Nava CEO, chairman, board of directors and AGM

• Adoption of Financial Statements

  15 for0 against
• Declaration of final dividend on the equity shares

  15 for0 against
• Director liable to retire by rotation - Mr. D. Ashok

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance Concern: Chairman of the Board is related to Executive Director, may lead to concentration of power in the hands of single family.
  • Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of proposed appointee. Governance Concern: Chairman of the Board is related to Executive Director, may lead to concentration of power in the hands of single family.

  7 for8 against
• Director liable to retire by rotation - Mr. GRK Prasad

  15 for0 against
• Ratification of remuneration payable to Cost Auditors for the financial year 2025-26

  15 for0 against
• Appointment of Secretarial Auditors

  15 for0 against
• Commission payable to Non-Executive Directors

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundGovernance Concern: No absolute cap on commission payable to Promoter Non-Executive Directors. Transparency Concern: Ambiguity whether the proposal for payment of remuneration is in line with regulation or not.
  • Axis Mutual Fund, UTI Mutual FundAt the 2020 AGM, shareholders approved payment of commission to Independent Directors upto 1.0% of net profits, capped at Rs. 2.5 mn annually. The commission paid to Independent Directors was ~0.1% of standalone profits before tax between FY21 and FY25. During FY25, P. Trivikrama Prasad and D. Ashok, members of the promoter family, were redesignated from executive to non-executive capacities. Given this, the board currently comprises two Non-Executive Non-Independent Directors and five Independent Directors. Under the proposed 3.0% commission structure, the commission payable to Independent Directors is capped at Rs. 5.0 mn in aggregate annually. The remaining commission will be distributed amongst the Non-Executive Non-Independent Directors. The distribution amongst the directors will be as decided by the board. The Non-Executive Non-Independent Directors can be paid disproportionately under the proposed limit of upto 3.0% of net profits. We also raise concern that the company has not capped the commission in absolute terms- as profits grow, the total commission could increase significantly over the five-year tenure. We expect the company to cap the maximum commission payable to each non-executive director in absolute terms. We do not support the resolution. It is unclear why the company did not seek shareholder approval for payment of remuneration to D. Ashok for FY25, given that the payment exceeded the prescribed threshold of 50% of the total annual remuneration payable to all Non-Executive Directors, which mandates separate shareholder approval.
  • Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance Concern: No absolute cap on commission payable to Promoter NEDs. Transparency Concern: Ambiguity whether the proposal for payment of remuneration is also as per Reg 17 (6) (ca) of SEBI LODR or not?
  • HDFC Mutual FundThe proposed remuneration to directors is high considering the size and complexity of the business. We do not support the resolution.
  • ICICI Prudential Mutual FundThe Non-Executive Non-Independent Directors can be paid disproportionately under the proposed limit of up to 3.0% of net profits. Further, there is concern that the company has not capped the commission in absolute terms - as profits grow, the total commission could increase significantly over the five-year tenure. Thus, the AMC has voted against the resolution.
  • Kotak Mahindra Mutual FundAt the 2020 AGM, shareholders approved payment of commission to Independent Directors upto 1.0% of net profits, capped at Rs. 2.5 mn annually. The commission paid to Independent Directors was ~0.1% of standalone profits before tax between FY21 and FY25. During FY25, P. Trivikrama Prasad and D. Ashok, members of the promoter family, were redesignated from executive to non-executive capacities. Given this, the board currently comprises two Non-Executive Non-Independent Directors and five Independent Directors. Under the proposed 3.0% commission structure, the commission payable to Independent Directors is capped at Rs. 5.0 mn in aggregate annually. The remaining commission will be distributed amongst the Non-Executive Non-Independent Directors. The distribution amongst the directors will be as decided by the board. The Non-Executive Non-Independent Directors can be paid disproportionately under the proposed limit of upto 3.0% of net profits. We also raise concern that the company has not capped the commission in absolute terms- as profits grow, the total commission could increase significantly over the five-year tenure. We expect the company to cap the maximum commission payable to each non-executive director in absolute terms. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundGovernance Concern: No absolute cap on commission payable to Promoter NEDs. Transparency Concern: Ambiguity whether the proposal for payment of remuneration is also as per Reg 17 (6) (ca) of SEBI LODR or not?

  1 for14 against
• Change in designation of Mr. Ashwin Devineni (DIN:00007540), as Managing Director and Chief Executive Officer (CEO) of the Company

  15 for0 against
• Payment of bonus to the Managing Director of the Company's subsidiary Nava Bharat (Singapore) Pte. Limited (NBS)

