Britannia Industries Ltd. — Proxy Solicitation & Information Statement 2021

Jan 13, 2021

BRITANNIA INDUSTRIES LIMITED

CIN: L15412WB1918PLC002964

Registered Office: 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India.

Phone: 033 22872439/2057; Fax: 033 22872501

Website: www.britannia.co.in E-mail Id: investorrelations@britindia.com

NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF BRITANNIA INDUSTRIES LIMITED (CONVENED PURSUANT TO ORDER DATED 23 DECEMBER, 2020, AS CORRECTED BY A CORRIGENDUM DATED 11 JANUARY, 2021 TO ORDER DATED 23 DECEMBER, 2020 BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH)

MEETING
Day	Monday
Date	15 February, 2021
Time	11:00 A.M.
Mode	Through Video Conferencing or Other Audio-Visual Means

REMOTE E-VOTING
Commencing on	Thursday, 21 January, 2021 at 10:30 A.M.
Ending on	Sunday, 14 February, 2021 at 5:00 P.M.

INDEX

Sr. No.	Contents	Page No.
1.	Notice of Meeting of Equity Shareholders of Britannia Industries Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 convened pursuant to an Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020 of the Hon'ble National Company Law Tribunal, Kolkata Bench	2
2.	Explanatory Statement pursuant to Section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	10
3.	Annexure 1 to Explanatory Statement	19
	Scheme of Arrangement between Britannia Industries Limited ("Applicant Company") and its Members ("Scheme")
4.	Annexure 2 to Explanatory Statement	31
	Unaudited Financial Results of the Applicant Company for the quarter and half year ended 30 September, 2020
5.	Annexure 3 to Explanatory Statement	44
	Report of the Board of Directors of the Applicant Company under Section 232(2)(c) of the Companies Act, 2013
6.	Annexure 4 to Explanatory Statement	46
	Complaints Reports dated 4 November, 2020 and 11 November, 2020 submitted by the Applicant Company to BSE Limited and The National Stock Exchange of India Limited, respectively
7.	Annexure 5 to Explanatory Statement	50
	Observation letters of BSE Limited and the National Stock Exchange of India Limited dated 17 December, 2020 on the Scheme
8.	Form of Proxy	55

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH

COMPANY APPLICATION (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN:L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India.

..... Applicant Company

NOTICE CONVENING MEETING OF EQUITY SHAREHOLDERS OF BRITANNIA INDUSTRIES LIMITED

To,

The Equity Shareholders of Britannia Industries Limited

NOTICE is hereby given that by an Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020, the Hon'ble National Company Law Tribunal, Kolkata Bench ("Tribunal") has directed a meeting, inter alia, of the Equity Shareholders of Britannia Industries Limited, the Applicant Company, to be held for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the said Applicant Company and its Members ("Scheme").

In view of the ongoing COVID-19 pandemic and related social distancing norms and in pursuance of the said Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020 and as directed therein, further notice is hereby given that a Meeting of the Equity Shareholders of the Applicant Company will be held virtually through Video Conferencing or Other Audio-Visual Means ("VC/OAVM") on Monday, 15 February, 2021 at 11:00 A.M. to consider, and, if thought fit, to pass the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ('Act'):

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the provisions of the Memorandum and Articles of Association of Britannia Industries Limited ("Applicant Company") and subject to the sanction of the Kolkata Bench of the Hon'ble National Company Law Tribunal (hereinafter referred to as "the Tribunal"), and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Applicant Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the Scheme of Arrangement between Britannia Industries Limited and its Members ("Scheme") presented in Company Application (CAA) No.1447/ KB/2020 filed by the Applicant Company before the Hon'ble Tribunal, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal or its appellate authority(ies)/while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or diffculties that may arise in giving effect to the Scheme of Arrangement, as the Board may deem fit and proper."

TAKE FURTHER NOTICE that the shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes in person or by proxy through e-voting system available at the meeting held virtually on Monday, 15 February, 2021 at 11:00 A.M. or by remote electronic voting ("remote e-voting") during the period as stated below:

REMOTE E-VOTING
Commencement of voting	Thursday, 21 January, 2021 at 10:30 A.M.
End of Voting	Sunday, 14 February, 2021 at 5:00 P.M.

A copy of the said Scheme of Arrangement, Explanatory Statement pursuant to Section 230(3) and other applicable provisions of the Companies Act, 2013 along with all annexures to such statement and Form of Proxy are enclosed herewith and can also be obtained free of charge at the registered office of the Company or at the office of Advocate, Mr. Arunabha Deb, Temple Chambers, 1st floor, Room No. 35, 6, Old Post Office Street, Kolkata- 700001. A copy of this notice and the accompanying documents are also placed on the website of the Applicant Company www.britannia.co.in and the website of National Securities Depository Limited www.evoting.nsdl.com, being the agency appointed by the Applicant Company to provide the e-voting and other facilities for convening of the Meeting.

The Hon'ble Tribunal has appointed Mrs. Manju Bhuteria, Advocate to be the Chairperson of the said meeting of the Equity Shareholders of the Applicant Company and Mr. Mohan Ram Goenka, FCA (Membership Number: F4515), to be the Scrutineer for the said meeting.

The above mentioned Scheme of Arrangement, if approved at the aforesaid meeting, will be subject to the subsequent sanction of the Hon'ble Tribunal.

Sd/- Dated: 12 January, 2021 Mrs. Manju Bhuteria, Advocate Place: Kolkata Chairperson appointed for the Meeting

Drawn by: Mr. Arunabha Deb Advocate of the Applicant Company Temple Chambers, 1st Floor, 6, Old Post Office Street, Kolkata- 700 001.

Notes for Meeting of Equity Shareholders of the Applicant Company:

1) ONLY REGISTERED EQUITY SHAREHOLDERS OF THE COMPANY MAY ATTEND AND VOTE EITHER IN PERSON OR BY PROXY. A SHAREHOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF. SUCH PROXY NEED NOT BE A MEMBER/ SHAREHOLDER OF THE COMPANY.

The authorized representative of a body corporate which is a registered equity shareholder of the Company may attend and vote at the meeting of the equity shareholders of the Company provided a certified copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the meeting of the equity shareholders of the Company, is deposited at the registered office of the Company or sent by email to investorrelations@britindia.com not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the equity shareholders of the Company.

Foreign Institutional Investors (FIIs) who are registered as shareholders of the Applicant Company would be required to deposit certified copies of the power of attorney, authorizing the individual named therein, to attend and vote at the meeting on their behalf. The said documents must be deposited at the registered office of the Applicant Company or sent by email to investorrelations@britindia.com not later than 48 (forty eight) hours before the scheduled time of the commencement of the Meeting.

It is further clarified that Proxies can only vote through e-voting system available at the meeting held virtually through VC/OAVM and not through any other mode.

• 2) A person can act as proxy on behalf of shareholders not exceeding fifty (50) and holding in the aggregate not more than ten percent (10%) of the total share capital of the Company. In case a proxy is proposed to be appointed by a shareholder holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.
• 3) A Proxy form is sent herewith. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution/authority, as applicable. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company or sent by email to investorrelations@britindia.com, duly completed and signed, not less than 48 (forty eight) hours before the scheduled time of the commencement of the meeting.
• 4) The form of proxy can be obtained free of charge from the registered office of the Company or from the office of Mr. Arunabha Deb, Advocate On Record, Temple Chambers, 1st floor, Room No. 35, 6, Old Post Office Street, Kolkata – 700001.
• 5) In terms of the Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal, meeting of Equity Shareholders of the Applicant Company ("Meeting") will be held through Video Conferencing/Other Audio-Visual Means ('VC/OAVM') in accordance with provisions of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed procedure for participation and voting at the Meeting is given hereinbelow.
• 6) As per the Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal, the presence of the Equity Shareholders will be recorded virtually instead of attendance slip.
• 7) The quorum for the meeting of the equity shareholders of the Company shall be as prescribed under Section 103 of the Companies Act, 2013 read with the rules made thereunder as mentioned in the said Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal. Equity Shareholders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum.

• 8) Shareholders are informed that in case of joint holders attending the Meeting, only such joint holder whose name stands first in the Register of Members / list of beneficial owners of the Applicant Company in respect of such joint holding will be entitled to vote.

• 9) Since the Meeting will be held virtually through VC/OAVM, as aforesaid, route map and attendance slip are not attached to this Notice and the venue of the Meeting shall be deemed to be the Registered Office of the Company.

• 10) The Notice along with all annexures is being sent by E-mail to all the equity shareholders who have registered their E-mail ID's with the Company/Registrar and Share Transfer Agents and physical copy of the Notice along with all annexures is being sent in permitted mode to all the equity shareholders who have not registered their E-Mail ID's and whose names appear in the Register of Members / List of Beneficial Owners as on 31 December, 2020.
• 11) Any person, who acquires shares of the Company and become shareholder of the Company after dispatch of the notice and holding shares as on Friday, 8 January, 2021 may download the Notice from Company's website www.britannia.co.in or may write to the Company Secretary at the registered address of the Company for availing the Notice. The Notice will also be displayed on the website of the NSDL www.evoting.nsdl.com and website of stock exchanges www.bseindia.com and www.nseindia.com.
• 12) The notice convening the meeting will be published through advertisement in (i) "The Telegraph" in the English language; and (ii) translation thereof in "Anandabazar Patrika" in Bengali language as per the requirements of Section 230 of the Companies Act, 2013 in Form No. CAA 2 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016.

PROCEDURE FOR ATTENDING THE MEETING THROUGH VC/OAVM:

• 13) Shareholders will be able to attend the Meeting through VC/OAVM and view the live webcast of the Meeting at www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN for Meeting. The facility to join the Meeting will be kept open 30 minutes before the time scheduled to start the Meeting. Shareholders are requested to join the Meeting by following the procedure given herein below.
• 14) Shareholders who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, Shareholders can also use the OTP based login for logging into the e-voting system of NSDL.
• 15) Shareholders are requested to join the Meeting through Laptops for better experience and will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connected via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 16) Shareholders may note that the VC/OAVM Facility, provided by NSDL, allows participation of atleast 1,000 Shareholders on a first-come-first-served basis. The large shareholders (i.e., shareholders holding 2% or more shareholding), promoters, institutional investors, directors, key managerial personnel, can attend the Meeting without any restriction on account of first-come-first-served principle.
• 17) Shareholders who need assistance before or during the Meeting, can contact NSDL at evoting@nsdl.co.in or at toll free numbers 1800 1020 990/1800 22 4430 or contact Mr. Amit Vishal, Senior Manager, NSDL at amitv@nsdl.co.in / +91 9920264780 or Ms. Pallavi Mhatre, Manager, at pallavid@nsdl.co.in /+91-75066 82281.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS ON THE SCHEME OF ARRANGEMENT:

• 18) As the Meeting is being conducted through VC / OAVM, Shareholders are encouraged to express their views / send their queries in advance mentioning their name, DP Id / Client Id / Folio Number, PAN, E-mail Id and mobile number to investorrelations@britindia.com to enable smooth conduct of Meeting. Questions / Queries received by the Company on the aforementioned Email Id by Monday, 8 February, 2021, 5:00 P.M IST shall only be considered and responded.
• 19) Shareholders who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP ID / Client ID/ Folio Number, PAN and mobile number to investorrelations@britindia.com before Monday, 8 February, 2021, 5:00 P.M IST. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. Speakers are requested to submit their questions in advance to investorrelations@britindia.com by Monday, 8 February, 2021, 5:00 P.M IST.

20) The Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the Meeting.

PROCEDURE FOR REMOTE E-VOTING AND VOTING AT THE MEETING:

• 21) In terms of the said Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal and in accordance with Section 230(4) of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 and the Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Equity Shareholders of the Applicant Company shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes in person or by proxy through e-voting in virtual meeting convened through VC/ OAVM on Monday, 15 February, 2021 at 11:00 A.M or by remote electronic voting ("remote e-voting") during the period commencing from 10:30 A.M. on 21 January, 2021 and ending at 5:00 P.M. on 14 February, 2021. The Applicant Company has engaged the services of National Securities Depository Limited www.evoting.nsdl.com as the authorized agency to provide the e-voting facility
• 22) Shareholders whose name appears in the Register of Members or in the Register of Beneficial Owners maintained by the depositories as on Friday, 8 January, 2021 shall only be entitled to attend and vote at the Meeting. A person who is not a Member as on the relevant date should treat this Notice of the Meeting for information purpose only.

Any person, who acquires shares of the Company and become shareholder of the Company after dispatch of the notice and holding shares as on Friday, 8 January, 2021, may obtain the login ID and password by sending a request at evoting@nsdl.co.in or investorrelations@britindia.com. However, if he or she is already registered with NSDL, he or she can use existing user id and password for attending and voting at the Meeting.

23) Only those Shareholders, who will be present in the meeting through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the virtual meeting.

If you cast your votes by remote e-voting, you will nevertheless be entitled to attend the meeting in person through VC/OAVM and participate in the discussions in the virtual meeting held through VC/OAVM but you will not be entitled to vote again by e-voting during such meeting held virtually through VC/OAVM. If you do so, the votes so cast by you at the virtual meeting held through VC/OAVM shall be treated as invalid. Once the vote on the resolution is cast by a shareholder, he or she will not be allowed to change it subsequently.

