Brainbees Solutions CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 19 Sep 2025, 18 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 and the reports of the Board of Directors and Auditors thereon.

  18 for0 against
• To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 and the report of the Auditors thereon.

  14 for0 against
• To re-appoint Mr. Sanket Hattimattur (DIN: 09593712), as a director, who retires by rotation and being eligible, offers himself for re-appointment

  18 for0 against
• Approval for change in designation of Mr. Sanket Hattimattur (DIN: 09593712) from Executive Director to Non-Executive Director of the Company.

  15 for0 against
• Appointment of M/s. Samdani Shah and Kabra, Practicing Company Secretaries, as Secretarial Auditors of the Company

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundTransparency concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern on the merits of the proposed Auditors. Transparency concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.

  10 for8 against
• Approval for the payment of remuneration to Mr. Supam Maheshwari, Managing Director and Chief Executive Officer of the Company, for the period from April 01, 2026 to March 31, 2029.

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Jio BlackRock Mutual FundThe company is seeking shareholder approval for Supam Maheshwari’s cash pay for FY26 to FY29. His cash pay is capped at Rs. 44.5 mn for FY26 and will not exceed by more than 10% annually for subsequent years. Notwithstanding, we review remuneration in its entirety, including stock options that are granted and/or will be granted during the proposed term. The company granted 5.18 mn stock options to Supam Maheshwari in FY25, the fair value of which aggregates Rs. 2.1 bn: this is in addition to the pre-IPO stock option grant with fair value aggregating Rs. 1.7 bn. Factoring in the stock option grants of the past, Supam Maheshwari’s FY26 remuneration aggregates Rs. 955.1 mn. The proposed remuneration is high for the size of business and the current state of its profitability. Further, the stock option grants are at a deep discount with vesting linked to market capitalization. We do not support stock option grants linked to market price or market capitalization levels in absolutes – at the very least, the stock price performance must be measured relative to peers or a relevant index. We do not support the resolution.
  • Angel One Mutual FundGovernance concern: Excessive remuneration; Concern identified with ESOPs granted; Significant shareholding and categorisation as non-promoter. Holds combined position of Chairman & Managing Director.
  • Axis Mutual FundThe company is seeking shareholder approval for Supam Maheshwari's cash pay for FY26 to FY29. His cash pay is capped at Rs. 44.5 mn for FY26 and will not exceed by more than 10% annually for subsequent years. Notwithstanding, we review remuneration in its entirety, including stock options that are granted and/or will be granted during the proposed term. The company granted 5.18 mn stock options to Supam Maheshwari in FY25, the fair value of which aggregates Rs. 2.1 bn: this is in addition to the pre-IPO stock option grant with fair value aggregating Rs. 1.7 bn. Factoring in the stock option grants of the past, Supam Maheshwari's FY26 remuneration aggregates Rs. 955.1 mn. The proposed remuneration is high for the size of business and the current state of its profitability. Further, the stock option grants are at a deep discount with vesting linked to market capitalization. We do not support stock option grants linked to market price or market capitalization levels in absolutes - at the very least, the stock price performance must be measured relative to peers or a relevant index. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Excessive remuneration; Concern identified with ESOPs granted; Significant shareholding and categorisation as non-promoter. Holds combined position of Chairman & MD.
  • Invesco Mutual FundThe company is seeking shareholder approval for Supam Maheshwari’s cash pay for FY26 to FY29. His cash pay is capped at Rs. 44.5 mn for FY26 and will not exceed by more than 10% annually for subsequent years. Notwithstanding, we review remuneration in its entirety, including stock options that are granted and/or will be granted during the proposed term. The company granted 5.18 mn stock options to Supam Maheshwari in FY25, the fair value of which aggregates Rs. 2.1 bn: this is in addition to the pre-IPO stock option grant with fair value aggregating Rs. 1.7 bn. Factoring in the stock option grants of the past, Supam Maheshwari’s FY26 remuneration aggregates Rs. 955.1 mn. The proposed remuneration is high for the size of business and the current state of its profitability. Further, the stock option grants are at a deep discount with vesting linked to market capitalization. We do not support stock option grants linked to market price or market capitalization levels in absolutes – at the very least, the stock price performance must be measured relative to peers or a relevant index. We do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance concern: Excessive remuneration; Concern identified with ESOPs granted; Significant shareholding and categorisation as non-promoter. Holds combined position of Chairman & MD

