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Directors Report of Britannia Industries Ltd.

Mar 31, 2023

Your Board of Directors are pleased to present their Report on the Companyâs business operations along with the Audited Financial Statements for the year ended 31 March 2023.

I. FINANCIAL PERFORMANCE a. Standalone Financial Results

('' in Crores)
Particulars	Year ended	Year ended	% Growth
	31 March	31 March
	2023	2022
Revenue from	15,618.42	13,371.62	16.8
Operations Profit After Tax	2,139.30	1,603.19	33.4
Dividend	1,734.25	1,360.91*	27.4
*excluding special payout of '' 999.60 Crores.
b. Consolidated Financial Results
		('' in Crores)
Particulars	Year ended	Year ended	% Growth
	31 March	31 March
	2023	2022
Revenue from	16,300.55	14,136.26	15.3
Operations Profit After Tax (ownerâs share)	2,321.77	1,524.82	52.3

Standalone and Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with the Rules made thereunder and the Indian Accounting Standards (Ind AS) along with the Auditorâs Report, forms part of the Annual Report.

c. Overview of Company Performance

Your Company achieved consolidated revenue growth of 15.3% and profit growth of 52.3% for the financial year 2022-23. This was made possible by robust cost efficiency programs, brand promotions, distribution and manufacturing efficiencies and prudent price increases. During the year, your Company also made considerable progress towards its goal of becoming a âGlobal Total Foods Companyâ and:

â¢ Entered into a Joint Venture with Bel SA, renowned French cheese maker, to offer world-class cheese products and to develop the Cheese business, one of the fastest growing categories in India.

â¢ Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra.

â¢ Commissioned two large greenfield factories in Tirunelveli, Tamil Nadu and Barabanki, Uttar Pradesh.

â¢ Expanded its in-house manufacturing capabilities with addition of Biscuit and Rusk lines in Khurda and Ranjangaon Factories.

â¢ Increased its global presence through local manufacturing operations in Kenya.

â¢ Launched new-to-market innovations.

â¢ Strengthened its presence in dairy and adjacent categories with new products and formats.

d. Subsidiaries, Associates and Joint Ventures

Joint Venture: Your Company entered into a Joint Venture Agreement (âJVAâ) with Bel SA, France (âBelâ) and Britannia Dairy Private Limited (âBDPL) on 29 November 2022 to undertake the development, manufacturing, marketing, distribution, trading and selling etc., of cheese products in India and certain other countries.

In terms of the JVA, your Company sold 49% of its equity stake in its wholly owned subsidiary, BDPL to Bel and consequently, BDPL became a Joint Venture Company of Britannia Industries Limited and Bel SA in India under the name of âBritannia Bel Foods Private Limitedâ.

Acquisition: During the year under review, Kenafric Biscuits Limited, Kenya and Catalyst Britania Brands Limited, Mauritius, became step down subsidiaries of your Company.

Financial Performance: Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of The Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of each of the Subsidiary, Associate and Joint Venture Companies included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of the Annual Report.

Further, pursuant to Section 136 of the Companies Act, 2013, the financial statements of the subsidiaries are available on the website of the Company at https://britannia.co.in/investors/financial-performance/subsidiaries-accounts.

e. Dividend

Pursuant to the Dividend Distribution Policy of the Company, your Board of Directors at their Meeting held on 4 April 2023 declared an Interim Dividend @ 7200% i.e., '' 72/- per Equity Share of face value of '' 1/- each.

The total dividend payout for the financial year 2022-23 amounts to '' 1,734.25 Crores. The Board has not recommended a final dividend for the financial year 2022-23.

f. Transfer to Reserves

Your Company does not propose to transfer any amount to the reserves for the financial year 2022-23.

g. Share Capital

During the year under review, there is no change in the paid-up equity share capital of the Company.

h. Secured Non-Convertible Redeemable Fully Paid-Up Debentures

During the year under review, your Company redeemed 24,03,18,294, 3-years Secured, Non-Convertible, Redeemable, Fully Paid-Up Debentures of face value of '' 30/- each, bearing interest at 8% p.a. on 26 August 2022 and paid redemption amount to all Debenture Holders of the Company holding debentures on the record date.

i. Management Discussion and Analysis

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as âSEBI Listing Regulations, 2015â), the Management Discussion and Analysis Report for the financial year ended 31 March 2023, forms part of the Annual Report.

j. Material changes and commitments affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report. There has been no change in the nature of the Companyâs business.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise

The evolution of the Britannia Promise from delivering âExciting Goodnessâ to providing Goodness which is

exciting, sustainable and holistic reflects significant changes in the Company and its products over the course of a glorious century of existence.

The goal of ensuring growth that is sustainable, equitable and beneficial to all the stakeholders and society motivates your Companyâs actions and finds full expression in its innovative, healthy and tasty products. The knowledge that your Company is mindful of the environment and the community while crafting delightful products enhances the fulfilment that consumers derive from its world-class products.

b. Supply Chain Operations

Your Companyâs robust and efficient supply chain management ensured availability of products across various geographies throughout the year. This was accomplished without compromising on quality of the products and employee safety.

During the year under review, your Company successfully:

â¢ Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra;

â¢ Commissioned greenfield factories in Tirunelveli, Tamil Nadu and Barabanki, Uttar Pradesh;

â¢ Expanded Khurda and Ranjangaon factories with biscuit and rusk lines.

Your Company participated in National Kaizen Competitions organized by Confederation of Indian Industry and received Gold award for its Kolkata factory and Platinum award for its Rudrapur (Uttarakhand) factory.

c. Environment, Health and Safety (âEHSâ)

Health and Safety of the employees are of the highest priority for your Company and it is committed to providing a safe working environment and prevent accidents at the workplace.

EHS Policy of your Company encourages âZero Accident Cultureâ and extends to all employees.

Your Company has been acknowledged for upholding the highest levels of Occupational Health and Safety Standards. During the year, your Company received the âGolden Peacock Awardâ in the FMCG category for its Guwahati factory, CII EHS Excellence Award for its factories in Guwahati, Kolkata, Hajipur, Perundurai, Bidadi, Mundra and OHSSAI Foundationâs Gold Award

for the Britchip Manufacturing Unit in Ranjangaon, Maharashtra.

A water stewardship programme is in place at your Company to conserve and recharge ground water (rainwater harvesting system) with the goal of achieving water neutrality. As a result, your Company reduced its specific water consumption at 0.83 litres/ kg of product which is a 34% reduction from base line of 2019-20.

d. Quality Programs

Your Company has been constantly focusing on improving the quality of its products and ensuring highest standards of food safety to deliver best-in-class products to its consumers. Towards this end, your Company has a well-defined system to ensure compliance with regulatory requirements and ensures a clear assessment of quality and safety aspects at each stage of the product life cycle. The culture of continuous improvement is fostered across the organization through various capability building initiatives designed to enhance the effectiveness of people, processes and systems.

Value Chain Partners: The Value Chain Partners of your Company are required to uphold the highest levels of product quality, food safety and regulatory compliance. Ingredients and packaging materials are procured from approved partners who have successfully cleared the stringent qualification process of the Company.

Manufacturing: All existing manufacturing units of your Company are FSSC/ISO-22000, âHazard Analysis Critical Control Pointsâ (HACCP) certified and continue to operate in compliance with stringent food safety and quality standards.

You will be pleased to know that your Company received the American Institute of Baking (AIB) recognition for 31 manufacturing facilities as a result of its consistent efforts to comply with Global Food Safety Standards.

Consumer Care Management: Your Companyâs âConsumer Care Cellâ has received a new ISO 10002:2018 certification and is in compliance with the âGlobal Standards on Quality Management for Complaints Handling in Organizations.â

e. Research and Development (R&D)

Your Company leveraged its R&D capabilities to launch 24 innovative products during the year. In

its endeavour to expand the health and wellness portfolio, your Company launched Nutrichoice Seeds, Herbs & Protein Cookies and also transformed Nutrichoice Essentials and Digestive with 100% Atta.

Your Company has been focusing on optimizing and reducing the sugar content in the product portfolio and reduced ~1.8% of sugar/serving and ~7.8% of sodium/serving over the last few years.

Your Company is committed to its sustainability goals and as a result, ~72% of the laminate used in the product portfolio is now recyclable and has received certification from the Premier Polymer Institute.

You will be pleased to note that your Company has been working with a UK-based institute on biodegradable packaging and a pilot project will commence shortly

Your Company has enhanced investments in its R&D capabilities to remove plastic tray from its product portfolio. As a result, many of the products viz., Treat Cream Biscuits, MilkBikis Milk Cream Biscuits, Treat Jim Jam, Nutrichoice Oats & Nice Time, which earlier contained plastic tray in the packaging are now âTray Freeâ, thereby contributing significantly to the reduction of plastic and the betterment of the environment.

Your Company continued to be âPlastic Neutralâ and with the help of its partners, collected and disposed ~43,000 tonnes of plastic during the year.

To provide better experience to consumers, your Company invested in Aseptic PET drinks technology at its Ranjangaon Food Park, Maharashtra and moved its Winkinâ Cow Thick Shakes from Tetra Pack to Aseptic PET bottle format.

f. Environment, Social and Corporate Governance Reporting

Your Companyâs ambitions are driven by the belief of giving back to the environment and society while progressing towards the goal of becoming a âGlobal Total Foods Companyâ. The sustainability reporting journey which started in 2021, showcases your Companyâs approach for achieving best ESG practices. The four key pillars of the sustainability strategy viz., resources, people, growth & governance are embedded into your Companyâs business activities and validates the idea of âResponsible Goodnessâ. During the year, your Company made significant progress in all the identified areas of the sustainability strategy.

Resources:

Being conscious of the use of natural resources and the impacts due to combustion of conventional fuels, your Company has given priority to implementation of decarbonizing measures across all business operations. Efforts are being taken for improving performance of the identified levers such as sourcing of renewable power, usage of low emitting fuels & application of biomass as an alternative fuel.

During FY 2022-23, your Company achieved ~34% share of renewable energy sourced from wind and solar power in the total electricity consumption, which is increased by ~4% as compared to the previous year. Your Company also reduced GHG emissions intensity (scope 1 scope2) by ~0.518% as compared to FY 2021-22.

Yearwise GHG Emission Intensity (kgCO₂e/t o f finished product)

During FY 2022-23, your Company reported corporate value chain (scope 3) emissions for the five categories. The scope 3 GHG emissions intensity accounted as 12.1031 tCO₂e/ton of the finished product.

Your Company contributed significantly to fulfill its responsibility towards water stewardship during past few years. Your Company established a firm mechanism to monitor process wise water consumption, leakproof supply system, recycling & reuse possibilities in order to ensure efficient use of freshwater withdrawn. The water consumption intensity for FY 2022-23 is 0.83 litre/kg of product which is reduced by ~34% from the base year (2019-20) intensity of 1.25litre/kg.

Sustainable packaging is critical being a food product company Through the Extended Producer Responsibility (EPR) programs in FY 2022-23, your Company has achieved plastic neutrality for the consecutive second year, proving to its ethos of delivering âResponsible Goodnessâ to the consumers. Your Company is compliant to the Extended Producer Responsibility (EPR) towards consumed plastic packaging materials.

This year, your Company undertook an ESG assessment for its 74 critical suppliers who contributed to 50.51% of the total volume sourced by the Company This assessment focused on six parameters to quantify the ESG performance of the suppliers.

People:

Community nutrition is the apex program under Social Responsibility lever of sustainability strategy. Britannia Nutrition Foundation has been contributing to eliminate malnutrition among children and addressing the issues causing nutritional deficiency and imbalance since birth of the child. The Malnutrition Reduction Program has impacted 2,01,856 lives positively which include children, adolescents, pregnant women & lactating mothers.

The Dairy Farmer Extension Program is another initiative by your Company which works for the economic empowerment of farmers with technology enabled and sustainable dairy farming solutions. The program aims to improve economic status of farmers through increased cattle productivity and earnings. During this financial year, 2,987 farmers have been benefitted by this program.

Your Company continues to put efforts to contribute to well-being of employees. Permanent female employees increased from 10.57% during the financial year 2021-22 to 11.51% during the financial year 2022-23.

Growth:

Disruptive innovation strategy has been keeping your Company at a leading position since its inception. During the year, the exceptional Research and Development efforts have ensured to maintain the customer centricity and market presence in spite of the volatile business environment. Healthy Product Portfolio is one of the growth programs and your Company is committed to reducing sugar and sodium content in its products. Your Company has also focused on enhancing nutritional ingredients amid growing consumer consciousness towards health.

Governance:

To implement sustainability development agenda, a strong governance system is required at an organisation level. Being cognizant of this fact, your Company has established firm mechanisms which comprises of policies and code of conduct for facilitating internal as well as external stakeholders to contribute to your Companyâs growth. Six broad level programs have

utilized connected packaging and engaged consumers with an exciting gaming experience as well. The #BourbonFootballFriends was a fun mix of âphygitalâ experiences ranging from playing an AR football game to competing in an e-sports competition or winning a gaming console and actually enjoying a football match together in Qatar. Britannia Bourbon aims to create moments of joy and brings best friends together and who better to propagate that, than buddies like Hardik Pandya and Shreyas Iyer.

The much-loved choco-filled cookie brand Pure Magic Chocolush launched its latest communication âLive This Momentâ. It showcased Pure Magic Chocolush in its all-new avatar wherein an enlightened man was teaching his followers to experience the gooey choco filling and the crunch of Pure Magic Chocolush. The TVC brought alive the true characteristics of the cookie-loaded with 38% choco inside. The brand introduced the product with a new-age premium packaging and the launch has been well received by consumers and media alike.

Your Companyâs Winkinâ Cow brand unveiled a new television campaign with the tagline âAn adventure for your sensesâ highlighting the multisensory experience offered by the range.

Market leadership through multiple innovations:

Keeping in mind, the consumersâ need for exciting new products, your Company brought a total of 24 innovations during the year.

After years of offering unique and highly differentiated go-to snacks to all generations, your Company entered into a new category of crackers by launching the BisCafe cracker through an effective digital-led campaign. While the Millennials are the go-getter generation of the present times, the product was launched as a perfect coffee companion.

Your Company has always been ahead of time when it comes to curating the best snacking palate for the generations. In the quest of finding a snack to partner with coffee and with the aid of social media listening, the brand comprehended that coffee lacked a suitable pairing. To address the gap, BisCafe, a one-of-its-kind coffee flavoured cracker has been introduced to elevate the coffee drinking experience.

Your Company also forayed into the western snacking space with the launch of all new Treat Croissant.

been identified for fulfilling governance needs in the development agenda. These programs consists of:

i) Product safety & quality

ii) Business ethics & culture

iii) Leadership development

iv) Ethical labelling, marketing & influence

v) Strategy & disclosure

vi) Data security & privacy

g. Brands

The financial year 2022-23 saw a slow yet steady recovery from the Covid-19 pandemic and your Company successfully led another year of change in the business environment and consumer behaviour. Your Company was able to sustain and grow profitably by harnessing the power of its brands and deploying a host of marketing strategies and interventions that helped it tide over turbulent times and ensured continued market leadership.

Your Company brought alive a great mix of campaigns for its consumers across platforms in different formats. It leveraged technological changes to deliver cutting-edge and effective consumer experiences. Be it the #ItsAGoodDay campaign that took inspiration from new media and applied it to traditional media or Britannia Bourbon Football Friends, which harnessed the power of Augmented Reality (âARâ). The Britannia NutriChoice Diabetic Friendly Essentials campaign used Al-driven technology to create highly personalized videos to deliver nutrition advice.

Further, your Companyâs differentiated premium brand Biscafe, which was launched last year as a digital-first brand, born out of keen social listening and launched solely on social media and digital platforms, has been well received.

Leveraging and riding the health wave amid growing consumer consciousness:

India ranks second after China, with 77 million people suffering from diabetes. It is one of the largest global health emergencies of this century, ranking among the 10 leading causes of mortality. In India, one of the primary reasons for the steady rise in cases of diabetes is the increasingly unhealthy lifestyle and dietary choices.

For a problem that affects so many, there is not one solution that fits all. On World Diabetes Day,

NutriChoice, our diabetic friendly essentials range, launched a first-of-its-kind service that democratizes access to nutrition for people with diabetes. The initiative used the expertise of Nutrition and Health coach, Ryan Fernando to deliver diet plans customized to age and dietary preferences. Knowing that the journey to good health requires consistency and commitment, the initiative used AI-powered technology to deliver a personalized video to check on them a week after the diet plan has been shared, to keep the consumers motivated and on track.

Fortifying core brands with advertising campaigns:

Your Companyâs flagship brand Good Day, launched a series of TVCs during the year. The brand is synonymous with spreading smiles & sharing happiness and it stayed true to its ethos by introducing a fun & relatable series of five short TVCs. Essentially, these films celebrated the âdaily happyâ moments that make it a âGood Dayâ for consumers across generations. The objective was to inspire people to truly celebrate the seemingly small, everyday moments of joy without waiting for the big and momentous occasions. The films beautifully captured that âhappinessâ does not only come from elaborate celebrations or grand gestures, but it is often hidden in the smallest of moments around us, everyday. The brand built this powerful insight while borrowing from the mega trend of short snackable content being all pervasive in our lives. The brand took this social media trend to mainstream media with 5 short films of 15 seconds each which showcased stories of such everyday moments of joy being identified and celebrated, making each day a âGood Dayâ.

Britannia Bourbon brought in a cool, new gang of friends - Indian cricketers Yash Dhull, Harnoor Singh and Raj Bawa in its latest communication. The campaign was centered around Britannia Bourbon being the catalyst of fun between real friends and reflected the craving for the original chocolatey snack. These teenage icons had been roped in to be a part of Bourbonâs latest communication featuring the close-knit trio, known to be one anotherâs confidant on and off the pitch enacting a situation that can be witnessed in all friendly rendezvous.

With its fun-filled #BourbonFriendsForever (BFF) campaigns, Britannia Bourbon has been an essential part of Indiaâs youth and their stories of friendship. The brand believes in offering its consumers a leading digital experience and this campaign smartly

The brand has made Croissant - a popular European snack accessible to the Indian consumers. The communication theme for the new product emphasized on the elevated snacking experience that the product delivers. The campaign also featured celebrity choreographer, actor and director - Prabhu Deva, known for his slick dance moves and warm personality.

Your Companyâs Winkinâ Cow brand recently released a new TVC for its Thick Shakes products. The TVC emphasizes the rangeâs multisensory adventure, describing it as a âparty in a bottleâ for your senses. Taking the essence of the previous TVCs fun party with the cows, this film targets the party-loving Gen-Z audience and thus includes a groovy dance routine to appeal to them. In addition, the commercial highlights Thick Shakesâ new PET bottle avatar as well as its mascot, who embodies the brandâs fun and adventurous spirit.

Pursuant to the Joint Venture between your Company and Bel SA, the renowned French cheese maker and major player in healthy snacking, a world-class range of nutritious, delicious and accessible cheese products would be offered to the Indian consumers. The cheese products would be produced in the JVâs new, state-of-the-art-facility at Ranjangaon, Maharashtra. The facility is backward-integrated to collect milk from local farmers in the region. The products are co-branded using the trademarks âBritanniaâ and âThe Laughing Cowâ and will be introduced in innovative formats, to ride on the fast-growing cheese category in the country.

h. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014 are provided as âAnnexure Aâ to this Report.

III. DIRECTORS

a. Appointment of Director

The Board of Directors at their Meeting held on 23 September 2022, based on the recommendation of Nomination and Remuneration Committee,

appointed Mr. Rajneet Singh Kohli (DIN: 09743554) as an Additional and Whole-Time Director, designated as Executive Director and Chief Executive Officer of the Company for a period of 5 (five) years w.e.f 26 September 2022 upto 25 September 2027, subject to approval of the Members. Subsequently, the Members through Postal Ballot on 11 November 2022, approved the appointment of Mr. Rajneet Singh Kohli as Whole Time Director, designated as Executive Director and Chief Executive Officer of the Company for a period of 5 (five) years w.e.f 26 September 2022 upto 25 September 2027.

b. Re-Appointment of Directors

Mr. Varun Berry (DIN: 05208062) was appointed as the Managing Director for a period of 5 (five) years w.e.f 1 April 2014 to 31 March 2019 and thereafter re-appointed for another period of 5 (five) years from 1 April 2019 to 31 March 2024. Further, he was designated as Executive Vice-Chairman and Managing Director w.e.f 23 September 2022.

The Board of Directors at their Meeting held on 5 May 2023, based on the recommendation of Nomination and Remuneration Committee, approved the re-appointment of Mr. Varun Berry as Executive Vice-Chairman and Managing Director for another period of 5 (five) years w.e.f 1 April 2024 to 31 March 2029, subject to the approval of the Members at the ensuing Annual General Meeting (âAGMâ) of the Company.

Ms. Tanya Dubash (DIN: 00026028) was

appointed as an Independent Director for a period of 5 (five) consecutive years w.e.f 7 February 2019 upto 6 February 2024. Ms. Tanya Dubash will be completing her first term as an Independent Director on 6 February 2024. The Board of Directors at their Meeting held on 5 May 2023, based on the Performance Evaluation and recommendation of Nomination and Remuneration Committee, approved the re-appointment of

Ms. Tanya Dubash as an Independent Director for a second term of 5 (five) years w.e.f 7 February 2024 upto 6 February 2029, subject to the approval of the Members at the ensuing AGM of the Company.

c. Director Retiring by Rotation

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company,

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the Internal, Statutory and Secretarial Auditors and External Consultant(s) as well as the reviews conducted by the Management and the relevant Board Committees including the Audit Committee, the Board believes that the Companyâs internal financial controls were adequate and operationally effective during the financial year 2022-23.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Companies Act, 2013 read with The Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to the Act, your Company has undertaken CSR activities in the areas of promoting health care including preventive health care, village development, nutrition awareness, malnutrition reduction, water and sanitization.

The details of CSR committee, policy and projects undertaken during the year, are given in the Annual Report on CSR activities, as âAnnexure Bâ to this Report.

V. EMPLOYEES

a. Particulars of Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as âAnnexure Câ to this Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and the financial statements are being sent to the Members and others entitled thereto after excluding the disclosure on particulars of employees as required under Section

Mr. Nusli N. Wadia (DIN:00015731), Chairman and Non-Executive Director is liable to retire by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

The Nomination and Remuneration Committee and the Board of Directors at their Meetings held on 5 May 2023, recommended the re-appointment of Mr. Nusli N. Wadia for approval of the Members at the ensuing AGM of the Company.

The Board is of the opinion that Mr. Varun Berry, Mr. Nusli N. Wadia and Ms. Tanya Dubash possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Brief Profile and other information of Mr. Varun Berry, Mr. Nusli N. Wadia and Ms. Tanya Dubash as required under Regulation 36(3) of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 104^th AGM of the Company. The above proposals for re-appointment forms part of the Notice of the 104^th AGM and the relevant Resolutions are recommended for approval of the Members of the Company.

d. Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) and (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2023 and of the profit of the Company for that period;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts are prepared on a going concern basis;

197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours (9:30 A.M. to 5:30 P.M.) on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to the Company at [email protected].

b. Britannia Industries Limited Phantom Option Scheme 2021

Your Company has adopted âBritannia Industries Limited Phantom Option Scheme 2021â (âBIL POS 2021â) to incentivize employees and share the fruits of growth and prosperity of the Company with them as provided in the Scheme.

c. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) read with the Rules made thereunder, your Company has adopted an AntiSexual Harassment Policy and constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of employees at workplace.

During the year under review, 1 complaint was received by the Company under Anti-Sexual Harassment Policy and the same has been resolved.

VI. GOVERNANCE

a. Corporate Governance

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report along with the Statutory Auditors Certificate on compliance with the provisions of corporate governance prescribed under SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated

10 May 2021, Business Responsibility and Sustainability Report (âBRSRâ) for the financial year 2022-23, prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI, forms part of the Annual Report.

c. Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with the Rules made thereunder, the draft Annual Return prepared as per Section 92(3) of the Companies Act, 2013 in Form MGT-7 has been placed on the website of the Company at https://britannia. co.in/investors/financial-performance/annual-report.

d. Whistle Blower Policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted Whistle Blower Policy. The details of the same are provided in Clause No. 8(c) of the Corporate Governance Report.

e. Board Evaluation

During the year, Performance Evaluation of Directors, Committees and the Board as a whole was carried out and the details are given in Clause No. 3(b) of the Corporate Governance Report.

f. Remuneration Policy

Pursuant to Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, 2015, the details of the Companyâs Remuneration Policy for Directors, Key Managerial Personnel and other employees are given in Clause No. 3(b) of the Corporate Governance Report. The Policy is disclosed on the website of the Company at https:// www.britannia.co.in/BIL Remuneration Policy for Directors Key Managerial Personnel and other employees.pdf.

g. Risk Management

Your Company has a well-defined risk management policy and a robust organizational structure for managing and reporting risks. Risk management process has been established across your Company and is designed to identify, assess and frame a response to the threats that affect the achievement of its objectives.

Your Companyâs Board of Directors has constituted a Risk Management Committee to monitor and review

risk management process. The details of the Risk Management Committee are given in Clause No. 3(g) of the Corporate Governance Report.

h. Declaration by Independent Directors

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Further, the Companyâs Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Companies Act, 2013.

i. Meetings of the Board of Directors and its Committees

The details of Board and its Committees, including number of Meetings are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year under review, your Company did not enter into any contracts / arrangements / transactions with related parties requiring approval under Section 188(1) of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014. All the related party transactions were in the ordinary course of business and at armâs length basis and there were no material related party transactions during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Companies Act, 2013 is not applicable to the Company

In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

k. Public Deposits

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, 2015, are provided in Note No. 38, 39 and 40 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year under review impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year under review, your Company has complied with the Secretarial Standard on Meeting of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

VII. AUDITORS

a. Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013 read with Rule 3 of The Companies (Audit and Auditors) Rules, 2014, the Members of the Company at the 101^st AGM held on 7 July 2020, appointed M/s. Walker Chandiok & Co, LLP, Chartered Accountants (Firm Registration No. 001076N/ N500013) as Statutory Auditors of the Company for a period of 5 (five) years to hold office from the conclusion of 101^st AGM till the conclusion of 106^thAGM of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditorsâ Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company for the financial year 2022-23.

b. Cost Auditors

Pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 & 5 of The Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records from the financial year 2023-24.

Further, pursuant to Section 148(2) of the Companies Act, 2013 read with Rule 4 of The Companies (Cost Records and Audit) Rules, 2014, the Cost records of your Company are required to be audited by a qualified Cost Accountant. Accordingly, the Board of Directors at their Meeting held on 5 May 2023, based on the recommendation of the Audit Committee, have appointed M/s. GNV & Associates (Firm Registration No. FRN 000150) as Cost Auditors of the Company, to carry out the Cost Audit of the Milk Powder manufactured by the Company falling under Customs Tariff Act Heading No. 0402 of the Non-Regulated Sectors, for the financial year ending 31 March 2024.

The Cost Auditors have confirmed that they are not disqualified to be appointed as the Cost Auditors.

Pursuant to Section 148(3) of the Companies Act, 2013 read with Rule 14 of The Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their meeting held on 5 May 2023, based on the recommendation of Audit Committee, approved the remuneration of Cost Auditors. The resolution for ratification of remuneration of the Cost Auditors is proposed for approval of the Members at the ensuing AGM of the Company.

c. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of The Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. BDO India, LLP as Internal Auditors of the Company for the financial year 2022-23.

d. Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the financial year 2022-23 issued by the M/s. Parikh & Associates does not contain any adverse remark, qualification or reservation. The Secretarial Audit Report for the financial year 2022-23 is given as âAnnexure Dâ to this Report.

e. Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013 read with Rule 13 of The Companies (Audit and Auditors) Rules, 2014.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls concerning the Financial Statements are given in Clause (I) of the Management Discussion and Analysis Report which forms part of the Annual Report.

IX. ACKNOWLEDGEMENTS

Your Directors would like to thank all the stakeholders viz., Consumers, Shareholders, Dealers, Suppliers, Business Partners, Bankers, Employees and all other Business Associates for the continuous support given by them to the Company and its Management.

On behalf of the Board Nusli N. Wadia

Place: Bengaluru Chairman

Date: 5 May 2023 (DIN: 00015731)

Mar 31, 2022

Your Directors are pleased to present their Report and the Audited Financial Statements for the year ended 31 March 2022.

I. FINANCIAL PERFORMANCE a. Standalone Financial Results

'' in Crores
Particulars	Year ended	Year ended
	31 March 2022	31 March 2021
Revenue from Operations	13,371.62	12,378.83
Profit Before Tax	2,145.12	2,379.44
Profit After Tax	1,603.19	1,760.03
Interim Dividend	-	3,491.41
Bonus Debentures	999.60	-
(including cash component) Proposed Dividend	1,360.91

b. Consolidated Financial Results

			'' in Crores
Particulars	Year ended 31 March 2022	Year ended 31 March 2021	% Growth
Revenue from Operations	14,136.26	13,136.14	7.61%
Profit After Tax (ownerâs share)	1,524.82	1,863.90	(18.19%)

Standalone and Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditorâs Report, form part of the Annual Report.

Overview of Company Performance

The year began with the second wave of the Covid-19 pandemic which affected economic activities. Supply side imbalances, especially in crude and edible oils, resulted in unprecedented inflation. This had the effect of increasing input and transportation costs and lowering consumer demand.

Economic recovery was further impacted by the third wave of the Covid-19 pandemic and the Russian Invasion of Ukraine in the latter half of the year. Geopolitical turbulence arising from the war in Ukraine and restraints on trade have resulted in economic volatility. This has rendered companies and economies more vulnerable to commodity price disruptions.

The inflationary pressures resulted in reduced consumer demand, especially in rural markets, as well as an increased preference for products at lower price points.

Your Company is weathering these unprecedented challenges by focusing on the strategic pillars of cost efficiency programs, innovation, brand building and distribution in order to sustain growth and profitability. Judicious price increases were also actioned to mitigate the effects of rising commodity prices.

d. IT Revolution

The transformational digital projects viz., S4 HANA, Arteria and Ariba were fully stabilized during the year to support the entire business. This has helped your Company to achieve efficiencies across the supply chain system, thereby enabling growth.

e. Subsidiaries and Associates

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of the Annual Report.

The financial statements of the subsidiaries which are audited are available on the website of the Company www.britannia.co.in.

f. Dividend

Pursuant to the Dividend Distribution Policy of the Company, your Directors are pleased to recommend final dividend of 5650% i.e. '' 56.50 per equity share of face value of '' 1 each for financial year 2021-22 for consideration and approval of the Members at the ensuing Annual General Meeting of the Company. The total dividend payout amounts to '' 1,360.91 Crores.

g. Reserves

Your Company does not propose to transfer any amount to the reserves for financial year 2021-22.

h. Share Capital

During the year under review, there is no change in the paid-up share capital of the Company.

i. Material changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this

report. There has been no change in the nature of business of the Company.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to deliver âExciting Goodnessâ

Your Companyâs commitment to deliver âExciting and Responsible Goodnessâ led to a reimagining of the Britannia Promise with Sustainability at its core. Our goal is to maximize growth which is healthy, holistic and sustainable for the Company, its consumers, communities and the environment. Consumers can be assured of excitement in each Britannia Product and experience the delight of contributing towards the betterment of the planet.

b. Supply Chain Operations

Your Company ensured uninterrupted supply of food products to consumers throughout the year, inspite of multiple waves of the Covid-19 pandemic. Your Companyâs business continuity plan and robust supply chain management processes enabled continuous availability of material, manpower and manufacturing capacity to supply products from all the factories. This was done without compromising on quality of products and safety of employees across the value chain.

Your Company was awarded the Covid-19 - Hero of the Year - Logistics in FMCG by Alden Global Value Advisors Pvt. Ltd, for exemplary performance during Covid times. Your Company was chosen from a list of 450 companies by a jury including Council of Supply Chain Professionals, USA and Singapore Institute of Materials & Management.

During the year under review, your Company successfully commissioned 2 Wafer lines at its Perundurai Factory.

c. Environment, Health and Safety

With an objective to achieve âZero Accident Goalâ, your Company continues to implement various safety initiatives and programs across its units. Your Company has achieved the target of 10% reduction in Total Recordable Accident Frequency Rate (TRAFR) over the previous year in the manufacturing units through site-based initiatives such as critical behaviours awareness program, self-assessments and upkeep of machines and infrastructure.

Your Company manages Occupational Health and Safety by systematically assessing the hazards and mitigating risks through various engineering controls, safety programs and training for employees. All sites have been certified with ISO: 45001 Occupational Health and Safety Management Systems.

Some of the units have won prestigious awards in the Environment Health and Safety domain. While Bidadi unit won âGolden Peacock Occupational Health and Safety Awardâ, JB Mangharam unit won âFICCI award for Health & Safetyâ and Perundurai, Sunrise Biscuit Company Private Limited and International Bakery Products Limited-2 units won âCII EHS Excellenceâ award.

Your Company continues to enhance its safety policies and ensured Covid-19 awareness programs, health screening, social distancing, workplace disinfection, sanitization of vehicles, medical insurance for workers and employees and constant monitoring of Covid-19 affected employees and their primary contacts.

Water stewardship is emphasized strongly at your Company and various programs have been implemented at multiple locations to reduce water consumption, reuse/recycle water and recharge ground water in order to achieve water neutrality As a result of these programs, your Company has achieved the specific water consumption of 0.82 litres/kg of product which is 16% lower than previous year and an overall of 35% reduction from baseline target of 2019.

d. Quality Programs

Your Company has been relentlessly focusing on product quality and safety for more than 100 years to deliver best-in-class products to its consumers. Your Company has a well-defined system to ensure compliance with regulatory requirements and ensures a clear assessment of quality and safety aspects at each stage of the product life cycle.

Your Company participates in several industry led thought leadership programs and represents on various regulatory forums to promote consumerâs health and safety.

Value Chain Partners: Your Companyâs value chain partners are mandated to undertake certifications related to product quality compliance, ingredient safety as well as responsible and ethical sourcing. Ingredients are procured only from those partners who have successfully completed the mandatory certifications and screening metrics.

Raw Materials: Your Company has a robust quality inspection system in place to ensure that best quality raw materials and packaging essentials are procured at its factories.

Suppliers: Your Company performs exhaustive suppliersâ quality audits and maintains strict control to ensure reliability and traceability. Your Company has also implemented Vendor Quality Assurance Program (VQAP) across the supply chain to integrate, monitor and control quality at all stages. Your Company reviews key supplier scorecards quarterly and drives quality improvements that provide lasting value to suppliers.

Manufacturing: All existing manufacturing units of your Company are ISO -22000, âHazard Analysis Critical Control Pointsâ (HACCP) certified and operate in compliance with stringent food safety and quality standards.

Your Company resumed the audits conducted by American Institute of Baking (AIB) in January 2022 and received certification for 14 of its manufacturing units for compliance to Global Food Safety Standards.

