Five-Star Business Finance MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 9 Sep 2025, 19 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 financial statements of the Company for the financial year ended March 31, 2025, together with the reports of the Directors' and Auditor's thereon.

  19 for0 against
• To declare a final dividend for the Financial Year ended March 31,2025

  19 for0 against
• To appoint a director in place of Mr Thirulokchand Vasan (holding DIN: 07679930) who retires by rotation and being eligible, has offered himself for re-appointment.

  19 for0 against
• Appointment of Secretarial Auditors

  19 for0 against
• Fixing of Borrowing Limits for the Company

  3 for0 against
• Creation of Charges on the assets of the Company

  19 for0 against
• Offer/ invitation to subscribe to Non-Convertible Debentures (NCDs) on private placement basis

  19 for0 against

Mutual fund votes, meeting of 18 Jan 2025, 15 fund houses

• To approve amendments to the Company’s Articles of Association

  15 for0 against
• To reclassify the status of Matrix Partners India Investment Holdings II, LLC and its Promoter Group from Promoter and Promoter Group category to Public shareholder category

  15 for0 against
• To reclassify the status of Peak XV Partners Investments V and its Promoter Group from Promoter and Promoter Group category to Public shareholder category

  15 for0 against

Mutual fund votes, meeting of 13 Sep 2024, 17 fund houses

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

• Adoption of audited financial statements together with the reports of the Directors’ and Auditor’s for the financial year ended March 31, 2024

  17 for0 against
• Appointment of a director in place of Mr Thirulokchand Vasan (holding DIN: 07679930) who retires by rotation and being eligible, has offered himself for re-appointment

  17 for0 against
• Appointment of M/s Deloitte Haskins & Sells, Chennai, Chartered Accountants (FRN: 008072S) as Statutory Auditors of the Company for a period of 3 consecutive financial years from the conclusion of this AGM until the conclusion of the 43rd AGMMoreLess

  17 for0 against
• Approval of remuneration of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director effective April 01, 2024 till the end of his tenure

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundLakshmipathy Deenadayalan, 50, is a part of Promoter Group and Chairperson and Managing Director of the company. He has been associated with the company since 2002. In FY24, Lakshmipathy Deenadayalan’s remuneration aggregated Rs. 90.7 mn which is 217x of median employee remuneration. We estimate his maximum FY25 remuneration to be Rs. 124.3 mn (including variable pay). Out of his total remuneration, 50% is variable. The proposed remuneration is high when compared to peers and for the size and complexity of the business. We believe the company must disclose the granular details/ targets for the performance metrics that determine the variable pay.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with the law. Governance Concern: Holding position of Executive Chairman.

  9 for8 against
• Appointment of Mr Rangarajan Krishnan (holding DIN: 07289972) as Joint Managing Director of the Company and fixing remuneration thereof for a period of five consecutive years effective August 17, 2024

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundRangarajan Krishnan, 45, is CEO of the company since May 2018. He holds 0.8% of equity in the company as on 31 March 2024. The company proposes to redesignate him as Joint Managing Director & CEO for five years from 17 August 2024. As CEO, Rangarajan Krishnan was paid a remuneration of Rs 31.9 mn in FY24 – this includes incentive pay to him during the year. He did not get any stock options in FY23 and FY24 but has 800,000 options at market value in FY25. His maximum proposed fixed + performance pay is estimated at Rs. 44.6 mn. Also, he will get stock options as per company’s ESOP policy. The company has not quantified/ disclosed any guidance regarding the ESOPs component of proposed remuneration. We are thus unable to estimate his overall remuneration for FY25. While Rangarajan Krishnan’s is professional with skills that carry a market value, the company must disclose the quantum of ESOP’s will be granted to him for shareholders to make an informed decision on proposed remuneration. We also encourage companies to disclose performance metrics for variable pay. In the absence of clarity on proposed remuneration, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundAppointment is compliant with law. Transparency & Governance Concern: Company has not disclosed whether the office of appointee is liable to retire by rotation or not. .
  • Kotak Mahindra Mutual FundWhile appointment of Mr. Rangarajan Krishnan as Joint Managing Director is compliant with the law, the company has clarified that the Director is not liable to retire by rotation. With the appointment of Mr. Rangarajan Krishnan on the Board, the Company has 4 Non-Independent Directors. As per the legal requirement, the Company requires that; at least ~66.67% (2/3rd) of Total Non-Independent Directors should be liable to retire by rotation under section 152 of the Companies Act, 2013. Given, the directors are not liable to retire by rotation, only one director shall be liable to retire by rotation and this shall result in non-compliance with Section 152 of the Companies Act, 2013.

