Nestle India MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 24 Jul 2025, 36 fund houses

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

• To approve issue of bonus equity shares to the members of the Company in the ratio 1:1

  35 for0 against
• To increase the Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association

  35 for0 against

Mutual fund votes, meeting of 26 Jun 2025, 34 fund houses

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

• To receive, consider and adopt: a) the audited standalone financial statements of the Company for the financial year 2024-25 including Balance Sheet as at 31st March 2025, the Statement of Profit and Loss and Cash Flow Statement for the financial year ended on that date and the Reports of the Board of Directors and Auditors’ thereon; and b) the audited consolidated financial statements of the Company for the financial year 2024-25 including Balance Sheet as at 31st March 2025, the Statement of Profit and Loss and Cash Flow statement for the financial year ended on that date and the Report of the Auditors’ thereonMoreLess

  31 for0 against
• To confirm payment of two Interim Dividends and declare final dividend on equity shares for the financial year ended 31st March 2025

  33 for0 against
• To appoint a Director in place of Mr. Satish Srinivasan (DIN: 10173407), who retires by rotation and being eligible, offers himself for re-appointment

  33 for0 against
• To ratify remuneration of M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No.: 000019), to conduct the audit of the cost accounting records for the products falling under the specified Customs Tariff Act Heading 0402, manufactured by the Company for the financial year 2025-26MoreLess

  32 for0 against
• To approve re-appointment of Mr. PR Ramesh (DIN: 01915274), Independent Non-Executive Director of the Company for a second term of five consecutive years i.e. from 1st July 2025 to 30th June 2030

  33 for0 against
• To approve appointment of Mr. Manish Tiwary (DIN: 02572830), as a “non-retiring Director” and “Managing Director” of the Company for a term of five consecutive years i.e. from 1st August 2025 to 31st July 2030MoreLess

  ›Against Canara Robeco Mutual Fund, Taurus Mutual Fund

  • Canara Robeco Mutual Fund, Taurus Mutual FundManish Tiwary, 55, has nearly three decades of experience in leading large-scale operations and strategic initiatives within the e-commerce and consumer goods sectors. He is former Country Manager (India) & Vice President, Amazon. Manish Tiwary joined the company as Managing Director (designate) on 1 February 2025 as Managing Director (Designate) and was appointed as Key Managerial Personnel with effect from 24 April 2025. In FY25 he received a remuneration of Rs. 181.9 mn (including a lumpsum payout of Rs. 151.6 mn to compensate for his long-term incentives loss). The expected annual compensation for Manish Tiwary, excluding stock options and the lump sum payout of Rs. 71.0 mn across two years, is Rs. 261.0 mn, which appears slightly high in comparison to peers. The company must disclose the basis on which his compensation has been benchmarked. Further, the company must disclose the performance metrics that determine his variable pay. He is eligible to receive stock options under the Performance Share Unit Plan/Restricted Stock Unit Plan of Nestlé S.A. However, the company has not disclosed details regarding the quantum of stock options/RSUs that he will receive during his term. In the absence of these details, we are unable to make a reliable estimate. While we support his appointment as Managing Director, we are unable to support the remuneration structure.

  32 for2 against
• To appoint M/s. S. N. Ananthasubramanian & Co., Practicing Company Secretaries (Firm Registration No. P1991MH040400), as the Secretarial Auditors of the Company, for a term of five consecutive years, to hold office from the conclusion of 66th Annual General Meeting till the conclusion of 71st Annual General Meeting to be held in the year 2030, covering the period from the financial year ending 31st March 2026 till the financial year ending 31st March 2030MoreLess

  ›Against Motilal Oswal Mutual Fund

  • Motilal Oswal Mutual FundCompliant with law. Governance concern: Inadequate justification for continuing at the present rate of royalty.

