Poonawalla Fincorp CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 24 Aug 2025, 20 fund houses

• To issue, offer and allot equity shares on Preferential basis

  ›Against Angel One Mutual Fund, Groww Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundTransparency concern: Certificate from Company Secretary not disclosed on website of the Company.
  • Groww Mutual Fund, Navi Mutual FundCompliant with law. Transparency concern: Certificate from Company Secretary not disclosed on website of the Company.

  17 for3 against
• To consider and approve borrowing powers of the Board of Directors under Section 180(1)(c) of the Companies Act, 2013 upto Rs. 75,000 Crore (Rupees Seventy-Five Thousand Crore only)

  20 for0 against
• Creation of security, charges on the movable and immovable properties of the Company under Section 180(1)(a) of the Companies Act, 2013 both present and future, in respect of borrowings.

  20 for0 against

Mutual fund votes, meeting of 29 Jul 2025, 20 fund houses

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of Directors’ and Auditors’ thereonMoreLess

  20 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2025 together with the Report of Auditors’ thereon

  20 for0 against
• To re-appoint Mr. Sunil Samdani (DIN: 10301175), who retires by rotation as a Director and, being eligible, has offered himself for re-appointment.

  20 for0 against
• To approve appointment of Secretarial Auditor of the Company.

  20 for0 against

Mutual fund votes, meeting of 15 Jun 2025, 15 fund houses

• Approve an amendment in the ‘Employee Stock Option Plan – 2024 Scheme -II’ (ESOP 2024 Scheme II)’ to increase the number of stock options in the Plan Pool allocated under ESOP 2024 Scheme II from 2 Crores stock options to 3.25 Crores stock options.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Potential maximum benefit to a single employee cannot be ascertained.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundNo concern with regard to proposed modification per-se, however, concern identified with regard to underlying schemes to which modification proposed. Governance Concern: Potential maximum benefit to a single employee cannot be ascertained.
  • HDFC Mutual FundThe ESOPs can be granted at a significant discount to market price. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for amendment in Employee Stock Option Plan 2024 Scheme II. The proposed modification is to alter the total pool options from 2,00,00,000 options to 3,25,00,000 options (by adding additional 1,25,00,000 Options in the pool). Under Employee Stock Option Plan 2024 Scheme II, a total of 2,00,00,000 stock options were initially approved, out of these, 1,82,77,000 options were granted to employees. Over time, 11,000 of the granted options lapsed and were added back to the pool, along with 17,23,000 options that were never granted. As on the date of this notice, 17,34,000 options remains available and ungranted under the scheme. There are no other changes to the Employee Stock Option Plan 2024 Scheme II. There are no concerns identified with regards to the modification to the scheme. However, the ESOP 2024 Scheme II does not prescribe a fixed upper limit on the benefit that may accrue to an individual employee. The Company in its Explanatory statement mentions, The maximum number of Options that may be granted to an Eligible Employee (as defined in ESOP 2024 Scheme II) will be determined by the NRC on a case-to-case basis. The NRC may in any financial year grant Options to an Eligible Employee (as defined in ESOP 2024 Scheme II) which may be equal to or exceed 1% (One percent) of the issued equity share capital (excluding outstanding warrants and conversions) of the Company." We believe given there is no absolute cap on number of options that can be allotted to any individual eligible employee, it restricts fair distribution of options among a wider pool of employees. Hence, we are voting against.
  • Nippon India Mutual FundPotential excessive benefit to a single employee.

  8 for7 against
• Extension of grant of employee stock options to the employee) of Holding and Subsidiary Company(ies) (if any in future) of the Company under “Employee Stock 0ption Plan-2024 -Scheme II” (ESOP 2024 SCHEME) as amended.MoreLess

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundGovernance Concern: Scheme proposed to be extended to Holding Companies without compelling reason.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual FundInterlinked to resolution #1. Governance Concern: Scheme proposed to be extended to Holding Companies without compelling reason.
  • HDFC Mutual FundThe ESOPs can be granted at a significant discount to market price. We do not support the resolution.
  • ICICI Prudential Mutual FundWe prefer to know the subsidiaries and holding companies whose employees stand receive ESOPs.Hence, the AMC has voted against the resolution
  • Kotak Mahindra Mutual FundThe Company is seeking shareholders approval for extension of grant of employee stock options to the employees of holding and subsidiary company(ies) (if any in future) of the Company under Employee Stock Option Plan 2024 Scheme -II (ESOP 2024 Scheme) as amended. However, due to the inter-linkage of the current matter with Resolution #1, the concerns under Resolution #1 shall also apply under the present Resolution. Hence, we are voting against.
  • Nippon India Mutual FundGovernance Concern: Holding Companies without compelling reason.