  5 for13 against

Mutual fund votes, meeting of 5 Feb 2025, 7 fund houses

• To consider and approve remuneration towards 51,80,000 Employee Stock Options granted to Mr. Supam Maheshwari, Managing Director & Chief Executive Officer of the Company, under Brainbees Employees Stock Option Plan 2023 out of 99,33,803 Options already reserved for Management Employees including Mr. Supam Maheshwari.MoreLess

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • 360 One Mutual FundCompliant with law. Governance concern: Excessive perquisite value as per Granted Options. Transparency Concern: Vesting Conditions linked to the Company’ Valuation and valuation methodology not disclosed.
  • HDFC Mutual FundThe aggregate remuneration is not commensurate with company performance. Stock options granted are at a deep discount with vesting linked to market capitalization. Given these reasons, we are unable to support the resolution
  • Invesco Mutual FundThe total cost associated with 5,180,000 options under BBESOP 2023 is ~ Rs. 2,100.0 mn. For FY25, Supam Maheshwari’s remuneration is estimated at Rs. 1,320.1 mn - the fair value of options under BBESOP 2023 and BBESOP 2022 aggregate 97% of total remuneration. We do not support the resolution since the aggregate remuneration is higher than peers and not commensurate with company performance. The company is yet to be profitable, however Supam Maheshwari’s remuneration is higher than the remuneration of CEOs of profitable companies. Stock options granted are at a deep discount with vesting linked to market capitalization. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. The grants have vesting linked to valuation/market capitalization. We do not support schemes where vesting is linked purely to company valuation/market capitalization, unless the company has disclosed the listed peers/ index against which the growth in market capitalization will be measured. Given these reasons, we are unable to support the resolution.
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile of Mr. Supam Maheshwari, however, the Company has not provided any clarity w.r.t the method of valuation for the vesting of the options. Moreover, Brainbees Employees Stock Option Plan 2023 is offered at discount of ~ 50%. We do not favour ESOP schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees. Our view is linked to resolution #2.

  3 for4 against
• To consider and approve amendments in Brainbees Employees Stock Option Plan 2023.

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund

  • 360 One Mutual FundNo concern with regard to proposed modification per-se, however, concern identified with regard to underlying schemes to which modification proposed. Original Scheme Non-Compliant with SEBI SBEB Regulations: Inadequate disclosure regarding the exercise period in the scheme to which modification is proposed. Governance concern: Excessive benefit may be extended to an individual employee. Transparency Concern: Vesting Conditions linked to Company’ Valuation and valuation methodology not disclosed.
  • HDFC Mutual FundExercise price of the ESOP is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • Invesco Mutual FundAlthough the proposed amendments are operational in nature, we do not support the resolution since exercise price of options are at deep discount of ~49% to the market price. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. The vesting for options granted to Management Employees (~40% of pool size), are linked to valuation targets. However, we expect companies to disclose relative stock price performance benchmarks along with the list of peers or indices against which the stock price performance will be measured. We do not support absolute stock price performance or market capitalization benchmarks. Given this, we do not support the resolution
  • Kotak Mahindra Mutual FundBrainbees Employees Stock Option Plan 2023 is offered at discount of ~ 50%. We do not favour ESOP schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees. Moreover, the Company has linked the vesting conditions to specific milestone events and has not provided any clarity w.r.t the method of valuation that the Company intends to rely. Hence voting against.

  3 for4 against

Mutual fund votes, meeting of 10 Oct 2024, 9 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• To alter the Articles of Association of the Company

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundGovernance concern: Nomination rights undermines the role of NRC.
  • HDFC Mutual FundThe minimum shareholding threshold required for strategic investors to appoint nominee director is low.
  • Helios Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Nomination rights undermines the role of NRC.
  • Invesco Mutual FundRegulations require shareholder approval for certain special rights granted to shareholders. Clause 141A gives Mahindra (shareholding of 9.73% as on 10 August 2024), the right to nominate a nominee director on the board, if the collective ownership of the ‘Resident Investors Block’ is equal to, or greater than 10% of the share capital, with Mahindra continuing to hold at least 5% of the share capital. The ‘Resident Investors Block’ is defined as Indian resident shareholders holding at least 1% share capital of the company one day prior to listing, excluding the management and/or their relatives and employees/employee welfare trust/employee ESOP Trust. We note, a 10% threshold aligns with the minimum shareholding required for other public shareholders to be able to propose a resolution (and thus propose their nominee’s appointment). Nonetheless, there is no information on the composition of the ‘Resident Investors Block’, and if an agreement has been entered into by Mahindra with the ‘Resident Investors Block’ for nomination rights. In the absence of information, we are unable to see the rationale behind the ‘Resident Investors Block’ agreeing to a Mahindra nominee with a 5% shareholding. We are unable to support the resolution

