Your Board of Directors are pleased to present the
106^th Annual Report on the Performance of Britannia
Industries Limited (‘Britannia’ or the ‘Company’) along with
the Audited Financial Statements for the Financial Year
ended 31 March 2025 (‘FY 2024-25’).

^Recommended by the Board of Directors for FY 2024-25 for approval of the Members
at the ensuing Annual General Meeting of the Company.

b. Consolidated Financial Highlights

The Audited Standalone and Consolidated Financial
Statements prepared in accordance with the applicable
provisions of the Companies Act, 2013 (the ‘Act’), the Indian
Accounting Standards (‘Ind AS’) and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (‘SEBI Listing Regulations, 2015’) along with the
Auditor’s Reports, form part of the Annual Report.

An Ordinary Resolution for Adoption of the Audited Financial
Statements for FY 2024-25 along with the Reports of the
Board and Auditors thereon, forms part of the Notice of the
106^th Annual General Meeting (‘AGM’) of the Company.

Further, pursuant to Section 136 of the Act, the
Audited Standalone and Consolidated Financial
Statements and all the other documents required to
be attached thereto are available for inspection at the
Registered Office of the Company on all the business
days (between 10:00 A.M. IST to 5:30 PM. IST)
and can also be accessed on the website of the Company
at https://www.britannia.co.in/investors/annual report.
Any Member desirous of inspecting the same may
write to the Company Secretary at investorrelations@
britindia.com.

:.    Overview of the Company’s Performance

FY 2024-25 presented a complex macroeconomic
environment marked by significant commodity
inflation, fluctuating consumer demand and global
economic uncertainties. Amidst these challenges,
Britannia demonstrated resilience which was
driven by various strategic initiatives, operational
enhancements, technological advancements, cost
efficiency programs and a relentless focus on product
excellence and innovation. Britannia’s strong brand
portfolio and extensive distribution network further
strengthened its ability to deliver high quality,
differentiated offerings and sustain momentum across
diverse market conditions.

Key Performance Highlights:

•    Revenue: Britannia continued    its growth

trajectory with Revenue from Operations
increasing to '    17,295.92 Crores in

FY 2024-25 as compared to ' 16,186.08 Crores
in the previous financial year.

•    Profit: While navigating the    inflationary

pressures, Britannia focused on maintaining
profits through strategic pricing actions,
cost optimisation measures and enhanced
operational efficiencies, thereby achieving a
Net Profit of ' 2,130.72 Crores for FY 2024-25
as compared to ' 2,082.05 Crores in the previous
financial year.

•    Consumer Engagement and Innovation: Britannia
deepened consumer engagement in FY 2024-25
through bold & culturally inspired campaigns,
creative use of Artificial Intelligence (‘AI’) and iconic
partnerships. The Company launched disruptive
innovations across Biscuit, Wafer, Croissant and
Dairy categories, catering to indulgence, health
and regional taste & preferences.

•    Rural Market Penetration: The Company
made significant strides in the rural markets by
expanding its distribution network and tailoring
its product offerings as per regional preferences.

•    Distribution: In FY 2024-25, the Company
undertook a strategic review of its distribution
model to strengthen its market reach and
improve outlet servicing. This initiative marked
a significant step towards enhancing Company’s
distribution network.

•    Global Total Foods Company: The Company
made progress towards its goal of becoming
a ‘Global Total Foods Company’ with its
adjacent categories such as Croissant, Wafer
and Dairy Drinks showing double digit growth.
The International Business also continued to
grow at a healthy pace particularly in key regions.

•    ESG Initiatives: During FY 2024-25,
the Company continued to integrate
sustainability across its operations by advancing
renewable energy adoption, achieving plastic
neutrality, enhancing sustainable sourcing
and water stewardship while implementing
inclusive workplace and impactful community
development programs.

•    Cost Efficiency Programs: During FY 2024-25,
the Company implemented comprehensive
cost efficiency measures across the value chain,
aimed at driving productivity and mitigating
inflationary pressures. Key initiatives included
optimising manufacturing and distribution
networks, reducing process and packaging waste,
enhancing renewable energy procurement and
improving line efficiency. Together, these efforts
played a significant role in protecting margins in
a volatile cost environment.

d. Subsidiary, Associate and Joint Venture Companies

During the year under review, there has been no
change in the Subsidiary, Associate and Joint Venture
Companies. Highlights of their performance and
contribution to the overall performance of the
Company can be referred in Form AOC-1 which has
been prepared in accordance with Section 129(3) of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014 and forms part of the Annual Report.

Further, pursuant to Section 136 of the Act, the
Financial Statements of Subsidiaries are available for
inspection at the Registered Office of the Company
on all the business days (between 10:00 A.M. IST
to 5:30 P.M. IST) and can also be accessed on the
website of the Company at https://www.britannia.co.in/
investors/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

The Board of Directors of your Company at their
Meeting held on 8 May 2025, recommended a Final
Dividend of ' 75/- per Equity Share of face value of
' 1/- each for FY 2024-25, subject to approval of the
Members of the Company. An Ordinary Resolution
seeking approval of the Members for Declaration
of the Final Dividend for the Financial Year ended
31 March 2025 forms part of the Notice of the
106^th AGM of the Company.

The Dividend, if declared, will be paid to the Members
holding equity shares as on record date i.e., Monday,
4 August 2025, within the statutory timelines after
deduction of applicable taxes.

The recommendation of Dividend is in accordance
with the Dividend Distribution Policy of the
Company adopted as per Regulation 43A of the SEBI
Listing Regulations, 2015 and is available on the
Company’s website at https://www.britannia.co.in/
investors/dividend distribution policy

f.    Reserves

Your Company does not propose to transfer any
amount to its reserves for FY 2024-25.

g.    Share Capital

During the year under review, there has been no change
in the Paid-Up Equity Share Capital of the Company

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

During the year under review, the Company redeemed
24,08,68,296 3 Year Unsecured, Non-Convertible,
Redeemable, Fully Paid-Up Debentures of Face Value
of ' 29/- each, bearing interest at 5.5% p.a. (‘Bonus
Debentures’) on 3 June 2024.

i.    Management Discussion and Analysis Report

Pursuant to Regulation 34(2) (e) of the SEBI Listing
Regulations, 2015, the Management Discussion and
Analysis Report for FY 2024-25, 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.

II. OPERATIONAL PERFORMANCE

a.    The Britannia Promise

At Britannia, we believe that resilience is not merely
about enduring challenges but transforming them
into pathways for progress. Building on a century of
trust, we pledge to craft products that blend taste,
quality & nutrition, create brands that resonate,
drive innovation that excites and uphold sustainable
practices that protect our planet and empower the
communities we share.

Our commitment to quality, innovation and
sustainability remains at the heart of all we do.
As we look ahead, we are determined to build a Britannia
that is stronger, more resilient and future-ready.

b.    Supply Chain Operations

At Britannia, Supply Chain is a critical enabler
of business continuity and sustainable growth.
We have developed a robust, technology-driven Supply
Chain network that ensures seamless movement from
sourcing to production to distribution, enabling us to
deliver fresh and high-quality products consistently
across diverse markets.

In FY 2024-25, Britannia continued to leverage
its Industry 4.0 capabilities by deploying robotics
for process automation, thereby enhancing
operational efficiency and precision. Further, flexible
manufacturing lines have strengthened the Company’s
ability to respond swiftly to changing consumer
demands while predictive maintenance systems
helped maximise productivity. These technological
advancements along with real-time data analytics are
enabling more agile decision-making and ensuring that
Britannia’s Supply Chain remains resilient, efficient
and well-equipped to support future growth.

