B R I T A N N IA I N D U S T R I E S L T D .

1892 - A humble genesis was made to manufacture biscuits in a small house in Central Calcutta, with an investment of Rs.295. 1897 - The business was acquired by Gupta brothers who moved operations to Dum Dum in Calcutta under the name of V.S. Brothers. 1918 - Mr C. H. Holmes, an English business man, partnered with Gupta Brothers. Britannia was incorporated on the 21st of March 1918 as a public limited company under the Indian Companies Act VII of 1913. 1921 - Britannia obtained priority certi cate to import new machinery. It became the rst company east of the Suez Canal to use gas ovens. 1924 - New factories were established in Mumbai and Calcutta. Britannia became a subsidiary of Peek, Frean & Company Limited, a leading biscuit company in UK. 1935-45 - During World War II Britannia diverted 95% of its production for manufacturing service biscuits for soldiers. 1954 - High quality sliced and packaged bread was pioneered and launched in Delhi. 1979 - On 3rd October, the Company was re-christened from Britannia Biscuit Company Limited to Britannia Industries Limited. 1983 - Sales crossed the Rs. 100 crore milestone. 1992 - Britannia celebrated its Platinum jubilee and launched `Little Hearts. 1993 - The Wadia Group acquired a stake in ABI Holdings Limited (ABIH), United Kingdom and became an equal partner with Groupe DANONE in BIL. Brand 50-50 was launched. 1997 - Eat Healthy, Think Better became the new corporate mantra. Britannia entered the dairy business. Tiger biscuits were launched. Jim Jam and Chekkers were launched. 2000 - Forbes Global ranked Britannia among the Top 200 small companies. Britannia was ranked No.1 food brand of the country. Britannia Lagaan Match was Indias most successful promotional activity of the year. 2002 - Britannia formed a joint venture with Fonterra, the worlds second largest dairy company and Britannia New Zealand Foods Private Limited was born. 2005 - Brand Tigers re-birth was marked by the slogan Swasth Khao, Tiger Ban Jao, which became a popular chant. Britannia launched Greetings a range of assorted gift packs. Britannia 50-50 Pepper Chakkar was launched. 2007 - In a survey conducted by AC Nielsen ORG-Marg and published in the Economic Times, Britannia was rated the No.1 MOST TRUSTED FOOD BRAND. It also ranked as No.1 Brand in Metros across all categories. 2007 - Britannia Industries formed a joint venture with the Khimji Ramdas Group and acquired a 70 per cent bene cial stake in the Dubai-based Strategic Foods International Co. LLC and 65.4% in the Omanbased Al Sallan Food Industries Co. SAOG. 2008 - Britannia launched Iron forti ed Tiger biscuits, Good Day Classic Cookies, Low Fat Dahi and renovated MarieGold.

BOARD OF DIRECTORS
CHAIRMAN: Nusli N Wadia MANAGING DIRECTOR: Vinita Bali DIRECTORS: Keki Dadiseth Avijit Deb Stephan Gerlich A K Hirjee Philippe - Loic Jacob Nimesh N Kampani S S Kelkar Vijay L Kelkar Pratap Khanna Ness N Wadia Jeh N Wadia Nasser Munjee Francois-Xavier Roger Field Marshal Sam Manekshaw M C - Director Emeritus CHIEF FINANCIAL OFFICER: Durgesh Mehta COMPANY SECRETARY: V Madan

AUDITORS: Lovelock & Lewes Chartered Accountants 5th Floor, Tower D, The Millenia 1 & 2 Murphy Road, Ulsoor Bangalore - 560 008. BANKERS: State Bank of India Standard Chartered Bank ABN Amro Bank N.V. Citibank N.A. The Hongkong & Shanghai Banking Corporation Limited HDFC Bank Limited ICICI Bank Limited Indian Bank Bank of America Deutsche Bank

