Motilal Oswal Financial Services CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 15 Jul 2025, 26 fund houses

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

• Consideration and Adoption of the Audited Standalone Financial Statements of the Company together with the Report of the Board of Directors and the Auditors thereon for the Financial Year ended March 31, 2025.MoreLess

  26 for0 against
• Consideration and Adoption of the Audited Consolidated Financial Statements of the Company together with the Report of the Auditors thereon for the Financial Year ended March 31, 2025.

  26 for0 against
• Confirmation on the Interim Dividend paid of ₹5/- per Equity Share of face value of ₹ 1/- each to its Equity Shareholders for the Financial Year ended March 31, 2025.

  26 for0 against
• Appointment of a Director in place of Mr. Navin Agarwal (DIN: 00024561), who retires by rotation, and being eligible, offers himself for re-appointment.

  26 for0 against
• Appointment of a Director in place of Mr. Ajay Menon (DIN: 00024589), who retires by rotation, and being eligible, offers himself for re-appointment.

  26 for0 against
• Re-appointment of Mr. Motilal Oswal (DIN: 00024503) as Managing Director & Chief Executive Officer of the Company.

  26 for0 against
• Re-appointment of Mr. Rajat Rajgarhia (DIN: 07682114) as Whole-time Director of the Company.

  ›Against Axis Mutual Fund, HDFC Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundRajat Rajgarhia, 50, is the Whole-time Director since 31 July 2020. Based on the company’s clarification, we understand he currently leads the institutional equities business and the investment banking businesses of a subsidiary. Rajat Rajgarhia owned 1.15% of the equity on 31 March 2025. The company is seeking approval for his reappointment as Whole-time Director for five years from 31 July 2025. Rajat Rajgarhia’s FY25 remuneration was Rs. 131.5 mn (excluding perquisite value of stock options exercised). Under the proposed terms of remuneration, his fixed pay can be a maximum of Rs. 40 mn, while he will be eligible to receive variable pay up to 15x the fixed pay – taking his maximum cash pay to Rs. 640 mn. In addition, he is eligible to receive stock options, the quantum of which is undisclosed. Therefore, we are unable to estimate his remuneration during the proposed tenure. Further, the company’s ceiling on cash pay is high for the size and complexity of his responsibilities. While we support his reappointment as Whole-time Director, we are unable to support the resolution due to lack of adequate disclosures and contours regarding the remuneration.
  • HDFC Mutual FundMr. Rajat Rajgarhia, 50, is the Whole-time Director since 31 July 2020. His reappointment is in line with statutory requirements. His proposed remuneration is not commensurate with the size and complexity of the business. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  23 for3 against
• Appointment of M/s. Makarand M. Joshi & Co., Company Secretaries, as Secretarial Auditor of the Company.

  ›Against Groww Mutual Fund

  • Groww Mutual FundCompliant with law. Transparency concern: Remuneration of outgoing auditor not disclosed, thus, material change, if any, with proposed audit fee cannot be ascertained.

  25 for1 against
• Enhancement of the existing limit under Section 186 of the Companies Act, 2013.

  5 for0 against

Mutual fund votes, meeting of 18 Dec 2024, 21 fund houses

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

• Enhancement of the existing limit under Section 186 of the Companies Act, 2013

  5 for0 against

Mutual fund votes, meeting of 14 Aug 2024, 15 fund houses

• To consider and adopt the Audited Standalone Financial Statements of the Company together with the Report of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2024.MoreLess

  15 for0 against
• To consider and adopt the Audited Consolidated Financial Statements of the Company together with the Report of the Auditors thereon for the financial year ended March 31, 2024

  15 for0 against
• To confirm the Interim Dividend paid of Rs. 14/- per Equity Share of face value of H1/- each to its Equity Shareholders, as the final dividend for the financial year ended March 31, 2024.

  15 for0 against
• Appointment of a Director in place of Mr. Raamdeo Agarawal (DIN: 00024533), who retires by rotation, and being eligible, offers himself for re-appointment.

