BRITANNIA Company Overview

The story of one of India's favorite 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. 1. 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. Britannia's 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 by contracting it to supply large quantities of "service biscuits" to the armed forces. 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, Britannia Biscuit Company was re-christened Britannia Industries Limited (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 preeminent 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

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New Business Division formed a joint venture with Fonterra, the world's second largest Dairy Company, and Britannia New Zealand Foods Pvt. Ltd. was born. In recognition of its vision and accelerating graph, Forbes Global rated Britannia 'One amongst the Top 200 Small Companies of the World', and The Economic Times pegged Britannia India's 2nd Most Trusted Brand. 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 Cheese. Having succeeded in garnering the trust of almost one-third of India's one billion population and a strong management at the helm means Britannia will continue to dream big on its path of innovation and quality. And millions of consumers will savour the results, happily ever after. For the year ended 31st March 2008, 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 2006-07. 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 mark during 2007-08. This business has doubled in two years. In an intensely competitive biscuit environment, all ³Power Brands² of the Company recorded double digit growth, with Tiger and Good Day growing in excess of 20%. The Company¹s 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 Banana with ³iron-zor², fortified Milk Bikis, renovated MarieGold and Nutrichoice Digestive. To tap the more indulgent consumers, your Company launched Good Day Classic Cookies, while continuing to roll out individual consumption packs at the highly affordable Rs. 5 price point. 2

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, consumers, dealers , suppliers, bankers and employees. It has established an excellent track record in terms of its financial performance and dividends distributed to its shareholders. This has been adequately demonstrated with the Company's topline growing from Rs 10,301 Mn in 1999 to Rs 26,176 Mn in 2008, 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 2007-08, giving a CAGR of 19.1%. As at 31st March 2008, the issued and paid up capital of Britannia amounts to 23, 890,163 equity shares having a nominal value of Rs 10 each. The shareholder base is about 25,300 in number

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MILESTONES OF THE COMPANY
1892 The Genesis - Britannia established with an investment of Rs. 295 in Kolkata 1910 1921 Advent of electricity sees operations mechanized Imported machinery introduced; Britannia becomes the first company East of the Suez to use gas ovens 1939 – 44 Sales rise exponentially to Rs.16,27,202 in 1939 During 1944 sales ramp up by more than eight times to reach Rs.1.36 crore 1975 1978 1979 1983 1989 1992 1993 1994 1997 Britannia Biscuit Company takes over biscuit distribution from Parry's Public issue - Indian shareholding crosses 60% Re-christened Britannia Industries Ltd. (BIL) Sales cross Rs.100 crore The Executive Office relocated to Bangalore BIL celebrates its Platinum Jubilee Wadia Group acquires stake in ABIL, UK and becomes an equal partner with Groupe Danone in BIL Volumes cross 1,00,000 tons of biscuits Re-birth - new corporate identity 'Eat Healthy, Think Better' leads to new mission: 'Make every third Indian a Britannia consumer' BIL enters the dairy products market 1999 2000 2001 Britannia Khao World Cup Jao" - a major success! Profit up by 37% Forbes Global Ranking - Britannia among Top 300 small companies BIL ranked one of India's biggest brands No.1 food brand of the country Britannia Lagaan Match: India's most successful promotional activity of the year Maska Chaska: India's most successful FMCG launch 2002 BIL launches joint venture with Fonterra, the world's second largest dairy company Britannia New Zealand Foods Pvt. Ltd. is born Rated as 'One amongst the Top 200 Small Companies of the World' by Forbes Global Economic Times ranks BIL India's 2nd Most Trusted BrandPure Magic -Winner of the Worldstar, Asiastar and Indiastar award for packaging 2003 Treat Duet'- most successful launch of the year Britannia Khao World Cup Jao rocks the consumer lives yet again 2004 Britannia accorded the status 4

of being a 'Superbrand' Volumes cross 3,00,000 tons of biscuits Good Day adds a new variant - Choconut - in its range 2005 Re-birth of Tiger - 'Swasth Khao, Tiger Ban Jao' becomes the popular chant! Britannia launched 'Greetings' range of premium assorted gift packs The new plant in Uttaranchal, commissioned ahead of schedule. The launch of yet another exciting snacking option - Britannia 50-50 Pepper Chakkar 2007 Britannia industries formed a joint venture with the Khimji Ramdas Group and acquired a 70 percent beneficial state in the Dubai-based Strategic Foods International Co. LLC and 65.4% in the Oman-based Al Sallan Food Industries Co. SAOG 2008 Britannia launched Iron fortified 'Tiger Banana' biscuits, 'Good Day Classic Cookies', Low Fat Dahi and renovated 'MarieGold'

COMPANY HISTORY
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1918 The Company was Incorporated on 21st March, as a public limited company under the Indian Companies Act, VII of 1913. The Company Manufacture bakery and soyabean products, export of cashew Kernels marine products, general merchandise items and computer software. 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 Road in the suburbs of Calcutta. During the same year automatic plants were installed there and later in Mumbai in 1954.

1954

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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 shares issued in the 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.

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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 marketing of biscuits and selection of plant and machinery. 1982 25,26,118 Bonus equity shares issued in proportion 2:5. 1986 The turnover increased by 19.4% over the the previous year to Rs 192.15 crores. Sales of biscuits, in terms of volume, registered a satisfacotry growth. 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 27. The soya products division introduced a range of extruded products under the brand name VITAL 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

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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. 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 Thinlite' a light semi-sweet biscuit aimed at fitness concious consumers.

1995 Under the `Pure Magics' Umbrella, the company launched a new sandwich cream biscuit with two-in-one 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.

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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 economy the company's profits improved. 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. 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 Ind AAA rating has been signed to the Rs.100-crore secured nonconvertible debenture issue from Britannia Industries Limited (BIL).

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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 Chennai to tap the region's market potential.The Company has become the first 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 1000 million non convertible debenture program of Britannia Industries Ltd. The Company has lauched two new dairy products Milkman Cold Coffee and Milkman Sweet lassi. Britannia Industries Ltd. has introduced a new range of traditional namkeens called Britannia Snaz in Mumbai.

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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 Kwality Biscuits through internal 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 co-operative 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 of the company . 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 Pvt Ltd

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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 breads, cakes and high end ready 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.

