Sai Life Sciences MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Jun 2025, 20 fund houses

• To ratify ESOP Scheme 2008 of Sai Life Sciences Limited

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundInadequate disclosure regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive.
  • Axis Mutual FundOur view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosure regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on the date of grant and the scheme includes options which would vest based on time or performance. • The vesting can also be based on achievement of performance conditions, set by the NRC. However, the company has not specified the performance parameters, targets and thresholds for vesting. • The proposal includes grant of options to employees of the group companies without a compelling rationale.
  • ICICI Prudential Mutual FundDisclosures are inadequate. Hence, the AMC have voted against the resolution.
  • Invesco Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 6.3% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution
  • Kotak Mahindra Mutual FundThe company has not disclosed the Exercise Price which is a requirement according to SEBI mandating disclosures. Moreover, the company has mentioned that the Exercise Price and the Vesting Criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Hence vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We note that the company has clarified that if the number of ESOPs offered to any specific employee during any one year, equals to or exceeds 1% or more of the issued capital (excluding warrants and conversions), then the Company will obtain prior shareholders approval in accordance with applicable laws. However, ddiscretionary powers to NRC to vary the exercise price for grant of options defeats the purpose of SEBI requiring Companies to disclose the exercise price in the Notice when seeking shareholders approval. We do not support the resolution.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders).
  • Nippon India Mutual FundNon compliant and Inadequate disclosure
  • UTI Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 3.9% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution.

  5 for15 against
• Ratification of the extension of the benefits of ESOP Scheme 2008 to the employees of subsidiary companies and group companies of Sai Life Sciences Limited

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundInadequate disclosures regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Schemes proposed to be extended to Holding/ Associate Companies without compelling reason and no provision for cost reimbursement.
  • Axis Mutual FundOur view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Schemes proposed to be extended to Holding/ Associate Companies without compelling reason and no provision for cost reimbursement.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on the date of grant and the scheme includes options which would vest based on time or performance. • The vesting can also be based on achievement of performance conditions, set by the NRC. However, the company has not specified the performance parameters, targets and thresholds for vesting. • The proposal includes grant of options to employees of the group companies without a compelling rationale.
  • ICICI Prudential Mutual FundSchemes proposed to be extended to Holding/ Associate Companies without compelling reason(s).Hence, the AMC have voted against the resolution.
  • Invesco Mutual FundWe do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution
  • Kotak Mahindra Mutual FundThe Company has also proposed to extend the scheme to employees of the group companies, including holding, subsidiary and associate companies. We do not identify any issue in extending the scheme to its subsidiaries as there exists control of the Company and the contribution of the subsidiaries are consolidated in the Company s performance. However, the same cannot be argued in case of associate/ holding Company(ies). The Company should disclose specific justification with respect to the intention and plans with such grants. Moreover, our view is linked to resolution #1. Hence voting against.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • Nippon India Mutual FundNon compliant and Inadequate disclosure
  • UTI Mutual FundOur view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution.

  5 for15 against
• To ratify Management ESOP Scheme 2018 of Sai Life Sciences Limited

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundInadequate disclosure regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive.
  • Axis Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 3.9% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosure regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on the date of grant and the scheme includes options which would vest based on time or performance. • The vesting can also be based on achievement of performance conditions, set by the NRC. However, the company has not specified the performance parameters, targets and thresholds for vesting. • The proposal includes grant of options to employees of the group companies without a compelling rationale.
  • ICICI Prudential Mutual FundDisclosures are inadequate. Hence, the AMC have voted against the resolution.
  • Invesco Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 6.3% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution
  • Kotak Mahindra Mutual FundThe company has not disclosed the Exercise Price which is a requirement according to SEBI mandating disclosures. Moreover, the company has mentioned that the Exercise Price and the Vesting Criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Hence vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. Discretionary powers to NRC to vary the exercise price for grant of options defeats the purpose of SEBI requiring Companies to disclose the exercise price in the Notice when seeking shareholders approval. We do not support the resolution.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • Nippon India Mutual FundNon compliant and Inadequate disclosure
  • UTI Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 3.9% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution.

