1. We have audited the accompanying standalone
financial statements of Britannia Industries Limited
(‘the Company’), which comprise the Balance Sheet as
at 31 March 2025, the Statement of Profit and Loss
(including Other Comprehensive Loss), the Statement
of Cash Flows and the Statement of Changes in Equity
for the year then ended, and notes to the standalone
financial statements, including material accounting
policy information and other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (‘the Act’) in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (‘Ind
AS’) specified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015
and other accounting principles generally accepted
in India, of the state of affairs of the Company as at
31 March 2025, its profit (including other
comprehensive loss), its cash flows and the changes in
equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under Section 143(10)
of the Act. Our responsibilities under those standards
are further described in the Auditor’s Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics issued
by the Institute of Chartered Accountants of India
(‘ICAI’) together with the ethical requirements that are
relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

Information other than the Standalone Financial

Statements and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible
for the other information. The other information
comprises the information included in the Board
Report, but does not include the standalone financial
statements and our auditor’s report thereon, which
we obtained prior to the date of this auditor’s report,
and the Annual report, which is expected to be made
available to us after that date.

Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent with
the standalone financial statements or our knowledge
obtained in the audit or otherwise appears to be
materially misstated.

If, based on the work we have performed on the other
information that we obtained prior to the date of this
auditor’s report, we conclude that there is a material
misstatement of this other information, we are required
to report that fact. We have nothing to report in this
regard.

When we read the Annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements
have been approved by the Company’s Board of
Directors. The Company’s Board of Directors are
responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation and
presentation of these standalone financial statements
that give a true and fair view of the financial position,
financial performance including other comprehensive
loss, changes in equity and cash flows of the Company
in accordance with the Ind AS specified under Section
133 of the Act and other accounting principles
generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other
irregularities; selection and application of appropriate
accounting policies; making judgments and estimates
that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements, the
Board of Directors is responsible for assessing the
Company’s ability to continue as a going concern,

disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the Board of Directors either intend
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone

Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these standalone financial statements.

11. As part of an audit in accordance with Standards on
Auditing, specified under Section 143(10) of the
Act we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors’ use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the
date of our auditor’s report. However, future
events or conditions may cause the Company to
cease to continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

12. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal
control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report

because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under Section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor’s Report)
Order, 2020 (‘the Order’) issued by the Central
Government of India in terms of Section 143(11) of
the Act we give in the Annexure I, a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

17. Further to our comments in Annexure I, as required
by Section 143(3) of the Act based on our audit, we
report, to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended);

c) The standalone financial statements dealt with
by this report are in agreement with the books of
account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of Section
164(2) of the Act;

f) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 17(b) above on

reporting under Section 143(3)(b) of the Act
and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2025
and the operating effectiveness of such controls,
refer to our separate report in Annexure II
wherein we have expressed an unmodified
opinion; and

h) With respect to the other matters to be included
in the Auditor’s Report in accordance with
Rule 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and to
the best of our information and according to the
explanations given to us:

i. The Company, as detailed in notes 25,
35 and 36 to the standalone financial
statements, has disclosed the impact of
pending litigations on its financial position
as at 31 March 2025;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company during the year ended 31
March 2025;

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 49 to the
standalone financial statements, no
funds have been advanced or loaned
or invested (either from borrowed
funds or securities premium or any
other sources or kind of funds) by
the Company to or in any person(s)
or entity(ies), including foreign
entities (‘the intermediaries’),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest
in other persons or entities identified

v. The final dividend paid by the Company
during the year ended 31 March 2025 in
respect of such dividend declared for the
previous year is in accordance with Section
123 of the Act to the extent it applies to
payment of dividend.

vi. Based on our examination which
included test checks, in respect
of financial year commencing on
01 April 2024, the Company has used an
accounting software for maintaining its
books of account which has a feature of
recording audit trail (edit log) facility and
the same has been operated throughout the
year for all relevant transactions recorded in
the software except that, audit trail feature
was not enabled at the database level for
the accounting software to log any direct
data changes. Further, during the course
of our audit we did not note any instance
of the audit trail (edit log) feature being
tampered with on accounting software
and has been preserved by the Company
as per the statutory requirements for the
record retention, where this feature has
been enabled.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Sd/-

Aasheesh Arjun Singh
Partner

Place : Bengaluru Membership No.: 210122

Date : 8 May 2025 UDIN: 25210122BMONBQ5963