Britannia Industries : Agreements/Contracts/Arrangements/ MOU's PARA A

	Date: 29th November, 2022
To,	To,
Manager, Corporate Relations Department	The Manager, Listing Department
BSE Limited,	National Stock Exchange of India Limited,
Phiroze Jeejeebhoy Towers,	Exchange Plaza, 5th Floor,
Dalal Street,	Plot No. C/1, G Block,
Fort, Mumbai ‐ 400 001	Bandra‐Kurla Complex, Bandra (East),
Scrip Code: 500825	Mumbai - 400051
	Scrip Code: BRITANNIA
Dear Sir/Madam,

Sub: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We are pleased to inform you that, Britannia Industries Limited ('Britannia') has entered into a Joint Venture Agreement ('JVA') with Bel SA, France ('Bel') and Britannia Dairy Private Limited ('BDPL') on 29th November 2022 to undertake the development, manufacturing, marketing, distribution, trading and selling, etc., of cheese products in India and certain other countries ('Territory'). As a part of the JVA, Britannia shall sell and transfer 49% of its equity stake in its wholly owned subsidiary, BDPL, to Bel in accordance with the terms of the Share Purchase Agreement entered between Britannia and Bel, on 29th November 2022 ("SPA"). Consequently, Bel shall become the legal and beneficial owner of 49% (forty nine percent) of the entire issued, subscribed and paid‐up equity share capital of BDPL and the balance 51% (fifty one percent) shall continue to be held by Britannia. BDPL will become a Joint Venture Company ('JV Company') of Britannia and Bel in India which will carry out/undertake the cheese business in the Territory. Further, as a part of the JVA, BDPL will allot equity shares to Britannia and Bel, in accordance with the terms of the Share Subscription Agreement entered between Britannia, Bel and BDPL, on 29th November 2022 ("SSA").

The detailed disclosure as required under Regulation 30 read with Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular CIR/CFD/CMD/4/2015 dated 9th September 2015 is enclosed herewith as Annexure‐ I.

Request you to take the above information on records.

Yours faithfully,

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL

DN: c=IN, o=Personal, pseudonym=b310fd6cfe2963bc5dc5eaa5d0c92c71671 bbbb787d1012595932840997d86d2, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa212acb590f 32274f5e215b96de758aa514d670c2, cn=THULSIDASS

VELAYUDHAN THARAYIL

Date: 2022.11.29 13:14:11 +05'30'

T.V Thulsidass Company Secretary Membership No.: A20927 Encl: as above

Annexure‐I

A. Sale of equity shares of BDPL: Brief details with respect to the sale of 49% equity stake in BDPL by Britannia to Bel in accordance with SPA are given below:

S.No	Particulars			Details
1.	The amount and percentage of the	1. Turnover of BDPL for FY 2021‐22:
	turnover or revenue or income and	~Rs. 340 Crores; amounting to 2.4% of
	net worth contributed by such unit or	the consolidated sales of Britannia.
	division of the listed entity during the	This includes cheese turnover of
	last financial year;			~Rs. 207 Crores.
					2. Net Worth of BDPL as on 31st March
					2022: ~Rs. 130 Crores; amounting to
					5.1% of consolidated net worth of
					Britannia.
					3. BDPL is currently engaged only in
					cheese business which inter‐alia
					includes the marketing, trading and
					selling, etc. of cheese products.
2.	Date on which the agreement for sale	29th November, 2022
	has been entered into;
3.	The expected date of completion of	2nd December, 2022
	sale/disposal;
4.	Consideration	received	from	such	~INR 262 Crores
	sale/disposal;
5.	Brief details of buyers and whether	Bel, a Société Anonyme, (S.A.), a French
	any of the buyers belong to the	public limited company, having its
	promoter/promoter	group/group	registered office at 2 Allée de Longchamp
	companies. If yes, details thereof;	- 92150, Suresnes, France will be acquiring
					the legal and beneficial ownership of forty
					nine percent (49%) of the entire issued,
					subscribed and paid‐up equity share
					capital of BDPL.
					Bel does not belong to the promoter/
					promoter group/ group companies of
					Britannia.
6.	Whether the transaction would fall	No
	within related party transactions? If
	yes, whether the same is done at
	"arms length";
7.	Additionally, in case of a slump sale,	Not Applicable
	indicative disclosures provided	for
	amalgamation/	merger, shall	be
	disclosed by the listed entity with
	respect to such slump sale.