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KEY EMPLOYEES OF THE COMPANY

Name Mr. Nusli Neville Wadia Ms. Vinita Bali Mr. A.K.Hirjee Dr. Ajai Puri Mr. Avijit Deb Mr. Jeh N Wadia Mr. Keki Dadiseth Mr. Nimesh N Kampani Mr. Pratap Khanna Mr. S.S.Kelkar

Designation Chairman Managing Director Director Director Director Director Director Director Director Director

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LOCATION DETAILS - BRITANNIA INDUSTRIES

Location Type Office

Address Executive Office: Britannia Gardens Airport Road Vimanapura Bangalore - 560017 Karnataka - India Phone : 66928000 Fax : 25263265 Email : madanv@britindia.com Internet : N.A. Plot No. 1, Sector 1 Integrated Industrial Estate (IIE) Pant Nagar, Tehsil/Taluk Udham Singh Nagar Di Uttaranchal - India Phone : Fax : Email : N.A. Internet : N.A. Reay Road (East), Mumbai - 400010 Maharashtra - India Phone : Fax : Email : N.A. Internet : N.A. Sandhu Farms P O Box No. 18 Nainital District - 263153 Uttar Pradesh - India Phone : Fax : Email : N.A. Internet : N.A. Sanchi Vidisha Road Vidisha - 464001 15

Factory/plant

Factory/plant

Branch Office

Factory/plant

Madhya Pradesh - India Phone : Fax : Email : N.A. Internet : N.A. Branch Office Village Fazipur Mehrola Nainital District - 0 Uttar Pradesh - India Phone : Fax : Email : N.A. Registered Office Internet : N.A. 5/1A, Kolkata - 700017 West Bengal - India Phone : 22872439, 22872057 Fax : 22872501 Email : bguha@britindia.com Factory/plant Internet : N.A. 15, Taratola Road Kolkata - 700088 West Bengal - India Phone : Fax : Email : N.A. Factory/plant Internet : N.A. MTH Road, Chennai (Madras) - 600050 Tamil Nadu - India Phone : Fax : Email : N.A. Factory/plant Internet : N.A. Plot No. 1, Sector 1 Integrated Industrial Estate (IIE), Pant Nagar, Tehsil/Taluk, 16

Rudrapur Kichha, Udham Singh Nagar Di Uttaranchal - India Phone : Fax : Email : N.A. Factory/plant Internet : N.A. Reay Road (East), Mazagaon Mumbai - 400010 Maharashtra - India Phone : Fax : Email : N.A. Registered Office Internet : N.A. 5/1A, Hungerford Street, Kolkata - 700017 West Bengal - India Phone : 22872439, 22872057 Fax : 22872501 Email : investorrelations@britindia.com Internet : N.A.

PRODUCTS & SERVICES

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 17

its growth in the highly competitive glucose biscuit category

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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 Creams : Was Introduced in 2002 at just Rs 5 per pack. Tiger Cream is now available in Orange, Elaichi, Chocolate, Pineapple, Strawberry and Butterscotch flavours, and promises to bring more fun and more energy to children across the 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 everyday. 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 18

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 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.

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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.

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Need For Study:In India brittania is one of biggest brand & preminent food brand of the country. The main aspect or need for study to know about the present financed position of the company. To know about the employee relations & their commitment towards the company. To gather the information regarding distribution of its products. To determine global expansion of the company.

Objectives Of The Study: To know about the status of the competitors.  To analyse the business level strategy of the company.

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 To analyse the financial performance of the company  To know about the experts view of the company.  To determine sales activities by understanding customers business.  To analyse strengths and weakness of the company.  To know about the key employees of the company.

Data sources

The source of study is secondary data. The company information is collected from various websites related to BRITANNIA retail. • • • • www. BRITANNIA.com www.moneycontrol.com www.financialexpress.com. www.wikipedia.com 22

• • • •

www.indianfinancelevel.com www.companyreviews.com www.webindia.com www.businesstimes.com

Company website: www.BRITANNIAretail.net

Limitations Of Study: Reliability is not guaranteed.  Secondary data can be general and vegue and maynot really help companies with decision making.  The data may be old and out of data.  The company publishing the data may not be reputable.

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FINANCIAL STATEMENT
Balance sheet
(Rs crore)

Mar ' 08 Mar ' 07 Mar ' 06 Mar ' 05 Mar ' 04 Sources of funds Owner's fund Equity share capital Share application money Preference share capital Reserves & surplus Loan funds Secured loans Unsecured loans Total Uses of funds Fixed assets Gross block Less : revaluation reserve Less : accumulated depreciation Net block Capital work-in-progress Investments Net current assets Current assets, loans & advances Less : current liabilities & provisions Total net current assets Miscellaneous expenses not written Total Notes: Book value of unquoted 23.89 731.92 1.94 104.16 861.91 453.18 212.19 240.99 9.69 380.83 554.84 347.67 207.17 23.23 861.91 380.81 24 23.89 590.93 1.53 3.25 619.60 392.12 193.75 198.37 16.03 320.05 382.61 323.03 59.58 25.58 619.60 352.55 23.89 525.20 1.62 7.74 558.45 315.37 174.81 140.56 11.08 359.86 349.10 318.22 30.88 16.06 558.45 392.33 23.89 419.63 6.14 449.66 250.35 154.39 95.95 31.70 330.08 278.07 320.37 -42.30 34.24 449.66 228.56 25.11 405.91 39.19 470.21 273.51 146.07 127.44 0.86 291.32 239.96 235.67 4.29 46.30 470.21 291.28

investments Market value of quoted investments Contingent liabilities Number of equity sharesoutstanding (Lacs)

2.93 169.55 238.90

2.12 102.63 238.90

2.88 67.24 238.90

2.02 61.24 238.90

1.41 58.55 251.12

Cash flow
(Rs crore)

Mar ' 08 Mar ' 07 Mar ' 06 Mar ' 05 Mar ' 04 Profit before tax 232.26 118.41 200.71 220.24 184.39 Net cashflow-operating activity 63.13 87.08 64.90 192.46 82.59 Net cash used in investing activity -130.31 59.05 -37.41 -45.18 39.47 Netcash used in fin. activity 53.08 -49.15 -36.17 -140.51 -185.96 Net inc/dec in cash and equivlnt -14.10 96.98 -8.68 6.77 -63.90 Cash and equivalnt begin of year 238.91 141.93 150.61 9.86 73.76 Cash and equivalnt end of year 224.81 238.91 141.93 16.63 9.86

Profit loss account
(Rs crore)