As part of its journey towards building technologically
superior and future-ready manufacturing capabilities,
the Company scaled up its biscuit manufacturing
capacity through commissioning of 4 new
state-of-the-art production lines at its Ranjangaon factory.

c. Environment, Health and Safety

At Britannia, we are deeply committed to
provide a Safe, Healthy and Sustainable work
environment and we continue to review and
integrate industry leading Environment, Health and
Safety (‘EHS’) practices across all our operations.
Our EHS Policy is built on the foundation of
“Zero EHS Incidents”, ensuring that safety is not just a
compliance requirement but a core value embedded in
our Organisational Culture.

Safety is the top priority for your Company and
it proactively identifies and mitigates workplace
hazards through structured governance mechanisms,
continuous trainings and technology-driven solutions.
During the year, a total of 5,68,741 man-hours of
training was imparted on various aspects of EHS,
reinforcing safety as a core Organisational Value.
Further, your Company has also embedded AI in
its operations to minimize human intervention,
thereby reducing workplace hazards while enhancing
operational efficiency. Our investments in automation
and technology upgradation have not only facilitated
the launch of new products in existing and adjacent
categories but have also reduced the need for manual
intervention, creating a safer working environment.
You will be happy to note that our Ranjangaon factory
achieved 10 Million Safe Working Hours without
any recordable injury which is a testament to our
unwavering commitment to safety.

By continuously strengthening our safety culture,
optimising resource efficiency and leveraging
technology, we remain focused on our mission to
build a safer, more sustainable and a future-ready
organisation, where safety, health and environmental
responsibility are at the core of everything we do.

For details of our Environment related initiatives,
please refer to the Environment, Social and Governance
section of this Report and the Business Responsibility
and Sustainability Report (‘BRSR’).

d. Quality Programs

Britannia has been delivering best-in-class products
and ensuring food safety for over 100 years. Its well
defined Food Safety and Quality Management systems
ensure compliance with regulatory requirements and
provide for regular assessments of quality and safety at
every stage of the product life cycle from raw material
sourcing to production and distribution, ensuring that
products reach consumers with the highest quality.

Driven by its quality first philosophy, your Company
fosters a culture of continuous improvement
through various capability-building initiatives.
It also participates in several industry-led thought
leadership programs and represents itself in various
regulatory forums, advocating consumer health and
safety.

These efforts reflect Britannia’s commitment to quality
and its responsibility towards consumers and the
industry.

Value Chain Partners:

To maintain highest standards of quality across the
Value Chain, your Company actively collaborates with
all the stakeholders from suppliers to consumers and
mandates its Value Chain Partners to adhere to stringent
food safety and product quality standards along with
compliance with the regulatory requirements.

Your Company ensures procurement of ingredients
and packaging materials from the approved partners
who have successfully completed the Company’s
rigorous qualification process. This is supported by a
robust quality inspection system across all its factories
to ensure that all the raw and packaging materials
procured, meets the highest quality standards and
acceptance criteria. To further strengthen this process,
a Vendor Quality Assurance Program (VQAP) has
been implemented across the supply chain to assure
food safety and quality at every stage.

Manufacturing:

At Britannia, we follow a proactive on-site risk
assessment and problem-solving approach
across all our manufacturing facilities including
contract manufacturing facilities to ensure quality
control. A structured work program is in place
to drive continuous improvement and foster a
quality-driven culture within the organization.
The Company also harnesses automation, digitalisation
and data-driven insights including Machine Learning to
enhance precision and drive operational efficiency.

Your Company adheres to both National and
International Standards ensuring compliance with
globally recognized food safety and quality protocols.
All your Company’s existing manufacturing units
are FSSC/ISO-22000 and Hazard Analysis Critical
Control Point (HACCP) certified and strictly adhere
to Food Safety and Standards Authority of India
(‘FSSAI’) Regulations, which inter alia provides
stringent hygienic and sanitary requirements for the
food businesses. Furthermore, manufacturing units
engaged in exports are in compliance with the applicable
International Regulations including those prescribed by
United States Food and Drug Administration (USFDA).

This commitment to food safety and quality is further
reflected in the recognition of 42 of our Manufacturing
Units by the American Institute of Baking (AIB) for
their consistent compliance with Global Food Safety
Standards.

Consumer Engagement:

Britannia values the voice of consumers and actively
seeks their feedback to continuously improve its
products and processes. We maintain a robust system
for collecting and analyzing consumer feedback
through various channels such as Consumer Care
Cell, Social Media and Market Research. This is further
strengthened by a structured program known as the
Consumer Quality Index which periodically monitors
the product quality and sensory performance, ensuring
our offerings consistently meet the changing needs
and preferences of the Consumers.

You will be pleased to note that your Company’s
dedicated Consumer Care Cell has once again been
certified with ISO 10002:2018, reflecting its adherence
to the ‘Global Standards on Quality Management
for Complaints Handling in Organisations’.
This certification underscores our ongoing efforts for
ensuring a responsive and efficient mechanism for
addressing consumer concerns.

e. Research and Development

Your    Company’s state-of-the-art Research and

Development (‘R&D’) capabilities have been
instrumental in driving product innovation and
developing a diverse portfolio towards its goal of
becoming a ‘Global Total Foods Company’.

During FY 2024-25, the R&D team successfully
launched various new products in the Indian market,
focusing on indulgence and wellness. These launches
showcase our ability to create entirely new categories
and to redefine the existing ones. Among these,
the ‘Jim Jam Pops - Go India’, limited edition pack,
reflecting the colors of our Indian flag was launched to
celebrate India’s historic T20 World Cup achievement.
Premium Crunchy ‘Tropical Coconut Cookies’ was
launched under the Good Day Chunkies range
to cater to the growing consumer preferences for
coconut-flavored snacks. ‘50    50 Golmaal’ was

also expanded with ‘Top Buttery Bites’ and
‘Butter Garlic’ variants, each crafted to suit the
regional taste & preferences.

Expanding our indulgent product portfolio,
we introduced ‘Pure Magic Choco Stars’, a premium
open sandwich biscuit layered with a rich chocolate
topping along with two novel Croissant offerings
i.e., the ‘Triple Choco’ Croissant for chocolate lovers
and the ‘Schezwan’ flavored Croissant, a bold and
spicy limited edition variant under the Treat brand.
Strengthening the Layerz cake range, we introduced
‘Choco Vanilla’ and ‘Strawberry Cheese’ flavoured
Layer Cake variants and ‘Jammy & Creme Layer Cake’
to further enhance the consumer choices.

Extending the reach of the ‘Milk Bikis’ brand
beyond biscuits, your Company launched an
innovative format ‘Milk Bikis Wafer Roll’, bringing
together the familiar nourishment of Milk Bikis
with a new, indulgent snacking experience.
As part of its efforts to expand the dairy portfolio with
health based offerings, your Company introduced
Winkin’ Cow ‘Grow’, a flavoured milk fortified with
16 essential Vitamins and Minerals to support
Children’s health.

Further, your Company continues to leverage its R&D
capabilities to enhance the nutritional profile of its
products, especially within the wellness portfolio.
As compared to FY 2018-19, Wholegrain content has
increased by ~254.16% per serving while Sugar and
Sodium levels have reduced by ~3.44% and 11.95%
per serving, respectively, marking significant progress
in offering healthier product choices.

Pioneering Sustainability through Packaging
Innovations:

Your Company has been continuously working
on innovative packaging solutions with a focus
on reducing environmental impact and promoting
responsible goodness across its operations.
During FY 2024-25, your Company used ~79% of
recyclable plastic packaging and ~71% of recyclable
laminates. Further, a Pilot Project on Paper based
packaging has been successfully commenced,
strengthening the Company’s progress towards
sustainability. In addition, aesthetic enhancements
were introduced across select product lines, aligning
design innovation with the consumer appeal and
brand differentiation.

