Anand Rathi Share and Stock Brokers MD, chairman and AGM

• 1 - To approve material modification(s) to material related party transaction(s) which were approved earlier and proposed to be entered into by the Company with Anand Rathi Financial Services Limited (“ARFSL” / “Holding Company”) for the Financial Year 2026-27.MoreLess

  3 for0 against
• 2 - To approve material modification(s) to material related party transaction(s) which were approved earlier and proposed to be entered into by the Company with Anand Rathi Global Finance Limited (“ARGFL” / “Group Company”) for the Financial Year 2026-27.MoreLess

  3 for0 against

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

• 1- To receive, consider and adopt i. The Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Reports of the Board of Directors and the Auditors thereon; and ii. The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 together with the Report of the Auditors thereon.MoreLess

  3 for0 against
• 2 - To declare Final Dividend @ 100% of Rs. 5/- per equity share of face value of Rs. 5/- each for the Financial Year 2025-26.

  3 for0 against
• 3 - To appoint a Director in place of Mr. Vishal Jugal Laddha (DIN: 00033628), who retires by rotation and being eligible offers himself for re-appointment.

  3 for0 against
• 4 - To re-appoint M/s. R Kabra & Co. LLP, Chartered Accountants as Statutory Auditors of the Company.

  3 for0 against
• 5 - To approve appointment of Ms. Shruti Somani, Practising Company Secretary (COP No. 22487), as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years and to fix remuneration thereof.MoreLess

  3 for0 against
• 6 - To approve re-appointment of Mr. Roop Kishor Bhootra (DIN: 00033180) as the Whole Time Director of the Company and fixing of remuneration.

  ›Against Aditya Birla Sun Life Mutual Fund, quant Mutual Fund

  • Aditya Birla Sun Life Mutual FundRoop Kishor Bhootra, 52, is a Chartered Accountant and Whole-Time Director of the company with over three decades of experience in the financial services and capital markets industry. He has been associated with the Anand Rathi Group since 1995 and attended all ten (100%) board meetings held in FY26 and retires by rotation. He was paid a remuneration of Rs. 153.7 mn in FY26. Under the proposed terms, his annual remuneration for the proposed term will not exceed Rs. 250.0 mn, including basic salary, bonus, allowances and commission. We estimate his FY27 remuneration at Rs. 358.4 mn (including ESOPs). His estimated remuneration is high relative to the size and scale of company’s operations and peers. Further, total executive remuneration levels remain elevated, with FY26 pay constituting ~19.7 % of consolidated PBT and ~11.1% of employee benefit expenses. We raise concerns regarding the remuneration structure, which does not cap the variable pay nor detail the performance parameters that determine variable pay. Further, the overall remuneration cap appears high and is not commensurate with the size of the company, and there is no clarity on the quantum of stock options that may be granted in FY27. While we support his reappointment, given the high overall executive compensation levels and the lack of clarity in the remuneration structure, we do not support the resolution.
  • quant Mutual FundComplaint with the law. No concern identified w.r.t. their profiles, attendance and time commitments. Governance concern: Proposed remuneration quantum appears significant and on the higher size when compared to size & performance of the company and peer remuneration. Significant increase in remuneration has been sought, without adequate justification.

  0 for2 against
• 7 - To approve re-appointment of Mr. Vishal Jugal Laddha (DIN: 00033628) as the Whole Time Director of the Company and fixing of remuneration.

  ›Against Aditya Birla Sun Life Mutual Fund, quant Mutual Fund

  • Aditya Birla Sun Life Mutual FundVishal Laddha was paid a remuneration of Rs. 48.9 mn in FY26. Under the proposed terms, his annual remuneration for the proposed term will not exceed Rs. 100.0 mn, including basic salary, bonus, allowances and commission. We estimate his FY27 remuneration at Rs. 181.3 mn (including ESOPs). His estimated remuneration is high relative to the size and scale of company’s operations and peers. Further, total executive remuneration levels remain elevated, with FY26 pay constituting ~19.7 % of consolidated PBT and ~11.1% of employee benefit expenses. We raise concerns regarding the remuneration structure, which does not cap the variable pay nor detail the performance parameters that determine variable pay. Further, the overall remuneration cap appears high and is not commensurate with the size of the company, and there is no clarity on the quantum of stock options that may be granted in FY27. While we support his reappointment, given the high overall executive compensation levels and the lack of clarity in the remuneration structure, we do not support the resolution.
  • quant Mutual FundComplaint with the law. No concern identified w.r.t. their profiles, attendance and time commitments. Governance concern: Proposed remuneration quantum appears significant and on the higher size when compared to size & performance of the company and peer remuneration. Significant increase in remuneration has been sought, without adequate justification.

