Gravita India CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 26 Dec 2025, 17 fund houses

• TO CONSIDER AND APPROVE THE REVISION IN REMUNERATION OF MR. RAJAT AGRAWAL (DIN: 00855284), CHAIRMAN CUM MANAGING DIRECTOR OF THE COMPANY

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance Concern: More than 1 full time position & holding dual position of Chairman & Managing Director.
  • Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the proposed remuneration. Governance Concern: More than 1 full time position & holding dual position of Chairman & Managing Director.

  11 for6 against
• TO CONSIDER AND APPROVE THE REVISION IN REMUNERATION OF MR. YOGESH MALHOTRA (DIN: 05332393), WHOLE-TIME DIRECTOR & CHIEF EXECUTIVE OFFICER (CEO) OF THE COMPANY

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the proposed remuneration. Governance Concern: Discretion to CMD for approval of ex-gratia payment.
  • Angel One Mutual FundGovernance Concern: Discretion to Chairman cum Managing Director for approval of ex-gratia payment.
  • HDFC Mutual FundMr. Yogesh Malhotra, 57, is Whole Time Director and CEO since 31 March 2019. We note that his remuneration structure includes a special ex-gratia payment, capped at Rs. 6.25 mn per month – this will be paid at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is an Executive Director, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining the actual payout of the special ex-gratia component in the past is unclear. We do not support the resolution.
  • ICICI Prudential Mutual FundDiscretion to CMD for approval of ex-gratia Payment. Hence, the AMC has voted against the resolution.
  • Jio BlackRock Mutual FundYogesh Malhotra, 57, is Whole Time Director and CEO since 31 March 2019. He received Rs. 47.3 mn as remuneration in FY25, which was 190.9x the median employee remuneration. We estimate his annual remuneration at Rs. 85.1 mn. His proposed remuneration is slightly higher than peers, however it is commensurate with the sustained performance and profitability of the company. We note that his remuneration structure includes a special ex-gratia payment, capped at Rs. 6.25 mn per month – this will be paid at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is an Executive Director, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining the actual payout of the special ex-gratia component in the past is unclear – there is no clear relationship with performance and profitability. The company must align variable pay to company performance and disclose the performance parameters that govern his variable pay. We do not support the resolution.
  • Kotak Mahindra Mutual FundYogesh Malhotra, 57, is Whole Time Director and CEO since 31 March 2019. He received Rs. 47.3 mn as remuneration in FY25, which was 190.9x the median employee remuneration. We estimate his annual remuneration at Rs. 85.1 mn. His proposed remuneration is slightly higher than peers, however it is commensurate with the sustained performance and profitability of the company. We note that his remuneration structure includes a special ex-gratia payment, capped at Rs. 6.25 mn per month this will be paid at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is an Executive Director, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining the actual payout of the special ex-gratia component in the past is unclear there is no clear relationship with performance and profitability. The company must align variable pay to company performance and disclose the performance parameters that govern his variable pay. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Discretion to CMD for approval of ex-gratia payment.
  • UTI Mutual FundYogesh Malhotra, 57, is Whole Time Director and CEO since 31 March 2019. We note that the basis for determining the actual payout of the special ex-gratia component in the past is unclear – there is no clear relationship with performance and profitability. The company must align variable pay to company performance and disclose the performance parameters that govern his variable pay. We do not support the resolution.

  3 for14 against
• TO CONSIDER AND APPROVE THE REVISION IN REMUNERATION OF MR. SUNIL KANSAL (DIN: 09208705),WHOLE-TIME DIRECTOR & CHIEF FINANCIAL OFFICER (CFO) OF THE COMPANY

