Jubilant Foodworks CEO, MD, chairman, board of directors and AGM

Mutual fund votes, meeting of 28 Aug 2025, 32 fund houses

• To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2025 together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2025 together with the Report of the Auditors thereon.MoreLess

  32 for0 against
• To declare a dividend on equity shares for the financial year ended March 31, 2025

  32 for0 against
• To appoint a Director in place of Mr. Shyam S. Bhartia (DIN: 00010484) who retires by rotation and, being eligible, offers himself for re-appointment.

  32 for0 against
• To appoint Secretarial Auditors of the Company and approve their remuneration.

  32 for0 against

Mutual fund votes, meeting of 29 Aug 2024, 24 fund houses

• 1.To receive, consider and adopt: a)the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2024 together with the Reports of the Board of Directors and Auditors thereon; and b)the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024 together with the Report of the Auditors thereon.MoreLess

  24 for0 against
• 2. To declare dividend on equity shares for the financial year ended March 31, 2024.

  24 for0 against
• 3.To appoint a Director in place of Mr. Hari S. Bhartia (DIN: 00010499) who retires by rotation and, being eligible, offers himself for re-appointment.

  24 for0 against
• 4.To approve payment of Commission to Non-Executive Directors of the Company.

  ›Against 360 One Mutual Fund, Bajaj Finserv Mutual Fund, Bandhan Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Groww Mutual Fund, HSBC Mutual Fund, ICICI Prudential Mutual Fund, Invesco Mutual Fund, JM Financial Mutual Fund, Kotak Mahindra Mutual Fund, Motilal Oswal Mutual Fund, Nippon India Mutual Fund, Sundaram 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 FundCompliant with law. Governance Concern: Commission Distribution Criteria not disclosed; No absolute cap on proposed payment of commission to each NED; Resolution is of perpetual nature.
  • Bandhan Mutual Fund, DSP Mutual Fund, Sundaram Mutual FundSince FY20, the aggregate commission payout to Non-Executive Directors has been in the range of 0.1% to 0.3% of standalone PBT, which is reasonable. The company seeks to pay commission to non-executive directors including independent directors upto 1% of net profits for each financial year from 1 April 2024 onwards. The aggregate commission will be within the overall limits of 1% of net profits – the company must define an absolute cap for the commission payable. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Edelweiss Mutual FundThe amount is high and non justified for non executive directors.
  • HSBC Mutual FundA vote AGAINST this resolution is warranted as the approval will be valid till perpetuity and shareholders will not get to review the payments in the future
  • ICICI Prudential Mutual FundThe AMC do not support the resolution due to lack of clarity and the resolution being in perpetuity.
  • Invesco Mutual FundSince FY20, the aggregate commission payout to Non-Executive Directors has been in the range of 0.1% to 0.3% of standalone PBT, which is reasonable. The company seeks to pay commission to non-executive directors including independent directors upto 1% of net profits for each financial year from 1 April 2024 onwards. The aggregate commission will be within the overall limits of 1% of net profits – the company must define an absolute cap for the commission payable. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution
  • Kotak Mahindra Mutual FundThe company seeks to pay commission to non-executive directors including independent directors upto 1% of net profits for each financial year from 1 April 2024 onwards. The aggregate commission will be within the overall limits of 1% of net profits. However, the company has not defined a tenure for payment of commission and the resolution is effectively valid for perpetuity. We believe shareholders must get an opportunity to periodically approve such payments and therefore do not support the resolution.
  • Zerodha Mutual FundGovernance Concern: Commission Distribution Criteria not disclosed; No absolute cap on proposed payment of commission to each NED; Resolution is of perpetual nature.

  9 for15 against
• 5.To authorise creation of security/charge over the assets/ undertakings of the Company

  ›Against Baroda BNP Paribas Mutual Fund, Groww Mutual Fund, JM Financial Mutual Fund, Motilal Oswal Mutual Fund, Zerodha Mutual Fund

  • Baroda BNP Paribas Mutual FundRegular business. The company has made significant acquisition in Turkey which may need more capital.
  • Groww Mutual Fund, Motilal Oswal Mutual FundComplaint with law. Governance Concern: No clarity whether the Company will undertake guarantee/charge obligations in proportion with ownership rights. If not, whether any commission/charges will be levied against obligations undertaken on behalf of subsidiaries. Lenders can be parties other than Banks and Financial Institutions.
  • JM Financial Mutual FundCompliant with law. Governance Concern: No clarity whether the Company will undertake guarantee/charge obligations in proportion with ownership rights. If not, whether any commission/charges will be levied against obligations undertaken on behalf of subsidiaries. Lenders can be parties other than Banks and Financial Institutions.
  • Zerodha Mutual FundGovernance Concern: No clarity whether the Company will undertake guarantee/charge obligations in proportion with ownership rights. If not, whether any commission/charges will be levied against obligations undertaken on behalf of subsidiaries. Lenders can be parties other than Banks and Financial Institutions.

