Rolex Rings MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 1 Mar 2026, 12 fund houses

• To approve revision in Remuneration of Mr. Manesh Dayashankar Madeka, Chairman & Managing Director [DIN: 01629788]

  ›Against Edelweiss Mutual Fund, Motilal Oswal Mutual Fund

  • Edelweiss Mutual FundWe had earlier raised concerns regarding the combined role held by Mr. Manesh Dayashankar Madeka at the AGM held on 25 September 2025 (in relation to retirement by rotation and re-appointment). Since our earlier concerns regarding the combined role continue to remain and remuneration is linked to the concerned position held by the director, we have voted AGAINST the remuneration proposal as well.
  • Motilal Oswal Mutual FundCompliant with law. No concern on quantum of remuneration. Governance Concern: Holding combined position as Chairman & Managing Director of the Company, which may lead to concentration of power in hands of single Director.

  10 for2 against
• To Approve revision in remuneration of Mr. Bhautik Dayashankar Madeka, Whole time Director [DIN: 01761543]

  12 for0 against
• To Approve revision in remuneration of Mr. Mihir Rupeshkumar Madeka, Whole time Director [DIN: 01778561]

  12 for0 against
• Approval of Re-classification of Persons forming part of Promoter Group from ’Promoter Group’ shareholder to ’Public’ shareholder

  ›Against Canara Robeco Mutual Fund, Edelweiss Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund

  • Canara Robeco Mutual Fund, Mahindra Manulife Mutual FundHemal Paresh Madeka is the nephew of Manesh Madeka (Promoter and CMD) and Sanjay Bhagwanji Bole is a relative of the promoter family. They have been classified as part of the promoter group since the company’s listing in August 2021. As on 31 December 2025, Hemal Madeka holds 1.13% stake, while Sanjay Bole does not hold any shares in the company. The company now proposes to reclassify them to the ‘public’ shareholder category. We understand that outgoing promoter-group shareholders do not exercise control, and the proposed reclassification is in line with statutory requirements. However, we note that Paresh Dayashankar Madeka, who is Hemal Paresh Madeka’s father, continues to be classified as part of the promoter group. Since immediate family members of Hemal Paresh Madeka continue to be classified as part of promoter group, we do not support his reclassification. While we support the reclassification of Sanjay Bhagwanji Bole, we are unable to support the resolution.
  • Edelweiss Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance concern: Relative of outgoing promoters are continuing in the promoter category. Transparency Concern: Lack of clarity regarding whether all the requisite conditions are also complied with by the persons related to the outgoing promoters.
  • Kotak Mahindra Mutual FundHemal Paresh Madeka is the nephew of Manesh Madeka (Promoter and CMD) and Sanjay Bhagwanji Bole is a relative of the promoter family. They have been classified as part of the promoter group since the company s listing in August 2021. As on 31 December 2025, Hemal Madeka holds 1.13% stake, while Sanjay Bole does not hold any shares in the company. The company now proposes to reclassify them to the public shareholder category. We understand that outgoing promoter-group shareholders do not exercise control. However, we note that Paresh Dayashankar Madeka, who is Hemal Paresh Madeka s father, continues to be classified as part of the promoter group. Since immediate family members of Hemal Paresh Madeka continue to be classified as part of promoter group, we do not support his reclassification. While we support the reclassification of Sanjay Bhagwanji Bole, we do not support the resolution.

  7 for5 against

Mutual fund votes, meeting of 29 Sep 2025, 14 fund houses

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

• To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2025 together with the reports of the Board of Directors and Auditors thereon.

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundWe have relied upon the auditors’ report, which issued a qualified opinion in respect of the demand notice for Rs 2,278.6 mn received by the company from the consortium member banks. The company has recognised total provisions of Rs 506 mn. Pending final outcome of the company’s negotiations, the auditors are unable to comment on the further adjustments, if any, that may be required to the financial statements. We understand that the company has seeked a legal opinion in this matter and recognised a limited portion of actual demand, however, we do not have certainity on the future ruling going in favour of the company and believe, the provision amount should have been recognised on conservative accounting basis. We do not support the resolution.
  • Invesco Mutual FundWe have relied upon the auditors’ report, which issued a qualified opinion in respect of the demand notice for Rs. 2,278.6 mn received by the company from the consortium member banks. The company has recognised total provisions of Rs. 506 mn. Pending final outcome of the company’s negotiations, the auditors are unable to comment on the further adjustments, if any, that may be required to the financial statements. We note that the auditors have highlighted certain issues related to the audit trail feature in the accounting software. We do not support the resolution
  • Nippon India Mutual FundQualified opinion regarding financial statements

  11 for3 against
• To Appoint Mr. Manesh Dayashankar Madeka (DIN: 01629788) who retires by rotation at this meeting as a Director and being eligible offers himself for re-appointment

  ›Against Edelweiss Mutual Fund, Motilal Oswal Mutual Fund

  • Edelweiss Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Combined position as Chairman & Managing Director of the Company, which may lead to concentration of power in hands of single Director.

