Kusumgar MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 17 Sep 2026, 5 fund houses so far (houses' deadline to file 15 Oct 2026)

• To ratify the ESOP Scheme titled “Kusumgar ESOP 2024”

  ›Against Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding the Exercise price and Maximum options per employee, Vesting Period. Governance concern and transparency concern: Unfettered power to Compensation Committee w.r.t. exercise period, Unfair vesting condition.
  • ICICI Prudential Mutual FundDue to inadequate disclosures w.r.t. exercise price or pricing formula for shares to be allotted under the ESOP plan, the AMC has voted against the resolution.
  • SBI Mutual FundThe options pool comprises 2,537,250 options, of which 2,187,782 options have already been granted. The options when exercised would result in a dilution of ~2.36% on the expanded capital base. The minimum vesting period is one year, while the specific vesting schedule and conditions will be set out in the grant letter issued to employees. The exercise price is not specified, and it shall be such price, as determined by the committee from time to time. As per the Red Herring Prospectus, options granted prior to the IPO were issued at an exercise price of Re. 1.0, equivalent to the face value of the shares. Also, the maximum exercise period of ten years from the date of vesting appears long and is higher than general market practice. We do not favour ESOP schemes where the exercise price can be at a significant discount (greater than 20%) to market price. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Further, in case of a deep discount we expect the vesting of the stock options to be based on clearly defined performance metrics along with a confirmation that the targets along with their achievement will be disclosed by the company in the subsequent annual reports. Given the lack of clarity on the exercise price and the maximum vesting period, we do not support the scheme. Hence, we do not support the resolution.

  1 for4 against
• To approve grant of stock options to the employees of the Group companies including Holding Company, Subsidiary companies and Associate companies, in India or outside India, of the Company under “Kusumgar ESOP 2024”MoreLess

  ›Against Edelweiss Mutual Fund, ICICI Prudential Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • Edelweiss Mutual Fund, PGIM India Mutual FundInter-linked with resolution #1. Governance Concern: Scheme extended to Holding Company and Associate Company without adequate justification and affirmation on cost reimbursement provision.
  • ICICI Prudential Mutual FundDue to inadequate disclosures w.r.t. exercise price or pricing formula for shares to be allotted under the ESOP plan, the AMC has voted against the resolution.
  • SBI Mutual FundThe company proposes to extend the ‘Kusumgar ESOP 2024’ (ESOP 2024) scheme to eligible employees of group companies including holding, subsidiary companies and associate companies. While we support extension ESOP schemes to unlisted subsidiaries, our view is linked to our view on resolution #1. We do not support the resolution.

  1 for4 against