Groww Shareholders Approve Employee Stock Option Scheme Amendments and Corporate Governance Changes

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Key Highlights

Billionbrains Garage Ventures Limited (Groww) successfully completed its postal ballot process on January 19, 2026, with all five special resolutions receiving overwhelming shareholder approval exceeding 90%. The resolutions covered Employee Stock Option Scheme 2024 amendments, extension of options to subsidiary employees, secondary acquisition provisions, employee welfare trust funding, and Articles of Association alterations. The remote e-voting process ran from December 20, 2025, to January 18, 2026, with 797,648 eligible shareholders participating in the democratic process.

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Groww has successfully concluded its postal ballot process, with shareholders overwhelmingly approving all five special resolutions related to employee stock option scheme amendments and corporate governance changes. The company announced the voting results on January 19, 2026, following a month-long remote e-voting process.

Postal Ballot Process and Participation

The remote e-voting process commenced on December 20, 2025, at 9:00 AM IST and concluded on January 18, 2026, at 5:00 PM IST. The company had 797,648 total shareholders as of the cut-off date of December 18, 2025, who were eligible to participate in the voting process.

Parameter: Details
Notice Date: December 19, 2025
Cut-off Date: December 18, 2025
Voting Period: December 20, 2025 - January 18, 2026
Total Eligible Shareholders: 797,648
E-voting Service Provider: MUFG Intime India Private Limited

Resolution Details and Voting Results

All five special resolutions were approved with substantial majorities, demonstrating strong shareholder confidence in the company's strategic initiatives. The resolutions covered various aspects of employee stock option schemes and corporate governance improvements.

Key Resolutions Approved

Resolution: Approval Rate (%) Votes in Favour Votes Against
ESOP Scheme Amendment: 90.06% 4,709,074,180 519,606,951
Subsidiary Employee Options: 90.05% 4,708,373,412 520,307,746
Secondary Acquisition: 90.06% 4,709,074,608 519,606,377
Employee Welfare Trust: 90.06% 4,709,074,724 519,606,271
Articles Alteration: 90.27% 4,719,928,496 508,752,602

Employee Stock Option Scheme Enhancements

The first resolution focused on the amendment and ratification of Billionbrains Garage Ventures Limited Employee Stock Option Scheme 2024, ensuring compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. This resolution received 90.06% approval from shareholders.

The second resolution extended the grant of stock options to eligible employees of subsidiary and associate companies under the same ESOP scheme, receiving 90.05% approval. This expansion demonstrates the company's commitment to incentivizing talent across its corporate structure.

Corporate Structure and Governance Improvements

Shareholders approved the provision for secondary acquisition of equity shares by the trust under the Employee Stock Option Scheme 2024, along with authorization for the company to provide funds to the Groww Employee Welfare Trust for share purchases. These measures enhance the operational flexibility of the employee benefit programs.

The fifth resolution, which received the highest approval rate of 90.27%, involved alterations to the company's Articles of Association, reflecting the organization's evolving corporate governance framework.

Scrutinizer Confirmation and Regulatory Compliance

CS Biswajit Ghosh of BMP & Co. LLP served as the appointed scrutinizer for the postal ballot process. The scrutinizer's report confirmed that all resolutions were passed with the requisite majority, ensuring compliance with regulatory requirements under the Companies Act, 2013, and SEBI Listing Regulations.

The voting results and scrutinizer's report have been made available on the company's website and will be submitted to the stock exchanges as required under Regulation 44 of the SEBI Listing Regulations.

Historical Stock Returns for Groww

1 Day5 Days1 Month6 Months1 Year5 Years
+2.84%+0.12%-1.13%+1.68%+50.75%+50.75%

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1 Year Returns:+50.75%