Bosch MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 5 Aug 2025, 31 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Standalone Financial Statements for the financial year ended March 31, 2025.

  30 for0 against
• Adoption of consolidated Financial Statements for the financial year ended March 31, 2025.

  31 for0 against
• Declaration of Final dividend.

  31 for0 against
• Re-appointment of Mr. Sandeep Nelamangala (DIN: 08264554) as a Director liable to retire by rotation.

  29 for0 against
• Ratification of remuneration payable to Cost Auditors.

  31 for0 against
• Appointment of Secretarial Auditor of the Company.

  31 for0 against
• Revision in the terms and conditions of remuneration of Mr. Guruprasad Mudlapur (DIN: 07598798), Managing Director.

  31 for0 against
• Revision in the terms and conditions of remuneration of Mr. Sandeep Nelamangala (DIN: 08264554), Joint Managing Director.

  31 for0 against
• Re-appointment of Mr. Guruprasad Mudlapur (DIN: 07598798) as Managing Director from July 01, 2026, to June 30, 2028.

  31 for0 against
• Re-appointment of Mr. Sandeep Nelamangala (DIN: 08264554) as Joint Managing Director from July 01, 2026, to June 30, 2029.

  29 for0 against
• Approval for providing loans to Companies for a further period of 5 years from December 12, 2025 in which Directors of the Company are interested.

  31 for0 against

Mutual fund votes, meeting of 7 Aug 2024, 25 fund houses

• Adoption of Standalone Financial Statements for the financial year ended March 31, 2024

  25 for0 against
• Adoption of consolidated Financial Statements for the financial year ended March 31, 2024

  25 for0 against
• Declaration of Final dividend

  25 for0 against
• Re- appointment of Mr. Guruprasad Mudlapur. (DIN: 07598798) as a director liable to retire by rotation.n

  25 for0 against
• Ratification of remuneration payable to Cost Auditors

  25 for0 against
• Revision in the approval of Material Related Party Transactions with Robert Bosch GmbH (RB GmbH), Germany for the revised period from 72nd AGM to be held in 2024 to 76th AGM to be held in the year 2028MoreLess

  25 for0 against
• Revision in the approval of Material Related Party Transactions with Bosch Automotive Electronics India Private Limited for the revised period from 72nd AGM to be held in 2024 to 76th AGM to be held in the year 2028MoreLess

  25 for0 against
• Revision in the approval of Material Related Party Transactions with Bosch Global Software Technologies Private Limited for the revised period from 72nd AGM to be held in 2024 to 76th AGM to be held in the year 2028MoreLess

  25 for0 against
• Approval of Material Related Party Transactions with Robert Bosch Power Tools, GmbH for the period from 72nd AGM to be held in 2024 to 76th AGM to be held in the year 2028

  25 for0 against
• Approval of Material Related Party Transactions with BSH Household Appliances Manufacturing Private Limited, for the period from 72nd AGM to be held in 2024 to 76th AGM to be held in the year 2028

  25 for0 against

Mutual fund votes, meeting of 1 Aug 2023, 22 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Standalone Financial Statements for the financial year ended March 31, 2023

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone and consolidated financial statements has been qualified, as the company has not obtained prior approval from its shareholders as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of related party transactions of Rs. 11,999.0 mn.
  • Edelweiss Mutual FundInadequate Details
  • HSBC Mutual FundA vote AGAINST the resolution is warranted given the auditors' qualified opinion that raises concerns over not taking of prior approval for material related party transactions with fellow subsidiary and effective operations of internal controls of the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for5 against
• Adoption of Consolidated Financial Statements for the financial year ended March 31, 2023

  ›Against Axis Mutual Fund, Edelweiss Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundWe have relied upon the auditors’ report, which has issued a qualified opinion on standalone and consolidated financial statements. The audit opinion on standalone and consolidated financial statements has been qualified, as the Company has not obtained prior approval from its shareholders as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of related party transactions of Rs. 11,999.0 mn.
  • Edelweiss Mutual FundInadequate Details
  • HSBC Mutual FundA vote AGAINST the resolution is warranted given the auditors' qualified opinion that raises concerns over not taking of prior approval for material related party transactions with fellow subsidiary and effective operations of internal controls of the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for5 against
• Declaration of Final dividend

  19 for0 against
• Mr. Markus Bamberger (DIN: 09200475) Director liable to retire by rotation, who does not seek re-election

  20 for0 against
• Appointment of Mr. Guruprasad Mudlapur (DIN:07598798) as Managing Director for term up to 3 years from July 1, 2023

  20 for0 against
• Appointment of Mr. Sandeep Nelamangala (DIN:n08264554) as Joint Managing Director from July 1, 2023 to June 30, 2026n

  20 for0 against
• Appointment of Mr. Stefan Grosch (DIN: 10145827)nas a Non-Executive Directorn