SECTION A COMPANY PROFILE

COMPANY BACKGROUND & PROFILE The story of one of India's favourite brands reads almost like a fairy tale. Once upon a time, in 1892 to be precise, a biscuit company was started in a nondescript house in Calcutta (now Kolkata) with an initial investment of Rs. 295. The company we all know as Britannia today. The beginnings might have been humble-the dreams were anything but. By 1910, with the advent of

electricity, Britannia mechanised its operations, and in 1921, it became the first company east of the Suez Canal to use imported gas ovens. Britannias business was flourishing. But, more importantly, Britannia was acquiring a reputation for quality and value. As a result, during the tragic World War II, the Government reposed its trust in Britannia forces. by contracting it to supply large quantities of "service biscuits" to the armed

As time moved on, the biscuit market continued to grow and Britannia grew along with it. In 1975, the Britannia Biscuit Company took over the distribution of biscuits from Parry's who till now distributed Britannia biscuits in India. In the subsequent public issue of 1978, Indian shareholding crossed 60%, firmly establishing the Indianness of the firm. The following year, christened Britannia Industries Limited Britannia Biscuit Company was re(BIL). Four years later in 1983, it crossed the Rs. 100 crores

revenue mark. On the operations front, the company was making equally dynamic strides. In 1992, it celebrated its Platinum Jubilee. In 1997, the company unveiled its new corporate identity - "Eat Healthy, Think Better" - and made its first foray into the dairy products market. In 1999, the "Britannia Khao, World Cup Jao" promotion further fortified the affinity consumers had with 'Brand Britannia'. Britannia strode into the 21st Century as one of India's biggest brands and the pre- eminent food brand of the country. It was equally recognised for its innovative approach to products and marketing: the Lagaan Match was voted India's most successful promotional activity of the year 2001 while the delicious

Britannia 50-50 Maska-Chaska became India's most successful product launch. In 2002, Britannia's

New Business Division formed a joint venture with Fonterra, the erating graph, Forbes Global ra ted Britannia 'One amongst

world's second largest Dairy the Top 200 Small Comp

ompany, and Britannia New Zealand Foods Pvt. Ltd. was b In recognition of its vision and acce orn.

Today, more than a century after those tentative first steps, Britannia's fairy tale is not only going strong but blazing new standards, and that miniscule initial investment has grown by leaps and bounds to crores of rupees in wealth for Britannia's shareholders. The company's offerings are spread across the spectrum with products ranging from the healthy and economical Tiger biscuits to the more lifestyle-oriented Milkman Having succeeded in garnering the trust of almost one-third of India's one And millions of consumers will savour the results, happily ever after. For the year ended 31st March 2010, the Company achieved a sales growth of 17.5% on an expanded base arising from 27.5% growth in the previous year. Net Profit of the Company increased 77.5 % to Rs 1,910 Mn compared with Rs 1,076 Mn in 2008-09. Operating Margin increased by 307 basis points to 7.5%. The Company witnessed all round growth in key categories with Biscuits recording sales of Rs. 23,299 Mn. Bread, Cake and Rusk business crossed the Rs. 2,700 Mn two years. In an intensely competitive biscuit environment, all Power Brands of the Company recorded double digit growth, with Tiger and Good Day growing in excess of 20%. The Companys innovation forays have successfully addressed new benefit clusters and NutriChoice Digestive has claimed its position in the health and vitality space. The Company continues to maintain its leadership edge in 6 out of 7 key product segments, the only exception being Glucose. The Company introduced several new and renovated offerings in Tiger, Good Day, Treat and MarieGold. The health and nutrition platform was buttressed by Tiger launched Good Day. Banana with iron-zor, fortified Milk Bikis, renovated MarieGold and Nutrichoice Digestive. To tap the more indulgent consumers, your Company mark during 2009-10. This business has doubled in Cheese. billion population and a strong

management at the helm means Britannia will continue to dream big on its path of innovation and quality.

Classic Cookies, while continuing to roll out individual consumption packs at the price point.

highly affordable Rs. 5

The Bread, Cake and Rusk portfolio was strengthened with the successful relaunch of Breads, fortified with vitamins and minerals, positioning them firmly as the healthy start to your day. This innovation combined with relevant consumer activation in key markets has seen a 30%+ growth in the Bread, Cake and Rusk business.

