BOARD OF DIRECTORS

Your Board of Directors are pleased to present the 107^th Annual Report of Britannia Industries Limited (‘Britannia’ or the ‘Company’) along with the Audited Financial Statements for the Financial Year ended 31 March 2026 (‘FY 2025-26’).

I. FINANCIAL PERFORMANCE a. Standalone Financial Highlights

The Audited Standalone and Consolidated Financial Statements for FY 2025-26 prepared in accordance with the applicable provisions of the Companies Act, 2013 (the ‘Act’), the Indian Accounting Standards (‘Ind AS’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations, 2015’) along with the Auditor’s Reports, form part of the Annual Report.

An Ordinary Resolution for Adoption of the Audited Financial Statements for FY 2025-26 and the Reports of the Board of Directors and the Auditors thereon, forms part of the Notice of the 107^th Annual General Meeting (‘AGM’) of the Company.

Further, pursuant to Section 136 of the Act and Regulation 46(2) of the SEBI Listing Regulations, 2015, the Audited Standalone and Consolidated Financial Statements and all the other documents required to be attached thereto are available on the website of the Company at https://www.britannia.co.in/investors/ financial-performance/annual-report and are also

available for inspection at the Registered Office of the Company on all the working days (between 9:30 A.M. IST to 5:30 P.M. IST). Any Member desirous of inspecting the same may write to the Company at investorrelations@britindia.com.

Overview of the Company’s Performance

While FY 2025-26 faced headwinds from geopolitical tensions in the Middle East and persistent commodity inflation, the GST rate rationalisation acted as a critical counterweight, supporting consumer demand and enabling a robust economic growth.

In this environment, your Company delivered a steady performance by strengthening sales and distribution capabilities, sustaining brand investments, accelerating innovation & adjacencies along with timely mitigation measures such as adoption of alternative fuel and prudent inventory management supported by appropriate hedging strategies.

Key Performance Highlights:

• Revenue from Operations:

Britannia continued its growth trajectory with Consolidated Revenue from Operations increasing to ' 19,151.59 Crores in FY 2025-26 compared to ' 17,942.67 Crores in the previous financial year. This was driven by improved execution in core categories and growth in alternate channels, especially E-commerce.

• Net Profit:

Britannia continued to deliver higher profits with Consolidated Net Profit increasing to ' 2,533.49 Crores in FY 2025-26 compared to ' 2,178.73 Crores in the previous financial year, aided by continued focus on cost efficiencies.

• Sales & Distribution:

During the year, Britannia continued to strengthen its sales and distribution network through improved outlet servicing, enhanced rural reach and focused interventions across key geographies.

• Consumer Engagement:

During the year, Britannia strengthened consumer engagement across its portfolio through impactful campaigns, contemporary communication and enhanced media presence across multiple platforms. Focused engagement initiatives and targeted activations further reinforced brand salience in both core and emerging categories.

• Innovation and Premiumisation:

Your Company advanced its innovation journey with consumer centric product launches across Biscuit, Cake, Dairy and adjacent categories. Focus also remained on premiumisation of core brands through differentiated offerings, superior formats and enhanced consumer experiences.

• Healthy Product Portfolio:

During the year, Britannia expanded its range of 'better-for-you' products through nutrition-led, millet-based and other healthier offerings across categories, providing consumers with more wholesome and fibre-rich options without compromising on taste and quality.

• Cost Efficiency Programs:

During the year, Britannia continued to implement a series of structural cost efficiency programs across the value chain aimed at strengthening cost competitiveness and protecting margins amidst a volatile cost environment. These interventions included measures to increase manufacturing productivity & energy efficiency, optimise packaging, rationalise freight & distribution costs and other process improvements.

• Sustainability:

At Britannia, sustainability is integrated into its operations through renewable energy adoption, resource efficiency, responsible sourcing, packaging optimisation and community development programs, aligning environmental responsibility with operational efficiency and long-term cost sustainability.

• People and Capabilities:

Britannia nurtures a culture rooted in its values of INVITi)NG, IGNITi)NG, CREATi)NG and RESPECTi)NG its People. During the year, the Company undertook various initiatives across leadership development, capability building, employee well-being and strengthened its agile operating structures to support long-term growth and execution excellence. These efforts reflect the Company’s commitment to building enriching careers while shaping a resilient and future-ready organisation.

d. Subsidiary, Associate and Joint Venture Companies

During the year under review, there was no change in the number of Subsidiaries, Associates and Joint Venture Companies. Highlights of their financial performance are given in Form AOC-1, prepared in accordance with Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 which forms part of the Annual Report.

Further, the contribution of each of the Subsidiaries, Associates and Joint Venture Companies to the overall performance of the Company is given in Note No. 48 of the Consolidated Financial Statements of the Company which forms part of the Annual Report.

Pursuant to Section 136 of the Act and Regulation 46(2) of the SEBI Listing Regulations, 2015, the Financial Statements of the Subsidiary Companies are available on the website of the Company at

https://www.britannia.co.in/investors/financial-performance/subsidiaries-accounts and are also available for inspection at the Registered Office of the Company on all the working days (between 9:30 A.M. IST to 5:30 P.M. IST). Any Member desirous of inspecting or obtaining a copy of the same may write to the Company at investorrelations@britindia.com.

e. Dividend

The Board of Directors of your Company at their Meeting held on 7 May 2026, recommended a Final Dividend of ' 90.50/- per Equity Share of face value of ' 1/- each for FY 2025-26, for approval of the Members of the Company. An Ordinary Resolution seeking approval of the Members for Declaration of the Final Dividend for the Financial Year ended 31 March 2026 forms part of the Notice of the 107^th AGM of the Company.

The Dividend, if declared, will be paid to the Members holding equity shares as on record date i.e., Friday, 31 July 2026, within the statutory timelines after deduction of applicable taxes.

The recommendation of Dividend is in accordance with the Dividend Distribution Policy of the Company adopted as per Regulation 43A of the SEBI Listing Regulations, 2015 and is available on the Company’s website at https://www.britannia.co.in/investors/ dividend distribution policy.

f. Reserves

Your Company does not propose to transfer any amount to its general reserves for FY 2025-26.

g. Share Capital

During the year under review, there was no change in the Paid-Up Equity Share Capital of the Company.

h. Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations, 2015, the Management Discussion and Analysis Report for FY 2025-26, forms part of the Annual Report.

i. Material Changes and Commitments Affecting the Company

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, other than those that have been disclosed and/or accounted for in the Financial Statements, as required, -xa

These recognitions reflect the strong culture of continuous improvement, safety and high-performance standards embedded across Britannia’s manufacturing and supply chain operations.

Your Company continues to strengthen sustainable and technology-enabled manufacturing practices across its operations to enhance efficiency, consistency and responsible resource utilisation. The details of initiatives relating to energy conservation, renewable energy and technology adoption are provided in Annexure A to this Report.

b. Environment, Health and Safety

At Britannia, Environment, Health and Safety (‘EHS’) is embedded as a core business value guided by the principle that all incidents and adverse environmental impacts are preventable. Your Company follows a proactive, risk-based approach to manage workplace hazards and environmental impact across its operations. This approach supports a safe and responsible workplace while ensuring operational efficiency and sustainable growth.

During the year, your Company undertook targeted initiatives to strengthen its EHS framework across its manufacturing operations and to integrate safety, health and environmental excellence into its day-to-day operations. The key initiatives include:

• Risk Identification and Control: Enhanced Hazard Identification & Risk Assessment (HIRA) and Jam Risk Assessments were undertaken across operations. Critical safety controls were reinforced through strict implementation of Permit to Work (‘PTW’) and Lockout-Tagout ('LOTO') systems for non-routine activities.

