Britannia Industries Ltd

Dear Members,

Your Board of Directors are pleased to present the 105^th Annual Report on the Company's Performance along with the Audited Financial Statements for the financial year ended 31 March 2024 (‘FY 2023-24').

a. Standalone Financial Highlights

*excluding exceptional items, the growth stood at 8.1%.

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b. Consolidated Financial Highlights

The Audited Standalone and Consolidated Financial Statements, prepared in accordance with Section 133 of the Companies Act, 2013 (‘the Act') read with the Companies (Accounts) Rules, 2014 and the Indian Accounting Standards (‘Ind AS') along with the Auditor's Report, forms part of the Annual Report.

c. Overview of Company's Performance

Your Company's consolidated revenue from operations and operating profit grew at 2.9% and 10.1%, respectively in FY 2023-24 as compared to the previous year. In its quest to ensure readiness for the future, your Company has embarked on a transformation journey driven by strategic initiatives, operational enhancements and technological advancements.

During the year, your Company has:

• Entered New Categories and launched New-To-Market Innovations towards its goal of becoming a ‘Global Total Foods Company'.

• Leveraged digitalisation to strengthen its distribution, enhance marketing initiatives and improve efficiency across all functions.

• Commissioned a greenfield factory at Bihta, Bihar to enhance its technologically superior capabilities.

• Strengthened its Environmental, Social and Governance (‘ESG') Initiatives.

d. Subsidiary, Associate and Joint Venture Companies

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, performance highlights of Subsidiary, Associate and Joint Venture Companies and their contribution to the overall performance of the Company can be referred in Form AOC-1 prepared in accordance with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 which forms part of the Annual Report.

Further, pursuant to Section 136 of the Act, the Financial Statements of the Subsidiaries are available at the Registered Office and website of the Company at https://www.britannia.co.in/investors/ financial-performance/subsidiaries-accounts. Any Member desirous of inspecting or obtaining a copy of the same may write to the Company Secretary at investorrelations@britindia.com.

e. Dividend

Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors at their Meeting held on 3 May 2024, has recommended a final dividend @7350% i.e., Rs73.50/- per Equity Share of face value of Rs1/- each fully paid up for FY 2023-24. The total dividend payout for FY 2023-24 will be Rs1,770.38 Crores.

The final dividend is subject to the approval of Members at the ensuing 105^th Annual General Meeting (‘AGM') of the Company. The Dividend, if declared, will be paid to the Members holding equity shares as on record date i.e., 5 August 2024. The same will be paid within statutory timelines after deduction of tax at source.

f. Reserves

Your Company has not transferred any amount to the reserves during the year under review.

g. Share Capital

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

h. Unsecured, Non-Convertible, Redeemable, Fully Paid-Up Debentures

As on 31 March 2024, your Company has 24,08,68,296 3 Year Unsecured, Non-Convertible, Redeemable, Fully Paid-Up Debentures of Face Value of Rs29/- each, bearing interest at 5.5% p.a. (‘Bonus Debentures'). The due date for 3^rd Year Interest and Redemption of Bonus Debentures is 3 June 2024.

i. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015'), the Management Discussion and Analysis Report for FY 2023-24, forms part of the Annual Report.

j. Material Changes and Commitments Affecting the Company

There were 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. Further, there has been no change in the nature of the Company's business during the year under review.

a. The Britannia Promise

Britannia's eventful journey and growth over a magnificent century of its existence, has been built on an unwavering commitment to provide consumers with safe, exciting and healthy products of the highest quality. These core principles, which constitute the Britannia Promise, are embodied in the Company's mission of delivering exciting and wholesome products, while ensuring equitable and sustainable growth that is consistently beneficial to its stakeholders and community.

The journey to greater heights over the next century promises to be even more exciting, with nutrition and sustainability leading the way.

b. Supply Chain Operations

Your Company continues to invest in innovative technologies, superior capabilities and supply chain management systems to drive growth and deliver value for stakeholders today while pioneering transformative changes for tomorrow.