  32 for1 against

Mutual fund votes, meeting of 8 Jul 2024, 32 fund houses

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

• To receive, consider and adopt the Audited Financial Statements of the Company for the fifteen months financial year ended 31st March 2024 including Balance Sheet as at 31st March 2024, the Statement of Profit and Loss and Cash Flow Statement for the fifteen months period ended on that date and the Reports of the Board of Directors and Auditors thereonMoreLess

  29 for0 against
• To confirm payment of three Interim Dividends and declare final dividend on equity shares for the fifteen months financial year ended 31st March 2024

  31 for0 against
• To appoint a Director in place of Ms Svetlana Boldina (DIN: 10044338), who retires by rotation and being eligible, offers herself for re-appointment

  31 for0 against
• To approve ratification of remuneration payable to M/s. Ramanath Iyer & Co., Cost Accountants (Firm Registration No.: 000019), who have been appointed as Cost Auditors by the Board of Directors of the Company to conduct the audit of the cost accounting records for the products falling under the specified Customs Tariff Act Heading 0402, manufactured by the Company for the financial year 2024-25MoreLess

  30 for0 against
• To approve borrowing any sums of money by the Company, provided that the total amount borrowed and outstanding at any point of time, apart from temporary loans obtained/ to be obtained, in the ordinary course of business, shall not be in excess of Rs. 2,000 Crores over and above the aggregate of the paid-up equity share capital, free reserves and securities premium of the CompanyMoreLess

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundThe company’s debt as on 31 March 2024 stood at Rs. 311.4 mn (including short-term borrowings of Rs. 56.6 mn). The company has planned capital expenditure of Rs 50.0 bn in the next three to four years for increasing capacity, productivity and investment in new product lines, for which it may require to raise debt. Through the same resolution, the company seeks approval for creation of charges on the company’s present and future assets. The company should have sought approval through a separate resolution to enable the shareholders to vote on the resolutions separately. We recognize that the company seeks an enabling approval to raise the borrowing limits to meet its capital expenditure plans and for investment in new product lines and sustainability initiatives. However, we do not favour rolling limits linked to net worth and recommend that companies seek shareholder approval for a fixed borrowing limit. Therefore, we are unable to support the resolution.
  • Invesco Mutual FundThe company’s debt as on 31 March 2024 stood at Rs. 311.4 mn (including short-term borrowings of Rs. 56.6 mn). The company has planned capital expenditure of Rs. 50.0 bn in the next three to four years for increasing capacity, productivity and investment in new product lines, for which it may require to raise debt. Through the same resolution, the company seeks approval for creation of charges on the company’s present and future assets. The company should have sought approval through a separate resolution to enable the shareholders to vote on the resolutions separately. We recognize that the company seeks an enabling approval to raise the borrowing limits to meet its capital expenditure plans and for investment in new product lines and sustainability initiatives. However, we do not favour rolling limits linked to net worth and recommend that companies seek shareholder approval for a fixed borrowing limit. Therefore, we are unable to support the resolution
  • Sundaram Mutual Fund"The company’s debt as on 31 March 2024 stood at Rs. 311.4 mn (including short-term borrowings of Rs. 56.6 mn). The company has planned capital expenditure of Rs 50.0 bn in the next three to four years for increasing capacity, productivity and investment in new product lines, for which it may require to raise debt. Through the same resolution, the company seeks approval for creation of charges on the company’s present and future assets. The company should have sought approval through a separate resolution to enable the shareholders to vote on the resolutions separately. We recognize that the company seeks an enabling approval to raise the borrowing limits to meet its capital expenditure plans and for investment in new product lines and sustainability initiatives. However, we do not favour rolling limits linked to net worth and recommend that companies seek shareholder approval for a fixed borrowing limit. Therefore, we are unable to support the resolution."

  24 for4 against
• To approve appointment of Mr Sidharth Kumar Birla (DIN: 00004213) as an Independent Non-Executive Director of the Company, not liable to retire by rotation, with effect from 12th June 2024, and to hold office for a term of five consecutive years i.e. upto 11th June 2029MoreLess

  31 for0 against
• To approve continuation of payment of general licence fees (royalty) at the rate of 4.5%, net of taxes, of the net sales of the products sold by the Company to the Licensor as per the terms and conditions of the existing General Licence Agreements (GLAs) with effect from 8th July 2024MoreLess

  ›Against Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Inadequate justification for continuing at the present rate of royalty.
  • PPFAS Mutual FundInadequate justification
  • Zerodha Mutual FundInadequate justification for continuing at the present rate of royalty.