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • 360 One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the proposed remuneration. Governance Concern: Discretion to CMD for approval of ex-gratia payment.
  • Angel One Mutual FundGovernance Concern: Discretion to Chairman cum Managing Director for approval of ex-gratia payment.
  • HDFC Mutual FundMr. Sunil Kansal, 53, is Whole Time Director and CFO. He was appointed to the board on 4 October 2024. We note that his remuneration structure includes a special ex-gratia payment, capped at Rs. 6.25 mn per month – this will be paid at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is an Executive Director, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining the actual payout of the special ex-gratia component in the past is unclear. We do not support the resolution.
  • ICICI Prudential Mutual FundDiscretion to CMD for approval of ex-gratia Payment. Hence, the AMC has voted against the resolution.
  • Jio BlackRock Mutual FundSunil Kansal, 53, is Whole Time Director and CFO. He was appointed to the board on 4 October 2024. He received Rs. 14.2 mn as remuneration in FY25. We estimate his annual remuneration at Rs. 27.5 mn. His proposed remuneration is slightly higher than peers, however it is commensurate with the sustained performance and profitability of the company. We note that his remuneration structure includes special ex-gratia at Rs. 1.65 mn per month, at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is Executive Director and CFO, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining special ex-gratia in the past is unclear. The company must align variable pay to company performance and disclose the performance parameters that govern his variable pay. We note that the auditors have issued a qualified opinion on the company’s FY25 financial statements because of the effects of an FY24 matter on the comparability of current period figures. The audit qualifications relate to the company not having accounted for the employee benefit expenses related to gain on sale of certain treasury shares of the Company held by Gravita Employee Welfare Trust pursuant to the Gravita Stock Appreciation Rights Scheme, 2017, terminated during the year. As a result, the auditors believe pre-tax profits were overstated by Rs. 206.7 mn in FY24. Furthermore, auditors also highlighted weakness in internal financial controls on account of the above-mentioned issue. Given this, as CFO, he is accountable for these lapses. We do not support the resolution.
  • Kotak Mahindra Mutual FundSunil Kansal, 53, is Whole Time Director and CFO. He was appointed to the board on 4 October 2024. He received Rs. 14.2 mn as remuneration in FY25. We estimate his annual remuneration at Rs. 27.5 mn. His proposed remuneration is slightly higher than peers, however it is commensurate with the sustained performance and profitability of the company. We note that his remuneration structure includes special ex-gratia at Rs. 1.65 mn per month, at the discretion of the management and Rajat Agrawal, Chairperson and MD (CMD). Given that he is Executive Director and CFO, we believe his remuneration should be paid out at the discretion of the Nomination and Remuneration Committee and not the CMD. Further, the basis for determining special ex-gratia in the past is unclear. We note that the auditors have issued a qualified opinion on the company s FY25 financial statements because of the effects of an FY24 matter on the comparability of current period figures. The audit qualifications relate to the company not having accounted for the employee benefit expenses related to gain on sale of certain treasury shares of the Company held by Gravita Employee Welfare Trust pursuant to the Gravita Stock Appreciation Rights Scheme, 2017, terminated during the year. Given this, as CFO, he is accountable for these lapses. Basis the above reasons, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: Discretion to CMD for approval of ex-gratia payment.
  • UTI Mutual FundSunil Kansal, 53, is Whole Time Director and CFO. He was appointed to the board on 4 October 2024. We note that the basis for determining the actual payout of the special ex-gratia component in the past is unclear – there is no clear relationship with performance and profitability. The company must align variable pay to company performance and disclose the performance parameters that govern his variable pay. We do not support the resolution.

  3 for14 against

Mutual fund votes, meeting of 8 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: a) Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2025 together with the reports of the Board of Directors and Statutory Auditors thereon. b) Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2025 together with the report of Statutory Auditors thereon.MoreLess

  ›Against Axis Mutual Fund, Jio BlackRock Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual Fund, Jio BlackRock Mutual FundWe have relied upon the auditors’ report, where the auditors have provided a qualified opinion on the company’s standalone and consolidated financial statements. The audit qualifications relate to the company having not accounted for the employee benefit expenses related to gain on sale of certain treasury shares of the Company held by Gravita Employee Welfare Trust pursuant to the Gravita Stock Appreciation Rights Scheme, 2017 during FY24. As a result, the auditors believe pre-tax profits in FY24 were overstated by Rs. 206.7 mn. The auditors have also qualified their opinion on internal financial controls for the same issue. We note that the auditors have highlighted certain issues with the audit trail. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for3 against
• To confirm the payment of interim dividend of Rs. 6.35/- (317.50% per equity share of Rs. 2/- each) for the Financial Year 2025-26.

