Nestle India Ltd. — Proxy Solicitation & Information Statement 2025

Jul 1, 2025

Nestlé India Limited

(CIN: L15202DL1959PLC003786)

Nestlé House Jacaranda Marg ‘M’ Block, DLF City, Phase – II Gurugram – 122002, Haryana Phone: 0124 - 3940000 E-mail: investor@in.nestle.com Website: www.nestle.in

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PKR:SG:JK: 25:2025-26 1[st] July 2025

BSE Limited (BSE)

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001

BSE Scrip Code: 500790

National Stock Exchange of India Limited (NSE) Exchange Plaza, Plot No. C-1, G Block, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051

NSE Symbol: NESTLEIND

• Subject : 1. Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"): Notice of Extraordinary General Meeting (“EGM”) of members of the Company scheduled to be held on Thursday, 24[th] July 2025; and

2. Intimation of Cut-Off Date of 17[th] July 2025 to determine the eligibility of the members to cast their vote through remote e-Voting and e-Voting during the EGM.

Dear Madam/ Sir,

This is further to our letter no. PKR:SG:JK: 21:2025-26 dated 26[th] June 2025 regarding convening of the Extraordinary General Meeting (“EGM”) of the members of the Company on Thursday, 24[th] July 2025 through video conferencing/ other audio-visual means (VC/ OAVM) facility for issue of bonus equity shares and making consequent alteration to the Capital Clause 5 of the Memorandum of Association for increase in the Authorised Share Capital of the Company.

In this regard, please find enclosed herewith electronic copy of the Notice of the EGM together with the explanatory statement, which is being sent by email to those members whose email address is registered with the Company/ Depository Participant(s). A copy of Notice of the EGM is also being uploaded on the Company’s website at www.nestle.in and National Securities Depository Limited’s website at www.evoting.nsdl.com.

Further, in terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has fixed 17[th ] July 2025 as the Cut-Off Date to determine the eligibility of the members to cast their vote through remote e-Voting and e-Voting during the EGM. The remote e-Voting period commences at 9:00 A.M. (IST) on Monday, 21[st] July 2025 and concludes at 5:00 P.M. (IST) on Wednesday, 23[rd] July 2025.

Please take the same on record.

Thanking you,

Yours truly,

NESTLÉ INDIA LIMITED

PRAMOD Digitally signed by PRAMOD KUMAR RAI KUMAR RAI Date: 2025.07.01 18:09:16 +05'30' PRAMOD KUMAR RAI

COMPANY SECRETARY AND COMPLIANCE OFFICER

Encl.: as above

Regd. Office: 100 / 101, World Trade Centre, Barakhamba Lane, New Delhi – 110 001

NESTLÉ INDIA LIMITED

CIN: L15202DL1959PLC003786 Registered Office: 100/ 101, World Trade Centre, Barakhamba Lane, New Delhi -110 001 E-mail Id: investor@in.nestle.com | Website: www.nestle.in | Phone: 011-23418891

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE is hereby given that an Extraordinary General Meeting (“EGM”) of the members of Nestlé India Limited (“the Company”) will be held on Thursday, 24[th] July 2025 at 3:00 P.M., Indian Standard Time (IST), through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility, to transact the following business:

SPECIAL BUSINESS:

1. To approve issue of bonus equity shares to the members of the Company

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED that in accordance with Section 63 and other applicable provisions of the Companies Act, 2013 ("the Act") read with Companies (Share Capital and Debentures) Rules, 2014 (“Rules”), Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and Foreign Exchange Management Act, 1999 (“FEMA”) [including any statutory modification(s) or re-enactment(s) of the Act, Rules, SEBI ICDR, SEBI LODR and FEMA for the time being in force] and other applicable regulations, rules and guidelines issued, from time to time, by Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”), Reserve Bank of India (“RBI”), the Articles of Association of the Company and subject to such permissions, consents and approvals as may be required from the concerned authorities, approval of the members be and is hereby accorded to the Board of Directors of the Company ("the Board", the term which shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution) for capitalisation of a sum not exceeding ₹96.42 crore out of the retained earnings of the Company, as per the audited financial statements for the year ended 31[st] March 2025, for the purpose of issue and allotment of bonus equity shares of ₹1/- (Rupee one only) each, to the eligible members of the Company holding fully paid-up equity shares of the Company whose names appear in the Register of Members/ Beneficial Owners as on the 'Record Date', as may be determined by the Board for this purpose, in the ratio of one (1) new bonus equity share for every one (1) existing fully paid-up equity share held by the members and that the new bonus equity shares so issued and allotted shall, for all purposes, be treated as an increase in the paid-up equity share capital of the Company held by each such member and not as an income of the members.