Mar ' 08 Mar ' 07 Mar ' 06 Mar ' 05 Mar ' 04 Income: Operating income 2,587.86 2,199.32 1,713.34 1,587.57 1,439.61 25

Expenses Material consumed Manufacturing expenses Personnel expenses Selling expenses Adminstrative expenses Expenses capitalised Cost of sales Operating profit Other recurring income Adjusted PBDIT Financial expenses Depreciation Other write offs Adjusted PBT Tax charges Adjusted PAT Non recurring items Other non cash adjustments Reported net profit Earnigs before appropriation Equity dividend Preference dividend Dividend tax Retained earnings

1,563.79 1,404.58 1,008.64 899.46 767.10 244.96 212.30 162.42 204.39 194.39 90.53 76.71 73.07 71.64 82.06 363.20 303.67 209.75 157.64 167.39 93.06 73.37 58.50 70.51 67.24 2,355.54 2,070.62 1,512.38 1,403.63 1,278.18 232.32 128.70 200.96 183.94 161.44 24.07 15.67 13.38 19.49 15.81 256.39 144.37 214.34 203.43 177.24 9.73 8.90 5.09 2.10 6.05 29.08 25.27 21.72 18.97 22.40 9.72 217.57 110.20 187.53 182.35 139.07 41.26 10.76 54.29 57.95 65.59 176.31 99.44 133.25 124.40 73.48 -3.95 5.89 8.90 34.44 38.93 18.64 2.32 4.28 -8.99 6.39 191.00 107.65 146.43 149.85 118.80 251.00 157.65 196.43 199.85 168.80 43.00 35.84 35.84 33.45 27.23 7.31 6.09 5.03 4.69 3.49 200.69 115.73 155.57 161.71 138.08

Capital structure
(Rs crore)

From Year 2007 2006 2005 2004 2003

To Year 2008 2007 2006 2005 2004

Class Of Authorize Share Equity Share Equity Share Equity Share Equity Share Equity d Capital 50.00 50.00 50.00 50.00 50.00

Issued Capital

Paid Up Shares (Nos)

Paid Up Face Value 10 10 10 10 10

Paid Up Capital 23.89 23.89 23.89 23.89 25.11

23.89 23890163 23.89 23890163 23.89 23890163 23.89 23890163 25.11 25112050

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2002 2001 1999 1989 1988

2003 2002 2001 1999 1989

Share Equity Share Equity Share Equity Share Equity Share Equity Share

50.00 50.00 50.00 50.00 20.00

25.90 25904276 26.85 26850450 27.85 27850450 18.57 18566967 12.38 12378000

10 10 10 10 10

25.90 26.85 27.85 18.57 12.38

Ratios
(Rs crore)

Mar ' 08 Mar ' 07 Mar ' 06 Mar ' 05 Mar ' 04 Per share ratios Adjusted EPS (Rs) Adjusted cash EPS (Rs) Reported EPS (Rs) Reported cash EPS (Rs) Dividend per share Operating profit per share (Rs) Book value (excl rev res) per share (Rs) Book value (incl rev res) per share (Rs.) Net operating income per share (Rs) Free reserves per share (Rs) 73.80 85.98 79.95 92.12 18.00 97.24 306.65 306.65 1,083.23 294.86 27 41.62 52.20 45.06 55.64 15.00 53.87 246.65 246.65 920.60 234.99 55.78 64.87 61.29 70.38 15.00 84.12 223.12 223.12 717.17 211.46 52.07 60.01 62.27 70.21 14.00 76.99 171.32 171.32 664.53 159.66 29.26 42.05 47.31 60.10 11.00 64.29 153.20 153.20 573.28 142.11

Profitability ratios Operating margin (%) Gross profit margin (%) Net profit margin (%) Adjusted cash margin (%) Adjusted return on net worth (%) Reported return on net worth (%) Return on long term funds (%) Leverage ratios Long term debt / Equity Total debt/equity Owners fund as % of total source Fixed assets turnover ratio Liquidity ratios Current ratio Current ratio (inc. st loans) Quick ratio Inventory turnover ratio Payout ratios Dividend payout ratio (net profit) Dividend payout ratio (cash profit) Earning retention ratio Cash earnings retention ratio Coverage ratios Adjusted cash flow time total debt Financial charges coverage ratio Fin. charges cov.ratio (post tax) Component ratios Material cost component (% earnings) Selling cost Component Exports as percent of total sales Import comp. in raw mat. consumed Long term assets / total Assets Bonus component in equity capital (%)

8.97 7.85 7.31 7.86 24.06 26.07 29.99 0.14 87.69 5.73 1.60 1.23 0.72 9.98 26.34 22.85 71.47 75.51 0.51 26.34 23.61 59.76 14.03 0.44 0.09 0.53 91.82

5.85 4.70 4.86 5.63 16.87 18.26 19.32 0.01 99.22 5.63 1.18 1.17 0.51 12.88 38.94 31.54 57.84 66.39 0.03 16.22 15.94 65.41 13.80 0.66 0.20 0.58 91.82

11.72 10.46 8.48 8.97 24.99 27.47 34.97 0.01 98.32 5.43 1.10 1.07 0.47 11.79 27.90 24.30 69.34 73.64 0.06 42.14 34.06 59.58 12.24 0.65 0.19 0.59 91.82

11.58 10.39 9.25 8.92 30.39 36.34 41.58 0.01 98.63 6.34 0.86 0.83 0.40 14.13 25.63 22.73 69.35 73.40 0.04 96.71 80.74 56.04 9.92 2.51 5.03 0.62 91.82

11.21 9.65 8.16 7.25 19.09 30.87 33.66 0.09 91.66 5.93 1.02 0.76 0.44 14.69 25.86 20.35 58.19 70.91 0.37 29.32 25.96 54.20 11.62 0.37 1.69 0.61 92.22

28

Annual Performance 2007-08 For the year ended 31st March 2008, 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 2006-07. Operating Margin increased by 307 basis points to 7.5%.

Exceptional items for the year include Rs 130.5 Mn towards amortisation of VRS costs. Earnings per Share are Rs. 80 compared with Rs.45.1 last year The Company witnessed all round growth in key categories with Biscuits recording sales of Rs.