Consumer Care Management: Your Companyâs âConsumer Care Cellâ continues to be compliant to the âGlobal Standards on Quality Management for complaints handling in organizationsâ.

. Research and Development (R&D)

Your Company has a state-of-the-art R&D centre and expertise which enables the development of innovative, high quality and consumer centric products. Your Company launched Potazos and Golmaal under â50-50â brand, Britannia Biscafe, Marble Cake, Good Day Harmony, Milk Bikis Atta, Milk Bikis Classic, Jeera Marie Gold (Ammaâs Kitchen), Wafer Rolls Stix, Coconut Wafer and mixed fruit Croissant under âTreatâ brand and Flavored Milk with 2 variants - âKesarâ and âBadamâ under the âWinkin Cowâ brand.

Your Companyâs R&D team is consistently working to enhance positives and reduce negatives in its products. Your Company has successfully developed âMilk Bikis Attaâ with 100% Atta and 13% reduced sugar and also removed 5% sugar content in Good Day Cashew Almond for making portfolio healthier without affecting consumersâ experience.

In addition, you will be delighted to learn that R&D has successfully built capabilities to use nutraceuticals for developing functional food products for preventive

healthcare category. R&D has further strengthened its capabilities in inclusion of alternate cereals, whole grains and millets in the product portfolio, while continuing to deliver on taste and excitement.

Your Company continued its efforts to âMake a Differenceâ to the community, by investing significantly in R&D to address key nutritional deficiencies. In order to address Iron Deficiency Anaemia (IDA), your Companyâs R&D team developed a tasty and affordable Iron & Folic Acid fortified biscuit delivering 50-75% Recommended Dietary Allowance (RDA) of these nutrients to the adolescent girls and women.

You will be happy to know âSuphoshanâ nutrition intervention program undertaken by the Britannia Nutrition Foundation, Narayana Health Charitable Trust and National Health Mission in adolescent school-going children with iron and folic acid fortified biscuits developed by R&D team led to significant increase in the haemoglobin levels in adolescents.

Building on the success of the âSuphoshanâ program, your Company has replicated the nutrition intervention programs in manufacturing locations at Assam, Karnataka, Madhya Pradesh, Gujarat, Maharashtra, Uttarakhand and Tamil Nadu and the participation is encouraging. These community nutrition programs have successfully improved the overall quality of life of women in and around the manufacturing locations.

Your Company is continuously working on its goal to use 100% recyclable laminate packaging in its portfolio by the end of 2024. You would be delighted to know that your Company has successfully developed fully recyclable polypropylene based laminate and currently 60% of the laminate consumed is recyclable. The new laminate composition is certified by premier polymer research institute as 100% recyclable. In addition, your Company is also working towards making bread packaging materials 100% biodegradable by 2024.

Your Company has developed options to use special enhancers, fillers and recycled polymer, thereby reducing usage of virgin plastic by around 35% in secondary packaging bags. Research and Development efforts have helped your Company to reduce 17.5% of plastic tray usage during the year.

Your Company redesigned corrugated boxes without altering capacities and reduced the paper usage across its portfolio. This design change resulted in reducing usage of Kraft paper by ~ 7%.

Your Company has committed to retrieve plastics through Extended Producersâ Responsibility (EPR) initiatives across India for multilayer and plastic packaging waste collection and energy recovery in association with Producers Responsibility Organisations (PROs). Your Company has achieved plastic neutral status as on March 2022.

Your Company has been awarded by World Sustainability Congress with Global Sustainability Leadership Awards 2021 for sustainable packaging design.

f. Environment, Social and Corporate Governance Reporting

Your Companyâs vision of sustainable growth is inspired by the trust of its loyal consumers and a desire to contribute positively to society and environment.

The inaugural Sustainability Report published last year outlined your Companyâs Sustainability Strategy of Responsible Goodness based on 4 key pillars of economic growth, resources (environment), people (social) and governance. Your Company has made good progress on its agenda of sustainable development across the defined program areas.

Resources

Your Company aims to positively address climate change by minimizing its environmental footprint. Consistent with the goal of reducing the share of fossil fuel-based energy, in EY. 2021-22, your Companyâs use of renewable energy from wind and solar power has increased by more than 10% over the previous year. This augers well for the attainment of your Companyâs target of sourcing 60% of its energy needs from renewable sources by 2024.

Last year, your Company took on an ambitious target of reducing water consumption by 30% by 2023-24 from the levels consumed in 2019-20. You would be delighted to note that with regular monitoring, arresting of leakages and an increased focus on reusing and recycling of water, your Company has managed to achieve reduction in water consumption of over 27% and is poised to achieve the targeted levels ahead of time.

Continuing with the focus on sustainable packaging which started in EY. 2013-14, your Company has reduced consumption of laminates by 8.3%/kg this year and has become plastic neutral. Your Company has also been successful in reducing consumption of ~7,50,000 kgs of virgin plastic in secondary packaging during the year which is more than twice the 3,50,000 kgs target set for the year.

Your Company extended its Sustainability Commitments to the Supply Chain by sourcing 73% of palm oil, 79% of olein and 100% of fats from members of the Roundtable of Sustainable Palm Oil (RSPO) and ensured support for local manufacturers by procuring 99% of raw materials other than palm oil from local sources.

People

Access to nutrition for all has been central to your Companyâs legacy of community focused initiatives. Towards this end, the Malnutrition Reduction Program run by the Britannia Nutrition Foundation aims to improve the nutritional status and address malnutrition among children, adolescents and women.

This program has touched the lives of more than 1,15,000 beneficiaries, resulting in the improvement of 47% of the childrenâs nutritional status from severe & moderate acute malnutrition to normal and a corresponding 38% improvement in adolescentsâ nutritional status from underweight to normal.

Further, your Companyâs Dairy Farmer Connect Program continued to improve the socio economic condition of farmers with the number of beneficiaries increasing from 1,250 in March 2021 to 2,450 during this financial year. Your Company also provided dairy farmers with 429 loose housings for cows over this period.

The efforts at advancing Occupational Health and Safety of employees through well-established hazard identification and assessments as well as stringent audits and management of risks have resulted in a reduction in Lost Time Injuries (LTIs) and Medical Treatment Care (MTCs) from 15 and 24 in the financial year 2020-21 to 14 and 22 respectively in the financial year 2021-22.

Your Company is also well placed to achieve the target of 50% gender diversity in manufacturing facilities by March 2024.

Growth

Improvements continued to be made in the Healthy Product Portfolio comprising of products with enhanced whole grains and dietary fibres, and reduced sugar and fat, to address increasing customer expectations of healthy eating choices.

Governance

Your Companyâs established governance mechanisms and strong leadership continue to facilitate and guide the initiatives towards developing a responsible and sustainable business culture. You would be delighted to learn that rating of your Companyâs ESG performance by internationally recognized rating agencies viz. the Dow Jones Sustainability Index (DJSI) and Carbon Disclosure Project (CDP) is also being carried out from the FY. 2021-22 to facilitate objective assessment of the progress towards attainment of sustainability goals.

g. Brands

The financial year 2021-22 was the second year since the Covid-19 pandemic hit the world and your Company witnessed another year of change, in both environment as well as consumer behaviour. Added to this uncertainty, the category also came under huge inflationary pressure during the year, forcing your Company to take price increases across many of its large SKUs and brands. But the power of our brands and a host of marketing strategies and interventions helped us tide over turbulent times and ensured continued market leadership.

Leveraging and riding the health wave amid growing consumer consciousness

The pandemic and its impact have forced consumers to put health first in their daily lives. Riding on this growing consumer consciousness in the second year of the pandemic, your Companyâs flagship health brand Britannia NutriChoice carried out several campaigns during the year.

Another big change in consumer behavior during the pandemic has been the shift of consumers towards digital platforms for everyday content. With this context, NutriChoice Digestive did a digital campaign based on a social experiment which corroborated the brand insight that people unknowingly tend to reach out for unhealthy snacking options, and it emphasized how making healthier choices, is in our hands.

NutriChoice Sugar Free Cracker also capitalized on the pandemic-led trend of in-home snacking and explosion of DIY (Do-It-Yourself) recipes using ingredients available in kitchens. This was done by launching an activation called âSnacker Crackerâ aimed at expanding Cracker consumption occasions beyond tea time. Through this campaign, the brand urged consumers to discover new ways of whipping up quick and easy snacks throughout the day using the Cracker and other easily available ingredients.

The new campaign on Britannia NutriChoice Oats was based on the insight that despite the benefits of oats being known to all, many people feel disenchanted with the existing options available to them. The brand highlighted the various choices that it provides with 3 different flavors, offering consumers a delicious way to have oats.

Fortifying core brands with advertising campaigns

Our largest biscuit brand Britannia Good Day launched a new campaign along with the renovated product design which now carries multiple smiles on the cookies within every single pack. This category first innovation was launched with an ad which communicated âWhen we all have such different smiles, then why should Good Day have only one?â. This was amplified with an augmented reality print innovation where consumers could scan the newspaper ad to see how they have personally inspired the many new smiles of Britannia Good Day.

Britannia Bourbon brought in a cool, new gang of friends - Indian cricketers Hardik Pandya, Shreyas Iyer and Deepak Chahar - in its latest communication. In this campaign, Hardik is seen pulling a heist on his friends for the last piece of their favourite Britannia Bourbon.

Britannia Milk Bikis strengthened its relationship with multiple generations of Tamil Nadu consumers who have grown up eating their favourite Milk Bikis. This was done by way of launching Milk Bikis Classic with an ad that triggered nostalgia and gave the consumers another reason to consume their favourite Milk Bikis again, with an interesting story of one-upmanship between a father and a son.

The brand also spoke to a different set of consumers in the Hindi speaking belt of India which largely consumes Glucose biscuits. Using the popularity and wit of the new brand ambassador Pankaj Tripathi,

the ad asked moms to upgrade their kidsâ biscuit from a âSadharanâ one to Britannia Milk Bikis Atta which provides âDoodh Roti Ki Shaktiâ.

The new Britannia Pure Magic Chocolush ad showed a young couple having a sweet moment together, sharing the Chocolush biscuit and its tasty choco filling. The music of the ad gave it a feel that was... âPure Magicâ.

Market leadership through multiple innovations

Keeping in mind consumerâs need for exciting new products, Britannia brought to market several new innovations such as Good Day Harmony, 50-50 Potazos, NutriChoice Seeds, NutriChoice Herbs, Marie Gold Jeera, Britannia Biscafe and 50-50 Golmaal.

h. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure âAâ to this Report.

III. DIRECTORS

a. Appointment/Re-Appointment/Cessation

During the year under review, Dr. Urjit Patel, Non-Executive and Independent Director of the Company resigned w.e.f. 31 January 2022. He resigned due to his new full time work assignment and confirmed that there is no other material reason for his resignation. The Board of Directors placed on record their sincere appreciation for valuable contribution made by Dr. Urjit Patel during his tenure on the Board.

Mr. N Venkataraman, was appointed as a Whole-time Director designated as Executive Director and Chief Financial Officer of the Company for period of five (5) years w.e.f. 30 July 2021 upto 29 July 2026.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ness N Wadia (DIN:00036049), Non-Executive Director liable to retire by rotation at the ensuing Annual General Meeting (AGM), and being eligible, offers himself for re-appointment.

The Board of Directors at their Meeting held on 2 May 2022 based on the recommendation of Nomination

and Remuneration Committee, has proposed the re-appointment of Mr. Ness N Wadia for approval of the shareholders at the ensuing AGM of the Company.

Mr. Keki Elavia (DIN: 00003940) was appointed as an Independent Director by the shareholders at the 99^th Annual General Meeting held on 6 August 2018 for a period of five (5) consecutive years w.e.f. 7 August 2017 upto 6 August 2022. Pursuant to the provisions of Companies Act, 2013, Articles of Association of the Company, performance evaluation and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their Meeting held on 2 May 2022 approved the re-appointment of Mr. Keki Elavia as an Independent Director for second term of two (2) years w.e.f. 7 August 2022 upto 6 August 2024 or the date of 105^th Annual General Meeting, whichever is later, subject to the approval of the Members of the Company by special resolution.

The Board is of the opinion that Mr. Ness Wadia and Mr. Keki Elavia possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Profile and other information of Mr. Ness Wadia and Mr. Keki Elavia as required under Regulation 36 of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 103^rd AGM of the Company. The above proposals for re-appointment form part of the Notice of the 103^rd AGM and the relevant Resolutions are recommended for approval of the Members of the Company.

b. Directorsâ Responsibility

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(iv) The Annual Accounts are prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and operationally effective during the financial year 2021-22.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR projects are given as Annexure âBâ to this Report.

V. EMPLOYEES

a. Particulars of Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure âCâ to this Report.

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the Members and others

entitled thereto after excluding the disclosure on particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours (9:30 A.M. to 5:30 PM.) on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to investorrelations@ britindia.com

b. Britannia Industries Limited Phantom Option Scheme 2021

The Board of Directors at their meeting held on 30 July 2021 approved termination of Britannia Industries Limited Employee Stock Option Scheme (âBritannia ESOS Schemeâ) and replacement with Britannia Industries Limited Phantom Option Scheme 2021 (âBIL POS 2021â) and the shareholders approved the same at their 102^nd Annual General Meeting held on 6 September 2021.

c. Employee Stock Option Scheme (ESOS)

Disclosure under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 and Section 62(1)(b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is not applicable as the Britannia Industries Limited Employee Stock Option Scheme was terminated and replaced by Britannia Industries Limited Phantom Option Scheme 2021 with the approval of the shareholders.

d. Disclosure on Sexual Harassment of Women at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, your Company have constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year under review, 3 complaints were received by the Company under Anti-Sexual Harassment Policy and the same has been resolved.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2022 along with the Statutory Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2) (f) of SEBI Listing Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the âBusiness Responsibility Reportâ (BRR) of the Company for the financial year 2021-22 is forming part of the Annual Report.

c. Annual Return

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is: http://britannia.co.in/investors/ annual-report.

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in Clause No. 8(c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3(b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Companyâs Remuneration Policy for Directors, Key Managerial Personnel and other employees are given in Clause No. 3(b) of the Corporate Governance Report. The Policy is disclosed on the website of the Company - http://britannia.co.in/ pdfs/Code of conduct/policies/Remuneration-Policy-for-Directors-KMPs.pdf

g. Risk Management

Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Committee of the

Board to monitor and review risk management plan. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives.

The details of the Risk Management Committee and policy are given in Clause No. 3(g) of the Corporate Governance Report.

h. Independent Directors

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015.

i. Board and Committees

The details of Board and its Committees, including number of Meetings are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year under review, your Company did not enter into any contracts / arrangements / transactions with related parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. All the related party transactions were in the ordinary course of business and on an armâs length basis and there were no material related party transactions at armâs length basis or otherwise. Therefore, disclosure in Form AOC-2 is not applicable to the Company.

In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 43 of the Standalone Financial Statements.

k. Public Deposits

During the year under review, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in Note No. 37, 38 and 39 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

n. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards.

VII AUDITORS

a. Statutory Auditors

The Members of the Company at the 101^st AGM held on 7 July 2020, appointed M/s. Walker Chandiok & Co, LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as Statutory Auditors of the Company for a period of 5 years to hold office from the conclusion of 101^st AGM till the conclusion of the 106^th AGM of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditorsâ Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company for the financial year 2021-22.

b. Internal Auditors

M/s. Ernst and Young, LLP have carried out Internal Audit of the Company for the financial year 2021-22. The Board of Directors at their Meeting held on 2 May 2022 appointed M/s. BDO India LLP, as

Internal Auditors of the Company for the financial year 2022-23.

c. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to conduct Secretarial Audit of the Company for the financial year 2021-22.

The Secretarial Audit Report for the financial year 2021-22 does not contain any adverse remark, qualification or reservation. The Secretarial Audit Report for the financial year 2021-22 is given as Annexure âDâ to this Report.

d. Reporting of Frauds by Auditors

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (I) of the Management Discussion and Analysis Report.

IX. ACKNOWLEDGEMENTS

Your Directors would like to thank all the stakeholders viz. consumers, shareholders, dealers, suppliers, business partners, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board Nusli N Wadia

Place: Bengaluru Chairman

Date: 2 May 2022 (DIN: 00015731)

Mar 31, 2021

Your Directors are pleased to present their Report and the Audited Financial Statements for the year ended 31 March 2021.

I. FINANCIAL PERFORMANCE

a Standalone Financial Results

		'' in Crores
Particulars	Year ended 31 March 2021	Year ended 31 March 2020
Revenue from Operations	12,378.83	10,986.68
Profit before tax	2,379.44	1,908.26
Profit after tax	1,760.03	1,484.30
Interim Dividend*	3,491.41	841.64
* With effect from 1^st April, 2020, dividend is taxable in the hands of the shareholders and the Company has deducted tax at source at applicable rates.

b. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditorâs Report form part of the Annual Report.

Consolidated Sales of your Company for the financial year ended 31 March 2021 is '' 12,883.04 Crores vis-a-visâ '' 11,443.99 Crores in the previous year, registering a growth of 12.6%. Consolidated Net Profit attributable to the owners of the Company for the financial year ended 31 March 2021 is '' 1,863.90 Crores vis-a-vis '' 1,402.63 Crores in the previous year, registering a growth of 32.9%.

c. Overview of Company Performance

The Covid-19 pandemic is the biggest global humanitarian crisis of our time and poses major challenges to public health systems, food security and employment. The social and economic impact of the pandemic has disrupted the lives and livelihood of millions of people and affected economies across the world. These effects were also felt by the Indian economy during the year with concerns about health and safety taking precedence over growth.

While there were challenges every single day, your Company ensured that its products were able to reach every household in times of need. This was made possible by innovative strategies to ensure material availability and increased productivity at factories, uninterrupted supplies by distributors, digital sales initiatives and safety of workers and employees.

REPORT

Your Companyâs ability to face adverse situations and emerge as one of the leading FMCG Companies testifies to the high degree of resilience and resourcefulness of Britanniaâs employees and the success of its ongoing programs for safety, uninterrupted supply chain operations, cost efficiency, distribution expansion and investments in people and technology.

The learnings during the pandemic led to the development of new strategies and plans for the future. This is enabling your Company to address the challenges arising from the ongoing second wave of the Covid-19 pandemic with renewed focus on ensuring availability of our products without compromising the safety of employees and other stakeholders.

Your Directors wish to place on record their sincere appreciation to the Companyâs employees, business partners, vendors, distributors, customers and other stakeholders for their exemplary work to deliver good results in a difficult year.

d. IT Revolution

Technology continues to change the ways of life and business. As part of technology advancement initiatives, your Company undertook a major digital revamp and implemented three transformational projects:

â¢ S/4 HANA to integrate all business processes and implement best-in-class practices across the value chain.

â¢ Online dealer management system to take sales processes to the next level.

â¢ End-to-end integration of vendor processes.

With all the core systems getting upgraded and integrated, your Company would be in a better position to leverage the large data available to build relevant business analytics and intelligence.

e. Subsidiaries, Associates and Joint Ventures

A report on the financial performance of each of the Subsidiaries, Associates and Joint Ventures included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report. The audited financial statements of all the subsidiaries are available on the website of the Company www.britannia.co.in.

During the year under review, Strategic Foods Uganda Limited in Uganda and Britannia Egypt LLC in Egypt were incorporated as step-down subsidiaries of the Company.

f. Dividend

The Dividend Distribution Policy of the Company aims at rewarding the shareholders through payment of dividend. Pursuant to the Policy, the Board of Directors have declared interim dividends of:

- 8300% i.e., '' 83 per Equity Share of '' 1/- each at their Meeting held on 17 August 2020 and

- 6200% i.e., '' 62 per Equity Share of '' 1/- each at their Meeting held on 2 April 2021.

The total dividend payout for the financial year 2020-21 stands at '' 3,491.41 Crores. The Board has not recommended a final dividend for the financial year 2020-21.

g. Reserves

Your Company does not propose to transfer any amount to the reserves for financial year 2020-21.

h. Share Capital

During the year under review, your Company allotted 4,00,000 equity shares of '' 1 each upon exercise of options under Britannia Industries Limited Employee Stock Option Scheme. Consequently, the paid up equity share capital of your Company increased by '' 4,00,000 during the year.

i. Scheme of the Arrangement for Bonus Debentures and Payment of Dividend

The Board of Directors at their meeting held on 5 October 2020 approved the Scheme of the Arrangement between the Company and its Members for:

a. Issue of 1 (one) unsecured, non-convertible, redeemable fully paid-up debenture of the face value of '' 29 (Rupees Twenty Nine) each, by way of bonus to the Members of the Company, for every 1 (one) fully paid-up equity share of face value of '' 1 (Rupee one) each, by utilising the General Reserves of the Company; and

b. Payment of the dividend of '' 12.50 (Rupees Twelve and Fifty Paise) per every 1 (one) fully paid-up equity share of face value of '' 1 (Rupee One) each by utilizing accumulated profits of the Company.

The Scheme of Arrangement has been approved by the Honâble National Company Law Tribunal, Kolkata Bench by its order dated 7 May 2021.

The Bonus Debenture Committee at its Meeting held on 3 June 2021 allotted 24,08,68,296 unsecured, non-convertible, redeemable fully paid-up debentures of face value of '' 29 each, bearing interest at 5.5% p.a and approved payment of dividend of '' 12.50 per equity share of face value of '' 1 each, subject to deduction of applicable taxes, in terms of the Scheme of Arrangement, to the Members holding shares as on record date i.e., Thursday, 27 May 2021.

The final listing and trading approval for the bonus debentures was received from the BSE Limited and National Stock Exchange of India Limited on 16 July 2021 and the bonus debentures were listed on both the exchanges w.e.f. 20 July 2021.

j. Material changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to deliver Excitement and Goodness

Your Company is committed to deliver Excitement and Goodness through its convenient, delightful, nutritious and affordable food products to consumers across all age groups and geographies.

Each of our products is made with the best ingredients and packaged to retain their natural goodness, without compromise, thereby helping us keep our promise to deliver Excitement and Goodness in every bite.

b. Business Continuity Plan (BCP)

Your Company implemented a very robust Business Continuity Plan (BCP) process to manage operations during the Covid-19 pandemic. This involved a detailed review of sales order, finished & input stocks, production, delivery and supplies to outlets, on a daily basis. The review was done to identify key constraints in operations and find timely solutions for them. The review also covered safety of employees and business partners. This process helped the Company achieve exceptional results in very trying times.

Implementation of S4 HANA and real time dealer management system across the entire community of distributors in March 2021, coupled with the BCP Process should help quick conversion of sales order and improve product availability across outlets.

c. Supply Chain Operations

Supply Chain Operations played a crucial role in ensuring continued supply of food products to consumers during the difficult phase of the Covid-19 pandemic. Your Companyâs Business Continuity Plan enabled availability of material, manpower and manufacturing capacity across factories, daily monitoring of stock and partnering with government and local communities to ensure uninterrupted supply of products.

This was also possible due to your Companyâs relentless focus on operational excellence and cost efficiency programs across the value chain.

During the year, your Company successfully commissioned 3 Biscuit Lines, 1 snack line and expanded its depot at the Integrated Food Park, Ranjangaon, Maharashtra.

Your Company has a robust supply chain management process to ensure safety across the chain and delivery of safe and quality products to the consumers.

d. Environment, Health and Safety

Developing and maintaining âZero Accident Cultureâ is at the core of your Companyâs EHS policy. Various safety initiatives and programs are implemented to achieve this objective. Your Company, during the year, reduced recordable injuries by 14% over the previous year in the manufacturing units in spite of the Covid-19 pandemic and this was made possible by site based initiatives, such as critical behaviours awareness programs, self-audits / inspections of machines and infrastructure.

Your Company manages occupational health and safety by systematically assessing the hazards and mitigating risks through various safety programs and training for employees. All sites have been certified for implementing Occupational Safety Management Systems.

Your Company strengthened its safety policies after the outbreak of Covid-19 pandemic and ensured Covid-19 awareness programs, health screening, social distancing, workplace disinfection, sanitization

of vehicles, medical insurance for workers and employees and constant monitoring of Covid-19 affected employees and their primary contacts.

The Central Medical Council constituted by the Company addresses health and hygiene needs at the workplace by engaging with occupational health experts. The experts provide requisite advice to all site based medical and paramedical staff to proactively manage health and wellness of employees.

Your Company has also constituted a Central Environment Council led by subject matter experts to enable compliance to air, water and solid waste management. Water stewardship plan is in place to conserve and recharge ground water. Your Company achieved the Specific water consumption of 0.97 liters/kg of product which is 22% lesser than previous year and this was possible due to in-house water conservation programs.

. Quality Programs

Quality and Food Safety are paramount for your Company As the Covid-19 pandemic continues to spread across the nation, your Company adopted stringent quality assurance processes in all its manufacturing units to ensure delivery of superior, safe and compliant products to consumers.

All the existing manufacturing units of your Company, including contract manufacturing units, are certified by an accredited third party in accordance with âHazard Analysis Critical Control Pointsâ (HACCP) / ISO 22000 standards and operate in compliance with stringent food safety and quality standards.

After the relaxation in Covid-19 related restrictions, your Company resumed the audits conducted by American Institute of Baking (AIB) in January 2021 and received certification for 4 of its manufacturing units for compliance to Global Food Safety Standards.

Your Companyâs âConsumer Care Cellâ continues to be compliant to the âGlobal Standards on Quality Management - Customer satisfaction - Guidelines for complaints handling in organizationsâ and sustained the ISO 10002:2018 certification.

Your Company has also implemented Vendor Quality Assurance Program (VQAP) across the supply chain to integrate, monitor and control quality at all stages. Your Company reviews key supplier scorecards quarterly and drives quality improvements that provide lasting value to suppliers.

f. Research and Development (R&D)

Your Company established a World class R&D Centre in 2016 and built up capabilities towards its goal of transforming into a âTotal Foods Companyâ. R&D continued to focus on consumer centric and high quality products and developed âChoco-Hazelnut cremeâ filled biscuit variant under âPure Magicâ brand, âMilkBikis Attaâ product, âMasala Maniaâ variant under the âTimepassâ brand, âLayerz Cakeâ of '' 5, âLassiâ with 2 variants - âRose Classicâ and âMangoâ under the âWinkin Cowâ brand.

Your Company is continuously working on developing unique and innovative products which provide indulgence, health and nutritional benefits.

Your Companyâs R&D team is also consistently working to increase positive nutrients and reduce negative nutrients in its product portfolio. Your Company is committed to reducing 3% Sodium and Sugar in selected products during financial year 2021-22. In addition, you will be delighted to learn that R&D has successfully built capabilities to use alternate cereals, whole grains and millets in its product portfolio, thereby overcoming significant taste barrier due to use of these ingredients.

Your Company continued its efforts to âMake a Differenceâ to the community, by investing significantly in R&D to address key nutritional deficiencies. According to National Family Health Survey 4 (2015-16), anaemia continues to be a prime health concern across India with ~53% of the women being anaemic. In order to address Iron Deficiency Anaemia (IDA), your Companyâs R&D team developed a tasty and affordable Iron & Folic Acid fortified biscuit delivering 50-75% RDA of these nutrients to the adolescent girls and women.

You will be happy to know âSuphoshanâ nutrition intervention program undertaken by the Britannia Nutrition Foundation (BNF), Narayana Health Charitable Trust and National Health Mission, Government of Rajasthan in adolescent school going children with iron and folic acid fortified biscuits developed by R&D team led to significant increase in the haemoglobin levels in adolescents.

Your Company is continuously working on its goal to use 100% recyclable or reusable or bio-degradable laminate packaging in its portfolio by the end of 2024. You would be delighted to know that your Company has successfully developed fully

recyclable polypropylene based laminate, which was certified by premier polymer research institute.

Considerable research and development efforts are also directed towards reducing usage of plastics. Your Company has developed options to use special enhancers and fillers to reduce usage of virgin plastic by 30% in secondary packaging bags.

Your Company redesigned corrugated boxes without altering capacities and reduced the paper usage across its portfolio. This design change resulted in reducing usage of Kraft paper by ~ 7%.

Your Company is committed to retrieve plastics from the system through Extended Producersâ Responsibility (EPR) initiatives across India for multilayer and plastic packaging waste collection and energy recovery in association with PROâs. Your Company scaled up the EPR to ~5500 tonnes of plastics during the year and a plan is in place to be plastic neutral by March 2022.

g. Environment, Social and Corporate Governance Reporting

Your Company is committed to creating a positive impact for the environment, the communities and its stakeholders. Our sustainability vision of being a responsible Total Global Foods Company is rooted in this commitment. While sustainability considerations have influenced our processes and products for several years, your Company formalized a sustainability strategy in financial year 2020 -21. The strategy rests on 4 key pillars of Growth (Economic), Governance, Resources (Environment) and People (Social). Your Company has assigned annual targets for implementation and formulated key performance indicators (KPIs) with detailed action plans for ESG. A governance structure for oversight and implementation of the strategy has also been established. Your Company has released its first ever Sustainability Report including strategy and implementation milestones.

h. Brands

2020-21 was an unprecedented year with Covid-19 causing economic slowdown in the country. It also led to uncertain consumer behaviour throughout the year due to restrictions around mobility, safety concerns and lower disposable incomes. However, your Companyâs focus on ensuring product availability despite supply chain disruptions, consistent brand building, delivering superior products with consumersâ need at

heart and creating impactful communication ensured growth and market leadership even in a turbulent year. Our strong brand equity made certain that we remained consumersâ preferred choice in times that called for discerned decisions.

This was made possible by a host of marketing strategies and interventions:

Spreading goodness in tough times

Your Companyâs health brand NutriChoice has always stood for good choices, and with this thought, it came up with a new thematic campaign in January 2021 to remind consumers that in spite of the binge eating that has become commonplace in our lives due to staying at home for more than a year, making a healthier choice is still in our hands.

Our leading biscuit brand, Good Day put forth multiple digital communications celebrating Covid warriors as well as nudging consumers to smile more during the gloomy times of lockdown restrictions. Also, realising the increasing importance of virtual schooling due to pandemic induced restrictions, the brand launched a mega consumer offer âLearn From Homeâ in January 2021. This campaign helped consumers in bringing home the joy of schooling through an opportunity to win a laptop every hour during the campaign duration.

Britannia Milk Bikis launched a special film âThe Unstoppablesâ on Teacherâs Day as an ode to teachers all across India whose unwavering spirit ensured that despite not being technologically adept, they did not let that impact education of their students.

Fortifying core brands with advertising campaigns

Good Day strengthened its presence in the market with a new campaign âHar Khushi ko Banaye Khaasâ for the Cashew / Cashew Almond variant in November 2020 which talked about how it makes moments of happiness even more special.

Britannia Marie Gold with its purpose of empowering homemakers, providing strength to their resolve and giving them confidence to achieve their dreams; launched a thematic campaign âGeetaji Ka Sapnaâ in August 2020. This was in continuation to the 2^nd season of âBritannia Marie Gold My Startupâ initiative which concluded in June 2020. In this initiative, your Company provided financial assistance to homemakers with entrepreneurial ideas by partnering with National Skill Development

Corporation (NSDC) to launch Indiaâs first-ever skill development program customized for women with entrepreneurial aspirations.

Britannia Milk Bikis celebrated 40 years of its unique and everlasting bond with Tamil Nadu (TN) consumers with a communication centred on celebrating childhood friendships, much like TN consumersâ friendship with Milk Bikis, which has been one of the first friends to over 3 generations of consumers.

Britannia Cheese launched an exciting activation âStar Chefâ with Saif Ali Khan & Chef Shipra Khanna that allowed consumers to be the star of their kitchen by cooking with the best.

Britannia TreatJimJam launched a new communication âAnything for Jim Jamâ where popular Bollywood celebrities Kunaal Roy Kapur & Varun Sharma played the role of iconic characters Jimmy & Jammy and went to extreme lengths to grab a pack of Jim Jam.

Britannia 50-50 in line with its brand belief of being unpredictable and quirky, launched an exciting new campaign around âThoda 50-50 Ban, Life Tan Tana Tan Tanâ.

Britannia Toastea roped in Trisha Krishnan & Neena Gupta to showcase the quintessential saas-bahu of many Indian homes who happily multi-task their way as Home Managers, albeit after a âKaraari Shuruaatâ with a bite of Toastea.

Tiger Krunch partnered up with popular celebrity Sonu Sood in the grand digital & PR activation âKrunch Khao, Punch Dikhaoâ to train kids on self-defence techniques from across the globe.

Britannia Cakes also delighted consumers with its fun campaigns on Layerz & Gobbles brands in October & December 2020.

Market leadership through multiple innovations

Keeping in mind consumersâ need for exciting new product innovations, Britannia brought to market several new innovations such as Pure Magic Chocolush Hazelnut, Layer Cake ''5, Winkin Cow Lassi (in Classic & Mango flavours) and Diced Cheese.

Invigorating intrigue in digital consumers through disruptive digital content

This year, Little Hearts continued its trend of launching differentiated campaigns for Valentineâs Day with a first-of-a-kind customised personal ad.

âThe Giftâ film showed how just like Little Hearts, thereâs always something sweet in every little heartbreak.

Britannia Bourbon tied up with top digital influencers across India in March 2021 to launch a fun digital activation âBourbon Blabber Mates Challengeâ which helped best friends test the extent of their friendships.

There were several other digital activations and campaigns such as Britannia Cakesâ âMishti Momentsâ and Pure Magicâs âDeuce Some Magicâ to ensure that the brands were always on top-of-mind for their consumers.

Embracing E-Commerce as a primary business channel

Changes in consumer shopping behaviour due to the pandemic ensured that 2020 became a watershed year for the e-grocery industry Your Company, being the market leader in most of the categories it is present in, ensured that it kept up with the times, by focusing on visibility and availability on e-grocery platforms and marketplaces.

This thought leadership was exemplified by integration with Grofers for the launch of Treat Wafers '' 10 campaign as well as by the launch of an innovative Britannia Gifting website that allowed consumers to select a Britannia Shubh Kamnayein Diwali hamper, personalize it with a message & a photograph and have it seamlessly delivered to their loved ones.

i. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure âAâ to this Report.

III. DIRECTORS

a. Appointment/Re-Appointment

During the year under review, Mr. Anil Kumar Hirjee, Non-Executive Director passed away on 27 September 2020. The Board, while condoling the sad demise of Mr. Hirjee, placed on record its sincere appreciation for the stellar contributions made by him as a Member of the Board.

Mr. Jehangir N Wadia, Non-Executive Director, who retires by rotation at the ensuing AGM in terms of Section 152 of the Companies Act, 2013, has not offered himself for re-appointment. The Board of Directors at their Meeting held on 30 July, 2021 resolved not to fill the resulting vacancy and the same is placed before the Members at the ensuing AGM for their approval.

Dr. Urjit Patel (DIN: 00175210) was appointed as an Additional and Independent Director by the Board of Directors at their meeting held on 31 March 2021. Dr. Patel holds office upto the date of the ensuing AGM of the Company. The Company has received notice in writing under Section 160 of the Companies Act, 2013 from a member proposing Dr. Urjit Patelâs candidature for the office of Director. Accordingly, Dr. Urjit Patel is proposed to be appointed as a Non-Executive Independent Director for a period of 5 consecutive years with effect from 31 March 2021 upto 30 March 2026.