RESOLVED FURTHER that the bonus equity shares so allotted shall rank pari-passu in all respects with the existing fully paid-up equity shares of the Company as on the Record Date.

RESOLVED FURTHER that the bonus equity shares so allotted shall always be subject to the terms and conditions contained in the Memorandum and Articles of Association of the Company.

RESOLVED FURTHER that no letter of allotment shall be issued in respect of the aforesaid bonus equity shares.

RESOLVED FURTHER that the bonus equity shares so allotted shall be credited only in dematerialised form to the beneficiary accounts of the members with their respective Depository Participant(s), and in the case of members who hold equity shares in physical form, the bonus equity shares so allotted shall be credited to a separate suspense escrow demat account until such bonus equity shares are credited by the Company in dematerialised form to the beneficiary accounts of such members with their respective Depository Participant(s), subject to the Act, SEBI LODR, SEBI ICDR or any other applicable laws, regulations, rules and guidelines as may be issued by MCA, SEBI or any other authority in this regard, and the voting rights of such bonus equity shares held in the suspense escrow demat account shall remain frozen.

RESOLVED FURTHER that the issue and allotment of the bonus equity shares to the extent that they relate to Non-Resident Indians ("NRIs"), Overseas Corporate Bodies (“OCBs”), Foreign Institutional Investors ("FIIs") and other Foreign Investors, shall be subject to the approval of RBI or any other regulatory authority, if any.

RESOLVED FURTHER that the Board be and is hereby authorized to take necessary steps for listing of such bonus equity shares on the Stock Exchanges where the equity shares of the Company are listed, as per the provisions of the SEBI LODR and other applicable regulations, rules and guidelines.

RESOLVED FURTHER that for the purposes of giving effect to the issue, allotment and listing of bonus equity shares as resolved hereinbefore, the Board, Managing Director, Executive Director – Finance & Control and Chief Financial Officer and the Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized on behalf of the Company to do all such acts, deeds, matters and things, as may be deemed necessary or desirable for such purpose, to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard including without limitation, filing application(s), registration(s), statement(s), e-form(s), if any, and other documents with MCA, SEBI, RBI, BSE Limited, National Stock Exchange of India Limited, National Securities Depository Limited, Central Depository Services (India) Limited or any other regulatory authority, to give effect to this Resolution.

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2. To increase the Authorised Share Capital and consequent alteration to the Capital Clause of the Memorandum of Association

To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

RESOLVED that in accordance with Sections 13, 61 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and the Articles of Association of the Company, approval of the members be and is hereby accorded to increase the Authorised Share Capital of the Company from ₹100,00,00,000/- (Rupees one hundred crore only) divided into 100,00,00,000 (One hundred crore) equity shares of ₹1/- (Rupee one only) each to ₹200,00,00,000/- (Rupees two hundred crore only) by creation of an additional 100,00,00,000 (One hundred crore) equity shares of ₹1/- (Rupee one only) each and consequently, the existing Clause 5 of the Memorandum of Association of the Company be and is hereby substituted with the following new Clause 5:

“5. The Authorised Share Capital of the Company is ₹200,00,00,000/- (Rupees two hundred crore only) divided into 200,00,00,000 (Two hundred crore) equity shares of ₹1/- (Rupee one only) each, with rights, privileges and conditions attaching thereto as are provided by the Articles of Association for the time being of the Company, with power to increase and reduce the capital and to divide the shares in the capital for the time being into several classes and to attach thereto respectively any preferential, deferred, qualified or special rights, privileges or conditions as may be determined by or in accordance with the Articles of Association for the time being of the Company and to vary, modify or abrogate any such rights, privileges or conditions in such manner as may for the time being be provided by the Articles of Association of the Company.”

RESOLVED FURTHER that for the purposes of giving effect to the increase in the Authorised Share Capital of the Company as resolved hereinbefore, the Board of Directors of the Company ("the Board", the term which shall include any Committee authorized by the Board to exercise its powers including powers conferred on the Board by this resolution), Managing Director, Executive Director - Finance & Control and Chief Financial Officer and the Company Secretary and Compliance Officer of the Company, be and are hereby severally authorized on behalf of the Company to do all such acts, deeds, matters and things, as may be deemed necessary or desirable for such purpose, to resolve all such issues, questions, difficulties or doubts whatsoever that may arise in this regard, and all action(s) taken by the Company in connection with any matter referred to or contemplated in this Resolution, be and are hereby approved, ratified and confirmed in all respects.

