Billionbrains Garage Ventures CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 24 Aug 2026, 14 fund houses so far (houses' deadline to file 15 Oct 2026)

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

• To consider and adopt: Standalone audited financial statements of the Company for the financial year ended March 31, 2026 together with the Reports of the Board of Directors and Auditors thereon. Consolidated audited financial statements of the Company for the financial year ended March 31, 2026 together with the Report of Auditors thereon.MoreLess

  14 for0 against
• Appointment of Mr. Neeraj Singh (DIN: 07701992), who retires by rotation and being eligible offers himself for reappointment.

  14 for0 against
• Appointment of M/s. Nilesh Shah & Associates as the Secretarial Auditors of the Company for a period of five (5) years.

  14 for0 against
• Reclassification of Authorised Share Capital and amendment of Capital Clause of Memorandum of Association.

  14 for0 against

Mutual fund votes, meeting of 18 Jan 2026, 18 fund houses

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

• APPROVAL FOR AMENDMENT AND RATIFICATION OF BILLIONBRAINS GARAGE VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2024 AS PER SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks approval for Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024 (ESOP Scheme 2024) under which up to 331.5 mn options can be granted. The company seeks ratification of the scheme and amendment to implement the scheme through the ‘Trust’ route by secondary acquisition of shares. The vesting of options is time based and there is no clarity on the exercise price, since it will be at the discretion of the Nomination and Remuneration Committee (NRC). 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. 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.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price. Governance concern: Ambiguity on vesting period; Potential economic benefits to a single employee appears to be disproportionate and excessive
  • Baroda BNP Paribas Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-Disclosure of Exercise Price / Pricing Formula; Absolute Discretion to NRC to determine Exercise Price.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The stock options may be issued with an exercise price at a discount to the current market price. The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Kotak Mahindra Mutual FundThe company seeks approval for Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024 (ESOP Scheme 2024) under which up to 331.5 mn options can be granted. The company seeks ratification of the scheme and amendment to implement the scheme through the Trust route by secondary acquisition of shares. The vesting of options is time based and there is no clarity on the exercise price, since it will be at the discretion of the Nomination and Remuneration Committee (NRC). Per management the options will not be priced below FV, but there is no clarity on the pricing / discount to market price. Further, we highlight that the exercise period for the option (granted pre-listing) can be upto 20 years from the date of vesting and upto ten years for ESOPs granted post listing from the date of vesting. Having such long exercise period can materially increase the cost of the option. It is unusual for companies to have such long exercise period for the ESOP schemes. While the quantum of the benefit for any single employee has been capped at 1% of the issued share capital, lack of clarity on the pricing of the options and significantly longer exercise period makes us vote AGAINST the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation
  • Nippon India Mutual FundGovernance Concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Transparency concern: No clarity on post-employment exercise period.

  5 for10 against
• APPROVAL FOR EXTENSION OF GRANT OF OPTIONS TO THE ELIGIBLE EMPLOYEES OF THE SUBSIDIARY COMPANY(IES) AND ASSOCIATE COMPANY(IES), OF THE COMPANY UNDER BILLIONBRAINS GARAGE VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2024.MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval for extending the benefits of ESOP Scheme 2024 to employees of associate and subsidiary companies in India or outside India. Our view is linked to resolution #1.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution #1. Governance concern: Benefit extended to associates Companies without justification of cost reimbursement provision
  • Baroda BNP Paribas Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution on Employee Stock Option Scheme 2024 and hence not compliant. Providing ESOP to employees in subsidiaries and Associates is compliant. However, lack of pricing disclosure is non-compliant with SEBI regulations.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The stock options may be issued with an exercise price at a discount to the current market price. The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Kotak Mahindra Mutual FundThe company seeks shareholder approval for extending the benefits of ESOP Scheme 2024 to employees of associate and subsidiary companies in India or outside India. Our view is linked to resolution #1. Hence, we do not support the extension of ESOP schemes to group companies, including associates, listed holding and listed subsidiary companies.
  • Mahindra Manulife Mutual FundWe do not favour the grant of ESOPs to associate companies without any adequate justification. We do not support the proposal since the grant of ESOPs to associate company employees will be financially supported by the company with no cost reimbursement provision.
  • Mirae Asset Mutual FundAs per advisory recommendation
  • Nippon India Mutual FundGovernance Concern: Scheme benefit extended to Associate Companies without affirmation on cost reimbursement provision.
  • Sundaram Mutual FundThe company seeks shareholder approval for extending the benefits of ESOP Scheme 2024 to employees of associate and subsidiary companies in India or outside India. Our view is linked to resolution #1. Further, we do not support the extension of ESOP schemes to group companies, including associates, listed holding and listed subsidiary companies.

