Vishal Mega Mart CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 29 Sep 2025, 31 fund houses

• To receive, consider and adopt the Audited Standalone & Consolidated Financial Statements of the Company for the financial year ended March 31, 2025, together with the Reports of the Board of Directors and Auditors thereon.MoreLess

  31 for0 against
• To appoint a director in place of Mr. Nishant Sharma (DIN: 03117012), who retires by rotation and being eligible, offers himself for re-appointment as a Director

  31 for0 against
• Re-appointment of M/s. Walker Chandiok & Co LLP as the Statutory Auditors of the Company

  31 for0 against
• Appointment of M/s. Chandrasekaran Associates as the Secretarial Auditors of the Company

  31 for0 against
• Approval for the payment of Commission to Ms. Neha Bansal, Non-Executive Independent Director (DIN: 02057007) of the Company for the Financial Year 2024-25

  31 for0 against
• Approval for the payment of Commission to Ms. Soumya Rajan, Non-Executive Independent Director (DIN: 03579199) of the Company for the Financial Year 2024-25

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

  • Angel One Mutual FundGovernance concern: Chairman of the Audit Committee and Nomination & Remuneration Committee is same person.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with law. Governance concern: Chairman of the Audit Committee and Nomination & Remuneration Committee is same person.

  24 for7 against
• Approval for the payment of Commission to Non-Executive Independent Directors of the Company

  31 for0 against
• Approval for waiver of excess remuneration of Mr. Gunender Kapur, Managing Director and Chief Executive Officer (DIN: 01927304) for the Financial Year 2024-25 arising from the exercise of Stock OptionsMoreLess

  31 for0 against
• Approval of remuneration paid/payable to Mr. Gunender Kapur, Managing Director and Chief Executive Officer (DIN: 01927304) of the Company for his remaining tenure

  ›Against Bank of India Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund

  • Bank of India Mutual Fund, Jio BlackRock Mutual FundGunender Kapur was paid Rs. 163.3 mn as cash pay and was granted stock options aggregating Rs. 678.3 mn in FY25. The company has not disclosed the quantum of stock options which will be granted to him during his tenure. Due to the lack of information, we are unable to estimate his remuneration. Thus, we do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because:• There is no disclosure on the performance targets that the executive needs to achieve based on which the annual bonus payout and vesting of options would be determined.• There is no disclosure on the type and quantum of ESOPs that could be granted to him each year.• The executive will be paid remuneration notwithstanding the company's financials and the regulatory limits, for the rest of his tenure.• His overall remuneration terms and pay quantum are aggressively positioned against the company's scale of operations.
  • Invesco Mutual FundGunender Kapur was paid Rs. 163.3 mn as cash pay and was granted stock options aggregating Rs. 678.3 mn in FY25. The company has not disclosed the quantum of stock options which will be granted to him during his tenure. Due to the lack of information, we are unable to estimate his remuneration. Thus, we do not support the resolution

  27 for4 against

Mutual fund votes, meeting of 19 Feb 2025, 21 fund houses

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

• Amendments and ratification of the Vishal Mega Mart Employees Stock Options Plan 2019