You will be happy to note that your Company continued
to be “Plastic Neutral” for the 4^th consecutive year
and has collected and responsibly disposed off
~47,000 metric tonnes of Plastic during the year.

Strengthening R&D through Strategic Collaborations:

At Britannia, we recognize that collaboration is essential
to drive innovation and maintain a competitive
edge and towards this, we have strengthened our
strategic partnerships with pioneering food research
institutes in India such as the CFTRI (Central Food
Technological Research Institute) and the RARI
(Rajasthan Agricultural Research Institute). We have
also collaborated with the Institutes for research on
fat/oil technology and herbal biomarker testing to
explore the potential of using traditional Ayurvedic
knowledge in developing healthier food products.

Furthermore, we actively engage with academia and
research institutions through our “Ingenious Program”,
where selected students from the institutions like IIT
(Indian Institute of Technology), IIP (Indian Institute
of Packaging), CFTRI (Central Food Technological
Research Institute), NIFTEM (National Institute of
Food Technology Entrepreneurship and Management)
work alongside our R&D team to transform innovative
ideas into tangible prototypes.

In addition to these research-focused collaborations,
our Scientific and Regulatory team works closely
with the FSSAI towards strengthening the food
safety framework in India. Our team also submit
representations to FSSAI regularly and provides
comments on draft regulations, leveraging our
scientific expertise for informed policy decisions and
promote best practices in food safety.

Leveraging Technology for Innovation and Quality:

Britannia is embracing digital transformation and
is actively integrating AI-powered tools into its
R&D framework to enhance product innovation,
optimise processes and improve consumer experience.
These include:

•    Consumer Liking Prediction: Our R&D

team is pioneering the development of a
cutting-edge in-house tool to capture, store and
analyse sensory & analytical data. This system will
enable advanced predictive modeling, offering deep
insights into consumer preferences and likeability,
shaping the future of product innovation with
data-driven precision.

•    AI-powered Image Recognition: We are leveraging
AI-powered image recognition for analysing
product images to detect defects, maintain quality
standards, reduce waste and improve overall
product quality.

•    Product Lifecycle Management: AI is also being used
to streamline processes and reduce repeatability by
integrating it with Product Lifecycle Management
(PLM) system, which utilises extensive historical
data and provides insights on shelf-life estimation,
recipe optimisation and other key aspects.

f. Environment, Social and Governance

Guided by its vision of becoming a ‘Responsible Global
Total Foods Company’, Britannia is firmly committed
to creating long-term, inclusive value for all the
stakeholders, environment and the communities
it serves. Its Environment, Social and Governance
(‘ESG’) framework is built on 4 strategic pillars
viz., Resources, People, Growth and Governance.
Through this integrated approach, Britannia aims to
drive sustainable and profitable business growth while
giving back meaningfully to the Society and the Planet.

Your Company also conducts a materiality assessment
of ESG focus areas periodically to align with the evolving
stakeholders’ expectations and best industry practices.
The latest assessment identified 23 ESG focus areas,
with 8 high-priority areas serving as cornerstones for
our sustainability initiatives and long-term objectives.
The Executive Committee oversees each ESG focus
area with regular updates shared at quarterly Board
Meetings, driving ownership and accountability

RESOURCES

Recognising the critical importance of natural
resources and the impact of industrial operations on
the environment, the Company focuses on reducing
its ecological footprint through targeted initiatives
that enhance efficiency, optimise processes and
engage employees in driving resource conservation.
By embedding resource efficiency across its value
chain, Britannia aims to contribute meaningfully to
both National and Global Environmental Goals.

Renewable Energy:

At Britannia, sustainability is not just a strategic
initiative, it is embedded in our way of doing business.
As the world accelerates its shift towards a low-carbon
future, your Company continues to make significant
strides in its journey towards adoption of renewable
energy and reduction of greenhouse gas emissions,
aligning with India’s National Vision of achieving
Net Zero Emissions by 2070 and 500 GW (Gigawatt)
of installed Renewable Energy Capacity by 2030.

In FY 2024-25, renewable energy contributed to ~20%
of Britannia’s total energy consumption across the
Company’s operations in India. To further advance
its transition towards adoption of renewable energy,
Britannia aims to increase the share of renewable
electricity to 56% of total electricity consumption
by FY 2025-26 through various initiatives
like captive generation and sourcing through
open-access and Power Purchase Agreements (PPAs).

Further, long-term PPAs have already been signed for
procurement of solar and wind energy across multiple
manufacturing units while biomass is utilised as an
alternative fuel at some of our factories, reflecting our
continued efforts to scale up green energy adoption.

Fuel and Energy Efficiency:

Achieving energy efficiency is central to Britannia’s
Sustainability Strategy supporting both environmental
responsibility and operational excellence. In addition to

expanding the share of renewable energy, your Company
continues to reduce its dependence on fossil fuels
through targeted interventions across processes, utilities
and transportation. From adopting specially designed
ovens that consume less fuel and operate on biomass
to retrofitting conventional equipment with advanced
fuel-efficient technologies, your Company is focused on
embedding efficiency at every level of operation.

In FY 2024-25, our focused efforts led to the
conservation of ~18,497 GJ (Gigajoule) of energy,
avoiding ~2,253 tCO2e emissions across our Indian
operations. These results were driven by continuous
process optimisation, adoption of advanced technologies
and installation of energy-efficient equipments.
By actively managing its energy use, Britannia is not only
reducing its environmental impact but also building a
more resilient and sustainable business.

Greenhouse Gas Emissions:

Britannia is committed to reducing its Greenhouse Gas
(‘GHG’) emissions and supporting India’s transition to
a low-carbon economy. Our decarbonisation strategy
follows a two pronged approach - increasing the share
of renewable energy and enhancing energy efficiency
across all our operations.

At Britannia, we have adopted cleaner fuels such as
biomass and natural gas while gradually reducing our
reliance on conventional fuels like furnace and light
diesel oil. We continuously monitor and manage our
Scope 1 & Scope 2 GHG emissions while mapping
and engaging our Value Chain Partners to account for
Scope 3 emissions.

Scope 1 & Scope 2 Emissions:

Scope 1 emissions are the direct GHG emissions
from sources owned or controlled by the Company
These emissions primarily arise from stationary
combustion in baking ovens and diesel generators,
as well as fugitive emissions from CO₂ based fire
extinguishers and refrigerants. To minimise these
emissions, we continue to invest in cleaner fuel
options, process improvements and maintenance
practices that enhance combustion efficiency.

Scope 2 emissions are indirect emissions resulting
from the consumption of purchased electricity
As Britannia continues to expand its operations,
it is also actively working on reduction of its Scope
2 emissions by increasingly sourcing electricity from
renewable sources such as wind and solar, reinforcing
its commitment to responsible and sustainable growth.

Scope 3 Emissions:

Scope 3 emissions arise from indirect activities across
the value chain i.e., beyond the Company’s direct
operations. Britannia has taken early steps and has
initiated the measurement of Scope 3 emissions from
FY 2021-22 to understand its broader environmental
footprint. As part of its evolving sustainability journey,
the Company conducted ESG assessments covering
479 suppliers, representing 78% of total procurement
spend, to build visibility into environmental and
social performance across the supply base. Britannia
continues to explore opportunities to collaborate with
suppliers for implementation of ESG practices across
the value chain.

Water Stewardship:

At Britannia, we recognise water as a critical natural
resource essential to our manufacturing processes and
to the well-being of the communities we operate in.
As the water stress continues to rise across many
parts of India due to climate change and over
extraction, Responsible Water Management has
become a strategic priority under our ESG program.
Our comprehensive approach centres around 3 pillars:
Water Conservation, Water Reuse and Rainwater
Harvesting, each designed to reduce dependency,
enhance efficiency and promote replenishment of local
water resources.

