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Britannia Industries Ltd.

BSE: 500825 Sector: Agri and agri inputs
NSE: BRITANNIA ISIN Code: INE216A01030
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VOLUME 6542
52-Week high 3443.90
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P/E 53.55
Mkt Cap.(Rs cr) 73,580
Buy Price 3058.00
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Sell Price 3059.45
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OPEN 3081.70
CLOSE 3080.95
VOLUME 6542
52-Week high 3443.90
52-Week low 2302.00
P/E 53.55
Mkt Cap.(Rs cr) 73,580
Buy Price 3058.00
Buy Qty 3.00
Sell Price 3059.45
Sell Qty 49.00

Britannia Industries Ltd. (BRITANNIA) - Director Report

Company director report

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

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

? in Crores

Particulars Year ended 31 March 2019 Year ended 31 March 2018
Sale of goods 10389.49 9282.04
Profit before tax 1716.11 1445.20
Profit after tax 1122.20 947.89
Profit available for appropriation 3163.18 2515.05
Proposed dividend (including tax thereon) 434.57 361.85

b. Overview of Company Performance

Your Company reported consolidated revenue growth of 10.8% for FY 2018-19. This wasmade possible through heightened innovations expansion in distribution and costefficiency programs.

During the year your Company celebrated its 100th year and refreshed itsidentity with the launch of the new Britannia logo signifying "Excitement andGoodness". Massive multi media campaigns viz. T.V radio engagements social mediadigital campaigns outdoor advertising sponsorships and newspaper publications wereconducted to bring alive the Britannia identity and celebrate 100 years.

As it enters the next century your Company has outlined a vision of becoming a"Global Total Foods Company" and has:

Entered new categories Salted Snacks

Croissants Cream Wafers and Flavoured

Milkshakes.

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

Built technologically superior factories at Integrated Food Park RanjangaonMaharashtra

Guwahati and Special Economic Zone (SEZ) Mundra.

Expanded its footprint in International Business by setting up a greenfield plant atNepal.

Increased its direct reach and rural distribution.

c. Consolidated Financial Performance

Consolidated Financial Statements prepared in accordance with Section 133 of theCompanies Act 2013 read with rules made thereunder and Indian Accounting Standards (IndAS) along with the Auditor's Report form part of the Annual Report. Consolidated Sales ofyour Company for the financial year ended 31 March 2019 is ? 10973.46 Crores vis--vis `9905.63 Crores in the previous year registering a growth of 10.8%. Consolidated NetProfit attributable to owners of the Company for the financial year ended 31 March 2019 is? 1159.12 Crores vis--vis

? 1004.23 Crores in the previous year registering a growth of 15.4%.

d. Subsidiaries Associates and Joint Ventures

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

During the year voluntary winding up of Daily Bread

Gourmet Foods (India) Private Limited was initiated considering the unviability of thebusiness in spite of the best efforts taken by the Company to revive the same.

e. Dividend

Your Directors are pleased to recommend a dividend of 1500% which amounts to ? 15 pershare (face value

? 1 per share) for consideration and approval by the Members at the ensuing AnnualGeneral Meeting. The total dividend payout including dividend distribution tax amounts to` 434.57 Crores. f. Reserves

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

g. Share Capital

During the year under review your Company has allotted 99999 equity shares of ? 2each upon exercise of options under Britannia Industries Limited Employee Stock OptionScheme. Consequently the paid up equity share capital of your Company has increased by ?199998 during the year.

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise to Spread Delight

The Britannia Promise to delight consumers has been the driving force behind itssuccess over 100 years. The commitment to provide fresh exciting tasty and innovativeproducts of the highest quality continues to be at the core of your Company's beliefs. Thespecial relationship that consumers enjoy with each of your

Company's products is testimony to the care and thought with which they are made.

The initiatives being taken towards introducing new products establishingstate-of-the-art R&D and manufacturing facilities and increasing outreach to newmarkets through the strategic expansion plan based on the principle of ‘one newmarket a year' are enabling your Company to deliver on its promise of being a "GlobalTotal Foods Company".

b. Supply Chain & Operations

Your Company continued to focus on improving competitiveness in its operations throughvarious Cost Efficiency and Operational Excellence Programs across the value chain. Duringthe year various non-value added activities have been eliminated through value streammapping exercise across major manufacturing units thereby resulting in significantproductivity improvements.

Your Company has successfully commissioned

Biscuits and Cake lines at the Integrated Food Park Ranjangaon Maharashtra and SaltedSnacks line at Bidadi factory Karnataka. This enabled your Company to launch CroissantsSwiss Roll Layer Cakes Cream Wafers and Salted Snacks during the year.

