Kalyan Jewellers India MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 14 Dec 2025, 31 fund houses

• Amendment in ‘Kalyan Jewellers India Limited -Employee Stock Option Plan 2020’ (“ESOP 2020”)

  ›Against Aditya Birla Sun Life Mutual Fund, Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, UTI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, DSP Mutual Fund, Jio BlackRock Mutual Fund, Sundaram Mutual Fund, UTI Mutual FundThe company seeks approval to increase the size of ESOP 2020 from 3.0 mn to 6.0 mn options. Under the existing provisions, the company grants ESOPs to eligible employees, at an exercise price and vesting conditions as determined by the committee – 2.8 mn options have been granted and are outstanding under the current ESOP 2020 scheme. The modification to the scheme will result in an additional dilution of 0.3% on the expanded capital base. Vesting of options will be time-based apart from which the committee may prescribe performance conditions for vesting. In the past, the company has granted options at discount to market price ranging from 12%-59%. We do not favour ESOP schemes where options are granted at a significant discount (more than 20%) to the market price unless all ESOPs granted would vest based upon predefined performance parameters. 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. We do not support the resolution.
  • Angel One Mutual FundGovernance concern: Terms of the Original ESOP Scheme is non-compliant on account of the inadequate disclosures regarding the Exercise Price & allowing absolute discretion to Nomination & Remuneration Committee to determine Exercise Price.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, The Wealth Company Mutual Fund, Trust Mutual Fund, Zerodha Mutual FundNo concern identified w.r.t the proposed amendment to the Scheme per se however; Governance concern: Terms of the Original ESOP Scheme is non-compliant on account of the inadequate disclosures regarding the Exercise Price & allowing 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 company has not specified objective performance parameters, performance targets and thresholds for vesting.
  • HDFC Mutual FundThe company seeks approval to increase the size of ESOP 2020 from 3.0 mn to 6.0 mn options. In the past, the company has granted options at discount to market price ranging from 12%-59%. Given the lack of clarity on the pricing of ESOPs to be granted, we do not support the resolution.
  • HSBC 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 company has not specified objective performance parameters, performance targets and thresholds for vesting.
  • Invesco Mutual FundThe company seeks approval to increase the size of ESOP 2020 from 3.0 mn to 6.0 mn options. Under the existing provisions, the company grants ESOPs to eligible employees, at an exercise price and vesting conditions as determined by the committee – 2.8 mn options have been granted and are outstanding under the current ESOP 2020 scheme. The modification to the scheme will result in an additional dilution of 0.3% on the expanded capital base. Vesting of options will be time-based apart from which the committee may prescribe performance conditions for vesting. In the past, the company has granted options at discount to market price ranging from 12%-59%. We do not favour ESOP schemes where options are granted at a significant discount (more than 20%) to the market price unless all ESOPs granted would vest based upon predefined performance parameters. 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. We do not support the resolution
  • Kotak Mahindra Mutual FundThe Company has not provided adequate disclosures with respect to the exercise price, so the company is non-compliant with the regulatory requirement. 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. In the absence of clarity, We do not support the resolution.
  • LIC Mutual FundGovernance concern: Terms of the Original ESOP Scheme is non-compliant on account of the inadequate disclosures regarding the Exercise Price & allowing absolute discretion to NRC to determine Exercise Price.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price
  • Nippon India Mutual FundGovernance concern: The scheme is non-compliant with SEBI (Share Based Employee Benefits) Regulations 2021 due to inadequate disclosures on exercise price and granting absolute NRC discretion without prescribed formula
  • PPFAS Mutual FundIssues identified in the ESOP Schemes itself: Non_x0002_Disclosure of Exercise Price/ NRC discretion to determine Exercise Price.

  8 for23 against

Mutual fund votes, meeting of 12 Sep 2025, 27 fund houses

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

• To receive, consider and adopt audited standalone & consolidated financial statements for the year ended March 31, 2025

  25 for0 against
• To declare a final dividend of Rs. 1.50/- per equity share of Rs.10/- each for the financial year ended 31st March, 2025.

  27 for0 against
• To re-appoint Mr. TS Kalyanaraman (DIN: 01021928), Director, who retires by rotation and being eligible, offers himself for such re-appointment.