Towards its journey of building technologically superior factories, your Company has:

• Commissioned a greenfield factory in Bihta, Bihar;

• Scaled up 14 Lines (Biscuit & Rusk) in its factories at Khurda, Ranjangaon, Tirunelveli and Barabanki.

Your Company participated in the National Kaizen Competitions organized by the Confederation of Indian Industry (‘CII') where its factories located at Hajipur, Perundurai, Guwahati, Mundra and Ranjangaon received awards in Innovative, Renovative, Restorative and Breakthrough categories for their exemplary implementation of Kaizen methodologies.

Also, a competition was conducted by CII for Large Scale Model TQM (Total Quality Management) Companies in which your Company (Perundurai factory) won the Second Runner Up Award, being the only FMCG Company awarded in this category.

Your Company also won Gold & Silver QCFI (Quality Circle Forum of India) and Jury Champion Awards for its Jhagadia factory, affirming its commitment to excellence in quality.

c. Environment, Health and Safety (‘EHS')

Your Company prioritizes the well-being of its employees and is committed to provide a safe working environment. Employee Safety is of utmost importance for your Company and is reviewed at various levels of the organisation including its Board of Directors.

Your Company has implemented a robust Health and Safety framework across all its locations and encourages ‘Zero Accident Culture' being the core of its EHS Policy. You will be happy to note that your Company's Ranjangaon factory achieved 9 Million safe working hours without any recordable injury.

Your Company maintains highest standards of occupational health and safety and is ISO 14001, ISO 45001 & ISO 22000 certified. During the year, your Company has received CII EHS Excellence Awards for its manufacturing units, the recognitions being Gold Award for Khurda & Silver Award for Guwahati, Hajipur, Mundra and Kolkata factories.

Your Company places high priority on employees training and engagement to foster a culture of safety in the organisation. During the year, 3,63,395 man-hours training was imparted on various aspects of EHS. Your Company has implemented a ‘Water Stewardship Program' aimed at conserving and replenishing groundwater through rainwater harvesting systems with the objective of attaining water neutrality.

As a result, your Company reduced its specific water consumption to 0.84 kL/Ton of production, which is ~32.84% reduction from the baseline of 2019-20. Your Company's ‘Water Stewardship Program' was recognised with the SKOCH ESG Award (Silver) in March 2024.

d. Quality Programs

Your Company has been consistently enhancing the quality of its products and upholding highest standards of food safety, to deliver superior and safe products to its consumers. A well defined system is in place to adhere to regulatory requirements and your Company conducts a thorough evaluation of quality and food safety aspects at every stage of the product life cycle.

The culture of continuous improvement is fostered across the organisation through various capability building initiatives designed to enhance the effectiveness of People, Processes and Systems.

Value Chain Partners: It is imperative for your Company's Value Chain Partners to maintain the highest standards of product quality, food safety and regulatory compliance. The procurement process of your Company involves sourcing ingredients and packaging materials exclusively from approved partners who meet the stringent qualification standards set by the Company.

Manufacturing: All your Company's existing manufacturing units are FSSC/ISO-22000, ‘Hazard Analysis Critical Control Points' (HACCP) certified, consistently adhering to stringent food safety and quality standards.

Your Company's unwavering commitment to comply with Global Food Safety Standards have been recognised by the American Institute of Baking (‘AIB') and its 44 manufacturing facilities are now AIB certified.

Consumer Engagement: Your Company's Consumer Care Cell is ISO 10002:2018 certified, which is the ‘Global Standards on Quality Management for Complaints Handling in Organisations'.

This certification underscores your Company's commitment in providing best-in-class customer service and implementing robust grievance management processes.

e. Research and Development (R&D)

Your Company leveraged its R&D capabilities to launch 22 innovative products during the year. In its endeavor to meet the increasing consumer preference for healthy snacking, your Company launched Makhana (Fox Nuts) under the Brand ‘Better Snack Co', Energy and Protein Bars under the brand ‘Be You' and also expanded Good Day portfolio with Good Day Fruit & Nut and Good Day Butter Jeera.

Your Company has prioritized the optimization and reduction of sugar & sodium content across its product portfolio and successfully reduced sugar content by ~1.9% per serving and sodium content by ~2.4% per serving as compared to FY 2022-23. Further, Nutrichoice Digestive has undergone renovation as a product ‘without maida' and made entirely from 100% atta.