As part of your Company's strategy of expanding International Business a GreenfieldPlant has been set up in Nepal which got operationalized in April 2019. Production hasalso been scaled up at your Company's factory in the Special Economic Zone (SEZ) Mundrato meet export requirements.

c. Environment Health and Safety

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

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

A structured program of reviewing risk assessment at machine levels and EHS steeringcommittee are in place to review the overall strategy risks and the status of actionsimplemented across all factories. All Company owned manufacturing units other than theunits just commercialized have been certified for compliance to OHSAS 18001 systemrequirements.

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

d. Quality Programs

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

You would be happy to know that all the existing manufacturing units of your Companyincluding contract manufacturing units are certified by an accredited third party inaccordance with ‘Hazard Analysis Critical Control Points' (HACCP) / ISO 22000standards and operate in compliance with stringent food safety and quality standards.

Your Company has received American Institute of

Baking (AIB) Certification for 6 of its manufacturing units through its consistentefforts towards compliance with Global Food Safety Standards.

Your Company's "Consumer Care Cell" is compliant to the ‘Globalstandards on customer satisfaction & Guidelines on complaint handling' and sustainedthe ISO 10002 certification during the year.

You will be delighted to know that your Company was recognised as "Food Company ofthe Year 2018" in the India Food Safety Excellence Awards 2018 organized by SYNNEXthis year. e. Research and Development (R&D)

Your Company is leveraging its R&D capabilities towards becoming a "GlobalTotal Foods Company". The investments in R&D have begun to yield results with thelaunch of twenty four (24) exciting new products during the year under review. Some of theproducts developed are new-to-market innovations which have enabled your Company's entryinto new adjacent categories whereas others are re-engineered or refreshed versions ofexisting products.

Your Company identified Salted Snacks as a category with significant potential and theR&D team worked to develop and deliver delightful baked "Time Pass GroovyChips" in 3 variants - Minty Pudina Pickled Mango and Spicy Tomato and "TimePass Funsticks" in 2 variants - Tomato Twist and Masala Munch.

Your Company launched centre filled Croissants under the ‘Treat' brand in 2variants Vanilla and Cocoa.

Wafer is another growing category in India and the R&D team developedorganoleptically superior "Treat Crme Wafers" in Choco Vanilla Orange andStrawberry variants.

Your Company entered the Milkshakes category during the year and has launched 4variants of healthy and tasty "Winkin Cow Thick Shakes" in convenient UHT packformat.

You will be delighted to know that your R&D team developed a unique crispy opensandwich biscuit combining smooth cream and rich chocolate experience which has beenlaunched as ‘‘Treat Stars'' in 2 variants - Crme & White Choco Duo andCrme & Milk Choco Duo. Your Company has also launched a new product "TreatBurst" to deliver premium chocolate experience to its consumers.

The year also witnessed development and launch of exciting new products in the Cakecategory - "Cake Roll Yo" in 2 variants - Strawberry and Choco; "LayerzChoco"; "Muffills Double Choco" and "Fudge it" afirst-of-its-kind Choco brownie product.

Your Company re-launched "Pure Magic Chocolush" & "Chunkies TripleChoco Chips" and also launched

Wonderfulls Butter Jeera and Mixed Fruit.

Your Company's continued focus on delivery of healthier nutritious and delightfulproducts to consumers led to the launch of "Nutrichoice Digestive Oats andChocolate" combining the goodness of Oats with the indulgence of Chocolate;"Vita Marie Gold Whole Wheat" made with whole wheat flour (Atta) and "MilkBikis Yummy Choco Smileys" made with crunchy chocolate biscuits sandwiched with milkcrme.

Your Company also developed and launched "Toastea

Multigrain" a first-of-its-kind double baked rusk made using Wheat Ragi andOats.

As part of its continuing efforts to ‘Make a Difference' to the community yourCompany invested significantly in research and development to address key nutritionaldeficiencies. According to National Family Health Survey 4 (2015-16) anaemia continues tobe a prime health concern across India with ~53% of the women being anaemic. Inorder to address Iron Deficiency Anaemia (IDA) your Company has developed a tasty andaffordable Iron & Folic Acid fortified biscuit delivering 50-75% RDA of thesenutrients to the women.

Your Company aims to recycle and reduce usage of plastic in its portfolio. The R&DTeam has been continuously working to develop laminates with better functional propertyand reduced usage of plastic.