  27 for0 against
• To re-appoint Mr. TK Ramesh (DIN: 01021868), Director, who retires by rotation and being eligible, offers himself for such re-appointment

  27 for0 against
• To appoint Mr. M.R. Thiagarajan, ACS-5327 / COP-6487, Practicing Company Secretary, as the Secretarial Auditor of the Company for a term of 5 (five) consecutive years from financial year 2025-26 till financial year 2029-30.MoreLess

  27 for0 against
• Approval for acceptance of Deposits from Public/Members

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual Fund, HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of compelling justification for the proposal.

  25 for2 against
• Consider payment of Remuneration to Mr. Vinod Rai (DIN -00041867), Chairman (Non - Executive) & Independent Director of the Company for the Financial Year 2025-26, which may exceed 50% of the total annual remuneration payable to all the Non – Executive Directors of the CompanyMoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Fixed commission approval for single Independent Director. No adequate justification for excessive commission.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Fixed commission approval for single ID. No adequate justification for excessive commission.
  • Kotak Mahindra Mutual FundPayment of remuneration by way of commission in addition to the sitting fee payable to Mr. Vinod Rai, Chairman (Non-Executive) & Independent Director of the Company for the Financial Year 2025-26, which may exceed 50% of the total annual remuneration that may be payable to all the Non-Executive Directors of the Company for the Financial Year 2025-26. It is not a standard practice and raises the governance issue. We do not favour the resolution.
  • LIC Mutual FundGovernance concern: Fixed commission approval for single ID. No adequate justification for excessive commission.
  • PPFAS Mutual FundFixed and excessive commission; No adequate justification for the same

  19 for8 against

Mutual fund votes, meeting of 20 Mar 2025, 22 fund houses

• RE-APPOINTMENT OF MR. VINOD RAI (DIN -00041867) AS CHAIRMAN AND NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A SECOND TERM OF THREE (3) YEARS

  22 for0 against
• APPOINTMENT OF MR. ANISH KUMAR SARAF (DIN 00322784) AS NON-EXECUTIVE DIRECTOR

  22 for0 against
• RE-APPOINTMENT OF MR. SALIL NAIR (DIN: 01955091) AS NON-EXECUTIVE DIRECTOR

  22 for0 against
• RE-APPOINTMENT OF MR. ANIL S NAIR (DIN: 08327721) AS NON-EXECUTIVE INDEPENDENT DIRECTOR FOR A SECOND TERM OF FIVE (5) YEARS

  ›Against Kotak Mahindra Mutual Fund

  • Kotak Mahindra Mutual FundAnil S Nair, 54, is former CEO and Managing partner, L&K Saatchi and Saatchi, an advertising and communications agency in India. He has attended all five (100%) board meetings held in FY24 and all five (100%) board meetings held in FY25 till the date of notice. The Terms & conditions of appointment of ID not disclosed on the website as per the Regulation 46(2)(b) of SEBI LODR, 2015 and Schedule IV of the Companies Act, 2013. Hence, we do not support the resolution.

  21 for1 against

Mutual fund votes, meeting of 17 Aug 2024, 20 fund houses

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

• To receive, consider and adopt:nna. The Audited Financial Statements of thenCompany for the financial year ended 31stnMarch, 2024 together with the Reports of thenBoard of Directors and Auditors thereon; andnb. The Audited Consolidated FinancialnStatements of the Company for the financialnyear ended 31st March, 2024 and the Reportnof Auditors thereon.MoreLess

  16 for0 against
• To declare a final dividend of Rs. 1.20/- paise pernequity share of Rs. 10/- each for the financial yearnended 31st March, 2024

  20 for0 against
• To re-appoint Mr. Salil Nair (DIN: 01955091),nDirector, who retires by rotation and being eligible,noffers himself for such re-appointment

  20 for0 against
• To re-appoint Mr. TK Seetharam (DIN: DIN:n01021898), Director, who retires by rotation andnbeing eligible, offers himself for such reappointment

  20 for0 against
• To Appoint M/s. Walker Chandiok & Co LLP ,nChartered Accountants, as Statutory Auditors of thenCompany

  20 for0 against
• Approval for acceptance of Deposits from Public/nMembers

  ›Against Franklin Templeton Mutual Fund, HSBC Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted due to lack of compelling justification for the proposal. If the proposal is approved, the company would be able to raise funds from public and its shareholders in the form of deposits. Acceptance of deposit would provide an additional source of funding for the company, potentially reducing the cost of capital. However, the lack of disclosure of blanket authorities makes it difficult to assess the economic impact of undertaking such alternative financing compared to more traditional financing such as bank borrowings. Further, accepting deposits from members, including promoter shareholders, could cause conflicts of interest. Additionally, acceptance of deposits could be used by promoter shareholders to maintain their influence and control as the company would not be subject to additional external monitoring that would typically accompany other forms of financings.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted due to lack of compelling justification for the proposal

