Britannia Industries Ltd

Dear Members,

Your Board of Directors are pleased to present the 106th 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').

a. Standalone Financial Highlights

(Rs. in Crores)

*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

(Rs. in Crores)

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 106th 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 P.M. 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.

c. 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 Rs. 17,295.92 Crores in FY 2024-25 as compared to Rs. 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 Rs. 2,130.72 Crores for FY 2024-25 as compared to Rs. 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 Rs. 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 106th 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 Rs. 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.

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.

Awards and Recognitions

Demonstrating its commitment to excellence in safety, your Company participated in various competitions organized by Confederation of Indian Industry (‘CII') viz., National Kaizen, National Poka-Yoke, Quality Circle, National Technology and Data Analytics Utilization Competitions and won 21 prestigious awards in FY 2024-25. Britannia also won 5 Awards from Quality Circle Forum of India, reflecting its strong culture of continuous improvement and high-performance standards.

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.

Awards and Recognitions

Your Company continues to uphold the highest standards of Occupational Health & Safety and is ISO 14001 and ISO 45001 Certified. In FY 2024-25, Britannia was recognised with multiple prestigious awards for its exemplary EHS practices. The Jhagadia factory received the ‘World Safety Organization Award' for best EHS practices and the Ranjangaon factory was honoured with the ‘SafeTech Award' under the category of ‘AI Integration for Enhanced Safety'. Furthermore, 8 of your Company's manufacturing units were recognised with the ‘CII EHS Excellence Awards'.

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.

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 4th consecutive year and has collected and responsibly disposed off ~47,000 metric tonnes of Plastic during the year.

Awards and Recognitions

The Company's continued focus on sustainable and consumer-centric packaging was acknowledged by multiple National and International Packaging Excellence Awards, including:

• Six India Star Awards under the category of National Award for Excellence in Food Packaging by the Indian Institute of Packaging;

• One Asia Star Award in the category of Asia Award for Excellence in Food Packaging by the Asian Packaging Federation; and

• Three World Star Awards in the category of World Award for Excellence in Food Packaging by the World Packaging Organisation.

StrengtheningR&DthroughStrategicCollaborations:

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 researchinstitutionsthroughour"IngeniousProgram", 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.

Awards and Recognitions

The R&D Centre of your Company has achieved NABL (National Accreditation Board for Testing and Calibration Laboratories) accreditation for the 5th consecutive year and is also recognized by the Department of Scientific and Industrial Research (DSIR), reflecting its continued commitment to scientific advancement and innovation excellence.

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.

ProductLifecycleManagement:AIisalsobeingused 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 ofESGfocusareasperiodicallytoalignwiththeevolving 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 based fire

CO2

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 inclusionof3newfactoriesatTirunelveli,Barabankiand 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 4th 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 strengtheningemployeecapabilitiesthroughstructured 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.

Awards and Recognitions

During FY 2024-25, your Company earned a CDP rating of ‘B' for both Climate Change and Water Security and a score of 52 under S&P Global Corporate Sustainability Assessment (‘CSA'), demonstrating its progress in key sustainability areas.

Britannia's efforts to implement best ESG practices was recognised through several ESG accolades including: The ‘Golden Peacock Award for Sustainability' in the FMCG sector at the National level in 2024; ‘Best3SustainabilityInitiativesoftheYear-2024' at the Global CSR & ESG Awards by Brand Honchos;

‘Champions of CSR' at the Times Now ESG Impact Summit, 2024; ‘Best Company to Work for the Year - 2024' at the Global CSR & ESG Awards by Brand Honchos;

Silver for its Project ‘Sustainability Journey leading with Responsibility' by SKOCH ESG Award, 2024; Silver for ‘Water Stewardship Programme' by SKOCH ESG Award, 2025; Britannia Nutrition Foundation, recognized at the Glenmark Nutrition Awards - 2025 for its contributions to Child Health and Well-being by Glenmark Foundation.

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 cr?me 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 ~ Rs. 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:

OnWorldHealthDay,Britanniadeepeneditscommitment 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 Live 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.

Awards and Recognitions

Britannia's performance in innovation, creativity and marketing excellence was recognised across prestigious platforms: Britannia was honored as one of the ‘Most Valuable Indian Brands 2024' in the FMCG category by Kantar BrandZ, highlighting its unparalleled value and influence. Its exceptional campaigns and strategies were further celebrated at the ET Shark Awards where Britannia won_ ‘Brand of the Year'_ and_ ‘Marketer of the Year'_ alongside a total of 17 accolades.

The impactful "Britannia Good Day_ Cleft Cookie"_ initiative garnered widespread acclaim, securing 4 Golds at the prestigious ABBY (Advertising Club Bombay) Awards for its innovative and heartfelt messaging. Britannia Marie Gold's_"MyStartup Season 4" campaign achieved global recognition, earning a spot as the 31st best campaign worldwide in the WARC (World Advertising Research Center) Rankings. It also won Gold at the APAC (Asia-Pacific) Awards for Festival of Media, further underscoring its success in empowering Women Entrepreneurs.

Britannia's ‘Pure Magic Chocolush' stood out as a creative powerhouse, winning Gold at the APAC Effie Awards for its compelling_

"Can A Cookie Teach You How To Live"_ campaign. The campaign's blend of innovation and emotional resonance positioned it as a standout in the competitive APAC region.

Britannia's "50 50_ 4th Umpire"_ campaign demonstrated its ability to engage audiences creatively, earning a Bronze at the APAC Smarties for its innovative use of digital media and consumer interaction. Britannia's marketing prowess earned it the coveted_‘Marketing Team of the Year'_award at the Indian Marketing Awards.

These accolades reflect Britannia's relentless commitment to excellence, innovation and impactful storytelling in the FMCG sector.

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. Lalbhai (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 1 July 2029 (both days inclusive).

The aforesaid appointments were subsequently approved by the Members at the 105th 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. 11 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 105th 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 106th 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 P.M. 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,coveringalltheemployees(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.

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 T?V S?D 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.

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 101st 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 101st AGM till the conclusion of 106th 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 106th 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 106th AGM till the conclusion of 111th 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 106th 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 106th AGM till the conclusion of 111th 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 106th AGM of the Company.

c. 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 Rs. 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 106th 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.