Britannia Industries CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 14 Mar 2026, 38 fund houses

• Appointment of Mr. Rakshit Hargave (DIN: 03406793) as the Chief Executive Officer and Managing Director of the Company.

  ›Against Angel One Mutual Fund, Axis Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Franklin Templeton Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Kotak Mahindra Mutual Fund, LIC Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundTransparency concern: No absolute Cap on Variable pay including Phantom options.
  • Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, NJ Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundRakshit Hargave, 56, previously served as the CEO of Birla Opus, the paints venture of the Aditya Birla Group, until 5 December 2025, prior to joining Britannia Industries. He was associated with Birla Opus for around four years. Before that, he worked with the German company Beiersdorf (which owns brands including NIVEA, Eucerin, Hansaplast). His annual fixed pay is estimated at ~Rs. 51.7 mn. We support his appointment as CEO and Managing Director. However, we raise concerns over the lack of clarity around his variable pay. His performance-linked incentive (PLI), which also includes Phantom Options under the company’s existing scheme, has been left at the discretion of the board. The resolution does not disclose the performance metrics or the quantum of his variable pay. Given the past trends for the former MD and CEO, where a substantial portion of total remuneration comprised phantom option related gains, it is likely that Rakshit Hargave’s overall remuneration will also have a significant variable portion in the future – we are unable to estimate his overall proposed pay. The company should have provided guidance on the maximum variable pay or quantum of grants. In the absence of such clarity, we are unable to support the resolution.
  • Bandhan Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Navi Mutual Fund, Zerodha Mutual FundCompliant with law. No concern identified on the merits, profile and time commitments of the proposed appointee. Transparency concern: The proposed remuneration comprises of both fixed and variable pay. Variable pay comprises of performance-linked incentives and eligibility to receive Phantom Options under the Britannia Industries Limited Phantom Option Scheme, 2021. However, the Company has not set an absolute cap on the benefits payable through performance-linked incentives and phantom options. In the absence of such a cap, the potential payout under the variable remuneration remains uncertain.
  • Franklin Templeton Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration: • There are no disclosures on the number of phantom stock options that can be granted over the appointment tenure and on annual basis. Further, there is lack of an absolute cap on the variable pay element, which makes the proposed remuneration structure open ended and may lead to discretionary payouts. • The company has not disclosed the performance metrics and (threshold and target) performance that he needs to achieve to determine the outcome under variable pay. • There is a lack of disclosure on the grant of phantom stock options and corresponding cost incurred by the company for the former Managing Director and the absence of a cap on quantum or value of grants in the proposed structure makes it difficult to determine the future payout for proposed appointee.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted in view of the following concerns in the executive's remuneration:• There are no disclosures on the number of phantom stock options that can be granted over the appointment tenure and on annual basis. Further, there is lack of an absolute cap on the variable pay element, which makes the proposed remuneration structure open ended and may lead to discretionary payouts.• The company has not disclosed the performance metrics and (threshold and target) performance that he needs to achieve to determine the outcome under variable pay.• There is a lack of disclosure on the grant of phantom stock options and corresponding cost incurred by the company for the former Managing Director and the absence of a cap on quantum or value of grants in the proposed structure makes it difficult to determine the future payout for proposed appointee.
  • Kotak Mahindra Mutual FundRakshit Hargave, 56, previously served as the CEO of Birla Opus, the paints venture of the Aditya Birla Group, until 5 December 2025, prior to joining Britannia Industries. He was associated with Birla Opus for around four years. His annual fixed pay is estimated at ~Rs. 51.7 mn. We support his appointment as CEO and Managing Director. However, we raise concerns over the lack of clarity around his variable pay. His performance-linked incentive (PLI), which also includes Phantom Options under the company s existing scheme, has been left at the discretion of the board. The resolution does not disclose the performance metrics or the quantum of his variable pay.We are unable to estimate his overall proposed pay. The company should have provided guidance on the maximum variable pay or quantum of grants. In the absence of such clarity, we are unable to support the resolution.
  • LIC Mutual FundTransparency concern: The proposed remuneration comprises of both fixed and variable pay. Variable pay comprises of performance-linked incentives and eligibility to receive Phantom Options under the Britannia Industries Limited Phantom Option Scheme, 2021. However, the Company has not set an absolute cap on the benefits payable through performance-linked incentives and phantom options. In the absence of such a cap, the potential payout under the variable remuneration remains uncertain.
  • Nippon India Mutual FundTransparency Concern: The Company has not set an absolute cap on the benefits payable through performance-linked incentives and phantom options. In the absence of such a cap, the potential payout under the variable remuneration remains uncertain.
  • PPFAS Mutual FundNo absolute Cap on Variable pay including Phantom options.
  • quant Mutual FundCompliant with the law. No concern identified on the merits, profile and time commitments of the proposed appointee. Transparency concern: The proposed remuneration comprises of both fixed and variable pay. Variable pay comprises of performance-linked incentives and eligibility to receive Phantom Options under the company’s 2021 ESOP scheme. However, the company has not set an absolute cap on the benefits payable through performance-linked incentives and phantom options.