  6 for12 against
• APPROVAL FOR ACQUISITION OF EQUITY SHARES BY WAY OF SECONDARY ACQUISITION BY TRUST UNDER BILLIONBRAINS GARAGE VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2024.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks approval for secondary acquisition of shares up to 5.0 % of the paid-up equity capital as at the end of the financial year immediately prior to the year in which the shareholder approval is obtained for such secondary acquisition, for the purpose of implementation of ESOP Scheme 2024. Our view on this resolution is linked to resolution #1.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution #1 & #2
  • Baroda BNP Paribas Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution on Employee Stock Option Scheme 2024 and extension to subsidiaries and associate companies.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The stock options may be issued with an exercise price at a discount to the current market price. The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Kotak Mahindra Mutual FundThe company seeks approval for secondary acquisition of shares up to 5.0 % of the paid-up equity capital as at the end of the financial year immediately prior to the year in which the shareholder approval is obtained for such secondary acquisition, for the purpose of implementation of ESOP Scheme 2024. Our view on this resolution is linked to resolution #1. Hence we vote AGAINST.
  • Mirae Asset Mutual FundAs per advisory recommendation
  • Nippon India Mutual FundNon-Compliant under SEBI SBEB Regulations

  5 for10 against
• APPROVAL FOR PROVISION OF MONEY TO THE GROWW EMPLOYEE WELFARE TRUST BY THE COMPANY FOR PURCHASE OF ITS OWN SHARES BY THE TRUST FOR THE BENEFIT OF EMPLOYEES FOR THE IMPLEMENTATION OF BILLIONBRAINS GARAGE VENTURES LIMITED EMPLOYEE STOCK OPTION SCHEME 2024MoreLess

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks approval for provision of financial support to Groww Employee Welfare Trust (“Trust”) for purchase of shares for secondary acquisition under ESOP Scheme 2024. Our view on this resolution is linked to resolution #1.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution #1 & #2
  • Baroda BNP Paribas Mutual FundNon-Compliant under SEBI SBEB Regulations: Interlinked with Resolution on Employee Stock Option Scheme 2024 and extension to subsidiaries and associate companies.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The proposals include grant of units to employees of associate companies without a compelling rationale.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: The stock options may be issued with an exercise price at a discount to the current market price. The proposals include grant of units to employees of associate companies without a compelling rationale.
  • Kotak Mahindra Mutual FundThe company seeks approval for provision of financial support to Groww Employee Welfare Trust ( Trust ) for purchase of shares for secondary acquisition under ESOP Scheme 2024. Our view on this resolution is linked to resolution #1. Hence we vote AGAINST.
  • Mirae Asset Mutual FundAs per advisory recommendation
  • Nippon India Mutual FundNon-Compliant under SEBI SBEB Regulations

  5 for10 against
• ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual FundThe company proposes to insert Article 156(4) which entitles Peak XV Partners Investments VI-1 to nominate a non-executive director if it holds the most number of equity shares and at least 10% of the outstanding fully paid-up equity shares. We support this right, as the board nomination right for the investor ceases when their shareholding drops below 10%. However, the Article 156(4) also allows each of the four founders, as long as they are classified as promoters, to nominate one director on the Board. Presently, the company has four individuals (Lalit Keshre, Harsh Jain, Ishan Bansal and Neeraj Singh) who are classified as promoters. Therefore, even if the promoters’ shareholding reduces even to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a minimum shareholding threshold.
  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance concern: Provision grants nomination rights to Promoters holding till cessation of Promoter; it provides disproportionate power to shareholders holding an immaterial stake in the Company
  • Baroda BNP Paribas Mutual FundCompliant with law. However, it would lead to board influence disproportionate to promoter shareholding.
  • HDFC Mutual FundIf the promoters’ shareholding reduces even to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a shareholding threshold.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: The proposed amendments to grant board nomination rights to the promoters is not subject to a minimum shareholding threshold, which could result in disproportionate and significant influence/control of such shareholders over the company's board.
  • Kotak Mahindra Mutual FundThe company proposes to insert Article 156(4) which entitles a large investor Peak XV Partners Investments VI-1 to nominate a non-executive director if it holds the most number of equity shares and at least 10% of the outstanding fully paid-up equity shares. We support this right, as the board nomination right for the investor ceases when their shareholding drops below 10%. However, the Article 156(4) also allows each of the four founders, as long as they are classified as promoters, to nominate one director on the Board. Presently, the company has four individuals (Lalit Keshre, Harsh Jain, Ishan Bansal and Neeraj Singh) who are classified as promoters. Currently, Mr. Lalit Keshre holds 9.06%, Mr. Harsh Jain holds 6.67%, Mr. Ishan Bansal holds 4.50%, and Mr. Neeraj Singh holds 6.21% of the Company s equity shareholding. Currently, individual promoters hold less than 10% each in the company. Further, if the founders were to dilute or sell their shareholding in the future but continue to be classified as Promoters, they would still be entitled to exercise the nomination rights. We do not support board nomination rights without a minimum shareholding threshold. Hence we vote AGAINST.
  • Mirae Asset Mutual FundAs per advisory recommendation
  • Nippon India Mutual FundGovernance Concern: Provision grants nomination rights to promoters holding till cessation of Promoter.

  7 for11 against

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.