  18 for2 against
• Consider payment of Remuneration to Mr. Vinod Rain(DIN -00041867), Chairman (Non - Executive) &nIndependent Director of the Company for thenFinancial Year 2024-25, which may exceed 50% ofnthe total annual remuneration payable to all the Nonn– Executive Directors of the CompanyMoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Nippon India Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Nippon India Mutual FundCompliant with law. Governance concern: fixed commission approval for single ID. No adequate justification for excessive commission.
  • Kotak Mahindra Mutual FundNo concern has been identified with the profile and time commitment of the director. However, The Company has proposed 26 lacs as annual remuneration by way of commission in addition to the sitting fee for FY 2024- 25. The remuneration proposed to be paid to Mr. Vinod Rai is high as compared to the other Non-Executive director s remuneration. On view of the governance concern, voting against.
  • Zerodha Mutual FundGovernance concern: fixed commission approval for single ID. No adequate justification for excessive commission.

  15 for5 against

Mutual fund votes, meeting of 2 May 2024, 17 fund houses

• RE-APPOINTMENT OF MR. T S KALYANARAMAN (DIN: 01021928) AS MANAGING DIRECTOR AND PAYMENT OF REMUNERATION

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST this resolution is warranted because: • The proposed pay is competitively positioned relative to industry peers, considering his overall experience. • The pay structure does not comprise of variable component.

  16 for1 against
• RE-APPOINTMENT OF MR. T K SEETHARAM (DIN: 01021898) AS WHOLETIME DIRECTOR AND PAYMENT OF REMUNERATION

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The proposed pay is competitively positioned relative to industry peers. • The pay structure does not comprise of variable component.

  16 for1 against
• RE-APPOINTMENT OF MR. T K RAMESH (DIN: 01021868) AS WHOLETIME DIRECTOR AND PAYMENT OF REMUNERATION

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominees is warranted because: • The proposed pay is competitively positioned relative to industry peers. • The pay structure does not comprise of variable component.

  16 for1 against

Mutual fund votes, meeting of 12 Aug 2023, 8 fund houses

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

• To receive, consider and adopt audited standalone & consolidated financial statements for the year ended March 31, 2023

  7 for0 against
• To declare a final dividend of Rs. 0.50/- paise per equity share of Rs. 10/- each for the financial year ended 31st March, 2023.

  8 for0 against
• To appoint a Director in place of Mr. TK Ramesh (DIN: 01021868), who retires by rotation and being eligible, offers himself for re-appointment.

  8 for0 against
• Reappointment of Mr. TS Anantharaman (DIN: 00480136) as an Independent Director for a second term of three (3) years.

  8 for0 against
• Payment of Remuneration to the Non - Executive Directors of the Company

  ›Against Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: No absolute cap on proposed payment of commission & Perpetual Approval.
  • Nippon India Mutual FundPerpetual approval, hence not approved
  • Sundaram Mutual FundIn FY22, the company has paid commission to Non-Executive Directors to the tune of Rs. 3.0 mn, which is at 0.1% of standalone PBT. While the previous payout has been reasonable, the company must cap the commission payable in absolute terms. The company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get a chance to periodically approve such payments and therefore do not support the resolution.

  4 for4 against
• Consider payment of Remuneration to Mr. Vinod Rai (DIN -00041867), Chairman (Non - Executive) & Independent Director of the Company for the Financial

  ›Against Bandhan Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Bandhan Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: fixed commission approval for single ID. No adequate justification for excessive commission.
  • Nippon India Mutual FundCommission is high
  • Sundaram Mutual FundVinod Rai, 61, former Comptroller and Auditor General of India and the former Chairperson of the United Nations Panel of External Auditors has been on the board since July 2022 and is Chairperson. For FY23, he was paid a commission of 2.5 mn , being ~45% of total commission (Rs. 5.6 mn) paid to non-executive directors. For FY24, the company proposes to pay him a commission of Rs. 2.6 mn. However, the company has not provided a clear rationale for the higher proposed commission compared to other non-executive directors on the board.

  4 for4 against