• Machine Process Safety: Focused interventions were undertaken across high-risk operations to reduce operational risk exposure and ensure workplace safety.

• Safety Culture: Deployment of Behaviour-Based Safety (BBS) initiatives across select locations, supported by leadership-led shop floor engagement through daily GEMBA walks and workplace safety improvement programmes across all sites to strengthen safety culture.

• Process Safety Governance: Implementation of structured mechanisms including Pre-Start-Up Safety Reviews (PSSR), Management of Change (MOC) and Factory Acceptance Tests (FAT)

to ensure safe commissioning and controlled execution of operational changes.

• Digital EHS Systems: Digital LOTO and E-PTW systems were piloted at select locations to enhance monitoring, compliance and control over safety-critical maintenance activities.

• Employee Health: Strengthened Employee health monitoring systems through periodic medical council reviews led by Corporate and Occupational Health Centre (‘OHC’) teams to enable early identification of health risks and timely corrective interventions.

• Environmental Initiatives: Installation of solar panels and focused measures to ensure energy efficiency across manufacturing operations.

• Training and compliance: Structured training programmes, contractor safety management practices, incident reporting and investigation systems were further strengthened to improve safety discipline, employee capability and ensure compliance with all the applicable laws and standard operating procedures.

Awards and Recognitions

Your Company continues to uphold the globally recognised standards for occupational health & safety and environmental management systems.

Our manufacturing units continue to be certified under ISO 45001:2018, reflecting strong adherence to internationally benchmarked Occupational Health and Safety Management practices. In addition to this, several manufacturing units are certified under ISO 14001:2015, underscoring the Company’s continued focus on compliance with internationally recognised Environmental Management Standards.

During the year, Britannia’s factory at Ranjangaon, Maharashtra was honoured with the ‘Employee Training Campaign & Safety Awareness Excellence’ Award. Furthermore, six of its manufacturing units were recognised at the ‘CII EHS Excellence Awards’, reflecting the Company’s continued commitment to highest standards of Environment, Health and Safety management practices.

For details of our Environment related initiatives, please refer to the 'Sustainability Performance' Section of this Report and the Business Responsibility and Sustainability Report (BRSR), which forms part of the Annual Report.

c. Quality : From Source to Shelf

Quality and food safety have been central to your Company’s operations for over a century. This commitment is embedded across the Value Chain, from sourcing of ingredients and packaging materials to the factories where products are crafted with care, supported through robust distribution network that ensures proper storage, handling and transportation to safeguard product quality and finally to how consumers experience your Company’s products in the marketplace.

Your Company continues to invest in capability building, digital systems and quality assurance across the value chain, strengthening the trust that consumers place in Britannia. The key pillars of the Company’s Quality and Food Safety Framework are given below:

Quality at Source: Suppliers’ Governance

Your Company recognises that product quality begins well before manufacturing, i.e., with the suppliers who provide ingredients and packaging materials that form the foundation of every Britannia product. These suppliers are selected through a comprehensive evaluation and qualification process and are required to adhere to the Britannia’s Supplier Code of Conduct and Sustainable Sourcing Policy, which mandate stringent standards on food safety & quality, regulatory compliance, ethical practices and responsible sourcing.

This is supported by a robust Vendor Quality Assurance Program (VQAP) that integrates food safety and quality standards across the Supply chain. Further, periodic supplier assessments are undertaken to evaluate suppliers’ adherence to regulatory compliances and good manufacturing practices, ensuring that only approved and compliant partners form part of Britannia’s ecosystem.

Quality at Source: Material Assurance

Your Company has established robust inspection and verification systems across its manufacturing units to ensure that all the ingredients and packaging materials procured meet defined quality standards and acceptance protocols. These controls ensure that ingredients and packaging materials are thoroughly checked before entering the production process.

Quality at the Factories: Manufacturing Excellence

Your Company follows a proactive, risk-based approach to quality management across all its manufacturing facilities. Regular on-site risk assessments, structured

problem-solving and continuous improvement initiatives foster a strong quality-driven culture across every stage of the production process.

During the year, technology-led interventions, including automation were leveraged to enhance process accuracy, operational efficiency and in-line quality controls across manufacturing locations. In a significant step towards strengthening in-line quality assurance, your Company deployed advanced vision systems across its factories for real-time defect identification, reducing reliance on manual inspection for critical quality checks. This intelligent system enables early detection and rectification of product irregularities, thereby improving consistency and reliability of the output. A similar technology is currently under pilot phase to detect packaging-related defects aimed at strengthening product integrity before it reaches consumers.

Your Company adheres to both National and International Standards ensuring compliance with globally recognised food safety and quality protocols. All your Company’s existing manufacturing units are FSSC/ISO-22000 compliant and strictly adhere to Food Safety and Standards Authority of India (‘FSSAI’) Regulations, which inter alia provides stringent hygienic and sanitary requirements for the food businesses. Furthermore, manufacturing units engaged in exports comply with the applicable International Regulations including those prescribed by the United States Food and Drug Administration (USFDA).

Quality in the Marketplace: Consumer Experience

Quality for your Company does not end at manufacturing, it is ultimately validated in the marketplace through consumer experience. Your Company ensures a positive and delightful consumer experience by actively listening to their feedback, acknowledging concerns and promptly responding to them with agility and care.

To enable this, your Company has developed and implemented a robust, technology-enabled Consumer Response Management (‘CRM’) system. This system is designed to transform the way Britannia engages with consumers by collecting and analysing consumer feedback through various channels such as consumer care cell, email, market research and social media platforms. It enables faster response time, more personalised support and seamless interaction across channels. The effectiveness of this system is reflected in numerous appreciation notes received from consumers for timely resolution of their concerns.

Your Company’s CRM system continues to be certified with ISO 10002:2018 standards, reflecting its adherence to ‘Global Standards on Quality Management for Complaints Handling in Organisations’. This certification underscores Britannia’s efforts for ensuring a responsive and efficient mechanism for addressing consumer concerns.

Further, a structured In-market Product Quality Compliance Check programme periodically assesses the quality and sensory performance of the products available in the market. These assessments provide actionable insights, enabling timely interventions and continuous quality improvements aligned with evolving consumer expectations.

d. Research and Development

Your Company’s Research & Development (‘R&D’) capabilities continue to play a pivotal role in driving product innovation and building a diversified portfolio towards its goal of becoming a ‘Global Total Foods Company’. During the year, your Company has undertaken several product innovation & renovation initiatives across health & wellness, indulgence, premium offerings and disruptive snacking formats, thereby responding to evolving consumer preferences across categories.

Health & Wellness Portfolio:

Your Company strengthened its Health & Wellness portfolio through new offerings aimed at everyday nourishment and 'better-for-you' choices such as ‘Milk Bikis SMART’, India’s 1^st DHA Enriched Biscuit with 16 Micronutrients, ‘NutriChoice 100% Millets’ Cookies made from Jowar, Foxtail and Ragi with no added sugar and no palm oil. Further, ‘Doodh Marie Gold’ was also introduced as a new variant of the classic ‘Marie Gold’ Biscuit, enriched with the goodness of Atta and Milk, offering a wholesome and nutritious proposition to Consumers.

Premium Indulgence & Format Innovation:

Your Company expanded its premium indulgence portfolio with the launch of ‘Pure Magic Choco Tarts’, a crunchy baked tart shell layered with rich choco creme and a delicate biscuit lid, available in ‘Milk Choco’ and ‘Hazelnut’ variants, with the Hazelnut variant blending rich cocoa with distinct nutty hazelnut notes to deliver a more indulgent taste experience.