  17 for21 against

Mutual fund votes, meeting of 4 Oct 2025, 34 fund houses

• Appointment of Mr. Rajesh Kumar Batra (DIN: 00020764) as a Non-Executive Independent Director of the Company.

  ›Against Angel One Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, Baroda BNP Paribas Mutual Fund, Canara Robeco Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HDFC Mutual Fund, HSBC Mutual Fund, Invesco Mutual Fund, Jio BlackRock Mutual Fund, Mahindra Manulife Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, quant Mutual Fund, Sundaram Mutual Fund, Unifi Mutual Fund, WhiteOak Capital Mutual Fund

  • Angel One Mutual FundGovernance Concern: Prolonged association with Group companies.
  • Bandhan Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual FundCompliant with law. Governance Concern: Prolonged association with the Promoter Group.
  • Bank of India Mutual Fund, Canara Robeco Mutual Fund, DSP Mutual Fund, Jio BlackRock Mutual Fund, Mahindra Manulife Mutual Fund, Sundaram Mutual Fund, Unifi Mutual FundRajesh Kumar Batra, 70, is Chairperson and Managing Director, Cravatex Limited. He graduated from Elphinstone College and holds a Diploma in Systems Management from Jamnalal Bajaj Institute. He has been a director on the boards of multiple Wadia group companies since December 2005. We do not support the appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. The company must appoint him as a Non-Executive Non-Independent director. We do not support the resolution.
  • Baroda BNP Paribas Mutual FundLong association with the group do not align with the requirement of being independent director. Total Association with the group more than 19 years
  • HDFC Mutual FundMr. Rajesh Kumar Batra, 70, is Chairperson and Managing Director, Cravatex Limited. He graduated from Elphinstone College and holds a Diploma in Systems Management from Jamnalal Bajaj Institute. He has been a director on the boards of multiple Wadia group companies since December 2005. We do not support the appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years. We do not support the resolution.
  • HSBC Mutual FundA vote AGAINST the proposal is warranted because:• Including his tenure with the ultimate holding company, his overall association is assessed as eight years. The proposed appointment is for a five year term, effectively his overall association will exceed 10 years.
  • Invesco Mutual FundRajesh Kumar Batra, 70, is Chairperson and Managing Director, Cravatex Limited. He graduated from Elphinstone College and holds a Diploma in Systems Management from Jamnalal Bajaj Institute. He has been a director on the boards of multiple Wadia group companies since December 2005. We do not support the appointment of independent directors if their aggregate tenure with the company or the group exceeds 10 years anytime during the proposed tenure as we believe that this is not in line with the spirit of the regulations. The company must appoint him as a Non-Executive Non-Independent director. We do not support the resolution
  • Nippon India Mutual FundGovernance Concern: Prolonged association with the Promoter Group.
  • PPFAS Mutual FundProlonged Association with group companies.
  • quant Mutual FundCompliant with the law. Governance concern: Prolonged association of over 19 years with the Promoter Group. As per MCA data, he was appointed on the Board of Naperol Investments Ltd from 30th December, 2005 till 10th August, 2019. Further, he also held directorship at National Peroxide Ltd from July, 2020 till October, 2023. Currently, he is appointed as ID on the Board of Nowrosjee Wadia and Sons Limited since November, 2024; ID on the Board of The Bombay Burmah Trading Corporation Limited since March, 2017 and as an ID on the Board of The Bombay Dyeing and Manufacturing Company Limited since August, 2021. All of the above entities including the Company are part of the same Group (The Wadia Group).
  • WhiteOak Capital Mutual FundRajesh Kumar Batra, 70, is Chairperson and Managing Director, Cravatex Limited. He has been a director on the boards of multiple Wadia group companies since December 2005. Given, his aggregate tenure with the group exceeds 10 years, we do not support the resolution.

