Travel Food Services CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 16 Sep 2026, 9 fund houses so far (houses' deadline to file 15 Oct 2026)

• a. The Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Reports of the Board of Directors and Statutory Auditors thereon. b. the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereonMoreLess

  9 for0 against
• To declare Final Dividend of Rs.10.25 per equity share of face value of Re.1 each for the financial year ended March 31, 2026.

  9 for0 against
• To appoint a Director in place of Mr. Vikas Vinod Kapoor (DIN: 09137136), who retires by rotation and being eligible, offers himself for re-appointment.

  9 for0 against

Mutual fund votes, meeting of 24 Sep 2025, 7 fund houses

• APPROVAL FOR ALTERATION OF THE ARTICLES OF ASSOCIATION OF THE COMPANY

  ›Against Axis Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual FundRegulations require shareholder approval for certain special rights granted to shareholders. Article 104A entitles promoters/ majority shareholders : Kapur Family Trust (Kapur Trust) and the SSP Group - through SSP Asia Pacific Holdings Limited (SSP): shareholding as on 11 July 2025 - 38.2% and 50.0% respectively; the right to nominate two nominee directors each on the board. This right is also extended, on a mutatis mutandis basis (with necessary changes), to the company's various board committees. Article 104B provides for conditions under which the proposed nomination rights fall away. In the event the shareholding of SSP reduces below 20% of the share capital but continues to be above 10%, it shall only have the right to nominate a maximum of one director; the same will also apply to Kapur Trust. The rights of nomination will fall of entirely if the threshold of 10% is not maintained. We note, board nomination rights at a 10% or above shareholding threshold, aligns with the minimum shareholding (10%), required for other public shareholders to be able to propose a resolution (and thus propose their nominee's appointment). However, we do not support committee nomination rights irrespective of an embedded minimum shareholding threshold. The determination of committee composition is the board's prerogative and must be decided by the board independently. We also believe it limits the board's ability to create independent board committees. We do not support the resolution. While the company has disclosed the articles being changed, it should have disclosed the draft AoA on the website. do not support the resolution.
  • ICICI Prudential Mutual FundThe AMC support the board nomination rights. However the AMC do not support the committee nomination rights and hence have voted against the resolution.
  • Kotak Mahindra Mutual FundIf company reduces their share less or equal to 10%, they will have right to nominate only one director. If they do alter the AoA, they would be able to nominate two directors at a time. It would be a direct interference in the independence of the Audit and NRC committee as they would be able to manipulate with the help of their directors. Being even a small shareholder, they can take decisions in their favour and it can harm the interest of minor holders. Hence, we do not favour the resolution.

  4 for3 against
• RATIFICATION OF THE TRAVEL FOOD SERVICES - EMPLOYEE STOCK OPTION PLAN

  ›Against Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual FundThe Travel Food Services - Employee Stock Option Plan comprises 658,397 options, of which 284,522 have been granted. The minimum and maximum vesting period shall be one year and not more than 5 years from the date of grant. The Nomination and Remuneration Committee (NRC) at its discretion, may also specify certain performance condition for vesting of options. The exercise price for the remaining options will be determined by the NRC but will not be lower than the face value of shares. Given the lack of clarity with respect to the exercise price and the performance conditions for the vesting of stock options, we are unable to assess if the scheme contours align with shareholders' interests. Therefore, we do not support the resolution.
  • Baroda BNP Paribas Mutual Fundcompany has not furnished the pricing details.
  • Kotak Mahindra Mutual FundAs the resolution does not have adequate information on the exercise price and the vesting period of the options, they have not fulfilling the regulatory requirements. Hence, we cannot support the resolution.

  4 for3 against
• RATIFICATION TO EXTEND BENEFITS OF THE TRAVEL FOOD SERVICES - EMPLOYEE STOCK OPTION PLAN TO THE EMPLOYEES OF THE GROUP COMPANY INCLUDING, SUBSIDIARY COMPANY OR ASSOCIATE COMPANY OR HOLDING COMPANY

  ›Against Axis Mutual Fund, Baroda BNP Paribas Mutual Fund, Kotak Mahindra Mutual Fund

  • Axis Mutual FundThrough a separate resolution the company proposes to extend the pre-IPO Travel Food Services - Employee Stock Option Plan to the employees of its subsidiary, associate and holding company. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support the extension of ESOP schemes to employees of group companies. Further, our view on this resolution is linked to our view on resolution #2.
  • Baroda BNP Paribas Mutual Fundcompany has not furnished the pricing details.
  • Kotak Mahindra Mutual FundAs the resolution does not have adequate information on the exercise price and the vesting period of the options, they have not fulfilling the regulatory requirements. They are extending the options benefits to group companies, without adequate discloser. Hence, we cannot support the resolution.

  4 for3 against

The board is made up as the listing rules require

Yes

The board has a regular chairperson

Yes

The company has a risk management committee

Yes

The chair is related to the managing director

No

The filing has a part on fines and penalties

No

The filing has a part on tax disputes

No

There was a cyber security incident in the quarter

No

The company's own answers in its filing.