Continuing its premiumisation journey, the iconic Britannia Bourbon was reimagined in an elegant,

rolled wafer format with a rich chocolate filling as ‘Bourbon Rolls’, delivering the much-loved Bourbon experience in a contemporary and refreshed format.

In the Cake category, your Company launched ‘Fudge !t Choco Brownies’ at an accessible price point of ' 20/-, delivering a rich chocolaty gooey experience, making it an affordable yet indulgent treat. The Layerz Cake range was also strengthened with the introduction of Orange and Butterscotch variants, expanding the portfolio beyond the existing chocolate offering to cater to evolving consumer tastes and preferences. Additionally, Veg ‘Fudge !t Choco Brownies’ and ‘Veg Plum Cake’ were also introduced to meet the needs of consumers seeking vegetarian indulgent options.

In the cracker segment, your Company strengthened the portfolio with the launch of Britannia 50 50 ‘Cheeze Dipped’, featuring a crunchy layered biscuit with a cheeze dip that elevates the snacking experience through its distinctive taste and texture. Building on this innovation, the Britannia 50 50 ‘Caramel Dipped’ variant was also introduced, offering a unique flavour for consumers seeking differentiated taste experiences. These additions reinforced the brand’s presence in the value-added snacking segment through format-led innovation.

Elevating the Core Portfolio through Renovations:

In addition to product innovation, your Company undertook targeted portfolio renovations across key brands such as Good Day, NutriChoice, Bourbon, Tiger Krunch with enhancement in taste, texture and overall product experience to remain aligned with evolving consumer preferences.

These wide-range initiatives across health & wellness, premium indulgence and portfolio renovations, reflect your Company’s R&D capabilities in supporting portfolio relevance and long-term value creation for its consumers.

R&D-Led Nutritional Enhancements:

During the year, your Company continued to leverage its R&D capabilities to drive improvements in the nutritional profile of its products through focused reformulations, resulting in an increase in Wholegrain content by ~269.47% per serving of product and reduction in Sugar and Sodium levels by ~3.50% and ~12.23% per serving of the product respectively, as compared to the baseline of FY 2018-19.

Packaging with Purpose:

Packaging plays a vital role in preserving product freshness, ensuring safety, enabling distribution at scale and communicating brand differentiation. Your Company therefore views packaging not merely as a functional requirement, but as a strategic lever for sustainability, innovation and consumer trust across the product lifecycle.

During the year, your Company strengthened its R&D-led packaging capabilities through advanced technologies and innovations in packaging materials, thereby balancing product safety with environmental responsibility.

In FY 2025-26, your Company strengthened its commitment to responsible packaging through the use of ~70.08% recyclable plastic packaging and ~59.65% recyclable laminates. Further as part of its ongoing commitment to sustainable packaging and Plastic Waste Management, your Company is advancing initiatives to incorporate post-consumer recycled (PCR) content into secondary packaging formats such as trays and overwraps.

These initiatives reflect the integration of product and packaging innovation, ensuring that packaging continues to support product quality and safety while also advancing environmental sustainability and addressing evolving consumer expectations for responsible packaging solutions.

Awards and Recognitions

The R&D Centre of your Company continues to uphold the highest standards of scientific quality and testing excellence, as reflected in its accreditation by the National Accreditation Board for Testing and Calibration Laboratories (NABL).

e. Brands: Where Technology, Culture and Purpose deepen Consumer Connections

During FY 2025-26, Britannia’s brands moved beyond conventional communication to create immersive consumer experiences powered by technology, cultural relevance, premium innovation and purposeful storytelling. Across categories, your Company strengthened its connections with over 180 million households by blending Al-led engagement, pop-culture integration, regional resonance and nutrition-led propositions to remain present in consumers’ everyday lives. Some of the key Marketing Campaigns of the year are as follows:

Al-Powered Innovation Drives Bourbon’s Cultural Relevance Further

In a transformative shift towards AI-led consumer engagement while reinforcing the core product proposition, Britannia Bourbon brought back ‘BourbonIT Challenge 2.0’ as a voice-enabled, multilingual recipe experience. Powered by Google Gemini, the platform enabled generative recipe creation through the digital AI avatar of Chef Pooja Dhingra. Designed to operate across seven Indian languages i.e., Hindi, Tamil, Telugu, Bengali, Marathi, Gujarati and Kannada, the campaign democratised culinary creativity by allowing users to articulate recipe ideas and receive structured, step-by-step guidance.

Further strengthening the brand’s relevance within the evolving recipe culture, Bourbon collaborated with Bombay Sweet Shop to introduce a limited-edition Bourbon Chocolate Modak for Ganesh Chaturthi. This indulgent creation featured rich Chocolate Peda studded with crushed Bourbon biscuits, a Bourbon ganache filling and finished with edible gold, thereby transforming a traditional festive sweet into a premium indulgence.

From Microjoys to ‘Good Se Great’: Strengthening Youth Connect

Britannia Good Day extended its “microjoys” proposition by evolving it into a celebration of moments that move from ‘good to great’ with the introduction of Good Day Crafted Butter Jeera and Good Day Fruit and Nut. The campaign brought this idea to life by capturing “cosmic moments” of connection between friends and siblings, where everyday interactions are elevated into more meaningful experiences. By showcasing how simple moments can transform with Good Day Crafted, the initiative reinforced the brand’s role in enhancing shared experiences and deepening emotional connections.

This appeal to modernising the core was further amplified through Good Day Chunkies and the ‘#EatHappens’ campaign, where cookies came alive as quirky animated characters “destined to be eaten”. The storytelling highlighted the irresistible appeal of Good Day’s ‘Divine Chocochip’ and ‘Tropical Coconut’ Cookie variants, bringing alive the brand’s fun and indulgent side while strengthening product salience. Together, these initiatives underscored Good Day’s strategy of staying culturally attuned and youth-focused, while strengthening its association with relatable, joy-filled snacking occasions.

Leveraging Global Pop Culture to Drive Youth Engagement

Expanding its presence into global pop culture, Britannia Treat Wafers collaborated with Sony YAY! to launch special edition packs inspired by the iconic anime character Naruto Uzumaki from Naruto series. This collaboration introduced the ‘#TreatItJutsuItWinIt’ campaign, making Britannia as one of the first Indian FMCG brands to engage with India’s fast-growing anime fandom. The launch was amplified through an immersive Augmented Reality (AR) experience that invited consumers to recreate popular “Jutsu” hand signs to unlock exclusive merchandise, blending entertainment, technology and fandom into a memorable brand interaction.

Similarly, Britannia Jim Jam and Jim Jam Pops tapped into the global appeal of the Marvel Universe featuring designs inspired by the iconic Super Heroes such as Captain America, Iron Man, Thor, Deadpool and Wolverine. Centered on the “no-twist” convenience of Jim Jam, the campaign positioned the biscuit as the perfect “one-handed” snack for Super Heroes who have their “hands full” saving the world. Supported by a digital-first and an interactive gameplay experience, the campaign combined product convenience with engaging, reward-led participation for consumers.

Accelerating Premiumisation Through Format-Led Innovation & Redefining Indulgence

To mark 30 years of its iconic 50 50 proposition, your Company launched the Britannia 50 50 ‘Cheeze Dipped’ Crunchy Layered Sandwich, crafted with 22 meticulously baked layers, the format brings together “50 % crunchy and 50 % melty” indulgence in every bite. This product insight was seamlessly translated into the ‘Crunch vs Melt’ campaign, a playful and a relatable debate, where the duality of crisp baked layers and smooth melted cheese was brought to life through striking visuals, sound designs and engaging storytelling. Featuring popular Cricketers Mr. Rishabh Pant and Ms. Jemimah Rodrigues, the campaign used their contrasting on-screen personas to describe the crunch and melt experience, capturing the light-hearted banter between them as each defends their side before the product resolves the debate in one bite. The revival of the iconic “Na Re Naa Naa” jingle added a layer of nostalgia, reconnecting long-time consumers with the brand while appealing strongly to younger audiences. Building on the success of ‘Cheeze Dipped’, Britannia extended the 50 50 proposition with the launch of Britannia 50 50 ‘Caramel Dipped’ variant,

reinforcing the timeless 50 50 legacy in a fresh and contemporary manner.