Your Company has successfully completed pilot Extended Producers' Responsibility (EPR)initiatives in

Delhi NCR and Maharashtra for multilayer packaging waste collection and energy recoveryin association with IPCA (Indian Pollution Control Association) and NEPRA (Neha Pranali).

You will be glad to know that your Company's

R&D Chemical Biological and Mechanical testing laboratories are accredited by the"National Accreditation Board for Testing and Calibration

Laboratories (NABL)" in accordance with ISO/IEC

17025:2005.

f. Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo

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

g. Brands

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

A brand new Britannia reaffirming ‘‘Excitement and Goodness''

As part of its centenary celebrations Britannia unveiled a brand new logo after 20years. The logo exemplifies ‘Excitement and Goodness' and showcases Britannia'sdetermination to be at the forefront of various categories of food consumed by diversedemographics both in India and globally. The emphasis on Excitement and Goodness twoattributes closely identified with Britannia in consumer research findings and stronglyassociated with and forming part of the core reasons behind the consumption of food marksa refreshing new phase for the Britannia brand. The logo also reflects Britannia's abilityto thrive in the age of the newness seeking millennial consumers.

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

Defining brands & creating a cohesive portfolio

Your Company undertook a groundup exercise to sharpen and tighten the ‘brandlighthouse' for each of its brands with the objective of owning a well-defined purpose inthe consumers' lives that would enable meaningful conversations beyond mere productfunctionality.

Some of the significant purposes crafted for our power brands were ‘Good Day'which inspired moments of everyday optimism; ‘Bourbon' which emphasized realfriendship moments amongst youth; Treat was about inspiring tweens to have"fun-in-the-middle" of the mundane; Nutrichoice made people believe that thechoices they make make them the people they are; Marie Gold's purpose is to fuel therealization that in every home maker there is an athlete and 50-50 has encouraged homemakers to break away from the shackles of sweetness.

In the process your Company's ability to address different consumers through differentflagship brands has been strengthened thereby enabling the mother brand Britannia to comealive across the entire spectrum of consumers.

Creating large scale experiential activations centred on brand purpose

In the Centenary year Britannia's 2nd largest brand Marie Gold launched afirst ever nationwide initiative to fund Women's Entrepreneurship. The Britannia

Marie Gold My Start Up initiative was undertaken to address some of the barriers facedby women and nudge homemakers across the country to take the first step towards theirentrepreneurial journey. The advocacy campaign run in the 4th quarter rewardedten homemakers with ? 10 lakhs to start their businesses. The brand further commissioned afirst-of-its-kind Survey - the Britannia Marie Gold Indian

Women Entrepreneurship Report 2018 a customized study conducted by Nielsen forBritannia among 1270 women across 8 cities. The report revealed the biggest barriers thathold homemakers back from pursuing their dreams of starting their own ventures andreceived wide coverage across national media.

Thanking India's consumers the "Sau Saal Jiye" campaign to commemorate 100years

100 years is a glorious milestone one that Britannia has reached because of the trustlove and blessings of its consumers. The campaign was Britannia's ‘Thank

You' to India derived from an idiom which is a part of every Indian language theinstinctive reaction of

- ‘Tu Sau Saal Jiyega' (You are going to live to a 100 years!) whensomeone/something thought of arrives. The TV Campaign was about how Britannia has turned100 only because it has always been there for its consumers whenever needed most. It wasone of the biggest campaigns undertaken by your Company spread across TV Print Outdoorand Digital and touching a large part of the country's population.

Building stronger brands and product portfolios through powerful re-launches - Bourbon50-50 Nicetime Chocolush and Good Day Chunkies

The re-launch of your Company's products have helped strengthen some of the core brandsthrough product organoleptic superiority visual product differentiation and uniqueidentity. The brand propositions of all the power brands were elevated to give the brandsa purpose and personality through these re-launches.

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

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

Encouraged by the success in innovations your Company has in its 100thyear set its sights on reimagining biscuits for the country with never-seen-beforeinnovations and renovations like Treat Burst

Treat Stars Whole Wheat Marie and 50-50 Jeera.

Pioneering category creation through new to market product concepts and formats

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

Oats cookies.

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

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

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

Brands like Good Day and Marie Gold established ‘point of view' and purposivecontent on various digital platforms.

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

Good Day Chunkies premium gourmet cookie partnered with YouTube to launch afirst-of-its-kind

Dessert Carnival. The series curated ‘Do It Yourself' recipe videos from thecountry's top pastry chefs and

YouTube creators like Mini Mathur Amrita Raichand Shipra Khanna Nisha Madhulika andgot an organic reach of 15 million.