  23 for6 against

Mutual fund votes, meeting of 17 May 2024, 32 fund houses

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

• Appointment of Ms. Suneeta Reddy (DIN: 00001873) as an Independent Non-Executive Director of the Company, not liable to retire by rotation, with effect from 5th April 2024, to hold office for a term of five consecutive years i.e. upto 4th April 2029MoreLess

  31 for0 against
• Payment of general licence fees (royalty) by the Company to Societe des Produits Nestle S.A. (the Licensor) being a related party as per Regulation 2(1)(zb) of the Listing Regulations, at the rate not exceeding 5.25%, net of taxes, of the net sales of the products sold by the Company as per the terms and conditions of the existing General Licence Agreements, payable in a staggered manner over the period of five years by making an increase of 0.15% per annum over the current general licence fees (royalty) of 4.5% per annum effective from 1st July 2024MoreLess

  ›Against 360 One Mutual Fund, Axis Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, Kotak Mahindra Mutual Fund, Mahindra Manulife Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, Sundaram Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual FundCompliant with the law. An increase in Royalty fees is not justified.
  • Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Navi Mutual Fund, Sundaram Mutual FundThe company currently pays royalty at 4.5% of net sales to Nestlé S.A.’s subsidiary. The current proposal for increasing royalty payments to 5.25% of net sales in a staggered manner over five-year period (0.15% each year) starting July 2024 is based on a McKinsey & Company study evaluating the value brought by Nestlé S.A. We are unable to support the resolution. Nestlé India's revenue growth has outpaced the revenue growth in other geographies over a five-year period (4.6% growth in Nestlé India’s revenue versus 0.03% growth for other geographies). Further, Nestlé SA's R&D spending has remained relatively constant over the past decade (CAGR of 0.2%); India’s royalty payments contribute to >4.5% of overall R&D spending albeit a 2.1% contribution to global sales. Similarly, Nestlé SA's marketing and administration expenses have also contracted at a CAGR of 1.2% over a ten-year period. The proposed maximum rate of 5.25% is also higher than royalty payments by other MNCs in India. In Indian currency, Nestlé India’s revenue has grown at a CAGR of 11.5% over the last five-year period. Assuming a growth rate of 12%, the aggregate license fees for next five years comes to ~Rs. 60.9 bn at the exiting rate of 4.5% of net sales and ~Rs. 67.0 bn at the revised rates resulting in an increased payout of Rs. 6.1 bn over the five-year period. Since the increasing revenue compensates the group by way of sales linked royalty, we do not approve of a further increase in royalty rates as increased royalty payments will exceed revenue growth. Further, as a good practice, the company should have capped the royalty payments as a percentage of profits.
  • Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundCompliant with the law. Governance concern: Inadequate disclosures. An increase in Royalty fees is not justified.
  • Edelweiss Mutual FundLoss the company and minority share holders.
  • Franklin Templeton Mutual Fund, HSBC Mutual FundA vote AGAINST this resolution is warranted given: • The performance of the company does not sufficiently demonstrate the benefits of the royalty payments over the years, which have grown at a rate higher than the company's revenues and net profit. • Based on the level of expenses incurred by the parent entity on marketing, research and development costs, there is lack of a compelling justification for the increase in royalty from the current arrangement.
  • HDFC Mutual FundThe total royalty and corporate management fees to the parent is higher compared to other MNC players in the FMCG space
  • ICICI Prudential Mutual FundThe company currently pays royalty at 4.5% of net sales to Nestlé S.A.’s subsidiary. The proposal is to increase royalty payments to 5.25% of net sales in a staggered manner over five-year period (0.15% each year). Nestlé India's revenue growth has outpaced the revenue growth in other geographies over a five-year period (4.6% growth in Nestlé India’s revenue versus 0.03% growth for other geographies). Further, Nestlé SA's R&D spending has remained relatively constant over the past decade (CAGR of 0.2%), India’s royalty payments contribute to > 4.5% of overall R&D spending albeit a 2.1% contribution to global sales.Hence, the AMC has voted against the resolution.
  • Invesco Mutual FundThe company currently pays royalty at 4.5% of net sales to Nestlé S.A.’s subsidiary. The current proposal for increasing royalty payments to 5.25% of net sales in a staggered manner over five-year period (0.15% each year) starting July 2024 is based on a McKinsey & Company study evaluating the value brought by Nestlé S.A. We are unable to support the resolution. Nestlé India's revenue growth has outpaced the revenue growth in other geographies over a five-year period (4.6% growth in Nestlé India’s revenue versus 0.03% growth for other geographies). Further, Nestlé SA's R&D spending has remained relatively constant over the past decade (CAGR of 0.2%); India’s royalty payments contribute to >4.5% of overall R&D spending albeit a 2.1% contribution to global sales. Similarly, Nestlé SA's marketing and administration expenses have also contracted at a CAGR of 1.2% over a ten-year period. The proposed maximum rate of 5.25% is also higher than royalty payments by other MNCs in India. In Indian currency, Nestlé India’s revenue has grown at a CAGR of 11.5% over the last five-year period. Assuming a growth rate of 12%, the aggregate license fees for next five years comes to ~Rs. 60.9 bn at the exiting rate of 4.5% of net sales and ~Rs. 67.0 bn at the revised rates resulting in an increased payout of Rs. 6.1 bn over the five-year period. Since the increasing revenue compensates the group by way of sales linked royalty, we do not approve of a further increase in royalty rates as increased royalty payments will exceed revenue growth. Further, as a good practice, the company should have capped the royalty payments as a percentage of profits
  • Kotak Mahindra Mutual FundNestle India currently pay royalty at 4.5% of net sales to Nestle SA s subsidiary. The current proposal for increasing royalty payments to 5.25% of net sales in staggered manner over five year period starting July 2024 is based on a McKinsey & Company study evaluating the value brought by Nestle S.A. Nestle India revenue growth has outpaced the revenue growth in other geographies over past five year period. Further, Nestle S.A. s R&D spending has remained relatively constant over past decade (CAGR of 0.2%). India business royalty payments contribute to more than 4.5% of the overall R&D spends albeit a 2.1% contribution to revenue. Nestle India is already contributing higher to Nestle S.A s R&D expenses. The proposed maximum rate of 5.25% is also higher than royalty payments by other MNCs in India. Hence, we don t support the increase in royalty fees and voting against the resolution.
  • Mahindra Manulife Mutual FundGovernance concern: Inadequate disclosures. An increase in Royalty fees is not justified.
  • Mirae Asset Mutual FundNeed more disclosures/clarity for the basis of increase in general license fees
  • Nippon India Mutual FundInadequate disclosures
  • NJ Mutual Fund, Zerodha Mutual FundInadequate disclosures, Increase in Royalty fees not justified.