  19 for5 against

Mutual fund votes, meeting of 29 Aug 2023, 22 fund houses

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

• To receive, consider and adopt: a) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2023 together with the Reports of the Board of Directors and Auditors thereon; and b) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2023 together with the Report of the Auditors thereon.MoreLess

  21 for0 against
• To declare dividend on equity shares for the financial year ended March 31, 2023

  21 for0 against
• To appoint a Director in place of Mr. Shamit Bhartia (DIN: 00020623), who retires by rotation and, being eligible, offers himself for re-appointment.

  ›Against JM Financial Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. No issues with- regarding the merits of the proposed appointees. Governance concern: holding two full time positions.
  • SBI Mutual FundShamit Bhartia, 44, represents the promoter family on the board. He is Non-Executive Director on the board of Hindustan Media Ventures Limited and HT Media Ltd. He is the former MD, Hindustan Media Ventures Limited. He holds a bachelor’s degree in Economics from Dartmouth College, USA. He has attended all four board meetings held in FY23. He retires by rotation. We note that there are 11 Board of Directors (BODs), out of which 6 are classified as independent directors. Further, there is 1 ID who is long tenured due to overall group association. Hence, the effective board independence is assessed at 45% on SBI MFs framework. We wish to clarify that we do not have any doubt about the competency of the directors. Our only concern is <50% independence on the board, which is why we are unable to support the resolution.

  19 for3 against
• To appoint a Director in place of Ms. Aashti Bhartia (DIN: 02840983), who retires by rotation and, being eligible, offers herself for re-appointment.

  ›Against JM Financial Mutual Fund, PGIM India Mutual Fund, SBI Mutual Fund

  • JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. No issues with- regarding the merits of the proposed appointees. Governance concern: holding two full time positions.
  • SBI Mutual FundMs. Aashti Bhartia, 39, represents the promoter family on the board. She is an Executive Director at Ogaan India Pvt. Ltd, an online fashion site. She is the former Head of Strategy and Business Development for Jubilant First Trust Hospitals. She holds a Bachelors’ degree in Anthropology and History from Columbia University, USA and completed the Business Bridge Program from Tuck School of Business, Hanover, New Hampshire. She has attended all four board meetings held in FY23. She retires by rotation. We note that there are 11 Board of Directors (BODs), out of which 6 are classified as independent directors. Further, there is 1 ID who is long tenured due to overall group association. Hence, the effective board independence is assessed at 45% on SBI MFs framework. We wish to clarify that we do not have any doubt about the competency of the directors. Our only concern is <50% independence on the board, which is why we are unable to support the resolution.

  18 for3 against
• To re-appoint Mr. Vikram Singh Mehta (DIN: 00041197) as an Independent Director.

  ›Against 360 One Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual Fund

  • 360 One Mutual Fund, JM Financial Mutual Fund, PGIM India Mutual FundCompliant with law. Governance concern: Proposed term will lead to prolonged association with the Group.

  18 for3 against
• To re-appoint Ms. Deepa Misra Harris (DIN: 00064912) as an Independent Director.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, Invesco Mutual Fund, Sundaram Mutual Fund, Taurus Mutual Fund

  • Axis Mutual Fund, Bank of India Mutual Fund, Sundaram Mutual Fund, Taurus Mutual FundMs. Deepa Misra Harris, 64, is the founder & CEO of BrandsWeLove, a brand and marketing consultancy and was appointed on the board in June 2019. She has over 30 years of experience in Luxury hospitality and brand specialist with proficiency in Branding, Marketing, Sales, and Public Relations. She was the former head of Brand, Sales and Marketing, TAJ Hotels. She holds a Master’s degree from Lady Sri Ram College, Delhi University and has completed executive programs from Cornell & ISB. Deepa Misra Harris serves on the board of four listed companies (including Jubilant FoodWorks Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as a Designated Partner of BrandsWeLove, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Therefore, we do not support her re-appointment as an independent director.
  • Invesco Mutual FundMs. Deepa Misra Harris, 64, is the founder & CEO of BrandsWeLove, a brand and marketing consultancy and was appointed on the board in June 2019. She has over 30 years of experience in Luxury hospitality and brand specialist with proficiency in Branding, Marketing, Sales, and Public Relations. She was the former head of Brand, Sales and Marketing, TAJ Hotels. She holds a Master’s degree from Lady Sri Ram College, Delhi University and has completed executive programs from Cornell & ISB. Deepa Misra Harris serves on the board of four listed companies (including Jubilant FoodWorks Limited). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors on a maximum of three listed companies. We believe that as a Designated Partner of BrandsWeLove, her responsibilities are equivalent to a whole-time directorship. Therefore, her high number of directorships on listed companies is not in keeping with the spirit of the regulation. Therefore, we do not support her re-appointment as an independent director

