Key Proposal

Re-appointment of Mr. N. Venkataraman (DIN: 05220857) as Whole-Time Director designated as Executive Director and Chief Financial Officer (CFO) of the Company.

Proposed Terms of Re-appointment

  • Tenure: 4 years, from 30th July 2026 to 29th July 2030 (both days inclusive).
  • Status: Liable to retire by rotation.
  • Approval Type: Ordinary Resolution via postal ballot with remote e-voting only.

Voting Details

  • Cut-off Date: Friday, 26th June 2026 (for determining eligibility to vote).
  • Remote E-voting Period: Commences Wednesday, 1st July 2026, 9:00 AM IST; concludes Thursday, 30th July 2026, 5:00 PM IST.
  • Service Provider: National Securities Depository Limited (NSDL).
  • Result Declaration: On or before Monday, 3rd August 2026, by 5:00 PM IST.
  • Scrutinizer: Ms. Anshu Agarwal (FCS No. 9921, CP No. 27897) of ANGC & Co. LLP.

Dispatch of Notice

Notice is being sent only by email to members whose email IDs are registered with the Company/Depository Participants as of the cut-off date. Physical copies are not being dispatched.

Availability of Documents

  • The notice is available on the company's website: https://www.britannia.co.in/investors/shareholders-information/general-meetings
  • Also available on NSDL's website: www.evoting.nsdl.com and stock exchange websites (BSE: www.bseindia.com, NSE: www.nseindia.com).
  • The Service Agreement detailing terms is available for electronic inspection or at the Registered Office during business hours (9:30 AM - 5:30 PM IST) until the last date of voting.

Rationale for Re-appointment (Explanatory Statement)

Mr. N. Venkataraman was first appointed to the role on 30th July 2021 and approved by shareholders at the 102nd AGM on 6th September 2021 for a 5-year term ending 29th July 2026. The re-appointment is recommended by the Nomination and Remuneration Committee (NRC) and approved by the Board (on 31st March 2026) based on his nearly 4 decades of experience, strategic leadership in finance, and contribution to long-term value creation and sustainable growth.

Key Terms of the Service Agreement

  • Basic Salary: ₹62,30,357 (Rupees Sixty Two Lakhs Thirty Thousand Three Hundred and Fifty Seven only) per annum, subject to annual increments.
  • Other Remuneration: Perquisites, benefits, allowances, and a Performance Linked Incentive (including Phantom Options under the Britannia Industries Limited Phantom Option Scheme, 2021 - BIL POS 2021).
  • Previous Remuneration: The last drawn remuneration was ₹4.29 Crores (excludes ₹1.99 Crores from Phantom Options exercised under BIL POS 2021 and certain actuarially valued benefits).
  • Termination: Requires 6 months' written notice by either party. Company can terminate without notice for gross negligence, misconduct, or loss of confidence.
  • Other Conditions: Includes clauses on confidentiality, non-disclosure, intellectual property, indemnity, and non-competition.
  • The aggregate remuneration is stated to be within limits prescribed under the Companies Act, 2013 (Sections 197, Schedule V) and SEBI LODR Regulations.

Director Profile & Details (Mr. N. Venkataraman)

  • Age: 61 years.
  • Qualifications: Commerce Graduate, Qualified Cost Accountant.
  • Experience: ~4 decades; with Britannia since April 2007. Heads Finance, Business Commercial, Legal, Secretarial, and cost efficiency initiatives.
  • Expertise: Leadership, Strategic Planning, Financial Management, Supply Chain, Trade/Economic Policies, Governance.
  • Shareholding: Nil (as of the notice date).
  • Board Meetings Attended (FY26): 1 (as of the notice date).
  • Other Directorships: Holds 11 directorships in other companies, including The Bombay Dyeing and Manufacturing Company Limited.
  • Relationships: Not related to any other Director or KMP of Britannia.