As a Corporate, Britannia worked for the benefit of all stakeholders - shareholders, performance and dividends distributed to its

consumers, dealers ,

suppliers, bankers and employees. It has established an excellent track record in terms of its financial shareholders. This has been adequately demonstrated with the Company's topline growing from Rs 10,301 Mn in 2001 to Rs 26,176 Mn in 2010, a growth of 154% over the last 10 years. The net profit grew even more significantly at 382% from Rs 396 Mn in 1998-99 to Rs 1,910 Mn in 2009-10, giving a CAGR of 19.1%. As at 31st March 2008, the issued and paid up capital of Britannia amounts to 23, 890,163 base is about 25,300 in number equity shares having a nominal value of Rs 10 each. The shareholder

COMPANY HISTORY
1918 The Company was Incorporated on 21st March, as a public limited company under Companies Act, VII of 1913. The Company Manufacture bakery and cashew Kernels marine products, general merchandise items and computer software. the Indian

soyabean products, export of

1921 The Company obtained a priority of Certificate and imported new machinery thereby becoming the first biscuit company in India to install and run a gas oven plant.

1924 A new factory was established at Kasara Pier Road in Mumbai. In the same year, the Company became a subsidiary of Peek, Frean & Co. Ltd., U.K., a leading biscuit manufacturing company, and further strengthened its position by expanding the factories at Calcutta and Mumbai.

1939-45 A large part of the Company's production was diverted to war effort on account of World War II and at times as much as 95% of the total capacity was booked for the production of Service Biscuit. 1951 19,779 Equity shares issued to acquire the Delhi Biscuit Co. Ltd. In August 1,53,234 Bonus equity shares issued in the proportion 1:1. 1952 The Calcutta Factory was shifted from Dum Dum to spacious grounds at Taratola suburbs of Calcutta. During the same year automatic plants were in 1954. 1954 Road in the installed there and later in Mumbai

The development of high quality sliced and wrapped bread in India was pioneered by the Company and was first manufactured at Delhi. 1,53,234 Bonus equity shares issued in the proportion 1:2.

1961 Manufacture of bread was started in Mumbai and a new bread bakery was set up at Delhi in 1965. 2,29,851 Bonus equity shares issued in the proportion 1:2. 1966 In May 1966, 3,06,468 Bonus equity shares issued in the proportion 4:9. 1968 On 14th May, 6,64,014 Bonus equity shares issued in the proportion 2:3. 1970 9,96,021 Bonus equity shares issued in the proportion 3:5. 1976 Britannia bread was introduced in Calcutta and Chennai.18,59,239 Bonus equity proportion 7:10 in April. 1978 After the issue of shares to the Indian public, the non-resident holding in the Company was reduced to less than 40%.18,00,000 Equity shares issued at a premium of Rs 5 per share 4,06,286 shares offered as rights to resident Indian shareholders in proportion 1:5. 43,714 shares offered to the Company's employees; 1,00,000 shares to UTI and 50,000 shares each to LIC and GIC were reserved for allotment and 11,50,000 shares offered to the public during January/February. 1979 With effect from 3rd October, the name of the Company was changed from the Britannia Biscuit Co., Ltd., to Britannia Industries Ltd. shares issued in the

1980 The Company signed a 10 year technical collaboration agreement with Nebico Pvt. Ltd., Nepal, for the supply of know-how relating to manufacturing, packaging and plant and machinery. 1982 25,26,118 Bonus equity shares issued in proportion 2:5. marketing of biscuits and selection of

1986 The turnover increased by 19.4% over the the previous year to Rs 192.15 crores. terms of volume, registered a satisfacotry growth. Sales of biscuits, in Good Day, a new biscuit launched during the year