In another first-of-its-kind digital initiative your

Company's largest brand Good Day pioneered the launch of India's first digital radiostation for youth called Campus Radio. Created in partnership with Radio Mirchi and Gaanathe radio station is a 24*7 destination for youth to snack on music and be on top of themusic landscape.

Britannia India's Most Trusted Food Brand: In the reputed ‘Most TrustedBrands' survey conducted every year by The Economic Times Brand Equity Britannia won thecoveted position of Most Trusted Food brand in the country. It is most rewarding to havewon back the position in the Centenary year of Britannia a testimony to the immense loveand trust bestowed upon your Company by consumers across diverse age groups anddemographics.

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

The Economic Times Brand Equity ‘Most trusted food brand' 2018

Interbrand Best Indian Brands Award 2019

Pitch Best CMO Awards for Consumer Connect

Best Mini Mobile game activation for Little

Hearts at Mobexx Awards 2018

III. DIRECTORS a. Appointment/Re-Appointment

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

The Board of Directors at their Meeting held on

1 July 2019 on the basis of the recommendation of the Nomination and RemunerationCommittee has proposed the re-appointment of Mr. Ness N Wadia for approval of theshareholders at the ensuing AGM of the Company.

During the year under review the Board of Directors at their meeting held on 7February 2019 appointed Mrs. Tanya Arvind Dubash as an Additional and IndependentDirector of the Company w.e.f. 7 February

2019 subject to approval of the shareholders at the ensuing AGM of the Company.

Pursuant to the provisions of Section 149 and 152 read with Schedule IV of theCompanies Act 2013

Mr. Avijit Deb Mr. Nimesh Kampani Mr. Keki Dadiseth Dr. Ajai Puri and Mrs. RanjanaKumar were appointed as Independent Directors by the shareholders at the Annual GeneralMeeting held on 12 August 2014 for a period of 5 years and their term comes to an end on11 August 2019.

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

Mr. Nimesh Kampani and Mrs. Ranjana Kumar

Independent Directors have expressed their desire to retire from the Board uponcompletion of their current term as Independent Directors.

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

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

The Board placed on record its appreciation for the valuable contribution made by Mr.S.S Kelkar Mr. Nimesh Kampani and Mrs. Ranjana Kumar to the

Company's growth during their tenure as Independent Directors.

b. Directors' Responsibility

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

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed; (ii) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as on 31 March 2019 andof the profit of the Company for the year;

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 andthat such internal financial controls are adequate and are operating effectively;

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

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultant(s) and the reviews made by the Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and operationally effectiveduring FY 2018-19.

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company as part ofits CSR initiatives has undertaken projects/programs in accordance with the

CSR Policy. The details of the CSR activities are given as Annexure ‘B'forming part of this Report.

V. EMPLOYEES

a. Key Managerial Personnel (KMP)

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

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

b. Particulars of Remuneration of Directors KMPs and Employees

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

However as per the provisions of Section 136 of the Companies Act 2013 thereport and financial statements are being sent to the Members and others entitled theretoafter excluding the disclosure on particulars of employees. The disclosure is availablefor inspection by the Members at the Registered Office of your Company during businesshours on all working days of the Company up to the date of the ensuing Annual GeneralMeeting. If any Member is interested in obtaining a copy thereof such Member may write anemail to investorrelations@britindia.com. c. Employee Stock Option Scheme (ESOS)

During the year Britannia Industries Limited Employee Stock Option Scheme was amendedwith the approval of the shareholders at the 99th Annual General Meeting heldon 6 August 2018 to give effect inter alia to the following: ? To increasemaximum number of equity shares from 875000 to 1775000 that would be issued under theBIL ESOS; ? To make provision of financial assistance to employees for subscribingoptions granted under the BIL ESOS at such terms and conditions as may be decided by theNomination and Remuneration Committee and Board from time to time; and ? To revisethe provisions of the BIL ESOS in line with SEBI (Share Based Employee Benefits)Regulations 2014.

Consequent to the sub-division of the face value of equity shares from ? 2 each to ? 1each the Britannia

Industries Limited Employee Stock Option Scheme was further amended to increase maximumnumber of equity shares from 1775000 equity shares of ? 2 each to 3550000 equityshares of ? 1 each through postal ballot and e-voting on 15 October 2018.

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

d. Disclosure on Sexual Harassment of Women at Workplace

The Company has an Internal Complaints Committee for providing a redressal mechanismpertaining to sexual harassment of women employees at workplace.

