Patanjali Foods MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 21 Aug 2025, 27 fund houses

• TO CONSIDER AND APPROVE ISSUANCE OF BONUS SHARES

  27 for0 against

Mutual fund votes, meeting of 26 Sep 2024, 15 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 and the Report of the Board of Directors and Auditors thereon

  15 for0 against
• To confirm the interim dividend of 0.0001% on 1,79,22,540 Cumulative Redeemable Non-Convertible Preference Shares of Rs. 100/- each and Rs. 6/- per equity shares on 36,19,18,554 (net of 76,299 treasury shares) equity shares of Rs. 2/- each for the financial year ended March 31, 2024.MoreLess

  15 for0 against
• To appoint a director in place of Shri Acharya Balkrishna (DIN: 01778007) who, retires by rotation and being eligible, offers himself for re-appointment

  15 for0 against
• To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2025

  15 for0 against

Mutual fund votes, meeting of 4 Aug 2024, 12 fund houses

• Approval for alteration in Main Objects Clause of Memorandum of Association of the Company

  12 for0 against
• Approval for Material Related Party transaction in connection with purchase of non-food business undertaking of the Patanjali Ayurved Limited as a going concern on a slump sale basis and other incidental transactions / mattersMoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual FundPatanjali Foods Limited (PFL) and PAL, promoter entity, have agreed to execute a Business Transfer Agreement (BTA) for transfer of the Non-Food Business on a going concern and a slump sale basis from PAL to PFL for an aggregate consideration of Rs. 11.0 bn. The BTA will involve transfer of the entire non-food business undertaking of Patanjali Ayurved Limited i.e. hair care, skin care, dental care and home care carried out by Patanjali Ayurved Limited, including all movable assets, immovable properties, contracts, licenses, books and records, employees and certain assumed liabilities, use of all the licenses, permits, consents and approvals. We do not support this resolution because there is no clarity with respect to the size and profitability of the non-food retail business. The transaction is being done at an implied valuation of ~ 0.4x EV/Revenue and 2.2x EV/EBITDA (for FY24). When compared to similar established peers in the market, this represents a significant discount in valuations. In the absence of disclosures on the financial profile of the undertaking, we are unable to comment on the accuracy of this valuation. The company must also disclose the valuation report to the shareholders. As per public sources, we understand that state governments have suspended licenses of 14 products sold by Patanjali Ayurved citing misleading advertisements. With the company currently under scrutiny by the Supreme Court for publishing misleading advertisement, they must clarify the impact this will have on the business being transferred to Patanjali Foods Limited and its overall impact on the valuations.
  • Edelweiss Mutual FundNot in favour of minority shareholders
  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law. Governance & Transparency Concern: Basis of Pricing is unclear as Valuation Report for the Transaction has not been disclosed.
  • ICICI Prudential Mutual FundPatanjali Foods Limited (PFL) and Patanjali Ayurved Limited (PAL), promoter entity, have agreed to execute a Business Transfer Agreement for transfer of the Non-Food Business on a going concern and a slump sale basis for an aggregate consideration of Rs. 11.0 billion. The agreement will involve transfer of the entire non-food business undertaking of Patanjali Ayurved Limited i.e. hair care, skin care, dental care and home care carried out by Patanjali Ayurved Limited, including all movable assets, immovable properties, contracts, licenses, books and records, employees and certain assumed liabilities, use of all the licenses, permits, consents and approvals. There is no clarity with respect to the size and profitability of the non-food retail business. The transaction is being done at an implied valuation of ~ 0.4x EV/Revenue and 2.2x EV/EBITDA (for FY2024). In the absence of disclosures on the financial profile of the undertaking, the AMC is unable to comment on the accuracy of this valuation. The company must also disclose the valuation report to the shareholders. Considering the aforesaid factors, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundPatanjali Foods Limited (PFL) and PAL, promoter entity, have agreed to execute a Business Transfer Agreement (BTA) for transfer of the Non-Food Business on a going concern and a slump sale basis from PAL to PFL for an aggregate consideration of Rs. 11.0 bn. The BTA will involve transfer of the entire non-food business undertaking of Patanjali Ayurved Limited i.e. hair care, skin care, dental care and home care carried out by Patanjali Ayurved Limited, including all movable assets, immovable properties, contracts, licenses, books and records, employees and certain assumed liabilities, use of all the licenses, permits, consents and approvals. We do not support this resolution because there is no clarity with respect to the size and profitability of the non-food retail business. The transaction is being done at an implied valuation of ~ 0.4x EV/Revenue and 2.2x EV/EBITDA (for FY24). When compared to similar established peers in the market, this represents a significant discount in valuations. Other established peers are valued at an average of ~8.5x EV/Revenue and ~40.4x EV/EBITDA (for FY24). In the absence of disclosures on the financial profile of the undertaking, we are unable to comment on the accuracy of this valuation. The company must also disclose the valuation report to the shareholders.As per public sources, we understand that state governments have suspended licenses of 14 products sold by Patanjali Ayurved citing misleading advertisements. With the company currently under scrutiny by the Supreme Court for publishing misleading advertisement, they must clarify the impact this will have on the business being transferred to Patanjali Foods Limited and its overall impact on the valuations. We do not support the resolution.
  • Zerodha Mutual FundGovernance & Transparency Concern: Basis of Pricing is unclear as Valuation Report for the Transaction has not been disclosed.