  17 for5 against
• To appoint Mr. Amit Jain (DIN: 01770475) as an Independent Director.

  21 for0 against

Mutual fund votes, meeting of 30 Aug 2022, 23 fund houses

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

• To receive, consider and adopt:na) the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2022 together with the Reports of the Board of Directors and Auditors thereon; andnb) the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2022 together with the Report of the Auditors thereon.MoreLess

  22 for0 against
• To declare dividend on equity shares for the financial year ended March 31, 2022.

  19 for0 against
• To appoint a Director in place of Mr. Shyam S. Bhartia (DIN: 00010484), who retires by rotation and,being eligible, offers himself for re-appointment.

  23 for0 against
• To re-appoint Statutory Auditors and fix their remuneration.

  23 for0 against
• To re-appoint Mr. Abhay Prabhakar Havaldar (DIN: 00118280) as an Independent Director.n

  23 for0 against
• To re-appoint Mr. Ashwani Windlass (DIN: 00042686) as an Independent Director.

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Edelweiss Mutual Fund, Invesco Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual FundAshwani Windlass, 66, is the Chairperson of MGRM Inc, USA and Bata India Limited. He was the former Joint MD, Max India Limited also former MD of Hutchinson Max Telecom. He was appointed as an Independent Director for five years at the 2018 AGM. The company proposes to reappoint him as an Independent Director for another term of five years from 25 July 2023. We consider directors to be non-Independent once they cross a tenure of ten years from the date of their first appointment –Ashwani Windlass has been associated with the promoter family as Independent Director on the board of Hindustan Media Ventures Limited since February 2010. We consider his aggregate association with the promoter family while calculating his tenure. Therefore, we do not support his reappointment as an Independent Director.
  • Edelweiss Mutual FundIts better not to appoint independent directors as they lose their independence after some time and furthermore No value add from independent ddirector as he is from differently field.

  19 for4 against
• To appoint Mr. Sameer Khetarpal (DIN: 07402011) as a Director of the Company.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundCompliant with law. Governance Concern: Appointment as Director proposed for perpetuity

  22 for1 against
• To appoint Mr. Sameer Khetarpal (DIN: 07402011) as the Chief Executive Officer and Managing Director of the Company.

  ›Against JM Financial Mutual Fund

  • JM Financial Mutual FundCompliant with law. Governance Concern: Appointment as Director proposed for perpetuity

  22 for1 against

Mutual fund votes, meeting of 27 Mar 2022, 19 fund houses

• To consider and approve sub-division of equity shares of the Company.

  19 for0 against
• To consider and approve alteration of Capital Clause of the Memorandum of Association of the Company.

  19 for0 against

Mutual fund votes, meeting of 17 Sep 2021, 16 fund houses

• To receive, consider and adopt: na) Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2021 together with the Reports of the Board of Directors and Auditors thereon; and nb) Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2021 together with the Report of the Auditors thereon.nMoreLess

  16 for0 against
• To declare dividend on equity shares for the financial year ended March 31, 2021.

  16 for0 against
• To appoint a Director in place of Mr. Hari S. Bhartia (DIN: 00010499), who retires by rotation and, being eligible, offers himself for re-appointment.

  16 for0 against
• Re-appointment of Mr. Berjis Minoo Desai (DIN: 00153675) as an Independent Director.

