Groww faces proxy advisory pushback over Esop, board nomination proposals

The stockbroker is seeking shareholder approval for amendments to the ESOP scheme and rights for founders to appoint directors to the board

Proxy advisory firm Institutional Investor Advisory Services (IiAS) has recommended against all five resolutions proposed by Billionbrains Garage Ventures Limited, the parent company of Groww, citing governance and transparency concerns.

 

The stock broker is seeking shareholder approval for amendments to the employee stock option (ESOP) scheme and rights of founders to appoint directors on the board.

 

In its voting advisory, IiAS opposed the company’s proposal to amend and ratify its ESOP Scheme 2024, under which up to 331.5 million stock options may be granted.

 

The proxy advisory firm flagged the absence of clarity on the exercise price, which will be determined by the nomination and remuneration committee. It highlighted that the options could have an unusually long exercise period.

 

“If the stock options are granted at a significant discount, there is no alignment between the interests of investors and those of employees. Further, we highlight that the exercise period for the option can be up to 20 years from the date of vesting and up to 10 years for ESOPs granted post listing from the date of vesting. Having such a long exercise period can materially increase the cost of the option and probability for the option to be in-the-money,” said IiAS.

 

It added that it is unusual for companies to have such a long exercise period for ESOP schemes. The company has also sought approvals for amending its ‘articles of association’ (AoA), granting investor Peak XV Partners Investments VI-1 right to nominate a non-executive director to the board.

 

The amendments will also entitle each founder — Lalit Keshre, Harish Jain, Ishan Bansal, and Neeraj Singh — to nominate a director on the board of the company as long as they are promoters.

 

“Even if the promoters’ shareholding reduces to negligible levels, they will continue to hold these board nomination rights. We do not support board nomination rights without a minimum shareholding threshold,” said the report.

 

However, the advisory firm has supported granting the rights to Peak XV Partners, subject to a 10 per cent shareholding in the company.

 

IiAS also recommended voting against extending the ESOP scheme to employees of subsidiary and associate companies. It was also against proposals allowing secondary acquisition of shares by Groww Employee Welfare Trust and financial support for it. These resolutions, IiAS said, are closely linked to the broader concerns surrounding the ESOP structure.

 

Emails to Groww seeking comment on the matter remained unanswered till the time of going to press.

 

Billionbrains got listed on the exchanges in November 2025.

 

The remote e-voting on the resolutions began on December 20, 2025, and will end on January 18, 2026. 

Key takeaways

• IiAS opposed Groww's Esop proposal, citing long exercise period can increase the cost of option
• Huge discount in options will disrupt the balance between the interests of investors and those of employees, the firm said
• IiAS also recommended against extending the Esop scheme to employees of subsidiary and associate companies