During the year one complaint was received by the Company under Anti-sexual harassmentPolicy and the same was resolved satisfactorily.

VI. GOVERNANCE/SECRETARIAL

a. Corporate Governance

A Report on Corporate Governance for the financial year ended 31 March 2019 along withthe Statutory Auditor's Certificate on compliance with the provisions of corporategovernance under SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015

(hereinafter referred to as ‘SEBI Listing Regulations 2015') is forming part ofthe Annual Report.

b. Business Responsibility Report

Pursuant to Regulation 34(2)(f) of SEBI Listing

Regulations 2015 read with SEBI Circular No. CIR/ CFD/CMD/10/2015 dated 4 November2015 the ‘Business Responsibility Report' (BRR) of the Company for FY 2018-19 isforming part of the Annual Report.

c. Extract of Annual Return

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

d. Whistle Blower Policy

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

e. Board Evaluation

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

f. Remuneration Policy

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

Report. Britannia Industries Limited Remuneration

Policy for Directors Key Managerial Personnel and other Employees is disclosedon the website of the Company Web Link: http://britannia.co.in/pdfs/Code_of_conduct/policies/Remuneration-Policy-for-Directors-KMPs.pdf

g. Risk Management

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

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

. h. Independent Directors

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the

Companies Act 2013 and SEBI Listing Regulations 2015.

i. Board and Committees

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

j. Related Party Transactions

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

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

k. Public Deposits

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

l. Particulars of Investments Loans and Guarantees

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

m. Significant and Material Orders passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year impacting the going concern status and the operations of theCompany in future. n. Compliance with Secretarial Standards

During the year under review the Company has complied with all the applicableSecretarial Standards

VII. AUDITORS

a. Statutory Auditors

At the 95th Annual General Meeting of the Company held on 12 August 2014M/s. B S R & Co. LLP

Chartered Accountants (Firm Reg. No. 101248W/W-100022) were appointed as theStatutory Auditors of the Company to hold office from the conclusion of the 95thAnnual General Meeting until the conclusion of the 100th Annual GeneralMeeting subject to ratification by the Shareholders.

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

In this regard M/s. B S R & Co. LLP Chartered

Accountants have submitted their written consent that they are eligible and qualifiedto be re-appointed as Statutory Auditors of the Company in terms of Section 139 of theCompanies Act 2013 and also satisfy the criteria provided in Section 141 of the CompaniesAct 2013. b. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyappointed

M/s. Parikh & Associates a firm of Company Secretaries in Practice to undertakethe Secretarial Audit of the

Company for FY 2018-19. The Secretarial Audit Report submitted by them is given as Annexure‘E' to this Report.

c. Reporting of Frauds by Auditors

During the year under review the Statutory Auditors and Secretarial Auditor have notreported any instances of frauds committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013.

VIII. INTERNAL FINANCIAL CONTROLS

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

IX. ACKNOWLEDGEMENTS

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

On behalf of the Board

Nusli N Wadia

Place: Mumbai Chairman

Date: 1 July 2019

(DIN:00015731)

ANNEXURE ‘A' TO THE DIRECTORS' REPORT

[Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014]

A. CONSERVATION OF ENERGY

(a) Energy conservation measures undertaken during FY 2018-19:

Your Company has extended the program of deploying air pre-heaters for energy recoveryin ovens to all own and major third party manufacturing units. Necessary interlocks in airpre-heaters have also been provided to enable their safe and smooth operation. Solarenergy sourcing for Bidadi factory and wind energy for all four factories in Tamil Naduhave enabled your Company to initiate its journey into renewable energy. Your Company isexploring various renewable energy options in other manufacturing units and evaluating owninvestment in solar and wind energy for

Ranjangaon factory. Your Company has invested in technology to enable use of biomass intwo of its factories which would be operational in the coming year.

(b) Additional investments and proposals if any being implemented for reducing energyconsumption:

Your Company has initiated energy audits in its two factories by expert agencies toidentify opportunities for reducing energy consumption in manufacturing units. Yourcompany has conducted study of heat loss in ovens and improved the insulations whereverrequired to avoid heat losses thereby reducing energy wastage. Installation of a newdesign thermic fluid heating system at Ranjangaon will further reduce the energyconsumption.

(c) Impact of measures at (a) and (b) above:

Overall specific heat energy consumption (energy consumed per ton of product) hasreduced by about 11.6%.

Your Company has saved ~ ` 4 Crores in sourcing power from independent powerproducers in FY 2018-19.

