Governance

Governance Built for Transparency and Trust

We operate with disciplined oversight, independent leadership, and a culture of accountability. Our Board and its committees drive long-term value creation, ensure ethical conduct across the organisation, and protect stakeholder interests through strong governance, audit, and risk management systems.

HomeGovernance

Independent Directors50%of the Board

Board Attendance91.24%overall participation in FY'25

Statutory Committees100%led by Independent Directors

Insider Trading Breaches0reported in FY'25

Board of Directors

Independent leadership with disciplined oversight.

Our Board brings deep experience in strategy, technology, finance, operations, and governance. The Chairman is non-executive and separate from the CEO/Managing Director role, reinforcing independent oversight.

Structure

Non-Executive Chairman
Separate CEO & Managing Director role
Lead Independent Director designated

Composition

10 Directors; 5 Independent
2 Female Directors; 8 Male Directors
Expertise across leadership, finance, digital, food service, retail, regulation

Tenure Mix

Directors serving 2-5 years
Directors serving 5-8 years
Directors serving 8+ years for continuity

Shyam S. Bhartia

Chairman & Director

Founder of the Jubilant Bhartia Group with 40+ years across pharmaceuticals, food service, life sciences, aerospace, and consumer products.

Board Leadership

Hari S. Bhartia

Co-Chairman & Director

Chemical engineer (IIT Delhi) and co-founder of the Group with leadership across manufacturing, food service, and global supply chains.

Board Leadership

Sameer Khetarpal

CEO and Managing Director

Brings 26+ years in e-commerce, consumer, and analytics-led scale growth.

Board Leadership

Shamit Bhartia

Non-Executive Director

Media and consumer businesses leader with a focus on strategic partnerships and innovation within the Jubilant Bhartia Group.

Non-Executive Oversight

Aashti Bhartia

Non-Executive Director

Drives sustainability, digital innovation, and customer-centric growth across Jubilant’s global brand ecosystem.

Non-Executive Oversight

Abhay Prabhakar Havaldar

Independent Director

Private equity and venture capital leader with deep expertise in corporate finance and strategic investments.

Independent Oversight

Ashwani Windlass

Independent Director

Strategy, telecom, and technology governance advisor with decades of boardroom experience.

Independent Oversight

Deepa Misra Harris

Independent Director

Global brand, marketing, and consumer experience specialist across hospitality and premium lifestyle categories.

Independent Oversight

Vikram Singh Mehta

Independent Director

Public policy, energy economics, and governance leader with global multilateral expertise.

Independent Oversight

Amit Jain

Independent Director

Consumer brands, media, retail, and digital growth specialist focused on scaling customer-centric businesses.

Independent Oversight

View full bios→

Board Committees

Specialist committees sustaining high governance standards.

Eight committees operate with defined charters, chaired by Independent Directors where mandated, and report back to the Board with insights on performance, risk, technology, ethics, and compliance.

Audit Committee

Focus: Financial integrity & internal controls

Reviews quarterly and annual financial statements before Board approval
Oversees internal controls, risk management systems, and related-party transactions
Monitors whistle-blower mechanism and compliance with insider trading regulations
Recommends appointment and terms of auditors; no audit qualifications reported for FY'25

View full terms of reference→

Risk Management Committee

Focus: Enterprise risk & continuity

Defines and periodically reviews the Risk Management Policy
Monitors risk identification, mitigation plans, and adequacy of systems
Advises the Board on business continuity and emerging threats

View full terms of reference→

Sustainability & Corporate Social Responsibility Committee

Focus: ESG & impact

Drives CSR strategy, budgeting, and outcome tracking across focus areas
Oversees sustainability, environmental, social, and governance policies
Aligns business responsibility with regulatory expectations and community impact goals

View full terms of reference→

Nomination, Remuneration & Compensation Committee

Focus: Leadership quality & pay fairness

Sets criteria for appointment and removal of Directors, KMP, and senior management
Recommends executive and Board compensation frameworks
Oversees succession planning and Board diversity policy
Administers employee stock option schemes and performance evaluations

View full terms of reference→

Stakeholders' Relationship Committee

Focus: Shareholder rights & experience

Resolves shareholder grievances with defined service level benchmarks
Reviews voting enablement and shareholder communication channels
Monitors unclaimed dividends and movement to IEPF
Oversees service standards of the Registrar & Share Transfer Agent

View full terms of reference→

Investment Committee

Focus: Strategic growth & deployment of capital

Evaluates strategic investments, acquisitions, and divestments
Oversees due diligence and use of external advisors
Reviews high-impact capital allocation opportunities for Board approval

View full terms of reference→

Digital and Technology Committee

Focus: Digital moat & tech governance

Defines the digital and technology roadmap aligned with business strategy
Reviews major technology and data investments for scalability and ROI
Tracks emerging digital trends and assesses competitive impact
Oversees performance of the company’s technology infrastructure and AI stack

View full terms of reference→

Regulatory and Finance Committee

Focus: Compliance, capital, and banking infrastructure

Approves borrowings, banking relationships, and account operations
Oversees statutory registrations, regulatory submissions, and factory nominations
Supports financial discipline and compliance across operations

View full terms of reference→

How We Govern

Independence, accountability, and integrity in practice.