Britannia Pure Magic also expanded its portfolio of indulgent choco treats with the launch of Britannia ‘Pure Magic Choco Tarts’ under the bold brand proposition “The New Temptation”. Available in Hazelnut and Milk Choco variants, Choco Tarts combine a crispy tart shell, rich choco creme centre and a delicate biscuit lid to deliver a layered sensory experience that elevates everyday snacking into moments of delight. The campaign brought this experience to life by partnering with the Bollywood Actor Mr. Bobby Deol, who appeared in the film in a saintly avatar, adding charm and humour to the narrative of choco indulgence.

Deepening Regional Resonance Through Culture and Purpose

Deepening its regional resonance, Britannia ‘Milk Bikis’ celebrated Tamil Nadu Day 2025 through a distinctive ‘A Bite of TN’ campaign. The initiative transformed 80 billboards across 19 districts into a cultural travel guide, where biscuits were “bitten” into the shapes of iconic landmarks and pop-culture symbols such as Madurai Jasmine and Thalaivar’s glasses, turning outdoor media into a tribute to local pride.

Further strengthening its commitment to equal parenting, the brand also brought back the ‘Adengappa Kadhaigal’ campaign in Tamil Nadu. This Gen AI-powered storytelling platform enabled fathers to engage more meaningfully with their children. By scanning Milk Bikis packs, parents could generate imaginative stories in Tamil and English languages, creatively weaving everyday household objects into props making storytelling more interactive and memorable.

Driving Health-Led Choices Through Functional Innovation

The health and wellness portfolio gathered strong momentum through focused initiatives across NutriChoice and Milk Bikis Smart. NutriChoice partnered with the Actor Mr. Aamir Khan to champion the philosophy that “one good choice makes the next one easier”, highlighting the launch of ‘NutriChoice 100% Millets’ cookies. This campaign focused on the psychology of habit-forming, making healthy snacking an intuitive part of daily routines.

For younger consumers, ‘Milk Bikis SMART’ was introduced as India’s 1^st DHA Enriched Biscuit with 16 Micronutrients, designed to support children’s cognitive

development. Featuring World Chess Champion Mr. Gukesh Dommaraju, each biscuit was embossed with chess pieces and linked to a QR-enabled “Smart Moves” digital chess challenge, blending nutrition with learning-led engagement.

Championing Inclusivity and Social Awareness Through Meaningful Engagement

Social responsibility and inclusivity continued to remain core pillars of the Company’s identity. Britannia Tiger Krunch introduced the ‘Tiger Hero Hunt’, a WhatsApp-based interactive journey that helped children recognise and respond to everyday bullying situations. Selected stories from the campaign will be adapted into personalised comic strips in collaboration with Champak Magazine, enabling these real-life experiences to reach a wider audience and inspire children to respond with confidence and courage when faced with similar situations.

Awards and Recognitions:

Britannia continued to strengthen its leadership position among the India’s most chosen FMCG brands. As reflected in the latest Brand Footprint India Report, 2025 by Worldpanel (Numerator), your Company was ranked among the most chosen FMCG brands in India, securing 1^st position in the Out-of-Home category and 2^nd position in the In-Home category, reflecting the trust that consumers place in Britannia and its relevance across everyday consumption occasions. For further details on our Marketing Awards, please refer to the 'Awards and Recognitions' section under Corporate Overview of the Annual Report.

f. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are given as Annexure A’ to this Report.

III. SUSTAINABILITY PERFORMANCE

Guided by its vision of becoming a ‘Responsible Global Total Foods Company’, Britannia continues to focus on creating long-term, inclusive value for all the stakeholders, environment and the communities it serves. Guided by this philosophy, Britannia’s Environmental, Social and Governance (‘ESG’) framework is built around four strategic pillars viz., Resources, People, Growth and Governance. Through this integrated approach, Britannia aims to drive

sustainable and profitable business growth while giving back meaningfully to the Society and the Planet.

Further, to ensure that its sustainability initiatives align with the evolving stakeholders’ expectations, emerging risks and industry developments, your Company continuously engages with key stakeholders and periodically undertakes materiality assessments. The latest materiality assessment identified 23 ESG Focus areas, with 8 high-priority areas, which have been mapped across the Company’s four ESG Pillars viz., Resources, People, Growth and Governance. These ESG focus areas form the foundation of your Company’s sustainability vision and guide how the Company should operate, grow and contribute meaningfully to the communities and the environment.

Resources

Recognising the importance of responsible resource management, Britannia remains committed to reducing its ecological footprint by strengthening its environmental stewardship through focused initiatives across energy efficiency & emissions management, water & waste management and sustainable packaging & sourcing. Through continuous process improvements, technology interventions and governance-led oversight, Britannia aims to optimise the use of natural resources, laying a foundation for a more sustainable future.

Renewable Energy:

Britannia continues to adopt renewable and sustainable sources of energy through long-term Power Purchase Agreements (‘PPAs’), captive generation and open-access sourcing arrangements for solar and wind energy across its operations.

During FY 2025-26, your Company sourced or generated ~51.64 million kWh (kilowatt-hour) of renewable electricity in India, accounting for ~35% of its total electricity consumption, thereby avoiding ~36,664 tCO₂ (tonnes of carbon dioxide) emissions. Further strengthening its renewable energy infrastructure, your Company commissioned rooftop solar systems at 3 manufacturing units during the year. As a result, rooftop solar systems are now operational across 10 manufacturing units taking the total installed solar capacity to 10.4 MW (Megawatt).

In addition, Biomass-based energy systems have been integrated at the Company’s factories situated at Perundurai, Khordha and Ranjangaon, which currently meet around 33% of Britannia’s fuel-based energy requirements.

Collectively, these initiatives increased the share of renewable energy sources (solar, wind and biomass) to ~34% of the Company’s overall energy mix across its operations in India, supporting its progress towards a lower-carbon and more sustainable future.

Fuel and Energy Efficiency

In addition to expanding the share of renewable energy, your Company continues to enhance fuel and energy efficiency across its manufacturing operations through process optimisation, technology upgradation and adoption of energy-efficient equipment.

During FY 2025-26, these initiatives helped conserve ~52,658 GJ (Gigajoule) of energy, avoiding ~4,053 tCO₂e emissions across the Company’s operations in India. This reflects your Company’s commitment to efficient resource utilisation and sustainable manufacturing practices.

Greenhouse Gas Emissions

Britannia is committed to reduce its Greenhouse Gas (‘GHG’) emissions and support India’s transition towards a low-carbon economy. Your Company’s decarbonisation strategy follows a two-pronged approach i.e., increasing the share of renewable energy and enhancing efficiency across all its operations.

Britannia actively monitors and manages its Scope 1 and Scope 2 emissions, which primarily arise from fuel consumption across manufacturing operations and purchased electricity, respectively. In addition to Scope 1 and Scope 2 emissions, your Company also engages with its Value Chain Partners to assess Scope 3 emissions covering indirect activities across the value chain i.e., beyond the Company’s direct operations.

For details on GHG Emissions Intensity, please refer to the Business Responsibility & Sustainability Report (BRSR), which forms part of the Annual Report.