	By Order of the Board
	Nestlé India Limited
	Pramod Kumar Rai
Date: 26thJune 2025	Company Secretary & Compliance Officer
Place: Gurugram	(Membership No.: F4676)
Registered Office:
100/ 101, World Trade Centre, Barakhamba Lane, New Delhi - 110 001
Email: investor@in.nestle.com	Website: www.nestle.in
CIN: L15202DL1959PLC003786

NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”), setting out all material facts concerning the special business under Item No. 1 and 2, is annexed hereto and forms part of this Notice of the Extraordinary General Meeting (“EGM Notice”). The Board of Directors of the Company, at its meeting held on 26[th] June 2025, considered that the special business under Item No. 1 and 2 being considered unavoidable, be transacted at the Extraordinary General Meeting (“EGM”) of the Company through Video Conferencing/ Other Audio-Visual Means (“VC/ OAVM”) facility.

2. The Ministry of Corporate Affairs (“MCA”) vide its General Circular Nos. 14/2020, 17/2020 and 09/2024 dated 8[th] 13[th] April 2020 and 19[th] September 2024, respectively, and other circulars issued in this respect (“MCA Circulars”) allowed, inter-alia , to conduct EGM through VC/ OAVM facility. In terms of the aforesaid MCA Circulars, provisions of the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”), this EGM of the Company is being conducted through VC/ OAVM facility, which does not require physical presence of members at a common venue. The deemed venue for the EGM shall be the Registered Office of the Company.

3. In terms of the MCA Circulars, the EGM Notice will be available on the Company’s website (www.nestle.in); BSE Limited (www.bseindia.com); National Stock Exchange of India Limited (www.nseindia.com); and National Securities Depository Limited (“NSDL”) (www.evoting.nsdl.com).

4. In terms of the MCA Circulars and the Securities and Exchange Board of India (“SEBI”) Circular No. SEBI/HO/CFD/CFD-PoD2/P/CIR/2024/133 dated 3[rd] October 2024, physical attendance of members has been dispensed with and, therefore, there is no requirement of appointment of proxies. Accordingly, the facility of appointment of proxies by members under Section 105 of the Act will not be available for the EGM. However, in terms of Section 112 and 113 of the Act, representatives of the members may be appointed for the purpose of exercising their vote through remote electronic voting (“e-Voting”) facility, for participation in the EGM through VC/ OAVM facility and e-Voting during the EGM. As the EGM is being held through VC/ OAVM facility, the Route Map is not annexed to this EGM Notice.

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1. In terms of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) and Regulation 44 of the SEBI LODR read with MCA Circulars, as amended, the Company is providing remote e-Voting facility to its members in respect of the business to be transacted at the EGM and facility for those members participating in the EGM to cast vote through e-Voting system during the EGM. The members, whose names appear in the Register of Members/ Beneficial Owners as on 17[th] July 2025, are entitled for e-Voting on the resolutions set forth in this EGM Notice. For this purpose, NSDL will be providing facility for participation at the EGM through VC/ OAVM facility, remote e-Voting facility and e-Voting during the EGM. Members may note that NSDL may use third-party service providers to offer the platform for members’ participation.

2. Members may join the EGM through VC/ OAVM facility by following the procedure as mentioned below and the joining window shall be kept open for the members from 2:30 P.M. (IST) i.e. 30 minutes before the time scheduled to start the EGM and the Company may close the window for joining the VC/ OAVM facility 30 minutes after the scheduled time to start the EGM.

3. Members may note that the VC/ OAVM facility provided by NSDL, allows participation of at least one thousand members on a first-come-first-serve basis. Members holding two percent or more of paid-up capital, promoters, institutional investors, directors, key managerial personnel, the Chairpersons of the Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee, auditors, etc. will be able to attend the EGM without any restriction on account of first-come-first-serve basis.

4. Attendance of the members participating in the EGM through VC/ OAVM facility using their login credentials shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

5. Electronic copy of the EGM Notice, inter-alia , indicating the process and manner of e-Voting is being sent to all the members whose email address is registered with the Company/ Depository Participant(s) for communication purposes.

