Godrej Agrovet CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 6 Aug 2025, 17 fund houses

• Adoption of Financial Statements for the Financial Year ended March 31, 2025

  17 for0 against
• Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2025

  17 for0 against
• Re-appointment of Mr. Nadir Godrej (DIN: 00066195), as a “Director”, liable to retire by rotation, who has offered himself for reappointment

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund

  • Angel One Mutual FundGovernance concern: Chairman related to Executive Director. Chairperson should not be related to any person having Executive position.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundCompliant with law. No concern on the merits of the proposed appointee. Governance concern: Chairman related to Executive Director

  11 for6 against
• Re-appointment of Ms. Tanya Dubash (DIN: 00026028) as a “Director”, liable to retire by rotation, who has offered herself for reappointment

  17 for0 against
• Ratification of Remuneration of M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai, appointed as the “Cost Auditors” of the Company for the Financial Year ending March 31, 2026

  17 for0 against
• Appointment of M/s. BNP & Associates, Practicing Company Secretaries, as the “Secretarial Auditors” of the Company for a term of 5 (Five) consecutive Financial Years commencing from the Financial Year 2025-26 upto the Financial Year 2029-30MoreLess

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund

  • Angel One Mutual FundNon-Disclosure of Secretarial Auditor’s Credentials; Proposed audit fee payable to Secretarial Auditors not disclosed.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual FundNon-Compliant with SEBI (LODR) Regulations: Non-Disclosure of Secretarial Auditor’s Credentials; Proposed audit fee payable to Secretarial Auditors not disclosed.
  • Kotak Mahindra Mutual FundThe company proposes to appoint BNP & Associates as secretarial auditors for five years from FY26. The remuneration to BNP & Associates will be determined mutually between the company and the secretarial auditor. We note that BNP & Associates have been the secretarial auditors of the company since atleast FY18 and have also acted as scrutinizers for the company s shareholder meetings. The company has not disclosed the proposed remuneration to BNP & Associates which is a regulatory requirement. Hence, we are voting against.
  • Nippon India Mutual FundNon disclosure of Proposed fee payable to Secretarial Auditors.

  9 for8 against
• Approval for Amendment to the Employees Stock Grant Scheme, 2018 (ESGS 2018)

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Kotak Mahindra Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Tata Mutual Fund, Unifi Mutual Fund, UTI Mutual Fund

  • Angel One Mutual FundExercise period left to Nomination & Remuneration Committee; Scheme benefit extended to Associate Companies without adequate justification and cost reimbursement provision.
  • Axis Mutual Fund, SBI Mutual Fund, Unifi Mutual FundThe company proposes to amend the scheme to change the vesting period to Five years from three years, to cover employees of group companies - the existing scheme is applicable to the Company and its Subsidiary Companies and cover cases of superannuation or early superannuation with the approval of the Nomination and Remuneration committee. The exercise price is fixed at Rs. 10.0 per option which implies a significant discount of 98.76% to the current market price of Rs. 806.6 (closing price on 22 July 2025). We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. Further, the company proposes to increase the vesting period to five years from three years. The vesting of options is time-based such that the options granted shall vest so long as the employee continues to be in the employment of the company. ESOPs are ‘pay at risk’ options that employees accept at the time of grant, which is protected if the ESOPs are issued at significant discount to the market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the scheme and consequently do not support amendments to the scheme.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual FundGovernance & Transparency concern: Exercise period left to NRC; Scheme benefit extended to Associate Companies without adequate justification and cost reimbursement provision.
  • Kotak Mahindra Mutual FundThe company proposes to amend the scheme to change the vesting period to Five years from three years, to cover employees of group companies - the existing scheme is applicable to the Company and its Subsidiary Companies and cover cases of superannuation or early superannuation with the approval of the Nomination and Remuneration committee. The Company has proposed extension of ESOP Benefits to the Associate Companies. Hence, we are voting against.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Tata Mutual FundThe exercise price is fixed at Rs. 10.0 per option which implies a significant discount of 98.76% to the current market price of Rs. 806.6 (closing price on 22 July 2025). We do not favour schemes where the exercise price is at a significant discount (>20%) to market price.In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the scheme and consequently do not support amendments to the scheme.
  • UTI Mutual FundThe exercise price is fixed at Rs. 10.0 per option which implies a significant discount of 98.76% to the current market price of Rs. 806.6 (closing price on 22 July 2025). We do not favour schemes where the exercise price is at a significant discount (>20%) to market price. In the case of deeply discounted options, there is no alignment between the interests of investors and those of employees. Therefore, we do not support the resolution.