B. TECHNOLOGY ABSORPTION

(a) Efforts in brief made towards absorption adaptation and innovation:

During FY 2018-19 your Company has invested in areas of automation technologyupgradation and absorption of new technologies to enter into adjacent categories. YourCompany had undertaken following projects during the year

2018-19:

Primary packaging automation & weighing and batching system at Jhagadiafactory in

Gujarat.

Smart factory concept in IBPL Pondicherry where process automation ismonitored through SCADA.

Thermic fluid design upgradation for ovens in Ranjangaon to improve fuelefficiency and consistency of products.

(b) Benefits derived as a result of the above:

The initiatives mentioned above resulted in achieving improvement in labourproductivity and enhanced process capability thereby ensuring consistent product qualityin spite of large operations spread across country.

(c) Details of imported technology:

Your Company has commissioned the imported

Cake and Croissant line at Ranjangaon

Maharashtra in October and November 2018. An imported Snack line has also beencommissioned at Bidadi Karnataka in January 2019.

C. RESEARCH AND DEVELOPMENT

(a) Core areas of Research by the Company:

Your Company's R&D team has worked towards the Company's goal of becoming a"Global Total Foods Company" with the launch of twenty four (24) exciting newproducts during the year. The delightful and innovative products which have been developedand delivered by the R&D team would enable your Company to be a significant player inthe market place in the years to come.

(b) Benefits delivered as a result of above R&D initiatives:

In addition to the new launches your Company's R&D team also developed productsolutions to address key nutritional deficiencies.

According to National Family Health Survey 4 (2015-16) anaemia continues to be a primehealth concern across India with ~53% of the women being anaemic. In order toaddress Iron Deficiency Anaemia (IDA) your Company's R&D team has developed a tastyand affordable Iron & Folic Acid fortified biscuit which would deliever 50-75% RDA ofthese nutrients for the women population group.

Further Britannia Nutrition Foundation (BNF) in association with Narayana HealthNational Health Mission and Education Department

Rajasthan has initiated an intervention program

‘Suposhan' to address Iron Deficiency Anaemia in school going adolescent childrenin rural

Jaipur Rajasthan.

(c) Expenditure on R&D:

? in Crores

Particulars 31 March 2019
Capital 0.77
Recurring 33.83
Total 34.60
Total R&D expenditure 0.33%
as a % of turnover

(d) Future plan of action:

Your Company aims to reduce and recycle usage of plastic used in its portfolio. TheR&D Team has been continuously working to develop laminates with better functionalproperty and reduced usage of plastic per kg of the product.

Your Company has successfully completed pilot Extended Producers' Responsibility (EPR)initiatives in Delhi NCR and Maharashtra for multilayer packaging waste collection andenergy recovery in association with IPCA (Indian Pollution Control Association) and NEPRA(Neha Pranali).

D. FOREIGN EXCHANGE EARNINGS AND OUTGO FOR FY 2018-19:

? in Crores
Particulars Amount
Foreign exchange used 194.80
Foreign exchange earned 319.10

On behalf of the Board

Place: Mumbai Nusli N Wadia Date: 1 July 2019 Chairman (DIN:00015731)

CORPORATE SOCIAL RESPONSIBILITY (CSR) REPORT

1. A brief outline of the Company's CSR Policy including overview of Projectsor Programs proposed to be undertaken and a reference to the weblink to the CSR Policy andProjects or Programs:

For your Company CSR means Corporate Sustainable Responsibility and this has beenembedded into its business model. Your Company understands social and environmentalconcerns affecting the community.

In its continuous efforts to ‘Make a Difference' to the community your Companyfocused on improving health of women and children through its various programs andactivities.

During FY 2018-19 your Company has taken up various activities to promote healthgrowth and development of children and has also contributed towards restoration ofhospitals for children and women as part of its CSR Programs.

The CSR Policy of the Company is disclosed on the website of the Company.