6. Members may note that no letter of allotment shall be issued in respect of the bonus equity shares. Further, in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR”), the bonus equity shares to be allotted shall be credited only in dematerialised form to the beneficiary accounts of the members with their respective Depository Participant(s). In case of members who hold equity shares in physical form, the bonus equity shares shall be credited to a separate suspense escrow demat account until these shares are credited by the Company in dematerialised form to the beneficiary accounts of such members with their respective Depository Participant(s), subject to the Act, SEBI LODR, SEBI ICDR or any other applicable laws, regulations, rules and guidelines as may be issued by MCA, SEBI or any other authority in this regard. Such members are advised to submit their KYC details and information related to their demat account with a Depository Participant to the Company/ its Registrar and Transfer Agent (“RTA”) by 24[th] July 2025, complete in all respects. Please note that the voting rights of such bonus equity shares held in the suspense escrow demat account shall remain frozen.

7. Members, whose KYC details (i.e. postal address with PIN code, mobile number, bank account details, PAN linked with Aadhaar etc.) or e-mail address is not registered/ updated with the Company or with their respective Depository Participant(s), and who wish to receive the EGM Notice, and all other future communications sent by the Company from time to time, can get their KYC details and e-mail address registered/ updated by following the steps as given below:

8. a. Members holding shares in physical form by submitting duly filled and signed request letter in Form ISR-1 along with self-attested copy of the PAN linked with Aadhaar; and self-attested copy of any document in support of the address of the member (such as Aadhaar Card, Driving Licence, Election Identity Card, Passport etc.) and such other documents as prescribed in Form ISR-1:

9. i. if email address is registered - by sending an e-mail at investor@in.nestle.com from their registered email address followed by mandatorily sending the physical copy of the same through post at the Registered Office of the Company or directly to the RTA, M/s. Alankit Assignments Limited; and

10. ii. if email address is not registered - by sending the physical copy of the same through post at the Registered Office of the Company or directly to the RTA.

11. b. Members holding shares in demat form may update their KYC details and e-mail address with their Depository Participant(s).

General instructions for accessing and participating in the Meeting through VC/ OAVM facility and voting through electronic means including remote e-Voting: -

• A. Instructions for members for Remote e-Voting are as under:

• The remote e-Voting period will commence from 21[st] July 2025 (9:00 A.M. IST) and end on 23[rd] July 2025 (5:00 P.M. IST). During this period, members of the Company, holding shares either in physical form or in dematerialized form, as on the 17[th] July 2025 (“Cut-Off Date”), may cast their vote electronically. The voting right of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-Off Date. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.

• A person who is not a member as on the Cut-Off Date should treat this EGM Notice for information purpose only.

• The details of the process and manner for remote e-Voting are explained herein below:

  • Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com.

  • Step 2: Cast your vote electronically on NSDL e-Voting system.

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Step 1: How to Log-in to NSDL e-Voting website?

• I. Login method for e-Voting and joining Meeting through VC/ OAVM for Individual members holding securities in demat mode

In terms of SEBI circular dated 9[th] December 2020 on e-Voting facility provided by listed companies, individual members holding securities in demat form are allowed to vote through their demat account maintained with Depositories and Depository Participants. Members are advised to update their mobile number and e-mail address in their demat account(s) in order to access e-Voting facility.

Login method for individual members holding securities in demat form is given below:

Type of Members

Login Method

Individual members holding securities in demat mode with NSDL

A. Users registered for NSDL IDeAS facility: For OTP based login: a) You can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp. b) You will have to enter your 8-digit DP ID, 8-digit Client ID, PAN, Verification code and generate OTP. c) Enter the OTP received on registered email id/mobile number and click on login. d) After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. e) Click on Company name i.e. Nestle India Limited or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Users name & password: a) Visit the e-Services website of NSDL i.e. https://eservices.nsdl.com either on a personal computer or on a mobile device. On the e-Services home page click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. b) You will be prompted to enter your existing User ID and Password. After successful authentication, you will be able to see e-Voting services under Value added services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. c) Click on the Company name or e-Voting service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. B. Users not registered for NSDL IDeAS facility: Option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp e-Voting website of NSDL a) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section. b) A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/ OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. c) Click on the Company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. e-Voting mobile application of NSDL Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for seamless voting experience.

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• Individual members Existing users who have opted for Easi/ Easiest holding securities in demat a) Login through their User ID and password. Option will be made available to reach mode with CDSL e-Voting page without any further authentication.