met with good market response. Production of bread at Delhi unit was adversely affected due to launched pure refined cooking oil under the brand name of Vital. 35,36,565 Bonus shares issued in proportion 2:5 during July 1987. 1987 In (16 months), the total sales turnover increased on an annualized basis by 38.7% over the previous year. Increase in sales of bakery and soya products divisions and higher cashew exports helped to realise higher sales. With the introduction of some more brands during the year, the total biscuit brands of the bakery division reached The soya products division introduced a range of extruded products under the FEAST. 1989 The Company launched new brand of biscuit, namely, `CIRCUT'. Another brand PURE MAGIC was extended nationally and posta badam was added to GOOD DAY range of biscuits. Bread production and affected for some time at Delhi factory due to industrial unrest. 61,88,989 Bonus shares issued in proportion 1:2. 1990 Two new brands of biscuits,Elaichi Creamand Petit Beurre were launched. Also, a new cashew badam variant of the brand Milk Bikis and brand extension of Pure magic biscuit Vanilla cream were launched. Fruit bread was launched in Delhi and was well received. 1991 The Company launched two new speciality brands viz., Britannia milk bread and Britannia brown bread in Delhi and extended nationally its main brands Petit Beurre and elaichi cream.On 17th August, the Company handed over to SM Dychem Ltd, its soya unit at Vidisha, MP.The Company proposed to invest in the equity capital of Britco Company Pvt. Ltd., a joint venture with JMRPCO Ltd., Hongkong, for manufacture of beverage bases and essence for Coca Cola, Fanta & Sprite and to export processed snack foods. brand name VITAL

1992 The Company launched a new brand of biscuit, namely `Little Hearts' which carved a niche in the market. 1993 The Company launched new brand of biscuit, namely, `Fifty-Fifty'.Bread market remained depressed. To revive the market, the Company launched a speciality brand viz. Premium Bake' in both Delhi and Mumbai. During the year, the company has started exporting Basmati Rice under the name `Britannia Indian Pearl'. 1994 During the year, the bakery division launched `Bakers Choice' a sweet biscuit and semi-sweet biscuit aimed at fitness concious consumers. 1995 Under the `Pure Magics' Umbrella, the company launched a new sandwich cream biscuit with two-inone flavour viz. double cream and this was well received in the market. In the cake market, under the premium segment, the company launched with Groupe Danone's technological input a Swissroll Cake Mini Roule which was also met with good response. 1996 Mariegold biscuits registered quantum growth in volumes and milk bikis milk cream launched during the year was well received. Despite general slow down in the 1997 The Biscuit industry has been dereserved which would not only remove restriction on increasing capacity but would also provide opportunities of growth through new products and efficient production systems. The Company undertook to diversify into cheese and dairy whitner. The Company launched `Tiger' range of biscuits for mass market category, `Jim-Jam' and Chekkers' in the premium segment. The Company also launched Butter in Delhi during the year. Britannia Industries (BIL) is one of the largest bakery in the private sector and a household name in food products. Britannia Industries Ltd (BIL) will shortly enter the cheese and milk products market with an alliance proposed between itself and the Mumbai-based Dynamix Dairy Ltd. Britannia Industries Ltd is all set to launch a new corporate identity and a total revamp of its product portfolio, with strategic inputs from an international strategic design and brand repositioning company Shining Strategic Design. economy the company's profits improved. Thinlite' a light

1998 Food major Britannia Industries Ltd (BIL) has signed a wage agreement with the Maharashtra General Kamgar Union (MGKU), providing an average wage increase for 1,000 workers employed in the biscuit manufacturing unit at Reay Road, Mumbai. The company has launched Half/Half, a soft cake filled with cream in two variants, chocolate-vanilla and vanilla-orange. Half/Half comes in a twin-cake pack (Rs.6) and a tray pack containing five cakes. Britannia Industries Ltd has launched a festival offer for Britannia Dairy Whitener in Kerala. A India rating has been signed to the Rs.100-crore secured non Britannia Industries Limited (BIL). convertible debenture issue from

1999 Britannia Industries Ltd has rolled out its flavoured milk brand `Zip-Sip' in tetrapaks. Zip-Sip has been launched in Mumbai and some markets in the South. Britannia Industries, launching the country's first branded flavoured milk is another step towards its goal of becoming a dairy-products giant. In a move meant to sharply increase its India-profile, knowledge major' Encyclopaedia Britannica Inc plans to come out - for the first time - with India and south Asia-specific volumes targeted at school children as well as institutions and the general `knowledge-seeker'. 2000 Britinnia Industries has launched consumer promotion scheme Britannia Khao, Cricketer Ban Jao' on May 1st. Britannia Industries, in its second coming in the Indian dairy market under the Milkman' brand, is introducing a range of products many in desi flavours to woo the Indian consumer. The Company has launched Vita Mariegold, a semi-sweet biscuit which reportedly has 10 essential vitamins, milk protein and 58 cereals. Britannia's Milk Bikis Funland biscuits an innovative extension of the Milk Bikis brand.

