Groww Issues Postal Ballot Notice for ESOP Amendments and Corporate Changes
Billionbrains Garage Ventures Limited has issued a comprehensive postal ballot notice seeking shareholder approval for five special resolutions, including ESOP scheme amendments covering 33.15 crore equity shares, extension to subsidiary companies, secondary acquisition provisions, funding arrangements through Groww Employee Welfare Trust, and Articles of Association amendments for director nomination rights. The remote e-voting process runs from December 20, 2025 to January 18, 2026.

*this image is generated using AI for illustrative purposes only.
Billionbrains Garage Ventures Limited has issued a postal ballot notice dated December 19, 2025, seeking shareholder approval for comprehensive amendments to its Employee Stock Option Scheme and other corporate initiatives. The notice outlines five special resolutions requiring member approval through remote e-voting.
Postal Ballot Details and Timeline
The company has engaged MUFG Intime India Private Limited as the registrar and share transfer agent for the postal ballot process. The remote e-voting period is scheduled from December 20, 2025, at 09:00 a.m. IST to January 18, 2026, at 05:00 p.m. IST.
| Parameter | Details |
|---|---|
| Cut-off Date | December 18, 2025 |
| Voting Period | December 20, 2025 to January 18, 2026 |
| Results Declaration | On or before January 20, 2026 |
| Scrutinizer | CS Pramod SM / CS Biswajit Ghosh (BMP Co. LLP) |
Employee Stock Option Scheme Amendments
The primary resolution seeks approval for amendment and ratification of the Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024. The amendments focus on changing the implementation route from direct allotment to trust-based execution through the Groww Employee Welfare Trust.
| Scheme Parameter | Details |
|---|---|
| Maximum Options | 33,15,18,413 equity shares |
| Implementation Method | Trust route via Groww Employee Welfare Trust |
| Exercise Period (Pre-listing) | Maximum 20 years from vesting date |
| Exercise Period (Post-listing) | Maximum 10 years from vesting date |
| Vesting Schedule | 25% after 12 months, 75% over next 36 months |
Extension to Subsidiary and Associate Companies
The second resolution proposes extending ESOP benefits to eligible employees of subsidiary and associate companies, both in India and overseas. This expansion aligns with SEBI regulations requiring separate shareholder approval for such extensions.
Secondary Acquisition and Funding Provisions
Two additional resolutions address the operational aspects of the trust-based ESOP implementation:
| Resolution Type | Key Provisions |
|---|---|
| Secondary Acquisition | Trust can acquire up to 5% of paid-up equity capital |
| Annual Limit | Maximum 2% acquisition per financial year |
| Funding Support | Company may provide interest-free loans to trust |
| Loan Limit | Up to 5% of paid-up capital and free reserves |
Articles of Association Amendment
The fifth resolution seeks to amend the Articles of Association to incorporate director nomination rights. The proposed changes include:
- PeakXV Partners Investments VI-1 retains right to nominate a non-executive director while holding the most equity shares and at least 10% of outstanding shares
- Each founder (Lalit Keshre, Harsh Jain, Ishan Bansal, and Neeraj Singh) maintains director nomination rights as long as they remain promoters
Regulatory Compliance and Process
All proposed resolutions comply with SEBI regulations, including the Share Based Employee Benefits and Sweat Equity Regulations, 2021, and Listing Obligations and Disclosure Requirements Regulations, 2015. The company confirmed no grants have been made under the scheme since the equity shares listing on November 12, 2025.
The postal ballot notice and explanatory statements are available on the company's website and will be published in English and Kannada newspapers. Members can inspect relevant documents by contacting corp.secretarial@groww.in during the voting period.
Historical Stock Returns for Groww
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +11.63% | +10.85% | -5.31% | +22.49% | +22.49% | +22.49% |

