29

23,299 Mn. Bread, Cake and Rusk business crossed the Rs. 2,700 Mn mark during 2007-08. This business has doubled in two years. In an intensely competitive biscuit environment, all ³Power Brands² of the Company recorded double digit growth, with Tiger and Good Day growing in excess of 20%. The Company¹s 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 business continued to face inflationary pressure in key raw materials such as wheat flour, refined palm oil, skimmed milk powder and other dairy products, as well as energy costs. These were more than offset on the cost side through operational and procurement efficiencies, productivity improvements, cost reduction programs and on the revenue side through improved product mix and higher realisation, aided by strong consumer off take. britannia has an excellent track record of rewarding its shareholders. The company has an uninterrupted record of distributing dividends for several decades. The dividends declared over the last 10 years are as under: Year 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Dividend Percentage 40.00 40.00 50.00 55.00 45.00 55.00 75.00 100.00 110.00 140.00 150.00 150.00 180.00

30

Bonus History Year 1961 1966 1968 1971 1976 1984 1987 1990 2000 Bonus Particulars 1 equity share for every 2 shares held 4 equity shares for every 10 shares held 2 equity shares for every 3 shares held 2 equity shares for every 3 shares held 7 equity shares for every 10 shares held 2 equity shares for every 5 shares held 2 equity shares for every 5 shares held 1 equity share for every 2 shares held 1 equity share for every 2 shares held

Comparison with Competitors

31

Last Price Market Cap.
(Rs. cr.)

Sales Net Profit Total Assets Turnover 1,592.30 3,127.11 170.96 588.03 123.90 143.47 95.08 188.33 180.40 -2.14 0.94 10.50 -32.05 1.39 646.36 861.92 77.67 272.44 82.15 482.41 56.82

GlaxoSmith Con Britannia Lotte India Heritage Foods SKM Egg Product Agro Dutch Ind Sita Shree Food

930.95 1,565.55 525.00 81.65 18.10 11.45 10.35

3,915.16 3,740.12 197.99 94.14 47.66 38.43 22.81

Balance sheet
------------------- in Rs. Cr. ------------------GlaxoSmith Mavens Kwality Britannia Nestle Biotech Con Dairy Mar '08 Dec '08 Dec '07 Mar '08 Mar '07 32

Sources Of Funds Total Share Capital Equity Share Capital Share Application Money Preference Share Capital Reserves Revaluation Reserves Networth
Secured Loans

Unsecured Loans Total Debt Total Liabilities

23.89 96.42 23.89 96.42 0.00 0.00 0.00 0.00 731.92 376.93 0.00 0.00 755.81 473.35 1.94 0.82 104.16 0.00 106.10 0.82 861.91 474.17 Britannia Nestle Mar '08 Dec '08

42.06 42.06 0.00 0.00 604.29 0.00 646.35 0.00 0.00 0.00 646.35 GlaxoSmith Con Dec '07 523.68 297.65 226.03 17.31 297.84 194.82 27.36 32.17 254.35 62.15 61.50 378.00 0.00 243.65 29.17 272.82 105.18 0.00 646.36 7.03 153.69

10.99 10.99 0.00 0.00 3.39 0.00 14.38 0.00 0.00 0.00 14.38 Mavens Biotech Mar '08 4.52 0.39 4.13 0.53 0.37 5.95 2.84 0.10 8.89 1.17 0.00 10.06 0.00 0.02 0.69 0.71 9.35 0.00 14.38 0.00 13.09

18.20 18.20 0.00 0.00 1.99 0.00 20.19 13.79 0.85 14.64 34.83 Kwality Dairy Mar '07 17.18 10.28 6.90 0.00 0.00 17.91 24.02 0.51 42.44 16.96 0.68 60.08 0.00 31.43 0.69 32.12 27.96 0.00 34.86 11.78 11.09

Application Of Funds Gross Block Less: Accum. Depreciation Net Block Capital Work in Progress Investments Inventories Sundry Debtors Cash and Bank Balance Total Current Assets Loans and Advances Fixed Deposits Total CA, Loans & Advances Deffered Credit Current Liabilities Provisions Total CL & Provisions Net Current Assets Miscellaneous Expenses Total Assets Contingent Liabilities Book Value (Rs) 453.18 212.19 240.99 9.69 380.83 301.53 46.33 43.54 391.40 163.22 0.23 1,404.8 5 651.85 753.00 109.17 34.90 434.91 45.59 12.66 493.16 162.67 181.03

554.85 836.86 0.00 0.00 247.02 582.44 100.65 677.32 1,259.7 347.67 6 207.18 -422.90 23.23 0.00 861.92 474.17 169.55 84.90 316.37 49.09

33

Profit & Loss account
------------------- in Rs. Cr. ------------------GlaxoSmith Mavens Kwality Britannia Nestle Con Biotech Dairy Mar '08 Dec '08 Dec '07 Mar '08 Mar '07 Income Sales Turnover Excise Duty Net Sales Other Income Stock Adjustments Total Income Expenditure Raw Materials Power & Fuel Cost Employee Cost Other Manufacturing Expenses Selling and Admin Expenses Miscellaneous Expenses 1,546.74 2,153.8 5 22.78 159.76 90.53 314.58 73.46 471.61 30.44 154.94 113.41 270.50 32.03 0.00 0.02 0.14 19.71 0.27 0.06 141.75 3.22 0.86 0.64 1.11 0.37 2,617.66 4,472.0 4 29.80 143.39 4,328.6 2,587.86 5 20.12 29.88 -17.05 31.11 4,389.6 2,590.93 4 1,429.97 122.09 1,307.88 31.67 27.34 1,366.89 20.77 0.00 20.77 0.12 0.25 21.14 149.61 0.00 149.61 0.07 6.81 156.49

222.18

382.26 736.73 74.00 81.40 34

Preoperative Exp Capitalised Total Expenses

0.00 2,338.49

0.00 3,519.7 8

0.00 1,072.93 GlaxoSmith Con Dec '07 262.29 293.96 4.61 289.35 43.49 0.00 245.86 0.02 245.88 82.46 162.68 601.32 0.00 50.47 8.58 420.56 38.68 120.00 153.69

0.00 20.20 Mavens Biotech Mar '08 0.82 0.94 0.00 0.94 0.09 0.00 0.85 0.00 0.85 0.30 0.54 20.21 0.00 0.39 0.00 109.92 0.49 3.00 13.09

0.00 147.95 Kwality Dairy Mar '07 8.47 8.54 1.91 6.63 0.89 0.08 5.66 0.00 5.66 1.93 3.73 6.20 0.00 0.00 0.00 182.00 2.05 0.00 11.09