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundAppointment of Alternate Director

  19 for1 against
• Appointment of Mr. Soumitra Bhattacharya (DIN:n02783243) as a Non-Executive Directorn

  20 for0 against
• Ratification of remuneration payable to Cost Auditors

  20 for0 against
• Approval of Material Related Party Transactionsnwith Robert Bosch GmbH, Germany for the FYs 2023-24 to 2025-26n

  ›Against Baroda BNP Paribas Mutual Fund, Nippon India Mutual Fund

  • Baroda BNP Paribas Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval sought for more than 1 year.
  • Nippon India Mutual FundOmnibus approval for more than one year

  18 for2 against
• Approval of Material Related Party Transactions with Bosch Automotive Electronics India Private Limited for the FYs 2023-24 to 2025-26

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundThe company primarily purchases Electronic Control Units (ECU) from Bosch Automotive Electronics India Private Limited, which is then sold as a part of the overall fuel injection equipment (FIE) system supplied to OEMs in India. These transactions accounted for ~ Rs. 12.0 bn i.e., 8% of the company’s standalone turnover in FY23. While we support the operational transactions of purchase and sale of goods and services, we raise concern that the prospective transactions involve loans to be given to BAEIPL, which will be used for BAEIPL’s working capital requirements: however, there is no clarity on the interest rates at which these loans will be provided. The company has simply disclosed that the agreed upon interest rates will not be lower than the T-Bill/G-Sec rates prevailing at the time. We understand that working capital loans are generally priced higher than the T-Bill/G-Sec. While we draw comfort that this loan will be backed by a Corporate Guarantee from Robert Bosch GmbH, we believe that the onus of financial assistance to a fellow subsidiary, should be on the promoter entity. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval sought for more than 1 year.
  • Edelweiss Mutual FundRPT with sister concern should be avoided and above the thershold
  • Invesco Mutual FundThe company primarily purchases Electronic Control Units (ECU) from Bosch Automotive Electronics India Private Limited, which is then sold as a part of the overall fuel injection equipment (FIE) system supplied to OEMs in India. These transactions accounted for ~ Rs. 12.0 bn i.e., 8% of the company’s standalone turnover in FY23. While we support the operational transactions of purchase and sale of goods and services, we raise concern that the prospective transactions involve loans to be given to BAEIPL, which will be used for BAEIPL’s working capital requirements: however, there is no clarity on the interest rates at which these loans will be provided. The company has simply disclosed that the agreed upon interest rates will not be lower than the T-Bill/G-Sec rates prevailing at the time. We understand that working capital loans are generally priced higher than the T-Bill/G-Sec. While we draw comfort that this loan will be backed by a Corporate Guarantee from Robert Bosch GmbH, we believe that the onus of financial assistance to a fellow subsidiary, should be on the promoter entity. Therefore, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for more than one year

  10 for8 against
• Approval by ratification of Material Related Party Transactions with Bosch Automotive Electronics India Private Limited for the FY 2022-23 which has exceeded the prescribed the limits for the year ended March 31, 2023MoreLess

  18 for0 against
• Approval of Material Related Party Transactions with Bosch Global Software Technologies Private Limited for the FYs 2023-24 to 2025-26

  ›Against Axis Mutual Fund, Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, Nippon India Mutual Fund, Sundaram Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual FundBosch Global Software Technologies Private Limited (BGSTPL) is a fellow subsidiary of the company. It is a wholly owned subsidiary of Robert Bosch GmbH. BGSTPL is a supplier of technology and services, offering end-to-end Engineering, IT, and Business Solutions. BGSTPL is also a part of the promoter group as it owns 2.78% stake in the company (as on 31 March 2023). The transactions with Bosch Global Software Technologies Private Limited are primarily in the nature of receiving and rendering of services. These transactions accounted for ~ Rs. 6.2 bn i.e., 4.2% of the company’s standalone turnover in FY23. The company expects these transactions to aggregate to Rs. 15.0 bn per annum for three financial years from FY24 to FY26. While we support the operational transactions of receiving and rendering of goods and services, we raise concern that the prospective transactions involve loans to be given to BGSTPL. Further, the company has disclosed that BGSTPL will utilize the loans given by the company towards working capital requirements, however, there is no clarity on the interest rates at which these loans will be provided. The company has simply disclosed that the agreed upon interest rates will not be lower than the T-Bill/G-Sec rates prevailing at the time. We understand that working capital loans are generally priced higher than the T-Bill/G-Sec. While we draw comfort that this loan will be backed by a Corporate Guarantee from Robert Bosch GmbH, we believe that the onus of financial assistance to a fellow subsidiary, should be on the promoter entity. Therefore, we do not support the resolution.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual FundNon-Compliant with SEBI LODR Regulations: Omnibus approval sought for more than 1 year.
  • Edelweiss Mutual FundRPT with sister concern should be avoided and above the thershold
  • Invesco Mutual FundBosch Global Software Technologies Private Limited (BGSTPL) is a fellow subsidiary of the company. It is a wholly owned subsidiary of Robert Bosch GmbH. BGSTPL is a supplier of technology and services, offering end-to-end Engineering, IT, and Business Solutions. BGSTPL is also a part of the promoter group as it owns 2.78% stake in the company (as on 31 March 2023). The transactions with Bosch Global Software Technologies Private Limited are primarily in the nature of receiving and rendering of services. These transactions accounted for ~ Rs. 6.2 bn i.e., 4.2% of the company’s standalone turnover in FY23. The company expects these transactions to aggregate to Rs. 15.0 bn per annum for three financial years from FY24 to FY26. While we support the operational transactions of receiving and rendering of goods and services, we raise concern that the prospective transactions involve loans to be given to BGSTPL. Further, the company has disclosed that BGSTPL will utilize the loans given by the company towards working capital requirements, however, there is no clarity on the interest rates at which these loans will be provided. The company has simply disclosed that the agreed upon interest rates will not be lower than the T-Bill/G-Sec rates prevailing at the time. We understand that working capital loans are generally priced higher than the T-Bill/G-Sec. While we draw comfort that this loan will be backed by a Corporate Guarantee from Robert Bosch GmbH, we believe that the onus of financial assistance to a fellow subsidiary, should be on the promoter entity. Therefore, we do not support the resolution
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Nippon India Mutual FundOmnibus approval for more than one year