  15 for0 against
• Appointment of a Director in place of Mr. Rajat Rajgarhia (DIN: 07682114), who retires by rotation, and being eligible, offers himself for re-appointment.

  15 for0 against
• Material Related Party Transaction(s) with Motilal Oswal Home Finance Limited, a MaterialnSubsidiary of the Company

  15 for0 against

Mutual fund votes, meeting of 30 May 2024, 11 fund houses

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

• Approval for issuance of Bonus Equity Shares to the Shareholders of the Company

  11 for0 against
• Change in designation of Mr. Navin Agarwal (DIN: 00024561) and appointment as Managing Director of the Company

  ›Against DSP Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • DSP Mutual FundNavin Agarwal, 52, is the former Managing Director and Chief Executive Officer of Motilal Oswal Asset Management Company Limited. He has been with the Motilal Oswal Group since 2000 and was the MD and CEO of MFSL from 21 August 2018 till 30 July 2020. He has been on the board as a Non-Executive Non-Independent Director since 18 May 2005. As per his terms of appointment, we estimate Navin Agarwal’s annual remuneration to be Rs. 457.0 mn. While we support his appointment as Managing Director, we do not support this resolution as we believe that his estimated remuneration is not in line with peers and not commensurate with the size and complexity of the operations of the company. The company has capped his variable remuneration to 10 times his fixed pay. However, his fixed pay could go up to Rs. 50.0 mn over his five-year tenure and consequently, his overall remuneration could go up to Rs. 612.7 mn. We believe this is high. The company must disclose the quantum of stock options to be granted to Navin Agarwal during his five-year tenure. As a good practice, the company must also disclose the performance parameters which will be used to determine his variable remuneration.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundConcern raised over Mr. Navin Agarwal’s remuneration structure where his variable pay has been capped at 10 times the fixed pay and his fixed pay could go up to Rs.50.0 million over his five-year tenure. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundNavin Agarwal, 52, is the former Managing Director and Chief Executive Officer of Motilal Oswal Asset Management Company Limited. He has been with the Motilal Oswal Group since 2000 and was the MD and CEO of MFSL from 21 August 2018 till 30 July 2020. He has been on the board as a Non-Executive Non-Independent Director since 18 May 2005. As per his terms of appointment, we estimate Navin Agarwal’s annual remuneration to be Rs. 457.0 mn. While we support his appointment as Managing Director, we obsere that on the SBIMF internal framework, his estimated remuneration as % of annual sales and ratio of the salary to the median employee is not in line with its peers. Hence, we do not support this resolution

  6 for5 against
• Enhancement in the existing borrowing limit under Section 180 (1) (c) of the Companies Act, 2013

  3 for0 against
• Creation of Charges on the Assets of the Company under Section 180 (1) (a) of the Companies Act, 2013 to secure the Borrowings

  11 for0 against
• Alteration of Articles of Association of the Company

  11 for0 against
• Approval of the “Motilal Oswal Financial Services Limited – Employees’ Stock Option Scheme – X” for Issuance of Stock Options to the Employees of the Company

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations 2021: Inadequate disclosures regarding the Exercise Price/Pricing Formula and Exercise Period under the Scheme. NRC given discretion to determine Vesting Period. Governance Concern: Potential maximum benefit to a single employee is excessive
  • DSP Mutual FundThe overall dilution of the ESOP Scheme X for 3,000,000 options is ~2.0% on the expanded capital base. The company has stated that the Exercise price will be at the discretion of the NRC. While we recognize that, in the past, the company has issued stock options at a reasonable discount to market price (~17% in the last two financial years), we note that this is a new ESOP scheme, and the company could issue stock options to employees at a significant discount. Further, as per the scheme the options granted shall vest if the employee continues to be in employment with the company and the compensation committee may lay down performance metrics for vesting at its discretion. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. Stock options are ‘pay at risk’ options that employees accept at the time of grant. The inherent assumption of the scheme is that there could be possible downside risks – and that employees may not be rewarded in case of adverse stock price movements. Thus, we are unable to support the resolution on account of no clarity on the criteria for vesting and the exercise price at which options will be granted.
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExcessive potential benefit to employee
  • SBI Mutual FundThe overall dilution of the ESOP Scheme X for 3,000,000 options is ~2.0% on the expanded capital base. The company has stated that the Exercise price will be at the discretion of the NRC. While we recognize that, in the past, the company has issued stock options at a reasonable discount to market price (~17% in the last two financial years), we note that this is a new ESOP scheme, and the company could issue stock options to employees at a significant discount. Further, as per the scheme the options granted shall vest if the employee continues to be in employment with the company and the compensation committee may lay down performance metrics for vesting at its discretion. We do not favour schemes where the exercise price is at a significant discount to market price. Thus, we are unable to support the resolution on account of no clarity on the criteria for vesting and the exercise price at which options will be granted. Hence, we do not support the resolution.