  12 for2 against
• To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2025

  10 for0 against
• To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2026

  10 for0 against
• Re-Appointment of Mr. Manesh Dayashankar Madeka, [DIN: 01629788] as Chairman & Managing Director of the Company

  ›Against Edelweiss Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Edelweiss Mutual Fund, Motilal Oswal Mutual FundCompliant with law. No issues on merit of appointee. Governance Concern: Combined position as Chairman & Managing Director of the Company, which may lead to concentration of power in hands of single Director.
  • Invesco Mutual FundManesh Madeka, 67, is promoter and Chairperson and Managing Director. His FY25 remuneration was Rs. 12.0 mn. Based on his proposed terms, we estimate his FY27 remuneration at Rs. 19.4 mn, which is reasonable for the size of business and in line with peers. However, his remuneration terms include reimbursement of medical expenses for himself and his family without a reasonable cap, which we do not support. Therefore, while we support his reappointment, we do not support the proposed remuneration terms. Therefore, we do not support the resolution.
  • Nippon India Mutual FundGovernance Concern: Combined position as Chairman & Managing Director of the Company, which may lead to concentration of power in hands of single Director.

  10 for4 against
• Re-Appointment of Mr. Bhautik Dayashankar Madeka, [DIN: 01761543] as Whole time Director of the Company

  ›Against Invesco Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundBhautik Madeka, 60, is promoter and Whole-time Director. His FY25 remuneration was Rs. 9.0 mn. Based on his proposed terms, we estimate his FY27 remuneration at Rs. 15.2 mn, which is reasonable for the size of business and in line with peers. However, his remuneration terms include reimbursement of medical expenses for himself and his family without a reasonable cap, which we do not support. Therefore, while we support his reappointment, we do not support the proposed remuneration terms. Therefore, we do not support the resolution
  • Nippon India Mutual FundProfile of the candidate

  12 for2 against
• Re-Appointment of Mr. Mihir Rupeshkumar Madeka, [DIN: 01778561] as Whole time Director of the Company

  ›Against Invesco Mutual Fund, Nippon India Mutual Fund

  • Invesco Mutual FundMihir Madeka, 48, is part of the promoter family and Whole-time Director. His FY25 remuneration was Rs. 7.2 mn. Based on his proposed terms, we estimate his FY27 remuneration at Rs. 13.6 mn, which is reasonable for the size of business and in line with peers. However, his remuneration terms include reimbursement of medical expenses for himself and his family without a reasonable cap, which we do not support. Therefore, while we support his reappointment, we do not support the proposed remuneration terms. Therefore, we do not support the resolution
  • Nippon India Mutual FundProfile of the candidate

  12 for2 against
• Re-appointment of Mr. Pravinchandra Ratilal Dholakia, [DIN: 00844014] as an Independent Director:

  14 for0 against
• Re-appointment of Mr. Ashit Ravishankar Vankani, [DIN: 08988523] as an Independent Director

  14 for0 against
• Re-appointment of Ms. Jignasa Pravinchandra Mehta, [DIN: 08035567] as an Independent Director

  14 for0 against
• Appointment of MJP Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company and fix their remuneration

  14 for0 against
• Alteration in Share Capital of the company by way of sub-division/split of existing Equity shares of the Company

  14 for0 against

Mutual fund votes, meeting of 5 Sep 2024, 12 fund houses

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

• To receive, consider and adopt the Audited Financial Statements of the Company for the year ended March 31, 2024 together with the reports of Board of Directors and Auditors thereon

  12 for0 against
• To appoint Mr. Mihir Rupeshkumar Madeka who retires by rotation at this meeting as a Director

  12 for0 against
• To ratify the remuneration of Cost Auditors for the Financial Year ending March 31, 2025

  10 for0 against

Mutual fund votes, meeting of 21 Sep 2023, 11 fund houses

• To Receive, Consider and adopt the Audited Financial Statements of the company for the year ended March 31, 2023 together with the reports

  11 for0 against
• To appoint Mr. Bhautik Dayashankar Madeka who retires by rotation at this meeting as a Director

  11 for0 against
• To ratify remuneration of Cost Auditors for the Financial Year ending March 31, 2024

  11 for0 against
• To increase Managerial Remuneration of Mr. Manesh Dayashankar Madeka, Chairman and Managing Director

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with the law. No concern on quantum of remuneration. Governance Concern: Holding position of Executive Chairman

  10 for1 against

Mutual fund votes, meeting of 29 Jun 2023, 10 fund houses

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

• To Consider and approve Related Party Transactions pursuant to Section 188 of the Companies Act, 2013

  2 for0 against