Dr. Y.S.P Thorat and Dr. Ajay Shah, Independent Directors of the Company will be completing their first term as Independent Directors on 12 February 2022. Pursuant to the provisions of Companies Act, 2013, Articles of Association of the Company, performance evaluation and based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at their Meeting held on 27 April 2021, approved the re-appointment of Dr. Y.S.P Thorat and Dr. Ajay Shah as Independent Directors for another term of 5 consecutive years effective from 13 February 2022 upto 12 February 2027, subject to the approval of the members of the Company by special resolution.

Further, pursuant to the provisions of the Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulations, 2015â), the listed Company shall not appoint or continue the directorship of a person who has attained the age of 75 years unless special resolution is passed to that effect.

In this regard, the Board of Directors at their Meeting held on 27 April 2021 recommended the continuation of Directorship of Dr. Y.S.P Thorat, Independent Director who would attain age of 75 years in November 2022 for approval of the Members of the Company by special resolution.

Mr. N. Venkataraman (DIN: 05220857), Chief Financial Officer of the Company was appointed as an Additional Director and Whole-Time Director

designated as Executive Director and Chief Financial Officer by the Board of Directors at their meeting held on 30 July, 2021.

Mr. N. Venkataraman holds office as an Additional Director upto the date of the ensuing AGM of the Company. The Company has received a notice in writing from a Member of the Company proposing his candidature for the office of a Director.

The Board is of the opinion that Dr. Urjit Patel, Dr. Ajay Shah, Dr. Y.S.P Thorat and Mr. N. Venkataraman possess the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company.

Profile and other information of the above Directors as required under Regulation 36 of SEBI Listing Regulations, 2015 and Secretarial Standard - 2 are given in the Notice of the 102^nd AGM of the Company.

The above proposals for appointment and re-appointment forms part of the Notice of the 102^nd AGM and the relevant Resolutions are recommended for approval of the Members of the Company.

b. Directorsâ Responsibility

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(iii) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts are prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy. The details of the CSR activities are given as Annexure âBâ forming part of this Report.

V. EMPLOYEES

a. Particulars of Remuneration of Directors, KMPs and Employees

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto after excluding the disclosure on particulars of employees. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write an email to investorrelations@ britindia.com.

b. Employee Stock Option Scheme (ESOS)

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 read with SEBI Circular No. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 and Section 62(1) (b) of the Companies Act, 2013

read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure âDâ to this Report.

c. Britannia Industries Limited Phantom Option Scheme 2021

The Board of Directors at their meeting held on 30 July, 2021 approved termination of Britannia Industries Limited Employee Stock Option Scheme (âESOS Schemeâ) and replacing with Britannia Industries Limited Phantom Option Scheme 2021 (âBIL POS 2021â) subject to approval of shareholders. Consequently, the stock options granted under ESOS Scheme which are Vested but not exercised or Unvested as on date will be replaced with the phantom options under BIL POS 2021 once approved.

The above proposal forms part of the Notice of the 102^nd AGM and the Board recommends the same for approval of the Members of the Company.

d. Disclosure on Sexual Harassment of Women at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âPOSH Actâ) and Rules made thereunder, your Company has constituted Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace.

During the year, 2 complaints were received by the Company under Anti-sexual harassment Policy and the same has been resolved.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2021 along with the Statutory Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI Listing Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI Listing Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the âBusiness Responsibility Reportâ (BRR) of the Company for financial year 2020-21 is forming part of the Annual Report.

c. Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and Web Link thereto is: http://britannia.co.in/investors/ annual-report.

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in Clause No. 8 (c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3(b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Remuneration Policy are given in Clause No. 3(b) of the Corporate Governance Report. The Companyâs Remuneration Policy for Directors, Key Managerial Personnel and other Employees is disclosed on the website of the Company and the weblink thereto is http://britannia.co.in/pdfs/Code of conduct/policies/ Remuneration-Policy-for-Directors-KMPs.pdf

g. Risk Management

Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Committee of the Board to monitor and review risk management plan. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives.

The details of the Risk Management Committee are given in Clause No. 3(g) of the Corporate Governance Report.

h. Independent Directors

i. Board and Committees

The details of Board and its Committees, including number of Meetings are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the financial year, your Company did not enter into any contract / arrangement / transactions referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder and all the transactions with related parties were in the ordinary course of business and on an armâs length basis; and there were no material contracts or arrangements or transactions at armâs length basis or otherwise. Therefore, disclosure in Form AOC-2 is not applicable to the Company.

In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 45 of the Standalone Financial Statements.

k. Public Deposits

During the year, your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are provided in Note No. 38, 39 and 40 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards.

VII. AUDITORS

a. Statutory Auditors

the conclusion of 101^st AGM till the conclusion of the 106^th AGM of the Company.

The Statutory Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Statutory Auditors Report does not contain any qualifications, reservations or adverse remarks on the financial statements of the Company for financial year 2020-21.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2020-21.

The Secretarial Audit Report for the financial year 2020-21 does not contain any adverse remark, qualification or reservation. The Secretarial Audit Report for financial year 2020-21 is given as Annexure âEâ to this Report.

c. Reporting of Frauds by Auditors

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (I) of the Management Discussion and Analysis Report.

IX. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders viz. customers, shareholders, dealers, suppliers, business partners, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board Nusli N Wadia

Place : Bengaluru Chairman

Date : 30 July 2021 (DIN: 00015731)

Mar 31, 2019

The Directors present their Report together with the Audited Financial Statements for the year ended 31 March 2019.

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

Rs. in Crores

Particulars	Year ended 31 March 2019	Year ended 31 March 2018
Sale of goods	10,389.49	9,282.04
Profit before tax	1,716.11	1,445.20
Profit after tax	1,122.20	947.89
Profit available for	3,163.18	2,515.05
appropriation
Proposed dividend	434.57	361.85
(including tax thereon)

b. Overview of Company Performance

Your Company reported consolidated revenue growth of 10.8% for FY 2018-19. This was made possible through heightened innovations, expansion in distribution and cost efficiency programs.

During the year, your Company celebrated its 100^th year and refreshed its identity with the launch of the new Britannia logo signifying âExcitement and Goodnessâ. Massive multi media campaigns viz., T.V, radio engagements, social media, digital campaigns, outdoor advertising, sponsorships and newspaper publications were conducted to bring alive the Britannia identity and celebrate 100 years.

As it enters the next century, your Company has outlined a vision of becoming a âGlobal Total Foods Companyâ and has:

- Entered new categories - Salted Snacks, Croissants, Cream Wafers and Flavoured Milkshakes.

- Launched new-to-market innovations under the Biscuits, Cake, Rusk and Dairy categories.

- Built technologically superior factories at Integrated Food Park, Ranjangaon, Maharashtra, Guwahati and Special Economic Zone (SEZ), Mundra.

- Expanded its footprint in International Business by setting up a greenfield plant at Nepal.

- Increased its direct reach and rural distribution.

c. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with rules made thereunder and Indian Accounting Standards (Ind AS) along with the Auditorâs Report form part of the Annual Report.

Consolidated Sales of your Company for the financial year ended 31 March 2019 is Rs. 10,973.46 Crores vis-a-vis Rs. 9,905.63 Crores in the previous year, registering a growth of 10.8%. Consolidated Net Profit attributable to owners of the Company for the financial year ended 31 March 2019 is Rs. 1,159.12 Crores vis-a-vis Rs. 1,004.23 Crores in the previous year, registering a growth of 15.4%.

d. Subsidiaries, Associates and Joint Ventures

A report on the financial performance of each of the Subsidiaries and Associates included in the Consolidated Financial Statements is provided in Form AOC-1 and forms part of this Annual Report. The audited financial statements of all the subsidiaries are available on the website of the Company www.britannia.co.in.

During the year, voluntary winding up of Daily Bread Gourmet Foods (India) Private Limited was initiated considering the unviability of the business in spite of the best efforts taken by the Company to revive the same.

e. Dividend

Your Directors are pleased to recommend a dividend of 1500% which amounts to Rs. 15 per share (face value Rs. 1 per share) for consideration and approval by the Members at the ensuing Annual General Meeting. The total dividend payout including dividend distribution tax amounts to Rs. 434.57 Crores.

f. Reserves

Your Company has transferred an amount of Rs. 112.22 Crores to the General Reserve for the financial year ended 31 March 2019.

g. Share Capital

During the year under review, your Company has allotted 99,999 equity shares of Rs. 2 each upon exercise of options under Britannia Industries Limited Employee Stock Option Scheme. Consequently, the paid up equity share capital of your Company has increased by Rs. 1,99,998 during the year.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to Spread Delight

The Britannia Promise to delight consumers has been the driving force behind its success over 100 years. The commitment to provide fresh, exciting, tasty and innovative products of the highest quality continues to be at the core of your Companyâs beliefs. The special relationship that consumers enjoy with each of your Companyâs products is testimony to the care and thought with which they are made.

The initiatives being taken towards introducing new products, establishing state-of-the-art R&D and manufacturing facilities and increasing outreach to new markets through the strategic expansion plan based on the principle of âone new market a yearâ are enabling your Company to deliver on its promise of being a âGlobal Total Foods Companyââ.

b. Supply Chain & Operations

Your Company continued to focus on improving competitiveness in its operations through various Cost Efficiency and Operational Excellence Programs across the value chain. During the year, various non-value added activities have been eliminated through value stream mapping exercise across major manufacturing units, thereby resulting in significant productivity improvements.

Your Company has successfully commissioned Biscuits and Cake lines at the Integrated Food Park, Ranjangaon, Maharashtra and Salted Snacks line at Bidadi factory, Karnataka. This enabled your Company to launch Croissants, Swiss Roll, Layer Cakes, Cream Wafers and Salted Snacks during the year.

As part of your Companyâs strategy of expanding International Business, a Greenfield Plant has been set up in Nepal which got operationalized in April 2019. Production has also been scaled up at your Companyâs factory in the Special Economic Zone (SEZ), Mundra to meet export requirements.

c. Environment, Health and Safety

Environment, Health and Safety are among the core values of your Company. In order to promote zero accident culture, your Company conducted various training & awareness programs and installed line/area monitors at its factories.

Employees are encouraged to report all near miss incidents so that preventive actions can be taken to avoid any mishap.

A structured program of reviewing risk assessment at machine levels and EHS steering committee are in place to review the overall strategy, risks and the status of actions implemented across all factories. All Company owned manufacturing units, other than the units just commercialized, have been certified for compliance to OHSAS 18001 system requirements.

Your Company has constituted a Central Medical Council, led by Occupational Health experts, which advises site based medical and paramedical staff to proactively manage health and wellness of all the employees. The medical council helps to build capability of factories on industrial health and hygiene in line with compliance requirements.

d. Quality Programs

Your Company continued its efforts at improving quality of its products to ensure delivery of superior, safe and compliant products to its consumers.

You would be happy to know that all the existing manufacturing units of your Company including contract manufacturing units are certified by an accredited third party in accordance with âHazard Analysis Critical Control Pointsâ (HACCP) / ISO 22000 standards and operate in compliance with stringent food safety and quality standards.

Your Company has received American Institute of Baking (AIB) Certification for 6 of its manufacturing units through its consistent efforts towards compliance with Global Food Safety Standards.

Your Companyâs âConsumer Care Cellââ is compliant to the âGlobal standards on customer satisfaction & Guidelines on complaint handlingâ and sustained the ISO 10002 certification during the year.

You will be delighted to know that your Company was recognised as âFood Company of the Year 2018ââ in the India Food Safety Excellence Awards 2018 organized by SYNNEX this year.

e. Research and Development (R&D)

Your Company is leveraging its R&D capabilities towards becoming a âGlobal Total Foods Companyââ. The investments in R&D have begun to yield results with the launch of twenty four (24) exciting new products during the year under review. Some of the products developed are new-to-market innovations which have enabled your Companyâs entry into new adjacent categories whereas others are re-engineered or refreshed versions of existing products.

Your Company identified Salted Snacks as a category with significant potential and the R&D team worked to develop and deliver delightful baked âTime Pass Groovy Chipsââ in 3 variants - Minty Pudina, Pickled Mango and Spicy Tomato and âTime Pass Funsticksââ in 2 variants - Tomato Twist and Masala Munch.

Your Company launched centre filled Croissants under the âTreatâ brand in 2 variants - Vanilla and Cocoa.

Wafer is another growing category in India and the R&D team developed organoleptically superior âTreat Creme Wafersââ in Choco, Vanilla, Orange and Strawberry variants.

Your Company entered the Milkshakes category during the year and has launched 4 variants of healthy and tasty âWinkin Cow Thick Shakesââ in convenient UHT pack format.

You will be delighted to know that your R&D team developed a unique crispy open sandwich biscuit combining smooth cream and rich chocolate experience, which has been launched as âTreat Starsâ in 2 variants - Creme & White Choco Duo and Creme & Milk Choco Duo. Your Company has also launched a new product âTreat Burstâ to deliver premium chocolate experience to its consumers.

The year also witnessed development and launch of exciting new products in the Cake category - âCake Roll Yoâ in 2 variants - Strawberry and Choco; âLayerz Chocoâ; âMuffills Double Chocoâ and âFudge itâ - a first-of-its-kind Choco brownie product.

Your Company re-launched âPure Magic Chocolushâ & âChunkies Triple Choco Chipsâ and also launched Wonderfulls Butter Jeera and Mixed Fruit.

Your Companyâs continued focus on delivery of healthier, nutritious and delightful products to consumers led to the launch of âNutrichoice Digestive Oats and Chocolateâ combining the goodness of Oats with the indulgence of Chocolate; âVita Marie Gold Whole Wheatâ made with whole wheat flour (Atta) and âMilk Bikis Yummy Choco Smileysâ made with crunchy chocolate biscuits sandwiched with milk creme.

Your Company also developed and launched âToastea - Multigrainâ, a first-of-its-kind double baked rusk made using Wheat, Ragi and Oats.

As part of its continuing efforts to âMake a Differenceâ to the community, your Company invested significantly in research and development to address key nutritional deficiencies. According to National Family Flealth Survey 4 (2015-16), anaemia continues to be a prime health concern across India with ~53% of the women being anaemic. In order to address Iron Deficiency Anaemia (IDA), your Company has developed a tasty and affordable Iron & Folic Acid fortified biscuit delivering 50-75% RDA of these nutrients to the women.

Your Company aims to recycle and reduce usage of plastic in its portfolio. The R&D Team has been continuously working to develop laminates with better functional property and reduced usage of plastic. Your Company has successfully completed pilot Extended Producersâ Responsibility (EPR) initiatives in Delhi NCR and Maharashtra for multilayer packaging waste collection and energy recovery in association with IPCA (Indian Pollution Control Association) and NEPRA (Neha Pranali).

You will be glad to know that your Companyâs R&D Chemical, Biological and Mechanical testing laboratories are accredited by the âNational Accreditation Board for Testing and Calibration Laboratories (NABL)â in accordance with ISO/IEC 17025:2005.

f. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure âAâ to this Report.

g. Brands

As your Company stepped into a new century of exciting opportunities, creative marketing strategies and interventions were undertaken to bring alive its new identity and strengthen its relationship with consumers.

A brand new Britannia, reaffirming âExcitement and Goodnessâ

As part of its centenary celebrations, Britannia unveiled a brand new logo after 20 years. The logo exemplifies âExcitement and Goodnessâ and showcases Britanniaâs determination to be at the forefront of various categories of food consumed by diverse demographics, both in India and globally. The emphasis on Excitement and Goodness, two attributes closely identified with Britannia in consumer research findings and strongly associated with and forming part of the core reasons behind the consumption of food, marks a refreshing new phase for the Britannia brand. The logo also reflects Britanniaâs ability to thrive in the age of the newness seeking millennial consumers.

The new brand identity aims to elevate the brand for the future through a design that is simple and elegant, yet uniquely representing everything Britannia aims to be - a Company that is exciting, offers goodness and meets consumers where they are.

Defining brands & creating a cohesive portfolio

Your Company undertook a ground up exercise to sharpen and tighten the âbrand lighthouseâ for each of its brands with the objective of owning a well-defined purpose in the consumersâ lives that would enable meaningful conversations beyond mere product functionality.

Some of the significant purposes crafted for our power brands were âGood Dayâ which inspired moments of everyday optimism; âBourbonâ which emphasized real friendship moments amongst youth; Treat was about inspiring tweens to have âfun-in-the-middleâ of the mundane; Nutrichoice made people believe that the choices they make, make them the people they are; Marie Goldâs purpose is to fuel the realization that in every home maker there is an athlete and 50-50 has encouraged home makers to break away from the shackles of sweetness.

In the process, your Companyâs ability to address different consumers through different flagship brands has been strengthened, thereby enabling the mother brand Britannia to come alive across the entire spectrum of consumers.

Creating large scale experiential activations centred on brand purpose

In the Centenary year, Britanniaâs 2^nd largest brand, Marie Gold launched a first ever, nationwide initiative to fund Womenâs Entrepreneurship. The Britannia Marie Gold My Start Up initiative was undertaken to address some of the barriers faced by women and nudge homemakers across the country to take the first step towards their entrepreneurial journey. The advocacy campaign run in the 4^th quarter, rewarded ten homemakers with Rs. 10 lakhs to start their businesses. The brand further commissioned a first-of-its-kind Survey - the Britannia Marie Gold Indian Women Entrepreneurship Report 2018, a customized study conducted by Nielsen for Britannia, among 1270 women across 8 cities. The report revealed the biggest barriers that hold homemakers back from pursuing their dreams of starting their own ventures and received wide coverage across national media.

Thanking Indiaâs consumers, the âSau Saal Jiyeâ campaign to commemorate 100 years 100 years is a glorious milestone, one that Britannia has reached because of the trust, love and blessings of its consumers. The campaign was Britanniaâs âThank Youâ to India derived from an idiom which is a part of every Indian language, the instinctive reaction of - âTu Sau Saal Jiyegaâ (You are going to live to a 100 years!) when someone/something thought of, arrives. The TV Campaign was about how Britannia has turned 100 only because it has always been there for its consumers, whenever needed most. It was one of the biggest campaigns undertaken by your Company spread across TV, Print, Outdoor and Digital and touching a large part of the countryâs population.

Building stronger brands and product portfolios through powerful re-launches - Bourbon, 50-50, Nicetime, Chocolush and Good Day Chunkies

The re-launch of your Companyâs products have helped strengthen some of the core brands through product organoleptic superiority, visual product differentiation and unique identity. The brand propositions of all the power brands were elevated to give the brands a purpose and personality through these re-launches.

Innovation Leadership: Britannia has re-enforced its thought & market leadership through multiple successful innovations

Your Company was successful in disrupting the Indian biscuit market with some path breaking innovations like Deuce during the year. Your Company has a larger share of total biscuit innovations when compared to the market share in biscuits.

Encouraged by the success in innovations, your Company has, in its 100^th year, set its sights on reimagining biscuits for the country with never-seen-before innovations and renovations like Treat Burst, Treat Stars, Whole Wheat Marie and 50-50 Jeera.

Pioneering category creation through new to market product concepts and formats

Healthy snacks are seen as boring, tasteless and tedious to have on a regular basis. With these deeply entrenched notions of the category, the Nutrichoice brand which is the leader in premium health continued to fight the challenge of getting people to adopt the category. Category penetration is still very low at 1.6%. Key building blocks for driving category growth were communication to build relevance; breaking price barriers through democratization and competitive pricing strategies and innovations designed to overcome taste barriers such as Chocolate Oats cookies.

Treat Stars is another first-of-its-kind product for indulgence seeking consumers. The open sandwich cream biscuit developed with proprietary technology is a showcase of pioneering innovation.

Wooing the millennial, digital native consumers through always - on Digital content:

Your Company has identified the unique challenges to be addressed through digital media and crafted a content strategy.

Brands like Good Day and Marie Gold established âpoint of viewâ and purposive content on various digital platforms.

Little Hearts, a digital only brand, launched a first-of-its-kind Heartbreakerâs Handbook - a 101 guide to cutting through the typical mush seen amongst millennials. The Handbook was also retailed on e-commerce giants Amazon and Flipkart and through a partnership with Cafe Coffee Day, the Handbook will be available for reading in hundreds of outlets across the country.

Good Day Chunkies premium gourmet cookie partnered with YouTube to launch a first-of-its-kind Dessert Carnival. The series curated âDo It Yourselfâ recipe videos from the countryâs top pastry chefs and YouTube creators like Mini Mathur, Amrita Raichand, Shipra Khanna, Nisha Madhulika and got an organic reach of 15 million.

In another first-of-its-kind digital initiative, your Companyâs largest brand, Good Day pioneered the launch of Indiaâs first digital radio station for youth called Campus Radio. Created in partnership with Radio Mirchi and Gaana, the radio station is a 24*7 destination for youth to snack on music and be on top of the music landscape.

Britannia, Indiaâs Most Trusted Food Brand: In the reputed âMost Trusted Brandsâ survey conducted every year by The Economic Times Brand Equity, Britannia won the coveted position of Most Trusted Food brand in the country. It is most rewarding to have won back the position in the Centenary year of Britannia, a testimony to the immense love and trust bestowed upon your Company by consumers across diverse age groups and demographics.

Awards won in FY 2018-19: Your Company was honoured with the following:

- The Economic Times Brand Equity âMost trusted food brandRs. 2018

- Interbrand Best Indian Brands Award 2019

- Pitch Best CMO Awards for Consumer Connect

- Best Mini Mobile game activation for Little Hearts at Mobexx Awards 2018

III. DIRECTORS

a. Appointment/Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ness N Wadia, Non-Executive Director is retiring by rotation at the ensuing Annual General Meeting (AGM) and is eligible for re-appointment.

The Board of Directors at their Meeting held on 1 July 2019, on the basis of the recommendation of the Nomination and Remuneration Committee, has proposed the re-appointment of Mr. Ness N Wadia for approval of the shareholders at the ensuing AGM of the Company.

During the year under review, the Board of Directors at their meeting held on 7 February 2019 appointed Mrs. Tanya Arvind Dubash as an Additional and Independent Director of the Company w.e.f. 7 February 2019 subject to approval of the shareholders at the ensuing AGM of the Company.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of the Companies Act, 2013, Mr. AvijitDeb,Mr. Nimesh Kampani, Mr. Keki Dadiseth, Dr. Ajai Puri and Mrs. Ranjana Kumar were appointed as Independent Directors by the shareholders at the Annual General Meeting held on 12 August 2014 for a period of 5 years and their term comes to an end on 11 August 2019.

As per the provisions of Section 149(10) of the Companies Act, 2013, Independent Directors can be re-appointed for another term of 5 years on passing special resolution by shareholders of the Company.

Mr. Nimesh Kampani and Mrs. Ranjana Kumar, Independent Directors have expressed their desire to retire from the Board upon completion of their current term as Independent Directors.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee at their Meeting held on 1 July 2019 have proposed the re-appointment of Mr. Avijit Deb, Mr. Keki Dadiseth and Dr. Ajai Puri as Independent Directors for another term of 5 years w.e.f. 12 August 2019 for approval of the shareholders at the ensuing AGM of the Company.

During the year under review, Mr. S.S Kelkar resigned as Director of the Company w.e.f. 23 August 2018 due to his advancing age and desire to spend more time with family.

The Board placed on record its appreciation for the valuable contribution made by Mr. S.S Kelkar, Mr. Nimesh Kampani and Mrs. Ranjana Kumar to the Companyâs growth during their tenure as Independent Directors.

b. Directorsâ Responsibility

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(iv) The Annual Accounts are prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

V. EMPLOYEES

a. Key Managerial Personnel (KMP)

During the year under review, Mr. Jairaj Bham resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. closing business hours of 12 October 2018.

The Board of Directors at their meeting held on 7 October 2018 appointed Mr. T.V Thulsidass as the Company Secretary and Compliance Officer of the Company w.e.f. 15 October 2018.

b. Particulars of Remuneration of Directors, KMPs and Employees

However, as per the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto after excluding the disclosure on particulars of employees. The disclosure is available for inspection by the Members at the Registered Office of your Company during business hours on all working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write an email to [email protected].

c. Employee Stock Option Scheme (ESOS)

During the year, Britannia Industries Limited Employee Stock Option Scheme was amended with the approval of the shareholders at the 99^th Annual General Meeting held on 6 August 2018 to give effect, inter alia, to the following:

- To increase maximum number of equity shares from 8,75,000 to 17,75,000 that would be issued under the BIL ESOS;

- To make provision of financial assistance to employees for subscribing options granted under the BIL ESOS at such terms and conditions as may be decided by the Nomination and Remuneration Committee and Board from time to time; and

- To revise the provisions of the BIL ESOS in line with SEBI (Share Based Employee Benefits) Regulations, 2014.

Consequent to the sub-division of the face value of equity shares from Rs. 2 each to Rs. 1 each, the Britannia Industries Limited Employee Stock Option Scheme was further amended to increase maximum number of equity shares from 17,75,000 equity shares of Rs. 2 each to 35,50,000 equity shares of Rs. 1 each through postal ballot and e-voting on 15 October 2018.

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure âDâ to this Report.

d. Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. During the year, one complaint was received by the Company under Anti-sexual harassment Policy and the same was resolved satisfactorily.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2019 along with the Statutory Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulations, 2015â) is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2) (0 of SEBI Listing Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the âBusiness Responsibility Reportâ (BRR) of the Company for FY 2018-19 is forming part of the Annual Report.

c. Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with the rules made thereunder, the Extract of Annual Return of the Company has been disclosed on the website of the http://britannia.co.in/investors/annual-report.

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in Clause No. 8 (c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as a whole are given in Clause No. 3 (b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Remuneration Policy are given in Clause No. 3(b) of the Corporate Governance Report. Britannia Industries Limited Remuneration Policy for Directors, Key Managerial Personnel and other Employees is disclosed on the website of the Company Web Link: http://britannia.co.in/pdfs/ Code of conduct/policies/Remuneration-Policy-for-Directors-KMPs.pdf

g. Risk Management

Your Company has a well-defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Committee of the Board to monitor and review risk management plan. Risk management process has been established across your Company and is designed to identify assess and frame a response to threats that affect the achievement of its objectives.

h. Independent Directors

i. Board and Committees

The details of Board and its Committees are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

k. Public Deposits

Your Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made thereunder are given in the Note No. 37, 38 and 39 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards

VII. AUDITORS

a. Statutory Auditors

At the 95^th Annual General Meeting of the Company held on 12 August 2014, M/s. B S R & Co. LLP, Chartered Accountants, (Firm Reg. No. 101248W/W-100022), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 95^th Annual General Meeting until the conclusion of the 100^th Annual General Meeting, subject to ratification by the Shareholders.

Pursuant to the recommendation of the Audit Committee, the Board of Directors have recommended the re-appointment of M/s. B S R & Co. LLP, as the Statutory Auditors of the Company for a period of one year.

In this regard, M/s. B S R & Co., LLP, Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2018-19. The Secretarial Audit Report submitted by them is given as Annexure âEâ to this Report.

c. Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (I) of the Management Discussion and Analysis Report.

IX. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders, namely customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board

Nusli N Wadia

Place: Mumbai Chairman

Date: 1 July 2019 (DIN:00015731)

Mar 31, 2018

DIRECTORSâ REPORT

Dear Shareholders,

On 21 March 2018, your Company completed 100 years. As we celebrate this momentous occasion, we would like to convey our deepest gratitude to you, our valued shareholders, for the trust and support that you have extended through this inspiring journey. This journey has also been possible because of the support and contributions of all the stakeholders - our consumers, business partners, associates and employees.

Your Directors present their Report together with the audited financial statements for the year ended 31 March 2018.

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

Rs, in Crores

Particulars	Year ended 31 March 2018	Year ended 31 March 2017
Sale of goods	9,282.04	8,581.55
Profit before tax	1,445.20	1,251.16
Profit after tax	947.89	843.69
Profit available for appropriation	2,515.05	1,979.86
Proposed dividend (including tax thereon)	361.84	317.75

b. Overview of Company Performance

Your Company achieved a consolidated revenue growth of 9.7% and strengthened its market leadership in a year that continued to experience sluggish category growth. The slowdown in growth that started from the second half of FY 2016-17, continued for a good part of the FY 2017-18. Later half of the year saw growths coming back albeit on a base that was muted. Growth in International business continued to be under pressure due to general economic slowdown in key export markets for the Company To minimise the impact of all this, your Company focused on:

(i) Strengthening distribution by increasing direct reach to 18.4 lakhs outlets.

(ii) Growing the weak geographies viz the Hindi belt, significantly faster.

(iii) Driving Product innovation which resulted in many new launches during the year such as Treat Vanilla, Treat Chocolate, 50-50 Jeera, Goodday Choco Almond, Milk Bikis Good Morning, Tiger cream variants etc.

(iv) Driving Cost Efficiency Program in the organisation which helped the Company achieve consolidated profit growth of 13.5% during the year.

(v) Creating a focused group to work on Adjacent bakery & other businesses for stimulating growth.

Your Company will continue to scout for opportunities to enter new categories in Food and new geographies in its endeavour of becoming a Total Foods and a Truly Global Company

. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with the rules made there under and applicable Indian Accounting Standards (Ind AS) along with the Auditorâs Report form part of this Annual Report.

Consolidated Sale of your Company for the financial year ended 31 March 2018 is Rs, 9,905.63 Crores vis-a-vis Rs, 9,232.30 Crores in the previous year, registering a growth of 7.3%. Consolidated Net Profit for the financial year ended 31 March 2018 is Rs, 1,004.23 Crores vis-a-vis Rs, 884.47 Crores in the previous year, registering a growth of 13.5%.

. Subsidiaries, Associates and Joint Ventures

Financial Performance

Significant Development during the year

During the year under review, the Company incorporated a wholly owned Subsidiary in Nepal under the name of Britannia Nepal Private Limited.

. Dividend

Your Board is pleased to recommend a dividend of 1250% which amounts to Rs, 25/- per share (face value Rs, 2 per share) for consideration and approval by the Members at the ensuing Annual General Meeting. The total dividend payout amounts to Rs, 361.84 Crores including dividend distribution tax of Rs, 61.70 Crores.

f. Reserves

Your Company has transferred an amount of Rs, 94.79 Crores to the General Reserve for the financial year ended 31 March 2018.

g. Share Capital

During the year under review, your Company has allotted 58,333 equity shares of Rs, 2 each upon exercise of 58,333 options under Employee Stock Option Scheme. Consequently, the paid up equity share capital of your Company has increased by Rs, 1,16,666 in the current year.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to Spread Delight

Your Companyâs oath to deliver a unique and ecstatic experience to its consumers, by maximizing on aspiration-worthiness, cost-effectiveness and quality has continued to be the guiding principle of operations. Guided by the Britannia Promise, the Management of your Company constantly assesses the current state of its products versus the desired state. The rigour and commitment behind product innovations which delivered new-to-market experiences is a testimony to the promise forming the core of your Company. This reflects your Companyâs performance in the market place as well. Several opportunities are in the pipeline and will be rolled out in the coming year, each delighting consumers and strengthening our brand credentials.

Your Company recognizes that it is only as good as the last product it has delivered to consumers. Keeping this in mind, all employees of your Company continuously challenge themselves to ensure that the products that reach consumers are not only superior to competitors in their design but they also reach them with consistently high quality. Consequently, each employee of your Company maintains market-place-vigilance on a regular basis and is effectively an independent market information source reporting back into a mechanism designed to identify and correct market place deficiencies; if any, quickly and comprehensively.

b. Supply Chain

Your Company has been focusing on developing a competitive edge in manufacturing by deploying Cost Efficiency and Operational Excellence Programs across the value chain.

Your Company increased capacity at its plants in Perundurai, Bidadi, Jhagadia and successfully commissioned the lines at the Greenfield facility in Guwahati. The lines at Mundra SEZ facility were commissioned in April 2018.

These initiatives have helped in creating the right capacity and capability using cost-efficient yet superior technology to meet the growing demand.

c. Environment, Health and Safety

Environment, Health and Safety are treated as core values at your Company In order to promote a Zero Accident culture, your Company has strengthened its work place systems and practices through several accident prevention programs. A structured program to review and assess risks at machine levels has been initiated across the Companyâs manufacturing units. The new unit at Perundurai was certified for compliance to OHSAS 18001 system requirements and the unit at Bidadi is expecting its certification shortly. All other units are already certified under the OHSAS 18001 standard. A central EHS steering committee reviews the overall strategy and the status of actions implemented across all factories, on a monthly basis. This year, the Khurda factory was recognized by the Government of Odisha for the longest accident free hours and lowest reportable accident record for the year 2016.

d. Quality Programs

Your Company continued the journey to excel in food safety and quality delivery to provide delightful, safe and compliant products to consumers in every pack. Global food safety standards compliance through American Institute of Baking (AIB) confirmed to six of the manufacturing units on the back of significant capability building programs and food safety initiatives in units. One of the manufacturing units successfully cleared the USFDA Audit. All the existing manufacturing units are now certified for the International Food Safety Standards ISO 22000 and new units are under the certification process.

Your Company has a robust Vendor Quality Assurance Program which ensures delivery of quality materials on the back of capable vendor selection and performance monitoring through regular audits.

You would be happy to know that your Companyâs âConsumer Care Cellâ is compliant to the âGlobal Standards on Customer Satisfaction & Guidelines on Complaint Handlingâ and it sustained the ISO 10002 certification during the year.

e. Research and Development (R&D)

Your Companyâs investment in building R&D capacity and capability has started delivering results with the launch of new-to-market innovations, renovation of existing products, product and packaging value engineering and building readiness for launch of new adjacent category products in coming years. This should steer the Company into becoming a âTotal Foods Companyâ.

A new to the market product âPure Magic Deuceâ developed with a very unique, delightful and indulgent combination of crispy, chocolaty, thin biscuit and melt in mouth moulded chocolate. Your Company also launched three premium and great tasting cookies i.e. Berries & Nuts, Choco & Nuts and Butter Almond under a new sub brand âGood Day Wonderfulâ. Good Day product range was further strengthened during the year with the launch of organoleptic superior Choco Almond and renovation of Cashew and Chocochips.

Your Companyâs journey to provide healthier choices to consumers continued with the launch of Nutrichoice Oats Chocolate and Almond made with goodness of whole wheat flour, oats and almond and delightful taste of choco chips. Your Company also launched a very tasty, chocolaty, fortified Milk Bikes Good Morning biscuits.

Your R&D team invested significantly to understand consumer expectations on cream sandwich category which led to development of organoleptically superior Treat Funky Choco and Treat Kool Vanilla.

Anemia among children is a big concern and to address this, micro-nutrients fortified and highly palatable biscuit delivering 50% RDA of Iron, Folic acid, Vit B1, B6 and B12 per serve has been developed for children. These biscuits are being distributed through Anganwadi program in North Karnataka district.

