Annual Report For FY 2021-22 of Britannia Industries Limited

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Corporate Overview | Statutory Reports | Financial Statements
BOARD’S REPORT
Your Directors are pleased to present their Report and The inflationary pressures resulted in reduced consumer
the Audited Financial Statements for the year ended demand, especially in rural markets, as well as an
31 March 2022. increased preference for products at lower price points.
I. FINANCIAL PERFORMANCE Your Company is weathering these unprecedented
a. Standalone Financial Results challenges by focusing on the strategic pillars of cost
` in Crores efficiency programs, innovation, brand building and
Particulars Year ended Year ended distribution in order to sustain growth and profitability.
31 March 2022 31 March 2021 Judicious price increases were also actioned to mitigate
Revenue from Operations 13,371.62 12,378.83 the effects of rising commodity prices.
Profit Before Tax 2,145.12 2,379.44 d. IT Revolution
Profit After Tax 1,603.19 1,760.03
Interim Dividend - 3,491.41 The transformational digital projects viz., S4 HANA,
Bonus Debentures 999.60 - Arteria and Ariba were fully stabilized during the year
(including cash to support the entire business. This has helped your
component) Company to achieve efficiencies across the supply
Proposed Dividend 1,360.91 - chain system, thereby enabling growth.
e. Subsidiaries and Associates
b. Consolidated Financial Results
` in Crores A report on the financial performance of each of
Particulars Year ended Year ended % the Subsidiaries and Associates included in the
31 March 31 March Growth Consolidated Financial Statements is provided in
2022 2021 Form AOC-1 and forms part of the Annual Report.
Revenue from 14,136.26 13,136.14 7.61% The financial statements of the subsidiaries which are
Operations audited are available on the website of the Company
Profit After Tax 1,524.82 1,863.90 (18.19%) www.britannia.co.in.
(owner’s share)
f. Dividend
Standalone and Consolidated Financial Statements
prepared in accordance with Section 133 of the Pursuant to the Dividend Distribution Policy of the
Companies Act, 2013 read with the rules made Company, your Directors are pleased to recommend
thereunder and Indian Accounting Standards (Ind AS) final dividend of 5650% i.e. ` 56.50 per equity share
along with the Auditor’s Report, form part of the of face value of ` 1 each for financial year 2021-22
Annual Report. for consideration and approval of the Members at the
ensuing Annual General Meeting of the Company. The
c. Overview of Company Performance
total dividend payout amounts to ` 1,360.91 Crores.
The year began with the second wave of the Covid-19
g. Reserves
pandemic which affected economic activities. Supply
side imbalances, especially in crude and edible oils, Your Company does not propose to transfer any
resulted in unprecedented inflation. This had the amount to the reserves for financial year 2021-22.
effect of increasing input and transportation costs and
lowering consumer demand. h. Share Capital
Economic recovery was further impacted by the third During the year under review, there is no change in the
wave of the Covid-19 pandemic and the Russian paid-up share capital of the Company.
Invasion of Ukraine in the latter half of the year. i. Material changes affecting the Company
Geopolitical turbulence arising from the war in Ukraine
and restraints on trade have resulted in economic There have been no material changes and commitments
volatility. This has rendered companies and economies affecting the financial position of the Company
more vulnerable to commodity price disruptions. between the end of the financial year and date of this
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Britannia Industries Limited Annual Report 2021-22
report. There has been no change in the nature of Your Company manages Occupational Health and
business of the Company. Safety by systematically assessing the hazards and
mitigating risks through various engineering controls,
II. OPERATIONAL PERFORMANCE safety programs and training for employees. All sites
a. The Britannia Promise to deliver ‘Exciting Goodness’ have been certified with ISO: 45001 Occupational
Your Company’s commitment to deliver ‘Exciting Health and Safety Management Systems.
and Responsible Goodness’ led to a reimagining of Some of the units have won prestigious awards in the
the Britannia Promise with Sustainability at its core. Environment Health and Safety domain. While Bidadi
Our goal is to maximize growth which is healthy, unit won ‘Golden Peacock Occupational Health and
holistic and sustainable for the Company, its consumers, Safety Award’, JB Mangharam unit won ‘FICCI award
communities and the environment. Consumers can be for Health & Safety’ and Perundurai, Sunrise Biscuit
assured of excitement in each Britannia Product and Company Private Limited and International Bakery
experience the delight of contributing towards the Products Limited-2 units won ‘CII EHS Excellence’
award.
betterment of the planet.
Your Company continues to enhance its safety policies
b. Supply Chain Operations and ensured Covid-19 awareness programs, health
Your Company ensured uninterrupted supply of screening, social distancing, workplace disinfection,
food products to consumers throughout the year, sanitization of vehicles, medical insurance for workers
inspite of multiple waves of the Covid-19 pandemic. and employees and constant monitoring of Covid-19
Your Company’s business continuity plan and affected employees and their primary contacts.
robust supply chain management processes enabled Water stewardship is emphasized strongly at
continuous availability of material, manpower and your Company and various programs have been
manufacturing capacity to supply products from all implemented at multiple locations to reduce water
the factories. This was done without compromising on consumption, reuse/recycle water and recharge ground
quality of products and safety of employees across the water in order to achieve water neutrality. As a result
value chain. of these programs, your Company has achieved the
specific water consumption of 0.82 litres/kg of product
Your Company was awarded the Covid-19 – Hero of which is 16% lower than previous year and an overall
the Year – Logistics in FMCG by Alden Global Value of 35% reduction from baseline target of 2019.
Advisors Pvt. Ltd, for exemplary performance during d. Quality Programs
Covid times. Your Company was chosen from a list of
450 companies by a jury including Council of Supply Your Company has been relentlessly focusing on
product quality and safety for more than 100 years
Chain Professionals, USA and Singapore Institute of
to deliver best-in-class products to its consumers.
Materials & Management.
Your Company has a well-defined system to ensure
During the year under review, your Company compliance with regulatory requirements and ensures
successfully commissioned 2 Wafer lines at its a clear assessment of quality and safety aspects at each
Perundurai Factory. stage of the product life cycle.
c. Environment, Health and Safety Your Company participates in several industry led
thought leadership programs and represents on various
With an objective to achieve “Zero Accident Goal”, regulatory forums to promote consumer’s health and
your Company continues to implement various safety.
safety initiatives and programs across its units. Value Chain Partners: Your Company’s value chain
Your Company has achieved the target of 10% partners are mandated to undertake certifications
reduction in Total Recordable Accident Frequency Rate related to product quality compliance, ingredient safety
(TRAFR) over the previous year in the manufacturing as well as responsible and ethical sourcing. Ingredients
units through site-based initiatives such as critical are procured only from those partners who have
behaviours awareness program, self-assessments and successfully completed the mandatory certifications
upkeep of machines and infrastructure. and screening metrics.
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Raw Materials: Your Company has a robust quality healthcare category. R&D has further strengthened
inspection system in place to ensure that best quality its capabilities in inclusion of alternate cereals, whole
raw materials and packaging essentials are procured at grains and millets in the product portfolio, while
its factories. continuing to deliver on taste and excitement.
Suppliers: Your Company performs exhaustive Your Company continued its efforts to ‘Make a
suppliers’ quality audits and maintains strict control to Difference’ to the community, by investing significantly
ensure reliability and traceability. Your Company has in R&D to address key nutritional deficiencies.
also implemented Vendor Quality Assurance Program In order to address Iron Deficiency Anaemia (IDA),
(VQAP) across the supply chain to integrate, monitor your Company’s R&D team developed a tasty and
and control quality at all stages. Your Company reviews affordable Iron & Folic Acid fortified biscuit delivering
key supplier scorecards quarterly and drives quality 50-75% Recommended Dietary Allowance (RDA) of
improvements that provide lasting value to suppliers. these nutrients to the adolescent girls and women.
Manufacturing: All existing manufacturing units You will be happy to know ‘Suphoshan’ nutrition
of your Company are ISO -22000, ‘Hazard Analysis intervention program undertaken by the Britannia
Critical Control Points’ (HACCP) certified and operate Nutrition Foundation, Narayana Health Charitable
in compliance with stringent food safety and quality Trust and National Health Mission in adolescent
standards. school-going children with iron and folic acid fortified
biscuits developed by R&D team led to significant
Your Company resumed the audits conducted by
increase in the haemoglobin levels in adolescents.
American Institute of Baking (AIB) in January 2022
and received certification for 14 of its manufacturing Building on the success of the ‘Suphoshan’ program,
units for compliance to Global Food Safety Standards. your Company has replicated the nutrition intervention
programs in manufacturing locations at Assam,
Consumer Care Management: Your Company’s
Karnataka, Madhya Pradesh, Gujarat, Maharashtra,
“Consumer Care Cell” continues to be compliant to
Uttarakhand and Tamil Nadu and the participation is
the ‘Global Standards on Quality Management for
encouraging. These community nutrition programs
complaints handling in organizations’.
have successfully improved the overall quality of life
e. Research and Development (R&D) of women in and around the manufacturing locations.
Your Company has a state-of-the-art R&D centre and Your Company is continuously working on its goal to
expertise which enables the development of innovative, use 100% recyclable laminate packaging in its portfolio
high quality and consumer centric products. by the end of 2024. You would be delighted to know
Your Company launched Potazos and Golmaal under that your Company has successfully developed fully
‘50-50’ brand, Britannia Biscafe, Marble Cake, Good recyclable polypropylene based laminate and currently
Day Harmony, Milk Bikis Atta, Milk Bikis Classic, 60% of the laminate consumed is recyclable. The new
Jeera Marie Gold (Amma’s Kitchen), Wafer Rolls Stix, laminate composition is certified by premier polymer
Coconut Wafer and mixed fruit Croissant under ‘Treat’ research institute as 100% recyclable. In addition,
brand and Flavored Milk with 2 variants – ‘Kesar’ and your Company is also working towards making bread
‘Badam’ under the ‘Winkin Cow’ brand. packaging materials 100% biodegradable by 2024.
Your Company’s R&D team is consistently working to Your Company has developed options to use special
enhance positives and reduce negatives in its products. enhancers, fillers and recycled polymer, thereby
Your Company has successfully developed ‘Milk Bikis reducing usage of virgin plastic by around 35% in
Atta’ with 100% Atta and 13% reduced sugar and secondary packaging bags. Research and Development
also removed 5% sugar content in Good Day Cashew efforts have helped your Company to reduce 17.5% of
Almond for making portfolio healthier without plastic tray usage during the year.
affecting consumers’ experience.
Your Company redesigned corrugated boxes without
In addition, you will be delighted to learn that R&D altering capacities and reduced the paper usage across
has successfully built capabilities to use nutraceuticals its portfolio. This design change resulted in reducing
for developing functional food products for preventive usage of Kraft paper by ~ 7%.
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Your Company has committed to retrieve plastics Continuing with the focus on sustainable packaging
through Extended Producers’ Responsibility (EPR) which started in F.Y. 2013-14, your Company has
initiatives across India for multilayer and plastic reduced consumption of laminates by 8.3%/kg this
packaging waste collection and energy recovery year and has become plastic neutral. Your Company
in association with Producers Responsibility has also been successful in reducing consumption of
Organisations (PROs). Your Company has achieved ~7,50,000 kgs of virgin plastic in secondary packaging
plastic neutral status as on March 2022. during the year which is more than twice the 3,50,000
kgs target set for the year.
Your Company has been awarded by World
Your Company extended its Sustainability
Sustainability Congress with Global Sustainability
Commitments to the Supply Chain by sourcing 73% of
Leadership Awards 2021 for sustainable packaging
palm oil, 79% of olein and 100% of fats from members
design.
of the Roundtable of Sustainable Palm Oil (RSPO) and
f. Environment, Social and Corporate Governance ensured support for local manufacturers by procuring
Reporting 99% of raw materials other than palm oil from local
sources.
Your Company’s vision of sustainable growth is People
inspired by the trust of its loyal consumers and a desire
to contribute positively to society and environment. Access to nutrition for all has been central to your
Company’s legacy of community focused initiatives.
The inaugural Sustainability Report published last Towards this end, the Malnutrition Reduction
year outlined your Company’s Sustainability Strategy Program run by the Britannia Nutrition Foundation
of Responsible Goodness based on 4 key pillars of aims to improve the nutritional status and address
economic growth, resources (environment), people malnutrition among children, adolescents and women.
(social) and governance. Your Company has made This program has touched the lives of more than
good progress on its agenda of sustainable development 1,15,000 beneficiaries, resulting in the improvement
across the defined program areas. of 47% of the children’s nutritional status from severe
& moderate acute malnutrition to normal and a
Resources corresponding 38% improvement in adolescents’
nutritional status from underweight to normal.
Your Company aims to positively address climate
change by minimizing its environmental footprint. Further, your Company’s Dairy Farmer Connect
Consistent with the goal of reducing the share of fossil Program continued to improve the socio economic
condition of farmers with the number of beneficiaries
fuel-based energy, in F.Y. 2021-22, your Company’s use
increasing from 1,250 in March 2021 to 2,450 during
of renewable energy from wind and solar power has
this financial year. Your Company also provided dairy
increased by more than 10% over the previous year.
farmers with 429 loose housings for cows over this
This augers well for the attainment of your Company’s
period.
target of sourcing 60% of its energy needs from
renewable sources by 2024. The efforts at advancing Occupational Health and
Safety of employees through well-established hazard
Last year, your Company took on an ambitious target identification and assessments as well as stringent
of reducing water consumption by 30% by 2023-24 audits and management of risks have resulted
from the levels consumed in 2019-20. You would in a reduction in Lost Time Injuries (LTIs) and
be delighted to note that with regular monitoring, Medical Treatment Care (MTCs) from 15 and 24 in
arresting of leakages and an increased focus on reusing the financial year 2020-21 to 14 and 22 respectively in
and recycling of water, your Company has managed to the financial year 2021-22.
achieve reduction in water consumption of over 27% Your Company is also well placed to achieve the target
and is poised to achieve the targeted levels ahead of of 50% gender diversity in manufacturing facilities by
time. March 2024.
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Growth NutriChoice Sugar Free Cracker also capitalized

on the pandemic-led trend of in-home snacking
Improvements continued to be made in the Healthy
and explosion of DIY (Do-It-Yourself) recipes using
Product Portfolio comprising of products with
ingredients available in kitchens. This was done by
enhanced whole grains and dietary fibres, and
launching an activation called ‘Snacker Cracker’ aimed
reduced sugar and fat, to address increasing customer
at expanding Cracker consumption occasions beyond
expectations of healthy eating choices.
tea time. Through this campaign, the brand urged
Governance consumers to discover new ways of whipping up quick
and easy snacks throughout the day using the Cracker
Your Company’s established governance mechanisms
and other easily available ingredients.
and strong leadership continue to facilitate and guide
the initiatives towards developing a responsible and The new campaign on Britannia NutriChoice Oats was
sustainable business culture. You would be delighted to based on the insight that despite the benefits of oats
learn that rating of your Company’s ESG performance being known to all, many people feel disenchanted
by internationally recognized rating agencies viz. the with the existing options available to them. The brand
Dow Jones Sustainability Index (DJSI) and Carbon highlighted the various choices that it provides with 3
Disclosure Project (CDP) is also being carried out different flavors, offering consumers a delicious way to
from the F.Y. 2021-22 to facilitate objective assessment have oats.
of the progress towards attainment of sustainability Fortifying core brands with advertising campaigns
goals.
Our largest biscuit brand Britannia Good Day launched
g. Brands a new campaign along with the renovated product
The financial year 2021-22 was the second year design which now carries multiple smiles on the cookies
since the Covid-19 pandemic hit the world and your within every single pack. This category first innovation
Company witnessed another year of change, in both was launched with an ad which communicated “When
environment as well as consumer behaviour. Added we all have such different smiles, then why should
to this uncertainty, the category also came under huge Good Day have only one?”. This was amplified with an
inflationary pressure during the year, forcing your augmented reality print innovation where consumers
Company to take price increases across many of its could scan the newspaper ad to see how they have
large SKUs and brands. But the power of our brands personally inspired the many new smiles of Britannia
and a host of marketing strategies and interventions Good Day.
helped us tide over turbulent times and ensured Britannia Bourbon brought in a cool, new gang of
continued market leadership. friends - Indian cricketers Hardik Pandya, Shreyas
Leveraging and riding the health wave amid growing Iyer and Deepak Chahar – in its latest communication.
consumer consciousness In this campaign, Hardik is seen pulling a heist on his
friends for the last piece of their favourite Britannia
The pandemic and its impact have forced consumers Bourbon.
to put health first in their daily lives. Riding on this
growing consumer consciousness in the second year of Britannia Milk Bikis strengthened its relationship
the pandemic, your Company’s flagship health brand with multiple generations of Tamil Nadu consumers
Britannia NutriChoice carried out several campaigns who have grown up eating their favourite Milk Bikis.
during the year. This was done by way of launching Milk Bikis Classic
with an ad that triggered nostalgia and gave the
Another big change in consumer behavior during the consumers another reason to consume their favourite
pandemic has been the shift of consumers towards Milk Bikis again, with an interesting story of one-
digital platforms for everyday content. With this upmanship between a father and a son.
context, NutriChoice Digestive did a digital campaign
based on a social experiment which corroborated the The brand also spoke to a different set of consumers
brand insight that people unknowingly tend to reach in the Hindi speaking belt of India which largely
out for unhealthy snacking options, and it emphasized consumes Glucose biscuits. Using the popularity and
how making healthier choices, is in our hands. wit of the new brand ambassador Pankaj Tripathi,
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the ad asked moms to upgrade their kids’ biscuit from and Remuneration Committee, has proposed the
a “Sadharan” one to Britannia Milk Bikis Atta which re-appointment of Mr. Ness N Wadia for approval of
provides “Doodh Roti Ki Shakti”. the shareholders at the ensuing AGM of the Company.
The new Britannia Pure Magic Chocolush ad showed a Mr. Keki Elavia (DIN: 00003940) was appointed as
young couple having a sweet moment together, sharing an Independent Director by the shareholders at the
the Chocolush biscuit and its tasty choco filling. 99th Annual General Meeting held on 6 August
The music of the ad gave it a feel that was…
2018 for a period of five (5) consecutive years w.e.f.
‘Pure Magic’.
7 August 2017 upto 6 August 2022. Pursuant to
Market leadership through multiple innovations the provisions of Companies Act, 2013, Articles of
Keeping in mind consumer’s need for exciting new Association of the Company, performance evaluation
products, Britannia brought to market several new and based on the recommendation of the Nomination
innovations such as Good Day Harmony, 50-50 and Remuneration Committee, the Board of Directors
Potazos, NutriChoice Seeds, NutriChoice Herbs, Marie at their Meeting held on 2 May 2022 approved the
Gold Jeera, Britannia Biscafe and 50-50 Golmaal. re-appointment of Mr. Keki Elavia as an Independent
h. Conservation of Energy, Research and Development, Director for second term of two (2) years w.e.f.
Technology Absorption, Foreign Exchange Earnings 7 August 2022 upto 6 August 2024 or the date of
and Outgo 105th Annual General Meeting, whichever is later,
subject to the approval of the Members of the Company
Details of energy conservation, technology by special resolution.
absorption, foreign exchange earnings and outgo in
accordance with the provisions of Section 134(3)(m) The Board is of the opinion that Mr. Ness Wadia and
of the Companies Act, 2013 read with Rule 8 of the Mr. Keki Elavia possess the requisite knowledge, skills,
Companies (Accounts) Rules, 2014 are given as expertise and experience to contribute to the growth
Annexure ‘A’ to this Report. of the Company.
III. DIRECTORS Profile and other information of Mr. Ness Wadia
a. Appointment/Re-Appointment/Cessation and Mr. Keki Elavia as required under Regulation
During the year under review, Dr. Urjit Patel, 36 of SEBI Listing Regulations, 2015 and Secretarial
Non-Executive and Independent Director of the Standard - 2 are given in the Notice of the 103rd AGM of
Company resigned w.e.f. 31 January 2022. He resigned the Company. The above proposals for re-appointment
due to his new full time work assignment and form part of the Notice of the 103rd AGM and the
confirmed that there is no other material reason for his relevant Resolutions are recommended for approval of
resignation. The Board of Directors placed on record the Members of the Company.
their sincere appreciation for valuable contribution
b. Directors’ Responsibility
made by Dr. Urjit Patel during his tenure on the Board.
Mr. N Venkataraman, was appointed as a Pursuant to Section 134(5) of the Companies Act,
Whole-time Director designated as Executive Director 2013, the Board of Directors, to the best of their
and Chief Financial Officer of the Company for period knowledge and ability, confirm that:
of five (5) years w.e.f. 30 July 2021 upto 29 July 2026. (i) In the preparation of the annual accounts, the
In accordance with the provisions of Section 152 of the applicable accounting standards have been
Companies Act, 2013 and the Articles of Association followed;
of the Company, Mr. Ness N Wadia (DIN:00036049),
(ii) They have selected such accounting policies and
Non-Executive Director liable to retire by rotation
applied them consistently and made judgments
at the ensuing Annual General Meeting (AGM), and
and estimates that are reasonable and prudent
being eligible, offers himself for re-appointment.
so as to give a true and fair view of the state of
The Board of Directors at their Meeting held on 2 May affairs of the Company as on 31 March 2022 and
2022 based on the recommendation of Nomination of the profit of the Company for the year;
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(iii) They have taken proper and sufficient care entitled thereto after excluding the disclosure on
for the maintenance of adequate accounting particulars of employees as required under Section
records in accordance with the provisions of 197(12) of the Companies Act, 2013 read with Rule
the Companies Act, 2013 for safeguarding the 5(2) and 5(3) of the Companies (Appointment and
assets of the Company and for preventing and Remuneration of Managerial Personnel) Rules, 2014.
detecting fraud and other irregularities; The disclosure is available for inspection by the
Members at the Registered Office of your Company
(iv) The Annual Accounts are prepared on a going during business hours (9:30 A.M. to 5:30 P.M.) on all
concern basis; working days of the Company up to the date of the
(v) They have laid down internal financial controls ensuing AGM. Any Member interested in obtaining a
to be followed by the Company and that such copy thereof, may write an email to investorrelations@
internal financial controls are adequate and are britindia.com
operating effectively; b. Britannia Industries Limited Phantom Option
(vi) They have devised proper systems to ensure Scheme 2021
compliance with the provisions of all applicable The Board of Directors at their meeting held on 30 July
laws and these systems are adequate and 2021 approved termination of Britannia Industries
operating effectively. Limited Employee Stock Option Scheme (‘Britannia
Based on the framework of internal financial controls ESOS Scheme’) and replacement with Britannia
and compliance systems established and maintained by Industries Limited Phantom Option Scheme 2021
the Company, work performed by the internal, statutory (‘BIL POS 2021’) and the shareholders approved the
and secretarial auditors and external consultant(s) and same at their 102nd Annual General Meeting held on
the reviews made by the Management and the relevant 6 September 2021.
Board Committees including the Audit Committee, c. Employee Stock Option Scheme (ESOS)
the Board is of the opinion that the Company’s internal
financial controls were adequate and operationally Disclosure under Securities and Exchange Board of
effective during the financial year 2021-22. India (Share Based Employee Benefits) Regulations,
2014 read with SEBI Circular No. CIR/CFD/POLICY
IV. CORPORATE SOCIAL RESPONSIBILITY (CSR) CELL/2/2015 dated 16 June 2015 and Section 62(1)(b)
Pursuant to the provisions of Section 135 of the of the Companies Act, 2013 read with Rule 12(9)
Companies Act, 2013 read with the Companies of the Companies (Share Capital and Debentures)
(Corporate Social Responsibility Policy) Rules, 2014, Rules, 2014 is not applicable as the Britannia
your Company has undertaken projects/programs in Industries Limited Employee Stock Option Scheme
accordance with the CSR Policy. The details of the CSR was terminated and replaced by Britannia Industries
projects are given as Annexure ‘B’ to this Report. Limited Phantom Option Scheme 2021 with the
approval of the shareholders.
V. EMPLOYEES
d. Disclosure on Sexual Harassment of Women at
a. Particulars of Remuneration of Directors, KMPs and Workplace
Employees
As per the requirement of the Sexual Harassment of
A statement containing the details of the Remuneration Women at Workplace (Prevention, Prohibition &
of Directors, KMPs and Employees as required under Redressal) Act, 2013 (‘POSH Act’) and Rules made
Section 197(12) of the Companies Act, 2013 read thereunder, your Company have constituted Internal
with Rule 5 of the Companies (Appointment and Complaints Committee for providing a redressal
Remuneration of Managerial Personnel) Rules, 2014 is mechanism pertaining to sexual harassment of women
given as Annexure ‘C’ to this Report. employees at workplace.
However, as per the provisions of Section 136 of During the year under review, 3 complaints were
the Companies Act, 2013, the report and financial received by the Company under Anti-Sexual
statements are being sent to the Members and others Harassment Policy and the same has been resolved.
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VI. GOVERNANCE/SECRETARIAL Board to monitor and review risk management plan.

a. Corporate Governance Risk management process has been established across
your Company and is designed to identify, assess and
A Report on Corporate Governance for the financial frame a response to threats that affect the achievement
year ended 31 March 2022 along with the Statutory of its objectives.
Auditor’s Certificate on compliance with the
provisions of corporate governance under SEBI Listing The details of the Risk Management Committee and
Regulations, 2015 is forming part of the Annual policy are given in Clause No. 3(g) of the Corporate
Report. Governance Report.
b. Business Responsibility Report h. Independent Directors
Pursuant to Regulation 34(2)(f) of SEBI Listing Your Company has received declarations from all the
Regulations, 2015 read with SEBI Circular No. CIR/ Independent Directors confirming that they meet
CFD/CMD/10/2015 dated 4 November 2015, the the criteria of independence as prescribed under the
‘Business Responsibility Report’ (BRR) of the Company Companies Act, 2013 and SEBI Listing Regulations,
for the financial year 2021-22 is forming part of the 2015.
Annual Report.
i. Board and Committees
c. Annual Return
Pursuant to the provisions of Section 134(3)(a) of The details of Board and its Committees, including
the Companies Act, 2013 read with the rules made number of Meetings are given in Clause No. 2 and 3 of
thereunder, the Annual Return of the Company has the Corporate Governance Report.
been disclosed on the website of the Company and
j. Related Party Transactions
web link thereto is: http://britannia.co.in/investors/
annual-report. The framework for dealing with related party
d. Whistle Blower Policy transactions is given in Clause no. 8(a) of the Corporate
Governance Report.
The details of Whistle Blower Policy are given in
Clause No. 8(c) of the Corporate Governance Report. During the year under review, your Company did not
enter into any contracts / arrangements / transactions
e. Board Evaluation with related parties referred in Section 188(1) of
The details of evaluation of Directors, Committees and the Companies Act, 2013 read with the rules made
Board as a whole are given in Clause No. 3(b) of the thereunder. All the related party transactions were
Corporate Governance Report. in the ordinary course of business and on an arm’s
length basis and there were no material related
f. Remuneration Policy party transactions at arm’s length basis or otherwise.
The details of the Company’s Remuneration Policy Therefore, disclosure in Form AOC-2 is not applicable
for Directors, Key Managerial Personnel and other to the Company.
employees are given in Clause No. 3(b) of the
In accordance with Ind AS-24, the Related Party
Corporate Governance Report. The Policy is disclosed
Transactions are disclosed under Note No. 43 of the
on the website of the Company - http://britannia.co.in/
Standalone Financial Statements.
pdfs/Code_of_conduct/policies/Remuneration-Policy-
for-Directors-KMPs.pdf k. Public Deposits
g. Risk Management
During the year under review, your Company has
Your Company has a well-defined risk management neither accepted nor renewed any deposits from public
framework in place and a robust organizational within the meaning of Section 73 of the Companies
structure for managing and reporting risks. Act, 2013 read with Companies (Acceptance of
Your Company has constituted a Committee of the Deposits) Rules, 2014.
31
l. Particulars of Investments, Loans and Guarantees Internal Auditors of the Company for the financial
year 2022-23.
The particulars of Investments, Loans and Guarantees
covered under Section 186 of the Companies Act, 2013 c. Secretarial Audit
read with the rules made thereunder are provided in
Pursuant to the provisions of Section 204 of the
Note No. 37, 38 and 39 of the Standalone Financial
Statements. Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
m. Significant and Material Orders passed by the Personnel) Rules, 2014, your Company appointed
Regulators M/s. Parikh & Associates, a firm of Company
Secretaries in Practice to conduct Secretarial Audit of
There were no significant and material orders passed
the Company for the financial year 2021-22.
by the Regulators or Courts or Tribunals during the
year under review impacting the going concern status The Secretarial Audit Report for the financial year
and the operations of the Company in future. 2021-22 does not contain any adverse remark,
n. Compliance with Secretarial Standards qualification or reservation. The Secretarial Audit
Report for the financial year 2021-22 is given as
During the year under review, the Company has Annexure ‘D’ to this Report.
complied with all the applicable Secretarial Standards.
d. Reporting of Frauds by Auditors
VII AUDITORS
During the year under review, the Auditors have not
a. Statutory Auditors reported any instances of frauds committed in the
The Members of the Company at the 101st AGM held Company by its Officers or Employees to the Audit
on 7 July 2020, appointed M/s. Walker Chandiok & Committee under Section 143(12) of the Companies
Co, LLP, Chartered Accountants (Firm Registration Act, 2013.
No. 001076N/N500013) as Statutory Auditors of the
Company for a period of 5 years to hold office from VIII. INTERNAL FINANCIAL CONTROLS
the conclusion of 101st AGM till the conclusion of the The details of adequacy of Internal Financial Controls are
106th AGM of the Company. given in Clause (I) of the Management Discussion and
The Statutory Auditors have confirmed that they are Analysis Report.
not disqualified from continuing as Auditors of the
IX. ACKNOWLEDGEMENTS
Company.
Your Directors would like to thank all the stakeholders
The Statutory Auditors’ Report does not contain any
viz. consumers, shareholders, dealers, suppliers, business
qualifications, reservations or adverse remarks on the
partners, bankers, employees and all other business
financial statements of the Company for the financial
associates for the continuous support given by them to the
year 2021-22.
Company and its Management.
b. Internal Auditors On behalf of the Board
M/s. Ernst and Young, LLP have carried out Internal
Audit of the Company for the financial year 2021-22. Nusli N Wadia
The Board of Directors at their Meeting held on Place: Bengaluru Chairman
2 May 2022 appointed M/s. BDO India LLP, as Date: 2 May 2022 (DIN: 00015731)
32
ANNEXURE - ‘A’ TO THE BOARD’S REPORT

[Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014]
A. CONSERVATION OF ENERGY • Pre – heating burner installed in all 21 C
a. Energy conservation measures undertaken ovens across all factories.
during F.Y. 2021-22: • Capabilities for pre baking deposition
Your Company promotes the use of renewable and post baking injection in cracker were
energy like solar power, wind power and biomass established.
to reduce emission of CO2 and has adopted • Capabilities for making enrobed
renewal energy in 7 factories. The current usage sandwiched biscuits and wafers roll were
of renewable energy has increased to over 30% at established.
own units.
• Capabilities for deposition of Jam and
During the year under review, factories Chocolate in on-line sandwiching
in Ranjangaon, Maharashtra and Gwalior machines were established.
started using solar power. Your Company
also commenced pilot run of the biomass b. Benefits derived as a result of the above:
plant installed at its dairy unit in Ranjangaon, The initiatives mentioned above resulted in
Maharashtra. achieving innovation capabilities, increased
b. Additional investments and proposals, if efficiencies, improvements in product quality
any, being implemented for reducing energy and fuel productivity.
consumption: c. Details of imported technology:
Your Company is evaluating various renewable
Your Company imported technology for
energy options after considering the policies and building capability to produce wafer rolls at the
guidelines of each state viz., own investment, Perundurai factory.
open access, third party agreements and captive
arrangements. Your Company is in advanced stage C. RESEARCH AND DEVELOPMENT
of sourcing renewable energy for its upcoming a. Core areas of Research by the Company:
plants in Tamil Nadu and Uttar Pradesh.
Your Company’s R&D Centre has state-of-the-
Your Company also plans to set up a pilot solar art facility and capabilities for meeting its goal
roof top plant having capacity of ~300 KW at of becoming a “Global Total Foods Company”.
one of the units in Gwalior in the financial year Your Company’s R&D is consistently working to
2022-23. increase positive nutrients and reduce negative
c. Impact of measures at a. and b. above: nutrients in its product portfolio.
Your Company has saved ` ~9.6 Crore through You will be delighted to learn that R&D
use of renewable energy and biomass in financial has successfully built capabilities to use
year 2021-22. nutraceuticals for developing functional food
products for preventive healthcare category.
B. TECHNOLOGY ABSORPTION R&D has further strengthened its capabilities in
a. Efforts in brief made towards absorption, inclusion of alternate cereals, whole grains and
adaptation and innovation: millets in the product portfolio while continuing
to deliver on taste and excitement.
During financial year 2021-22, your Company
invested in areas of automation and technology Your Company continued its efforts to ‘Make
upgradation for the launch of new products in a Difference’ to the community, by investing
existing categories and to enter into adjacent significantly in R&D to address key nutritional
categories. Your Company had undertaken the deficiencies. According to National Family
following projects during financial year 2021-22. Health Survey 4 (2015-16), anaemia continues
33
to be a prime health concern across India with secondary packaging to further reduce use of
~53% of the women being anaemic. In order to virgin plastic by 35% by replacing with recycled
address Iron Deficiency Anaemia (IDA), your polymer.
Company’s R&D developed a tasty and affordable Your Company has committed to retrieve plastics
Iron & Folic Acid fortified biscuit delivering from the system through Extended Producers’
50-75% RDA of these nutrients to the adolescent Responsibility (EPR) initiatives across India
girls and women. for multilayer and plastic packaging waste
You would be delighted to know that your collection and energy recovery in association
Company has successfully developed fully with Producers Responsibility Organisations
recyclable polypropylene based laminate. The (PROs). Your Company has achieved plastic
new laminate composition is certified by premier neutral status as on March 2022.
polymer research institute as 100% recyclable. In c. Expenditure on R&D:
addition R&D is working towards making bread
packaging materials 100% biodegradable by 2024. ` In Crores
Particulars 31 March 2022
b. Benefits delivered as a result of above R&D
initiatives: Capital 0.60
Recurring 36.52
‘Suphoshan’ nutrition intervention program
to address Iron Deficiency Anaemia (IDA) Total 37.12
undertaken by Britannia Nutrition Foundation Total R&D expenditure 0.28%
(BNF), Narayana Health Charitable Trust and as a % of turnover
National Health Mission, in adolescent school
d. Future plan of action:
going children with Britannia R&D developed
iron and folic acid fortified biscuits (delivering Your Company is targeting reduction of sugar
50-75% RDA of these nutrients) has led to and sodium by 8% and 6% respectively in its
significant increase in the haemoglobin levels in portfolio by the end of 2024.
adolescents. Your Company is continuously working on its
Your Company with the ‘Suphoshan’ success, has goal to use 100% recyclable or bio-degradable
replicated the nutrition intervention programs at laminate packaging in its portfolio by end of
manufacturing locations in Assam, Karnataka, 2024 to sustain its plastic neutral status.
Madhya Pradesh, Gujarat, Maharashtra, D. FOREIGN EXCHANGE EARNINGS AND OUTGO
Uttarakhand and Tamil Nadu. The participation FOR F.Y. 2021-22:
is encouraging and these community nutrition
programs has successfully improved the overall ` In Crores
quality of women lives. Particulars Amount
You would be delighted to know that your Foreign exchange used 919.47
Company has successfully developed fully Foreign exchange earned 289.01
recyclable polypropylene based laminate and
currently 60% of the laminate consumed is
recyclable. On behalf of the Board
Your Company has developed options to use
special enhancers and fillers to reduce usage of Nusli N Wadia
virgin plastic by 30% in secondary packaging Place : Bengaluru Chairman
bags. Your company has continued its efforts in Date : 2 May 2022 (DIN:00015731)
34
ANNEXURE - ‘B’ TO THE BOARD’S REPORT

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES
1. A brief outline of the Company’s CSR Policy:
For your Company, CSR means Corporate Sustainable Responsibility and this has been embedded into its business
model. The CSR Policy of the Company represents the continuing commitment and actions of the Company to
contribute towards social development and growth.
As a responsible organisation, your Company comprehends the need for promoting health, growth and development
of children from lower socio-economic sections of society. It has taken up various activities to promote health, growth
and development of children and continued to contribute towards restoration of hospitals for children and women as
part of its CSR Programs during the financial year 2021-22.
2. Composition of the CSR Committee:
CSR Committee comprises of the following Directors:
Sr. Name of the Designation / Nature of Directorship Number of meetings Number of meetings
No. Director of CSR Committee of CSR Committee
held during the year attended during the
year
1 Mr. Ness N Wadia Chairman of the Committee, 1 1
Non-Executive Non Independent Director
2 Mr. Keki Dadiseth Member of the Committee, 1 1
Non-Executive Independent Director
3 Dr. Ajai Puri Member of the Committee, 1 1
4 Dr. Y.S.P. Thorat Member of the Committee, 1 1
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board
are disclosed on the website of the company:
These details can be accessed on: http://britannia.co.in/investors/statutory-disclosure
4. Provide the details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the
Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable (attach the report).
Not Applicable for F.Y. 2021-22
5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any
Sr. Financial Year Amount available for set-off from Amount required to be setoff for
No. preceding financial years (in `) the financial year, if any (in `)
Nil
6. Average net profit of the Company as per Section 135(5): ` 1,928.71 Crores
35
7. a. Two percent of average net profit of the Company as per section 135(5): ~ ` 38.57 Crores
b. Surplus arising out of the CSR projects or programmes or activities of the previous financial years: NIL
c. Amount required to be set off for the financial year, if any: ` Nil
d. Total CSR obligation for the financial year (7a+7b-7c): ~ ` 38.57 Crores
8. a. CSR amount spent or unspent for the financial year:
Total Amount Amount Unspent (in `)

Spent for the Total Amount transferred to Unspent Amount transferred to any fund specified under
Financial Year CSR Account as per section 135(6). Schedule VII as per second proviso to section 135(5).
(in `)
Amount Date of Transfer Name of the Fund Amount Date of Transfer
38,57,42,695 Not Applicable
b. Details of CSR amount spent against ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8) (9) (10) (11)
Sr. Name Item Local Location of the project Project Amount Amount Amount Mode of Mode of
No of the from the area duration allocated spent in transferred to Implementation - Implementation -
Project list of (Yes/ for the the current Unspent CSR Direct Through Implementing
activities No). project financial Account for the (Yes/No) Agency
In (in `). Year (in `) project as per
State District Name CSR
Schedule Section 135(6)
Registration
VII to the (in `)
number
Act
1. Bai Jerbai Wadia Item no No Maharashtra Mumbai 3 years 8,10,85,000 8,10,85,000 NA Yes NA NA
Hospital for (i) of
Children Schedule
VII to the
2. Nowrosjee Wadia No Maharashtra Mumbai 3 years 26,66,00,000 26,66,00,000 NA Yes NA NA
Act
Maternity Hospital
3. Sir Ness Wadia Yes Maharashtra Palghar and 3 years 3,80,57,695 3,80,57,695 NA Yes NA NA
Foundation Thane
Bai Jerbai Wadia Hospital for Children (BJWHC)

Bai Jerbai Wadia Hospital for Children and Research Centre (BJWHC) established in 1929, strongly focuses on providing
preventive healthcare to women & children in rural, semi-urban and urban communities. Today, BJWHC is the leading
paediatric teaching institute with one of the largest Neonatal Intensive Care Unit (NICU) in the world with 155 beds.
The hospital has more than 30 sub-specialties and can accommodate around 525 patients, providing comprehensive care to
children under one roof. BJWHC has well established centres of excellence in Paediatric Cardiology, Neurology, Nephrology,
Orthopaedics, Haematoncology to name a few. In partnership with UNICEF, BJWHC is also addressing child survival and
development with equity among the most deprived by providing a state-of-the-art advanced Nutrition Rehabilitation Centre
for children with Severe Acute Malnutrition.
BJWHC sees an inflow of over 2,00,000 patients on an outpatient basis and more than 25,000 children on an inpatient
basis. The hospital has performed over 2,000 cardiac surgeries since the department was established in February 2017.
BJWHC also reaches out to the community by conducting outreach medical camps to benefit the tribal population in Palghar
district.
To meet the continuous demand of patients and in order to provide all the services under one roof, there is a constant
need for up gradation of services and technology at Bai Jerbai Wadia Hospital for Children to provide state-of-the-art
comprehensive health care services which are affordable and convenient for children from lower socio-economic section
of the society. It is expected that, these projects will increase accessibility and affordability of basic and specialized medical
services among vulnerable children across India.
36
Nowrosjee Wadia Maternity Hospital (NWMH)

Nowrosjee Wadia Maternity Hospital was established in the year 1926 in Mumbai to provide affordable comprehensive
healthcare and super speciality services for women. The hospital specialises in offering affordable obstetric and gynaecological
services to women across all sections of society, catering to their changing needs through different stages of their lives.
It also acts as a tertiary level referral centre as well as helps rehabilitate these women and their families by showing them
methods of improving the health and sanitation around their environment and thus ensuring a healthy life for their whole
family.
To meet the continuous demand of patients and in order to provide all the services under one roof, there is a constant need
for up gradation of services and technology at Nowrosjee Wadia Maternity Hospital. It is expected that these projects will
increase accessibility and affordability of basic and specialized medical services among vulnerable women and children in
the community.
Sir Ness Wadia Foundation (SNWF)
A. Covid-19 relief activity
During the second and third wave of Covid-19, the requirement of ready to eat items emerged and SNWF distributed
RTE biscuits and dairy products to the health workers, migrants, daily wage workers and other needy people in the
community.
Sir Ness Wadia Foundation has distributed 10,48,073 cooked meals in Mumbai, Maharashtra. Around 8,40,000
packets of biscuits were distributed PAN India during the year 2021-22.
The relief activity was continued with supply of nutrition supplementary kit to MAM (Moderately Acute Malnourished)
children in the project locations. More than 450 kits were distributed for 3 months in Palghar.
B. Village Development Program
Sir Ness Wadia Foundation is working to improve Health and Nutrition through ‘The Village Development Program’.
The two main objectives of this project are to reduce malnutrition and ensure sustainable development in villages. The
target beneficiaries of this project are children below the age of 6 years, adolescent girls, lactating mothers, pregnant
women and farmers.
The key program interventions are given below:
Health Camp: Health Camps were conducted to screen the health status of target beneficiaries namely children,
adolescents, pregnant and lactating women. More than 400 target beneficiaries were screened during the health camp.
Counselling, awareness sessions and nutrition related activities were conducted with these beneficiaries to improve
knowledge about their nutritional status.
Critical cases were referred to Wadia Hospital for further diagnosis and treatment.
Nutrition Garden, Wadi Distribution and Pullet Distribution: Seed kits and other required materials to set up
nutrition gardens were given along with basic training to 3,516 beneficiaries. 3,614 beneficiaries were given 7 varieties
of fruit bearing plants. 10 pullets each were distributed among 324 families having SAM and MAM children to promote
consumption of eggs and increase the intake of nutritious food. The increase in nutritional intake helps to combat
malnutrition.
Awareness Sessions: Awareness sessions were conducted to increase the knowledge about the malnutrition and its
causes and effects. 2,695 beneficiaries were made aware on topics like health, hygiene, malnutrition, menstruation,
ill effects of early marriage, superstition and many more through street plays, sessions by nutrition experts and
demonstration of cooking nutritious food.
Training and Capacity Building: Capacity building sessions are conducted for field coordinators on health and
nutrition in order to reach out to our target beneficiaries in a very effective way.
Livelihood: 383 Farmers were given training in vegetable farming and vegetable seeds were distributed to support
second farming post harvesting of rice. This activity generates additional income for farmers and helps to curb
migration which in turn helps families to avail the benefits provided by anganwadi which they are otherwise deprived
of due to migration.
37
258 landless farmers were provided with alternate means of livelihood in the form of poultry farming viz., 15 pullets
and 20 kg pullet feed to each beneficiary.
Water Resource Development: Water Resource Structures were constructed, repaired or refurbished to provide drinking
water and water for irrigation. Around 12,000 individuals were benefitted by construction/repair and refurbishment of
12.24 km of canals, 3 check dams, 6 wells, 36 hand pumps and 3 farm ponds. Solar pumps are installed at 3 villages
to lift water from nearby water resources and provide water to around 1,500 community members. 101 pregnant and
lactating women were given water wheels to reduce their hardship of fetching water from water source located far
from village for their daily needs. 15 water filters were provided to schools, anganwadis and primary health centres
(PHCs) to make provision for clean drinking water to 450 individuals. 2 community ROs were also set up benefitting
900 villagers. Rainwater harvesting systems were constructed at 58 anganwadis to ensure recharge of ground water.
Intervention under infrastructure: Infrastructure which caters to the beneficiaries are constructed, repaired or
refurbished as per the need to provide better facilities to the villagers. 10 anganwadis were repaired and refurbished
which provides nutrition benefit to 1,258 beneficiaries. 5 schools were repaired and refurbished providing better
education facility to 347 students. 5 sanitation units were repaired and refurbished providing sanitation facilities to
962 students. 1PHC was repaired and refurbished which have footfall of 40-50 patients every day. To ensure safety at
night, 28 solar streetlights were installed benefitting more than 8,000 villagers.
c. Details of CSR amount spent against other than ongoing projects for the financial year:
(1) (2) (3) (4) (5) (6) (7) (8)

Sr. Name Item from Local Location of the Amount Mode of Mode of Implementation
No. of the the list of area project. spent for Implementation - Through Implementing
Project activities In (Yes/ the Project on - Direct Agency
Schedule No) State District (in `) (Yes/No) Name CSR
VII to the Registration
Act number
Not Applicable
d. Amount spent in Administrative Overheads: Nil
e. Amount spent on Impact Assessment, if applicable: Nil
f. Total amount spent for the Financial Year (8b+8c+8d+8e): ` 38,57,42,695
g. Excess amount for set off, if any
Sr. Particulars Amount (in `)

No.
(i) Two percent of average net profit of the Company as per section 135(5) ` 38,57,42,695
(ii) Total amount spent for the financial year ` 38,57,42,695
(iii) Excess amount spent for the financial year [(ii)-(i)] Nil
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Nil
financial years, if any
(v) Amount available for set off in succeeding financial years [(iii)-(iv)] Nil
38
9. a. Details of Unspent CSR amount for the preceding three financial years:
Sr. Preceding Amount Amount Amount transferred to any fund Amount

No. Financial transferred to spent in the specified under Schedule VII as per remaining to
Year Unspent CSR reporting section 135(6), if any. be spent in
Account under Financial Year Name of Amount Date of succeeding
section 135 (6) (in `) the Fund (in `) transfer Financial Years.
(in `) (in `)
Not Applicable
b. Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):
(1) (2) (3) (4) (5) (6) (7) (8) (9)

Sr. Project ID Name Financial Project Total Amount Cumulative Status of
No. of the Year in duration amount spent on the amount spent the project -
Project which the allocated project in at the end Completed
project was for the the reporting of reporting /Ongoing
commenced project Financial Financial Year
(in `) Year (in `) (in `)
Not Applicable
10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details):
a. Date of creation or acquisition of the capital asset(s): Not Applicable
b. Amount of CSR spent for creation or acquisition of capital asset: Nil
c. Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.: Nil
d. Provide details of the capital asset(s) created or acquired (including complete address and location of the capital
asset): Nil
11. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): NA
Ness N Wadia Varun Berry

Place : Bengaluru Chairman of the Committee Managing Director
Date : 2 May 2022 DIN: 00036049 DIN: 05208062
39
ANNEXURE - ‘C’ TO THE BOARD’S REPORT

DETAILS OF REMUNERATION OF DIRECTORS, KMPs AND EMPLOYEES
[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 including amendments thereto]
(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during
financial year 2021-22 and ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for financial year 2021-22 are as under:
Sl. Name of Director / KMP Remuneration % Increase in Ratio of
No. of Director / Remuneration Remuneration of each
KMP for F.Y. in F.Y. 2021-22 Director to Median
2021-22 (in %) Remuneration of
(` in Crores) Employees
Promoter and Non-Executive Directors:
1. Mr. Nusli N Wadia, Chairman 7.39 -7.74 178.50
2. Mr. Jeh N Wadia* 0.06 -68.42 1.45
3. Mr. Ness N Wadia 0.82 -14.58 19.81
Independent Directors:
4. Mr. Avijit Deb 0.47 -6.00 11.35
5. Mr. Keki Dadiseth 0.59 -3.28 14.25
6. Dr. Ajai Puri 0.65 -4.41 15.70
7. Dr. Ajay Shah 0.23 -11.54 5.56
8. Dr. Y.S.P Thorat 0.71 -7.79 17.15
9. Mr. Keki Elavia 0.46 -23.33 11.11
10. Mrs. Tanya Dubash 0.15 -37.50 3.62
11. Dr. Urjit Patel** 0.15 N.A. 3.62
Key Managerial Personnel:
12. Mr. Varun Berry, Managing Director 11.47# 9.03 277.05
13. Mr. N Venkataraman, Chief Financial Officer*** 3.22 19.70 77.78
14. Mr. T.V. Thulsidass, Company Secretary 0.65 6.56 15.70
Note: Employee benefits which are based on actuarial valuation done on an overall Company basis and perquisites are excluded from the above
mentioned Remuneration of KMP.
*Mr. Jeh N Wadia, Non-Executive Director ceased to be the Director of the Company w.e.f. 6 September 2021.
**Dr. Urjit Patel, Independent Director resigned from the Directorship w.e.f. 31 January 2022.
***Mr. N Venkataraman, was appointed as Whole-Time Director designated as Executive Director and Chief Financial Officer of the Company w.e.f.
30 July 2021.
# Excludes ` 33.13 crores paid during the year on exercise of Phantom Options under Britannia Industries Limited Phantom Option Scheme.
(ii) The median remuneration of employees of the Company during financial year 2021-22 was 4.14 lakhs. In financial
year 2021-22 the median remuneration of employees was 11.29% higher compared to previous year.
(iii) There were 4,467 permanent employees on the rolls of Company as on 31 March 2022.
(iv) Average percentage increase made in the salaries of Employees and the Managerial Personnel in financial year 2021-22
on comparable basis was 8.09% over previous year.
(v) The key parameters for any variable component of Remuneration availed by the Directors are considered by the Board
of Directors based on the recommendation of the Nomination and Remuneration Committee as per the Remuneration
Policy of the Company.
(vi) It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company.
On behalf of the Board

Nusli N Wadia
Place : Bengaluru Chairman
Date : 2 May 2022 (DIN:00015731)
40
41
FORM AOC-I
(Statement Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2015)
Statement containing salient features of the financial statement of Subsidiaries / Associate companies / Joint Ventures
PART - A Subsidiaries
` in '000
Sr. Name of the Subsidiary Company Reporting Exchange Exchange Equity Other Total Assets Total Investments Turnover Profit Provision Profit Proposed % Of Country
No. Currency Rate Rate Share equity* (including Liabilities (except (revenue Before for Tax # After Dividend Shareholding
(closing (average Capital* investments) (excluding investment from Tax # Tax # #
rate) rate) * shareholders in operations
funds) * subsidiaries) + other
Britannia Industries Limited
* income) #
1 Boribunder Finance and Investments Private INR 1.00 1.00 26,710 (14,548) 12,404 242 - 64 1 45 (44) - 100.00 India
Limited
2 Britannia Dairy Private Limited INR 1.00 1.00 57,800 1,241,100 1,896,900 598,000 1,062,400 3,530,900 635,600 138,500 497,100 - 100.00 India
3 Britannia Employees' Educational Welfare INR 1.00 1.00 1,752^ 6,636 10,305 1,917 - 427 382 129 253 - India
Association Private Limited ##
4 Britannia Employees' General Welfare Association INR 1.00 1.00 1,750^ 6,615 10,306 1,941 - 393 348 124 224 - India
Private Limited ##
5 Britannia Employees' Medical Welfare Association INR 1.00 1.00 1,800^ 6,449 9,996 1,747 40 368 323 (50) 373 - India
Private Limited ##
6 Flora Investments Company Private Limited INR 1.00 1.00 2,843 23,134 26,680 703 - 1,193 1,161 294 867 - 100.00 India
7 Ganges Vally Foods Private Limited INR 1.00 1.00 259,066 (179,634) 81,309 1,877 - 10,990 (2,462) (4) (2,458) - 98.87 India
8 Gilt Edge Finance and Investments Private Limited INR 1.00 1.00 2,498 24,218 27,193 478 - 1,270 1,227 319 908 - 100.00 India
9 International Bakery Products Limited INR 1.00 1.00 14,500 207,091 643,331 421,740 1,260 3,270,384 33,376 8,328 25,048 - 100.00 India
10 J B Mangharam Foods Private Limited INR 1.00 1.00 4,502 108,343 660,115 547,270 26 2,941,937 52,309 14,921 37,388 - 100.00 India
11 Manna Foods Private Limited INR 1.00 1.00 48,750 278,605 760,012 432,657 1,597 3,732,604 119,089 28,988 90,101 - 100.00 India
12 Sunrise Biscuit Company Private Limited INR 1.00 1.00 141,995 128,789 349,167 78,382 - 164,227 4,765 (11,245) 16,010 - 99.16 India
13 Britchip Foods Limited INR 1.00 1.00 1,500,000 (879,100) 853,800 232,900 - 309,700 (225,900) - (225,900) - 60.00 India
14 Britannia Nepal Private Limited NPR 0.62 0.62 549,657 47,897 753,075 155,521 - 982,115 94,352 17,197 77,155 - 100.00 Nepal
15 Britannia Bangladesh Private Limited TK 0.88 0.87 3,599 (588) 3,613 602 - - - - - - 100.00 Bangladesh
16 Al Sallan Food Industires Company SAOC OMR 196.86 193.40 393,728 (656,146) 816,465 1,078,883 - 1,975,319 35,314 - 35,314 - 65.46 Oman
17 Strategic Food International Co. LLC. AED 20.32 20.28 396,143 589,351 2,292,611 1,307,118 - 3,781,512 34,436 - 34,436 - 100.00 Dubai
18 Britannia and Associates (Dubai) Private Company USD 75.79 74.50 1,881,621 (186,899) 2,337,235 642,513 - 20,888 7,425 - 7,425 - 100.00 Dubai - JAFZA
Limited
19 Britannia and Associates (Mauritius) Private USD 75.79 74.50 1,847,221 52,901 2,508,899 608,777 - 8,471 (1,068) - (1,068) - 100.00 Mauritius
Limited
20 Britannia Dairy Holdings Private Limited USD 75.79 74.50 561,850 (565,374) 19 3,544 - - (503) - (503) - 100.00 Mauritius
21 Strategic Brands Holding Company Limited USD 75.79 74.50 20 31 431 379 - - - - - - 100.00 Dubai - JAFZA
22 Britannia Egypt LLC. EGP 4.14 4.71 16,140 1,627 21,827 4,060 - 24,553 3,525 794 2,731 - 100.00 Egypt
23 Strategic Foods Uganda Ltd UShs 0.02 0.02 19,822 (722) 23,170 4,071 - 6,576 (716) - (716) - 100.00 Uganda
24 Vasna Agrex and Herbs Private Limited INR 1.00 1.00 100 (105,644) 90 105,634 - 47 37 - 37 - 100.00 India
25 Snacko Bisc Private Limited INR 1.00 1.00 255,208 (420,608) 76 165,476 - 47 37 - 37 - 100.00 India
## Subsidiary companies limited by guarantees
* Converted using closing exchange rate.
# Converted using average exchange rate.
^ Represents contribution.
Annual Report 2021-22
PART - B ASSOCIATES
` in ‘000
Sr. Name of the Associate Company Nalanda Biscuits Sunandaram Foods
No. Company Limited Private Limited
1 Latest Unaudited Balance Sheet Date 31.03.2022 31.03.2022
2 Share of Associate held by the Company on the year end
Number of Shares 87,500 459,800
Amount of Investment in Associate/joint Venture 2,808 145,000
Extend of Holding % 35.00 26.00
3 Description of how there is significant influence Voting power Voting power

4 Reason why the associate/joint venture is not consolidated N.A. N.A.
5 Net worth attributable to Shareholding as per latest unaudited Balance Sheet 14,220 6,692
6 Profit / Loss for the year 5,505 (14,930)
(i) Considered in consolidation 1,927 (3,882)
(ii) Not Considered in consolidation 3,578 (11,048)
for and on behalf of the Board of Directors
Nusli N Wadia Varun Berry

Chairman Managing Director
(DIN:00015731) (DIN:05208062)
N.Venkataraman T.V.Thulsidass
Executive Director and Chief Financial Officer Company Secretary
(DIN:05220857) (Membership number:A20927)
Place : Bengaluru
Date : 2 May 2022
42
ANNEXURE - ‘D’ TO THE BOARD’S REPORT

FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2022
(Pursuant to Section 204 (1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014)
To, c. The Securities and Exchange Board of India
The Members, (Issue of Capital and Disclosure Requirements)
Britannia Industries Limited Regulations, 2018 and amendments from time to
We have conducted the secretarial audit of the compliance time; (Not applicable to the Company during the
audit period)
of applicable statutory provisions and the adherence to good
corporate practices by Britannia Industries Limited (hereinafter d. The Securities and Exchange Board of India (Share
called ‘the Company’). Secretarial Audit was conducted in a Based Employee Benefits) Regulations, 2014
manner that provided us a reasonable basis for evaluating the and The Securities and Exchange Board of India
corporate conducts/statutory compliances and expressing our (Share Based Employee Benefits and Sweat Equity)
opinion thereon. Regulations, 2021;
e. The Securities and Exchange Board of India (Issue
Based on our verification of the Company’s books, papers, minute and Listing of Debt Securities) Regulations, 2008
books, forms and returns filed and other records maintained by and The Securities and Exchange Board of India
the Company, the information to the extent provided by the (Issue and Listing of Non-Convertible Securities)
Company, its officers, agents and authorised representatives Regulations, 2021;
during the conduct of secretarial audit, the explanations and
clarifications given to us and the representations made by the f. The Securities and Exchange Board of India
Management and considering the relaxations granted by the (Registrars to an Issue and Share Transfer Agents)
Ministry of Corporate Affairs and the Securities and Exchange Regulations, 1993 regarding the Companies Act
and dealing with client; (Not applicable to the
Board of India due to the spread of the COVID-19 pandemic, Company during the audit period)
we hereby report that in our opinion, the Company has
during the audit period covering the financial year ended on g. The Securities and Exchange Board of India
31 March 2022, generally complied with the statutory provisions (Delisting of Equity Shares) Regulations, 2009
listed hereunder and also that the Company has proper Board and The Securities and Exchange Board of India
processes and compliance mechanism in place to the extent, in (Delisting of Equity Shares) Regulations, 2021;
the manner and subject to the reporting made hereinafter: (Not applicable to the Company during the audit
period) and
We have examined the books, papers, minute books, forms h. The Securities and Exchange Board of India
and returns filed and other records made available to us and (Buyback of Securities) Regulations, 2018; (Not
maintained by the Company for the financial year ended on applicable to the Company during the audit period)
31 March 2022 according to the provisions of:
(vi) Other laws specifically applicable to the Company
(i) The Companies Act, 2013 (‘the Act’) and the rules made namely:-
thereunder; 1. Food Safety and Standard Act, 2006 and Regulations
(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) made thereunder.
and the rules made thereunder; 2. Legal Metrology Act 2009 and Legal Metrology
(iii) The Depositories Act, 1996 and the Regulations and Bye- (General) Rules, 2011
laws framed thereunder; 3. Legal Metrology (Packaged Commodities) Rules
2011.
(iv) Foreign Exchange Management Act, 1999 and the rules
and regulations made thereunder to the extent of Foreign We have also examined compliance with the applicable clauses
Direct Investment, Overseas Direct Investment and of the following which have been generally complied:
External Commercial Borrowings; (i) Secretarial Standards issued by The Institute of Company
(v) The following Regulations and Guidelines prescribed Secretaries of India with respect to Board and General
Meetings.
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) (ii) The Listing Agreements entered into by the Company
with BSE Limited and National Stock Exchange of India
a. The Securities and Exchange Board of India Limited read with the SEBI (Listing Obligations and
(Substantial Acquisition of Shares and Takeovers) Disclosure Requirements) Regulations, 2015.
Regulations, 2011;
During the period under review, the Company has generally
b. The Securities and Exchange Board of India complied with the provisions of the Act, Rules, Regulations,
(Prohibition of Insider Trading) Regulations, 2015; Guidelines, standards etc. mentioned above.
43
We further report that: Annexure - ‘A’

The Board of Directors of the Company is duly constituted with To,
proper balance of Executive Directors, Non-Executive Directors The Members
and Independent Directors. The changes in the composition of Britannia Industries Limited
the Board of Directors that took place during the period under
review were carried out in compliance with the provisions of Our report of even date is to be read along with this letter.
the Act. 1. Maintenance of Secretarial record is the responsibility of
Adequate notice was given to all directors to schedule the Board the management of the Company. Our responsibility is to
Meetings, agenda and detailed notes on agenda were sent at express an opinion on these secretarial records based on
least seven days in advance other than those held at shorter our audit.
notice, and a system exists for seeking and obtaining further 2. We have followed the audit practices and process as were
information and clarifications on the agenda items before the appropriate to obtain reasonable assurance about the
meeting and for meaningful participation at the meeting. correctness of the contents of the Secretarial records. The
Decisions at the Board Meetings were taken unanimously. verification was done on test basis to ensure that correct
facts are reflected in Secretarial records. We believe
We further report that there are adequate systems and processes that the process and practices, we followed provide a
in the Company commensurate with the size and operations of reasonable basis for our opinion.
the Company to monitor and ensure compliance with applicable
3. We have not verified the correctness and appropriateness
laws, rules, regulations and guidelines.
of financial records and Books of Accounts of the
We further report that during the audit period, the Company Company.
had following event which had bearing on the Company’s affairs
4. Wherever required, we have obtained the Management
in pursuance of the above referred laws, rules, regulations,
representation about the Compliance of laws, rules and
guidelines, standards etc.
regulations and happening of events, etc.
1. The Scheme of Arrangement amongst Britannia Industries
5. The Compliance of the provisions of Corporate and
Limited and its Members under Section 230 to 232 and
other applicable laws, rules, regulations, standards is
other applicable provisions of the Companies Act, 2013
has been approved by the Hon’ble National Company the responsibility of management. Our examination was
Law Tribunal, Kolkata Bench by its order dated 7 May limited to the verification of procedure on test basis.
2021. 6. The Secretarial Audit report is neither an assurance as to
2. Pursuant to the Scheme of Arrangement, the Bonus the future viability of the Company nor of the efficacy or
Debenture Committee at its Meeting held on 3 June effectiveness with which the management has conducted
2021 allotted 24,08,68,296 unsecured, non-convertible, the affairs of the Company.
redeemable fully paid-up debentures of face value of For Parikh & Associates
` 29 each, bearing interest at 5.5% p.a and approved
payment of dividend of ` 12.50 per equity share of face Company Secretaries
value of ` 1 each, subject to deduction of applicable
taxes, to the Members holding shares as on record date Shalini Bhat
i.e., Thursday, 27 May 2021. The final listing and trading Partner
approval for the bonus debentures was received from FCS No.: 6484 CP No.: 6994
the BSE Limited and National Stock Exchange of India Place : Mumbai UDIN: F006484D000251586
Limited on 16 July 2021 and the bonus debentures were Date : 2 May 2022 PR No.: 1129/2021
listed on both the exchanges w.e.f. 20 July 2021.
3. Commercial papers amounting to ` 1,000 Crores were
redeemed during the year.
For Parikh & Associates
Company Secretaries
Shalini Bhat
Partner
FCS No.: 6484 CP No.: 6994
Place : Mumbai UDIN: F006484D000251586
Date : 2 May 2022 PR No.: 1129/2021
This Report is to be read with our letter of even date which is

annexed as Annexure A and forms an integral part of this report.
44
MANAGEMENT DISCUSSION AND ANALYSIS

(A) INDUSTRY STRUCTURE AND DEVELOPMENT Cake
The year witnessed rapid developments which had Cake is a category in which product innovation at
significant impact on the Food Industry. The recurrent affordable price points has accelerated, thereby leading
waves of Covid-19 pandemic continued to affect to intense competition. The category growth has been
business activities. Economic recovery, after the second affected due to school closures on account of the
and third waves of the Covid-19 pandemic in India, pandemic, decline in out of home consumption and
was fairly subdued due to rising inflation, supply side sluggish economic conditions.
constraints, currency and commodity volatility and
Rusk
unforeseen geo-political tensions.
Rusk as a category witnessed significant growth
Dealing with rising input costs in a low demand on account of prolonged lockdowns and rise of in-
environment was the critical challenge confronting home consumption. However, the demand has now
businesses during the year. The severity of the
stabilized. Product innovation in this category in India
inflation in essential inputs like refined palm oil and
remains low and offers significant opportunity for
crude oil was a source of particular concern for the
disruption with new value added offerings.
Food Industry. Just as these challenges were being
addressed, the Russia-Ukraine crisis resulted in a Bread
further aggravation of inflationary tendencies across
the board, resulting in price increases and concerns Bread is considered as a staple food in many parts of
over availability of commodities like wheat and sugar India. With increasing consumer preference for healthy
which form the core inputs for the food industry. and value added products, this category provides
significant opportunities for established players and
Despite these challenges, your Company was able to new entrants.
ensure consistent growth by creating and sustaining
an ecosystem of efficiencies through planned cost DAIRY BUSINESS
efficiency programs, innovations, IT transformation, India is ranked No.1 in milk production and currently
process improvements and supply chain management. contributes ~23% of global milk production. Organized
The importance of adopting sustainable practices has dairy segment, which constitutes about 26%-30% of the
acquired greater urgency for businesses due to the pace Indian dairy industry (by value) has seen faster growth
of environmental, social and economic developments. compared to the unorganized segment. The organized
As a responsible corporate citizen, your Company dairy industry is likely to witness 12% revenue growth
has also undertaken major initiatives to integrate this financial year to reach ` 1.6 lakh Crore, mainly
sustainability into all aspects of its business. due to recovery in demand for value-added products,
steady liquid milk sales and a hike in the retail price.
BAKERY BUSINESS While packaged liquid milk will remain a key driver
Biscuit of the industry growth, value added dairy products are
also expected to witness healthy growth.
Biscuits is the largest category in the food business
ADJACENT BUSINESS
in India. It is present in the consumption basket of
virtually every Indian family as an essential product. Cream Wafers
It is one of the most deeply penetrated categories in
the country, reaching over 90% of the households. Wafers is a ~ ` 750 Crore category which is growing at
However, the per capita consumption of biscuits in a healthy pace year-on-year. Your Company is one of
India is relatively low at 2 kgs versus 10 kgs in certain the pioneering brands to enter this space. The category
developed countries. The low per capita consumption is highly unorganized and fragmented. This presents
and high levels of penetration continue to provide your Company with an opportunity for leveraging the
excellent opportunities to increase consumption strengths of nationwide presence and innovation to
through proactive interventions and strategies. rapidly grow in this category.
45
Center Filled Croissants (B) BUSINESS STRATEGY
Croissant continues to be a new category in India. BAKERY BUSINESS

However, there is an increase in consumer interest and Biscuit
market activity in this category. Consumption patterns
are changing owing to lifestyle changes, people are Continue to build a strategy to win in ‘Many Indias’:
getting exposed to global foods and seeking on-the- As part of this strategy, your Company continued its
go-convenient packaged options. Croissants, being march in Hindi speaking states with Milk Bikis Atta.
one of them, has enormous potential for acceptance in The proposition of ‘Doodh Roti Ki Shakti’ resonates
with this part of the country where consumers
the domestic market. Your Company has a promising
have grown up with these foods. Your Company
opportunity to pioneer and actively drive growth in
has also launched Britannia 50-50 Golmaal which
this category by making Croissants readily available to
is a product created especially for the palate of the
the masses.
consumer from the East who loves her ‘kalo jeere’.
Salted Snacks Your Company also innovated and co-created a new
Marie Gold variant (Marie Gold Jeera) in partnership
Salted Snacks is a category of significant interest with selected homemakers in Tamil Nadu. This was
to your Company. Savory snacking is inherent and done by curating local flavours from their kitchens to
integral to Indian food and entertainment culture. eventually launch the perfect fit that would cater to
This category is primarily driven by delightful sensorial the taste buds of this state. Your Company recognizes
experience viz., flavor, texture, shapes, formats, color that India is a composite of ‘many Indias’ with diverse
and mouthfeel. This is a large category within the regional preferences and will continue to build on
packaged food segment which is witnessing intense such localized strategies.
competition from multiple players, national as well Renovate to Strengthen the Core: In its continuous
as regional. The category growth was impacted in the endeavor to provide excitement and goodness, your
last few years due to restrictions in movements during Company renovated its largest biscuit brand Good
Covid-19 pandemic. Day with the introduction of different smiles on the
product. Every pack of Britannia Good Day now comes
With growing consumer preference for snacks in
with not just one, but four different smiles packed into
healthier formats and migration from unorganized/
it. The chocochip variant under the brand Good Day
local products to branded products, your Company
was also renovated to deliver superior tasting products
expects more growth in this category. in an attractive packaging.
International Business Engineer upgrades and tap into consumers moving
up the economic ladder: Your Company continued
International Business for your Company is largely
to nourish its long term strategy of driving upgrades
centered on Middle East, America, Africa, Asia Pacific
through launches such as Good Day Harmony and
and SAARC. The business environment in these
Milk Bikis Classic aimed at upgrading consumers of
geographies is highly competitive with the presence these brands to more premium offerings.
of large local and international players. International
business is also increasingly fraught with other Cake
challenges such as middle east oil price shocks, Your Company’s strategy is to strengthen its portfolio by
geo-political conflicts, exodus of expatriates, launching new products, premiumizing and growing the
localisation of work force, increasing tariff & non- base cake portfolio with exciting products and creating
tariff barriers, exchange rate fluctuations etc. new-to-market formats at affordable price points.
There is an increased emphasis on locally manufactured
products in emerging economies. After the Covid-19 Rusk
pandemic, there has been an accelerated growth of Your Company’s strategy to grow in this category is
E-commerce channels especially in GCC, Americas to build capabilities through technology upgradation,
and some emerging markets. renovate recipes and expand the portfolio with new
46
varieties, thereby offering superior taste and quality ADJACENT BUSINESS

products at affordable prices to consumers. This will Cream Wafers
help your Company to meet consumer preferences and
gain market share in this category. Cream Wafers is one of the fastest growing categories.
The consumer acceptance of Treat Crème Wafers
Bread accompanied by the recent launch of Treat Stix has
In accordance with your Company’s strategy of gaining encouraged your Company to innovate and launch
leadership in healthier choice segment and increasing differentiated products in the market.
the share of the value added portfolio, new products With robust in-house research and manufacturing
such as High Fiber Bread, Hot Dogs, Choco-Bun and capabilities, your Company is striving to attain
Choco-Bread were added to the portfolio during the year. leadership position in this category.
Your Company continued its focus on improvements Center Filled Croissants
in infrastructure and distribution to ensure better
‘Britannia Treat Centre-filled Croissants’ which was
quality products and greater reach, particularly in
launched in select geographies and trade channels,
E-commerce and Modern Trade.
has received positive response from the consumers.
DAIRY BUSINESS Your Company’s strategy is to build awareness of
this category among consumers through brand
Product & Innovation - Your Company’s strategy
building and scale up distribution across the country.
is to continue its focus on the core brands as well as
Your Company also has plans to offer consumers
building a portfolio to cater to various palates and taste
greater choices of their favourite Croissants through
preferences. As part of this strategy, your Company
launch of exciting variants in the coming year.
emphasized the relevance of ‘Britannia Cheese’ in
meeting the need for ‘Good Quality Protein’ and created Your Company has research capabilities and state-
a fun and youthful imagery for ‘Winkin Cow’ Brand. of-the-art manufacturing facility in Ranjangaon,
Maharashtra to implement its strategies and achieve
Your Company also plans to incubate the ‘fresh leadership in this category.
business’ through the launch of multiple products
viz., Dahi, Paneer, Greek Yogurt and Smoothies under Salted Snacks
the ‘Come Alive’ brand. This is one of the important categories for your
Dairy Backend Capabilities - Your Company has Company’s vision to become a ‘Global Total Foods
invested in a state-of-the-art manufacturing facility Company’. Your Company intends to strengthen its
brand “Time Pass” to achieve a significant position in
at Ranjangaon, which is fully compliant with global
this category through launch of differentiated products
standards. It has the infrastructure to function as a
at competitive prices.
multi category dairy plant with capabilities ranging
from yogurt, ghee, cheddar, processed cheese, skimmed INTERNATIONAL BUSINESS
milk powder etc. Milk collection has also been scaled- Your Company’s strategy to achieve growth and market
up to 65,000 litres per day from 2,450 farmers. share in International Business is to:
Your Company has also commissioned a state-of-
the art aseptic PET line with 1,800 tons per month a. Strengthen brand equity and affinity for its
capacity to enable shift to PET packaging which has a products among the Indian diaspora to retain
superior consumer imagery. its competitive edge over other international
players;
Growth through Channel Mix - Scaling up availability
is key to meeting the business goals and your Company b. Offer new product experiences to existing
has improved distribution of Cheese and Winkin’ consumers and ethnicity inspired offerings to
Cow across traditional channels, while developing recruit other nationalities;
E-commerce as a pivotal part of its distribution strategy. c. Establish and grow local operations in fast
Your Company is also evaluating partnerships with growing emerging markets through evaluation
Quick Service Restaurants (QSRs) and restaurants in of available opportunities like contract
the coming year. manufacturing, acquisitions, joint ventures, etc.
47
d. Customize its distribution strategy in Middle support to the Company in maintaining growth and
East North Africa (MENA) markets to address profitability in a challenging environment, the likes of
the dynamic business requirements. which the world has not seen in a long time.
e. Build on the favorable consumer response (E) OPPORTUNITIES AND THREATS
and growth potential in the export markets in
Americas, Asia and Africa that were developed BAKERY BUSINESS
in the past years by intensifying presence in Biscuit
mainstream & E-commerce channels and
Due to high levels of household penetration in
opening white space markets.
biscuits category, the potential for growth is immense.
Volatility in commodity prices is being addressed The per capita consumption of biscuits in India
through efficient procurement plans, robust review continues to lag behind the levels seen in developed
mechanisms and extracting more savings by efficient countries. The possibilities for increasing consumption
management of end-to-end supply chain costs. through innovative, healthy and superior offerings in
The International Business also successfully upgraded this category are numerous, which augurs well for
its ERP system during the year. your Company in view of the established brands and
(C) SEGMENT INFORMATION capabilities.
The immediate threat in this category is from the
The primary business segment of your Company is
Foods. sustained inflation in commodity prices and increasing
competition.
(D) OUTLOOK
Cake
The economy was beset by a multitude of challenges all
This category offers various opportunities for launch
through the year. With humanity beginning to come to
of innovative products at different price points and
terms with recurring waves of Covid-19 pandemic and
expansion in rural markets. The primary threat in
the progressive re-opening of economies, there were
this category is inflation in commodity prices and
noticeable signs of recovery. However, the severe and
emergence of disruptive formats at entry level price
sustained inflation in commodities, especially edible
oils, due to supply disruptions and export restrictions points.
in producer nations, impacted the economy and food Rusk
companies severely. The unabated inflation in edible
This category holds enormous promise and offers
and fuel oils eventually affected the nascent recovery
opportunities for growth to companies with national
in consumer demand, thereby hampering the ability of
presence, due to its fragmented and unorganized
companies to effect proportionate price hikes to offset
nature. The consumer base can be further expanded
the effects of inflation.
by offering differentiated products of superior quality
Just as economies and Companies were beginning to at attractive prices.
come to terms with the situation, geopolitical tensions
The possibility of reduced consumption and consumer
coupled with the consequent economic disruptions
preference for local players in an inflationary
arising from the Russian invasion of Ukraine has led
environment is a major threat in this category.
to the compounding of inflation pressures and further
deterioration in the global economy. Bread
Your Company was also affected by these developments There are significant opportunities to grow in this
and is addressing the twin challenges of rising inflation category by offering healthy and value added products
and muted consumer demand through product and expanding in newer geographies. Since demand for
innovation, sustainable cost saving measures and consumers is spread among unorganized and organized
calibrated price increases. players, there are opportunities for consolidation in
this category.
These measures and the innate strengths of its brands,
distribution network, human resources and technology However, increasing competition and high commodity
interventions are expected to be of significant prices pose challenges to the Company’s business.
48
DAIRY BUSINESS to address competition continues to pose challenges.

Further, the presence of regional players also affects
This category is expanding with the addition of value
the prospects for growth in this category.
added products to meet changing consumer needs
and experiences. The potential to leverage technology, INTERNATIONAL BUSINESS
scale and reach to achieve growth is attractive in this
industry. Since the dairy business is environment The International business was affected by decline
friendly, it has high salience for your Company’s long in demand due to Covid-19 pandemic, skyrocketing
term quest to develop sustainable businesses. commodity prices and abnormally high ocean freight
rates with disruption in shipping lead times.
The challenges continue to come from our
dependencies in milk procurement and manufacturing International Business continues to innovate with
through co-packers. To address this, your Company unique and tailor made launches such as Toastea
has been using the power of technology through Dry cake, Goodday Chunkies Soft baked cookies,
an app to monitor procurement and secure quality Britannia Black-seed digestives, etc. to cater to the
and productivity while curbing dependency on co- needs of various markets and ethnicities. Additionally,
packers by commissioning a state-of-the-art Dairy International Business has embarked on local
Manufacturing facility in Ranjangaon, Maharashtra. manufacturing in several emerging markets in MENA
The increasing trend in inputs prices such as labour region.
and raw material in recent times also pose major
challenges to this business. (F) RISKS AND CONCERNS
ADJACENT BUSINESS The broader trends in the economy are expected

to have a direct impact on your Company’s growth
Cream Wafers prospects as well. Inflation is expected to remain
This category offers immense potential for growth due elevated for the foreseeable future, driven by
to its fragmented nature, low category penetration and war-induced commodity price increases and broadening
few large competitors. However, there is an increase price pressures. In addition, the anticipated increase in
in competitive activities with the launch of many interest rates by Central Banks in the coming year are
differentiated and premium products by new entrants also expected to lower growth and exert pressure on
from the International Market at very competitive economies particularly those in emerging markets.
price points. This could impact the category expansion
In these circumstances, the ability to successfully
strategy.
navigate cost pressures would have a significant
Center Filled Croissants bearing on the overall performance of your Company.
Since this is a new category, it provides opportunities Diminishing purchasing power and demand due to the
to scale up the business to attain leadership in the economic circumstances could result in fundamental
domestic market. Increasing consumers awareness and shifts in consumer behaviors and adversely impact the
interests in this category continues to be a challenge to market for packaged food products. Migration to value
make Croissant the preferred choice of consumers. for money options could also lead to reduced growth
and profitability for your Company.
Salted Snacks
Salted Snacks is a large category which provides (G) FINANCIAL AND OPERATIONAL PERFORMANCE
ample opportunities for growth through disruptive The key highlights of the standalone financials are:
innovations. Since it is highly unorganized category,
established organizations with national presence and ` In Crores
prominent brands would leverage their strengths to Particulars 2021-22 2020-21
gain market share. Revenue from Operations 13,371.62 12,378.83
The requirement of significant investment in Profit Before Tax 2,145.12 2,379.44
advertisement, consumer promotions and discounts Net Profit 1,603.19 1,760.03
49
(H) SIGNIFICANT FINANCIAL RATIOS (J)

HUMAN RESOURCES AND INDUSTRIAL
RELATIONS
As per provisions of SEBI Listing Regulations, 2015,
the significant financial ratios are given below: Your Company continued to build sustenance around
various aspects of employee work life as well as organic
Particulars 2021-22 2020-21
ways of enhancing its image as an employer of choice.
Net Profit Margin % 11.7 13.9
Operating Profit Margin % 14.4 17.6 Best Employer, 2021: Your Company continued to
Debtors Turnover times 57.6 54.5 be recognized among the Top 15 Best Employers in
Stock Turnover times 43.7 49.9 India for the third consecutive year and was awarded
Debt Equity Ratio % 90.7 54.2 the Best Employer India, 2021 in the Kincentric Best
Current Ratio times 0.9 1.2 Employer Study.
Interest Service times 17.1 25.3 Great Manager Awards, 2021: Your Company has
Coverage Ratio been fostering an ecosystem where the best managerial
Return on Net Worth % 56.0 46.4 practices are nurtured and recognized on internal
and external platforms. Your Company believes that
(I) INTERNAL CONTROL SYSTEMS AND ADEQUACY
a great Company is known by its great managers and
Your Company’s Internal Control Systems are nominated top quartile managers (basis the annual
commensurate with the nature, size and complexity of engagement survey) to an external forum called Great
its business. Manager Awards (in partnership with Economic
The Directors have laid down internal financial controls Times and People Business). One of your Company’s
to be followed by your Company and such policies Managers was recognized as a Great Manager, 2021
and procedures have been adopted for ensuring the among the Top 75 Managers in the country from 5,000
orderly and efficient conduct of business, including participating managers.
adherence to Company’s policies, safeguarding of Top 30 Companies with Great Managers, 2021:
assets, prevention and detection of frauds and errors, Your Company has been recognized as one of the
accuracy and completeness of accounting records and
Top 30 Companies with Great Managers among 175
timely preparation of reliable financial information.
participating Companies. This is a proud moment and
An external independent firm carries out the internal prestigious recognition for your Company.
audit of your Company and reports its findings to the
Holistic Wellness: One of the key pillars of
Audit Committee on a regular basis. Internal Audit
sustainability under the People Agenda is Employee
provides assurance on functioning and quality of
internal controls along with adequacy and effectiveness Well-Being. Your Company focused on holistic
through periodic reporting. Internal Risk and Control wellness of colleagues as well as family members:
function also evaluates organizational risk along with a. Physical Wellness – Fitness Fridays, medical
controls required for mitigating those risks. concierge desk, continuous access to doctor and
Your Company has a Code of Business Conduct for all nutritionist on call and expert sessions focused
employees and a clearly articulated and internalized on physical wellness.
delegation of financial authority. These authority b. Emotional Wellness – Mindful Monday focused
levels are periodically reviewed by Management expert talks, 24/7 psychologist on call and hope
and modifications, if any, are submitted to the Audit circles for employees to have open conversations
Committee and Board for approval. Your Company to reinforce the importance of mental wellness.
also takes prompt action on any violations of the Code
of Business Conduct by its employees. c. Financial Wellness – Counselling on financial
planning and support in tax filing.
During the year under review, the Internal Financial
Control (IFC) Audit was carried out by the Statutory d. Social Wellness – Parenting tips, career guidance
Auditors, the Report of which is forming part of the programs, Little B Junior and Senior summer
Annual Report. camps for the children of employees.
50
Britannia for Britannians: Your Company nurtures (K) CAUTIONARY STATEMENT

home grown talent and provides opportunities for
employees to enhance their potential for bigger and Statements in this Management Discussion and
more challenging roles. Your Company continued to Analysis describing the Company’s objectives,
champion ‘Britannia for Britannians’ philosophy. expectations or predictions may be forward
looking within the meaning of applicable laws and
An objective talent intervention was undertaken to
regulations. Actual results could differ materially
enhance potential of leaders for higher roles and provide
them a career visibility as part of succession planning. from those expressed or implied. Important factors
This was done through a thorough assessment via a that could make a difference to your Company’s
leadership simulation, 360 feedback and personality operations include raw material availability and
assessment of high potential future leaders. Individual prices, cyclical demand and pricing in the Company’s
development plans were then built, and personalized principal markets, competitive actions, disruptions
interventions / learning journeys were charted out. caused by pandemic and natural calamities, changes
Industrial Relations: Your Company continues to in government regulations, tax regimes, economic
maintain harmonious Industrial Relations in all its developments in India and in countries in which the
Factories through regular connect with the Employees Company conducts business and other incidental
and their representatives. factors.
51
CORPORATE GOVERNANCE REPORT

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE
Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of
its stakeholders and firmly believes that the same could be achieved by maintaining transparency in its dealings,
creating robust policies and practices, effective processes and systems with clear accountability, integrity, transparency
governance practices and the highest standards of governance.
2. BOARD OF DIRECTORS
The Board has an optimum mix of Executive, Non-Executive and Independent Directors and is headed by a
Non-Executive Chairman, Mr. Nusli N Wadia. The Board of the Company is diverse in terms of qualification,
competence, skills and expertise which enables it to ensure long term value creation for all the stakeholders.
Composition of the Board as on 31 March 2022:
Category No. of Directors % to total number of Directors

Executive Director 2 18%
Non-Executive - Non Independent Directors 2 18%
Independent Directors (including woman director) 7 64%
Board Meetings:
During the year under review, Six (6) Board Meetings were held. These were on 2 April 2021, 27 April 2021, 30 July
2021, 8 November 2021, 28 January 2022 and 31 March 2022.The maximum gap between any two Board Meetings
held during the year was not more than 120 days.
Details of Directors, their Attendance and other Directorships/Committee Memberships as on 31 March 2022:
Name of the Director Director Attendance No. of other No. of No. of

Identification Companies Chairmanship/ equity
Board AGM
Number Directorships# Membership shares
Meetings held on
of Committee held
6 September,
of Other
2021
Companies ##
(through VC)
Promoter and Non-Executive Directors
Mr. Nusli N Wadia, 00015731 6 Yes 3 Nil 4,500
Chairman
Mr. Ness N Wadia 00036049 6 Yes 4 Member-4 16,202
Executive Director
Mr. Varun Berry, 05208062 6 Yes 3 Nil Nil
Managing Director
Mr. N Venkataraman, 05220857 3 Yes 1 Nil Nil
Executive Director and
Chief Financial Officer
Independent Directors
Mr. Avijit Deb 00047233 6 No Nil Nil Nil
Mr. Keki Dadiseth 00052165 6 Yes 1 Member-1 Nil
52
Name of the Director Director Attendance No. of other No. of No. of

Identification Companies Chairmanship/ equity
Board AGM
Number Directorships# Membership shares
Meetings held on
of Committee held
6 September,
of Other
2021
Companies ##
(through VC)
Dr. Ajai Puri 02631587 6 Yes Nil Nil Nil
Dr. Ajay Shah 01141239 5 Yes Nil Nil Nil
Dr. Y.S.P. Thorat 00135258 6 Yes 2 Chairman- 2 113
Member- 1
Mr. Keki Elavia 00003940 4 Yes 6 Chairman- 3 Nil
Member- 4
Mrs. Tanya Dubash 00026028 4 Yes 7 Member- 2 Nil
# Excludes Directorship in Foreign Companies, Private Companies and Companies under Section 8 of the Companies Act, 2013.
## For the purpose of the Chairmanship and Membership of Committees, only the Audit Committee and Stakeholders Relationship Committee of Public Limited
Companies are considered.
Note:
• Mr. Jeh N Wadia, Non-Executive Director of the Company ceased to be the Director of the Company w.e.f.
6 September 2021.
• Dr. Urjit Patel resigned from the directorship w.e.f. 31 January 2022. He resigned due to his new full time work
assignment and time constraints and confirmed that there is no other material reason for his resignation.
• Mr. N Venkataraman was appointed as a Whole-time Director designated as Executive Director and
Chief Financial Officer of the Company for a period of five (5) years w.e.f. 30 July 2021 upto 29 July 2026.
• None of the Directors, except Mr. Nusli N Wadia and Mr. Ness N Wadia are relatives in terms of Section 2(77)
of the Companies Act, 2013 read with Companies (Specification of definitions details) Rules, 2014.
Directorships in Listed Entities as on 31 March 2022:
Sl. Name of the Name of the Listed Entity Category of Directorship

No. Director
1. Mr. Nusli N Britannia Industries Limited
Wadia
The Bombay Dyeing and Manufacturing
Company Limited Non-Executive Promoter Director
The Bombay Burmah Trading Corporation
Limited
2. Mr. Ness N Britannia Industries Limited
Wadia
Non-Executive Promoter Director
Company Limited
National Peroxide Limited
The Bombay Burmah Trading Corporation
Executive Director
Limited
53
Sl. Name of the Name of the Listed Entity Category of Directorship

No. Director
3. Mr. Varun Britannia Industries Limited Executive Director
Berry
Page Industries Limited Non-Executive Independent Director
4. Mr. Avijit Deb Britannia Industries Limited Non-Executive Independent Director
5. Mr. Keki Britannia Industries Limited
Dadiseth Non-Executive Independent Director
JM Financial Limited
6. Dr. Ajai Puri Britannia Industries Limited Non-Executive Independent Director
7. Dr. Ajay Shah Britannia Industries Limited Non-Executive Independent Director
8. Dr. Y.S.P Britannia Industries Limited
Thorat
The Bombay Burmah Trading Corporation Non-Executive Independent Director
Limited
9. Mr. Keki Elavia Britannia Industries Limited
Company Limited
Dai-Ichi Karkaria Limited Non-Executive Independent Director
Grindwell Norton Limited
Sterling and Wilson Renewable Energy
Limited
10. Mrs. Tanya Godrej Industries Limited Executive Director
Dubash
Godrej Agrovet Limited Non-Executive - Non Independent Director
Britannia Industries Limited Non-Executive Independent Director
Godrej Consumer Products Limited Non-Executive Promoter Director
Escorts Limited Non-Executive Independent Director
11. Mr. N Britannia Industries Limited Executive Director
Venkataraman*
* Mr. N Venkataraman was appointed as a Whole-time Director designated as Executive Director and Chief
Financial Officer of the Company for a period of five (5) years w.e.f. 30 July 2021 upto 29 July 2026.
54
Matrix highlighting core skills/expertise/competencies of the Board of Directors:

The Board of Directors have identified the following skills required for the Company and the availability of such
skills with the Board of Directors:
Mr. N Venkataraman
Mrs. Tanya Dubash
Mr. Nusli N Wadia
Mr. Keki Dadiseth
Mr. Ness N Wadia

Mr. Varun Berry
Dr. Y.S.P Thorat

Mr. Keki Elavia
Skills/Expertise/Competencies
Mr. Avijit Deb
Dr. Ajay Shah

Dr. Ajai Puri
Leadership of large organizations
Experience of leading operations of large organizations
with deep understanding of complex business processes, √ √ √ √ √ √ √
regulatory and governance environment, risk management
and ability to visualize and manage change.
Visioning and Strategic Planning
Expertise in developing and implementing strategies for
sustainable and profitable growth in consumer and FMCG √ √ √ √ √ √ √
industry in the changing business environment. Ability to
assess the strength and weaknesses of the Company and
devise strategies to gain competitive advantage.
Consumer Insights and Innovation
Insights of consumer behaviour and experience in √ √ √ √ √ √
understanding trends of consumer preferences and
innovation management.
Financial Management and Accounting
Expertise in understanding and management of complex
financial functions and processes of large organisations, deep √ √ √ √ √ √ √ √ √
knowledge of accounting, finance and treasury for financial
health of the Company.
Supply Chain Management
Ability and expertise in the management of complex supply
chain operations including analysis of commodity trends
and procurement at scale in large organizations. √ √ √ √ √ √ √
Understanding technological developments in supply
chain management and experience in leveraging the use of
technology in supply chains.
Knowledge and expertise of Trade and Economic Policies
Possessing knowledge and expertise of various trade and √ √ √ √ √ √ √ √
economic policies, ability to analyse their impact on the
business of the Company and devise revised strategies.
Governance and Regulatory requirements of large
Companies
Knowledge and experience in regulatory and governance √ √ √ √ √ √ √
requirements and ability to identify key risks affecting the
governance of the Company.
55
3. BOARD OF DIRECTORS AND COMMITTEES

The details of the Committees of the Board are given below:
a. Audit Committee:
The Audit Committee comprises of Mr. Keki Elavia, as Chairman and Mr. Keki Dadiseth, Mr. Avijit Deb,
Mr. Ness N Wadia, Dr. Y.S.P Thorat as Members of the Committee.
The Company Secretary is the Secretary to the Committee.
The composition, powers, role and terms of reference of the Committee are in accordance with the requirements
of Section 177 of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 read with
Part C of Schedule II of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as SEBI Listing Regulations, 2015). Apart from the above, the Committee also carries out such
responsibilities entrusted upon it by the Board of Directors from time to time.
During the year under review, Seven (7) Committee Meetings were held. These were on 13 April 2021, 27 April
2021, 30 July 2021, 4 October 2021, 8 November 2021, 4 January 2022 and 28 January 2022. The maximum gap
between any two Meetings of the Committee held during the year was not more than 120 days.
All the Members of the Committee are financially literate and Mr. Keki Elavia, Mr. Keki Dadiseth and
Dr. Y.S.P. Thorat possess financial management expertise.
The Managing Director, Executive Director and Chief Financial Officer, Statutory Auditors and Internal Auditors
are invitees to the meetings of the Committee.
Broad Terms of Reference of the Committee inter-alia include:
• Review of Company’s financial statements, internal financial reporting process and effectiveness of audit
process;
• Review of adequacy, reliability and effectiveness of internal financial controls, risk management process
and vigil mechanism;
• Appointment and performance evaluation of statutory and internal auditors;
• Approval of related party transactions and subsequent material modifications thereon;
• Monitoring of process for compliance with laws, regulations and the code of conduct;
• Review of compliance with provision of SEBI (Prohibition of Insider Trading) Regulations, 2015;
• Scrutiny of inter-corporate loans and investments;
• Review of utilization of loans and/or advances from/investment by the holding Company in the subsidiary
exceeding `100 Crore or 10% of the asset size of the subsidiary, whichever is lower including existing
loans/advances/investments.
Internal Audit:
M/s. Ernst and Young LLP, Internal Auditors of the Company have carried out the Internal Audit for F.Y. 2021-22.
The reports and findings of the Internal Auditor are periodically reviewed by the Audit Committee. The Board
of Directors at their Meeting held on 2 May 2022 appointed M/s. BDO India LLP, as Internal Auditors of the
Company for F.Y. 2022-23.
b. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee comprises of Mr. Keki Dadiseth, as Chairman and Mr. Nusli N
Wadia, Dr. Ajai Puri, as Members of the Committee.
The Board of Directors at their Meeting held on 2 May 2022 appointed Mr. Avijit Deb and Mr. Ness N Wadia as
Members of the Committee.
The Company Secretary is the Secretary to the Committee.
56
under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the SEBI
Listing Regulations, 2015. Apart from the above, the Committee also carries out such responsibilities entrusted
upon it by the Board of Directors from time to time.
During the year under review, Three (3) Committee Meetings were held. These were on 27 April 2021, 30 July
2021 and 31 March 2022.
• Recommendation of nominations for membership of the Board, its Committees and the leadership team
of the Company including Key Managerial Personnel (‘KMP’) as defined by the Companies Act, 2013 and
Senior Management.
• Formulation of criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key
Managerial Personnel and other employees.
• Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.
• Evaluation of performance of the Board, its Committees and individual Directors.
• Devising a policy on diversity of Board of Directors.
• Recommendation of remuneration payable to senior management.
Evaluation of Performance of the Board, its Committees and Directors
Pursuant to the provisions of the Companies Act, 2013 read with the rules made thereunder and SEBI Listing
Regulations, 2015, performance evaluation of Directors, Committees and the Board as a whole was carried out.
The performance of every Director and the Board as a whole was evaluated by the Nomination and Remuneration
Committee and the Board, seeking inputs from all the Directors. The performance of the Committees was
evaluated by the Board seeking inputs from the Committee members.
A separate meeting of Independent Directors was also held to review:
• Performance of the Non-Independent Directors and the Board as a whole.
• erformance of the Chairman of the Company taking into account the views of Executive Directors and
P
Non-Executive Directors.
The criteria for performance evaluation of the Directors, Committees and the Board as a whole include aspects
like composition, effectiveness of processes & meetings and other measures. The criteria for performance
evaluation of the individual Directors include aspects like professional conduct, competency, contribution to
the Board and Committee Meetings and other measures. In addition, the performance of the Chairman is also
evaluated on key aspects of his roles and responsibilities.
Remuneration Policy
The Company has adopted the Remuneration Policy for Directors, Key Managerial Personnel and other employees
as required under Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of
SEBI Listing Regulations, 2015. The salient features of the Remuneration Policy are as follows:
• To evaluate the performance of the members of the Board and provide a necessary report to the Board for
further evaluation of the Board.
• To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and
Senior Management.
• To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort,
performance, dedication and achievement relating to the Company’s operations.
• To retain, motivate and promote talent and to ensure long term sustainability of talented managerial
persons and create competitive advantage.
57
Board Diversity
The Company has adopted the Policy on Board Diversity as required under Regulation 19 read with Part D of
Schedule II of SEBI Listing Regulations, 2015.
Succession Planning
The Nomination and Remuneration Committee works with the Board for succession planning for its Directors,
KMPs and Senior Management.
Remuneration to Managing Director
Mr. Varun Berry was appointed as Managing Director for a period of five (5) years with effect from 1 April 2014 to
31 March 2019. The Board at its Meeting held on 15 May 2018 has approved the re-appointment of Mr. Varun Berry
as Managing Director of the Company for a period of five (5) years with effect from 1 April 2019 to 31 March 2024.
The re-appointment, and terms thereof, including remuneration was approved by the Members of the Company at
the 99th Annual General Meeting held on 6 August 2018.
The remuneration (including performance linked incentive) is within the limits and conditions approved by the
Members and are decided by the Board of Directors on the recommendations of the Nomination and Remuneration
Committee based on merit, key result areas and Company’s performance for the year.
As per the service agreement, either party is entitled to terminate the employment by giving not less than six
calendar months prior notice in writing to the other party, provided that the Company shall be entitled to terminate
the incumbent’s employment at any time by payment of six months’ basic salary in lieu of such notice.
The details of remuneration paid/payable to Mr. Varun Berry for financial year 2021-22 are as follows:
Salary/Benefits Performance Linked Incentives / Other Bonus Total
(`) (`) (`)
6,74,82,068 4,71,77,877 11,46,59,945*
*Excludes ` 33,13,20,180 paid during the year on exercise of Phantom Options under Britannia Industries Limited Phantom Option Scheme.
Note:
Certain employee benefits which are based on actuarial valuation done on an overall Company basis and
perquisites are excluded from the above-mentioned salary and benefits.
Remuneration to Whole Time Director
Mr. N Venkataraman was appointed as a Whole Time Director designated as Executive Director and
Chief Financial Officer for a period of five (5) years with effect from 30 July 2021 upto 29 July 2026. The said
appointment, its terms and conditions including remuneration was approved by the Members of the Company
at the 102nd Annual General Meeting held on 6 September 2021.
The remuneration (including performance linked incentive) is within the limits and conditions approved
by the Members and are decided by the Board of Directors on the recommendations of the Nomination and
Remuneration Committee based on merit, key result areas and Company’s performance for the year.
As per the service agreement, either party is entitled to terminate the employment by giving not less than six
calendar months prior notice in writing to the other party, provided that the Company shall be entitled to
terminate the incumbent’s employment at any time by payment of six months’ basic salary in lieu of such notice.
58
The details of remuneration paid/payable to Mr. N Venkataraman for financial year 2021-22 are as follows:
Salary/Benefits Performance Linked Incentives / Other Bonus Total
(`) (`) (`)
2,05,72,891 1,16,70,305 3,22,43,196
Note:
Certain employee benefits which are based on actuarial valuation done on an overall Company basis and
perquisites are excluded from the above-mentioned salary and benefits.
Remuneration to Non-Executive Directors
The Non-Executive Directors are entitled to Commission on the net profits of the Company in addition to sitting
fees for attending the meetings. The Board collectively decides the aggregate amount of Commission for each
year. The amount of Commission payable to individual Non-Executive Directors is determined based on their
attendance and contribution at the meetings of the Board of Directors and its Committees as well as time spent
on operational matters other than at the meetings. The Members of the Company have approved the payment
of Commission to Non-Executive Directors at the 95th Annual General Meeting held on 12 August 2014.
The details of Sitting fee and Commission to Non-Executive Directors for financial year 2021-22 are given below:
Name of the Director Sitting Fee (`) Commission (`) Total (`)
Mr. Nusli N Wadia 5,40,000 7,33,49,800 7,38,89,800
Mr. Avijit Deb 9,00,000 38,37,400 47,37,400
Mr. Jeh N Wadia* 1,20,000 4,65,100 5,85,100
Mr. Keki Dadiseth 11,60,000 47,67,700 59,27,700
Dr. Ajai Puri 6,60,000 58,78,300 65,38,300
Mr. Ness N Wadia 7,20,000 75,16,500 82,36,500
Dr. Ajay Shah 4,40,000 18,60,600 23,00,600
Dr. Y.S.P Thorat 10,40,000 60,70,000 71,10,000
Mr. Keki Elavia 6,80,000 39,53,700 46,33,700
Mrs. Tanya Dubash 3,00,000 11,62,800 14,62,800
Dr. Urjit Patel** 3,00,000 11,62,800 14,62,800
Total 68,60,000 11,00,24,700 11,68,84,700
*Mr. Jeh N Wadia, Non-Executive Director ceased to be the Director of the Company w.e.f. 6 September 2021.
**Dr. Urjit Patel resigned from the directorship of the Company w.e.f. 31 January 2022.
The Commission amount as mentioned above will be paid after the adoption of financial statements for the
financial year ended 31 March 2022 by the Members of the Company.
During the year under review, the Non-Executive Directors did not have any other pecuniary relationship
or transactions with the Company other than those mentioned in the Note No. 43 of Standalone Financial
Statements.
c. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee comprises of Mr. Avijit Deb, as Chairman and Mr. Varun Berry,
Dr. Y.S.P. Thorat as Members of the Committee.
of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of SEBI Listing
Regulations, 2015.
Mr. T.V. Thulsidass is the Company Secretary and Compliance Officer of the Company.
During the year under review, One (1) meeting of Stakeholders’ Relationship Committee was held on 21 March
2022.
59

• Approval and monitoring of transmission, split, consolidation, dematerialization and re-materialisation of
shares/securities and issuance of duplicate share/security certificates by the Company;
• Overseeing various issues relating to security holders, including redressal of complaints relating to
transmission of shares, non-receipt of annual reports, non-receipt of dividends declared, issue of new/
duplicate certificates, general meetings etc.;
• Review of adherence to the service standards adopted by the listed entity in respect of various services
being rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the Company for effective exercise of voting
rights by the shareholders, reducing the quantum of unclaimed dividends/debenture interest and ensuring
timely receipt of dividend/debenture interest/annual reports/statutory notices by the shareholders of the
Company.
Shareholders Complaints are redressed through SEBI Complaints Redress System (SCORES).
Statement of Shareholders’ Complaints as on 31 March 2022:
No. of Shareholders’ complaints received during the financial year 43

No. of complaints not resolved to the satisfaction of Shareholders 0
No. of pending complaints 0
d. Finance Committee:
The Finance Committee comprises of Mr. Nusli N Wadia, as Chairman and Mr. Ness N Wadia, Mr. Varun Berry
as Members of the Committee.
The broad terms of reference of the Committee are to approve investments / divestments of funds of the Company
within the limits prescribed by the Board from time to time.
During the year under review, no meetings of Finance Committee was held.
e. Strategy and Innovation Steering Committee:
The Strategy and Innovation Steering Committee comprises of Mr. Nusli N Wadia, as Chairman and Mr. Varun Berry,
Mr. Ness N Wadia, Mr. Keki Dadiseth, Dr. Ajai Puri, Dr. Ajay Shah, Dr. Y.S.P. Thorat, Mrs. Tanya Dubash as Members
of the Committee.
The broad terms of reference of the Committee inter-alia include review and formulation of Company’s business plans
& strategies, product plans and technical development activities.
During the year under review, no meeting of Strategy & Innovation Steering Committee was held.
f. Corporate Social Responsibility (CSR) Committee:
The Corporate Social Responsibility (CSR) Committee comprises of Mr. Ness N Wadia, as Chairman and
Mr. Keki Dadiseth, Dr. Ajai Puri, Dr. Y.S.P. Thorat, as Members of the Committee.
under Section 135 of the Companies Act, 2013.
During the year under review, the Committee met once on 4 January 2022.
60

• Formulation and recommendation to the Board, a Corporate Social Responsibility Policy which shall
indicate the activities to be undertaken by the Company as specified in Schedule VII of the Companies
Act, 2013;
• Formulate and recommend to the Board, an annual action plan in pursuance of its CSR policy in consonance
with the long term vision and strategy of Company in respect of CSR activities
• Recommendation of the amount of expenditure to be incurred on CSR activities; and
• Monitoring compliance to the CSR Policy of the Company.
g. Risk Management Committee
The Risk Management Committee comprises of Dr. Ajay Shah, as Chairman and Mr. Keki Dadiseth, Dr. Y.S.P. Thorat,
Mr. Keki Elavia, Mr. Varun Berry, Mr. N Venkataraman as Members of the Committee.
The composition, powers, role and terms of reference of the Committee are in accordance with the requirements of
Regulation 21 read with Part D of Schedule II of SEBI Listing Regulation, 2015. Apart from the above the Committee
also carries out such functions/responsibility entrusted on it by the Board of Director from time to time.
During the year under review, the Committee met twice on 11 March 2022 and 21 March 2022. The maximum gap
between any two meetings of the Committee held during the year was not more than 180 days.
• To formulate a detailed risk management policy which shall include:
- A framework for identification of internal and external risks specifically faced by the listed entity, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee.
- Measures for risk mitigation including systems and processes for internal control of identified risks.
-
Business continuity plan.
• To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
• To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
• To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;
• To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;
• To approve appointment, removal and terms of remuneration of the Chief Risk Officer (if any).
h. IT Committee
The IT Committee comprises of Dr. Ajay Shah, as Chairman and Mr. Varun Berry as Member of the Committee.
During the year under review, no meeting of IT Committee was held.
i. Bonus Debentures Committee
The Bonus Debentures Committee constituted by the Board of Directors at their Meeting held on 7 October 2018
comprises of Mr. Keki Elavia, Mr. Ness N Wadia, Mr. Varun Berry as Members of the Committee.
61
The ‘Bonus Debenture Committee 2020’ constituted by the Board of Directors at their Meeting held on 5 October
2020 comprises of Mr. Keki Elavia, Mr. Avijit Deb, Mr. Varun Berry and Mr. N Venkataraman, Executive Director and
Chief Financial Officer as Members of the Committee. This Committee met on 17 May 2021 and 3 June 2021 during
the year under review.
j. Attendance of Directors/Members at Meetings of Committees:
The Attendance of Directors/Members at Meetings of aforementioned Committees held is given below:
Name of the Directors/Members ACM NRC SRC CSR RMC BDC

Mr. Nusli N Wadia - 3/3 - - - -
Mr. Varun Berry - - 1/1 - 2/2 2/2
Mr. Avijit Deb 7/7 - 1/1 - - 2/2
Mr. Keki Dadiseth 7/7 3/3 - 1/1 2/2 -
Dr. Ajai Puri - 3/3 - 1/1 - -
Mr. Ness N Wadia 5/7 - - 1/1 - -
Dr. Ajay Shah - - - - 2/2 -
Dr. Y.S.P. Thorat 7/7 - 1/1 1/1 2/2 -
Mr. Keki Elavia 6/7 - - - 2/2 2/2
Mrs. Tanya Dubash - - - - - -
Mr. N Venkataraman - - - - 2/2 2/2
ACM- Audit Committee, NRC- Nomination and Remuneration Committee, SRC- Stakeholders’ Relationship
Committee, CSR- Corporate Social Responsibility Committee, RMC- Risk Management Committee, BDC- Bonus
Debenture Committee, 2020.
4. INDEPENDENT DIRECTORS:
In the opinion of the Board, the Independent Directors fulfil the conditions specified in SEBI Listing Regulations, 2015
and all are independent of the Management.
The Independent Directors are appointed/re-appointed by the Members of the Company and letter of appointment
is issued to them as per Schedule IV of the Companies Act, 2013. The terms and conditions of appointment/re-
appointment of Independent Directors are disclosed on the website of the Company.
Weblink: http://britannia.co.in/pdfs/statutory_disclosures/Letter-of-Appointment-for-Independent-Director.pdf
During the year under review, Meeting of the Independent Directors was held on 31 March 2022, without the attendance
of Non-Independent Directors and Members of the Management, inter alia, to evaluate:
• Performance of Non-Independent Directors and the Board as a whole;
• Performance of the Chairperson of the Company, taking into account the views of Executive Director and Non-
Executive Directors;
• The quality, quantity and timeliness of flow of information between the Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties.
All the Independent Directors except Mr. Keki Elavia attended the Meeting.
Familiarization Programme:
At the time of induction, the Company familiarizes the Independent Directors with industry outlook, business strategy,
Company’s operations, their roles and responsibilities, etc. Thereafter, the Independent Directors are provided with
necessary presentations, documents, reports, internal policies and updates to familiarise them with the Company’s
business, policies, procedures and practices at various meetings held during the year.
62
The details of such Familiarization Programs for Independent Directors are disclosed on the website of the Company.
Weblink: http://britannia.co.in/pdfs/statutory_disclosures/Familiarisation%20Programme.pdf
5. GENERAL BODY MEETINGS
a. Location and time where the last three Annual General Meetings were held and the Special Resolutions
passed thereat:
Date Location Time Special Resolution Passed

6 September Through Video 3:00 P.M. • Appointment of Dr. Urjit Patel (DIN: 00175210) as
2021 Conference an Independent Director of the Company.
• Re-appointment of Dr. Y.S.P. Thorat
(DIN: 00135258) as an Independent Director of
the Company.
• Re-appointment of Dr. Ajay Shah (DIN: 01141239)
as an Independent Director of the Company.
• Termination of the existing Britannia Industries
Limited- Employee Stock Option Scheme and
replacing with Britannia Industries Limited-
Phantom Option Scheme 2021 and replacing
the options under Britannia Industries Limited-
Employee Stock Option Scheme with the Options
under Britannia Industries Limited- Phantom
Option Scheme 2021.
• Approval of the remuneration payable to
Mr. Nusli N Wadia (DIN: 00015731), Chairman and
Non-Executive Director of the Company, for the
F.Y. 2020-21.
• Appointment of Mr. N Venkataraman
(DIN: 05220857) as a Whole-Time Director
designated as Executive Director and Chief
Financial Officer of the Company.
7 July 2020 Through Video 11:00 A.M. None
Conference
9 August Hyatt Regency, JA-1, 11:00 A.M. • Re-appointment of Mr. Avijit Deb (DIN: 00047233)
2019 Sector 3, Salt Lake City, as an Independent Director of the Company.
Kolkata - 700 098 • Re-appointment of Mr. Keki Dadiseth
(DIN: 00052165) as an Independent Director of
the Company.
• Re-appointment of Dr. Ajai Puri (DIN: 02631587)
as an Independent Director of the Company.
b. Resolution passed through Postal ballot during financial year 2021-22:
During the year, the Company has not passed any resolution through postal ballot.
c. Whether any Special Resolution is proposed to be passed through postal ballot this year: Currently, there is
no proposal to pass any Special Resolution through Postal Ballot. Special Resolutions by way of Postal Ballot, if
required to be passed in the future, will be decided at the relevant time.
63
6. MEANS OF COMMUNICATION
Annual Reports, notice of the meetings and other communications to the Shareholders are sent through e-mail, post
or courier.
Quarterly, half-yearly and yearly financial results of the Company are published as per the requirements of Regulation
33, 47, 52 and other applicable provision of the SEBI Listing Regulations, 2015 in leading newspapers i.e., Financial
Express (all editions) and Sangbad Pratidin (Kolkata edition). The financial results, press releases and other reports/
intimations required under the SEBI Listing Regulations, 2015 are filed electronically with National Stock Exchange
of India Limited (NSE) and BSE Limited (BSE) and also uploaded on the Company’s website: www.britannia.co.in.
Pursuant to the provision of SEBI Listing Regulation, 2015 the presentations made to analysts/institutional investors,
transcripts and call recordings are uploaded on the website of the Company.
Weblink: http://britannia.co.in/investors/presentations.
7. GENERAL SHAREHOLDER INFORMATION
(i) Annual General Meeting - Date, time and venue:
Tuesday, 28 June 2022 at 3.30 P.M. IST through Video Conference (“VC”)/Other Audio Visual Means (“OAVM”)
(ii) Financial Year: 1 April 2022 to 31 March 2023
Tentative Calendar for approval of Financial Results is given below:
Period Timeline
For the first quarter ending 30 June 2022 2nd week of August 2022
For the second quarter and half year ending 30 September 2022 2nd week of November 2022
For the third quarter ending 31 December 2022 2nd week of February 2023
For the fourth quarter and year ending 31 March 2023 4th week of May 2023
(iii) Book closure period: Wednesday, 22 June 2022 to Tuesday, 28 June 2022 (both days inclusive)
(iv) Dividend Payment date: Dividend, if declared, will be paid/dispatched within the time prescribed under law.
(v) Listing on Stock Exchanges:
The Company’s equity shares and debentures are listed on:
Name of the Address Stock Code

stock exchange Equity shares of Secured, Non Unsecured, Non-
face value of ` 1 Convertible Convertible
each Redeemable Redeemable
Debentures of face Debentures of face
value of ` 30 each value of ` 29 each
BSE Limited Phiroze Jeejeebhoy 500825 936908 937561
(BSE) Towers, Dalal Street, ISIN- ISIN - ISIN -
Fort, Mumbai - 400 001 INE216A01030 INE216A07052 INE216A08027
National Stock Exchange Plaza, 5 Floor, BRITANNIA BRITANNIA BRITANNIA
Exchange of India Bandra Kurla Complex, ISIN - ISIN - ISIN -
Limited (NSE) Bandra (East), INE216A01030 INE216A07052 INE216A08027
Mumbai - 400 051
The Annual Listing fees for equity shares and debentures have been paid to the aforesaid Stock Exchanges for
F.Y. 2022-23.
64
(vi) Stock Price Data:
Month BSE BSE NSE NSE

(In `) (Sensex (In `) (Nifty
High Low Closing Closing) High Low Closing Closing)
2021
April 3,850.00 3,438.20 3,448.80 48,782.36 3,850.00 3,437.00 3,449.00 14,631.10
May 3,554.75 3,372.60 3,447.70 51,937.44 3,555.00 3,371.40 3,447.85 15,582.80
June 3,704.00 3,442.25 3,650.30 52,482.71 3,709.90 3,442.00 3,649.65 15,721.50
July 3,660.00 3,380.00 3,420.05 52,586.84 3,661.00 3,378.00 3,423.40 15,763.05
August 4,025.95 3,432.50 3,997.65 57,552.39 4,027.30 3,440.05 3,997.50 17,132.20
September 4,152.05 3,940.55 3,948.40 59,126.36 4,153.00 3,940.30 3,948.95 17,618.15
October 3,991.00 3,607.80 3,670.00 59,306.93 3,993.15 3,605.85 3,675.75 17,671.65
November 3,762.75 3,471.75 3,547.25 57,064.87 3,760.00 3,469.10 3,545.50 16,983.20
December 3,659.20 3,430.00 3,606.70 58,253.82 3,658.35 3,430.10 3,606.00 17,354.05
2022
January 3,800.00 3,431.30 3,534.90 58,014.17 3,800.95 3,430.25 3,535.30 17,339.85
February 3,708.90 3,330.00 3,427.85 56,247.28 3,710.00 3,327.35 3,427.45 16,793.90
March 3,438.00 3,050.00 3,204.30 58,568.51 3,439.55 3,050.00 3,206.40 17,464.75
Stock Performance (Comparison of closing price / index value on the respective dates):
Britannia v/s Sensex

4100 70000
3900 60000
3700 50000
Share Price
3500 40000
3300 30000
3100 20000
2900 10000
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Price (Britannia) (Closing) Sensex
65
Britannia v/s Nifty

4100 18000
3900 17000
3700 16000
Share Price
3500 15000
3300 14000
3100 13000
2900 12000
Apr-21
May-21
Jun-21
Jul-21
Aug-21
Sep-21
Oct-21
Nov-21
Dec-21
Jan-22
Feb-22
Mar-22
Price (Britannia) Closing (Nifty)
(vii) Investor Education and Protection Fund (IEPF):