Robust guardrails ensure transparent decision-making, ethical conduct, and stakeholder confidence across the organisation.

Independence

Chairman is a Non-Executive Director and not related to the CEO/Managing Director
Lead Independent Director formally designated to coordinate independent oversight
100% of statutory Board committees are chaired by Independent Directors
All mandatory committee recommendations in FY'25 were accepted by the Board
Board resolutions in FY'25 passed unanimously, other than abstentions for conflict of interest

Accountability

Board and Committee attendance at 91.24% across FY'25
Continuous evaluation of Board, Committees, and individual Directors
Independent director review of Board effectiveness and shareholder alignment
Robust related party transaction policy with no material conflicts in FY'25

Integrity

Zero audit qualifications recorded in FY'25
Centralised digital compliance reporting framework with periodic review
Whistle Blower mechanism with direct access to the Audit Committee Chair and no denials of access

Our Codes & Policies

Policies that protect value.

Policies are reviewed periodically by the Board and its committees to ensure regulatory alignment, ethical conduct, data protection, and long-term stakeholder value creation.

Explore CSR Initiatives

Code of Conduct (Board & Senior Management)

Defines standards of personal and professional integrity, independence, and ethical behaviour with annual affirmation.

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Whistle Blower Policy / Vigil Mechanism

Secure, neutral reporting channels for misconduct and malpractice with Audit Committee oversight.

Download PDF

Insider Trading Code & UPSI Disclosure Policy

Controls securities trading, maintains structured digital databases, and governs leak investigation procedures.

Download PDF

Board Diversity Policy

Targets diversity across gender, background, geography, skills, and experience for a future-ready Board.

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Nomination & Remuneration Policy

Ensures merit-based leadership appointments and compensation aligned with performance and retention.

Download PDF

CSR & Sustainability Policy / Business Responsibility Policy

Guides social impact, environmental stewardship, and responsible growth programmes across the organisation.

Download PDF

Related Party Transactions Policy

Defines materiality thresholds, approval pathways, and monitoring for conflicts of interest.

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Policy for Determining Material Subsidiaries

Sets oversight standards for subsidiaries, ensuring consistent governance and reporting protocols.

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Dividend Distribution Policy

Outlines the framework for shareholder returns while balancing reinvestment for long-term growth.

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Other Governance Policies

Policy for Preservation of Documents • Determination of Material Events • Succession Planning • Performance Evaluation • Archival • Risk Management • Policy on Leak/Suspected Leak of UPSI.

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Risk Oversight & Internal Control

Strong systems guard performance and resilience.

Governance structures enable early risk detection, disciplined mitigation, and transparent reporting to the Board and stakeholders.

Enterprise Risk Management

Identify → Prioritise → Mitigate → Monitor → Report

Identify & Refresh

Continuous monitoring of strategic, operational, financial, regulatory, cyber, and reputational risks with a living Risk Library that captures emerging threats.

Prioritise

Risks are rated by impact and likelihood, mapped on the enterprise risk heat map, and flagged for escalation as high, medium, or low priority.

Mitigate

Root cause analysis drives mitigation plans with defined owners, timelines, milestones, and KPIs tied to business outcomes.

Monitor & Report

The Chief Risk Officer consolidates progress reports for the Steering Committee, which reports onward to the Risk Management Committee and Board.

Governance Stack

01Board of Directors
02Risk Management Committee
03Steering Committee (CEO, CFO, Senior Management)
04Chief Risk Officer / Chief Information Security Officer
05Risk Owners & Mitigation Plan Owners

Internal Audit & Assurance

Independent, risk-based coverage

Risk-based internal audit with functional reporting to the Audit Committee (Independent Directors) and administrative reporting to the CFO.
Annual internal audit plan approved at the beginning of each financial year with periodic updates.
Covers internal controls, statutory compliance, and timely closure of observations by management.
Advanced data analytics deployed to deepen audit coverage and insight.
No adverse audit qualifications reported for FY'25.

Information Security & Data Privacy

Security is wired into governance and technology oversight.

The Digital and Technology Committee partners with executive leadership to embed security and privacy into core operations, systems, and culture.

Group-wide Policy

Information Security & Data Privacy Policy applies across brands, subsidiaries, corporate and regional offices, restaurants, and commissaries.

CISO Oversight

Dedicated CISO reports to the CIO with an escalation matrix covering incident classification, response, and board committee updates.

Global Frameworks

Governance aligned to ISO 27001 and the NIST Cybersecurity Framework to benchmark controls and maturity.

Continuous Testing

Independent third-party vulnerability assessments and simulated attack exercises undertaken routinely.

No Reported Breaches

Reported security breaches in FY'25: 0. Incident learnings inform controls and awareness programmes.

Governance Documents & Disclosures

Download Board charters, policies, committee terms of reference, and statutory disclosures for investors, regulators, and stakeholders.

Board Charter Committee Charters Code of Conduct Whistle Blower Policy ESG / CSR Policy Dividend Distribution Policy Risk Management Policy Information Security Policy

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