OnEMI Technology Solutions CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 22 Sep 2026, 3 fund houses so far (houses' deadline to file 15 Oct 2026)

• TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORTS OF THE BOARD OF DIRECTORS AND STATUTORY AUDITORS THEREON.MoreLess

  3 for0 against
• TO RECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 AND THE REPORT OF THE STATUTORY AUDITORS THEREON.

  3 for0 against
• TO RE-APPOINT MR. RANVIR SINGH (DIN: 06673951) AS A DIRECTOR LIABLE TO RETIRE BY ROTATION.

  3 for0 against
• TO APPOINT SECRETARIAL AUDITOR OF THE COMPANY.

  3 for0 against
• TO ALTER THE OBJECT CLAUSE OF THE MEMORANDUM OF ASSOCIATION OF THE COMPANY.

  3 for0 against

Mutual fund votes, meeting of 27 Jun 2026, 11 fund houses

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

• TO APPROVE THE AMENDMENT AND RATIFICATION OF THE KISSHT EMPLOYEE STOCK OPTION PLAN, 2019 (“KISSHT ESOP, 2019” OR “PLAN”).

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders’ approval for the amendment and ratification of the Kissht Employee Stock Option Plan, 2019, which was formulated prior to listing and now requires ratification pursuant to regulatory requirements following the company’s initial public offering on 8th May, 2026. The proposed amendments include removal of pre-listing and liquidity-related provisions, alignment with applicable laws, and certain structural and clerical refinements aimed at improving clarity and consistency within the plan. While these modifications appear procedural, the broader framework and key terms of the scheme largely remain unchanged. However, there are significant concerns from a shareholder perspective arising from inadequate disclosures and broad discretionary powers embedded within the plan. The explanatory statement does not specify the exercise price or provide a clear pricing formula, instead leaving the determination entirely to the Administrator at the time of grant, subject only to a minimum floor of face value. This lack of transparency restricts shareholders’ ability to assess the potential economic value being transferred to employees and undermines informed decision-making, particularly given the material impact exercise pricing has on compensation outcomes. Further, the scheme provides the Board or Administrator with unfettered discretion to accelerate vesting of stock options without clearly defining the circumstances under which such acceleration may be exercised. Stock options are typically designed to align employee incentives with long-term shareholder value creation and retention objectives; however, the presence of such discretionary acceleration provisions weakens this alignment and raises concerns regarding potential misuse. In addition, the Administrator is empowered to determine and vary the exercise period, including prescribing different exercise windows for employees both during employment and upon cessation. This may lead to inconsistent treatment across employees and introduces subjectivity into what should otherwise be a standardized framework for earned compensation. The absence of uniformity in exercise conditions raises governance concerns regarding fairness and equitable treatment. The scheme also allows for substantial grants to individual employees, with the maximum potential economic benefit per employee appearing significantly high relative to the company’s size under certain assumptions. When combined with the absence of a disclosed pricing framework, this creates uncertainty around the magnitude of value transfer and heightens the risk of disproportionate benefits being conferred. In view of these compliance gaps, particularly the non-disclosure of exercise price or pricing methodology, along with governance concerns relating to discretionary powers over vesting, exercise period, and potential concentration of benefits, the resolution does not adequately safeguard shareholder interests despite being presented for regulatory ratification. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level.
  • Bank of India Mutual Fund, Sundaram Mutual FundThe Kissht ESOP 2019 was established with effect from 29 May 2019 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 2,569,850 options out of which 22,000 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution.
  • HDFC Mutual FundESOPs are being granted at a deep discount to market price. We do not support the resolution.
  • Tata Mutual Fund"The Kissht ESOP 2019 was established with effect from 29 May 2019 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 2,569,850 options out of which 22,000 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution."