Your Company has partnered with a UK-based institute to develop one-of-its-kind biodegradable packaging which will be launched soon as part of its sustainability initiatives. Further, the R&D laboratory of your Company has demonstrated its excellence by continuing the NABL (National Accreditation Board for Testing and Calibration Laboratories) accreditation for the 4^th consecutive year.

In line with its ongoing commitment to plastic reduction, your Company has enhanced investments in its R&D capabilities to eliminate plastic tray from its product portfolio and has successfully removed 19.10 metric tonnes of plastic trays from its product portfolio, during FY 2023-24.

Your Company continued to be ‘Plastic Neutral' and has collected and responsibly processed ~45,000 tonnes of plastic during the year.

f. Environment, Social and Governance

Your Company's ESG framework focuses on building a Sustainable and Profitable business and is driven by the belief of giving back to the environment and society while progressing towards the goal of becoming a ‘Responsible Global Total Foods Company'.

The inception of Sustainability Reporting in 2021 underscores your Company's commitment to achieve best-in-class ESG practices.

The four key pillars of the sustainability strategy viz., Resources, People, Growth & Governance are embedded in your Company's business activities and validate the idea of ‘Responsible Goodness'.

During the year, your Company made significant progress in all the programs and areas identified under the sustainability strategy. Its ESG initiatives has been recognised with the SKOCH ESG Award (Gold) in March, 2024.

Resources:

Being conscious of the use of natural resources and the impact caused by combustion of conventional fuels, your Company has prioritized implementation of decarbonizing measures across all its business operations. Efforts are being taken for improving performance of the identified levers such as sourcing of renewable power, usage of low emitting fuels and application of biomass as an alternative fuel. While biomass is currently utilised in Perundurai, Khurda and Ranjangaon units, your Company has plans to further increase its renewable energy consumption through captive generation, sourcing via open access and power purchase agreements.

During FY 2023-24, your Company achieved ~28% share of renewable electricity sourced from wind and solar power in the total electricity consumption. However, the renewable electricity share in total electricity consumption decreased by ~6% compared to the previous year. This decrease can primarily be attributed to the inclusion of Dairy Plant in the reporting boundary, known for its high energy consumption. Further, your Company's new factories in Tirunelveli and Barabanki were also added to the reporting boundary. Despite this decrease, your Company remains committed to improve its renewable electricity share, especially considering its expanding business. Further, your Company's GHG emissions intensity (scope 1 + scope 2) increased by ~3% as compared to the previous year.

During FY 2023-24, your Company also reported corporate value chain (scope 3) emissions for seven categories. For details on GHG Emissions Intensity, please refer to the Business Responsibility and Sustainability Report, forming part of the Annual Report.

Your Company contributed significantly to fulfill its responsibility towards water stewardship during the past few years and has 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 2023-24 is 0.84 kL/Ton of production which is ~32.84% reduction from the base year (2019-20) intensity of 1.25 kL/Ton. As part of the Water Stewardship Program, your Company has installed Rainwater Harvesting Systems to recharge the rain water at 17 of its factories in India. The Company recycles and reuses a portion of its discharged water to ensure compliance with regulations and minimize the impact on the environment. Rejected water from RO filter plants is repurposed for floor cleaning and treated wastewater is reused for gardening and other suitable purposes. In FY 2023-24, your Company recycled 5,29,324 kL i.e., ~52.29% of its total water withdrawal.

Sustainable packaging is critical for Britannia, being a food product company. Through the Extended Producer Responsibility (EPR) programs, your Company has achieved plastic neutrality for the 3^rd consecutive year, proving to its ethos of delivering ‘Responsible Goodness' to the consumers.

Your Company conducted ESG assessments for 453 suppliers, representing 87% of the total spend for FY 2023-24. These assessments were based on the following six parameters aimed at evaluating the ESG performance of the suppliers: (i) Energy Management; (ii) Water Management; (iii) Waste Management; (iv) Sustainable Packaging; (v) Greenhouse Gas (GHG) emissions, Biodiversity Conservation and No Deforestation; and (vi) Business Ethics, Governance, Diversity and Inclusion.

