Latest news with #Esops
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Business Standard
13-07-2025
- Business
- Business Standard
InGovern flags governance concerns at REL, questions ESOP clawback
InGovern Research Services has flagged concerns over potential governance lapses at Religare Enterprises (REL) over an undeclared conflict of interest at its health insurance arm, Care Health Insurance (CHIL), and the continued opacity around the clawback of employee stock ownership plans (Esops) granted to former chairperson Rashmi Saluja. InGovern says Pratap Venugopal's 'dual role' — he was simultaneously REL's external legal counsel and an independent director of CHIL — 'raises fundamental governance questions'. The firm argues that the arrangement compromised the independence of REL's nomination and remuneration committee, and that disclosures on the conflict appear to be 'not transparently disclosed'. Responding to a query on the issue, Venugopal said he was never a legal advisor to CHIL but merely an independent director. 'At the request of the board of CHIL, opinions were obtained by KJ John & Co.... wherein I was a partner... neither the firm nor I received any fees for obtaining the opinions,' he said. In July 2024, the insurance regulator, the Insurance Regulatory and Development Authority of India (Irdai), fined CHIL ₹1 crore and ordered it to buy back 7.57 million vested Esops at ₹45.32 apiece and cancel the remaining 15.14 million unvested options. The InGovern report observes that over 80 per cent of CHIL Esops were allotted to Saluja — amounting to 2.5 per cent of CHIL's share capital — whose 'costs [were] ultimately borne by REL shareholders'. The grant price was less than half the ₹110 per share at which REL subsequently raised equity, which had fuelled doubts over fairness. 'Irdai issued an order holding the issuance of Esops to Saluja illegal. CHIL had filed an appeal before the Securities Appellate Tribunal under instructions from Saluja, who was then the non-executive chairperson of the board of directors of the company. Subsequent to Saluja's removal from the board, the company decided to withdraw the appeal. We offer no further comments as these issues are being examined internally,' REL said in an email response. Last month, the Enforcement Directorate summoned Venugopal in connection with the Esop transactions. The summons were later withdrawn after protests from the legal fraternity. Venugopal said he resigned as a partner of KJ John & Co. with effect from January 31, 2024. 'I severed all connection with the law firm and do not have any papers connected with the above-mentioned opinions with me.' Venugopal, who resigned as an independent director of CHIL on January 10, further said the summons 'nowhere stated that I was being summoned in the capacity of [an] independent director'. InGovern has argued that legal privilege cannot protect actions that may have facilitated regulatory breaches. The governance firm has called for immediate disclosures of full Irdai correspondence on the Esop grant issue, legal opinions, and board minutes justifying the Esop issuance and the valuation methodology for the Esop pricing. InGovern has further observed that the CHIL Esop matter finds no mention in REL's annual reports or shareholder communications, which it argues is a breach of market regulator Securities and Exchange Board of India's (Sebi's) disclosure norms. It has called for a Sebi probe into such disclosure lapses.
Time of India
12-07-2025
- Business
- Time of India
Flipkart's $1.5 billion Esop buyback timeline; from 2008 to now
Academy Empower your mind, elevate your skills Ecommerce leader Flipkart announced a $50 million employee stock buyback programme on Friday, which will provide liquidity to around 7,000–7,500 staff members ahead of the Walmart-owned company's initial public offering (IPO).All active employees as of July 5 can liquidate up to 5% of their outstanding options vested since July 6, 2022, Flipkart group chief executive Kalyan Krishnamurthy wrote in a note to employees. The buyback price is set at $174.32 per option, with payments expected in August company has been a major wealth creator among its peers in India's internet economy, with multiple employee stock option plan (Esop) buybacks aggregating to $1.5 billion across various tranches in the past six to seven the company was acquired by Walmart in 2018, Flipkart undertook a $500 million buyback as part of the deal. It was only for current employees, however, who could sell their vested stock options. It was completed over three to four disbursed a fresh set of Esops to its senior and middle-level staff in an attempt to retain key talent after Walmart took over the reins. The Esop distribution was part of the company's annual performance assessment Bengaluru-based etailer purchased $80-85 million worth of shares from employees as part of its $3.6 billion financing round. This was extended to only existing last major Esop buyback was in 2023, when it bought back stock options worth $700 million from current and former employees after the PhonePe split. More than 24,000 individuals, including former Flipkart and Myntra employees, were eligible for payments from the was the largest Esop buyback by an internet firm in India, topping the $500 million offered by Flipkart when Walmart acquired it in offer Esops for various reasons, including:Esop is an essential tool that provides liquidity to employees without the company having to go public. Eligible staff can offload a portion of their vested shares back to the company, offering them financial returns without the company needing to take the IPO are financial recognition that helps retain employees and keep them motivated. Some companies also combine buybacks with re-grants of options to maintain buybacks free up shares granted to employees, enabling companies to reissue them to new or existing employees.