  ›Against Axis Mutual Fund, Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund, SBI Mutual Fund

  • Axis Mutual FundHis high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Bank of India Mutual Fund, SBI Mutual FundBerjis Desai, 64, is an independent legal counsel engaged in private client practice. Is the former Managing Partner of J. Sagar Associates, a national law firm. He serves on the board of seven listed companies (including Jubilant FoodWorks). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as an independent legal counsel with his own practice, his responsibilities are equivalent to a full-time role. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • DSP Mutual FundBerjis Desai, 64, is an independent legal counsel engaged in private client practice. He is the former Managing Partner of J. Sagar Associates, a national law firm. He serves on the board of seven listed companies (including Jubilant FoodWorks). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as an independent legal counsel with his own practice, his responsibilities are equivalent to a full-time role. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Invesco Mutual FundBerjis Desai, 64, is an independent legal counsel engaged in private client practice. is the former Managing Partner of J. Sagar Associates, a national law firm. He serves on the board of seven listed companies (including Jubilant FoodWorks). Given their full-time responsibilities, regulations allow whole-time directors of listed companies to be independent directors in a maximum of three listed companies. Further, we believe that, as an independent legal counsel with his own practice, his responsibilities are equivalent to a full-time role. Therefore, his high number of directorships on listed companies are not in keeping with the spirit of the regulation.
  • Mirae Asset Mutual FundPassive holding.

  10 for6 against
• Payment of Managerial Remuneration to Mr. Pratik Rashmikant Pota (DIN: 00751178), as CEO and Wholetime Director for FY 2021-22

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundWe estimate Prateek Pota’s FY22 remuneration to be Rs. 83. 3 mn including an estimate of ESOPs that can be granted to him. His pay-out in FY21 excluding ESOPs increased by 16% over FY20 when the median employee remuneration decreased by ~4%. A larger share of this FY21 stock options grants carried an exercise price of Rs. 10 (face value) based on the fair value of ESOP grants. While we support stock options as part of a remuneration structure, we do not support stock options which are granted at deep discounts to market price. With the higher component of fair value of ESOPs granted at face value, Prateek Pota assured remuneration increases (because he will be in the money on the date of the grant itself). The board must set a cap in absolute amounts on Pratik Pota’s remuneration, rather than have a limit linked to the size of the profits.
  • Invesco Mutual FundWe estimate Prateek Pota’s FY22 remuneration to be Rs. 83.3 mn including an estimate of ESOPs that can be granted to him. His pay-out in FY21 excluding ESOPs increased by 16% over FY20 when the median employee remuneration decreased by ~4%. A larger share of this FY21 stock options grants carried an exercise price of Rs. 10 (face value) based on the fair value of ESOP grants. While we support stock options as part of a remuneration structure, we do not support stock options which are granted at deep discounts to market price. With the higher component of fair value of ESOPs granted at face value, Prateek Pota assured remuneration increases (because he will be in the money on the date of the grant itself). The board must set a cap in absolute amounts on Pratik Pota’s remuneration, rather than have a limit linked to the size of the profits
  • Mirae Asset Mutual FundPassive holding.

  12 for4 against
• Re-appointment of Mr. Pratik Rashmikant Pota (DIN: 00751178) as Chief Executive Officer & Wholetime Director of the Company

  ›Against Bank of India Mutual Fund, DSP Mutual Fund, Invesco Mutual Fund, Mirae Asset Mutual Fund

  • Bank of India Mutual Fund, DSP Mutual FundWe estimate Prateek Pota’s FY23 remuneration to be Rs. 119. 0 mn respectively including an estimate of ESOPs that can be granted to him. His pay-out in FY21 excluding ESOPs increased by 16% over FY20 when the median employee remuneration decreased by ~4%. A larger share of this FY21 stock options grants carried and exercise price of Rs. 10 (face value). While we support stock options as part of a remuneration structure, we do not support stock options which are granted at deep discounts to market price. With the higher component of fair value of ESOPs granted at face value, Prateek Pota assured remuneration increases (because he will be in the money on the date of the grant itself). There is no clarity on the quantum of stock options that he will be granted over the proposed term. The company must disclose the performance metrics and related benchmarks used to determine the performance incentives.
  • Invesco Mutual FundWe estimate Prateek Pota’s FY23 remuneration to be Rs. 119.0 mn respectively including an estimate of ESOPs that can be granted to him. His pay-out in FY21 excluding ESOPs increased by 16% over FY20 when the median employee remuneration decreased by ~4%. A larger share of this FY21 stock options grants carried and exercise price of Rs. 10 (face value). While we support stock options as part of a remuneration structure, we do not support stock options which are granted at deep discounts to market price. With the higher component of fair value of ESOPs granted at face value, Prateek Pota assured remuneration increases (because he will be in the money on the date of the grant itself). There is no clarity on the quantum of stock options that he will be granted over the proposed term. The company must disclose the performance metrics and related benchmarks used to determine the performance incentives.
  • Mirae Asset Mutual FundPassive holding.

  12 for4 against