People:

Community Nutrition is the apex program under Social Responsibility lever of sustainability strategy. Britannia Nutrition Foundation (‘BNF') has been contributing to eliminate malnutrition and addressing the issues causing nutritional deficiency and imbalance since birth of the child.

The Malnutrition Reduction Program has impacted ~2.3 lakh lives positively which include children, adolescents, pregnant women and lactating mothers. This initiative has been recognised with SKOCH ESG Award (Gold) in March, 2024.

The Dairy Farmer Extension Program is another initiative of your Company aimed at 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, ~3,000 farmers have been benefitted by this program.

This year, the percentage of permanent female employees increased to 12.57% as compared to 11.51% in the previous year. Further, initiatives such as ‘Maternity Transition Coaching Program' and ‘Nanny Travel Support' were implemented during the year to support the female workforce.

Growth:

During the year, the Research and Development efforts continued to focus on consumer centricity and market presence. Your Company is committed to reduce sugar & sodium content in its products under the ‘Healthy Product Portfolio Program' and is also focusing on enhancing nutritional ingredients amid growing consumer consciousness towards health.

Governance:

To implement a sustainable development agenda, a strong governance system is required at the organisational level. Towards this end, your Company has established firm mechanisms comprising of policies and codes of conduct for governing internal and external stakeholders. Five broad level programs have been identified for fulfilling governance needs in the development agenda. These programs consists of:

(i) Corporate Governance;

(ii) Sustainability Performance Verification; (iii) Ethical Labelling, Marketing, Communication & Influence; (iv) Risk Management & Disclosure; and (v) Responsible Information Management.

g. Brands

During FY 2023-24, consumption was sharply impacted due to a host of macro factors such as rural slowdown, adverse weather conditions etc. In spite of these challenges, your Company was able to drive business positively with campaigns that effectively and meaningfully engaged with consumers. Your Company was able to sustain its leadership in the category on the back of its resilient brands and their strengths & tenacity in the face of challenging business and consumer contexts.

YourCompanylaunchedaslewofinnovativecampaigns and cemented itself as the industry's frontrunner in leveraging strengths of a variety of marketing formats. The Good Day campaign saw the usage of nuanced insights by region to ensure consumer engagement. On the other hand, the ‘50 50 4^th Umpire' campaign in partnership with Google Pay, the Marie Gold ‘Her Store' marketplace and the ‘NutriPlus' App by NutriChoice were some of your Company's pioneering efforts that showed the industry how to break new ground using digital innovations. Your Company also launched 50 50 Golmaal, a differentiated offering in the cracker space that was very well received by the consumers.

Fortifying core brands with advertising campaigns:

Your Company has been leading the charge in the industry on digital transformation with key technological changes across various verticals to meet the challenges of tomorrow. Rapid adoption of change by your Company is also reflected in some of the most innovative storytelling seen yet in combination with the powers of AI and marketing technology.

The ‘1947% More History' campaign on Independence Day celebrating freedom fighters, marked an inflection point in storytelling with an AI film, packaging redesign and an advanced microsite coming together to create a narrative never seen before.

Also, Britannia's ‘Hungry For Gold' campaign featured six leading athletes, social gaming and a deep on-pack integration to assert its dominance in associating with sports beyond cricket.

Britannia's flagship brand Good Day, continued to win hearts and own small everyday joys with an extension of the last campaign which celebrated happy moments that make a good day. Your Company re-launched the campaign with regional nuances that deepened its bond with consumers across the country. The brand released short films that delved into regional contexts and highlighted how happiness exists in many forms and spaces. The flagship brand also released heart-warming films, which sought to re-establish the supremacy of butter cookies as an accompaniment to tea and did so much to consumers' delight.

Good Day furthered its commitment to celebrate smiles and embrace inclusivity with the recognition of cleft smiles on the occasion of ‘World Smile Day'. Limited edition packs of Good Day cookies featured a cleft smile semblance to raise consciousness of the phenomenon and destigmatize its appearance. This initiative was aptly supported by QR code on Good Day packs, which led to a microsite that informed users of facts that surround cleft conditions.