  4 for7 against
• TO RATIFY THE EXTENSION OF GRANT TO THE ELIGIBLE EMPLOYEES OF THE GROUP COMPANY INCLUDING SUBSIDIARY COMPANY(IES), ASSOCIATE COMPANY(IES), IN INDIA OR OUTSIDE INDIA, OF THE COMPANY UNDER KISSHT EMPLOYEE STOCK OPTION PLAN, 2019.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval to ratify the extension of grants to eligible employees of group companies, including subsidiary companies and associate companies, in India or outside India, under the Kissht Employee Stock Option Plan, 2019. This proposal aims to broaden the scope of beneficiaries beyond the employees of the company to those working across its broader group structure, thereby enabling participation in the company’s equity-linked incentive framework. While extension of stock option benefits to employees of subsidiary companies is generally aligned with business objectives, especially where financial performance is consolidated, the inclusion of associate companies and other group entities raises concerns. The proposal does not provide a clear or compelling business rationale justifying why employees of associate companies, which are not fully controlled entities, should be entitled to benefits from the company’s equity-based compensation pool. In the absence of adequate explanation, shareholders are unable to assess whether such extension aligns with value creation for the company or its shareholders. Further, the proposal lacks clarity regarding whether the cost associated with granting stock options to employees of associate companies or other group entities will be reimbursed by those respective entities. This omission is material, as any unreimbursed cost would effectively be borne by the company and its shareholders while benefiting employees of entities that are not wholly owned. Such lack of disclosure restricts shareholders’ ability to evaluate the financial implications of the proposal and raises concerns regarding equitable allocation of resources. Additionally, the resolution is interlinked with the underlying ESOP scheme, which itself contains significant gaps, including non-disclosure of exercise price or pricing formula, broad discretionary powers granted to the Administrator in determining vesting and exercise conditions, and the possibility of substantial benefits accruing to individual employees. Extending such a framework to group entities further amplifies these concerns, as it expands the scope of potential governance risks without addressing the underlying deficiencies. Given these factors, including inadequate disclosure, absence of clarity on cost-sharing arrangements, lack of strong justification for extending benefits to associate companies, and the linkage to a framework containing governance and compliance concerns, the resolution does not provide sufficient safeguards to protect shareholder interests. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundInterlinked with resolutions #1, #3 and #5. ESOP 2019, ESOP 2021 and ESOP 2022 are Non-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level. Furthermore, ESOP Plans are proposed to be extended to Group Company (ies) including Associate Company (ies) without compelling reasons. Further, non-disclosure / affirmation regarding the cost reimbursement by the respective group companies.
  • Bank of India Mutual Fund, HDFC Mutual Fund, Tata Mutual FundThe company seeks approval for ratification for the extension of the Kissht ESOP 2019 scheme to the employees and directors of the existing and future group companies including subsidiary and associate companies, in or outside India. While we support the grant of stock options to unlisted subsidiaries, we do not support extension of ESOP schemes to associate companies, as they may have their own ESOP Schemes currently or in the future. Further, our view on this resolution is linked to resolution #1. Hence, we do not support the resolution.
  • ICICI Prudential Mutual FundThe company is seeking approval to extend the ESOP plan to eligible employees of group companies. The enabling nature of the approval could allow the company to grant these options to future group companies. Hence, the AMC voted against the resolution.

  3 for7 against
• TO APPROVE THE AMENDMENT AND RATIFICATION OF THE KISSHT EMPLOYEE STOCK OPTION PLAN, 2021 (“KISSHT ESOP, 2021” OR “PLAN”).