Water Stewardship:

Recognising water as a critical natural resource for its operations and the communities it serves, Britannia continues to strengthen its water stewardship practices through focused initiatives aimed at improving water efficiency, enhancing reuse and supporting groundwater replenishment. Your Company’s approach towards responsible water management is centred around 3 pillars viz., Water Conservation, Water Reuse and Rainwater Harvesting.

Water Conservation

Britannia continues to undertake various water conservation initiatives across its manufacturing units through focused process improvements and engineering interventions aimed at optimising water consumption. These initiatives include deployment of jet cleaners in tray-washing areas, installation of mist-based and push-type taps, optimisation of water-line pressure and use of float valves for water-level control, helping improve operational efficiency and minimise water wastage across its facilities. During FY 2025-26, freshwater consumption intensity stood at ~0.80 kL (kilolitres)/Ton of production, reflecting an ~8.05% reduction in specific water consumption as compared to FY 2024-25.

Water Reuse

Your Company continues to strengthen water circularity through reuse of treated wastewater across its operations, thereby reducing dependence on freshwater sources. Treated wastewater and the rejected water from reverse osmosis (RO) systems is reused for suitable purposes such as gardening, cleaning and other utility applications. During FY 2025-26, ~55.39 % of the total water withdrawn was reused across the Company’s operations in India, reflecting continued focus on efficient water utilisation.

Rainwater Harvesting

Rainwater harvesting also remains an integral part of Britannia’s water stewardship initiatives towards supporting groundwater recharge and reducing dependence on freshwater sources. Towards this, your Company has installed rainwater harvesting systems in its manufacturing units, enabling collection and utilisation of rainwater for suitable operational purposes while contributing towards long-term water sustainability in the regions where it operates.

Waste Management:

Waste management remains an important part of Britannia’s sustainability framework, promoting responsible disposal and recycling practices across its operations. Your Company follows a structured waste management approach in line with the applicable environmental regulations, with emphasis on segregation, reuse, recycling and safe disposal of waste generated across its manufacturing facilities.

Non-hazardous waste materials such as paper and plastic are channelled for reuse and recycling, while organic waste and expired products are responsibly

continuous engagement with suppliers and integration of sustainability considerations into its procurement practices, Britannia aims to create long-term value for its supply chain partners, local communities and the environment.

b. People

Your Company firmly believes that inclusive growth begins with those who work with us and those around us. Through focused initiatives around diversity & inclusion, employee well-being, capability development and community outreach, Britannia continues to foster an environment that helps every Britannian to grow, while also contributing to the development of the communities that form part of its extended family.

Our People - Enabling Growth through Inclusion and Well-being:

At Britannia, diversity is considered as an important lever to build an inclusive workplace where employees feel valued, heard and are empowered with equal opportunities regardless of age, gender, religion or background. During FY 2025-26, women represented ~45 % of the factory workforce and ~14.83 % of the managerial roles (on a consolidated basis), reflecting the Company’s continued efforts towards building a more diverse and inclusive organisation.

Your Company places strong emphasis on employee health, safety and well-being through comprehensive risk-control framework, continuous capability-building and structured wellness initiatives spanning physical, emotional, financial and mental well-being.

For a detailed overview of these initiatives, please refer to the ‘Human Resources and Industrial Relations’ Section of the Management Discussion and Analysis Report, which forms part of the Annual Report.

Community Empowerment at the Heart of Sustainable Growth:

As Britannia continues to expand its footprint, it remains committed to creating meaningful and lasting social impact through focused community development initiatives across nutrition, health, education, rural development and livelihood enhancement.

In FY 2025-26, 5.10 lakh and 3.52 lakh individuals benefitted from various community-led initiatives of Britannia Nutrition Foundation (BNF) and Sir Ness Wadia Foundation (SNWF), respectively. In addition, Bai Jerbai Wadia Hospital for Children (BJWHC) and Nowrosjee Wadia Maternity Hospital (NWMH) continued to

provide healthcare services to 3.11 lakh children and 2.56 lakh women and children, respectively.

For detailed information on the Company’s Corporate Social Responsibility (‘CSR’) Projects approved for FY 2025-26, please refer to the CSR Report, which forms part of the Annual Report.

c. Growth

As a consumer-centric brand, Britannia is committed to deliver high-quality products, expand its healthy product portfolio and ensure consistent financial performance, creating long-term value for all its stakeholders.

With a legacy spanning over a century, Britannia continues to be a trusted household name built on a strong foundation of product quality, food safety and consumer confidence. Your Company ensures timely redressal of consumer grievances and feedback and is ISO 10002:2018 certified, reflecting its dedication towards consumer satisfaction and service excellence.

Wellness remains an important pillar of Britannia’s growth strategy, reflecting your Company’s focus on meeting evolving consumer preferences through healthier and more wholesome product offerings. In line with FSSAI’s ‘Eat Right’ initiatives, your Company continued its efforts towards reducing Sugar levels by ~3.50% and Sodium levels by ~12.23% while increasing Wholegrain content by ~269.47% per serving of the product (compared to FY 2018-19 base line) across its portfolio during FY 2025-26. These initiatives reflect Britannia’s commitment to offer products that combine taste, quality and nutrition, while supporting the health and wellness aspirations of consumers.

As Britannia continues to build for the future, it is making strategic investments in product innovation, category expansion, technology-led efficiencies and operational excellence to strengthen its competitive position and support sustainable growth in the years ahead.

d. Governance

At Britannia, governance is deeply embedded in the way the Company operates, enabling responsible business conduct, stakeholder trust and long-term value creation. Your Company continues to uphold high standards of integrity, accountability, transparency and ethical business practices across all areas of operations supported by robust policies, well-defined processes and structured oversight mechanisms that ensure risk management, regulatory compliance and responsible decision-making. As the business continues to evolve, your Company remains committed to strengthen its

governance standards in line with evolving regulatory requirements, global best practices and stakeholder expectations, while advancing its broader vision of sustainable and inclusive growth. Key aspects of Britannia’s governance approach include:

• Board and Committee Governance: Your Company has an optimum combination of Executive, NonExecutive and Independent Directors. Their diverse expertise, industry knowledge, business acumen and independent judgement help the Board in informed decision-making, thereby ensuring long-term value creation.

Further, to enhance effectiveness and ensure focused oversight, the Board has delegated specific responsibilities to its Committees, each entrusted with defined areas of governance. Through regular engagement, constructive discussions and robust supervision across key matters, the Board and its Committees collectively foster a culture of transparency, accountability and responsible business conduct while safeguarding stakeholder interests.

• Product Safety and Quality Excellence: Delivering safe, trusted and high-quality products remains fundamental to Britannia’s operations. Supported by robust food safety and quality management systems and continuous monitoring across the value chain, your Company continues to ensure product excellence and consumer trust. For further details on product safety and quality, please refer to the ‘Quality: From Source to Shelf ’ section of this Report.

• Business Ethics and Culture: At Britannia, ethical conduct and integrity forms the foundation of the Company’s culture, guiding decision-making and business practices across the organisation. Supported by the Code of Business Conduct, Whistle Blower Policy and an employee-centric value framework, the Company encourage its employees to always DO THE RIGHT Ti)NG.

• Leadership Development: Your Company continues to invest in capability building and leadership development through structured learning interventions and skill enhancement programmes aimed at nurturing internal talent across levels.

• Ethical Labelling and Responsible Marketing:

Britannia remains committed to responsible marketing, transparent communication and ethical product labelling practices. Product packaging and

marketing communications are aligned with the applicable regulatory requirements and industry guidelines, ensuring consumers are provided with accurate, relevant and transparent information.