• b) The URL for users to login to Easi/ Easiest is www.cdslindia.com and click on login icon & My Easi New (Token) tab, and then use their existing Easi/ Easiest username & password.

• c) After successful login of Easi/ Easiest the user will be also able to see the e-Voting option for eligible companies where the e-Voting is in progress as per the information provided by Company. On clicking the e-Voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the e-Voting period. Additionally, there is also a link provided to access the system of all e-Voting service providers, so that the user can visit the e-Voting service providers’ website directly. The Menu will have links of e-Voting service provider i.e. NSDL. Click on NSDL to cast your vote.

Users not registered for Easi/ Easiest

Option to register is available at www.cdslindia.com and click on login & My Easi New (Token) tab and then click on registration option. Visit the e-Voting website of CDSL

	a)	Alternatively, the user can directly access e-Voting page by providing demat
		Account Number and PAN from a link in www.cdslindia.com home page. The
		system will authenticate the user by sending OTP on registered Mobile Number &
		Email address, as recorded in the demat Account.
	b)	After successful authentication, user will be provided links for the respective ESP
		i.e. NSDL where the e-Voting is in progress and also able to directly access the
	c)	system of all e-Voting Service Providers.
Individual members	a)	Members can also login using the login credentials of their demat account through
(holding securities in		Depository Participant(s) registered with NSDL/ CDSL for e-Voting facility.
demat mode) login through	b)	Upon logging in, you will be able to see e-Voting option.
their Depository	c)	Click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after
Participant(s)		successful authentication, wherein you can see e-Voting feature.
	d)	Click on the Company name or e-Voting service provider i.e. NSDL and you will be
		redirected to e-Voting website of NSDL for casting your vote during the remote
		e-Voting period or joining virtual meeting and voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use ‘Forget User ID’ and ‘Forget Password’ options available at abovementioned website.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

**Login type **	Helpdesk details
Individual members holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.com or call at 022 - 4886 7000.
Individual members holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at 1800-21-09911.

• II. Login method for e-Voting and joining the virtual meeting for Individual members holding securities in demat mode and members holding securities in physical form

• a) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a personal computer or on a mobile device.

• b) Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/ Member’ section.

• c) A new screen will open. You will have to enter your User ID, your Password/ OTP and a Verification Code as shown on the screen.

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Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/ with your existing IDeAS login.

Once you log-in to NSDL e-services after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• d) Your User ID details are given below:

Manner of holding shares i.e. Demat(NSDL or CDSL) or Physical	Your User ID is:
For members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID. For example, if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**
For members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example, if your Beneficiary ID is 12** then your user ID is 12**
For members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example, if folio number is 001 and EVEN is 101456 then user ID is 101456001

• e) Password details for members other than Individual members are given below:

• i. If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

• ii. If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

• iii. How to retrieve your ‘initial password’?

• If your email address is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your email address. Trace the e-mail sent to you from NSDL from your mailbox. Open the e-mail and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8-digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

• If your e-mail address is not registered, please follow steps mentioned below in process for those members whose e-mail addresses are not registered.

• f) If you are unable to retrieve or have not received the ‘initial password’ or have forgotten your password: i. Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

• ii. “Physical User Reset Password?” (If you are holding shares in physical form) option available on www.evoting.nsdl.com.

• iii. If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.com mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• iv. Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.

• g) After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• h) Now, you will have to click on “Login” button.

• i) After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically?

• a) After successful login at Step 1, you will be able to see all the companies “EVEN” (e-Voting Event Number) in which you are holding shares and whose voting cycle and General Meeting is in active status.

• b) Select “EVEN” of the Company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/ OAVM” link placed under “Join Meeting”.

• c) Now you are ready for e-Voting as the Voting page opens.

• d) Cast your vote by selecting appropriate options i.e. assent or dissent, verify/ modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

• e) Upon confirmation, the message “Vote cast successfully” will be displayed.

• f) You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

• g) Once you confirm your vote on the resolution(s), you will not be allowed to modify your vote.

General Guidelines for members

• a) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-Voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

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• b) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-Voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or send a request to Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3[rd] Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051, at the designated email address: evoting@nsdl.com or pallavid@nsdl.com or at telephone no.: 022 - 4886 7000 or will also address the grievances connected with the voting by electronic means. Members may also write to the Company Secretary at the Company’s email address investor@in.nestle.com.