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for the amendment and ratification of the Kissht Employee Stock Option Plan, 2021, which was formulated prior to the company’s listing and is now required to be ratified in accordance with applicable regulations following the initial public offering completed on 8th May, 2026. The proposed amendments primarily include removal of provisions related to pre-listing and liquidity events, alignment of the scheme with applicable laws and regulations, and certain clerical and structural modifications to improve overall clarity, consistency, and coherence within the plan. While these changes appear largely procedural and intended to bring the plan in line with post-listing requirements, the fundamental structure and key terms of the scheme remain substantially unchanged. However, the scheme raises significant concerns from a shareholder perspective, particularly with respect to transparency and governance practices. The explanatory statement does not disclose the exercise price or provide a clear pricing formula for determining the same, instead delegating this authority entirely to the Administrator at the time of grant, subject only to a minimum threshold of face value. The absence of a predefined pricing mechanism restricts shareholders’ ability to assess the potential economic value being transferred to employees and undermines their capacity to make an informed voting decision, especially given the material impact that exercise pricing has on the extent of employee compensation. In addition, the scheme provides the Board or Administrator with discretionary powers to accelerate the vesting of stock options without clearly outlining the circumstances or conditions under which such discretion may be exercised. Stock options are generally designed to align employee incentives with long-term value creation and retention objectives; however, the presence of such broad and undefined discretionary powers weakens this alignment and raises concerns regarding fairness and potential misuse. Further, the Administrator is empowered to determine and vary the exercise period, including prescribing different exercise windows for employees both during their employment and upon cessation. This introduces subjectivity into the treatment of employees and may result in inconsistent application of benefits, thereby raising governance concerns regarding equitable treatment. The scheme also permits significant allocation of options to individual employees, resulting in a potentially substantial economic benefit under certain assumptions, particularly in the absence of a clearly defined exercise price framework. These concerns are compounded by the fact that the scheme does not fully comply with disclosure expectations under applicable regulations, particularly in relation to exercise pricing, and grants broad discretionary powers to the Administrator across key parameters such as vesting and exercise conditions. Such gaps reduce transparency and increase uncertainty regarding the extent of potential value transfer to employees. In view of these compliance deficiencies and governance concerns, including inadequate disclosure of exercise price, discretionary powers relating to vesting and exercise period, and the potential for significant concentration of benefits, the resolution does not adequately protect shareholder interests. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level.
  • Bank of India Mutual Fund, Sundaram Mutual FundThe Kissht ESOP 2021 was established with effect from 23 July 2021 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 1,500,000 options out of which 95,670 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution.
  • HDFC Mutual FundESOPs are being granted at a deep discount to market price. We do not support the resolution.
  • Tata Mutual Fund"The Kissht ESOP 2021 was established with effect from 23 July 2021 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 1,500,000 options out of which 95,670 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution."

  4 for7 against
• TO RATIFY THE EXTENSION OF GRANT TO THE ELIGIBLE EMPLOYEES OF THE GROUP COMPANY INCLUDING SUBSIDIARY COMPANY(IES), ASSOCIATE COMPANY(IES), IN INDIA OR OUTSIDE INDIA, OF THE COMPANY UNDER KISSHT EMPLOYEE STOCK OPTION PLAN, 2021.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval to ratify the extension of grants to eligible employees of group companies, including subsidiary companies and associate companies, in India or outside India, under the Kissht Employee Stock Option Plan, 2021. This proposal aims to broaden the scope of the ESOP framework by allowing participation from employees across the wider group structure, including entities beyond the company itself. However, the proposal raises significant concerns from a shareholder perspective, particularly in relation to the inclusion of associate companies and other group entities that are not wholly owned. While extending ESOP benefits to employees of subsidiary companies may be justified given that their financial performance is consolidated with that of the company, the extension to employees of associate companies lacks sufficient clarity and justification. The proposal does not articulate a compelling business rationale explaining how such extension would contribute to the company’s long-term value creation or enhance alignment with shareholder interests, thereby limiting shareholders’ ability to assess its merit. Further, there is no clear disclosure regarding whether the cost associated with granting stock options to employees of associate companies or other group entities will be reimbursed by such entities. In the absence of such clarity, there is a risk that the economic cost of these grants may be borne by the company and consequently by its shareholders, while the benefits accrue to employees of entities that are not fully controlled. This lack of transparency on cost allocation is a material concern, as it prevents shareholders from evaluating the financial implications of the proposal. Additionally, this resolution is interlinked with the underlying ESOP 2021 framework, which itself contains certain gaps in disclosures and governance structure. These include the absence of a disclosed exercise price or pricing formula and the presence of broad discretionary powers with the Administrator in determining vesting conditions and exercise period. Extending such a framework to a larger set of beneficiaries across group entities further amplifies these concerns, as it increases the potential scope of governance risks without addressing the underlying deficiencies in the scheme. Given the absence of a clear justification for extending benefits to associate companies, lack of transparency regarding cost reimbursement mechanisms, and the linkage to an ESOP framework with governance and disclosure concerns, the resolution does not adequately safeguard shareholder interests. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundInterlinked with resolutions #1, #3 and #5. ESOP 2019, ESOP 2021 and ESOP 2022 are Non-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level. Furthermore, ESOP Plans are proposed to be extended to Group Company (ies) including Associate Company (ies) without compelling reasons. Further, non-disclosure / affirmation regarding the cost reimbursement by the respective group companies.
  • Bank of India Mutual Fund, HDFC Mutual Fund, Tata Mutual FundThe company seeks approval for ratification for the extension of the Kissht ESOP 2021 scheme to the employees and directors of the existing and future group companies including subsidiary and associate companies, in or outside India. While we support the grant of stock options to unlisted subsidiaries, we do not support extension of ESOP schemes to associate companies, as they may have their own ESOP Schemes currently or in the future. Further, our view on this resolution is linked to resolution #3. Hence, we do not support the resolution.
  • ICICI Prudential Mutual FundThe company is seeking approval to extend the ESOP plan to eligible employees of group companies. The enabling nature of the approval could allow the company to grant these options to future group companies. Hence, the AMC voted against the resolution.