  8 for9 against
• Appointment of Mr Srikanth Gopalakrishnan (holding DIN: 10636810) as Joint Managing Director of the Company and fixing remuneration thereof for a period of five consecutive years effective August 17, 2024MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual FundSrikanth Gopalakrishnan, 44, is CEO of the company since March 2022. He holds 0.34% of equity in the company as on 31 March 2024. The company proposes to redesignate him as Joint Managing Director & CEO for five years from 17 August 2024. As CFO, Srikanth Gopalakrishnan was paid a remuneration of Rs 18.3 mn in FY24 – this includes incentive pay to him during the year. He did not get any stock options in FY24 but has 400,000 options at market value in FY25. His maximum proposed fixed + performance pay is estimated at Rs. 25.6 mn. Also, he will get stock options as per company’s ESOP policy. The company has not quantified/ disclosed any guidance regarding the ESOPs component of proposed remuneration. We are thus unable to estimate his overall remuneration for FY25. While Rangarajan Krishnan’s is professional with skills that carry a market value, the company must disclose the quantum of ESOP’s will be granted to him for shareholders to make an informed decision on proposed remuneration. We also encourage companies to disclose performance metrics for variable pay. In the absence of clarity on proposed remuneration, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundAppointment is compliant with law. Transparency & Governance Concern: Company has not disclosed whether the office of appointee is liable to retire by rotation or not.
  • Kotak Mahindra Mutual FundWhile appointment of Mr. Srikanth Gopalakrishnan as Joint Managing Director is compliant with the law, the company has clarified that the Director is not liable to retire by rotation. With the appointment of Mr Srikanth Gopalakrishnan on the Board, the Company has 4 Non-Independent Directors. As per the legal requirement, the Company requires that, at least ~66.67% (2/3rd) of total non-independent directors should be liable to retire by rotation under section 152 of the Companies Act, 2013. Given, the directors are not liable to retire by rotation, only one director shall be liable to retire by rotation and this shall result in non-compliance with Section 152 of the Companies Act, 2013.

  8 for9 against
• Approval for fixing borrowing limits for the Company under section 180(1)(c) of the Companies Act, 2013

  3 for0 against
• Approval for creation of charges on the assets of the Company under Section 180(1)(a) of the Companies Act, 2013

  17 for0 against
• Offer / invitation to subscribe to Non-Convertible Debentures (NCDs) on private placement basis, in one or more series / tranches, aggregating up to INR 2,500 Crores (Indian Rupees Two Thousand and Five Hundred Crores only)MoreLess

  17 for0 against
• Issue of 4,10,000 share warrants of INR 770.00 per warrant to Mr Lakshmipathy Deenadayalan, Promoter and Chairman & Managing Director, Mr Rangarajan Krishnan, CEO, Mr Srikanth Gopalakrishnan, CFO on Preferential basisMoreLess

  ›Against Edelweiss Mutual Fund

  • Edelweiss Mutual FundCompliant with law. Governance concern: Warrants priced at par with equity shares; No urgent need for funds and No explanation as to why preferential offer is being made to promoters also.

  1 for1 against

Mutual fund votes, meeting of 16 Sep 2023, 13 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 financial statements of the Company for the financial year ended March 31, 2023, together with the reports of the Directors’ and Auditor’s thereon.