  8 for23 against

Mutual fund votes, meeting of 8 Dec 2023, 30 fund houses

• To consider and, if thought fit, to pass an Ordinary Resolution as contained in the Postal Ballot Notice dated 19th October 2023, for sub-division/ split of equity shares of the Company, such that 1 (one) equity share having face value of Rs. 10/- (Rupees ten only) each, fully paid-up, be sub-divided into 10 (ten) equity shares having face value of Re. 1/- (Rupee one only) each, fully paid- up, ranking pari-passu in all respects, with effect from such date as may be fixed for this purpose (“Record Date”) by the Board and alteration of Clause 5 of the Memorandum of Association of the Company.MoreLess

  30 for0 against

Mutual fund votes, meeting of 5 Jul 2023, 26 fund houses

• Item 1, as a fund house numbered it

  1 for0 against
• 1) Appoint Satish Srinivasan (DIN: 10173407) as Executive Director (Technical), liable to retire by rotation, for five years from 1 July 2023 and fix his remuneration.

  1 for0 against
• Appoint Satish Srinivasan (DIN: 10173407) as Executive Director (Technical), liable to retire by rotation, for five years from 1 July 2023 and fix his remuneration

  3 for0 against
• Appointment of Mr. Satish Srinivasan (DIN: 10173407), as a Whole-time Director, designated as Executive Director-Technical, for a term of five consecutive years commencing from 1st July 2023 upto 30th June 2028 and including remuneration.MoreLess

  18 for0 against
• Elect Satish Srinivasan as Director and Approve Appointment and Remuneration of Satish Srinivasan as Whole-Time Director Designated as Executive Director-Technical

  2 for0 against
• To receive, appointment of Mr Satish Srinivasan (DIN: 10173407), as the Whole-time Director, designated as Executive Director-Technical.

  1 for0 against