Wakefit Innovations CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 18 Jan 2026, 10 fund houses

• Approve Reclassification of Authorised Share Capital by classifying the Preference Shares into a resultant number of Equity Shares and consequent alteration to the Capital Clause of the Memorandum of Association of the CompanyMoreLess

  10 for0 against
• Approval and Ratification of Wakefit Employee Stock Option Plan – 2019 (ESOP 2019)

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval to ratify the pre-IPO Wakefit Employee Stock Option Plan – 2019 (ESOP 2019). As per the notice, the total ESOP pool comprises 12,806,928 stock options, representing 3.8% of the post-listing share capital as of 12 December 2025, of which 8,742,352 options were granted prior to the IPO. The Nomination and Remuneration Committee (NRC) has the discretion to determine vesting conditions, including performance parameters, and to set the exercise price based on factors such as employee seniority, experience, performance, role relevance, and the fair market value of the company’s shares. Prior to the IPO, options were granted at an exercise price of Re. 1.0 (face value). ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to market price. If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. As a good practice, companies must grant stock options at market price, or the options should have a performance-based vesting with clearly defined performance metrics and targets. Given the reason, we are unable to support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual FundNon-Compliant with SEBI (SBEB & SE) Regulations: Non-Disclosure of Exercise Price / Pricing Formula as per SEBI Regulations; Absolute Discretion to NRC to determine Exercise Price.
  • HDFC Mutual FundLack of clarity on the pricing of ESOPs. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted because:• The stock options may be issued with an exercise price at a discount to the market price on the grant date.• The company has not mentioned the performance parameters, targets and thresholds for vesting.
  • 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 FundGovernance & Transparency Concern: No bifurcation of ESOPs, lack of clarity to ascertain the maximum quantum of benefits per employee under the scheme.

  3 for7 against
• Approval for the upside arrangement under the Shareholders’ Agreement dated May 13, 2025, read with its Amendment Agreement dated June 25, 2025

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundAs per the provisions, if investors (other than RT and SIG) sell their respective Series D CCCPS or Series D1 CCCPS, and realize returns on the subscription price exceeding the upside threshold—defined as returns equal to or greater than 2.5 (Two Point Five) times the applicable portion of the subscription amount invested—such investors are required to share with the promoters an amount equal to 30% of the proceeds (net of all taxes) that exceed 30% IRR on the applicable portion of the respective subscription amount.We believe that such arrangements will align promoter interests to a controlled set of shareholders and may promote short termism, dependent on the time of exit of the investor, instead of long-term profitability goals. Therefore, we do not support such exit return incentive plans. We do not support the resolution
  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance Concern: Excess Nomination powers vested on the Promoters – Nomination Rights to Promoters will enable them to dictate the Company’s Management; this may prevent an independent functioning of the Board, as well as the Management. It shall also weaken the Board’s ability to exercise objective oversight. The Investors (Peak XV & Elevation Capital) are being vested with Nomination Rights without any limit against their shareholding in the Company – It will allow them to nominate Directors on the Board even with minimal stake, which would be unfair to other Investors.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• Compensation/profit sharing agreements have an inherent conflict of interest, and it is expected that the KMPs and employees act in long term interest of the company.
  • Mahindra Manulife Mutual FundAs per the provisions, if investors (other than RT and SIG) sell their respective Series D CCCPS or Series D1 CCCPS, and realize returns on the subscription price exceeding the upside threshold—defined as returns equal to or greater than 2.5 (Two Point Five) times the applicable portion of the subscription amount invested—such investors are required to share with the promoters an amount equal to 30% of the proceeds (net of all taxes) that exceed 30% IRR on the applicable portion of the respective subscription amount.We believe that such arrangements will align promoter interests to a controlled set of shareholders and may promote short termism, dependent on the time of exit of the investor, instead of long-term profitability goals. Therefore, we do not support such exit return incentive plans. We do not support the resolution.
  • Mirae Asset Mutual FundNeed more disclosures on the arrangement
  • Nippon India Mutual FundGovernance Concern: Excess Nomination powers vested on the Promoters will enable them to dictate the Company’s Management and prevent an independent functioning of the Board