Additionally, Good Day created waves with its youngest demographic with the launch of ‘Bank of Small Wins' campaign. The insight was built on the forgotten joy of finding money in ones' pocket and it kindled an idea to help today's youth in experiencing the sheer joy of it. The campaign targeted Gen-Z consumers and sparked joy in their life in partnership with another popular brand in their world, namely Myntra. The social-first intervention fired up the internet using various youthful channels and generated immense curiosity and fervor for a chance to win real money using innovative media that had remained untapped. Marie Gold has long been the flag bearer in your Company's efforts towards making women's dreams, a reality and being the wind beneath their wings. Marie Gold reiterated its commitment to empower women and homemakers by leveraging the ‘My Startup' contest once again, which is its most ambitious move till date. This year, the startup contest was taken to Television as a reality show on the most popular channel of West Bengal. In doing so, it gave women and their entrepreneurial dreams, a whole new platform with increased visibility and potential for success. Marie Gold also launched ‘Her Store' on Women's Day, to give women entrepreneurs access to a wide consumer base, and a forum to interact with each other and learn best practices in unison.

Britannia 50 50 arguably led digital innovation for the industry as a whole during the premier 50-over tournament, through its ‘50 50 4^th Umpire' campaign in association with Google Pay. An industry-first partnership with Google gave Google Pay consumers the right to flex their umpiring skills through the tournament and secure tickets to cricket matches. 50 50 also further enriched the consumer experience with a generative AI chatbot on WhatsApp and a text-to-video engine that let consumers connect with Ravi Shastri on video.

Milk Bikis, a seasoned leader in Tamil Nadu and a trusted partner to parents in supporting their children's growth and development, furthered the concept of progressive parenting. The brand tied up with India's renowned cricketer R. Ashwin and his family, to spearhead the cause of equal parenting in its new and innovative campaign. Milk Bikis also drove distribution with an inventive rural marketing campaign in key media-dark rural clusters with high disposition to milk and glucose. This drive effectively reached thousands of villages, educating both retailers and consumers through an integrated sell-in program and significantly expanding the Company's footprint.

Britannia NutriChoice strengthened its credentials as one of India's largest health biscuit brand by teaming up with Ranveer Singh, known for his vibrant personality and commitment to fitness. Your Company's ‘Make the NutriChoice' campaign encouraged consumers to make a step, however, small in their journey to health and champion the transformative powers of every little, healthy endeavour. NutriChoice also launched a film with Ranveer Singh, highlighting its transition to being a no-maida digestive product and established its primacy in bringing good choices to the masses.

On the occasion of ‘World Diabetes Day', NutriChoice also refreshed its path breaking AI chatbot to provide diet management services to the masses. With over a 100 million Indians managing diabetes today, this intervention was welcomed by over 100K consumers. This chatbot's new version expanded its offering in 5 additional languages for the ease of consumers and saw industry-breaking numbers in participation and captivation for the 2^nd consecutive year.

NutriChoice also released a health app named ‘NutriPlus', to bring digital health solutions to the masses in partnership with Aktivo labs, a leading developer of health monitoring services. The app aims to bring digitized health measurement to the masses to enable their initiation into what is a very personal journey. The app simplifies health by aggregating all key health variables into a single score to be tracked. The app also rewards users to incentivise their initiation into health, thereby ensuring India sees value in getting healthy in the short and long term with NutriChoice.

Britannia Bourbon went the full mile by revamping its product to have more chocolate, activated new & attractive packaging to reflect the change and released a hilarious new commercial to communicate the change to a wider audience. All these improvements to the product coupled with the sparkling film, ensured that the original chocolate biscuit of the masses was gaining ascendancy once again.

Your Company continued its investments in media with the TV campaign on Britannia Treat Croissant starring the celebrity choreographer, actor and director–Prabhu Deva. It has helped your Company garner the necessary consumer traction in the key regions namely, South and East. The brand also carried out a Pronunciation Activation which was received well and got 50 Million impressions.

