KSH International MD, chairman 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 financial statements of the Company for the financial year ended March 31, 2026, together with the reports of the Board of Directors (“the Board”) and the Auditors thereonMoreLess

  6 for0 against
• To appoint a director in place of Ms. Rakhi Shetty (DIN: 03124510), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013, and being eligible, offers herself for re-appointment.MoreLess

  6 for0 against
• To appoint a director in place of Mr. Rohit Kushal Hegde (DIN: 00134926), who retires by rotation in terms of Section 152(6) of the Companies Act, 2013, and being eligible, offers himself for re-appointment.MoreLess

  6 for0 against
• Appointment of M/s. KANJ & Co. LLP, Company Secretaries (Firm Registration Number: P2000MH005900 and Peer Review Certificate Number - 6309/2024) as the Secretarial Auditors of the Company.

  6 for0 against
• Ratification of remuneration to M/s. Joshi Apte & Associates, Cost Accountants (FRN: 000240) and Peer Review Registration no. 004/2024-25 as Cost Auditor of the Company for the financial year 2026-27.

  6 for0 against
• Approval of remuneration payable to the Independent Directors of the Company.

  1 for0 against

• To Ratify KSH Employee Stock Option Scheme 2025.

  ›Against Bank of India Mutual Fund, HDFC Mutual Fund, Kotak Mahindra Mutual Fund

  • Bank of India Mutual FundThe options pool comprises of 1,704,546 options, of which 107,413 options have been granted. The vesting of options is time based. The exercise price shall be determined by the Nomination and Remuneration Committee, and shall not be less than the face value of the equity share and may be up to the fair market value of the share. 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 should grant stock options at market price, or the options should have performance-based vesting with clearly defined performance metrics and associated targets. In this case, the exercise price can range from face value to fair market value, and the options have time-based vesting. Further, the maximum vesting period of six years exceeds the conventional vesting timeline. The scheme also extends to employees of the company's subsidiary, associate and holding companies. While we support the extension of stock options to employees of unlisted subsidiaries, we do not support the extension of ESOP schemes to employees of associate and group companies. In this case we do not support the underlying pre-IPO scheme and do not support the resolution.
  • HDFC Mutual FundThere is lack of clarity on the pricing of ESOPs. We do not support the resolution.
  • Kotak Mahindra Mutual FundThe options pool comprises of 1,704,546 options, of which 107,413 options have been granted. The vesting of options is time based. The exercise price shall be determined by the Nomination and Remuneration Committee, and shall not be less than the face value of the equity share and may be up to the fair market value of the share. 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. In this case, the exercise price can range from face value to fair market value, and the options have time-based vesting. Further, the maximum vesting period of six years exceeds the conventional vesting timeline. The NRC has been given the discretion to decide shorter Exercise period (maximum being 6 years), hence the Exercise Period may vary from employee- to- employee. The scheme also extends to employees of the company's subsidiary, associate and holding companies. In this case, we do not support the underlying pre-IPO scheme and do not support the resolution.

  2 for3 against