Water Conservation:

Britannia continues to make significant progress
in optimising water use across its manufacturing
operations through targeted conservation measures and
smart engineering solutions. These include reducing
water line header pressure, deploying jet cleaners in
tray washing areas, using low-diameter and mist-based
taps, converting traditional taps to push-type designs
and installing float valves for water level control.

Each of our sites actively monitors water use with
the support of dedicated maintenance teams
and daily flow meter readings. In FY 2024-25,
Britannia achieved a freshwater consumption intensity
of 0.87 kL (kilolitres) / Ton of production. Despite the
inclusion of 3 new factories at Tirunelveli, Barabanki and
Bihta into the scope of our specific water consumption
targets, our overall performance has remained within
the expected range. This demonstrates the effectiveness
of our water management strategy, which focuses on
continuous monitoring, measurement and sustained
efforts to optimise specific water consumption.

Water Reuse:

Britannia places strong emphasis on maximising
water circularity across its operations by recycling
and reusing treated waste water within the factory
premises for gardening and other suitable purposes,
significantly reducing the demand for freshwater.
Further, rejected water from Reverse Osmosis (RO)
systems is repurposed primarily for floor and utility
area cleaning, ensuring minimal wastage at source.

As a result, ~57.4% of the total water withdrawn was
reused in FY 2024-25, which is a ~5.6% year-on-year
increase in the reuse rate. These efforts not only help
Britannia to reduce its water usage but also contribute
towards long-term water security in the regions where
we operate.

Rainwater Harvesting:

As part of its Water Stewardship Program, Britannia
has implemented Rainwater Harvesting Systems
at its 17 manufacturing units, enabling collection
and reuse of rainwater during the monsoon season.
These systems include rooftop collection, ground
water recharge pits and dedicated harvesting tanks
to store rainwater for gardening, cleaning etc.
Through these efforts, we not only reduce our
dependence on freshwater sources but also improve
groundwater levels, mitigate water scarcity and support
the long-term sustainability of local water ecosystems.

Sustainable Packaging:

Sustainable packaging continues to be a key pillar
of Britannia’s ESG strategy and we are committed
to reduce ecological impact of packaging across the
entire lifecycle of our products from design to disposal.
Our initiatives include design optimisation, greater
use of recyclable materials and elimination of plastic
without compromising product quality or safety
As a result of these initiatives, the Company used ~79%
of recyclable plastic packaging and ~71% of recyclable
laminates in FY 2024-25.

We also sustained our Plastic Neutrality status for
the 4^th consecutive year by collecting and responsibly
disposing off ~47,000 metric tonnes of Plastic (through
our Extended Responsibility Programs), representing
more than 100% of the Plastic consumed across all our
India operations in FY 2024-25.

Sustainable Sourcing:

At Britannia, sustainable sourcing is central to our
commitment to build a responsible and future-ready
supply chain. In FY 2024-25, we conducted a Supplier
ESG Assessment covering 479 suppliers, accounting
for 78% of our total procurement spend. Key focus
areas of the Supplier ESG assessment include:

•    Energy Management;

•    Water Management;

•    Waste Management;

•    Sustainable Packaging;

•    Greenhouse Gas Emissions and No Deforestation;

•    Business Ethics, Governance, Diversity and
Inclusion.

Guided by our Supplier Code of Conduct and
Sustainable Sourcing Policy, ~97.7% of our procurement
was sourced locally, reducing transport emissions and
supporting regional economies.

PEOPLE

At Britannia, we firmly believe that inclusive growth
begins with those who work with us and those around
us. We aim to foster an environment that is inclusive,
safe and empowering, helping every Britannian to
grow, while also uplifting the communities that are
part of our extended family

Our People - Enabling Growth through Inclusion and
Engagement:

At Britannia, we view diversity as an important lever
to build an inclusive workplace where individuals
are respected, heard, valued and are provided
equal employment opportunities regardless of age,
gender, religion or background. In FY 2024-25,
Women comprised ~44.11% of the factory workforce,
contributing towards our target of 50% by FY 2026-27.
In Managerial Roles, female representation stood
at ~15.10%, with an ambition to reach 20% by
FY 2026-27. While we continue to work towards
improving gender representation across levels, we also
monitor workforce metrics such as voluntary attrition
and overall turnover rates to strengthen our workforce
strategies.

The Health, Safety and Well-being of every Britannian
is of the highest importance to the Company.
To uphold this commitment, the Company has
implemented a comprehensive risk control framework,
continuous trainings and technology-driven solutions.
In FY 2024-25, your Company reported Zero
workplace fatalities, with a Lost Time Injury
Frequency Rate (LTIFR) of 0.14 and Medical
Treatment Case Frequency Rate (MTCFR) of
0.19 (calculated per 2,00,000 man-hours).
Through continuous monitoring and awareness
sessions, we ensure that every Britannian works in a
safe, secure and supportive environment.

At Britannia, we are committed to enable holistic
employee growth as part of our Employees Value
Proposition (EVP) -    “Make Ti)ngs Happen”.

During FY 2024-25, the Company focused on
strengthening employee capabilities through structured
capability-building, leadership development and skill
enhancement programs. Further, various holistic
wellness initiatives were also undertaken to support
the Physical, Emotional, Financial and Mental
Well-being, ensuring that Britannians grow at every
stage of their professional journey. For a detailed
overview of these initiatives, please refer to the
‘Human Resources and Industrial Relations’ section
of the Management Discussion and Analysis Report,
which forms part of the Annual Report.

Empowering Communities - Driving Positive Social
Impact:

As we drive growth within Britannia, we remain
equally committed to uplift and create a positive
impact on the communities around us. Our community
development efforts are aimed at creating lasting
social impact through programs that address essential
needs such as nutrition, health and well-being. In
FY 2024-25, ~6.4 lakh individuals benefitted from
our outreach efforts, led through the Sir Ness Wadia
Foundation (SNWF) and the Britannia Nutrition
Foundation (BNF). Additionally, the Nowrosjee
Wadia Maternity Hospital (NWMH) continued to
provide health care services to ~2.5 lakh women and
children, reinforcing our long-standing commitment
to community well-being. For detailed information on
our social responsibility initiatives, please refer to the
Corporate Social Responsibility (‘CSR’) Report, which
forms part of the Annual Report.

GROWTH

At Britannia, we focus on driving sustainable progress
through strategic innovation, technology integration
and portfolio expansion. As a consumer-centric brand,
we continue to deliver high quality products, expand
our wellness portfolio and ensure consistent financial
performance, creating long term value for all our
stakeholders.

With over a century of commitment to product quality
and food safety, Britannia continues to be a household
name symbolising trust. Further, our ISO 10002:2018
certified Consumer Care Cell ensures timely redressal
of consumer grievances, reflecting our dedication to
serving consumers.

In line with its commitment to health and wellness,
your Company continued to enhance the nutritional
profile of its products, especially within the wellness
portfolio. In FY 2024-25, Wholegrain content has
increased by ~254.16% per serving while Sugar and
Sodium levels have reduced by ~3.44% and ~ 11.95%
per serving, respectively, as compared to the base line
of FY 2018-19, reinforcing its adherence to FSSAI’s
‘Eat Right’ initiatives. Further, as we propel towards
a future-ready trajectory, we are making strategic
investments in category expansion, wholesome
product innovation and technology-led efficiencies to
build a more sustainable and responsible business.