  5 for15 against
• Ratification of the extension of the benefits of Management ESOP Scheme 2018 to the employees of subsidiary companies and group companies of Sai Life Sciences Limited.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundInadequate disclosures regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Schemes proposed to be extended to Holding/ Associate Companies without compelling reason and no provision for cost reimbursement.
  • Axis Mutual FundESOP 2008 and Management ESOP 2018 will result in a maximum dilution of 3.9% on the expanded capital base (for the unexercised ESOPs). The exercise price and the vesting criteria will be set at the discretion of the Nomination and Remuneration Committee (NRC). Options may vest based on time or performance-based criteria. We do not favour ESOP schemes where options are granted at a significant discount to the market price, as stock options are ‘pay at risk’ instruments 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. We make an exception in cases where the vesting of such options is mandatorily linked to performance parameters and the company has disclosed the pre-defined performance targets for such parameters. In this case, there is no disclosure on the maximum discount, and vesting may not be mandatorily linked to performance criteria. Further, there is no disclosure on the vesting parameters and targets. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding Exercise price. Governance concern: Potential economic benefits to a single employee appears to be disproportionate and excessive. Schemes proposed to be extended to Holding/ Associate Companies without compelling reason and no provision for cost reimbursement.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPS. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the prevailing market price, on the date of grant and the scheme includes options which would vest based on time or performance. • The vesting can also be based on achievement of performance conditions, set by the NRC. However, the company has not specified the performance parameters, targets and thresholds for vesting. • The proposal includes grant of options to employees of the group companies without a compelling rationale.
  • ICICI Prudential Mutual FundSchemes proposed to be extended to Holding/ Associate Companies without compelling reason(s).Hence, the AMC have voted against the resolution.
  • Invesco Mutual FundWe do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution
  • Kotak Mahindra Mutual FundThe Company has also proposed to extend the scheme to employees of the group companies, including holding, subsidiary and associate companies. We do not identify any issue in extending the scheme to its subsidiaries as there exists control of the Company and the contribution of the subsidiaries are consolidated in the Company s performance. However, the same cannot be argued in case of associate/ holding Company(ies). The Company should disclose specific justification with respect to the intention and plans with such grants. Moreover, our view is linked to resolution #3. Hence voting against.
  • Mirae Asset Mutual FundESOP pricing at significant discount to market price (high discount implies non-alignment of potential future growth for shareholder and ESOP holders)
  • Nippon India Mutual FundNon compliant and Inadequate disclosure
  • UTI Mutual FundOur view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies other than subsidiaries. We do not support the resolution.

  5 for15 against
• Appointment of dr. Dinesh V Patel (DIN- 11010657) to the office of independent director

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund

  • Angel One Mutual FundAssurance statement of independence by Board not disclosed. Governance Concern: Excessive shareholding in the Company may adversely affect the Independence of the Director and may consequently give rise to conflict-of-interest situations.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundNon-Compliant with Companies Act, 2013: Assurance statement of independence by Board not disclosed. Governance Concern: Excessive shareholding in the Company. No concern identified on the merit of proposed appointee.

  15 for5 against
• APPOINTMENT OF MR. SIVARAMAKRISHNAN CHITTOR, (DIN: 01092158) AS WHOLE-TIME DIRECTOR OF THE COMPANY

  ›Against Invesco Mutual Fund

  • Invesco Mutual FundSivaramakrishnan Chittor, 54, has been associated with Sai Life Sciences Ltd. since 2009. He initially joined as Senior Vice President and Head of Finance and served as CFO from 2014 to 2019, and again from 2021 onwards. The company seeks shareholder approval to appoint him as a Wholetime Director from 28 April 2025. He will continue to receive remuneration in his capacity as CFO, with no additional compensation for his role as Wholetime Director. According to the prospectus, he was granted 110,000 ESOPs in FY25 up to the date of the prospectus and has previously received over 600,000 ESOPs under ESOP 2008 and Management ESOP 2018. However, there is no disclosure on the fair value of these ESOPs or on his future compensation. Only a salary floor is mentioned, with no clarity on increments, variable pay components, or stock options. In the absence of such disclosures, we are unable to assess his total compensation. The company should disclose comprehensive remuneration details and clarify how the Nomination and Remuneration Committee has benchmarked his pay against peers. We do not support the resolution. The company must also disclose the performance metrics that determine variable pay

  19 for1 against