• 24) The voting rights of the shareholders shall be in proportion to their shareholding in the Applicant Company as on the close of the business hours of Friday, 8 January, 2021.
• 25) It is hereby clarified that it is mandatory for Equity Shareholders to vote using the e-voting facility only, subject to compliance with the instructions for e-voting. The voting right may be exercised either by remote e-voting within prescribed period or by e-voting during the meeting being convened through VC/OAVM.
• 26) The procedure for e-voting on the day of the Meeting is same as the instructions for remote e-voting.

INSTRUCTIONS FOR REMOTE E-VOTING:

27) The remote e-voting period begins on Thursday, 21 January, 2021 at 10:30 A.M. and ends on Sunday, 14 February, 2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The instructions for remote e-voting are given herein below:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholders' section.
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

1. Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical		Your User ID is:
a)	For Shareholders who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b)	For Shareholders who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**.
c)	For Shareholders holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the company For example if your folio number is 001 and EVEN is 101456 then user ID is 101456001.

1. Your password details are given below:

2. a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
4. c) How to retrieve your 'initial password'?

If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.

• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
• b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting. nsdl.com.
• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, PAN, name and registered address.
• d) Shareholders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote. The EVEN is 115518.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL INFORMATION TO SHAREHOLDER:

• 28) The Portal will remain open for voting from Thursday, 21 January, 2021, 10:30 A.M. till Sunday, 14 February, 2021, 5:00 P.M.
• 29) Institutional shareholders (i.e. other than individuals, HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to goenkamohan@gmail.com with a copy marked to evoting@nsdl.co.in and investorrelations@britindia.com.
• 30) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 31) However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the toll free numbers - 1800 1020 990/1800 22 4430.

• 32) In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free numbers 1800 1020 990/1800 22 4430 or send a request to or contact Mr. Amit Vishal, Senior Manager/Ms. Pallavi Mhatre, Manager, NSDL, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013 at telephone numbers 022- 24994360/022 24994545 or at E-mail Id evoting@nsdl.co.in.

• 33) A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the relevant date only shall be entitled to avail the facility of remote e-Voting or cast vote through e-Voting system during the Meeting.

• 34) Any queries/ grievances in relation to the voting by remote e-voting or in virtual meeting by e-voting through VC/OAVM may be addressed to Mr. T. V. Thulsidass, Company Secretary of the Applicant Company at Registered office: 5/1A, Hungerford Street, Kolkata - 700017, West Bengal, India or through Email to thulsidasstv@britindia.com or can be contacted at 080-37687232.
• 35) The aforesaid resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of all Equity Shareholders of the Applicant Company casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of the said meeting (i.e.,15 February, 2021) of the Equity Shareholders of the Applicant Company under Section 230(1) read with Section 232(1) of the Companies Act, 2013.
• 36) The documents referred to in the Notice and accompanying Explanatory Statement shall be available for inspection without any fee by the Equity Shareholders on all working days (except Saturdays, Sundays and Public holidays) from 10.00 A.M. to 4.00 P.M. at the Registered Office of the Applicant Company, from the date of dispatch of this Notice up to the date of the Meeting and shall also be available for inspection at Meeting. This Notice of the Meeting of Equity Shareholders of the Applicant Company is also displayed / posted on the website of the Applicant Company www.britannia.co.in, website of NSDL www.evoting.nsdl.com and website of stock exchanges www.bseindia.com and www.nseindia.com.
• 37) Pursuant to the provision of Section 108 of the Act read with rules thereof, Mr. Mohan Ram Goenka, FCA (Membership Number: F4515) has been appointed as the Scrutineer to scrutinize the Remote e-Voting process and casting vote through the e-Voting system during the Meeting in a fair and transparent manner.

DECLARATION OF RESULTS ON THE RESOLUTION

38) The results of the voting on the resolution(s) set out in the Notice, will be declared on or before Thursday, 18 February, 2021. The declaration of results, together with the Scrutinizer's Report, will be displayed on the Notice Board of Applicant Company at its registered office, on the website of the Applicant Company www.britannia.co.in and on the website of NSDL www.evoting.nsdl.com besides being communicated to the Stock Exchanges.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH

COMPANY APPLICATION (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN:L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata -700017, West Bengal, India.

..... Applicant Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

1. Details of Order of the Tribunal directing, calling, convening and conducting of Meeting:

Pursuant to an Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the National Company Law Tribunal, Kolkata Bench ("Tribunal") in Company Application No.1447/KB/2020, a meeting of the Equity Shareholders of the Applicant Company is directed to be held virtually through Video conferencing or other Audio-visual means ("VC/OAVM") on Monday, 15 February, 2021 at 11:00 A.M. for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

2. Rationale and Benefits:

The Rationale and Benefits of the said Scheme of Arrangement are, inter alia, as follows:

• i. The Company has built up substantial Accumulated Profits (defined in the Scheme), over the years from its retained profits. The Accumulated Profits are well above the Company's current and likely future operational needs. Further, barring unforeseen circumstances, the Company is confident of generating incremental cash over the next few years. Overall reserves position is expected to improve further even after considering cash requirements for the Company's capex programme and working capital requirements. The Company expects to have reasonable liquidity position and also has adequate debt raising capability.

• ii. Further, upon taking into consideration the Company's capability to generate strong cash flow and the Accumulated Profits being more than what is needed to fund the Company's future growth, the Company is of the view that these excess funds can be optimally utilized to reward its members in such difficult and unprecedented times by way of distribution.

• iii. At the same time, in keeping with the Company's philosophy of conservative cash management and being mindful of the challenging business environment, the Company is of the view that it would be prudent to retain liquidity in the Company. Accordingly, the Company has proposed, inter alia, to distribute such funds amongst its members in such manner and to such extent, as the Board (defined in the Scheme), may decide, by means of fully paid up debentures by way of bonus and distribute dividends in terms of the said Scheme by utilizing the Accumulated Profits (defined in the Scheme).

• iv. Even after issue of Debentures and payment of dividend in accordance with the Scheme, the Company would continue to have sufficient cash resources to discharge its liabilities towards its lenders and other stakeholders on time and in the ordinary course of its business.
• v. The Scheme is in the best interests of the Members (defined in the Scheme) and other stakeholders of the Company.
• vi. A copy of the Scheme is annexed and marked as Annexure 1 hereto.

3. Particulars of the Applicant Company:

• i. Britannia Industries Limited (the "Applicant Company" or "BIL") was incorporated under the Indian Companies Act, 1913 on 21 March, 1918 as a public limited (Non-government Company) company under the name, 'The Britannia Biscuit Company Limited'. The name of the Company was changed to 'Britannia Industries Limited' on 3 October, 1979. The Corporate Identification Number of the Company is L15412WB1918PLC002964 and PAN number is AABCB2066P. The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.
• ii. The Company's registered office is situated at 5/1A, Hungerford Street Kolkata 700 017, West Bengal, India. The Company's website address is www.britannia.co.in and email address is investorrelations@britindia.com.
• iii. The Company is a widely held public listed company in which public holds 49.45% of the issued, subscribed and paid-up share capital of the Company.
• iv. The Company is engaged in the manufacture and sale of packaged food products.
• v. The objects for which the Company was incorporated are set out in its Memorandum of Association which inter alia are as follows: -
• To manufacture, buy, sell, prepare for market and deal in farinaceous foods of all kinds and in particular biscuits, breads, cakes and confectionary and foods of every description suitable for infants and invalids.
• To carry on business as bakers and confectioners and to manufacture, buy, sell, refine, prepare, grow, import, export and deal in provisions of all kinds both wholesale and retail whether solid or liquid.
• To prepare, manufacture, process, improve, buy, sell, import, export, trade in and deal in and with, whether as wholesalers, retailers, principals or agents or otherwise, poultry and livestock of any description, milk, cream, butter, cheese, eggs, bacon, porkpie, sausage, potted and preserved meats, delicatessen, protein and health foods and processed foods of any kind.
• To engage in and conduct the business of research in the field of foods and drinks of every description and to carry on investigations and experiments of all kinds, to originate, develop and improve any discoveries, inventions, processes and formulae with a view to putting the same to commercial and / or industrial use and particularly to manufacture, operate, sell or otherwise transfer, lease, license the use of, distribute or otherwise dispose of and generally to deal in proprietory interests of every kind and description as a result thereof.
• vi. There has been no change in the Name, Registered Office and Objects of the Company in the last 5 years.
• vii. The share capital structure of the Company as on 31 December, 2020 is as follows:-

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,868,296 equity shares of ` 1/- each	240,868,296
Total	240,868,296

The Company has outstanding employee stock options the exercise of which may result in an increase in the issued, subscribed and paid-up share capital of the Company.

viii. The details of Promoters (including Promoter group), Directors and Key Managerial Personnel ("KMPs") of the Applicant Company as on 31 December, 2020 along with their addresses are mentioned herein below:

Sl.	Name	Address	No. of Shares	% of
No.				shareholding
1.	Associated Biscuits International Limited	34 Ely Place, London, England, EC1N 6TD	10,78,09,000	44.76
2.	Bannatyne Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,83,110	1.16
3.	Dowbiggin Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
4.	Nacupa Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
5.	Valletort Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
6.	Spargo Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
7.	Mr. Nusli N Wadia	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	4,500	0.00
8.	Mr. Ness N Wadia	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	16,202	0.01
		Total	12,17,52,892	50.55

B. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMPs"):

Sl.	Name	Designation	Address	No. of	% of
No.				shares	shareholding
	DIRECTORS
1	Mr. Nusli N Wadia	Chairman	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	4,500	0.00
2	Mr. Varun Berry	Managing Director	C 11 Epsilon Residential Villas No.370/3, Yemalur Main Road, Off Old Airport Road, Bangalore 560037	0	0.00
3	Mr. Avijit Deb	Director	1, Rajendra Deb Road, Barabazar, Kolkata 700007	0	0.00
4	Mr. Jeh N Wadia	Director	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	0	0.00
5	Mr. Keki Dadiseth	Director	8A Manek L D Ruparel Marg, Malabar Hill, Mumbai 400006	464	0.00
6	Dr. Ajai Puri	Director	Flat 82, Prince Albert Court, 33 Prince Albert Road, London, NWB7LU GB	0	0.00
7	Mr. Ness N Wadia	Director	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	16,202	0.01
8	Dr. Y.S.P Thorat	Director	226E, Tarabai Park, General Thorat Road, Opp. Kiran Bungalow, Tarabai Park, Kolhapur 416003	113	0.00
9	Mr. Keki Elavia	Director	2A, Anand Bhavan 36th Road, Bandra, Mumbai 400050	0	0.00

Sl.	Name	Designation	Address	No. of	% of
No.				shares	shareholding
10	Dr. Ajay Shah	Director	38 Patrakar Chs Ltd, Gandhi Nagar Road No.4, Bandra East, Mumbai 400051	0	0.00
11	Mrs. Tanya Dubash	Director	Hasman Bungalow, 89B Bhulabhai Desai Road, Mumbai 400026	0	0.00
	KEY MANAGERIAL PERSONNEL ("KMPs")
1	Mr. Natarajan Chief 101 Elegant Sunny Regency Venkataraman Financial Apartment, Chennakesava Officer Layout Off, Hennur Main Road, Bangalore 560084			0	0.00
2	Mr. T.V. Thulsidass	Company Secretary	338, 22nd Cross, 9th Main HSR Layout Sector-7, Bengaluru 560102	0	0.00

4. Approval of the Board of Directors:

i. The Board of Directors of the Applicant Company at their Meeting held on 5 October, 2020 unanimously approved the Scheme, as given below:

Name of Director	Designation	Voted in favour / against / did not participate or vote
Mr. Nusli N Wadia Chairman		Voted in Favour
Mr. Varun Berry	Managing Director	Voted in Favour
Mr. Avijit Deb	Director	Voted in Favour
Mr. Jeh N Wadia	Director	Voted in Favour
Mr. Keki Dadiseth	Director	Voted in Favour
Dr. Ajai Puri	Director	Voted in Favour
Mr. Ness N Wadia	Director	Voted in Favour
Dr. Y.S.P Thorat	Director	Voted in Favour
Dr. Ajay Shah	Director	Voted in Favour
Mr. Keki Elavia	Director	Voted in Favour
Mrs. Tanya Dubash	Director	Voted in Favour

5. Salient Features of the Scheme:

The salient features of the Scheme are, inter alia, as stated below. The capitalized terms used in the salient features shall have the same meaning as ascribed to them in Clause 1.1 of Part I of the Scheme and the salient features are to be read subject to the same rules of interpretation as stated in Clause 1.2 of Part I of the Scheme.

• (a) Appointed Date: The Scheme shall be effective from the Appointed Date i.e., the Effective Date.
• (b) Effective Date: The Scheme as approved or imposed or directed by the Tribunal or made as per Clause 10 of the said Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date, means the day on which last of the conditions specified in Clause 11 (Conditions Precedent) of the said Scheme are complied with or otherwise duly waived.
• (c) Scheme conditional upon approvals/ sanctions: The Scheme is conditional upon and subject to the following:
• i. The Company having obtained no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;

• ii. approval of the Scheme by the requisite majority of each class of Members of the Company and such other classes of Persons of the Company, if any, as applicable or as may be required under the Act, the SEBI Circular (including seeking approval of the shareholders of the Company through e-voting, as applicable) or as may be directed by the Tribunal;

• iii. the sanction and order of the Tribunal, under Sections 230 of the Act for approving the Scheme, being obtained by the Company;

• iv. the certified copy of the order of the Tribunal approving the Scheme being filed with the Registrar of Companies, Kolkata.
• (d) Issue of Debentures as Bonus and Payment of Dividend:
• i. Upon the coming into effect of the said Scheme, the Company shall:
• issue and allot by way of bonus, 1 (one) fully paid-up Debenture of the face value of INR 29/- (Rupees Twenty Nine only) each, by utilizing its General Reserve, for every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each; and
• pay dividend of INR 12.50/- (Rupees Twelve and Fifty Paisa only) per every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each ("Dividend") by utilizing its Accumulated Profits

to those Members whose names appear in the register of members of the Company as on the Record Date. It is hereby clarified, the date of declaration for the purposes of allotment of Debentures and payment of Dividend shall be the Effective Date.