Weblink:http://britannia.co.in/pdfs/Code_of_conduct/policies/Corporate-Social-Responsibility-Policy.pdf

2. Composition of the CSR Committee: CSR Committee comprises of thefollowing Directors:

I. Mr. Ness N Wadia Chairman

II. Mr. Keki Dadiseth Member

III. Dr. Ajai Puri Member

IV. Dr. Y.S.P. Thorat Member (appointed w.e.f. 7 February 2019)

3. Average net profit of the Company for last three financial years: ? 1236.50 Crores

4. Prescribed CSR Expenditure (two percent of the amount as in item 3 above): ? 24.73Crores

5. Details of CSR spent during the financial year: a. Total amount to be spent for thefinancial year: ? 24.73 Crores b. Amount unspent if any : Nil c. Manner in which theamount spent during the financial year is detailed below:

? in Crores

CSR Project or activity identified

Sector in which the Project is covered

Projects or Programs (1) Local area or other (2) State or district where Projects or Programs were undertaken

Amount outlay (budget) Projects or Program wise

Amount spent on the Projects or Programs (1) Direct expenses (2) Over- heads

Cumulative expenditure upto the reporting period

Amount spent: Direct or through implementing agency

1 Promoting Preventive
Health Care at Nowrosjee Wadia Maternity Hospital (NWMH) Refer the para given herein below Maharashtra ? 17.72 Direct
2 Bai Jerbai Wadia Hospital for Children (BJWHC) ` 4.01
(2) State or district where Projects or Programs were undertaken Program wise expenses (2) Over- heads
3 Children Malnutrition Projects through Sir Ness Wadia Foundation (SNWF) Maharashtra Jharkhand and Madhya Pradesh ? 1.00
4 Promoting Healthcare Growth and Development of Children through Britannia Nutrition Refer the para given herein below Tamil Nadu Gujarat Madhya Pradesh Direct
Foundation (BNF) Odisha Bihar Uttarakhand Rajasthan and Karnataka ? 2.00

Sir Ness Wadia Foundation

Sir Ness Wadia Foundation (SNWF) a registered non-profit organization was establishedin 1969 to work for the empowerment of the underprivileged sections of our society. Itaims to fulfil their basic needs of health education and livelihood and strives to createempowered self-sustainable communities.

Inspired by the life and work of the renowned industrialist and philanthropist Sir NessWadia SNWF is one of India's oldest philanthropic institutions and has played apioneering role over the years in bringing about a positive change in the society.

The Foundation provides hope empowerment and an improved quality of life to lessfortunate individuals. Through a long journey from its inception SNWF has evolved into anorganization of exceptional repute providing incomparable services in the fields ofeducation health care community development and relief & rehabilitation.

To address malnutrition in the country SNWF is supporting and monitoring severalongoing projects in Maharashtra Jharkhand and Madhya Pradesh.

Upgradation of Nowrosjee Wadia Maternity Hospital (NWMH)

Nowrosjee Wadia Maternity Hospital was established in the year 1926 in Mumbai toprovide affordable comprehensive healthcare and super speciality services for women. Thehospital specialises in offering affordable obstetric and gynaecological services to womenacross all sections of society. It also acts as a tertiary level referral centre as wellas helps rehabilitate these women and their families by showing them methods of improvingthe health and sanitation around their environment and thus ensuring a healthy life fortheir whole family.

A 305 bedded hospital which treats over 100000 outpatients and 10000 inpatientsannually. NWMH is recognized for its tertiary care involving complicated pregnancies andstate-of-the-art IVF ART Center the first in India to achieve

QAI accreditation for IVF services and the Human Milk Bank catering to newborns andinfants. In addition as a teaching hospital it also has a constant influx of aspiringdoctors who get trained under some of the best specialists in the country. Therefurbishment and upgradation of the hospital would be carried out over the period 20172020.

The upgraded hospital will have 7 operation theatres dedicated labour wards andoncology units along with additional scope of services and increased specialities toprovide comprehensive care to women under one roof.

In order to meet the continuous demand of patients and need for upgradation of servicesand technology at Nowrosjee

Wadia Maternity Hospital your Company has contributed towards establishment of cardiacand orthopaedic services for women.

Continuous Improved Service Delivery at Bai Jerbai Wadia Hospital for Children (BJWHC)

Bai Jerbai Wadia Hospital for Children and Research Centre (BJWHC) established in 1928strongly focusses on providing preventive healthcare to women & children in ruralsemi-urban and urban communities. Today BJWHC is the leading paediatric teaching institutewith one of the largest Neonatal Intensive Care Unit (NICU) in the world with

155 beds. The hospital can accommodate around 525 patients equipped with more than 30sub-specialties providing comprehensive care to children under one roof. BJWHC has wellestablished centres of excellence in Paediatric Cardiology Neurology NephrologyOrthopaedics Haematoncology to name a few.

In partnership with UNICEF BJWHC is also addressing child survival and developmentthrough its state-of-the-art advanced Nutrition Rehabilitation Centre for children.