Process for those members whose email address are not registered with the Depositories for procuring User ID and password and registration of e-mail address for e-Voting for the resolutions set out in this EGM Notice:

• a) In case shares are held in physical form, please provide folio no., name of member, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card) to the Company’s email address at investor@in.nestle.com.

• b) In case shares are held in demat mode, please provide DP ID-Client ID (16-digit DP ID + Client ID or 16-digit beneficiary ID), Name, client master or copy of Consolidated Account Statement, PAN (self-attested scanned copy of PAN card), Aadhaar (self-attested scanned copy of Aadhaar Card) to the Company’s e-mail address at investor@in.nestle.com.

• c) If you are an individual member holding securities in demat mode, you are requested to refer to the login method explained at Step 1 (I) i.e. Login method for e-Voting and joining virtual meeting for Individual members holding securities in demat mode.

• d) Alternatively, members may send a request to NSDL at evoting@nsdl.com for procuring User ID and password for e-Voting by providing above mentioned documents.

• e) In terms of SEBI Circular dated 9[th] December 2020 on e-Voting facility provided by listed companies, individual members holding securities in demat mode are allowed to vote through their demat account maintained with Depository Participant(s). Members are required to update their mobile number and email address correctly in their demat account in order to access e-Voting facility.

• B. Instructions for members for participating in the Meeting through VC/ OAVM facility are as under:

• a) The members will be provided with a facility to attend the Meeting through VC/ OAVM through the NSDL e-Voting system. Members may access the same by following the steps mentioned above for “Access to NSDL e-Voting system”. The link for VC/ OAVM facility will be available in “Shareholder/ Member login” where the EVEN (“E-voting Event Number”) of the Company will be displayed. After successful login, the members will be able to see the link of “VC/ OAVM” placed under the tab “Join Meeting” against the name of the Company. On clicking this link, the members will be able to attend the Meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID/ Password may retrieve the same by following the remote e-Voting instructions mentioned above in the EGM Notice, to avoid last minute rush.

• b) Members may join the Meeting through Laptops, Smartphones and Tablets. Further, members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the Meeting. Members will need the latest version of Chrome, Safari, MS Edge or Firefox. Please note that participants connecting from Smartphones or Tablets or through Laptops connecting via mobile hotspot may experience Audio/ Video loss due to fluctuation in their respective network. It is therefore recommended to use stable Wi-Fi or LAN connection to avoid any glitches.

• c) Members can submit questions in advance specifically with regard to the Ordinary Resolutions as set out at Item No. 1 and 2 of this EGM Notice to be placed at the Meeting for approval, from their registered email address, mentioning their name, DP ID and Client ID / folio number and mobile number, to reach the Company’s email address at investor@in.nestle.com at least 48 hours in advance before the start of the meeting i.e. by 22[nd ] July 2025, 3:00 P.M. (IST). Such questions by the members shall be taken up during the meeting and replied by the Company suitably.

• d) Members who would like to express their view/ ask questions during the Meeting specifically with regard to the Ordinary Resolutions as set out at Item No. 1 and 2 of this EGM Notice to be placed at the Meeting for approval, need to pre-register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ folio number and mobile number, to reach the Company’s email address at investor@in.nestle.com at least 48 hours in advance before the start of the meeting i.e. by 22[nd] July 2025, 3:00 P.M. (IST). Those members who have pre-registered themselves as a speaker will be allowed to express their view/ ask questions during the Meeting, depending upon the availability of time.

• e) When a pre-registered speaker is invited to speak at the meeting, but he/ she does not respond, the next speaker will be invited to speak. Accordingly, all speakers are requested to get connected to a device with a video/ camera along with good internet speed.

• f) The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the Meeting.

• g) Institutional investors who are members of the Company, are encouraged to participate in the Meeting through VC/ OAVM facility and exercise their vote on the resolutions.

• C. Instructions for members for e-Voting at the Meeting are as under:

• a) Members may follow the same procedure for e-Voting at the Meeting as mentioned above for remote e-Voting.

• b) Only those members, who will be present in the Meeting through VC/ OAVM facility and have not cast their vote on the Resolution through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system in the Meeting.

• c) Members who have cast their vote by remote e-Voting prior to the Meeting may also participate in the Meeting through VC/ OAVM. However, they shall not be entitled to cast their vote again.