• ii. The issuance of Debentures and payment of Dividend in terms of the said Scheme will be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes including but not limited to a Company withholding Taxes at the applicable rates as per Applicable Laws on the aggregate of the face value of Debentures allotted to the Members as well as the Dividend paid to the Members on the Record Date. However, such issue of Debentures and payment of Dividend in the manner contemplated herein will not entail declaration or distribution of any dividend for the purposes of Section 123 of the Act, and the provisions of the said section shall not be applicable.
• iii. The issuance of Debentures and payment of Dividend in terms of the said Scheme in regard to any equity shares of the Company which are held in abeyance under the provisions of Section 126 of the Act or any other relevant provisions of the Act shall pending allotment or settlement of dispute by order of a court or otherwise and subject to applicable laws, be held in abeyance by the Company. In case any Member is ineligible by virtue of provisions of the Articles of Association of the Company, the Act, rules, regulations and guidelines formulated by SEBI or RBI or the provisions of any other applicable laws to hold, acquire or accept the Debentures, then such a Member is solely responsible for liquidating the Debentures and ensure compliance with such Applicable Laws.
• (e) Terms and condition of the Debentures:
• i. The Debentures shall be issued on the terms and conditions consistent with the principal terms and conditions which have been set forth in Schedule 1 to the said Scheme and the Board of Directors are authorised to formalise the detailed terms and conditions of the Debentures in accordance with Applicable Laws.
• ii. The Board of Directors shall appoint a Debenture Trustee. The role and responsibility of the Debenture Trustee shall be as set forth in the debenture trust deed ("Debenture Trust Deed") to be executed between the Company and Debenture Trustee. The approval of the said Scheme by the Members in terms hereof shall be deemed as an irrevocable consent of each Member to the Debenture Trustee or any of its agents or authorised officials to do all acts, deeds and things necessary in respect of the effective implementation of the terms of Debentures in terms of the Debenture Trust Deed, and no further actions or affirmations will be necessary from the Members in this regard.
• iii. As soon as practicable after the issuance of the Debentures, the Company shall take necessary steps towards listing the Debentures on the Stock Exchanges, subject to regulatory approvals, with a view to provide liquidity to the Debenture holders. The Debentures will not be registered in any jurisdiction outside India or listed on any stock exchange outside India
• (f) Process for declaration of Dividend and Issuance of the Debentures: In terms of Clause 4 of the Scheme, the per share distribution by the Company shall be an aggregate of the face value of Debenture and the Dividend as per the said Scheme, which shall be issued or paid, as the case may be, subject to applicable Taxes (including deduction/ withholding of Taxes) within a period of 30 (thirty) days from the Record Date to the Members eligible to receive the same, in the manner as set out in the said Scheme.

(g) Issue of Debentures:

• i. The Company shall transfer an amount equivalent to the aggregate amount of Debentures required to be issued in terms of the said Scheme to a Merchant Banker appointed by the Company to act on behalf of the Members and also act as an agent and trustee of the Members. The Merchant Banker shall receive the aforesaid amounts in an on-shore escrow account opened for this purposes with a scheduled commercial bank in India ("Escrow Account") for and on behalf of and in trust for the Members. The aforesaid payment to the Merchant Banker shall be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes (including deduction/ withholding of Taxes). Such payment shall constitute a valid and proper discharge of the Company's obligation to make such payments to each Member in terms of the said Scheme.
• ii. The Merchant Banker shall immediately after receipt of funds pursuant to the above, pay to the Company the said funds (without any lien, hold-back or deduction of any nature whatsoever), for and on behalf of and as trustee of the Members entitled to Debentures, out of the Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of the Members by the Merchant Banker shall be a payment by the Members entitled to the Debentures under the said Scheme towards the cost of acquisition of the Debentures under the said Scheme. Thus, the cost of acquisition of each Debenture in the hands of the Members shall be the face value of such Debenture.
• iii. Upon receipt of the payment by the Company from the Merchant Banker as above, for and on behalf of and as trustee of the Members entitled to Debentures, the Company shall proceed to issue and allot to the Members as on the Record Date, appropriate number of Debentures to which the concerned Member is entitled by virtue of his/her/its equity shareholding in the Company on the Record Date in the ratio stipulated in the said Scheme.
• iv. The Debentures allotted to the Members pursuant to the said Scheme shall be allotted in dematerialized form to the Members who are holding equity shares of the Company in dematerialized form, or from whom the Company has received a notice in writing prior to the Record Date of details of their demat account with a depository participant and who have provided such other confirmation and details as maybe required, by direct credit to the account of each Member. No letter of allotment shall be issued for the Debentures in such cases.
• v. To the extent of any Member holding equity shares of the Company in physical form, the Company shall issue and allot Debentures in dematerialised form and keep the same in a separate suspense account specifically opened by the Company for the credit of such Debenture. Those Members who shall convert their physical shares into dematerialised form, can approach the Company for transfer of such Debentures held by the Company in the suspense account, as aforesaid, and the Company shall upon receiving such request transfer the same to the respective Member once such Member provides details of his/her/its demat account along with such other documents as may be required. The respective Members shall have all the rights of Members of the Company, including the right to receive interest and other corporate benefits, pending the transfer of Debentures.
• (h) Distribution of Dividend: The Company shall transfer an amount equivalent to the aggregate amount of Dividend from its Accumulated Profits, in terms of the said Scheme to the Members, net of applicable Taxes in accordance with the provisions of the said Scheme.
• (i) Taxes: The issue of Debentures by the Company and the payment of Dividend shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and the Company shall transfer the amount of Dividend payable to the Members subject to applicable Taxes (including deduction/ withholding of Taxes) arising with respect to the entire distribution contemplated in the Scheme. Any Taxes including deducted and/ or withheld by the Company shall be considered towards the discharge of the Company's obligations in terms of the said Scheme. The Company shall deposit the applicable Taxes (including Taxes withheld/ deducted) with the Appropriate Authorities within applicable timelines. The Company shall further on or before the Record Date publish on its website or may request the Members to share information, documents or any other details necessary for the purpose of deduction or withholding of Tax. For the sake of clarity, the issue of Debentures by the Company and the payment of Dividend shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and any Taxes (including deduction/ withholding of Taxes) shall be to solely to the account of respective Members. It is clarified that in case of equity shares transferred to Investor Education and Protection Fund ("IEPF") pursuant to the provisions of Section 124(6)

of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including modifications and amendments thereof), the Debentures and the Dividend, shall also be credited to the IEPF's account or demat account in the name of IEPF subject to deduction/ withholding of applicable Taxes and in compliance with the terms of the Scheme.

• (j) Balance in General Reserve: The excess of balance available in the General Reserves after utilising the same for the purpose of issue of Debentures, as an integral part of the said Scheme, with effect from the Effective Date would be transferred from General Reserves to the balance in profit and loss account (retained earnings) of the Company, without any further act or deed.
• (k) Deemed Approval under Section 180 of the Act: The borrowing powers of the Company shall be deemed to have been increased from INR 2000 crore to INR 5000 crore. It is hereby clarified that the consent of the Members to the Scheme shall be deemed as an approval of the Members under Section 180(1)(c) read with section 180(1)(a) or any other applicable provisions under the Act for increasing the borrowing limits of the Company, from INR 2000 crore to INR 5000 crore (together with right to pledge/ hypothecate/ mortgage and/ or charge the assets, both movable and immovable to the extent of the aforementioned amount) without any further act or deed, and that no separate process would be required to be followed by the Company for increasing such borrowing limits.

Note: The above details are only the salient features of the Scheme. The shareholders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. Amount due to unsecured creditors:

As on 30 November, 2020, the Applicant Company has 3,380 (Three Thousand Three Hundred and Eighty) unsecured creditors and the amount due to such unsecured creditors is ` 4,44,31,74,016/- (Four Hundred Forty Four Crore Thirty One Lakh Seventy Four Thousand and Sixteen Rupees only).These creditors are all creditors in the ordinary course of business and will also be paid in the ordinary course.

Apart from the usual unsecured creditors arising out of the day to day operations of the Applicant Company, there are five Commercial Paper Holders of the Applicant Company. As on 30 November, 2020, the amount due to CP Holders is ` 12,70,00,00,000/- (Rupees One Thousand Two Hundred Seventy Crores only).

7. Interest of Directors, Key Managerial Personnel and their relatives:

None of the Directors and KMPs of the said Applicant Company and their relatives have any concern or interest in the Scheme of Arrangement, except to the extent of their shareholding, if any, in the Applicant Company.

8. Effect of Scheme on Stakeholders:

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders - Promoter and Non-Promoter Shareholders

Since no equity shares of the Company are proposed to be issued to its members pursuant to the Scheme, there will be no change in the shareholding pattern of the Company. The shareholders as on the Record Date (as defined in the Scheme) will be eligible to receive bonus debentures and dividend, in terms of the Scheme.

• B. Directors
• i. The Scheme will have no effect on the office of existing Directors of the Applicant Company. The Directors of the Applicant Company will continue to be Directors of the Applicant Company after the scheme comes into effect. It is clarified that the composition of the Board of Directors of the Applicant Company may change by appointments, retirements or resignations in accordance with the provisions of the Act but the Scheme itself does not affect the office of Directors of the Applicant Company.
• ii. The effect of the Scheme on Directors of the Applicant Company in their capacity as shareholders of the said Applicant Company is the same as in case of other shareholders of the said Applicant Company.
• C. Employees

The Scheme will have no effect on the existing employees of the Applicant Company.

• D. Creditors
• i. Creditors of the Applicant Company will continue to be creditors on the same terms and conditions, as before.
• ii. As such the Scheme embodies the arrangement between the Applicant Company and its members. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Applicant Company.

E. Debenture holders and Debenture Trustees

The secured debentures issued by the Applicant Company have not yet matured and a Debenture Trustee had been appointed by the Board of Directors of the Applicant Company to protect the rights and interest of the Debenture Holders. The securities created by the Applicant Company and charged are sufficient to secure the said debentures.

F. Depositors and Deposit Trustees

The Applicant Company have not taken term deposits from depositors. No deposit trustees have been appointed.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

Report of the Board of Directors of the Applicant Company under Section 232(2)(c) of the Companies Act, 2013 is annexed and marked as Annexure 3 hereto.

9. No investigation proceedings:

There are no proceedings pending under Sections 210 to 227 of the Companies Act, 2013 against the Applicant Company.

10. The Scheme does not contain or provide for Corporate Debt Restructuring. The Scheme as proposed will not in any manner adversely or prejudicially affect the rights of any creditors of the Applicant Company or contemplate any compromise or arrangement with the creditors of the Applicant Company.

11. Share Capital Structure:

The Pre-Arrangement share capital structure of the Applicant Company as on 31 December, 2020 is as under:

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,868,296 equity shares of ` 1/- each	240,868,296
Total	240,868,296

There will be no change in the share capital structure post-arrangement as contemplated in the Scheme.

12. The Applicant Company has since also prepared its unaudited financial results for the quarter and half year ended 30 September, 2020, a copy whereof annexed and marked as Annexure 2 hereto.

13. Auditors Certificate of conformity of accounting treatment in the Scheme with Accounting Standards:

The Auditors of the Applicant Company have confirmed that the accounting treatment in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

14. No valuation report and fairness opinion:

• i. The proposed Scheme envisages: (i) payment of dividend to the members; and (ii) issue of unsecured, nonconvertible, redeemable, fully paid-up debentures by way of bonus to the members.
• ii. Pursuant to the Scheme, no equity shares of the Company are proposed to be issued as consideration to its members. Thus, there will be no change in the shareholding pattern of the Company.
• iii. Thus, the Scheme does not fall within the ambit of any of the conditions mentioned in Para I(A)(4)(c) of Annexure I of the SEBI Circular dated 10 March 2017 on Scheme of Arrangements ("SEBI Circular"). Hence, there is no requirement for obtaining a valuation report from an independent chartered accountant or a registered valuer.
• iv. Para I(A)(2) of Annexure I of SEBI Circular specifies that a listed entity shall obtain a fairness opinion from a SEBI Registered merchant banker in case there is a valuation of assets / shares done by the valuer for the listed entity and unlisted entity. Pursuant to the Scheme, no equity shares shall be issued by the Company as consideration.
• v. Thus, there is no valuation of any assets / shares being undertaken and therefore, there is no requirement for obtaining valuation report and fairness opinion.