  11 for0 against

  1 abstained

• To appoint a director in place of Mr Thirulokchand Vasan (holding DIN: 07679930) who retires by rotation and being eligible, has offered himself for re-appointment

  12 for0 against

  1 abstained

• Revision in remuneration of Mr Lakshmipathy Deenadayalan (holding DIN: 01723269), Chairman & Managing Director

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with the law. Governance Concern: Holding position of Executive Chairman.
  • Edelweiss Mutual Fundenough details not given to justify this remuneration
  • Taurus Mutual FundLakshmipathy Deenadayalan, 49, is a part of promoter group and Chairperson & Managing Director of the company. He has been associated with the company since June 2002. In FY23, his remuneration stood as Rs. 83.2 mn. We have estimated the remuneration for FY24 as Rs. 146.0 mn, however the company confirms that remuneration for FY24 will be 15% higher than FY23 at Rs 89.8 mn. The variable pay is capped at 1.5x of annual salary and the overall remuneration is capped at 5% of net profit. The proposed remuneration is high when compared to peers and for the size and operations of the company. The company must disclose metrics that determine variable pay.

  8 for4 against

  1 abstained

• Fixing of borrowing limits for the Company

  2 for0 against
• Creation of Charges on the assets of the Company

  11 for0 against

  1 abstained

• Offer / invitation to subscribe to Non-Convertible Debentures (NCDs) on private placement basis

  11 for0 against

  1 abstained

• Ratification of Five-Star Associate Stock Option Scheme, 2015

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance concern: Accelerated Vesting.
  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual Fund"Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance concern: Accelerated Vesting."

  7 for4 against

  1 abstained

• Ratification of the extension of the benefits under the Five-Star Associate Stock Option Scheme, 2015 to the employees of holding, subsidiary companies and group companies (present or future) of the CompanyMoreLess

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance Concern: Accelerated Vesting. Employee Stock Option Scheme 2015 & 2018 proposed to be extended to Associate/ Holding Company without compelling reasons.
  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual Fund"Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance Concern: Accelerated Vesting. Employee Stock Option Scheme 2015 & 2018 proposed to be extended to Associate/ Holding Company without compelling reasons."

  7 for4 against

  1 abstained

• Ratification of Five-Star Associate Stock Option Scheme, 2018

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance concern: Accelerated Vesting.
  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual Fund"Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance concern: Accelerated Vesting."

  7 for4 against

  1 abstained

• Ratification of the extension of the benefits under the Five-Star Associate Stock Option Scheme, 2018 to the employees of holding, subsidiary companies and group companies (present or future) of the CompanyMoreLess

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance Concern: Accelerated Vesting. Employee Stock Option Scheme 2015 & 2018 proposed to be extended to Associate/ Holding Company without compelling reasons.
  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • HDFC Mutual FundThere is lack of disclosure/clarity on the pricing formula/exercise price at which the ESOP will be granted
  • Motilal Oswal Mutual Fund"Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Exercise Price to be determined as per NRC discretion; Governance Concern: Accelerated Vesting. Employee Stock Option Scheme 2015 & 2018 proposed to be extended to Associate/ Holding Company without compelling reasons."

  7 for4 against

  1 abstained

• Approval of Five-Star Associate Stock Option Scheme, 2023 (ASOP 2023)

  ›Against Edelweiss Mutual Fund, Motilal Oswal Mutual Fund

  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • Motilal Oswal Mutual FundCompliant with law. Governance Concern: Accelerated vesting.

  10 for2 against

  1 abstained

• Approval of extending the benefits of the Five-Star Associate Stock Option Scheme, 2023 (ASOP 2023) to the employees of the group companies, including holding, subsidiary and associate companies (present or future) of the CompanynMoreLess

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Motilal Oswal Mutual Fund, Taurus Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Accelerated Vesting & Extension of scheme to group companies without compelling reasons / justifications.
  • Edelweiss Mutual Fundrationale for allocation of ESOP not shared
  • Taurus Mutual FundThrough a separate resolution, the company proposes to extend the scheme to the employees its group companies, including holding, subsidiary and associate companies (present or future) of the Company. While we support the grant of stock options to unlisted subsidiaries, the company must clarify the rationale of extending the scheme to employees of the holding company, group companies and associate companies present or future) of the Company.

  8 for4 against

  1 abstained