Britannia Nestle Mar '08 232.32 252.44 9.73 242.71 29.08 0.00 213.63 18.64 232.27 41.26 191.00 791.74 Dec '08 839.98 869.86 1.64 868.22 92.36 0.00 775.86 0.00 775.86 238.74 534.08 1,365.9

Operating Profit PBDIT Interest PBDT Depreciation Other Written Off Profit Before Tax Extra-ordinary items PBT (Post Extra-ord Items) Tax Reported Net Profit Total Value Addition Preference Dividend Equity Dividend Corporate Dividend Tax Per share data (annualised) Shares in issue (lakhs) Earning Per Share (Rs) Equity Dividend (%) Book Value (Rs)

2 0.00 0.00 43.00 409.77 7.31 69.64

238.90 964.16 79.95 55.39 180.00 425.00 316.37 49.09

35

TEN YEAR FINANCIAL STATISTICS : 1999 - 2008 Rs. million As at / Year ended 31st March 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 Assets employed Fixed assets less Depreciation & Amortisation Investments Net current assets Miscellaneous expenditure Financed by Equity shares Reserves & Surplus Loan funds Profits and appropriations Sales Profit before Depreciation, Amortisation 735 962 1,369 1,630 1,722 2,251 2,645 2,218 1514 172 189 240 261 224 190 217 253 2,723 291 2,432 (109) 2,323 413 1,910 430 73 and Tax Depreciation and Amortisation 159 Profit before tax and 576 Exceptional items Exceptional items Profit before tax * Taxation Profit after tax Dividends Tax on dividend Debenture Redemption Reserve 576 180 396 102 11 10,30 11,69 13,32 14,51 13,49 14,70 16,15 18,17 23,17 1 8 5 0 1 5 4 9 1 26,177 186 279 279 269 259 251 239 61 239 94 239 48 239 7,319 1,061 8,619 1,308 1,586 2,123 3,430 3,653 4,059 4,196 5,252 5,909 1,170 1,098 1,762 1,846 1,545 392 2,664 2,963 4,164 5,545 5,457 4,702 4,496 5,585 6,196

1,353 1,306 1,588 1,632 1,481 1,283 1,338 1,516 2,144 1,293 1,470 2,156 3,104 2,969 2,913 3,301 3,599 3,200 18 65 122 257 163 592 217 747 260 43 463 (485) 309 342 161 596 256

2,507 3,808 2,072 232 8,619

2,664 2,963 4,164 5,545 5,457 4,702 4,496 5,585 6,196

790 1,180 1,390 1,461 2,027 2,455 2,001 1,261 (19) 261 510 125 14 (41) 1,201 434 153 16 47 36 559 201 14 12 482 251 32 18 (183) (252) 656 272 35 715 334 47 6 543 358 50 (77) 108 358 61 -

771 1,139 2,591 1,473 1,844 2,203 2,007 1,184 705 2,032 991 1,188 1,488 1,464 1,076

Retained earnings

283

371

489 1,564 692

910 1,117 1,056 657

1,407

Cash flows
------------------- in Rs. Cr. ------------------Mavens Mount GlaxoSmith Britannia Biotech Everest Con Mar '08 Net Profit Before Tax Net Cash From Operating Activities Net Cash (used in)/from Investing Activities Net Cash (used in)/from Financing Activities Net (decrease)/increase In Cash and Cash Equivalents Opening Cash & Cash Equivalents Closing Cash & Cash Equivalents 12 mths 232.26 63.13 -130.31 53.08 -14.10 Mar '08 12 mths 0.84 0.11 -0.12 0.00 -0.01 Mar '08 12 mths -6.17 -10.23 -69.84 71.23 -8.84 Dec '08 12 mths 284.09 130.67 23.38 -54.57 99.48

Nestle Dec '08 12 mths 772.83 723.57 -251.92 -375.22 96.43

The Directors present their Annual Report together with the Statement of Accounts for the year ended March 31, 2008. 37

1. FINANCIAL RESULTS Rs. Mn Particulars Year ended 31st March 08 Gross Turnover and Other Income Profit before Finance Cost, Depreciation & amortisation and Exceptional items Finance Cost Profit before Depreciation and Exceptional Items Depreciation and Amortisation Exceptional items Profit before tax Less: Tax Net Profit Add: Profit brought forward Profit available for appropriation Less: Dividend on Equity Shares Less: Tax on Dividend Less: Transfer to General Reserve Balance carried forward to Balance Sheet 2. COMPANY PERFORMANCE 38 600 600 73 1,407 61 557 430 358 109 2,323 413 1,910. 600 2,510 77 1,184 108 1,076 500 1,576 291 253 2,723 97 1,514 89 2,820 1,603 26,679 Year ended 31st March 07 23,487

For the year ended 31st March, 2008, your 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 to Rs. 1,076 Mn in 2006-07. 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 mark during 2007-08. This business has doubled in 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%. Your Companys innovation forays have successfully addressed new benefit clusters and Nutri Choice Digestive has claimed its position in the health and vitality space. Your Company continues to maintain its leadership edge in 6 out of 7 key product segments, the only exception being Glucose. The business continued to face inflationary pressure in key raw materials such as wheat flour, refined palm oil, skimmed milk powder and other dairy products, as well as energy costs. These were more than offset on the cost side through operational and procurement efficiencies, productivity improvements, cost reduction programs and on the revenue side through improved product mix and higher realisation, aided by strong consumer off take. Exceptional items for the year include Rs. 130.5 Mn towards amortisation of VRS costs. Earnings per share is Rs. 80 compared to Rs. 45 last year.