  3 for7 against
• Approval for the right to nominate directors under the Shareholders’ Agreement dated May 13, 2025, read with its Amendment Agreement dated June 25, 2025

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundAs per Clause 3.2 of the shareholders agreement, the proposed board nomination rights allow the promoters, PXV VI, and Elevation to appoint directors without being subject to any minimum shareholding or continued ownership threshold. In the absence of such safeguards, these nomination rights may continue even if the relevant parties’ economic interest in the company materially declines over time. Therefore, even if the promoters’ shareholding reduces to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a minimum shareholding threshold. We do not support the resolution
  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance Concern: Arrangement favors only the Promoter Directors even though Market Risks are similar for all shareholders.
  • HDFC Mutual FundAs per Clause 3.2 of the shareholders agreement, the proposed board nomination rights allow the promoters, PXV VI, and Elevation to appoint directors without being subject to any minimum shareholding or continued ownership threshold. In the absence of such safeguards, these nomination rights may continue even if the relevant parties’ economic interest in the company materially declines over time. Therefore, even if the promoters’ shareholding reduces to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a shareholding threshold. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The proposal grants board nomination rights to the promoters is not subject to a minimum shareholding threshold, which could result in disproportionate and significant influence/control of such shareholders over the company's board.
  • Mahindra Manulife Mutual FundAs per Clause 3.2 of the shareholders agreement, the proposed board nomination rights allow the promoters, PXV VI, and Elevation to appoint directors without being subject to any minimum shareholding or continued ownership threshold. In the absence of such safeguards, these nomination rights may continue even if the relevant parties’ economic interest in the company materially declines over time.Therefore, even if the promoters’ shareholding reduces to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a minimum shareholding threshold. We do not support the resolution.
  • Mirae Asset Mutual FundNeed more disclosures on the arrangement
  • Nippon India Mutual FundGovernance Concern: Arrangement favors only the promoter directors even though market risks are similar for all shareholders.

  2 for8 against
• Approval for insertion of Article 102A in the Articles of Association of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual Fund, HDFC Mutual Fund, Mahindra Manulife Mutual FundThrough resolution #5, the company seeks shareholders’ approval to insert Article 102A in the Articles of Association (AoA), which gives board nomination rights to promoters and investors. Our view is linked to resolution #4. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance Concern: Excess Nomination powers vested on the Promoters – Nomination Rights to Promoters will enable them to dictate the Company’s Management; this may prevent an independent functioning of the Board, as well as the Management. It shall also weaken the Board’s ability to exercise objective oversight. The Investors (Peak XV & Elevation Capital) are being vested with Nomination Rights without any limit against their shareholding in the Company – It will allow them to nominate Directors on the Board even with minimal stake, which would be unfair to other Investors.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• The proposal grants board nomination rights to the promoters is not subject to a minimum shareholding threshold, which could result in disproportionate and significant influence/control of such shareholders over the company's board.
  • Mirae Asset Mutual FundLinked to #4 resolution
  • Nippon India Mutual FundGovernance Concern: Excess Nomination powers vested on the Promoters will prevent an independent functioning of the Board

  2 for8 against
• Approval for insertion of Article 168 in the Articles of Association of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThrough resolution #6, the company seeks shareholders’ approval to insert Article 168 in the Articles of Association (AoA). Our view is linked to resolution #3. We do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual FundCompliant with law. Governance Concern: Arrangement favors only the Promoter Directors even though Market Risks are similar for all shareholders.
  • HDFC Mutual FundThrough resolution #6, the company seeks shareholders’ approval to insert Article 168 in G I F V T R the Articles of Association (AoA). Our view is linked to resolution #3. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST these resolutions is warranted because:• Compensation/profit sharing agreements have an inherent conflict of interest, and it is expected that the KMPs and employees act in long term interest of the company.
  • Mahindra Manulife Mutual FundOur decision is linked to resolution # 3. We do not support the proposal.
  • Mirae Asset Mutual FundLinked to #3 resolution
  • Nippon India Mutual FundGovernance Concern: Arrangement favors only the Promoter Directors even though Market Risks are similar for all shareholders.

  2 for8 against