  4 for5 against
• Ratification of the Brainbees Employee Stock Option Plan 2011 (“BBESOP 2011”)n

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThe Brainbees Employee Stock Option Plan 2011 comprises 6,780,926 options, of which 6,708,915 have been granted. The exercise price for the remaining options will be Rs. 46.5 per option – being 10% of the share price valuation determined at the immediately preceding round of equity raised by the company (IPO price). We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We do not support the resolution
  • Kotak Mahindra Mutual FundThe company has not disclosed the Exercise Price under the Brainbees Employee Stock Option Plan 2011 and has stated that it would be ultimately decided by the NRC. This goes against the SEBI SBEB Regulations 2021. Hence voting against.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.

  1 for5 against
• Ratification of the extension of the benefits under the Brainbees Employee Stock Option Plan 2011 (“BBESOP 2011”) to the employees of subsidiary companies and group companies of the Company

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThrough a separate resolution the company proposes to extend the scheme to the employees of its subsidiary and group companies. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support the extension of ESOP schemes to employees of group companies. We do not support the resolution
  • Kotak Mahindra Mutual FundEven though the company does not have any Associate companies as of now, this is an enabling resolution and would be applicable in the future. We do not support extending ESOP schemes to Associate companies. Moreover, our view is linked to resolution #2.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.

  1 for5 against
• Ratification of the Brainbees Employees Stock Option Plan 2022 (“BBESOP 2022”)

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period and Exercise Price inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThe Brainbees Employee Stock Option Plan 2022 comprises 24,834,508 options, of which 24,290,976 have been granted. The exercise price for the remaining options will be Rs. 2 per option or as determined by the NRC. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We do not support the resolution
  • Kotak Mahindra Mutual FundThe company has stated the Exercise price to be INR 2 unless otherwise determined by the Administrator (NRC). We do not favour ESOP schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees. Hence voting against.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period and Exercise Price inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee. Non-compliant with SEBI (SBEB & SE) Regulations: Exercise period and Exercise Price inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.

  1 for5 against
• Ratification of the extension of the benefits under the Brainbees Employees Stock Option Plan 2022 (“BBESOP 2022”) to the employees of subsidiary companies and group companies of the Companyn

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period and Exercise Price inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThrough a separate resolution the company proposes to extend the scheme to the employees of its subsidiary and group companies. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support the extension of ESOP schemes to employees of group companies. We do not support the resolution
  • Kotak Mahindra Mutual FundEven though the company does not have any Associate companies as of now, this is an enabling resolution and would be applicable in the future. We do not support extending ESOP schemes to Associate companies. Moreover, our view is linked to resolution #2.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period and Exercise Price inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.

  1 for5 against
• Ratification of the Brainbees Employees Stock Option Plan 2023 (“BBESOP 2023”)n

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThe Brainbees Employee Stock Option Plan 2023 comprises 24,834,508 options, of which no options have been granted. The exercise price for the to be granted options will be Rs. 243.72 per option, 47% lower than the list price. We do not favour ESOP schemes where options are granted at a discount of more than 20% to the market price or where there is no clarity on the performance metrics for vesting. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. We do not support the resolution
  • Kotak Mahindra Mutual FundThe company has stated the Exercise price to be INR 243.72 per share. We do not favour ESOP schemes where options are granted at a significant discount to market price since there is no alignment between the interests of investors and those of employees. Hence voting against.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee.

  1 for5 against
• Ratification of the extension of the benefits under the Brainbees Employees Stock Option Plan 2023 (“BBESOP 2023”) to the employees of subsidiary companies and group companies of the Company

  ›Against 360 One Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund

  • 360 One Mutual FundExercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.
  • HDFC Mutual FundExercise price of the ESOP is at a great discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees.
  • Invesco Mutual FundThrough a separate resolution the company proposes to extend the scheme to the employees of its subsidiary and group companies. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support the extension of ESOP schemes to employees of group companies. We do not support the resolution.
  • Kotak Mahindra Mutual FundEven though the company does not have any Associate companies as of now, this is an enabling resolution and would be applicable in the future. We do not support extending ESOP schemes to Associate companies. Moreover, our view is linked to resolution #2.
  • Motilal Oswal Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations: Exercise period inadequately disclosed. Governance concern: Excessive benefit may be extended to an individual employee; Extension of scheme to employees of group / associate company without compelling reasons / provision for cost reimbursement.

  1 for5 against