3. DIVIDEND

39

The Board of Directors is pleased to recommend a dividend of 180% onthe paid up equity share capital of the Company, which works out to Rs.18 per share, for consideration and approval by the shareholders at theAnnual General Meeting. The total payout amounts to Rs. 503 Mnncluding dividend distribution tax of Rs. 73 Mn. 4. BUSINESS OUTLOOK After several years of strong GDP growth, the Indian economy is witnessing a slowdown. We enter the new financial year, in the midst of a serious food crisis globally, which has led to high inflation in all staples like wheat, rice, corn, pulses etc. We expect this supply constrained inflationary environment to dampen industry growth in the coming year. In this scenario, your Company will continue to pursue a strategy to identify and exploit profitable growth opportunities by increasing the consumer preference and consumption of Britannia brands, leveraging the three growth vectors of brand, geography and channel. The key themes pursued by your Company are to increase brand relevance and differentiation, improve availability, structurally building capability and efficiencies to be cost competitive. The overall level of brand and infrastructure investment has increased with both national and regional players pursuing aggressive growth in an increasingly competitive market. From a consumer perspective, several new dimensions have opened up as others have gained strength, spurred by lifestyle and life stage choices. Your Company will continue to focus on providing a range of enjoyable and healthy choices to consumers. 5. BRAND INVESTMENT All Power Brands - Tiger, Good Day, Milk Bikis, Treat, MarieGold, 50:50 and NutriChoice saw significant investment in increasing preference and purchase and secured double digit growth. Your Company also introduced several new and renovated offerings in Tiger, Good Day, Treat and MarieGold. The health and nutrition platform was buttressed by Tiger Banana with iron-zor, fortified Milk Bikis, renovated MarieGold and NutriChoice 40

Digestive. To tap the more indulgent consumers, your Company launched Good Day Classic Cookies, while continuing to roll out individual consumption packs at the highly affordable Rs. 5 price point. 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. 6. INTELLECTUAL PROPERTY RIGHTS (IPR) Last year we reported the creation of the IPR Committee of the Board to monitor and direct the Companys IPR. The key issue addressed by the Committee was the unauthorised use by Generate Biscuit, a subsidiary of Groupe Danone, of your Companys Tiger brand in five countries and registration in a large number of other countries. Based on legal advice, your Company initiated proceedings against Generale Biscuit, and its Associates in Singapore and Malaysia. Further, during the year, Groupe Danone divested its biscuit business worldwide (with the exception of India and Latin America) including Generale Biscuit, in favour of M/s Kraft Inc. USA and your Company continues to pursue the return of its Tiger IPR under the direction of the Committee. 7. MANUFACTURING OPERATIONS Following the significant addition to manufacturing capacity in the previous year, the focus in 2007- 08 was to increase responsiveness and cost effectiveness of the supply chain. Several technology innovation projects to secure cost and quality advantages and support introduction of differentiated products were completed. New technology

41

based products were successfully manufactured using equipment designed internally. During the year your Company filed for 2 patents. Uttarakhand factory continued to perform at high efficiency levels and reached full capacity utilisation of 5,000 Tonnes/month. Overall conversion costs were reduced due to efficiency and productivity improvements in manufacturing. Capacity for Bread, Cakes and Rusks was also expanded with a greenfield, state of the art, cake manufacturing facility in Assam. With a view to optimise capacities and manufacturing cost, your Company, in April 2008, offered a Voluntary Retirement Scheme (VRS) to workmen at its Chennai unit. The same was accepted by all the workmen and consequently manufacturing operations have been suspended. 8. QUALITY STANDARDS Notable progress was made in quality, the drive for ongoing quality training, including the development of an e-learning portal. The vendor quality improvement program was intensified and the continuous grinding in of quality practices at all manufacturing units formed a key plank of building a quality culture. A retail audit system was rolled out to monitor quality of products at point of sale. 9. INFORMATION TECHNOLOGY Several initiatives were undertaken to enhance business performance, enabled by IT infrastructure and processes. These included availability of timely and granular information to improve planning and performance measurement in manufacturing, logistics, distribution, sales and quality. Information protection infrastructure and systems were significantly strengthened. With the objective of securing the best IT competencies, higher service levels for users, better infrastructure management and inflation proofing cost, IT was outsourced in its entirety to Hewlett Packard (HP) with a lock in period of 3 years. 10. ENVIRONMENT AND SAFETY 42

The drive to reduce energy consumption through process innovations and technology upgradation continued during the year. Burner efficiency improvement was achieved through use of magnetic resonance energisers for fuel. Recycling of the waste heat was extended to manufacturing locations as also the usage of alternate energy sources like gas which was extended wherever available, including Delhi factory as well as contract packers. Your Company has filed an application for availing carbon reduction benefits under the Clean Development Mechanism of the Ministry of Environment and Forests, Government of India as part of the United Nations Framework for Climate Change Control (UNFCCC) for the Delhi factory. 11. CORPORATE SOCIAL RESPONSIBILITY The partnership your Company has created with Global Alliance for Improved Nutrition (GAIN) and the Naandi Foundation to supply iron fortified Tiger biscuits to supplement the Mid-Day Meal program in schools, has been recognised as a unique program globally by GAIN. This prompted the World Bank Institute to write a case study and your Company was invited to make a commitment to the Clinton Global Initiative, a non-partisan catalyst for action that brings together a community of global leaders to devise and implement solutions for some of the worlds pressing challenges like nutrition. Iron deficiency among Indian children is a key cause of school dropouts as well as decreased productivity. Based on the experience from the Britannia-GAINNaandi partnership, your Company created a new offering for all consumers - Tiger Banana, a delightful banana biscuit fortified with vitamins and minerals. In keeping with its core essence of Swasth Khao Tan Man Jagao, your Company constantly strives to find sustainable opportunities to drive home the message of nutrition and good food habits among children at the right age. Britannia is committed to help secure every childs right to growth and development through good food everyday. Its largest power brand, Tiger, is also being rolled out, fortified with iron.

43

Your Company was also the first in the industry to remove trans fat from most its biscuits as yet another meaningful step in offering products that are both healthy and enjoyable. 12. PENSION The Britannia Industries Limited Covenanted Staff Pension Fund (Trust) received a Show Cause Notice from the Commissioner of Income Tax, Kolkata, asking the Trust to show cause why the recognition granted to the Trust should not be withdrawn for refund of excess contribution of Rs. 121.2 Mn to the Company. The matter has been dealt with in note No. 29 of Schedule T to the Accounts, which is self explanatory. 13. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE Details of energy conservation, technology absorption, foreign exchange earnings and outgoings in accordance with the provisions of clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of the Particulars in the Report of Board of Directors) Rules, 1988, are given as an annexure to the Directors Report. 14. CONSOLIDATED FINANCIAL RESULTS Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standard 21(AS-21) issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company with that of its Subsidiaries, Joint Ventures and Associates. As required by Clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report. The Consolidated turnover and net profits of the Company for the year ended 31st March, 2008 were Rs. 28,099 Mn and Rs. 1,774 Mn respectively. 15. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES

44

Your Directors present herewith a broad overview of the operations and financials of its Subsidiaries, Joint Ventures and Associates. Subsidiaries Investment and Holding Companies M/s Boribunder Finance and Investments Private Limited (Boribunder), M/s Flora Investments Company Private Limited (Flora) and M/s Gilt Edge Finance and Investments Private Limited (Gilt Edge) form the Investment Associates of your Company. During 2007-08, M/s Boribunder Finance and Investments Private Limited (Boribunder) became a wholly owned subsidiary of your Company. The combined revenue and loss of investment companies for the year ended 31st March, 2008 was Rs. 24 Mn and Rs 14 Mn respectively. The losses are due to provision for diminution in value of investments. Further, pursuant to Section 4 of the Companies Act, 1956, the following companies engaged in manufacture of biscuits at various locations are also deemed to be subsidiaries of your Company. The Gross Income and Net Profit of the said subsidiaries during 2007-08 are as under: Name of Subsidiary Gross Net Profit/ Income (Loss) Rs.Mn International Bakery Products Limited, TC Balam, Tamil Nadu J B Mangharam Foods Private Limited, Gwalior Manna Foods Private Limited, Bangalore Ganges Vally Foods Private Limited, Kolkata Sunrise Biscuit Company Private Limited, Guwahati Britannia and Associates (Mauritius) Private Ltd. Britannia and Associates (Mauritius) Private Ltd, (BAMPL) a Company formed in Mauritius is the holding Company of Britannia and Associates (Dubai) Private Co. 45 83 (0.3) 96 0.6 30 1.6 98 (7.4) 106 Rs.Mn 3.5

Ltd, (BADCO) a Jebel Ali Free Zone Company, which in turn holds strategic investments in Strategic Food International Co. LLC, Dubai and Al Sallan Food Industries Company SAOG, Oman. The combined revenue and loss of the holding companies for the year ended 31st December, 2007 was USD 0.62 Mn and USD 0.77 Mn respectively. Joint Ventures Britannia New Zealand Foods Private Limited (BNZF) BNZF, the Joint Venture with M/s Fonterra Co-operative Group Limited of New Zealand is engaged in the business of dairy products, comprising cheese, skimmed milk powder, butter and ghee. BNZF brands are available nationally and lead the cheese segment. For the year ended 31st March 2008, BNZF recorded a turnover of Rs. 1,424 Mn and incurred a net loss of Rs. 51 Mn compared to a turnover of Rs. 1,186 Mn and a net loss of Rs. 112 Mn in the previous year. Strategic Foods International Co. LLC, Dubai (SFIC) Your Company acquired 70% stake in SFIC in March 2007. For the year ended 31st December, 2007, SFIC recorded a turnover of AED 104.02 Mn and operating profit (before finance charges and depreciation) of AED 6.48 Mn and Net Loss of AED 3.14 Mn. During 2007 the business encountered severe cost challenges due to unprecedented increases in market prices of all key commodities like flour, skimmed milk powder, etc. The Company has implemented several cost effectiveness programs which, together with efficient buying, managed to contain part of the input cost inflation. Al Sallan Food Industries Company SAOG, Oman (Al Sallan) RO 3.24 Mn for the year ended 31st December, 2007. Both these acquisitions have given your Company the opportunity, infrastructure and competence to effectively compete in the rapidly growing markets of the Middle East. Daily Bread Gourmet Foods (India) Private Limited (Daily Bread) Daily Bread, another acquisition made last year, is engaged in the business of premium bakery 46 Your Company

acquired 65.5% stake in Al Sallan in March 2007. Al Sallan recorded a turnover of

products. The Company registered a growth of 47% last year. It has continued to focus on expanding its retail presence as well as drive institutional business through addition of new customers. As a part of this strategy, new manufacturing facilities were set up in Delhi and Hyderabad while expanding capacity at Bangalore. Welfare Companies M/s Britannia Employees General Welfare Association Private Limited, M/s Britannia Employees Educational Welfare Association Private Limited and M/s Britannia Employees Medical Welfare Association Private Limited are the three other associates of your Company. These are companies limited by guarantee and have no share capital. These have been set up for general, educational and medical welfare of the employees of your Company. 16. CORPORATE GOVERNANCE In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, a separate report on Corporate Governance along with the Auditors Certificate on its compliance is attached to this Report. 17. DIRECTORS Consequent to taking over as Chairman of the Finance Commission constituted by the Government of India, Dr. Vijay Kelkar resigned as Director of your Company with effect from 31st December, 2007. Your Board records its deep gratitude and appreciation for the various contributions made by Dr. Kelkar during his association with the Company. Mr. Georges Casala resigned as a Director of your Company with effect from 28th May, 2008. Your Board records its deep gratitude and appreciation for the various contributions made by Mr. Casala during his association with the Company. Your Board appointed Mr. Philippe Loic Jacob as an Additional Director at its meeting on 28th May, 2008. Mr. Jacob will hold office upto the date of the forthcoming Annual General Meeting of the Company.

47

In accordance with the provisions of the Companies Act 1956 and the Articles of Association of the Company, Mr. S S Kelkar, Mr. Pratap Khanna, Mr. Nusli N Wadia and Mr. Francois-Xavier Roger, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for reappointment. 18. PARTICULARS OF EMPLOYEES Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and forming part of the Directors Report for the year ended 31st March, 2008 is also given in the annexure to this report. 19. AUDITORS M/s. Lovelock & Lewes retire in accordance with the provisions of the Companies Act, 1956. They have indicated their willingness to continue in office and are recommended for reappointment as the Companys Auditors for the ensuing year. 20. DIRECTORS RESPONSIBILITY Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, your Directors, based on representations from the Operating Management, confirm that: I. In the preparation of annual accounts, the applicable accounting standards have been followed and there are no material departures; II. They have, in selection of the accounting policies, consulted the statutory auditors and applied these policies consistently, making judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2008 and of the profit of the Company for the year ended 31st March, 2008; III. They have taken proper and sufficient care, to the best of their knowledge and ability, for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; IV. They have prepared the annual accounts on a going concern basis.

21. ACKNOWLEDGEMENTS 48

The Directors would like to thank all stakeholders, namely, customers, shareholders, dealers, suppliers, bankers, employees and all other business associates for the continuous support given by them to the Company and its management.

49

Top competitors of company
 HERITAGE  PRIYAGOLD  PURE FOOD  PARLE-G  NESTLE  GALXOSMITH CON

Status of the competitors
Last Price Market Cap.
(Rs. cr.)