GOVERNANCE

At Britannia, our value led culture is built on a robust
corporate governance framework, comprehensive
policies and well defined processes that guides every
aspect of our business. With Governance integrated
in every business function, we uphold highest
standards of ethics, transparency and accountability.
This strong foundation enables us to manage risks, ensure
compliance and drive responsible growth, reinforcing
stakeholders’ trust and long-term value creation.
Key aspects of our governance approach includes:

•    Product Safety and Quality: We uphold the highest
standards of product safety and quality through
an effective Food Safety and Quality Management
System. For further details on product safety and
quality, please refer to the ‘Quality Programs’
section of this Report.

•    Business Ethics and Culture: Ethics and Social
Responsibility are deeply embedded in our
culture, supported by the Code of Business

Conduct, vigilant Whistle Blower Policy and our
Employee Value Proposition, RespecTi)NG: Do the
Right Ti)NG.

•    Leadership Development: At Britannia, we
prioritise leadership development by nurturing
internal talent from the early stages of their
careers. Our approach focuses on building future-
oriented skills and fostering leadership capabilities,
equipping employees to take on roles with greater
responsibility and impact.

•    Ethical Labelling, Marketing & Influence:

Responsible Marketing is at the core of our
brand ethos. All our marketing and product
communications are in line with the regulatory
requirements and our commitment to ensure
consumer transparency.

•    Transparency and Disclosures: We disclose
our financial and non-financial performance
through statutory and voluntary reports to
provide stakeholders with consistent, credible and
comparable information.

•    Data Security and Privacy: With Zero data breaches
reported in FY 2024-25, we continue to strengthen
our systems to ensure data privacy and safeguard
stakeholders’ information across all platforms.

g. Brands

FY 2024-25 was a landmark year in Britannia’s brand
journey. While the external environment remained
dynamic, we focused our efforts on building consumer
connection with a portfolio of bold, creative and
culturally resonant campaigns. Britannia continued
to build on its legacy of trust, delivering memorable
experiences across India’s diverse landscape, whether
through pioneering use of generative AI, tributes to
sporting excellence or iconic partnerships.

With storytelling at the core, your Company’s brands
not only led conversations but also created moments
that stays ever relevant in the lives of millions.

Milk Bikis - Reimagining Parenthood and Celebration:

As part of its commitment to promoting equal
parenting, Britannia Milk Bikis reinforced its position
as a progressive brand with the launch of the
“Adengappa Kadhaigal” campaign in Tamil Nadu.
This unique storytelling platform empowered fathers
to connect more meaningfully with their children
through the art of storytelling. Powered by generative
AI, the platform transformed everyday household
objects into tools for imaginative storytelling. Parents
could scan the Britannia Milk Bikis packs to generate
narratives in both English and Tamil languages, guided
by the prompts to creatively incorporate household
items as props, making storytelling sessions both
interactive and imaginative.

Building on its vision of shared parenting, Britannia
Milk Bikis unveiled “Parvarish Ki Baat Papa Tripathi
Ke Saath”, a pioneering campaign that blended
cultural relevance with technological innovation.
This initiative featured actor Pankaj Tripathi’s voice
in an Interactive Voice Response System (IVRS),
delivering relatable parenting insights in local dialects

to engage with diverse audiences. By using adaptive,
data-light technology, the campaign ensured
accessibility for parents across varied technological
landscapes, including those in regions where
smartphones and 4G connectivity were limited.
The campaign culminated in an interactive conference
on ‘mSamwaad’, India’s largest audio conferencing
platform, where parents engaged directly with an
AI model of Mr. Tripathi, fostering a sense of inclusivity

Further reinforcing its cultural resonance,
Britannia Milk Bikis became part of a historic
celebration in Tamil Nadu during the release
of ‘Good Bad Ugly’, a major film starring actor
Ajith Kumar. In an unprecedented tribute
to Mr. Ajith Kumar, his fan club crafted a
15-foot garland composed entirely of Britannia Milk
Bikis biscuits, which was draped around a towering
cutout of the actor at the iconic Kasi Theatre in
Chennai, Tamil Nadu. The garland was later donated
for a good cause. This creative reimagining of the
traditional Paal Abhishekam ritual highlighted the
brand’s enduring connection with the people of
Tamil Nadu, reflecting decades of trust and shared
traditions.

Jim Jam Pops - A Tri-Colour Tribute to the Nation:

Jim Jam Pops celebrated India’s historic T20 World
Cup achievement with the launch of a special
‘Go India’ limited edition pack. This innovative
product featured green apple jelly paired with
tri-colour elements, white creme and a saffron biscuit
base, symbolising National Pride and Unity Known for
its groundbreaking open-biscuit format, Jim Jam Pops
has disrupted the market, achieving ~ ' 64 Crores of
revenue within just two years of its launch, reflecting
the brand’s ability to capture consumer imagination
and loyalty.

Bourbon - From AI Recipes to Ice Cream Delights:

Britannia Bourbon elevated its iconic status through
the launch of “BourbonIT”, a generative AI-powered
recipe platform developed in partnership with Google
Gemini. BourbonIT redefined the user experience by
adding a Bourbon twist to traditional recipes, resulting
in over 28,000 unique formats created by users.
This initiative showcased a powerful fusion of
technology and creativity, driving deeper consumer
engagement and redefining culinary experiences.
Building on this innovation, the brand introduced NIC
Bourbon Ice Cream, a distinctive treat that blended

the beloved chocolatey crunch of Britannia Bourbon
biscuits with NIC’s premium chocolate ice cream,
creating an indulgent and unforgettable experience.

Britannia Pure Magic - A Touch of Magic, A Glimpse
of the Stars:

In a unique collaboration with Warner Bros., Britannia
launched ‘Pure Magic Choco Frames - Harry Potter
Special Edition’, a sensory delight for fans of the
wizarding world. Each biscuit in this collection
featured intricate designs inspired by the four
Hogwarts houses and the Iconic Platform 9%, evoking
both nostalgia and excitement among consumers.
By tapping into the enduring global appeal of the Harry
Potter franchise, the product effectively deepen emotional
connections with a diverse and enthusiastic audience.

Complementing this magical launch was the
introduction of ‘Pure Magic Choco Stars’,
a revolutionary open chocolate cream cookie
that aligned with zodiac-themed campaigns.
With marketing tailored to individual star signs,
the brand captured widespread consumer attention
and elevated the snacking experience by merging
indulgence with personalization.

50 50 - Chief Selector Campaign - Let the Consumers
decide:

Britannia 50 50 continued its tradition of consumer
driven innovation with the “Chief Selector” campaign,
inviting participants to design their own biscuit
shapes. This interactive initiative featured Cricketer
Ravi Shastri in a digital avatar, blending cutting-edge
generative AI with engaging storytelling to deepen
consumer intraction. This campaign showcased the
brand’s creative agility and reinforced its commitment
to putting consumers at the heart of its product
development process.

Treat - When Festive Innovation meets Calculation:

Britannia Treat embarked on a culturally resonant
journey by embracing the festive spirit through
innovative Christmas and New Year themed biscuit
designs. Taking consumer engagement a step
further, the brand launched the “Britannia Treat
Circle Challenge”, a unique initiative that combined
entertainment with education. In collaboration
with educator Mr. Nitin Vijay, the challenge invited
participants to don their mathematician caps and
tackle a fun yet brain-teasing task, measuring the
circumference of the inner circle of a Britannia Treat
biscuit with precision for a reward. This interactive

contest blended the joy of discovery with the thrill
of competition, underscoring Britannia’s ability to
stay relevant and engaging across diverse consumer
demographics.

Good Day - From MahaKumbh Moments to Chai
Conversations:

Britannia Good Day showcased its storytelling prowess
through the “AGoodDayAtMahaKumbh” campaign,
capturing 144 real-life stories from Mahakumbh
2025. This initiative highlighted moments of joy,
perseverance and human connection, reflecting Good
Day’s ethos of celebrating everyday happiness.