  12 for22 against

Mutual fund votes, meeting of 11 Aug 2025, 34 fund houses

• Adoption of the Audited Financial Statements along with the Reports of the Board and Auditors thereon.

  34 for0 against
• Declaration of Final Dividend for the Financial Year ended 31 March 2025.

  34 for0 against
• Re-Appointment of Mr. Nusli N. Wadia (DIN: 00015731) as a Non-Executive Non-Independent Director, liable to retire by rotation.

  ›Against Angel One Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Angel One Mutual FundGovernance concern: Remuneration skewed in favour of promoter director.
  • Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, Navi Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with the law. Governance concern: Skewed remuneration towards promoter, remuneration skewness raises question over the role as an NRC member.
  • PPFAS Mutual FundRemuneration skewed in favour of promoter Director

  26 for8 against
• Re-Appointment of M/s. Walker Chandiok & Co LLP (Firm Registration No. 001076N/N500013) as the Statutory Auditors of the Company.

  34 for0 against
• Appointment of M/s. Parikh & Associates (Firm Unique Code: P1988MH009800) as the Secretarial Auditors of the Company.

  34 for0 against
• Ratification of Remuneration of Cost Auditors of the Company for the Financial Year ending 31 March 2026.

  34 for0 against
• Amendment to the terms of Appointment of Mr. N. Venkataraman (DIN: 05220857), Whole-Time Director designated as Executive Director and Chief Financial Officer of the Company.

  34 for0 against

Mutual fund votes, meeting of 22 Dec 2024, 34 fund houses

• Appointment of Mr. Jehangir Nusli Wadia (DIN: 00088831) as a Non-Executive Non Independent Director of the Company

  ›Against 360 One Mutual Fund, Baroda BNP Paribas Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Quantum Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, Zerodha Mutual FundCompliant with Law. No concern identified with regard to directorship per-se. Governance Concern: No absolute cap on commission payable and past remuneration payments have been skewed in favor of a promoter director
  • Baroda BNP Paribas Mutual FundNo cap on commission payable specified. Also, the appointment leads to concentration of family members at the board moving away from professional management
  • Edelweiss Mutual FundNo absolute cap on commission payable and past remuneration payments have been skewed in favor of a promoter director
  • PPFAS Mutual FundNo absolute cap on variable pay & and skewed remuneration.
  • Quantum Mutual FundThe company seeks to reappoint Mr. Jehangir Wadia as Non-Executive Director of the company. It may be noted that Bombay Dyeing and some of its promoters (Nusli Wadia, Ness Wadia and Jehangir Wadia) had been barred from the securities market for 2 years for violating the provisions of SEBI (Prevention of Fraudulent and Unfair Trade Practices) (‘PFUTP’) Regulations, 2003 by misrepresenting the financial statement of Bombay Dyeing originating from year 2011 until 2019. However, the company had filed an appeal with Securities Appellate Tribunal (SAT) against the SEBI Order and obtained a stay on Order on 10 November 2022. The hearings on the subject matter were concluded, but since the Presiding Officer has retired, the matter is required to be heard afresh before a newly constituted bench. In view of the ongoing matter, best governance practice dictates that he should step down till the litigation is resolved. Therefore, we do not favour his reappointment.

  25 for9 against

Mutual fund votes, meeting of 8 Nov 2024, 1 fund house

• 1. Adoption of Audited Financial Statements along with Reports of the Board and Auditors thereon. 2. Declaration of Final Dividend. 3. Appointment of Mr. Ness N. Wadia (DIN:00036049) as a Non-Executive Non-Independent Director, liable to retire by rotation. 4. Appointment of Dr. Urjit Patel (DIN:00175210) as a Non-Executive Independent Director of the Company. 5. Appointment of Mr. Sunil Siddharth Lalbhai (DIN:00045590) as a Non Executive Independent Director of the Company. 6. Ratification of Remuneration of Cost Auditors of the Company for the Financial Year ending 31 March 2025.MoreLess

  1 for0 against

Mutual fund votes, meeting of 12 Aug 2024, 31 fund houses

Each resolution counts the houses whose vote was matched to it; the rest are listed last.

