Director Report

BOARD?S REPORT

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

I. FINANCIAL PERFORMANCE

a. Standalone Financial Results

(Rs in Crores)

*excluding special payout of? 999.60 Crores,

b. Consolidated Financial Results

(Rs in Crores)

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

c. Overview of Company Performance

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

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

• Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra.

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

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

• Increased its global presence through local manufacturing operations in Kenya.

• Launched new-to-market innovations.

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

d. Subsidiaries, Associates and Joint Ventures

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

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

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

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

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

e. Dividend

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

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

f. Transfer to Reserves

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

g. Share Capital

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

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

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

i. Management Discussion and Analysis

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

j. Material changes and commitments affecting the Company

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

II. OPERATIONAL PERFORMANCE

a. The Britannia Promise

The evolution of the Britannia Promise from delivering ‘Exciting Goodness? to providing Goodness which is exciting, sustainable and holistic reflects significant changes in the Company and its products over the course of a glorious century of existence.

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

b. Supply Chain Operations

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

During the year under review, your Company successfully:

• Commissioned Dairy Plant at Ranjangaon Food Park, Maharashtra;

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

• Expanded Khurda and Ranjangaon factories with biscuit and rusk lines.

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

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

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

EHS Policy of your Company encourages ‘Zero Accident Culture? and extends to all employees.

Your Company has been acknowledged for upholding the highest levels of Occupational Health and Safety Standards. During the year, your Company received the ‘Golden Peacock Award? in the FMCG category for its Guwahati factory, CII EHS Excellence Award for its factories in Guwahati, Kolkata, Hajipur, Perundurai, Bidadi, Mundra and OHSSAI Foundation?s Gold Award for the Britchip Manufacturing Unit in Ranjangaon, Maharashtra.

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

d. Quality Programs

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

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

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

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

Consumer Care Management: Your Company?s

‘Consumer Care Cell? has received a new ISO 10002:2018 certification and is in compliance with the ‘Global Standards on Quality Management for Complaints Handling in Organizations.?

e. Research and Development (R&D)

Your Company leveraged its R&D capabilities to launch 24 innovative products during the year. In its endeavour to expand the health and wellness portfolio, your Company launched Nutrichoice Seeds, Herbs & Protein Cookies and also transformed Nutrichoice Essentials and Digestive with 100% Atta.

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

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

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

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

Your Company continued to be ‘Plastic Neutral? and with the help of its partners, collected and disposed -43,000 tonnes of plastic during the year.

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

f. Environment, Social and Corporate Governance Reporting

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

Resources:

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

During FY 2022-23, your Company achieved -34% share of renewable energy sourced from wind and solar power in the total electricity consumption, which is increased by -4% as compared to the previous year. Your Company also reduced GE1G emissions intensity (scope l+scope2) by -0.518% as compared to FY 2021-22.

During FY 2022-23, your Company reported corporate value chain (scope 3) emissions for the five categories. The scope 3 GF1G emissions intensity accounted as 12.1031 tCO^e/ton of the finished product.

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

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

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

People:

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

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

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

Growth:

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

Governance:

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

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

i) Product safety & quality

ii) Business ethics & culture

iii) Leadership development

iv) Ethical labelling, marketing & influence

v) Strategy & disclosure

vi) Data security & privacy

g. Brands

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

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

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

Leveraging and riding the health wave amid growing consumer consciousness:

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

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

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

Fortifying core brands with advertising campaigns:

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

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

With its fun-filled #BourbonFriendsForever (BFF) campaigns, Britannia Bourbon has been an essential part of India?s youth and their stories of friendship. The brand believes in offering its consumers a leading digital experience and this campaign smartly utilized connected packaging and engaged consumers with an exciting gaming experience as well. The #BourbonFootballFriends was a fun mix of ‘phygitaT experiences ranging from playing an AR football game to competing in an e-sports competition or winning a gaming console and actually enjoying a football match together in Qatar. Britannia Bourbon aims to create moments of joy and brings best friends together and who better to propagate that, than buddies like Flardik Pandya and Shreyas Iyer.

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

Your Company?s Winkin? Cow brand unveiled a new television campaign with the tagline ‘An adventure for your senses? highlighting the multisensory experience offered by the range.

Market leadership through multiple innovations:

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

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

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

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

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

Your Company?s Winkin? Cow brand recently released a new TVC for its Thick Shakes products. The TVC emphasizes the range?s multisensory adventure, describing it as a ‘party in a bottle? for your senses. Taking the essence of the previous TVC?s fun party with the cows, this him targets the party-loving Gen-Z audience and thus includes a groovy dance routine to appeal to them. In addition, the commercial highlights Thick Shakes? new PET bottle avatar as well as its mascot, who embodies the brand?s fun and adventurous spirit.

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

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

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

III. DIRECTORS

a. Appointment of Director

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

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

b. Re-Appointment of Directors

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

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

Ms. Tanya Dubash (DIN: 00026028) was

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

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

c. Director Retiring by Rotation

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

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

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

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

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

d. Directors? Responsibility Statement

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

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

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

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

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

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

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

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

IV. CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

V. EMPLOYEES

a. Particulars of Remuneration of Directors, KMPs and Employees

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

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

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

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

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

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

VI. GOVERNANCE

a. Corporate Governance

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

b. Business Responsibility and Sustainability Report

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

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

c. Annual Return

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

d. Whistle Blower Policy

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

e. Board Evaluation

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

f. Remuneration Policy

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

g. Risk Management

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

Your Company?s Board of Directors has constituted a Risk Management Committee to monitor and review risk management process. The details of the Risk Management Committee are given in Clause No. 3(g) of the Corporate Governance Report.

h. Declaration by Independent Directors

Your Company has received the Declaration of Independence from all the Independent Directors stating that they meet the independence criteria as prescribed under Section 149(6) of the Companies Act, 2013, Rule 6 of The Companies (Appointment and Qualification of Director) Rules, 2014 and Regulation 16(l)(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 Companies Act, 2013.

i. Meetings of the Board of Directors and its Committees

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

j. Related Party Transactions

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

During the year under review, your Company did not enter into any contracts / arrangements / transactions with related parties requiring approval under Section 188(1) of the Companies Act, 2013 read with The Companies (Meeting of Board and its Powers) Rules, 2014. All the related party transactions were in the ordinary course of business and at 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 Companies Act, 2013 is not applicable to the Company.

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

k. Public Deposits

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

l. Particulars of Investments, Loans and Guarantees

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

m. Significant and Material Orders passed by the Regulators

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

n. Compliance with Secretarial Standards

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

VII. AUDITORS

a. Statutory Auditors

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

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

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

b. Cost Auditors

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

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

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

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

c. Internal Auditors

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

d. Secretarial Audit

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

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

e. Reporting of Frauds by Auditors

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

VIII. INTERNAL FINANCIAL CONTROLS

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

IX. ACKNOWLEDGEMENTS

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