Key Decisions and Details

1. Joint Venture Agreement (Annexure-A)

  • Parties: Bikaji Foods International Limited (BFIL), India and C.G. Savory Corp Private Limited (CG), Nepal.
  • Agreement: Joint Venture cum Shareholders Agreement executed on August 05, 2026.
  • Purpose: To incorporate, operate, and manage a Joint Venture Company in Nepal named C.G. Bikaji Private Limited (CG Bikaji) for manufacturing, trading, and marketing snacks, namkeen, bhujia, papad, and packaged sweets within Nepal.
  • Significant Terms:
  • Right to appoint an equal number of directors on the board of CG Bikaji.
  • CG Bikaji will be equally owned (50:50 stake) by BFIL and CG.
  • CG Bikaji shall use the brand names "BIKAJI" and "CG".
  • Related Party Transaction: The transaction falls under the purview of Section 177 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations and will be done on an Arm's Length Basis.

2. Investment Approval (Annexure-B)

  • Target Entity: C.G. Bikaji Private Limited, incorporated in Nepal on December 01, 2025.
  • Industry: Fast-Moving Consumer Goods (FMCG).
  • Investment Amount: Approved investment of up to ₹ 15,00,00,000 (Fifteen Crore Rupees).
  • Shareholding: Will result in a 50% shareholding for BFIL in CG Bikaji.
  • Consideration: Cash.
  • Completion Timeline: Tentatively within 10 (Ten) months, in tranches as mutually agreed.
  • Background: The company has not commenced operations. Its authorized share capital is Nepalese Rupees 20,00,00,000 divided into 20,00,000 shares of Nepalese Rupees 100 each.
  • Related Party Transaction: Confirmed as a related party transaction to be conducted on an Arm's Length Basis. Promoter/Promoter Group/Group Companies have no interest in CG Bikaji.

3. Wholly-Owned Subsidiary Incorporation (Annexure-C)

  • Subsidiary: To be incorporated in Khalifa Economic Zones Abu Dhabi (KEZAD), United Arab Emirates.
  • Holding Company: Will be a 100% Wholly-Owned Subsidiary of Bikaji Foods International Limited.
  • Industry: Fast-Moving Consumer Goods.
  • Purpose: To strengthen and optimize international supply chain operations in the Middle East region.
  • Investment: Up to an amount of AED 1,00,00,000 (Ten Million UAE Dirhams) in one or more tranches.
  • Approvals: Subject to approval from Khalifa Economic Zones Abu Dhabi (KEZAD) and other relevant statutory/regulatory authorities.
  • Related Party Status: Upon incorporation, it will become a related party under Section 188 of the Companies Act, 2013 and Regulation 23 of the Listing Regulations.

4. Employee Stock Option Plan (ESOP) Grant (Annexure-D)

  • Scheme: Bikaji Employees Stock Option Scheme 2021 – Scheme I (Scheme-I).
  • Number of Options Granted: 1,00,000 (One Lakh).
  • Grantee: Eligible employees of the Company.
  • Pricing: Exercise price of ₹ 500 per option.
  • Conversion: 1 Option = 1 Equity Share of face value ₹ 1.
  • Vesting Schedule:
  • 40% of options vest on the 1st anniversary from the date of grant.
  • 30% of options vest on the 2nd anniversary from the date of grant.
  • 30% of options vest on the 3rd anniversary from the date of grant.
  • Exercise Period: 7 Years from the respective vesting date(s).
  • Share Rights: Equity shares allotted upon exercise will rank pari-passu with existing shares and will not be subject to any lock-in.
  • Compliance: The scheme is in terms of SEBI (SBEB) Regulations, 2021.