Your Company continued its work programs to optimize and reduce the usage of laminate and paper based products. You will be glad to know that your Companyâs Chemical and Mechanical testing laboratories are accredited now by the âNational

Accreditation Board for Testing and Calibration Laboratories (NABL) in accordance with ISO/IEC 17025:2005

f. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure âAâ to this Report.

g. Brands

The mother brand Britannia is a household name - it has been dominating the biscuit category for 100 years, over 70% of Indian households consume Britannia products, which becomes 80% in urban India and a staggering 90% in metros. The number of Britannia packs sold in a month is the same size as the population of the country! As a Company, our true pride comes from the fact that Britannia products are as loved and relished by a 2 year old as they are by an octogenarian, across the length and breadth of the country.

2017 was another year of solid business performance with robust growth on top line and bottom line. We further consolidated our market leadership by widening the gap between us and our next competitor.

For the mother brand and the flagship brands, 2017 was a defining year. This year, we took up the task of addressing certain consumer segments where Britanniaâs connection was not so strong. At the same time, we strengthened our connections with our core consumers. We managed to do both of these by firstly identifying which of our brands could have meaningful conversations with which consumer constituencies. As the sole custodians of each constituency, our brands then had to push themselves to get insightful understanding of their âmost valued consumerâ and develop messaging that is truly resonated with them.

In the process what emerged was our ability to address different consumers through different flagship brands and thereby enable the mother brand to come alive across the entire spectrum of consumers.

While Good Day spread optimism & happiness with families through its âSmile more for a Good Dayâ campaign, âSwasth Khao, Tan Mann Jagaoâ campaign of Marie Gold was focused on âfueling the everyday athletesâ in homemakers. Britannia Bourbon got youth together by being a âfulfilling snack for fulfilling friendshipsâ through its Bourbon Friends Forever (BFF) campaign, Treat inspired kids & tweens to have âfun in the middleâ of the mundane. Little Hearts on the other hand spoke the language of todayâs teens by urging them to âBreak

Some Heartsâ and have some fun through its Break Some Hearts campaign.

While Nutri Choice championed the âpower of a good choiceâ among health seeking adults through its âIt all starts with a good choiceâ campaign, Milk Bikis focused on kids nutrition by urging them to focus on every day through its âkalkeliyerozâ campaign. On the other end of the spectrum, Pure Magic brought an exciting proposition to indulgence lovers through the âItâs so Deuceâ campaign.

Not only were these brand ideas brought alive through thematic campaigns, some brands took it a step further into experiential activations such as #GoPlaces on Britannia Marie Gold, #The Great International Family Holiday campaign on Good Day and #MyMilkBikisMyExperiences on Milk Bikis and built solid connections with consumers.

The real magic in our successful campaigns has come from the fact that they spoke of higher order life truths almost as easily as they brought alive the consumption context for each product.

Good Day & Marie Gold have democratized their offering and successfully upgraded consumers by breaking the price point & pack barriers. Good Day also drove the agenda of premiumisation by adding new, more indulgent variants such as Good Day Chocolate at the top end.

Nutri Choice being the dominant player in the health biscuits segment has the onus of expanding this niche category by leading the agenda on healthy products. The brand did this successfully with products like Digestive Zero and Oats cookies which not only broke the barrier of perceived lack of taste in healthy biscuits, but also made them extremely accessible.

We focus on innovations in 2 ways - plugging gaps in existing portfolio and truly path breaking, new-to-market product formats. While there were many innovations done in 2017, Good Day Wonderfulls and Treat were our biggest successes from the perspective of plugging portfolio gaps. On Treat, we ensured a superior mix coupled with a differentiated positioning and personality. On Good Day Wonderfulls, we premiumized cookies and gave consumers a superior experience.

On the disruptive innovation front, our single biggest innovation of the year has been the launch of Pure Magic Deuce. We believe, it is the first disruptive innovation in biscuits as well over 8 years.

The product which combines a slab of chocolate with a crispy biscuit has been the biggest step yet towards bringing together the two categories of biscuit & chocolate and creating a bridge product which keeps the original identity of its constituents intact.

The market success of our 2017 innovations have fueled our appetite to have an audacious, ambitious and consistent innovation pipeline, going forward.

In 2017, we crafted a robust digital marketing strategy for Britannia. We began by laying down a structured approach to address specific brand objectives through the digital medium. The five key digital marketing objectives that were identified were premiumisation, driving thought leadership, strengthening health credentials, strengthening youth connect and building niche brands solely through the digital medium. The content strategy that followed has emerged from an in-depth understanding of the digital consumer and how content is consumed on various platforms.

We have therefore had many digital firsts this year-whether it was the Good Day campaign done from the point of view of a Royal Indian Guard, or our decision to make Little Hearts a digital-only brand with an edgy take on heartbreaks, or setting up a digital radio channel called âCampus Radioâ, in partnership with Gaana and Radio Mirchi, to enable everyday conversations with the younger audience. However, younger audience will continue to remain a challenge that we will work on innovatively over the next couple of years.

On our core bakery business, we will continue to see big gains from strengthening our core brands. At the same time, innovations will remain a focus area to tap into new consumer/consumption opportunities.

III. DIRECTORS

a. Appointment/Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Jehangir N Wadia, Non-Executive Director, retiring by rotation at the ensuing Annual General Meeting is eligible for reappointment.

During the year under review, the Board of Directors at their meeting held on 7 August 2017 appointed Mr. Keki Elavia as Additional and Independent Director of the Company w.e.f 7 August 2017 subject to approval of the Members.

The Securities and Exchange Board of India (âSEBIâ) vide its notification dated 9 May 2018 inserted Regulation 17(1A) to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) effective from 1 April

2019. Pursuant to the provisions of the Regulation 17(1A), the listed Company shall not appoint or continue the directorship of a person who has attained the age of 75 years unless special resolution is passed to that effect.

In this regard, the appointment of Mr. Keki Elavia who would attain the age of 75 years during his proposed term, is recommended to be approved by passing a special resolution.

Further, the Board of Directors at their Meeting held on 15 May 2018 recommended the continuation of Directorship of Mr. Nusli Wadia, Chairman who would attain age of 75 years in February 2019 and Mr. A.K Hirjee, Non-Executive Director who has attained the age of 75 years for Members approval by special resolution.

Mr. S.S Kelkar has attained the age of 75 (Seventy Five) years as on date and he has expressed his desire to step down from the Board during FY 2018 -19.

b. Directorsâ Responsibility

Pursuant to Section 134 (5) of the Companies Act,

2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(iv) The Annual Accounts are prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives has undertaken projects/programs in accordance with the CSR Policy The details of the CSR activities are given as Annexure âBâ forming part of this Report.

V EMPLOYEES

a. Key Managerial Personnel (KMP)

During the year under review, Mr. Rajesh Arora resigned from the position of Company Secretary w.e.f closing business hours of 30 June 2017.

The Board of Directors at their meeting held on 15 May 2018 appointed Mr. Jairaj Bham as Company Secretary and Compliance Officer of the Company w.e.f. 15 May 2018.

b. Particulars of Remuneration of Directors, KMPs and Employees

A statement containing the details of the Remuneration of Directors, KMPs and Employees as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure âCâ to this Report.

c. Particulars of Employees

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and financial statements are being sent to the Members and others entitled thereto, excluding the disclosure on particulars of employees. This is available for inspection by the Members at the Registered Office of your Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write an email to investorrelations@britindia. com.

d. Employee Stock Option Scheme (ESOS)

e. Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at work place. During the year, one complaint was received by the Company under anti-sexual harassment Policy and the same was resolved to the satisfaction of the Complainant.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2018 along with the Statutory Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI (LODR) Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November 2015, the âBusiness Responsibility Reportâ of the Company for FY 2017-18 is forming part of the Annual Report.

c. Extract of Annual Return

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013 read with the rules made thereunder, an extract of the Annual Return in Form MGT-9 is given as Annexure âEâ to this Report.

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in the Clause No. 8(c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as whole are given in the Clause No. 3(b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Remuneration Policy are given in the Clause No. 3(b) of the Corporate Governance Report.

g. Risk Management

h. Independent Directors

i. Board and Committees

The details of Board and its Committees are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made there under. In accordance with Ind AS-24, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

k. Public Deposits

l. Particulars of Investments, Loans and Guarantees

The particulars of Investments, Loans and Guarantees covered under the provisions of Section 186 of the Companies Act, 2013 read with the rules made there under are given in the Note No. 37, 38 and 39 of the Standalone Financial Statements.

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

n. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards.

VII. AUDITORS

a. Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants, (Firm Registration no. 101248W/W-100022) were appointed as Statutory Auditors of the Company by the Members at the 95 Annual General Meeting held on 12 August 2014 for a term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting.

The first proviso to Section 139 of the Companies Act, 2013 which provided for the ratification of appointment of the Statutory Auditors by the Members at every Annual General Meeting has been omitted by the Companies Amendment Act, 2017 w.ef 7 May 2018. Hence, the appointment of Statutory Auditors shall continue to be valid till the conclusion of the 5 consecutive Annual General Meetings and no ratification of appointment of Statutory Auditor is required at the ensuing AGM.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2017-18. The Secretarial Audit Report submitted by them is given as Annexure âFâ to this Report.

The Secretarial Auditors have qualified their report in respect of compliance of Section 203 of the Companies Act, 2013 for appointment of Company Secretary.

Boardâs explanation:

The Board at its Meeting held on 15 May 2018 appointed Mr. Jairaj Bham as Company Secretary and Compliance Officer of the Company w.e.f 15 May 2018.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (H) of the Management Discussion and Analysis Report.

IX. PENSION

In the suit filed by Britannia Industries Limited Pensioners Welfare Association (PWA), the Company received a judgement on 21 September 2015 from Honourable City Civil Court, Bangalore, in the matter of pension payable to its eligible beneficiaries. The Board of Directors of the Company reviewed the judgment and after obtaining legal opinion from eminent lawyers resolved to file an appeal in the higher court against the said judgment. Accordingly the Company as well as the Pension Funds appealed against the Honourable City Civil Courtâs judgment in the Honourable High Court of Karnataka. In response to the appeals filed, the Honourable High Court of Karnataka, in its order dated 18 December 2015, referred the matter to Bangalore Mediation Centre for exploring the possibilities of a settlement. The PWA through their legal counsel had submitted that they will not precipitate execution before the trial court during mediation.

As a result of the mediation process, a Memorandum of Settlement (MoS) dated 29 August 2016 was entered into between the PWA, the Company and Pension Funds. As per the terms of the MoS and the Decree passed by the Honourable High Court of Karnataka dated 18 October 2016, the Company, inter alia, filed an application with the Honourable High Court at Calcutta for obtaining approval to use the fixed deposit held in the name of Covenanted Staff Pension Fund (CSPF) and interest thereon. In response to the petition filed by the CSPF, the Honourable High Court

at Calcutta passed an order wherein it directed the CIT, Kolkata to consider the representations made by the PWA, the Company and Pension Funds.

On 9 January 2017, the CIT passed an order wherein, in continuation to the show cause notice dated

11 April 2007, the approval accorded to the CSPF was withdrawn w.e.f. AY 2003-04 in view of Rule 91(2) of the Income Tax Rules, 1962. The CSPF filed a Writ Petition with the Honourable High Court at Calcutta against the said order of CIT, Kolkata. On 3 February 2017, while admitting the Writ, the Honourable High Court at Calcutta did not pass any interim order or grant stay against the order of the CIT, Kolkata. Aggrieved by the same, the CSPF filed an appeal in the Division Bench of Calcutta High Court which was heard on 10 March 2017 and the Calcutta High Court granted the stay. However, it restrained the Company from encashing the fixed deposit of '' 12.12 Crores. It also directed the single bench of the Calcutta High Court to dispose off the Writ Petition expeditiously. On 28 August 2017, the single bench of the Calcutta High Court remanded back the matter to CIT, Kolkata for deciding the original show-cause notice and the reply thereto in accordance with law. CIT, Kolkata passed an order on 6 October 2017 withdrawing the

original show cause issued and revoking the earlier CIT order de-recognizing the Pension Fund.

The Company and Pension funds, since then, have settled the amount payable to eligible pensioners, who have submitted the required document, under the Memorandum of Settlement approved by the Honourable High Court of Karnataka.

Related matters have been dealt within Note No. 41 of the Standalone Financial Statements and Note No. 43 of the Consolidated Financial Statements, which are self-explanatory.

X. ACKNOWLEDGEMENTS

On behalf of the Board

Place: Mumbai Nusli N Wadia

Date: 15 May 2018 Chairman

(DIN No: 00015731)

Mar 31, 2017

The Directors present their Report together with the audited financial statements for the year ended 31 March 2017.

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

Rs. in Crores

Particulars	Year ended 31 March 2017	Year ended 31 March 2016
Sale of goods	8,581.55	7,880.56
Profit before tax	1,251.16	1,149.13
Profit after tax	843.69	763.31
Profit available for appropriation	1,979.86	1,509.34
Proposed dividend (including tax thereon)	317.75	288.80

b. Overview Of Company Performance

Your Company achieved a revenue growth of 8.9% and strengthened its market leadership in an environment which was impacted by sluggish category growths. While, we witnessed robust topline growth in the first half of the year, there was significant slowdown in the second half of the year post demonetization. Besides, growth in International Business also continued to be under pressure due to deteriorating geopolitical situation and currency fluctuations in geographies like Middle East, Africa and a general economic slowdown in certain key export markets. To minimize effects of this trend, your Company focused on:

(i) Strengthening distribution by enhancing direct reach which now stands in excess of 1.5 million outlets;

(ii) Driving the rural and weak state agenda and gaining market share while achieving double digit growth;

(iii) Building new capabilities and driving innovation which resulted in many new launches and re-launches in the form of Good Day Nuts Cookies, NutriChoice Oat Cookies, 50-50 Mathri Masti, Good Day Chocochips and so on which were well received by Consumers;

(iv) Finalising plans for expansion in export markets.

Your Company also encountered a very volatile commodity environment during the year and witnessed significant price rise in key commodities. While, your Company actioned requisite price increases, the primary focus was on accelerating its Cost Efficiency Program through scale in operations, technology interventions, wastage reduction in the value chain, optimized advertising spends and fixed costs leverage. This helped your Company achieve a profit growth of 10.5% and sustain its profitability while ensuring competitiveness in the market place.

Your Company has been actively working on realising untapped opportunities in the bakery business as well as in the adjacent macro snacking space. To this end, your Company entered into a Joint Venture Agreement with Chipita S. A, a Greek Company, for manufacture and sale of ready-to-eat filled croissants which is a very large category in certain countries demographically similar to India. Your Company shall continue to scout for many such profitable growth opportunities to ensure that it stays ahead of the market while transforming itself into a total Foods Company.

c. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of the Companies Act, 2013 read with rules made thereunder and applicable Accounting Standards along with the Auditorâs Report form part of this Annual Report.

Consolidated Sale of your Company for the financial year ended 31 March 2017 is Rs.9,232.30 Crores vis-a-vis Rs.8,554.36 Crores in the previous year, registering a growth of 7.9%. Consolidated Net Profit for the financial year ended 31 March 2017 is Rs.884.61 Crores vis-a-vis Rs.824.58 Crores in the previous year, registering a growth of 7.3%.

d. Subsidiaries, Associates and Joint Ventures Financial Performance

Significant Developments during the year

Demerger: The Manufacturing and Retail Sales Business of Daily Bread Gourmet Foods (India) Private Limited has been demerged into Britannia Industries Limited after obtaining necessary approvals from High Court of Karnataka and High Court at Calcutta.

Acquisition: Your Company acquired 26% stake in Sunandaram Foods Private Limited, a cake manufacturing unit in Assam.

Joint Venture: Your Company entered into a Joint Venture Agreement with Chipita S. A, a Greek Company, for the purpose of manufacture and sale of ready-to-eat filled croissants through a Joint Venture Company in India namely âBritchip Foods Limitedâ. Your Company will hold 60% and Chipita will hold 40% of share capital of Britchip Foods Limited.

e. Dividend

Your Board is pleased to recommend a dividend of 1100% which amounts to Rs.22/-per share (face value Rs.2 per share) for consideration and approval by the Members at the ensuing Annual General Meeting. The total dividend payout amounts to Rs.317.75 Crores including dividend distribution tax of Rs.53.75 Crores.

f. Reserves

Your Company has transferred an amount of Rs.84.37 Crores to the General Reserve for the financial year ended 31 March 2017.

g. Share Capital

During the year under review, your Company has allotted 25,000 equity shares of Rs.2 each upon exercise of 25,000 options under Employee Stock Option Scheme. Consequently, the paid up equity share capital of your Company has increased by Rs.50,000 in the current year.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to Spread Delight

Your Companyâs oath to deliver a unique and ecstatic experience to its consumers, by maximizing on aspiration-worthiness, cost-effectiveness and quality has continued to be the guiding principle of operations. Guided by the Britannia Promise, the Management of your Company constantly assesses the current state of its products versus the desired state. The rigour and commitment behind product innovations which delivered new-to-market experiences is a testimony to the promise forming the core of your Company This reflects your Companyâs performance in the market place as well. Several opportunities are in the pipeline and will be rolled out in the coming year, each delighting consumers and strengthening our brand credentials.

b. Supply Chain

Your Company has been focusing on developing a competitive edge in manufacturing by deploying Cost Efficiency and Operational Excellence Programs across the value chain.

Your Company expanded its capacity during the year across five locations, interalia including, a state-of-the-art imported Cream biscuit line, an imported Speciality Cookie line and the first in-house Rusk Plant. Your Company has increased its operating control on capacity with the commissioning of these new production lines. Further, one Greenfield Plant is under way in Assam and two more are planned for Project startup in FY 2017-18. To improve your Companyâs competitiveness in the International market, a Greenfield Project at Mundra Special Economic Zone, is being put up and is expected to commission in the coming year.

These initiatives have helped in creating the right capacity and capability using cost-efficient yet superior technology to meet the growing demand and rising consumer expectations. With the ever increasing challenges in supply chain planning, especially during the period of demonetization, your Company could manage the volatility in demand by effectively deploying various IT tools to cater to the service levels at an optimum cost.

c. Environment, Health and Safety

Environment, Health and Safety are treated as core values at your Company. Promoting a Zero Accident culture, your Company has strengthened its workplace systems and practices through several accident prevention programs. Further, your Company has also introduced site level performance indicators (Lead, Lag and System related) to promote a positive and proactive culture at work place. During FY 2016-17, all the manufacturing units of your Company have successfully undertaken OHSAS 18001:2007 certification. Your Company also extended safety programs at its depots covering fire, electrical and operational safety

d. Quality Programs

Your Company is committed to provide safe, compliant and consistently better quality products to delight consumers. Your Company started its journey to excel in Food Safety and Quality Standards by building American Institute of Baking (AIB) roadmap through capability enhancement in core teams followed by rigorous internal programs. In this initial phase of AIB roadmap, two of Britanniaâs Biscuit units have successfully cleared external AIB inspection. The journey will continue in coming years to build global standards in Food Safety and Quality for your Company

You would be happy to know that all biscuits, cake and rusk manufacturing units are ISO 22000 certified and new units are under certification process. Your Company continued risk assessment based supplier quality assurance programs and carried out rigorous vendor audits for key raw and packaging materials to ensure input material quality Rigorous in-market delivered quality assessment programs helped deliver quality products to consumers.

You would be happy to know that your Companyâs consumer care cell is now compliant to the âGlobal Standards on Customer Satisfaction & Guidelines on Complaint Handlingâ and it has been awarded with ISO 10002 certification.

e. Research and Development (R&D)

You will be glad to know that your Companyâs new R&D centre near Bangalore received approval from Department of Scientific and Industrial Research. This centre is now fully operational with enhanced capabilities for the core as well as future adjacent product categories which will help in innovating faster with superior product experience delivery

During FY 2016-17, R&D team developed for market launch, a new differentiated product âCake Biscottiâ. Your Company also expanded its presence in the Veg Cake portfolio with the launch of âVeg Choco Cakeâ. Your R&D team developed delightful and organoleptic superior âGood Day Choco Chipsâ and âGood Day Nuts Cookieâ, which received very favourable response from the consumers.

Your Company has further strengthened Health and Wellness portfolio with the launch of âNutrichoice Digestive Zeroâ made with whole wheat flour and no added sugar and âNutrichoice Oatsâ in two delightful variants, Orange and Almond & Milk. Launch of â50-50 Mathri Mastiâ embarked into a new territory of cracker-snacks with the taste profile of Indian ethnic snack Mathri.

Your Companyâs R&D team continued to work on building cost competitiveness based on value engineering for product and packaging and has also built a robust pipeline for the next year.

Re-engineering of packaging laminate and paper based packaging continued and rolled out during the year leading to use of less plastic and paper. Your R&D team built strategic partnership with global leaders in core areas of interest like Chocolate, Taste Tool boxes and Health & Wellness.

f. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of energy conservation, technology absorption, foreign exchange earnings and outgo in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure âAâ to this Report.

g. Brands

Brands provide your Company a competitive edge and hence keeping them vibrant, relevant and the preferred choice of consumers is paramount. FY 2016-17 saw a slew of new initiatives - big renovations, innovations, promotions, activations and advertisements which kept your Companyâs brands salient in the consumers minds.

FY 2016- 17 witnessed subdued consumer demand, especially in the later part of the year. In view of this, your Company invested in strengthening consumer demand through some focused brand campaigns and activations. Your Company also consolidated product portfolios to bring in efficiencies of scale and accelerated the launch of innovative products and variants across the product portfolio.

The key campaigns executed by your Company were on Good Day, Marie Gold, Milk Bikis, 50-50 and NutriChoice Oats cookies. These campaigns delivered rich returns for the brands.

Your Company brought on board two popular Bollywood Celebrities to endorse its brands - Farhan Akhtar for NutriChoice and Deepika Padukone for Good Day. Both celebrity endorsements have helped the brands to strike a chord with their target audience, as measured by increase in saliency of these brands.

Your Company invested in movie marketing tie ups to promote its brands. The key among them were Milk Bikis and Cheese tie up with the popular animated movie Ice Age, Milk Bikisâs tie up with Tamil movie Passanga starring popular Tamil actor, Suriya and Muffilâs tie up with the animated movie Kungfu Panda which was immensely popular with kids. Your Company also tied up with two IPL teams to create consumer excitement and engagement with its brands, Good Day and 50-50.

Your Company carried out a large scale consolidation of its Top and Time Pass brands with the 50-50 brand portfolio. The key reason was that 50-50 enjoys a high preference amongst its consumers in comparison to its competition. Hence, migrating the smaller brand portfolios of Top and Time Pass into 50-50 would have a positive rub off on them and strengthen our play in the (savory) snacking category.

Your Company launched a host of new-to-market taste experiences across its product portfolio- some of the key ones being Good Day 3 Nuts cookie, Good Day Choco chip cookie, NutriChoice Digestive Zero, Oats cookies and 50-50 Mathri Masti. These innovations are performing well in the market and your Company is continuing to invest behind growing them.

During the year under review, your Company ensured to protect consumer value and has enhanced its competitive edge in the market. This has helped your Company to retain market leadership through FY 2016-17.

Your Company won accolades and recognition at prestigious Marketing Forums in the country. It won the Pitch CMO Summit Award for âBest Use of Mediaâ. The flagship brand Good Day won three medals at the prestigious Advertising & Marketing, Abbyâs Awards.

Your Company will renew its vigor on renovation, innovation, communication, activation and as a result, increase consumer engagement which will continue to hold your Companyâs growth in good stead in the years to come.

III. DIRECTORS

a. Appointment/Re-Appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. A.K Hirjee, Non-Executive Director, retiring by rotation at the ensuing Annual General Meeting is eligible for reappointment.

During the year under review, the Board of Directors at their meeting held on 13 February 2017 appointed Dr. Ajay Shah and Dr. Y.S.P Thorat as Additional and Independent Directors of the Company w.e.f 13 February 2017 subject to approval of the Members.

Mr. Nasser Munjee, Director of the Company resigned at the Nomination and Remuneration Committee Meeting prior to the Board meeting of your Company on 25 May 2017 to be given effect immediately on the conclusion of the Board meeting. In his letter to the Chairman of the Board, Mr. Munjee stated that âmy continuance on the Britannia Board is no longer compatible with my activities in the Tata Group. Unfortunately, this has arisen from the events that we all witnessed over the last few monthsâ. âYour questioning my independence on the Boards of Tata Companies and specifically writing to SEBI has also complicated mattersâ. âThere have been consequences of this and matters are truly out of my handsâ.

The Chairman while responding to Mr. Munjee informed him that he did not understand the relevance of the statement âmy continuance on the Britannia Board is no longer compatible with my activities in the Tata Group. Unfortunately, this has arisen from the events that we all witnessed over the last few monthsâ. He stated that he and the Wadia Group as Promoters of Britannia Industries Limited repeatedly asked and wished him to continue on the Board and that his continued contribution as an Independent Director would in no way be affected by his Directorships at Tatas. He also informed him that the pressures that he was under were solely from the Tatas and not from Wadia Group.

The Directors of your Company are of the opinion that the reasons stated by Mr. Munjee for his resignation from the Board are neither germane nor relevant to Britannia.

The Board while accepting the resignation of Mr. Munjee, appreciated and placed on record the valuable contribution made by him during his tenure as an Independent Director as well as Chairman of the Audit Committee and Risk Management Committee.

b. Directorsâ Responsibility

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(iv) The Annual Accounts are prepared on a going concern basis;

(v) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultant(s) and the reviews made by the Management and the relevant Board Committees including the Audit Committee and Risk Management Committee, the Board is of the opinion that the Companyâs internal financial controls were adequate and operationally effective during FY 2016-17.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

V. EMPLOYEES

a. Key Managerial Personnel (KMP)

During the year under review, Mr. Amlan Datta Majumdar resigned from the position of Chief Financial Officer and Key Managerial Personnel w.e.f closing business hours of 30 November 2016 and Mr. N Venkataraman has been appointed as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f 1 December 2016.

Mr. Rajesh Arora resigned from the position of Company Secretary and Key Managerial Personnel of the Company w.e.f closing business hours of 30 June 2017.

b. Particulars of Remuneration of Directors, KMPs and Employees

c. Particulars of Employees

d. Employee Stock Option Scheme (ESOS)

e. Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There was no case of sexual harassment reported during the year under review.

f. Britanniaâs Transformative HR Practices

(i) âBritannia for Britanniansâ

People are the pillar of any organization and your Company is no exception to this. The talented and committed people of your Company have been the architects of its success and reputation which in turn has attracted new talent. This virtuous cycle has ensured that the skill and capability to successfully steer a Company as large as yours is ever present and improving. Your Company termed this virtuous cycle as âBritannia for Britanniansâ a term that is self-explanatory. Today, about 80% of your Companyâs senior management team comprises of people promoted from within which is an industry benchmark according to experts.

(ii) Britannia âYoung Manager Councilâ

In order to build an inclusive work culture and young future leaders, your Company has created a âYoung Manager Councilâ consisting of employees who are less than 30 years of age. The young Managers council is a way for the management to understand youth of the country. The idea behind this initiative is to encourage young managers /management trainees/ new joinees to provide input to the organization on food & snacking habits and preferences of the youth so that Company can develop products accordingly. The young managers provide feedback on current market trends through their distinctive lens. This helps us stay in tune with the changing preferences in palates and their dynamic lifestyles while it keeps them intricately involved in new product launches right from the R&D stage till the launch.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2017 along with the Statutory Auditorâs Certificate on compliance with the provisions of corporate governance under SEBI (Listing Obligation and Disclosure Requirements (âLODRâ)) Regulations, 2015 is forming part of the Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI (LODR) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/10/2015 dated 4 November 2015, the âBusiness Responsibility Reportâ (BRR) of the Company for FY 2016-17 is forming part of the Annual Report.

c. Extract of Annual Return

d. Whistle Blower Policy

The details of Whistle Blower Policy are given in the Clause No. 8(c) of the Corporate Governance Report.

e. Board Evaluation

The details of evaluation of Directors, Committees and Board as whole are given in the Clause No. 3(b) of the Corporate Governance Report.

f. Remuneration Policy

The details of the Remuneration Policy are given in the Clause No. 3(b) of the Corporate Governance Report.

g. Risk Management

Your Company has a well defined risk management framework in place and a robust organizational structure for managing and reporting risks. Your Company has constituted a Committee of the Board to monitor and review risk management plan. Risk management process has been established across your Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives.

h. Independent Directors

i. Board and Committees

The details of Board and its Committees are given in Clause No. 2 and 3 of the Corporate Governance Report.

j. Related Party Transactions

The framework for dealing with related party transactions is given in Clause no. 8(a) of the Corporate Governance Report.

During the year, your Company had not entered into any contract / arrangement / transactions with Related Parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. In accordance with Ind AS - 24, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

k. Public Deposits

l. Particulars of Investments, Loans and Guarantees

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the operations of the Company in future.

VII. AUDITORS

a. Statutory Auditors

M/s. B S R & Co. LLP, Chartered Accountants were appointed as Statutory Auditors of the Company by the members at the 95 Annual General Meeting held on 12 August 2014 for a term of 5 consecutive years subject to ratification by the Members at every Annual General Meeting.

Accordingly, the Board recommends ratification of the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for FY 2016-17. The Secretarial Audit Report submitted by them is given as Annexure âFâ to this Report.

VIII. INTERNAL FINANCIAL CONTROLS

The details of adequacy of Internal Financial Controls are given in Clause (H) of the Management Discussion and Analysis Report.

IX. PENSION

In the suit filed by Britannia Industries Limited Pensioners Welfare Association (PWA), the Company received a judgement on 21 September 2015 from Honâble City Civil Court, Bangalore, in the matter of pension payable to its eligible beneficiaries. The Board of Directors of the Company reviewed the judgement and after obtaining legal opinion from eminent lawyers resolved to file an appeal in the higher court against the said judgement. Accordingly, the Company has appealed against the Honâble City Civil Courtâs judgement in the Honâble High Court of Karnataka. In response to the appeal filed, the Honâble High Court of Karnataka in its order dated 18 December 2015 referred the matter to Bangalore Mediation Centre for exploring the possibilities of settlement. The PWA through their legal counsel had submitted that they will not precipitate execution before the trial court during mediation.

As a result of the mediation process, a Memorandum of Settlement (âMoSâ) dated 29 August 2016 was entered into between the PWA, the Company and Trust Funds. As per terms of the MoS and the Decree passed by the Honâble High Court of Karnataka dated 18 October 2016, the Covenanted Staff Pension Fund Trust inter alia, filed an application with the Honâble High Court at Calcutta for obtaining approval to use the fixed deposit held in the name of the Trust and interest thereon. In response to the petition filed by the Company, the Honâble High Court at Calcutta passed an order directing CIT, Kolkata to consider the representations made by PWA and the Company.

On 9 January 2017, the CIT passed an order withdrawing the approval accorded to Britannia Industries Covenanted Staff Pension Fund (Trust Fund) w.e.f. A.Y. 2003-04. The Trust Fund filed a Writ petition with the Honâble High Court at Calcutta against the said order of CIT, Kolkata. On 3 February 2017, while admitting the writ, the Honâble High Court at Calcutta did not pass any interim order/grant stay against the impugned order of the CIT. Aggrieved by the same, the Trust Fund filed an appeal in the Division Bench of Calcutta High Court which was heard on 10 March 2017. The Honâble High Court granted the stay, however, restrained the Company from encashing the fixed deposit of Rs.12.12 Crores till the final disposal of the writ petition and further directed the single bench of the High Court at Calcutta to dispose of the writ petition as expeditiously as possible. The matter is currently pending before the single bench of High Court at Calcutta.

Related matters have been dealt within Note No. 41 of the Standalone Financial Statements and Note No. 43 of the Consolidated Financial Statements, which are self-explanatory.

X. ACKNOWLEDGEMENTS

On behalf of the Board

Place: Mumbai Nusli N Wadia

Date: 30 June 2017 Chairman

(DIN No: 00015731)

Mar 31, 2015

Dear Members,

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2015.

1. FINANCIAL RESULTS

Rs. in crores

Particulars Year ended Year ended 31 March 15 31 March 14

Sale of Products 7,269.26 6,347.85

Other Operating 75.53 75.30

Revenues

Other Income 87.53 34.82

Profit from Operations 654.23 533.24

(PBT before other income, finance costs and exceptional items)

Profit before exceptional 740.55 562.62 items and tax

Exceptional Items* 42.06 (20.00)

Profit Before Tax 882.61 542.62

Less: Tax Expense 260.20 172.79

Net Profit 622.41 369.83

Add: Profit brought 491.15 326.89 forward

Profit available for 1,113.56 696.72 appropriation

Less: Proposed Dividend 191.88 143.91

Less: Tax on Proposed 39.06 24.46 Dividend

Less: Dividend - 0.22 (including tax on dividend) on equity shares issued under ESOS after the year end

Less: Transfer to General 62.24 36.98 Reserve

Less: Additional 9.31 - depreciation due to revision in useful life of Fixed Assets as per Companies Act, 2013 (Net of Deferred tax)

Balance carried forward 811.07 491.15 to Balance Sheet

Net Cash Flow from 515.33 614.51 Operating Activities

* Includes profit on sale of land & building of Rs. 159.92 crores, provision for diminution in value of investments in Daily Bread Gourmet Foods (India) Private Limited of Rs. 4 crores and Voluntary Retirement Scheme ("VRS") related cost to all workmen at Delhi factory of Rs. 13.86 crores.

2. OVERVIEW OF COMPANY PERFORMANCE

In an economic environment, wherein revenue growth in the FMCG sector has slowed down, your Company achieved a sales growth of 14.5% and added Rs. 921.41 crores to sales. Profit from operations increased 22.7% from Rs. 533.24 crores to Rs.654.23 crores. Earnings per share (of Rs. 2/- each) increased from Rs. 30.87 to Rs. 51.90.

During the year, your Company focused on product innovation, brand building and distribution to grow faster than the market. Your Company's brands have become iconic over time due to a combination of superior product and endearing communication.

Your Company's focus on building new capabilities and a robust pipeline of innovation resulted in new launches in the form of NutriChoice Heavens, Good Day Chunkies and Britannia Nut n Raisin Romance Cake. Coupled with leading edge go -to -market approaches, these innovations tap new sources of growth and profitable revenue, while building brand differentiation and relevance.

Your Company is focused to balance cost, quality and aspiration in its brand for consumer affordability at every price point. Cost effectiveness has been a key pillar of your Company's value creation strategy and this was achieved through scale in operations, technology interventions, complexity and wastage reduction in the value chain along with efficient management of working capital. Your Company will continue and intensify the thrust on cost effectiveness in the coming year as well.

3. DIVIDEND

The Board of Directors are pleased to recommend a dividend of 800% on the paid up equity share capital of the Company, which amounts to Rs. 16/- per share, for consideration and approval by the Members at the Annual General Meeting. The total payout amounts to Rs. 230.94 crores including dividend distribution tax of Rs. 39.06 crores.

4. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 - "Consolidated Financial Statements", prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements reflect the results of the Company and those of its Subsidiaries and Associates. As required by Clause 32 of the Listing Agreement the Audited Consolidated Financial Statements together with the Independent Auditor's Report thereon are annexed and form part of this Annual Report.

Consolidated Sale of Products of your Company for the year ended 31 March 2015 was Rs. 7,944.18 crores compared with Rs. 6,945.52 crores in the previous year, a growth of 14.4%. Consolidated Net Profit for the year ended 31 March 2015 was Rs.688.64 crores compared with Rs. 395.35 crores in the previous year, a growth of 74.2%. Rs. in crores Year ended Year ended Particulars 31 March 15 31 March 14

Sale of Products 7,944.18 6,945.52

Other Operating Revenues 83.33 83.39

Other income 87.96 33.59

Profit from Operations (PBT before other income 719.43 544.02 and finance costs)

Profit Before Tax 949.59 569.32

Net Profit 688.64 395.35

SUBSIDIARIES & ASSOCIATES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of our Subsidiaries and Associates in the prescribed format AOC-1 has been annexed and forming part of this Report.

The statement provides the details of performance, financial position of each of the Subsidiaries and Associates. Your Company does not have any Material Subsidiary (as defined under the Listing Agreement) as on 31 March 2015.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each Subsidiary, are available on our website: www.britannia.co.in.

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries and Associates of your Company:

Britannia Dairy Private Limited (BDPL)

The Dairy business of your Company was favourably impacted by moderate inflation in milk price during the year and the business grew profitably by focusing on value added products and ensuring higher realization. The business registered a turnover of Rs. 329.48 crores compared to Rs. 299.32 crores in the previous year, a growth of 10.1% and achieved a Net Profit of Rs. 29.47 crores compared to Rs. 10.67crores in the previous year, a growth of 176.2%.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer of premium gourmet bakery products, including specialty breads, cakes, pastries and cookies. Its operations are largely confined to Bangalore. The turnover (net sale of products) of Daily Bread was Rs. 15.75 crores during the year, compared with Rs. 19.94 crores in the previous year. Loss for the year was Rs. 3.50 crores compared to Rs. 3.30 crores in the previous year. Strategic Food International Co. LLC, Dubai (SFIC) SFIC sales increased by 22.9% at AED 19.86 crores (Rs. 330.65 crores) compared with AED 16.16 crores (Rs. 265.71 crores) for the previous year. SFIC posted a net profit of AED 1.94 crores (Rs. 32.34 crores) as compared to AED 0.29 crores (Rs. 4.74 crores) in the previous year. Continued focus on product mix, productivity improvement and cost efficiencies helped to drive a profitable growth.

Al Sallan Food Industries Co. SAOC (ASFI)

ASFI sales are primarily to SFIC and for the year ended 31 March 2015 closed at RO 1.02 crores (Rs. 162.20 crores) as compared to RO 0.86 crores (Rs. 135.30 crores) for the previous year. It posted a net profit of RO 0.20 lakhs (Rs. 0.32 crores) against a loss of RO 2.13 lakhs (Rs. 3.34 crores) in the previous year.

Britannia and Associates (Mauritius) Private Limited, Mauritius (BAMPL)

BAMPL, a Company formed in Mauritius is a wholly-owned subsidiary of your Company, is the holding Company of Britannia and Associates (Dubai) Private Company Limited, a Jebel Ali Free Zone Offshore Company, which in turn holds investments in Strategic Food International Co. LLC, Dubai, Al Sallan Food Industries Co. SAOC, Oman and Strategic Brands Holding Company Limited, Dubai, a Jebel Ali Free Zone Offshore Company.

The combined revenue and loss of holding companies for the year ended 31 March 2015 was USD 0.08 crores (Rs. 5.08 crores) and USD 0.002 crores (Rs. 0.14 crores) compared to USD 0.13 crores (Rs. 7.69 crores) and profit of USD 0.005 crores (Rs. 0.30 crores) respectively in the previous year.

Britannia Dairy Holdings Private Limited, Mauritius (BDH)

BDH, a Company formed in Mauritius is a wholly- owned subsidiary of your Company. BDH holds certain trademarks relating to the Dairy business of your Company. BDH is not engaged in any commercial activity.

Investment Companies

Boribunder Finance and Investments Private Limited (Boribunder), Flora Investments Company Private Limited (Flora) and Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment Subsidiaries of your Company.

The combined revenue and profit of the Investment Subsidiaries for the year ended 31 March 2015 was Nil and Rs. 0.17 crores respectively.

Further, pursuant to Section 2(87) of the Companies Act, 2013, the following Companies engaged in manufacturing of biscuits at various locations are also Subsidiaries of your Company. The Revenue from Operations / Net Sales and Net Profit of the said Subsidiaries for the year ended 31 March 2015 are as under:

Rs. in crores

Revenue from Name of Subsidiary Operations/ Net Profit Net Sales

International Bakery Products Limited 25.94 (0.82)

J B Mangharam Foods Private Limited 25.44 0.02

Manna Foods Private Limited 41.48 1.26

Ganges Vally Foods Private Limited 20.96 0.10

Sunrise Biscuit Company Private Limited 147.09 0.22

Welfare Companies

Britannia Employees General Welfare Association Private Limited, Britannia Employees Educational Welfare Association Private Limited and Britannia Employees Medical Welfare Association Private Limited are three of the other Subsidiaries of your Company. These are Companies limited by guarantee, with no share capital and have been set up for general, educational and medical welfare of the employees of your Company. They are not engaged in any commercial activity.

Besides the above, there are two other Subsidiary Companies namely, (i) Vasana Agrex and Herbs Private Limited and (ii) Snacko Bisc Private Limited. They are not engaged in any commercial activity. The financial details of these Companies are forming part of this Report.

There are two Associate Companies namely, (i) Klassik Foods Private Limited and (ii) Nalanda Biscuits Company Limited. The financial details of these Companies are forming part of this Report.

5. RESERVES

Your Company has transferred an amount of Rs. 62.24 crores to the General Reserve for the Financial Year ended 31 March 2015.

6. SHARE CAPITAL

The paid up Equity Share Capital of the Company as on 31 March 2015 was Rs. 23.99 crores. There has been no change in the Equity Share Capital of the Company during the year.

7. PUBLIC DEPOSITS

The Company has neither accepted nor renewed any deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the year.

8. THE BRITANNIA PROMISE TO SPREAD DELIGHT

Your Company's oath to deliver a unique and ecstatic experience to its consumers, by maximizing on aspiration-worthiness, cost-effectiveness and quality has continued to be the guiding principle of operations. Guided by the Britannia Promise, the Management of your Company constantly assesses the current state of our products versus the desired state. The rigour and commitment behind product innovations which delivered new -to -market experiences is testimony to the promise being at the core of our being. This reflects in our performance in the market place as well. Several opportunities are in the pipeline and will be rolled out in the coming year, each delighting consumers and strengthening our brand credentials.

Your Company recognizes that it is only as good as the last product it has delivered to consumers. Keeping this in mind, all employees of your Company continuously challenge themselves to ensure that the products that reach consumers are not only superior to competitors in their design but they also reach them with consistently high quality. Consequently, each employee of your Company maintains market-place-vigilance on a regular basis and is effectively an independent market information source reporting back into a mechanism designed to identify and correct market place deficiencies quickly and comprehensively.

9. BRANDS

Brands are your Company's competitive edge and hence keeping them vibrant and relevant is paramount. The year 2014-15 saw a slew of new initiatives - big innovations, renovations, promotions, activations and advertising which kept your Company's brands salient in the Indian Consumer's minds.

The year 2014-15 saw subdued consumer sentiment on account of economic slowdown, but your Company created excitement with its brand, in addition to delivering good quality consistently to achieve its goals. Big strategic shifts were made to augment its media presence along with building strong associations in the field of Cricket and Cinema to touch every Indian's heart. The Company also took big strides in the Digital space by associating with leaders in E-Commerce and by expanding its own digital footprint to help reach and connect with the growing base of our digital savvy consumers.

Your Company's pillar brands - Good Day, NutriChoice, MarieGold, 50-50 and Milk Bikis continued their strong growth through product superiority, impactful advertising, activations and by staying price- competitive.

The two biggest strength areas of your Company - Indulgence and Health saw heightened activity. The year 2014-15 saw a renewed vigour with which your Company focused on regaining thought leadership by bringing "first of its kind" organoleptically superior offerings into the market. Good Day Chunkies brought the world's best cookie experience to India and NutriChoice Heavens made Health more delightful. IPL partnerships and activations, competitive pricing strategy and new advertising initiatives also made sure that our brands Good Day and NutriChoice continued their leadership within their respective categories. The year also saw the relaunch of the Company's iconic Bourbon.

Your Company's parent brand "Britannia" strengthened its consumer connect by associating with big properties like Filmfare and Cricket. These properties also helped build stature for the Company, setting it apart from the rest of the competition in the category.

With the Britannia Promise as the North Star, your Company feels confident that impactful innovations and renovations will continue to fuel the Company's growth in the years to come.

10. SUPPLY CHAIN AND MANUFACTURING OPERATIONS

Your Company has been focusing on developing a competitive edge in manufacturing by deploying Cost Efficiency and Operational Excellence programs across the value chain and is also working on scaling up some of the existing manufacturing units.

Your Company increased operating control on capacity with the successful completion of Jhagadia Factory expansion and acquisition of a Contract Manufacturing unit in Chennai. Two more Greenfield factories are under construction in Perundurai, Tamil Nadu and Bidadi, near Bangalore which are scheduled to be commissioned in Financial Year 2015-16. Your Company has successfully installed and commissioned a state-of-the-art biscuit line in Gwalior Factory and has rolled out NutriChoice Heavens and Good Day Chunkies (Innovation products) in the market. All these have helped in creating the right capacity and capability with superior technology to meet the growing demand and rising consumer expectation. The APO Planning tool has been further consolidated with focus on integrating the challenging demand-supply scenario with optimum inventory management to better serve the market. In the area of logistics the focus was on execution effectiveness, reduction in the distance travelled for products and optimum space utilization for higher throughput.

11. QUALITY PROGRAMS

Your Company is committed to provide superior quality and safe products of better nutritional value to consumers. Your Company continued to work to enhance delivered product quality by building superior product design, manufacturing excellence and structured quality programs. You will be pleased to know that your Company continued the quality excellence journey by building capability for international quality standards, product quality sustenance programs and focus on driving the quality culture.

Three of your factories (Manna Foods Private Limited, Madurai, J B Mangharam Foods Private Limited, Gwalior and Britannia Industries Limited, Jhagadia) were recognized for excellence in quality by CII and were recipients of National Award for Food Safety-2014.

12. RESEARCH AND DEVELOPMENT (R&D)

Your Company's Research and Development (R&D) team continues to play a very vital role in your Company's goal to deliver profitable growth by developing superior organoleptic products, while keeping the focus on value engineering of the product and packaging. This year was marked with various new launches and restage of two pillar brands - Tiger Glucose and Bourbon biscuits. The R&D team developed truly differentiated, highly indulgent and best tasting "Good Day Chunkies" with 30% melting chocolate chips and range of healthier cookies "NutriChoice Heavens" made with oats, cranberry, almond and banana. The packaging team delivered differentiated packaging for these innovations in the market with embossed cartons for better shelf display and premium appeal. Your Company has been working in the area of micronutrient deficiencies in the population through its micronutrient fortified products. Special iron and folic acid fortified biscuit was developed earlier to address the iron deficiency anemia in children. In partnership with BAIF Development Research Foundation, these biscuits were fed to children as a part of nutrition intervention program in rural Karnataka and a significant reduction in the prevalence of anemia was observed after the intervention and these results have been published in Indian Journal of Pediatrics, March 2015 issue.

You will be pleased to know that your Company has invested significantly in R&D and strengthened the teams with recruitment of talented resources and initiated construction of a new state-of-the-art R&D centre in Bangalore. These should help your Company to steer ahead in disruptive innovation while significantly revamping the existing portfolio.

13. INFORMATION TECHNOLOGY (IT)

IT systems are the backbone which support timely decisions through conversion of data into actionable information. During 2014-15, your Company started realizing the benefits of handheld application, enabling the sales team to plan and expand direct coverage. Your Company has successfully rolled out application for capturing outlets covered by Rural Preferred distributors and also consolidated some of the finance activities like customer claims / vendor payments in line with global trends.

In 2015-16, your Company plans to enhance analytical capabilities by introducing HANA (in-memory computing platform) in areas like sales/ marketing and finance which will support real- time operations, smarter decision making and deliver better business results. Your Company is also looking at centralizing / consolidating other activities in line with global trends, which will help in increasing flexibility to respond to market changes.

14. ENVIRONMENT AND SAFETY

Energy conservation and the use of clean fuels continue to be a priority area for your Company. A focused Energy Program has been established with a view to carry out specific initiatives in the field of Energy Efficiency and Conservation. Centralization of Oven Controls leading to substantial savings in energy has been initiated in the last year and is expected to be completed in all factories by 2015-16.

Environment, Health and Safety are treated as core values at your Company Your Company has strengthened its workplace systems and practices as a part of ZERO accident culture through several accident prevention programs and has introduced site level performance indicators which include (Lead, Lag and System related) to promote a positive and proactive culture at work place. Your Company focused on continual improvement programs at units through KAIZEN and Safety improvement initiatives. Your Company also extended safety programs at depots covering fire, electrical and operational safety

Your Company initiated several activities as part of employee engagement in safety management which is detailed below:

(a) Enhancing the awareness on safety practices at work place through safety week initiatives.

(b) Imparting hands-on training to workmen for following safe work practices.

(c) Visual display at work place for creating awareness on hazards and risks.

(d) Mock drills as part of emergency response system.

(e) Safety inspection program to identify unsafe conditions and eliminate them.

(f) Near miss reporting and review for capturing and mitigating potential hazards.

(g) Hazard and risk study at factories to capture process related hazards and risks associated with them.

(h) Hazard alert system as part of horizontal deployment of workplace recommendations to improve safety systems.

(i) Safety in project management as part of contractor safety program.

(j) Visitor safety guidelines at factories.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your Company, CSR means Corporate Sustainable Responsibility and this means embedding CSR into its business model. With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company as part of its CSR initiatives have undertaken projects as per the CSR Policy and the details of the CSR Activities are given as Annexure 'A' forming part of this Report.

16. PENSION

The proceedings in the suit filed by the Pensioners Welfare Association ('the Association') are in progress in the Honourable City Civil and Sessions Court, Bangalore.

Related matters have been dealt within Note No. 33 of the Financial Statements, which are self-explanatory.

17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Details of energy conservation, technology absorption, foreign exchange earnings and outgoing in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are given as Annexure 'B' forming part of this Report.

18. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement a separate Report on Corporate Governance along with the Auditor's Certificate on its compliance is forming part of this Annual Report.

19. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors of your Company had appointed Mrs. Ranjana Kumar as an Additional Director of the Company with effect from 8 July 2014, in terms of Section 161 of the Companies Act, 2013 and Article 94 of the Articles of Association of the Company. Further the Members at the 95th Annual General Meeting held on 12 August 2014 had approved appointment of Mrs. Ranjana Kumar as Director of the Company

The Members of the Company at the 95th Annual General Meeting held on 12 August 2014 had approved appointment of Dr. Ajai Puri, Mr. Keki Dadiseth, Mr. Avijit Deb, Mr. Nimesh N Kampani, Mr. S S Kelkar, Mr. Nasser Munjee, Dr. Vijay L Kelkar and Mrs. Ranjana Kumar as Independent Directors of the Company to hold office for five consecutive years with effect from the date of the Annual General Meeting held on 12 August 2014 upto 11 August 2019 with an option to retire from the office at any time during the term of appointment. The Company issued letter of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013. Further, no Director resigned from the Company during the year under review. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ness N Wadia, Director, retiring by rotation at the ensuing Annual General Meeting, is eligible for re-appointment.

Mr. Vivek P Raizada, Company Secretary (CS) and Key Managerial Personnel (KMP) ceased to be CS & KMP of the Company with effect from the close of business hours on 10 October 2014. Mr. Rajesh Arora was appointed as Company Secretary (CS) and Key Managerial Personnel (KMP) of the Company with effect from 3 February 2015.

Mr. Vinod Krishna Menon, Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) ceased to be CFO & KMP of the Company with effect from the close of business hours on 17 November 2014. Mr. Amlan Datta Majumdar was appointed as Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from 12 March 2015.

20. DIRECTORS' RESPONSIBILITY

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2015 and of the profit of the Company for the year;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Annual Accounts are prepared on a going concern basis;

(e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external consultant(s) and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and operationally effective during the Financial Year 2014-15.

21. DECLARATION BY INDEPENDENT DIRECTORS All the Independent Directors have given a declaration under sub-section (7) of Section 149 of the Companies Act, 2013 that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

22. BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. The details of the Board Meetings held during the year are covered in the Clause No. 2 of the Corporate Governance Report.

23. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance and that of its statutory committees viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and that of the individual Directors. The manner in which the evaluation has been carried out is covered in the Clause No. 3(b) of the Corporate Governance Report.

24. REMUNERATION POLICY

The details of the Remuneration Policy are covered in the Clause No. 3(b) of the Corporate Governance Report. It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.

25. AUDIT COMMITTEE

The Board has constituted the Audit Committee. The composition, powers, role and terms of reference of the Committee are in accordance with the requirements mandated under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The details of the Audit Committee along with Meetings held during the year are covered in the Clause No. 3(a) of the Corporate Governance Report.

26. RELATED PARTY TRANSACTIONS

The Company has formulated a Policy on dealing with Related Party Transactions. The Policy is disclosed on the website of the Company, weblink: http://britannia.co.in/pdfs/statutory disclosures/Britannia%20Industries%20 Limited-Policy%20On%20Related%20Party%20 Transactions.pdf. All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Clause 49 of the Listing Agreement during the year were in the ordinary course of business and on an arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. However, pursuant to the provisions of Clause 49 of the Listing Agreement, prior approval of the Audit Committee was sought for entering into the Related Party Transactions.

During the year, the Company had not entered into any contract/ arrangement /transactions with Related Parties which could be considered as material, as defined under the Listing Agreement. In accordance with Accounting Standard 18, the Related Party Transactions are disclosed under Note No. 44 of the Standalone Financial Statements.

27. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The details about the adequacy of Internal Financial Controls are covered in the Clause (H) of the Management Discussion and Analysis Report.

28. PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

29. EMPLOYEE STOCK OPTION SCHEME (ESOS)

The information pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, erstwhile Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is given as Annexure 'C' forming part of this Report.

30. COST AUDIT

The Order dated 24 January 2012 issued by the Ministry of Corporate Affairs (MCA) - Cost Audit Branch, Government of India, mandated Cost Audit being applicable to your Company as it manufactures packaged food products falling within Chapter 19 of the Central Excise Tariff Act, 1985. The Company was accordingly required to get its cost accounting records audited by a Cost Auditor.

As per Section 148 and other applicable provisions of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee had appointed M/s. N I Mehta & Co., Cost Accountants, as Cost Auditors to carry out the audit of the Cost Records of the Company for the Financial Year 2014-15.

Later the MCA had notified the Companies (Cost records and Audit) Rules, 2014 and Companies (Cost records and Audit) Amendment Rules, 2014 specifying the Industry/Sector/Product/Service for maintaining and auditing of Cost Records.

As the above Rules were not applicable to your Company, the audit of the Cost Records was not carried out for the Financial Year 2014-15 and the Board of Directors have decided not to appoint Cost Auditor for Financial Year 2015-16.

31. STATUTORY AUDITORS

The Members at the 95th Annual General Meeting held on 12 August 2014 had appointed M/s. B S R & Co. LLP., Chartered Accountants, as the Statutory Auditors of the Company pursuant to the provisions of Section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 to hold office from the conclusion of that Annual General Meeting till the conclusion of the 5th consecutive Annual General Meeting, subject to ratification by the Members at every Annual General Meeting, at a remuneration to be decided by the Board of Directors in consultation with the Auditors plus applicable service tax and reimbursement of travelling and out of pocket expenses incurred by them for the purpose of audit.

Accordingly, the Board recommends to the Members of the Company for ratification of the appointment of M/s. B S R & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company.

In this regard, M/s. B S R & Co., LLP, Chartered Accountants have submitted their written consent that they are eligible and qualified to be re-appointed as Statutory Auditors of the Company in terms of Section 139 of the Companies Act, 2013 and also satisfy the criteria provided in Section 141 of the Companies Act, 2013.

32. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the Financial Year 2014-15. The Secretarial Audit Report is given as Annexure 'D' forming part of this Report.

33. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 29, 30 and 31 of the Standalone Financial Statements.

34. RISK MANAGEMENT POLICY

The Company has formulated a Risk Assessment & Management Policy. The details of the same are covered in the Clause No. 5(d) of the Corporate Governance Report.

35. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by the Regulators or Courts or Tribunals during the year impacting the going concern status and the Company's operations in future.

36. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The details of the Whistle Blower Policy is covered in the Clause No.5 (c) of the Corporate Governance Report. The Whistle Blower Policy is available on the website of the Company, weblink: http://britannia. co.in/pdfs/statutory disclosures/WHISTLE%20 BLOWER%20POLICY.pdf.

37. PARTICULARS OF REMUNERATION OF DIRECTORS, KMP's AND EMPLOYEES

A statement containing the details of the Remuneration of Directors, KMP's and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure 'E' forming part of this Report.

38. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, an extract of the Annual Return in Form MGT-9 is given as Annexure 'F' forming part of this Report.

39. DISCLOSURE ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has set up an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. There was no case of sexual harassment reported during the year under review.

40. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board

Place : Mumbai Nusli N Wadia Date : 21 May 2015 Chairman

Mar 31, 2014

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2014.

1. FINANCIAL RESULTS

Rs. in crores

Year ended Year ended Particulars 31 March''14 31 March''13

Sale of Products 6,347.85 5,649.66

Other Operating Revenues 75.30 51.11

Other Income 34.82 55.47

Profit from Operations 533.24 314.45 (PBT before other income, finance costs and exceptional items)

Profit Before Tax 542.62 332.18

Less: Tax Expense 172.79 98.31

Net Profit 369.83 233.87

Add: Profit brought forward 326.89 235.35

Profit available for 696.72 469.22

Appropriation

Less: Proposed Dividend 143.91 101.66

Less: Tax on Proposed 24.46 17.28

Dividend

Less: Dividend (including 0.22 - tax on dividend) for previous year on equity shares issued under ESOS after the year end

Less: Transfer to General 36.98 23.39 Reserve

Balance carried forward to 491.15 326.89 Balance Sheet

Net Cash Flow from 614.51 272.01 Operating Activities

2. OVERVIEW OF COMPANY PERFORMANCE

In a challenging economic environment and intensely competitive market, Profit from Operations increased 69.6%, from Rs. 314.45 crores to Rs. 533.24 crores. Several of your Company''s power brands grew double digit resulting in overall revenue growth of 12%. Your Company focused on profitability, capital productivity and working capital management to generate cash flow from operating activities of Rs. 614.51 crores compared to Rs. 272.01 crores in the previous year. Earnings per share (of Rs. 2/- each) increased to Rs. 30.87 from Rs. 19.57 in the previous year.

Based on the assessment of business of Daily Bread Gourmet Foods (India) Private Limited (wholly owned subsidiary) and in accordance with Accounting Standard 13 - "Accounting for Investments", prescribed by the Companies (Accounting Standard) Rules, 2006 of the Companies Act, 1956, your Company has made a provision of Rs. 20 crores for diminution in value of investment made in equity shares of Daily Bread Gourmet Foods (India) Private Limited. channel capabilities have been strengthened to increase width of distribution in rural markets and depth in the urban markets. Several initiatives were undertaken to drive sales productivity, which includes re-structuring of sales team, distributor consolidation, portfolio reconfiguration to simplify handling, split portfolio for focused selling, hub & spoke model to increase reach etc.

Your Company supported its brands aggressively in an intensely competitive market and focused on extracting the maximum out of its investment in advertising and sales promotion (A&SP) and channel infrastructure, through a series of initiatives focused on higher throughput, better returns, branding and communication excellence.

Your Company focused to balance cost, quality and aspiration in its brand for consumer affordability at every price point. Your Company also reinforced a strong cost effectiveness culture towards creating a robust demand & supply chain and leadership economics.

3. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 - "Consolidated Financial Statements", prescribed by the Companies (Accounting Standard) Rules, 2006 of the Companies Act, 1956. The Consolidated Statements refilect the results of the Company and those of its Subsidiaries. As required by Clause 32 of the Listing Agreement entered into with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Independent Auditor''s Report thereon are annexed and form part of this Annual Report.

Consolidated Sale of Products of your Company for the year ended 31 March 2014 was Rs. 6,945.52 crores compared with Rs. 6,221.82 crores in the previous year, a growth of 11.6%.

Consolidated Net Profit for the year ended 31 March 2014 was Rs. 395.35 crores compared with Rs. 259.50 crores in the previous year, a growth of 52.3%.

Rs. in crores

Year ended Year ended Particulars 31 March''14 31 March''13

Sale of Products 6,945.52 6,221.82

Other Operating Revenues 83.39 49.50

Other income 33.59 52.24

Profit from Operations 544.02 347.49 (PBT before other income and finance costs)

Profit Before Tax 569.32 358.43

Net Profit 395.35 259.50

SUBSIDIARIES

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company:

Britannia Dairy Private Limited (BDPL)

The Dairy business of your Company was impacted by unprecedented increase in milk cost of ~ 30% during the year. Your Company focused on value-added products and registered a turnover of Rs. 299.32 crores compared to Rs. 309.19 crores in the previous year. The business achieved a Net Profit of Rs. 10.67 crores compared to Rs. 35 crores in the previous year as a result of inordinate inflation in milk cost.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer of premium gourmet bakery products, including specialty breads, cakes, pastries and cookies which it sells through its own retail stores directly to consumers. It also sells a part of its bread range through modern trade and to institutions. Its operations are largely confined to Bangalore. The turnover (net sale of products) of Daily Bread was Rs. 19.94 crores during the year, compared with Rs. 23.06 crores in the previous year. Loss for the year was Rs. 3.30 crores compared to Rs. 2.67 crores in the previous year.

Strategic Food International Co. LLC, Dubai (SFIC)

SFIC sales increased by 4.1% at AED 16.16 crores (Rs. 265.71 crores) compared with AED 15.53 crores (Rs. 229.92 crores) for the previous year. It increased market share in key markets of UAE and KSA. SFIC posted a net profit of AED 0.29 crores (Rs. 4.74 crores) as compared to a net loss of AED 0.33 crores (Rs. 4.91 crores). Continued focus on product mix, productivity improvement and cost efficiencies helped to drive a profitable growth.

Al Sallan Food Industries Co. SAOC (ASFI)

ASFI sales are primarily to SFIC and for the year ended 31 March 2014 closed at RO 0.86 crores (Rs. 135.30 crores), almost at the level of previous year. It posted a net loss of RO 2.13 lakhs (Rs. 3.34 crores) against a net profit of RO 0.09 lakh (Rs. 0.12 crores) in the previous year.

Britannia and Associates (Mauritius) Private Limited, Mauritius (BAMPL)

BAMPL, a company formed in Mauritius and a wholly- owned subsidiary of your Company, is the holding company of Britannia and Associates (Dubai) Private Company Limited, a Jebel Ali Free Zone Offshore company, which in turn holds investments in Strategic Food International Co. LLC, Dubai, Al Sallan Food Industries Co. SAOC, Oman, and Strategic Brands Holding Company Limited, Dubai, a Jebel Ali Free Zone Offshore company.

The combined revenue and profit of holding companies for the year ended 31 March 2014 was USD 0.13 crores (Rs. 7.69 crores) and USD 0.01 crores (Rs. 0.30 crores) compared to USD 0.12 crores (Rs. 6.53 crores) and loss of USD 0.01 crores (Rs. 0.25 crores) respectively, for the year ended 31 March 2013.

Investment Companies

Boribunder Finance and Investments Private Limited (Boribunder), Flora Investments Company Private Limited (Flora) and Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment subsidiaries of your Company. Boribunder is a wholly owned subsidiary of your Company.

The combined revenue and loss of the investment companies for the year ended 31 March 2014 was Rs. Nil and Rs. 0.02 crores respectively.

Further, pursuant to Section 4 of the Companies Act, 1956, the following companies engaged in manufacturing of biscuits at various locations are also subsidiaries of your Company. The Revenue from Operations / Net Sales and Net Profit of the said subsidiaries for 2013-14 are as under:

Rs. in crores

Name of Subsidiary Revenue Net Profit from Operations / Net Sales

International Bakery Products 18.05 0.29 Limited, Puducherry

J B Mangharam Foods Private 25.26 0.25 Limited, Gwalior

Manna Foods Private Limited, 29.09 (0.19) Madurai

Ganges Vally Foods Private 16.86 0.24 Limited, Hoogly

Sunrise Biscuit Company Private 131.65 0.02 Limited, Guwahati

Welfare Companies

Britannia Employees General Welfare Association Private Limited, Britannia Employees Educational Welfare Association Private Limited and Britannia Employees Medical Welfare Association Private Limited are three of the other subsidiaries of your Company. These are companies limited by guarantee, with no share capital and have been set up for general, educational and medical welfare of the employees of your Company. They are not engaged in any commercial activity.

4. DIVIDEND

The Board of Directors are pleased to recommend a dividend of 600% on the paid up equity share capital of the Company, which amounts to Rs. 12/- per share, for consideration and approval by the Members at the Annual General Meeting. The total payout amounts to Rs. 168.37 crores including dividend distribution tax of Rs. 24.46 crores.

5. THE BRITANNIA PROMISE TO SPREAD DELIGHT

Last year your Company took an oath to coalesce the cost, quality and aspiration imaginatively to deliver a unique and ecstatic experience to its consumers. Guided by this Britannia Promise, an objective analysis was conducted to assess where we stand in terms of our products versus where we should be. This identified several opportunities which your Company aggressively pursued, resulting in a significantly superior consumer experience. This refilects in our market place performance. Equally, there are several other identified opportunities that are in various stages of completion. Many of these will reach consumers during the course of the current year.

Not only did Britannia Promise become the fountainhead of delightful consumer offering, but it also shaped the day-to-day activities of your Company. Your Company recognizes that we are only as good as the last product we delivered to consumers. Keeping this in mind all employees of your Company recommitted themselves to ensuring that the products that reach consumers are not only superior to competitors in their design but they also reach with consistently high quality. Consequently each employee of your Company maintains market-place-vigilance and is effectively an independent market information source reporting back into a mechanism designed to identify and correct market-place deficiency quickly and comprehensively.

6. BRANDS

Brands form the core of your Company''s business and keeping them relevant and differentiated is the first priority of your Company. 2013-14 has been a year of consolidating and growing base brands and brands launched in the previous years. Concurrently, your Company has kept up the pace of differentiation by working and investing aggressively behind new consumer understanding, advertising and activation programs and marketplace competitiveness.

Your Company''s pillar brands like Good Day, MarieGold, 50 50, NutriChoice, Jim Jam, Bourbon, Milk Bikis continued to drive growth for the Company by expanding both penetration and consumption in Indian homes. The Jim Jam brand was restaged with new packaging and a new chocolate variant as well as consumer facing advertising which brought alive the creaminess and jami-ness of the inherent product.

Your Company continues to focus on its two strength areas Â Health and Indulgence Â through brands that are targeted specifically on each of these need states. Brands are also segmented on consumer segments like Premium, Mid, Mass or demographic segments like homemakers, kids, adults, families etc. New campaigns were created for Good Day (Happy Good Day to you), NutriChoice Digestive (Tasty Health Biscuits) and NutriChoice Cracker (The Honestly Good Biscuit) to ensure that your brands stayed top of mind and relevant to consumers. Britannia Cakes was restaged with new packaging and new advertising.

The premium segment of the market saw intense activity in 2013-14 and your Company ensured that packs and products were kept price and value competitive Â through the introduction of new SKUs or through consumer bonus programmes. This has resulted in improved performance of brands and helped expand their distribution as well as consumer penetration footprint. In 2013-14, your Company leveraged the understanding created with the Britannia Promise to innovate and renovate products to deliver the right cost, quality and aspiration to the consumers. This will be the continued endeavour of your Company over the next many years to come, making the product the centrepiece of all development work.

2013-14 symbolized a year of intense competitive activity with a subdued consumer activity on account of economic slowdown Â it was critical for your Company to keep its brands salient on media in addition to delivering every day good quality. Your Company continued to invest in the traditional Television medium while increasing impact and visibility through hoardings and bus shelter (OOH medium), through the modern trade and key accounts retail visibility program as well as through investing behind new media like digital albeit in a small manner.

SUPPLY CHAIN AND MANUFACTURING OPERATIONS

Your Company has been focusing on deploying a competitive edge in technology and implementing operational excellence programs across the value chain to build leadership economics. Your

Company increased operating control on capacity with the commissioning of a Greenfield facility for biscuit manufacturing at Jhagadia, Gujarat and commencing work on the new Greenfield project in Perundurai, Tamil Nadu. Capacity and capability continued to be enhanced both in your Company''s manufacturing units and co-packers. All these have helped in creating the right capacity with superior technology to better serve the market. To improve the back-end planning process and availability, your Company has implemented the process of Advanced Planning & Optimizing (APO) tool which will provide an integrated platform to calibrate supply to a dynamic demand scenario. In the area of logistics the focus was on execution effectiveness and optimum space utilization for higher throughput.

8. QUALITY STANDARDS

Your Company assiduously works on enhancing delivered product quality through structured programs that build a quality culture. The culture of continuous improvement is deployed through various initiatives across the Company to improve the effectiveness of our processes and systems.

Your Company started a "Organoleptic8" Program, in order to give more Weight-age to the consumers sensorial appreciation. Your Company competency on "Organoleptic" differentiation will be significantly enhanced to deliver new and unique experiences across the portfolio.

9. INFORMATION TECHNOLOGY (IT)

IT systems are the backbone, which support timely decisions through converting data into actionable information. During 2013-14, your Company started realizing the benefits of best in class Supply Chain IT capabilities enabled through SAP during 2012-13. Integrating end-to-end supply chain covering demand, capacity and production planning has enabled an increased service delivery with reduction of inventory.

Your Company has also successfully rolled out handheld based system to enable its sales people to do better planning and execution.

Your Company has successfully built Procurement analytics / dashboards which provides greater visibility to commodity trends.

In 2014-15, your Company proposes to enhance analytics capabilities in other areas like marketing and finance. Your Company is also looking at centralizing / consolidating various activities in line with global trends, which will help your Company to increase its filexibility to respond to market changes.

10. ENVIRONMENT AND SAFETY

Energy conservation and the use of clean fuels continue to be a priority area for your Company. Biomass gassifier has been successfully commissioned at two factories and more will be installed in the coming year. A focused Energy Program has been established with a view to carrying out specific initiatives in the field of Energy Efficiency and Conservation.