During F.Y. 2021-22, the Company has transferred unclaimed dividend of ` 70,68,420 and unclaimed debenture
interest of ` 8,16,391.20 to IEPF in accordance with the provisions of Section 125 of the Companies Act, 2013
read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016
(including amendments thereof).
As on 31 March 2022, the Company’s unclaimed dividend balance was ` 37,40,51,525 and unclaimed debenture
interest pertaining to Bonus Debentures allotted on 28 August 2019 was ` 1,66,76,314.20/-
Pursuant to the provisions of Section 124 (6) of the Companies Act, 2013, Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments thereof) read
with circulars and notifications issued thereunder, all the shares in respect of which dividend has not been
paid or claimed for 7 consecutive years or more shall be transferred by the Company in the name of Investor
Education and Protection Fund (IEPF).
In accordance with the aforesaid provisions, the Company has transferred 1,15,066 equity shares held by 65
shareholders as on 31 March 2014 whose dividends were remaining unpaid/unclaimed for 7 consecutive years
i.e., from F.Y. 2013-14 to IEPF.
Any shareholder whose shares are transferred to IEPF can claim the shares by making an online application in
Form IEPF-5 (available on www.iepf.gov.in) along with the fee prescribed to the IEPF authority with a copy to
the Company.
Reminders are sent to the Shareholders who have not claimed their dividends and whose shares are due to be
transferred to IEPF in accordance with provisions of Companies Act, 2013 and IEPF Rules made thereunder.
(viii) Registrar and Transfer Agent:
M/s. KFin Technologies Limited (formerly known as KFin Technologies Private Limited) is the Registrar and
Transfer Agent of the Company which manages the entire share registry work, both Physical and Electronic.
66
Accordingly, all documents for transfer, transmission, issue of duplicate share certificate, demat/remat and other
communications in relation thereto should be sent to the address mentioned below:
KFin Technologies Limited
Unit: Britannia Industries Limited
Selenium Building, Tower – B, Plot No. 31 & 32, Financial District,
Nanakramguda, Serilingampally, Hyderabad – 500032
Tel. No.: +91 40 6716 2222; Fax No.: +91 40 2300 1153; Toll Free No.: 1800 3094001
E-mail Id: [email protected]; Website: www.kfintech.com
(ix) Share Transfer System:
Shareholders’ requests for transfer / transmission of equity shares and other related matters are handled by
Registrar and Transfer Agent and are effected within stipulated timelines, if all the documents are valid and in
order.
Pursuant to the provisions of Regulation 40 of the SEBI Listing Regulations, 2015, securities can be transferred
only in dematerialised form w.e.f. 1 April 2019. Members are requested to convert their physical holdings
into demat form and may write to Mr. T.V. Thulsidass, Company Secretary at [email protected] or
[email protected] or to Registrar and Share Transfer Agent in case they wish to get their securities
dematerialized.
The Company obtains half-yearly certificate from a Company Secretary in Practice confirming the issue of share
certificates for transfer, sub-division, consolidation etc., and submits a copy thereof to the Stock Exchanges
in terms of Regulation 40(9) of SEBI Listing Regulations, 2015. Further, the Compliance Certificate under
Regulation 7(3) of the SEBI Listing Regulations, 2015 confirming that all activities in relation to both physical
and electronic share transfer facility are maintained by Registrar and Share Transfer Agent registered with the
Securities and Exchange Board of India is also submitted to the Stock Exchanges on a half yearly basis.
(x) Distribution of shareholding as on 31 March 2022:
Group of Shares No. of % to total no. of No. of % to

Shareholders shareholders shares held total shares
1-500 3,29,948 97.01 80,12,537 3.33
501-1000 3,469 1.02 26,36,724 1.09
1001-2000 3,226 0.95 43,55,364 1.81
2001-10000 2,643 0.78 98,39,703 4.09
10001 and above 826 0.24 21,60,23,968 89.69
Total 3,40,112 100.00 24,08,68,296 100.00
(xi) Dematerialization of Shares:
The Company’s shares are available for dematerialization/re-materialization with both the Depositories i.e.,
National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Requests for the same are processed within 15 days of receipt, if all the documents are valid and in order. As on
31 March 2022, out of the total 24,08,68,296 equity shares, 23,82,37,222 equity shares representing 98.91 % of
the total paid up share capital were held in dematerialised form with NSDL and CDSL.
(xii) Outstanding GDRs / ADRs / warrants or any convertible instruments, conversion dates and likely impact on
equity:
Not Applicable.
67
(xiii) Bonus Debentures

a. Secured, Non–Convertible, Redeemable fully paid up Debentures of face value ` 30/- each.
The Company allotted 24,03,18,294 3 year Secured, Non–Convertible, Redeemable fully paid up
Debentures of ` 30/- each, bearing interest at 8% p.a., to the Members of the Company, as on the Record
Date, Friday, 23 August 2019 as per the ratio stipulated in the Scheme of Arrangement i.e., 1 fully paid-up
Debenture of face value of ` 30/- each for every 1 fully paid-up equity share of face value of Re 1/- each.
The final listing and trading approval for the bonus debentures was received from the BSE Limited and
National Stock Exchange of India Limited on 7 October 2019 and the bonus debentures were listed on
both the exchanges w.e.f. 9 October 2019.
Interest Payment:
The Company paid 2nd year interest on 3 year Secured, Non-Convertible Redeemable, Fully Paid-up
Debentures of face value of ` 30/- each, bearing interest at 8% p.a on 30 August, 2021 to the Debenture
Holders as on record date 26 August 2021.
b. Unsecured, Non-Convertible, Redeemable, fully paid-up Bonus Debentures of face value of ` 29/- each
The Company allotted 24,08,68,296 Unsecured, Non-Convertible, Redeemable, fully paid-up Bonus
Debentures of face value of ` 29/- each, bearing interest at 5.5% p.a., to the Members of the Company,
as on the Record Date, Thursday, 27 May 2021, as per the ratio stipulated in the Scheme of Arrangement
i.e., 1 fully paid-up Debenture of face value of ` 29/- each for every 1 fully paid-up equity share of face
value of Re 1/- each.
The final listing and trading approval for the bonus debentures was received from the BSE Limited and
National Stock Exchange of India Limited on 16 July 2021 and the bonus debentures were listed on both
the exchanges w.e.f. 20 July 2021.
Pursuant to the directions issued by SEBI, the bonus debentures were allotted in dematerialised form to
all the members holding shares in demat form. The bonus debentures in respect of the members holding
shares in physical form were transferred to a separate Suspense Demat Account “BIL Bonus Debentures
Suspense Acc 2019” and “BIL Bonus Debentures Suspense Acc 2021” with HDFC Bank Limited. The
bonus debentures will be transferred to the allottees as and when he/she converts the physical shares to
demat form, upon verification of the identity of the members.
Members are requested to convert their physical shares into dematerialised form after complying with
necessary formalities and claim the bonus debentures from the Company which are lying in Suspense
Demat Account.
M/s IDBI Trusteeship Services Limited has been appointed as Debenture Trustee and M/s. KFin Technologies
Limited acted as Registrar to the issue of debentures.
The contact details of debenture trustee is given below:
M/s. IDBI Trusteeship Services Limited
CIN: U65991MH2001GOI131154
Asian Building, Ground Floor,
17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001.
T: (91) (22) 40807066 Fax: 022 66311776
Website: http://www.idbitrustee.com
Contact Person: Mr. Krishnakant Sharma / Mr. Nikhil Lohana
E-mail Id: [email protected]
68
Statement of BIL BONUS DEBENTURES SUSPENSE ACC 2019 and BIL BONUS DEBENTURES
SUSPENSE ACC 2021:
The details of bonus debentures lying in the Suspense Account as on 31 March 2022 are given below:
Sr. Particulars BIL Bonus Number Of BIL Bonus Number Of

No. Debentures Debentures Debentures Debentures
Suspense Acc Suspense Acc
2019 Number 2021- Number
Of Debenture Of Debenture
Holders Holders*
1. Aggregate number of debenture 2,337 34,27,436 1,900 28,75,896
holders and the outstanding
debentures in the suspense account
lying as on 1 April 2021.
2. Number of debentures holders who 20 39,167 2 2,210
approached Company for transfer of
debentures from suspense account
during the year.
3. Number of debenture holders to 20 39,167 2 2,210
whom debentures were transferred
from suspense account during the
year.
4. Aggregate number of debenture 2,317 33,88,269 1,898 28,73,686
holders and the outstanding
debentures in the suspense account
lying as on 31 March 2022.
*The debentures were transferred to BIL Bonus Debentures Suspense Acc 2021 on 4 June 2021.
(xiv) Plant Locations:
The Company owned plants are located at Kolkata (West Bengal), Rudrapur (Uttarakhand), Hajipur (Bihar),
Khurda (Orissa), Jhagadia (Gujarat), Perundurai (Tamilnadu), Bidadi (Karnataka), Guwahati (Assam), Mundra
(Gujarat) and Ranjangaon (Maharashtra).
(xv) Address for Correspondence:
Registered Office: 5/1A, Hungerford Street, Kolkata - 700 017
Phone : +91 33 2287 2439/2057;
Fax : +91 33 2287 2501;
E-mail Id: [email protected]
(xvi) Credit Ratings:
CRISIL has reaffirmed the credit rating of CRISIL AAA/Stable and CRISIL A1+ for long term and short term debt
instrument/facilities respectively of the Company.
ICRA has assigned the credit rating of ICRA AAA/Stable and ICRA A1+ for long term and short term debt
instrument/ facilities respectively of the Company.
69
8. DISCLOSURES
a. Related Party Transactions:
The Company has adopted a policy on materiality of related party transactions and dealing with Related Party
Transactions and the same is disclosed on the website of the Company.
Weblink: http://britannia.co.in/investors/code-of-conduct
During F.Y. 2021-22, all related party transactions were in the ordinary course of business and on arm’s length
basis and there were no transactions requiring approval of the Board/Shareholders. However, prior approval of
the Audit Committee was sought for entering into the Related Party Transactions as required under Companies
Act, 2013 read with rules made thereunder and Regulation 23 (2) of SEBI Listing Regulations, 2015. Further, the
details of Related Party Transactions entered into by the Company pursuant to each of the omnibus approvals
given are also placed before the Audit Committee for its review on a quarterly basis.
During F.Y. 2021-22, there were no material related party transactions in terms of Regulation 23 of the SEBI
Listing Regulations, 2015.
b. Details of non-compliance by the Company, penalties and strictures imposed on the Company by Stock
Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three
years: None
c. Whistle Blower Policy:
The Company has adopted a Whistle Blower Policy to provide vigil mechanism for Directors/Employees to
voice their concerns in a responsible and effective manner regarding unethical behaviour, actual or suspected,
fraud or violation of the Company’s code of conduct and Insider Trading Regulations. It also provides adequate
safeguards against victimization of Directors/Employees who avail the mechanism. The Company affirms that
during F.Y. 2021-22, no personnel have been denied access to the Audit Committee.
The Whistle Blower Policy is available on the website of the Company.
Weblink: http://britannia.co.in/pdfs/Code_of_conduct/policies/Whistle-Blower-Policy.pdf
d. Dividend Distribution Policy:
The Company has adopted a Dividend Distribution Policy in accordance with the requirements of Regulation 43A
of the SEBI Listing Regulations, 2015. The same is available on the website of the Company.
Weblink: http://britannia.co.in/pdfs/Code_of_conduct/policies/Dividend-Distribution-Policy.pdf
e. Disclosure of commodity price risks or foreign exchange risk and hedging activities:
Commodities are a large part of raw materials procured and consumed by the Company. Your Company has a
robust framework and governance mechanism to ensure that it is sufficiently protected from market volatilities.
Your Company manages foreign exchange risk with appropriate hedging activities consistent with the policies of
the Company. Your Company uses forward exchange contracts to hedge against its foreign currency exposures.
Foreign exchange transactions are fully covered with strict limits placed on the amount of uncovered exposure, if
any, at any point in time. There are no materially uncovered exchange rate risks in the context of the Company’s
imports and exports. The Company does not enter into any derivative instruments for trading or speculative
purposes. The details of foreign exchange exposures as on 31 March 2022 are disclosed in the Notes to the
Standalone financial statements.
f. Certificate from Practicing Company Secretary:
A certificate from M/s. Parikh & Associates, Practicing Company Secretaries that none of the Directors on the
Board of the Company have been debarred or disqualified from being appointed or continuing as directors of
companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory
authority is forming part of Annual Report.
70
g. Total fees paid to M/s. Walker Chandiok & Co., LLP, Statutory Auditors:
Total fees (excluding taxes and OPE) for all services paid by the Company and its subsidiaries in India, on a
consolidated basis, to M/s. Walker Chandiok & Co., LLP, Statutory Auditors within the network firm/network
entity of which the statutory auditor is a part, is ` 160 /- Lakhs.
h. Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
Number of complaints filed during the financial year 3
Number of complaints disposed off during the financial year 3
Number of complaints pending as on end of the financial year 0
i. Risk Management:
The Risk Management Committee reviews key risks affecting the Company and mitigation measures thereof.
j. Code of Conduct:
The Company has laid down a Code of Conduct for the Members of the Board and employees of the Company
which is disclosed on the Company’s website. The Managing Director has confirmed and declared that all
Members of the Board and Senior Management have affirmed compliance with the Code of Conduct.
k. Accounting Treatment:
The Financial Statements of the Company for F.Y. 2021-22 have been prepared in accordance with the applicable
accounting principles in India and the Indian Accounting Standards (Ind AS) prescribed under Section 133 of
the Companies Act, 2013 read with the rules made thereunder.
l. CEO/ CFO Certification:
Mr. Varun Berry, Managing Director and Mr. N Venkataraman, Executive Director and Chief Financial Officer
have provided Compliance Certificate to the Board in accordance with Regulation 17(8) read with Part B of
Schedule II of the SEBI Listing Regulations, 2015 for the financial year ended 31 March 2022.
m. Compliance Reports:
The Board has reviewed the compliance reports pertaining to the laws applicable to the Company at its meetings
on quarterly basis.
n. Subsidiary Companies Monitoring Framework:
All the Subsidiary Companies of the Company are managed by their respective Boards and the Management.
The Board of Directors and Audit Committee of the Company review the minutes of the meetings, financial
statements, investments made, significant transactions and arrangements of the unlisted subsidiary Companies
in accordance with the SEBI Listing Regulations, 2015.
During the year under review, the Company has adopted the Policy for determining Material Subsidiaries as
required under Regulation 16(1)(c) of SEBI Listing Regulations, 2015 and the same is disclosed on the website
of the Company.
Weblink: http://britannia.co.in/pdfs/Code_of_conduct/policies/Policy-for-determining-Material-Subsidiary.pdf
As on 31 March 2022 the Company does not have any Material Subsidiary as defined under Regulation 16(1)(c)
of SEBI Listing Regulations, 2015.
o. Audit of Reconciliation of Share Capital:
As stipulated by SEBI, a Practicing Company Secretary carries out the Audit of Reconciliation of Share Capital on
a quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) and the total issued and paid up capital. The Audit report
is submitted to the Stock Exchanges and is placed before the Board at its meetings.
71
p. Corporate Identification Number (CIN): L15412WB1918PLC002964.

q. Information flow to the Board Members:
As required under Regulation 17(7), Part A of Schedule II of SEBI Listing Regulations, 2015, information is
provided to the Board members for their information, review, inputs and approval from time to time.
r. Code of Conduct for Prevention of Insider Trading:
In accordance with the requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015 including
amendments thereof, the Company has adopted a comprehensive Code of Conduct for Prohibition of Insider
Trading and procedures for fair disclosure of Unpublished Price Sensitive Information.
The Company has also adopted the Policy for determination of Legitimate Purposes and Policy for Inquiry in
case of leak or suspected leak of unpublished price sensitive information in accordance with SEBI (Prohibition
of Insider Trading) Regulations, 2015.
s. Compliance with mandatory requirements:
The Company has complied with all the mandatory requirements specified in Regulation 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46 of the SEBI Listing Regulations, 2015.
t. Adoption and Compliance of Non-mandatory requirements:
i. The Board:
The Company defrays expenses of the Non-Executive Chairman’s office incurred in the performance of his
duties.
ii. Shareholder Rights - furnishing of half-yearly results:
The Company provides the copy of the quarterly and half-yearly results on receipt of a specific request
from the Shareholders.
iii. Audit Qualifications:
There is no qualification in the Independent Auditor’s Report on the Standalone and Consolidated financial
statements for F.Y. 2021-22.
iv. Reporting of Internal Auditors:
The Internal Auditors report directly to the Audit Committee.
DECLARATION ON CODE OF CONDUCT

In compliance with the requirements of the Regulation 26(3) of SEBI Listing Regulations, 2015 this is to confirm that all
the Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct for the year
ended 31 March 2022.
For Britannia Industries Limited
Varun Berry
Place : Bengaluru Managing Director
Date : 2 May 2022 (DIN:05208062)
72
CERTIFICATE
[Pursuant to Schedule V Para-C Sub clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015]
To,
The Members of
5/1A, Hungerford Street, Kolkata,
West Bengal - 700017
We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Britannia Industries
Limited having CIN L15412WB1918PLC002964 and having registered office at 5/1A, Hungerford Street, Kolkata, West Bengal
-700017, (hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors Identification Number
(DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers
and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India warranted
due to the spread of the COVID-19 pandemic, We hereby certify that none of the Directors on the Board of the Company as stated
below for the Financial Year ending on 31 March 2022 have been debarred or disqualified from being appointed or continuing as
Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory
Authority.
Sl. Name of Director Director Identification Date of Appointment
No. Number in Company*
1. Mr. Nusli N. Wadia 00015731 05/09/1993
2. Mr. Varun Berry 05208062 11/11/2013
3. Mr. Avijit Deb 00047233 04/06/1996
4. Mr. Keki Dadiseth 00052165 31/05/2006
5. Dr. Ajai Puri 02631587 30/04/2009
6. Mr. Ness N. Wadia 00036049 29/04/2010
7. Dr. Y. S. P.Thorat 00135258 13/02/2017
8. Dr. Ajay Shah 01141239 13/02/2017
9. Mr. Keki Elavia 00003940 07/08/2017
10. Mrs. Tanya Dubash 00026028 07/02/2019
11. Mr. N Venkataraman 05220857 30/07/2021
*the date of appointment is as per the MCA Portal.
Ensuring the eligibility for the appointment/continuity of every Director on the Board is the responsibility of the Management
of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an
assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has
conducted the affairs of the Company.
For Parikh & Associates
Practising Company Secretaries
Firm Registration No. P1988MH009800
Shalini Bhat
Partner
FCS: 6484 CP: 6994
Place : Mumbai UDIN: F006484D000254556
Date : 2 May 2022 PR No.: 1129/2021
73
INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To the Members of Britannia Industries Limited by the Institute of Chartered Accountants of India
(‘ICAI’), and Guidance Note on Reports or Certificates
1. This certificate is issued in accordance with the terms
for Special Purposes issued by the ICAI which requires
of our engagement letter dated 6 September 2021.
that we comply with the ethical requirements of the
2. We have examined the compliance of conditions of Code of Ethics issued by the ICAI.
corporate governance by Britannia Industries Limited
(‘the Company’) for the year ended on 31 March 2022, 6. We have complied with the relevant applicable
as stipulated in Regulations 17 to 27, clauses (b) to requirements of the Standard on Quality Control (SQC)
(i) of Regulation 46(2), and paragraphs C, D and E 1, Quality Control for Firms that Perform Audits and
of Schedule V (‘conditions of corporate governance’) Reviews of Historical Financial Information, and Other
of the Securities and Exchange Board of India Assurance and Related Services Engagements.
(Listing Obligations and Disclosure Requirements) Opinion
Regulations, 2015 (‘Listing Regulations’).
7. Based on the procedures performed by us and to the best
Management’s Responsibility of our information and according to the explanations
3. The compliance of conditions of corporate governance provided to us, in our opinion, the Company has
is the responsibility of the management. This complied, in all material respects, with the conditions
responsibility includes the designing, implementing of corporate governance as stipulated in the Listing
and maintaining operating effectiveness of internal Regulations during the year ended 31 March 2022.
control to ensure compliance with the conditions
We state that such compliance is neither an assurance
of corporate governance as stipulated in the Listing
as to the future viability of the Company nor the
Regulations.
efficiency or effectiveness with which the management
Auditor’s Responsibility has conducted the affairs of the Company.
4. Pursuant to the requirements of the Listing Regulations, Restriction on use
our responsibility is to express a reasonable assurance
in the form of an opinion as to whether the Company 8. This certificate is issued solely for the purpose of
has complied with the conditions of corporate complying with the aforesaid regulations and may not
governance as stated in paragraph 2 above. Our be suitable for any other purpose.
responsibility is limited to examining the procedures
and implementation thereof, adopted by the Company For Walker Chandiok & Co LLP
for ensuring the compliance with the conditions of Chartered Accountants
corporate governance. It is neither an audit nor an Firm Registration No. 001076N/N500013
expression of opinion on the financial statements of
the Company.
5. We have examined the relevant records of the Aasheesh Arjun Singh
Company in accordance with the applicable Generally Partner
Accepted Auditing Standards in India, the Guidance Place : Bengaluru Membership No.: 210122
Note on Certification of Corporate Governance issued Date : 2 May 2022 UDIN: 22210122AIGUWG9315
74
BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Directors
present the “Business Responsibility Report” (BRR) of the Company for the financial year 2021-22.
The reporting framework is based on the ‘National Voluntary Guidelines on Social, Environmental and Economic
Responsibilities of Business (NVGs)’ released by the Ministry of Corporate Affairs, Government of India, in July 2011 which
contains 9 Principles and Core Elements for each of the 9 Principles.
SECTION A: GENERAL INFORMATION ABOUT THE COMPANY
1. Corporate Identity Number (CIN) of the Company L15412WB1918PLC002964
2. Name of the Company Britannia Industries Limited
3. Registered Office Address 5/1A, Hungerford Street, Kolkata,
West Bengal-700017
4. Website www.britannia.co.in
5. E-mail Id [email protected]
6. Financial Year reported 2021-22
7. Sector(s) that the Company is engaged Food Products
8. List three key products/services that the Company Biscuits, Cake & Rusk
manufactures/provides (as in balance sheet)
9. Total number of locations where business activity is undertaken by the Company:
(a) Number of International Locations The products of the Company are exported to over
70 Countries across the world.
(b) Number of National Locations The Company operates from its various factories
across India. Details of plant locations of the Company
are provided under the head ‘General Shareholders
Information’ in the Corporate Governance Report.
10. Markets served by the Company – Local / State / National / The Business of the Company is spread across the
International world.
SECTION B: FINANCIAL DETAILS OF THE COMPANY (STANDALONE)
1. Paid-Up Capital (INR) ` 24.09 Crores
2. Total Turnover (INR) ` 13,169.04 Crores
3. Total Profit After Taxes (INR) ` 1,603.19 Crores
4. Total spending on Corporate Social Responsibility (CSR) as As per Section 135 of the Companies Act, 2013 read
percentage of profit after tax (%) with the rules made thereunder, the Company is
required to spend at least 2% of average net profit of
last 3 financial years i.e., ` 38.57 Crores.
The Company has spent ` 38.57 Crores on CSR
activities for the financial year 2021-22.
5. List of activities in which expenditure in 4 above has been The details of CSR activities are given in Annexure-‘B’
incurred: - CSR Report forming part of the Board’s Report.
SECTION C: OTHER DETAILS
1. Does the Company have any Subsidiary Company/ Companies? Yes.
2. Do the Subsidiary Company/Companies participate in the BR The Subsidiary Companies operate in different
Initiatives of the parent Company? geographies and conduct their own BR initiatives as
appropriate.
If yes, then indicate the number of such Subsidiary Company(s)
3. Do any other entity/entities (e.g. suppliers, distributors etc.) Yes, as may be appropriate
that the Company does business with, participate in the BR
initiatives of the Company?
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SECTION D: BR INFORMATION
1. Details of Director/Directors responsible for BR.
a. Details of the Director responsible for implementation of the BR policy/policies:
Sl. No. Particulars Details
1. DIN Number 05208062
2. Name Mr. Varun Berry
3. Designation Managing Director
b. Details of the BR head:
Sl. No. Particulars Details
1. DIN Number 05220857
2. Name Mr. N Venkataraman
3. Designation Executive Director and Chief Financial Officer
4. Telephone number 080-3768 7100
5. E-mail Id [email protected]
2. Principle-wise (as per NVGs) BR Policy/Policies – Details of compliance - Reply in Yes (Y)/ No (N)
Sl. Questions Principles (as defined under Section E)

No. P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Do you have a policy/ policies for the Principles? Y Y Y Y Y Y Y Y Y
2. Has the policy been formulated in consultation Yes
with the relevant stakeholders?
3. Does the policy conform to any National/ The policies confirm to the National and International
International standards? (50 Words) standards like IS0 14001, OHSAS 18001, ISO 22000, FSSAI
standards etc.
4. Has the policy been approved by the Board? Policies mandated under the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements)
If yes has it been signed by MD/ owner/ CEO/
Regulations, 2015 are approved by the Board and other
appropriate Board Director?
applicable policies are approved by the Managing Director
or Functional Heads of the Company as appropriate.
5. Does the Company have a specified committee The Company has Audit Committee, Risk Management
of the Board/ Director/ Official to oversee the Committee, Stakeholders Relationship Committee, CSR
implementation of the policy? Committee, Internal Complaints Committee, Safety
Committee, Ethics Committee and also adequate internal
control systems to oversee the implementation of policies.
6. Indicate the link for the policy to be viewed The links to view the public policies online are given
online? below:-
http://britannia.co.in/investors/code-of-conduct
7. Has the policy been formally communicated to all Yes, wherever appropriate.
relevant internal and external stakeholders?
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8. Does the Company have in-house structure to Yes.

implement the policy/policies?
9. Does the Company have a grievance Redressal Yes, wherever appropriate.
mechanism related to the policy/ policies to
address stakeholders’ grievances related to the
policy/policies?
10. Has the Company carried out independent audit/ Yes, wherever appropriate.
evaluation of the working of this policy by an
internal or external agency?
3. Governance related to BR
(a) Indicate the frequency with which the Board The BR performance of the Company under various principles
of Directors, Committee of the Board or CEO is assessed periodically at various Board and Committee
assess the BR performance of the Company. Meetings.
Within 3 months, 3-6 months, Annually,
More than 1 year:
(b) Does the Company publish a BR or a The Business Responsibility Report is published annually as
Sustainability Report? What is the hyperlink part of Annual Report and the same is disclosed on the website
for viewing this report? How frequently it is of the Company.
published? Weblink: http://britannia.co.in/investors/annual-report
The Company also publishes Sustainability Report annually
and the same is available on the website of the Company.
Weblink: http://britannia.co.in/sustainability
SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1: Businesses should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery The Company has a Code of Conduct for its Directors and Employees
and corruption cover only the Company? that cover issues related to, interalia, ethics workplace responsibilities
Yes/ No. and conflict of interest. It also covers all dealings with suppliers,
customers and other business associates.
Does it extend to the Group/Joint Ventures/
Suppliers/Contractors/NGOs/Others? Further, the Company has adopted a Whistle Blower Policy to
provide a mechanism for employees and Directors of the Company
to approach the Ethics Committee or Chairman of the Audit
Committee of the Company for reporting unethical behaviour, actual
or suspected, fraud or violation of the Company’s code of conduct
and SEBI Insider Trading Regulations.
2. How many stakeholder complaints have During the year, 5 complaints and issues from employees/other
been received in the past financial year and stakeholders were reported under Code of Business Conduct (COBC)
what percentage was satisfactorily resolved and the same have been satisfactorily resolved in accordance with the
by the management? COBC procedures.
Details of Complaints resolved to be provided During the year, no complaints/issues were reported under vigil
in 50 words. mechanism.
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Principle 2: Businesses should provide goods and services that are safe and contribute to sustainability throughout
their life cycle
Environment, health and safety continue to be key focus areas and the Company strives to reduce its environmental
impact through various initiatives in the field of Energy Efficiency and Conservation.
1. List up to 3 of your products or services As an environmentally conscious Company, Britannia continues to
whose design has incorporated social or innovate and use efficient technologies to bring down its strain on
environmental concerns, risks and/ or ecology, for example, all the products have got “Keep your city clean”
opportunities: symbol on the pack.
Improvements continued to be made in the Healthy Product Portfolio
comprising of products with enhanced whole grains and dietary
fibres, and reduced sugar and fat to address increasing customer
expectations of healthy eating choices. To name a few, NutriChoice
Digestive, NutriChoice Oats, NutriChoice Sugar Free Cracker, Milk
Bikis Atta and Good Day Cashew Almond.
Your Company is continuously working on its goal to use 100%
recyclable laminate packaging in its portfolio by the end of 2024.
You would be delighted to know that your Company has successfully
developed fully recyclable polypropylene based laminate and currently
60% of the laminate consumed is recyclable. The new laminate
composition is certified by premier polymer research institute as
100% recyclable. In addition, your Company is also working towards
making bread packaging materials 100% biodegradable by 2024.
Your Company has developed options to use special enhancers, fillers
and recycled polymer, thereby reducing usage of virgin plastic by
around 35% in secondary packaging bags. Research and Development
efforts have helped your Company to reduce 17.5% of plastic tray
usage during the year.
Your Company redesigned corrugated boxes without altering
capacities and reduced the paper usage across its portfolio. This
design change resulted in reducing usage of Kraft paper by ~ 7%.
Your Company has committed to retrieve plastics through Extended
Producers’ Responsibility (EPR) initiatives across India for multilayer
and plastic packaging waste collection and energy recovery in
association with Producer Responsibility Organisations. Your
Company has achieved plastic neutral status as on March 2022.
2. For each such product, provide the following Details of conservation of energy are given in Annexure-‘A’ of the
details in respect of resource use (energy, Board’s Report.
water, raw material etc.) per unit of product
(optional):
3. Does the Company have procedures in Across the entire supply chain, the Company endeavours to integrate
place for sustainable sourcing (including social, ethical and environmental factors in its operating/ strategic
transportation)? decisions. The Company endeavours to reduce the distance travelled
overall by its products, thereby reducing emissions on account of
If yes, what percentage of your inputs was
transportation.
sourced sustainably? Also, provide details
thereof, in about 50 words or so
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4. Has the Company taken any steps to The Company believes its factories must benefit the communities in
procure goods and services from local & which they are located. It sources most of the raw materials from areas
small producers, including communities near the factories. It extensively works with its vendors to improve
surrounding their place of work? capacities and capabilities.
If yes, what percentage of your inputs was The Company also obtains services from local & small service
sourced sustainably? Also, provide details providers for maintenance and repairs of building, plant and
thereof, in about 50 words or so machineries.
5. Does the Company have a mechanism to The Company while pursuing energy efficiency programs in the
recycle products and waste? If yes what is factories also takes initiatives for recycling of wastes generated during
the percentage of recycling of products and production. Most of the Company’s factories are committed to zero
waste (separately as <5%, 5-10%, >10%)? discharge. About 5% of the exhaust gases generated in the ovens are
recycled to recover heat. Water from the effluent treatment plants is
also recycled within the factories to maintain greenbelts / gardens/
landscapes.
Principle 3: Businesses should promote the wellbeing of all employees
Britannia firmly believes that the knowledge, expertise and passion of its employees drive the growth of the Company.
It provides the work environment that promotes well-being of its employees while giving them various opportunities to
grow. It has adopted various policies, procedures, manuals and conducted various training programs for the protection
and welfare of the employees.
Apart from encouraging employees to learn and grow, the Company has also conducted various programs focused on
wellness of body, mind, soul and financial health. These include on-site physical activities, self-defense master classes for
women, workshops on financial health, physical health check up and mental health counseling sessions for overall well-
being of employees.
1. Total number of employees on rolls 4,467
2. Total number of employees hired on 11,026
temporary / contractual/casual basis
3. Number of permanent women employees 335
4. Number of permanent employees with Nil
disabilities
5. Do you have an employee association that is Yes
recognized by management?
6. What percentage of your permanent ~26%
employees is members of this recognized
employee association?
7. Number of complaints relating to child During the financial year 2021-22, the Company received three (3)
labour, forced labour, involuntary labour, complaints under Anti-Sexual Harassment policy and the same has
sexual harassment in the last financial year been resolved.
and pending, as on the end of the financial
year.
8. During F.Y. 2021-22, the Company has a. Permanent Employees.
provided safety & skill upgradation training b. Permanent Women Employees.
to employees.
c. Casual/ Temporary/ Contractual Employees
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Principle 4: Businesses should respect the interests of, and be responsive towards all stakeholders, especially those
who are disadvantaged, vulnerable and marginalized
Britannia understands the needs of its stakeholders and aims to meet the expectations of its stakeholders. It discloses all
the relevant information about its products, business, financial performance, press releases and other statutory information
on the website of the Company to ensure effective stakeholders engagement.
1. Has the Company mapped its internal and Yes.
external stakeholders?
2. Out of the above, has the Company Britannia identifies communities around its manufacturing facilities,
identified the disadvantaged, vulnerable & with a focus on improving lives of women and children.
marginalized stakeholders?
3. Are there any special initiatives taken by the Britannia thinks beyond business and undertakes various initiatives
Company to engage with the disadvantaged, to improve the lives of the lower socio-economic sections of the
vulnerable and marginalized stakeholders? society. The details of the activities are given in Annexure-‘B’ -
CSR Report forming part of the Board’s Report.
Principle 5: Businesses should respect and promote human rights
Britannia firmly believes in upholding and promoting human rights. Human Rights are protected under Code of Business
Conduct, Whistle Blower Policy, Anti - Sexual Harassment Policy, Labour and Employee Welfare Policies.
Grievance Redressal Systems are put in place like Internal Complaints Committee, Ethics Committee etc. which resolves
the issues reported in an expeditious manner.
1. Does the policy of the Company on human Code of Business Conduct is not only applicable to employees of
rights cover only the Company or extend Britannia but also extends to others who work with or represent
to the Group/ Joint Ventures/ Suppliers/ Britannia directly or indirectly. Britannia’s Anti- Sexual Harassment
Contractors/ NGOs/ Others? Policy is applicable to all the employees including contractual and
also covers trainees, consultants, contractors and vendors.
2. How many stakeholder complaints have During the financial year 2021-22, the Company received Three (3)
been received in the past financial year and complaints under Anti-Sexual Harassment policy and the same has
what percent was satisfactorily resolved by been resolved.
the management?
Principle 6: Business should respect, protect and make efforts to restore the environment
Britannia understands its responsibility towards environment and has taken various initiatives to reduce its environmental
impact. Energy conservation and use of clean fuels continue to be a priority area of the Company.
During the F.Y. 2021-22, the Company has taken various initiatives for conservation of energy and reducing its
environmental impact as given in Annexure-‘A’ of the Board’s Report.
The details of the sustainability initiatives undertaken by the Company are given in the Sustainability Report and can be
accessed at http://britannia.co.in/sustainability
1. Does the policy related to Principle 6 cover The Company has an Environment, Health and Safety Policy that
only the Company or extends to the Group/ covers areas of compliance with statutory standards. The Policy
Joint Ventures/ Suppliers/ Contractors/ extends to all its Subsidiary Companies.
NGOs/ others?
2. Does the Company have strategies/ initiatives Climate change, global warming and environmental degradation
to address global environmental issues such pose unique challenges as well as opportunities for Britannia. The
as climate change, global warming, etc.? Y/N. Company is continuously implementing process improvements to
If yes, please give hyperlink for webpage etc. reduce emissions and wastes.
80
3. Does the Company identify and assess Sustainable development is at the core of the Company’s operations
potential environmental risks? which is also outlined in the Environment, Health and Safety Policy. The
Company follows sound environmental management practices across all
its manufacturing units to assess and address environmental risks.
4. Does the Company have any project related While the Company has so far not registered any project related to
to Clean Development Mechanism? Clean Development Mechanism, it is continuously endeavouring to
identify opportunities to contribute in this regard.
5. Has the Company undertaken any other The Company strives to adopt process improvement measures
initiatives on clean technology, energy and invest in efficient technologies to reduce its impact on the
efficiency, renewable energy, etc.? Y/N. If yes, environment. The details of initiatives taken for conservation of
please give hyperlink for web page etc. energy, use of renewable energy and clean technologies are given in
Annexure-‘A’ to the Board’s Report and the same is disclosed on the
website of the Company.
Weblink: http://britannia.co.in/investors/annual-report
6. Are the Emissions/Waste generated by the Emissions and waste generated by the Company are within
Company within the permissible limits permissible limits set by the pollution control boards and periodic
given by CPCB/ SPCB for the financial year statutory declarations are filed by all factories.
being reported?
7. Number of show cause/ legal notices received Nil
from CPCB/ SPCB which are pending (i.e.,
not resolved to satisfaction) as on end of
Financial Year.
Principle 7: Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible
manner
Britannia believes that working together with the institutions or associations engaged in policy advocacy like Confederation
of Indian Industry (CII), Federation of Indian Chambers of Commerce and Industry (FICCI), The Associated Chambers
of Commerce and Industry of India (ASSOCHAM), Federation of Biscuit Manufacturer of India (FBMI) etc., will help the
Company create positive social and environment impact while achieving its business goals.
The Company’s approach to deal with these institutions is guided by the principles of Code of Business Conduct i.e.,
honesty, transparency, integrity and accountability.
1. Is your Company a member of any trade and Yes, the Company is the Member of various trade and industrial
chamber or association? associations like ASSOCHAM, CII, FICCI, FBMI etc.
2. Have you advocated/lobbied through Britannia has been actively participating in various seminars,
above associations for the advancement or conferences and other forums on issues and policy matters that
improvement of public good? Yes/No impact the interest of its stakeholders.
Principle 8: Businesses should support inclusive growth and equitable development
Britannia supports the principle of inclusive growth and equitable development through its Corporate Social Responsibility
and Sustainability initiatives.
1. Does the Company have specified Britannia executes its CSR and Sustainability initiatives through
programmes/ initiatives/ projects in pursuit various programs, the details of which are given in the Board’s Report.
of the policy related to Principle 8? If yes,
details thereof.
2. Are the programmes/projects undertaken The programmes/ projects are undertaken through own foundation
through in-house team/own foundation/ and other NGOs as well.
external NGO/ government structures/ any
other organization?
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3. Have you done any impact assessment of The Company assesses the impact of the CSR Projects and Programs
your initiative? undertaken at its Board and CSR Committee meetings. An update
on the CSR project and programs is placed at the Board and CSR
Committee meetings for their review and assessment.
Your Company’s ESG performance by internationally recognized
rating agencies viz. the Dow Jones Sustainability Index (DJSI) and
Carbon Disclosure Project (CDP) is also being carried out from
the financial year 2021-22 to facilitate objective assessment of the
progress towards attainment of sustainability goals.
4. What is your Company’s direct contribution The Company has spent ` 38.57 Crores as part of its CSR initiatives
to community development projects- for the financial Year 2021-22. Details of the projects are provided in
Amount in INR and the details of the projects Annexure-‘B’ - CSR Report forming part of Board’s Report.
undertaken?
5. Have you taken steps to ensure that this At Britannia, the CSR projects and programs are undertaken after
community development initiative is identifying the communities that require development. The Company
successfully adopted by the community? also interacts with the stakeholders to ensure that its projects are
Please explain in 50 words, or so? being implemented effectively.
Principle 9: Businesses should engage with and provide value to their customers and consumers in a responsible
manner
Britannia’s commitment to provide world-class products to consumers has made it one of the most trusted, valuable and
popular brands among Indian consumers in various reputed surveys. Though Britannia has been receiving various awards
and appreciations, the award that it cherishes the most is the one given by the consumers.
Britannia has been providing value to its consumers over the years without any compromise and has put in place an
effective consumer complaints redressal system. The Company discloses the necessary information on its products to
promote consumer awareness and market its products in a responsible manner.
1. What percentage of customer complaints/ The Company has successfully resolved 91% of the complaints
consumer cases are pending as on the end of received during the financial year ended 31 March 2022.
financial year?
2. Does the Company display product The Company displays additional information on the product label,
information on the product label, over over and above the mandated information e.g. product claims, storage
and above what is mandated as per local directions etc. which varies from product to product. This additional
laws? Yes / No / N.A. / Remarks (additional information is provided to keep the consumers aware.
information)?
3. Is there any case filed by any stakeholder During the last 5 years, no cases have been filed by customers/
against the Company regarding unfair trade consumers against the Company under Competition Act, 2002.
practices, irresponsible advertising and/or
anti-competitive behaviour during the last
five years and pending as on end of financial
year?
4. Did your Company carry out any consumer As part of the consumer complaint handling process, the Company
survey/ consumer satisfaction trends? carries out consumer satisfaction survey against certain defined
attributes. Results are shared with the stakeholders for necessary
action to improve the process.
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INDEPENDENT AUDITORS’ REPORT

To the Members of Britannia Industries Limited Basis for Opinion
Report on the Audit of the Standalone Financial Statements 3. We conducted our audit in accordance with the
Standards on Auditing specified under Section 143(10)
Opinion of the Act. Our responsibilities under those standards
1. We have audited the accompanying standalone are further described in the Auditor’s Responsibilities
financial statements of Britannia Industries Limited for the Audit of the Standalone Financial Statements
(‘the Company’), which comprise the Balance Sheet section of our report. We are independent of the
as at 31 March 2022, the Statement of Profit and Company in accordance with the Code of Ethics
Loss (including Other Comprehensive Income), the issued by the Institute of Chartered Accountants of
Statement of Cash Flow, the Statement of Changes in India (‘ICAI’) together with the ethical requirements
Equity for the year then ended and a summary of the that are relevant to our audit of the standalone
significant accounting policies and other explanatory financial statements under the provisions of the Act
information. and the rules thereunder, and we have fulfilled our
other ethical responsibilities in accordance with these
2. In our opinion and to the best of our information and requirements and the Code of Ethics. We believe that
according to the explanations given to us, the aforesaid the audit evidence we have obtained is sufficient and
standalone financial statements give the information appropriate to provide a basis for our opinion.
required by the Companies Act, 2013 (‘the Act’) in
the manner so required and give a true and fair view Key Audit Matters
in conformity with the Indian Accounting Standards 4. Key audit matters are those matters that, in our
(‘Ind AS’) specified under Section 133 of the Act read professional judgment, were of most significance in
with the Companies (Indian Accounting Standards) our audit of the standalone financial statements of
Rules, 2015 and other accounting principles generally the current period. These matters were addressed in
accepted in India, of the state of affairs of the the context of our audit of the standalone financial
Company as at 31 March 2022, its profit (including statements as a whole, and in forming our opinion
other comprehensive income), its cash flows and the thereon, and we do not provide a separate opinion on
changes in equity for the year ended on that date. these matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Key audit matter How our audit addressed the key audit matter
Revenue Recognition (refer note 3(h) and 26 to the Our key audit procedures around revenue recognition
standalone financial statements) included, but were not limited to, the following:
The revenue of the Company consists primarily of sale • Assessed the appropriateness of the revenue recognition
of food products that are sold through distributors, accounting policies of the Company including those
modern trade and direct sale channels amongst others. relating to rebates and trade discounts, by evaluating
Revenue is recognized when the control of products is compliance with the applicable accounting standards.
transferred to the customer and there is no unfulfilled • Evaluated the design and tested the operating effectiveness
obligation. of the relevant key controls with respect to revenue
recognition including general and specific information
Owing to the volume of sales transactions, size of the
technology controls.
distribution network and varied terms of contracts
with customers, revenue is determined to be an area • Performed substantive testing on selected samples of
involving significant risk in line with the requirements revenue transactions recorded during the year by testing
of the Standards on Auditing and hence, requiring the underlying documents including contracts, invoices,
significant auditor attention. goods dispatch notes, shipping documents and customer
receipts, wherever applicable.
• Understood and evaluated the Company’s process for
recording of the accruals for discounts and rebates and
ongoing incentive schemes and on a test basis, verified the
year-end provisions made in respect of such schemes.
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The management is required to make certain key • Performed analytical review procedures on revenue
judgements around determination of transaction price recognised during the year to identify any unusual and/or
in accordance with the requirements of Ind AS 115, material variances.
“Revenue from Contracts with Customers” on account • Performed confirmation and alternative procedures on
of consideration payable to customers in the form of selected invoices outstanding as at the year end.
various discount schemes, returns and rebates.
• Tested a select sample of revenue transactions recorded
The Company and its external stakeholders focus on before the financial year end date to determine whether the
revenue as a key performance indicator and this could revenue has been recognised in the appropriate financial
create an incentive for revenue to be overstated or period.
recognised before control has been transferred.
• Tested a sample of manual journal entries posted to
Considering the aforesaid significance to our audit and revenue ledgers to identify any unusual items.
the external stakeholders, revenue recognition has been
• Evaluated the appropriateness and adequacy of disclosures
considered as a key audit matter for the current year’s
in the standalone financial statements in respect of revenue
audit.
recognition in accordance with the applicable requirements.
Related Party Transactions (refer note 43 to the Our key audit procedures around related party transactions
standalone financial statements) included, but were not limited to, the following:
The Company has entered into several transactions with • Evaluated the design and tested the operating effectiveness
related parties during the year ended 31 March 2022 of the relevant key controls to identify and disclose related
and also has outstanding balances as at the year end. party relationships and transactions in accordance with
We identified related party transactions as a key audit the relevant accounting standards.
matter due to the risk with respect to completeness of • Assessed the compliance with the SEBI listing regulations
disclosures made in the standalone financial statements and the regulations under the Companies Act, 2013,
due to a volume of such transactions, recoverability including authorization and approvals as specified in
of balances outstanding, compliance with statutory Sections 177 and 188 of the Companies Act, 2013 with
regulations governing related party transactions such as respect to the related party transactions, as applicable.
the Companies Act, 2013 and Securities and Exchange In cases where the matter was subject to interpretation,
Board of India (Listing Obligations and Disclosure we assessed reasonableness of management’s judgement
Requirements) Regulations 2015 (‘the SEBI listing by considering the advice obtained by management from
regulations’), and the judgements involved in assessing legal practitioners.
whether transactions with related parties are undertaken • On a sample basis, inspected relevant ledgers, agreements
at an arms’ length. and other information that may indicate the existence of
related party relationships or transactions. We also assessed
the completeness of related parties with reference to the
various statutory registers and declarations maintained by
the Company’s management.
• Verified the management’s assessment of recoverability
of dues from related parties by reference to underlying
supporting documents such as valuation of underlying
assets of such entities and settlement of such transactions
subsequent to the balance sheet date.
• On a sample basis, tested the Company’s assessment of
related party transactions for arms’ length pricing.
• Considered the adequacy and appropriateness of the
disclosures made in the standalone financial statements of
related party relationships and transactions in accordance
with the requirements of applicable accounting standard.
84
Litigations, provisions and contingencies (refer note Our key audit procedures around litigations, provisions and
25 and 35 to the standalone financial statements) contingencies included, but were not limited to, the following:
The Company is involved in various direct tax, indirect • Assessed the appropriateness of the Company’s accounting
tax and other litigations (‘litigations’) that are pending policies relating to provisions and contingent liability by
with different statutory authorities. comparing with the applicable accounting standards.
Provisions are recognized when the Company has a • Evaluated the design and tested the operating effectiveness
present obligation (legal/ constructive) as a result of a of the relevant key controls around the recording and
past event for which it is probable that a cash outflow assessment of litigations, provisions and contingent
will be required and a reliable estimate can be made of liabilities.
the amount of the obligation. • Engaged subject matter specialists to gain an understanding
A disclosure for contingent liabilities is made where of the current status of litigations and monitored changes
there is a possible obligation or a present obligation in the disputes, if any, through discussions with the
that may probably not require an outflow of resources. management and by reading external advice received
When there is a possible or a present obligation where by the Company from legal counsel, where relevant, to
the likelihood of outflow of resources is remote, no validate management’s conclusions.
provision or disclosure is made. • Obtained and assessed the Company’s assumptions
The aforesaid assessment requires the Management and estimates in respect of litigations, including the
to make judgements and estimates in relation to the liabilities or provisions recognized or contingent liabilities
matters and exposures arising from a range of matters disclosed in the standalone financial statements. This
relating to direct tax, indirect tax, claims, general legal involved comparing the same to the assessment of our
proceedings and other claims against the Company subject matter specialists and assessing the probability
arising in the regular course of business. of an unfavorable outcome of a given proceeding and the
The level of management judgement associated reliability of estimates of related amounts.
with determining the need for, and the quantum of, • On a test basis, performed substantive procedures on
provisions for any liabilities and disclosures of any the underlying calculations supporting the provisions
contingent liabilities arising from these litigations is recorded.
considered to be high. • Assessed the appropriateness and adequacy of the
This judgement is dependent on a number of significant disclosures made in relation to related provisions and
assumptions and assessments which involves contingencies in the standalone financial statements.
interpreting the various applicable rules, regulations,
practices and considering precedents in the various
jurisdictions, for which the management uses various
subject matter experts.
In view of the uncertainty relating to the outcome
of these litigations, the significance of the amounts
involved, and the subjectivity involved in management’s
judgement, this matter has been considered as a key
audit matter for the current year audit.
Information other than the Standalone Financial Our opinion on the standalone financial statements does
Statements and Auditor’s Report thereon not cover the other information and we do not and will
not express any form of assurance conclusion thereon.
6. The Company’s Board of Directors are responsible
for the other information. The other information In connection with our audit of the standalone
comprises the information included in the Board’s financial statements, our responsibility is to read the
report but does not include the standalone financial other information identified above and, in doing so,
statements and our auditor’s report thereon, which consider whether the other information is materially
we obtained prior to the date of this auditor’s report, inconsistent with the standalone financial statements
and the Annual report, which is expected to be made or our knowledge obtained in the audit or otherwise
available to us after that date. appears to be materially misstated.
85
If, based on the work we have performed on the other Auditor’s Responsibilities for the Audit of the
information that we obtained prior to the date of this Standalone Financial Statements
auditor’s report, we conclude that there is a material
10. Our objectives are to obtain reasonable assurance
misstatement of this other information, we are required
about whether the standalone financial statements as
to report that fact. We have nothing to report in this
a whole are free from material misstatement, whether
regard.
due to fraud or error, and to issue an auditor’s report
When we read the Annual report, if we conclude that includes our opinion. Reasonable assurance is
that there is a material misstatement therein, we are a high level of assurance, but is not a guarantee that
required to communicate the matter to those charged an audit conducted in accordance with Standards on
with governance. Auditing will always detect a material misstatement
Responsibilities of Management and Those Charged when it exists. Misstatements can arise from fraud or
with Governance for the Standalone Financial error and are considered material if, individually or in
Statements the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
7. The accompanying standalone financial statements have basis of these standalone financial statements.
been approved by the Company’s Board of Directors.
The Company’s Board of Directors is responsible for 11. As part of an audit in accordance with Standards on
the matters stated in Section 134(5) of the Act with Auditing, specified under Section 143(10) of the
respect to the preparation and presentation of these Act, we exercise professional judgment and maintain
standalone financial statements that give a true and fair professional skepticism throughout the audit.
view of the financial position, financial performance We also:
including other comprehensive income, changes in
• Identify and assess the risks of material
equity and cash flows of the Company in accordance
misstatement of the standalone financial
with the Ind AS specified under Section 133 of the Act
statements, whether due to fraud or error, design
and other accounting principles generally accepted in
and perform audit procedures responsive to
India. This responsibility also includes maintenance of
those risks, and obtain audit evidence that is
adequate accounting records in accordance with the
sufficient and appropriate to provide a basis for
provisions of the Act for safeguarding of the assets of
our opinion. The risk of not detecting a material
the Company and for preventing and detecting frauds
misstatement resulting from fraud is higher
and other irregularities; selection and application of
than for one resulting from error, as fraud may
appropriate accounting policies; making judgments
involve collusion, forgery, intentional omissions,
and estimates that are reasonable and prudent; and
misrepresentations, or the override of internal
design, implementation and maintenance of adequate
control;
internal financial controls, that were operating
effectively for ensuring the accuracy and completeness • Obtain an understanding of internal control
of the accounting records, relevant to the preparation relevant to the audit in order to design
and presentation of the standalone financial statements audit procedures that are appropriate in the
that give a true and fair view and are free from material circumstances. Under Section 143(3)(i) of the
misstatement, whether due to fraud or error. Act we are also responsible for expressing our
opinion on whether the Company has adequate
8. In preparing the standalone financial statements, the
internal financial controls system with reference
Board of Directors is responsible for assessing the
to standalone financial statements in place and
Company’s ability to continue as a going concern,
the operating effectiveness of such controls;
disclosing, as applicable, matters related to going
concern and using the going concern basis of • Evaluate the appropriateness of accounting
accounting unless the Board of Directors either intends policies used and the reasonableness of
to liquidate the Company or to cease operations, or accounting estimates and related disclosures
has no realistic alternative but to do so. made by management;
9. Those Board of Directors are also responsible for • Conclude on the appropriateness of
overseeing the Company’s financial reporting process. management’s use of the going concern basis
86
of accounting and, based on the audit evidence Report on Other Legal and Regulatory Requirements
obtained, whether a material uncertainty exists
related to events or conditions that may cast 15. As required by Section 197(16) of the Act based on
significant doubt on the Company’s ability to our audit, we report that the Company has paid
continue as a going concern. If we conclude that remuneration to its directors during the year in
a material uncertainty exists, we are required accordance with the provisions of and limits laid down
to draw attention in our auditor’s report to the under Section 197 read with Schedule V to the Act.
related disclosures in the standalone financial
16. As required by the Companies (Auditor’s Report)
statements or, if such disclosures are inadequate,
Order, 2020 (‘the Order’) issued by the Central
to modify our opinion. Our conclusions are
Government of India in terms of Section 143(11) of
based on the audit evidence obtained up to the
the Act we give in the Annexure I, a statement on the
date of our auditor’s report. However, future
events or conditions may cause the Company to matters specified in paragraphs 3 and 4 of the Order, to
cease to continue as a going concern; the extent applicable.
• Evaluate the overall presentation, structure and 17. Further to our comments in Annexure I, as required
content of the standalone financial statements, by Section 143(3) of the Act based on our audit, we
including the disclosures, and whether the report, to the extent applicable, that:
standalone financial statements represent the
underlying transactions and events in a manner a) We have sought and obtained all the information
that achieves fair presentation; and and explanations which to the best of our
knowledge and belief were necessary for the
• Obtain sufficient appropriate audit evidence purpose of our audit of the accompanying
regarding the standalone financial statements standalone financial statements;
of the Company to express an opinion on the
standalone financial statements. b) In our opinion, proper books of account as
12. We communicate with those charged with governance required by law have been kept by the Company
regarding, among other matters, the planned scope so far as it appears from our examination of those
and timing of the audit and significant audit findings, books;
including any significant deficiencies in internal c) The standalone financial statements dealt with
control that we identify during our audit. by this report are in agreement with the books of
13. We also provide those charged with governance with account;
a statement that we have complied with relevant
ethical requirements regarding independence, and to d) In our opinion, the aforesaid standalone financial
communicate with them all relationships and other statements comply with Ind AS specified under
matters that may reasonably be thought to bear on Section 133 of the Act;
our independence, and where applicable, related
e) On the basis of the written representations
safeguards.
received from the directors and taken on record
14. From the matters communicated with those charged by the Board of Directors, none of the directors
with governance, we determine those matters that is disqualified as on 31 March 2022 from being
were of most significance in the audit of the standalone appointed as a director in terms of Section 164(2)
financial statements of the current period and are of the Act;
therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation f) With respect to the adequacy of the internal
precludes public disclosure about the matter or when, financial controls with reference to financial
in extremely rare circumstances, we determine that statements of the Company as on 31 March 2022
a matter should not be communicated in our report and the operating effectiveness of such controls,
because the adverse consequences of doing so would refer to our separate Report in Annexure II
reasonably be expected to outweigh the public interest wherein we have expressed an unmodified
benefits of such communication. opinion; and
87
g) With respect to the other matters to be included any persons or entities, including
in the Auditor’s Report in accordance with Rule foreign entities (“Funding Parties”),
11 of the Companies (Audit and Auditors) Rules, with the understanding, whether
2014 (as amended), in our opinion and to the recorded in writing or otherwise,
best of our information and according to the that the Company shall, directly or
explanations given to us: indirectly, lend or invest in other
i. As detailed in note 25 and 35 to the persons or entities identified in any
standalone financial statements, the manner whatsoever by or on behalf
Company has disclosed the impact of of the Funding Party (“Ultimate
pending litigations on its financial position Beneficiaries”) or provide any
as at 31 March 2022; guarantee, security or the like on
behalf of the Ultimate Beneficiaries;
ii. The Company did not have any long-term
and
contracts including derivative contracts for
which there were any material foreseeable c)
Based on such audit procedures
losses as at 31 March 2022; performed as considered reasonable
and appropriate in the circumstances,
iii. There has been no delay in transferring
amounts, required to be transferred, to the nothing has come to our attention
Investor Education and Protection Fund that causes us to believe that the
by the Company during the year ended 31 management representations under
March 2022; sub-clauses (a) and (b) above contain
any material misstatement;
iv. a)
The Management has represented
that, to the best of it’s knowledge and v. The interim dividend paid by the
belief, as disclosed in the note 50 to Company during the year in respect of
the standalone financial statements, the same declared for the previous year
no funds have been advanced or is in accordance with Section 123 of
loaned or invested (either from the Companies Act 2013 to the extent it
borrowed funds or share premium applies to payment of dividend.
or any other sources or kind of
As stated in note 19 to the standalone
funds) by the Company to or in any
financial statements, the Board of Directors
other persons or entities, including
of the Company has proposed final
foreign entities (“Intermediaries”),
with the understanding, whether dividend for the year which is subject to
recorded in writing or otherwise, the approval of the members at the ensuing
that the Intermediary shall, directly Annual General Meeting. The dividend
or indirectly lend or invest in other declared is in accordance with Section
persons or entities identified in 123 of the Act to the extent it applies to
any manner whatsoever by or on declaration of dividend.
behalf of the Company (“Ultimate
Beneficiaries”) or provide any For Walker Chandiok & Co LLP
guarantee, security or the like on Chartered Accountants
behalf of the “Ultimate Beneficiaries”. Firm’s Registration No.: 001076N/N500013
b)
The Management has represented,
that, to the best of it’s knowledge Aasheesh Arjun Singh
and belief, as disclosed in the note Partner
Membership No.: 210122
50 to the standalone financial
UDIN: 22210122AIHVPO9727
statements, no funds have been Bengaluru
received by the Company from 02 May 2022
88
ANNEXURE I REFERRED TO IN PARAGRAPH 16 OF THE INDEPENDENT AUDITOR’S