• Adoption of Audited Financial Statements along with Reports of the Board and Auditors thereon.

  30 for0 against
• Declaration of Final Dividend.

  30 for0 against
• Appointment of Mr. Ness N. Wadia (DIN:00036049) as a Non-Executive Non-Independent Director, liable to retire by rotation.

  ›Against Bajaj Finserv Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • Bajaj Finserv Mutual Fund, Groww Mutual Fund, Motilal Oswal Mutual Fund, PGIM India Mutual FundRe-appointment compliant with law. Governance Concern: Director is NRC member and the remuneration is skewed in favor of a related director.
  • HSBC Mutual FundA vote AGAINST is warranted as we have concerns about insufficient independence on the Remuneration committee, insufficient independence on the Nomination committee and hence we are voting against this longest serving non-executive director as we have concerns about the company's management of climate-related risks.
  • JM Financial Mutual FundRe-appointment compliant with law. Governance Concern: Director is Nomination and Remuneration Committee member and the remuneration is skewed in favor of a related director.
  • PPFAS Mutual FundDirector is NRC member and the remuneration is skewed in favour of a related director.
  • Zerodha Mutual FundGovernance Concern: Director is NRC member and the remuneration is skewed in favor of a related director.

  23 for8 against
• Appointment of Dr. Urjit Patel (DIN:00175210) as a Non-Executive Independent Director of the Company.

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundNo concern on profile and merit of appointee. Non-Compliant with Section 149 of the Companies Act, 2013: 3 years not lapsed since cessation of Independent Directorship.
  • Baroda BNP Paribas Mutual FundNon-compliant with regulations
  • PPFAS Mutual Fund3 years not lapsed since cessation of previous Independent Directorship.
  • Zerodha Mutual FundNon-Compliant with Section 149 of the Companies Act, 2013: 3 years not lapsed since cessation of Independent Directorship.

  21 for10 against
• Appointment of Mr. Sunil Siddharth Lalbhai (DIN:00045590) as a Non Executive Independent Director of the Company.

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Groww Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, NJ Mutual Fund, PGIM India Mutual Fund, PPFAS Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund, Zerodha Mutual Fund

  • 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, PGIM India Mutual FundNo concern on profile and merit of appointee. Appointment compliant with law. Governance Concern: Excessive Time Commitments and proposed appointment will lead to Prolonged Association at group level.
  • Bank of India Mutual Fund, DSP Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundSunil Siddharth Lalbhai, 64, is the Chairperson and Managing Director of Atul Limited. He holds a postgraduate degree in Chemistry from the University of Massachusetts, USA and a postgraduate degree in Economic Policy and Planning from Northeastern University, USA. He has been on the board of group company - The Bombay Dyeing and Manufacturing Company Limited since 5 February 2019. Given his association with the group will exceed ten years during the proposed tenure, we do not support his appointment. The company may consider appointing him as non-executive non-independent director.
  • Invesco Mutual FundSunil Siddharth Lalbhai, 64, is the Chairperson and Managing Director of Atul Limited. He holds a postgraduate degree in Chemistry from the University of Massachusetts, USA and a postgraduate degree in Economic Policy and Planning from Northeastern University, USA. He has been on the board of group company - The Bombay Dyeing and Manufacturing Company Limited since 5 February 2019. Given his association with the group will exceed ten years during the proposed tenure, we do not support his appointment. The company may consider appointing him as non-executive non-independent director
  • NJ Mutual FundSunil Siddharth Lalbhai, 64, is the Chairperson and Managing Director of Atul Limited. He holds a postgraduate degree in Chemistry from the University of Massachusetts, USA and a postgraduate degree in Economic Policy and Planning from Northeastern University, USA. He has been on the board of group company - The Bombay Dyeing and Manufacturing Company Limited since 5 February 2019. Given his association with the group will exceed ten years during the proposed tenure, we do not support his appointment. The company may consider appointing him as non-executive non- independent director.
  • PPFAS Mutual FundExcessive Time Commitments & Prolonged Association.
  • Zerodha Mutual FundAppointment compliant with law. Governance Concern: Excessive Time Commitments and proposed appointment will lead to Prolonged Association at group level.

  15 for16 against
• Ratification of Remuneration of Cost Auditors of the Company for the Financial Year ending 31 March 2025.

  30 for0 against