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, UTI Mutual Fund

  • Angel One Mutual Fund, Nippon India Mutual FundGovernance & Transparency Concern: Non-disclosure of remuneration from subsidiary Company, hence fairness of total remuneration paid from the Group cannot be ascertained.
  • Axis Mutual Fund, SBI Mutual Fund, UTI Mutual FundAshwin Devineni, 42, is part of the promoter family and serves as the Managing Director and CEO of Nava Limited. He does not draw any remuneration from Nava Limited. He draws remuneration from Nava Bharat (Singapore) Pte. Limited (NBS), a wholly owned subsidiary, where he serves as the Managing Director. As per the existing terms, we estimate Ashwin Devineni’s FY25 pay at Rs. 213.1 (excluding bonus). The company now proposes to pay a bonus of USD 1.5 mn (Rs. 130.5 mn) for FY25, taking his aggregate FY25 pay to Rs. 343.6 mn. His remuneration is not in line with industry peers and is not commensurate with the size and complexities of the business. His pay has consistently outpaced the company’s performance. His FY25 pay represents 2.1% of consolidated profit before tax and 13.6% of consolidated employee benefit cost, which is high. The company should also disclose the performance metrics that determine variable pay. We do not support the resolution.
  • Bandhan Mutual Fund, Capitalmind Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. Governance & Transparency Concern: Non-disclosure of remuneration from subsidiary Company, hence fairness of total remuneration paid from the Group cannot be ascertained.
  • HDFC Mutual FundMr. Ashwin Devineni, 42, is part of the promoter family and serves as the Managing Director and CEO of Nava Limited. His remuneration is not commensurate with the size and complexities of the business. We do not support the resolution.
  • ICICI Prudential Mutual FundThe remuneration of Ashwin Devineni is not in line with industry peers and is not commensurate with the size and complexities of the business. Thus, the AMC has voted against the resolution;
  • Kotak Mahindra Mutual FundAshwin Devineni, 42, is part of the promoter family and serves as the Managing Director and CEO of Nava Limited. He does not draw any remuneration from Nava Limited. He draws remuneration from Nava Bharat (Singapore) Pte. Limited (NBS), a wholly owned subsidiary, where he serves as the Managing Director. As per the existing terms, we estimate Ashwin Devineni s FY25 pay at Rs. 213.1 (excluding bonus). The company now proposes to pay a bonus of USD 1.5 mn (Rs. 130.5 mn) for FY25, taking his aggregate FY25 pay to Rs. 343.6 mn. His remuneration is not in line with industry peers and is not commensurate with the size and complexities of the business. His pay has consistently outpaced the company s performance. His FY25 pay represents 2.1% of consolidated profit before tax and 13.6% of consolidated employee benefit cost, which is high. The Company has not disclosed the remuneration paid to Mr. Devineni from the subsidiary Company, neither in the Annual Report of the Company nor in Annual Report of the subsidiary Company. The company should also disclose the performance metrics that determine variable pay. We do not support the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  0 for15 against

• Appointment of Mr. Mwelwa Chibesakunda (DIN: 10805023) as an Independent Director of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundNo concern identified on the merits of proposed appointee. Non-Compliant with SEBI (LODR), 2015 & Companies Act, 2013: Terms and Conditions of appointment of proposed ID not disclosed on the website of the Company.

  1 for3 against
• Sub-division/ split of existing 1 (One) Equity Share of face value of Rs. 2/- (Rupees Two Only) each fully paid up into 2 (Two) Equity Shares of face value of Re. 1/- (Rupee One Only) each fully paid up and consequent alteration to the Memorandum of Association of the CompanyMoreLess

  4 for0 against
• Alteration of Capital Clause (i.e., Clause 3) of the Articles of Association of the Company

  4 for0 against

• Appointment of Mr. Nikhil Devineni (DIN: 08695842) as a Director and Whole-Time Director (designated as an Executive Director) and payment of remuneration

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Proposed appointment will lead to non-compliant Board with the requisite number of Independent Directors as required under SEBI LODR Regulations; No absolute cap on commission. Commission not linked with MD’s performance.

  2 for3 against

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

• Adoption of financial statements

  5 for0 against
• Declaration of dividend on the equity shares

  5 for0 against
• Ratification of remuneration payable to cost auditors for the financial year 2024-25

  5 for0 against
• Appointment of Mr. D. Ashok (DIN: 00006903) as Non-Executive Director and Chairman of the Board of the Company

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Chairman related to Executive Director. No absolute cap on proposed Commission.

  2 for3 against
• Re-appointment of Mr. Ashwin Devineni (DIN: 00007540), as Whole-Time Director designated as Chief Executive Officer (CEO) of the Company

  5 for0 against
• Re-appointment and payment of managerial remuneration to Managing Director of the Company's subsidiary, Nava Bharat (Singapore) Pte. Limited

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: No absolute cap on commission. Commission not linked with MD’s performance.

  2 for3 against
• Re-appointment of CA (Mrs.) B. Shanti Sree (DIN: 07092258) as an Independent Director of the Company

  5 for0 against

• Re-appointment of Dr. Indra Kumar Alluri (DIN: 00190168) as an Independent Director of the Company

  ›Against Groww Mutual Fund, Motilal Oswal Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundNo concern on the merit of proposed appointee. Non-Compliance: Re-appointment is not in accordance with law, no prior shareholders’ approval obtained for re-appointment as an ID.

  0 for2 against

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

• Adoption of financial statements

  2 for0 against
• Declaration of dividend on the equity shares

  1 for0 against
• Re-appointment of a director Mr GRK Prasad

  1 for0 against
• Ratification of remuneration payable to Cost Auditors for the financial year 2023-24

  1 for0 against
• Re-appointment and remuneration payable to Mr. GRK Prasad, (DIN: 00006852) Executive Directorn

  1 for0 against
• Re-appointment of Mr. K. Durga Prasad (DIN: 07946821) as an Independent director of the Company

  2 for0 against
• Re-appointment of Mr. GP Kundargi (DIN: 02256516) as an Independent director of the Company

  2 for0 against
• Change in terms of remuneration payable to the Managing Director of the Company’s subsidiary, Nava Bharat (Singapore) Pte. Ltd (NBS)n

  2 for0 against
• Payment of onetime bonus to the Managing Director of the Company’s subsidiary Nava Bharat (Singapore) Pte. Limited (NBS)

  2 for0 against
• Approval of grant of Restricted Stock Units under NAVA- Restricted Stock Unit Plan 2023n(“RSU 2023” or the “Plan”) to the Eligible Employees of subsidiary companiesn

  1 for0 against