REPORT OF EVEN DATE TO THE MEMBERS OF BRITANNIA INDUSTRIES LIMITED ON
THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022
In terms of the information and explanations sought by us (Prohibition) Act, 1988 (45 of 1988) and rules
and given by the Company and the books of account and made thereunder. Accordingly, reporting under
records examined by us in the normal course of audit, and to Clause 3(i)(e) of the Order is not applicable to
the best of our knowledge and belief, we report that: the Company.
(i) (a) (A) The Company has maintained proper (ii) (a) The management has conducted physical
records showing full particulars, including verification of inventory at reasonable intervals
quantitative details and situation of during the year, except for goods-in-transit. In
property, plant and equipment including our opinion, the coverage and procedure of such
right of use assets and investment property. verification by the management is appropriate
(B) The Company has maintained proper and no discrepancies of 10% or more in the
records showing full particulars of aggregate for each class of inventory were
intangible assets. noticed.
(b) The Company has a regular program of physical (b) The Company has not been sanctioned working
verification of its property, plant and equipment capital limits by banks or financial institutions
including right of use assets and investment on the basis of security of current assets during
property under which the assets are physically any point of time of the year. Accordingly,
verified in a phased manner over a period of reporting under Clause 3(ii)(b) of the Order is
three years, which, in our opinion, is reasonable not applicable to the Company.
having regard to the size of the Company and (iii) (a) The Company has provided loans and guarantees
the nature of its assets. In accordance with this to four companies. The details of the same are
program, certain property, plant and equipment given below:
including right of use assets and investment (in ` crores)
property were verified during the year and no Particulars Guarantees Loans
material discrepancies were noticed on such
Aggregate amount
verification.
during the year
(c) The title deeds of all the immovable properties - Subsidiaries 64.34 -
(including investment properties) held by the - Associates - -
Company (other than properties where the - Others - 740
Company is the lessee and the lease agreements Balance outstanding as
are duly executed in favour of the lessee) at balance sheet date
disclosed in the standalone financial statements
- Subsidiaries 63.67 -
are held in the name of the Company. For
- Associates - -
properties where the Company is a lessee and
the lease agreements are duly executed in favour - Others - 798
of the lessee, the Company has entered into sub- (b) The investments made, guarantees provided and
leasing arrangements in a certain case. terms and conditions of the grant of all loans
(d) The Company has not revalued its Property, and guarantees provided are not, prima facie,
Plant and Equipment including Right of Use prejudicial to the Company’s interest.
assets and intangible assets during the year.
(c) In respect of loans granted by the Company,
(e) As per explanation and representations provided the schedule of repayment of principal and
to us, no proceedings have been initiated or are payment of interest has been stipulated and the
pending against the Company for holding any repayments/receipts of principal and interest are
benami property under the Benami Transactions regular.
89
(d) There is no overdue amount in respect of loans under Clause 3(v) of the Order is not applicable to the
granted to such companies or other parties. Company.
(e) The Company had granted loans which have (vi)
The Central Government has not specified
fallen due during the year and were repaid on or maintenance of cost records under sub-section (1)
before the due date. Further, no fresh loans were of Section 148 of the Act, in respect of Company’s
granted to any party to settle the overdue loans. products. Accordingly, reporting under Clause 3(vi) of
(f) The Company has not granted any loan, which is the Order is not applicable.
repayable on demand or without specifying any (vii) (a) In our opinion, and according to the information
terms or period of repayment.
and explanations given to us, the Company is
(iv) In our opinion, and according to the information and regular in depositing undisputed statutory dues
explanations given to us, the Company has complied including goods and services tax, provident
with the provisions of Sections 185 and 186 of the fund, employees’ state insurance, income-tax,
Act in respect of loans, investments, guarantees and sales-tax, service tax, duty of customs, cess and
security, as applicable. other material statutory dues, as applicable,
(v) The Company has not accepted any deposits or there with the appropriate authorities. Further, no
is no amount which has been considered as deemed undisputed amounts payable in respect thereof
deposit within the meaning of Sections 73 to 76 of were outstanding at the year-end for a period of
the Act and the Companies (Acceptance of Deposits) more than six months from the date they became
Rules, 2014 (as amended). Accordingly, reporting payable.
(b)
According to the information and explanations given to us, there are no statutory dues referred in sub-clause (a)
which have not been deposited with the appropriate authorities on account of any dispute except for the following:
Name of the statute Nature of dues Gross Amount Period to which Forum where dispute is
Amount paid the amount pending
relates
Income Tax Act 1961 Income Tax 19.14 - 1992-2014 High Court of various
states
Income Tax Act 1961 Income Tax 14.32 - 1991-2017 Income tax appellate
tribunal
Income Tax Act 1961 Income Tax 129.55 - 2011-2019 Appellate authority upto
Commissioner Level
The Central Sales Tax Sales tax / 0.93 - 1998-2001 Supreme Court of India
Act, 1956 / Value added Value added
tax acts of various states tax
The Central Sales Tax Sales tax / 46.44 1.77 2000-2017 High Courts of various
Act, 1956 / Value added Value added states
The Central Sales Tax Sales tax / 4.53 1.53 1996-2014 Tribunal of various
Act, 1956 / Value added Value added states
The Central Sales Tax Sales tax / 83.94 9.15 1999-2018 Appellate Authority up
Act, 1956 / Value added Value added to Commissioner’s level
Central Excise Act, 1944 Excise duty 2.68 - 1980-1989 High Courts of various
states
90
Name of the statute Nature of dues Gross Amount Period to which Forum where dispute is
Amount paid the amount pending
relates
The Customs Act, 1962 Custom duty 0.54 0.01 2004-2005 Appellate Authority up
to Commissioner’s level
The Finance Act, 1994 Service Tax 1.91 - 2006-2015 Appellate Authority up
to Commissioner’s level
Central Goods and Goods and 0.05 - 2017-2018 Appellate Authority up
Services tax act, 2017 Services Tax to Commissioner’s level
Central Goods and Goods and 6.40 - 2019-2022 Supreme Court of India
Services tax act, 2017 Services Tax
(viii) According to the information and explanations given (f) According to the information and explanations
to us, no transactions were surrendered or disclosed as given to us, the Company has not raised any
income during the year in the tax assessments under loans during the year on the pledge of securities
the Income Tax Act, 1961 (43 of 1961) which have not held in its subsidiaries or associate companies.
been recorded in the books of accounts.
(x) (a) The Company has not raised any money by
(ix) (a) According to the information and explanations way of initial public offer or further public offer
given to us, the Company has not defaulted in (including debt instruments), during the year.
repayment of its loans or borrowings or in the Accordingly, reporting under Clause 3(x)(a) of
payment of interest thereon to any lender. the Order is not applicable to the Company.
(b) According to the information and explanations
(b) According to the information and explanations
given to us including representation received
given to us, the Company has not made any
from the management of the Company, and on
preferential allotment or private placement of
the basis of our audit procedures, we report that
shares or fully, partially or optionally convertible
the Company has not been declared a willful
debentures during the year. Accordingly,
defaulter by any bank or financial institution or
other lender. reporting under Clause 3(x)(b) of the Order is
not applicable to the Company.
(c) In our opinion and according to the information
and explanations given to us, the Company (xi) (a) To the best of our knowledge and according to
has not raised any money by way of term loans the information and explanations given to us,
during the year and did not have any term loans no fraud by the Company or on the Company
outstanding at the beginning of the current year. has been noticed or reported during the period
Accordingly, reporting under clause 3(ix)(c) of covered by our audit.
the Order is not applicable to the Company.
(b) No report under Section 143(12) of the Act has
(d) In our opinion and according to the information been filed with the Central Government for the
and explanations given to us, and on an period covered by our audit.
overall examination of the standalone financial
statements of the Company, funds raised by the (c) According to the information and explanations
Company on short term basis have not been given to us including the representation made
utilised for long term purposes. to us by the management of the Company, there
are no whistle-blower complaints received by the
(e) According to the information and explanations Company during the year.
given to us and on an overall examination of the
standalone financial statements of the Company, (xii) The Company is not a Nidhi Company and the Nidhi
the Company has not taken any funds from any Rules, 2014 are not applicable to it. Accordingly,
entity or person on account of or to meet the reporting under Clause 3(xii) of the Order is not
obligations of its subsidiaries and associates. applicable to the Company.
91
(xiii) In our opinion and according to the information and Core Investment Companies (Reserve Bank)
explanations given to us, all transactions entered Directions, 2016) has one CIC as part of the
into by the Company with the related parties are Group.
in compliance with Sections 177 and 188 of the
(xvii) The Company has not incurred any cash loss in the
Act, where applicable. Further, the details of such
current as well as the immediately preceding financial
related party transactions have been disclosed in the
year.
standalone financial statements, as required under
Indian Accounting Standard (Ind AS) 24, Related (xviii) There has been no resignation of the statutory auditors
Party Disclosures specified in Companies (Indian during the year. Accordingly, reporting under Clause
Accounting Standards) Rules 2015 as prescribed under 3(xviii) of the Order is not applicable to the Company.
Section 133 of the Act.
(xix) According to the information and explanations given
(xiv) (a) In our opinion and according to the information to us and on the basis of the financial ratios, ageing
and explanations given to us, the Company and expected dates of realisation of financial assets
has an internal audit system as required under and payment of financial liabilities, other information
Section 138 of the Act which is commensurate accompanying the standalone financial statements, our
with the size and nature of its business. knowledge of the plans of the Board of Directors and
management, we are of the opinion that no material
(b) We have considered the reports issued by the uncertainty exists as on the date of the audit report that
Internal Auditors of the Company till date for Company is capable of meeting its liabilities existing at
the period under audit. the date of balance sheet as and when they fall due
(xv) According to the information and explanation given within a period of one year from the balance sheet
to us, the Company has not entered into any non-cash date. We, however, state that this is not an assurance as
transactions with its directors or persons connected to the future viability of the Company. We further state
with them and accordingly, provisions of Section 192 that our reporting is based on the facts up to the date
of the Act are not applicable to the Company. of the audit report and we neither give any guarantee
nor any assurance that all liabilities falling due within
(xvi) (a) The Company is not required to be registered a period of one year from the balance sheet date, will
under Section 45-IA of the Reserve Bank of India get discharged by the Company as and when they fall
Act, 1934. Accordingly, reporting under Clause due.
3(xvi) of the Order is not applicable to the
Company. (xx) According to the information and explanations given
to us, the Company does not have any unspent amount
(b) The Company has not conducted any Non- in respect of any ongoing or other than ongoing project
Banking Financial or Housing Finance activities as at the expiry of the financial year. Accordingly,
during the year without a valid Certificate of reporting under clause 3(xx) of the Order is not
Registration (CoR) from the RBI as per the applicable to the Company.
Reserve Bank of India Act, 1934.
(c) According to the information and explanations For Walker Chandiok & Co LLP
given to us, the Company is not a Core Investment Chartered Accountants
Company (CIC) as defined in the regulations Firm’s Registration No.: 001076N/N500013
made by the RBI. Accordingly, reporting under
Clause 3(xvi)(c) of the Order is not applicable to Aasheesh Arjun Singh
the Company. Partner
(d) Based on the information and explanations given Membership No.: 210122
to us and as represented by the management Bengaluru
of the Company, the Group (as defined in 02 May 2022
92
ANNEXURE II TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO THE

MEMBERS OF BRITANNIA INDUSTRIES LIMITED ON THE STANDALONE FINANCIAL
STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022
Independent Auditor’s Report on the internal financial Reporting (‘the Guidance Note’) issued by the ICAI.
controls with reference to the financial statements under Those Standards and the Guidance Note require that
Clause (i) of Sub-section 3 of Section 143 of the Companies we comply with ethical requirements and plan and
Act, 2013 (‘the Act’) perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with
1. In conjunction with our audit of the standalone
reference to financial statements were established and
financial statements of Britannia Industries Limited
maintained and if such controls operated effectively in
(‘the Company’) as at and for the year ended 31 March
all material respects.
2022, we have audited the internal financial controls
with reference to financial statements of the Company 4. Our audit involves performing procedures to obtain
as at that date. audit evidence about the adequacy of the internal
Responsibilities of Management and Those Charged financial controls with reference to financial statements
with Governance for Internal Financial Controls and their operating effectiveness. Our audit of internal
financial controls with reference to financial statements
2. The Company’s Board of Directors is responsible includes obtaining an understanding of such internal
for establishing and maintaining internal financial financial controls, assessing the risk that a material
controls based on internal financial controls with weakness exists, and testing and evaluating the design
reference to financial statements criteria established by and operating effectiveness of internal control based
the Company considering the essential components of on the assessed risk. The procedures selected depend
internal control stated in the Guidance Note on Audit on the auditor’s judgement, including the assessment
of Internal Financial Controls over Financial Reporting of the risks of material misstatement of the standalone
issued by the Institute of Chartered Accountants financial statements, whether due to fraud or error.
of India. These responsibilities include the design,
implementation and maintenance of adequate internal 5. We believe that the audit evidence we have obtained
financial controls that were operating effectively for is sufficient and appropriate to provide a basis for our
ensuring the orderly and efficient conduct of the audit opinion on the Company’s internal financial
Company’s business, including adherence to the controls with reference to financial statements.
Company’s policies, the safeguarding of its assets, Meaning of Internal Financial Controls with
the prevention and detection of frauds and errors, Reference to Financial Statements
the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial 6. A Company’s internal financial controls with reference
information, as required under the Act. to financial statements is a process designed to
provide reasonable assurance regarding the reliability
Auditor’s Responsibility for the Audit of the Internal of financial reporting and the preparation of
Financial Controls with Reference to Financial standalone financial statements for external purposes
Statements in accordance with generally accepted accounting
3. Our responsibility is to express an opinion on the principles. A Company’s internal financial controls
Company’s internal financial controls with reference with reference to financial statements include those
to financial statements based on our audit. We policies and procedures that (1) pertain to the
conducted our audit in accordance with the Standards maintenance of records that, in reasonable detail,
on Auditing issued by the Institute of Chartered accurately and fairly reflect the transactions and
Accountants of India (‘ICAI’) prescribed under Section dispositions of the assets of the Company; (2) provide
143(10) of the Act, to the extent applicable to an reasonable assurance that transactions are recorded
audit of internal financial controls with reference as necessary to permit preparation of standalone
to financial statements, and the Guidance Note on financial statements in accordance with generally
Audit of Internal Financial Controls Over Financial accepted accounting principles, and that receipts and
93
expenditures of the Company are being made only in Opinion

accordance with authorisations of management and
8. In our opinion, the Company has, in all material
directors of the Company; and (3) provide reasonable
respects, adequate internal financial controls with
assurance regarding prevention or timely detection of
reference to financial statements and such controls
unauthorised acquisition, use, or disposition of the
were operating effectively as at 31 March 2022, based
Company’s assets that could have a material effect on
on the internal financial controls with reference
the standalone financial statements.
to financial statements criteria established by the
Inherent Limitations of Internal Financial Controls Company considering the essential components of
with Reference to Financial Statements internal control stated in the Guidance Note on Audit
of Internal Financial Controls over Financial Reporting
7. Because of the inherent limitations of internal
issued by the Institute of Chartered Accountants of
financial controls with reference to financial
India.
statements, including the possibility of collusion or
improper management override of controls, material For Walker Chandiok & Co LLP
misstatements due to error or fraud may occur and not Chartered Accountants
be detected. Also, projections of any evaluation of the Firm’s Registration No.: 001076N/N500013
internal financial controls with reference to financial
statements to future periods are subject to the risk
that the internal financial controls with reference Aasheesh Arjun Singh
to financial statements may become inadequate Partner
because of changes in conditions, or that the degree
of compliance with the policies or procedures may Bengaluru
deteriorate. 02 May 2022
94
STANDALONE BALANCE SHEET

` in Crores
As at Note 31 March 2022 31 March 2021
I Assets
(1) Non-current assets
(a) Property, plant and equipment 4 1,327.41 1,360.02
(b) Capital work-in-progress 4 535.27 111.66
(c) Investment property 5 34.42 35.28
(d) Intangible assets 6 15.60 8.54
(e) Financial assets
(i) Investments 7 1,221.61 1,657.38
(ii) Loans receivable 8 100.00 58.00
(iii) Other financial assets 9 13.13 13.61
(f) Deferred tax assets (net) 34 40.58 -
(g) Tax assets (net) 34 27.54 55.68
(h) Other non-current assets 10 94.33 101.13
Total non-current assets 3,409.89 3,401.30
(2) Current assets
(a) Inventories 11 1,251.64 991.28
(b) Financial assets
(i) Investments 12 802.50 1,292.96
(ii) Trade receivables 13 253.85 198.36
(iii) Cash and cash equivalents 14 9.97 77.58
(iv) Bank balances other than (iii) above 14 42.32 33.22
(v) Loans receivable 15 698.00 941.09
(vi) Other financial assets 16 426.37 388.50
(c) Other current assets 17 108.41 91.72
Total current assets 3,593.06 4,014.71
Total assets 7,002.95 7,416.01
II Equity and liabilities
(1) Equity
(a) Equity share capital 18 24.09 24.09
(b) Other equity 19 2,378.45 3,295.44
Total equity 2,402.54 3,319.53
(2) Liabilities
(A) Non-current liabilities
(a) Financial liabilities
(i) Borrowings 20 (a) 698.52 720.95
(ii) Lease liabilities 20 (b) 0.03 0.60
(iii) Other financial liabilities 21 52.39 44.69
(b) Deferred tax liabilities (net) 34 - 7.85
Total non-current liabilities 750.94 774.09
(B) Current liabilities
(i) Borrowings 20 (a) 1,479.62 1,075.70
(ii) Lease liabilities 20 (b) 0.57 0.77
(iii) Trade payables 22
(a) total outstanding dues of micro enterprises and small enterprises 62.49 26.40
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 1,094.13 1,163.13
(iv) Other financial liabilities 23 587.85 500.70
(b) Other current liabilities 24 114.09 128.36
(c) Provisions 25 451.16 365.63
(d) Tax liabilities (net) 34 59.56 61.70
Total current liabilities 3,849.47 3,322.39
Total liabilities 4,600.41 4,096.48
Total equity and liabilities 7,002.95 7,416.01
Significant accounting policies 3
See accompanying notes to the standalone financial statements
As per our report of even date attached
for Walker Chandiok & Co LLP for and on behalf of the Board of Directors
Chartered Accountants
ICAI Firm registration number: 001076N/N500013 Nusli N Wadia Varun Berry
(DIN:00015731) (DIN:05208062)
Aasheesh Arjun Singh N Venkataraman T.V.Thulsidass

Partner Executive Director and Chief Financial Officer Company Secretary
Membership number: 210122 (DIN:05220857) (Membership number:A20927)
Place : Bengaluru Place : Bengaluru

Date : 2 May 2022 Date : 2 May 2022
95
STANDALONE STATEMENT OF PROFIT AND LOSS

` in Crores
For the year ended Note 31 March 2022 31 March 2021
I Revenue from operations
Sale of goods / Income from operations 26 13,169.04 12,113.65
Other operating revenues 26 202.58 265.18
13,371.62 12,378.83
II Other income 27 359.43 292.70
III Total Income (I+II) 13,731.05 12,671.53
IV Expenses:
Cost of materials consumed 28 6,366.31 5,509.69
Purchases of stock-in-trade 29 2,183.41 1,908.50
Changes in inventories of finished goods, work-in-progress and stock- in-trade 30 (73.96) (43.22)
Employee benefits expense 31 413.56 402.85
Finance costs 32 133.46 97.81
Depreciation and amortisation expense 4, 5, 6 170.01 166.77
Other expenses 33 2,393.14 2,249.69
Total expenses 11,585.93 10,292.09
V Profit before tax (III-IV) 2,145.12 2,379.44
VI Tax expense:
(i) Current tax 34 590.36 622.53
(ii) Deferred tax 34 (48.43) (3.12)
541.93 619.41
VII Profit for the year (V-VI) 1,603.19 1,760.03
VIII Other comprehensive income
Items that will not be reclassified subsequently to statement of profit or loss
Remeasurements of the net defined benefit (liability)/asset 0.65 3.27
Income-tax relating to items not to be reclassified subsequently to statement of profit or loss (0.16) (0.85)
Other comprehensive income, net of tax 0.49 2.42
IX Total comprehensive income for the year (VII+VIII) 1,603.68 1,762.45
Earnings per share (face value of ` 1 each) 41

Basic [in `] 66.56 73.12
Diluted [in `] 66.56 73.09
Weighted average number of equity shares used in computing earnings per share:
- Basic 240,868,296 240,716,747
- Diluted 240,868,296 240,800,190
(DIN:00015731) (DIN:05208062)


96
97
STANDALONE STATEMENT OF CHANGES IN EQUITY
` in Crores
Equity share Other equity Total equity
capital attributable
Reserves and Surplus Other comprehensive income
to equity
Particulars
Securities Retained Capital Capital Debenture General Share options Equity Other items holders of the
premium earnings reserve redemption redemption reserve outstanding instruments of OCI Company
reserve reserve account through OCI
Balance as at 1 April 2020 24.05 116.62 3,028.75 0.43 3.96 180.24 893.74 34.41 - (7.55) 4,274.65
Changes in equity for the year ended 31 March 2021
Increase in share capital on exercise of employee stock 0.04 - - - - - - - - - 0.04
options
Share based payment [Refer note 31] - - - - - - - 18.94 - - 18.94

Transfer to securities premium on issue of equity shares - 103.11 - - - - - - - - 103.11
Transfer to securities premium from share options - 25.25 - - - - - (25.25) - - -
outstanding account
Dividends - - (2,839.66) - - - - - - - (2,839.66)
Remeasurement of the net defined benefit (liability)/asset, - - - - - - - - - 2.42 2.42
net of tax effect
Profit for the year - - 1,760.03 - - - - - - - 1,760.03
Balance as at 31 March 2021 24.09 244.98 1,949.12 0.43 3.96 180.24 893.74 28.10 - (5.13) 3,319.53
Equity share Other equity Total equity

capital attributable
Reserves and Surplus Other comprehensive income
to equity
Particulars
Securities Retained Capital reserve Capital Debenture General reserve Share options Equity Other items of holders of the
premium earnings redemption redemption outstanding instruments OCI Company
reserve reserve account through OCI
Balance as at 1 April 2021 24.09 244.98 1,949.12 0.43 3.96 180.24 893.74 28.10 - (5.13) 3,319.53
Changes in equity for the year ended 31 March 2022
Share based payment [Refer note 31] - - - - - - - 4.78 - - 4.78
Transfer to Retained earnings [Refer note 49] - - - - - - (195.22) (0.42) - - (195.64)
Transfer from general reserve - - 195.22 - - - - - - - 195.22
Transfer from Share options outstanding account - - 0.42 - - - - - - - 0.42
Dividends - - (1,794.47) - - - - - - - (1,794.47)
Issue of bonus debentures - - - - - - (698.52) - - - (698.52)
Remeasurement of the net defined benefit (liability)/asset, - - - - - - - - - 0.49 0.49
net of tax effect
Transfer to liabilities-Phantom Option Scheme - - - - - - - (32.46) - - (32.46)
Profit for the year - - 1,603.19 - - - - - - - 1,603.19
Balance as at 31 March 2022 24.09 244.98 1,953.48 0.43 3.96 180.24 - - - (4.64) 2,402.54

(DIN:00015731) (DIN:05208062)



STANDALONE STATEMENT OF CASH FLOW

` in Crores
For the year ended 31 March 2022 31 March 2021
Cash flow from operating activities
Profit before tax 2,145.12 2,379.44
Adjustments for :
Depreciation and amortisation expense 170.01 166.77
Share based (ESOS) expenses 4.78 18.94
Net gain on financial asset measured at fair value through statement of profit and (26.84) (60.75)
loss
Profit on sale of property, plant and equipment (1.03) (0.09)
Dividend income (146.33) -
Interest income (171.97) (219.52)
Finance costs 133.46 97.81
2,107.20 2,382.60
Changes in
Inventories (260.36) (357.75)
Trade receivables (55.49) 43.87
Loans receivable, other financial assets and other assets (57.78) (151.57)
Trade payables, other financial liabilities, other liabilities and provisions 37.04 476.09
Cash generated from operating activities 1,770.61 2,393.24
Income-tax paid, net of refund (564.52) (601.68)
Net cash generated from operating activities 1,206.09 1,791.56
Cash flow from investing activities
Acquisition of property, plant and equipment and intangible assets (542.21) (228.56)
Proceeds from sale of property, plant and equipment 1.70 0.28
Sale of investments, net 947.07 272.58
Investment in subsidiary - (21.00)
Redemption of preference shares in subsidiary 6.00 -
Inter-corporate deposits placed (740.00) (1,193.00)
Inter-corporate deposits redeemed 941.00 1,441.00
Change in other bank balances (9.10) (15.82)
Interest received 185.95 230.68
Dividend received 140.22 -
Net cash generated from investing activities 930.63 486.16
Cash flow from financing activities
Interest paid (108.15) (88.14)
Proceeds from share allotment - 103.15
Principal payment of lease liabilities (0.77) (0.81)
Interest paid on lease liabilities (0.14) (0.33)
Issue of bonus debentures 698.52 -
Proceeds from issue of Commercial paper - 1,431.08
Repayment of Commercial paper (966.29) (943.24)
Net proceeds from other working capital borrowings* 650.00 100.39
Dividends paid (including bonus debentures) (2,484.88) (2,823.75)
Net cash used in financing activities (2,211.71) (2,221.65)
Net change in cash and cash equivalents (74.99) 56.07
Cash and cash equivalents at beginning of the year (net of bank overdraft) 76.29 20.22
Cash and cash equivalents at end of the year (net of bank overdraft) 1.30 76.29
98
STANDALONE STATEMENT OF CASH FLOW

` in Crores
Note:
Cash and cash equivalents at the end of the year [Refer note 14] 9.97 77.58
Bank overdraft [Refer note 20] (8.67) (1.29)
1.30 76.29
Debt reconciliation statement in accordance with Ind AS 7
Current borrowings and Current lease liabilities
Opening balance 1,076.47 480.60
Proceeds from borrowings, net (309.11) 587.75
Net change in interest (8.12) 8.12
Closing balance 759.24 1,076.47
Non - current borrowings, Non-current lease liabilities and Current maturities of
long-term debt
Opening balance 721.55 722.13
Proceeds from borrowings, net 697.95 (0.58)
Closing balance 1,419.50 721.55
* Bank Overdraft is shown under cash and cash equivalent as per requirement of IND AS 7, hence proceeds from borrowings
under financing activity is excluding the movement in bank overdraft.
Significant accounting policies [Refer note 3]

(DIN:00015731) (DIN:05208062)


99
NOTES TO STANDALONE FINANCIAL STATEMENTS
1 Reporting entity
Britannia Industries Limited (the ‘Company’) is a company domiciled in India, with its registered office situated at
5/1A, Hungerford Street, Kolkata, West Bengal - 700017. The Company has been incorporated under the provisions of
Indian Companies Act and its equity shares are listed on the National Stock Exchange (NSE) and the Bombay Stock
Exchange (BSE) in India. The Company is primarily involved in manufacturing and sale of various food products.
2 Basis of preparation
A. Statement of compliance
The financial statements of the Company have been prepared in accordance with Indian Accounting Standards
(Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015, as amended, notified under Section
133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
The standalone financial statements were authorised for issue by the Company’s Board of Directors on 2 May
2022.
Details of the Company’s accounting policies are included in Note 3.
B. Functional and presentation currency
These standalone financial statements are presented in Indian Rupees (`), which is also the Company’s functional
currency. All amounts have been rounded-off to two decimal places to the nearest crores, unless otherwise
indicated.
C. Basis of measurement
The standalone financial statements have been prepared on the historical cost basis except for the following
items:
Items Measurement basis
Certain financial assets and liabilities Fair value
Share-based payments Fair value
Net defined benefit asset/(liability) Fair value of plan assets less present value of defined benefit obligations
D. Use of estimates and judgements

In preparing these standalone financial statements, the Company has made judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the
amounts recognised in the standalone financial statements is included in the following notes:
- Note 36 - leases: whether an arrangement contains a lease and lease classification
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment in the year ending 31 March 2022 is included in the following notes:
100
NOTES TO STANDALONE FINANCIAL STATEMENTS (CONTINUED)
- Note 44 - measurement of defined benefit obligations: key actuarial assumptions;

- Note 40 - recognition and measurement of provisions and contingencies: key assumptions about the likelihood
and magnitude of an outflow of resources;
- Note 4 - useful life of property, plant and equipment
- Notes 7 to 9 and Notes 12,13,15 and 16 - impairment of financial assets.
E. Measurement of fair values
Certain accounting policies and disclosures of the Company require the measurement of fair values, for both
financial and non financial assets and liabilities.
The Company has an established control framework with respect to the measurement of fair values.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Company uses observable market data as far as
possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair
value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value
hierarchy as the lowest level input that is significant to the entire measurement.
The Company recognises transfers between levels of the fair value hierarchy at the end of the reporting period
during which the change has occurred.
Further information about the assumptions made in the measuring fair values is included in the following notes:
- Note 5 - investment property
- Note 18 (e) - Share based payments / Phantom Option Scheme
- Note 50 - financial instruments.
3. Significant accounting policies
(a) Property, plant and equipment
i. Recognition and measurement
Items of property, plant and equipment, are measured at cost (which includes capitalised borrowing costs,
if any) less accumulated depreciation and accumulated impairment losses, if any.
Cost of an item of property, plant and equipment includes its purchase price, duties, taxes, after deducting
trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for
its intended use and estimated costs of dismantling and removing the item and restoring the site on which
it is located.
101
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct
labour and any other costs directly attributable to bringing the item to its intended working condition and
estimated costs of dismantling, removing and restoring the site on which it is located, wherever applicable.
If significant parts of an item of property, plant and equipment have different useful lives, then they are
accounted for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Statement of
Profit and Loss.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated
with the expenditure will flow to the Company.
iii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual
value using straight line method over the useful lives of assets as per schedule II of the Companies Act,
2013 and is recognised in the Statement of Profit and Loss. Assets acquired under lease are depreciated
over the shorter of the lease term and their useful lives unless it is reasonably certain that the Company will
obtain ownership by the end of the lease term. Depreciation for assets purchased / sold during the period
is proportionately charged.
The range of estimated useful lives of items of property, plant and equipment are as follows:
Asset Useful life
Plant and equipment 7.5 - 15 years
Furniture and fixtures 10 years
Motor vehicles 8 years
Office equipment 3 - 5 years
Buildings 30 - 60 years
Freehold land is not depreciated.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed
at each financial year-end and adjusted prospectively, if appropriate.
iv. Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is reclassified
as investment property at its carrying amount on the date of classification.
v. Capital work-in-progress (CWIP)
Capital work-in-progress includes cost of property, plant and equipment/ intangible assets under installation
/ under development as at the balance sheet date.
(b) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but
not for sale in the ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to
initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
impairment losses, if any.
102
The Company depreciates investment properties on a straight-line basis over the useful life of the asset as
specified in the table above.
Any gain or loss on disposal of an investment property is recognised in the Statement of Profit and Loss.
The fair values of investment property is disclosed in the notes accompanying these financial statements. Fair
values are determined by an independent valuer who holds recognised and relevant professional qualification
and has recent experience in the location and category of the investment property being valued.
(c) Intangible assets
Internally generated: Research and development
Expenditure on research activities is recognised in the Statement of Profit and Loss as incurred.
Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure
can be measured reliably, the product or process is technically and commercially feasible, future economic
benefits are probable, and the Company intends to and has sufficient resources to complete the development and
to use or sell the asset. Otherwise, it is recognised in the Statement of Profit and Loss as incurred. Subsequent
to initial recognition, the asset is measured at cost less accumulated amortisation and accumulated impairment
losses, if any.
Others
Other intangible assets including those acquired by the Company in a business combination are initially
measured at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and
accumulated impairment losses, if any.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over
their estimated useful lives using the straight-line method, and is included in depreciation and amortisation in
Statement of Profit and Loss.
The estimated useful lives are as follows:
Asset Useful life
Computer software 6 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted
if appropriate.
(d) Impairment
(i) Financial assets
The Company recognises loss allowances using the expected credit loss (ECL) model for the financial assets
which are not fair valued through Statement of Profit and Loss. Loss allowance for trade receivables with
no significant financing component is measured at an amount equal to lifetime ECL. For all other financial
assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been
a significant increase in credit risk from initial recognition in which case those are measured at lifetime
ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the
reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss
in the Statement of Profit and Loss.
103
(ii) Non -financial assets

Intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the
value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such cases, the recoverable amount is determined
for the cash generated units to which the asset belongs. If such assets are considered to be impaired, the
impairment to be recognised in the Statement of Profit and Loss is measured by the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is
reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine
the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been determined (net of
any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in
prior years.
(e) Leases
The Company at the inception of a contract, assesses whether a contract, is or contains a lease. A contract is,
or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. A lessee recognises a Right-of-use asset representing its right to use the
underlying asset and a lease liability representing its obligation to make lease payments. The Company does
not recognise right-of-use of assets and lease liabilities for short term leases that have a lease term of 12 months
or less and leases of low value assets. The Company recognises the lease payments associated with these leases
as an expense on a straight line basis over the lease term. Lessor accounting remains similar to the accounting
under the previous standard i.e. lessor continues to classify leases as finance or operating lease. The arrangement
is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and
the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an
arrangement.
As a lessee
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right of
use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any
lease payments made at or before the commencement date, plus any initial direct cost incurred and an estimate
of cost to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is
located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight line method from the commencement date
to the earlier of the end of the useful life or the end of the lease term. The estimated useful life of the right-of-use
assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Company’s incremental borrowing rate. The lease payments shall include fixed payments,
variable lease payments, residual value guarantees, exercise price of a purchase option where the Company
is reasonably certain to exercise that option and payment of penalties for terminating the lease, if the lease
term reflects the lessee exercising an option to terminate the lease. Subsequent to initial measurement, the
104
liability is reduced for payments made and increased for interest. It is remeasured to reflect any reassessment
or modification, or if there are changes in in-substance fixed payments. When the lease liability is remeasured,
the corresponding adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is
already reduced to zero. On the Balance Sheet, right-of-use assets have been included under property, plant and
equipment and lease liabilities have been included under financial liabilities.
As a lessor
Lease income from operating leases, where the Company is a lessor, is recognised on a straight-line basis over
the lease term unless the receipts are structured to increase in line with expected general inflation to compensate
for the expected inflation.
(f) Inventories
Inventories are valued at the lower of cost (including prime cost, non-refundable taxes and duties and other
overheads incurred in bringing the inventories to their present location and condition) and estimated net
realisable value, after providing for obsolescence, where appropriate. The comparison of cost and net realisable
value is made on an item-by-item basis. The net realisable value of materials in process is determined with
reference to the selling prices of related finished goods. Raw materials, packing materials and other supplies held
for use in production of inventories are not written down below cost except in cases where material prices have
declined, and it is estimated that the cost of the finished products will exceed their net realisable value.
The provision for inventory obsolescence is assessed regularly based on estimated usage and shelf life of products.
Raw materials, packing materials and stores and spares are valued at cost computed on moving weighted average
basis. The cost includes purchase price, inward freight and other incidental expenses net of refundable duties,
levies and taxes, where applicable.
Work-in-progress is valued at input material cost plus conversion cost as applicable.
Finished goods and stock-in-trade are valued at the lower of net realisable value and cost (including prime
cost, non-refundable taxes and duties and other overheads incurred in bringing the inventories to their present
location and condition), computed on a moving weighted average basis.
(g) Financial instruments
i. Recognition and initial measurement
The Company initially recognises financial assets and financial liabilities when it becomes a party to the
contractual provisions of the instrument. All financial assets and liabilities are measured at fair value on
initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial
assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on
initial recognition.
ii. Classification and subsequent measurement
Financial assets
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose
objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
105
Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through
profit or loss.
Financial liabilities
Financial liabilities are subsequently carried at amortised cost using the effective interest method. For
trade and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
Investment in subsidiaries, joint venture and associates
Investment in equity shares in subsidiaries, joint venture and associates is carried at cost in the financial
statements.
iii. Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the
financial asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of the financial assets are transferred or in which the
Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not
retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but
retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets
are not derecognised.
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled,
or expire.
The Company also derecognises a financial liability when its terms are modified and the cash flows under
the modified terms are substantially different. In this case, a new financial liability based on the modified
terms is recognised at fair value. The difference between the carrying amount of the financial liability
extinguished and a new financial liability with modified terms is recognised in the Statement of Profit and
Loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the Balance Sheet when,
and only when, the Company has a legally enforceable right to set off the amounts and it intends either to
settle them on a net basis or realise the asset and settle the liability simultaneously.
106
(h) Revenue recognition

The Company recognises revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
A 5-step approach is used to recognise revenue as below:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
(i) Sale of goods:
Revenue is recognised when a customer obtains control of the goods which is ordinarily upon delivery
at the customer premises. Revenue is measured at fair value of the consideration received or receivable,
after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the
government which are levied on sales such as goods and services tax, etc. For certain contracts that permit
the customer to return an item, revenue is recognised to the extent that it is probable that a significant
reversal in the amount of cumulative revenue recognised will not occur. As a consequence, for those
contracts for which the Company is unable to make a reasonable estimate of return, revenue is recognised
when the return period lapses or a reasonable estimate can be made. A refund liability and an asset for
recovery is recognised for these contracts and presented separately in the balance sheet.
(ii)
Deferred revenue:
The Company has a customer loyalty programme for selected customers. The Company grants credit
points to those customers as part of a sales transaction which allows them to accumulate and redeem those
credit points. The consideration is allocated between the loyalty programme and the goods based on their
relative stand-alone selling prices. The credit points have been deferred and will be recognised as revenue
when the reward points are redeemed or lapsed.
(iii) Income from royalties are recognised based on contractual agreements.
(iv) Dividend income is recognised when the Company’s right to receive the payment is established, which is
generally when shareholders approve the dividend.
(v) For all financial instruments measured at amortised cost, interest income is recorded using the effective
interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts
over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying
amount of the financial asset. Interest income is included in other income in the Statement of Profit and
Loss.
(i) Business combination
Business combinations arising from transfers of interest in entities that are under the control of the shareholder
who control the Company are accounted for as if the acquisition had occurred at the beginning of the earliest
comparative period presented or, if later, at the date that common control was established; for this purpose
comparatives are revised. The assets and liabilities acquired are recognised at their carrying amounts. The
identity of the reserves is preserved and they appear in the financial statements of the Company in the same
form in which they appeared in the financial statements of the acquired entity. The difference, if any, between
the value of net assets and the consequent reduction in value of investment held by the Company is transferred
to the capital reserve or to the accumulated balance of profit and loss.
107
(j) Foreign currencies

Transactions in foreign currencies are initially recorded by the Company at their functional currency spot rates at
the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the
functional currency spot rates of exchange at the reporting date. Exchange differences that arise on settlement
of monetary items or on reporting at each balance sheet date are recognised as income or expenses in the period
in which they arise. Non-monetary items which are carried at historical cost denominated in a foreign currency
are reported using the exchange rates at the date of transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined.
(k) Government grants/Incentives
Government grants/incentives are recognised where there is reasonable assurance that the grant/incentives will
be received and all attached conditions will be complied with. When the grant/incentives relates to revenue, it is
recognised in the Statement of Profit and Loss on a systematic basis over the periods to which they relate. When
the grant/incentives relates to an asset, it is treated as deferred income and recognised in the Statement of Profit
and Loss on a systematic basis over the useful life of the asset.
(l) Income tax
Income tax comprises current and deferred tax. It is recognised in the Statement of Profit and Loss except
to the extent that it relates to a business combination or to an item recognised directly in equity or in other
comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year
and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax
reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty,
if any related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively
enacted by the reporting date.
ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.
Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not
recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss at the time of
transaction.
- temporary differences related to investments in subsidiaries, associates and interests in joint ventures,
when the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which they can be used.
Deferred tax assets recognised or unrecognised are reviewed at each reporting date and are recognised /
reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will
be realised.
108
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised
or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting
date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
The Company offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax
assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and
liabilities on a net basis.
(m) Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of those property, plant and equipment
which necessarily takes a substantial period of time to get ready for their intended use are capitalised. All other
borrowing costs are expensed in the period in which they incur in the Statement of Profit and Loss.
(n) Provisions and contingent liabilities
i. General
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of resources embodying economic benefits will be required
to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the
Company expects some or all of a provision to be reimbursed, the expense relating to a provision is
presented in the Statement of Profit and Loss net of any reimbursement.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
ii. Contingent liabilities
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation
that may probably not require an outflow of resources. When there is a possible or a present obligation
where the likelihood of outflow of resources is remote, no provision or disclosure is made.
iii. Onerous contracts
Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the
obligations under the contract exceed the economic benefits expected to be received under it, are recognised
when it is probable that an outflow of resources embodying economic benefits will be required to settle a
present obligation as a result of an obligating event based on a reliable estimate of such obligation.
(o) Employee benefits
i. Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short-term employee benefits, which include benefits like salaries, wages, short-term compensated
absences and performance incentives and are recognised as expenses in the period in which the employee
renders the related service.
109
ii. Post-employment benefits

Contributions to defined contribution schemes such as Provident Fund, Pension Fund, etc., are recognised
as expenses in the period in which the employee renders the related service. In respect of certain employees,
Provident Fund contributions are made to a Trust administered by the Company. The interest rate payable
to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central
Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall,
if any, after considering the accumulated reserves with the Trust, shall be made good by the Company. To this
extent, the Provident Fund scheme could be considered as a defined benefit plan. In respect of contributions
made to government administered Provident Fund, the Company has no further obligations beyond its
monthly contributions. The Company also provides for post-employment defined benefit in the form of
gratuity and medical benefits. The cost of providing benefit is determined using the projected unit credit
method, with actuarial valuation being carried out at each balance sheet date. Remeasurement of the net
benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interests)
and the effect of the assets ceiling (if any, excluding interest) are recognised in other comprehensive income.
The effect of any plan amendments are recognised in net profit in the Statement of Profit and Loss.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (‘BILCSPF’) and Britannia Industries
Limited Officers’ Pension Fund Trust (‘BILOPF’) were established by the Company to administer pension
schemes for its employees. These trusts are managed by the Trustees. The Pension Scheme is applicable to
all the managers and officers of the Company who have been employed up to the date of 15 September 2005
and any manager or officer employed after that date, if he has opted for the membership of the Scheme. The
Company makes a contribution of 15% of basic salary in respect of the members, each month to the trusts.
On retirement, subject to the vesting conditions as per the rules of the trust, the member becomes eligible
for pension, which is paid from annuity purchased in the name of the member by the trusts.
iii. Other long-term employee benefits
All employee benefits (other than post-employment benefits and termination benefits) which do not fall
due wholly within twelve months after the end of the period in which the employees render the related
services are determined based on actuarial valuation or discounted present value method carried out
at each balance sheet date. The expected cost of accumulating compensated absences is determined by
actuarial valuation performed by an independent actuary as at 1 January every year using projected unit
credit method on the additional amount expected to be paid / availed as a result of the unused entitlement
that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is
recognised in the period in which the absences occur.
iv. Voluntary retirement scheme benefits
Voluntary retirement scheme benefits are recognised as an expense in the year they are incurred.
(p) Share based payment/Cash-settled share-based payments
The cost of equity-settled transactions is determined by the fair value on the date when the grant is made
using an appropriate valuation model. That cost is recognised in employee benefits expense, together with a
corresponding increase in share-based payment (share options outstanding account) reserves in equity, over
the period in which the performance and/or service conditions are fulfilled. The dilutive effect of outstanding
options is reflected as additional share dilution in the computation of diluted earnings per share.
For cash-settled share-based payments, the fair value of the amount payable to employees is recognised as
employee benefits expense with a corresponding increase in liabilities, over the vesting period. The liability
is remeasured at each reporting period up to, and including the settlement date, with changes in fair value
recognised in employee benefits expense.
110
(q) Cash and cash equivalents

Cash and cash equivalents includes cash on hand, cheques on hand and demand deposits with banks with
original maturities of three months or less.
(r) Earnings per share
Basic Earnings Per Share (‘EPS’) is computed by dividing the net profit attributable to the equity shareholders
by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the net profit by the weighted average number of equity shares considered for deriving
basic earnings per share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The
number of shares and potentially dilutive equity shares are adjusted retrospectively for all periods presented in
case of share splits.
(s) Cash flow statement
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and
items of income or expenses associated with investing or financing cash flows. The cash flows from regular
revenue generating (operating activities), investing and financing activities of the Company are segregated.
(t) Recent accounting pronouncements
Standards issued but not effective on Balance Sheet date:
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended
the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below;
Ind AS 109 - Financial Instruments
The amendment clarifies that the terms are substantially different if the discounted present value of the cash
flows under the new terms, including any fees paid net of any fees received and discounted using the original
effective interest rate, is at least 10 per cent different from the discounted present value of the remaining cash
flows of the original financial liability. In determining those fees paid net of fees received, a borrower includes
only fees paid or received between the borrower and the lender, including fees paid or received by either the
borrower or lender on the other‘s behalf.
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or
fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification
is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability
and are amortised over the remaining term of the modified liability.
Ind AS 16 – Property Plant and equipment - The amendment clarifies that excess of net sale proceeds of items
produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the
directly attributable costs considered as part of cost of an item of property, plant, and equipment. The Company
has evaluated the amendment and there is no impact on its standalone financial statements.
Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the
‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to a
contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials) or
an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The Company
has evaluated the amendment and there is no impact on its standalone financial statements.
111
Note 4 - Property, plant and equipment and capital work-in-progress
Reconciliation of carrying amount
` in Crores
Description Gross carrying amount Accumulated depreciation Carrying
amounts
(net)
As at Additions Disposals Adjustment As at As at Depreciation Disposals Adjustment As at As at
1 April 2021 31 March 1 April 2021 for the year 31 March 31 March
2022 2022 2022
Own assets
Freehold land 96.10 7.71 - - 103.81 - - - - - 103.81
Buildings (a) 589.40 7.87 - - 597.27 82.72 20.41 - - 103.13 494.14
Plant and equipment 1,142.96 110.54 16.79 - 1,236.71 579.13 134.46 16.53 - 697.06 539.65
Furniture and fixtures 26.60 0.25 0.06 - 26.79 13.05 2.56 0.06 - 15.55 11.24
Motor vehicles 1.26 1.54 0.42 - 2.38 0.92 0.12 0.37 - 0.67 1.71
Office equipment 38.17 5.12 0.06 - 43.23 29.38 4.14 0.06 - 33.46 9.77
Right of use assets

Leasehold land 176.51 - - - 176.51 6.97 2.51 - - 9.48 167.03
Motor vehicles (c) 2.36 - 0.62 - 1.74 1.17 0.77 0.26 - 1.68 0.06
Total 2,073.36 133.03 17.95 - 2,188.44 713.34 164.97 (b) 17.28 - 861.03 1,327.41
Description Gross carrying amount Accumulated depreciation Carrying

amounts
(net)
As at Additions Disposals Adjustment As at As at Depreciation Disposals Adjustment As at As at
1 April 2020 31 March 1 April 2020 for the year 31 March 31 March
2021 2021 2021
Own assets
Freehold land 96.10 - - - 96.10 - - - - - 96.10
Buildings (a) 574.90 14.52 0.02 - 589.40 62.59 20.15 0.02 - 82.72 506.68
Plant and equipment 1,071.35 74.40 5.08 2.29 1,142.96 452.51 131.52 4.90 - 579.13 563.83
Furniture and fixtures 26.15 0.51 0.06 - 26.60 10.52 2.58 0.05 - 13.05 13.55
Motor vehicles 1.26 - - - 1.26 0.76 0.16 - - 0.92 0.34
Office equipment 32.24 5.96 0.03 - 38.17 23.94 5.47 0.03 - 29.38 8.79
Right of use assets

Leasehold land 167.28 9.23 - - 176.51 4.52 2.45 - - 6.97 169.54
Motor vehicles (c) 2.12 0.39 0.15 - 2.36 0.54 0.78 0.15 - 1.17 1.19
Total 1,971.40 105.01 5.34 2.29 2,073.36 555.38 163.11 (b) 5.15 - 713.34 1,360.02
112
113
` in Crores
Capital work-in-progress [Refer note (d) below]
Particulars 31 March 2022 31 March 2021
Carrying amount
Opening carrying amount 111.66 38.92
Additions 567.76 97.73
Assets capitalised 144.15 23.40

Adjustment - 1.59
Closing carrying amount 535.27 111.66
Notes:
(a) Buildings include fully paid unquoted shares and bonds in respect of ownership of flats in 1 Co-operative Housing Society (31 March
2021: 1 Co-operative Housing Society); 10 shares (31 March 2021: 10 shares) of ` 50/- each.
(b) Depreciation and amortisation: 31 March 2022 31 March 2021

Depreciation charge for the year 164.97 163.11
Depreciation charge on investment property for the year [Refer note 5] 0.86 0.86
Amortisation for the year [Refer note 6] 4.18 2.80
Depreciation and amortisation charge for the year 170.01 166.77
(c) Refer note 20(b) and 36(b)
(d) Refer note 35(ii)(a) and 53(a).

` in Crores
Note 5 - Investment property
Gross carrying amount
Opening gross carrying amount 38.24 38.24
Additions during the year - -
Closing gross carrying amount 38.24 38.24
Accumulated depreciation
Opening accumulated depreciation 2.96 2.10
Depreciation charge during the year 0.86 0.86
Closing accumulated depreciation 3.82 2.96
Net carrying amount 34.42 35.28
The fair value of investment property is ` 48.40 (31 March 2021: ` 44.98) and the same has been determined by an external
independent registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017. The fair
value measurement for investment property has been categorised as Level 2 fair value based on the inputs to the valuation
technique used. The valuation techniques used for determining the fair value of the property was based on the prevailing
market price of similar property in the same locality. The above investment property includes an asset that has been sub-
leased and rental income of ` 2.97 (31 March 2021: ` 2.97) has been recognised in the Statement of Profit and Loss [Other
receipts - Refer Note 27].
Note 6 - Intangible assets
Description Gross carrying amount Accumulated amortisation Carrying
amounts
(net)
As at Additions Disposals As at As at Amortisation Disposals As at As at
1 April 31 March 1 April for the year 31 March 31 March
2021 2022 2021 2022 2022
Own assets
Trademarks 0.03 - - 0.03 - - - - 0.03
Designs 0.01 - - 0.01 - - - - 0.01
Computer software 30.40 11.24 - 41.64 21.90 4.18 - 26.08 15.56
Total 30.44 11.24 - 41.68 21.90 4.18 - 26.08 15.60
Description Gross carrying amount Accumulated amortisation Carrying

amounts
(net)
As at Additions Disposals As at As at Amortisation Disposals As at As at
1 April 31 March 1 April for the year 31 March 31 March
2020 2021 2020 2021 2021
Own assets
Trademarks 0.03 - - 0.03 - - - - 0.03
Designs 0.01 - - 0.01 - - - - 0.01
Computer software 27.43 2.97 - 30.40 19.10 2.80 - 21.90 8.50
Total 27.47 2.97 - 30.44 19.10 2.80 - 21.90 8.54
114

` in Crores
Note 7 - Non-current investments [Refer note 37 (i) and (ii)]

Units / Nos. Amount
Face value per As at As at As at As at
share / unit 31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unquoted
(i) Investments in equity instruments (fully paid)
At cost less provision for impairment
Subsidiaries
Sunrise Biscuit Company Private Limited ` 10 14,049,650 14,049,650 14.03 14.03
J B Mangharam Foods Private Limited ` 10 354,136 354,136 0.54 0.54
International Bakery Products Limited ` 10 1,320,009 1,320,009 1.75 1.75
Manna Foods Private Limited ` 10 4,875,001 4,875,001 4.67 4.67
Britannia Dairy Private Limited ` 10 5,779,999 5,779,999 70.02 70.02
Boribunder Finance and Investments Private Limited ` 10 2,670,999 2,670,999 2.58 2.58
Britchip Foods Limited ` 10 90,000,000 90,000,000 90.00 90.00
Britannia Nepal Private Limited NPR 100 8,800,000 8,800,000 55.00 55.00
Britannia Bangladesh Private Limited TK.10 409,999 409,999 0.34 0.34
Britannia Dairy Holdings Private Limited, Mauritius USD 1 2,000 2,000 0.01 0.01
238.94 238.94
Ganges Vally Foods Private Limited ` 10 25,558,639 25,558,639 26.02 26.02
Less: Provision for impairment in value of investments (16.00) (16.00)
10.02 10.02
Britannia and Associates (Mauritius) Private Limited, USD 1 24,372,087 24,372,087 121.69 121.69
Mauritius
Associates
Nalanda Biscuits Company Limited ` 10 87,500 87,500 0.28 0.28
Sunandaram Foods Private Limited ` 10 459,800 459,800 14.50 14.50
14.78 14.78
385.43 385.43
(ii) Investments in preference shares (fully paid)
At amortised cost
Subsidiaries
Britannia Dairy Private Limited - 10% Non-cumulative ` 10 - 6,000,000 - 6.00
Redeemable preference shares *
Britannia Dairy Holdings Private Limited, Mauritius - USD 1 7,411,000 7,411,000 0.05 0.05
Class C - preference shares
0.05 6.05
(iii) Investments in other equity instruments
At fair value through profit and loss
Watsun Infrabuild Private Limited ` 10 212,625 212,625 0.22 0.22
Fairsun Solar Private Limited ` 10 290,908 - 2.40 -
2.62 0.22
(iv) Investments in debentures / bonds / mutual funds
At cost
Subsidiaries
International Bakery Products Limited - 0% Unsecured ` 100,000 582 582 5.82 5.82
Fully Convertible Debentures
* During the year ended 31 March 2022, preference shares have been redeemed.
115

` in Crores
As at 31 March 2022 31 March 2021
(i) Investments in mutual funds - 221.12
(ii) Investments with insurance companies 16.01 15.40
At amortised cost
(i) Investments in debentures / bonds 789.10 1,000.10
(ii) Investments in tax free bonds 14.11 14.11
(iii) Investments in government securities 8.47 9.13
Total non-current investments 1,221.61 1,657.38
Total quoted non-current investments - -
Total unquoted non-current investments 1,221.61 1,657.38
1,221.61 1,657.38
Aggregate provision for impairment in value of investments 16.00 16.00
Aggregate market value of quoted non-current investments - -
Note 8 - Non-current loans receivable

Unsecured
Considered good:
Inter-corporate deposits [Refer note 38(b) and 43] 100.00 58.00
100.00 58.00
Note 9 - Other non-current financial assets

Security deposits 12.30 12.73
Bank deposits with more than 12 months maturity 0.83 0.88
13.13 13.61
Note 10 - Other non-current assets

Unsecured
Considered good:
Capital advances 79.16 81.88
Advances other than capital advances
- Advances to statutory authorities 14.09 17.12
Others
- Prepaid rent 0.05 0.09
- Receivable from others 1.03 2.04
Considered doubtful:
Advances to others 8.93 8.93
Less: Loss allowance (8.93) (8.93)
94.33 101.13
116

` in Crores
Note 11 - Inventories*
Raw materials / Packing materials 869.83 695.22
Work-in-progress 0.39 0.04
Finished goods 255.31 213.18
Goods-in-transit (Finished goods) 16.69 3.96
Stock-in-trade 66.25 47.50
Stores and spare parts 43.17 31.38
1,251.64 991.28
*Refer note 3 (f) for mode of valuation for inventories.
The write down of inventories to net realisable value amounted to ` 0.46 (31 March 2021: ` 0.07). The write down is
included in Cost of materials consumed or Changes in inventories of finished goods, work-in-progress and stock- in-trade.
Note 12 - Current investments

(i) Investments in mutual funds 591.34 1,278.97
At amortised cost [Refer note 37 (iii) and (iv)]
(i) Investments in debentures / bonds 210.50 11.80
(ii) Investments in government securities 0.66 2.19
Total current investments 802.50 1,292.96
Total quoted current investments - -
Total unquoted current investments 802.50 1,292.96
802.50 1,292.96
Note 13 - Trade receivables

Unsecured
Considered good: 256.67 200.72
256.67 200.72
Less: Loss allowance 2.82 2.36
253.85 198.36
[Refer note 43, 50 and 53(b)]
117

` in Crores
Note 14 - Cash and bank balances
Cash and cash equivalents:
- Cash on hand - 0.01
- Cheques on hand 0.60 0.58
- Current accounts 9.37 76.99
9.97 77.58
Other bank balances:
- Unpaid dividend accounts # 37.43 29.32
- Unclaimed debenture interest # 1.66 0.86
- Deposit accounts * 3.23 3.04
42.32 33.22
52.29 110.80
# Refer Note 46
* Includes against guarantees.
Note 15 - Current loans receivable

Unsecured
Considered good:
Loans to others - 0.09
698.00 941.09
Note 16 - Other current financial assets

Interest accrued but not due 70.80 84.78
Incentives recoverable* 342.36 298.72
Dividend receivable 6.11 -
426.37 388.50
*Incentives recoverable in accordance with the State Industrial Policy of certain States.
Note 17 - Other current assets

Unsecured
Considered good:
- Advances to related parties [Refer note 43] 12.22 11.69
- Advance for supply of goods 8.82 2.17
- Advances to contract packers 15.91 14.55
- Employee benefits - gratuity, net [Refer note 44(b)] 3.38 4.54
Others
- Prepayments 25.64 19.01
- Balance with government authorities 12.41 11.11
- Other advances 30.03 28.65
108.41 91.72
118