BJWHC sees an inflow of over 150000 patients on an outpatient basis and more than15000 children on an inpatient basis. The hospital has performed over 900 cardiacsurgeries since the department was established in February 2017. BJWHC also reached out tothe community by conducting outreach medical camps to benefit the tribal population inPalghar district. The hospital has identified and treated over 4000 SAM and MAM childrenin the last couple of years. Similarly 2448 pregnant women were medically examined forcomplications. Total of 561 patients were referred to the hospital for further treatment.

To continue to provide excellent medical services to children there is a constant needfor upgradation of services and technology at BJWHC. The current need is for upgrading ofENT and Ophthalmology services to provide state-of-the-art comprehensive health careservices which are affordable and convenient for children from lower socio-economicsection of the society.

Similarly upgraded IT infrastructure is required to empower doctors to access statusand ongoing treatment of all patients. Improved IT infrastructure will help reduce turnaround time of treatment and help doctors to view historical reports of patients. New ITinfrastructure will empower doctors and nursing staff with mobility access to electronicmedical records and better patient management.

It is expected that proposed projects will increase accessibility and affordability ofbasic and specialized medical services among vulnerable children across India.

Bai Jerbai Wadia Hospital for Children and Research Centre has received multipleNational and International awards and recognitions such as International Quality Award forExcellence in Child Health Care Services; Outstanding

Achievement Award in HealthCare Social Cause and the Best use of Six Sigma inHealthcare to name a few.

Britannia Nutrition Foundation (BNF)

Britannia Nutrition Foundation (BNF) was set up in 2009 to help secure every Child'sRight to Nutrition and Growth by implementing sustainable and replicable programspursuing product innovation and research addressing core and allied causes formalnutrition and assuming responsibility for the nourishment and vitality of thecommunity.

The key initiatives of the BNF for FY 2018-19 were as follows:

Community Development and Nutrition Programs

Britannia Nutrition Foundation works closely with communities around its factoriesacross the country. Community development and nutrition programs were undertaken in 9factories across 6 states - Tamil Nadu Gujarat Madhya Pradesh Odisha Bihar andUttarakhand reaching out to 18432 children adolescents & women in 284 anganwadicentres 29 government schools in 11 districts.

Public Private Partnerships to address child and adolescent malnutrition

The Foundation is also working together with governments to build large scaleimplementation models focused on adolescent nutrition. In Rajasthan Britannia NutritionFoundation is implementing a programme in partnership with NHCT supported by the NationalHealth Mission Government of Rajasthan. The programme aims to address iron deficiency inadolescents through multiple interventions such as nutrition & hygiene education ironfortification and additional sources of iron supplementation. This programme is beingimplemented in

49 government schools in 2 blocks of Jaipur covering ~13000 adolescents.

Partnership with ICDS

The Foundation also works closely with the Women & Child Development and Health& Family Welfare department of Uttara Kannada district Karnataka. The interventionscovers 2687 anganwadi centres and reaching out to 38500 children in the age group of 3to 6 years.

Building self- sustaining models of health and nutrition management

‘Nutritional well-being of children' - The nutrition well-being of Kanya (girls)and Batuks (boys) project is being implemented in partnership with Sivananda AshramRikhiapeeth.

Rikhiapeeth is situated in a remote and rural village of Rikhia panchayat in DeogharDistrict. Through this project

Britannia Nutrition Foundation in collaboration with Sir Ness Wadia Foundationsupported by Wadia Hospitals seeks to address malnutrition amongst children andadolescents. The project will cover 23 villages and 1200 children adolescents and women.

‘Kuposhan se Suposhan ki ore' - The project is being implemented in 23 tribalvillages in partnership with IDWYC a non-profit organization. The project aims to promotegood infant and young child feeding practices and improve health hygiene nutritionawareness among adolescents pregnant and lactating women. The project is covering over

2600 children adolescents and women in 23 tribal villages in Chhindwara districtMadhya Pradesh.

Product innovation to address malnutrition

Britannia has developed ready to eat biscuits which are specially fortified with ironto address iron deficiency anaemia. Each biscuit provides a percentage of recommendeddietary allowance (RDA) to supplement the nutritional requirements.

There are 2 variants of this product:

For children- each biscuit provides 2mg of elemental iron

For adolescents/women-each biscuit provides 5mg of elemental iron

6. The CSR committee confirms that the implementation and monitoring of CSRPolicy is in compliance with CSR objectives and Policy of the Company.

Sd/- Sd/-
Varun Berry Ness N Wadia
Managing Director Chairman of the Committee
DIN:05208062 DIN:00036049
Place: Mumbai
Date : 1 July 2019