The Industry is set to start bread-manufacturing factories in Kochi, Hyderabad and the region's market potential. The Company has become the first

Chennai to tap

company to take its products to the

Net in the form of a video file. Britannia Industries has launched Britannia Milkman Butter, a product under the Milkman brand. The Company has appointed Tata Energy Research Institute (Teri) for a power audit. FITCH rating India Pvt. Ltd has reaffirmed the Ind AAA rating assigned to the Rs products Milkman Cold Coffee and 1000 million non convertible debenture program of Britannia Industries Ltd. The Company has launched two new dairy Milkman Sweet lassi. Britannia Industries Ltd. has introduced a new range of traditional namkeens called Britannia Snaz in Mumbai.

2001 Britannia Industries has launched Britannia Milkman Milk in Delhi.- Biscuits major Britannia Industries will fund its in-principle agreement to acquire 49 per cent of accruals. 2002 Britannia Industries Ltd announced on March 26, 2002 that it has entered into a joint venture with the Fonterra Cooperative Group, New Zealand's biggest company and one of the leading diary cooperative groups in the world. Britannia's new COO is Nikhil Sen. 2003 Board of Directors of Britannia Industries Ltd has passed a resolution to terminate the employment of Mr S K Alagh as Managing Director of the company with immediate effect. The management of Britannia Industries has roped in John Miller, a Danone representative, as additional director on its board. Britannia New Zealand Foods, a joint venture of Britannia Industries and Fonterra Co-operative group of New Zealand has launched Britannia MilkMan fresh milk. Britannia's Non-convertible Debentures have been rated AAA by Fitch Rating India as Stable Outlook Britannia Industries has appointed Mr. Nikhil Sen, Chief Operating Officer as the manager. 2004 Britannia Industries Ltd has informed that pursuant to the approval of the shareholders of the Company at the AGM held on August 08, 2003 and the subsequent application to the Cochin Stock Exchange Ltd., the said stock exchange has delisted the securities of the Company with effect from November 15, 2003. Britannia Industries Ltd reviews marketing alliance with the Kolkata-based Thacker Dairy Products. 2005 Britannia New Zealand launches health drink for adult 2006 Britannia Industries Ltd has forged a strategic alliance with CCD Daily Bread Pvt Ltd a Bangalore based Company engaged in manufacturing and retailing of premium to eat foods and snacks. Britannia Industries Ltd has appointed Mr. Stephan Gerlich as a Director. Britannia Industries Ltd has informed that Mr. Durgesh Mehta has joined the Company as the Chief Financial Officer (CFO) with effect from November 16, 2006. breads, cakes and high end ready Kwality Biscuits through internal

Tiger, launched in 1997, became the largest brand in Britannia's portfolio in the very first year of its launch and continues to be so till today. Tiger has grown from strength to strength and the reinvigoration in June 2005 and more recently, in Apr 2008 has further helped bolster its growth in the highly competitive glucose biscuit category Tiger is a Glucose biscuit, which comes with the added goodness of wheat and milk. It is for modern mothers who play an enabling role for their children to compete in today's world and thus want the best. Now Tiger Glucose has been fortified with "Iron Zor" with an attempt towards addressing the Iron Deficiency crisis the children Of India face. Over the years, Tiger has become the mass-market face of Britannia symbolising fun and energy in both urban and rural India, and transcending glucose biscuits. Tiger Coconut: Delicious Coconut Flavoured Energy Biscuits, launched in 2001. Tiger Cream: Was introduced in 2002 at just Rs 5 per pack. Tiger Cream is now available country. Chota Tiger: Is an extension of brand Tiger launched nationally in May, 2007. It is mini sized poppable glucose biscuit with coloured sugar sprinkling. It comes in two variants: Milk Sparkies and Choco Sparkies. Tiger Banana : Britannia is committed to help secure every child's right to Growth & Development through good food every day. Purposefully taking forward the credo of 'Eat Healthy, Think Better ', we have launched a new variant under our power brand TIGER - TIGER BANANA - power packed with IRON ZOR & and with the delightful taste of banana. Britannia Good Day was launched in 1986 in two delectable avatars - Good Day Cashew and Butter. Over the years, new variants were introduced - Good Day Pista Badam in 1989, Good Day Chocochips in 2000 and Good Day Choconut in 2004. This rich biscuit enjoys a fan following of consumers across all ages, loyal to the brand promise of a great taste evident from the visibly abundant ingredients. Good Day is amongst the fastest growing brands in Britannia's portfolio and is today the market leader with almost 2/3 share of the market. The brand is synonymous with everyday treats that infuse happiness into people's daily lives. After two decades of magnificent success; it was time to give the nation yet another reason to have a good day. Abundance, goodness, indulgence and now unrestrained joy - that is the message of this new campaign. The new TT ad is the uncontrollable expression of the ticket collector's happiness and joy that is stimulated by consumption of the cookie, that spreads cheer amongst the people around him in Orange, Elaichi, Chocolate, Pineapple, Strawberry and Butterscotch flavours, and promises to bring more fun and more energy to children across the