Market leadership through multiple innovations:

50 50 Golmaal was a shining addition to your Company's portfolio of innovations. Consumers praised the delightful combination of sweet, salty and spicy notes and enabled your company to reach Rs100 Crores in revenue in its first year of launch. This remarkable success of the product across the landscape not only enhanced the performance of your Company's cracker category but posed a challenge to competing brands as well.

Jimjam Pops was another new offering and a revolution in the space of cream biscuits long held back by a lack of innovation in product design. Jimjam Pops features a new ‘Open Biscuit' format with a flavorful, creamy center, making it more accessible and enjoyable for consumers. The launch was accompanied by a well executed campaign and an engaging film, which not only educated consumers about the innovative biscuit format but also offered entertaining comic relief.

Treat Cookies and Wafers made significant progress with new launches and improvements in product designs. Treat Cookies introduced exciting new flavors like Chilli Guava and Orange, paving the way towards growth in this category. The popular chocolate and vanilla flavours were also revamped while the new Choco Fills launch democratized access to high quality and great taste for the target consumer. These launches have been well received, promising a period of notable growth.

Treat Wafers stayed the course on innovation with re-launches in chocolate and cheese variants that saw remarkable growth and consumer appreciation. The new introductions led to strong business performances in key markets while also significantly improving your Company's share across key channels. All these efforts resulted in industry recognitions and honours. Your Company was lauded as the Kantar BrandZ Most Valuable Food Brand, the ETBrandEquity Digital Brand of the Year and also, as icing on the cake, as the Marketing team of the Year at the Indian Marketing Awards. This was made possible, due to your Company's efforts towards transformation beyond traditional means of innovation & marketing and the support of its partners and stakeholders who inspire us to do better at every step.

Your Company launched ‘Britannia Winkin' Cow Bourbon Milkshake', a 1^st in category initiative which extended the equity of your favourite Bourbon brand to Milkshakes.

Your Company launched the disruptive 1^st in category innovations being Cheese Triangles and Creamy Cheese sachets under ‘Britannia The Laughing Cow' brand, pursuant to the Joint Venture entered with Bel SA, a renowned French cheese maker.

Your Company has been working towards becoming a go to Cake brand, whether it is for in-home celebrations, or out-of-home consumption. It has introduced a range of premium quality slice cakes in large packs - English Tea and Choco Chip Orange Cakes to reach wider target groups as well as occasions. Your Company has launched Veg Layer Cake at Rs5 which is an important price point in the mass segment. It has also added an affordable variant to the Plum Cake this year and supported it with an on-ground activation. Your Company has invested in Television media in Q4 to create recall for its Slice Cake portfolio and has also supported newer variants in Slice segment like Marble Cake, with Print Ads across India.

Your Company continues to work on its vision of leading the Bread category by providing newer and consumer relevant experiences. Your Company was the first national player to launch the Millet Bread in FY 2023-24 and has also launched Creme-fill Roll at Rs10. These launches were supported with product sampling through E-commerce channel, promos and in-markets countertops.

Britannia Toastea has unveiled new options to cater to both health conscious and indulgence seeking consumers. The introduction of products like Multigrain Rusk appeals to those prioritizing nutrition, while Cake Rusk targets consumers seeking a more indulgent snack experience. This diverse range allows your Company to broaden the experience in the Rusk category.

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

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are provided as ‘Annexure-A' to this Report.

III. DIRECTORS AND KEY MANAGERIAL PERSONNEL a. Appointment of Director

Pursuant to Section 149, 150, 152, 161 of the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b), 17 & 25 of the SEBI Listing Regulations, 2015, the Board of Directors at their Meeting held on 26 March 2024, based on the recommendation of the Nomination and Remuneration Committee (‘NRC'), appointed Mr. Pradip M Kanakia (DIN: 00770347) as an Additional Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years w.e.f. 26 March 2024 upto 25 March 2029 (both days inclusive), subject to the approval of the Members of the Company.

The Board of Directors recommended the aforesaid appointment for approval of Members by way of Special Resolution through Postal Ballot.