B. Joint Venture Agreement: Brief details of the JVA are given below:

S.No

Particulars

Details

1. Name(s) of parties with whom the Joint Venture Agreement has been

	agreement is entered;	entered into between Britannia, Bel and
		BDPL.
2.	Purpose of entering into the	To form a joint venture in India for carrying
	agreement;	out the	development,	manufacturing,
		marketing,	distribution,	trading	and
		selling, etc., of cheese products in the
		Territory.
3.	Shareholding, if any, in the entity with	Neither Britannia nor BDPL hold any shares
	whom the agreement is executed;	in Bel.
4.	Significant terms of the agreement (in	i. Shareholding of BDPL: Britannia 51%
	brief) special rights like right to	and Bel 49%;
	appoint directors, first right to share	ii. Board composition of BDPL: The Board
	subscription in case of issuance of	shall consist of 5 Directors out of which
	shares, right to restrict any change in	3 Directors will be nominated by
	capital structure etc.;	Britannia and 2 Directors will be
		nominated by Bel;
		iii. Term of the Joint Venture: The JVA
		does not have a defined term. There is,
		however, a lock‐in period of 20 years
		from its effective date for both parties.
		Other customary provisions relating to
		termination of the joint venture also
		form part of the JVA.
		iv. Fresh issue of equity shares: Britannia
		and	Bel	shall	subscribe	to
		fresh/additional issuance	of equity
		shares of BDPL, if any, in proportion to
		their respective shareholding in BDPL.
		v. Significant Decision Matters of BDPL:
		Unanimous consent of Britannia and
		Bel will be required for certain matters
		including mergers & acquisitions,
		investments / disinvestments, business
		plan/annual budget, changes in share
		capital, etc.
		vi. Parties will enter into certain ancillary
		agreements for the purposes of
		undertaking business of BDPL in the
		Territory (such as Trademark License
		Agreement,	Technology	License
		Agreement,	Distribution	Agreement
		and other operational agreements).

5.	Whether, the said parties are related	Bel is not related to promoter/promoter
	to promoter/promoter group/ group	group/ group companies of Britannia.
	companies in any manner. If yes,
	nature of relationship;
6.	Whether the transaction would fall	The execution of JVA (including certain
	within related party transactions? If	ancillary agreements) where Britannia and
	yes, whether the same is done at	BDPL are parties fall under the ambit of
	"arms length";	related	party	transactions.	These
		transactions are at arms' length.
		Further, as on date, Bel is neither a related
		party of Britannia nor BDPL.
7.	In case of issuance of shares to the	Any fresh issuance of equity shares of face
	parties, details of issue price, class of	value of Rs.10/‐ each by BDPL to Britannia
	shares issued;	and Bel shall be in proportion to their
		respective shareholding in BDPL. The issue
		price shall be in compliance with
		applicable laws including the Foreign
		Exchange Management Act, 1999 and
		rules and regulations thereunder and the
		extant foreign direct investment policy of
		the Government of India.
8.	Any other disclosures related to such	Not Applicable
	agreements, viz., details of nominee
	on the board of directors of the listed
	entity, potential conflict of interest
	arising out of such agreements, etc;

C. Subscription of Equity Shares of BDPL:

Britannia, Bel and BDPL have entered into a SSA for subscription of equity shares of BDPL by way of rights issue. The details of the proposed transaction are set out below:

S. No	Particulars	Details
1.	Name of the target entity, along with	Britannia Dairy Private Limited
	details such as turnover, size
2.	Whether the acquisition would fall	Yes, the subscription would fall under
	within related party transaction(s) and	related party transaction and the
	whether the promoter/ promoter	promoter group is interested.
	group/ group companies have any
	interest in the entity being acquired?	The transaction is on arms' length basis.
	If yes, nature of interest and details
	thereof and whether the same is done
	at "arms length'

3.	Industry in which the entity being	Dairy Industry
	acquired belongs
4.	Objects and effects of acquisition		Additional infusion of funds into BDPL for
					the purpose of its business
5.	Brief details of any governmental or	No
	regulatory approvals required
6.	Indicative time period for completion	30 days from the execution date of SSA
	of acquisition
7.	Nature of consideration			Cash consideration
8.	Cost of acquisition or price at which	Britannia: ~INR 214.9 Crores
	acquisition is made			Bel SA: ~INR 206.5 Crores
9.	Percentage	of shareholding	post	Britannia: 51%
	acquisition				Bel SA: 49%
10.	Brief background about the entity	BDPL is engaged in the business of
	acquired in terms of products / line of	development, manufacturing, marketing,
	business	acquired,	date	of	trading, distribution and selling of dairy
	incorporation, history of last 3 years	products in the Territory.
	turnover, country in which the
	acquired entity has presence and any
	other significant information (in brief)