creating an atmosphere of shared joy that's unorchestrated and straight from the heart. The celebration was taken to the IPL as Good day cheered along with a million cricket fans in the stadiums, each screaming and proclaiming "Ho gaya re Good Day". The dazzling brilliance of this endeavour, the contagious rhythm needs to be lived and spread through the nation, making 'Iska toh ho Gaya Re Good Day' a part of the common lingo and a way of life. Good Day truly believes laughter and happiness are infectious, it transcends race, caste creed unifying humanity in an inclusive emotion. The brand perseveres to infuse cheer, hearten the nation and enliven lives. With its rightful place on the front page of The Times of India, Good Day gifts the nation a priceless treasure, that of spreading JOY! With a brand name like 50-50, can the product be anything but fun? Launched in 1993, 50-50 belongs to the family of crackers and is considered the "very very tasty tasty" snack. Britannia 50-50 is the leader in its category with more than one-third of market share. The versatile and youthful brand constantly aims to provide a novel and exciting taste experience to the consumer. As a result, in 2001, the delicious Maska Chaska was launched as a variant of the original brand and became an instant success. Kids may dislike drinking milk, but they love Britannia Milk Bikis! Milk Bikis has been trusted by mothers as a source of growth energy of milk and their loyalty to the brand has made it an integral part of their children's nutrition regimen In 1996, Milk Bikis launched a variant called Milk Cream. These round biscuits come with smiley faces and are full of milk cream that makes them very popular with children. Milk Cream also promoted the idea of 'eating milk' in a yummy way, which makes mothers happy as well To keep pace with the demands of the new generation and to bring milk nutrition to the masses in a delightful form, Milk Bikis, went one step further in the last quarter of 2006 in providing not just energy but developmental fuel for children. With a unique and attractive honeycomb design and an enhanced product experience, the new biscuit is now fortified with SMART NUTRIENTS - 4 vital vitamins, iron and iodine, proven to aid mental and physical development in growing kids. Britannia's oldest brand enjoys a heritage that spans the last 50 years - and going strong. In a market swamped with me-too products and where even the name 'Marie' has become generic, Britannia Marie Gold has maintained its stronghold. Today, the ever-popular Marie Gold is synonymous with the 'Tea Time Biscuit'. Its taste, crispiness and lightness make it a must for every tea break. It is the #1 brand in its category by a long shot.

SHAREHOLDING PATTERN OF THE COMPANY

No. of shareholders Total no. of shares No. of shares in demat form %

1 1 2 6 -

450 300 750 12173219 -

450 450 1392319 -

0 0 0 50.96 -

12173219 8 12173969

1392319 1392769

50.96 50.96

25 20 9 24 78 497

1680226 15519 2639980 2777550 7113275 259334

1679296 13295 2639703 2777550 7109844 237767

7.03 0.06 11.05 11.63 29.77 1.09

24706 36 7 25246 25324 25332

3476728 862529 4328 4602919 11716194 23890163

2432135 524870 4328 3199100 10308944 11701713

14.55 3.61 0.02 19.27 49.04 100