Honasa Consumer CEO, chairman, board of directors and AGM

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

• To receive, consider and adopt the audited standalone financial statements of the Company for the financial year ended on March 31, 2024 together with the reports of the Board of Directors and Auditors thereon.MoreLess

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations. Non-disclosure of financial statements of one Subsidiary on its website.
  • Nippon India Mutual FundNon-disclosure of financial statements of one Subsidiary on its website.

  10 for4 against
• To receive, consider and adopt the audited consolidated financial statements of the Company for the financial year ended on March 31, 2024 together with the reports of Auditors thereon.

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundUnqualified Financial Statements. Non-Compliant with Companies Act, 2013 and SEBI LODR Regulations. Non-disclosure of financial statements of one Subsidiary on its website.
  • Nippon India Mutual FundNon-disclosure of financial statements of one Subsidiary on its website.

  7 for5 against
• To appoint a director in place of Ms. Ghazal Alagh (DIN: 07608292) who retires by rotation and being eligible, offers herself for re-appointment.

  13 for0 against
• To appoint S.R. Batliboi & Associates LLP, Chartered Accountants (Registration No. 101049W/E300004) as Statutory Auditors of the Company and to fix their remuneration

  14 for0 against
• To re-appoint Mr. Varun Alagh, (DIN: 07597289) as a Whole Time Director of the Company

  ›Against Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, WhiteOak Capital Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. No concern identified on merit of Director. Governance concern: Holding combined position of Executive Chairman. Gender biased remuneration.
  • Edelweiss Mutual FundMultiple resolutions clubbed in one
  • Invesco Mutual FundVarun Alagh, 40, is co-founder and promoter of Honasa Consumer Ltd. He serves as Wholetime Director, Chairperson and CEO of the company. Prior to Honasa Consumer Ltd, he worked with Hindustan Lever Limited, Diageo India Private Limited and Coca-Cola India Private Limited. He attended all fourteen board meetings held in FY24. Varun Alagh’s FY23 pay aggregated Rs. 15.0 mn. There is a discrepancy with respect to his FY24 pay – while the annual report states that his pay aggregated Rs. 20.0 mn, his pay as per the annual return stood at Rs. 40.0 mn. The shareholder notice only discloses his proposed pay for FY25 (Rs. 44.0 mn) and there is no disclosure on the terms for the rest of his tenure (1 April 2025 till 31 December 2029). While his proposed pay for FY25 is reasonable, we do not support the resolution in the absence of any clarity on his compensation terms
  • Nippon India Mutual FundHolding combined position of Executive Chairman.
  • WhiteOak Capital Mutual FundVarun Alagh is the promoter and one of the key persons responsible for the success and growth of Honasa. The company has clarified that any increase in remuneration for rest of his tenure i.e. (1 April 2025 till 31 December 2029), if any, will be first considered by the Nomination and Remuneration Committee of the Company and then recommended to the Board for their approval which shall be within the overall permissible limit of the Companies Act, 2013 and SEBI Listing Regulations, 2015. Any increase in remuneration during the rest of his tenure, which will result in excess of the overall permissible limit of the Companies Act, 2013 and SEBI Listing Regulations, 2015 the Company will first seek the approval of shareholders by way of Special Resolution and then give the effect of such increase in remuneration.

  6 for8 against
• To re-appoint Ms. Ghazal Alagh, (DIN: 07608292) as a Whole Time Director of the Company.

  ›Against Edelweiss Mutual Fund, Invesco Mutual Fund, WhiteOak Capital Mutual Fund