Britannia Good Day also reignited the long-standing
debate about the best biscuit to pair with Chai through
its innovative “Headlines” campaign. Taking a fresh
approach, the campaign highlighted this bond without
prominently featuring the product, instead focusing on
the idea that each sip of Chai evokes the unmistakable
shape of a Good Day biscuit on one’s forehead.
This subtle yet impactful storytelling redefined the
brand’s communication strategy, celebrating biscuits
as the perfect companion to Chai.

Further deepening its emotional connection,
Britannia Good Day launched a series of engaging
TV commercials and collaborated with Chai Point
during MahaKumbh, where millions of cups of
chai were enjoyed alongside Good Day biscuits.
The campaign extended its reach across multiple
cities, engaging consumers in diverse settings, from
modern trade outlets to IT park food courts and chai
tapris and expanded into Quick Commerce platforms
and branded collaborations. Through this immersive
initiative, Good Day reaffirmed its position as the
quintessential partner to India’s favorite beverage.

Marie Gold - Celebrating Avani’s Gold to HerSpark
Dreams:

Britannia Marie Gold, a brand synonymous with
resilience and empowerment, paid an unprecedented
tribute to sporting excellence with the launch of the
‘Avani Lekhara’s Special Edition pack’. This initiative
honored Ms. Avani Lekhara, India’s first female athlete
to win gold at both the Paris 2024 and Tokyo 2020
Games, celebrating her extraordinary achievements
with a commemoration of historic magnitude.
For the first time in its history, Britannia Marie
Gold redesigned both its biscuit and packaging,
symbolizing its unwavering commitment to
inspire and empower through its long-standing

proposition of “Do More. Be More”. The bespoke
design not only marked a significant milestone
in sports history but also underscored the brand’s
dedication to championing extraordinary stories of
perseverance and success.

Furthering its legacy of supporting women and
nurturing talent, Britannia Marie Gold partnered
with the Inspire Institute of Sport (IIS) to
launch “HerSpark”, a groundbreaking National
Sports Scholarship Program for women athletes.
This first-of-its-kind initiative aimed to identify and
support promising young women athletes across
disciplines such as boxing, swimming, judo, athletics
and parasports, offering them a launchpad to kickstart
their sports careers. The “HerSpark” program provided
a fully funded 3 years’ scholarship that encompassed
professional training, world-class coaching, lodging,
nutrition and educational opportunities. The Athletes
would also benefit from access to state-of-the-art
facilities and mentorship from renowned Continental
and Olympic athletes, including Mamuka Kizilashvili
(Judo) and Yoandris Betanzos Francis (Athletics).
By investing in these aspiring champions, Britannia
Marie Gold not only empowered individual athletes
but also reinforced its commitment to building a
future where women lead with strength, skill and
determination.

NutriChoice - For a Better Tomorrow:

Britannia NutriChoice redefined snack time with
the launch of its “Face the Facts” campaign,
offering a refreshingly honest approach to consumer
engagement. Eschewing exaggerated claims or
pretense, the campaign focused on transparency
and authenticity, presenting the brand exactly as
it is. Britannia NutriChoice introduced bold and
candid packaging that directly addressed common
consumer concerns about healthy snacking options.
With its straightforward messaging and commitment
to honesty, the campaign invited consumers to make
informed choices, setting new standards for trust and
integrity in the health food category.

The WiseBite Initiative:

On World Health Day, Britannia deepened its commitment
to well-being with the launch of the “WiseBite” initiative,
an effort designed to encourage consumers to embrace
wiser, more balanced snacking habits. Recognising the
central role of snacking in daily life, WiseBite addressed
the importance of informed food choices and sustainable

eating practices. By emphasising mindfulness in
managing cravings and fostering healthier consumption
patterns, the initiative highlighted Britannia’s dedication
to empowering individuals to make smarter and more
sustainable decisions.

Vision Beyond Sight - Britannia’s AI-Driven
Accessibility:

Furthering its agenda of innovation and inclusivity,
Britannia introduced “Britannia A-Eye”, a
pioneering initiative powered by Google Gemini
and built on Vertex AI Multimodal Five Technology.
This groundbreaking pilot project leveraged Google
Astra’s advanced capabilities to democratise the
retail experience, particularly for visually impaired
consumers. By integrating cutting-edge AI, Britannia
aimed to make retail environments more accessible
and inclusive, setting a new benchmark for consumer
empowerment.

From Pockets to Billboards - A Greener Britannia:

Britannia marked Earth Day with a heartfelt campaign
centered on the theme of adopting simple yet
impactful habits. At the heart of the campaign was
an 8-year-old protagonist, whose innocence and
earnestness served as a poignant reminder to prioritise
cleanliness, take responsibility for personal waste and
cultivate a deeper sense of environmental stewardship.
The “Har Pocket Ab Dustbin” initiative aimed to
inspire millions of Britannia consumers to become more
mindful of their surroundings. By promoting efficient
plastic collection and processing, the campaign aligned
with Britannia’s broader commitment to achieving
100% Plastic neutrality, reinforcing its commitment
to sustainable practices.

Britannia also celebrated its sustainability journey
through the visually stunning “Nature Shapes
Britannia” out-of-home (OOH) campaign.
This striking series of billboards showcased Britannia’s
commitment to harmonising with the environment
by taking on the literal shapes of nearby trees.
These unique billboards served as a powerful metaphor
for Britannia’s philosophy of adapting to nature rather
than altering it. The campaign emphasised Britannia’s
progress in key sustainability areas such as Plastic
Neutrality, Waste Management, Water Stewardship,
and Energy Conservation. Accompanied by messages
highlighting its sustainability milestones, the campaign
reaffirmed Britannia’s dedication to preserving and
celebrating the natural world while setting new
standards in responsible business practices.

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

Details of conservation of energy, technology
absorption, foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Act read with
Rule 8(3) of the Companies (Accounts) Rules, 2014,
are given as ‘Annexure A’ to this Report.

III. BOARD OF DIRECTORS

As on 31 March 2025, the Board of Directors comprised
of 11 Directors, out of which 6 are Non-Executive
Independent Directors (including 1 Woman Director),
3 are Non-Executive Non-Independent Directors and
2 are Executive Directors.

a. Appointment of Directors

The Board of Directors at their Meetings held
on 2 July 2024 and 11 November 2024, based
on the recommendations of the Nomination and
Remuneration Committee (‘NRC’), approved the
following appointments to the Board, subject to the
approval of the Members of the Company:

•    Appointment    of Mr. Sunil    S.    Falbhai

(DIN:00045590) and Dr. Urjit Patel
(DIN:00175210) as the Additional Non-Executive
Independent Directors of the Company for a term
of 5 (five) consecutive years w.e.f. 2 July 2024 upto

I    July 2029 (both days inclusive).

The aforesaid appointments were subsequently
approved by the Members at the 105^th AGM of the
Company held on 12 August 2024.

•    Appointment    of    Mr.    Jehangir    N. Wadia

(DIN:00088831) as an Additional Non - Executive
Non-Independent Director of the Company, w.e.f.

II    November 2024.

The aforesaid appointment was subsequently
approved by the Members through Postal Ballot on
22 December 2024.

Further, during the year under review, the Members
of the Company approved the appointment of
Mr. Pradip Kanakia (DIN:00770347), as a
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) through
Postal Ballot on 15 June 2024.