In the opinion of the NRC and the Board, Mr. Pradip M Kanakia possesses requisite experience, expertise, proficiency and holds high standards of integrity.

b. Director Retiring by Rotation

Pursuant to Section 152 of the Act and the Articles of Association of the Company, Mr. Ness N. Wadia (DIN: 00036049), Non-Executive Non-Independent Director is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment.

Based on the recommendation of the NRC, the Board of Directors at their Meeting held on 3 May 2024, recommended the re-appointment of Mr. Ness N. Wadia for approval of the Members at the ensuing AGM of the Company.

The NRC and the Board is of the opinion that Mr. Ness N. Wadia possesses the requisite expertise, skills and experience to contribute to the growth of the Company.

Brief Profile of Mr. Ness N. Wadia and other details as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard on General Meeting (SS-2) are given in the Notice of the 105^th AGM of the Company.

c. Key Managerial Personnel During the year, there was no change in the Key Managerial Personnel of the Company.

d. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and (5) of the Act, 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 with no material departures;

(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 2024 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;

(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; and

(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 & 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 Company's Internal Financial Controls were adequate and operationally effective during FY 2023-24.

IV. CORPORATE SOCIAL RESPONSIBILITY (‘CSR')

Pursuant to Section 135 of the Act 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 education, health care including preventive health care, village development including water & sanitation and reduction of malnutrition. The Annual Report on CSR activities comprising of brief outline of the CSR Policy, composition of the CSR Committee and highlights of the projects is given as ‘Annexure B' to this Report.

a. 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 Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as ‘Annexure-C' to this Report.

As per Section 136 of the Act, the report and the financial statements are being sent to the Members and others entitled thereto, after excluding the disclosure on remuneration of employees as required under Section 197(12) of the Act 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 the Company during the business hours (9:30 A.M. to 5:30 P.M. IST) on all working days up to the date of the ensuing AGM. Any Member interested in obtaining a copy thereof, may write to the Company Secretary at investorrelations@britindia.com.

b. Britannia Industries Limited Phantom Option Scheme 2021

Your Company has adopted ‘Britannia Industries Limited Phantom Option Scheme 2021' (‘BIL POS 2021') to incentivise employees and share the fruits of growth and prosperity of the Company with them as provided in the Scheme.

c. Prevention of Sexual Harassment at Workplace

Your Company has adopted an Anti-Sexual Harassment Policy and constituted an Internal Complaints Committee in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Details of the complaints received and resolved during the year are given in Clause (IX) (j) of the Corporate Governance Report.

a. Corporate Governance Report

Pursuant to Regulation 34(3) and Schedule V of the SEBI Listing Regulations, 2015, a Corporate Governance Report for FY 2023-24 and Certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance prescribed under the 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 Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11 July 2023, the Business Responsibility and Sustainability Report (‘BRSR') for FY 2023-24 has been prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI.

Further, the Company has obtained assurance of the BRSR Core for FY 2023-24 from M/s. Grant Thornton Bharat LLP in accordance with SEBI Circular No. SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 dated 12 July 2023. The BRSR and the Assurance Report on the BRSR Core forms part of the Annual Report.

c. Annual Return

The copy of draft Annual Return in Form MGT-7, prepared as per Section 92(3) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at- https://www.britannia.co.in/investors/financial-performance/annual-report.

d. Vigil Mechanism/Whistle Blower Policy

Pursuant to Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations, 2015, your Company has adopted a Whistle Blower Policy to provide vigil mechanism for directors and employees, the details of which are provided in Clause (IX) (c) of the Corporate Governance Report.

e. Board Evaluation

The annual performance evaluation of the Directors (including Chairman), Committees and the Board as a whole was carried out in compliance with the requirements of Section 178 of the Act and Regulation 17, 19 and 25 of the SEBI Listing Regulations, 2015. The criteria and manner of performance evaluation is given in Clause (III) (b) of the Corporate Governance Report.

f. Remuneration Policy

Pursuant to Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, your Company has adopted a Remuneration Policy for Directors, Key Managerial Personnel and Other Employees.

The salient features of the policy are given in Clause (III) (b) of the Corporate Governance Report.