Sales Net Profit Total Assets Turnover 1,592.30 3,127.11 170.96 588.03 123.90 143.47 95.08 188.33 180.40 -2.14 0.94 10.50 -32.05 1.39 646.36 861.92 77.67 272.44 82.15 482.41 56.82

GlaxoSmith Con Britannia Lotte India Heritage Foods SKM Egg Product Agro Dutch Ind Sita Shree Food

930.95 1,565.55 525.00 81.65 18.10 11.45 10.35

3,915.16 3,740.12 197.99 94.14 47.66 38.43 22.81

Generally all organizations have competitors in the market. A particular organization always comprises with other same business and according to market share we clarify the brand of product is giving more challenge to my product. I found many products which can be compared with Britannia Biscuit. As a conclusion I found that particularly in my provided area Britannia is really doing well and its performance is on surprising level. During the field work and after intensive

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study it was found that main competitor of PRIYAGOLD biscuits is BRITANNIA as the market leader. In my provided area the share of the market is as follows. BRITANNIA PRIYAGOLD PARLE-G PURE FOOD OTHERS 48% 20% 16% 8% 8%

When we compared with other businesses then we follow the quality, price, distribution system, promotional strategy etc. of the competitors Britannia in this area is doing well. So this is the comparison with other biscuits brands. According to our findings we found that BRITANNIA is the market leader followed by BRITANNIA biscuits. These two biscuits companies the lion's share in the 2,200 crore biscuits industry.

Expert views:
Britannia Industries-the market leader in the biscuits industry with a 34% share in value terms-is back on the stock market analyst’s radar. After having been through uncertain times, especially at the management level, analysts seem to be glad at the emerging clarity. This is despite the biscuit industry facing intense competition and players like ITC and Priyagold taking the battle to Britannia. Overall, in volume terms, the company was impacted as there were supply constraints in the second half of FY08. Hence, when the industry grew by around 7% (in volume terms) in FY08, 51

Britannia recorded a 2.8% growth. This was largely due to reduction in pack sizes across brands. As players fight it across segments, Britannia has been concentrating on the premium category where it recorded more than 20% growth in Goodday and Tiger brands in FY08. It will work on extending the Tiger brand with new variants like Tiger Banana, Tiger Cream, while also introducing newer Goodday variants. Analysts at Motilal Oswal Research expect more lifestyle products, focus on modern retail and cost efficiencies ahead for Britannia. Focus on the premium segment also allows the company to be flexible on pricing, thereby protecting it against rising commodity prices. Recently, it undertook a 2-12% price hike across brands by way of pack size reduction and absolute price increases in order to ward off the continued rise in prices of wheat, vegetable oil and sugar. It reported a 350bp increase in gross margins and 320bp increase in EBITDA margins for FY08. Reduction in pack sizes helped here, as it cut material costs directly and also saw a 380bp decline in excise duty. The fact that the company is sitting on a treasure trove in the form of its real estate assets also attracts analysts. However, these investments do not directly translate into earnings for Britannia. Also, analysts are now looking at the ability to deliver price hikes on a consistent basis, and maintain margins as well, as its working capital requirements have grown by three times in FY08. This, if not stemmed, could have a serious dent on net earnings.

Product News

19 June 2009
We've made some changes to our mortgage range this week. Visit our mortgage section to get a clear idea of what we can do for you. We've also introduced two new fixed rate ISAs to expand our ISA range. Please be aware that the products are limited issues and may be withdrawn at any time.

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Of course it's not just our new products we're proud of! We're very proud of our continuing range. Why not take a look at what we have to offer in

SWOT ANALYSIS

Strength • Fulfill one of our Basic Requirement among Air , Water , Food, Shelter • • • Widely accepted in all Generations Easily available in various forms Provide good Instant Remedy for

Weakness • • • • Decreases nutritional value Increases the cost of food product Industry and technology requires high investment Regular usage of processed food can cause alteration in health

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hunger in the form of readymade food • Preserves the non seasonal food and makes it available all

throughout the year Opportunities • • • • • • • Increase economy of India Generate employment opportunity Good quality of Goods Provide competition to foreign companies Improve living standard Provide goods to nation at • • cheaper rate Inflow of foreign reserve and funds for the govt.(taxes) • • Threats • Many oriented Increase in pollution Sometimes provide poor quality of product for more profit Lack of technology Unable to utilize all the resources efficiently companies are result

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EXPORTS OF THE COMPANY

• • • • • • • • • •

USA GHANA SAUDI ARABIA KUWAIT BAHRAIN OATAR SEYCHELLES SINGAPORE OMAN UAE

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MAJOR FINDINGS

1. Britannia is one of the biggest brand & permanent food brand in India. 2. Britannia was established with an investment of Rs.295 in Kolkata. 3. Britannia Company preserves the non seasonal food and makes it available all throughout the year. 4. Company distributed dividend percentage increases Rs.40.00 to Rs.180.00. 5. A large part of the company’s production of service biscuits. 6. In 1983 company sales cross Rs.100 Crores. 7. Britannia Company having high volume assets among its competitors. 8. Britannia Company one amongst top 200 small companies of the world. 9. Britannia company growth has been increasing year by year. 10. The company maintain issued capital & paid up capital in 1988 50 2004 changes but in the year of 2005 to 2008 company maintain some standard. 11. Company may cause to increase in pollution. 12. Company increases the cost of food product. 13. Regular usage of processed food can cause alteration in health. 14. Company sometimes provides poor quality of products for more profit. 15. Company some time unable to utilize all the resources efficiently.

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SUGGESTIONS

1. Britannia Company must maintain good environment condition. 2. Company maintains proper usage of raw material value. 3. The company has to concentrate on nutritional value by that they will attract more customers. 4. The company has to take control measures to reduction of cost. 5. Company must use the recent technology for increases the sales volume. 6. Company must decrease the cost of food product.
7. Company must follow the some measures to decrease in pollution.

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CONCLUSION
Britannia is one of the biggest biscuit company in India. Britannia company products are popular any where in India. Company having high volume assets among its competitors. Company preserves the non-seasonal food and makes it available all throughout the year. Company distributed dividend and company growth have been increases year by year. Company has well dedicated management team to efficiently lead the company always to the next level. So, Britannia to hold their leadership positions in the market for long term. Finally Britannia Company is the best company when compare to other companies.

Reference:

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• • • • • • • •

www. BRITANNIA.com www.moneycontrol.com www.financialexpress.com. www.wikipedia.com www.indianfinancelevel.com www.companyreviews.com www.webindia.com www.businesstimes.com

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