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.

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

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.

After a bruising 2025 for smallcap stocks, market sentiment is shifting toward a more selective and quality-focused approach. CA Anupam Tiwari, Head of Equity and founding member at Groww Mutual Fund, expects 2026 to present better opportunities for smallcap investors, though he cautions against expecting broad-based rallies.

Niche Businesses Offer Attractive Growth Despite Challenges

Tiwari believes the growth trajectory for niche and specialized smallcap businesses remains attractive, albeit uneven. These companies typically address specific market gaps in components, processes, or services rather than broad end markets.

Key factors for success in niche smallcaps:

• Longevity of the business opportunity
• Company's ability to reinvest capital at high returns
• Balance-sheet discipline during growth phases

"Many smallcaps fail not because demand disappears, but because capital allocation or leverage goes wrong while scaling," Tiwari explained. The fund manager emphasizes that growth alone is insufficient in the smallcap space, requiring accompanying improvements in margins, healthy cash-flow conversion, and sustainable return ratios.

Investment Strategy Focuses on Quality Over Broad Exposure

While mid and largecap outlooks have improved, smallcaps continue to lag in both earnings growth and share price performance. Tiwari views the current phase as part of a historical pattern where periods of strong outperformance are followed by consolidation phases.

"Small caps continue to remain one of the most effective ways to participate in India's economic transformation," Tiwari noted, emphasizing that many sector changes are being driven by companies in this market segment.

Earnings Recovery Expected by FY27 with Structural Improvements

Looking toward FY27, Tiwari sees improving earnings visibility for smallcaps, driven more by structural changes than cyclical factors. India's economic transformation has enhanced how small businesses operate, with better access to capital, formalized supply chains, improved governance standards, and enhanced scaling capabilities.

However, he expects the earnings recovery to be selective rather than uniform across the segment. "The next phase of growth is likely to be selective rather than broad-based," with outcomes driven by company-specific execution rather than macro conditions alone.

Valuation Landscape Requires Nuanced Approach

Regarding current valuations, Tiwari emphasizes the need for nuance in assessment. While broad-level moderation has occurred, valuations are not uniformly favorable across the fragmented smallcap universe.

Groww's QGaRP Investment Framework:

• Quality: Non-negotiable focus on business model and management
• Growth: Emphasis on companies with longer runways
• Reasonable Price: Flexible valuations within defined comfort levels

"Bottom-up stock selection is critical to this segment—outcomes are driven far more by company-specific execution than by market-level trends," Tiwari explained. This philosophy guides the Groww Small Cap Fund, currently open for subscription.

2026 Outlook: Constructive but Selective Recovery

Tiwari expects 2026 to be more constructive for smallcap investors compared to 2025, primarily because expectations have become more realistic and excesses in various pockets have been corrected.

"A straight-line recovery should not be expected," he cautioned, noting that smallcaps may continue experiencing volatility. However, as earnings visibility improves and fundamentals reassert themselves, the environment becomes more supportive for quality-focused investing strategies that can compound value over full market cycles.