The policy is also available on the website of the Company at- https://www.britannia.co.in/BIL_Remuneration for Directors, Key Managerial Personnel and other employees_policy.

g. Risk Management

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board reviews key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which may threaten the existence of the Company. The details of Risk Management Committee are given in Clause (III) (e) of the Corporate Governance Report.

h. Declaration by Independent Directors

All the Independent Directors have submitted Declaration of Independence confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015. Further, the Company's Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act. i. Board and its Committees

The Board met 7 (seven) times during the year. The details of the Composition of the Board, its Committees and their Meetings are given in Clause (II) and (III) of the Corporate Governance Report.

During the year, the Board has accepted all the recommendations made by its Committees.

j. Related Party Transactions

Your Company has adopted a policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions which is available on the website of the Company at- https://www.britannia.co.in/BIL_Materiality of Related Party Transactions and on Dealing with Related Party Transaction_Policy.

During the year, your Company did not enter into any contracts/arrangements/transactions with the related parties requiring approval under Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. All the related party transactions were in the ordinary course of business and at arm's length basis and there were no material related party transactions entered during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 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

Your Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with Rule 2 of 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 Act and Schedule V of the SEBI Listing Regulations 2015, are provided in Note No. 38, 39 and 40 of the Standalone Financial Statements.

m. Disclosure on Significant and Material Orders

There were no significant and material orders passed by the Regulators, 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, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued under Section 118(10) of the Act, issued by the Institute of Company Secretaries of India.

a. Statutory Auditors

Pursuant to Section 139 of the Act 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) consecutive years to hold office from the conclusion of 101^st AGM till the conclusion of 106^th AGM of the Company to be held in the year 2025.

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

The Statutory Auditors have issued the Reports with an unmodified opinion and their Reports do not contain any qualification, reservation, observation, adverse remark or disclaimer on the financial statements of the Company for FY 2023-24.

b. Cost Auditors

Pursuant to Section 148(1) of the Act read with Rule 3 and 5 of the Companies (Cost Records and Audit) Rules, 2014, your Company has maintained cost records for FY 2023-24.

M/s. GNV & Associates (Firm Registration No. 000150), Cost Auditors of the Company are carrying out the Audit of cost records relating to Milk Powder for FY 2023-24 and their Audit Report will be submitted to the Board within the prescribed timelines. Further, pursuant to Section 148(2) and (3) of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their Meeting held on 3 May 2024, based on the recommendation of Audit Committee, re-appointed M/s. GNV & Associates as the Cost Auditors of the Company to conduct the Audit of applicable cost records for FY 2024-25 at a remuneration of Rs75,000/- (plus applicable taxes and reimbursement of out-of-pocket expenses).

M/s. GNV & Associates have confirmed that they are not disqualified to be re-appointed as the Cost Auditors of the Company.

The resolution for ratification of remuneration payable to M/s. GNV & Associates to audit the applicable cost records of the Company for FY 2024-25 is recommended for approval of the Members at the ensuing AGM and forms part of the Notice of the AGM.

c. Internal Auditors

M/s. BDO India LLP, Internal Auditors of the Company have carried out Internal Audit for FY 2023-24. The reports and findings of the Internal Auditors are periodically reviewed by the Audit Committee. Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. BDO India LLP as Internal Auditors of the Company for FY 2024-25.

d. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1) of the SEBI Listing Regulations, 2015, M/s. Parikh & Associates, Practicing Company Secretaries (Firm Registration No. P1988MH009800), have conducted Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report does not contain any qualification, reservation, observation, adverse remark or disclaimer for FY 2023-24 and is given as ‘Annexure D' to this Report.

The Board of Directors, based on the recommendation of the Audit Committee, have re-appointed M/s. Parikh & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company for FY 2024-25.

M/s. Parikh & Associates have confirmed that they are not disqualified to be re-appointed as the Secretarial Auditors of the Company.

e. Reporting of Frauds by Auditors

During the year, the Auditors have not reported any fraud to the Audit Committee or the Board under Section 143(12) of the Act 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 (IX) 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, Employees, Government, Suppliers, Business Partners, Bankers and all other Business Associates for their continuous support to the Company and its Management.