INDO-MIM 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 and Consolidated Financial Statements of the Company for the financial year ended on March 31, 2026, together with the Reports of Directors and Auditors thereon.MoreLess

  21 for0 against
• To consider appointment of a director in place of Mr. Raj Chivukula (DIN 02484081), Director who retires by rotation and being eligible, offers himself for re-appointment.

  ›Against HSBC Mutual Fund

  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: Raj Chivukula has failed to attend at least 75 percent of board meetings in the most recent fiscal year, without a satisfactory explanation.

  20 for1 against
• To consider and ratify the remuneration payable to the cost auditor M/s. Jayaram & Associates, Practicing Cost Accountants with Firm Regn No. 101077 for FY27.

  21 for0 against
• Appointment of the Secretarial Auditors of the Company for a period of Five years from Fy 2026-27 till Fy 2030-31.

  19 for0 against
• Modification and Ratification of “INDO-MIM Employees Stock Option Plan, 2024 (“ESOP 2024”)”.

  ›Against Abakkus Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, The Wealth Company Mutual Fund, UTI Mutual Fund

  • Abakkus Mutual FundInadequate disclosures for key aspects of the ESOP plan, making it difficult to ascertain exact impact for minority shareholders
  • Aditya Birla Sun Life Mutual Fund, Canara Robeco Mutual Fund, UTI Mutual FundThe options pool comprises 72.3 mn options, of which 11.0 mn options have already been granted. The options when exercised would result in a dilution of ~12.8% on the expanded capital base. The minimum vesting period is one year, while the specific vesting schedule and conditions will be set out in the grant letter issued to employees. The exercise price shall be the face value of shares or as may be decided by the Nomination and Remuneration Committee (NRC). As per the red herring prospectus, the options granted prior to the IPO were issued at an exercise price of Re. 1.0, equivalent to the face value of the shares. The maximum exercise period is 15 months from the date of vesting. We do not favour ESOP schemes where the exercise price can be at a significant discount (greater than 20%) to market price for time-based vesting of stock options. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the options are issued at significant discount to the market price. Given the high dilution and that the exercise price could be at a substantial discount to the prevailing market price, we do not support this resolution.
  • Axis Mutual FundThe ESOP 2024 Plan provides for an option pool of 72.3 mn options, which could result in dilution of approximately 12.8% on the expanded capital base. While the scheme is intended to support employee retention and alignment, the exercise price may be determined at a significant discount to the prevailing market price. Given the combination of the potential dilution and the flexibility available in determining the exercise price, we believe additional alignment with minority shareholder interests would have been preferable. Accordingly, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual FundNon-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding the Exercise price and Maximum Vesting Period. Governance & Transparency concern: The Scheme provides discretion to the NRC to decide vesting periods, which may lead to exercise of excessive discretion by the Board or the Compensation Committee and does not enable shareholders to take an informed decision; Further the proposed limit of maximum options per employee indicates a potential for excessive benefits to a single employee under the ESOP Scheme; Lack of clarity as to the actual dilution since the number of outstanding options has not been disclosed.
  • HDFC Mutual FundExercise price of the ESOP is at a significant discount to current market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. We do not support the resolution.
  • 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 market price on the grant date. The company has not mentioned the performance parameters, targets and thresholds for vesting
  • Mirae Asset Mutual FundIn line with the internal voting guidelines (Passive holding)
  • SBI Mutual FundThe options pool comprises 72.3 mn options, of which 11.0 mn options have already been granted. The options when exercised would result in a dilution of ~12.8% on the expanded capital base. The minimum vesting period is one year, while the specific vesting schedule and conditions will be set out in the grant letter issued to employees. The exercise price shall be the face value of shares or as may be decided by the Nomination and Remuneration Committee (NRC). As per the red herring prospectus, the options granted prior to the IPO were issued at an exercise price of Re. 1.0, equivalent to the face value of the shares. The maximum exercise period is 15 months from the date of vesting. We do not support the resolution.

  7 for14 against
• Ratification of the extension of the benefits under the “INDO-MIM Employees Stock Option Plan, 2024 (“ESOP 2024”) to the employees of Subsidiary, Associate or Holding companies of the Company.

  ›Against Abakkus Mutual Fund, Aditya Birla Sun Life Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Canara Robeco Mutual Fund, Edelweiss Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund, The Wealth Company Mutual Fund, UTI Mutual Fund

  • Abakkus Mutual FundInadequate disclosures for key aspects of the ESOP plan, making it difficult to ascertain exact impact for minority shareholders
  • Aditya Birla Sun Life Mutual Fund, Canara Robeco Mutual Fund, HDFC Mutual Fund, UTI Mutual FundThe company proposes to extend the ESOP 2024 Plan to eligible employees of its existing and future subsidiary, holding, associate and group companies, in India or outside India. While we support the extension of the scheme to subsidiary company employees, we do not support extension of scheme to associate and holding companies. Further, our recommendation is linked to our view on resolution #5. We do not support this resolution.
  • Axis Mutual FundThe company proposes to extend the ESOP 2024 Plan to employees of its existing and future subsidiary, holding, associate and group companies. While extending stock-based incentives across the wider group may support talent retention and alignment, our view on this resolution is linked to our observations on Resolution No. 5. Accordingly, we do not support the resolution.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, PGIM India Mutual Fund, The Wealth Company Mutual FundProposed ESOP Plan is Non-compliant with SEBI (SBEB & SE) Regulations, 2021: Inadequate disclosures regarding the Exercise price and Maximum Vesting Period. Governance & Transparency concern: The Scheme provides discretion to the NRC to decide vesting periods, which may lead to exercise of excessive discretion by the Board or the Compensation Committee and does not enable shareholders to take an informed decision; Further the proposed limit of maximum options per employee indicates a potential for excessive benefits to a single employee under the ESOP Scheme; Lack of clarity as to the actual dilution since number of outstanding options has not been disclosed; Further, the resolution seeks to extend benefits under the ESOP Scheme to the employees of Holding company and Associates without adequate justification for extension of such benefits and no provision for reimbursement of cost to be incurred by the Company.
  • HSBC Mutual FundThe proposals include grant of units to employees of associate or holding company, without a compelling rationale.
  • Kotak Mahindra Mutual FundThe company is seeking to expand the ESOP plan to the employees of Subsidiary, Associate or Holding companies of the Company. We do not favour the extension of stock options to the associate company. Hence, we do not favour it.
  • Mirae Asset Mutual FundIn line with the internal voting guidelines (Passive holding)
  • SBI Mutual FundThe options pool comprises 72.3 mn options, of which 11.0 mn options have already been granted. The options when exercised would result in a dilution of ~12.8% on the expanded capital base. The minimum vesting period is one year, while the specific vesting schedule and conditions will be set out in the grant letter issued to employees. The exercise price shall be the face value of shares or as may be decided by the Nomination and Remuneration Committee (NRC). As per the red herring prospectus, the options granted prior to the IPO were issued at an exercise price of Re. 1.0, equivalent to the face value of the shares. The maximum exercise period is 15 months from the date of vesting. We do not support the resolution.

  6 for15 against