  9 for8 against
• Re-appointment of Dr. Gopichand Katragadda (DIN:02475721) as an Independent Director for a second term of five (5) years

  ›Against Axis Mutual Fund, HSBC Mutual Fund, Mirae Asset Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundDr. Gopichand Katragadda, 55, is the founder and CEO of Myelin Foundry – an Artificial Intelligence company. He is the former Group Chief Technology Officer and Innovation Head of Tata Sons. Prior to this, he was the Chairperson and Managing Director of GE India Technology Centre. He is also the Deputy President of the IET, Board of Trustees UK, and a member of the NASSCOM governing council for the Centre of Excellence for Data Science & AI. He has a BE degree in Electronics Engineering from Bangalore University and MS, PhD degrees in Electrical Engineering from Iowa State University. The company proposes to reappoint him as an Independent Director for five years from 4 December 2023. He has attended all five board meetings in FY23 (100%). However, as a member of the Audit Committee, he is accountable for the audit qualifications on the financial statements and internal financial controls: the company failed to seek shareholder approval in advance for related party transactions beyond the materiality threshold with a group company in FY23. Hence, we do not support his reappointment.
  • HSBC Mutual FundA vote AGAINST the following nominee is warranted because: Gopichand (Gopi) Katragadda serves on the audit committee, and there are significant concerns raised by the statutory auditors on the company's non-compliance over related party transactions with a fellow subsidiary, and effective operations of internal controls of the company.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  15 for5 against

Mutual fund votes, meeting of 3 Aug 2022, 20 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Consideration and Adoption of AuditednStandalone Financial Statements of thenCompany for the Financial Year ended Marchn31, 2022 and the Reports of the Board ofnDirectors and Auditors thereon.

  16 for0 against
• Consideration and Adoption of AuditednConsolidated Financial Statements of thenCompany for the Financial Year ended Marchn31, 2022 and the Reports of the Auditorsnthereon.

  15 for0 against
• Declaration of Dividend on Equity Shares.

  20 for0 against
• Re-appointment of Mr. Sandeep N.n(DIN: 08264554) as a Director liable to retirenby rotation.

  20 for0 against
• Appointment of Statutory Auditors of thenCompany.

  3 for0 against
• Re-appointment of Ms. Hema Ravichandarn(DIN:00032929) as an Independent Directornfor a second term of five (5) years.

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund

  • Axis Mutual FundMs. Hema Ravichandar, 61, is a strategic HR advisor advising several Indian and multinational corporations – she has about 39 years of industry experience. She was Senior Vice President and Global Head of Human Resources at Infosys Limited until 2005. Ms. Hema Ravichandar serves on the board of four listed companies (including Bosch Limited). Given their full-time responsibilities, regulations allow whole time directors of listed companies to be independent directors in maximum three listed companies. We believe that her responsibilities as an independent HR consultant are equivalent to a whole-time directorship. Therefore, the high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)

  18 for2 against
• Appointment of Ms. Padmini Kharen(DIN:00296388) as an Independent Director.