  3 for8 against
• Approval for extension of benefits of the “Motilal Oswal Financial Services Limited – Employees’ Stock Option Scheme – X” and Issuance of Stock Options to the Employees of present/future subsidiary company(ies)/holding company(ies)/associate company(ies) of the CompanyMoreLess

  ›Against Bandhan Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Helios Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Helios Mutual FundProposed ESOP Non-Compliant with SEBI (SBEB & SE) Regulations 2021: Interlinked to resolution #6. Governance concern: Scheme proposed to be extended to Holding & Associate Companies without compelling reason.
  • DSP Mutual FundThrough a separate resolution, the company proposes to extend the ESOP Scheme X to the employees of its subsidiary, holding and associate companies. Our view on this resolution are linked to our view on Resolution #6. Further, while we support the grant of stock options to unlisted subsidiaries, we do not support extension of schemes to associate companies. Also, there is no clarity on why the company seeks to extend the scheme to group companies: these may not have any business dealings with the company.
  • HDFC Mutual FundThere is lack of disclosure or clarity on the pricing formula or exercise price at which the ESOP will be granted
  • ICICI Prudential Mutual FundThe company proposes to extend the ESOP Scheme X to the employees of its subsidiary, holding and associate companies. The AMC do not support extension of ESOP schemes to associate companies and future associate companies without knowing the details of these companies. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundExcessive potential benefit to employee
  • SBI Mutual FundThe overall dilution of the ESOP Scheme X for 3,000,000 options is ~2.0% on the expanded capital base. The company has stated that the Exercise price will be at the discretion of the NRC. While we recognize that, in the past, the company has issued stock options at a reasonable discount to market price (~17% in the last two financial years), we note that this is a new ESOP scheme, and the company could issue stock options to employees at a significant discount. Further, as per the scheme the options granted shall vest if the employee continues to be in employment with the company and the compensation committee may lay down performance metrics for vesting at its discretion. We do not favour schemes where the exercise price is at a significant discount to market price. Thus, we are unable to support the resolution on account of no clarity on the criteria for vesting and the exercise price at which options will be granted. Hence, we do not support the resolution.

  2 for9 against

Mutual fund votes, meeting of 11 Jul 2023, 7 fund houses

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

• Consideration and Adoption of the Audited Standalone Financial Statements of the Company together with the Report of the Board of Directors and the Auditors thereon for the Financial Year ended March 31, 2023.MoreLess

  6 for0 against
• Consideration and Adoption of the Audited Consolidated Financial Statements of the Company together with the Report of the Auditors thereon for the Financial Year ended March 31, 2023.

  6 for0 against
• Declaration of final dividend of Rs. 3/- per Equity Share of face value of Re.1/- each andnconfirmation of the interim dividend paid of Rs. 7/- per Equity Share of face value of Re. 1/- each to its equity shareholders for the financial year ended March 31, 2023.MoreLess

  6 for0 against
• Appointment of a Director in place of Mr. Motilal Oswal (DIN: 00024503), who retires by rotation, and being eligible, offered himself for re-appointment.

  6 for0 against
• Appointment of a Director in place of Mr. Rajat Rajgarhia (DIN: 07682114), who retires by rotation, and being eligible, offered himself for re-appointment.