In the opinion of the NRC and the Board,
Mr. Pradip Kanakia, Mr. Sunil S. Lalbhai,
Dr. Urjit Patel and Mr. Jehangir N. Wadia possess
requisite qualifications, experience and expertise to
contribute to the growth of the Company and hold
high standards of integrity. Further, all the Independent
Directors possess requisite proficiency as required
under the provisions of the Act.

b.    Cessation of Directors

During the year under review, the following Directors
retired / resigned from the Board of the Company:

•    Mr. Avijit Deb (DIN:00047233),
Mr. Keki Dadiseth (DIN:00052165) and
Dr. Ajai Puri (DIN:02631587) retired w.e.f. close of
business hours on 11 August 2024;

•    Mr. Keki Elavia (DIN:00003940) retired w.e.f.
conclusion of 105^th AGM of the Company held on
12 August 2024;

upon completion of their terms as Non-Executive
Independent Directors of the Company in accordance
with Section 149(11) of the Act and Regulation 25(2)
of the SEBI Listing Regulations, 2015.

The Board of Directors expressed their sincere
appreciation for the valuable contributions made
by Mr. Avijit Deb, Mr. Keki Dadiseth, Dr. Ajai Puri
and Mr. Keki Elavia during their tenure as the
Non-Executive Independent Directors of the Company.

They also ceased to be the Chairpersons/Members
of the Committees of the Board. Accordingly, these
Committees have been reconstituted as required under
the Act and the SEBI Listing Regulations, 2015.

•    Mr. Rajneet Singh Kohli (DIN:09743554) resigned
from the position of Executive Director and Chief
Executive Officer of the Company w.e.f. close of
business hours on 14 March 2025.

The Board of Directors expressed their sincere
appreciation for the valuable contributions made by
Mr. Rajneet Singh Kohli during his tenure as the
Executive Director and Chief Executive Officer of the
Company.

c.    Director Retiring by Rotation

Pursuant to Section 152 of the Act and the Articles
of Association of the Company, Mr. Nusli N. Wadia
(DIN:00015731), Chairman and Non-Executive

Non-Independent Director of the Company is liable
to retire by rotation at the ensuing AGM and being
eligible, has offered himself for re-appointment.

In view of vast experience, knowledge and significant
contribution of Mr. Nusli N. Wadia in guiding
the Company’s Board and Management and basis
the recommendation of the NRC, the Board of
Directors at their Meeting held on 8 May 2025,
approved and recommended to the Members, the
re-appointment of Mr. Nusli N. Wadia as a
Non-Executive Non-Independent Director of the
Company, liable to retire by rotation.

A Special Resolution seeking approval of the Members
for re-appointment of Mr. Nusli N. Wadia as a
Non-Executive Non-Independent Director of the
Company, liable to retire by rotation along with his
brief Profile and other relevant details as required under
Regulation 36(3) of the SEBI Listing Regulations,
2015 and Secretarial Standard on General Meeting
(‘SS-2’) issued by the Institute of Company Secretaries
of India forms part of the Notice of the 106^th AGM 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 for
the year ended 31 March 2025, the applicable
accounting standards have been followed;

(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 2025 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 2024-25.

IV.    KEY MANAGERIAL PERSONNEL

As on 31 March 2025, Mr. Varun Berry
(DIN:05208062), Executive Vice-Chairman and
Managing Director, Mr. N. Venkataraman
(DIN:05220857), Executive Director and Chief
Financial Officer and Mr. T.V Thulsidass, Company
Secretary are the Key Managerial Personnel of the
Company.

During the year under review, Mr. Rajneet Singh Kohli
(DIN:09743554) resigned from the position of the
Executive Director and Chief Executive Officer of the
Company w.e.f. close of business hours on 14 March
2025.

Further, as on the date of this Report, Mr. Varun Berry
was re-designated as the Executive Vice-Chairman,
Managing Director and Chief Executive Officer of the
Company w.e.f. 8 May 2025.

V.    CORPORATE SOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy)
Rules, 2014 ('CSR Policy Rules’) 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 the CSR activities as required
under Rule 8(1) of the CSR Policy Rules, comprising
of brief outline of the CSR Policy, composition of CSR
Committee and highlights of the projects is given as
‘Annexure B’ to this Report. Further, the details of the
terms of reference of the Committee and its Meeting(s)

held during the year are provided in Clause (III) (e) of
the Corporate Governance Report.

The Executive Summary of the Impact Assessment
of the CSR Project titled “Promoting Healthcare,
Growth and Development of the Children through
Britannia Nutrition Foundation (BNF)” carried out
pursuant to Rule 8(3) of the CSR Policy Rules is given
in the Annual Report on the CSR Activities and the
detailed Impact Assessment Report is available on the
website of the Company at https://www.britannia.
co.in/investors/impact assessment report.

VI. EMPLOYEES

a.    Remuneration of the 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 along
with 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
on all the business days (between 10:00 A.M. IST to
5:30 PM. IST) up to the date of the ensuing AGM. Any
Member desirous of inspecting or obtaining a copy
of the same 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

Britannia is committed to provide an environment that
supports all employees to work together with openness
and trust and in ways that demonstrate respect,
value differences and has Zero tolerance for Sexual
Harassment. In compliance with Sexual Harassment

of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder,
the Company has implemented a comprehensive
‘Anti-Sexual Harassment Policy’ on Prevention
of Sexual Harassment at Workplace, which is
gender-neutral, covering all the employees (permanent,
contractual, temporary, trainees and apprentices) at all
its offices and factories and it also covers visitors and
third parties associated with the Company.

The Company has constituted Internal Committees
comprising internal and external members with
relevant experience to address complaints of sexual
harassment in a timely and confidential manner.
Further, awareness programs and training sessions are
periodically conducted across its locations to sensitise
employees and promote a culture of dignity and
respect at the workplace.

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

VII. GOVERNANCE

a.    Corporate Governance Report

Pursuant to Regulation 34(3) and Schedule V of the
SEBI Listing Regulations, 2015, a Corporate Governance
Report for FY 2024-25 along with the Certificate from
the Statutory Auditors of the Company confirming
compliance with the conditions of Corporate Governance
prescribed under the SEBI Listing Regulations, 2015
forms part of the Annual Report.

b.    Business Responsibility and Sustainability Report

At Britannia, we are committed to create long-term
value for all the stakeholders through ethical practices,
environmental stewardship and social responsibility.
Guided by these principles, we continue to align our
initiatives with National and Global Sustainability
Frameworks.

In line with the requirements of Regulation 34(2) (f)
of the SEBI Listing Regulations, 2015 read with
the SEBI Master Circular No. SEBI/HO/CFD/PoD2/
CIR/P/0155 dated 11 November 2024 and SEBI Circular
No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2025/42 dated
28 March 2025, the Company has prepared its Business
Responsibility and Sustainability Report (‘BRSR’) for the
financial year 2024-25 based on the framework of the
National Guidelines on Responsible Business Conduct
(NGRBC) and in the format prescribed by SEBI.

Further, the Company has obtained Assurance of the
BRSR Core for FY 2024-25 from TUV SUD South
Asia Private Limited in accordance with the above
SEBI circulars. The BRSR and the Assurance Report on
the BRSR Core form part of the Annual Report.

c.    Annual Return

The 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 currently placed on the website of the
Company at https://www.britannia.co.in/investors/
annual return. The Company shall upload final copy
of the Annual Return once the same is filed with the
Registrar of Companies within 60 days from the date of
AGM scheduled to be held on Monday, 11 August 2025.

d.    Vigil Mechanism

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 No. IX (c)
of the Corporate Governance Report.

e.    Board Evaluation

The annual performance evaluation of the Board,
its Committees and Individual Directors (including
Chairman) was carried out in compliance with the
requirements of Section 178 of the Act, Regulation
17, 19 & 25 of the SEBI Listing Regulations, 2015
and in accordance with the Governance Guidelines
adopted by the Board. The criteria and the manner of
performance evaluation is given in Clause No. 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, KMPs and other Employees. The salient
features of the policy are given in Clause No. III (b) of
the Corporate Governance Report.