  7 for8 against

Mutual fund votes, meeting of 9 Jan 2025, 17 fund houses

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

• Appointment of Mr. Rajeev Sardana (DIN:06648276) as Non-Executive Independent Director of the Company for period of 3 years.

  ›Against Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundAppointment compliant with law. Governance Concern: Appointee holds a directorship position in an entity that is engaged in Loan services.

  14 for3 against
• Re-appointment of Mr. Sanjay Kumar (DIN: 09466542) as an Independent Director of the Company.

  17 for0 against
• Increase in the Borrowing Limit under Section 180(1)(c) of the Companies Act, 2013 upto Rs. 50,000 Crores.

  5 for0 against
• Creation of Charges on the movable and immovable properties of the Company under Section 180(1)(a) of the Companies Act, 2013 both present and future, in respect of borrowings.

  17 for0 against

Mutual fund votes, meeting of 3 Nov 2024, 17 fund houses

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

• Appointment of Mr. Kewal Kundanlal Handa (DIN: 00056826) as a Non Executive Independent Director of the Company for a period of three years.

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

  • Axis Mutual Fund, Navi Mutual FundKewal Kundanlal Handa, 72, is former Managing Director of Pfizer Limited. According to public sources, he is currently the Managing Partner at Conexus Social Responsibility Services Private Limited: an organization that provides CSR related services to corporates. The company also seeks shareholder approval for his continuation on the board once he attains 75 years of age on 22 August 2027 till the end of his term as required under amendments to SEBI’s LODR. We do not consider age to be a criterion for board appointments. He is an Independent Director on the board of five listed companies (including Poonawalla Fincorp Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as Managing Partner at Conexus Social Responsibility Services Private Limited, his responsibilities are equivalent to a whole-time directorship. Therefore, his high number of directorships on listed companies is not in keeping with the spirit of the regulation. We do not support his appointment as Independent Director.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  13 for3 against
• Appointment of Ms. Sonal Sanjay Modi (DIN: 03403571) as Non Executive and Non Independent Director of the Company, liable to retire by rotation.

  16 for0 against
• Payment of Commission to Non Executive Directors of the Company for a period of 5 (five) years commencing from April 01,2024.

  16 for0 against

Mutual fund votes, meeting of 23 Jul 2024, 16 fund houses

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended March 31, 2024 together with the Reports of the Board of Directors’ and Auditors’thereon.MoreLess

  16 for0 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended March 31, 2024 together with the Report of Auditors’ thereon

  16 for0 against
• To re-appoint Mr. Abhay Bhutada (DIN: 03330542), who retires by rotation and, being eligible, has offered himself for re-appointment.

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Inadequate disclosure on remuneration paid in previous tenure.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Zerodha Mutual FundInadequate disclosure on remuneration paid in previous tenure.

  9 for7 against
• To appoint M S K A & Associates, Chartered Accountants, (Firm Registration Number: 105047W) as a Joint Statutory Auditor of the Company and to fix their Remuneration.

  ›Against Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, JM Financial Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance & Transparency concern: Significant disparity in proposed audit fee of two Joint Auditors; Scope of audit not disclosed in the Notice.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Zerodha Mutual FundProposed fee is discriminatory. Scope of audit not disclosed.

  9 for7 against
• To appoint Mr. Arvind Kapil (DIN:10429289) as a Managing Director and Chief Executive Officer of the Company.

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual Fund

  • Axis Mutual FundArvind Kapil’s joins from HDFC Bank where he was group head overseeing the mortgage banking business. Before that he spearheaded the retail lending franchise at the HDFC Bank. The fixed remuneration for FY25 can be estimated at Rs. 69.9 mn, a one-time joining bonus of Rs 400.0 mn and fair value of 8.0 mn ESOPs to be granted at market price on date of joining at Rs 1271.1 mn: taking total payout to Rs 1741.6 mn. The proposed remuneration is not commensurate with the size of the company and much higher than that paid to peers in the industry. We raise further concern that the one-time bonus of Rs. 400 mn does not carry any malus or claw-back provisions – which is different when Sunil Samdani joined in October 2023 with a joining bonus of Rs.10 mn. The company must disclose performance metrics that determine variable pay. Although we support Arvind Kapil’s appointment as Managing Director and CEO, we do not support the proposed remuneration. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with Law. No concern on the merits of proposed appointee. Governance concern: Non-Disclosure of Justification & Locking period for one time joining bonus.
  • HDFC Mutual FundThe proposed remuneration is high considering the size and complexity of the business
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundInadequate Disclosure
  • Zerodha Mutual FundNon-Disclosure of Justification & Locking period for one time joining bonus.

  6 for10 against