Mint
03-07-2025
- Business
- Mint
Meesho files confidential draft papers for ₹4,250 cr IPO
Bengaluru: E-commerce firm Meesho Pvt. Ltd has filed a confidential draft prospectus with the markets regulator for an initial public offering to raise as much as ₹ 4,250 crore in primary capital, according to a person in the know. The Bengaluru-based companyreceived shareholders' approval last week for its IPO and a change in the designation of Meesho co-founder and chief executive Vidit Aatrey as chairman and managing director. Meesho declined to comment on Mint's queries. The company, which has raised capital from Fidelity Investments, SoftBank Group, Prosus, and Peak XV Partners, joins a host of new-age firms opting for a public-market listing this year despite volatile market conditions. India's Nifty 50 dropped to a 12-month low of 21,743.65 points in March, but has since rebounded. On Thrusday afternoon, the benchmark index was nearly unchanged at 25,501.00 points. Last week, fintech companyPine Labs filed draft prospectus for an IPO with the Securities and Exchange Board of India. Furniture makerWakefit and cloud kitchens playerCurefoods filed pre-IPO papers earlier this week. Confidential pre-IPO filings allow companies to keep sensitive information private for a longer duration and submit updated documents closer to the actual share Technologies,Steamhouse India,Groww, andPhysicsWallah, too, have opted for the confidential route for their IPO. Top secret: IPO-bound startups may opt for confidential filings to keep options open, sensitive information under wraps Meesho has reportedlyrejigged its board of directors ahead of its IPO, with representatives of SoftBank and Prosus giving up their board seats, as per a recent report by Moneycontrol. Meesho has also merged its Delaware-based entity, Meesho Inc., with its Indian arm, and secured approval for this from the National Company Law Tribunal, a regulatory filing showed. The company's filing mentioned a transaction pertaining to Meesho Ltd as being related to a 'merger involving a foreign company'. As per a certificate of incorporation issued by India's ministry of corporate affairs on 13 May, Meesho has officially changed its original name, Fashnear Technologies Pvt. Ltd, to Meesho Pvt. Ltd. Founded in 2015 by Vidit Aatrey and Sanjeev Barnwal, Meesho caters to online shoppers in tier-2, tier-3 cities and beyond. It has raised more than $1.3 billion in private funding and was last valued at nearly $4 billion. Meesho's revenue jumped 33% to ₹ 7,615 crore in 2023-24, while its loss narrowed to ₹ 53 crore, according to the company'sannual report. The e-commerce firm had posted a loss of ₹ 1,569 crore, excluding costs towards Esops, or employee stock ownership plans, in FY23. Meesho has not yet filed its financials for FY25.