15. Details of approvals, sanctions and no objections for the Scheme:

• i. The details of approvals and no objections required are mentioned in clause 11 of the Scheme. The Applicant Company has submitted complaints reports dated 4 November, 2020 and 11 November, 2020 with Stock Exchanges as required under the SEBI Circular. The copies of the complaints reports are annexed and marked as Annexure 4 hereto. The Stock Exchanges have already given their `no adverse observation' to the Scheme. The copies of the observation letters are annexed and marked as Annexure 5 hereto.
• ii. Further, the Applicant Company confirms that notice of the Scheme in the prescribed form is also being served on all Authorities in terms of the Order of the Hon'ble Tribunal dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020.

16. Inspection of Documents:

In addition to the documents annexed hereto, the copies of following documents will be open for inspection at the Registered Office of the Applicant Company on any working day, (between 10:00 A.M. to 4:00 P.M.) except Saturdays, Sundays and Public Holidays prior to the date of the Meeting:

• a. Certified copy of the Order dated 23 December, 2020 together with a certified copy of the Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the National Company Law Tribunal, Kolkata Bench in Company Application (CAA) No.1447/KB/2020;
• b. Copy of the Scheme of Arrangement;
• c. Memorandum and Articles of Association of the Applicant Company;
• d. Audited Financial Statements of the Applicant Company for the financial year ended 31 March, 2020;
• e. Certificates of the Statutory Auditors of the Applicant Company confirming the accounting treatment under the Scheme;
• f. Register of Shareholding of Directors' and Key Managerial Personnel of the Applicant Company;
• g. Form No GNL-1 filed by the Applicant Company with the Registrar of Companies, along with the challan dated 8 January, 2021, evidencing filing of the Scheme;
• h. All other documents displayed on the Applicant Company's website in terms of the SEBI Circular dated 10 March, 2017, including Report of the Audit Committee of the Applicant Company.

Sd/- Dated: 12 January, 2021 Mrs. Manju Bhuteria, Advocate Place: Kolkata Chairperson appointed for the Meeting

Drawn by: Mr. Arunabha Deb Advocate of the Applicant Company Temple Chambers, 1st Floor, 6, Old Post Office Street, Kolkata- 700 001.

Annexure 1

SCHEME OF ARRANGEMENT

BETWEEN

BRITANNIA INDUSTRIES LIMITED

AND

ITS MEMBERS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A) PREAMBLE

This scheme of arrangement provides for (i) payment of dividend; (ii) issue of unsecured, non-convertible, redeemable, fully paid-up debentures by way of bonus to the Members (as defined hereinafter) of Britannia Industries Limited ("Company") by utilising the general reserve and/ or balance in the profit and loss account (retained earnings) of the Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act (as defined hereinafter) ("Scheme"). This Scheme also provides for transfer of excess balance available in the General Reserves (as defined hereinafter) after utilising the same for the purpose of issue of Debentures (as defined hereinafter) as stated herein, to profit and loss account (retained earnings) of the Company and various other matters consequential thereto or otherwise integrally connected therewith.

(B) DESCRIPTION OF THE COMPANY

The Company is a public listed company incorporated under the Indian Companies Act, 1913, having its registered office at 5/1A, Hungerford Street Kolkata - 700017, West Bengal. The corporate identification number of the Company is L15412WB1918PLC002964. The Company was incorporated under the Indian Companies Act, 1913 on 21 March 1918 as a public limited (Non-government Company) company under the name, 'The Britannia Biscuit Company Limited'. The name of the Company was changed to 'Britannia Industries Limited' on October 3, 1979. The equity shares of the Company are listed on the Stock Exchange(s) (as defined hereinafter). The Company is engaged in the manufacture and sale of packaged food products.

(C) RATIONALE OF THE SCHEME

• 1. The Company has built up substantial Accumulated Profits (as defined hereinafter), over the years from its retained profits. The Accumulated Profits are well above the Company's current and likely future operational needs. Further, barring unforeseen circumstances, the Company is confident of generating incremental cash over the next few years. Overall reserves position is expected to improve further even after considering cash requirements for the Company's capex programme and working capital requirements. The Company expects to have reasonable liquidity position and also has adequate debt raising capability.
• 1. Further, upon taking into consideration the Company's capability to generate strong cash flow and the Accumulated Profits being more than what is needed to fund the Company's future growth, the Company is of the view that these excess funds can be optimally utilized to reward its members in such difficult and unprecedented times by way of distribution.
• 1. At the same time, in keeping with the Company's philosophy of conservative cash management and being mindful of the challenging business environment, the Company is of the view that it would be prudent to retain liquidity in the Company. Accordingly, the Company has proposed, inter alia, to distribute such funds amongst its members in such manner and to such extent, as the Board (as defined hereinafter), may decide, by means of fully paid up debentures by way of bonus and distribute dividends in terms of this Scheme by utilizing the Accumulated Profits (as defined hereinafter).
• 1. Even after issue of Debentures and payment of dividend in accordance with the Scheme, the Company would continue to have sufficient cash resources to discharge its liabilities towards its lenders and other stakeholders on time and in the ordinary course of its business.

The Scheme is in the best interests of the Members (as defined hereinafter) and other stakeholders of the Company.

(D) PARTS OF THE SCHEME

The Scheme is divided into the following parts:

• 1. PART I deals with the definitions, interpretations and share capital of the Company;
• 1. Part II deals with the issue of Debentures as bonus and payment of Dividend; and
• 1. PART III deals with the general terms and conditions applicable to this Scheme.

PART I

DEFINITIONS, SHARE CAPITAL AND DATE OF TAKING EFFECT THIS SCHEME

1. DEFINITIONS

1.1. In this Scheme, (i) capitalised terms defined by inclusion in quotations and/ or parenthesis shall have the meanings so ascribed; and (ii) the following expressions shall have the meanings ascribed hereunder:

"Act" means the Companies Act, 2013;

"Accumulated Profits" means the undistributed profits of the Company as reflected in the accounts of the Company, which have been built over the years and which forms part of the reserves and surplus of the Company. The reserves and surplus of the Company includes the accumulated profits available in the General Reserve as well the balance in profit and loss accounts (retained earnings);

"Applicable Law" or "Law" means any applicable national, foreign, provincial, local or other law including applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; and (b) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

"Appointed Date" means the Effective Date;

"Appropriate Authority" means:

• (a) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, Tribunal, central bank, commission or other authority thereof;
• (b) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, Tax, importing, exporting or other governmental or quasi-governmental authority including without limitation, RBI and the Tribunal; and
• (c) Stock Exchanges.

"Board" or "Board of Directors" means the board of directors of the Company, and shall include a committee of directors or any person authorized by such board of directors or such committee of directors duly constituted and authorized for the matters pertaining to this Scheme or any other matter relating hereto;

"Company" means Britannia Industries Limited, a company incorporated under the provisions of the Indian Companies Act, 1913, having corporate identification number L15412WB1918PLC002964 and its registered office at 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India;

"Debentures" means unsecured, non-convertible, redeemable, fully paid-up debentures issued to the Members as on the Record Date, by way of bonus, out of the Accumulated Profits of the Company, pursuant to Clause 4.2 and in accordance with this Scheme. The principal terms and conditions of these Debentures have been set forth in Schedule 1 to this Scheme;

"Debenture Trustee" means a debenture trustee registered with the SEBI pursuant to SEBI (Debenture Trustee) Regulations 1993;

"Dividend" has the meaning ascribed to such term in Clause 4.2;

"Effective Date" means the day on which last of the conditions specified in Clause 11 (Conditions Precedent) of this Scheme are complied with or otherwise duly waived.

Reference in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date;

"Escrow Account" has the meaning ascribed to such term in Clause 6.2.1;

"FEMA Debt Regulations" means the Foreign Exchange Management (Debt Instruments) Regulations, 2019;

"General Reserves" means and includes the reserve of the Company which has been built primarily through transfer of retained undistributed profits, pursuant to the provisions of the Act read with Companies (Declaration and Payment of Dividend) Rules, 2014 and erstwhile notified rules under the provisions of Companies Act 1956, namely, the Companies (Transfer of Profits to Reserves) Rules, 1975 and which forms a part of the reserves of the Company, as reflected in the accounts of the Company;

"Income Tax Act" shall mean the Income-tax Act, 1961, as may be amended or supplemented from time to time (and any successor provisions) together with all applicable by-laws, rules, regulations, orders, ordinances, policies, directions and similar applicable Laws or supplements issued thereunder;

"INR" or "Rs" or "Rupee(s)" means Indian Rupee, the lawful currency of the Republic of India;

"Member" means every person holding equity shares of the Company and the term "Members" shall be construed accordingly;

"Merchant Banker" means Category I merchant banker registered with SEBI under the SEBI (Merchant Bankers) Regulations 1992;

"Person" means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

"RBI" means the Reserve Bank of India;

"Record Date" means such date as may be fixed by the Board of Directors of the Company after the approval of the Scheme, to determine the eligibility of Members to receive the Debentures and Dividend thereon;

"RoC" means the relevant jurisdictional Registrar of Companies having jurisdiction over the Company;

"Scheme" or "this Scheme" means this scheme of arrangement as modified from time to time;

"SEBI" means the Securities and Exchange Board of India;

"SEBI Circular" means the circulars issued by the SEBI, being Circular CFD/DIL3/CIR/2017/21 dated 10 March 2017, Circular CIR/IMD/DF/50/2017 dated 26 May 2017 and any amendments thereof, modifications issued pursuant to Regulations 11, 37 and 94 of the SEBI LODR;

"SEBI Debt Regulations" means the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time;

"SEBI LODR Regulations" means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time;

"Stock Exchanges" means BSE Limited and the National Stock Exchange of India Limited, collectively;

"Tax" or "Taxes" means any and all taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied or leviable by reference to income, profits, book profits, gains, net wealth, asset values or otherwise and shall further include payments or amounts payable in respect of or on account of Tax whether by way of deduction at source, income tax, withholding tax, advance tax, minimum alternate tax, equalisation levy, dividend distribution tax, representative assessee tax, or otherwise including any sum of whatsoever nature leviable under the Income Tax Act and all penalties, charges, surcharge, cess, costs and interest in relation to the above; and

"Tribunal" means the Kolkata bench of the National Company Law Tribunal having jurisdiction over Company.

• 1.2. In this Scheme, unless the context otherwise requires:
• 1.2.1. words denoting the singular shall include the plural and vice versa;
• 1.2.2. reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to a legal provision shall include any subordinate legislation made from time to time under such a statutory provision;
• 1.2.3. any Person includes that Person's legal heirs, administrators, executors, liquidators, successors, successorsin-interest and permitted assigns, as the case may be;
• 1.2.4. headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the same; and
• 1.2.5. the words "include" and "including" are to be construed without limitation.

2. SHARE CAPITAL

2.1. The share capital structure of the Company as on 30 September, 2020 is as follows:

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,725,630 equity shares of ` 1 each	240,725,630
Total	240,725,630

Subsequent to the aforesaid date, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Company until the date of approval of the Scheme by the Board of the Company.

The Company has outstanding employee stock options the exercise of which may result in an increase in the issued, subscribed and paid-up share capital of the Company.

2.2. The Accumulated Profits of the Company as on 31 March 2020 (last audited) is as follows:

PARTICULARS	AMOUNT
	(INR in Crore)
General Reserve
Balance at the beginning of the period/ year (1 April 2019)	745.31
Addition / utilisation during the period / year	148.43
Balance at the end of the period/ year (31 March 2020)	893.74
Balance in the profit and loss account (retained earnings)
Balance at the beginning of the period/ year (1 April 2019)	3163.18
Add: Profit for the period / year	1484.30
Less: Appropriations
Dividend	360.48
Dividend Distribution Tax	61.79
Transfer to General Reserve	148.43
Issue of bonus debentures	720.95
Tax on bonus debentures	146.84
Transfer to debenture redemption reserve	180.24
Balance as at the end of the period /year (31 March 2020)	3028.75

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

3.1. This Scheme in its present form or with any modification(s), as may be approved or imposed or directed by the Tribunal or made as per Clause 10 of this Scheme, shall become effective from the Effective Date.

PART II ISSUE OF DEBENTURES AS BONUS AND PAYMENT OF DIVIDEND

4. ISSUE OF DEBENTURES AS BONUS AND PAYMENT OF DIVIDEND

• 4.1. The provisions of this Clause 4 shall operate notwithstanding anything to the contrary in this Scheme or in any instrument, deed or writing.
• 4.2. Upon the coming into effect of this Scheme, the Company shall:
• 4.2.1.issue and allot by way of bonus, 1 (one) fully paid-up Debenture of the face value of INR 29 /- (Rupees Twenty Nine only) each, by utilizing its General Reserve, for every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each; and
• 4.2.2.pay dividend of INR 12.50/- (Rupees Twelve and Fifty Paisa only) per every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each ("Dividend") by utilizing its Accumulated Profits.

to those Members whose names appear in the register of members of the Company as on the Record Date. It is hereby clarified, the date of declaration for the purposes of allotment of Debentures and payment of Dividend shall be the Effective Date.