  3 for7 against
• TO APPROVE THE AMENDMENT AND RATIFICATION OF THE KISSHT EMPLOYEE STOCK OPTION PLAN, 2022 (“KISSHT ESOP, 2022” OR “PLAN”).

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Sundaram Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval for the amendment and ratification of the Kissht Employee Stock Option Plan, 2022, which was established prior to the company’s listing and now requires ratification in accordance with regulatory requirements following the initial public offering completed on 8th May, 2026. The proposed amendments primarily include removal of provisions related to pre-listing and liquidity events, aligning the plan with applicable legal and regulatory frameworks, and introducing certain clerical and structural refinements to enhance clarity, coherence, and internal consistency. While these changes are largely procedural, the fundamental design and key operational aspects of the plan remain materially unchanged. However, the scheme raises significant concerns from a shareholder perspective, particularly in relation to transparency, governance practices, and potential economic impact. The explanatory details do not disclose the exercise price or provide a defined pricing formula for determining the same, instead delegating this authority entirely to the Administrator, subject only to a minimum threshold of face value. This absence of a clear or objective pricing mechanism restricts shareholders’ ability to assess the potential economic value being transferred to employees and limits their ability to make an informed decision on the resolution. Further, the scheme grants broad discretionary powers to the Board or Administrator, including the ability to accelerate vesting of stock options without clearly specifying the conditions under which such discretion may be exercised. Stock options are typically intended to serve as long-term incentives to align employee interests with sustained value creation; however, the presence of such undefined discretionary provisions weakens this objective and raises concerns regarding potential misuse or unintended outcomes. In addition, the Administrator has the authority to determine and vary the exercise period, including prescribing different exercise timelines for employees during their tenure as well as upon cessation of employment. This flexibility introduces subjectivity and may result in inconsistent treatment across employees, thereby raising concerns regarding fairness and governance standards. The lack of standardized conditions for exercise of vested benefits further diminishes the transparency of the compensation framework. The plan also permits significant allocation of stock options to individual employees, with the potential for substantial economic benefits under certain assumptions. In the context of an undisclosed exercise pricing framework, this further heightens uncertainty around the magnitude of value transfer and raises concerns regarding disproportionate allocation of benefits to select individuals. In view of the non-disclosure of exercise price or pricing methodology, coupled with governance concerns relating to discretionary powers over vesting and exercise conditions and the potential concentration of benefits, the resolution does not adequately safeguard shareholder interests. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level.
  • Bank of India Mutual Fund, Sundaram Mutual FundThe Kissht ESOP 2022 was established with effect from 23 June 2022 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 10,472,060 options out of which 6,000 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution.
  • HDFC Mutual FundESOPs are being granted at a deep discount to market price. We do not support the resolution.
  • Tata Mutual Fund"The Kissht ESOP 2022 was established with effect from 23 June 2022 for the benefit of eligible employees. The maximum number of options that can be granted under the plan is 10,472,060 options out of which 6,000 options have already been exercised. As per notice, maximum of 14,541,910 options can be granted by the company under all the plans. The proposed amendments seek deletion of pre-listing and liquidity event related provisions, aligning the plan with applicable laws, and clerical refinement and renumbering. The minimum vesting period is 12 months from the grant date, spanning a maximum of five years. The vesting of options is time-based and the exercise price under the scheme will be determined by the Nomination and Remuneration Committee (NRC) and will not be less than the face value of the equity shares (Re.1.0 each). We do not favour ESOP schemes where options are granted at a significant discount (>20%) to market price as stock options are ‘pay at risk’ options that employees accept at the time of grant. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Further, we raise concern that the exercise period as per the scheme can be upto ten years, which is long. Employees can continue holding options without converting them into shares — giving them the full upside potential of any stock appreciation while avoiding the downside risks that remain for other shareholders. Given these concerns, we do not support the resolution."