Mint
01-07-2025
- Automotive
- Mint
Mahindra's ‘bull run' leads to biggest ever jump in annual pay for top executives
Mahindra & Mahindra Ltd has reported its biggest-ever annual jump in executive compensation in FY25, thanks to a surge in sport utility vehicle (SUV) sales and a robust rise in its stock price in a slowing auto market. According to the company's latest annual report, the total remuneration for top executives jumped 84% in FY25, significantly up from a 44% increase the previous year. The company's executive director and CEO (auto and farm sector), Rajesh Jejurikar, saw the biggest jump in annual remuneration, which includes exercise of employee stock ownership plans (Esops), at 99%. Mahindra Group's managing director and CEO, Anish Shah, saw his annual pay go up by 95%. Also Read: Ola skids in EV race as TVS, Bajaj race ahead in Q1 According to a person directly aware of the matter, the increase in the top executives' annual pay was largely due to the good performance of the company's shares, as managerial personnel hold the last five years, Mahindra's stock price has increased by over five times while Nifty Auto has seen a three-fold jump. Analysts attribute the strong performance of the company's shares to its surge in sales on the back of its products finding takers. 'While these (Esops) were given at a much lower value in prior years, the annual report reflects the value of exercise at the current price. Therefore, the increase in stock price is driving the increase in managerial compensation," the person said. Queries emailed to Mahindra and Mahindra Ltd remained unanswered until press time. In its annual report, the company disclosed that the remuneration of its managerial personnel is dependent on several factors, apart from the exercise of stock options. 'The remuneration of the Managing Director and Executive Director is decided based on the individual performance as well as performance of the company, inflation, prevailing industry trends and benchmarks," the company's annual report said. Mahindra rides SUV wave The average salaries of employees other than managerial personnel increased by 10% during the last financial year, compared to a 14% rise in FY24. 'Among all the auto companies, Mahindra has been outperforming for a while, which is giving investors confidence. Its SUV portfolio and the market's affinity for such products are helping the company attract investors," Saji John, senior research analyst atGeojit Financial Services, said. Also Read: India looks east to this new ally to ease China's grip on EV batteriesIn FY25, Mahindra and Mahindra recorded a 20% surge in sales to 551,000 units. Its closest rivals,Hyundai Motor India andTata Motors, both saw their sales decline by 3% during the last financial year to 598,666 units and 556,263. M&M has also continued to grow in sales in the current financial year, recording a 22% jump in sales to 152,067 units from April to June. 'In June, we achieved SUV sales of 47,306 units, a growth of 18%, and total vehicle sales of 78,969 units, a 14% growth compared to the same month last year. The quarter ended on a very positive note for us, marking the highest quarter ever for SUVs," Nalinikanth Gollagunta, CEO, Automotive Division, Mahindra and Mahindra. In the first quarter, Mahindra became the second-largest car maker in the country in terms of sales, while rivals Hyundai Motor India and Tata Motors lagged behind. Also Read: TVS Motor overhauls top team amid electric scooter surge On Tuesday, Mahindra's share price declined by 0.23%, compared to a 0.2% decline in Nifty Auto.
Mint
26-06-2025
- Business
- Mint
Bira beer maker raises ₹85 cr in rights issue, cuts workforce to rein in costs
New Delhi/Mumbai: B9 Beverages has already raised ₹85 crore by selling fresh shares to existing investors at a massive discount, as the maker of Bira beer shrinks its workforce and restructures its operations to focus on fewer markets to cut costs, people close to the development said. The company, founded by Ankur Jain in 2015, is raising a total ₹100 crore in a rights issue for working capital requirements, and the remainder ₹15 crore is expected to be raised by the middle of July, the people cited earlier said on the condition of anonymity. These shares are being sold at ₹325 apiece, a substantial discount of 55% from a previous round when Japanese beer maker Kirin came in at over ₹700 per share. B9 currently has about 6,500 private investors, and a large family office is also likely to now come in as a first-time investor. The people cited earlier also said B9 has now reworked its arrangements with four breweries, which will no longer manufacture exclusively for them. This is being done to control costs. Read more: India's liquor stocks are on a high—what's fuelling the rally, and what could derail it It is also in the midst of raising an ₹800 crore round through which some of its early backers may look to cash out. A rights