` in Crores
Note 18 - Equity share capital
Equity shares
Authorised 50.00 50.00
[500,000,000 equity shares of ` 1/- each (31 March 2021: 500,000,000 equity
shares of ` 1/- each)]
Issued, subscribed and paid-up
Equity shares fully paid-up 24.09 24.09
shares of ` 1/- each)]*
* Of the total fully paid up equity shares: 121,732,190 equity shares of ` 1/-
each (31 March 2021: 121,732,190 equity shares of ` 1/- each) are held by the
subsidiaries of The Bombay Burmah Trading Corporation Limited, the ultimate
holding company [Refer note (a) below]
Rights, preferences and restrictions attached to the equity shares:
- The Company has only one class of shares referred to as equity shares having a par
value of ` 1/- per share. Each holder of equity shares is entitled to one vote per share.
- The Company declares and pays dividends in Indian rupees. The final dividend
proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting.
- In the event of liquidation of the Company, the holders of equity shares will be
entitled to receive any of the remaining assets of the Company, after distribution
of all preferential amounts. The distribution will be in proportion to the number
of equity shares held by the shareholders.
Details of shareholders holding more than 5% of total number of equity shares, including
amount [Refer note (b) below].
Reconciliation of the number of shares outstanding at the beginning and at the end of
the reporting year [Refer note (c) below].
The number of options that can be granted under the Britannia Employee Stock Option
Scheme, was increased from 875,000 to 1,775,000 before sub-division and to 3,550,000
after sub-division in the year 2019. Out of this, 2,550,000 options (of ` 1 each)
have been granted and 1,966,666 options (of ` 1 each) were exercised till 31 March
2021. 83,334 shares of ` 1 each were allotted on 12 June 2020 at an exercise price of
` 1,766.65/-, 90,000 shares of ` 1 each were allotted on 7 July 2020 at an exercise price
of ` 2,732.05/-, 84,000 shares of ` 1 each were allotted on 28 July 2020 at an exercise
price of ` 2,732.05/-, 26,000 shares of ` 1 each were allotted on 2 November 2020
at an exercise price of ` 2,732.05/- and 116,666 shares of ` 1 each were allotted on
2 November 2020 at an exercise price of ` 2,896.05/- respectively.
During the current year, the Board of Directors and the Shareholders at their meeting
held on 30 July 2021 and 6 September 2021 respectively, approved the termination
of Britannia Industries Limited Employee Stock Option Scheme (ESOS Scheme) and
replaced it with Britannia Industries Limited Phantom Option Scheme 2021 (BIL POS
2021) - a cash settled share based payments scheme. Consequently, 5,83,334 Stock
Options granted under ESOS Scheme that were either Vested but not exercised or were
Unvested have been replaced with Phantom Options on similar terms and conditions.
Also Refer note 46.
24.09 24.09
119

` in Crores
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including shares held by
subsidiaries or associates of the holding company or the ultimate holding company in aggregate:
Number of Number of
Amount Amount
shares shares
Holding Company
Associated Biscuits International Limited (ABIL), UK 107,809,000 10.78 107,809,000 10.78
Subsidiaries of holding company
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 0.28 2,783,110 0.28
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Nacupa Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Spargo Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Valletort Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
121,732,190 12.18 121,732,190 12.18
(b) Details of shareholders holding more than 5% of total number of equity shares:
Number Number
% holding % holding
of shares of shares
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% 107,809,000 44.76%
(c) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
Number Number
Amount Amount
of shares of shares
Opening balance at the beginning of the reporting year 240,868,296 24.09 240,468,296 24.05
Shares issued under the Employee Stock Option Scheme - - 400,000 0.04
Closing balance at the end of the reporting year 240,868,296 24.09 240,868,296 24.09
(d) Details of shareholding of Promoters:
As at 31 March 2022
Number of % of total % change
shares shares during the
year
Nusli Neville Wadia 4,500 0.00% -
Ness Nusli Wadia 16,202 0.01% -
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% -
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 1.16% -
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Nacupa Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Spargo Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Valletort Enterprises Pte Limited, Singapore 2,785,020 1.16% -
121,752,892 50.55% -
120

` in Crores
As at 31 March 2021
Number of % of total % change
shares shares during the
year
Nusli Neville Wadia 4,500 0.00% 0.00%
Ness Nusli Wadia 16,202 0.01% 0.00%
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% -0.07%
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 1.16% 0.00%
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Nacupa Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Spargo Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Valletort Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
121,752,892 50.55% -0.08%
(e) Share based payments / Phantom Option Scheme
During the financial year 2008-09, the Company introduced Britannia Industries Limited Employee Stock Option
Scheme (‘the Scheme’). As per the Scheme, the Remuneration / Compensation Committee grants options to the
employees and Executive Directors of the Company. The vesting period of the option is one to three years from the date
of grant. Options granted under the Scheme can be exercised within a period of three years from the date of vesting.
Under the old ESOS Scheme, the Company granted 15,000 options on 29 October 2008 at an exercise price of
` 1,125.30/-; 15,000 options on 27 May 2009 at an exercise price of ` 1,698.15/-; 20,000 options on 27 May 2010 at
an exercise price of ` 1,668.55/-; 125,000 options on 27 May 2011 at an exercise price of ` 391.75/-; 100,000 options
on 28 May 2012 at an exercise price of ` 528.75/-; 50,000 options on 26 May 2014 at an exercise price of ` 870.35/-,
75,000 options on 21 May 2015 at an exercise price of ` 2,332.05/-, 100,000 options on 30 June 2016 at an exercise
price of ` 2,771.40/-, 125,000 options on 25 May 2017 at an exercise price of ` 3,533.30/-, 150,000 options on 15
May 2018 at an exercise price of ` 5,464.10/-, 350,000 options on 1 May 2019 at an exercise price of ` 2,896.05/-
and 250,000 options on 2 June 2020 at an exercise price of ` 3,434.85/- to the Managing Director of the Company.
Each option represents one equity share of ` 10/- each (for options granted between the years 2008 to 2010) and one
equity share of ` 2/- each (for options granted between the years 2011 to 2018) and one equity share of ` 1/- each (for
options granted after the year 2018). The said price was determined in accordance with the pricing formula approved
by the shareholders i.e. the latest available closing price, prior to the date of the meeting of the Board of Directors
or Remuneration / Compensation Committee in which options were granted, on the stock exchange having higher
trading volume. Exercise prices as stated above were adjusted downwards by ` 170/- per share for options granted
on 29 October 2008 and 27 May 2009, being the face value of bonus debentures issued pursuant to the Scheme of
Arrangement approved by the Honourable Calcutta High Court on 11 February 2010. The number of options have
been appropriately adjusted, consequent upon the sub-division of the equity shares.
121

` in Crores
Movement in the options under the scheme: 31 March 2022 31 March 2021
Options outstanding at the beginning of the year (of ` 1 each) 583,334 733,334
Options granted during the year (of ` 1 each) - 250,000
Options vested during the year (of ` 1 each) - 300,000
Options exercised during the year (of ` 1 each) - 400,000
Shares allotted against options exercised during the year (of ` 1 each) - 400,000
Options lapsed during the year (of ` 1 each) - -
Options transferred to Britannia Industries Limited Phantom Option Scheme 583,334 -
2021 (of ` 1 each)
Options outstanding at the end of the year (of ` 1 each) - 583,334
Options exercisable at the end of the year (of ` 1 each) - -
Weighted average price per option outstanding at the end of the year - 3,098.85
(of ` 1 each)
During the current year, the Board of Directors and the Shareholders at their meeting held on 30 July 2021 and 6
September 2021 respectively, approved the termination of Britannia Industries Limited Employee Stock Option Scheme
(ESOS Scheme) and replaced it with Britannia Industries Limited Phantom Option Scheme 2021 (BIL POS 2021) - a
cash settled share based payments scheme. Consequently, 5,83,334 Stock Options granted under ESOS Scheme that
were either Vested but not exercised or were Unvested have been replaced with Phantom Options on similar terms and
conditions.
(f) In the Annual General Meeting held on 9 August 2010, the shareholders of the Company approved the sub-division
of equity shares, where in each equity share with a face value of ` 10 was subdivided into 5 equity shares with a face
value of ` 2 each. The effective date for the sub-division was 10 September 2010. Further, the Board of Directors at
their meeting held on 23 August 2018 approved the sub-division of each equity share of face value of ` 2 fully paid up
into 2 equity shares of face value of ` 1 each fully paid. The same was approved by the members on 15 October 2018
through postal ballot and e-voting. The effective date for the sub-division was 30 November 2018.
122

` in Crores
Note 19 - Other equity

Particulars Reserves and Surplus Other Total
Items of
Share Capital Debenture Capital General Securities Retained
OCI
options redemption redemption reserve reserve premium earnings
outstanding reserve reserve
account
Balance as at 1 April 2020 34.41 3.96 180.24 0.43 893.74 116.62 3,028.75 (7.55) 4,250.60
Additions:
Share based payment expense 18.94 - - - - - - - 18.94
Transfer from Share options outstanding - - - - - 25.25 - - 25.25
account
On issue of equity shares - - - - - 103.11 - - 103.11
Remeasurement of the net defined benefit - - - - - - - 2.42 2.42
(liability)/asset, net of tax effect
Net profit after tax transferred from the - - - - - - 1,760.03 - 1,760.03
Statement of Profit and Loss
53.35 3.96 180.24 0.43 893.74 244.98 4,788.78 (5.13) 6,160.35
Deductions:
Transfer to securities premium 25.25 - - - - - - - 25.25
Dividends - - - - - - 2,839.66 - 2,839.66
Balance as at 31 March 2021 28.10 3.96 180.24 0.43 893.74 244.98 1,949.12 (5.13) 3,295.44
Particulars Reserves and Surplus Other Total

Items of
Share Capital Debenture Capital General Securities Retained
OCI
options redemption redemption reserve reserve premium earnings
outstanding reserve reserve
account
Balance as at 1 April 2021 28.10 3.96 180.24 0.43 893.74 244.98 1,949.12 (5.13) 3,295.44
Additions:
Share based payment expense 4.78 - - - - - - - 4.78
Transfer from general reserve - - - - - - 195.22 - 195.22
Transfer from Share options outstanding - - - - - - 0.42 - 0.42
account
Remeasurement of the net defined benefit - - - - - - - 0.49 0.49
(liability)/asset, net of tax effect
Net profit after tax transferred from the - - - - - - 1,603.19 - 1,603.19
Statement of Profit and Loss
32.88 3.96 180.24 0.43 893.74 244.98 3,747.95 (4.64) 5,099.54
Deductions:
Transfer to retained earnings [Refer note 49] 0.42 - - - 195.22 - - - 195.64
Dividends - - - - - - 1,794.47 - 1,794.47
Issue of bonus debentures [Refer note 49] - - - - 698.52 - - - 698.52
Transfer to liabilities - Phantom Option 32.46 - - - - - - - 32.46
Scheme.
Balance as at 31 March 2022 - 3.96 180.24 0.43 - 244.98 1,953.48 (4.64) 2,378.45
123

` in Crores
Nature and purpose of other reserves

Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Britannia
Industries Limited Employee Stock Option Scheme.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Act.
Capital redemption reserve
The Company had purchased its own shares and as per the provisions of the applicable laws, a sum equal to the nominal
value of the shares so purchased was required to be transferred to the capital redemption reserve.
Capital reserve
Capital reserve represents subsidy received for industrial undertaking under Central Capital Investment Subsidy Scheme, 2003.
Debenture redemption reserve
The Company has issued bonus debentures and as per the provisions of the applicable laws, a sum equal to 25% of the issue
size of bonus debentures was required to be transferred to debenture redemption reserve.
General reserve
General reserve is created from time to time by way of transfer profits from retained earnings for appropriation purposes. General
reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.
Retained earnings
Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserve, if any,
dividend and other distributions made to the shareholders.
Dividends
The following dividends were declared and paid by the Company during the year:
` 74.50 per equity share of face value of ` 1 each (31 March 2021: ` 118 per equity 1,794.47 2,839.66
share of face value of ` 1 each) to equity shareholders
After the reporting dates, final dividend of ` 56.50 per equity share of face value of ` 1 each was proposed by the directors
subject to approval at the annual general meeting. The proposed dividend has not been recognised as liability.
Note 20 (a) - Borrowings

Non- current
Secured
Nil (31 March 2021: 240,318,294) 8.00% Redeemable Non-convertible Bonus - 720.95
Debentures of face value of `30 each, fully paid up
[Secured by way of charge on current assets (Inventories and Trade receivables)
Redeemable in full at the end of 3 years from 28 August 2019 being the date of allotment]
Unsecured
240,868,296 (31 March 2021: Nil) 5.50% Redeemable Non-convertible Bonus 698.52 -
[Redeemable in full at the end of 3 years from 2 June 2021 being the date of allotment]
698.52 720.95
124

` in Crores
Current
Secured
Current maturities of long-term debt
Unsecured
Commercial paper (Refer note (i) below) - 974.41
Working capital loan (Refer note (ii) below) 750.00 100.00
Bank overdraft (Refer note (iii) below) 8.67 1.29
1,479.62 1,075.70
Note:
(i) Carrying interest at Nil (31 March 2021: 3.90% - 4.19% p.a.).
(ii) Carrying interest at T-Bill + Markup (31 March 2021: T-Bill + markup) and repayable between April 2022 and June
2022.
(iii) Carrying interest at T-Bill + Markup (31 March 2021: T-Bill + markup) and repayable on demand.
Note 20 (b) - Lease liabilities

Non- current
Secured
Lease obligations 0.03 0.60
[Refer note (a) below for details of maturity period, repayment terms and rate of
interest] [Secured by hypothecation of assets (vehicles) taken on lease]
0.03 0.60
Current
Secured
Current maturities of lease obligations (Refer note (a) below) 0.57 0.77
[Secured by hypothecation of assets (vehicles) taken on lease]
0.57 0.77
Note:
(a) Rate of interest for lease obligations range from 16.60% to 20.20% p.a. Number of repayment instalments (quarterly)
for lease obligations range from 3 to 7. Period of maturity for the lease obligations range from 6 months to 17 months
[Refer note 36(b)].
125

` in Crores
Note 21 - Non-current other financial liabilities
Deposits from customers 40.88 37.89
Employee related liabilities 10.29 5.37
52.39 44.69
Note 22 - Trade payables

Total outstanding dues of micro enterprises and small enterprises [Refer note below] 62.49 26.40
Total outstanding dues of creditors other than micro enterprises and small enterprises* 1,094.13 1,163.13
1,156.62 1,189.53
Note:
There are no material dues owed by the Company to Micro and Small enterprises, which are outstanding for more than 45
days during the year and as at 31 March 2022. This information as required under the Micro, Small and Medium Enterprises
Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information
available with the Company and has been relied upon by the auditors.
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of the year:
- Principal 62.49 26.40
- Interest - -
The amount of interest paid by the Company in terms of Section 16 of the MSMED Act, - -
2006 along with the amount of the payment made to the supplier beyond the appointed
date during the year.
The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting - -
year.
The amount of further interest remaining due and payable even in the succeeding years, - -
until such date when the interest dues as above are actually paid to the small enterprise
for the purposes of disallowance as a deductible expenditure under the MSMED Act,
2006
*Includes dues to related party (Refer note 43)
The Company’s exposure to currency and liquidity risks related to trade payables is disclosed in note 50.
[Refer note 53(c)]
126

` in Crores
Note 23 - Other current financial liabilities
Unpaid dividend * 37.43 29.32
Unclaimed debenture interest * 1.66 0.86
Liability under reverse factoring arrangement ** 200.57 205.21
Creditors for capital goods 64.42 41.47
Other payables 148.45 128.60
587.85 500.70
* Investor Education and Protection Fund shall be credited when due.
** Represents dues towards a financial institution relating to bill discounting transactions entered by subsidiary companies
under reverse factoring arrangement.
[Refer note 46]
Note 24 - Other current liabilities

Advance from customers 40.79 49.96
Statutory liabilities (TDS, PF, GST etc.) 68.52 74.89
Deferred revenue* 4.78 3.51
114.09 128.36
* Relates to loyalty credit points granted to the customers as part of sales transactions and has been estimated with reference
to the relative standalone selling price of the products for which they could be redeemed. Closing balance represents the
estimated liability towards unredeemed points.

Deferred during the year 12.52 8.46
Released to the statement of profit and loss 11.25 9.21
Closing balance 4.78 3.51
Note 25 -Provisions
Provision for compensated absences 24.18 22.77
Others:
Excise duty and service tax related issues (a) 7.79 7.56
Sales tax and other issues (a) 145.09 135.90
Trade and other issues (a) 274.10 199.40
451.16 365.63
(a) Refer note 40.
127

` in Crores
Note 26 - Revenue from operations
Sale of goods 13,170.31 12,112.90
Customer loyalty programme [Refer note 24] (1.27) 0.75
Total (a) [Refer note 51] 13,169.04 12,113.65
Other operating revenues
Royalty income 17.84 18.50
Scrap sales 36.29 29.83
Other receipts [Refer note below] 148.01 215.81
Old liabilities written back 0.44 -
Reversal of provision for doubtful advances - 1.04
Total (b) 202.58 265.18
Total revenue from operations (a+b) 13,371.62 12,378.83
Note: Includes incentives recognised in accordance with the State Industrial Policy of certain States.
Note 27 - Other income

Interest income from financial assets carried at amortised cost 171.97 219.52
Dividend income ^ 146.33 -
Net gain on financial asset measured at fair value through profit and loss* 26.84 60.75
Profit on sale of property, plant and equipment 1.03 0.09
Foreign exchange gain, net 3.17 2.05
Other receipts 10.09 10.29
359.43 292.70
^ From subsidiaries of the Company.
* Includes realised gain on sale of investment of ` 32.46 (31 March 2021: ` 62.96).
Note 28 - Cost of materials consumed

Inventory of materials at the beginning of the year 695.22 381.84
Add: Purchases 6,540.92 5,823.07
Less: Inventory of materials at the end of the year 869.83 695.22
6,366.31 5,509.69
Note 29 - Purchases of stock-in-trade
Biscuits and high protein food 1,623.27 1,431.55
Bread, bread toast and rusk 144.44 144.23
Cake 261.89 239.62
Others 153.81 93.10
2,183.41 1,908.50
Note 30 - Changes in inventories of finished goods, work-in-progress and stock- in-trade

Opening inventory:
- Finished goods 217.14 176.29
- Stock-in-trade 47.50 44.22
- Work-in-progress 0.04 0.95
Closing inventory:
- Finished goods 272.00 217.14
- Stock-in-trade 66.25 47.50
- Work-in-progress 0.39 0.04
(Increase) / decrease in inventory (73.96) (43.22)
128

` in Crores
Note 31 - Employee benefits expense
Salaries, wages and bonus 352.91 342.06
Contribution to provident and other funds [Refer note 44] 19.49 18.21
Stock Option / Phantom Option scheme expenses * 15.22 18.94
Staff welfare expenses 25.94 23.64
413.56 402.85
* Includes Stock Option and Phantom Option scheme expense of ` 4.78 (31 March 2021: ` 18.94) and ` 10.44
(31 March 2021: Nil) respectively.
Note 32 - Finance costs

Interest on lease liabilities 0.14 0.33
Interest on borrowings 131.28 95.73
Others 2.04 1.75
133.46 97.81
Note 33 - Other expenses
Consumption of stores and spares 32.71 32.73
Power and fuel 157.20 129.42
Rent [Refer note 36 (a)] 37.33 35.41
Repairs and maintenance:
- Plant and equipment (a) 29.53 21.74
- Buildings (a) 2.85 3.25
- Others 29.70 30.24
Insurance 7.54 7.47
Rates and taxes, net 4.85 7.35
Carriage, freight and distribution 685.29 630.22
Auditors' remuneration (b):
- Audit fees 1.19 1.19
- Certification fees 0.14 0.15
- Expenses reimbursed 0.06 0.01
Corporate social responsibility [Refer note 45] 38.58 32.44
Loss allowance under expected credit loss model 0.46 0.56
Advertising and sales promotion 361.42 381.21
Conversion charges 651.40 597.47
Miscellaneous 352.89 338.83
2,393.14 2,249.69
(a) Includes stores and spares consumed 7.18 6.29

(b) Excluding applicable taxes
129

` in Crores
Note 34- Income-tax

(a) Amounts recognised in Statement of Profit and Loss
Current tax 590.36 622.53
Deferred tax
Attributable to origination and reversal of temporary differences (48.43) (3.12)
Tax expense for the year 541.93 619.41
(b) Amounts recognised in other comprehensive income

Before tax Tax Net of tax Before tax Tax Net of tax
(expense) (expense)
benefit benefit
Items that will not be reclassified
subsequently to statement of profit and loss
Remeasurements of the defined benefit plans 0.65 (0.16) 0.49 3.27 (0.85) 2.42
0.65 (0.16) 0.49 3.27 (0.85) 2.42
(c) Reconciliation of effective tax rate
Profit before tax 2,145.12 2,379.44
Tax using the Company’s domestic tax rate (31 March 2022: 25.17% and 25.17% 539.88 25.17% 598.86
31 March 2021: 25.17%)
Tax effect of:
Income exempt from tax or taxed at concessional rates -0.29% (6.22) -0.26% (6.13)
Expenses not deductible for tax purposes 0.45% 9.71 0.45% 10.70
Income tax deductions (including additional deductions) -1.73% (37.21) -0.02% (0.57)
Adjustments recognised in relation to tax of prior years 1.35% 28.86 0.61% 14.52
Others 0.32% 6.91 0.09% 2.03
25.26% 541.93 26.03% 619.41
(d) Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:
Deferred tax Deferred tax Deferred tax asset/
assets liabilities (liabilities), net
31 March 31 March 31 March 31 March 31 March 31 March
2022 2021 2022 2021 2022 2021
Property, plant and equipment - - 41.36 45.56 (41.36) (45.56)
Investment at fair value through profit and - - 7.62 9.68 (7.62) (9.68)
loss
Statutory dues / provisions 89.56 47.39 - - 89.56 47.39
89.56 47.39 48.98 55.24 40.58 (7.85)
130

` in Crores
(e) Movement in temporary differences

As at Recognised in Recognised Recognised Others As at
1 April statement of in OCI directly in 31 March
2020 profit and loss equity 2021
Property, plant and equipment (46.93) 1.37 - - - (45.56)

Investment at fair value through profit (10.18) 0.50 - - - (9.68)
and loss
Statutory dues / provisions 46.14 2.10 (0.85) - - 47.39
(10.97) 3.97 (0.85) - - (7.85)

1 April statement of in OCI directly in 31 March
2021 profit and loss equity 2022

Investment at fair value through profit (9.68) 2.06 - - - (7.62)
and loss
Statutory dues / provisions 47.39 42.33 (0.16) - - 89.56
(7.85) 48.59 (0.16) - - 40.58
The following table provides the details of income tax assets and income tax liabilities as of 31 March 2022 and 31 March 2021

Income tax assets (net) 27.54 55.68
Current tax liabilities (net) 59.56 61.70
Net current income tax liability at the end (32.02) (6.02)
The gross movement in the current income tax asset / (liability) for the year ended 31 March 2022 and 31 March 2021 is
as follows.
Net current income tax (liability)/asset at the beginning (6.02) 15.68
Income tax paid (Net of refunds) 564.52 601.68
Current income tax expense (590.36) (622.53)
Income tax on other comprehensive income and others (0.16) (0.85)
Net current income tax liability at the end (32.02) (6.02)
131

` in Crores
Note 35 Contingent liabilities and commitments (to the extent not provided for) :
(i) Contingent liabilities:
(a) Claims / demands against the Company not acknowledged as debts including excise duty, income tax, sales
tax and trade and other demands of ` 55.76 (31 March 2021: ` 56.87)
(b) Bank guarantees and letters of credit for ` 62.13 (31 March 2021 : ` 84.62)
Notes:
(i) Contingent liabilities disclosed above represent possible obligations where possibility of cash outflow
to settle the obligations is not remote.
(ii) The above does not include non-quantifiable industrial disputes and other legal disputes pending
before various judicial authorities [Also Refer note 40 and 46].
(iii) The Supreme court of India in the month of February 2019 had passed a judgement relating to
definition of wages under the Provident Fund Act, 1952. Considering that there are numerous
interpretative issues relating to this judgement and in the absence of reliable measurement of the
provision for the earlier periods, the Company had made a suitable provision for provident fund
contribution during the Financial Year 2018-19. The Company will evaluate its position and update
its provision, if required, on receiving further clarity on the subject. The Company does not expect
any material impact of the same.
(ii)
Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided for ` 471.52
(31 March 2021: ` 405.56).
(iii) The Company has furnished the following corporate guarantees:
Banking facilities given to Name of the bank 31 March 2022 31 March 2021
(i) Britannia and Associates (Mauritius) Cooperatieve Rabobank U.A - 87.73
Private Limited, Mauritius* Citi Bank - Hong Kong 63.67 -
[Refer note 39]
* This is against working capital loan extended to step down subsidiaries in Middle East.
Regarding items (i) and (iii) above, it is not practicable to disclose information in respect of the estimate
of the financial effect, an indication of the uncertainties relating to outflow and the possibility of any
reimbursement as it is determinable only on occurrence of uncertain future events / receipt of judgements
pending at various forums.
(iv) The Company has furnished the following letters of comfort / letters of awareness:
Banking facilities given to Name of the bank 31 March 2022 31 March 2021
(i) Strategic Food International Co. LLC, Standard Chartered Bank 10.32 9.95
Dubai
(ii) J B Mangharam Foods Private Limited HSBC Bank 25.00 25.00
(iii) Manna Foods Private Limited ICICI Bank 3.50 3.50
Manna Foods Private Limited Standard Chartered Bank 60.00 60.00
(iv) International Bakery Private Limited Standard Chartered Bank 30.00 30.00
These letters are not to be construed as a guarantee issued by the Company.
132

` in Crores
Note 36 (a) Short term leases

(i) The Company has certain operating leases for office facilities and residential premises. Such leases are
generally with the option of renewal against increased rent and premature termination of agreement on
mutual consent of both the parties. Rental expenses of ` 8.61 (31 March 2021: ` 8.60) in respect of
obligation under operating leases have been recognised in the Statement of Profit and Loss.
(ii) The Company has certain cancellable arrangements with contract packers identified to be in the nature of
lease and have been classified as operating lease arrangements. Rental expenses of ` 28.72 (31 March 2021:
` 26.81) in respect of obligation under operating leases have been recognised in the Statement of Profit and
Loss.
(b)
Lease liabilities
(i) The Company has taken motor vehicles on lease. The total minimum lease payments and present value of
minimum lease payments are as follows:
31 March 2022 31 March 2021
Minimum lease Present value of Minimum lease Present value of
payments minimum lease payments minimum lease
payments payments
Not later than 1 year 0.59 0.57 0.86 0.77

Later than 1 year and not later 0.04 0.03 0.62 0.60
than 5 years
0.63 0.60 1.48 1.37
The difference between minimum lease payments and the present value of minimum lease payments of
` 0.03 (31 March 2021: ` 0.11) represents interest not due. The lease liability is secured by the relevant
vehicles acquired under lease.
(ii) The Company has taken certain land on lease for factory purposes. Since these are entirely prepaid, the
Company does not have any future lease liability towards the same.
Note 37 (i) Details of non-current investments (other than mutual funds) purchased, redeemed and sold during the
year:
Face value As at Purchased Provided / As at
per unit 1 April during the Reclassed / 31 March
2021 year Sold / 2022
Redeemed /
Written off /
Written back
during the year
Trade investments - Unquoted
(a) Investments in equity instruments (fully paid)
Subsidiaries
Sunrise Biscuit Company Private Limited ` 10 14.03 - - 14.03
Ganges Vally Foods Private Limited ` 10 26.02 - - 26.02
J B Mangharam Foods Private Limited ` 10 0.54 - - 0.54
International Bakery Products Limited ` 10 1.75 - - 1.75
Manna Foods Private Limited ` 10 4.67 - - 4.67
133

` in Crores

2021 year Sold / 2022
Redeemed /
Written off /
Written back
during the year
Britannia Dairy Private Limited ` 10 70.02 - - 70.02
Boribunder Finance and Investments ` 10 2.58 - - 2.58
Private Limited
Britchip Foods Limited ` 10 90.00 - - 90.00
Britannia Nepal Private Limited NPR 100 55.00 - - 55.00
Britannia Bangladesh Private Limited Tk.10 0.34 - - 0.34
Britannia Dairy Holdings Private Limited, USD 1 0.01 - - 0.01
Mauritius
Britannia and Associates (Mauritius) USD 1 121.69 - - 121.69
Private Limited, Mauritius
Less: Provision for diminution in value of (16.00) - - (16.00)
investments
370.65 - - 370.65
Associates
Nalanda Biscuits Company Limited ` 10 0.28 - - 0.28
Sunandaram Foods Private Limited ` 10 14.50 - - 14.50
14.78 - - 14.78
(b) Investments in preference shares (fully paid)
Subsidiaries
Britannia Dairy Private Limited - 10% Non ` 10 6.00 - (6.00) -
Cumulative Redeemable Preference Shares
Mauritius - Class C - Preference Shares
6.05 - (6.00) 0.05
(c) Investments in debentures / bonds
Subsidiaries
International Bakery Products Limited - 0% ` 100,000 5.82 - - 5.82
Unsecured Fully Convertible Debentures
5.82 - - 5.82
(d) Investments in others
Watsun Infrabuild Private Limited ` 10 0.22 - - 0.22
Fairsun Solar Private Limited ` 10 - 2.40 - 2.40
0.22 2.40 - 2.62
Non-Trade investments - Unquoted
(a) Investments with insurance companies * 15.40 0.61 - 16.01
(b) Investments in debentures / bonds 1,000.10 - (211.00) 789.10
(c) Investments in tax free bonds 14.11 - - 14.11
(d) Investments in government securities 9.13 - (0.66) 8.47
1,038.74 0.61 (211.66) 827.69
1,436.26 3.01 (217.66) 1,221.61
* The movement is on account of fair valuation through profit and loss.
134

` in Crores
(ii) Details of non-current investments (other than mutual funds) purchased, redeemed and sold during the
previous year:
2020 year Sold / 2021
Redeemed /
Written off /
Written back
during the
year
Trade investments - Unquoted
(a) Investments in equity instruments
(fully paid)
Subsidiaries
Sunrise Biscuit Company Private Limited ` 10 14.03 - - 14.03
Ganges Vally Foods Private Limited ` 10 26.02 - - 26.02
J B Mangharam Foods Private Limited ` 10 0.54 - - 0.54
International Bakery Products Limited ` 10 1.75 - - 1.75
Manna Foods Private Limited ` 10 4.67 - - 4.67
Britannia Dairy Private Limited ` 10 70.02 - - 70.02
Boribunder Finance and Investments Private ` 10 2.58 - - 2.58
Limited
Britchip Foods Limited ` 10 69.00 21.00 - 90.00
Britannia Nepal Private Limited NPR 100 55.00 - - 55.00
Britannia Bangladesh Private Limited Tk.10 0.34 - - 0.34
Mauritius
Britannia and Associates (Mauritius) Private USD 1 121.69 - - 121.69
Limited, Mauritius
Less: Provision for diminution in value of (16.00) - - (16.00)
investments
349.65 21.00 - 370.65
Associates
Nalanda Biscuits Company Limited ` 10 0.28 - - 0.28
Sunandaram Foods Private Limited ` 10 14.50 - - 14.50
14.78 - - 14.78
(b) Investments in preference shares (fully
paid)
Subsidiaries
Britannia Dairy Private Limited - 10% Non ` 10 6.00 - - 6.00
Cumulative Redeemable Preference Shares
Mauritius - Class C - Preference Shares
6.05 - - 6.05
135

` in Crores

2020 year Sold / 2021
Redeemed /
Written off /
Written back
during the
year
(c) Investments in debentures / bonds
Subsidiaries
International Bakery Products Limited - 0% ` 100,000 5.82 - - 5.82
Unsecured Fully Convertible Debentures
5.82 - - 5.82
(d) Investments in others
Watsun Infrabuild Private Limited ` 10 0.22 - - 0.22
0.22 - - 0.22
Non-Trade investments - Unquoted
(a) Investments with insurance companies * 14.61 0.79 - 15.40
(b) Investments in debentures / bonds 1,338.89 23.00 (361.79) 1,000.10
(d) Investments in government securities 11.32 - (2.19) 9.13
1,378.93 23.79 (363.98) 1,038.74
1,755.45 44.79 (363.98) 1,436.26
* The movement is on account of fair valuation through profit and loss.
(iii) Details of Current investments (other than mutual funds) purchased, reclassed and sold during the
current year:
As at Purchased / Sold / Redeemed As at
1 April 2021 Reclassed during the year 31 March 2022
during the year
(a) Investments in debentures / bonds 11.80 210.50 (11.80) 210.50
(b) Investments in government securities 2.19 0.66 (2.19) 0.66
13.99 211.16 (13.99) 211.16
(iv) Details of Current investments (other than mutual funds) purchased, reclassed and sold during the
previous year:
As at Purchased / Sold / Redeemed As at
1 April 2020 Reclassed during the year 31 March 2021
during the year
(a) Investments in debentures / bonds 100.93 11.80 (100.93) 11.80
(b) Investments in government securities 0.97 2.19 (0.97) 2.19
101.90 13.99 (101.90) 13.99
136
137
` in Crores
Note 38 (a) Details of loans during the year:
Name of borrower Nature of Secured/ Rate of Term As at Given Repayment As at
relationship unsecured interest 1 April during the during the 31 March
2021 year year 2022
Purbasha Properties Private Limited* Others Unsecured 10% 10 years 0.09 - 0.09 -
0.09 - 0.09 -
Details of loans during the previous year:
Name of borrower Nature of Secured/ Rate of Term As at Given Repayment As at
2020 year year 2021
Purbasha Properties Private Limited* Others Unsecured 10% 10 years 0.09 - - 0.09
0.09 - - 0.09
* The loan was given for project expansion.
(b) Details of inter corporate deposits during the year:

As at 31 March
Name of borrower Nature of Secured/ Rate of Term As at Placed Refunded As at
2021 year year 2022
Bajaj Finance Limited Others Unsecured 7.45% 1 year 113.00 - 113.00 -
Bombay Dyeing & Manufacturing Co. Ltd. Related Party Unsecured 10.00% 1 to 2 years 290.00 350.00 290.00 350.00
The Bombay Burmah Trading Corporation Limited Related Party Unsecured 8.75% 1 year 500.00 390.00 500.00 390.00
LIC Housing Finance Limited Others Unsecured 6.00-7.55% 1 year 96.00 - 38.00 58.00
999.00 740.00 941.00 798.00
` in Crores
Details of inter corporate deposits during the previous year:

As at 31 March
Name of borrower Nature of Secured/ Rate of Term As at Placed Refunded As at
2020 year year 2021
Bajaj Finance Limited Others Unsecured 7.45% 1 year 353.00 50.00 290.00 113.00
Bombay Dyeing & Manufacturing Co. Ltd. Related Party Unsecured 10.00% 1 year 350.00 290.00 350.00 290.00
The Bombay Burmah Trading Corporation Related Party Unsecured 8.75% 1 year - 700.00 200.00 500.00
Limited
Go Airlines (India) Limited Related Party Unsecured 10.00% 1 year 250.00 70.00 320.00 -
HDFC Limited Others Unsecured 6.80-7.20% 1 year 125.00 25.00 150.00 -
LIC Housing Finance Limited Others Unsecured 6.00-7.55% 1 to 2 years 114.00 58.00 76.00 96.00
Macrofil Investments Limited Others Unsecured 10.00% 1 year 30.00 - 30.00 -
Standard Chartered Investments and Loans (India) Ltd Others Unsecured 7.50% 6 months 25.00 - 25.00 -
1,247.00 1,193.00 1,441.00 999.00
Note 39 Details of corporate guarantee:

As at Given Withdrawn Adjustments * As at
1 April during the during the 31 March
2021 year year 2022
Britannia and Associates (Mauritius) Private Limited - 87.73 - (87.73) - -
Cooperatieve Rabobank U.A
Britannia and Associates (Mauritius) Private Limited - - 64.34 - (0.67) 63.67
Citi bank - Hong Kong
As at Given Withdrawn Adjustments * As at

1 April during the during the 31 March
2020 year year 2021
Britannia and Associates (Mauritius) Private Limited - 90.40 - - (2.66) 87.73
Cooperatieve Rabobank U.A
* The movement in corporate guarantee is on account of change in exchange rates.
138

` in Crores
Note 40 In accordance with Ind AS 37 - “Provisions, Contingent Liabilities and Contingent Assets”, notified under
Section 133 of the Act, certain classes of liabilities have been identified as provisions which have been disclosed
as under:
1 April Additions* Utilisation* Reversals / 31 March
2021 adjustments* 2022
(a) Excise duty and service tax related issues 7.56 0.23 - - 7.79
(b) Sales tax and other issues 135.90 10.31 (0.41) (0.71) 145.09
(c) Trade and other issues 199.40 74.70 - - 274.10
1 April Additions* Utilisation* Reversals / 31 March

(a) Excise duty and service tax related issues 7.55 0.23 (0.12) (0.10) 7.56
(b) Sales tax and other issues 134.47 10.25 - (8.82) 135.90
(a) and (b) represents estimates made for probable cash outflow arising out of pending disputes / litigations with
various regulatory authorities.
(c) represents provisions made for probable liabilities / claims arising out of commercial/ other transactions.
Further disclosures as required under Ind AS 37 are not made since it can be prejudicial to the interests of the
Company.
* Included under various heads in the Statement of Profit and Loss.
Note 41 Earnings per equity share
31 March 2022 31 March 2021

(a) Net profit attributable to the equity shareholders 1,603.19 1,760.03
(b) Weighted average number of equity shares outstanding during the year 240,868,296 240,716,747
(c) Effect of potential equity shares on employee stock option outstanding - 83,443
(d) Weighted average number of equity shares outstanding for computing 240,868,296 240,800,190
diluted earnings per share [(b)+(c)]
Nominal value of equity shares (`) 1 1
Basic earnings per share (`) 66.56 73.12
Diluted earnings per share (`) 66.56 73.09
Note 42 Segmental information

The Chief Operating Decision Maker (CODM) evaluates the Company’s performance and allocates resources
based on an analysis of various performance indicators by industry classes.
The operating segment of the Company is identified to be “Foods” as the CODM reviews business performance
at an overall Company level as one segment.
The Company has presented segmental information in the consolidated financial statements which are presented
in the same annual report. Accordingly, in terms of Paragraph 4 of Ind AS 108 ‘Operating Segments’, no disclosures
related to segments are presented in these standalone financial statements.
139

` in Crores
Note 43 Related parties

Relationships
A) Parties where control exists:
1. Ultimate holding company The Bombay Burmah Trading Corporation Limited
Holding company Associated Biscuits International Limited (ABIL), UK
2. Subsidiary companies Al Sallan Food Industries Co. SAOC

Boribunder Finance and Investments Private Limited
Britannia and Associates (Dubai) Private Company Limited, Dubai
Britannia and Associates (Mauritius) Private Limited, Mauritius
Britannia Dairy Holdings Private Limited, Mauritius
Britannia Dairy Private Limited
Britchip Foods Limited
Britannia Bangladesh Private Limited
Britannia Nepal Private Limited
Britannia Egypt LLC ^
Flora Investments Company Private Limited
Ganges Vally Foods Private Limited
Gilt Edge Finance and Investments Private Limited
International Bakery Products Limited
J B Mangharam Foods Private Limited
Manna Foods Private Limited
Strategic Brands Holding Company Limited, Dubai
Strategic Food International Co. LLC, Dubai
Strategic Foods Uganda Ltd ^^
Sunrise Biscuit Company Private Limited
Vasana Agrex and Herbs Private Limited
Snacko Bisc Private Limited
B) Parties under common control where transactions have taken place:

1. Fellow subsidiary companies Bannatyne Enterprises Pte Limited, Singapore
Dowbiggin Enterprises Pte Limited, Singapore
Nacupa Enterprises Pte Limited, Singapore
Spargo Enterprises Pte Limited, Singapore
Valletort Enterprises Pte Limited, Singapore
C) Other Related parties where transactions have taken place:

1. Associates Nalanda Biscuits Company Limited
Sunandaram Foods Private Limited
2. Other related party Bombay Dyeing & Manufacturing Co. Ltd.

Go Airlines (India) Limited
Avijit Deb Partners, LLP
3. Post employment-benefit plan entities Britannia Industries Limited Management Staff Provident Fund
Britannia Industries Limited Covenanted Staff Gratuity Fund
Britannia Industries Limited Non Covenanted Staff Gratuity Fund
Britannia Industries Limited Covenanted Staff Pension Fund
Britannia Industries Limited Officers Pension Fund
140

` in Crores
4. Key Management Personnel (KMP)

Managing Director Mr. Varun Berry
Executive Director & Mr. N Venkataraman *
Chief Financial Officer
Company Secretary Mr. T.V. Thulsidass
Non-Executive Directors Mr. Nusli N Wadia
Mr. A K Hirjee #
Mr. Keki Elavia
Mr. Avijit Deb
Mr. Jeh N Wadia ##
Mr. Keki Dadiseth
Dr. Ajai Puri
Mr. Ness N Wadia
Dr. Y.S.P.Thorat
Dr. Ajay Shah
Mrs. Tanya Dubash
Dr. Urjit Patel ###
^ On 13 October 2020, a wholly owned subsidiary in Egypt was incorporated.

^^ On 30 September 2020, a wholly owned subsidiary in Uganda was incorporated.
* Appointed as executive director of the Company effective 30 July 2021.

# Ceased to be a director effective 27 September 2020 on account of his demise.

## Ceased to be a director effective 6 September 2021.

### Appointed as additional and independent director of the Company on 31 March 2021 and resigned as
director effective 31 January 2022.
Related party transactions during the year:
Relationship 31 March 2022 31 March 2021

Investments made
Equity shares:
Britchip Foods Limited Subsidiary - 21.00
Investments received back

Britannia Dairy Private Limited Subsidiary 6.00 -
Sale of Non - convertible debentures
Britannia Dairy Private Limited Subsidiary - 200.00
Purchase of property, plant and equipment
Britchip Foods Limited Subsidiary - 1.80
Inter-corporate deposits placed
Bombay Dyeing & Manufacturing Co. Ltd. Other related party 350.00 290.00
The Bombay Burmah Trading Corporation Limited Ultimate Holding 390.00 700.00
Company
Go Airlines (India) Limited Other related party - 70.00
Total 740.00 1,060.00
141

` in Crores

Inter-corporate deposits redeemed
Company
Total 790.00 870.00
Contributions during the year (includes Employees’
share and contribution)
Britannia Industries Limited Management Staff 23.49 22.77
Provident Fund
Britannia Industries Limited Covenanted Staff Gratuity 1.44 2.36
Fund Post employment-
Britannia Industries Limited Non Covenanted Staff benefit plan 0.92 4.68
Gratuity Fund entities
Britannia Industries Limited Covenanted Staff Pension 0.22 0.22
Fund
Britannia Industries Limited Officers Pension Fund 0.18 0.21
Total 26.25 30.24
Shared service income
Britannia Dairy Private Limited Subsidiary 1.62 1.60
Britchip Foods Limited Subsidiary 2.17 2.65
Total 3.79 4.25
Other business service income
Britchip Foods Limited Subsidiary 1.16 -
Total 3.81 3.04
Rental income
Go Airlines (India) Limited Other related party 0.02 -
Total 3.01 2.99
Remittance of dividend
Associated Biscuits International Limited (ABIL), UK Holding company 803.18 1,272.15
Others Fellow subsidiary 103.88 166.30
companies & KMP
Total 907.06 1,438.45
Issue of Bonus Debentures
Associated Biscuits International Limited (ABIL), UK Holding company 312.65 -
Others Fellow subsidiary 40.45 -
companies & KMP
Total 353.10 -
Interest on Bonus Debentures
Others KMP 0.02 -
142

` in Crores

SAP license fee recovered from
J B Mangharam Foods Private Limited Subsidiary 0.03 0.03
International Bakery Products Limited Subsidiary 0.07 0.05
Manna Foods Private Limited Subsidiary 0.05 0.05
Sunrise Biscuit Company Private Limited Subsidiary 0.01 0.03
Strategic Food International Co. LLC, Dubai Subsidiary 0.09 0.09
Al Sallan Food Industries Co. SAOC Subsidiary 0.07 0.07
Total 0.32 0.32
Purchase of finished goods / consumables and

ingredients
Nalanda Biscuits Company Limited Associate 80.24 63.76
Sunandaram Foods Private Limited Associate 71.48 64.30
Total 1,172.60 1,120.99
Conversion and rental charges

Ganges Vally Foods Private Limited Subsidiary - 0.40
Total 15.58 15.87
Sale of goods / consumables and ingredients

Total 71.89 93.38
Purchase of assets
Sunrise Biscuit Company Private Limited Subsidiary 0.08 -
143

` in Crores

Interest & dividend income and corporate guarantee fees
Britannia and Associates (Mauritius) Private Limited, Subsidiary 0.27 0.27
Mauritius
Company
Britannia Nepal Private Limited Subsidiary 6.43 -
Total 199.58 66.28
Reimbursement of expenses
Company
Vasana Agrex and Herbs Private Limited Subsidiary - 0.01
Snacko Bisc Private Limited Subsidiary - 0.01
Total 17.29 23.61
Professional charges
Avijit Deb Partners, LLP Other related party 0.10 0.16
Recovery of other expenses
Go Airlines (India) Limited Other related party 0.12 -
25.56 9.55
Royalty income & Technical know-how
Total 17.06 16.82
Key management personnel compensation
Short-term employee benefits 14.53 13.09
Post-employment defined benefits 0.52 0.48
Other long term employee benefits 0.57 0.51
Stock Option/Phantom Option expenses 15.22 18.94
Payment under Phantom Option scheme 33.13 -
Sitting fees 0.69 0.96
Commission 13.00 18.00
Travelling expenses & others 0.17 0.03
144

` in Crores

Shares allotted under employee stock option scheme
for consideration received during the year
Mr. Varun Berry KMP
Equity shares - 0.04
Securities premium - 103.11
Total - 103.15
Related party closing balances as on balance sheet date:
Outstanding - net receivables / (payables)
Ganges Vally Foods Private Limited Subsidiary (0.04) (0.08)
J B Mangharam Foods Private Limited Subsidiary (8.60) (9.47)
International Bakery Products Limited Subsidiary (0.02) (9.68)
Sunrise Biscuit Company Private Limited Subsidiary (7.85) (8.83)
Manna Foods Private Limited Subsidiary (5.40) (1.56)
Al Sallan Food Industries Co. SAOC Subsidiary 0.06 0.06
Strategic Food International Co. LLC, Dubai Subsidiary (25.17) (9.30)
Mauritius
Britannia Dairy Private Limited Subsidiary (25.81) (19.80)
Britchip Foods Limited Subsidiary (0.56) (0.11)
Nalanda Biscuits Company Limited Associate (1.67) 0.56
Company
Total 692.47 757.82
Investment in debentures held
Investment in shares held
Mauritius
Ganges Vally Foods Private Limited Subsidiary 26.02 26.02
Boribunder Finance and Investments Private Limited Subsidiary 2.58 2.58
Britannia Dairy Holdings Private Limited, Mauritius Subsidiary 0.06 0.06
Britannia Nepal Private Limited Subsidiary 55.00 55.00
Britannia Bangladesh Private Limited Subsidiary 0.34 0.34
Total 401.48 407.48
145

` in Crores

Provision for diminution in value of investment
Ganges Vally Foods Private Limited Subsidiary 16.00 16.00
Corporate Guarantee
Mauritius
Stand by letter of credit

Britannia Nepal Private Limited Subsidiary - 30.00
Letter of awareness / comfort

Total 128.82 128.45
Letter of financial and operational support /

undertaking given to the following subsidiaries:
Strategic Food International Co. LLC, Dubai Subsidiary
Al Sallan Food Industries Co. SAOC Subsidiary
Britannia and Associates (Mauritius) Private Limited, Subsidiary
Mauritius
Britannia and Associates (Dubai) Private Company Subsidiary
Limited, Dubai
Strategic Brands Holding Company Limited, Dubai Subsidiary
Vasana Agrex and Herbs Private Limited Subsidiary
Snacko Bisc Private Limited Subsidiary
Sunrise Biscuit Company Private Limited Subsidiary
Ganges Vally Foods Private Limited Subsidiary
Britchip Foods Limited Subsidiary
Britannia Dairy Holdings Private Limited, Mauritius Subsidiary
Note:
(i) The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company.
(ii) Transactions reported above are excluding taxes.
(iii) Refer filing with stock exchanges in compliance with Regulation 23(9) of SEBI (LODR) Regulations, 2015.
146

` in Crores
Note 44 Employee benefits

(a) Post retirement benefit - Defined contribution plans
(i) The Company has recognised an amount of ` 7.05 (31 March 2021: ` 6.49) as expenses under the
defined contribution plans in the Statement of Profit and Loss for the year:
31 March 2022 31 March 2021
Benefit (Contribution to)
Provident Fund 3.93 3.29
Family Pension Scheme 2.68 2.74
Pension Fund 0.44 0.46
Total 7.05 6.49
(b) Post retirement benefit - Defined benefit plans

I. Provident fund - Contribution made by the Company during the year to the self administered Trust
fund is `8.27 (31 March 2021: ` 7.51). With regard to the assets of the fund and the return on the
investments, the Company does not expect any significant deficiency in the foreseeable future.
II. The Company has two funds: Britannia Industries Limited Covenanted Staff Gratuity Fund and
Britannia Industries Limited Non Covenanted Staff Gratuity Fund, which are funded defined benefit
plans for qualifying employees.
(i) The Scheme in relation to Britannia Industries Limited Non Covenanted Staff Gratuity Fund
provides for lumpsum payment to vested employees at retirement, death while in employment
or on termination of employment of an amount equivalent to 15 days salary payable for each
completed year of service or part thereof in excess of six months subject to the maximum
amount payable as per the Payment of Gratuity Act, 1972.
(ii) The Scheme in relation to Britannia Industries Limited Covenanted Staff Gratuity Fund
provides for lump sum payment to vested employees at retirement, death while in employment
completed year of service or part thereof in excess of six months subject to the higher of
maximum amount payable as per the Payment of Gratuity Act, 1972 and twenty months salary.
Vesting (for both the funds mentioned above) occurs in accordance with the provisions of the
Payment of Gratuity Act, 1972. The present value of the defined benefit obligation and the
related current service cost are measured using the projected unit credit method with actuarial
valuation being carried out at balance sheet date.
31 March 2022 31 March 2021

1. Reconciliation of net defined benefit asset / (liability)
(i) Reconciliation of present value of defined benefit obligation
Obligations as at 1 April 32.08 29.83
Service cost 4.58 4.36
Interest cost 2.01 1.70
Benefits settled (2.67) (2.06)
Actuarial (gain) / loss due to financial assumptions (2.03) (1.87)
Actuarial (gain) / loss due to experience adjustments 1.95 0.12
Obligations as at year end 31 March 35.92 32.08
147

` in Crores
31 March 2022 31 March 2021
(ii) Reconciliation of present value of plan asset:
Plan assets as at 1 April at fair value 36.61 28.44
Expected return on plan assets 2.42 1.85
Return on assets excluding interest income 0.57 1.52
Contributions 2.36 6.86
Plan assets as at 31 March at fair value 39.29 36.61
(iii) Reconciliation of net defined benefit asset:
Present value of obligation as at 31 March 35.92 32.08
Amount recognised in balance sheet asset 3.38 4.54
2. Expenses recognised in the Statement of Profit and Loss under
Employee benefit expense:
Current service cost 4.58 4.36
Net cost 4.17 4.21
3. Remeasurements recognised in statement of Other comprehensive
income
Actuarial (gain)/ loss on defined benefit obligation (0.08) (1.75)
Return on plan assets excluding interest income (0.57) (1.52)
(Gain) / loss recognised in statement of other comprehensive (0.65) (3.27)
income
4. Amount recognised in the balance sheet:
Opening (asset)/liability (4.54) 1.38
Expense (Refer 2 & 3 above) 3.52 0.94
Employers' contribution paid (2.36) (6.86)
Closing (asset) (3.38) (4.54)
5. Experience adjustment:
On plan liabilities (gain) / loss 1.95 0.12
On plan assets gain 0.57 1.52
6. Investment details: % Invested % Invested
State Government securities 49.34 47.95
Public sector securities 36.70 42.96
Mutual funds 13.96 9.09
100.00 100.00
148

` in Crores
31 March 2022 31 March 2021
7. Principal actuarial assumptions:
Discount factor [Refer note (i) below] 7.20% 6.60%
Estimated rate of return on plan assets 7.20% 6.60%
[Refer note (ii) below]
Attrition rate:
Service related:
4 years and above 4% 4%
Below 4 years 25% 25%
Salary escalation rate [Refer note (iii) below] 7% 7%
Retirement age (in years) 58 58
8. Maturity profile of defined benefit obligation:
Within 1 year 4.99 3.10
1-2 year 3.37 3.47
2-3 year 3.22 3.27
3-4 year 3.25 3.19
4-5 year 3.69 3.21
5- 10 year 25.05 21.17
Notes:
(i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet
date for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the
composition of the plan assets held, assessed risks of asset management, historical results of the return on
plan assets and the Company’s policy for plan asset management.
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment market.
(iv) The disclosure above includes amounts for both Britannia Industries Limited Covenanted Staff Gratuity
Fund and Britannia Industries Limited Non Covenanted Staff Gratuity Fund.
Sensitivity analysis
The sensitivity analysis of significant actuarial assumption as at end of reporting period is shown below.
31 March 2022 31 March 2021
A. Discount rate
Discount rate -50 basis points 37.50 33.54
Assumptions 6.70% 6.10%
Discount rate +50 basis points 34.29 30.58
B. Salary escalation rate

Salary rate -50 basis points 34.36 30.65
Salary rate +50 basis points 37.41 33.45
C. Withdrawal rate
Withdrawal rate -100 basis points 35.92 32.26
Withdrawal rate +100 basis points 35.74 31.76
149

` in Crores
Note 45 Corporate Social Responsibility

During the year, the amount required to be spent on corporate social responsibility activities amounted to `
38.58 (31 March 2021: ` 32.44) in accordance with Section 135 of the Act. The following amounts were actually
spent during the current & previous year:
(i) Amount required to be spent by the company during the year 38.58 32.44
(ii) Amount of expenditure incurred 38.58 32.44
(iii) Shortfall at the end of the year - -
(iv) Nature of CSR activities : Promoting Promoting
Healthcare Healthcare
Growth, Growth and
Development Development of
of Children, Children
preventive
health care for
women and
community
development
Note 46 During the year ended 31 March 2016, based on queries received from Securities Exchange Board of India (‘SEBI’), the
Company conducted a preliminary internal investigation and discovered certain irregularities by M/s Sharepro Services
(India) Private Limited (‘Sharepro’), the Company’s erstwhile Registrar and Share Transfer Agent. Subsequently, the
Company filed a criminal complaint against Sharepro and its employees. Pursuant to the directions issued by SEBI
in its interim order dated 22 March 2016, the Company appointed an independent external agency to conduct an
audit of the records and systems of Sharepro with respect to past transactions. The report of the external agency was
submitted with SEBI by the Company vide its letter dated 12 July 2016. In 2019-20, following the receipt of a Show
Cause Notice dated 8 November 2019 from SEBI in a related matter, the Company filed a Settlement Application and
SEBI passed the settlement order on 17 September, 2020.The Company continues to evaluate additional steps, if any,
based on the directions of SEBI or any other regulatory authorities.
Based on consultations with its legal counsel, the Company has been advised that the liability will not devolve on the
Company and thus no provision is considered necessary.
Note 47 Research and Development expenses
Capital expenditure 0.60 0.25
Revenue expenditure 36.52 31.90
Total 37.12 32.15
Note 48 Capital management
The Company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as
to maintain investors, creditors and market confidence and to sustain future development and growth of its
business. In order to maintain the capital structure, the Company monitors the return on capital, as well as the
level of dividends to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard
its ability to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the
Company’s capital management, capital includes issued capital and all other equity reserves and debt includes
non-current borrowings, current borrowings, non-current lease liabilities and current lease liabilities.
150

` in Crores
The Company monitors capital on the basis of the following gearing ratio.
Total debt 2,178.74 1,798.02
Total equity 2,402.54 3,319.53
Debt to equity % 90.68% 54.16%
Note 49
The Board of Directors of the Company at their meeting held on 17 August 2020 approved the issue of
unsecured, non-convertible, redeemable, fully paid-up debentures, along with an appropriate cash component,
aggregating to ` 41.50 per equity share, subject to applicable taxes, by way of bonus to the Members of the
Company, by utilizing the general reserve/surplus in the profit and loss account of the Company under a Scheme
of Arrangement(“”Scheme””). Further, the Board of Directors at their meeting held on 5 October 2020, approved
the Scheme of Arrangement between Britannia Industries Limited and its Members under Sections 230 to 232
of the Companies Act, 2013 and other applicable provisions of the Act which, inter alia, provides for (a) Issue
of 1 unsecured, non-convertible, redeemable, fully paid up Debenture of face value ` 29 each for every 1 fully
paid up equity share of face value ` 1 each (‘Bonus Debenture’) by utilizing the General Reserve of the Company
and the transfer of any balance available in the general reserve after utilizing the same for the purpose of issue of
bonus debentures to Retained earnings and (b) Payment of dividend of ` 12.50 per every 1 fully paid up equity
share of face value ` 1 each by utilizing its accumulated profits to all the members of the Company, subject
to approval of the Scheme by members and statutory/regulatory authorities including the Stock Exchanges,
SEBI and the Hon’ble National Company Law Tribunal, Kolkata bench and subject to deduction/withholding of
applicable taxes. The Company received Observation letters from BSE Limited and National Stock Exchange of
India Limited for the Scheme of Arrangement on 17 December 2020 and filed the Company application before
the Hon’ble National Company Law Tribunal (“Tribunal”), Kolkata Bench on 19 December 2020. The Scheme
of Arrangement was approved by Shareholders and Commercial Paper Holders by requisite majority at their
meetings convened by Video Conference (VC) on 15 February 2021 and sanctioned by the Hon’ble Tribunal by
its order dated 7 May 2021. Upon the scheme becoming effective, the Bonus Debenture Committee of the Board
at its meeting held on 3 June 2021 approved the allotment of the Bonus Debentures and payment of Dividend
to the shareholders holding shares as on 27 May 2021 (“”Record Date””). The effects of the aforesaid Scheme of
Arrangement have been accounted for in the books of account of the Company in accordance with the Scheme
and accounting standards. The Company has paid the dividend after deduction of applicable taxes and upon
receipt of necessary approvals from SEBI and the Stock exchanges, the Bonus Debentures have been listed on
BSE Limited and National Stock Exchange of India Limited on 20 July 2021. These listed 3-year non-convertible
bonus debentures carry a coupon rate of 5.5% p.a. The interest is payable annually and the first due date for
payment of interest is 3 June 2022.
151
` in Crores
Note 50 Financial instruments - fair values and risk management
Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2022, including their levels in the fair
value hierarchy.
Particulars Carrying amount Fair value