Environment, Health and Safety are treated as core value at your Company. Your Company has strengthened its workplace system & practices as a part of ZERO accident culture through several accident prevention program techniques and has introduced site level performance indicators to promote positive & proactive culture at work place. Your Company also partnered with a leading company having expertise in Safety Management Systems as part of safety capability building in enhancing skills for shop floor line management. As part of this engagement, several programs were organized across various locations.

Your Company also initiated several activities as part of employee engagement in safety management like:

(a) Safety week celebrations to enhance the awareness on safety practices at work place.

(b) Adopted engineering controls for all hazardous rotating parts which has potential to cause accidents.

(c) On the job training to workmen on safe work practices.

(d) Visual display at work place for better understanding on hazards and risks.

(e) Mock drills as part of emergency response system.

(f) Safety inspection program to identify unsafe conditions and eliminate them.

(g) Near miss reporting to capture potential areas and mitigate the same.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your Company, CSR means Corporate Sustainable Responsibility and this means embedding CSR into its business model. This covers two broad areas of food-based solutions to increase nutrition as well as energy conservation, which includes waste management.

Your Company continued its partnership with Karnataka Nutrition Mission in some villages in Karnataka to comprehensively address sanitation, health and immunization initiatives, nutrition supplementation for children, adolescent girls, pregnant women and nursing mothers. The 1st phase of this project was completed during the year.

As mentioned in previous reports, the "Britannia Nutrition Foundation" (BNF) was set up with the belief that every child in India has the right to growth and development through good food - every day. The Foundation disseminates scientific knowledge in the area of nutrition, builds awareness of the massive malnutrition challenge and its solutions and creates a platform for multi-sectoral dialogue and informed action.

In 2013, BNF was selected as the ''nutrition partner'' in a first-of-its-kind project in India, under a municipal corporation''s (East Delhi Municipal Corporation (EDMC)) jurisdiction. Through this program BNF assessed the health and nutritional status, including height, weight and haemoglobin of 50,000 children. The records of the Health Checks conducted have since been digitized and handed over to EDMC to be made a part of their school records. Their daily diets were supplemented with Iron & multiple micro-nutrient fortified biscuits and parents of the children were counselled on causes & effects of anaemia, ways to overcome it through proper eating habits and the importance of sanitation and hygienic living conditions, both within the home and the community.

The Foundation also partnered with AIIMS to do a field study on the efficacy of Nutrition Intervention through fortified food to "at-risk child populations". BNF also worked with Wadia Hospital in Mumbai to supplement the daily diets of all IPD (In Patient Department) children with Tiger biscuits.

The work of the Foundation also featured on 2 independent programs on Television focusing on malnutrition:

- NDTV program on "Our Girls, Our Pride" in December 2013.

- ''The Quest for Shunya'' (on Times Now) in October 2013, on companies / organizations that are on a Quest to reduce malnutrition.

The commitments of your Company in addressing child and maternal malnutrition were also included as a part of the SUN (Scaling Up Nutrition) (which originated from the United Nations Standing Committee on Nutrition (UNSCN) wherein UN agencies, Bilateral Partners and NGOs / CSOs come together to exchange information and discuss nutrition related issues) and DFID (Department for International Development of the Government of UK) global commitments.

12. PENSION

The proceedings in the suit filed by the Pensioners Welfare Association (''the Association'') are in progress in the Honourable City Civil and Sessions Court, Bangalore. In the meanwhile, the Company''s Pension Funds continue to pay pension to the members, in terms of the Honourable Court''s interim order passed on 1 January 2009 as reiterated by the Honourable Supreme Court in its order passed in January 2011, in accordance with the computation made on defined contribution basis and submitted by the Pension Funds to the Court.

Pending disposal by the Honourable High Courts of Madras and Calcutta of the petitions filed by some pensioners and the Association, the CIT, Kolkata, is yet to pass any orders on the deeds of variation filed by the Pension Funds in view of the interim restraint orders passed by these High Courts.

These and related matters have been dealt with in Note No. 29 to the financial statements, which are self-explanatory.

13. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure ''A'' to this Report.

14. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance along with the Auditor''s Certificate on its compliance is attached to this Report.

15. DIRECTORS

The Board of Directors of your Company at their Meeting held on 11 November 2013 had appointed Mr. Varun Berry as an Additional Director of the Company with effect from 11 November 2013, in terms of Section 161 of the Companies Act, 2013 [corresponding to Section 260 of the Companies Act, 1956] and Article 94 of the Articles of Association of the Company and whose term of office expires at the ensuing Annual General Meeting and is eligible for appointment as Director of the Company. In the same Meeting Mr. Varun Berry was also appointed as Whole time Director designated as Executive Director of the Company with effect from 11 November 2013 for a period of five years. Further, the Board of Directors of your Company at their Meeting held on 25 March 2014 had appointed Mr. Varun Berry as Managing Director of the Company with effect from 1 April 2014 for a period from 1 April 2014 to 10 November 2018. Later, the Board of Directors of your Company at their Meeting held on 26 May 2014 had revised the terms and conditions of the appointment of Mr. Varun Berry as Managing Director of the Company for a period of five years with effect from 1 April 2014 to 31 March 2019.

Ms. Vinita Bali retired as Managing Director of the Company and also ceased to be a Director on the Board of the Company with effect from the close of business on 31 March 2014. Your Directors wish to place on record their appreciation for the contribution made by Ms. Vinita Bali during her tenure as Managing Director.

In accordance with the provisions of Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Dr. Ajai Puri, Mr. Keki Dadiseth, Mr. Avijit Deb, Mr. Nimesh N. Kampani, Mr. S S Kelkar, Mr. Nasser Munjee and Dr. Vijay L Kelkar as Independent Directors for five consecutive years with effect from the date of the Annual General Meeting to be held on 12 August 2014 up to 11 August 2019 with an option to retire from the office at any time during the term of appointment.

In accordance with the provisions Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. A K Hirjee and Mr. Jeh N Wadia, Directors, retiring by rotation at the ensuing Annual General Meeting, are eligible for re-appointment.

Details of the proposal along with necessary resolutions for the appointment / re-appointment of the aforesaid Directors have been included in the Notice convening the ensuing AGM and Explanatory Statement under Section 102 of the Companies Act, 2013.

16. PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, (''the Act'') read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent, excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any Member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

17. EMPLOYEE STOCK OPTION SCHEME (ESOS)

Requisite disclosure in respect of the Employee Stock Option Scheme (ESOS) in terms of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines 1999, has been provided in Annexure ''B'' to this Report.

The Share Capital of the Company has gone up from Rs. 23.91 crores as at 31 March 2013 to Rs. 23.99 crores as at 31 March 2014 consequent to allotment of 4,00,000 equity shares in aggregate on three occasions upon the exercise of stock options by Ms. Vinita Bali as granted under the ESOS in 2009, 2010, 2011 and 2012 respectively. Details of each allotment have been mentioned in Corporate Governance Report.

18. COST AUDIT

The Order dated 24 January 2012 issued by the Ministry of Corporate Affairs (MCA) Â Cost Audit Branch, Government of India, mandating Cost Audit applies to your Company as it manufactures packaged food products falling within Chapter 19 of the Central Excise Tariff Act, 1985. The Company is accordingly required to get its cost accounting records audited by a Cost Auditor. Pursuant to Section 233B(2) of the Companies Act, 1956 the Board of Directors on the recommendation of the Audit Committee appointed M/s. N. I. Mehta & Co., Cost Accountants, as Cost Auditors for conducting Cost Audit for the financial year 2013-14. The Cost Audit Report is required to be filed within 180 days from the end of the financial year. The Cost Audit Report for the financial year ended 31 March 2013 was filed within the due date and for 31 March 2014 will be filed within the prescribed period.

19. AUDITORS

M/s. B S R & Co. LLP retire in accordance with the provisions of the Companies Act, 2013. They have indicated their willingness to continue in office and are recommended for appointment as the Company''s Auditors in accordance with the provisions of the Companies Act, 2013.

20. DIRECTORS'' RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confirm that:

(a) In the preparation of annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

(b) They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2014 and of the profit of the Company for the year ended 31 March 2014;

(c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board

Mumbai Nusli N Wadia

26 May 2014 Chairman

Mar 31, 2013

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2013.

1. FINANCIAL RESULTS

Rs.in crores

Particulars Year ended Year ended 31 March 13 31 March 12

Sale of Products 5,649.66 5,005.66

Other Operating Revenues 51.11 27.15

Other Income 55.47 58.53

Profit from Operations 314.45 231.91

(PBT before other income and finance costs)

Profit Before Tax 332.18 252.37

Less: Tax Expense 98.31 65.63

Net Profit 233.87 186.74

Add: Profit brought forward 235.35 185.29

Profit available for 469.22 372.03 appropriation

Less: Proposed Dividend 101.66 101.53

Less: Tax on Proposed 17.28 16.47

Dividend

Less: Transfer to General 23.39 18.68 Reserve

Balance carried forward to 326.89 235.35 Balance Sheet

Net Cash Flow from 272.01 210.66 Operating Activities

2. OVERVIEW OF COMPANY PERFORMANCE

In an increasingly competitive market place and continuing commodity inflation during the year, Profit from Operations increased 35.6%, from Rs. 231.91 crores to Rs. 314.45 crores. Against an overall revenue growth of 12.5%, several of your Company''s iconic brands grew at a significantly higher rate, whilst a few were laggards. Your Company added Rs. 644 crores to its Operating Revenue (Sale of Products) and Rs. 82.54 crores to its Profit from Operations. Earnings per share (Basic) of Rs. 2 were Rs. 19.57.

Trend lines of key performance parameters are shown in the table below:

During the year, your Company won several accolades and prestigious awards, notable among which are:

1. ''Best In Class'' Global Performance Excellence Award 2012 from Asia Pacific Quality Organization, under the category of ''Large Manufacturing Organization'', for its manufacturing facilities at Delhi, Gwalior, Bidadi and Khopoli and the Corporate Office at Bangalore.

2. The Golden Peacock National Quality Award by the Institute of Directors, for its manufacturing facility at Kolkata.

3. Global Award for Excellence in Quality Management and Leadership by World Quality Congress.

4. The Namma Bengaluru Award from Namma Bengaluru Foundation for the year 2012-13 for effective solid waste management.

5. IWLF (International Women Leadership Forum) Award for ''Solid Waste Management'' and the work of ''The Britannia Nutrition Foundation''.

Britannia was once again rated the "Most Trusted Food Brand" by consumers across India in the annual survey done by Nielsen for The Economic Times. This is the fourth year in succession that your Company has achieved this distinction. Additionally, Brand Britannia also rose to the No. 2 position across all product categories amongst India''s Most Trusted Brands, as voted by consumers.

A focus on Revenue management, Cost management and Innovation forms the basis of your Company''s operations. As in previous years, the Company''s focus on creating and delivering relevant and differentiated propositions across the portfolio of products continued and will be elaborated later in the section on Brands. The year 2012 also marked the Silver Jubilee year of your Company''s most iconic brand - Good Day which saw new advertising and several consumer activities, culminating with the "Heart of Gold" program, that showcased stories of ordinary people doing extraordinarily compassionate acts.

Cost effectiveness has been a key pillar of your Company''s value creation strategy. As in the past, your Company addressed the cost challenge by continuing to build on several cost effectiveness and efficiency initiatives through a special program spanning the entire value chain. This program involved 400 projects across functions and geographies. In parallel, your Company continues to foster several improvement tools, using Kaizen, Total Productive Maintenance, Total Quality Management and Six Sigma in several manufacturing units. Your Company believes that these programs implemented continually will hardwire a culture of efficiency and effectiveness.

Your Company''s international business also expanded with export from India growing 28.1% and the two companies in the Middle East growing at 21.2%. International revenue now account for Rs. 340.73 crores.

3. CONSOLIDATED FINANCIAL RESULTS

Y our Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 (AS21) issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and those of its Subsidiaries. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Independent Auditor''s Report thereon are annexed and form part of this Annual Report.

Consolidated Sale of Products of your Company for the year ended 31 March 2013 was Rs. 6,221.82 crores compared with Rs. 5,519.96 crores in the previous year, a growth of 12.7%.

Consolidated Net Profit for the year ended 31 March 2013 was Rs. 259.50 crores compared with Rs. 199.55 crores in the previous year, a growth of 30%.

Rs.in crores

Particulars Year ended Year ended 31 March 13 31 March 12

Sale of Products 6,221.82 5,519.96

Other Operating 49.50 24.62 Revenues

Other Income 52.24 59.14

Profit from Operations 347.49 249.04 (PBT before other income and finance costs)

Profit Before Tax 358.43 266.58

Net Profit 259.50 199.55

Performance of Subsidiaries is discussed below:

SUBSIDIARIES

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company.

Britannia Dairy Private Limited (BDPL)

Despite heightened competition both from local and international players, the Dairy business of your Company grew profitably by focusing on differentiated products. It more than doubled its Net Profit and registered a turnover of Rs. 309.19 crores compared to Rs. 293.06 crores in the previous year, a growth of 5.5%. The business achieved a Net Profit of Rs. 35 crores compared to Rs. 15.51 crores in the previous year, a growth of 125.6%. Your Company achieved this by focusing on its core brands like Cheese etc., by driving innovation and improving overall realisation.

With more value-added products in the pipeline, your Company''s dairy business continues to be anchored in increasing distribution and reach for its products.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer of premium gourmet bakery products, including specialty breads, cakes, pastries and cookies which it sells through its own retail stores directly to consumers. It also sells a part of its bread range through modern trade and to institutions. Its operations are largely confined to Bangalore.

The turnover (net sale of products) of Daily Bread was Rs. 23.06 crores during the year, compared with Rs. 23.69 crores in the previous year.

Strategic Food International Co. LLC, Dubai (SFIC)

Regional upheaval continued in the Middle East which negatively impacted business and for the year ended 31 March 2013 SFIC sales increased by 8.4% at AED 15.53 crores (Rs. 229.92 crores) compared with AED 14.32 crores (Rs. 186.28 crores) for the previous year. Saudi Arabia, a market the company entered last year, grew over 60% offering great promise for the future. Currency depreciation in South Africa and certain import restrictions in Nigeria and Angola limited growth. Soft Commodity prices coupled with several initiatives aimed at containing cost, helped support higher marketing investments to build the business. SFIC posted a net loss of AED 0.33 crore (Rs. 4.91 crores), almost at the previous year''s levels. Gross Margins improved with an unrelenting focus on containing cost, improving the product and geographic mix and concentrating on key categories like cookies, sugar free digestives and wafers to drive growth.

Al Sallan Food Industries Co. SAOC (ASFI)

ASFI sales are primarily to SFIC and for the year ended 31 March 2013 closed at RO 0.89 crore (Rs. 125.17 crores), higher by 3.2% compared with RO 0.86 crore (Rs. 106.99 crores) in the previous year. Persistent focus on cost reduction, productivity improvement and efficiency related initiatives helped post a net profit of RO 0.1 lakh (Rs. 0.12 crore) against a net loss of RO 1.31 lakhs (Rs. 1.63 crores) in the previous year.

Royal Decrees and Governmental directives issued in Oman for increments and wage increases for Omani nationals (who constitute a mandatory minimum of 35% of the workforce) continue to add to cost pressures and the company has adopted various innovative techniques to be competitive in this environment.

Britannia and Associates (Mauritius) Private Limited, Mauritius (BAMPL)

BAMPL, a company formed in Mauritius and a wholly-owned subsidiary of the Company, is the holding company of Britannia and Associates (Dubai) Private Company Limited, a Jebel Ali Free Zone Offshore company, which in turn holds investments in Strategic Food International Co. LLC, Dubai, Al Sallan Food Industries Co. SAOC, Oman, and Strategic Brands Holding Company Limited, a Jebel Ali Free Zone Offshore company.

The combined revenue and loss of holding companies for the year ended 31 March 2013 was USD 0.12 crore (Rs. 6.53 crores) and USD 0.01 crore (Rs. 0.25 crores) compared to USD 0.13 crore (Rs. 6.35 crores) and USD 0.02 crore (Rs. 1.10 crores) respectively, for the period ended 31 March 2012.

Investment Companies

M/s. Boribunder Finance and Investments Private Limited (Boribunder), M/s. Flora Investments Company Private Limited (Flora) and M/s. Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment subsidiaries of your Company. Boribunder is a wholly owned subsidiary of your Company.

The combined revenue and profit of the investment companies for the year ended 31 March 2013 was Rs. 0.65 crore and Rs. 0.47 crore respectively.

Further, pursuant to Section 4 of the Companies Act 1956, the following companies engaged in manufacture of biscuits at various locations are also subsidiaries of your Company. The Revenue from Operations and Net Profit of the said subsidiaries during 2012-13 are as under:

Rs.in crores

Name of Subsidiary Revenue Net Profit from Operations

International Bakery 14.28 0.23 Products Limited, Puducherry

J B Mangharam Foods 18.80 0.10 Private Limited, Gwalior

Manna Foods Private 23.21 0.05 Limited, Madurai

Ganges Vally Foods Private 16.11 0.15 Limited, Hoogly

Sunrise Biscuit Company 123.58 0.22 Private Limited, Guwahati

Welfare Companies

Britannia Employees General Welfare Association Private Limited, Britannia Employees Educational Welfare Association Private Limited and Britannia Employees Medical Welfare Association Private Limited are three of the other subsidiaries of your Company. These are companies limited by guarantee, have no share capital and have been set up for general, educational and medical welfare of the employees of your Company. They are not engaged in any commercial activity.

4. DIVIDEND

The Board of Directors are pleased to recommend a dividend of 425% on the paid-up equity share capital of the Company, which amounts to Rs. 8.50 per share, for consideration and approval by the shareholders at the Annual General Meeting. The total payout amounts to Rs. 118.94 crores including dividend distribution tax of Rs. 17.28 crores.

5. THE BRITANNIA PROMISE

It is the conviction of your Company that the fountainhead of its performance is the supremacy of its brands in terms of the unique delight they deliver - which starts with the look and feel of the pack and ends with the pleasurable satisfaction consumers experience after they have enjoyed the product. With the quest to understand and fully embrace this thought in every activity that leads to the final moment of purchase and consumption, your Company has engaged the services of a specialized consultant who will work closely with the Management to help uncover the needs and desires of the heterogeneous base of consumers in India. Your Company will design products that are distinctive and appeal to the sensory aspirations of the consumers as they see, smell, taste and feel satisfied after consuming the products. An objective analysis has revealed the opportunities to pursue and it is with this conviction that everybody in your Company has taken an oath to create and make available products that coalesce cost, quality and aspiration imaginatively to create experiences that are unique and differentiated. This process is deeply rooted in the understanding of consumers and the science of organoleptics. Through this process, your Company will make its products even more delightful, affordable and accessible to the heterogeneous people of India - across age, ethnicity and socio-economic status - anytime, anywhere - every day. With this Promise as the beacon to guide all actions, your Company will clearly differentiate its products and its performance in the marketplace. This is the ''Britannia Promise''.

6. BRANDS

Brands form the core of your Company''s business and keeping them relevant and differentiated is the first priority of your Company. 2012-13 has been a year of consolidating and growing base brands and brands launched in the previous year. Concurrently, your Company has kept up the pace of innovation by working and investing aggressively behind new consumer understanding, new technologies and capability programs. Your Company has also collaborated with reputed academic institutions and other companies to complement its efforts and build strong platforms for sustained and significant product categories and businesses.

Good Day completed 25 years and it was appropriate to celebrate this milestone with consumers, who, for the last 25 years have chosen Good Day as their favorite cookie. Towards the close of the anniversary, Good Day ran a programme - ''Heart of Gold'', which was enthusiastically received by consumers.

Contributing significantly to the healthy snacking objectives has been an important objective of your Company. Consistent with this objective your Company launched several products under the umbrella of NutriChoice. These diabetic friendly products were made available to more people across the country through extending their reach and distribution by almost 50%. Your Company believes that there is scope for further expansion.

Another aspect of the Company''s healthy snacking promise to the consumers has been to address the pervasive micro-nutrient deficiency among the children of India. Brand ''Tiger'' has been at the forefront of this, with each serving designed to deliver 25% of RDA of Iron. Other brands that are enriched with micro-nutrients include Milk Bikis, Britannia Marie Gold, VitaMarie, Britannia Bread, Tiger Chocolate and Badaam Milk and Britannia Flavored Yoghurt.

7. SUPPLY CHAIN AND MANUFACTURING OPERATIONS

Your Company has been focusing on improving operational efficiencies in Supply Chain and Manufacturing. New biscuit manufacturing facilities at Hajipur, Khurda and Madurai were optimally utilized. Your Company has added a state-of-the- art facility for cake manufacturing at Rudrapur and along with its co-packer, a Greenfield factory for biscuit manufacturing at Hyderabad. Capacity and capability continued to be enhanced both in your Company''s manufacturing units and co-packers. All these have helped in creating the right capacity with superior technology to better serve the market. Additionally, fiscal benefits in several of these regions have helped contain cost. To improve the back-end planning process and availability, your Company is in the process of implementing Advanced Planning & Optimizing (APO) which is progressing as per plan.

8. QUALITY STANDARDS

Your Company assiduously works on raising the delivered quality of its products and processes through its ''Q Next'' Program. The culture of continuous improvement is being created through deploying various initiatives like Kaizen, Total Productive Maintenance (TPM) and Total Quality Management (TQM). The Lean Six Sigma methodology has been adopted in solving complex issues in the organization, thereby improving the effectiveness of processes and systems. Consumer connect processes have been improved with respect to promptness in response to consumer queries. As mentioned earlier, several of the Company''s manufacturing units were recognized in India and Asia for delivering excellence in quality.

9. INFORMATION TECHNOLOGY

During 2012-13, your Company implemented best in class Supply Chain IT capabilities enabled through SAP to transform and integrate end-to-end supply chain covering demand, capacity, production and material planning. This will enable dynamic demand planning and accurate forecasting in both the short and long term and provide the capability to quickly respond to changing market needs.

Your Company has also successfully implemented a handheld based system to enable its sales people to drive efficiencies in generating and servicing retail orders. ''BritanniaKonnect'' is another world class capability that was launched during the year to enable tighter collaboration, communication and knowledge management within the organization.

In 2013-14, your Company proposes to build powerful IT capabilities for marketing. Your Company will also be implementing analytics in procurement to enable its procurement team to gain greater visibility and better forecast commodity price trends.

10. ENVIRONMENT AND SAFETY

Energy conservation and the use of clean fuels continue to be a priority area for your Company. Creation of multi-fuel flexibility has led to a significant shift towards use of cleaner fuels where available and more of these opportunities will be harnessed in the future. A biomass gasifier has been successfully commissioned at one factory and more will be installed in the coming year. Following a successful pilot, a new design oven to conserve energy was commissioned with improved benefits. A focused Energy Program has been conceived with a view to carrying out specific initiatives in the field of Energy Efficiency and Conservation. The program looked at fuel conservation by reviewing the design and usage of ovens, and making requisite improvements in both the design and technology. The endeavour is to continually look for opportunities to shift to cleaner fuels and conserve energy.

The initiative of setting up a wet waste composting facility at the Bangalore Office, last year, received the prestigious Namma Bengaluru Award from Namma Bengaluru Foundation for the year 2012-13 for effective solid waste management. This award recognises the extensive efforts made by Britannia in making Bangalore a cleaner city. As part of the continuous effort to encourage the culture of reducing and recycling, a waste management initiative has also been set up with the Company''s co-packer in Bangalore and several projects rolled out at other units are at various stages of completion.

With the objective of providing a healthy and safe environment, your Company''s Environment Health and Safety (EHS) program has been strengthened with dedicated resources and your Company has undertaken several safety measures at all its manufacturing units that include:

- Communicating the EHS Policy to all stakeholders.

- Assessing and identifying unsafe conditions at work place.

- Conducting Hazard and Risk Study at units.

- Monitoring Unit level performance through Total Reportable Incident Frequency Rate (TRIFR).

- Documenting and implementing Safe Operational Control Procedures at units.

- Training people on good sefety practices on the shop floor and elsewhere in the factory.

Your Company strives for a Zero Accident Culture through building a robust EHS Management System to ensure the health and safety of all its employees, contractors and visitors at the work place. As part of this, your Company is adopting Accident Prevention Program at the work place through structured Safety Committees, Systematic Awareness Programs, Periodic Monitoring and Measurement Systems and regular reviews along with business metrics.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

For your Company, CSR means Corporate Sustainable Responsibility and this means embedding CSR into its business model. This covers the two broad areas of food-based solutions to increasing nutrition as well as energy conservation, which includes waste management. The solid waste management system of your Company is a first of its kind initiative and works on the credo of "reduce, recycle and re-use". The Company''s Executive Office in Bangalore is a Zero Waste generator unit. An effective system of ''segregation at source'' has been put in place and practised by all employees in the Company''s Executive Office. The dry waste is converted into paper through a collaboration with Khadi Gram Udyog. The wet waste is processed in an eco-centre on campus and 350 kgs of it is composted into manure on a daily basis.

As shared earlier, your Company''s commitment to health includes removal of harmful ingredients such as transfats from its recipes and addition of micronutrients (vitamins and minerals). This has been achieved through active redesign of recipes. Products like "NutriChoice Diabetic Friendly Essentials" have also been introduced. During 2012-13, your Company continued its partnership with Karnataka Nutrition Mission in 2 villages to comprehensively address health and nutrition concerns of children, adolescent girls, pregnant and lactating women. Part of the program was to provide biscuits fortified with micronutrients to the target audience. A study done amongst children (6-12 years) and adolescent girls (11-18 years) who consumed the fortified biscuits for 4 months has shown an improvement in anthropometric parameters like height and weight and a reduction in anemia. This work will continue till December 2013 when the project report will be presented to the Karnataka State Government.

As mentioned in previous reports, the "Britannia Nutrition Foundation" was set up with the belief that every child in India has the right to growth and development through good food - every day. The Foundation disseminates scientific knowledge in the area of nutrition, builds awareness of the massive malnutrition challenge and its solutions and creates a platform for multi-sectoral dialogue and informed action. In September 2012, as part of the national nutrition week, the Foundation partnered a leading English news channel to produce and air a 4 week series titled ''India@65: The Nutrition Challenge''.

The series included an eclectic mix of participants from the nutrition, policy making, development, corporate and communication sectors, in addition to participation from the audience, several of whom are members of civil society networks and working in the development sector on issues relating to health and nutrition. The program was a platform to throw light on the magnitude of the issue and share success stories in combating malnutrition along with social and scientific advancements in the area.

In addition to engaging with the external world, your Company is conducting internal employee programs to boost awareness of the causes and effects of Iron deficiency.

12. REDEMPTION OF BONUS DEBENTURES

The Company has fully redeemed on the due date i.e. 22 March 2013 the 23,890,163 8.25% Secured Redeemable Non-convertible Debentures of Rs. 170 each, amounting to an aggregate value of around Rs. 406.13 crores, issued and allotted in March 2010 from the General Reserve by way of distribution as bonus.

13. PENSION

The proceedings in the suit filed by the Pensioners Welfare Association (the Association) are in progress in the Hon''ble City Civil and Sessions Court, Bangalore. In the meanwhile, the Company''s Pension Funds continue to pay pension to the members, in terms of the Hon''ble Court''s interim order passed on 1 January 2009 as reiterated by the Hon''ble Supreme Court in its order passed in January 2011, in accordance with the computation made on defined contribution basis and submitted by the Pension Funds to the Court.

Pending disposal by the Hon''ble High Courts of Madras and Calcutta of the petitions filed by some Pensioners and the Association, the CIT, Kolkata, is yet to pass any orders on the Deeds of Variation filed by the Pension Funds in view of the interim restraint orders passed by these Hon''ble High Courts.

These and related matters have been dealt with in Note 30 to the financial statements, which are self-explanatory.

14. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure ''A'' to this Report.

15. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance along with the Auditor''s Certificate on its compliance is attached to this Report.

16. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nasser Munjee, Mr. Ness N Wadia, Dr. Vijay L Kelkar and Mr. Nusli N Wadia, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

17. PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, (the Act) read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent, excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

18. EMPLOYEE STOCK OPTION SCHEME (ESOS)

Requisite disclosure in respect of the Employee Stock Option Scheme (ESOS) in terms of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines 1999, has been provided in Annexure ''B'' to this Report.

The Share Capital of the Company has gone up from Rs. 23.89 crores as at 31 March 2012 to Rs. 23.91 crores as at 31 March 2013 and to Rs. 23.92 crores as on the date of this Report consequent upon allotment of 75,000 equity shares each on two occasions upon the exercise by the Managing Director of stock options granted under the ESOS in 2008 and 2009 respectively.

19. COST AUDIT

The Order dated 24 January 2012 issued by the Ministry of Corporate Affairs (MCA) - Cost Audit Branch, Government of India, mandating Cost Audit applies to the Company as it manufactures packaged food products falling within Chapter 19 of the Central Excise Tariff Act, 1985. The Company is accordingly required to get its cost accounting records in respect of the financial year commencing from 1 April 2012 audited by a Cost Auditor. Pursuant to Section 233B(2) of the Companies Act, 1956 the Board of Directors on the recommendation of the Audit Committee appointed M/s. N I Mehta & Co., Cost Accountants, as Cost Auditors for conducting Cost Audit for the financial year 2012-13. The Cost Audit Report is required to be filed within 180 days from the end of the financial year. The Cost Audit Report for the financial year ended 31 March 2013 will be filed within the prescribed period.

20. AUDITORS

M/s. B S R & Co. retire in accordance with the provisions of the Companies Act, 1956. They have indicated their willingness to continue in office and are recommended for re-appointment as the Company''s Auditors for the ensuing year.

21. DIRECTORS'' RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confirm that:

(a) In the preparation of annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

(b) They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2013 and of the profit of the Company for the year ended 31 March 2013;

(c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis.

22. ACKNOWLEDGEMENTS

Your Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its Management.

On behalf of the Board

Mumbai Nusli N Wadia

24 May 2013 Chairman

Mar 31, 2012

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2012.

1. FINANCIAL RESULTS

Rs. in crores

Particulars Year ended Year ended 31 March 12 31 March 11

Sale of Products 5,005.66 4,230.59

Other Operating Revenues 27.15 25.20

Other Income 58.53 48.92

Profit from Operations 231.91 186.89

(PBT before other income and finance costs)

Profit Before Tax 252.37 198.06

Less: Tax 65.63 52.77

Net Profit 186.74 145.29

Add: Profit brought forward 185.29 144.77

Profit available for

Appropriation 372.03 290.06

Less: Proposed Dividend 101.53 77.64

Less: Tax on Proposed

Dividend 16.47 12.60

Less: Transfer to General

Reserve 18.68 14.53

Balance carried forward to

Balance Sheet 235.35 185.29

Net Cash Flow from

Operating Activities 210.66 246.32

2. OVERVIEW OF COMPANY PERFORMANCE

In an increasingly challenging environment and continuing commodity inflation, profit from operations increased 24.1%, from Rs. 186.89 crores to Rs. 231.91 crores. Your Company held its overall share of about one-third of the biscuit market, strengthened its position in other bakery products like bread, cake & rusk and added Rs. 775.07 crores to sale of products, which grew 18.3%. Earnings per Share ofRs. 2 wereRs. 15.63.

Trend lines of key performance parameters are shown in the tables below:

During the year your Company won several accolades and prestigious awards, among which are:

1. IMC Ramakrishna Bajaj Award for performance excellence for 4 factories in Delhi, Gwalior, Khopoli and Bangalore.

2. CII National Food Safety Award for Delhi factory.

Additionally, Britannia was once again rated the "Most Trusted Food Brand" by consumers across India and achieved the #1 position in the survey done by AC Nielsen for The Economic Times. Brand Britannia also entered the "Hall of Fame" for being in the top 10 most trusted brands, across all product categories, for the last decade.

Your Company continues to focus on 3 key areas to drive operational excellence Ã revenue management, cost management and innovation. In 2011-12, new products generated 10% of revenue in Bakery and 14% in Dairy. As in previous years, the Company's focus on creating and delivering relevant and differentiated propositions across the portfolio of products continued and will be elaborated later in the section on Brands. March 2012 also marked the 25th anniversary of Good Day and several initiatives have been planned through the year to celebrate and enhance the consumer experience of one of the most iconic brands in India, with 4.5 MM packs purchased daily.

Your Company addressed its cost challenge by continuing to intensify cost effectiveness and efficiency initiatives in a special program that spans the entire value chain. Over 350 projects were taken up as part of this program in 2011-12 and covered every function and region. A structured program of continuous improvement was also undertaken in several manufacturing units, using kaizen, productive maintenance and total quality management. A separate program office has been set up to monitor these cross-functional projects on an ongoing basis, which involves a large number of employees across the organization.

To drive 'go to market' efficiencies, dairy and bakery distribution and sales were integrated to provide a higher width and depth of coverage and availability for dairy products. Technology investments were made, in the form of hand-held computers for order booking and capturing of relevant market place information.

Your Company's international business also expanded with export from India growing 36.4% and the 2 companies in the Middle East growing at 32.5%. International sales now account for Rs. 275.7 crores.

3. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21 (AS21) issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and those of its Subsidiaries and Associates. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Consolidated sale of products of the Company for the year ended 31 March 2012 was Rs. 5,519.96 crores compared with Rs. 4,623.25 crores in the previous year, a growth of 19.4%.

Consolidated Net Profit for the year ended 31 March 2012 was Rs. 199.55 crores compared with Rs. 134.35 crores in the previous year, a growth of 48.5%.

Rs.in crores

Particulars Year ended Year ended 31 March 12 31 March 11

Sale of Products 5,519.96 4,623.25

Other Operating

Revenues 24.62 19.65

Other Income 59.14 59.01

Profit from Operations 249.04 171.77

(PBT before other income and finance costs)

Profit Before Tax 266.58 187.15

Net Profit 199.55 134.35

Performance of Subsidiaries is discussed below:

SUBSIDIARIES

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries of your Company.

Britannia Dairy Private Limited (BDPL)

The Dairy segment saw heightened competition from both local and international players, as well as 17% milk inflation during the year. In this environment, the dairy business of your Company grew profitably by focusing on differentiated products and registered a turnover (sale of products) of Rs. 293.06 crores compared to Rs. 218.55 crores in the previous year, a growth of 34%. The business achieved net profit of Rs. 15.51 crores (after considering an amortization charge of Rs. 5.54 crores) compared to net profit of Rs. 4.22 crores (including an amortization charge of Rs. 13.04 crores) in the previous year. Your Company managed this by aggressively controlling cost, improving realization for its products and driving innovation in a very competitive market.

With more value-added products in the pipeline, your Company's dairy vision continues to be anchored in building differentiation and increasing distribution and reach for its products.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer of premium gourmet bakery products, including specialty breads, cakes, pastries and cookies which it sells through its own retail stores directly to consumers. It also sells a part of its bread range through modern trade and has an institutional business too. Its operations are largely confined to Bangalore.