  ›Against Axis Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundMs. Padmini Khare, 57, is the Managing Partner of B. K. Khare & Co. She has over 24 years of experience serving large and mid-sized clients across businesses like manufacturing, oil and gas, banking and financial services, insurance, IT, hospitality, real estate and retail sectors. She is an Independent Director on the board of four listed companies, including Bosch Limited. Further, she was appointed as an Independent Director of Blue Dart Express Limited effective 28 July 2022. Given their full-time responsibilities, regulations allow whole time directors of listed companies to be independent directors in maximum three listed companies. We believe that her responsibilities as the Managing Partner of B. K. Khare & Co are equivalent to a whole-time directorship. Therefore, the high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundMs. Padmini Khare, 57, is the Managing Partner of B. K. Khare & Co. She has over 24 years of experience serving large and mid-sized clients across businesses like manufacturing, oil and gas, banking and financial services, insurance, IT, hospitality, real estate and retail sectors. She is an Independent Director on the board of four listed companies, including Bosch Limited. Further, she was appointed as an Independent Director of Blue Dart Express Limited effective 28 July 2022. Given their full-time responsibilities, regulations allow whole time directors of listed companies to be independent directors in maximum three listed companies. We believe that her responsibilities as the Managing Partner of B. K. Khare & Co are equivalent to a whole-time directorship. Therefore, the high number of directorships on listed companies are not in keeping with the spirit of the regulation. We do not have any doubt on Ms Khare's capabilities, however we vote against the resolution with the sole reason that our guidelines consider her role at Khare & Co to be equivalent to a whole time director on a listed firm.

  17 for3 against
• Appointment of Ms. Filiz Albrechtn(DIN: 0009607767) as a Non-Executive Director.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundCompliant with law. Governance concern: Alternate director appointed for the proposed appointee

  19 for1 against
• Appointment of Mr. Karsten Muellern(DIN: 08998443) as a Whole-time Director.

  20 for0 against
• Ratification of remuneration of Cost Auditors.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundCompliant with law. No concern over the merits of the auditors. Governance concern: Cost Audit fee significantly lower than the minimum suggested fee by ICAI. Scope of the turnover subject to Cost Audit not disclosed.

  19 for1 against

Mutual fund votes, meeting of 7 Apr 2022, 18 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Re-appointment of Mr. Soumitra Bhattacharya (DIN:02783243) as Managing Director from July 01, 2022 to June 30, 2023

  ›Against LIC Mutual Fund

  • LIC Mutual FundNo concern on merit of Mr. Soumitra Bhattacharya and Mr. Guruprasad Mudlapur. Non-Compliant Board with respect to required number of Independent Directors indicates high governance risk at the Company

  16 for1 against
• To appoint Mr. Guruprasad Mudlapur (DIN:07598798) as a Director of the Company

  ›Against LIC Mutual Fund

  • LIC Mutual FundNo concern on merit of Mr. Soumitra Bhattacharya and Mr. Guruprasad Mudlapur. Non-Compliant Board with respect to required number of Independent Directors indicates high governance risk at the Company

  16 for1 against
• To appoint Mr. Guruprasad Mudlapur (DIN:07598798) as Joint Managing Director from February 09, 2022 to February 08, 2025

  ›Against LIC Mutual Fund

  • LIC Mutual FundNo concern on merit of Mr. Soumitra Bhattacharya and Mr. Guruprasad Mudlapur. Non-Compliant Board with respect to required number of Independent Directors indicates high governance risk at the Company

  16 for1 against

Mutual fund votes, meeting of 5 Aug 2021, 18 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Consideration and Adoption of the Audited Standalone Financial Statements of the Company for the Financial Yearnended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon

  17 for0 against
• Consideration and Adoption of the Audited Consolidated Financial Statements of the Company for the FinancialnYear ended March 31, 2021 and the Reports of the Board of Directors and Auditors thereon

  17 for0 against
• Declaration of Dividend on Ordinary (Equity) Shares

  17 for0 against
• Re-appointment of Mr. Soumitra Bhattacharya as a Director, liable to retire by rotation

  18 for0 against
• Re-appointment of Mr. S.V. Ranganath as an Independent Director

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundShareholder's approval not obtained on time for reappointment of director

  16 for1 against

  1 abstained

• Appointment of Dr. Pawan Kumar Goenka as an Independent Director

  17 for0 against

  1 abstained

• Appointment of Mr. S.C. Srinivasan as a Joint Managing Director

  17 for0 against

  1 abstained

• Appointment of Mr. Sandeep N as an Executive Director

  17 for0 against

  1 abstained

• Appointment of Dr. Stefan Hartung as a Non-Executive Director

  17 for0 against

  1 abstained

• Appointment of Mr. Karsten Mueller as a Whole-time Director

  ›Against Nippon India Mutual Fund

  • Nippon India Mutual FundHolding dual positions of wholetime director and alternate director.

  16 for1 against

  1 abstained

• Appointment of Mr. Markus Bamberger as a Non-Executive Director

  17 for0 against

  1 abstained

• Ratification of remuneration payable to Cost Auditors

  17 for0 against