• 4.3. The process of issuance of Debenture and payment of Dividend is set out in Clause 6.2 and Clause 6.3, hereunder.
• 4.4. The issuance of Debentures and payment of Dividend pursuant to Clause 4.2 of this Scheme will be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes including but not limited to a Company withholding Taxes at the applicable rates as per Applicable Laws on the aggregate of the face value of Debentures allotted to the Members as well as the Dividend paid to the Members on the Record Date. However, such issue of Debentures and payment of Dividend in the manner contemplated herein will not entail declaration or distribution of any dividend for the purposes of Section 123 of the Act, and the provisions of the said section shall not be applicable.
• 4.5. The issuance of Debentures and payment of Dividend in terms of this Scheme in regard to any equity shares of the Company which are held in abeyance under the provisions of Section 126 of the Act or any other relevant provisions of the Act shall pending allotment or settlement of dispute by order of a court or otherwise and subject to applicable laws, be held in abeyance by the Company. In case any Member is ineligible by virtue of provisions of the Articles of Association of the Company, the Act, rules, regulations and guidelines formulated by SEBI or RBI or the provisions of any other applicable laws to hold, acquire or accept the Debentures, then such a Member is solely responsible for liquidating the Debentures and ensure compliance with such Applicable Laws.

5. TERMS AND CONDITIONS OF THE DEBENTURES

• 5.1. The Debentures shall be issued on the terms and conditions consistent with the principal terms and conditions which have been set forth in Schedule 1 to this Scheme and the Board of Directors are hereby authorised to formalise the detailed terms and conditions of the Debentures in accordance with Applicable Laws.
• 5.2. The Board of Directors shall appoint a Debenture Trustee. The role and responsibility of the Debenture Trustee shall be as set forth in the debenture trust deed ("Debenture Trust Deed") to be executed between the Company and Debenture Trustee. The approval of this Scheme by the Members in terms hereof shall be deemed as an irrevocable consent of each Member to the Debenture Trustee or any of its agents or authorised officials to do all acts, deeds and things necessary in respect of the effective implementation of the terms of Debentures in terms of the Debenture Trust Deed, and no further actions or affirmations will be necessary from the Members in this regard.
• 5.3. As soon as practicable after the issuance of the Debentures, the Company shall take necessary steps towards listing the Debentures on the Stock Exchanges, subject to regulatory approvals, with a view to provide liquidity to the Debenture holders. The Debentures will not be registered in any jurisdiction outside India or listed on any stock exchange outside India.

6. PROCESS FOR DECLARATION OF DIVIDEND AND ISSUANCE OF THE DEBENTURES

• 6.1 In terms of Clause 4 of the Scheme, the per share distribution by the Company shall be an aggregate of the face value of Debenture in terms of Clause 4.2.1 and the Dividend in terms of Clause 4.2.2, which shall be issued or paid, as the case may be, subject to applicable Taxes (including deduction/ withholding of Taxes) within a period of 30 (thirty) days from the Record Date to the Members eligible to receive the same, in the manner as set out below.
• 6.2 Issue of Debentures (in terms of Clause 4.2.1)
• 6.2.1 The Company shall transfer an amount equivalent to the aggregate amount of Debentures required to be issued in terms of this Scheme to a Merchant Banker appointed by the Company to act on behalf of the Members and also act as an agent and trustee of the Members. The Merchant Banker shall receive the aforesaid amounts in an on-shore escrow account opened for this purposes with a scheduled commercial bank in India ("Escrow Account") for and on behalf of and in trust for the Members. The aforesaid payment to the Merchant Banker shall be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes (including deduction/ withholding of Taxes). Such payment shall constitute a valid and proper discharge of the Company's obligation to make such payments to each Member in terms of the Scheme.
• 6.2.2 The Merchant Banker shall immediately after receipt of funds pursuant to sub-clause 6.2.1 above, pay to the Company the said funds (without any lien, hold-back or deduction of any nature whatsoever), for and on behalf of and as trustee of the Members entitled to Debentures, out of the Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of the Members by the Merchant Banker shall be a payment by the Members entitled to the Debentures under this Scheme towards the cost of acquisition of the Debentures under this Scheme. Thus, the cost of acquisition of each Debenture in the hands of the Members shall be the face value of such Debenture.
• 6.2.3 Upon receipt of the payment by the Company from the Merchant Banker in terms of sub-clause 6.2.2 above, for and on behalf of and as trustee of the Members entitled to Debentures, the Company shall proceed to issue and allot to the Members as on the Record Date, appropriate number of Debentures to which the concerned Member is entitled by virtue of his/her/its equity shareholding in the Company on the Record Date in the ratio stipulated in Clause 4.2 above.
• 6.2.4 The Debentures allotted to the Members pursuant to this Scheme shall be allotted in dematerialized form to the Members who are holding equity shares of the Company in dematerialized form, or from whom the Company has received a notice in writing prior to the Record Date of details of their demat account with a depository participant and who have provided such other confirmation and details as maybe required, by direct credit to the account of each Member. No letter of allotment shall be issued for the Debentures in such cases.
• 6.2.5 To the extent of any Member holding equity shares of the Company in physical form, the Company shall issue and allot Debentures in dematerialised form and keep the same in a separate suspense account specifically opened by the Company for the credit of such Debenture. Those Members who shall convert their physical shares into dematerialised form, can approach the Company for transfer of such Debentures held by the Company in the suspense account, as aforesaid, and the Company shall upon receiving such request transfer the same to the respective Member once such Member provides details of his/her/its demat account along with such other documents as may be required. The respective Members shall have all the rights of Members of the Company, including the right to receive interest and other corporate benefits, pending the transfer of Debentures.

6.3 Distribution of Dividend (in terms of Clause 4.2.2)

6.3.1 The Company shall transfer an amount equivalent to the aggregate amount of Dividend from its Accumulated Profits, in terms of Clause 4.2.2 of this Scheme to the Members, net of applicable Taxes in accordance with Clause 6.4 below.

6.4 Taxes

6.4.1 The issue of Debentures by the Company in terms of Clause 4.2.1 above and the payment of Dividend in terms of Clause 4.2.2 above shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and the Company shall transfer the amount of Dividend payable in terms of Clause 4.2.2 above to the Members subject to applicable Taxes (including deduction/ withholding of Taxes) arising with respect to the entire distribution contemplated under Clause 4.2 above of the Scheme.

Any Taxes including deducted and/ or withheld by the Company shall be considered towards the discharge of the Company's obligations under Clause 4.2 above and this Clause 6.

• 6.4.2 The Company shall deposit the applicable Taxes (including Taxes withheld/ deducted) with the Appropriate Authorities within applicable timelines. The Company shall further on or before the Record Date publish on its website or may request the Members to share information, documents or any other details necessary for the purpose of deduction or withholding of Tax. For the sake of clarity, the issue of Debentures by the Company in terms of Clause 4.2.1 above and the payment of Dividend in terms of Clause 4.2.2 above shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and any Taxes (including deduction/ withholding of Taxes) shall be to solely to the account of respective Members.
• 6.5 It is clarified that in case of equity shares transferred to Investor Education and Protection Fund ("IEPF") pursuant to the provisions of Section 124(6) of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including modifications and amendments thereof), the Debentures and the Dividend, shall also be credited to the IEPF's account or demat account in the name of IEPF subject to deduction/ withholding of applicable Taxes and in compliance with Clause 6 above.

7. ACCOUNTING TREATMENT

• 7.1. The proposed issuance of Debentures and declaration of Dividend pursuant to the Scheme shall be reflected in the books of account of the Company in the manner as set out below:
• 7.1.1. An amount representing the aggregate amount of face value of the Debentures and cash Dividend payable shall be transferred, from the General Reserve and/or balance in profit & loss accounts (retained earnings) of the Company, as the case may be, to the Dividend Payable Account;
• 7.1.2. An amount representing the aggregate amount of face value of the Debentures shall be remitted to the Merchant Bankers (authorised representative of the Members) by debiting the Dividend Payable Account;
• 7.1.3. An amount representing Tax withheld on behalf of the Members (i.e. tax deducted at source) and payable by the Company in terms of this Scheme shall be transferred from the Dividend Payable Account of the Company to the Tax Payable Account;
• 7.1.4. The balance amount lying in the Dividend Payable Account with respect to 'cash dividend' payable to the members under this Scheme shall be remitted to the Shareholders;
• 7.1.5. An amount representing the tax payable by the Company as stated in Clause 7.1.3 shall be transferred from the Tax Payable Account to the Central Government Account (being payment of tax deducted at source on the aggregate amount of dividend declared);
• 7.1.6. The proposed investment of the aggregate amount of the face value of the Debentures by the Merchant Bankers (authorised representative of the Members) by receipt of such an amount into the bank account of the Company in terms of Clause 6 above, for and on behalf of the Members, shall be reflected in the books of account of the Company in the following manner:
• (a) An amount representing the aggregate face value of the Debentures, transferred to the bank account of the Company by the Merchant Banker, being the payment for and on behalf of the Members towards subscription to the Debentures under this scheme, shall be debited to the bank account of the Company and credited to Debenture Subscription Account; and
• (b) An amount representing the aggregate face value of the Debentures will be transferred from Debenture Subscription Account to Debentures liability account on issuance of debentures by the Company to its Members.

7.2. The excess of balance available in the General Reserves after utilising the same for the purpose of issue of Debentures as stated in Clause 4.2 above, as an integral part of this Scheme, with effect from the Effective Date would be transferred from General Reserves to the balance in profit and loss account (retained earnings) of the Company, without any further act or deed.

PART III GENERAL TERMS & CONDITIONS

8. NON RESIDENTS

• 8.1 Regulation 6 of the Foreign Exchange Management (Debt Instruments) Regulations, 2019 ("FEMA Debt Regulations") has permitted Indian companies to issue non-convertible redeemable debentures to non-resident members including by way of distribution as bonus from its general reserves under a scheme of arrangement approved by the Tribunal in India under the provisions of the Act, as applicable, subject to such terms and conditions as applicable. The allotment of the Debentures to the Members in terms of this Scheme shall be made in accordance with the provisions of FEMA Debt Regulations and accordingly the Company is not required to procure a specific approval from the RBI in regard to allotment of Debentures to non-resident Members. The Members shall be responsible for complying with the Applicable Laws, including their country of residence at the time of allotment and/ or sale of Debentures and/ or repatriation of money received from the sale of such Debentures and the Company shall not be responsible or liable for the same in any manner whatsoever.
• 8.2 In accordance with the regulations prescribed by SEBI and RBI, the Company shall take all necessary steps towards listing of the Debentures as prescribed under the Applicable Laws.

9. APPLICATIONS/PETITIONS TO THE TRIBUNAL

9.1 The Company shall make and file all applications and petitions under sections 230 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

10. MODIFICATION OR AMENDMENTS TO THIS SCHEME

• 10.1 The Board of the Company may make any modifications or amendments to this Scheme at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate. The Board of the Company may consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose.
• 10.2 For the purposes of giving effect to this Scheme, the Board may give such directions including directions for settling and / or resolving all doubts, difficulties or questions that may arise in relation to the meaning or interpretation of the respective sections of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or order of the Tribunal or any other authority or otherwise, howsoever arising out of, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and/ or any matters concerned or connected therewith and to do and execute all acts, deeds, matters and things necessary for giving effect to this Scheme and such directions shall be binding as if the same were specifically incorporated in this Scheme.

11. CONDITIONS PRECEDENT

• 11.1. Unless otherwise decided (or waived) by the Company, the Scheme is conditional upon and subject to the following conditions precedent:
• 11.1.1 The Company having obtained no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;

• 11.1.2 approval of the Scheme by the requisite majority of each class of Members of the Company and such other classes of Persons of the Company, if any, as applicable or as may be required under the Act, the SEBI Circular (including seeking approval of the shareholders of the Company through e-voting, as applicable) or as may be directed by the Tribunal;

• 11.1.3 the sanction and order of the Tribunal, under Sections 230 of the Act for approving the Scheme, being obtained by the Company; and

• 11.1.4 the certified copy of the order of the Tribunal approving the Scheme being filed with the Registrar of Companies, Kolkata.

12. WITHDRAWAL OF THIS SCHEME, NON-RECEIPT OF APPROVALS AND SEVERABILITY

• 12.1 The Company shall be at liberty to withdraw the Scheme, any time before the Scheme is made effective.
• 12.2 The provisions of this Scheme are inextricably inter-linked with the other provisions of this Scheme and this Scheme constitutes an integral whole. This Scheme shall be given effect to only in its entirety.