Daily Bread achieved a turnover (net sale of products) of Rs. 23.69 crores during the year, compared with Rs. 18.89 crores in the previous year, a growth of over 25.4%. The business is on track to be profitable in 2012-13.

Strategic Food International Co. LLC, Dubai (SFIC)

Despite the regional upheaval in the Middle East and North Africa due to the Arab Spring, SFIC grew sales by 29.2% at AED 14.32 crores (Rs. 186.28 crores) against AED 11.08 crores (Rs. 134.30 crores) for the previous year. It posted a net loss of AED 0.33 crore (Rs. 4.34 crores), compared to a net loss of AED 1.08 crore (Rs. 13.10 crores) in the previous year. The business has seen a sharp and significant improvement in performance with an unrelenting focus on containing cost, improving the product and geographic mix and launching innovative products that have gained consumer traction, like digestive biscuits and wafers.

During the year, the Company increased its market share in the GCC region, led by the UAE and Oman. All brands have shown excellent growth, backed by significant but selective brand investment initiatives that have strengthened the Company's competitive position in all markets where it operates. The Company also started selling in Saudi Arabia and sees good prospects there for future growth.

Al Sallan Food Industries Co. SAOC (ASFI)

Sales during the year ending 31 March 2012 increased 14.7% at RO 0.86 crore (Rs. 106.99 crores), compared with prior year sale of RO 0.75 crore (Rs. 86.90 crores). Net Loss for the year was RO 1.31 lakhs, or Rs. 163.34 lakhs (last year loss on a comparable basis was RO 4.78 lakhs, or Rs. 564.94 lakhs). However, arising from a one-time interest waiver by The National Bank of Oman, a profit of RO 1.54 lakhs, or Rs. 181.51 lakhs was posted in the previous year.

The company makes and sells a select range of "Britannia" products at its world class facilities in Sohar, Sultanate of Oman, primarily for Middle Eastern markets. Royal Decrees and Governmental directives recently issued in Oman have resulted in a sharp increase in wages for Omani nationals (who constitute a mandatory minimum 35% of the workforce) and the Company is taking several steps to remain cost competitive.

Britannia and Associates (Mauritius) Private Ltd. (BAMPL)

BAMPL, a company formed in Mauritius and a wholly-owned subsidiary of the Company, is the holding company of Britannia and Associates (Dubai) Private Company Ltd., a Jebel Ali Free Zone offshore company, which in turn holds investments in Strategic Food International Co. LLC, Dubai, Al Sallan Food Industries Co. SAOC, Oman, and Strategic Brands Holding Co. LLC, a Jebel Ali Free Zone offshore company.

The combined revenue and loss of holding companies for the year ended 31 March 2012 was USD 0.13 crore (Rs. 6.35 crores) and USD 0.02 crore (Rs. 1.10 crores,) compared to USD 0.07 crore (Rs. 3.35 crores) and USD 0.04 crore (Rs. 2.04 crores) respectively, for the period ended 31 March 2011.

Investment Companies

M/s. Boribunder Finance and Investments Private Limited (Boribunder), M/s. Flora Investments Company Private Limited (Flora) and M/s. Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment subsidiaries of your Company. Boribunder is a wholly owned subsidiary of your Company.

The combined revenue and profit of the investment companies for the year ended 31 March 2012 was Rs. 0.14 crore and Rs. 0.08 crore respectively.

Further, pursuant to Section 4 of the Companies Act, 1956, the following companies engaged in manufacture of biscuits at various locations are also deemed to be subsidiaries of your Company. The revenue from operations and net profit of the said subsidiaries during 2011-12 are as under:

Rs. in crores

Name of Subsidiary Revenue Net Profit from / (Loss) Operations

International Bakery Products Ltd., Pondicherry 15.54 0.16

J B Mangharam Foods Private Ltd., Gwalior 22.64 1.62

Manna Foods Private Ltd., Madurai 10.06 0.06

Ganges Vally Foods Private Ltd., Hoogly 15.52 0.20

Sunrise Biscuit Company Private Ltd., Guwahati 93.65 (0.09)

Welfare Companies

Britannia Employees General Welfare Association Private Limited, Britannia Employees Educational Welfare Association Private Limited and Britannia Employees Medical Welfare Association Private Limited are three of the other Subsidiaries of your Company. These are companies limited by guarantee, have no share capital and have been set up for general, educational and medical welfare of the employees of your Company. They are not engaged in any commercial activity.

4. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 425% on the paid up equity share capital of the Company, which works out to Rs. 8.50 per share, for consideration and approval by the shareholders at the Annual General Meeting. The total payout will be Rs. 118 crores, including dividend distribution tax ofRs. 16.47 crores.

5. BRANDS

Brands are the fountainhead of your Company's profitable growth and during the year, significant investments were made in product development, supply chain and advertising and promotion to make Britannia brands relevant and distinctive. Your Company invests a lot of time and effort in talking with consumers and crafting different, better and special products to delight and satisfy a vast array of their consumption occasions.

As mentioned earlier, several new and renovated offerings were successfully introduced across the entire portfolio that include: NutriChoice Multigrain Thins and Roasty, Pure Magic, Treat Fruit Creams, Marie with Honey and Oats, 50-50-Snackuits, Good Day Fresh Bake Butterscotch and Chocolate Ecstasy, etc. Additionally, the Britannia bread range was augmented with Multigrain, Honey-Oats, 100% Whole Wheat and Multifiber breads. A Gourmet cheese range consisting of slices and spreads, as well as the Tiger-Zor chocolate and almond milk provided significant impetus to the Dairy business.

Your Company has and will continue to invest aggressively in brand building programs, including the capability for establishing a continuous pipeline of innovations and renovations. Your Company has also collaborated with reputed academic institutions and other companies to complement its efforts and build strong platforms for sustained and significant product categories and businesses.

Your Company is committed to building a competitive edge at the front-end, driving effectiveness by using technology powerfully and is the only food company that has introduced a 'Hand-Held' device for its sales people to book orders, enabling the capture of real time and accurate information to service demand with speed and precision.

6. SUPPLY CHAIN AND MANUFACTURING OPERATIONS

The focus here continues to be on reducing complexity, improving stock replenishment at depots and distributors and reducing total cost to deliver. Capacity has been added in several existing manufacturing units and 2 new Greenfield units in Hajipur, Bihar and Khurda, Orissa were completed and commissioned towards the end of the year. Additionally, technology innovations that increase manufacturing productivity have been implemented in several units and will be rolled out where relevant.

New tools are being introduced to deal with reducing the network complexity of manufacturing units and depots across the range of product lines, thereby improving availability at optimal cost. Your Company has, where relevant, created operational synergies through combining the sales, distribution and replenishment structure and infrastructure for domestic Bakery and Dairy.

Procurement processes have been reinforced to ensure greater competitiveness and transparency in price discovery, through the use of e-platforms.

7. QUALITY STANDARDS

The importance on comprehensively addressing quality right through the value-chain has been encompassed in a new program in the Company Ã 'Q-Next' where the emphasis is to continually raise standards of quality, not just in products and packs but also processes and systems.

To maintain sustained focus on all operational excellence programs, a new function for Manufacturing Excellence has been set up to drive various initiatives like Total Productive Maintenance (TPM), Total Quality Management (TQM) and ongoing improvements through a well-structured Kaizen program.

As mentioned earlier, 4 manufacturing units were given the prestigious IMC Ramakrishna Bajaj National Performance Excellence Award in the manufacturing category. The Corporate Office at Bangalore also received an award, the requirements of which are based on the Malcolm Baldrige Award for Business Excellence in the USA.

Additionally, the Delhi factory received the National Food Safety Award and the Gwalior factory a commendation certificate from the Confederation of Indian Industries. To strengthen the Company's capability for exports to the EU, both these factories have also been certified for BRC (British Retail Consortium) standards.

8. INFORMATION TECHNOLOGY

The relevant and smart application of Information Technology enables your Company to improve operational efficiencies and decision effectiveness. During 2011-12 your Company implemented a Product Lifecycle Management (PLM) system to enhance the productivity of its Research and Development processes. A Supplier Portal was also created to effectively manage procurement operations.

To address the security aspects of information technology systems, your Company deployed Network Security appliances and implemented redundancy in the MPLS network system to ensure high availability of IT systems across all its manufacturing and distribution locations.

A project has also been initiated to transform and integrate supply chain processes using an IT solution to enable dynamic demand planning and effectively address challenges in managing the supply chain.

9. ENVIRONMENT AND SAFETY

Energy conservation and the use of clean fuels continue to be a priority area for your Company. Following a successful pilot test at one unit, a new design oven, to conserve energy requirements, was commissioned in other units.

The use of environment friendly fuels like propane, LPG, PNG and biomass for baking purposes has been extended wherever such fuels are available. Creation of multi-fuel flexibility has led to a significant shift towards use of cleaner fuels and more such opportunities will be harnessed in future. Additionally, a pilot test is in progress to use polymer fuel made from recycled plastic. The endeavor is to continually look for opportunities to shift to clean fuels and conserve energy.

In the spirit of reducing waste and encouraging re- cycling, a wet waste composting facility has been set up at the Bangalore Office, in collaboration with a local NGO and a Waste Management System has been implemented that fully recycles both the dry and wet waste. The plan is to extend this to other office locations and factories, for which a pilot is already under way at a contract packing unit in Bangalore.

As part of its overall safety initiatives, your Company has implemented several safety measures at all its offices, mainly in terms of:

- An Emergency Preparedness Plan at the Corporate Office

- Safety Audits as per National Building Code for all Regional Offices

- Installation of Safety and Security systems (Fire Alarms, Access Control and Surveillance Systems) at regional offices

- Fire fighting mock drills in most locations.

Your Company is committed to being an environmentally responsible company and ensuring the health and safety of all its employees, contractors and visitors at the workplace. In line with this objective and to create a "Zero Accident" culture, all its factories and joint ventures will be OHSAS 18001 (Health and Safety Systems) certified during the next two years in a phased manner, the work for which has already begun.

Your Company is benchmarking its occupational health and safety performance indicators across all manufacturing locations to identify, monitor, record and adopt best practices in its operations. Its approach to safety and health in the workplace is an essential part of its value proposition for employees and several health and safety initiatives are undertaken on an ongoing basis.

As part of OHSAS certification, GAP assessment on occupational health and safety has been undertaken by Lloyd's Register Quality Assurance Ltd. (LRQA) at the Company's factories in Delhi and Rudrapur and at Super Snacks, a contract packer.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company believes that the best way to be socially responsible on a sustainable basis is to embed that into its business model. It, therefore, approaches CSR as Corporate Sustainable Responsibility and is focusing on 2 areas Ã food based solutions to increasing nutrition and energy conservation, which includes waste management, elaborated earlier in the note.

Its health and nutrition efforts embody the removal of unhealthy ingredients like transfats from its biscuit recipes and the addition of micro-nutrients (vitamins and minerals) to almost 60% of the volume it sells through brands like Tiger Glucose, Marie, Vita MarieGold, Milk Bikis, Britannia Bread, Tiger Chocolate and Badaam Milk.

Your Company has also pioneered relevant products to address specific health concerns like diabetes, which is fairly prevalent in India and was the first to bring to market, energy-snacks, with a low glycemic index specially created for people with diabetes Ã Nutrichoice Diabetic Friendly Essentials. Last year, your Company added to the portfolio a savory, multi-grain roasted snack, Roasty, also with a low glycemic index.

As you are aware, Indians, especially children and women, suffer from wide spread micronutrient deficiency Ã the most notable being Iron Deficiency Anaemia which affects almost 60% of school going children. Your Company has specially formulated iron-enriched biscuits that can supplement the main, hot meal that is given to children in school. The biscuit becomes an acceptable and welcome 'carrier' for iron supplementation. This initiative is executed through a range of partnerships with several NGOs and supply of iron-enriched biscuits to government schools in several states.

During 2011-12, your Company partnered with the Karnataka Nutrition Mission and adopted 2 villages to comprehensively address health and nutrition concerns of children, adolescent girls, pregnant and lactating women. The work involves a baseline understanding of the relevant nutrition and health parameters, creating awareness among women of good health and hygiene practices, educating them on the need for adequate food and nutrition for themselves and their families, supplementing their diet with micronutrients using biscuits as the carrier for these and measuring the health and nutrition indicators over a period of time.

Your Company continues to pursue relevant partnerships with key organizations in Nutrition like GAIN (Global Alliance for Improved Nutrition), UNWFP (United Nations World Food Program), WBI (World Bank Institute), CGI (Clinton Global Initiative), etc.

As mentioned in previous reports, the "Britannia Nutrition Foundation" was set up with the belief that every child in India has the right to growth and development through good food - every day. The work of the Foundation is in three core areas - disseminating scientific knowledge in the area of nutrition, building awareness of the massive malnutrition challenge and its solutions and creating a platform for multi-sectoral dialog and informed action. The Foundation does this through an annual symposium during the National Nutrition Week in the 1st week of September, each year. The topic of the symposium on 2nd September 2011 in New Delhi was, "Making a case for all stakeholders to come together to combat malnutrition". The Symposium had 18 international and national speakers of eminence from the scientific and medical fraternities, the development sector and the Government. The Symposium shared success stories from other countries in combating malnutrition along with scientific advancements in the area. The final session was a panel discussion, televised on a leading national news channel and included an eclectic mix of participants from the nutrition, policy making, corporate and communication sectors, in addition to participation from the audience, several of whom are members of civil society networks and work in the development sector on issues relating to health and nutrition. For the first time, student papers were invited and awards given for new thinking. The jury for these awards was drawn from the academic and scientific community focusing on nutrition.

Your Company also sponsored and participated in health and nutrition seminars to further the cause of awareness building. Some of them are:

- International Life Sciences Seminar, New Delhi, April 2011

- Functional Foods and Beverages Seminar, Mumbai, July 2011

- India Diabetes Summit, New Delhi, August 2011

- 56th Annual National Conference of IPHA (Indian Public Health Association), Cochin, February 2012

- PFNDAI seminar on Carbohydrates for a Healthy Future, Mumbai, February 2012

- International Symposium on Access@Base of Pyramid, February 2012

11. PENSION

The proceedings in the suit filed by the Pensioners Welfare Association (the Association) in the Hon'ble Court of City Civil and Sessions Judge, Bangalore, are in progress.

The deeds of variation filed by the Company's Pension Funds with the CIT, Kolkata, pursuant to the orders passed by CBDT in March 2011, are pending as the Hon'ble High Courts of Madras and Calcutta have restrained the CIT from passing any orders till disposal of the petitions filed by some pensioners and the Association.

These and related matters have been dealt with in Note No. 29 to the Accounts, which are self- explanatory.

12. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure 'A' to this Report.

13. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance along with the Auditors' Certificate on its compliance is attached to this Report.

14. DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Keki Dadiseth, Mr. Avijit Deb, Mr. Nimesh N Kampani and Mr. S S Kelkar, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

15. PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956 (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent, excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

16. EMPLOYEE STOCK OPTION SCHEME (ESOS) Requisite disclosure in respect of the Employee

Stock Option Scheme in terms of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Share Purchase Scheme) Guidelines 1999 has been provided in Annexure 'B' to this Report.

17. WADIA BRAND EQUITY & BUSINESS PROMOTION AND SHARED SERVICES AGREEMENT

The Wadia Group has several companies in diverse sectors like the airlines, food, textiles, chemicals etc. and employs various subject matter experts in areas such as Legal, Finance, Information Technology, Treasury, Taxation, Human Resources, Procurement, Risk Management etc. With a view to maximizing the efficiency and effectiveness of these specialized resources, a formal structure has been created under Nowrosjee Wadia & Sons Limited (NWS) to serve the common interests of all the Group Companies. The combined skills, knowledge and expertise of this structure will benefit all the Group Companies availing of this arrangement.

In order to formalize this structure of common services and avail of the standing of the Wadia Group Brand, the Board of your Company, during the year, approved an Agreement between NWS and your Company to enter into the 'Wadia Brand Equity & Business Promotion and Shared Services Scheme'.

18. COST AUDIT

The Ministry of Corporate Affairs (MCA) Ã Cost Audit Branch, Government of India, in terms of its Order Ref: File No. 52/26/CAB-2010 dated January 24, 2012, has directed that a company to which the Companies (Cost Accounting Records) Rules, 2011 apply and which are engaged in the production or manufacture inter alia of packaged food products falling within Chapters 2 to 25 (except Chapters 5, 6, 14, 23 and 24) of Central Excise Tariff Act, 1985 and whose aggregate value of the turnover made from sale or supply of all its products / activities during the immediately preceding financial year exceeds Rs. 100 crores; or whose equity or debt securities are listed on any stock exchange, is required to get its cost accounting records in respect of each of its financial year commencing on or after 1 April 2012, audited by a cost auditor who shall be, either a cost accountant or a firm of cost accountants, holding valid certificate of practice under the provisions of Cost and Works Accountants Act, 1959 (23 of 1959).

This Order applies to your Company as it manufactures packaged food products falling within Chapter 19 of the Central Excise Tariff Act, 1985. The Company is accordingly required to get its cost accounting records in respect of the financial year commencing from 1 April 2012, audited by a cost auditor. The Company has already initiated action for complying with the aforesaid Order.

19. AUDITORS

M/s. B S R & Co. retire in accordance with the provisions of the Companies Act, 1956. They have indicated their willingness to continue in office and are recommended for re-appointment as the Company's Auditors for the ensuing year.

20. DIRECTORS' RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confirm that:

(a) In the preparation of annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

(b) They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2012 and of the profit of the Company for the year ended 31 March 2012;

(c) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

The Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its management.

On behalf of the Board

Mumbai Nusli N Wadia

28 May 2012 Chairman

Mar 31, 2011

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2011.

1. FINANCIAL RESULTS

Rs. MM

Particulars Year ended 31 March 11 Year ended 31 March 10

Gross sales 42,460 34,266

Other income 588 508

profit from operations 1,794 1,248

(PBT before other income, fnance costs and exceptional items)

profit before tax 1,981 1,208

Less: Tax 528 43

Net profit 1,453 1,165

Add: profit brought forward 1,448 1,096

profit available for appropriation 2,901 2,261

Less: Proposed dividend 776 597

Less: Tax on dividend 126 99

Less: Transfer to general 146 117 reserve

Balance carried forward to 1,853 1,448

Balance sheet Net cash flow from operating activities 2,431 2,039

2. OVERVIEW OF COMPANY PERFORMANCE

In an environment that is becoming increasingly competitive and in a business whose profit and profitability are greatly impacted by commodity infation, profit from operations increased from Rs. 1,248 MM to Rs. 1,794 MM. Your Company added Rs. 8,194 MM to the gross sales, which grew 23.9%. Earning per Share was Rs. 12.16. The tables below show trends in performance across key parameters:

In 2010-11 the unprecedented infationary pressures on the consumer food basket continued, as did commodity infation for the food industry.

Against this adverse economic scenario and continued competitiveness that eroded the overall industry profit pool, your Company continued to focus on its growth strategy, led by its Power Brands and at the same time restructured operations to reduce cost. Britannia bakery brands including cake, rusk and bread grew 23.9% with biscuit brands outpacing market growth.

Your Company addressed the cost challenge by signifcantly reducing cost through consolidating operations, re-structuring manufacturing units, reducing complexity and eliminating wastages in the value chain. Your Company will continue and intensify the thrust on cost effectiveness in the coming year as well.

Your Companys focus on building new capabilities and a robust pipeline of innovation resulted in several new launches. Coupled with leading edge go-to-market approaches these innovations tap new sources of growth and profitable revenue, while building brand differentiation and relevance. Launches in the Indulgence portfolio continued with ÃTreat-O and ÃGoodDay Choconut and ÃGoodDay Chocochip cookies. Your Company further strengthened its entry in the mass cookies segment through the launch of ÃTiger Krunch cookies in Fruit n Nut and Chocochip variants. Your Company also entered the functional health segment with the launch of specially formulated Diabetic-friendly biscuits under the Nutrichoice brand. "On-the- go consumption" at the Rs. 5 price point has been a thrust area.

2010-11 saw your Company entering new consumption segments, with the pilot launch of Breakfast Cereals - ÃBritannia Healthy Start in Mumbai. This is a delicious and healthy ready-to- cook range of breakfast options like porridge, oats, upma and poha mixes.

The Companys Dairy operations represent a big pillar for growth. Despite an unexpected infation in milk prices, growth has been accelerated in the Dairy vertical and synergies are being secured with the Britannia bakery business. Operations have also been streamlined for superior profitability and there have been sustained activities in the highly competitive cheese portfolio. Investment in new innovations - Actimind, Dahi, UHT Milk, Tiger Zor choco-milk was also strengthened.

Growth momentum continued and escalated in the emerging categories Ã Breads, Cakes and Rusks. Your Company is investing behind these categories and building consumer relevance and brand differentiation through new products, new consumption moments as well as through new communication.

Export out of India continues to grow rapidly at over 30%. Your Company has added dairy products to its exports range. During the current year the Company is expanding the range of products and opening new channels of distribution in key markets.

While the business environment continued to be challenging and competitive, consumers continued to buy and consume more of the Companys brands, more often. Your Company was ranked as the ÃMost Respected FMCG Company by Business World. Consumers once again voted brand "Britannia" as # 1 ÃMost Trusted Food Brand and # 5 ÃMost Trusted Brand across all product categories in an independent survey conducted by A C Nielsen and The Economic Times. Brand "Britannia" also entered the Hall of Fame as it has been voted among the Top 10 Most Trusted Brands for a continuous period of 10 years.

Britannia won the prestigious IMC Ramkrishna Bajaj National Quality performance excellence trophy 2010 for two of its units Ã the Rudrapur factory and the cake factory in Mangaldoi.

The Britannia Nutrition Foundation (BNF) was founded in this year and on the eve of National Nutrition Week (1 September 2010), BNF organized a symposium "Indias Malnutrition: Combating the Hard Core" in New Delhi. The symposium saw huge participation and engagement with 19 international and national speakers of repute and expertise, and a 200 strong audience comprising the government sector, the development sector, the medical and scientifc fraternity.

3. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21(AS21) issued by the Institute of Chartered Accountants of India. The Consolidated Statements refect the results of the Company and those of its Subsidiaries and Associates. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

The Consolidated turnover of the Company for the year ended 31 March 2011 was Rs. 46,378 MM.

The Consolidated Net profit of the Company for the year ended 31 March 2011 was Rs. 1,343 MM compared with Rs. 1,032 MM in the previous year.

Rs. MM

Particulars Year ended Year ended 31 March 11 31 March 10

Gross sales 46,378 37,963

Other income 649 582

profit from operations 1,700 1,046 (PBT before other income, fnance costs and exceptional items)

profit before tax 1,871 1,087

Net profit 1,343 1,032

Performance of Subsidiaries and Associates is presented below:

SUBSIDIARIES AND ASSOCIATES

Your Directors present herewith a broad overview of the operations and financials of Subsidiaries and Associates of your Company.

Britannia Dairy Private Limited (BDPL)

During the current year, the Company operated in a highly infationary environment and faced huge cost pressures owing to the surging price of milk which increased by around 17% compared to the previous year. In spite of this the business grew profitably by focusing on its value added portfolio like cheese and registered a turnover of Rs. 2,185 MM compared to Rs. 1,888 MM in the previous year - a growth of 16%. The business recorded a net profit of Rs. 42 MM (after considering an amortization charge of Rs. 130 MM) compared to a net loss of Rs. 344 MM (including an amortization charge of Rs. 498 MM) in the previous year. Your Company managed this by aggressively controlling costs and improving realization for its products in a very competitive market.

With more value-added products in the pipeline, your Companys dairy vision continues to be anchored in building differentiation by giving delightful consumer experiences. The plan is to accelerate profitable growth by augmenting and leveraging sales and distribution and accessing new geographies.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer and retailer of premium, gourmet bakery products, including specialty breads, cakes and cookies which it sells to institutional, modern trade and retail segments. In 2010-11 Daily Bread expanded its retail and franchisee operations in Bangalore and Hyderabad.

Daily Bread has achieved a turnover of Rs. 192 MM during the year as against Rs. 147 MM in the previous

year registering a growth of over 31%. Daily Bread has made signifcant improvement in its operations to achieve cash break-even for the year, compared to cash loss of Rs. 37 MM in previous year.

Strategic Food International Company LLC, Dubai (SFIC)

Despite the challenging global economic scenario and a real population decline in Dubai, UAE where the Company has a sizeable presence, the Company increased sales by 12% to AED 110.8 MM (Rs. 1,343 MM) for the year ended 31 March 2011 as against the previous years levels AED 99.3 MM (Rs. 1,280 MM). For the year ended 31 March 2011, SFIC posted a net loss of AED 10.8 MM (Rs. 131 MM), compared to a net loss of AED 14.4 MM (Rs. 185 MM) for the previous year. A new CEO was recruited in September 2010 to lead the business to the next level.

During the year, the Company increased its market share in the GCC region and made signifcant brand investments. These initiatives have strengthened the Companys competitive position, with share gains in all markets in the GCC where the Company operates. The recent upheaval in North Africa has affected business in markets such as Libya but the Company is confdent that this will be made up in other markets.

Al Sallan Food Industries Company SAOC (ASFI)

Sales for the year ended 31 March 2011 were recorded at Omani Rials (OMR) 7.52 MM (Rs. 869 MM) as against OMR 7.56 MM (Rs. 924 MM) for the year ended 31 March 2010. Unrest in Sohar led to loss of production in February and March 2011. The Company for the frst time since its inception recorded a net profit of OMR 0.15 MM (Rs. 18 MM) for the year ended 31 March 2011 compared to a net loss of OMR 0.68 MM (Rs. 83 MM) in previous year, after considering an interest waiver from the National Bank of Oman of OMR 0.63 MM (Rs. 74 MM) following the early settlement of the outstanding loan. profitability was adversely affected owing to increase in commodity prices and lower sales due to the challenging global economic scenario.

Investment Companies

M/s. Boribunder Finance and Investments Private Limited (Boribunder), M/s. Flora Investments Company Private Limited (Flora) and M/s. Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment Associates of your Company. Boribunder is a wholly owned subsidiary of your Company.

The combined revenue and profit of the investment companies for the year ended 31 March 2011 was Rs. 30.49 MM and Rs. 23.80 MM respectively.

Further, pursuant to Section 4 of the Companies Act 1956, the following companies engaged in manufacture of biscuits at various locations are also deemed to be subsidiaries of your Company. The Gross Income and Net profit of the said subsidiaries during 2010-11 are as under:

Rs. MM

Name of Subsidiary Gross Net income profit /(loss)

International Bakery Products 139 0.7 Limited, TC Balam

J B Mangharam Foods Private 183 7.1 Limited, Gwalior

Manna Foods Private Limited, 2 0.07 Kolkata

Ganges Vally Foods Private 136 (0.98) Limited, Kolkata

Sunrise Biscuit Company 821 (23.0) Private Limited, Guwahati

Britannia and Associates (Mauritius) Private Limited (BAMPL)

BAMPL, a Company formed in Mauritius and a wholly owned subsidiary of the Company, is the holding company of Britannia and Associates (Dubai) Private Co. Limited, a Jebel Ali Free Zone Company, which in turn holds investments in Strategic Food International Co. LLC, Dubai and Al Sallan Food Industries Company SAOC, Oman.

The combined revenue and loss of holding companies for the period ended 31 March 2011 were USD 0.35 MM (Rs. 16.02 MM) and USD 0.45 MM (Rs. 20.23 MM) respectively.

Welfare Companies

Britannia Employees General Welfare Association Private Limited, Britannia Employees Educational Welfare Association Private Limited and Britannia Employees Medical Welfare Association Private Limited are the three other Associates of your Company. These are companies limited by guarantee, have no share capital and have been set up for general, educational and medical welfare of the employees of your Company. They are not engaged in any commercial activity.

4. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 325% on the paid up equity share capital of the Company, which works out to Rs. 6.50 per share, for consideration and approval by the shareholders at the Annual General Meeting. The total payout amounts to Rs. 902 MM including dividend distribution tax of Rs. 126 MM.

5. BRANDS

Brands provide the momentum for business growth and during the year, investment in Research and Development, Advertisement and Sales Promotion increased by 12.7% and coupled with the renovation and innovation efforts, resulted in 23.9% growth.

Several new and renovated offerings were successfully introduced across the entire portfolio that include Milk Almond Cookies, Fruit Dhamaka Cookies, Tiger Krunch - Fruit n Nut/Chocochips,

Diabetic friendly biscuits under Nutrichoice, Time Pass Toasted snack variants, Maska Chaska variants, Treat-O and GoodDay - Chocochips and Choconut. Signifcant introductions in Bread and Cake include Sweet Bread, Milk Bread, Healthy Slice Bread, Premium Sandwich variants and Fruit chunk cakes, and provided signifcant impetus to the Bread and Cake business.

Your Company continues to invest signifcantly in its capability-building and structured innovation process, which is refected in the launch of varied and differentiated offerings to strengthen the business. Your Company has also initiated the process for breakthrough innovations through interactions with reputed institutions, which is expected to help build a strong platform for sustained and signifcant business leadership and growth.

Signifcant innovation in packaging has led to the introduction of attractive and cost-effective new packs catering to increasing purchase and consumption both in-home and out of home.

6. SUPPLY CHAIN

The singular focus of supply chain has been to improve availability of stocks and reduce overall cost. A continuous focus on availability through specifc projects in the customer service area improved the availability of SKUs at depots and with customers. New tools have been introduced for price discovery and this has brought in vendors with new capability. Further, a focused effort was made to improve volumetric utilization of trucks, which led to good savings. In addition, an IT tool was used to generate the optimum network and this was rigorously followed to deliver the least cost in manufacturing and distribution.

7. QUALITY STANDARDS

Each year your Company re-visits its quality standards and makes them more stringent.

Your Companys Rudrapur Unit (Biscuits) and one of its Contract Packers, Sunandram Foods Private Limited at Guwahati (Cakes) have been awarded the Performance Excellence Trophy in Manufacturing by The Indian Merchant Chambers and Ramkrishna Bajaj National Quality Awards Committee which includes a Crystal Trophy, a certifcate and a Citation. The requirements for this award are based on the Malcolm Baldridge model of the US.

It is your Companys endeavor to deliver excellence in quality and there are specifc programs in place to pervasively drive this quality culture.

To strengthen the Companys capability for exports to EU, its Contract Packer, M/s. Uttam Foods at Khopoli (Maharashtra) has been certifed for BRC (British Retail Consortium) Standards.

8. MANUFACTURING OPERATIONS

Your Company has revised its manufacturing footprint to support profitable growth. In that context, capacities were created at relevant locations to meet demand. Additionally, there was the continual focus on de-bottlenecking existing capacities and improving the productivity levels at current units.

The creation of these capacities and capabilities has helped the Company deliver the volume growth at improved customer service levels and lower costs.

9. INFORMATION TECHNOLOGY

Your Company continues to invest in Information Technology to improve operational effciencies and enhance productivity. During the year a business intelligence system was implemented to enable effective analysis of secondary sales information to drive top line growth by identifying new opportunities. A project has also been initiated to connect the contract manufacturing units and depots to the Companys data centre in Bangalore through a more effcient network to ensure faster response to IT systems.

During the year, your Company also consolidated its core ERP infrastructure using new generation servers leading to signifcant reductions in energy/ power consumption and enhanced effciencies.

10. ENVIRONMENT AND SAFETY

Several initiatives were continued by the Company as part of energy saving measures including a new generation oven piloted in one of its own units. The drive for energy conservation is always a key priority and your Company continually strives to achieve this through process improvements and through enhancing equipment capability. Environment friendly fuels like propane, LPG, PNG and biodiesel were used for baking purposes wherever such fuels were available, to reduce pollution.

As part of its overall safety initiatives, your Company has implemented several safety measures at its Corporate Offce at Bangalore mainly in terms of:

. Implementation of Fire Safety Measures in compliance with National Building Code and Fire Norms

. Creation of Emergency Control Room

. Emergency Preparedness and Evacuation

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company continues to pursue its Corporate Responsibility by driving the Health and Nutrition agenda in India. Your Company is moving along the path of "Better for You" products and "Good for You" products. "Better for You" includes initiatives of removal of unhealthy content like transfat which the Company undertook three years ago and continues to be the leading Company doing the same. Your Company now has a portfolio of "Good for You" products which are vitamin and mineral enriched Ã these products constitute 55% of your Companys product portfolio. In the last year, your Company pioneered energy-snacks specially created for people with diabetes Ã Nutrichoice Diabetic Friendly Essentials. As you would be well aware, India is the Diabetes capital of the world.

Another well documented statistic is that India suffers from wide spread micronutrient defciency - the most notable being Iron Defciency or Anaemia which affects 70% of the Indian population. Your Company continues to support several NGOs by supplying specially formulated Iron Fortifed Biscuits.

Your Company pursues relevant partnerships with key organizations in Nutrition like GAIN (Global Alliance for Improved Nutrition), UNWFP (United Nations World Food Program), WBI (World Bank Institute), CGI (Clinton Global Initiative), etc. Your Company has been recognized for its CSR efforts in the last year by the eminent Rotary Club of India and the Navjyoti Foundation.

Your Company also set up the Britannia Nutrition Foundation which seeks to "Secure every childs right to growth and development through good food everyday". The objective of the Britannia Nutrition Foundation is to work in three core areas - Scientifc Knowledge Building and Dissemination, Education and Awareness building at grass root levels, Creating a Platform for Action. Your Company organised an international symposium on 1 September 2010 in New Delhi coinciding with the National Nutrition Week. The symposium was titled "Indias Malnutrition - Combating the Hard Core". It had 19 international and national speakers of eminence from the scientifc and medical fraternities, the bureaucracy as well as the development sector. The symposium brought to light the success stories from around the world in combating malnutrition along with the scientifc advancements in the area. The fnal session of the symposium saw a healthy panel discussion on creating a platform for action in India.

Your Company also sponsors and participates in health and nutrition seminars to further the cause of awareness building. Some of them are:

. International Symposium on Transfats, Delhi, April 2010

. Sponsorship of Diabetes Blue Fortnight, World Diabetes Day, 14 November 2010

. 55th Annual National Conference of IPHA (Indian Public Health Association), Belgaum, January 2011

. 1st National Conference on Nutritional Anaemia, LTMG Hospital, Mumbai, January 2011

12. SUB-DIVISION OF EQUITY SHARES

In terms of the approval accorded by the shareholders at the Annual General Meeting held on 9 August 2010, each equity share of the face value of Rs. 10 each fully paid up was sub-divided into 5 equity shares of the face value of Rs. 2 each fully paid up on and from 9 September 2010 (the Record Date fixed by the Board for the purpose).

13. VOLUNTARY DELISTING OF EQUITY SHARES

The Companys equity shares were voluntarily delisted from the Calcutta Stock Exchange Limited (CSE) with effect from 12 January 2011 in terms of the SEBI (Delisting of Equity Shares) Regulations, 2009. However, the Companys equity shares continue to be listed on the Bombay Stock Exchange Limited (BSE) and the National Stock Exchange of India Limited (NSE) having nation wide terminals.