  ›Against Aditya Birla Sun Life Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual FundThe Company is seeking shareholders’ approval for the amendments and ratification of Vishal Mega Mart Employees Stock Options Plan 2019 (“ESOP 2019”), and subsequently to grant such options under the Scheme to eligible employees of the subsidiary company(ies) of the Company. The Company has proposed several amendments to its ESOP 2019, many of which are procedural changes following the recent Listing of the Company, however: - • The Company has provided unfettered authority to the Nomination & Remuneration Committee (NRC) to accelerate the Vesting period of options without any justification / rationale. Such discretionary powers to the NRC may create an unfair situation, whereby certain select employee(s) may be attributed with the benefits of such powers. We highlight that such an authority to the NRC defeats the purpose of the granting stock option, since such options are granted with an aim to not only reward employees monetarily but also to retain them for longer period of time. • The Company has vested NRC with powers to modify / alter / terminate the ESOP 2019 clauses without having to seek for shareholders’ approval. While we do not raise concern over procedural modifications being allotted to NRC / Board, the power to alter / modify / terminate the entire ESOP 2019 Scheme is not a good practice. In addition to the above observations w.r.t. the proposed amendments, we highlight some concerns under the ESOP 2019 Scheme: - 1. The Company has disclosed the minimum Vesting Period as 1-year. However, the Company has not specified the maximum period of Vesting (usually it is a good practice to provide the maximum time for vesting). 2. The Company has also not disclosed any price by which the price per option can be estimated. Further, the Company has given discretionary powers to the NRC to modify the terms of the ESOP 2019 Scheme. Such discretionary powers to the NRC to determine Exercise Price is not a good practice, as it bars the shareholders (or the eligible employees) to gauge the monetary benefit that will arise out of the concerned Scheme. 3. The Company has proposed to extend the Scheme to employees of the Group (including Associate & Holding) Companies. We do not favour the extension of ESOP benefits to Associate Companies. This is because the cost of ESOP grant to such entities would be borne out of company pockets. The Company should provide specific justification with respect to the intention and plans as to the applicability of such grants. Since the Explanatory Statement does not mention as to who shall bear the cost of extending the benefit of ESOPs to Associate Companies, we do not favour the grant of ESOPs to associate entities.
  • Edelweiss Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price as per SEBI Regulations. Governance Concern: NRC given discretion for Accelerated Vesting. Maximum Potential Benefit to a Single Employee.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The company has not disclosed the maximum period for vesting of the options.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The company has not specified objective performance parameters, performance targets and thresholds forvesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The company has not disclosed the maximum period for vesting of the options.
  • Sundaram Mutual Fund, UTI Mutual FundThe company seeks shareholder approval for amending and ratifying ESOP 2019. We raise several concerns regarding 2019 Plan and the proposed amendments: (i) There is lack of clarity on the name of the plan and the schemes underlying it. (ii) Under the plan, the company has notified certain schemes (which are enlisted in the red herring prospectus). We believe that the company should seek separate ratification for each scheme formulated under the umbrella 2019 Plan. The company should also disclose scheme wise details in the explanatory statement. (iii) The resolution enables the NRC to notify new schemes under the plan. The company should seek separate shareholder approval for each new scheme as may be formulated. (iv) The plan gives enabling powers to the company / board / NRC to define any event as a “liquidity event”. (v) The NRC will have powers to accelerate the vesting of options, which we do not support. (vi) It is unclear if approval of shareholders will be taken in case of amendment in notified schemes under the Plan. (vii) We do not favour ESOP schemes where options are granted at a significant discount to market price since stock options are ‘pay at risk’ options 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 pre-defined performance parameters and the company has disclosed the targets for such parameters. Since there is no clarity on the existing and proposed schemes under the plan, there is no clarity on the vesting criteria, vesting period and exercise price at which options will be granted. We do not support the resolution.

  1 for6 against
• Ratification of the extension of benefits under Vishal Mega Mart Employees Stock Options Plan 2019 to the eligible employees of subsidiary company(ies) of Vishal Mega Mart Limited

  ›Against Aditya Birla Sun Life Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, HSBC Mutual Fund, Sundaram Mutual Fund, UTI Mutual Fund

  • Aditya Birla Sun Life Mutual FundWhile no concern is being raised under Resolution #2 (extension of ESOP Benefits to Subsidiaries), we have identified concerns in the proposed ESOP Scheme itself (Resolution 1). Since the matter is inter-connected, the issues, as identified above, shall also extend to the subsidiary companies. Hence, the concern remains for the proposed extension of Scheme to Subsidiary Companies. Thus, we are raising concern on Resolution 2 due to inter-linkage with compliance concerns under Resolution 1.
  • Edelweiss Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Inter-linked with Resolution #1.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The company has not specified objective performance parameters, performance targets and thresholds for vesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a good market practice. • The company has not disclosed the maximum period for vesting of the options.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because: • The stock options may be issued with an exercise price at a discount to the current market price. • The company has not specified objective performance parameters, performance targets and thresholds forvesting. • The plan provides flexibility for accelerating the vesting period which is generally not considered a goodmarket practice. • The company has not disclosed the maximum period for vesting of the options.
  • Sundaram Mutual Fund, UTI Mutual FundThrough a separate resolution, the company seeks shareholder approval to extend the scheme to employees of subsidiary companies. Our view on this resolution is linked to our view on resolution #1. Thus, we do not support this resolution.

  1 for6 against