  3 for14 against

Mutual fund votes, meeting of 18 Apr 2025, 19 fund houses

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

• Approval for re-appointment of and remuneration payable to Mr. Balram Singh Yadav (DIN: 00294803) as the “Managing Director” of the Company, for a further period commencing from May 1, 2025 upto August 31, 2025MoreLess

  18 for0 against
• Approval for appointment of Mr. Sunil Kataria (DIN: 06863609) as a Director of the Company.

  18 for0 against
• Approval for appointment and remuneration of Mr. Sunil Kataria (DIN: 06863609) as the “Chief Executive Officer & Managing Director - Designate” of the Company, for a first term comprising of a period commencing from May 5, 2025 upto August 31, 2025.MoreLess

  ›Against Franklin Templeton Mutual Fund, Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • There are no disclosures on the threshold and target performance that he needs to achieve to determine the variable pay element. • His remuneration is positioned competitively, compared to industry peers. • Payment of retention pay annually over a period of the appointment is not a standard market practice in this market.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Navi Mutual FundSunil Kataria, 56, is former Managing Director of Raymond Lifestyle Limited. He has also worked with Godrej Consumer Products Limited as CEO - India & SAARC. He has over three decades of experience in CPG, telecom and retail sectors. The company proposes to appoint him as 'CEO and Managing Director - Designate' from 5 May 2025 to 31 August 2025 and fix his remuneration as minimum remuneration. We estimate Sunil Kataria's annual remuneration at Rs. 278.3 million out of which 55% is fixed pay and 45% is variable and linked to company performance. His estimated remuneration is high in absolute terms - it is 5.9% of FY24 consolidated profit before tax. Further, it is higher than peers and not commensurate with the size and complexity of business operations. Additionally, the company has not disclosed performance metrics that will be used to determine his variable pay. While we support his appointment as CEO and Managing Director - Designate, we do not support his remuneration terms. Hence, we do not support the resolution.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundSunil Kataria, 56, is former Managing Director of Raymond Lifestyle Limited. He has also worked with Godrej Consumer Products Limited as CEO - India & SAARC. He has over three decades of experience in CPG, telecom and retail sectors. The company proposes to appoint him as 'CEO and Managing Director - Designate' from 5 May 2025 to 31 August 2025 and fix his remuneration as minimum remuneration.We estimate Sunil Kataria's annual remuneration at Rs. 278.3 million out of which 55% is fixed pay and 45% is variable and linked to company performance. His estimated remuneration is high in absolute terms - it is 5.9% of FY24 consolidated profit before tax. Further, it is higher than peers and not commensurate with the size and complexity of business operations. Additionally, the company has not disclosed performance metrics that will be used to determine his variable pay. While we support his appointment as CEO and Managing Director - Designate, we do not support his remuneration terms. Hence, we do not support the resolution.

  14 for5 against
• Approval for appointment and remuneration of Mr. Sunil Kataria (DIN: 06863609) as the “Chief Executive Officer & Managing Director” of the Company, subsequent to the superannuation of Mr. Balram Singh Yadav, for a second term commencing from September 1, 2025 upto August 31, 2030.MoreLess