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• d) The helpline details of the person who may be contacted by the members needing assistance with the use of technology, before or during the Meeting shall be the same person mentioned for remote e-Voting and reproduced here for convenience:

• Ms. Pallavi Mhatre, Senior Manager, National Securities Depository Ltd., 3[rd] Floor, Naman Chamber, Plot C-32, G-Block, Bandra Kurla Complex, Bandra East, Mumbai, Maharashtra - 400051, at the designated email address: evoting@nsdl.com or pallavid@nsdl.com or call at 022 4886 7000. Members may also write to the Company Secretary at the Company’s email address at investor@in.nestle.com.

D. Other guidelines for members:

• a) The voting rights of members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-Off Date.

• b) Any person, who acquires shares of the Company and becomes member of the Company after the Company sends the Notice of this extraordinary general meeting by e-mail and holds shares as on the Cut-Off Date, may obtain the User ID and password by sending a request to the Company’s e-mail address at investor@in.nestle.com. However, if you are already registered with NSDL for remote e-Voting then you can use your existing User ID and password for casting your vote. If you forgot your password, you can reset your password by using “Forgot User Details/ Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com.

• c) A person, whose name is recorded in the Register of Members/ Beneficial Owners as on the Cut-Off Date shall be entitled to avail the facility of remote e-Voting or casting vote through e-Voting system at the Meeting.

• d) The Chairman shall formally propose to the members participating through VC/ OAVM facility to vote on the resolutions as set out in the EGM Notice and announce the start of the e-Voting during the EGM through the e-Voting system. After the members participating through VC/ OAVM facility, eligible and interested to cast votes, have cast the votes, the e-Voting will be closed with the formal announcement of closure of the EGM.

• e) Mr. Abhinav Khosla, Chartered Accountant (Membership No. 087010), Partner of M/s. SCV & Co. LLP, Chartered Accountants, has been appointed as the Scrutinizer to scrutinize the remote e-Voting process and casting vote through the e-Voting system during the meeting in a fair and transparent manner.

• f) The Scrutinizer shall after the conclusion of e-Voting at the EGM, first download the votes cast at the Meeting and thereafter unblock the votes cast through remote e-Voting and shall make a consolidated Scrutinizer’s Report of the total votes cast in favour or against, invalid votes, if any, and whether the resolution has been carried or not, and such Report shall then be sent to the Chairman or a person authorized by him, who shall then countersign and declare the result of the voting forthwith.

• g) The Results declared along with the Report of the Scrutinizer shall be placed on the website of the Company at www.nestle.in and on the website of NSDL at www.evoting.nsdl.com immediately after the declaration of Results by the Chairman or a person authorized by him. The Results shall also be immediately forwarded to the stock exchanges where shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited.

EXPLANATORY STATEMENT IN RESPECT OF THE SPECIAL BUSINESS PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

Item No. 1 and 2

The Board of Directors (“the Board”) of the Company, at its meeting held on 26[th] June 2025, has approved the issue of bonus equity shares in the ratio of 1:1, i.e., one (1) new bonus equity share of face value of ₹1/- (Rupee one only) each for every one (1) existing fully paid-up equity share of face value of ₹1/- (Rupee one only) each, held by the members as on the Record Date, by capitalising a sum not exceeding ₹96.42 crore out of retained earnings of the Company, subject to the approval of the members of the Company.

While considering the issue of bonus equity shares, the Board noted that the Company’s equity shares had been sub-divided in a ratio of 10:1 (i.e. for every one (1) equity share of face value of ₹10/- each, ten (10) equity shares of face value of ₹1/- each were issued), effective from the Record Date of 5[th] January 2024. This sub-division was intended to make the Company’s equity shares more affordable and promote broader retail investor participation. As of 19[th] June 2025, retail/ individual shareholders comprised 95.5% of the total number of shareholders, holding approximately 12.4% of the paid-up value of equity shares. Amongst these shareholders, approximately 30% held fewer than five equity shares, including around 8.6% who held only one equity share. The Board is of the opinion that the proposed issuance of bonus equity shares in the ratio of 1:1 recognises the steadfast support and loyalty of the shareholders throughout the Company’s growth and transformation journey. Moreover, this initiative is likely to improve the liquidity of the shares and broaden the shareholder base.

Pursuant to Section 63 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, and subject to applicable statutory and regulatory approvals, if any, the issue of bonus equity shares requires the approval of the members of the Company. Article 162 and 163 of the Articles of Association of the Company inter alia permits capitalisation of any part of the amount for the time being standing to the credit of any of the Company's reserve accounts or to the credit of the profit and loss account, or otherwise available for distribution by applying the same towards paying up in full, unissued shares of the Company to be allotted and distributed, credited as fully paid-up to and amongst members in proportion to their existing shareholding.