  18 for0 against
• To appoint a director in place of Mr. Rajat Agrawal (DIN: 00855284), who retires by rotation at this Annual General Meeting and being eligible, offers himself for re-appointment.

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

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: More than 1 full time position & holding dual position of Chairman & Managing Director.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance Concern: More than 1 full time position & holding dual position of Chairman & Managing Director.

  12 for6 against
• APPOINTMENT OF M/S PINCHAA & CO., (FIRM REG. NO. P2016RJ051800), COMPANY SECRETARIES, AS SECRETARIAL AUDITORS OF THE COMPANY

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

  • Angel One Mutual FundProposed fee payable to Secretarial Auditors not disclosed.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundNo concern on merit of the proposed Secretarial Auditors. Non-Compliant with Regulation 36(5) of SEBI LODR: Proposed fee payable to Secretarial Auditors not disclosed.
  • Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.

  12 for6 against
• TO RATIFY THE REMUNERATION OF COST AUDITORS OF THE COMPANY UNDER SECTION 148 OF COMPANIES ACT, 2013 FOR FINANCIAL YEAR 2025-26

  18 for0 against
• TO INCREASE IN THE LIMITS APPLICABLE FOR MAKING INVESTMENTS/EXTENDING LOANS AND GIVING GUARANTEES OR PROVIDING SECURITIES IN CONNECTION WITH LOANS TO PERSON(S)/ BODIES CORPORATE(S):

  ›Against 360 One Mutual Fund, Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, Trust Mutual Fund

  • 360 One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Trust Mutual FundCompliant with Law. Governance & Transparency Concern: Inadequate disclosures w.r.t. the particulars of the proposed loans/ investments/ guarantee transactions; Blanket, unfettered enabling approval is sought.
  • Angel One Mutual FundGovernance & Transparency Concern: Inadequate disclosures with regards to the particulars of the proposed loans/investments/ guarantee transactions; Blanket, unfettered enabling approval is sought.
  • HDFC Mutual FundThere is a alack of clarity regarding the details including names of these companies, the nature and size of their operations and terms of support, to enable shareholders to make an informed decision. We do not support the resolution.
  • ICICI Prudential Mutual FundGiven the lack of clarity on recipients, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundAt the 2023 AGM, the shareholders had approved the limit for intercorporate transactions of up to Rs. 10.0 bn under section 186. The company is seeking approval to increase the limit to Rs. 20.0 bn. The company has stated that to make optimum use of funds available with the company and also to achieve long term strategic and business objectives, it may invest in securities such as bonds, debentures, shares, etc. The company clarification is not adequate with respect to increasing the limit from 10 bn to 20 bn. Hence, we do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance & Transparency Concern: Inadequate disclosures w.r.t. the particulars of the proposed loans/ investments/ guarantee transactions; Blanket, unfettered enabling approval is sought.

  2 for12 against

Mutual fund votes, meeting of 7 Mar 2025, 6 fund houses

• APPOINTMENT OF MRS. SHIKHA SHARMA (DIN: 10913968) AS A WOMAN INDEPENDENT DIRECTOR OF THE COMPANY

  6 for0 against
• RE-APPOINTMENT OF MR. YOGESH MALHOTRA (DIN: 05332393), AS WHOLE TIME DIRECTOR CUM CHIEF EXECUTIVE OFFICER OF THE COMPANY

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundRe-appointment compliant with law. No concern on the merits of the appointee. Governance Concern: Discretion to CMD for approval of ex-gratia payment undermining the role of NRC. Transparency Concern: Attendance details are not available for Board meetings held during FY 2024-25 till the date of the Notice.

  3 for3 against

Mutual fund votes, meeting of 22 Nov 2024, 6 fund houses

• TO CONSIDER AND APPROVE THE REVISION IN REMUNERATION OF MR. RAJAT AGRAWAL (DIN: 00855284), MANAGING DIRECTOR OF THE COMPANY

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance Concern: More than 1 full time position & holding dual position of Chairman & Managing Director.