  • Edelweiss Mutual FundMultiple resolutions clubbed in one
  • Invesco Mutual FundMs. Ghazal Alagh, 35, is co-founder and promoter of Honasa Consumer Ltd. She is the Whole-time Director and Chief Innovation Officer of the company and attended all fourteen board meetings held in FY24. Ms. Ghazal Alagh’s FY23 pay aggregated Rs. 10.0 mn. There is a discrepancy with respect to her FY24 pay – while the annual report states that her pay aggregated Rs. 14.4 mn, her pay as per the annual return stood at Rs. 18.0 mn. The shareholder notice only discloses her proposed pay for FY25 (Rs. 19.8 mn) and there is no disclosure on the proposed terms for the rest of her tenure (1 April 2025 till 31 December 2029). While her proposed pay for FY25 is reasonable, we do not support the resolution in the absence of any clarity on her compensation terms
  • WhiteOak Capital Mutual FundGhazal Alagh is the promoter and one of the key persons responsible for the success and growth of Honasa. The company has clarified that any increase in remuneration for rest of her tenure i.e. (1 April 2025 till 31 December 2029), if any, will be first considered by the Nomination and Remuneration Committee of the Company and then recommended to the Board for their approval which shall be within the overall permissible limit of the Companies Act, 2013 and SEBI Listing Regulations, 2015. Any increase in remuneration during the rest of her tenure, which will result in excess of the overall permissible limit of the Companies Act, 2013 and SEBI Listing Regulations, 2015 the Company will first seek the approval of shareholders by way of Special Resolution and then give the effect of such increase in remuneration.

  9 for3 against
• To approve continuation of Mr. Ishaan Mittal (DIN: 07948671) as a Non-Executive Nominee Director

  14 for0 against

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

• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2018”

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual FundESOP 2018 and ESOP 2021 have a common pool of 12,900,000 options of which 3,667,528 options are available for further grant. Around 7.0 mn options have been already exercised (pre and post IPO) and the dilution for the unexercised/ yet to be granted options will be 1.8% on the expanded capital base. In case of ESOP 2018, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.6% to the current market price. The discount on options granted pre-listing was in the range of 11.9% - 99.4%. We do not favour schemes where the exercise price is not defined or could be at a significant discount to the 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Lack of clarity in the Scheme w.r.t Exercise Price or Pricing Formula. Governance Concern: Excessive benefit can be extended to an individual employee.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundESOP 2018 and ESOP 2021 have a common pool of 12,900,000 options of which 3,667,528 options are available for further grant. Around 7.0 mn options have been already exercised (pre and post IPO) and the dilution for the unexercised/ yet to be granted options will be 1.8% on the expanded capital base. In case of ESOP 2018, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.6% to the current market price. The discount on options granted pre-listing was in the range of 11.9% - 99.4%. We do not favour schemes where the exercise price is not defined or could be at a significant discount to the 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Therefore, we do not support the resolution
  • Nippon India Mutual FundInadequate Disclosure

  2 for8 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2018” to the Employees of Subsidiary Companies, Group Companies and Associate Companies of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2018 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Interlinked to resolution #1. Governance Concern: Scheme proposed to be extended to Group Companies and Associate Companies without compelling reason.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2018 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries
  • Nippon India Mutual FundStock options extended to employees of group companies , associates , holding companies

  2 for8 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan – 2021

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual FundESOP 2018 and ESOP 2021 have a common pool of 12,900,000 options of which 3,667,528 options are available for further grants. Around 7.0 mn options have been already exercised (pre and post IPO) and the dilution for the unexercised/ yet to be granted options will be 1.8% on the expanded capital base. Under ESOP 2021, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.6% to the current market price. The discount on options granted pre-listing was in the range of 93.9% - 97.0%. We do not favour schemes where the exercise price is not defined or could be at a significant discount to the 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Lack of clarity in the Scheme w.r.t Exercise Price or Pricing Formula. Governance Concern: NRC given discretion to determine Vesting Period. Excessive benefit can be extended to an individual employee.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundESOP 2018 and ESOP 2021 have a common pool of 12,900,000 options of which 3,667,528 options are available for further grants. Around 7.0 mn options have been already exercised (pre and post IPO) and the dilution for the unexercised/ yet to be granted options will be 1.8% on the expanded capital base. Under ESOP 2021, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.6% to the current market price. The discount on options granted pre-listing was in the range of 93.9% - 97.0%. We do not favour schemes where the exercise price is not defined or could be at a significant discount to the 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Therefore, we do not support the resolution
  • Nippon India Mutual FundInadequate Disclosure

  2 for8 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2021” to the Employees of Subsidiary Companies, Group Companies and Associate Companies of the Company