  6 for0 against
• Re-appointment of Mr. Ajay Menon (DIN: 00024589) as Whole-time Director of the Company.

  ›Against HDFC Mutual Fund, ICICI Prudential Mutual Fund, SBI Mutual Fund

  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • ICICI Prudential Mutual FundThe AMC has voted against the resolution considering that the remuneration structure of Mr. Ajay Menon’s has a variable pay which is capped at 15 times the fixed pay and his fixed pay could go up to Rs. 40.0 million over his five-year tenure.
  • SBI Mutual FundWe estimate Ajay Menon’s remuneration at Rs. 111.3 mn to Rs. 141.8 mn for FY24. A large quantum of his remuneration is variable in nature and reasonable for the size of business. However, we raise concerns over his remuneration structure: his variable pay has been capped at 15 times fixed pay and his fixed pay could go upto Rs. 40.0 mn over his five-year tenure, which is high. Further, in the last two years, his variable pay has shown a significant increase. Therefore, we are unable to reasonably estimate his remuneration for his tenure beyond FY24, which could be significantly higher. The company has not disclosed performance metrics which determine his variable pay or the quantum of stock options which could be granted to him.

  3 for3 against
• Re-appointment of Mr. Chitradurga Narasimha Murthy (DIN: 00057222) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  5 for1 against
• Re-appointment of Mr. Chandrashekhar Karnik (DIN:00003874) as an Independent Director of the Company.

  6 for0 against
• Re-appointment of Mr. Pankaj Bhansali (DIN:03154793) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  5 for1 against
• Re-appointment of Mrs. Divya Momaya (DIN:00365757) as an Independent Director of the Company.

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  6 for1 against
• Re-appointment of Mrs. Swanubhuti Jain (DIN:09006117) as an Independent Director of the Company.

  ›Against SBI Mutual Fund

  • SBI Mutual FundMs. Swanubhuti Jain, 43, is the Founder Director of Learn 2 Liberate Foundation. She has been associated with various companies such as Accenture Consulting India, Multi Commodity Exchange of India Ltd., Asit C. Mehta Investment Intermediates Ltd., ICICI Prudential Life Insurance Co. Ltd., Birla Sun Life Insurance Co. Ltd. & JITO Incubation and Innovation Foundation. She has been on the board since December 2020. She has attended all board meetings during FY23. We note that she is on the board of Arihant Capital Markets Limited, which is in the same line of business as Motilal Oswal Financial Services Limited: this creates a conflict of interest. Therefore, we do not support the resolution.

  5 for1 against
• Alteration to Articles of Association of the Company.

  6 for0 against
• Material Related Party Transaction(s) with Motilal Oswal Home Finance Limited, a subsidiary of the Company.

  6 for0 against

Mutual fund votes, meeting of 11 Jul 2022, 7 fund houses

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

• Consideration and Adoption of the Audited Standalone Financial Statement of the Company together with the Report of the Board of Directors and the Auditors thereon for the financial year ended March 31, 2022.MoreLess

  6 for0 against
• Consideration and Adoption of the Audited Consolidated Financial Statement of the Company together with the report of the Auditors thereon for the financial year ended March 31, 2022

  6 for0 against
• Declaration of final dividend of ₹3/- per equity share of face value of ₹1/- each and to confirm the interim dividend paid of ₹7/- per equity share of face value of ₹1/- each to its equity shareholders for the financial year ended March 31, 2022.MoreLess

  6 for0 against
• Appointment of Director in place of Mr. Raamdeo Agarawal (DIN: 00024533), who retires by rotation, and being eligible, offers himself for re-appointment

  6 for0 against
• Appointment of Director in place of Mr. Navin Agarwal (DIN: 00024561), who retires by rotation, and being eligible, offers himself for re-appointment

  6 for0 against
• Appointment of Statutory Auditors and fix their remuneration

  6 for0 against
• Material Related Party Transaction(s) with Motilal Oswal Home Finance Limited, a subsidiary of the Company

  7 for0 against
• Approval for payment of remuneration by way of commission to Non-Executive Directors including Independent Directors of the Company

  6 for0 against