Note FVTPL FVOCI Other Other Total Level 1 Level 2 Level 3 Total
financial financial carrying
assets - liabilities amount
amortised
cost
Financial assets measured at fair value
Investment in mutual funds 7 & 12 591.34 - - - 591.34 - 591.34 - 591.34
Investments with insurance companies 7 16.01 - - - 16.01 - 16.01 - 16.01
607.35 - - - 607.35
Financial assets not measured at fair

value
Investments in debentures/bonds 7 & 12 - - 999.60 - 999.60
Investments in preference shares 7 - - 0.05 - 0.05
Investments in in tax free bonds 7 - - 14.11 - 14.11
Investments in government securities 7 & 12 - - 9.13 - 9.13
Loans receivable 8 & 15 - - 798.00 - 798.00
Other financial assets 9 & 16 - - 439.50 - 439.50
Trade receivables 13 - - 253.85 - 253.85
Cash and cash equivalents 14 - - 9.97 - 9.97
Bank balances 14 - - 42.32 - 42.32
- - 2,566.53 - 2,566.53
Financial liabilities not measured at

fair value
Borrowings and lease liabilities 20 (a), (b) - - - 2,178.74 2,178.74
Trade payables 22 - - - 1,156.62 1,156.62
Other financial liabilities 21 & 23 - - - 640.24 640.24
- - - 3,975.60 3,975.60
152
153
` in Crores
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2021, including their levels in the fair
value hierarchy.
Particulars Carrying amount Fair value

Note FVTPL FVOCI Other Other Total Level 1 Level 2 Level 3 Total
amortised
cost
Investment in mutual funds 7 & 12 1,500.09 - - - 1,500.09 - 1,500.09 - 1,500.09
1,515.49 - - - 1,515.49
Financial assets not measured at fair

value
Investments in debentures/bonds 7 & 12 - - 1,011.90 - 1,011.90
Investments in preference shares 7 - - 6.05 - 6.05
Investments in tax free bonds 7 - - 14.11 - 14.11
Investments in government securities 7 & 12 - - 11.32 - 11.32
Loans receivable 8 & 15 - - 999.09 - 999.09
Other financial assets 9 & 16 - - 402.11 - 402.11
Bank balances 14 - - 33.22 - 33.22
- - 2,753.74 - 2,753.74
Financial liabilities not measured at

fair value
Borrowings and lease liabilities 20 (a), (b) - - - 1,798.02 1,798.02
Trade payables 22 - - - 1,189.53 1,189.53
Other financial liabilities 21 & 23 - - - 545.39 545.39
- - - 3,532.94 3,532.94
The fair value of cash and cash equivalents, bank balances, trade receivables, loans receivable, investments in tax-free bonds, investments in debentures/bonds,
investments in preference shares, investments in government securities, borrowings, trade payables and other financial assets and liabilities approximate their
carrying amount largely due to the nature of these instruments. The Company’s loans have been contracted at market rates of interest. Accordingly, the carrying
value of such loans approximate fair value.
Investments in mutual funds, which are classified as FVTPL are measured using net assets value at the reporting date multiplied by the quantity held.
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any
party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or
on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

` in Crores
Financial risk management

The Company’s financial risk management is an integral part of how to plan and execute its business strategies.
The Company’s management risk policy is set by the Board. The Company’s activities expose it to a variety
of financial risks: credit risk, liquidity risk and market risk. The Company’s primary focus is to foresee the
unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance.
A summary of the risks have been given below.
Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers
and loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure
to customers, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the
carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses
in financial assets. The Company assesses the credit quality of the counterparties, taking into account their
financial position, past experience and other factors. Based on our assessment and current estimates the carrying
value and the provisions made as at 31 March 2022 is considered adequate.
Trade and other receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.
The demographics of the customer, including the default risk of the industry and country in which the customer
operates, also has an influence on credit risk assessment. The Company limits its exposure to credit risk from
trade receivables by establishing a appropriate credit period for customer. In monitoring customer credit risk,
customers are grouped according to their credit characteristics, including whether they are wholesale, retail or
institutional customers, their geographic location, industry, trading history with the Company and existence of
previous financial difficulties. The default in collection as a percentage to total receivable is low.
The Company’s exposure to credit risk for trade receivables by geographic region is as follows:

31 March 2022 31 March 2021
India 222.09 168.80
Others 34.58 31.92
256.67 200.72
The Company’s exposure to credit risk for trade receivables by type of counterparty is as follows:
31 March 2022 31 March 2021
Institutional 116.08 108.03
Authorised wholesaler 55.62 24.13
Exports 34.58 31.92
Others 50.39 36.64
256.67 200.72
Movement in the loss allowance for impairment in trade receivables
31 March 2022 31 March 2021
Amount provided for 0.46 0.56
Net remeasurement of loss allowance 2.82 2.36
154

` in Crores
Loans receivables
Movement in the allowance for impairment in loans receivable
31 March 2022 31 March 2021
Opening balance - 1.04
Reversal of loss allowance - (1.04)
Net remeasurement of loss allowance - -
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due.
The Company manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its
liabilities when due. The Company’s corporate treasury department is responsible for liquidity, funding as well
as settlement management. In addition, processes and policies related to such risks are overseen by the senior
management.
The Company aims to maintain the level of its cash and cash equivalents and other highly marketable debt
investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables)
over the next six months. The Company also monitors the level of expected cash inflows on trade receivables
and loans together with expected cash outflows on trade payables and other financial liabilities. At 31 March
2022, the expected cash flows from trade receivables is ` 253.85 (31 March 2021: ` 198.36). This excludes the
potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
In addition, the Company maintains a line of credit of ` 878.00 (31 March 2021: ` 744.00) overdraft facility with
various banks that is unsecured. Interest would be payable basis prevailing MCLR plus applicable margin (31
March 2021 : prevailing MCLR plus applicable margin)
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31
March 2022 and 31 March 2021:
Particulars As at 31 March 2022
Less than 1-2 years 2 years and
1 year above
Non-derivative financial liabilities
Trade payables (Refer note 22) 1,156.62 - -
Other financial liabilities (Refer note 21 and 23) 587.85 5.60 46.79
Borrowings (Refer note 20 (a)) 1,479.62 - 698.52
Lease liabilities (Refer note 20 (b)) * 0.59 0.04 -
3,224.68 5.64 745.31
* Includes interest on lease liabilities of ` 0.03
Particulars As at 31 March 2021

Less than 1-2 years 2 years and
1 year above
Borrowings (Refer note 20 (a)) 1,075.70 720.95 -
Lease liabilities (Refer note 20 (b)) * 0.86 0.62 -
2,766.79 725.05 41.21
* Includes interest on lease liabilities of ` 0.11
155

` in Crores
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will
affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.
Currency risk
The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which
sales, purchase are denominated and the respective functional currencies of Company. The Company has export
sales (2% of total sales) primarily denominated in US dollars and Euro. At any point in time, the Company
hedges 95% to 100% of its estimated foreign currency exposure in respect of sales and purchases over the
following 12 months. The Company uses forward exchange contracts to hedge its currency risk, most with a
maturity of less than one year from the reporting date.
Exposure to currency risk
The summary quantitative data about the Company’s gross exposure to currency risk is as follows:
31 March 2022 31 March 2021

Euro USD Euro USD
Export receivables - 0.45 - 0.42
Overseas payables (0.06) (0.07) (0.33) -
The Company uses forward exchange contracts to hedge the currency exposure and is therefore not exposed to
significant currency risk at the respective reporting dates.
The impact of strengthening/weakening of currency on the Company is not material as Company hedges 95% to
100% of the foreign currency exposure.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates
relates primarily to the Company’s debt obligations with floating interest rates. The Company’s exposure to risk
of changes in market interest rate is minimal.
The sensitivity analysis have been determined based on the exposure to interest rates for debt obligations with
floating rates. The impact on the Company of movement in interest rate by 100 basis points higher or lower and
considering all other variables constant, is not material.
156

` in Crores
Note 51 A. Revenue streams

The Company is primarily involved in manufacturing and sale of various food products. Other sources of
revenue include scrap sales and royalty income.
Note 31 March 2022 31 March 2021

Revenue from operations 13,371.62 12,378.83
B. Disaggregation of revenue from contracts with customers
In the following table, revenue from contracts with customers is disaggregated by primary geographical
market.
31 March 2022 31 March 2021

India 12,891.22 11,800.10
Others 277.82 313.55
Sale of goods / Income from operations 13,169.04 12,113.65
The Company does not incur any cost to obtain or fulfil a contract with the customer.
C. Reconciliation of net sale of goods
31 March 2022 31 March 2021

Gross Sales Value 13,750.41 12,664.56
Add: Customer loyalty programme (1.27) 0.75
Less: Stock returns 122.33 116.64
Less: Trade discounts, promotions & channel margins 457.77 435.02
D. Assets and liabilities related to contract with customers:

Trade receivables 13 256.67 200.72
Deposits from customers 21 40.88 37.89
Advance from customers 24 40.79 49.96
157
` in Crores
Note 52 Ratios
Sr. Particulars Numerator Denominator 31 March 2022 31 March 2021 Variance
No.
i. Current ratio Current assets Current liabilities 0.93 1.21 -23%
ii. Debt equity ratio Debt Net worth 0.91 0.54 *68%
iii. Debt service Profit before exceptional items, tax Finance cost + Principal repayment 17.00 25.18 ^-32%
coverage ratio and finance cost made for Non-current borrowings
and Non-current lease liabilities
iv. Return on equity Profit after tax Average Shareholders’ funds (Total 56.04% 46.35% 21%
ratio equity)
v. Inventory Sale of goods Average Inventories of Finished 43.69 49.94 -13%
turnover ratio stock
vi. Trade receivables Sale of goods Average Gross Trade receivables 57.58 54.47 6%
turnover ratio (before provision)
vii. Trade payables Cost of materials consumed + Average Trade payables 9.27 9.27 0%
turnover ratio Purchases of stock-in-trade +
Changes in inventories of finished
goods, work-in-progress and stock-
in-trade + Other expenses
#
viii. Net capital Sale of goods Current assets less current 28.31 17.48 62%
turnover ratio liabilities (excluding current
maturity of Non-current borrowing
and non-current lease liabilities)
ix. Net profit ratio Net Profit for the period Total Income 11.68% 13.89% -16%
x. Return on Profit before exceptional items, tax Netwoth + Debt + Deferred tax 49.74% 48.33% 3%
capital employed and finance cost liability
xi. Return on Interest income from financial Average (Non-current Investments 6.65% 7.41% -10%
investment assets carried at amortised cost + Current investments + Non-
+ Net gain on financial asset current loans receivable + Current
measured at fair value through loans receivable - Investments in
profit and loss equity instruments of subsidiaries
- Investments in preference shares
of subsidiaries - Investments in
debentures of subsidiaries)
* Basis change in debt position and Networth.
^ Basis change in Profit numbers and debt repayments.
# Basis change in Sales and Net working capital position.
158

` in Crores
Note 53 a) The table below provides details regarding CWIP ageing schedule as at 31 March 2022.
Less than 1-2 years 2-3 years More than Total
1 year 3 years
Projects in progress 479.35 51.95 3.96 0.01 535.27
The table below provides details regarding CWIP ageing schedule as at 31 March 2021.
Less than 1-2 years 2-3 years More than Total
1 year 3 years
b) The table below provides details regarding Trade receivables ageing schedule as at 31 March 2022.
Outstanding for following periods from due date of payment
Less than 6 months 1-2 Years 2-3 years More than Total
6 months -1 year 3 years
Undisputed Trade Receivables:
- considered good 203.62 25.54 19.64 3.52 4.35 256.67
Less: Loss allowance 2.82
Total Trade receivables 253.85
The table below provides details regarding Trade receivables ageing schedule as at 31 March 2021.
Less than 6 months 1-2 Years 2-3 years More than Total
6 months -1 year 3 years
Undisputed Trade Receivables:
- considered good 175.74 7.49 10.81 3.63 3.05 200.72
159

` in Crores
c) The table below provides details regarding Trade payables ageing schedule as at 31 March 2022.
Unbilled Outstanding for following periods from due date of payment
dues / Not Less than 1-2 years 2-3 years More than Total
due 1 year 3 years
(i) MSME 62.49 - - - - 62.49
(ii) Others 681.87 402.42 1.84 2.22 5.78 1,094.13
The table below provides details regarding Trade payables ageing schedule as at 31 March 2021.
dues / Not Less than 1 1-2 years 2-3 years More than Total
due year 3 years
(i) MSME 26.40 - - - - 26.40
(ii) Others 893.86 257.15 5.36 2.07 4.69 1,163.13
Note 54 Share Appreciation Rights (SAR) - Phantom Option Scheme

The Phantom option scheme creates an opportunity to link the employee reward to Company’s share price
performance. Under this plan, Company grants stock appreciation rights to select employees. Cash pay-out
equivalent to the appreciation in the value of shares will be made when exercised after vesting period.
The fair value of the Phantom Option scheme was determined using the Black-Scholes model based on the
following inputs at the grant dates and as at each reporting date:
31 March 2022 31 March 2021
Share price at measurement date 3,206.40 -
Expected volatility 24.72% -
Expected dividends expressed as a dividend yield 1.81% - 2.14% -
Risk free rate 4.17% - 5.12% -
Liability as at the year-end classified as:

Current 4.65 -
Non-current 5.12 -
Total 9.77 -
160

` in Crores
Note 55 The financial statements are presented in ` crores (rounded off to two decimal places). Those items which are
required to be disclosed and which were not presented in the financial statements due to rounding off to the
nearest ` crore are given below:
` in '000
Note Description 31 March 2022 31 March 2021
No.
7 Non-current investments:
(a) Unquoted - Investments in debentures / bonds
The Bengal Chamber of Commerce and Industry 4 4
6 1/2 % Non-redeemable registered debentures 1962
43. Related party disclosures under Ind AS 24:

Relationship
(a) Outstanding as at year end - net receivables /
(payables)
- Britannia Dairy Holdings Private Limited, Mauritius Subsidiary 46 46
(b) Recovery of guest house expenses
- Bombay Dyeing & Manufacturing Co. Ltd. Other related - 41
party
Note 56 Prior year amounts have been regrouped / reclassified wherever necessary, to conform to the presentation in the
current year.
Note 57 During the year ended 31 March 2022, no material foreseeable loss (31 March 2021: Nil) was incurred for any
long-term contract including derivative contracts.

(DIN:00015731) (DIN:05208062)


161
INDEPENDENT AUDITOR’S REPORT

To the Members of Britannia Industries Limited
Report on the Audit of the Consolidated Financial Statements
Opinion Basis for Opinion
1. We have audited the accompanying consolidated 3. We conducted our audit in accordance with the
financial statements of Britannia Industries Limited Standards on Auditing specified under Section 143(10)
(‘the Holding Company’) and its subsidiaries (the of the Act. Our responsibilities under those standards
Holding Company and its subsidiaries together are further described in the Auditor’s Responsibilities
referred to as ‘the Group’) and its associates, as listed in for the Audit of the Consolidated Financial Statements
Annexure 1, which comprise the Consolidated Balance Section of our report. We are independent of the Group
Sheet as at 31 March 2022, the Consolidated Statement and its associates in accordance with the Code of Ethics
of Profit and Loss (including Other Comprehensive issued by the Institute of Chartered Accountants of
Income), the Consolidated Statement of Cash Flow,
India (‘ICAI’) together with the ethical requirements
the Consolidated Statement of Changes in Equity for
that are relevant to our audit of the consolidated
the year then ended and a summary of the significant
financial statements under the provisions of the Act
accounting policies and other explanatory information.
and the rules thereunder, and we have fulfilled our
2. In our opinion and to the best of our information and other ethical responsibilities in accordance with these
according to the explanations given to us and based on requirements and the Code of Ethics. We believe that
the consideration of the reports of the other auditors the audit evidence we have obtained together with the
on separate financial statements and on the other audit evidence obtained by the other auditors in terms
financial information of the subsidiaries and associates of their reports referred to in paragraph 15 of the Other
the aforesaid consolidated financial statements give Matters Section below, is sufficient and appropriate to
the information required by the Companies Act,
provide a basis for our opinion.
2013 (‘the Act’) in the manner so required and give
a true and fair view in conformity with the Indian Key Audit Matters
Accounting Standards (‘Ind AS’) specified under
Section 133 of the Act, read with the Companies 4. Key audit matters are those matters that, in our
(Indian Accounting Standards) Rules, 2015, and other professional judgment, were of most significance in
accounting principles generally accepted in India of our audit of the consolidated financial statements of
the consolidated state of affairs of the Group and its the current period. These matters were addressed in
associates, as at 31 March 2022, their consolidated the context of our audit of the consolidated financial
profit (including other comprehensive income), statements as a whole, and in forming our opinion
consolidated cash flows and the consolidated changes thereon, and we do not provide a separate opinion on
in equity for the year ended on that date. these matters.
5. We have determined the matters described below to be the key audit matters to be communicated in our report.
Revenue Recognition (refer note 3(i) and 29 to the Our key audit procedures around revenue recognition
consolidated financial statements) included, but were not limited to, the following:
The revenue of the Group consists primarily of sale of food • Assessed the appropriateness of the revenue recognition
products that are sold through distributors, modern trade accounting policies of the Group including those
and direct sale channels amongst others. relating to rebates and trade discounts, by evaluating
compliance with the applicable accounting standards.
Revenue is recognized when the control of products is
transferred to the customer and there is no unfulfilled • Evaluated the design and tested the operating
obligation. effectiveness of the relevant key controls with respect
to revenue recognition including general and specific
information technology controls.
162
Owing to the volume of sales transactions, size of the • Performed substantive testing on selected samples
distribution network and varied terms of contracts with of revenue transactions recorded during the year by
customers, revenue is determined to be an area involving testing the underlying documents including contracts,
significant risk in line with the requirements of the invoices, goods dispatch notes, shipping documents
Standards on Auditing and hence, requiring significant and customer receipts, wherever applicable.
auditor attention.
• Understood and evaluated the Company’s process for
The management is required to make certain key judgements recording of the accruals for discounts and rebates
around determination of transaction price in accordance and ongoing incentive schemes and on a test basis,
with the requirements of verified the year-end provisions made in respect of
such schemes.
Ind AS 115, “Revenue from Contracts with Customers” on
account of consideration payable to customers in the form • Performed analytical review procedures on revenue
of various discount schemes, returns and rebates. recognised during the year to identify any unusual
and/or material variances.
The Group and its external stakeholders focus on revenue
as a key performance indicator and this could create an • Performed confirmation and alternative procedures
incentive for revenue to be overstated or recognised before on selected invoices outstanding as at the year end.
control has been transferred.
• Tested a select sample of revenue transactions recorded
Considering the aforesaid significance to our audit and before the financial year end date to determine whether
the external stakeholders, revenue recognition has been the revenue has been recognised in the appropriate
considered as a key audit matter for the current year’s audit. financial period.
• Tested a sample of manual journal entries posted to
revenue ledgers to identify any unusual items.
• Evaluated the appropriateness and adequacy of
disclosures in the consolidated financial statements in
respect of revenue recognition in accordance with the
applicable requirements.
Related Party Transactions (refer note 44 to the Our key audit procedures around related party transactions
consolidated financial statements) included, but were not limited to, the following:
The Group has entered into several transactions with related • Evaluated the design and tested the operating
parties during the year ended 31 March 2022 and also has effectiveness of the relevant key controls to identify and
outstanding balances as at the year end. disclose related party relationships and transactions in
accordance with the relevant accounting standards.
We identified related party transactions as a key audit
matter due to the risk with respect to completeness of • Assessed the compliance with the SEBI listing
disclosures made in the consolidated financial statements regulations and the regulations under the Companies
due to a volume of such transactions, recoverability Act, 2013, including authorization and approvals as
of balances outstanding, compliance with statutory specified in Sections 177 and 188 of the Companies
regulations governing related party transactions such as the Act, 2013 with respect to the related party transactions,
Companies Act, 2013 and Securities and Exchange Board as applicable. In cases where the matter was subject
of India (Listing Obligations and Disclosure Requirements) to interpretation, we assessed reasonableness of
Regulations 2015 (‘the SEBI listing regulations’), and the management’s judgement by considering the advice
judgements involved in assessing whether transactions with obtained by management from legal practitioners.
related parties are undertaken at an arms’ length.
163
• On a sample basis, inspected relevant ledgers,
agreements and other information that may indicate
the existence of related party relationships or
transactions. We also assessed the completeness of
related parties with reference to the various statutory
registers and declarations maintained by the Group’s
management.
• Verified the management’s assessment of recoverability
of dues from related parties by reference to underlying
supporting documents such as valuation of underlying
assets of such entities and settlement of such
transactions subsequent to the balance sheet date.
• On a sample basis, tested the Group’s assessment of
related party transactions for arms’ length pricing.
• Considered the adequacy and appropriateness of
the disclosures made in the consolidated financial
statements of related party relationships and
transactions in accordance with the requirements of
applicable accounting standard.
Litigations, provisions and contingencies (refer note 28 Our key audit procedures around litigations, provisions
and 36 to the consolidated financial statements) and contingencies included, but were not limited to, the
following:
The Group is involved in various direct tax, indirect tax
and other litigations (‘litigations’) that are pending with • Assessed the appropriateness of the Group’s
different statutory authorities. accounting policies relating to provisions and
contingent liability by comparing with the applicable
Provisions are recognized when the Group has a present
accounting standards.
obligation (legal/ constructive) as a result of a past event
for which it is probable that a cash outflow will be required • Evaluated the design and tested the operating
and a reliable estimate can be made of the amount of the effectiveness of the relevant key controls around the
obligation. A disclosure for contingent liabilities is made recording and assessment of litigations, provisions
where there is a possible obligation or a present obligation and contingent liabilities.
that may probably not require an outflow of resources. • Engaged subject matter specialists to gain an
When there is a possible or a present obligation where the understanding of the current status of litigations and
likelihood of outflow of resources is remote, no provision or monitored changes in the disputes, if any, through
disclosure is made. discussions with the management and by reading
The aforesaid assessment requires the Management to make external advice received by the Company from legal
judgements and estimates in relation to the matters and counsel, where relevant, to validate management’s
exposures arising from a range of matters relating to direct conclusions.
tax, indirect tax, claims, general legal proceedings and other
claims against the Group arising in the regular course of
business.
164
The level of management judgement associated with • Obtained and assessed the Company’s assumptions
determining the need for, and the quantum of, provisions and estimates in respect of litigations, including the
for any liabilities and disclosures of any contingent liabilities liabilities or provisions recognized or contingent
arising from these litigations is considered to be high. liabilities disclosed in the consolidated financial
statements. This involved comparing the same to
This judgement is dependent on a number of significant
the assessment of our subject matter specialists and
assumptions and assessments which involves interpreting
assessing the probability of an unfavorable outcome
the various applicable rules, regulations, practices and
of a given proceeding and the reliability of estimates
considering precedents in the various jurisdictions, for
of related amounts.
which the management uses various subject matter experts.
• On a test basis, performed substantive procedures on
In view of the uncertainty relating to the outcome of these
the underlying calculations supporting the provisions
litigations, the significance of the amounts involved and
recorded.
the subjectivity involved in management’s judgement, this
matter has been considered as a key audit matter for the • Assessed the appropriateness and adequacy of the
current year audit. disclosures made in relation to related provisions and
contingencies in the consolidated financial statements.
Information other than the Consolidated Financial Responsibilities of Management and Those Charged with
Statements and Auditor’s Report thereon Governance for the Consolidated Financial Statements
6. The Holding Company’s Board of Directors are 7. The accompanying consolidated financial statements
responsible for the other information. The other have been approved by the Holding Company’s
information comprises the information included in the Board of Directors. The Holding Company’s Board
Board report but does not include the consolidated of Directors are responsible for the matters stated
financial statements and our auditor’s report thereon, in Section 134(5) of the Act with respect to the
which we obtained prior to the date of this auditor’s preparation and presentation of these consolidated
report, and the Annual report, which is expected to be financial statements that give a true and fair view
made available to us after that date. of the consolidated financial position, consolidated
financial performance including other comprehensive
Our opinion on the consolidated financial statements
income, consolidated changes in equity and
does not cover the other information and we do not
consolidated cash flows of the Group including its
and will not express any form of assurance conclusion
associates in accordance with the Ind AS specified
thereon.
under Section 133 of the Act read with the Companies
In connection with our audit of the consolidated (Indian Accounting Standards) Rules, 2015, and
financial statements, our responsibility is to read the other accounting principles generally accepted in
other information identified above and, in doing so, India. The Holding Company’s Board of Directors
consider whether the other information is materially are also responsible for ensuring accuracy of records
inconsistent with the consolidated financial statements including financial information considered necessary
or our knowledge obtained in the audit or otherwise for the preparation of consolidated Ind AS financial
appears to be materially misstated. statements. Further, in terms of the provisions of the
Act the respective Board of Directors of the companies
If, based on the work we have performed on the other
included in the Group, and its associate companies
information that we obtained prior to the date of this
covered under the Act are responsible for maintenance
auditor’s report, we conclude that there is a material
of adequate accounting records in accordance with
misstatement of this other information, we are required to
the provisions of the Act for safeguarding the assets
report that fact. We have nothing to report in this regard.
of the Group and for preventing and detecting frauds
When we read the Annual report, if we conclude and other irregularities; selection and application of
that there is a material misstatement therein, we are appropriate accounting policies; making judgments
required to communicate the matter to those charged and estimates that are reasonable and prudent; and
with governance. design, implementation and maintenance of adequate
165
internal financial controls, that were operating than for one resulting from error, as fraud may
effectively for ensuring the accuracy and completeness involve collusion, forgery, intentional omissions,
of the accounting records, relevant to the preparation misrepresentations, or the override of internal
and presentation of the financial statements that control;
give a true and fair view and are free from material • Obtain an understanding of internal control
misstatement, whether due to fraud or error. These relevant to the audit in order to design
financial statements have been used for the purpose audit procedures that are appropriate in the
of preparation of the consolidated financial statements circumstances. Under Section 143(3)(i) of the
by the Board of Directors of the Holding Company, as Act we are also responsible for expressing our
aforesaid. opinion on whether the Holding Company has
adequate internal financial controls system with
8. In preparing the consolidated financial statements, the reference to consolidated financial statements
respective Board of Directors of the companies included in place and the operating effectiveness of such
in the Group and of its associates are responsible for controls.;
assessing the ability of the Group and of its associates
• Evaluate the appropriateness of accounting
to continue as a going concern, disclosing, as
policies used and the reasonableness of
applicable, matters related to going concern and using
accounting estimates and related disclosures
the going concern basis of accounting unless the Board
made by management;
of Directors either intend to liquidate the Group or to
cease operations, or has no realistic alternative but to • Conclude on the appropriateness of management’s
do so. use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
9. Those respective Board of Directors are also responsible
a material uncertainty exists related to events
for overseeing the financial reporting process of the
or conditions that may cast significant doubt
companies included in the Group and of its associates. on the ability of the Group and its associates to
Auditor’s Responsibilities for the Audit of the continue as a going concern. If we conclude that
Consolidated Financial Statements a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
10. Our objectives are to obtain reasonable assurance related disclosures in the consolidated financial
about whether the consolidated financial statements as statements or, if such disclosures are inadequate,
a whole are free from material misstatement, whether to modify our opinion. Our conclusions are
due to fraud or error, and to issue an auditor’s report based on the audit evidence obtained up to the
that includes our opinion. Reasonable assurance is date of our auditor’s report. However, future
a high level of assurance but is not a guarantee that events or conditions may cause the Group and
an audit conducted in accordance with Standards on its associates to cease to continue as a going
Auditing will always detect a material misstatement concern;
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in • Evaluate the overall presentation, structure and
the aggregate, they could reasonably be expected to content of the consolidated financial statements,
influence the economic decisions of users taken on the including the disclosures, and whether the
basis of these consolidated financial statements. consolidated financial statements represent the
underlying transactions and events in a manner
11. As part of an audit in accordance with Standards on that achieves fair presentation; and
Auditing specified under Section 143(10) of the Act
we exercise professional judgment and maintain • Obtain sufficient appropriate audit evidence
professional skepticism throughout the audit. We also: regarding the financial information/ financial
statements of the entities or business activities
• Identify and assess the risks of material within the Group, and its associates, to express
misstatement of the consolidated financial an opinion on the consolidated financial
statements, whether due to fraud or error, design statements. We are responsible for the direction,
and perform audit procedures responsive to supervision and performance of the audit of
those risks, and obtain audit evidence that is financial statements of such entities included in
sufficient and appropriate to provide a basis for the consolidated financial statements, of which
our opinion. The risk of not detecting a material we are the independent auditors. For the other
misstatement resulting from fraud is higher entities included in the consolidated financial
166
statements, which have been audited by the other financial statements of such subsidiaries located outside
auditors, such other auditors remain responsible India from accounting principles generally accepted
for the direction, supervision and performance in their respective countries to accounting principles
of the audits carried out by them. We remain generally accepted in India. We have audited these
solely responsible for our audit opinion. conversion adjustments made by the Holding Company’s
management. Our opinion on the consolidated financial
12. We communicate with those charged with governance statements, in so far as it relates to the balances and
regarding, among other matters, the planned scope affairs of such subsidiaries located outside India, is
and timing of the audit and significant audit findings, based on the report of other auditors and the conversion
including any significant deficiencies in internal adjustments prepared by the management of the Holding
control that we identify during our audit. Company and audited by us.
13. We also provide those charged with governance with Our opinion above on the consolidated financial
a statement that we have complied with relevant statements, and our report on other legal and regulatory
ethical requirements regarding independence, and to requirements below, are not modified in respect of the
communicate with them all relationships and other above matters with respect to our reliance on the work
matters that may reasonably be thought to bear on done by and the reports of the other auditors.
our independence, and where applicable, related
safeguards. 16. We did not audit the financial information of one
subsidiary, whose financial information reflect total
14. From the matters communicated with those charged assets of ` 0.35 crores and net assets of ` 0.35 crores
with governance, we determine those matters that were as at 31 March 2022, total revenues of ` nil and net
of most significance in the audit of the consolidated cash flows amounting to ` nil for the year ended on
financial statements of the current period and are that date, as considered in the consolidated financial
therefore the key audit matters. We describe these statements. The consolidated financial statements also
matters in our auditor’s report unless law or regulation include the Group’s share of net loss (including other
precludes public disclosure about the matter or when, comprehensive income) of ` 0.20 crores for the year
in extremely rare circumstances, we determine that ended 31 March 2022, as considered in the consolidated
a matter should not be communicated in our report financial statements, in respect of two associates,
because the adverse consequences of doing so would whose financial information has not been audited by
reasonably be expected to outweigh the public interest us. These financial information are unaudited and
benefits of such communication. have been furnished to us by the management and our
Other Matters opinion on the consolidated financial statements, in so
far as it relates to the amounts and disclosures included
15. We did not audit the financial statements of nine in respect of the aforesaid subsidiary and associates are
subsidiaries, whose financial statements reflect total based solely on such unaudited financial information.
assets of ` 876.44 crores and net assets of ` 457.28
crores as at 31 March 2022, total revenues of ` 648.82 In our opinion and according to the information and
explanations given to us by the management, these
crores and net cash inflows amounting to ` 39.98
financial information are not material to the Group.
crores for the year ended on that date, as considered in
the consolidated financial statements. These financial Our opinion above on the consolidated financial
statements have been audited by other auditors whose statements, and our report on other legal and regulatory
reports have been furnished to us by the management requirements below, are not modified in respect of
and our opinion on the consolidated financial the above matter with respect to our reliance on the
statements, in so far as it relates to the amounts and financial information certified by the management.
disclosures included in respect of these subsidiaries
Report on Other Legal and Regulatory Requirements
are based solely on the reports of the other auditors.
17. As required by Section 197(16) of the Act, based on
Further, these subsidiaries are located outside India
our audit, we report that the Holding Company has
whose financial statements and other financial
paid remuneration to its directors during the year in
information have been prepared in accordance with
accordance with the provisions of and limits laid down
accounting principles generally accepted in their
under Section 197 read with Schedule V to the Act.
respective countries and which have been audited
by other auditors under generally accepted auditing Further, based on our audit, we report that 13
standards applicable in their respective countries. The subsidiary companies covered under the Act and as
Holding Company’s management has converted the certified by the management of Holding Company in
167
respect of 1 associate Company covered under the Act, c) The consolidated financial statements dealt with
whose financial statements are unaudited and have by this report are in agreement with the relevant
been furnished to us by management, and as stated books of account maintained for the purpose
in paragraph 16, have not paid or provided for any of preparation of the consolidated financial
managerial remuneration during the year. Also further, statements;
we report that the provisions of Section 197 read with
d) In our opinion, the aforesaid consolidated
Schedule V to the Act is not applicable to 1 associate
financial statements comply with Ind AS
Company covered under the Act since such associate specified under Section 133 of the Act read with
Company is not a public Company as defined under the Companies (Indian Accounting Standards)
Section 2(71) of the Act. Rules, 2015;
Accordingly, reporting under Section 197(16) of the e) On the basis of the written representations
Act is not applicable in respect of aforesaid subsidiary received from the directors of the Holding
companies and associate companies. Company, its subsidiary companies and taken
18. As required by clause (xxi) of paragraph 3 of on record by the Board of Directors of the
Companies (Auditor’s Report) Order, 2020 (‘the Holding Company and its subsidiary companies
Order’) issued by the Central Government of India respectively, covered under the Act, none of
in terms of Section 143(11) of the Act based on the the directors of the Group companies and its
consideration of the Order reports issued till date by associate companies covered under the Act, are
us, of companies included in the consolidated financial disqualified as on 31 March 2022 from being
statements and covered under the Act we report that appointed as a director in terms of Section
there are no qualifications or adverse remarks reported 164(2) of the Act.
in the respective Order reports of such companies. f) With respect to the adequacy of the internal
Further, following are the companies included in the financial controls with reference to financial
consolidated financial statements for the year ended statements of the Holding Company, its
31 March 2022 and covered under that Act that are subsidiary companies and associate companies
audited by respective statutory auditors for which the covered under the Act, and the operating
respective reports under Section 143(11) of the Act of effectiveness of such controls, refer to our
such companies have not yet issued by the respective separate report in ‘Annexure 2’ wherein we have
statutory auditors, as per information and explanation expressed an unmodified opinion; and
given to us by the management in this respect.
g) With respect to the other matters to be included
S Name CIN Subsidiary/ in the Auditor’s Report in accordance with Rule
No Associate 11 of the Companies (Audit and Auditors)
Rules, 2014 (as amended), in our opinion and to
1 Nalanda Biscuit U15410BR1986PLC002262 Associate
the best of our information and according to the
Company Limited
explanations given to us:
2 Sunandaram Foods U15412AS2006PTC008112 Associate
Private Limited i. The consolidated financial statements
disclose the impact of pending litigations
19. As required by Section 143(3) of the Act, based on our on the consolidated financial position of
audit, we report to the extent applicable that: the Group and its associates as detailed
a) We have sought and obtained all the information in Note 28 and 36 to the consolidated
and explanations which to the best of our financial statements;
knowledge and belief were necessary for the ii. The Holding Company, its subsidiary
purpose of our audit of the aforesaid consolidated companies and associate companies did
financial statements; not have any long-term contracts including
derivative contracts for which there were
b) In our opinion, for all the companies covered
any material foreseeable losses as at 31
under the Act, proper books of account as
March 2022;
required by law relating to preparation of the
aforesaid consolidated financial statements iii. There has been no delay in transferring
have been kept so far as it appears from our amounts, required to be transferred, to
examination of those books and the reports of the Investor Education and Protection
the other auditors; Fund by the Holding Company during
168
the year ended 31 March 2022. There invest in other persons or entities
were no amounts which were required to identified in any manner whatsoever
be transferred to the Investor Education by or on behalf of the Funding Party
and Protection Fund by the subsidiary (“Ultimate Beneficiaries”) or provide
companies covered under the Act covered any guarantee, security or the like on
under the Act, during the year ended 31 behalf of the Ultimate Beneficiaries;
March 2022; and
iv. a) The respective Managements of c) Based on such audit procedures
the Holding Company and its performed, as considered reasonable
subsidiaries which are companies and appropriate in the circumstances,
incorporated in India whose financial nothing has come to our attention
statements have been audited under that causes us to believe that the
the Act have represented to us, to the management representations under
best of their knowledge and belief, sub-clauses (a) and (b) above contain
as disclosed in the note 50 to the any material misstatement
consolidated financial statements,
no funds have been advanced or v. The interim dividend paid by the Holding
loaned or invested (either from Company and a subsidiary Company during
borrowed funds or share premium the year in respect of the same declared for
or any other sources or kind of the previous year is in accordance with
funds) by the Holding Company or Section 123 of the Companies Act 2013
any of such subsidiaries to or in any to the extent it applies to payment of
other persons or entities, including dividend.
foreign entities (“Intermediaries”), The interim dividend declared and paid
with the understanding, whether by a subsidiary Company covered under
recorded in writing or otherwise, the Act during the year and until the date
that the Intermediary shall, directly of this audit report is in accordance with
or indirectly lend or invest in other Section 123 of the Companies Act 2013.
persons or entities identified in
any manner whatsoever by or on The remaining subsidiary companies
behalf of the Holding Company or covered under the Act have not declared or
any of such subsidiaries (“Ultimate paid any dividend during the year ended
Beneficiaries”) or provide any 31 March 2022.
guarantee, security or the like on As stated in Note 21 to the consolidated
behalf of the Ultimate Beneficiaries; financial statements, the Board of Directors
b) The respective Managements of of the Company has proposed final
the Holding Company and its dividend for the year which is subject to
subsidiaries which are companies the approval of the members at the ensuing
incorporated in India whose financial Annual General Meeting. The dividend
statements have been audited under declared is in accordance with Section
the Act have represented to us, to the 123 of the Act to the extent it applies to
best of their knowledge and belief, declaration of dividend.
as disclosed in the note 50 to the
consolidated financial statements, For Walker Chandiok & Co LLP
no funds have been received by the Chartered Accountants
Holding Company or any of such Firm’s Registration No.: 001076N/N500013
subsidiaries from any persons or
entities, including foreign entities Aasheesh Arjun Singh
(“Funding Parties”), with the Partner
understanding, whether recorded in Membership No.: 210122
writing or otherwise, that the Holding UDIN: 22210122AIHVRN3114
Company or any of such subsidiaries Bengaluru
shall, directly or indirectly, lend or 02 May 2022
169
ANNEXURE 1
List of entities consolidated in the consolidated financial statements of Britannia Industries Limited
for the year ended 31 March 2022
Entity Country of Relationship

Incorporation
Britannia Industries Limited India Holding Company
Boribunder Finance and Investments Private Limited India Subsidiary
Britannia Dairy Private Limited India Subsidiary
Britchip Foods Limited India Subsidiary
Flora Investments Company Private Limited India Subsidiary
Ganges Vally Foods Private Limited India Subsidiary
Gilt Edge Finance and Investments Private Limited India Subsidiary
International Bakery Products Limited India Subsidiary
J. B. Mangharam Foods Private Limited India Subsidiary
Manna Foods Private Limited India Subsidiary
Sunrise Biscuit Company Private Limited India Subsidiary
Britannia and Associates (Dubai) Private Company Limited Dubai, UAE Subsidiary
Strategic Brands Holding Company Limited Dubai, UAE Subsidiary
Strategic Foods International Company LLC Dubai, UAE Subsidiary
Strategic Foods Uganda Limited Uganda Subsidiary
Al Sallan Food Industries Company SAOC Oman Subsidiary
Britannia Egypt LLC Egypt Subsidiary
Britannia Dairy Holdings Private Limited Mauritius Subsidiary
Britannia and Associates (Mauritius) Private Limited Mauritius Subsidiary
Britannia Nepal Private Limited Nepal Subsidiary
Britannia Bangladesh Private Limited Bangladesh Subsidiary
Subsidiary - Limited
Britannia Employees General Welfare Association Private Limited India
by Guarantee
Britannia Employees Educational Welfare Association Private Limited India
by Guarantee
Britannia Employees Medical Welfare Association Private Limited India
by Guarantee
Nalanda Biscuit Company Limited India Associate
Sunandaram Foods Private Limited India Associate
170
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE TO

THE MEMBERS OF BRITANNIA INDUSTRIES LIMITED ON THE CONSOLIDATED
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2022
Independent Auditor’s Report on the internal financial companies, as aforesaid, based on our audit. We
controls with reference to financial statements under conducted our audit in accordance with the Standards
Clause (i) of sub-section 3 of Section 143 of the Companies on Auditing issued by the Institute of Chartered
Act, 2013 (‘the Act’) Accountants of India (‘ICAI’) prescribed under Section
143(10) of the Act, to the extent applicable to an
1. In conjunction with our audit of the consolidated
audit of internal financial controls with reference
financial statements of Britannia Industries Limited
to financial statements, and the Guidance Note on
(‘the Holding Company’) and its subsidiaries (the
Audit of Internal Financial Controls Over Financial
Holding Company and its subsidiaries together
Reporting (‘the Guidance Note’) issued by the ICAI.
referred to as ‘the Group’) and its associates as at and Those Standards and the Guidance Note require that
for the year ended 31 March 2022, we have audited the we comply with ethical requirements and plan and
internal financial controls with reference to financial perform the audit to obtain reasonable assurance about
statements of the Holding Company and its subsidiary whether adequate internal financial controls with
companies, which are companies covered under the reference to financial statements were established and
Act, as at that date. maintained and if such controls operated effectively in
Responsibilities of Management and Those Charged all material respects.
with Governance for Internal Financial Controls 4. Our audit involves performing procedures to obtain
2. The respective Board of Directors of the Holding audit evidence about the adequacy of the internal
Company, its subsidiary companies and its associate financial controls with reference to financial statements
companies, which are companies covered under the and their operating effectiveness. Our audit of internal
Act, are responsible for establishing and maintaining financial controls with reference to financial statements
internal financial controls based on the internal financial includes obtaining an understanding of such internal
controls with reference to financial statements criteria financial controls, assessing the risk that a material
established by the Holding Company considering the weakness exists, and testing and evaluating the design
essential components of internal control stated in the and operating effectiveness of internal control based on
Guidance Note on Audit of Internal Financial Controls the assessed risk. The procedures selected depend on
over Financial Reporting (‘the Guidance Note’) issued the auditor’s judgement, including the assessment of
by the Institute of Chartered Accountants of India the risks of material misstatement of the consolidated
(‘ICAI’). These responsibilities include the design, financial statements, whether due to fraud or error.
implementation and maintenance of adequate internal 5. We believe that the audit evidence we have obtained
financial controls that were operating effectively for is sufficient and appropriate to provide a basis for
ensuring the orderly and efficient conduct of the our audit opinion on the internal financial controls
Company’s business, including adherence to the with reference to financial statements of the Holding
Company’s policies, the safeguarding of its assets, Company and its subsidiary companies as aforesaid.
the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting Meaning of Internal Financial Controls with
Reference to Financial Statements
records, and the timely preparation of reliable financial
information, as required under the Act. 6. A Company’s internal financial controls with
reference to financial statements is a process designed
Auditor’s Responsibility for the Audit of the Internal
to provide reasonable assurance regarding the
Financial Controls with Reference to Financial
reliability of financial reporting and the preparation
Statements
of consolidated financial statements for external
3. Our responsibility is to express an opinion on the purposes in accordance with generally accepted
internal financial controls with reference to financial accounting principles. A Company’s internal financial
statements of the Holding Company and its subsidiary controls with reference to financial statements include
171
those policies and procedures that (1) pertain to the established by the Holding Company considering the
maintenance of records that, in reasonable detail, essential components of internal control stated in the
accurately and fairly reflect the transactions and Guidance Note issued by the ICAI.
dispositions of the assets of the Company; (2) provide
Other Matter
reasonable assurance that transactions are recorded
as necessary to permit preparation of consolidated 9. We did not audit the internal financial controls with
financial statements in accordance with generally reference to financial statements in so far as it relates to
accepted accounting principles, and that receipts and two associate companies, which are companies covered
expenditures of the Company are being made only in under the Act, in respect of which, the Group’s share
accordance with authorisations of management and of net loss (including other comprehensive income) of
directors of the Company; and (3) provide reasonable ` 0.2 crores for the year ended 31 March 2022 has been
assurance regarding prevention or timely detection of considered in the consolidated financial statements.
unauthorised acquisition, use, or disposition of the The internal financial controls with reference to
Company’s assets that could have a material effect on financial statements of these associate companies,
the consolidated financial statements. which are companies covered under the Act, are
unaudited and our opinion under Section 143(3)(i) of
Inherent Limitations of Internal Financial Controls the Act on adequacy and operating effectiveness of the
with Reference to Financial Statements internal financial controls with reference to financial
7. Because of the inherent limitations of internal statements insofar as it relates to the aforesaid associate
financial controls with reference to financial companies, which are companies covered under the Act,
statements, including the possibility of collusion or is solely based on the corresponding internal financial
improper management override of controls, material controls with reference to financial statements reports
misstatements due to error or fraud may occur and not certified by the management of such companies. In
be detected. Also, projections of any evaluation of the our opinion and according to the information and
internal financial controls with reference to financial explanations given to us by the management, these
statements to future periods are subject to the risk financial statements are not material to the Group. Our
that the internal financial controls with reference opinion is not modified in respect of the above matter
to financial statements may become inadequate with respect to our reliance on the internal financial
because of changes in conditions, or that the degree controls with reference to financial statements reports
of compliance with the policies or procedures may certified by the management.
deteriorate.
For Walker Chandiok & Co LLP
Opinion Chartered Accountants
Firm’s Registration No.: 001076N/N500013
8. In our opinion, the Holding Company and its
subsidiary companies, which are companies covered
Aasheesh Arjun Singh
under the Act, have in all material respects, adequate
Partner
internal financial controls with reference to financial
statements and such controls were operating effectively
UDIN: 22210122AIHVRN3114
as at 31 March 2022, based on the internal financial Bengaluru
controls with reference to financial statements criteria 2 May 2022
172
CONSOLIDATED BALANCE SHEET

` in Crores
I Assets
(1) Non-current assets
(a) Property, plant and equipment 4 1,584.05 1,634.30
(b) Capital work-in-progress 4 535.68 116.52
(c) Investment property 5 13.95 14.21
(d) Goodwill 6 139.61 135.90
(e) Other intangible assets 6 15.60 8.54
(f) Investment in associates 7 2.09 2.29
(g) Financial assets
(i) Investments 8 926.55 1,385.37
(ii) Loans receivable 9 100.00 58.00
(iii) Other financial assets 10 31.80 46.71
(h) Deferred tax assets (net) 19 51.67 9.66
(i) Tax assets (net) 19 44.93 71.84
(j) Other non-current assets 11 99.18 105.98
Total non-current assets 3,545.11 3,589.32
(2) Current assets
(a) Inventories 12 1,367.49 1,091.49
(b) Financial assets
(i) Investments 13 833.73 1,393.25
(ii) Trade receivables 14 331.93 257.27
(iii) Cash and cash equivalents 15 117.99 142.74
(iv) Bank balances other than (iii) above 15 66.91 68.60
(v) Loans receivable 16 698.00 941.50
(vi) Other financial assets 17 428.03 402.82
(c) Other current assets 18 126.34 121.79
Total current assets 3,970.42 4,419.46
Total assets 7,515.53 8,008.78
II Equity and liabilities
(1) Equity
(a) Equity share capital 20 24.09 24.09
(b) Other equity 21 2,534.01 3,523.57
Equity attributable to equity holders of the parent 2,558.10 3,547.66
Non-controlling interests 27.50 36.34
Total equity 2,585.60 3,584.00
(2) Liabilities
(A) Non-current liabilities
(i) Borrowings 22 706.99 747.15
(ii) Lease Liabilities 23 13.76 15.17
(iii) Other financial liabilities 24 52.64 44.87
(b) Deferred tax liabilities (net) 19 0.81 8.69
Total non-current liabilities 774.20 815.88
(B) Current liabilities
(i) Borrowings 22 1,758.55 1,357.15
(ii) Lease Liabilities 23 1.90 2.04
(iii) Trade payables 25
(a) total outstanding dues of micro enterprises and small enterprises 62.76 26.40
(b) total outstanding dues of creditors other than micro enterprises and small enterprises 1,222.46 1,286.79
(iv) Other financial liabilities 26 423.69 332.43
(b) Other current liabilities 27 126.71 140.54
(c) Provisions 28 485.11 387.47
(d) Tax liabilities (net) 19 74.55 76.08
Total current liabilities 4,155.73 3,608.90
Total liabilities 4,929.93 4,424.78
Total equity and liabilities 7,515.53 8,008.78
See accompanying notes to the consolidated financial statements
(DIN:00015731) (DIN:05208062)
Aasheesh Arjun Singh N Venkataraman T.V. Thulsidass
Membership number: 210122 (DIN:05220857) (Membership number: A20927)
173
CONSOLIDATED STATEMENT OF PROFIT AND LOSS

` in Crores
For the year ended Note 31 March 2022 31 March 2021
I Revenue from operations
14,136.26 13,136.14
II Other income 30 222.83 312.87
III Total income (I+II) 14,359.09 13,449.01
IV Expenses
Cost of materials consumed 31(a) 7,473.97 6,502.33
Purchases of stock-in-trade 31(b) 1,361.59 1,160.89
Changes in inventories of finished goods, work-in-progress and stock-in-trade 32 (75.26) (37.12)
Employee benefits expense 33 542.26 527.38
Finance costs 34 144.29 110.90
Depreciation and amortisation expense 4, 5, 6 200.54 197.85
Other expenses 35 2,632.19 2,473.37
Total expenses 12,279.58 10,935.60
V Profit before share of profits / (loss) of associates (III-IV) 2,079.51 2,513.41
VI Share of profit / (loss) of associates (0.20) 0.81
VII Profit before exceptional items and tax (V+VI) 2,079.31 2,514.22
VIII Exceptional items (Refer Note 54) 0.98 0.61
IX Profit before tax (VII-VIII) 2,078.33 2,513.61
X Tax expense:
(i) Current tax 19 612.24 657.12
(ii) Deferred tax 19 (49.89) 5.90
562.35 663.02
XI Profit for the year (IX-X) 1,515.98 1,850.59
XII Other comprehensive income
Items that will not be reclassified subsequently to statement of profit or loss
Remeasurements of the net defined benefit (liability) / asset 0.17 3.50
Income-tax relating to items not to be reclassified subsequently to statement of profit or loss (0.05) (0.92)
Items that will be reclassified subsequently to statement of profit or loss
Foreign currency translation reserve 6.17 (4.08)
Other comprehensive income/ (loss), net of tax 6.29 (1.50)
XIII Total Comprehensive income for the year (XI+XII) 1,522.27 1,849.09
Profit attributable to:
Owners of the Company 1,524.82 1,863.90
Non-controlling interests (8.84) (13.31)
Profit for the year 1,515.98 1,850.59
Other comprehensive income attributable to:
Owners of the Company 6.29 (1.50)
Non-controlling interests - -
Other comprehensive income for the year 6.29 (1.50)
Total comprehensive income attributable to:
Owners of the Company 1,531.11 1,862.40
Non-controlling interests (8.84) (13.31)
Total comprehensive income for the year 1,522.27 1,849.09
Earnings per share (face value of ` 1 each)
Basic [in `] 63.31 77.43
Diluted [in `] 63.31 77.40
Weighted average number of equity shares used in computing earnings per share:
- Basic 240,868,296 240,716,747
- Diluted 240,868,296 240,800,190
(DIN:00015731) (DIN:05208062)
174
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
175
` in Crores
Equity Other equity Total equity Attributable
share Reserves and Surplus Other attributable to non-
capital comprehensive income to equity controlling
Particulars holders interest Total
Securities Retained Capital Capital Debenture General Share Foreign Equity Other
of the
premium earnings reserve redemption redemption reserve options currency instruments items of
Company
reserve reserve outstanding translation through OCI
account reserve OCI
Balance as at 1 April 2020 24.05 116.62 3,162.77 0.63 3.96 180.24 871.80 34.41 17.39 - (9.04) 4,402.83 35.65 4,438.48
Changes in equity for the period ended 31 March 2021
Increase in share capital on exercise of employee stock options 0.04 - - - - - - - - - - 0.04 - 0.04
Foreign currency translation reserve - - - - - - - - (4.08) - - (4.08) - (4.08)
Share based payment [Refer note 33] - - - - - - - 18.94 - - - 18.94 - 18.94

Transfer to securities premium on issue of equity shares - 103.11 - - - - - - - - - 103.11 - 103.11
Transfer to securities premium from share options outstanding - 25.25 - - - - - (25.25) - - - - - -
account
Dividends - - (2,839.66) - - - - - - - - (2,839.66) - (2,839.66)
Remeasurement of the net defined benefit (liability)/asset, net of - - - - - - - - - - 2.58 2.58 - 2.58
tax effect
Increase in share capital of non-controlling interest - - - - - - - - - - - - 14.00 14.00
Profit for the year - - 1,863.90 - - - - - - - - 1,863.90 (13.31) 1,850.59
Balance as at 31 March 2021 24.09 244.98 2,187.01 0.63 3.96 180.24 871.80 28.10 13.31 - (6.46) 3,547.66 36.34 3,584.00
Equity Other equity Total equity Attributable

share Reserves and Surplus Other attributable to non-
capital comprehensive income to equity controlling
Particulars holders interest Total
Securities Retained Capital Capital Debenture General Share Foreign Equity Other
of the
premium earnings reserve redemption redemption reserve options currency instruments items of
Company
reserve reserve outstanding translation through OCI
account reserve OCI
Balance as at 1 April 2021 24.09 244.98 2,187.01 0.63 3.96 180.24 871.80 28.10 13.31 - (6.46) 3,547.66 36.34 3,584.00
Changes in equity for the period ended 31 Mar 2022
Foreign currency translation reserve - - - - - - - - 6.17 - - 6.17 - 6.17
Share based payment [Refer note 33] - - - - - - - 4.78 - - - 4.78 - 4.78
Transfer to retained earnings [Refer note 52] - - - - - - (173.28) (0.42) - - - (173.70) - (173.70)
Transfer from general reserve - - 173.28 - - - - - - - - 173.28 - 173.28
Transfer from Share options outstanding account - - 0.42 - - - - - - - - 0.42 - 0.42
Dividends - - (1,794.47) - - - - - - - - (1,794.47) - (1,794.47)
Issue of bonus debentures - - - - - - (698.52) - - - - (698.52) - (698.52)
Remeasurement of the net defined benefit (liability)/asset, net of - - - - - - - - - - 0.12 0.12 - 0.12
tax effect
Transfer liabilities- Phantom Option Scheme - - - - - - - (32.46) - - - (32.46) - (32.46)
Profit for the year - - 1,524.82 - - - - - - - - 1,524.82 (8.84) 1,515.98
Balance as at 31 Mar 2022 24.09 244.98 2,091.06 0.63 3.96 180.24 - - 19.48 - (6.34) 2,558.10 27.50 2,585.60
(DIN:00015731) (DIN:05208062)

CONSOLIDATED STATEMENT OF CASH FLOWS

` in Crores
Cash flows from operating activities
Profit before tax and share of profits / (loss) of associates and after exceptional item 2,078.53 2,512.80
Adjustments for :
Depreciation and amortisation expense 200.54 197.85
Share based (ESOS) expenses 4.78 18.94
Net gain on financial asset measured at fair value through Statement of Profit (28.91) (65.47)
and Loss
Profit on sale of property, plant and equipment (0.95) (0.33)
Interest income from financial assets carried at amortised cost (184.60) (234.66)
Finance costs 144.29 110.90
Changes in
Inventories (274.76) (351.44)
Trade receivables (72.21) 61.40
Loans receivable, other financial assets and other assets (32.41) (143.62)
Trade payables, other financial liabilities, other liabilities and provisions 52.13 401.96
Cash generated from operating activities 1,886.43 2,508.33
Income-tax paid, net of refund (586.91) (632.81)
Net cash generated from operating activities 1,299.52 1,875.52
Cash flow from investing activities
Acquisition of property, plant and equipment and other intangible assets (550.18) (240.51)
Proceeds from sale of property, plant and equipment 3.16 2.17
Sale of investments, net 1,047.97 178.60
Inter-corporate deposits placed (740.00) (1,202.50)
Inter-corporate deposits redeemed 941.50 1,491.41
Changes in other bank balances 1.69 (26.98)
Interest received 206.75 233.43
Net cash generated from investing activities 910.89 435.62
Cash flow from financing activities
Proceeds from share allotment - 103.15
Principal payment of lease liabilities (1.55) (2.55)
Interest paid on lease liabilities (0.65) (1.04)
Interest paid (118.61) (101.30)
Issue of bonus debentures 698.52 -
Net proceeds from other working capital borrowing* 645.35 102.31
Proceeds from issue of Commercial paper - 1,431.08
Repayment of Commercial paper / Term Loans (984.02) (964.40)
176
CONSOLIDATED STATEMENT OF CASH FLOW (CONTINUED)

` in Crores
Contribution from non-controlling interest - 14.00
Dividends paid (including bonus debentures) (2,484.88) (2,823.75)
Net cash used in financing activities (2,245.84) (2,242.50)
Net change in cash and cash equivalents (35.43) 68.64
Effect of exchange rate changes on cash and cash equivalents 3.30 (2.44)
Cash and cash equivalents at beginning of the year (Net of bank overdraft) 141.45 75.26
Cash and cash equivalents at end of the year (Net of bank overdraft) 109.32 141.45
Cash and cash equivalents [Refer note 15] 117.99 142.74

Bank overdraft [Refer note 22] (8.67) (1.29)
Cash and cash equivalents at end of the year (Net of bank overdraft) 109.32 141.45
Note:
The above Cash Flow Statement has been prepared under the ‘Indirect Method’ as set out in Ind AS 7 on ‘Statement of Cash
Flows’. The amendment under Ind AS 7 requiring the entities to disclose changes arising from non-cash transactions in
addition to changes from financing cash flows is not applicable to the Group.
Debt reconciliation statement in accordance with Ind AS 7
Current borrowings and lease liabilities
Opening balance 1,359.19 750.37
Proceeds from / (Repayment of) borrowings, net (331.43) 602.47
Exchange fluctuation 2.13 (1.77)
Net change in interest (8.12) 8.12
Closing balance 1,021.77 1,359.19
Non-current borrowings, non-current lease liabilities and current maturity of non-

current borrowings
Proceeds from / (Repayment of) borrowings, net 697.11 (40.71)
Closing balance 1,459.43 762.32
* Bank overdraft is shown under cash and cash equivalent as per requirement of IND AS 7. Hence, proceeds from borrowings
under financing activity does not include the movement in bank overdraft.
Significant accounting Policies [Refer note 3]
(DIN:00015731) (DIN:05208062)
177
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
1 Reporting entity
Britannia Industries Limited (the ‘Company’) is a company domiciled in India, with its registered office situated at
5/1A, Hungerford Street, Kolkata, West Bengal - 700017. The Company has been incorporated under the provisions
of Indian Companies Act and its equity shares are listed on the National Stock Exchange (NSE) and the Bombay
Stock Exchange (BSE) in India. These consolidated financial statements comprise the Company and its subsidiaries
(referred to collectively as the ‘Group’) and the Group’s interest in associates. The Group is primarily involved in
manufacturing and sale of various food products.
2 Basis of preparation
A. Statement of compliance
These consolidated financial statements have been prepared in accordance with Indian Accounting Standards
(Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015, as amended, notified under Section
133 of Companies Act, 2013, (the ‘Act’) and other relevant provisions of the Act.
The consolidated financial statements were authorised for issue by the Company’s Board of Directors on 2 May
2022.
Details of the Group’s accounting policies are included in Note 3.
B. Functional & presentation currency
These consolidated financial statements are presented in Indian Rupees (`), which is also the Company’s
functional currency. All amounts have been rounded-off to two decimal places to the nearest crores, unless
otherwise indicated.
C. Basis of measurement
These consolidated financial statements have been prepared on the historical cost basis except for the following
items:

Items Measurement basis
Certain financial assets and liabilities Fair value
Share based payments Fair value
Net defined benefit asset/ (liability) Fair value of plan assets less present value of defined benefit obligations
D. Use of estimates and judgments
In preparing these consolidated financial statements, the Group has made judgments, estimates and assumptions
that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised prospectively.
Judgements
Information about judgements made in applying accounting policies that have the most significant effects on the
amounts recognised in these consolidated financial statements is included in the following notes:
- Note 37 - leases: whether an arrangement contains a lease and lease classification.
178
Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material
adjustment in the year ending 31 March 2022 is included in the following notes:
- Note 45 - measurement of defined benefit obligations: key actuarial assumptions;
- Note 40 - recognition and measurement of provisions and contingencies: key assumptions about the
likelihood and magnitude of an outflow of resources;
- Note 4 - useful life of property, plant and equipment;
- Note 8 - 10, 13,14,16 and 17 - impairment of financial assets.
E. Measurement of fair values
Certain accounting policies and disclosures of the Group require the measurement of fair values, for both
financial and non financial assets and liabilities.
The Group has an established control framework with respect to the measurement of fair values.
The valuation team regularly reviews significant unobservable inputs and valuation adjustments.
Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation
techniques as follows:
- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices).
- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible.
If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value
hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy
as the lowest level input that is significant to the entire measurement.
Further information about the assumptions made in the measuring fair values is included in the following notes:
- Note 5 - investment property;
- Note 20 (e) - share-based payment / Phantom Option Scheme; and
- Note 50 - financial instruments.
3. Significant accounting policies
(a) Basis of consolidation
i. Subsidiaries
Subsidiaries are all the entities over which the Group has control. The Group controls an entity when the Group
is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect
those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated
from the date on which the control is transferred to the Group. They are deconsolidated from the date that
control ceases.
The acquisition method of accounting is used to account for business combinations by the Group.
179
The Group combines the financial statements of the parent and its subsidiaries line by line adding together like
items of assets, liabilities, equity, income and expenses. Intercompany transactions, balances and unrealised
gains on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have
been changed where necessary to ensure consistency with the policies adopted by the Group.
ii. Non - controlling interests (NCI)
NCI are measured at their proportionate share of the acquiree’s net identifiable assets on the date of acquisition.
iii. Associates
These are entities over which the group has significant influence but not control or joint control over the
financial and operating policies.
Interests in associates are accounted using the equity method. They are initially recognised at cost which includes
transaction cost. Subsequent to initial recognition, the consolidated financial statements include the Group’s
share of profit or loss and other comprehensive income of equity accounted investees until the date on which
significant influence ceases.
iv. Equity method
Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter
to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit and loss, and
the Group’s share of other comprehensive income of the investee in other comprehensive income. Dividends
received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of
the investment.
When the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity,
including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has
incurred obligations or made payments on behalf of the other entity.
v. Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated. Unrealised gains arising from transactions with equity accounted investees are
eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.
vi. Subsidiaries and associate companies considered in the consolidated financial statements:
Name of the company Country of Ownership interest (in %) (Direct)

incorporation 31 March 2022 31 March 2021
Subsidiary companies:
Boribunder Finance and Investments Private Limited India 100.00 100.00
Flora Investments Company Private Limited India 40.53 40.53
Gilt Edge Finance and Investments Private Limited India 46.13 46.13
Ganges Vally Foods Private Limited India 98.66 98.66
International Bakery Products Limited India 100.00 100.00
J B Mangharam Foods Private Limited India 100.00 100.00
Manna Foods Private Limited India 100.00 100.00
Sunrise Biscuit Company Private Limited India 99.16 99.16
180
Name of the company Country of Ownership interest (in %) (Direct)

incorporation 31 March 2022 31 March 2021
Britannia and Associates (Mauritius) Private Limited Mauritius 100.00 100.00
Britannia and Associates (Dubai) Private Co. Limited Dubai, UAE 100.00 100.00
Al Sallan Food Industries Co. SAOC Oman 65.46 65.46
Strategic Food International Co. LLC, Dubai Dubai, UAE 100.00 100.00
Strategic Brands Holding Company Limited Dubai, UAE 100.00 100.00
Britannia Egypt LLC Egypt 100.00 -
Britannia Dairy Private Limited India 100.00 100.00
Britannia Dairy Holdings Private Limited Mauritius 100.00 100.00
Britannia Nepal Private Limited Nepal 100.00 100.00
Britchip Foods Limited India 60.00 60.00
Britannia Bangladesh Private Limited Bangladesh 100.00 100.00
Strategic Foods Uganda Limited Uganda 100.00 -
Associates:
Nalanda Biscuits Company Limited India 35.00 35.00
Sunandaram Foods Private Limited India 26.00 26.00
The following subsidiary Companies limited by guarantee, are considered for consolidation:
Britannia Employees General Welfare Association Private Limited
Britannia Employees Medical Welfare Association Private Limited
Britannia Employees Educational Welfare Association Private Limited
vii. Principles of consolidation
These consolidated financial statements have been prepared by consolidation of the financial statements of the
Company and its subsidiaries on a line-by-line basis after fully eliminating the inter-company transactions.
The following subsidiary companies are excluded from consolidation as they are not significant:
Name of the entity Relationship Country of incorporation

Vasana Agrex and Herbs Private Limited Subsidiary India
Snacko Bisc Private Limited Subsidiary India
The financial statements of Nalanda Biscuits Company Limited and Sunandaram Foods Private Limited have
viii.
been incorporated in the consolidated financial statements of Britannia Industries Limited based on unaudited
financial statements.
(b) Property, plant and equipment
i. Recognition and measurement
Items of property, plant and equipment are measured at cost (which includes capitalised borrowing costs, if any)
less accumulated depreciation and accumulated impairment losses, if any.
181
Cost of an item of property, plant and equipment includes its purchase price, duties, taxes, after deducting trade
discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended
use and estimated costs of dismantling and removing the item and restoring the site on which it is located.
The cost of a self-constructed item of property, plant and equipment comprises the cost of materials, direct
labour and any other costs directly attributable to bringing the item to its intended working condition and
estimated costs of dismantling, removing and restoring the site on which it is located, wherever applicable.
If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components) of property, plant and equipment.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in the Statement of Profit
or Loss.
ii. Subsequent expenditure
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the
expenditure will flow to the Group.
iii. Depreciation
Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual value
using straight line method over the useful lives of assets as per Schedule II of the Companies Act, 2013 and is
recognised in the Statement of Profit and Loss. Assets acquired under lease are depreciated over the shorter of
the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the
end of the lease term. Depreciation for assets purchased / sold during the period is proportionately charged.
The range of estimated useful lives of items of property, plant and equipment are as follows:
Asset Useful life

Plant and equipment 7.5 - 15 years
Furniture and fixtures 10 years
Motor vehicles 8 years
Office equipment 3 - 5 years
Buildings 30 - 60 years
Freehold land is not depreciated.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at
each financial year-end and adjusted prospectively, if appropriate.
iv. Reclassification to investment property
When the use of a property changes from owner-occupied to investment property, the property is reclassified as
investment property at its carrying amount on the date of classification.
v. Capital work-in-progress (CWIP)
Capital work-in-progress includes cost of property, plant and equipment/ other intangible assets under installation
/ under development as at the balance sheet date.
182
(c) Intangible assets

Internally generated: Research and development
Expenditure on research activities is recognised in the Statement of Profit and Loss as incurred.
Development expenditure is capitalised as part of the cost of the resulting intangible asset only if the expenditure
can be measured reliably, the product or process is technically and commercially feasible, future economic
benefits are probable, and the Group intends to and has sufficient resources to complete the development and
to use or sell the asset. Otherwise, it is recognised in the Statement of Profit or Loss as incurred. Subsequent to
initial recognition, the asset is measured at cost less accumulated amortisation and accumulated impairment
losses, if any.
Others:
Other intangible assets including those acquired by the Group in a business combination are initially measured
at cost. Such intangible assets are subsequently measured at cost less accumulated amortisation and accumulated
Goodwill arising on consolidation represents the excess of cost to the Group of its investment in a subsidiary
company over the Group’s portion of net worth of the subsidiary, and is net of capital reserve.
Amortisation
Amortisation is calculated to write off the cost of intangible assets less their estimated residual values over their
estimated useful lives using the straight- line method, and is included in depreciation and amortisation in the
The estimated useful lives are as follows:
Asset Useful life

Computer software 6 years
Amortisation method, useful lives and residual values are reviewed at the end of each financial year and adjusted
if appropriate.
(d) Investment property
Investment property is property held either to earn rental income or for capital appreciation or for both, but
not for sale in the ordinary course of business, use in the production or supply of goods or services or for
administrative purposes. Upon initial recognition, an investment property is measured at cost. Subsequent to
initial recognition, investment property is measured at cost less accumulated depreciation and accumulated
The Group depreciates investment properties on a straight-line basis over the useful life of the asset as specified
in point b (iii) above.
Any gain or loss on disposal of an investment property is recognised in the Statement of Profit or Loss.
The fair values of investment property is disclosed in the notes accompanying these consolidated financial
statements. Fair values are determined by an independent valuer who holds recognised and relevant professional
qualification and has recent experience in the location and category of the investment property being valued.
183
(e) Impairment
(i) Financial assets
The Group recognises loss allowances using the expected credit loss (ECL) model for the financial assets
which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant
financing component is measured at an amount equal to lifetime ECL. For all other financial assets,
expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a
significant increase in credit risk from initial recognition in which case those are measured at lifetime
ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the
reporting date to the amount that is required to be recognised is recognised as an impairment gain or loss
in the Statement of Profit or Loss.
(ii) Non -financial assets
Intangible assets and property, plant and equipment
Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or
changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose
of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the
value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such cases, the recoverable amount is determined
for the cash generated units to which the asset belongs. If such assets are considered to be impaired, the
impairment to be recognised in the Statement of Profit and Loss is measured by the amount by which the
carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is
reversed in the Statement of Profit and Loss if there has been a change in the estimates used to determine
the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount,
provided that this amount does not exceed the carrying amount that would have been determined (net of
any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in
prior years.
(f) Leases
The Group at the inception of a contract, assesses whether a contract, is or contains a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. A lessee recognises a Right-of-use asset representing its right to use the underlying
asset and a lease liability representing its obligation to make lease payments. The Group does not recognise
right-of-use of assets and lease liabilities for short term leases that have a lease term of 12 months or less and
leases of low value assets. The Group recognises the lease payments associated with these leases as an expense on
a straight line basis over the lease term. Lessor accounting remains similar to the accounting under the previous
standard i.e. lessor continues to classify leases as finance or operating lease. The arrangement is, or contains, a
lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement
conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.
As a lessee
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct cost incurred and an estimate of cost
to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.
184
The right-of-use asset is subsequently depreciated using the straight line method from the commencement date
to the earlier of the end of the useful life or the end of the lease term. The estimated useful life of the right-of-use
assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease
liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. The lease payments shall include fixed payments, variable
lease payments, residual value guarantees, exercise price of a purchase option where the Group is reasonably
certain to exercise that option and payment of penalties for terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease. Subsequent to initial measurement, the liability is reduced
for payments made and increased for interest. It is remeasured to reflect any reassessment or modification, or
if there are changes in in-substance fixed payments. When the lease liability is remeasured, the corresponding
adjustment is reflected in the right-of-use asset, or profit and loss if the right-of-use asset is already reduced to
zero. On the Balance Sheet, right-of-use assets have been included under property, plant and equipment and
lease liabilities have been included under financial liabilities.
As a lessor
Lease income from operating leases, where the Group is a lessor, is recognised on a straight-line basis over the
lease term.
(g) Inventories
Inventories are valued at the lower of cost (including prime cost, non-refundable taxes and duties and other
overheads incurred in bringing the inventories to their present location and condition) and estimated net
realisable value, after providing for obsolescence, where appropriate. The comparison of cost and net realisable
value is made on an item-by-item basis. The net realisable value of materials in process is determined with
reference to the selling prices of related finished goods. Raw materials, packing materials and other supplies held
for use in production of inventories are not written down below cost except in cases where material prices have
declined, and it is estimated that the cost of the finished products will exceed their net realisable value.
The provision for inventory obsolescence is assessed regularly based on estimated usage and shelf life of products.
Raw materials, packing materials and stores and spares are valued at cost computed on moving weighted average
basis. The cost includes purchase price, inward freight and other incidental expenses net of refundable duties,
levies and taxes, where applicable.
Work-in-progress is valued at input material cost plus conversion cost as applicable.
Finished goods and stock-in-trade are valued at the lower of net realisable value and cost (including prime
cost, non-refundable taxes and duties and other overheads incurred in bringing the inventories to their present
location and condition), computed on a moving weighted average basis.
In respect of the following subsidiary, inventories are valued at cost, computed under first-in-first-out basis. The
value of the inventories are as given below:
` in Crores
31 March 2022 31 March 2021
Britannia Dairy Private Limited 16.31 15.15
185
(h) Financial instruments

i. Recognition and initial measurement
The Group initially recognises financial assets and financial liabilities when it becomes a party to the
contractual provisions of the instrument. All financial assets and liabilities are measured at fair value on
initial recognition. Transaction costs that are directly attributable to the acquisition or issue of financial
assets and financial liabilities, that are not at fair value through profit or loss, are added to the fair value on
initial recognition.
ii. Classification and subsequent measurement
Financial assets
Financial assets carried at amortised cost
A financial asset is subsequently measured at amortised cost if it is held within a business model whose
objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the
financial asset give rise on specified dates to cash flows that are solely payments of principal and interest
on the principal amount outstanding.
Financial assets at fair value through other comprehensive income
A financial asset is subsequently measured at fair value through other comprehensive income if it is held
within a business model whose objective is achieved by both collecting contractual cash flows and selling
financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows
that are solely payments of principal and interest on the principal amount outstanding.
Financial assets at fair value through profit or loss
A financial asset which is not classified in any of the above categories are subsequently fair valued through
profit or loss.
Financial liabilities are subsequently carried at amortised cost using the effective interest method. For
trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts
approximate fair value due to the nature of these instruments.
Investment in associates and joint venture
Investment in equity shares / preference shares in joint venture and associates is carried at cost in the
financial statements.
iii. Derecognition
Financial assets
The Group derecognises a financial asset when the contractual rights to the cash flows from the financial
asset expire, or it transfers the right to receive the contractual cash flows in a transaction in which
substantially all of the risks and rewards of ownership of the financial assets are transferred or in which
the Group neither transfers nor retains substantially all of the risks and rewards of ownership and does not
retain control of the financial asset.
If the Group enters into transactions whereby it transfers assets recognised on its balance sheet, but retains
either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not
derecognised.
186
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled,
or expire.
The Group also derecognises a financial liability when its terms are modified and the cash flows under
the modified terms are substantially different. In this case, a new financial liability based on the modified
terms is recognised at fair value. The difference between the carrying amount of the financial liability
extinguished and a new financial liability with modified terms is recognised in the Statement of Profit and
Loss.
iv. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when,
and only when, the Group has a legally enforceable right to set off the amounts and it intends either to
settle them on a net basis or realise the asset and settle the liability simultaneously.
(i) Revenue recognition
The Group recognises revenue to depict the transfer of promised goods or services to customers in an amount
that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
A 5-step approach is used to recognise revenue as below:
Step 1: Identify the contract(s) with a customer
Step 2: Identify the performance obligation in contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognise revenue when (or as) the entity satisfies a performance obligation
(i) Sale of goods:
Revenue is recognised when a customer obtains control of the goods which is ordinarily upon delivery
at the customer premises. Revenue is measured at fair value of the consideration received or receivable,
after deduction of any trade discounts, volume rebates and any taxes or duties collected on behalf of the
government which are levied on sales such as goods and services tax, etc. For certain contracts that permit
the customer to return an item, revenue is recognised to the extent that it is probable that a significant
reversal in the amount of cumulative revenue recognised will not occur. As a consequence, for those
contracts for which the Group is unable to make a reasonable estimate of return, revenue is recognised
when the return period lapses or a reasonable estimate can be made. A refund liability and an asset for
recovery is recognised for these contracts and presented separately in the balance sheet.
(ii)
Deferred revenue:
The Group has a customer loyalty programme for select customers. The Group grants credit points to
those customers as part of a sales transaction which allows them to accumulate and redeem those credit
points. The consideration is allocated between the loyalty programme and the goods based on their relative
stand-alone selling prices. The credit points have been deferred and will be recognised as revenue when the
reward points are redeemed or lapsed.
(iii) Income from royalties are recognised based on contractual agreements.
(iv) Dividend income is recognised when the Group’s right to receive the payment is established, which is
generally when shareholders approve the dividend.
187
(v) For all financial instruments measured at amortised cost, interest income is recorded using the effective
interest rate (EIR), which is the rate that exactly discounts the estimated future cash payments or receipts
over the expected life of the financial instrument or a shorter period, where appropriate, to the net carrying
amount of the financial asset. Interest income is included in other income in the Statement of Profit and
Loss.
(j) Foreign currencies
Transactions in foreign currencies are initially recorded by the Group at their functional currency spot rates at
the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at the
functional currency spot rates of exchange at the reporting date. Exchange differences that arise on settlement
of monetary items or on reporting at each balance sheet date are recognised as income or expenses in the period
in which they arise. Non-monetary items which are carried at historical cost denominated in a foreign currency
are reported using the exchange rates at the date of transaction. Non-monetary items measured at fair value in a
foreign currency are translated using the exchange rates at the date when the fair value is determined.
(k) Foreign operations
The assets and liabilities of foreign operations including goodwill and fair value adjustments arising on
acquisition, are translated into `, the functional currency of the Company, at the exchange rates on the reporting
date. The income and expenses of foreign operations are translated into ` at the exchange rates at the dates of
the transactions or an average rate if the average approximates the actual rate at the date of the transaction.
When a foreign operation is disposed of in its entirety or partially, such that control, significant influence or joint
control is lost, the cumulative amount of exchange differences related to that foreign operation recognised in OCI
is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes off part of its interest
in a subsidiary but retains control, then the relevant proportion of the cumulative amount is re-allocated to OCI.
When the Group disposes off only a part of its interest in an associate while retaining significant influence, the
relevant proportion of the cumulative amount is reclassified to Statement of Profit or Loss.
(l) Government grants/Incentives
Government grants/incentives are recognised where there is reasonable assurance that the grant/incentives will
be received and all attached conditions will be complied with. When the grant/incentives relates to revenue, it is
recognised in the Statement of Profit and Loss on a systematic basis over the periods to which it relates. When
the grant/incentives relates to an asset, it is treated as deferred income and recognised in the Statement of Profit
and Loss on a systematic basis over the useful life of the asset.
(m) Income tax
Income tax comprises current and deferred tax. It is recognised in the Statement of Profit or Loss except to
the extent that it relates to a business combination or to an item recognised directly in equity or in other
comprehensive income.
i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year
and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax
reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty,
if any related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively
enacted by the reporting date.
188
ii. Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.
Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not
recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is
not a business combination and that affects neither accounting nor taxable profit or loss at the time
of transaction.
- temporary differences related to investments in subsidiaries, associates and interests in joint ventures,
when the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available
against which they can be used.
Deferred tax assets recognised or unrecognized are reviewed at each reporting date and are recognised / reduced
to the extent that it is probable / no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised
or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting
date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in
which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and
liabilities.
The Group offsets, the current tax assets and liabilities (on a year on year basis) and deferred tax assets and
liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities
on a net basis.
Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is
convincing evidence that the respective Group Company will pay normal income tax during the specified
period. Such asset is reviewed at each balance sheet date and the carrying amount of the MAT credit asset
is written down to the extent there is no longer a convincing evidence to the effect that the company will
pay normal income tax during the specified period.
(n) Borrowing costs
Borrowing costs directly attributable to the acquisition or construction of those property, plant and equipment,
which necessarily takes a substantial period of time to get ready for their intended use are capitalised. All other
borrowing costs are expensed in the period in which they incur in the Statement of Profit and Loss.
(o) Provisions and contingent liabilities
i. General
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources embodying economic benefits will be required to
settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Group
expects some or all of a provision to be reimbursed, the expense relating to a provision is presented in the
Statement of Profit and Loss net of any reimbursement.
189
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognised as a finance cost.
ii. Contingent liabilities
A disclosure for contingent liabilities is made where there is a possible obligation or a present obligation
that may probably not require an outflow of resources. When there is a possible or a present obligation
where the likelihood of outflow of resources is remote, no provision or disclosure is made.
iii. Onerous contracts
Provision for onerous contracts. i.e. contracts where the expected unavoidable cost of meeting the obligations
under the contract exceed the economic benefits expected to be received under it, are recognised when it
is probable that an outflow of resources embodying economic benefits will be required to settle a present
obligation as a result of an obligating event based on a reliable estimate of such obligation.
(p) Employee benefits
i. Short-term employee benefits
All employee benefits falling due wholly within twelve months of rendering the services are classified
as short-term employee benefits, which include benefits like salaries, wages, short-term compensated
absences and performance incentives and are recognised as expenses in the period in which the employee
renders the related service.
ii. Post-employment benefits
Contributions to defined contribution schemes such as Provident Fund, Pension Fund, etc., are recognised
as expenses in the period in which the employee renders the related service. In respect of certain employees,
Provident Fund contributions are made to a Trust administered by the Group. The interest rate payable
to the members of the Trust shall not be lower than the statutory rate of interest declared by the Central
Government under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 and shortfall,
if any, after considering the accumulated reserves with the Trust, shall be made good by the Group. In
respect of contributions made to government administered Provident Fund, the Group has no further
obligations beyond its monthly contributions. The Group also provides for post-employment defined
benefit in the form of gratuity and medical benefits. The cost of providing benefit is determined using
the projected unit credit method, with actuarial valuation being carried out at each balance sheet date.
Remeasurement of the net benefit liability, which comprise actuarial gains and losses, the return on plan
assets (excluding interests) and the effect of the assets ceiling (if any, excluding interest) are recognised in
other comprehensive income. The effect of any plan amendments are recognized in the Statement of Profit
and Loss.
The Britannia Industries Limited Covenanted Staff Pension Fund Trust (‘BILCSPF’) and Britannia Industries
Limited Officers’ Pension Fund Trust (‘BILOPF’) were established by the Group to administer pension
schemes for its employees. These trusts are managed by the Trustees. The Pension Scheme is applicable to
all the managers and officers of the Group who have been employed up to the date of 15 September 2005
and any manager or officer employed after that date, if he has opted for the membership of the Scheme.
The Group makes a contribution of 15% of basic salary in respect of the members, each month to the
trusts. On retirement, subject to the vesting conditions as per the rules of the trust, the member becomes
eligible for pension, which is paid from annuity purchased in the name of the member by the trusts.
190
iii. Other long-term employee benefits

All employee benefits (other than post-employment benefits and termination benefits) which do not fall
due wholly within twelve months after the end of the period in which the employees render the related
services are determined based on actuarial valuation or discounted present value method carried out
at each balance sheet date. The expected cost of accumulating compensated absences is determined by
actuarial valuation performed by an independent actuary as at 1 January every year using projected unit
credit method on the additional amount expected to be paid / availed as a result of the unused entitlement
that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is
recognised in the period in which the absences occur.
iv. Voluntary retirement scheme benefits
Voluntary retirement scheme benefits are recognised as an expense in the year they are incurred.
(q) Share based payment/Cash-settled share-based payments
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. That cost is recognised in employee benefits expense, together with a corresponding
increase in share-based payment (share options outstanding account) reserves in equity, over the period in which
the performance and/or service conditions are fulfilled. The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted earnings per share.
For cash-settled share-based payments, the fair value of the amount payable to employees is recognised as
employee benefits expense with a corresponding increase in liabilities, over the vesting period. The liability
is remeasured at each reporting period up to, and including the settlement date, with changes in fair value
recognised in employee benefits expense.
(r) Cash and cash equivalents
Cash and cash equivalents includes cash on hand, cheques on hand and demand deposits with banks with
original maturities of three months or less.
(s) Earnings per share
Basic Earnings Per Share (‘EPS’) is computed by dividing the net profit attributable to the equity shareholders
by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is
computed by dividing the net profit by the weighted average number of equity shares considered for deriving
basic earnings per share and also the weighted average number of equity shares that could have been issued upon
conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the
beginning of the year, unless issued at a later date. In computing diluted earnings per share, only potential equity
shares that are dilutive and that either reduces earnings per share or increases loss per share are included. The
number of shares and potentially dilutive equity shares are adjusted retrospectively for all period in case of share
splits.
(t) Cash flow statement
Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and
items of income or expenses associated with investing or financing cash flows. The cash flows from regular
revenue generating (operating activities), investing and financing activities of the Group are segregated.
191
(u) Recent accounting pronouncements

Standards issued but not effective on Balance Sheet date;
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. On March 23, 2022, MCA amended
the Companies (Indian Accounting Standards) Amendment Rules, 2022, as below.
Ind AS 109 – Financial Instruments
The amendment clarifies that the terms are substantially different if the discounted present value of the cash
flows under the new terms, including any fees paid net of any fees received and discounted using the original
effective interest rate, is at least 10 per cent different from the discounted present value of the remaining cash
flows of the original financial liability. In determining those fees paid net of fees received, a borrower includes
only fees paid or received between the borrower and the lender, including fees paid or received by either the
borrower or lender on the other‘s behalf.
If an exchange of debt instruments or modification of terms is accounted for as an extinguishment, any costs or
fees incurred are recognised as part of the gain or loss on the extinguishment. If the exchange or modification
is not accounted for as an extinguishment, any costs or fees incurred adjust the carrying amount of the liability
and are amortised over the remaining term of the modified liability.
Ind AS 16 – Property Plant and equipment – The amendment clarifies that excess of net sale proceeds of items
produced over the cost of testing, if any, shall not be recognised in the profit or loss but deducted from the
directly attributable costs considered as part of cost of an item of property, plant and equipment. The Group has
evaluated the amendment and there is no impact on its consolidated financial statements.
Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets – The amendment specifies that the
‘cost of fulfilling’ a contract comprises the ‘costs that relate directly to the contract’. Costs that relate directly to
a contract can either be incremental costs of fulfilling that contract (examples would be direct labour, materials)
or an allocation of other costs that relate directly to fulfilling contracts (an example would be the allocation of
the depreciation charge for an item of property, plant and equipment used in fulfilling the contract). The Group
has evaluated the amendment and there is no impact on its consolidated financial statements.
192
193
Note 4 - Property, plant and equipment and capital work-in-progress

` in Crores
Carrying
Gross carrying amount Accumulated depreciation amounts
(net)
Description
As at Exchange Additions Disposals Adjustment As at As at Exchange Depreciation Disposals Adjustment As at As at
1 April difference 31 March 1 April difference for the year 31 March 31 March
2021 2022 2021 2022 2022

Own assets
Freehold land 121.51 0.06 7.71 - - 129.28 - - - - - - 129.28
Buildings (a) 757.86 14.07 9.89 0.15 - 781.67 142.40 13.99 26.53 0.11 - 182.81 598.86
Plant and equipment 1,407.05 41.35 119.99 22.63 - 1,545.76 734.38 39.09 156.41 21.93 - 907.95 637.81
Furniture and fixtures 31.68 2.01 0.85 2.13 - 32.41 17.65 1.87 3.09 0.77 - 21.84 10.57
Motor vehicles 3.21 0.30 1.54 0.42 - 4.63 2.46 0.26 0.26 0.37 - 2.61 2.02
Office equipment 45.97 0.21 5.53 0.18 - 51.53 30.68 0.16 4.61 0.16 - 35.29 16.24
Right of use assets
Leasehold land 204.51 0.01 - - - 204.52 10.79 0.09 4.43 - - 15.31 189.21
Motor vehicles 2.05 - - 0.62 - 1.43 1.18 - 0.77 0.58 - 1.37 0.06
Total 2,573.84 58.01 145.51 26.13 - 2,751.23 939.54 55.46 196.10 (b) 23.92 - 1,167.18 1,584.05
Carrying
Gross carrying amount Accumulated depreciation amounts
(net)
Description
As at Exchange Additions Disposals Adjustment As at As at Exchange Depreciation Disposals Adjustment As at As at
2020 2021 2020 2021 2021
Own assets
Freehold land 121.45 0.06 - - - 121.51 - - - - - - 121.51
Buildings (a) 732.02 10.84 16.29 1.29 - 757.86 105.56 11.71 26.34 1.20 - 142.40 615.46
Plant and equipment 1,304.97 34.90 78.31 13.42 2.29 1,407.05 561.57 32.73 153.30 13.22 - 734.38 672.67
Furniture and fixtures 31.40 1.64 0.97 2.33 - 31.68 15.27 1.56 3.06 2.24 - 17.65 14.03
Motor vehicles 2.98 0.23 - - - 3.21 1.88 0.20 0.38 - - 2.46 0.75
Office equipment 39.81 0.16 6.16 0.16 - 45.97 24.15 0.12 6.54 0.13 - 30.68 15.29
Right of use assets
Leasehold land 197.31 (0.55) 9.23 1.48 - 204.51 6.40 0.05 4.39 0.05 - 10.79 193.72
Motor vehicles 1.81 - 0.39 0.15 - 2.05 0.55 - 0.78 0.15 - 1.18 0.87
Total 2,431.75 47.28 111.35 18.83 2.29 2,573.84 715.38 46.37 194.79 (b) 16.99 - 939.54 1,634.30
Capital work-in-progress (Refer note (c) below)

` in Crores
Carrying amount
Opening carrying amount 116.52 39.55
Additions 570.66 104.90
Assets capitalised 151.50 26.34
Adjustment - 1.59
Closing carrying amount 535.68 116.52
Notes:
(a) Buildings include :
(i) Fully paid unquoted shares and bonds in respect of ownership of flats in 1 Co-operative Housing Society (31 March 2021: 1 Co-
operative Housing Society); 10 shares (31 March 2021: 10 shares) of ` 50/- each.
(ii) Net carrying value ` 0.24 (31 March 2021: ` 0.27) constructed on a land leased from the government (UAE) which is renewable each
year in relation to Strategic Food International Co. LLC., Dubai (SFIC).
(iii) Net carrying value ` 8.61 (31 March 2021: ` 9.53) in relation to Al Sallan Food Industries Co. SAOC (ASFI) constructed on a land
leased from the Public Establishment for Industrial Estates (Sohar Industrial Estate) for a period of 30 years from 1 January 2020.
(b) Depreciation and amortisation: 31 March 2022 31 March 2021

Depreciation charge for the year 196.10 194.79
Depreciation charge on investment property for the year [Refer note 5] 0.26 0.26
Amortisation for the year [Refer note 6] 4.18 2.80
Net depreciation charge for the year 200.54 197.85
(c) Refer note 36(ii)(a) and 56(a)
194
` in Crores
Note 5 - Investment property

Opening gross carrying amount 15.77 15.77
Additions during the year - -
Closing gross carrying amount 15.77 15.77
Accumulated depreciation
Opening accumulated depreciation 1.56 1.30
Depreciation charge during the year 0.26 0.26
Closing accumulated depreciation 1.82 1.56
Net carrying amount 13.95 14.21
The fair value of investment property is ` 21.40 (31 March 2021: ` 20.23) and the same has been determined by an external
independent registered property valuer as defined under rule 2 of Companies (registered Valuers and Valuation) Rules, 2017.
The fair value measurement for investment property has been categorised as Level 2 fair value based on the inputs to the
valuation technique used. The valuation techniques used for determining the fair value of the property was based on the
prevailing market price of similar property in the same locality.
Note 6 - Goodwill / Other intangible assets
Carrying
Gross carrying amount Accumulated amortisation amounts
(net)
Description
As at Exchange Additions Disposals As at As at Exchange Amortisation Disposals As at As at
2021 2022 2021 2022 2022
Intangible assets
Own assets
Trademarks 0.03 - - - 0.03 - - - - - 0.03
Designs 0.01 - - - 0.01 - - - - - 0.01
Computer software 30.44 - 11.24 0.04 41.64 21.94 - 4.18 0.04 26.08 15.56
30.48 - 11.24 0.04 41.68 21.94 - 4.18 0.04 26.08 15.60
Goodwill on
135.90 3.71 - - 139.61 - - - - - 139.61
consolidation, net (a)
Total 166.38 3.71 11.24 0.04 181.29 21.94 - 4.18 0.04 26.08 155.21
Carrying
Gross carrying amount Accumulated amortisation amounts
(net)
Description
As at Exchange Additions Disposals As at As at Exchange Amortisation Disposals As at As at
2020 2021 2020 2021 2021
Intangible assets
Own assets
Trademarks 0.03 - - - 0.03 - - - - - 0.03
Designs 0.01 - - - 0.01 - - - - 0.01
Computer software 27.47 - 2.97 - 30.44 19.14 - 2.80 - 21.94 8.50
27.51 - 2.97 - 30.48 19.14 - 2.80 - 21.94 8.54
Goodwill on
138.97 (3.07) - - 135.90 - - - - - 135.90
consolidation, net (a)
Total 166.48 (3.07) 2.97 - 166.38 19.14 - 2.80 - 21.94 144.44
Notes:
(a) Goodwill on consolidation comprises goodwill of ` 140.66 (31 March 2021: ` 136.95) and capital reserve of ` 1.05
(31 March 2021: ` 1.05).
195
` in Crores
(b) Impairment analysis was performed for the goodwill on consolidation. The recoverable amount was determined
using value in use of the cash generating units. The recoverable amount exceeds the carrying value, accordingly no
impairment charges were identified for the year ended 31 March 2022 (31 March 2021: Nil).
Following key assumptions were considered while performing impairment testing:

Weighted Average Cost of Capital % (WACC) 6% - 13%
Perpetual growth rate 1% - 5%
Average sales growth 4% - 6%
Average gross margin 25% - 45%
The projections cover a period of five years, as we believe this to be the most appropriate time scale over which to
review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows.
The growth rates used to estimate future performance are based on the conservative estimates from past performance.

Note 7 - Investment in associates [Refer note 38]
Unquoted
Investment in equity instruments - associates 2.10 2.30
Less: Provision for impairment in value of investments (0.01) (0.01)
2.09 2.29
The following table illustrates the summarised financial information of the Group's investment in associates as at 31 March 2022.
Name of the entity Nalanda Biscuits Sunandaram Foods Total
Company Limited Private Limited
Opening net assets 3.51 4.10 7.61
Add: profit / (loss) for the year 0.55 (1.49) (0.94)
Closing net assets 4.06 2.61 6.67
Group's share of net assets 35.00% 26.00%
Carrying amount of interest in associates 1.42 0.67 2.09
The following table illustrates the summarised financial information of the Group's investment in associates as at 31 March 2021.
Name of the entity Nalanda Biscuits Sunandaram Foods Total
Company Limited Private Limited
Opening net assets 3.09 1.56 4.65
Add: profit / (loss) for the year 0.42 2.54 2.96
Closing net assets 3.51 4.10 7.61
Group's share of net assets 35.00% 26.00%
Carrying amount of interest in associates 1.23 1.06 2.29
196
` in Crores

Note 8 - Non-current investments [Refer note 38]
(i) Investments in mutual funds - 221.12
(ii) Investments with insurance companies 16.01 15.40
(iii) Investments in equity instruments 2.91 0.51
At amortised cost
(i) Investments in debentures / bonds 877.24 1,125.10
(ii) Investments in tax free bonds 14.11 14.11
(iii) Investments in government securities 16.28 9.13
926.55 1,385.37
Total quoted non current investments - -
Total unquoted non current investments 926.55 1,385.37
Aggregate market value of quoted non current investments - -
Aggregate value of unquoted non current investments 926.55 1,385.37
Note 9 - Non-current loans receivable

Unsecured:
Considered good:
100.00 58.00
Note 10 - Other non-current financial assets

Bank deposits with more than 12 months maturity 12.70 30.13
31.80 46.71
Note 11 - Other non-current assets

Unsecured
Considered good:
Capital advances 79.16 81.94
- Advances to statutory authorities 14.09 17.12
Others
- Prepaid rent 0.05 0.09
- Receivable from others 5.88 6.83
Considered doubtful:
Advances to others 8.93 8.93
Less: Loss allowance (8.93) (8.93)
99.18 105.98
197
` in Crores

Note 12 - Inventories *
Raw materials / Packing materials 944.61 758.16
Work-in-progress 0.53 0.04
Finished goods 264.61 222.48
Goods-in-transit (Finished goods) 21.04 5.67
Stock-in-trade 78.21 60.94
Stores and spare parts 58.49 44.20
1,367.49 1,091.49
* Refer note 3(g) for method of valuation for inventories.
The write down of inventories to net realisable value amounted to ` 0.50 (31 March 2021: ` 0.18). The write down is
included in Cost of materials consumed or Changes in inventories of finished goods, work-in-progress and stock-in-trade.
Note 13 - Current investments

(i) Investments in mutual funds 622.57 1,304.26
At amortised cost [Refer note 38(iii) and (iv)]
(i) Investments in debentures / bonds 210.50 86.80
(ii) Investments in government securities 0.66 2.19
833.73 1,393.25
Total quoted current investments - -
Total unquoted current investments 833.73 1,393.25
Aggregate market value of quoted current investments - -
Aggregate value of unquoted current investments 833.73 1,393.25
Note 14 - Trade receivables

Unsecured
Considered good: 335.10 259.98
Less: Loss allowance 3.17 2.71
331.93 257.27
[Refer note 50 and 56 (b)]
Note 15 - Cash and bank balances

Cash and cash equivalents:
- Cash on hand 0.17 0.14
- Cheques on hand 0.64 0.64
- Current accounts 117.18 141.96
117.99 142.74
Other bank balances:
Unpaid Dividend accounts # 37.43 29.32
Unclaimed debenture interest # 1.66 0.86
Deposit accounts* 27.82 38.42
66.91 68.60
# Refer Note 51
* Includes against guarantees.
198
` in Crores

Note 16 - Current loans receivable
Unsecured
Considered good:
698.00 941.50
Note 17 - Other current financial assets

Incentives recoverable* 342.36 298.72
428.03 402.82
*Incentives recoverable in accordance with the State Industrial Policy of certain States.
Note 18 - Other current assets

Unsecured
considered good:
- Advance for supply of goods 14.62 3.44
- Advances to contract packers 15.91 14.51
- Employee benefits - gratuity, net [Refer note 45(b)] 3.38 4.54
Others
- Prepayments 29.18 22.16
- Balance with Government authorities 37.84 32.37
- Other advances 25.41 44.77
Considered doubtful
Advances other than capital advances 2.90 2.90
Less: Allowance for doubtful advances (2.90) (2.90)
126.34 121.79
Note 19 - Income-tax
(a) Amounts recognised in Statement of Profit and Loss
Current tax 612.24 657.12
Deferred tax
Attributable to origination and reversal of temporary differences (49.89) 5.90
Tax expense for the year 562.35 663.02
199
` in Crores
(b) Amounts recognised in other comprehensive income

31 March 2022 31 March 2021
Before tax Tax Net of tax Before tax Tax Net of tax
For the year ended
(expense) (expense)
benefit benefit
Items that will not be reclassified subsequently
to Statement of Profit and Loss
Remeasurements of the defined benefit plans 0.17 (0.05) 0.12 3.50 (0.92) 2.58
0.17 (0.05) 0.12 3.50 (0.92) 2.58
(c) Reconciliation of effective tax rate
Profit before tax and before share of profits / (loss) of associates but 2,078.53 2,512.80
after exceptional items
Tax using the Company’s domestic tax rate (31 March 2022: 25.17% and 25.17% 523.12 25.17% 632.42
31 March 2021: 25.17%)
Income exempt from tax or taxed at concessional rates -0.30% (6.22) -0.80% (16.61)
Expenses not deductible for tax purposes 0.48% 10.04 0.39% 8.16
Additional income tax deductions -0.02% (0.38) -0.03% (0.57)
Adjustments recognised in relation to tax of prior years 1.19% 24.65 0.74% 15.30
Difference in tax rates of subsidiaries -0.10% (2.06) 0.97% 20.07
Others 0.64% 13.20 0.20% 4.25
27.06% 562.35 26.64% 663.02
(d) Recognised deferred tax assets and liabilities
Deferred tax assets and liabilities are attributable to the following:
Deferred tax assets Deferred tax liabilities Deferred tax
(liabilities) / asset, net
Particulars As at As at As at
31 March 31 March 31 March 31 March 31 March 31 March
2022 2021 2022 2021 2022 2021
Property, plant and equipment - - 43.04 47.02 (43.04) (47.02)
Investment at fair value through - - 7.77 9.74 (7.77) (9.74)
profit and loss
Employee benefits, net 4.51 4.27 - - 4.51 4.27
Statutory dues / Provisions 91.28 48.22 - - 91.28 48.22
Other items 4.96 3.91 - - 4.96 3.91
Minimum alternative tax credit 0.92 1.33 - - 0.92 1.33
101.67 57.73 50.81 56.76 50.86 0.97
Deferred tax assets is recognized to the extent that it is probable that future taxable profits will be available against which
the deductible temporary differences and carried forward tax losses can be utilised. Due to lack of convincing evidence in
few subsidaires, the Group has not recorded deferred tax asset on deductible temporary differences of business losses and
unabsorbed depreciation of ` 107.11 (31 March 2021: 85.46). The business losses will expire over 3 - 8 years.
200
` in Crores
(e) Movement in temporary differences

Particulars 1 April 2021 statement of in OCI directly in 31 March 2022
profit and loss equity
Investment at fair value through (9.74) 1.97 - - - (7.77)
profit and loss
Employee benefits, net 4.27 0.29 (0.05) - - 4.51
Statutory dues / Provisions 48.22 43.06 - - - 91.28
Other items 3.91 1.05 - - - 4.96
Minimum alternative tax credit 1.33 (0.41) - - - 0.92
0.97 49.94 (0.05) - - 50.86

Particulars 1 April 2020 statement of in OCI directly in 31 March 2021
profit and loss equity
Investment at fair value through (12.85) 3.11 - - - (9.74)
profit and loss
Employee benefits, net 4.33 0.86 (0.92) - - 4.27
Statutory dues / Provisions 47.06 1.16 - - - 48.22
Other items 15.08 (11.17) - - - 3.91
Minimum alternative tax credit 1.50 (0.17) - - - 1.33
6.87 (4.98) (0.92) - - 0.97
The following table provides the details of income tax assets and income tax liabilities as of 31 March 2022 and 31 March 2021.
Income-tax assets (net) 44.93 71.84
Current tax liabilities (net) 74.55 76.08
Net current income-tax liability at the end (29.62) (4.24)
The gross movement in the current income tax asset / (liability) for the year ended 31 March 2022 and 31 March 2021 is
as follows.
Net current income tax (liability)/asset at the beginning (4.24) 20.99
Income-tax paid (Net of refunds) 586.91 632.81
Current income-tax expense (612.24) (657.12)
Income-tax on other comprehensive income and others (0.05) (0.92)
Net current income-tax liability at the end (29.62) (4.24)
201
` in Crores
Note 20 - Share capital

Authorised
Equity shares 50.00 50.00
shares of ` 1/- each)]
Issued, subscribed and paid up
Equity shares fully paid 24.09 24.09
shares of ` 1/- each)]*
* Of the total fully paid up equity shares: 121,732,190 equity shares of ` 1/-
each (31 March 2021: 121,732,190 equity shares of ` 1/- each) are held by the
subsidiaries of The Bombay Burmah Trading Corporation Limited, the ultimate
holding company [Refer note (a) below]
Rights, preferences and restrictions attached to the equity shares:
- The Company has only one class of shares referred to as equity shares
having a par value of ` 1/- per share. Each holder of equity shares is entitled
to one vote per share.
- The Company declares and pays dividends in Indian rupees. The final
dividend proposed by the Board of Directors is subject to the approval of
the shareholders in the ensuing Annual General Meeting.
- In the event of liquidation of the Company, the holders of equity shares
will be entitled to receive any of the remaining assets of the Company,
after distribution of all preferential amounts. The distribution will be in
proportion to the number of equity shares held by the shareholders.
Details of shareholders holding more than 5% of total number of shares, including
amount [Refer note (b) below]
Reconciliation of the number of shares outstanding at the beginning and at the end of
the reporting year [Refer note (c) below]
The number of options that can be granted under the Britannia Employee Stock Option
Scheme, was increased from 875,000 to 1,775,000 before sub-division and to 3,550,000
after sub-division in the year 2019. Out of this, 2,550,000 options (of ` 1 each)
have been granted and 1,966,666 options (of ` 1 each) were exercised till 31 March
2021. 83,334 shares of ` 1 each were allotted on 12 June 2020 at an exercise price of
` 1,766.65/-, 90,000 shares of ` 1 each were allotted on 7 July 2020 at an exercise price
of ` 2,732.05/-, 84,000 shares of ` 1 each were allotted on 28 July 2020 at an exercise
price of ` 2,732.05/-, 26,000 shares of ` 1 each were allotted on 2 November 2020 at
an exercise price of ` 2,732.05/- and 116,666 shares of ` 1 each were allotted on 2
November 2020 at an exercise price of ` 2,896.05/- respectively.
During the current year, the Board of Directors and the Shareholders at their meeting
held on 30 July 2021 and 6 September 2021 respectively, approved the termination
of Britannia Industries Limited Employee Stock Option Scheme (ESOS Scheme) and
replaced it with Britannia Industries Limited Phantom Option Scheme 2021 (BIL POS
2021) - a cash settled share based payment scheme. Consequently, 5,83,334 Stock
Options granted under ESOS Scheme that were either Vested but not exercised or were
Unvested have been replaced with Phantom Options on similar terms and conditions.
Refer note 57
24.09 24.09
202
` in Crores
Notes:
(a) Shares in respect of equity in the Company held by its holding or ultimate holding company, including shares held
by subsidiaries or associates of the holding company or the ultimate holding company in aggregate:
31 March 2022 31 March 2021
As at Number of Amount Number of Amount
shares shares
Holding company
Associated Biscuits International Limited (ABIL), UK 107,809,000 10.78 107,809,000 10.78
Subsidiaries of Holding company
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 0.28 2,783,110 0.28
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Nacupa Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Spargo Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
Valletort Enterprises Pte Limited, Singapore 2,785,020 0.28 2,785,020 0.28
121,732,190 12.18 121,732,190 12.18
(b) Details of shareholders’ holding more than 5% of total number of shares:

31 March 2022 31 March 2021
As at Number of % holding Number of %
shares shares holding
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% 107,809,000 44.76%
(c) Reconciliation of the number of equity shares outstanding at the beginning and at the end of the reporting year:
31 March 2022 31 March 2021
As at Number of Amount Number of Amount
shares shares
Opening balance at the beginning of the reporting year 240,868,296 24.09 240,468,296 24.05
Shares issued under the Employee Stock Option Scheme - - 400,000 0.04
Closing balance at the end of the reporting year 240,868,296 24.09 240,868,296 24.09
(d) Details of shareholding of Promoters:

31 March 2022
Number of % of total %
As at shares shares change
during
the year
Nusli Neville Wadia 4,500 0.00% -
Ness Nusli Wadia 16,202 0.01% -
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% -
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 1.16% -
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Nacupa Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Spargo Enterprises Pte Limited, Singapore 2,785,020 1.16% -
Valletort Enterprises Pte Limited, Singapore 2,785,020 1.16% -
121,752,892 50.55% -
203
` in Crores
31 March 2021
Number of % of total %
As at shares shares change
during
the year
Nusli Neville Wadia 4,500 0.00% 0.00%
Ness Nusli Wadia 16,202 0.01% 0.00%
Associated Biscuits International Limited (ABIL), UK 107,809,000 44.76% -0.07%
Bannatyne Enterprises Pte Limited, Singapore 2,783,110 1.16% 0.00%
Dowbiggin Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Nacupa Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Spargo Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
Valletort Enterprises Pte Limited, Singapore 2,785,020 1.16% 0.00%
121,752,892 50.55% -0.08%
(e) Share based payments / Phantom Option Scheme
During the financial year 2008-09, the Company introduced Britannia Industries Limited Employee Stock Option
Scheme (‘the Scheme’). As per the Scheme, the Remuneration / Compensation Committee grants options to the
employees and Executive Directors of the Company. The vesting period of the option is one to three years from the
date of grant. Options granted under the Scheme can be exercised within a period of three years from the date of
vesting.
Under the Scheme, the Company granted 15,000 options on 29 October 2008 at an exercise price of ` 1,125.30/-;
15,000 options on 27 May 2009 at an exercise price of ` 1,698.15/-; 20,000 options on 27 May 2010 at an exercise
price of ` 1,668.55/-; 125,000 options on 27 May 2011 at an exercise price of ` 391.75/-; 100,000 options on 28 May
2012 at an exercise price of ` 528.75/-; 50,000 options on 26 May 2014 at an exercise price of ` 870.35/-, 75,000
options on 21 May 2015 at an exercise price of ` 2,332.05/-, 100,000 options on 30 June 2016 at an exercise price of
` 2,771.40/-, 125,000 options on 25 May 2017 at an exercise price of ` 3,533.30/- and 150,000 options on 15 May
2018 at an exercise price of ` 5,464.10/-, 350,000 options on 1 May 2019 at an exercise price of ` 2,896.05/- and
250,000 options on 2 June 2020 at an exercise price of ` 3,434.85/- to the Managing Director of the Company. Each
option represents one equity share of ` 10/- each (for options granted between the years 2008 to 2010) and one
equity share of ` 2/- each (for options granted between the years 2011 to 2018) and one equity share of ` 1/- each (for
options granted after the year 2018). The said price was determined in accordance with the pricing formula approved
by the shareholders i.e. the latest available closing price, prior to the date of the meeting of the Board of Directors
or Remuneration / Compensation Committee in which options were granted, on the stock exchange having higher
trading volume. Exercise prices as stated above were adjusted downwards by ` 170/- per share for options granted
on 29 October 2008 and 27 May 2009, being the face value of bonus debentures issued pursuant to the Scheme of
Arrangement approved by the Honourable Calcutta High Court on 11 February 2010. The number of options have
been appropriately adjusted, consequent upon the sub-division of the equity shares.
204
` in Crores
Movement in the options under the scheme: 31 March 2022 31 March 2021
Options outstanding at the beginning of the year (of ` 1 each) 583,334 733,334
Options granted during the year (of ` 1 each) - 250,000
Options vested during the year (of ` 1 each) - 300,000
Options exercised during the year (of ` 1 each) - 400,000
Shares allotted against options exercised during the year (of ` 1 each) - 400,000
Options lapsed during the year (of ` 1 each) - -
Options transferred to Britannia Industries Limited Phantom Option Scheme 583,334 -
2021 (of ` 1 each)
Options outstanding at the end of the year (of ` 1 each) - 583,334
Options exercisable at the end of the year (of ` 1 each) - -
Weighted average price per option outstanding at the end of the year (of ` 1 each) - 3,098.85
During the current year, the Board of Directors and the Shareholders at their meeting held on 30 July 2021 and 6
September 2021 respectively, approved the termination of Britannia Industries Limited Employee Stock Option Scheme
(ESOS Scheme) and replaced it with Britannia Industries Limited Phantom Option Scheme 2021 (BIL POS 2021) - a
cash settled share based payment scheme. Consequently, 5,83,334 Stock Options granted under ESOS Scheme that
were either Vested but not exercised or were Unvested have been replaced with Phantom Options on similar terms and
conditions.
(f) In the Annual General Meeting held on 9 August 2010, the shareholders of the Company approved the sub-division
of equity shares, where in each equity share with a face value of ` 10 was subdivided into 5 equity shares with a face
value of ` 2 each. The effective date for the sub-division was 10 September 2010. Further, the Board of Directors at
their meeting held on 23 August 2018 approved the sub-division of each equity share of face value of ` 2 fully paid up
into 2 equity shares of face value of ` 1 each fully paid. The same was approved by the members on 15 October 2018
through postal ballot and e-voting. The effective date for the sub-division was 30 November 2018.
Note 21 - Other equity
Reserves and Surplus Other Foreign Total
Share Debenture Capital items of currency
Particulars options redemption redemption Capital General Securities Retained OCI translation
outstanding reserve reserve reserve reserve premium earnings reserve
account
Balance as at 1 April 2020 34.41 180.24 3.96 0.63 871.80 116.62 3,162.77 (9.04) 17.39 4,378.78
Additions:
Share based payment expense 18.94 - - - - - - - - 18.94
Transfer from Share options - - - - - 25.25 - - - 25.25
outstanding account
Foreign currency translation - - - - - - - - (4.08) (4.08)
adjustment
On issue of equity shares - - - - - 103.11 - - - 103.11
Remeasurement of the net - - - - - - - 2.58 - 2.58
defined benefit (liability)/asset,
net of tax effect
Net profit after tax transferred - - - - - - 1,863.90 - - 1,863.90
from the statement of profit and
loss
53.35 180.24 3.96 0.63 871.80 244.98 5,026.67 (6.46) 13.31 6,388.48
205
` in Crores
Reserves and Surplus Other Foreign Total
Particulars options redemption redemption Capital General Securities Retained OCI translation
account
Deductions:
Transfer to securities premium 25.25 - - - - - - - - 25.25
Dividends - - - - - - 2,839.66 - - 2,839.66
Balance as at 31 March 2021 28.10 180.24 3.96 0.63 871.80 244.98 2,187.01 (6.46) 13.31 3,523.57
Particulars Reserves and Surplus Other Foreign Total

options redemption redemption Capital General Securities Retained OCI translation
account
Balance as at 1 April 2021 28.10 180.24 3.96 0.63 871.80 244.98 2,187.01 (6.46) 13.31 3,523.57
Additions:
Share based payment expense 4.78 - - - - - - - - 4.78
Foreign currency translation - - - - - - - - 6.17 6.17
adjustment
Transfer from general reserve - - - - - 173.28 - - 173.28
Transfer from Share options - - - - - 0.42 - - 0.42
outstanding account
Remeasurement of the net - - - - - - - 0.12 - 0.12
defined benefit (liability)/asset,
net of tax effect
Net profit after tax transferred - - - - - - 1,524.82 - - 1,524.82
from the statement of profit and
loss
32.88 180.24 3.96 0.63 871.80 244.98 3,885.53 (6.34) 19.48 5,233.16
Deductions:
Transfer to retained earnings 0.42 - - - 173.28 - - - - 173.70
[Refer note 52]
Dividends - - - - - - 1,794.47 - - 1,794.47
Issue of bonus debentures [Refer - - - - 698.52 - - - - 698.52
note 52]
Transfer to liabilities - Phantom 32.46 - - - - - - - - 32.46
Option Scheme
Balance as at 31 March 2022 - 180.24 3.96 0.63 - 244.98 2,091.06 (6.34) 19.48 2,534.01
Nature and purpose of other reserves

Share options outstanding account
The share options outstanding account is used to recognise the grant date fair value of options issued under Britannia
Industries Limited Employee Stock Option Scheme.
Securities premium reserve
Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the
provisions of the Act.
Capital redemption reserve
The Company had purchased its own shares and as per the provisions of the applicable laws, a sum equal to the nominal
value of the shares so purchased was required to be transferred to the capital redemption reserve.
206
` in Crores
Capital reserve
Capital reserve represents subsidy received for industrial undertaking under Central Capital Investment Subsidy Scheme,
2003.
Debenture redemption reserve
The Company has issued bonus debentures and as per the provisions of the applicable laws, a sum equal to 25% of the issue
size of bonus debentures was required to be transferred to debenture redemption reserve.
General reserve
General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes.
General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income.
Foreign currency translation reserve
Exchange differences relating to the translation of the results and net assets of the Group’s foreign operations from their
functional currencies to the Group presentation currency (i.e. `) are recognised directly in the other comprehensive income
and accumulated in foreign currency translation reserve. Exchange difference previously accumulated in the foreign currency
translation reserve are reclassified to Consolidated Statement of Profit and Loss on the disposal of the foreign operations.
Retained earnings
Retained earnings are the accumulated profits earned by the Company till date, less transfer to general reserves, if any,
dividend and other distributions made to the shareholders.
Dividends
The following dividends were declared and paid during the year:

` 74.50 per equity share of face value of ` 1 each (31 March 2021: ` 118 per equity 1,794.47 2,839.66
share of face value of ` 1 each) to equity shareholders
After the reporting date, final dividend of ` 56.50 per equity share of face value of ` 1 each was proposed by the Board of
directors subject to approval at the Annual General Meeting. The proposed dividend has not been recognised as liability.
Note 22 - Borrowings
Non- current
Secured
Term loans from banks (Refer note (a) below) 8.47 26.20
Nil (31 March 2021: 240,318,294) 8.00% Redeemable Non-convertible Bonus - 720.95
Debentures of face value of ` 30 each, fully paid up
Redeemable in full at the end of 3 years from 28 August 2019 (being the date of
allotment)]
Unsecured
[Redeemable in full at the end of 3 years from 2 June 2021 being the date of allotment]
706.99 747.15
207
` in Crores
Notes:
(a) Term loan includes:
(i) ` 5.63 (31 March 2021: ` 9.63) taken from HSBC Bank by one of the subsidiaries, repayable in 24 equal quarterly
installments starting from 27 April 2017/24 April 2019. The rate of interest is one year MCLR/Six months T-Bill
plus markup as applicable. The outstanding term loan is secured by an exclusive charge on existing and future
moveable assets, current assets and negative lien on immovable property, plant and equipment of the subsidiary.
Out of the above loan, ` 4.00 (31 March 2021: ` 4.00) is repayable within 1 year and classified under “Current
Borrowings” and balance of ` 1.63 (31 March 2021: ` 5.63) has been classified under “ Non Current Borrowings”.
` 20.57 (31 March 2021: ` 34.30) taken from Standard Chartered Bank by few subsidiaries, repayable in 24 equal
(ii)
quarterly installments starting from 28 December 2017. The rate of interest is 6% p.a. The outstanding term loan
is secured by an exclusive charge on property, plant and equipment of the subsidiaries.
Out of the above loan, ` 13.73 (31 March 2021: ` 13.73) is repayable within 1 year and classified under “Current
Borrowings” and balance of ` 6.84 (31 March 2021: ` 20.57) has been classified under “Non Current Borrowings”.
Current
Secured
Current maturities of long term debt 720.95 -
240,318,294 (31 March 2021: Nil) 8.00% Redeemable Non-convertible Bonus
[Secured by way of charge on current assets (Inventories and Trade receivables).
Unsecured
From banks (Refer note (i) below) 60.63 58.51
Commercial paper (Refer note (ii) below) - 974.41
Working capital loan (Refer note (iii) below) 750.00 100.00
Bank Overdraft (Refer note (iv) below) 8.67 1.29
Current maturities of long term debt 17.73 17.73
Liability under reverse factoring arrangement (Refer note (v) below) 200.57 205.21
1,758.55 1,357.15
Note:
(i) Represents loan availed by one of the subsidiaries to support working capital requirement of its step down subsidiaries.
The loan is secured by an irrevocable and unconditional corporate guarantee from Britannia Industries Limited. The
loan was refinanced on 15 March 2022 for a period of 3 months at an Interest rate of 3 months SOFR + markup as
applicable.
(ii) Carrying interest at Nil (31 March 2021 :3.90% - 4.19% p.a.)
(iii) Carrying interest at T-Bill +Mark up (31 March 2021: T-Bill +Mark up) and repayable between April 2022 and June
2022.
(iv) Carrying interest at T-Bill +Mark up (31 March 2021: T-Bill +Mark up) and repayable on demand.
(v) Represents dues towards a financial institution relating to bill discounting transactions. The discounting rate for these
transactions is the prevailing 3 month T-Bill rate + markup as applicable.
208
` in Crores
Note 23 - Lease liabilities
Non- current
Secured
Lease obligations [Refer note (a) below] 0.03 0.60
Unsecured
Lease obligations 13.73 14.57
13.76 15.17
Current
Secured
Current maturities of lease obligations [Refer note (a) below] 0.57 0.77
Unsecured
Current maturities of lease obligations 1.33 1.27
1.90 2.04
(a) Rate of interest for lease obligations range from 16.60% to 20.20% per annum. Number of repayment installments
(quarterly) for lease obligations range from 3 to 7. Period of maturity for the lease obligations range from 6 months
to 17 months. [Refer note 37 (b)]
Note 24 - Non-current other financial liabilities
Deposits from customers 41.13 38.07
52.64 44.87
Note 25 - Trade payables

Total outstanding dues of micro enterprises and small enterprises [Refer note below] 62.76 26.40
Total outstanding dues of creditors other than micro enterprises and small enterprises* 1,222.46 1,286.79
1,285.22 1,313.19
Note:
There are no material dues owed by the Group to Micro and Small enterprises, which are outstanding for more than 45 days
during the year and as at 31 March 2022. This information as required under the Micro, Small and Medium Enterprises
Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information
available with the Group and has been relied upon by the auditors.
209
` in Crores
The principal amount and the interest due thereon remaining unpaid to any supplier
as at the end of the year:
- Principal 62.76 26.40
- Interest - -
The amount of interest paid by the Group in terms of Section 16 of the MSMED Act, - -
2006 along with the amount of the payment made to the supplier beyond the appointed
date during the year.
The amount of interest due and payable for the period of delay in making payment - -
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year. - -
The amount of further interest remaining due and payable even in the succeeding - -
years, until such date when the interest dues as above are actually paid to the small
enterprise for the purposes of disallowance as a deductible expenditure under the
MSMED Act, 2006
*Includes dues to related party (Refer note 44)
The Group’s exposure to currency and liquidity risks related to trade payables is disclosed in note 50.
[Refer note 56 (c)]
Note 26 - Other current financial liabilities

Unpaid dividend * 37.43 29.32
Unclaimed debenture interest * 1.66 0.86
Creditors for capital goods 64.42 41.47
Other payables 177.45 158.05
423.69 332.43
* Investor Education and Protection Fund shall be credited when due.
[Refer note 51]
Note 27 - Other current liabilities

Advance from customers 41.43 54.71
Statutory liabilities (TDS, PF, GST etc.) 80.50 82.32
Deferred revenue * 4.78 3.51
126.71 140.54
* Relates to loyalty credit points granted to the customers as part of sales transactions and has been estimated with reference
to the relative standalone selling price of the products for which they could be redeemed. Closing balance represents the
estimated liability towards unredeemed points.
210
` in Crores

Deferred during the year 12.52 8.46
Released to the Statement of profit and loss 11.25 9.21
Closing balance 4.78 3.51
Note 28 - Provisions
Provision for compensated absences 39.15 35.74
Employee benefits - gratuity, net [Refer note 45(b)] 10.06 9.07
Others:
Excise duty and service tax related issues (a) 7.84 7.61
Sales tax and other issues (a) 145.17 135.97
Trade and other issues (a) 282.89 199.08
485.11 387.47
(a) Refer note 40

Note 29 - Revenue from operations
Sale of goods 13,945.94 12,882.29
Customer loyalty programme [Refer note 27] (1.27) 0.75
Total (a) [Refer note 53] 13,944.67 12,883.04
Other operating revenues

Royalty income 0.63 1.68
Scrap sales 42.51 35.42
Other receipts [Refer note below] 148.45 216.00
Total (b) 191.59 253.10
Total revenue from operations (a+b) 14,136.26 13,136.14
Note: Includes incentives recognised in accordance with the State Industrial Policy of
certain States.
Note 30 - Other income
Interest income from financial assets carried at amortised cost 184.60 234.66
Net gain on financial asset measured at fair value through profit and loss* 28.91 65.47
Profit on sale of property, plant and equipment 0.95 0.33
Foreign exchange gain, net 3.31 2.05
Other receipts 5.06 10.36
222.83 312.87
*Includes realised gain on sale of investments of ` 34.10 (31 March 2021: ` 79.73)
211
` in Crores
Note 31 (a) - Cost of materials consumed
Inventory of materials at the beginning of the year 758.16 446.12
Add: Purchases 7,660.42 6,814.37
Less: Inventory of materials at the end of the year 944.61 758.16
7,473.97 6,502.33
Note 31 (b) - Purchase of stock-in-trade

Biscuits and high protein food 634.83 487.28
Bread, bread toast and rusk 144.44 144.23
Cake 261.89 239.62
Others 320.43 289.76
1,361.59 1,160.89
Note 32 - Changes in inventories of finished goods, work-in-progress and stock-in-trade

Opening inventory:
-Finished goods 228.15 206.84
-Stock-in-trade 60.94 44.22
-Work-in-progress 0.04 0.95
Closing inventory:
-Finished goods 285.65 228.15
-Stock-in-trade 78.21 60.94
-Work-in-progress 0.53 0.04
(Increase) / Decrease in inventory (75.26) (37.12)
Note 33 - Employee benefits expense
Salaries, wages and bonus 464.11 448.99
Contribution to provident and other funds [Refer note 45] 27.59 25.73
Stock Option/Phantom Option Scheme expenses* 15.22 18.94
Staff welfare expenses 35.34 33.72
542.26 527.38
*Includes Stock Option and Phantom Option scheme expenses of ` 4.78 (31 March 2021: ` 18.94) and ` 10.44 (31 March
2021: Nil) respectively.
Note 34 - Finance costs
Interest on lease liabilities 0.65 1.04
Interest on borrowings 141.06 105.27
Others 2.58 4.59
144.29 110.90
212
` in Crores
Note 35 - Other expenses
Consumption of stores and spares 39.99 38.08
Power and fuel 217.68 182.29
Rent [Refer note 37 (a)] 39.79 36.83
Repairs and maintenance:
- Plant and equipment (a) 39.10 29.22
- Buildings (a) 4.97 4.09
- Others 32.67 31.69
Insurance 9.18 8.94
Rates and taxes, net 6.71 9.14
Carriage, freight and distribution 712.64 655.81
Auditors' remuneration (b):
- Audit fees 1.45 1.45
- Certification fees 0.14 0.16
- Expenses reimbursed 0.07 0.03
Corporate social responsibility [Refer note 43] 40.02 33.40
Advertising and sales promotion 417.34 451.46
Conversion charges 635.56 569.13
Loss allowances under expected credit loss model 0.46 0.53
Miscellaneous 434.42 421.12
2,632.19 2,473.37
(a) Includes stores and spares consumed 11.82 8.28

(b) Excluding applicable taxes
Note 36 Contingent liabilities and commitments:
(i) Contingent liabilities:
(a) Claims / demands against the Group not acknowledged as debts including excise duty, income tax,
sales tax and trade and other demands of ` 89.58 (31 March 2021: ` 93.89).
(b) Bank guarantee and letter of credit for ` 64.00 (31 March 2021: ` 84.62).
Notes:
(i) Contingent liabilities disclosed above represent possible obligations where possibility of cash outflow
to settle the obligations is not remote.
(ii) The above does not include non-quantifiable industrial disputes and other legal disputes pending
before various judicial authorities [Also refer note 40 and 51].
(iii) The Supreme court of India in the month of February 2019 had passed a judgement relating to
definition of wages under the Provident Fund Act, 1952. Considering that there are numerous
interpretative issues relating to this judgement and in the absence of reliable measurement of the
provision for the earlier periods, the Company had made a suitable provision for provident fund
contribution during the Financial Year 2018-19. The Company will evaluate its position and update
its provision, if required, on receiving further clarity on the subject. The Company does not expect
any material impact of the same.
(ii)
Commitments:
(a) Estimated amount of contracts remaining to be executed on capital account and not provided for
` 471.63 (31 March 2021: ` 405.82).
213
` in Crores
Note 37 (a) Short term leases

(i) The Group has certain operating leases for office facilities and residential premises (short term
leases). Such leases are generally with the option of renewal against increased rent and premature
termination of agreement on mutual consent of both the parties. Rental expenses of ` 11.71 (31
March 2021: ` 10.59) in respect of obligation under operating leases have been recognised in the
(ii) The Group has certain cancellable arrangements with contract packers (short term leases) identified
to be in the nature of lease and have been classified as operating lease arrangements. Rental expenses
of ` 28.08 (31 March 2021: ` 26.24) in respect of obligation under operating leases have been
recognised in the Statement of Profit and Loss.
(b)
Lease liabilities
(i) The Group has taken motor vehicles under lease. Also the Group has taken certain land on lease
for factory and office premises purposes and liability towards these leases are classified as lease
liabilities. The total minimum lease payments and present value of minimum lease payments are as
follows:
As at
31 March 2022 31 March 2021
Minimum Present Minimum Present
lease value of lease value of
payments minimum payments minimum
lease lease
payments payments
Not later than 1 year 2.41 1.90 2.64 2.04
Later than 1 year and not later than 5 years 4.18 2.03 5.86 3.70
Later than 5 years 17.18 11.73 17.13 11.47
23.77 15.66 25.64 17.21
The difference between minimum lease payments and the present value of minimum lease payments
of ` 8.11 (31 March 2021: ` 8.43) represents interest not due. The lease liability relating to motor
vehicles is secured by the relevant vehicles acquired under lease.
Note 38 (i) Details of non-current investments (other than mutual funds) purchased, redeemed and sold during the year:
Face As at Purchased Share of As at

value 1 April during the Profit / (loss) 31 March
per unit 2021 year during the 2022
year
Trade Investment - Unquoted
(fully paid)
Associates
Nalanda Biscuits Company Limited ` 10 1.23 - 0.19 1.42
Sunandaram Foods Private Limited ` 10 1.06 - (0.39) 0.67
2.29 - (0.20) 2.09
214
` in Crores
As at Purchased Reclassed/ As at
1 April during Sold/ 31 March
2021 the year Redeemed 2022
during the
year
Non-trade Investment - Unquoted
(a) Investments with insurance companies* 15.40 0.61 - 16.01
(b) Investments in debentures / bonds 1,125.10 13.14 261.00 877.24
(d) Investments in government securities 9.13 7.81 0.66 16.28
Unquoted equity shares
(i) Investments in equity instruments 0.51 2.40 - 2.91
1,164.25 23.96 261.66 926.55
* The movement is on account of fair valuation through the statement of profit and loss.
(ii) Details of non-current investments (other than mutual funds) purchased, redeemed and sold during the
previous year:
Face As at Purchased Share of As at

value 1 April during the Profit / (loss) 31 March
per unit 2020 year during the 2021
year
Trade Investment - Unquoted
(fully paid)
Associates
Nalanda Biscuits Company Limited ` 10 1.08 - 0.15 1.23
Sunandaram Foods Private Limited ` 10 0.40 - 0.66 1.06
1.48 - 0.81 2.29
As at Purchased Reclassed/ As at
1 April during the Sold/ 31 March
2020 year Redeemed 2021
during the
year
Non-trade Investment - Unquoted
(a) Investments with insurance companies* 14.61 0.79 - 15.40
(b) Investments in debentures / bonds 1,338.89 148.00 361.79 1,125.10
(d) Investments in government securities 11.32 - 2.19 9.13
Unquoted equity shares
(i) Investments in equity instruments 0.17 0.34 - 0.51
1,379.10 149.13 363.98 1,164.25
* The movement is on account of fair valuation through the statement of profit and loss.
215
` in Crores
(iii) Details of Current investments (other than mutual funds) purchased, reclassed and sold during the
current year:
As at Purchase/ Sold/ As at
1 April Reclassed Redeemed 31 March
2021 during the during the 2022
year year
(a) Investments in debentures / bonds 86.80 210.50 86.80 210.50
(b) Investments in government securities 2.19 0.66 2.19 0.66
88.99 211.16 88.99 211.16
(iv) Details of Current investments (other than mutual funds) purchased, reclassed and sold during the
previous year:
As at Purchase/ Sold/ As at
1 April Reclassed Redeemed 31 March
2020 during the during the 2021
year year
(a) Investments in debentures / bonds 100.93 86.80 100.93 86.80
(b) Investments in government securities 0.97 2.19 0.97 2.19
101.90 88.99 101.90 88.99
216
217
` in Crores
Note 39 (a) Details of loans during the year:

Nature of Secured/ Rate of Term As at Given Repayment As at
Name of borrower relationship unsecured Interest 1 April during the during the 31 March
2021 year year 2022
Purbasha Properties Private Limited* Others Unsecured 10% 10 years 0.09 - 0.09 -
0.09 - 0.09 -
Details of loans during the previous year:
Nature of Secured/ Rate of Term As at Given Repayment As at
2020 year year 2021
Purbasha Properties Private Limited* Others Unsecured 10% 10 years 0.09 - - 0.09
0.09 - - 0.09
*The loan was given for project expansion.
(b) Details of inter corporate deposits during the year

As at 31 March
Nature of Secured/ Rate of Term As at Placed Refunded As at
2021 year year 2022
Bajaj Finance Limited Others Unsecured 7.45% 1 year 113.50 - 113.50 -
Bombay Dyeing & Manufacturing Co. Ltd. Related Unsecured 10.00% 1 to 2 290.00 350.00 290.00 350.00
Party years
The Bombay Burmah Trading Corporation Related Unsecured 8.75% 1 year 500.00 390.00 500.00 390.00
Limited Party
LIC Housing Finance Limited Others Unsecured 6.00- 1 year 96.00 - 38.00 58.00
7.55%
999.50 740.00 941.50 798.00
` in Crores
Details of inter corporate deposits during the previous year
As at 31 March
Nature of Secured/ Rate of Term As at Placed Refunded As at
2020 year year 2021
Bajaj Finance Limited Others Unsecured 7.45% 1 year 394.41 59.50 340.41 113.50
Bombay Dyeing & Manufacturing Co. Ltd. Related Unsecured 10.00% 1 year 350.00 290.00 350.00 290.00
Party
The Bombay Burmah Trading Corporation Related Unsecured 8.75% 1 year - 700.00 200.00 500.00
Limited Party
HDFC Limited Others Unsecured 6.80- 1 year 125.00 25.00 150.00 -
7.20%
Go Airlines (India) Limited Related Unsecured 10.00% 1 year 250.00 70.00 320.00 -
Party
LIC Housing Finance Limited Others Unsecured 7.50- 1 to 2 114.00 58.00 76.00 96.00
7.85% years
Macrofil Investments Limited Others Unsecured 10.00% 1 year 30.00 - 30.00 -
Standard Chartered Investments and Loans Others Unsecured 7.50% 6 months 25.00 - 25.00 -
(India) Ltd
1,288.41 1,202.50 1,491.41 999.50
218
` in Crores
Note 40 In accordance with Ind AS 37 - “Provisions, Contingent Liabilities and Contingent Assets”, notified under
Section 133 of the Act, certain classes of liabilities have been identified as provisions which have been disclosed
as under:
1 April Reversals / 31 March
Additions* Utilisation*
(a) Excise duty and service tax related issues 7.61 0.23 - - 7.84
(b) Sales tax and other issues 135.97 10.32 (0.41) (0.71) 145.17
1 April Reversals / 31 March

Additions* Utilisation*
(a) Excise duty and service tax related issues 7.60 0.23 (0.12) (0.10) 7.61
(b) Sales tax and other issues 134.54 10.25 - (8.82) 135.97
(a) and (b) represents estimates made for probable cash outflow arising out of pending disputes / litigations with
various regulatory authorities.
(c) represents provisions made for probable liabilities / claims arising out of commercial/ other transactions.
Further disclosures as required in Ind AS 37 are not made since it can be prejudicial to the interests of the
Group.
* Included under various heads in the Statement of Profit and Loss.
Note 41 Earnings per equity share

31 March 2022 31 March 2021
(a) Net profit attributable to the equity shareholders 1,524.82 1,863.90
(b) Weighted average number of equity shares outstanding during the 240,868,296 240,716,747
year
(c) Effect of potential equity shares on employee stock option - 83,443
outstanding
(d) Weighted average number of equity shares outstanding for computing 240,868,296 240,800,190
diluted earnings per share [(b)+(c)]
Nominal value of equity shares (`) 1 1
Basic earnings per share (`) 63.31 77.43
Diluted earnings per share (`) 63.31 77.40
219
` in Crores
Note 42 Segmental information

The Chief Operating Decision Maker (CODM) evaluates the Group’s performance and allocates resources based
on an analysis of various performance indicators by industry classes. The operating segment of the Group is
identified to be “Foods” as the CODM reviews business performance at an overall Group level as one segment.
Information by Geographies
31 March 2022 31 March 2021
Revenue by Geographical Market (including other operating revenue)
India 13,422.80 12,386.94
Outside India 713.46 749.20
14,136.26 13,136.14
Segment non current assets*
India 2,218.30 1,871.49
Outside India 216.77 222.59
2,435.07 2,094.08
* Non current assets are excluding financial instruments and deferred tax assets.
Revenue from major customers

The Group is not reliant on revenues from transactions with any single external customer and does not receive
10% or more of its revenues from transactions with any single external customer.
Notes
(a) Revenue comprises : 31 March 2022 31 March 2021
Revenue from food products* 13,944.67 12,883.04
*excludes other operating revenue.
Note 43 Corporate Social Responsibility
During the year, the amount required to be spent on corporate social responsibility activities amounted to
` 40.02 (31 March 2021: ` 33.40) in accordance with Section 135 of the Act, 2013. The following amounts were
actually spent during the current and previous year:

(i) Amount required to be spent by the company during the year 40.02 33.40
(ii) Amount of expenditure incurred 40.02 33.40
(iii) Shortfall at the end of the year - -
(iv) Nature of CSR activities : Promoting Promoting
Healthcare Growth, Healthcare Growth
Development and Development
of Children, of Children
preventive health
care for women
and Community
development
220
` in Crores
Note 44 Related parties

Relationships
A) Parties where control exists:
1. Ultimate Holding Company The Bombay Burmah Trading Corporation Limited
Holding company Associated Biscuits International Limited (ABIL), UK
B) Parties under common control where transactions have taken place:

1. Fellow subsidiary companies Bannatyne Enterprises Pte Limited, Singapore
Dowbiggin Enterprises Pte Limited, Singapore
Nacupa Enterprises Pte Limited, Singapore
Spargo Enterprises Pte Limited, Singapore
Valletort Enterprises Pte Limited, Singapore
C) Other Related parties where transactions have taken place:
1. Associates Nalanda Biscuits Company Limited
Sunandaram Foods Private Limited
2. Other related party Bombay Dyeing & Manufacturing Co. Ltd.
Go Airlines (India) Limited
Avijit Deb Partners, LLP
3. Post employment-benefit plan entities Britannia Industries Limited Management Staff Provident Fund
Britannia Industries Limited Covenanted Staff Gratuity Fund
Britannia Industries Limited Non Covenanted Staff Gratuity Fund
Britannia Industries Limited Covenanted Staff Pension Fund
Britannia Industries Limited Officers Pension Fund
4. Key management personnel (KMP)
Managing Director Mr. Varun Berry
Executive Director and Chief Financial Mr. N.Venkataraman*
Officer
Company Secretary Mr. T. V. Thulsidass
Non-Executive Directors Mr. Nusli N Wadia
Mr. A K Hirjee #
Mr. Keki Elavia
Mr. Avijit Deb
Mr. Jeh N Wadia##
Mr. Keki Dadiseth
Dr. Ajai Puri
Mr. Ness N Wadia
Dr. Y.S.P.Thorat
Dr. Ajay Shah
Mrs. Tanya Dubash
Dr. Urjit Patel ###
* Appointed as executive director of the Company effective 30 July 2021.
# Ceased to be a director effective 27 September 2020 on account of his demise.
## Ceased to be a director effective 6 September 2021.
### Appointed as additional and independent director of the Company on 31 March 2021 and resigned
as director effective 31 January 2022.
221
` in Crores

Related party transactions during the year:
Contributions during the year (includes Employees’
share and contribution)
Britannia Industries Limited Management Staff Provident Post employment- 23.49 22.77
Fund benefit plan
Britannia Industries Limited Covenanted Staff Gratuity entities 1.44 2.36
Fund
Britannia Industries Limited Non Covenanted Staff 0.92 4.68
Gratuity Fund
Britannia Industries Limited Covenanted Staff Pension 0.22 0.22
Fund
Britannia Industries Limited Officers Pension Fund 0.18 0.21
Total 26.25 30.24
Remittance of dividend
Associated Biscuits International Limited (ABIL), UK Holding 1,115.82 1,272.15
Company
Others Fellow subsidiary 144.33 166.30
companies and
KMP
Total 1,260.15 1,438.45
Issue of Bonus Debentures

Associated Biscuits International Limited (ABIL), UK Holding 312.65 -
Company
Others Fellow subsidiary 40.45 -
companies and
KMP
Total 353.10 -
Interest on Bonus Debentures
Others KMP 0.02 -
Purchase of finished goods
Total 151.72 128.06
Key management personnel compensation
Short-term employee benefits 14.53 13.09
Post-employment defined benefit 0.52 0.48
Other long term benefits 0.57 0.51
Share Option/Phantom Option Scheme expenses 15.22 18.94
Payment under Phantom Option Scheme 33.13 -
Sitting fees 0.69 0.96
Commission 13.00 18.00
Travelling expenses & others 0.17 0.03
222
` in Crores

Shares allotted under employee stock option scheme
for consideration received during the year
Mr. Varun Berry KMP
Equity shares - 0.04
Securities premium - 103.11
Total - 103.15
Share of current year profit / (loss)

Sunandaram Foods Private Limited Associate (0.39) 0.66
Total (0.20) 0.81
Sale of goods / consumables and ingredients

Total 2.44 2.84
Interest income
Company
Bombay Dyeing & Manufacturing Co. Ltd. Other related 29.68 25.96
party
Go Airlines (India) Limited Other related - 4.03
party
Total 52.98 66.01
Reimbursement of other expenses

party
Company
Total 1.63 1.36
Professional charges
Avijit Deb Partners, LLP Other related 0.10 0.16
party
Recovery of other expenses

Go Airlines (India) Limited Other related 0.12 -
party
223
` in Crores

Inter-corporate deposits placed
party
Company
party
Total 740.00 1,060.00
Inter-corporate deposits redeemed

party
Company
party
Total 790.00 870.00
Related party closing balances as on balance sheet date:

Outstanding - net receivables / (payables)
Company
Nalanda Biscuits Company Limited Associate (1.67) 0.56
party
party
Total 757.24 816.28
Investments (including goodwill)

Total 2.09 2.29
Notes:
(i) The above information has been determined to the extent such parties have been identified on the basis of information
available with the Group.
(ii) Transactions reported above are excluding taxes.
(iii) Refer filing with stock exchanges in compliance with Regulation 23(9) of SEBI (LODR) Regulations, 2015.
224
` in Crores
Note 45 Employee benefits

(a) Post retirement benefit - Defined contribution plans
The Group has recognised an amount of ` 9.80 (31 March 2021: ` 8.95) as expenses under the defined
contribution plans in the Statement of Profit and Loss for the year:
31 March 2022 31 March 2021
Benefit (Contribution to)
Provident Fund 5.61 4.97
Family Pension Scheme 3.75 3.53
Pension Fund 0.44 0.46
Total 9.80 8.95
(b) Post retirement benefit - Defined benefit plans
(1) Provident fund - Contribution made by the Company during the year to the self administered Trust
fund is ` 8.27 (31 March 2021: ` 7.51). With regard to the assets of the Fund and the return on the
investments, the Company does not expect any deficiency in the foreseeable future.
(2) The Company has two funds: Britannia Industries Limited Covenanted Staff Gratuity Fund and
Britannia Industries Limited Non Covenanted Staff Gratuity Fund, which are funded defined benefit
plans for qualifying employees.
(i) The Scheme in relation to Britannia Industries Limited Non Covenanted Staff Gratuity Fund
completed year of service or part thereof in excess of six months subject to the maximum
amount payable as per the Payment of Gratuity Act, 1972.
(ii)
The Scheme in relation to Britannia Industries Limited Covenanted Staff Gratuity Fund
or on termination of employment of an amount equivalent to 15 days basic salary payable for
each completed year of service or part thereof in excess of six months subject to the higher of
maximum amount payable as per the Payment of Gratuity Act, 1972 and twenty months salary.
Vesting (for both the funds mentioned above) occurs in accordance with the provisions of the
Payment of Gratuity Act 1972, except in case of death or permanent disability. The present
value of the defined benefit obligation and the related current service cost are measured using
the projected unit credit method with actuarial valuation being carried out at balance sheet
date.
225
` in Crores
(3) The Amount recognised in the balance sheet and the movements in the net defined benefit obligation
for the Group is as follows:
31 March 2022 31 March 2021

1. Reconciliation of net defined benefit asset / (liability)
(i) Reconciliation of present value of defined benefit
obligation
Obligations at 1 April 46.51 44.38
Service cost 5.46 5.26
Actuarial (gain) / loss due to financial assumptions (2.14) (2.15)
Actuarial (gain) / loss due to experience adjustments 2.31 (0.41)
Obligations at the year end 31 March 50.49 46.51
(ii) Reconciliation of present value of plan asset:

Plan assets at 1 April at fair value 41.98 34.98
Expected return on plan assets 2.76 2.24
Return on assets excluding interest income 0.33 0.94
Contributions 3.31 6.95
Benefit settled (4.57) (3.13)
(iii) Reconciliation of net defined benefit asset/(liability):

Present value of obligation as at 31 March 50.49 46.51
Plan assets at 31 March at fair value 43.81 41.98
Amount recognised in balance sheet asset / (liability) (6.68) (4.53)
2. Expenses recognised in the Statement of Profit and Loss

under Employee benefit expense:
Current service cost 5.46 5.26
Net cost 5.62 5.58
3. Remeasurements recognised in statement of other

comprehensive income
Actuarial (gain) / loss on defined benefit obligation 0.17 (2.56)
Return on plan assets excluding interest income (0.33) (0.94)
(Gain) / loss recognised in statement of other (0.17) (3.50)
comprehensive income
226
` in Crores
31 March 2022 31 March 2021

4. Amount recognised in the balance sheet:
Opening liability 4.53 9.40
Expense (Refer 2 & 3 above) 5.46 2.08
Employers contribution paid (3.31) (6.95)
Closing liability 6.68 4.53
5. Experience adjustment:
On plan liabilities (gain) / loss 2.31 (0.41)
On plan assets gain / (loss) 0.33 0.94
6. Investment details: % Invested % Invested

State Government securities 44.23 41.57
Public sector securities 32.90 37.24
Mutual funds 12.51 7.88
Others 10.36 13.31
100.00 100.00
7. Principal actuarial assumptions:

Discount factor [Refer note (i) below] 7.20% 6.60%
Estimated rate of return on plan assets [Refer note (ii) 7.20% 6.60%
below]
Attrition rate:
Service related:
5 years and above 4% 4%
Below 5 years 25% 25%
Salary escalation rate (Refer note (iii) below) 7% 7%
Retirement age (in years) 58 58
8. Maturity profile of defined benefit obligation:

Within 1 year 6.41 3.98
1-2 year 5.29 5.57
2-3 year 4.62 5.33
3-4 year 5.34 4.58
4-5 year 5.58 5.31
5- 10 year 34.62 30.52
Notes:
(i) The discount rate is based on the prevailing market yield on Government Securities as at the balance sheet date
for the estimated term of obligations.
(ii) The expected return on plan assets is determined considering several applicable factors mainly the composition
of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the
Group’s policy for plan asset management.
227
` in Crores
(iii) The estimate of future salary increases considered in actuarial valuation takes into account inflation, seniority,
promotion and other relevant factors such as supply and demand in the employment market.
(iv) The disclosure above includes amounts for Britannia Industries Limited Covenanted Staff’ Gratuity Fund
and Britannia Industries Limited Non Covenanted Staff’ Gratuity Fund and amounts relating to other Group
companies.
(c) The charge for retirement benefits of Al Sallan Food Industries Co. SAOC, Strategic Food International Co. LLC, Dubai
and Britannia Nepal Private Limited has been calculated in accordance with the laws applicable in their countries of
incorporation which amounts to ` 3.90 (31 March 2021: ` 3.69).
The sensitivity analysis of significant actuarial assumption as of end of reporting period is shown below.
31 March 2022 31 March 2021
A. Discount rate
Discount rate -50 basis points 51.99 47.90
Discount rate +50 basis points 47.91 44.04
B. Salary escalation rate

Salary rate -50 basis points 48.01 44.16
Salary rate +50 basis points 51.88 47.78
C. Withdrawal rate
Withdrawal rate -100 basis points 49.87 46.07
Withdrawal rate +100 basis points 49.86 45.73
Note 46 With respect to Al Sallan Food Industries Co. SAOC, the Company’s income tax assessments for the tax years
2012 to 2015 have not been finalised by the Secretariat General for Taxation at the Ministry of Finance, Oman.
The Group believes that additional taxes, if any, that may become payable on finalisation of the assessments in
respect of these open years would not be material to the Group’s financial position as at 31 March 2022.
228
229
Note 47 Additional information pursuant to para 2 of general instructions for the preparation of Consolidated Financial Statements:
` in Crores
Net Assets Share in Profit or loss Share in other Share in total
comprehensive income comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of total Amount
Name of the Entity Consolidated consolidated consolidated comprehensive
Net Assets profit or loss other income
comprehensive
income
Parent
Britannia Industries Limited 75.97% 2,402.54 96.39% 1,603.19 7.79% 0.49 96.05% 1,603.68
Indian Subsidiaries
Boribunder Finance and Investments 0.04% 1.22 -0.00% (0.00) - - -0.00% (0.00)
Private Limited
Flora Investments Company Private 0.08% 2.60 0.01% 0.09 - - 0.01% 0.09
Limited
Gilt Edge Finance and Investments 0.08% 2.67 0.01% 0.09 - - 0.01% 0.09
Private Limited
Ganges Vally Foods Private Limited 0.25% 7.94 -0.02% (0.25) - - -0.01% (0.25)
International Bakery Products Limited 0.70% 22.16 0.15% 2.43 -0.73% (0.05) 0.14% 2.38
J B Mangharam Foods Private Limited 0.36% 11.28 0.22% 3.74 -6.15% (0.39) 0.20% 3.35
Manna Foods Private Limited 1.04% 32.75 0.54% 9.01 0.16% 0.01 0.54% 9.02
Sunrise Biscuit Company Private 0.86% 27.08 0.10% 1.60 1.05% 0.07 0.10% 1.67
Limited
Britannia Dairy Private Limited 4.11% 129.89 2.99% 49.71 -0.32% (0.02) 2.98% 49.69
Britchip Foods Limited 1.96% 62.09 -1.36% (22.59) 0.16% 0.01 -1.35% (22.58)
Britannia Employees General Welfare 0.03% 0.84 - 0.02 - - - 0.02
Association Private Limited
Britannia Employees Medical Welfare 0.03% 0.82 - 0.04 - - - 0.04
Association Private Limited
Britannia Employees Educational 0.03% 0.83 - 0.02 - - - 0.02
Welfare Association Private Limited
` in Crores
Net Assets Share in Profit or loss Share in other Share in total
comprehensive income comprehensive income
As a % of Amount As a % of Amount As a % of Amount As a % of total Amount
Name of the Entity Consolidated consolidated consolidated comprehensive
Net Assets profit or loss other income
comprehensive
income
Foreign Subsidiaries
Britannia and Associates (Mauritius) 6.01% 190.03 -0.01% (0.09) - - -0.01% (0.09)
Private Limited
Britannia and Associates (Dubai) Private 5.36% 169.47 0.04% 0.74 - - 0.04% 0.74
Co. Limited
Al Sallan Food Industries Co. SAOC -0.83% (26.24) 0.21% 3.53 - - 0.21% 3.53
Strategic Food International Co. LLC, 1.91% 60.54 0.21% 3.44 - - 0.21% 3.44
Dubai
Strategic Brands Holding Company - 0.01 - - - - - -
Limited
Britannia Dairy Holdings Private Limited -0.02% (0.51) - (0.04) - - - (0.04)
Britannia Nepal Private Limited 1.91% 60.39 0.50% 8.35 - - 0.50% 8.35
Britannia Bangladesh Private Limited 0.01% 0.35 - - - - - -
Britannia Egypt LLC 0.06% 1.79 0.01% 0.20 - - 0.01% 0.20
Strategic Food Uganda Limited 0.06% 1.80 - 0.07 - - - 0.07
Foreign currency translation reserve 98.05% 6.17 0.37% 6.17
100.00% 3,162.34 100.00% 1,663.30 100.00% 6.29 100.00% 1,669.59
Adjustment arising out of Consolidation (606.33) (138.28) (138.28)

Non-controlling interest in Subsidiaries
Ganges Vally Foods Private Limited (0.00) (0.00)
Sunrise Biscuit Company Private Limited 0.01 0.01
Britchip Foods Limited (8.84) (8.84)
Associates
Nalanda Biscuits Company Limited 1.42 0.19 0.19
Sunandaram Foods Private Limited 0.67 (0.39) (0.39)
Total 2,558.10 1,515.98 6.29 1,522.27
230
` in Crores
Note 48 Capital management

The Group’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to
maintain investors, creditors and market confidence and to sustain future development and growth of its
business. In order to maintain the capital structure, the Group monitors the return on capital, as well as the level
of dividends to equity shareholders. The Group aims to manage its capital efficiently so as to safeguard its ability
to continue as a going concern and to optimise returns to all its shareholders. For the purpose of the Group’s
capital management, capital includes issued capital and all other equity reserves and debt includes non-current
borrowings, current borrowings, non-current lease liabilities and current lease liabilities.
The Group monitors capital on the basis of the following gearing ratio.

Total debt 2,481.20 2,121.51
Equity 2,558.10 3,547.66
Debt to equity % 96.99% 59.80%
Note 49 Research and development expenses

Capital expenditure 0.60 0.25
Revenue expenditure 36.52 31.90
Total 37.12 32.15
231
` in Crores
Note 50 Financial instruments - fair values and risk management

Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2022, including their
levels in the fair value hierarchy.
Carrying amount Fair value

FVTPL FVOCI Other Other Total Level 1 Level 2 Level 3 Total
Particulars Note
amortised
cost
Investments in mutual funds 8, 13 622.57 - - - 622.57 - 622.57 - 622.57
Investments in equity instruments 8 2.91 - - - 2.91 - - 2.91 2.91
641.49 - - - 641.49
Financial assets not measured at fair value
Investments in debentures/ bonds 8, 13 - - 1,087.74 - 1,087.74
Investments in government securities 8, 13 - - 16.94 - 16.94
Loans receivable 9, 16 - - 798.00 - 798.00
Other financial assets 10, 17 - - 459.83 - 459.83
Bank balances 15 - - 66.91 - 66.91
- - 2,893.45 - 2,893.45
Financial liabilities not measured at fair
value
Borrowings and lease liabilities 22, 23 - - 2,481.20 2,481.20
Trade payables 25 - - - 1,285.22 1,285.22
Other financial liabilities 24, 26 - - - 476.33 476.33
- - - 4,242.75 4,242.75
232
233
` in Crores
The following table shows the carrying amounts and fair values of financial assets and financial liabilities as at 31 March 2021, including their
levels in the fair value hierarchy.
Carrying amount Fair value
FVTPL FVOCI Other Other Total Level 1 Level 2 Level 3 Total
Particulars Note financial assets financial carrying

- amortised liabilities amount
cost
Investments in mutual funds 8, 13 1,525.38 - - - 1,525.38 - 1,525.38 - 1,525.38
Investments in equity instruments 8 0.51 - - - 0.51 - - 0.51 0.51
1,541.29 - - - 1,541.29
Financial assets not measured at fair value
Investments in debentures/ bonds 8, 13 - - 1,211.90 - 1,211.90
Investments in government securities 8, 13 - - 11.32 - 11.32
Loans receivable 9, 16 - - 999.50 - 999.50
Other financial assets 10, 17 - - 449.53 - 449.53
Bank balances 15 - - 68.60 - 68.60
- - 3,154.97 - 3,154.97
Financial liabilities not measured at fair value
Borrowings and lease liabilities 22, 23 - - 2,104.30 2,104.30
Trade payables 25 - - - 1,313.19 1,313.19
Other financial liabilities 24, 26 - - - 377.30 377.30
- - - 3,794.79 3,794.79
The fair value of cash and cash equivalents, bank balances, trade receivables, loans receivables, investments in tax-free bonds, investments in
debentures/bonds, investments in equity instruments, investment in government securities, borrowings, trade payables and other financial assets
and liabilities approximate their carrying amount largely due to the nature of these instruments. The Group’s loans have been contracted at market
rates of interest. Accordingly, the carrying value of such loans approximate fair value.
Investments in mutual funds, which are classified as FVTPL are measured using net assets value at the reporting date multiplied by the quantity
held.
No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by
the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”) with the understanding, whether recorded
in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).
The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or
indirectly lend or invest in other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.

` in Crores
Financial risk management

The Group’s financial risk management is an integral part of how to plan and execute its business strategies.
The Group’s management risk policy is set by the Board. The Group’s activities expose it to a variety of financial
risks: credit risk, liquidity risk and market risk. The Group’s primary focus is to foresee the unpredictability of
financial markets and seek to minimize potential adverse effects on its financial performance. A summary of the
risks have been given below.
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails
to meet its contractual obligations, and arises principally from the Group’s receivables from customers and
loans given. Credit risk arises from cash held with banks and financial institutions, as well as credit exposure
to clients, including outstanding accounts receivables. The maximum exposure to credit risk is equal to the
carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in
financial assets. The Group assesses the credit quality of the counterparties, taking into account their financial
position, past experience and other factors. Based on our assessement and current estimates the carrying value
and the provisions made as at 31 March 2022 is considered adequate.
Trade and other receivables
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The
demographics of the customer, including the default risk of the industry and country in which the customer
operates, also has an influence on credit risk assessment. The Group limits its exposure to credit risk from
trade receivables by establishing appropriate credit period for customer. In monitoring customer credit risk,
customers are grouped according to their credit characteristics, including whether they are wholesale, retail or
institutional customers, their geographic location, industry, trading history with the Group and existence of
previous financial difficulties. The default in collection as a percentage to total receivable is low.
The Group’s exposure to credit risk for trade receivables by geographic region is as follows:
Carrying amount
31 March 2022 31 March 2021
India 228.70 174.62
Others 106.40 85.36
335.10 259.98
The Group’s exposure to credit risk for trade receivables by type of counterparty is as follows:
Carrying amount
31 March 2022 31 March 2021
Institutional 125.32 117.97
Authorised wholesaler 59.93 26.54
Exports 106.40 85.36
Others 43.45 30.11
335.10 259.98
Movement in the allowance for impairment in trade receivables

31 March 2022 31 March 2021
Amount provided for 0.46 0.53
Net remeasurement of loss allowance 3.17 2.71
234
` in Crores
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they become due. The
Group manages its liquidity risk by ensuring, that it will always have sufficient liquidity to meet its liabilities
when due. The Group’s corporate treasury department is responsible for liquidity, funding as well as settlement
management. In addition, processes and policies related to such risks are overseen by the senior management.
The Group aims to maintain the level of its cash and cash equivalents and other highly marketable debt
investments at an amount in excess of expected cash outflows on financial liabilities (other than trade payables)
over the next six months. The Group also monitors the level of expected cash inflows on trade receivables
and loans together with expected cash outflows on trade payables and other financial liabilities. At 31 March
2022, the expected cash flows from trade receivables is ` 331.93 (31 March 2021: ` 257.27) .This excludes the
potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters.
In addition, the Company maintains a line of credit, ` 878 (31 March 2021: ` 744) overdraft facility with various
banks that is unsecured. Interest would be payable basis prevailing MCLR rates plus applicable margin (31
March 2021 : MCLR rates plus applicable margin).
The table below provides details regarding the contractual maturities of significant financial liabilities as at
31 March 2022 and 31 March 2021:
As at 31 March 2022
Particulars
Less than 1 year 1-2 years 2 years and above
Borrowings (Refer note 22 ) 1,758.55 8.47 698.52
Lease liabilities (Refer note 23)* 2.41 2.41 18.95
3,469.87 16.48 764.51
* Includes interest on lease liabilities of ` 8.11.
As at 31 March 2021
Particulars
Less than 1 year 1-2 years 2 years and above
Borrowings (Refer note 22) 1,357.15 738.68 8.47
Lease liabilities (Refer note 23)* 2.64 2.64 20.35
3,005.41 744.80 70.21
* Includes interest on lease liabilities of ` 8.43.
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will
affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the
return.
235
` in Crores
Currency risk
The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which
sales, purchase are denominated and the respective functional currencies of Group companies. The Group
has export sales (5% of total sales) primarily denominated in US dollars and Euro. At any point in time, the
Company hedges 95% to 100% of its estimated foreign currency exposure in respect of sales and purchases over
the following 12 months. The Company uses forward exchange contracts to hedge its currency risk, most with
a maturity of less than one year from the reporting date.
The Company’s investment in foreign subsidiaries is not hedged.
Exposure to currency risk
The summary quantitative data about the Group’s exposure to currency risk is as follows:
31 March 2022 31 March 2021

Euro USD Euro USD
Export receivables - 0.45 - 0.42
Overseas payables (0.06) (0.07) (0.33) -
The Group uses forward exchange contracts to hedge the currency exposure and therefore, not exposed to
significant currency risk at the respective reporting dates.
The impact of strengthening/weakening of currency on the Group is not material as Group hedges 95% to 100%
of the foreign currency exposure.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates
primarily to the Group’s debt obligations with floating interest rates. The Group’s exposure to risk of changes in
market interest rate is minimal.
The sensitivity analysis have been determined based on the exposure to interest rates for debt obligations with
floating rates. The impact on the Group of movement in interest rate by 100 basis points higher or lower and
considering all other variables constant, is not material.
Note 51 During the year ended 31 March 2016, based on queries received from Securities Exchange Board of India
(‘SEBI’), the Company conducted a preliminary internal investigation and discovered certain irregularities by
M/s Sharepro Services (India) Private Limited (‘Sharepro’), the Company’s erstwhile Registrar and Share Transfer
Agent. Subsequently, the Company filed a criminal complaint against Sharepro and its employees. Pursuant to
the directions issued by SEBI in its interim order dated 22 March 2016, the Company appointed an independent
external agency to conduct an audit of the records and systems of Sharepro with respect to past transactions.
The report of the external agency was submitted with SEBI by the Company vide its letter dated 12 July 2016.
In 2019-20, following the receipt of a Show Cause Notice dated 8 November 2019 from SEBI in a related matter,
the Company filed a Settlement Application and SEBI passed the settlement order on 17 September, 2020.The
Company continues to evaluate additional steps, if any, based on the directions of SEBI or any other regulatory
authorities.
Based on consultations with its legal counsel, the Company has been advised that the liability will not devolve
on the Company and thus no provision is considered necessary.
236
` in Crores
Note 52 The Board of Directors of the Company at their meeting held on 17 August 2020 approved the issue of unsecured,
non-convertible, redeemable, fully paid-up debentures, along with an appropriate cash component, aggregating to
` 41.50 per equity share, subject to applicable taxes, by way of bonus to the Members of the Company, by utilizing the
general reserve/surplus in the profit and loss account of the Company under a Scheme of Arrangement(“Scheme”).
Further, the Board of Directors at their meeting held on 5 October 2020, approved the Scheme of Arrangement
between Britannia Industries Limited and its Members under Sections 230 to 232 of the Companies Act, 2013 and
other applicable provisions of the Act which, inter alia, provides for (a) Issue of 1 unsecured, non-convertible,
redeemable, fully paid up Debenture of face value ` 29 each for every 1 fully paid up equity share of face
value ` 1 each (‘Bonus Debenture’) by utilizing the General Reserve of the Company and the transfer of any
balance available in the general reserve after utilizing the same for the purpose of issue of bonus debentures to
Retained earnings and (b) Payment of dividend of ` 12.50 per every 1 fully paid up equity share of face value
` 1 each by utilizing its accumulated profits to all the members of the Company, subject to approval of the Scheme
by members and statutory/regulatory authorities including the Stock Exchanges, SEBI and the Hon’ble National
Company Law Tribunal, Kolkata bench and subject to deduction/withholding of applicable taxes. The Company
received Observation letters from BSE Limited and National Stock Exchange of India Limited for the Scheme of
Arrangement on 17 December 2020 and filed the Company application before the Hon’ble National Company
Law Tribunal (“Tribunal”), Kolkata Bench on 19 December 2020. The Scheme of Arrangement was approved by
Shareholders and Commercial Paper Holders by requisite majority at their meetings convened by Video Conference
(VC) on 15 February 2021 and sanctioned by the Hon’ble Tribunal by its order dated 7 May 2021. Upon the scheme
becoming effective, the Bonus Debenture Committee of the Board at its meeting held on 3 June 2021 approved
the allotment of the Bonus Debentures and payment of Dividend to the shareholders holding shares as on 27 May
2021 (“Record Date”). The effects of the aforesaid Scheme of Arrangement have been accounted for in the books
of account of the Company in accordance with the Scheme and accounting standards. The Company has paid
the dividend after deduction of applicable taxes and upon receipt of necessary approvals from SEBI and the Stock
exchanges, the Bonus Debentures have been listed on BSE Limited and National Stock Exchange of India Limited
on 20 July 2021. These listed 3-year non-convertible bonus debentures carry a coupon rate of 5.5% p.a. The interest
is payable annually and the first due date for payment of interest is 3 June 2022.
Note 53 A. Revenue streams
The Group is primarily involved in manufacturing and sale of various food products. Other sources of
revenue include scrap sales and royalty income.
Note 31 March 2022 31 March 2021
Revenue from operations 14,136.26 13,136.14
B. Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by primary geographical
market.
31 March 2022 31 March 2021
India 13,231.86 12,133.99
Others 712.81 749.05
The Group does not incur any cost to obtain or fulfil a contract with the customer.
237
` in Crores
C. Reconciliation of net sale of goods

31 March 2022 31 March 2021
Gross Sales Value 14,571.55 13,502.41
Add: Customer loyalty programme (1.27) 0.75
Less: Stock returns 125.29 120.34
Less: Trade discounts, promotions & channel margins 500.32 499.78
D. Assets and liabilities related to contracts with Customers

Trade receivable 14 335.10 259.98
Deposits from Customers 24 41.13 38.07
Advance from Customers 27 41.43 54.71
Note 54 Exceptional items pertain to voluntary retirement cost incurred in one of the subsidiaries of the Company.
Note 55 The financial statements are presented in ` crores (rounded off to two decimal places). Those items which are
required to be disclosed and which were not presented in the financial statements due to rounding off to the
nearest ` crores are given below:
` in '000
Note Description 31 March 2022 31 March 2021
8. Non-current investments:
(a) Unquoted - Trade investments - Investments in debentures / bonds 4 4
The Bengal Chamber of Commerce and Industry 6 1/2 % Non-
redeemable registered debentures 1962
44. Related party disclosures under Ind AS 24: Relationship

(a) Recovery of guest house expenses - 41
-Bombay Dyeing & Manufacturing Co. Ltd Other related
party
Note 56 a) The table below provides details regarding CWIP ageing schedule as at 31 March 2022 :
Less than 1 1-2 years 2-3 years More than 3 Total

year years
The table below provides details regarding CWIP ageing schedule as at 31 March 2021:
Less than 1 1-2 years 2-3 years More than 3 Total

year years
238
` in Crores
b) The table below provides details regarding Trade receivables ageing schedule as at 31 March 2022 :

Less 6 1-2 2-3 More Total
than 6 months Years years than 3
months -1 year years
Undisputed Trade Receivables :
- considered good 250.35 54.07 21.27 4.40 5.01 335.10
The table below provides details regarding Trade receivables ageing schedule as at 31 March 2021:

Less 6 1-2 2-3 More Total
than 6 months Years years than 3
months -1 year years
Undisputed Trade Receivables :
- considered good 233.38 7.70 11.20 3.64 4.06 259.98
c) The table below provides details regarding Trade payables ageing schedule as at 31 March 2022 :

dues/Not Less than 1 1-2 years 2-3 years More than Total
due year 3 years
(i) MSME 62.76 - - - - 62.76
(ii) Others 775.90 432.11 3.36 3.49 7.60 1,222.46
The table below provides details regarding Trade payables ageing schedule as at 31 March 2021:

dues/Not Less than 1 1-2 years 2-3 years More than Total
due year 3 years
(i) MSME 26.40 - - - - 26.40
(ii) Others 893.86 343.94 13.04 23.10 12.85 1,286.79
239
` in Crores
Note 57 Share Appreciation Rights (SAR) - Phantom Option Scheme

The Phantom option scheme creates an opportunity to link the employee reward to Company’s share price
performance. Under this plan, Company grants stock appreciation rights to select employees. Cash pay-out
equivalent to the appreciation in the value of shares will be made when exercised after vesting period.
The fair value of the Phantom Option scheme was determined using the Black-Scholes model based on the
following inputs at the grant dates and as at each reporting date:
31 March 2022 31 March 2021

Share price at measurement date 3,206.40 -
Expected volatility 24.72% -
Expected dividends expressed as a dividend yield 1.81% - 2.14% -
Risk free rate 4.17% - 5.12% -
Liability as at the year-end classified as:

Current 4.65 -
Non-current 5.12 -
Total 9.77 -
Note 58 During the year ended 31 March 2022, no material foreseeable loss (31 March 2021: Nil) was incurred for any
long-term contract including derivative contracts.
Note 59 Prior year amounts have been regrouped / reclassified wherever necessary, to confirm to the presentation in the
current year.

(DIN:00015731) (DIN:05208062)


240
SIGNIFICANT RATIOS
(on standalone basis)
2021-22 2020-21
Measures of Investment
Return on Equity Profit after tax % 56.0 46.4
Average Shareholders’ funds (Total Equity)
Book value per share Shareholders' funds ` 99.74 137.82

Number of equity shares (of face value of
` 1 each)
Dividend cover Earnings per share (Basic) times 0.7 0.5

Dividend (Plus tax) per share
Measures of Performance
Profit margin Profit after tax % 11.7 13.9
Total Income
Debtors turnover * Sale of products times 57.6 54.5

Average Gross Trade receivables
Stock turnover Sale of products % 43.7 49.9

Average Gross Inventories (Finished goods
+ Stock-in-trade+Goods in transit)
Measure of Financial Status

Debt equity ratio* Non-current borrowings + Current % 90.7 54.2
borrowings + Non-current lease liabilities
+ Current lease liabilities
Shareholders' funds
Current ratio Current assets times 0.9 1.2

Current liabilities
Tax ratio Provision for tax % 25.3 26.0

Profit before tax
241
TEN YEAR FINANCIAL STATISTICS : 2013 - 2022

(STANDALONE FINANCIAL STATEMENTS)
` in Crores
Previous GAAP Ind AS
As at / Year ended 31 March 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
Assets employed
Fixed assets less depreciation 580.12 642.88 574.16 716.29 869.09 1,231.55 1,392.51 1,499.45 1,515.50 1,912.70
and amortisation#
Investments (non-current and 279.60 372.99 661.04 921.33 599.91 1,186.13 1,645.67 3,141.17 2,950.34 2,024.11
current)
Other assets (net of liabilities) (2.01) (160.72) 2.55 380.21 1,114.71 828.20 1,003.01 837.95 651.71 644.47
857.71 855.15 1,237.75 2,017.83 2,583.71 3,245.88 4,041.19 5,478.57 5,117.55 4,581.28
Financed by
Equity shares 23.91 23.99 23.99 24.00 24.00 24.01 24.03 24.05 24.09 24.09
Reserves and surplus 612.50 829.47 1,211.63 1,992.03 2,557.98 3,211.27 4,015.42 4,250.60 3,295.44 2,378.45
Loan funds 221.30 1.69 2.13 1.80 1.73 10.60 1.74 1,203.92 1,798.02 2,178.74
857.71 855.15 1,237.75 2,017.83 2,583.71 3,245.88 4,041.19 5,478.57 5,117.55 4,581.28
Other key information
Revenue from operation 5,615.49 6,307.39 7,175.99 7,960.62 8,684.39 9,380.17 10,482.45 10,986.68 12,378.83 13,371.62
Profit before tax 332.18 542.62 882.61 1,149.13 1,251.16 1,445.20 1,716.11 1,908.26 2,379.44 2,145.12
Tax 98.31 172.79 260.20 385.82 407.47 497.31 593.91 423.96 619.41 541.93
Net profit 233.87 369.83 622.41 763.31 843.69 947.89 1,122.20 1,484.30 1,760.03 1,603.19
Dividend (including tax on 118.94 168.37 230.94 288.80 317.75 361.85 422.27^ 841.64 3,491.41 1,661.99$
dividend)*
Issue of bonus debentures - - - - - - - 720.95 - 698.52
(excluding dividend distribution
tax)*
#
Includes property, plant and equipment, capital work in progress, investment property and intangible asset.
* DDT not applicable from 1 April 2020.
^ net of DDT on dividend received from subsidiary.
$
Includes proposed dividend.
242
Notes
243

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Our Brands have the Power to Unifu and...

Growth NutriChoice Sugar Free Cracker also capitalized

VI. GOVERNANCE/SECRETARIAL Board to monitor and review risk management plan.

ANNEXURE - ‘A’ TO THE BOARD’S REPORT

ANNEXURE - ‘B’ TO THE BOARD’S REPORT

Total Amount Amount Unspent (in `)

Bai Jerbai Wadia Hospital for Children (BJWHC)

Nowrosjee Wadia Maternity Hospital (NWMH)

(1) (2) (3) (4) (5) (6) (7) (8)

Sr. Particulars Amount (in `)

Sr. Preceding Amount Amount Amount transferred to any fund Amount

(1) (2) (3) (4) (5) (6) (7) (8) (9)

Ness N Wadia Varun Berry

ANNEXURE - ‘C’ TO THE BOARD’S REPORT

On behalf of the Board

3 Description of how there is significant influence Voting power Voting power

for and on behalf of the Board of Directors

Nusli N Wadia Varun Berry

ANNEXURE - ‘D’ TO THE BOARD’S REPORT

We further report that: Annexure - ‘A’

This Report is to be read with our letter of even date which is

MANAGEMENT DISCUSSION AND ANALYSIS

Center Filled Croissants (B) BUSINESS STRATEGY

Croissant continues to be a new category in India. BAKERY BUSINESS

varieties, thereby offering superior taste and quality ADJACENT BUSINESS

DAIRY BUSINESS to address competition continues to pose challenges.

ADJACENT BUSINESS The broader trends in the economy are expected

(H) SIGNIFICANT FINANCIAL RATIOS (J) 

Britannia for Britannians: Your Company nurtures (K) CAUTIONARY STATEMENT

CORPORATE GOVERNANCE REPORT

Category No. of Directors % to total number of Directors

Name of the Director Director Attendance No. of other No. of No. of

Name of the Director Director Attendance No. of other No. of No. of

Sl. Name of the Name of the Listed Entity Category of Directorship

Sl. Name of the Name of the Listed Entity Category of Directorship

Matrix highlighting core skills/expertise/competencies of the Board of Directors:

Mr. Keki Dadiseth

Mr. Ness N Wadia

Dr. Y.S.P Thorat

Mr. Avijit Deb

Dr. Ajay Shah

3. BOARD OF DIRECTORS AND COMMITTEES

Broad Terms of Reference of the Committee inter-alia include:

No. of Shareholders’ complaints received during the financial year 43

Broad Terms of Reference of the Committee inter-alia include:

Name of the Directors/Members ACM NRC SRC CSR RMC BDC

Date Location Time Special Resolution Passed

Name of the Address Stock Code

(vi) Stock Price Data:

Month BSE BSE NSE NSE

Britannia v/s Sensex

Price (Britannia) (Closing) Sensex

Britannia v/s Nifty

(vii) Investor Education and Protection Fund (IEPF):

Group of Shares No. of % to total no. of No. of % to

(xiii) Bonus Debentures

Sr. Particulars BIL Bonus Number Of BIL Bonus Number Of

p. Corporate Identification Number (CIN): L15412WB1918PLC002964.

DECLARATION ON CODE OF CONDUCT

(H) SIGNIFICANT FINANCIAL RATIOS (J)