  0 for2 against
• 8 - To approve increase in the authorized share capital of the Company and consequent alteration of the Capital Clause of the Memorandum of Association of the Company.

  2 for0 against
• 9 - To approve introduction and implementation of ARSSBL Employee Stock Option Plan 2026 (“ESOP 2026”).

  ›Against Aditya Birla Sun Life Mutual Fund, Kotak Mahindra Mutual Fund, quant Mutual Fund

  • Aditya Birla Sun Life Mutual FundThe company proposes to grant upto 2,000,000 options which will result in a dilution of ~3.1% on the expanded capital base. The vesting of options will be subject to continued employment and based on specific performance parameters as may be decided by the NRC from time to time. Based on disclosures, the exercise price shall be determined by the Nomination and Remuneration Committee (NRC) and can be as low as the face value of the shares. We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. 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. We make an exception in cases where the vesting of such options is mandatorily linked to detailed performance parameters. We expect companies to provide granular clarity on performance criteria along with the associated targets, or a commitment to disclose such targets in the annual report after vesting. Given the lack of clarity on exercise price and performance parameters, we do not support the resolution.
  • Kotak Mahindra Mutual FundThe company proposes to grant upto 2,000,000 options which will result in a dilution of ~3.1% on the expanded capital base. The vesting of options will be subject to continued employment and based on specific performance parameters as may be decided by the NRC from time to time. Based on disclosures, the exercise price shall be determined by the Nomination and Remuneration Committee (NRC) and can be as low as the face value of the shares. Although the Company has disclosed the minimum and maximum vesting period, the Scheme empowers the Committee to determine / alter the vesting period at its discretion. Such discretion to alter vesting period, defeats the purpose of defining the vesting period between 1-5 years. The employees would be benefited financially, but company would not be able to retain the talent and it would defeat the purpose of ESOPs. Further, the discretion of NRC to determine the vesting period defeats the entire purpose behind law mandating the said disclosures to form part of the explanatory statement. We do not favour such practices. Hence, we do not favour the resolution.
  • quant Mutual FundRelated to the company's 2026 ESOP plan. Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-disclosure of exercise price/ pricing formula; discretion to NRC to determine exercise price; discretion to NRC to determine the vesting period. Governance concern: Potential maximum benefit that may be granted to a single employee appears to be excessive; discretion to alter/ vary material terms without shareholders’ approval; provision for unreasonable short Exercise period in case of termination of employment without cause. Governance and transparency concern: Scheme proposed to be extended to holding/ associate companies without compelling reasons and no affirmation on cost re-imbursement.

  0 for3 against
• 10 - To approve extension of the ARSSBL Employee Stock Option Plan 2026 (“ESOP 2026”) to the eligible employees of the Holding and/or Subsidiary(ies) and/or Associate Company(ies), if any of the Company.MoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Kotak Mahindra Mutual Fund, quant Mutual Fund

  • Aditya Birla Sun Life Mutual Fund, Kotak Mahindra Mutual FundThrough resolution #9 the company proposes to extend the ESOP Scheme 2026 scheme to eligible employees of holding, subsidiary company(ies) and/or associate company(ies). While we support extension ESOP schemes to unlisted subsidiaries, our view is linked to our view on resolution #9. We do not support the resolution.
  • quant Mutual FundRelated to the company's 2026 ESOP plan. Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Non-disclosure of exercise price/ pricing formula; discretion to NRC to determine exercise price; discretion to NRC to determine the vesting period. Governance concern: Potential maximum benefit that may be granted to a single employee appears to be excessive; discretion to alter/ vary material terms without shareholders’ approval; provision for unreasonable short Exercise period in case of termination of employment without cause. Governance and transparency concern: Scheme proposed to be extended to holding/ associate companies without compelling reasons and no affirmation on cost re-imbursement.

  0 for3 against