  2 for10 against
• Approval for Material Related Party transaction in connection with taking of licensing rights for use of Licensed Intellectual Properties of Patanjali Ayurved Limited and other incidental transactions / mattersMoreLess

  ›Against Aditya Birla Sun Life Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, LIC Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Aditya Birla Sun Life Mutual FundPFL seeks to acquire licensing rights for use of Licensed Intellectual Properties (as defined in the License Agreement) of Patanjali Ayurved Limited i.e. trademarks, copyright and design as set out in the License Agreement. As per the company, these rights will grant the company access to Licensed Intellectual Properties which can be used to market the products of the Home and Personal care category. The consideration is 3% of the actual sales value of the products with a minimum yearly payment of Rs. 830.0 mn. We do not support this resolution because there is no clarity with respect to the products defined in the Licensing agreement. The company has not disclosed the historical sales value of these products (except for FY24 numbers). The company must disclose if an industry benchmarking study or any similar study has been undertaken to arrive at the value of 3% of Sales, with a minimum yearly payment of Rs. 830.0 Mn. Further, in the absence of information regarding the sales and profitability of the products covered under the licensing agreements, we cannot support a minimum yearly payment. A payment of this nature will ensure that the company will end up paying a licensing fee to PAL, even in case where this segment makes losses. We do not believe this is a good practice.
  • Edelweiss Mutual FundNot in favour of minority shareholders
  • Groww Mutual Fund, LIC Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual FundCompliant with law: Governance & Transparency Concern: Inadequate disclosures w.r.t basis of Pricing for the Transaction and duration of approval
  • HDFC Mutual FundPaying a royalty to the parent company post acquring the business is not in the best interest of minority shareholders of the company.
  • ICICI Prudential Mutual FundThe company seeks to acquire licensing rights for use of Licensed Intellectual Properties of Patanjali Ayurved Limited i.e. trademarks, copyright and design as set out in the License Agreement. As per the company, these rights will grant the company access to Licensed Intellectual Properties which can be used to market the products of the Home and Personal care category. The consideration is 3% of the actual sales value of the products with a minimum yearly payment of Rs. 830.0 million. The AMC do not support this resolution because there is no clarity with respect to the products defined in the Licensing agreement. The company has not disclosed the historical sales value of these products (except for FY2024 numbers). The company must disclose if an industry benchmarking study or any similar study has been undertaken to arrive at the value of 3% of Sales, with a minimum yearly payment of Rs. 830.0 million. Hence, the AMC has voted against the resolution.
  • Mirae Asset Mutual FundAs per advisory recommendation (Passive holding)
  • SBI Mutual FundPFL seeks to acquire licensing rights for use of Licensed Intellectual Properties (as defined in the License Agreement) of Patanjali Ayurved Limited i.e. trademarks, copyright and design as set out in the License Agreement. As per the company, these rights will grant the company access to Licensed Intellectual Properties which can be used to market the products of the Home and Personal care category. The consideration is 3% of the actual sales value of the products with a minimum yearly payment of Rs. 830.0 mn. We do not support this resolution because there is no clarity with respect to the products defined in the Licensing agreement. The company has not disclosed the historical sales value of these products (except for FY24 numbers). The company must disclose if an industry benchmarking study or any similar study has been undertaken to arrive at the value of 3% of Sales, with a minimum yearly payment of Rs. 830.0 mn. Further, in the absence of information regarding the sales and profitability of the products covered under the licensing agreements, we cannot support a minimum yearly payment. A payment of this nature will ensure that the company will end up paying a licensing fee to PAL, even in case where this segment makes losses. We do not believe this is a good practice. We do not support the transaction.
  • Zerodha Mutual FundGovernance & Transparency Concern: Inadequate disclosures w.r.t basis of Pricing for the Transaction and duration of approval

  1 for11 against

Mutual fund votes, meeting of 2 Feb 2024, 9 fund houses

• Authorization to give loans, guarantees, to provide security in connection with a loan to any other body corporate or person and to make investment in other bodies corporate under section 186 of the Companies Act, 2013.MoreLess

  ›Against Groww Mutual Fund, HDFC Mutual Fund, ICICI Prudential Mutual Fund, Mirae Asset Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, SBI Mutual Fund, Zerodha Mutual Fund