13. MISCELLENEOUS

• 13.1 This Scheme and issuance of Debentures hereunder is intended exclusively for the Members of the Company and does not constitute an offer or an invitation to the public to subscribe to the Debentures. Neither this Scheme, nor any related document shall be construed as an offer document or prospectus in any manner or for any purpose whatsoever.
• 13.2 Since the Debentures will be listed on the Stock Exchanges, the same shall be treated as exempt deposits as per provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder irrespective of whether there is a charge on the assets of the Company or not.
• 13.3 In the event of there being any pending share transfers/ entitlement of shares due to any reason, of any Member of the Company or any persons claiming shares through such member, including any transfer to IEPF pursuant to Clause 6.5 above or the orders/ directions of any other Statutory authority, the Board of Directors shall be empowered in appropriate cases, prior to or even subsequent to the Record Date to effectuate such changes in the registered holder of such shares as if such changes were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of the shares in the Company and in relation to the payment of Dividend and issuance of the Debentures after the effectiveness of this Scheme in terms of Clause 4 of the Scheme.
• 13.4 The existing provisions of the Income Tax Act provide that both Dividend and issuance of Debentures shall be taxed in the hands of the shareholders. In the event there is a change in the Income Tax Act whereby on the Effective Date, Tax on payment of Dividend and/ or the issuance of Debentures is payable by the Company instead of the shareholders and/ or there is a change in the applicable Tax rate (including withholding Tax rate) on payment of Dividend and/ or issuance of Debentures, then the Debenture and/ or Dividend amount may at the discretion of the Board be suitably adjusted and Board is empowered to make consequential amendments to the Scheme.
• 13.5 The borrowing powers of the Company shall be deemed to have been increased from INR 2000 crore to INR 5000 crore. It is hereby clarified that the consent of the Members to the Scheme shall be deemed as an approval of the Members under Section 180(1)(c) read with section 180(1)(a) or any other applicable provisions under the Act for increasing the borrowing limits of the Company, from INR 2000 crore to INR 5000 crore (together with right to pledge/ hypothecate/ mortgage and/ or charge the assets, both movable and immovable to the extent of the aforementioned amount) without any further act or deed, and that no separate process would be required to be followed by the Company for increasing such borrowing limits.
• 13.6 All actions taken by the Company pursuant to and in accordance with this Scheme shall be deemed to have not breached any terms and conditions or any other provisions of the Law.
• 13.7 Nothing contained in this Scheme shall be construed restricting the Company from being entitled to declare and pay dividends, whether interim or final, to its members whether during pendency of the Scheme or otherwise and the holders of the shares of the Company shall save as expressly provided otherwise in the Scheme, continue to enjoy their existing right, including the right to receive dividends, if any. It is clarified that this is an enabling provision only and shall not be deemed to confer any right on any member of the Company to demand or claim any dividend which, subject to the provisions of the Act shall be entirely at the discretion of the Board of the Company and subject to approval, of required, of the members.

13.8 This Scheme is an "arrangement" between the Company and its Members under Section 230 to 232 of the Act and does not envisage the transfer of vesting of any properties and/or liabilities as contemplated in Sections 230 to 232 of the Act. This Scheme does not involve any "conveyance" or "transfer" of any property/liabilities and does not relate to amalgamation or merger of companies in terms of sections 230-232 of the Act, and accordingly this Scheme and the order sanctioning this Scheme shall not be deemed to be a conveyance within the meaning of the Indian Stamp Act, 1899, as applicable to Kolkata (West Bengal), and therefore no stamp duty shall be payable on the Scheme and / or the order sanctioning this Scheme. However, stamp duty, if any, in regard to any instrument / deed / contract / Tribunal order pertaining to the issue and allotment of Debentures shall be paid by the Company as per Applicable Laws.

14 DISCLOSURES MANDATED BY STOCK EXCHANGES

The following disclosures are made pursuant to the observation letters of the Stock Exchanges dated 17 December 2020:

• 14.1 Dr Ajay Shah, is a non-executive independent director of the Company. In relation to Infotech Financials Private Limited and Suprabhat Lala (matter relating to co-location facility and lapses of governance at National Stock Exchange of India Limited (NSE), Show Cause Notices (SCN) dated 3 July 2018 and 14 September 2018 have been issued by the SEBI member and its adjudicating officer respectively to Dr Ajay Shah, in connection with lapses in governance and administration of NSE. Hearing on the SCN issued by the SEBI member took place on the 12 February 2019 and 20 February 2019, whereas the proceedings are yet to commence in SCN issue by adjudicating officer, SEBI. Thereafter, SEBI vide its order dated 30 April 2019, directed that Dr Ajay Shah, should not to hold, directly or indirectly, any position in the management of and/or in the board of or be associated in any manner and in any capacity, with any stock exchange, clearing corporation, depository, recognized or registered by SEBI and/or with any intermediary registered with SEBI or their related entities and/or with any company listed in any of the Stock Exchanges recognized by SEBI, for a period of 2 years. Thereafter on appeal, the Hon'ble Securities Appellate Tribunal, by its order dated 7 May 2019 passed in Appeal Lodging No. 232 of 2019, was pleased to stay the operation of the order dated 30 April 2019, issued by the SEBI in this regard and there has been no further movement on this case.
• 14.2 The Debentures allotted pursuant to the Scheme shall remain frozen in the depository system till listing/ trading permission is given by the designated stock exchange.
• 14.3 There shall be no change in the shareholding pattern of the Company between the Record Date and the listing which may affect the status of the approval provided by BSE Limited through its observation letter to this Scheme, under Regulation 37 of the SEBI LODR.

15 COSTS AND EXPENSES

All costs, charges including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto, (including stamp duty) shall be borne by the Company.

SCHEDULE I

PRINCIPAL TERMS AND CONDITIONS OF DEBENTURE

Issuer	Britannia Industries Limited
Type of instrument	Unsecured, non-convertible, redeemable, fully paid-up Debentures
Issue Size	Based on the total outstanding number of shares and shareholding of the Company as on the date of approval of the Scheme by the Board, the issue size is 24,07,25,630 Debentures of INR 29/- each amounting to INR 698,10,43,270. The actual issue size shall be determined based on the total outstanding number of shares and shareholding of the Company as on the Record Date
Face Value / Principal	INR 29/- per Debenture
Utilization	The amount of subscription of Debentures will be utilised for:
	(i) Capital expenditure in new and/or on-going projects including, renovation & modernization; (ii) Refinancing for meeting the debt requirement in on-going projects and renovation & modernization, during recoupment of expenditure already incurred; and
	(iii) Working capital and other business purposes
Interim Use	Pending utilisation of the subscription money for the purposes described above, the funds will be deployed in the manner as may be considered appropriate by the Company
Security	Debentures will be unsecured in nature
Ranking/ Seniority	The claims of the Debenture holders shall rank pari passu to the claims of any unsecured creditors of the Company and shall be subject to applicable statutory and/or regulatory requirements
Listing	Proposed to be listed on the Stock Exchanges under SEBI Debt Regulations
Credit Ratings	To be obtained from a credit rating agency
Market Lot	One Bonus Debenture of INR 29/- each
Coupon Rate / Interest	The coupon rate per Debenture shall be as may be determined by the Board of Directors after the approval of the Scheme and prior to the date of allotment
Coupon Type	The coupon determined as per above methodology would remain fixed throughout the tenure of the Debentures
Coupon Payment Frequency	Annually i.e. at the end of each twelve (12) calendar month period from the date of allotment of Debentures on the unredeemed balance of each Debenture or if any such date is a holiday, the next working day
Depositories	National Securities Depository Limited and Central Depository Services (India) Limited
Redemption/Maturity	The Debentures shall be redeemed at face value on the third anniversary of the date of their allotment
Taxation	The allotment, interest, principal, redemption amount of Debentures are subject to Taxes including any withholding / deduction as may be applicable in accordance with provisions of Income Tax Act as amended from time to time
Debenture Trustee	A Debenture Trustee shall be appointed by the Board of Directors
Lock in Period	There is no lock-in period for the Debentures