issue is a mechanism to raise funds, in which a company offers its existing shareholders the chance to buy more shares typically at a discounted price, in proportion to their holdings. Workforce shrink "A huge amount of shares have come up for sale in the last two years largely because of an exodus of employees in the last two years who sold their employee stock options (Esops). The company has also pruned its employee base from 975-odd employees to 500 or so, some of these corporate employees had stock options. Interestingly the number of shareholders is more than what restaurant aggregator Zomato had itself before its IPO," said a company official, who is close to the development. Beer production is a capital-intensive industry, with states claiming nearly two-thirds of its revenues. It also has high freight costs, which reduces profitability. As per B9 Beverages' most recent filings with the ministry of corporate affairs, its operating revenue slumped to ₹638.5 crore in FY24 from ₹824.3 crore in FY23. Losses also widened significantly, rising to ₹748.8 crore in FY24 compared to ₹445.4 crore in FY23. The company, which had earlier planned to go public in 2026, has now put it off to 2028. Mint has also learnt that the company has multiple share classes, with equity holders owning only a small portion of the shares as of 16 June, when part of the rights issue closed. Other passive shareholders will also participate and the window will close by the middle of next month. So far, it has already received commitments for about 85% of the right's issue amount and the aggregate number of investors participating so far is over 300, which includes the large family office, which is expected to come for the first time. "It's definitely a big discount from the last time when the Japanese beer maker came in at ₹718 per share. From that, this is a 55% discount, that's why a lot of employees have participated. It's a good price. While my investment could go either way, most investors and myself believe this could go up because it's strengthening its position in many markets again, one of which is Delhi," the official cited earlier added. Shifting focus The company, according to its latest investor relations report accessed by Mint, has now reduced its focus from 25-30 big markets to just the bigger metros and four tier-II cities. Queries sent to Ankur Jain, the company's founder, remained unanswered till press time. Read more: India is the world's fastest-growing alcohol market when global demand cools In FY23, Japan's Kirin Global (the makers of Kirin Ichiban beer) invested $70 million to become the largest shareholder in B9 Beverages. In FY24, Tokyo-based Mitsubishi UFJ Financial Group invested $10 million in the company, which subsequently secured an additional $50 million in external commercial borrowing from Kirin and Tiger Pacific Capital. In February, Mint also reported that B9 was facing troubles with tax authorities in various states with huge pending liabilities not just to states but also to employees who had not been receiving salaries on time. However, a bulk of its employee dues from the last financial year have now been settled, said two company insiders. It has also worked on changing its sales and supply chain models in an attempt to turn the company around. It is now largely focusing on distributing its beer instead of manufacturing it, much like what other brands in the FMCG sector do, easing up its requirements for fixed and working capital. It has now reworked its business model with four breweries to move to contract manufacturing. Just two breweries—in Gwalior and Nagpur—will continue to exclusively produce for them. The beer company, in its investor deck, added that it was streamlining operations to focus on Andhra Pradesh, Delhi, Uttar Pradesh, and Maharashtra—which now account for 55% of its revenue. It said it cut its manufacturing footprint by 40%, reducing capacity from 25 million to 15 million cases to improve utilisation to 58% by FY26 and slash factory overheads by nearly 50%. A shift to contract manufacturing at four breweries will save it as much as ₹600 crore annually, it added. With this, its margins could rise to 66% in FY26 from 63% in FY24. Fixed costs, too, it said, had dropped by ₹2,000 crore versus FY24, driven by a 40% reduction in headcount and tighter control over marketing, with spends now focused on in-store promotions. Read more: India's liquor makers are having a party. And it's not going to end soon According to industry body Brewers Association of India, 400 million beer cases were sold in FY23 and about 430 million in FY25. Three large brands command an 86% share of the overall market, including Kingfisher, Carlsberg and Budweiser maker Ab InBev (in no particular order). According to Bira's investor deck for May 2025, it is the country's fourth-largest beer company with a manufacturing capacity of 2.1 million hectolitres or 25 million cases per annum.