• Transparency and Disclosures: Britannia continues to maintain transparent and timely disclosures across financial and non-financial parameters through statutory and voluntary reporting frameworks, enabling stakeholders to make informed assessments of the Company’s performance.

• Data Privacy and Cyber Security: Your Company continues to strengthen its digital governance and cyber security framework through robust systems, regular assessments and awareness initiatives aimed at safeguarding business and stakeholders’ information. During FY 2025-26, no data breach incidents were reported across the Company’s operations.

Awards and Recognitions:

During FY 2025-26, your Company achieved a CDP rating of ‘B’ for both Climate Change and Water Security and secured a score of 60 in the S&P Global Corporate Sustainability Assessment (‘CSA’), an improvement of 8 points over FY 2024-25, reflecting its progress across key sustainability areas.

Further, Britannia’s commitment to advancing ESG practices was recognised through several ESG accolades, including:

• The ‘Golden Peacock Award for Sustainability’ in the FMCG sector at the National level in 2025.

• ‘Top 3 Water Management Initiative of the Year - 2025’ at the Global CSR & ESG Awards by Brand Honchos.

• ‘Most Impactful CSR Project of the Year - 2025’ at the Global CSR & ESG Awards by Brand Honchos.

• Recognised as one of the ‘India’s Leading ESG Entities’ at the Dun & Bradstreet’s ESG Leadership Summit 2025.

• ‘Best CSR Project of the Year 2025’ at the 15^th edition of the CSR Summit & Awards 2025, organised by UBS Forums.

IV. BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

FY 2025-26 was a year of significant leadership transition for your Company, reflecting succession at the top and capability building across functions.

a. Appointment/Re-appointment of Directors

Based on the recommendation of the Nomination and Remuneration Committee (‘NRC’), the following appointments/re-appointments were approved by the Board of Directors, subject to the approval of the Members of the Company:

• Mr. Rajesh Batra (DIN: 00020764) was appointed as a Non-Executive Independent Director of the Company for a term of 5 (five) consecutive years with effect from 25 August 2025 to 24 August 2030 (both days inclusive).

The appointment was approved by the Board of Directors by way of Circular Resolution dated 23 August 2025 and subsequently by the Members through Special Resolution passed by way of Postal Ballot on 4 October 2025.

In the opinion of the NRC and the Board, Mr. Rajesh Batra possesses the requisite expertise, experience, proficiency and holds high standards of integrity.

• Mr. Rakshit Hargave (DIN: 03406793) was appointed as an Additional Whole-Time Director and Chief Executive Officer, designated as Executive Director and Chief Executive Officer of the Company, for a term of 5 (five) years with effect from 15 December 2025 at the Meeting of Board of Directors held on 5 November 2025. Subsequently, the Board at its Meeting held on 10 November 2025, appointed Mr. Rakshit Hargave as the Chief Executive Officer and Managing Director of the Company, not liable to retire by rotation, for a term of 5 (Five) years with effect from 15 December 2025 to 14 December 2030 (both days inclusive), to lead the Company’s next phase of growth. Subsequently, the Members approved the aforesaid appointment through Ordinary Resolution passed by way of Postal Ballot on 14 March 2026.

Mr. Hargave brings over three decades of experience in the consumer industry across India and International markets. He has held leadership roles across various organisations, including Birla Opus Paints, Beiersdorf and Hindustan Unilever,

with extensive experience in driving business operations and growth, across geographies.

• Mr. N. Venkataraman (DIN: 05220857) was re-appointed as the Whole-Time Director, designated as Executive Director and Chief Financial Officer of the Company, for a term of 4 (four) years with effect from 30 July 2026 to 29 July 2030 (both days inclusive). The re-appointment was approved by the Board of Directors at their Meeting held on 31 March 2026, subject to the approval of the Members of the Company.

Mr. Venkataraman brings around 4 decades of rich experience and continues to provide strategic leadership across the Company’s finance function, contributing to the long-term value creation and sustainable growth of the Company.

• Mr. Ness N. Wadia (DIN: 00036049), Non-Executive Non-Independent Director of the Company, is liable to retire by rotation at the ensuing 107^th AGM pursuant to Section 152 of the Act and the Articles of Association of the Company and being eligible, has offered himself for re-appointment.

In the opinion of the NRC and the Board, Mr. Wadia brings significant experience, knowledge and expertise to contribute to the growth of the Company.

The Board of Directors at their Meeting held on 7 May 2026, approved and recommended to the Members the re-appointment of Mr. Ness N. Wadia as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

An Ordinary Resolution seeking approval of the Members for the re-appointment of Mr. Ness N. Wadia, along with his brief profile and other relevant details as required under Regulation 36(3) of the SEBI Listing Regulations, 2015 and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, forms part of the Notice convening the 107^th AGM of the Company.

b. Cessation of Directors

During the year under review, the following Directors

resigned from the Board of the Company:

• Dr. Urjit Patel (DIN: 00175210), Non-Executive Independent Director of the Company, resigned from the Board with effect from 30 October 2025.

The Board of Directors placed on record their sincere appreciation for the valuable contributions made by Dr. Urjit Patel during his tenure as a Non-Executive Independent Director of the Company.

• Mr. Varun Berry (DIN: 05208062), Executive Vice-Chairman, Managing Director and Chief Executive Officer of the Company, tendered his resignation on 6 November 2025. The Board of Directors at their Meeting held on 10 November 2025 accepted the resignation and approved the waiver of the 6 months’ notice period applicable to Mr. Varun Berry as per his contract with the Company and relieved him from the services of the Company with effect from the close of business hours on 10 November 2025.

Consequent to their resignation from the Board, they also ceased to be Members of the respective Committees of the Board. Accordingly, these Committees have been reconstituted as required under the Act and the SEBI Listing Regulations, 2015.

Changes in Senior Management Personnel

In addition, the Board, based on the recommendation of the NRC, has further strengthened its Senior Management team through appointments and internal progressions across key business and functional areas:

• Mr. Puneet Das was appointed as the Chief Marketing Officer of the Company with effect from 16 February 2026. Mr. Das brings over 24 years of experience, driving growth, innovation and brand transformation across the FMCG sector in Indian and International markets.

• Mr. Subhashis Basu was appointed as the Chief Business Officer - Dairy of the Company with effect from 15 December 2025. With over three decades of leadership experience across the FMCG and Dairy businesses, he brings strong category expertise and execution capability.

The year also witnessed strong leadership progression, reflecting the Company’s “Britannia for Britannians” philosophy and its focus on developing internal talent:

• Mr. Siddharth Gupta was elevated to Vice President - Marketing of the Company with effect from 1 February 2026. With over two decades of experience in Sales and Marketing, he continues to strengthen Britannia's brand portfolio and drive consumer centric marketing.

• Mr. Ramamurthy Jayaraman was elevated to Vice President - Corporate Finance of the Company with effect from 1 April 2026. With over two decades of experience including fifteen years with Britannia, he continues to strengthen financial stewardship across Reporting, Financial planning & analysis, Taxation, Treasury, Mergers and Acquisitions, Internal audits & controls and Shared services in addition to managing the Legal & Secretarial affairs of the Company.

• Ms. Sona Rajora (ICSI Membership No.: A35468) was appointed as the Company Secretary and Compliance Officer of the Company with effect from 11 February 2026. A qualified Company Secretary and law graduate with over eleven years of experience at Britannia, her appointment further reinforces the Company’s strong governance and compliance framework.

Further, subsequent to the close of FY 2025-26, the Board based on the recommendation of the NRC, approved the appointments of the following Senior Management Personnel:

• Mr. Rahul Mahajan was elevated to Vice President - Sales of the Company with effect from 1 April 2026. With over two decades of experience across Sales, Distribution and Channel management in the FMCG sector, he continues to strengthen the Company’s sales capabilities and drive execution excellence across markets and channels.