Annexure 2

Z/dEE//Eh^dZ/^>/D/d

;ŽƌƉŽƌĂƚĞ/ĚĞŶƚŝƚLJEƵŵďĞƌ͗>ϭϱϰϭϮtϭϵϭϴW>ϬϬϮϵϲϰͿ

ZĞŐŝƐƚĞƌĞĚKĨĨŝĐĞ͗ϱͬϭ͕,ƵŶŐĞƌĨŽƌĚ^ƚƌĞĞƚ͕<ŽůŬĂƚĂͲϳϬϬϬϭϳ

dĞů͗нϵϭϯϯϮϮϴϳϮϰϯϵͬϮϬϱϳ͕нϵϭϴϬϯϳϲϴϳϭϬϬ͖&Ădž͗нϵϭϯϯϮϮϴϳϮϱϬϭ͕нϵϭϴϬϯϳϲϴϳϰϴϲ

tĞďƐŝƚĞ͗ǁǁǁ͘ďƌŝƚĂŶŶŝĂ͘ĐŽ͘ŝŶ͖ͲŵĂŝůŝĚ͗ŝŶǀĞƐƚŽƌƌĞůĂƚŝŽŶƐΛďƌŝƚŝŶĚŝĂ͘ĐŽŵ

ŽŶƐŽůŝĚĂƚĞĚ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐ

WZd/ ;༤ŝŶƌŽƌĞƐͿ
	^ƚĂƚĞŵĞŶƚŽĨŽŶƐŽůŝĚĂƚĞĚ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ
			d,ZDKEd,^E		^/yDKEd,^E		zZE
^͘EŽ͘	WZd/h>Z^
		ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ZĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ
	^ĂůĞŽĨŐŽŽĚƐͬ/ŶĐŽŵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ		ϯ͕ϯϱϰ͘ϯϱ ϯ͕ϯϴϰ͘ϰϲ ϯ͕ϬϮϮ͘ϵϭ		ϲ͕ϳϯϴ͘ϴϭ	ϱ͕ϳϬϬ͘Ϯϯ	ϭϭ͕ϰϰϯ͘ϵϵ
	KƚŚĞƌŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐ		ϲϰ͘ϳϲ ϯϲ͘Ϯϭ Ϯϱ͘ϵϯ ϭϬϬ͘ϵϳ			ϰϴ͘ϵϰ	ϭϱϱ͘ϱϲ
	dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ		ϯ͕ϰϭϵ͘ϭϭ ϯ͕ϰϮϬ͘ϲϳ	ϯ͕Ϭϰϴ͘ϴϰ	ϲ͕ϴϯϵ͘ϳϴ	ϱ͕ϳϰϵ͘ϭϳ	ϭϭ͕ϱϵϵ͘ϱϱ
	// KƚŚĞƌŝŶĐŽŵĞ	ϳϯ͘ϱϬ	ϵϯ͘ϲϴ	ϲϴ͘ϭϱ	ϭϲϳ͘ϭϮ	ϭϯϱ͘ϲϬ	Ϯϳϵ͘ϰϬ
	/// dŽƚĂůŝŶĐŽŵĞ;/н//Ϳ		ϯ͕ϰϵϮ͘ϲϭ ϯ͕ϱϭϰ͘ϯϱ	ϯ͕ϭϭϲ͘ϵϵ	ϳ͕ϬϬϲ͘ϵϬ	ϱ͕ϴϴϰ͘ϳϳ	ϭϭ͕ϴϳϴ͘ϵϱ
	/s džƉĞŶƐĞƐ
	ŽƐƚŽĨŵĂƚĞƌŝĂůƐĐŽŶƐƵŵĞĚ	ϭ͕ϴϭϮ͘ϰϱ	ϭ͕ϳϳϱ͘ϳϴ	ϭ͕ϱϱϵ͘ϵϱ	ϯ͕ϱϴϴ͘Ϯϯ	Ϯ͕ϵϮϳ͘ϱϲ	ϱ͕ϵϬϭ͘ϭϲ
	WƵƌĐŚĂƐĞƐŽĨƐƚŽĐŬͲŝŶͲƚƌĂĚĞ	Ϯϲϭ͘ϲϴ	ϭϵϱ͘ϵϴ	Ϯϱϴ͘ϲϯ	ϰϱϳ͘ϲϲ	ϱϮϬ͘ϱϱ	ϵϳϯ͘ϳϰ
	ŚĂŶŐĞƐŝŶŝŶǀĞŶƚŽƌŝĞƐŽĨĨŝŶŝƐŚĞĚŐŽŽĚƐ͕ƐƚŽĐŬͲŝŶͲƚƌĂĚĞĂŶĚǁŽƌŬͲŝŶͲ		;ϭϬϴ͘ϵϵͿ Ϯϰ͘ϭϰ ϱ͘ϱϲ				;ϴϰ͘ϴϱͿ ;ϭϰ͘ϴϭͿ ϱϮ͘ϱϳ
	ƉƌŽŐƌĞƐƐ
	ŵƉůŽLJĞĞďĞŶĞĨŝƚƐĞdžƉĞŶƐĞ	ϭϯϰ͘ϰϳ	ϭϯϲ͘ϵϱ	ϭϮϯ͘ϲϮ	Ϯϳϭ͘ϰϮ	Ϯϰϰ͘ϭϵ	ϰϴϲ͘ϲϵ
	&ŝŶĂŶĐĞĐŽƐƚƐ	Ϯϵ͘ϴϭ	Ϯϱ͘ϲϭ	ϭϲ͘ϭϰ	ϱϱ͘ϰϮ	Ϯϲ͘Ϯϰ	ϳϲ͘ϵϬ
	ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϰϴ͘ϰϵ	ϰϳ͘ϵϲ	ϰϰ͘ϴϲ	ϵϲ͘ϰϱ	ϴϵ͘ϲϰ	ϭϴϰ͘ϴϭ
	KƚŚĞƌĞdžƉĞŶƐĞƐ	ϲϰϰ͘ϭϭ	ϱϳϬ͘ϴϵ	ϲϬϴ͘ϴϴ	ϭ͕Ϯϭϰ͘ϵϰ	ϭ͕ϭϴϰ͘ϴϮ	Ϯ͕ϯϰϮ͘Ϯϭ
	dŽƚĂůĞdžƉĞŶƐĞƐ	Ϯ͕ϴϮϮ͘ϬϮ	Ϯ͕ϳϳϳ͘ϯϭ	Ϯ͕ϲϭϳ͘ϲϰ	ϱ͕ϱϵϵ͘Ϯϳ	ϰ͕ϵϳϴ͘ϭϵ	ϭϬ͕Ϭϭϴ͘Ϭϴ
	s WƌŽĨŝƚďĞĨŽƌĞƐŚĂƌĞŽĨƉƌŽĨŝƚŽĨĂƐƐŽĐŝĂƚĞƐ;///Ͳ/sͿ	ϲϳϬ͘ϱϵ	ϳϯϳ͘Ϭϰ	ϰϵϵ͘ϯϱ	ϭ͕ϰϬϳ͘ϲϯ	ϵϬϲ͘ϱϴ	ϭ͕ϴϲϬ͘ϴϳ
	s/ ^ŚĂƌĞŽĨƉƌŽĨŝƚͬ;ůŽƐƐͿŽĨĂƐƐŽĐŝĂƚĞƐ	Ϭ͘ϭϭ	Ϭ͘ϭϬ	Ϭ͘Ϭϭ	Ϭ͘Ϯϭ	Ϭ͘Ϭϯ	Ϭ͘ϰϰ
	s// WƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐĂŶĚƚĂdž;sнs/Ϳ	ϲϳϬ͘ϳϬ	ϳϯϳ͘ϭϰ	ϰϵϵ͘ϯϲ	ϭ͕ϰϬϳ͘ϴϰ	ϵϬϲ͘ϲϭ	ϭ͕ϴϲϭ͘ϯϭ
	s/// džĐĞƉƚŝŽŶĂůŝƚĞŵƐ΀;/ŶĐŽŵĞͿͬdžƉĞŶƐĞ΁;ZĞĨĞƌŶŽƚĞϳͿ	Ϭ͘ϱϮ	Ϭ͘Ϭϵ	ϭ͘ϭϮ	Ϭ͘ϲϭ	ϭϲ͘ϳϯ	ϭϳ͘Ϭϭ
/y	WƌŽĨŝƚďĞĨŽƌĞƚĂdž;s//Ͳs///Ϳ		ϲϳϬ͘ϭϴ ϳϯϳ͘Ϭϱ ϰϵϴ͘Ϯϰ		ϭ͕ϰϬϳ͘Ϯϯ	ϴϴϵ͘ϴϴ	ϭ͕ ϴϰϰ͘ϯϬ
	y dĂdžĞdžƉĞŶƐĞ͗
	;ŝͿƵƌƌĞŶƚƚĂdž;ZĞĨĞƌŶŽƚĞϭϯͿ	ϭϳϳ͘ϳϭ	ϭϵϮ͘ϰϯ	ϭϬϮ͘ϴϬ	ϯϳϬ͘ϭϰ	Ϯϰϵ͘Ϭϭ	ϰϰϳ͘ϲϵ
	;ŝŝͿĞĨĞƌƌĞĚƚĂdžĐŚĂƌŐĞͬ;ĐƌĞĚŝƚͿ		;Ϯ͘ϳϯͿ ϭ͘ϵϰ	;ϳ͘ϮϵͿ		;Ϭ͘ϳϵͿ ;ϭϬ͘ϱϬͿ	ϯ͘Ϭϭ
	dŽƚĂůƚĂdžĞdžƉĞŶƐĞƐ	ϭϳϰ͘ϵϴ	ϭϵϰ͘ϯϳ	ϵϱ͘ϱϭ	ϯϲϵ͘ϯϱ	Ϯϯϴ͘ϱϭ	ϰϱϬ͘ϳϬ
y/	WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ;/yͲyͿ		ϰϵϱ͘ϮϬ ϱϰϮ͘ϲϴ ϰϬϮ͘ϳϯ		ϭ͕Ϭϯϳ͘ϴϴ	ϲϱϭ͘ϯϳ	ϭ͕ϯϵϯ͘ϲϬ
	y// KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ
	;ŝͿ/ƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	ͲZĞŵĞĂƐƵƌĞŵĞŶƚƐŽĨƚŚĞŶĞƚĚĞĨŝŶĞĚďĞŶĞĨŝƚƉůĂŶƐ				;Ϭ͘ϯϬͿ ;Ϭ͘ϯϬͿ ;Ϭ͘ϮϲͿ ;Ϭ͘ϲϬͿ ;Ϭ͘ϱϯͿ ;ϲ͘ϱϬͿ
	;ŝŝͿ/ŶĐŽŵĞƚĂdžƌĞůĂƚŝŶŐƚŽŝƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚ		Ϭ͘Ϭϴ Ϭ͘Ϭϴ Ϭ͘ϭϬ		Ϭ͘ϭϲ	Ϭ͘ϭϵ	ϭ͘ϱϳ
	ƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	/ƚĞŵƐƚŚĂƚǁŝůůďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	Ͳ&ŽƌĞŝŐŶĐƵƌƌĞŶĐLJƚƌĂŶƐůĂƚŝŽŶƌĞƐĞƌǀĞ		;Ϯ͘ϵϴͿ ;Ϭ͘ϱϳͿ Ϯ͘ϴϬ		;ϯ͘ϱϱͿ Ϯ͘ϰϳ		ϭϬ͘Ϭϱ
	dŽƚĂůŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ	;ϯ͘ϮϬͿ	;Ϭ͘ϳϵͿ	Ϯ͘ϲϰ	;ϯ͘ϵϵͿ Ϯ͘ϭϯ		ϱ͘ϭϮ
	y/// dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;y/нy//Ϳ	ϰϵϮ͘ϬϬ	ϱϰϭ͘ϴϵ	ϰϬϱ͘ϯϳ	ϭ͕Ϭϯϯ͘ϴϵ	ϲϱϯ͘ϱϬ	ϭ͕ϯϵϴ͘ϳϮ
	y/s WƌŽĨŝƚĂƚƚƌŝďƵƚĂďůĞƚŽ͗
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ	ϰϵϴ͘ϭϯ	ϱϰϱ͘ϳϬ	ϰϬϰ͘ϮϮ	ϭ͕Ϭϰϯ͘ϴϯ	ϲϱϱ͘Ϯϱ	ϭ͕ϰϬϮ͘ϲϯ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ				;Ϯ͘ϵϯͿ ;ϯ͘ϬϮͿ ;ϭ͘ϰϵͿ ;ϱ͘ϵϱͿ ;ϯ͘ϴϴͿ ;ϵ͘ϬϯͿ
	WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ	ϰϵϱ͘ϮϬ	ϱϰϮ͘ϲϴ	ϰϬϮ͘ϳϯ	ϭ͕Ϭϯϳ͘ϴϴ	ϲϱϭ͘ϯϳ	ϭ͕ϯϵϯ͘ϲϬ
	ys KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĂƚƚƌŝďƵƚĂďůĞƚŽ͗
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ		;ϯ͘ϮϬͿ ;Ϭ͘ϳϵͿ Ϯ͘ϲϰ		;ϯ͘ϵϵͿ Ϯ͘ϭϯ		ϱ͘ϭϮ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ	Ͳ	Ͳ	Ͳ	Ͳ	Ͳ	Ͳ
	KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞƉĞƌŝŽĚ		;ϯ͘ϮϬͿ ;Ϭ͘ϳϵͿ Ϯ͘ϲϰ		;ϯ͘ϵϵͿ Ϯ͘ϭϯ		ϱ͘ϭϮ
	ys/ dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĂƚƚƌŝďƵƚĂďůĞƚŽ͗
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ	ϰϵϰ͘ϵϯ	ϱϰϰ͘ϵϭ	ϰϬϲ͘ϴϲ	ϭ͕Ϭϯϵ͘ϴϰ	ϲϱϳ͘ϯϴ	ϭ͕ϰϬϳ͘ϳϱ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ				;Ϯ͘ϵϯͿ ;ϯ͘ϬϮͿ ;ϭ͘ϰϵͿ ;ϱ͘ϵϱͿ ;ϯ͘ϴϴͿ ;ϵ͘ϬϯͿ
	dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞƉĞƌŝŽĚ	ϰϵϮ͘ϬϬ	ϱϰϭ͘ϴϵ	ϰϬϱ͘ϯϳ	ϭ͕Ϭϯϯ͘ϴϵ	ϲϱϯ͘ϱϬ	ϭ͕ϯϵϴ͘ϳϮ
	ys// WĂŝĚͲƵƉĞƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϲ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϱ
	ys/// WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂů;ZĞĨĞƌŶŽƚĞϭϬͿ				Ϯ͕ϰϳϬ͘ϰϮ	ϭ͕ϯϳϱ͘Ϭϵ	ϭ͕ϱϯϳ͘Ϭϭ
y/y	KƚŚĞƌĞƋƵŝƚLJ				Ϯ͕ϲϱϬ͘ϰϬ	ϯ͕ϱϵϯ͘ϳϭ	ϰ͕ϯϳϴ͘ϳϴ
yy	EĞƚǁŽƌƚŚ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯ͕ϲϳϰ͘ϰϳ	ϯ͕ϲϭϳ͘ϳϰ	ϰ͕ϰϬϮ͘ϴϯ
yy/	ĞďĞŶƚƵƌĞƌĞĚĞŵƉƚŝŽŶƌĞƐĞƌǀĞ				ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ
yy//	ĂƌŶŝŶŐƐƉĞƌƐŚĂƌĞ;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ;ŶŽƚĂŶŶƵĂůŝƐĞĚĨŽƌƚŚĞ
	ƋƵĂƌƚĞƌƐͿ͗ ;ĂͿĂƐŝĐ;༤Ϳ	ϮϬ͘ϳϬ	ϮϮ͘ϲϵ	ϭϲ͘ϴϮ	ϰϯ͘ϯϵ	Ϯϳ͘Ϯϳ	ϱϴ͘ϯϱ
	;ďͿŝůƵƚĞĚ;༤Ϳ	ϮϬ͘ϲϴ	ϮϮ͘ϲϵ	ϭϲ͘ϴϮ	ϰϯ͘ϯϳ	Ϯϳ͘Ϯϲ	ϱϴ͘ϯϰ
yy///	ĞďƚĞƋƵŝƚLJƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϭ͘ϵϮ	Ϭ͘ϯϴ	Ϭ͘ϯϱ
yy/s	ĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				ϯ͘ϰϭ	Ϯϲ͘ϰϲ	ϯ͘ϰϬ
yys	/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯϲ͘ϰϬ	ϯϱ͘ϱϱ	Ϯϱ͘ϮϬ

^ĞĞĂĐĐŽŵƉĂŶLJŝŶŐŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐ ĐŽŶƚŝŶƵĞĚ͙