14. PENSION

In respect of the notice received from the Commissioner of Income Tax (CIT), Kolkata in April 2007, to the Companys Covenanted Staff Pension Fund asking it to show cause why recognition granted to the Fund should not be withdrawn for refunding in the year 2004, the excess contribution of Rs. 121.20 MM received by it in earlier years, the Honble Supreme Court of India has directed the Single Judge of the Honble Calcutta High Court to hear the same.

Pursuant to the directions of the Honble Madras High Court, the CIT, Kolkata passed orders rejecting the deeds of variation submitted in May 2005 by the Companys Pension Funds on technical grounds. The Company preferred appeals before the Central Board of Direct Taxes (CBDT), New Delhi challenging the orders of the CIT. CBDT passed orders in the said appeals in March, 2011 directing the Company inter alia to submit deeds of variation incorporating the modifcations in line with the directions made in the orders effective 1 November 2004. The modifed deeds of variation in line with the directions contained in the CBDT orders have already been fled with the CIT, Kolkata, for his approval. In writ petitions fled by some of the pensioners, the Honble Madras High Court has passed an interim order restraining the CIT, Kolkata, from approving the deeds of variation pending disposal of the writ petitions.

A suit was fled by the Britannia Industries Limited Pensioners Welfare Association (Ãthe Association) in the Honble Court of City Civil and Sessions Judge, Bangalore, where the Honble Court passed interim orders on 1 January 2009 and 10 February 2009 directing the Funds to pay pension to the members in accordance with the computation made and submitted by the Pension Funds to the Court. This computation was on a defned contribution basis, and is consistent with the pension offered by the Pension Funds to eligible employees at the time of their retirement/exit. The Funds have been complying with the said order. In April 2010, the Honble judge passed another interim order requiring the Funds to pay pension as per Rule 11(a) of the Pension Fund Rules, i.e. on "Defned Beneft Basis", and gave the Funds 2 months time for complying with the order.

In an appeal fled against this order in the Honble Karnataka High Court, the Honble High Court in April 2010 modifed the Trial Courts order so as to extend the time limit from 2 months to 3 months and in July 2010, further modifed the Trial Courts order directing inter alia that the pension shall be paid as per Rule 11(a) from the date of fling of the suit by the Association in the Honble Bangalore City Civil Court, i.e. with effect from 17 June 2008.

The Company fled Special Leave Petitions (SLPs) in the Honble Supreme Court against the above order of the Honble Karnataka High Court. The Honble Supreme Court passed an order in January 2011 disposing of the SLPs and directing inter alia that the interim order passed by it in September 2010 directing that the Pension Funds should continue to pay pension as per the interim order passed by the Honble Bangalore City Civil Court on 1 January 2009 would continue till disposal of the suit by the Trial Court.

The proceedings in the main suit are currently in progress in the Honble Bangalore City Civil Court.

The above matters have been dealt with in Note No. 27 of schedule S to the Accounts, which are self- explanatory.

15. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure ÃA to this Report.

16. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance along with the Auditors Certifcate on its compliance is attached to this Report.

17. DIRECTORS

Mr. Pratap C. Khanna, Director, passed away on 12 February 2011. He was 85. He had a long association with the Company since 1948 in various capacities including as General Manager of its Delhi Branch and as a Director from 1973 to 1981 and from 1993 till his death in February 2011 and as a Member of the Audit Committee from 2008 to 2011. The Board records its sorrow and deep sense of loss on the passing away of Mr. Khanna.

Your Board had appointed Dr. Ajai Puri as a Director with effect from 30 April 2009 in the casual vacancy caused by the resignation of Mr. Philippe Loic Jacob. He holds offce up to the date of the forthcoming Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 112 of the Articles of Association of the Company, and is eligible for appointment as a Director of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Nusli N Wadia, Mr. A K Hirjee and Mr. Jeh N Wadia, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

18. PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, (Ãthe Act) read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent, excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Offce of the Company or write to the Company Secretary for a copy thereof.

19. EMPLOYEE STOCK OPTION SCHEME (ESOS)

Requisite disclosure in respect of the Employee Stock Option Scheme in terms of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, has been provided in Annexure ÃB to this Report.

20. AUUITORS

M/s. B S R & Co. retire in accordance with the provisions of the Companies Act, 1956. They have indicated their willingness to continue in offce and are recommended for re-appointment as the Companys Auditors for the ensuing year.

21. DIRECTORS RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confrm that:

(a) In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2011 and of the profit of the Company for the year ended 31 March 2011;

(c) They have taken proper and suffcient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis.

22. ACKNOWLEDGEMENTS

The Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its management.

ANNEXURE A To THE DIRECTORS REPORT

Information under Section 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 and forming part of Directors Report for the year ended 31 March 2011.

A. CONSERVATION OF ENERGY

(a) Following energy conservation measures were undertaken during 2010-11:

(i) Enhancement of cream shell production by 40% at Uttarakhand through optimum extension of baking oven length resulting in better utilisation of line equipments thereby enabling reduction in energy consumption per tonne.

(ii) Energy effcient continuous mixing system installation in Uttarakhand replacing conventional mixing system, which delivered substantial energy conservation.

(iii) Installation of roof top air extractors (operating without electricity) in place of electrical exhaust fans in Uttarakhand factory.

(iv) Installation of waste heat hot water generator at Delhi, enabling reduction of energy consumption and also ensuring reduction on impact on environment. The hot water generated is being used in the pre-mixing section.

(v) Installation of heater in the pre-oven section at Delhi, enabling core heating of the product thereby achieving baking time reduction, productivity enhancement and reduction in energy consumption per tonne.

(vi) Pre-heating of air in the Baking Oven at Kolkata factory has helped in improving combustion effciency, thereby ensuring energy conservation.

(vii) All sodium vapor lamps were replaced with metal halide lamps in Uttarakhand factory.

( v i i i ) Installation of CFL lights replacing conventional tube lights at possible locations.

(b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Investment of Rs. 40 MM planned in 2011-12 for investing in various projects relating to reduction in energy consumption

(c) Impact of measures at (a) and (b) above: Electricity consumption reduced to 116.71 units/mt of Biscuit production from 123.71 units/mt, resulting in reduction of almost 6% over the previous year.

The rate per unit of electricity purchased was higher at Rs. 4.95 per kwh, compared with Rs. 4.59 per kwh in the pervious year, due to increase in rate per unit of Electricity in Kolkata.

Own generation of electricity was higher by 100% since Uttarakhand had to rely more on own generation.

The increase in cost per unit of own generation as well as the rate per unit of baking fuel is due to the increase in cost of HSD and other fuels used in baking.

Due to increase in cost of Propane, usage of this fuel for baking was only for 6 months at Uttarakhand. This had also contributed to higher rate per unit of baking fuel.

Consequent upon the energy saving measures initiated, the electricity consumption for biscuits per tonne has reduced by 6% as compared to previous year.

Owing to change in product and SKU mix, as a few products like Jim Jam consume higher energy due to process complexity, there was marginal increase in baking fuel consumption per unit of biscuit production.

Technology absorption, adaptation and innovation

(a) Efforts in brief made towards absorption, adaptation and innovation:

Various actions were initiated for upgradation of technology and automation in specifc areas.

. New pre-heating technology in the baking process is being tested. This has a potential to increase the plant output by around 10%, depending on variety and SKU.

. Continuous mixing of ingredients has been implemented at Uttarakhand.

. Packing machine speed enhancement has been effected through Automation and Servo controlled motion.

(b) Benefts derived as a result of the above:

The above initiatives resulted in improved productivity, reduction of wastages, better energy utilization, process improvements and enhanced product quality.

(c) Details of imported technology:

(i) Technology imported: Nil

(ii) Year of import: Not applicable

(iii) Has the technology been fully absorbed?: Not applicable

(iv) If not fully absorbed, areas where this has not taken place, reasons therefor and future plans of action: Not applicable.

B. TECHNOLOGY ABSORPTION

Research and development (R & d)

Details of efforts made in technology absorption are

1. Core areas of research by the Company:

(i) Introduction of ÃReady to Cook range of products.

(ii) The investment behind upgradation of basic research led to the successful launch of ÃDiabetic friendly cookies with validated claims.

(iii) Continuous research in the area of nutrition, analytical techniques, ingredients, packaging materials, process technology and food safety.

(iv) Partnership with leading NGOs / Institutes initiated for delivering specially formulated and fortifed products.

2. Benefts delivered as a result of above R&d initiatives:

(i) New products launched:

. Fruit Dhamaka Cookies

. Diabetic-friendly Cookies

. Healthy Start Range

. Almond Cookies

. Chocolate Biscuits

(ii) Manufacturing and exporting range of products:

. Digestive for SFIC

. Nutro cream renovation

(iii) Improved products with technology upgradation and cost effciencies:

. Mariegold, Vitamariegold

. Thin Arrowroot

. Nicetime

. Treat-O

(iv) Packaging upgradation for differentiation and serving different consumption occasions and target groups:

. Chocochip & Choconut re-launch with differentiated packaging formats.

. Britannia "Shubh Kamnayaen" offerings.

. Promotional offerings.

. New launches with differentiated packaging materials in Diabetic-friendly Cookies and Time pass variants.

(v) Rewards and recognition:

. INDIASTAR Award for Cuptainer and BSK Packaging.

3. Future plan of action:

Your Company will continue to focus on technology led innovations and effectively apply the same in cost-effcient initiatives across portfolio:

(i) New areas of research to facilitate product introduction in new beneft categories and upgrading the existing offerings to provide value for spend.

(ii) Differentiated and consumer-appealing product/ pack propositions catering to cross-sections of consumers.

(iii) Continuous improvement and strengthening of the process of ÃConcept to Commercialisation to ensure ÃFIRST-TIME RIGHT delivery.

(iv) Research in wheat characteristics, baking technology, sensory sciences, functional foods, specifc nutrition needs and food safety.

(v) New partnerships to explore alternative cereals/ fours and fat reduction/replacements to drive the health and nutrition agenda further.

4. expenditure on R&d Rs. MM

31 March 11

Capital 47.48

Recurring 45.34

Total 92.82

Total R & D expenditure as a % of 0.219% gross turnover

On behalf of the Board

Mumbai Nusli N Wadia

27 May 2011 Chairman

Mar 31, 2010

The Directors present their Annual Report together with the Statement of Accounts for the year ended 31 March 2010.

1. FINANCIAL RESULTS

Rs. Million

Particulars Year ended Year ended

31 March 10 31 March 09

Gross Sales 34,246 31,429

Other Income 561 399 Profit from Operations

(PBT before Other

Income, Finance costs and

Exceptional Items) 1,257 2,293

Profit before Tax 1,208 2,325

Less: Tax 43 521

Net Profit 1,165 1,804

Add: Profit brought forward 1,096 600

Profit available for

appropriation 2,261 2,404

Less: Proposed Dividend 597 _

Less: Interim Dividend - 956

Less: Tax on Dividend 99 162

Less: Transfer to General

Reserve 117 190

Balance Carried forward to

Balance Sheet 1,448 1,096

Net Cash flow from

operating activities 2,353 2,468

2. OVERVIEW OF COMPANY PERFORMANCE

The year witnessed unprecedented commodity inflation, particularly in sugar, wheat and milk products, in the latter half of the year, coupled with a fiercely competitive environment. This restrained your Companys ability to correct selling prices and had a high adverse impact on margins and profitability. Consequently, whilst your Company added Rs. 2,817 MM to gross sales, Profit from Operations declined by Rs. 778 MM, excluding provisions for certain one-off items aggregating Rs. 258 MM for certain disputes relating to a long term lease, excise duty demand and obligation arising from a past acquisition. Net cash flow from operating activities was Rs. 2,353 MM, achieved by a disciplined approach to managing working capital. Exceptional items for the year include Rs. 329 MM towards amortization of VRS costs and provision of Rs. 200 MM for losses arising from Sri Lanka operations and closure. Earning Per

In retrospect, 2009-10 was a challenging year with the country going through an economic slowdown in the first half, unprecedented inflationary pressures on the consumer food basket and exceptional input commodity inflation for the food industry.

Against this adverse economic scenario and continued competitiveness that eroded the overall industry profit pool, your Company continued to focus on its strategy of generating growth through increasing the base and frequency of consumption and, at the same time restructuring operations and eliminating waste.

The market challenge was successfully met by strengthening the Companys pillar brands which grew at over 17%, year on year, in the second half.

The Company addressed the cost challenge by removing over Rs. 700 MM (over 2% of sale value) in cost, by consolidating operations, optimizing manufacturing units, reducing complexity and eliminating wastages in the value chain. Your Company has also undertaken an ambitious program to more than double cost savings in the coming years.

Additionally, your Company focused attention on building new capabilities and a robust pipeline of innovation. Coupled with leading edge go-to-market approaches these innovations tap new sources of growth and profitable revenue, while building brand differentiation and relevance. New products like Britannia Cookies and Treat Choco- Decker were launched, leveraging new capabilities, to open up new growth vectors. Consumption opportunities were successfully tapped and widened through introduction of regional brands like Britannia Top, extensions of existing brands, like Nutri-Choice Nature Spice and "on-the-go consumption" at the Rs. 5 price point was enlarged and now contributes in excess of 10% of your Companys business.

The Companys Dairy operations represent a big pillar for growth. Subsequent to your Company acquiring from the JV partner its 49% equity stake and preference shareholding in erstwhile Britannia New Zealand Foods Pvt. Ltd., growth has been accelerated and synergies secured with the Britannia business. Operations have also been streamlined for superior profitability and new, differentiated products like Actimind have been introduced, in addition to strengthening the existing portfolio of cheese, dahi and UHT milk.

Once again, consumers voted brand Britannia among the Top 10 Most Trusted Brands across all categories for the 6th successive year in an independent survey conducted by AC Nielsen and Economic Times. Britannia was rated as # 2 Most Trusted Food brand and # 9 Most Trusted brand across all categories in 2009.

Britannia brands are embedded in the lives of people, adding joy and vitality to everyday moments. By delivering on Britannias promise of "zindagi mein life" through enjoyable food that is good for you, the Company contributes to the joy and well-being of its consumers. Brands that deliver over 50% of volume are now fortified with micro-nutrients that meet the WHO standards and transfats have been removed from most products. In October 2009, as a big step in this mission, your Company initiated the process of setting up the Britannia Nutrition Foundation, a non profit institution, dedicated to activities and programs that further the cause of nutrition for children. The work done by your Company in the area of child nutrition was also recognized as exemplary by the Clinton Global Initiative and featured in the closing plenary of the 2009 Meeting in New York.

During the year your Company won many accolades - Pure Magic Canister received the "PFFCA STAR AWARD" and Cake Greetings Carton pack the "CORRUSTAR AWARD" for The Best Consumer Pack of the Year awarded by Federation of Corrugated Box Manufacturers of India (FCBM). Treat Holography Pack and Greetings carton pack won the "INDIA STAR AWARD" while Pure Magic won the "INDIA STAR, ASIA STAR AND WORLD STAR AWARD."

Your Companys exports grew robustly this year with Britannia brands growing 50%, owing to a better product mix and higher pricing in all markets except Africa, which experienced a decline mainly owing to currency devaluation leading to severe pricing pressure. For Britannia Brands a three pronged strategy was followed through improved distribution in high growth markets of USA, Canada, Australia, New Zealand and Singapore, launch of new products like Rusk, Nutrichoice 5 Grain, Nutrichoice Digestive, and opening up of new geographies: Taiwan, Fiji, Nigeria, Botswana & Ghana.

3. CONSOLIDATED FINANCIAL RESULTS

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21(AS21) issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and those of its Subsidiaries and Associates. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements - together with the Auditors Report thereon are annexed and form part of this Annual Report.

The Consolidated turnover of the Company for the year ended 31 March 2010 was Rs. 37,943 MM.

The Consolidated Net Profit of the Company for the year ended 31 March 2010 was Rs. 1,032 MM compared with Rs. 1,515 MM in the previous year.

Rs. MM

Particulars Year ended Year ended

31 March 10 31 March 09

Gross Sales 37,943 34,523

Other Income 635 387

Profit from Operations 1,084 1,721 (PBT before Other Income, Finance costs and Exceptional Items)

Profit before Tax 1,087 1,963

Net Profit 1,032 1,515

Performance of Subsidiaries and Associates is presented below:

SUBSIDIARIES AND ASSOCIATES

Your Directors present herewith a bread overview of the operations and financials of Subsidiaries and Associates of your Company.

Britannia Dairy Private Limited (BDPL) [Formerly known as Britannia New Zealand Foods Private Limited

(BNZF)]

During April 2009, your Company entered into an agreement with M/s. Fonterra Brands (Mauritius) Holdings Limited, Mauritius, for acquiring the latters

49% equity and preference shareholding in BNZE With this acquisition, your Company now holds the entire equity and preference capital in the Dairy entity. Consequent to this acquisition, BNZF has been renamed as Britannia Dairy Private Limited (BDPL).

The year witnessed an unprecedented increase in the cost of milk. Availability of dairy products, especially butter, was also severely affected. In these difficult conditions, BDPL grew profitably by diversifying its sourcing base and driving efficiencies across all cost elements of the supply chain. Consequently, for the year ended 31 March 2010, BDPL recorded a turnover of Rs. 1,888 MM compared with Rs. 1,619 MM in the previous year, a growth of 16.7% and recorded a Net Loss of Rs. 344 MM. The Net Loss of the current year includes an exceptional charge of Rs. 445 MM towards amortization of intangibles consequent to your Company acquiring 100% stake in BDPL. Excluding this, the company has achieved Net Profit of Rs. 101 MM, compared to Net Loss of Rs. 35 MM in the previous year.

Your Company has plans to scale up existing products and launch differentiated products to drive consumer preference, profitable growth and shareholder value. This will be implemented through a focused approach across products, channels and geographies. BDPL is also working towards strengthening its innovation funnel and supply chain operations. Dairy products will thus play a more dominant role in the growth of your Company going forward.

Daily Bread Gourmet Foods (India) Private Limited (Daily Bread)

Daily Bread is a manufacturer and retailer of premium, gourmet bakery products, including specialty breads, cakes and cookies, which it sells to institutional and retail segments. In 2009-10 Daily Bread consolidated its operations in Bangalore and focused its efforts as an incubation venture to arrive at the business model for roll out to other cities. The business made significant improvements in its operation to break even at the EBITDA level by the end of the year. Business growth was enhanced with expansion of the retail footprint using a franchising route and costs were reduced by streamlining commissary operations and optimising delivery models.

The Daily Bread business provides Britannia with the opportunity to engage with a new business opportunity in retail. Equally, it complements and synergizes Britannias core competency in Bakery, making it Indias foremost food brand with leadership across the extended bakery space of biscuits, cakes, rusks, bread etc.

The company achieved a turnover of Rs. 144.87 MM and recorded a net loss of Rs. 45.55 MM as against

a loss of Rs. 247.67 MM in the previous year. In the Bangalore market where it currently operates, Daily Bread registered a sales growth of 21.9%.

Strategic Food International Co. LLC, Dubai (SFIC)

During the financial year, your Company acquired the complete beneficial interest in the above business. Despite the challenging global economic scenario and a real population decline in Dubai, UAE where the Company has a sizeable presence, the Company maintained sales at AED. 99.3 MM (Rs. 1,280 MM) for the year ended 31 March 2010 on a pro rata basis at almost previous years levels (AED. 129.9 MM or Rs. 1,578 MM for the 15 months period ended 31 March 2009). SFIC posted a net loss of AED. 14.35 MM (Rs. 185 MM) for the year, compared to a net loss of AED. 22.17 MM (Rs. 269 MM) for 15 months ended 31 March 2009.

During the year, the Company has increased its market share in the GCC region, launched the "Nutro" brand in refreshing new packs and made significant brand investments. These have strengthened its competitive position, with share gains in all markets in the GCC where the Company operates. Additionally, the Company entered Kuwait and the Kingdom of Saudi Arabia with reputed distributors. Al Sallan Food Industries Co. SAOC (ASFI)

Sales for the year ended 31 March 2010 increased to Omani Rials (OMR) 7.56 MM (Rs. 924 MM) from OMR 6.3 MM (Rs. 730 MM) for the 15 months period ended 31 March 2009. The net loss for the year ended 31 March 2010 was OMR 0.68 MM (Rs. 83 MM) [15 months ended 31 March 2009 net loss OMR 0.59 MM (Rs. 69 MM)]. Profitability was adversely affected due to increase in commodity prices.

ASFI added Burtons of UK as a customer for its quality private label products of fig rolls and re- launched the "Bakers Pride" brand. Your Company makes and sells a select range of "Britannia" products at the world class facilities in Sohar, Sultanate of Oman primarily for Middle Eastern markets.

Investment Companies

M/s Boribunder Finance and Investments Private Limited (Boribunder), M/s Flora Investments Company Private Limited (Flora) and M/s Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment Associates of your Company. Boribunder is a wholly owned subsidiary of your Company.

The combined revenue and loss of the investment companies for the year ended 31 March 2010 was Rs. 0.5 MM and Rs. 13 MM respectively. The negative profit is on account of loss on sale of shares in group companies to your Company.

Further, pursuant to Section 4 of the Companies Act, 1956, the following companies engaged in manufacture of biscuits at various locations are also deemed to be subsidiaries of your Company. The Gross Income and Net Profit of the said subsidiaries during 2009-10 are as under:

Rs. MM

Name of Subsidiary Gross Net

Income Profit

/ (Loss)

International Bakery Products 118 0.48

Limited, TC Balam

J B Mangharam Foods Private 168 10.39

Limited, Gwalior

Manna Foods Private 11 (6.80) ted, Kolkata

Ganges Vally Foods Private 100 0.49

Limited, Kolkata

Sunrise Biscuit Company 706 35.25

Private Limited, Guwahati

Britannia and Associates (Mauritius) Private Ltd. (BAMPL)

BAMPL, a company formed in Mauritius is the holding company of Britannia and Associates (Dubai) Private Ltd., a Jebel Ali Free Zone company, which in turn holds investments in Strategic Food International Co. LLC, Dubai and Al Sallan Food Industries Company SAOC, Oman. In March, 2010 your Company acquired the equity stakes held by the investment companies: Boribunder, Flora and Gilt Edge in BAMPL and consequently BAMPL is now a wholly owned subsidiary of the Company.

The combined revenue and loss of holding companies for the period ended 31 March 2010 was USD 0.01 MM (Rs. 0.64 MM) and USD 0.33 MM (Rs. 15.73 MM) respectively.

Welfare Companies

M/s Britannia Employees General Welfare Association Private Limited, M/s Britannia Employees Educational Welfare Association Private Limited and M/s Britannia Employees Medical Welfare Association Private Limited are the three other Associates of your Company. These are companies limited by guarantee, have no share capital and have been set up for general, educational and medical

welfare of the employees of your Company. They are not engaged in any commercial activity.

4. DIVIDEND

The Board of Directors is pleased to recommend a dividend of 250% on the paid up equity share capital of the Company, which works out to Rs. 25 per share, for consideration and approval by the shareholders at the Annual General Meeting. The total payout amounts to Rs. 696 MM including dividend distribution tax of Rs. 99 MM.

5. BRANDS

Your Company believes that its brands are its business. Therefore the right and adequate investment in brands is a key priority for profitable growth. This investment includes everything that the Company does to gain consumer insights and convert those into meaningful and differentiated propositions that delight and satisfy consumers and create value for all other stakeholders. During the year, investment in R&D, Advertisement & Sales Promotion increased by 27.3% and together with the renovation & innovation efforts across the portfolio, resulted in a healthy and double digit growth.

Your Company brands span two distinct portfolios in the bakery business - delight and lifestyle (brands like GoodDay, Treat, 50-50 and Pure Magic etc.) and health and nutrition (brands like Tiger, Milk Bikis, MarieGold, NutriChoice and products like bread and rusk). In addition, the Companys Dairy brands are a significant engine for the Companys growth, fuelling the health and nutrition position.

Several new and renovated offerings were successfully introduced across the entire portfolio and include Nutrichoice Nature-Spice Cracker, Marie renovation fortified with 10 micro-nutrients, Treat Choco Decker

- a biscuit-chocolate delight for kids. Research in the area of food ingredients has led to development of special texture product like Britannia Cookies. Completely innovative products such as long shelf- life vegetarian cakes, special breads like Healthy Slice, Milk Breads etc. have also been introduced. Simultaneously, in Dairy, your Company introduced Actimind, a milk based nutritive beverage for kids in a few markets and strengthened the dahi portfolio. Your Company has also invested significantly in building its capability and pipeline of innovation. This has reflected in an increased contribution of new lines to our business and is expected to strengthen in the coming years.

Your Company also introduced a number of new packs to target new consumption opportunities both in-home and out-of-home at an accessible price of

Rs. 5. The sales of these doubled in the current year with innovative "go to market" initiatives.

6. MANUFACTURING OPERATIONS

The manufacturing operations continue to focus attention on delivering consistent quality products to consumers, every time, all the time. In this regard, a systematic approach by way of focused work groups to rapidly and definitively deliver the new formats has been put in place, while concurrently developing competencies to handle adjacent technologies.

Concentration on cost minimization continues to be one of the key deliverables of the manufacturing system and in this regard, the appropriate exploitation of latest technologies like energy integration through new energy efficient ovens, on-line mixing etc. have been put in place in a few relevant units. This drive will continue in the forthcoming years to leverage Technology as a competitive edge. Uttarakhand factory continues to deliver a significant share of production and with investment in automation and mechanization, will continue to drive efficiencies. Marginal capacities have been exited during the course of this year like Manna Foods in Kolkata.

Rusk throughput levels have undergone an increase by way of strategic expansions in existing units as well as creation of third party greenfield operations. The scale benefits are now being leveraged by way of enhancement of manufacturing technologies.

7. QUALITY STANDARDS

As a philosophy your Company has, over the years, been continually striving and excelling in its delivered quality standards, not only in its products and packs, but also in its operations by establishing various quality systems and processes at critical points of the Supply Chain.

The thrust has been on ensuring that quality processes are utilized in various facets of the Supply Chain covering both existing and new processes such as Daily Quality Indexing, Food Safety Certifications in the form of ISO 22000, Quality Audits, Vendor Quality Improvement Program, Regulatory Processes, Training and New Product Quality tracking. The Consumer Quality Index tracking has now been institutionalized and covers the entire portfolio. The Comprehensive Consumer Quality Index has seen consistent improvement over the months which indicate higher delivered quality standards. Another significant shift during the year has been the establishment of "Cost Champions" to improve cost efficiency and effectiveness.

The results of the comprehensive Quality Systems and Processes which have been put in place are reflected in the significant reduction in consumer complaints reported during the year. Further, the spontaneous feedback from delighted consumers has been a matter of great pride for your Company.

8. INFORMATION TECHNOLOGY

Your Company continues to invest in Information Technology to improve operational efficiencies and to facilitate informed decision making. Workflow systems are deployed across all key business processes. This year, the core ERP system was integrated with the secondary sales system which enabled the implementation of a Continuous Replenishment System across depots. Several metrics for monitoring business performance are now using the business intelligence platform.

During the year, your Company has consolidated its IT infrastructure using virtualization technology, which has reduced the number of servers by 50% leading to significant reductions in energy/power conservation.

9. ENVIRONMENT AND SAFETY

Several initiatives were continued as part of energy saving measures including a new invention in baking. The drive for energy conservation is always a key priority and your Company continually strives to achieve this through process improvements and through enhancing equipment capability. Environment friendly fuels were used for baking purposes wherever such fuels were available to reduce pollution.

10. CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to pursue its Corporate Social Responsibility by driving the Nutrition agenda in India. It is a well documented statistic that India suffers from wide spread micronutrient deficiency - the most notable being Iron Deficiency or Anaemia which affects 70% of the Indian population. Your Company continues to support NGOs like the Navjyoti Foundation by supplying Iron Fortified biscuits - you may be pleased to note that within 3 months of supply of these biscuits, children showed a significant improvement in Iron status with a rise in Haemoglobin levels from around 8 to around 12.

Your company pursues relevant partnerships with key organizations in Nutrition like GAIN (Global Alliance for Improved Nutrition), UNWFP (United Nations World Food Program), WBI (World Bank Institute) etc. Your Company has been recognized for its CSR efforts by the global non-partisan organization CGI - Clinton Global Initiative. Out of 1,200 organisations that are part of the CGI, your Companys progress on its nutrition commitment

was acknowledged at the closing plenary and your Company was asked to present a progress update in front of a global audience of Heads of States, industry and NGO representatives and international media in New York in September 2009.

Your Company is in the process of setting up a foundation under the name and style of the "Britannia Nutrition Foundation" which will primarily work towards betterment of the undernourished segments of our society and will be supported by an external expert advisory board. To advance this process, your Company had organized a well attended technical seminar on "Addressing Malnutrition in India" on 12 October 2009 in New Delhi.

11. BONUS ISSUE OF NON-CONVERTIBLE DEBENTURES

Pursuant to the Scheme of Arrangement sanctioned by the Calcutta High Court vide its order passed on 11 February 2010 under Section 391(2) of the Companies Act, 1956, 23,890,163 Secured Redeemable Non-Convertible Debentures of Rs. 170 each (Bonus Debentures) amounting to an aggregate value of around Rs. 4,061.33 MM were issued and allotted on 22 March 2010 from the General Reserve by way of distribution as bonus, to the Members in the ratio of one Bonus Debenture of Rs. 170 for every equity share of Rs. 10 held on the Record Date, i.e. 9 March 2010. These Bonus Debentures have since been listed on BSE, NSE and CSE. These Debentures were rated AAA/Stable by CRISIL.

12. PENSION

In respect of the notice received from the Commissioner of Income Tax (CIT), Kolkata, in April 2007, to the Companys Covenanted Staff Pension Fund asking it to show cause why recognition granted to the Fund should not be withdrawn for refunding in the year 2004, the excess c6ntribution of Rs. 121.199 MM received by it in earlier years, the Honble Supreme Court of India has directed the Single Judge of the Honble Calcutta High Court to hear the same.

Pursuant to the directions of the Madras High Court, the CIT, Kolkata passed orders rejecting the deeds of variation submitted in May 2005 by the Companys Pension Funds on technical grounds. The Company has preferred an appeal before the Central Board of Direct Taxes, New Delhi challenging the orders of the CIT.

A suit was filed by the Britannia Industries Limited Pensioners Welfare Association in the Court of City Civil & Sessions Judge, Bangalore, where the Honble Court has passed interim orders on 1 January 2009 and 10 February 2009 directing the Funds to pay pension to the members in accordance with the computation made and submitted by the Pension Funds to the Court. This computation was on a defined contribution basis, and is consistent with the pension offered by the Pension Funds to eligible employees at the time of their retirement/exit. The Funds have been complying with the said order. In April, 2010, the Honble judge passed another interim order requiring the Funds to pay pension as per Rule 11(a) of the Pension Fund Rules, i.e. on "Defined Benefit Basis", and gave the Funds 2 months time for complying with the order. An appeal was filed against this order in the Karnataka High Court, which was heard on 22 April 2010. The Honble Court has fixed 15 June 2010 for further hearing whilst modifying the Trial Courts order so as to extend the time limit from 2 months to 3 months.

The above matters have been dealt with in note No. 28 of Schedule T to the Accounts, which are self- explanatory.

13. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as Annexure A to the Directors Report.

14. SETTLEMENT WITH KRAFT INC., USA

Your Company, Generale Biscuit S.A.(GB) and Kraft Foods Singapore Pte. Ltd. arrived at a negotiated settlement on 14July 2009 in full and final settlement of all claims from December 2007 onwards in respect of the disputes relating to infringement of your Companys Trade marks. In terms of the settlement your Company will have exclusive ownership of all IP rights in its Tiger Logo and GB and its affiliates were precluded from using that Tiger Logo in relation to any goods or services anywhere in the world. GB and its affiliates have consequently assigned the existing Tiger Logo registrations in favour of your Company, as envisaged under the settlement, effective 14 July 2009. GB would have exclusive ownership of all IP rights in the Tiger Logo it has developed. While your Company would desist from selling or distributing any products bearing any Tiger Logo or the Tiger Word Mark in Indonesia, Malaysia, Singapore, Egypt, Philippines, Vietnam, Yemen and Afghanistan for a period of 20 years, GB will not sell or distribute any products bearing any Tiger Logo or the Tiger Word Mark for a period of 30 years in India and 20 years in Sri Lanka. Bhutan. NeDal and Bangladesh.

15. CORPORATE GOVERNANCE

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on corporate governance along with the Auditors Certificate on its compliance is attached to this Report.

16. DIRECTORS

Your Board appointed Mr. Nasser Munjee as a Director with effect from 17 August 2009 in the casual vacancy caused by the resignation of Mr. Stephen Gerlich. He holds office up to the date of the forthcoming Annual General Meeting under Section 262 of the Companies Act, 1956 read with Article 112 of the Articles of Association of the Company, and is eligible for appointment as a Director of the Company.

Your Board also appointed as Additional Directors Mr. Ness N Wadia with effect from 29 April 2010 and Dr. Vijay L Kelkar with effect from 28 May 2010. They hold office up to the date of the forthcoming Annual General Meeting under Section 260 of the Companies Act, 1956 read with Article 94 of the Articles of Association of the Company, and are eligible for appointment as Directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Avijit Deb, Mr. Nimesh N Kampani and Mr. S S Kelkar, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

17. PARTICULARS OF EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956. (the Act), read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. However, as per the provisions of Section 219(1) (b) (iv) of the Act, the report and accounts are being sent, excluding the statement containing the particulars to be provided under Section 217(2A) of the Act. Any member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy thereof.

18. EMPLOYEE STOCK OPTION SCHEME (ESOS)

Requisite disclosure in respect of the Employee Stock Option Scheme in terms of Guideline 12 of the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999, has been provided in Annexure B to this Report.

19. AUDITORS

Messrs Lovelock & Lewes, Chartered Accountants, who are the Statutory Auditors of the Company, hold office, in accordance with the provisions of the Companies Act, 1956 (the Act), upto the conclusion of the forthcoming Annual General Meeting (AGM). They would not be seeking re-appointment at the ensuing AGM. The Company has received a special notice from a Member of the Company in terms of the provisions of the Act, signifying his intention to propose the appointment of Messrs B S R & Co., Chartered Accountants, as the Statutory Auditors of the Company from the conclusion of the ensuing AGM until the conclusion of the next AGM. Messrs B S R & Co. have also expressed their willingness to act as Auditors of the Company, if appointed, and have confirmed their eligibility. Members are requested to appoint Messrs B S R & Co. as Auditors at remuneration to be fixed by the Board of Directors.

20. DIRECTORS RESPONSIBILITY

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confirm that:

i) In the preparation of annual accounts, the applicable Accounting Standards have been followed and there are no material departures;

ii) They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31 March 2010 and of the profit of the Company for the year ended 31 March 2010;

iii) They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) They have prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS

The Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its management.

On behalf of the Board

Mumbai Nusli N Wadia 27 May 2010 Chairman

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