• Mr. Srinivas Maruthi Patnam was appointed as the Vice President - Human Resources of the Company with effect from 16 May 2026. With over 25 years of global HR leadership experience, he brings deep expertise in Organisation design, Talent management and Capability building across diverse geographies and business environments.

• Mr. Chitwan Singh was appointed as the Chief Business Officer - International Business of the Company with effect from 15 June 2026. With over 25 years of global experience across the FMCG sector in India, Africa and the United States, he brings extensive leadership expertise across Food, Personal Care, Beauty and Home Care categories.

Collectively, these leadership changes reflect a balanced mix of external experience and strong internal progression. The Board is confident that the leadership team of Britannia is well positioned to lead with agility with a clear focus on long-term value creation for all its stakeholders.

Further details on Changes in Senior Management Personnel of Company during the year are given in Clause No. IX (k) of the Corporate Governance Report.

d. Changes in Key Managerial Personnel

As on 31 March 2026, Mr. Rakshit Hargave (DIN: 03406793), Chief Executive Officer and Managing Director, Mr. N. Venkataraman (DIN: 05220857), Executive Director and Chief Financial Officer and Ms. Sona Rajora (ICSI Membership No.: A35468), Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

During the year under review:

• Mr. N. Venkataraman (DIN: 05220857), Executive Director and Chief Financial Officer of the Company, was appointed as the Interim Chief Executive Officer of the Company with effect from 10 November 2025 until Mr. Rakshit Hargave assumed office as the Chief Executive Officer and Managing Director of the Company on 15 December 2025.

• Mr. T.V. Thulsidass (ICSI Membership No.: A20927), resigned from the position of Company Secretary and Compliance Officer of the Company with effect from close of business hours on 5 February 2026.

The Board of Directors placed on record their sincere appreciation for the valuable contributions made by Mr. Thulsidass during his tenure as the Company Secretary and Compliance Officer of the Company.

The details regarding other changes in the Key Managerial Personnel during the year can be referred to in Clause IV (a) to (c) above.

e. Directors’ Responsibility Statement

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

(i) In the preparation of the Annual Accounts for the year ended 31 March 2026, the applicable accounting standards have been followed;

(ii) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 March 2026 and of the profit of the Company for that period;

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

(iv) The Annual Accounts are prepared on a going concern basis;

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

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

Based on the framework of Internal Financial Controls and Compliance Systems established and maintained by the Company, the work performed by the Internal, Statutory & Secretarial Auditors and External Consultant(s) as well as the reviews conducted by the Management and the relevant Board Committees including the Audit Committee, the Board believes that the Company’s Internal Financial Controls were adequate and operationally effective during FY 2025-26.

/. CORPORATE SOCIAL RESPONSIBILITY

At Britannia, CSR means “Corporate Sustainable Responsibility”, a philosophy deeply embedded in the Company’s values and represents an enduring commitment to contribute meaningfully to social development, strengthen communities and foster inclusive growth. Guided by its well-defined CSR Policy, the Company continues to focus on long-term and sustainable interventions in the areas of health, nutrition, sanitation, rural development and community rehabilitation.

Pursuant to Section 135(5) of the Act read with the _V Companies (Corporate Social Responsibility Policy) Rules, 2014 (‘CSR Policy Rules’), the CSR obligation of the Company for FY 2025-26 was ' 54.79 Crores. ^a. After setting off the eligible excess CSR expenditure of ' 0.28 Crores incurred in FY 2024-25, the total CSR obligation of the Company for FY 2025-26 was ' 54.51 Crores.

To create a long-term and sustainable impact, the Board, during the year, undertook a comprehensive review of the CSR proposals for FY 2025-26 and advised prioritising high-impact interventions and ensure

efficient utilisation of the CSR funds. Accordingly, the CSR Committee recommended the following multi-year CSR projects, which were subsequently approved by the Board for implementation through Britannia Nutrition Foundation and Sir Ness Wadia Foundation across multiple locations in India:

• Malnutrition Reduction Programme (MRP) and Energy Protein Dense Supplement (EPDS) Programme - By Britannia Nutrition Foundation;

• Anaemia Management Programme (AMP) -By Britannia Nutrition Foundation;

• Village Development Programme (VDP) -By Britannia Nutrition Foundation and Sir Ness Wadia Foundation; and

• Community Rehabilitation and Rural Development Programme - By Sir Ness Wadia Foundation.

As the Company adopted a structured multi-year implementation approach where the CSR Projects extend beyond a single financial year, with implementation over a period of three years, the CSR amount could not be spent during FY 2025-26.

Accordingly, pursuant to Section 135(6) of the Companies Act, 2013 read with the Companies CSR Policy Rules, the unspent amount has been transferred to the Unspent CSR Account within the prescribed timelines and will be utilised in accordance with the approved project timelines.

The Annual Report on the CSR activities as required under Rule 8(1) of the Companies CSR Policy Rules, comprising of brief outline of the CSR Policy, composition of CSR Committee and key interventions of the approved CSR projects is given as ‘Annexure B’ to this Report. Further, the details of the terms of reference of the Committee and its Meeting(s) held during the year are provided in Clause (III) (e) of the Corporate Governance Report.

!. EMPLOYEES

Details of Remuneration of Directors and Employees under Section 197(12) of the Act

The details of remuneration as required under Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in ‘Annexure C’ to this Report.

Further, the details of remuneration of Executive Directors and Non-Executive Directors are given in

for childbirth etc. These initiatives reaffirm Britannia's commitment to create an inclusive workplace where women are empowered to grow and thrive.

VII. GOVERNANCE

a. Corporate Governance Report

Pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, the Corporate Governance Report for FY 2025-26 along with the Certificate from the Statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as prescribed under the SEBI Listing Regulations, 2015 forms part of the Annual Report.

b. Business Responsibility and Sustainability Report

At Britannia, we are committed to create long-term value for all the stakeholders through ethical business practices, environmental stewardship and social responsibility. Guided by these principles, we continue to align our initiatives with National and Global Sustainability Frameworks.

In line with the requirements of Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with the SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30 January 2026, the Company has prepared its Business Responsibility and Sustainability Report (‘BRSR’) for the financial year 2025-26 based on the framework of the National Guidelines on Responsible Business Conduct (NGRBC) and in the format prescribed by SEBI. Further, the Company has obtained Assurance of the BRSR Core for FY 2025-26 from TUV SUD South Asia Private Limited. The BRSR and the Assurance Report on the BRSR Core forms part of the Annual Report.

c. Annual Return

The draft Annual Return in Form MGT-7 for FY 2025-26, prepared as per Section 92(3) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at https://www.britannia.co.in/investors/ financial-performance/annual-report. The Company shall upload the final copy of the Annual Return once the same is filed with the Registrar of Companies within 60 days from the date of AGM scheduled to be held on Friday, 7 August 2026.

d. Vigil Mechanism

Pursuant to Section 177(9) & (10) of the Act, Regulation 22 of the SEBI Listing Regulations, 2015 and Regulation

9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has adopted a Whistle Blower Policy to provide Vigil Mechanism for Directors and Employees, the details of which are provided in Clause No. IX (c) of the Corporate Governance Report.

e. Board Evaluation

The annual performance evaluation of the Board, its Committees and Individual Directors (including Chairman), was carried out in compliance with the requirements of Section 178 of the Act, Regulation 17, 19 & 25 of the SEBI Listing Regulations, 2015 and in accordance with the Governance Guidelines adopted by the Board. The criteria and the manner of performance evaluation is given in Clause No. III (b) of the Corporate Governance Report.

f. Remuneration Policy

Pursuant to Section 178(3) of the Act and Regulation 19 of the SEBI Listing Regulations, 2015, your Company has adopted a Remuneration Policy for Directors, Key Managerial Personnel and other Employees. The salient features of the policy are given in Clause No. III (b) of the Corporate Governance Report. The policy is also available on the website of the Company at https:// www.britannia.co.in/investors/remuneration policy.

g. Risk Management

Your Company has adopted a Risk Assessment and Management Policy. The Risk Management Committee of the Board periodically reviews the key risks affecting the Company and mitigation measures thereof. In the opinion of the Board, there are no elements of risks which threaten the existence of the Company. The details of Risk Management Committee are given in Clause No. III (d) of the Corporate Governance Report.

h. Declaration by the Independent Directors

All the Independent Directors have submitted Declaration of Independence confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations, 2015.