  3 for3 against
• TO CONSIDER AND APPROVE THE REVISION IN REMUNERATION OF MR. YOGESH MALHOTRA (DIN: 05332393),WHOLE-TIME DIRECTOR & CHIEF EXECUTIVE OFFICER (CEO) OF THE COMPANY.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on the merits of proposed appointees. Governance Concern: Discretion to CMD for approval of ex-gratia payment.

  3 for3 against
• TO APPROVE RAISING OF FUNDS IN ONE OR MORE TRANCHES, BY ISSUANCE OF SECURITIES BY WAY OF PRIVATE OFFERINGS, QUALIFIED INSTITUTIONS PLACEMENT(S) AND/OR ANY COMBINATION THEREOF ORnANY OTHER METHOD AS MAY BE PERMITTED UNDER APPLICABLE LAW FOR AN AMOUNT NOT EXCEEDING RS.1,000 CRORESMoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. Governance concern: Significant dilution and no specific justification which indicates urgent need of funds.

  3 for3 against
• APPOINTMENT OF MR. SUNIL KANSAL (DIN: 09208705), AS WHOLE TIME DIRECTOR OF THE COMPANY.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No concern on the merits of proposed appointees. Governance Concern: Discretion to CMD for approval of ex-gratia payment.

  3 for3 against

Mutual fund votes, meeting of 18 Sep 2024, 5 fund houses

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

• To receive, consider and adopt the:na) Audited Standalone Financial Statements of the Company for the Financial Year ended 31st March, 2024 togethernwith the reports of the Board of Directors and Statutory Auditors thereon.nb) Audited Consolidated Financial Statements of the Company for the Financial Year ended 31st March, 2024 togethernwith the report of Statutory Auditors thereon.MoreLess

  5 for0 against
• To confirm the payment of interim dividend of Rs. 5.20/- (260% per equity share of Rs. 2/- each) for the Financial Yearn2024-25.

  5 for0 against
• To appoint a Director in place of Mr. Yogesh Malhotra (DIN: 05332393), who retires by rotation at this Annual GeneralnMeeting and being eligible, offers himself for re-appointment.

  5 for0 against
• To re-appoint M/s. Walker Chandiok & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company and tonfix their remuneration.

  5 for0 against
• Re-appointment of Mr. Rajat Agrawal (DIN: 00855284), as Managing Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. No concern on merits of proposed appointee. Governance Concern: More than 1 full time position.

  2 for3 against
• Approval of remuneration of Mr. Rajat Agrawal (DIN: 00855284), Managing Director in terms of Regulation 17(6)n(e) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,n2015MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with Law. No concern on merits of proposed appointee. Governance Concern: More than 1 full time position.

  2 for3 against
• To ratify the remuneration of Cost Auditors of the company under section 148 of Companies Act, 2013 fornFinancial Year 2024-25:

  1 for0 against

Mutual fund votes, meeting of 14 Jun 2024, 3 fund houses

• RE-APPOINTMENT OF DR. MAHAVIR PRASAD AGARWAL (DIN: 00188179) AS A CHAIRMAN CUM WHOLE TIME DIRECTOR OF THE COMPANY

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Tata Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Tata Mutual FundNon-Compliant: Prior shareholder approval not obtained for continuation beyond 70 years. Governance concern: Low Attendance and Combined position of Chairman & ED.

  0 for3 against
• APPROVAL OF REMUNERATION OF DR. MAHAVIR PRASAD AGARWAL (DIN: 00188179), CHAIRMAN CUM WHOLE TIME DIRECTOR IN TERMS OF REGULATION 17(6)(e) OF SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015MoreLess

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Tata Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, Tata Mutual FundComplaint with law. Governance concern: Low Attendance and Combined position of Chairman & ED.

  0 for3 against
• APPOINTMENT OF MR. SATISH KUMAR AGRAWAL (DIN: 10462319) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

  3 for0 against
• APPOINTMENT OF MR. ASHOK JAIN (DIN: 01641752) AS A NON-EXECUTIVE INDEPENDENT DIRECTOR OF THE COMPANY

  3 for0 against