  4 for7 against
• TO RATIFY THE EXTENSION OF GRANT TO THE ELIGIBLE EMPLOYEES OF THE GROUP COMPANY INCLUDING SUBSIDIARY COMPANY(IES), ASSOCIATE COMPANY(IES), IN INDIA OR OUTSIDE INDIA, OF THE COMPANY UNDER KISSHT EMPLOYEE STOCK OPTION PLAN, 2022.MoreLess

  ›Against Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Tata Mutual Fund

  • Bajaj Finserv Mutual FundThe company is seeking shareholders' approval to ratify the extension of grants to eligible employees of group companies, including subsidiary companies and associate companies, in India or outside India, under the Kissht Employee Stock Option Plan, 2022. This proposal intends to expand the ESOP framework beyond the company to cover employees across its broader group structure, thereby enabling alignment of incentives across entities. However, the proposal raises material concerns from a shareholder perspective. While extension of ESOP benefits to employees of subsidiaries can be justified given that their financial performance is consolidated with that of the company, extending such benefits to employees of associate companies and other group entities lacks adequate clarity and justification. The proposal does not articulate a compelling rationale demonstrating how granting options to employees of associate entities contributes to the company’s performance or enhances long-term shareholder value. In the absence of such justification, shareholders are unable to assess whether such extension is aligned with their interests. Further, there is a lack of disclosure regarding the treatment of costs arising from such grants. The proposal does not specify whether the expense associated with granting stock options to employees of associate companies or other group entities will be reimbursed by those respective entities. This omission is significant, as any unreimbursed cost would effectively be borne by the company and its shareholders, while the benefits accrue to employees of entities that may not be fully controlled. Such lack of transparency restricts the ability of shareholders to evaluate the financial implications and fairness of the proposal. Additionally, this resolution is closely linked to the underlying ESOP 2022 framework, which itself contains governance and disclosure-related concerns. These include the absence of a clearly disclosed exercise price or pricing formula, broad discretionary powers granted to the Administrator with respect to vesting acceleration and exercise conditions, and the potential for significant economic benefits to accrue to individual employees. Extending such a framework to a wider pool of beneficiaries across group entities further amplifies these concerns and expands the scope of potential governance risks. Given the absence of a compelling business rationale for extending benefits to associate companies, the lack of clarity on cost reimbursement mechanisms, and the linkage to an ESOP framework with notable governance shortcomings, the resolution does not adequately safeguard shareholder interests. Accordingly, we are voting against.
  • Bandhan Mutual Fund, Groww Mutual FundInterlinked with resolutions #1, #3 and #5. ESOP 2019, ESOP 2021 and ESOP 2022 are Non-Compliant under SEBI SBEB Regulations: Non-Disclosure of Exercise Price / Pricing Formula. Governance concern: Provision for accelerated vesting with absolute discretion to the Board/ Administrator; the total potential maximum benefit that may be granted to a single employee appears to be excessive; Administrator may exercise discretion to alter Exercise Period at employee level. Furthermore, ESOP Plans are proposed to be extended to Group Company (ies) including Associate Company (ies) without compelling reasons. Further, non-disclosure / affirmation regarding the cost reimbursement by the respective group companies.
  • Bank of India Mutual Fund, HDFC Mutual Fund, Tata Mutual FundThe company seeks approval for ratification for the extension of the Kissht ESOP 2022 scheme to the employees and directors of the existing and future group companies including subsidiary and associate companies, in or outside India. While we support the grant of stock options to unlisted subsidiaries, we do not support extension of ESOP schemes to associate companies, as they may have their own ESOP Schemes currently or in the future. Further, our view on this resolution is linked to resolution #5. Hence, we do not support the resolution.
  • ICICI Prudential Mutual FundThe company is seeking approval to extend the ESOP plan to eligible employees of group companies. The enabling nature of the approval could allow the company to grant these options to future group companies. Hence, the AMC voted against the resolution.

  3 for7 against

• Unlisted stake boughtInvincible Minds Private LimitedSince 17 Jun 2026

  100.00% bought in the quarter; holding 100.00%, from 0.00%

• Unlisted stake heldSi Creva Capital Services Private LimitedSince 16 May 2026

  0.00% bought in the quarter; holding 100.00%, from 100.00%

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

No

The chair is related to the managing director

Yes

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.