Further, the Company’s Independent Directors have affirmed that they have followed the Code for Independent Directors as outlined in Schedule IV to the Act.

i. Board and its Committees

The Board met 6 (six) times during the year. The details of the Composition of the Board, its Committees and their Meetings are given in Clause No. II and III of the Corporate Governance Report. During the year, the Board accepted all the recommendations made by its committees.

j. Related Party Transactions

Your Company has adopted a policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions and the same is available on the website of the Company at https://www.britannia.co.in/investors/policy on Materiality of the Related Party Transactions and on dealing with the Related Party Transactions.

During the year, your Company did not enter into any contracts/arrangements/transactions with the related parties requiring approval under Section 188(1) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014. All the Related Party Transactions were in the ordinary course of business and at arm’s length basis and there were no material related party transactions during the year. Therefore, disclosure in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not applicable to the Company. In accordance with IND AS-24, the Related Party Transactions are disclosed under Note No. 43 of the Standalone Financial Statements.

k. Public Deposits

Your Company has neither accepted nor has any outstanding deposits from the public within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

l. Particulars of Loans, Guarantees and Investments

The particulars of Loans, Guarantees and Investments covered under Section 186 of the Act are provided in Note No. 38 and 39 of the Standalone Financial Statements of the Company.

m. Disclosure on Significant and Material Orders

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

n. Compliance with Secretarial Standards

During the year, your Company has complied with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

VIII. AUDITORS

a. Statutory Auditors

Pursuant to Section 139 of the Act read with Rule 3 of the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 106^th AGM held on 11 August 2025, appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013), as the Statutory Auditors of the Company for a second term of 5 (five) consecutive years i.e., to hold the office from the conclusion of 106^th AGM till the conclusion of 111^th AGM of the Company to be held in the year 2030 (i.e., from FY 2025-26 to FY 2029-30).

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

The Statutory Auditors have issued their Reports with an unmodified opinion and their Reports do not contain any qualification, reservation, adverse remark or disclaimer on the Financial Statements of the Company for FY 2025-26. Further, there are no observations, comments or remarks on the financial transactions that have an adverse effect on the functioning of the Company. During the year under review, M/s. Walker Chandiok & Co LLP, the Statutory Auditors have not identified any instances of frauds in the course of performance of their duties. Basis the information provided by the Management, the Statutory Auditors have, after carrying out the necessary audit procedures, filed a report under Section 143(12) of the Act in form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

b. Secretarial Auditors

Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI Listing Regulations, 2015, the Members of the Company at their 106^th AGM held on 11 August 2025, appointed M/s. Parikh & Associates, a Peer Reviewed

Firm of Practicing Company Secretaries (Firm Unique Code: P1988MH009800) as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years i.e., to hold the office from the conclusion of 106^th AGM till the conclusion of 111^th AGM of the Company to be held in the year 2030 (i.e., from FY 2025-26 to FY 2029-30).

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

The Secretarial Auditors have conducted the Secretarial Audit of the Company for FY 2025-26. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer for FY 2025-26. Further, there are no observations, comments or remarks which have any material adverse effect on the functioning of the Company. The Secretarial Audit Report is given as ‘Annexure D’ to this Report. During the year under review, M/s. Parikh & Associates, the Secretarial Auditors have not reported any instances of fraud under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

c. Cost Auditors

Pursuant to Section 148(1) of the Act read with Rule 3 and 5 of the Companies (Cost Records and Audit) Rules, 2014, your Company has duly maintained the cost records as required for FY 2025-26. M/s. GNV & Associates, Cost & Management Accountants (Firm Registration No. 000150), Cost Auditors of the Company are carrying out the Audit of the cost records relating to Milk Powder for FY 2025-26. The Cost Audit Report will be submitted to the Board of the Directors within the prescribed timelines.

The Cost Audit Report for FY 2024-25, issued by M/s. GNV & Associates, does not contain any qualification, reservation, adverse remark, observations or suggestions and was duly filed with the Central Government within the statutory timelines. During the year under review, M/s. GNV & Associates, the Cost Auditors have not reported any instances of fraud under Section 143(12) of the Act read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.

Further, pursuant to Section 148(2) and (3) of the Act read with Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the Board of Directors at their Meeting held on 7 May 2026, based on the recommendation of the Audit Committee, have re-appointed M/s. GNV & Associates,

Cost & Management Accountants, as the Cost Auditors of the Company for FY 2026-27 to conduct the Audit of applicable cost records at a remuneration of 75,000/- (plus applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the audit).

M/s. GNV & Associates have provided their consent and an eligibility certificate confirming that they are not disqualified to be re-appointed as the Cost Auditors of the Company.

An Ordinary Resolution seeking ratification of the remuneration payable to M/s. GNV & Associates for conducting audit of the applicable cost records of the Company for FY 2026-27 forms part of the Notice of the 107^th AGM of the Company.

d. Internal Auditors

M/s. BDO India LLP, Chartered Accountants, the Internal Auditors of the Company have carried out the Internal Audit for FY 2025-26. The reports and findings of the Internal Auditors are reviewed by the Audit Committee on a quarterly basis.

Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their Meeting held on 7 May 2026, based on the recommendation of the Audit Committee, have re-appointed M/s. BDO India LLP, Chartered Accountants, as the Internal Auditors of the Company for FY 2026-27.

e. Tax Auditors

Pursuant to Section 44AB of the Income Tax Act, 1961, M/s. Bansi S. Mehta & Co., Chartered Accountants (Firm Registration No. 100991W), the Tax Auditors of the Company have carried out the Tax Audit for FY 2024-25 (Assessment Year 2025-26). The Tax Audit Report for FY 2024-25 (Assessment Year 2025-26), issued by M/s. Bansi S. Mehta & Co., does not contain

any qualification and was duly filed with the Income Tax Department within the statutory timelines.

The Board of Directors of the Company at their Meeting held on 7 May 2026, based on the recommendation of the Audit Committee, have re-appointed M/s. Bansi S. Mehta & Co., Chartered Accountants, as the Tax Auditors of the Company for FY 2025-26 (Assessment Year 2026-27).

IX. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Your Company has laid down adequate Internal Financial Controls and ensured that they remained effective during the year. The Report of M/s. Walker Chandiok & Co LLP, the Statutory Auditors of the Company on the adequacy of the Internal Financial Controls with reference to the Financial Statements of the Company for the year ended 31 March 2026 forms part of the Annual Report.

For a detailed disclosure relating to the adequacy of Internal Control Systems, please refer to Clause (VII) of the Management Discussion and Analysis Report which forms part of the Annual Report.

X. ACKNOWLEDGEMENTS

Your Directors would like to thank all the Stakeholders viz., Consumers, Shareholders, Employees, Government, Suppliers, Business Partners, Bankers and all others associated with the Company for their continuous support and cooperation.