Key Dates

  • E-voting Period: August 26, 2026 (9:00 AM IST) to September 24, 2026 (5:00 PM IST)
  • Postal Ballot Receipt Deadline: September 24, 2026 (5:00 PM IST)
  • Result Declaration: On or before September 26, 2026

Resolution Details

Special Business: Approval for re-designation, appointment, and remuneration payable to Pirojsha Godrej as Whole Time Director (designated as Executive Chairperson) for the period August 14, 2026, to August 13, 2031.

Key Provisions:

  • Appointment requires special resolution approval under Sections 196, 197, 198, and 203 of Companies Act, 2013
  • Remuneration may exceed ₹5 crore or 2.5% of net profits, whichever is higher
  • Aggregate annual remuneration of all executive directors may exceed 5% of net profits
  • Liability to retire by rotation

Remuneration Structure

Fixed Compensation: ₹6.9-12 crore per annum (basic salary) plus company contributions to PF and gratuity

Performance Linked Variable Remuneration (PLVR): Base target range of ₹12-21 crore per annum, with actual payout dependent on performance metrics

Flexible Compensation (Perquisites and Allowances): Maximum cost range of ₹16.1-28 crore per annum, including:

  • Housing accommodation or HRA
  • Furnishing at residence
  • Supplementary allowance
  • Leave travel assistance
  • Medical expenses reimbursement
  • Food vouchers and fuel reimbursement
  • Company cars with drivers
  • Housing and contingency loans
  • Club facilities, insurance, and hospitalization cover

Overall Remuneration: The aggregate remuneration may exceed statutory limits in case of loss or inadequacy of profits, subject to Companies Act provisions.

Background and Rationale

Pirojsha Godrej was previously appointed as Non-Executive Director effective April 1, 2022, and as Chairperson-Designate effective April 13, 2026. This appointment is part of the company's generational succession planning. An independent consulting firm was empaneled to study market remuneration for comparable roles, with the proposed remuneration being around the median for similar-sized groups.

Financial Information

Company Performance (₹ in Crore):

| Particulars | FY 2025-26 | FY 2024-25 |

| Total Income | 5,088.83 | 4,291.46 |

| Net Profit | 61.02 | 189.67 |

Director's Current Remuneration: Sitting fees of ₹4,00,000 during FY 2025-26; ₹3,00,000 up to August 13, 2026

Voting Arrangements

  • E-voting Service Provider: Central Depository Services (India) Limited (CDSL)
  • Scrutinizer: Sachin Manseta, Practicing Company Secretary (FCS 8279)
  • Alternative Scrutinizer: Govil Rathi, Practicing Company Secretary (FCS 13152)
  • Members can vote: Electronically via CDSL platform or physically via Postal Ballot Form
  • Physical ballots to be sent to: Sachin Manseta, c/o Computech Sharecap Limited, 147 Mahatma Gandhi Road, Fort, Mumbai - 400 001

Additional Information

  • The company is the ultimate holding company of Godrej Industries Group
  • Business includes manufacturing and marketing of oleochemicals, bulk edible oils, estate management, and investment activities
  • Pirojsha Godrej holds 1,96,59,500 shares directly and additional shares through various family trusts
  • The resolution is a related party transaction under Listing Regulations but not material
  • No foreign investments or collaborations during the last financial year

Document Availability

The Postal Ballot Notice is available on the company's website (www.godrejindustries.com) and stock exchange websites (BSE and NSE).