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, Invesco Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2021 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries.
  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Interlinked to resolution #3. Governance Concern: Scheme proposed to be extended to Group Companies and Associate Companies without compelling reason.
  • HDFC Mutual FundESOPs are being granted at a significant discount to market price
  • Invesco Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2021 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries
  • Nippon India Mutual FundStock options extended to employees of group companies , associates , holding companies

  2 for8 against

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

• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2018”

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundESOP 2018 and ESOP 2021 have a common pool and a maximum of 12,115,099 (3.8% of share capital as of December 2023) equity shares can be issued under these schemes. The notice states that all options have been granted prior to the IPO and any lapsed options will be available for fresh grants. In case of ESOP 2018, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.8% to the current market price. The discount on options granted pre-listing ranged between 11.9% to 99.4% of the fair value of the shares. We do not favour schemes where the exercise price is not defined or could be at a significant discount 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Further, there is no clarity on the exercise period under ESOP 2018. We do not support the resolution.
  • Invesco Mutual FundESOP 2018 and ESOP 2021 have a common pool and a maximum of 12,115,099 (3.8% of share capital as of December 2023) equity shares can be issued under these schemes. The notice states that all options have been granted prior to the IPO and any lapsed options will be available for fresh grants. In case of ESOP 2018, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.8% to the current market price. The discount on options granted pre-listing ranged between 11.9% to 99.4% of the fair value of the shares. We do not favour schemes where the exercise price is not defined or could be at a significant discount 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. When options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless these options vest based on performance parameters (which must be disclosed by the company). Further, there is no clarity on the exercise period under ESOP 2018. We do not support the resolution
  • Nippon India Mutual FundInadequate Disclosure

  2 for3 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2018” to the Employees of Subsidiary Companies, Group Companies and Associate Companies of the Company

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2018 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries.
  • Invesco Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2018 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #1. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries
  • Nippon India Mutual FundStock options extended to employees of group companies , associates

  2 for3 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan – 2021

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundESOP 2018 and ESOP 2021 have a common pool and a maximum of 12,115,099 (3.8% of share capital as of December 2023) equity shares can be issued under these schemes. The notice states that all options have been granted prior to the IPO and any lapsed options will be available for fresh grants. In case of ESOP 2021, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.8% to the current market price. All the options prior to listing were granted at the face value of Rs. 10.0. We do not favour schemes where the exercise price could be at a significant discount 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 the market price. If the stock options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless the options vest based on performance parameters, which must be disclosed by the company. Further, there is no clarity on the vesting and exercise period under ESOP 2021. We do not support the resolution.
  • Invesco Mutual FundESOP 2018 and ESOP 2021 have a common pool and a maximum of 12,115,099 (3.8% of share capital as of December 2023) equity shares can be issued under these schemes. The notice states that all options have been granted prior to the IPO and any lapsed options will be available for fresh grants. In case of ESOP 2021, the exercise price will be determined by NRC and will not be below the par value. Options granted at face value of Rs. 10.0 represent a discount of 97.8% to the current market price. All the options prior to listing were granted at the face value of Rs. 10.0. We do not favour schemes where the exercise price could be at a significant discount 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 the market price. If the stock options are granted at a steep discount, there is no alignment between the interests of investors and those of employees unless the options vest based on performance parameters which must be disclosed by the company. Further, there is no clarity on the vesting and exercise period under ESOP 2021. We do not support the resolution.
  • Nippon India Mutual FundLack of clarity on Vesting & exercise period

  2 for3 against
• Ratification of “Honasa Consumer Limited Employees Stock Option Plan - 2021” to the Employees of Subsidiary Companies, Group Companies and Associate Companies of the Company

  ›Against Axis Mutual Fund, Invesco Mutual Fund, Nippon India Mutual Fund

  • Axis Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2021 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries.
  • Invesco Mutual FundThe company seeks shareholder approval to extend benefits of ESOP 2021 to employees of subsidiary companies, group companies and associate companies. Our view is linked to resolution #3. Further, we do not support extension of ESOP schemes to employees of group companies (including associates) other than unlisted subsidiaries
  • Nippon India Mutual FundStock options extended to employees of group companies , associates

  2 for3 against