  • Groww Mutual Fund, Motilal Oswal Mutual FundCompliant with law. Governance Concern: Omnibus approval; Inadequate disclosure.
  • HDFC Mutual FundLack of clarity with regard to whom the company proposes to extend financial support and the rationale for extending support
  • ICICI Prudential Mutual FundThe company is seeking approval to increase the limit of inter-corporate transaction limit to Rs 10,000 Cr from Rs 2000 Cr under Section 186 of the Companies Act 2013. Company has not clarified on the end use of these limits. In the absence of details on the end use to these deposits, the AMC has voted against the resolution.
  • Mirae Asset Mutual Fund, SBI Mutual FundAccording to public sources, the company has an agreement with state governments for approximately 500,000 hectares of land for expansion of oil palm plantation over the next five years. The company plans to build a large wellness facility, education center and research center in Delhi NCR. The company, in its conference call transcripts, has also mentioned that they are likely to announce acquisitions in the future. While we understand that these expansion and acquisition plans may require further fund infusions from the parent towards equity infusion, subscription to securities, debt funding and providing corporate guarantees on behalf of these entities; we note that sufficient headroom exists within the current automatic limit. Further, the company must provide granular disclosures on the proposed utilization of these limits, given the fact they have not utilized their current automatic limit to grant loans/investments/corporate guarantees. Given this lack of clarity, we do not support this resolution.
  • Nippon India Mutual FundInadequate Disclosure
  • Zerodha Mutual FundThere is no details of where he company wants to invest, and no details of end use to give guarantee, loans etc

  1 for8 against
• Approval of the ‘PFL - Employee Stock Option Plan 2023’

  ›Against HDFC Mutual Fund

  • HDFC Mutual FundESOPs are being granted at a significant discount to market price

  8 for1 against

Mutual fund votes, meeting of 29 Sep 2023, 8 fund houses

• To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 and the Report of the Board of Directors and Auditors thereon.

  8 for0 against
• To declare dividend on preference shares and equity shares for the year ended March 31, 2023.

  8 for0 against
• To appoint a director in place of Shri Swami Ramdev (DIN: 08086068) who, retires by rotation and being eligible, offers himself for re-appointment

  8 for0 against
• To re-appoint Shri Tejendra Mohan Bhasin (DIN: 03091429), as the Independent Director of the Company

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundNon-compliance with section 149 of the Companies Act, 2013: Prior approval of shareholders not obtained for re-appointment. Governance concern: In the opinion of SES, the Director has failed in his fiduciary duty to protect the interest of minority shareholders in the PNB Housing Finance Ltd in the past.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  6 for2 against
• To re-appoint Smt. Gyan Sudha Misra (DIN: 07577265), as the Independent Director of the Company

  ›Against Motilal Oswal Mutual Fund, Nippon India Mutual Fund

  • Motilal Oswal Mutual FundNo concern identified on merit of the appointees. Non-compliance with section 149 of the Companies Act, 2013: Prior approval of shareholders not obtained for re-appointment.
  • Nippon India Mutual FundShareholder's approval not obtained on time for appointment of director

  6 for2 against
• To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2024

  8 for0 against
• To grant Omnibus approval for related party transactions with Patanjali Ayurved Limited

  ›Against Mirae Asset Mutual Fund, Nippon India Mutual Fund

  • Mirae Asset Mutual FundAs per advisory recommendation (passive holding)
  • Nippon India Mutual FundInsufficient information

  6 for2 against

Mutual fund votes, meeting of 29 Sep 2022, 5 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 Standalone Financial Statements of the Company for the financial year ended 31st March, 2022 and the Reports of the Board of Directors and Auditors thereon.

  5 for0 against
• To declare dividend on preference shares and equity shares for the year ended March 31, 2022.

  5 for0 against
• To appoint a director in place of Shri Acharya Balkrishna (DIN: 01778007) who, retires by rotation and being eligible, offers himself for re-appointment.

  5 for0 against
• To re-appoint M/s Chaturvedi & Shah LLP, Chartered Accountants as Statutory Auditor of the Company

  5 for0 against
• To re-appoint Shri Ram Bharat (DIN: 01651754), as Managing Director of the Company.

  5 for0 against
• To appoint Shri Girish Kumar Ahuja (DIN: 00446339), as the Independent Director of the Company

  5 for0 against
• To ratify the remuneration of Cost Auditors for the financial year ending March 31, 2023.

  5 for0 against
• To grant omnibus approval for related party transactions with Patanjali Ayurved Limited.

  ›Against Bank of India Mutual Fund

  • Bank of India Mutual FundPatanjali Ayurved Limited is one of the promoters of the company. It held 39.37% stake in the company on 30 June 2022. The company proposes to enter into transactions of sale/purchase of goods, packing materials, rendering of services and other transactions, in the ordinary course of business, during FY23. The company had sought approval for transactions upto Rs. 9.5 bn in FY23 via a Postal Ballot in May 2022, which is proposes to increase to Rs. 1.5bn: this limit is in addition to the Rs. 6.9 bn for the acquisition of the retail food business by Patanjali Foods Limited from Patanjali Ayurved Limited. Such transactions amounted to Rs. 16.6 bn in FY22. We understand that these transactions are operational in nature and in the ordinary course of business. However, we do not support omnibus approvals as we believe that the company must disclose granular details of the transactions to be entered into with related parties so as to enable shareholders to make an informed decision.

  3 for1 against