  ›Against Mirae Asset Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • Navi Mutual FundSunil Kataria, 56, is former Managing Director of Raymond Lifestyle Limited. He has also worked with Godrej Consumer Products Limited as CEO - India & SAARC. He has over three decades of experience in CPG, telecom and retail sectors. The company proposes to appoint him as CEO and Managing Director from 1 September 2025 to 31 August 2030 and fix his remuneration as minimum remuneration. We estimate Sunil Kataria's annual remuneration at Rs. 278.3 million out of which 55% is fixed pay and 45% is variable and linked to company performance. His estimated remuneration is high in absolute terms - it is 5.9% of FY24 consolidated profit before tax. Further, it is higher than peers and not commensurate with the size and complexity of business operations. Additionally, the company has not disclosed performance metrics that will be used to determine his variable pay. While we support his appointment as CEO and Managing Director, we do not support the remuneration terms. Hence, we do not support the resolution.
  • Nippon India Mutual FundRemuneration is high
  • SBI Mutual FundSunil Kataria, 56, is former Managing Director of Raymond Lifestyle Limited. He has also worked with Godrej Consumer Products Limited as CEO - India & SAARC. He has over three decades of experience in CPG, telecom and retail sectors. The company proposes to appoint him as CEO and Managing Director from 1 September 2025 to 31 August 2030 and fix his remuneration as minimum remuneration.We estimate Sunil Kataria's annual remuneration at Rs. 278.3 million out of which 55% is fixed pay and 45% is variable and linked to company performance. His estimated remuneration is high in absolute terms - it is 5.9% of FY24 consolidated profit before tax. Further, it is higher than peers and not commensurate with the size and complexity of business operations. Additionally, the company has not disclosed performance metrics that will be used to determine his variable pay. While we support his appointment as CEO and Managing Director, we do not support the remuneration terms. Hence, we do not support the resolution.

  14 for4 against

Mutual fund votes, meeting of 16 Sep 2024, 8 fund houses

• Approval for the requests received for re-classification of certain Members of the Promoter and Promoter Group of Godrej Agrovet Limited to ‘public’ category.

  8 for0 against

Mutual fund votes, meeting of 1 Aug 2024, 8 fund houses

• Adoption of Financial Statements for the Financial Year ended March 31, 2024

  8 for0 against
• Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2024

  8 for0 against
• Re-appointment of Ms. Nisaba Godrej (DIN: 00591503) as a “Director”, liable to retire by rotation, who has offered herself for re-appointment.

  8 for0 against
• Re-appointment of Mr. Pirojsha Godrej (DIN: 00432983) as a “Director”, liable to retire bynrotation, who has offered himself for re-appointment

  8 for0 against
• Ratification of Remuneration of M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai, as the “Cost Auditors” of the Company for the Financial Year ending March 31, 2025

  8 for0 against

Mutual fund votes, meeting of 1 Aug 2023, 6 fund houses

• Adoption of Financial Statements for the Financial Year ended March 31, 2023

  6 for0 against
• Declaration of Final Dividend on Equity Shares for the Financial Year ended March 31, 2023

  6 for0 against
• Reappointment of Ms. Tanya A. Dubash (DIN: 00026028), as a Director , liable to retire by rotation, who has offered herself for re-appointment

  6 for0 against
• Re-appointment of Mr. Jamshyd N. Godrej (DIN: 00076250) as a “Director”, liable to retire by rotation, who has offered himself for re-appointment

  ›Against Nippon India Mutual Fund, SBI Mutual Fund

  • Nippon India Mutual FundLow Attendance
  • SBI Mutual FundJamshyd Godrej, 74, represents the promoter family on the board and is currently the Chairperson of Godrej and Boyce Manufacturing Company. He has been on the board of this company since 24 August 1992. He has attended two out of four board meetings (50%) held in FY23 (2/4). Further, he has attended only six out of a total of thirteen board meetings (46%) since FY21. We expect directors to take their responsibilities seriously and attend all board meetings; else, at the very least, 75% of the board meetings over a three-year period. We do not support his reappointment.

  4 for2 against
• Ratification of Remuneration of M/s. P. M. Nanabhoy & Co., Cost Accountants, Mumbai, appointed as the “Cost Auditors” of the Company for the Financial Year ending March 31, 2024

  6 for0 against

Mutual fund votes, meeting of 4 Mar 2023, 6 fund houses

• Appointment of Ms. Ritu Verma {DIN: 05262828) as an Independent Director of the Company for a term of 5 (five) years commencing from January 27, 2023 upto January 26, 2028

  6 for0 against