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As per the standalone audited financial statements for the year ended 31[st] March 2025, the Retained Earnings (free reserves) of the Company amounted to ₹4,008.95 crore which includes an amount of ₹837.43 crore reclassified from the General Reserves and credited to the Retained Earnings (“Reclassified Amount under the Scheme”) in accordance with the Scheme of Arrangement (“the Scheme”) sanctioned by Hon’ble National Company Law Tribunal, Delhi Bench (Hon’ble NCLT), vide its Order dated 15[th] 19[th] October 2023 (“Hon’ble NCLT Order”). The Scheme inter alia provides that the Reclassified Amount under the Scheme constitutes accumulated profits of the Company and is available for future Payout to the members of the Company, from time to time, by the Board, at its sole discretion, in such manner, quantum and at such time as the Board may decide, taking into account all relevant factors including applicable regulatory and fiscal considerations, the nature and quantum of each Payout and subject to payment of applicable taxes. A copy of the aforesaid Order and the Scheme are available on the Company’s website at https://www.nestle.in/investors/stockandfinancials/scheme-arrangement. Accordingly, the Board has proposed to utilise the Reclassified Amount under the Scheme out of the Retained Earnings to the extent of ₹96.42 crore for the purpose of issuance of bonus equity shares. As per the Hon’ble NCLT Order, Payout in the form of bonus issue to the existing shareholders by capitalisation of Retained Earnings shall require prior approval by the shareholders through Annual General Meeting/ Extraordinary General Meeting, and will be subject to payment of all applicable taxes. Further, the issuance of bonus equity shares by the Company will not result in any change in the shareholding pattern of the Company.

In terms of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the new equity shares to be allotted pursuant to the bonus issue shall be only in dematerialised form. In case of members who hold equity shares in physical form, the bonus equity shares shall be credited to a separate suspense escrow demat account until these shares are credited by the Company in dematerialised form to the beneficiary accounts of such members with their respective Depository Participant(s), subject to the Act, SEBI LODR, SEBI ICDR or any other applicable laws, regulations, rules and guidelines as may be issued by MCA, SEBI or any other authority in this regard. The voting rights of such bonus equity shares held in the suspense escrow demat account shall remain frozen.

In view of the proposed issue of bonus equity shares, the paid-up equity share capital of the Company will increase from ₹96,41,57,160 (Rupees ninety six crore forty one lakh fifty seven thousand one hundred and sixty only) to ₹192,83,14,320/- (Rupees one hundred ninety two crore eighty three lakh fourteen thousand three hundred and twenty only). As the Authorised Share Capital of the Company is ₹100,00,00,000/- (Rupees one hundred crore only) divided into 100,00,00,000 (One hundred crore) equity shares of ₹1/- (Rupee one only) each, in order to facilitate further capital issuance as aforesaid, the Board at its meeting held on 26[th] June 2025, has recommended to increase the Authorised Share Capital to ₹200,00,00,000/- (Rupees two hundred crore only) by creation of an additional 100,00,00,000 (One hundred crore) equity shares of ₹1/- (Rupee one only) each. The increase in the Authorised Share Capital of the Company as aforesaid and consequential alteration to the existing Clause 5 of the Memorandum of Association of the Company, requires approval of the members in terms of Section 13 and 61 of the Companies Act, 2013.

None of the Directors and Key Managerial Personnel of the Company and their relatives are, in any way, concerned or interested, financially or otherwise, in the resolutions as set out in the accompanying EGM Notice, except to the extent of issue and allotment of bonus equity shares to them consequent to their shareholding, if any, in the Company.

Draft copy of the altered Memorandum of Association of the Company and other documents would be available for inspection without any fee by the members at the registered office of the Company during business hours on any working day, excluding Saturday, upto the date of closure of the e-Voting at the EGM.

Accordingly, the Board recommends to the members for their approval by way of Ordinary Resolutions as set out at Item No. 1 and 2 of the accompanying EGM Notice.

By Order of the Board Nestlé India Limited

Pramod Kumar Rai Date : 26[th] June 2025 Company Secretary & Compliance Officer Place : Gurugram (Membership No.: F4676) Registered Office: 100/ 101, World Trade Centre, Barakhamba Lane, New Delhi - 110 001 Email: investor@in.nestle.com | Website: www.nestle.in CIN: L15202DL1959PLC003786

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