The policy is also available on the website of
the Company at https://www.britannia.co.in/investors/
remuneration policy.

g.    Risk Management

Your Company has adopted a Risk Assessment
and Management Policy and 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 No. III (d) of the Corporate Governance
Report.

h.    Declaration by the Independent Directors

All the Independent Directors have submitted
Declaration of the Independence confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act read with 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 6 (six) times during the year. The details
of the Composition of the Board, its Committees and
their Meetings are given in Clause No. II and III of the
Corporate Governance Report.

During the year, the Board 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 and the same is
available on the website of the Company at https://
www.britannia.co.in/investors/policy on materiality of
related party transactions and on dealing with related
party transaction.

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 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. 43 of the Standalone Financial Statements.

k.    Public Deposits

Your Company has neither accepted nor has any
outstanding deposits from 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 and 39 of the Standalone Financial
Statements of the Company.

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 by the Institute of Company
Secretaries of India and approved by the Central
Government under Section 118(10) of the Companies
Act, 2013.

VIII. AUDITORS
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 their 101^st AGM held on
7 July 2020, appointed M/s. Walker Chandiok & Co
LLP, Chartered Accountants (Firm Registration No.
001076N/N500013), as the Statutory Auditors of the
Company for a period of 5 (five) consecutive years i.e.,
to hold the 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 issued their Reports
with an unmodified opinion and their Reports do
not contain any qualification, reservation, adverse
remark or disclaimer on the Financial Statements of
the Company for FY 2024-25. Further, there are no
observations or comments on any financial transactions
that have an adverse effect on the functioning of the
Company.

As the first term of 5 (five) consecutive years of
M/s. Walker Chandiok & Co LLP as the Statutory
Auditors of the Company ends at the conclusion of
106^th AGM, the Board of Directors of the Company
at their Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
approved and recommended to the Members, the
re-appointment of M/s. Walker Chandiok & Co LLP,
as the Statutory Auditors of the Company for a second
term of 5 (five) consecutive years i.e., to hold the office
from the conclusion of 106^th AGM till the conclusion of
111^th AGM of the Company to be held in the year 2030.

In this regard, the Company has received consent
from M/s. Walker Chandiok & Co LLP for their
re-appointment along with a certificate confirming
that they satisfy the criteria provided under Section
141 of the Act and the re-appointment, if made, shall
be in accordance with the applicable provisions of the
Act and rules framed thereunder.

An Ordinary Resolution, seeking approval of the
Members for re-appointment of M/s. Walker Chandiok
& Co LLP as the Statutory Auditors of the Company
for a second term of 5 (five) consecutive years along
with their brief profile and other relevant details as
required under Regulation 36(5) of the SEBI Listing
Regulations, 2015 forms part of the Notice of the
106^th AGM of the Company.

b. 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 of the SEBI Listing Regulations, 2015,
M/s. Parikh & Associates, Practicing Company
Secretaries (Firm Unique Code: P1988MH009800),
have conducted the Secretarial Audit of the Company
for FY 2024-25. The Secretarial Audit Report does
not contain any qualification, reservation, adverse
remark or disclaimer for FY 2024-25 and is given as
‘Annexure D’ to this Report.

Further, in terms of Regulation 24A of the
SEBI Listing Regulations, 2015, as amended vide
SEBI Notification No. SEBI/LAD-NRO/GN/2024/218
dated 12 December 2024, the Company is required to
appoint a Peer-Reviewed Practicing Company Secretary or
a firm of Practicing Company Secretaries as the Secretarial
Auditor for not more than one term of five consecutive
years or two terms of five consecutive years, respectively,
subject to approval of the Members of the Company.

In this regard, the Board of Directors of the Company
at their Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
approved and recommended to the Members, the
appointment of M/s. Parikh & Associates, as the
Secretarial Auditors of the Company for a term of
5 (five) consecutive years i.e., to hold the office from
the conclusion of 106^th AGM till the conclusion of
111^th AGM of the Company to be held in the year 2030
(i.e., from FY 2025-26 to FY 2029-30).

M/s. Parikh & Associates have provided their consent
and an eligibility certificate confirming that they are
not disqualified to be appointed as the Secretarial
Auditors of the Company and that their appointment,
if approved, would be in compliance with provisions
of the applicable laws.

An Ordinary Resolution, seeking approval of the
Members for appointment of M/s. Parikh & Associates
as the Secretarial Auditors of the Company for a term of
5 (five) consecutive years along with their brief profile
and other relevant details as required under Regulation
36(5) of the SEBI Listing Regulations, 2015 forms part
of the Notice of the 106^th AGM of the Company.

i.    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 duly maintained the
cost records for FY 2024-25.

M/s. GNV & Associates, Cost & Management
Accountants (Firm Registration No. 000150), Cost
Auditors of the Company are carrying out the Audit
of the cost records relating to Milk Powder for
FY 2024-25. The Cost Audit Report will be submitted to
the Board of the Directors within the prescribed timelines.

The Cost Audit Report for FY 2023-24, issued by
M/s. GNV & Associates was filed with the Central
Government within the statutory 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 8 May 2025, based
on the recommendation of Audit Committee, have
re-appointed M/s. GNV & Associates as the Cost
Auditors of the Company for FY 2025-26 to conduct
the Audit of applicable cost records at a remuneration of
' 75, 000/- (plus applicable taxes and reimbursement
of out-of-pocket expenses incurred in connection with
the audit).

M/s. GNV & Associates have provided their consent
and an eligibility certificate confirming that they are
not disqualified to be appointed as the Cost Auditors
of the Company and that their appointment, if
approved, would be in compliance with provisions of
the applicable laws.

An Ordinary Resolution seeking ratification of the
remuneration payable to M/s. GNV & Associates for
conducting audit of the applicable cost records of the
Company for FY 2025-26 forms part of the Notice of
the 106^th AGM of the Company.

d.    Internal Auditors

M/s. BDO India LLP, Internal Auditors of the Company
have carried out the Internal Audit for FY 2024-25.
The reports and findings of the Internal Auditors are
quarterly 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 of the Company at their Meeting held on
8 May 2025, based on the recommendation of the Audit
Committee, have re-appointed M/s. BDO India LLP as
the Internal Auditors of the Company for FY 2025-26.

e.    Tax Auditors

Pursuant to Section 44AB of the Income Tax Act, 1961,
M/s. Bansi S. Mehta & Co., Chartered Accountants
(Firm Registratrion No. 100991W), the Tax Auditors
of the Company have carried out the Tax Audit
for Financial Year 2023-24 (Assessment Year
2024-25). The Tax Audit Report has been duly filed
with the Income Tax Department within the prescribed
timelines.

The Board of Directors of the Company at their
Meeting held on 8 May 2025, based on the
recommendation of the Audit Committee, have
re-appointed M/s. Bansi S. Mehta & Co., as the Tax
Auditors of the Company for Financial Year 2024-25
(Assessment Year 2025-26).

f.    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
Act read with Rule 13 of the Companies (Audit and
Auditors) Rules, 2014.

IX.    INTERNAL FINANCIAL CONTROLS

Your Company has laid down adequate Internal
Financial Controls and ensured that they remained
effective during the year. The details of adequacy
of Internal Financial Controls concerning the
Financial Statements are given in Clause (VIII) of the
Management Discussion and Analysis Report which
forms part of the Annual Report.

X.    ACKNOWLEDGEMENTS

Your Directors would like to thank all the Stakeholders
viz., Consumers,    Shareholders, Employees,

Government, Suppliers, Business Partners, Bankers
and all others associated with the Company for their
continuous support and cooperation.

On behalf of the Board
Sd/-

Nusli N. Wadia

Place : Bengaluru    Chairman

Date : 8 May 2025    (DIN: 00015731)