	ŽŶƐŽůŝĚĂƚĞĚďĂůĂŶĐĞƐŚĞĞƚ		;༤ŝŶƌŽƌĞƐͿ
			ƐĂƚ
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ^^d^
	;ϭͿ EŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿWƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ ;ďͿĂƉŝƚĂůǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐ	ϭ͕ϲϰϵ͘ϳϴ ϳϬ͘ϭϱ	ϭ͕ϳϭϲ͘ϯϳ ϯϵ͘ϱϱ
	;ĐͿ/ŶǀĞƐƚŵĞŶƚƉƌŽƉĞƌƚLJ	ϭϰ͘ϯϯ	ϭϰ͘ϰϳ
	;ĚͿ'ŽŽĚǁŝůů	ϭϯϲ͘ϰϵ	ϭϯϴ͘ϵϳ
	;ĞͿKƚŚĞƌŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ	ϵ͘ϵϮ	ϴ͘ϯϳ
	;ĨͿ/ŶǀĞƐƚŵĞŶƚŝŶĂƐƐŽĐŝĂƚĞƐ	ϭ͘ϲϵ	ϭ͘ϰϴ
	;ŐͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ ;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ
	;ŝŝͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϭ͕ϱϱϬ͘ϵϬ ϮϭϬ͘ϲϵ	ϭ͕ϴϴϮ͘ϵϴ ϮϬϮ͘ϵϱ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϯϬ͘Ϯϵ	ϯϭ͘ϯϯ
	;ŚͿĞĨĞƌƌĞĚƚĂdžĂƐƐĞƚƐ͕;ŶĞƚͿ	ϭϰ͘Ϯϯ	ϭϵ͘ϱϲ
	;ŝͿ/ŶĐŽŵĞƚĂdžĂƐƐĞƚƐ͕;ŶĞƚͿ	ϱϮ͘ϱϮ	ϲϴ͘ϳϳ
	;ũͿKƚŚĞƌŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϲϳ͘ϲϯ	ϰϮ͘ϰϲ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϴϬϴ͘ϲϮ	ϰ͕ϭϲϳ͘Ϯϲ
	;ϮͿ ƵƌƌĞŶƚĂƐƐĞƚƐ ;ĂͿ/ŶǀĞŶƚŽƌŝĞƐ
	;ďͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϭ͕ϰϲϴ͘ϵϵ	ϳϰϬ͘ϵϲ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϰϰϵ͘ϵϲ	ϭ͕ϬϬϴ͘ϳϳ
	;ŝŝͿdƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	ϯϮϭ͘ϰϳ	ϯϮϬ͘ϯϲ
	;ŝŝŝͿĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϰϱ͘ϵϲ	ϴϭ͘Ϯϯ
	;ŝǀͿĂŶŬďĂůĂŶĐĞƐŽƚŚĞƌƚŚĂŶ;ŝŝŝͿĂďŽǀĞ ;ǀͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϯϰ͘Ϯϭ	ϰϭ͘ϲϮ
	;ǀŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϴϴϯ͘ϳϯ ϯϮϬ͘ϱϭ	ϭ͕ϭϭϬ͘ϭϭ ϮϮϵ͘ϳϱ
	;ĐͿKƚŚĞƌĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϭϯϯ͘ϳϭ	ϭϰϮ͘ϭϳ
	dŽƚĂůĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϲϱϴ͘ϱϰ	ϯ͕ϲϳϰ͘ϵϳ
	dŽƚĂůĂƐƐĞƚƐ	ϳ͕ϰϲϳ͘ϭϲ	ϳ͕ϴϰϮ͘Ϯϯ
	// Yh/dzE>//>/d/^
	;ϭͿ ƋƵŝƚLJ
	;ĂͿƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů ;ďͿKƚŚĞƌĞƋƵŝƚLJ	Ϯϰ͘Ϭϳ Ϯ͕ϲϱϬ͘ϰϬ	Ϯϰ͘Ϭϱ ϰ͕ϯϳϴ͘ϳϴ
	ƋƵŝƚLJĂƚƚƌŝďƵƚĂďůĞƚŽĞƋƵŝƚLJŚŽůĚĞƌƐŽĨƚŚĞƉĂƌĞŶƚ	Ϯ͕ϲϳϰ͘ϰϳ	ϰ͕ϰϬϮ͘ϴϯ
	EŽŶͲĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ	ϯϭ͘ϳϬ	ϯϱ͘ϲϱ
	dŽƚĂůĞƋƵŝƚLJ	Ϯ͕ϳϬϲ͘ϭϳ	ϰ͕ϰϯϴ͘ϰϴ
	;ϮͿ >ŝĂďŝůŝƚŝĞƐ
	;Ϳ EŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ ;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ	ϳϱϲ͘ϵϳ	ϳϲϲ͘Ϭϲ
	;ŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϱϮ͘ϱϭ	ϰϲ͘ϱϰ
	;ďͿĞĨĞƌƌĞĚƚĂdžůŝĂďŝůŝƚŝĞƐ͕;ŶĞƚͿ	ϲ͘ϱϳ	ϭϮ͘ϲϵ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϲ͘Ϭϰ	ϭϯ͘ϭϲ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ ;Ϳ ƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϴϯϮ͘Ϭϵ	ϴϯϴ͘ϰϱ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ	ϭ͕ϲϵϱ͘Ϭϱ	ϳϰϳ͘ϵϵ
	;ŝŝͿdƌĂĚĞƉĂLJĂďůĞƐ	Ͳ	Ͳ
	;ĂͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭϵ͘Ϭϱ	ϴ͘ϱϯ
	;ďͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨĐƌĞĚŝƚŽƌƐŽƚŚĞƌƚŚĂŶŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ ;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϭ͕ϰϮϬ͘ϮϬ Ϯϳϰ͘ϱϬ	ϭ͕ϭϬϳ͘ϳϱ ϯϭϭ͘ϵϭ
	;ďͿKƚŚĞƌĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϭϰϭ͘ϰϮ	ϭϱϬ͘Ϭϴ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϵϰ͘ϳϲ	ϭϵϭ͘Ϯϲ
	;ĚͿƵƌƌĞŶƚƚĂdžůŝĂďŝůŝƚŝĞƐ;ŶĞƚͿ	ϭϴϯ͘ϵϮ	ϰϳ͘ϳϴ
	dŽƚĂůĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϯ͕ϵϮϴ͘ϵϬ	Ϯ͕ϱϲϱ͘ϯϬ
	dŽƚĂůĞƋƵŝƚLJĂŶĚůŝĂďŝůŝƚŝĞƐ	ϳ͕ϰϲϳ͘ϭϲ	ϳ͕ϴϰϮ͘Ϯϯ

ĐŽŶƚŝŶƵĞĚ͙

ŽŶƐŽůŝĚĂƚĞĚ^ƚĂƚĞŵĞŶƚŽĨĂƐŚ&ůŽǁ		;༤ŝŶƌŽƌĞƐͿ
WĂƌƚŝĐƵůĂƌƐ	^ŝdžŵŽŶƚŚƐĞŶĚĞĚ
	ϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ	ϯϬ^ĞƉƚĞŵďĞƌϮϬϭϵ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ
ĂƐŚĨůŽǁƐĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĨŝƚďĞĨŽƌĞƚĂdžĂŶĚƐŚĂƌĞŽĨƉƌŽĨŝƚƐͬ;ůŽƐƐͿŽĨĂƐƐŽĐŝĂƚĞƐĂŶĚĂĨƚĞƌĞdžĐĞƉƚŝŽŶĂůŝƚĞŵ	ϭ͕ϰϬϳ͘ϬϮ ϴϴϵ͘ϴϱ
ĚũƵƐƚŵĞŶƚƐĨŽƌ͗
ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϵϲ͘ϰϱ ϴϵ͘ϲϰ
^ŚĂƌĞďĂƐĞĚƉĂLJŵĞŶƚĞdžƉĞŶƐĞ	ϵ͘ϮϮ ϭϬ͘ϴϯ
EĞƚŐĂŝŶŽŶĨŝŶĂŶĐŝĂůĂƐƐĞƚŵĞĂƐƵƌĞĚĂƚĨĂŝƌǀĂůƵĞƚŚƌŽƵŐŚ^ƚĂƚĞŵĞŶƚŽĨWƌŽĨŝƚĂŶĚ>ŽƐƐ	;ϯϮ͘ϰϲͿ ;ϰϰ͘ϲϮͿ
WƌŽĨŝƚŽŶƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	;Ϭ͘ϬϳͿ ;Ϭ͘ϮϴͿ
/ŶƚĞƌĞƐƚŝŶĐŽŵĞĨƌŽŵĨŝŶĂŶĐŝĂůĂƐƐĞƚƐĐĂƌƌŝĞĚĂƚĂŵŽƌƚŝƐĞĚĐŽƐƚ	;ϭϮϴ͘ϲϵͿ ;ϴϰ͘ϲϵͿ
&ŝŶĂŶĐĞĐŽƐƚƐ	ϱϱ͘ϰϮ Ϯϲ͘Ϯϰ
ŚĂŶŐĞƐŝŶ
/ŶǀĞŶƚŽƌŝĞƐ	;ϳϮϴ͘ϴϱͿ ;ϱϮϰ͘ϲϬͿ
dƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	;Ϯ͘ϳϱͿ ϰϰ͘ϳϲ
>ŽĂŶƐƌĞĐĞŝǀĂďůĞ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ͕ŽƚŚĞƌďĂŶŬďĂůĂŶĐĞƐĂŶĚŽƚŚĞƌĂƐƐĞƚƐ	;ϲϬ͘ϯϰͿ ;Ϯϴ͘ϱϳͿ
ĐĐŽƵŶƚƐƉĂLJĂďůĞƐ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͕ŽƚŚĞƌůŝĂďŝůŝƚŝĞƐĂŶĚƉƌŽǀŝƐŝŽŶƐ	ϯϮϰ͘Ϯϳ ϰϵ͘ϱϰ
ĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ /ŶĐŽŵĞͲƚĂdžƉĂŝĚ͕ŶĞƚŽĨƌĞĨƵŶĚ	ϵϯϵ͘ϮϮ	ϰϮϴ͘ϭϬ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	;Ϯϭϳ͘ϱϵͿ ;ϮϭϮ͘ϮϬͿ
	ϳϮϭ͘ϲϯ	Ϯϭϱ͘ϵϬ
ĂƐŚĨůŽǁĨƌŽŵŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
ĐƋƵŝƐŝƚŝŽŶŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚĂŶĚŽƚŚĞƌŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ	;ϵϯ͘ϳϮͿ ;ϭϴϬ͘ϱϴͿ
WƌŽĐĞĞĚƐĨƌŽŵƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	ϭ͘ϲϲ Ϭ͘ϰϭ
^ĂůĞͬ;WƵƌĐŚĂƐĞͿŽĨŝŶǀĞƐƚŵĞŶƚƐ͕ŶĞƚ /ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƉůĂĐĞĚ	ϵϮϯ͘ϯϱ ;Ϯϰϯ͘ϰϮͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƌĞĚĞĞŵĞĚ	;ϴϲϮ͘ϬϵͿ ;ϮϭϬ͘ϱϬͿ ϭ͕ϬϴϬ͘ϬϬ ϱϬϭ͘ϯϲ
/ŶƚĞƌĞƐƚƌĞĐĞŝǀĞĚ	ϭϭϰ͘ϰϴ ϱϳ͘ϲϭ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵͬ;ƵƐĞĚŝŶͿŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϭ͕ϭϲϯ͘ϲϴ	;ϳϱ͘ϭϮͿ
ĂƐŚĨůŽǁĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĐĞĞĚƐĨƌŽŵƐŚĂƌĞĂůůŽƚŵĞŶƚ	ϲϮ͘Ϯϱ Ͳ
WƌŝŶĐŝƉĂůƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚŝĞƐΎΎ	;Ϭ͘ϴϯͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚŽŶůĞĂƐĞůŝĂďŝůŝƚŝĞƐ	;Ϭ͘ϱϰͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚ	;ϲϳ͘ϬϵͿ ;Ϯϭ͘ϬϲͿ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚΎ ŽŶƚƌŝďƵƚŝŽŶĨƌŽŵŶŽŶͲĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚ	ϵϮϯ͘ϲϮ ϭ͕ϮϭϮ͘Ϯϱ Ϯ͘ϬϬ ϰ͘ϬϬ
ŝǀŝĚĞŶĚƐƉĂŝĚ;ŝŶĐůƵĚŝŶŐĂƉƉůŝĐĂďůĞƚĂdžͿ	;Ϯ͕ϴϯϰ͘ϰϲͿ ;ϰϯϰ͘ϭϲͿ
WĂLJŵĞŶƚŽĨďŽŶƵƐĚĞďĞŶƚƵƌĞƐ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ	Ͳ	;ϴϲϵ͘ϭϱͿ
EĞƚĐĂƐŚƵƐĞĚŝŶĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ	;ϭ͕ϵϭϱ͘ϬϱͿ ;ϭϬϴ͘ϭϮͿ
EĞƚĐŚĂŶŐĞŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	;Ϯϵ͘ϳϰͿ ϯϮ͘ϲϲ
ĨĨĞĐƚŽĨĞdžĐŚĂŶŐĞƌĂƚĞĐŚĂŶŐĞƐŽŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	;ϭ͘ϯϬͿ ϭ͘ϭϴ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞƉĞƌŝŽĚ;EĞƚŽĨŬŽǀĞƌĚƌĂĨƚͿ	ϳϱ͘Ϯϲ ϱϴ͘ϳϮ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ;EĞƚŽĨďĂŶŬŽǀĞƌĚƌĂĨƚͿ	ϰϰ͘ϮϮ	ϵϮ͘ϱϲ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϰϱ͘ϵϲ ϵϲ͘ϯϮ
ĂŶŬŽǀĞƌĚƌĂĨƚ	;ϭ͘ϳϰͿ ;ϯ͘ϳϲͿ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ ĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶƐƚĂƚĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶĚ^ϳ	ϰϰ͘ϮϮ	ϵϮ͘ϱϲ
ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϰϳ͘ϵϵ ϳϲ͘ϭϬ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	ϵϯϮ͘ϴϴ ϱϬϯ͘ϳϲ
džĐŚĂŶŐĞĨůƵĐƚƵĂƚŝŽŶ	;ϭ͘ϳϴͿ ϭ͘ϴϱ
EŽŶͲĐĂƐŚĐŚĂŶŐĞ;ĨĂŝƌǀĂůƵĞͿ	ϭϱ͘ϵϲ Ͳ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϭ͕ϲϵϱ͘Ϭϱ ϱϴϭ͘ϳϭ
EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϴϵ͘ϬϮ ϴϭ͘ϭϯ
WƌŽĐĞĞĚƐĨƌŽŵͬ;ZĞƉĂLJŵĞŶƚŽĨͿďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	;ϭϯ͘ϲϱͿ ϳϭϮ͘Ϯϱ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϳϳϱ͘ϯϳ ϳϵϯ͘ϯϴ
ΎĂŶŬŽǀĞƌĚƌĂĨƚĨŽƌŵƐƉĂƌƚŽĨĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/E^ϳ͘ĐĐŽƌĚŝŶŐůLJ͕ƉƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐƵŶĚĞƌĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚLJĚŽĞƐŶŽƚŝŶĐůƵĚĞƚŚĞ ŵŽǀĞŵĞŶƚŝŶďĂŶŬŽǀĞƌĚƌĂĨƚ͘

ΎΎ/ŶĐůƵĚĞƐ༤Ϭ͘ϲϳƚŽǁĂƌĚƐƌĞƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚLJƌĞĐŽŐŶŝƐĞĚĂƐƉĞƌƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ/E^ϭϭϲǁŚŝĐŚĚŽĞƐŶŽƚĨŽƌŵƉĂƌƚŽĨĚĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶ͘

ĐŽŶƚŝŶƵĞĚ͙

EŽƚĞƐ͗

ϭ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ͕ ĨŽƌ ƚŚĞ ƋƵĂƌƚĞƌ ĂŶĚ Ɛŝdž ŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĐĂŶ ďĞ ǀŝĞǁĞĚ ŽŶ ƚŚĞ ǁĞďƐŝƚĞ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞ ŽĨ /ŶĚŝĂ >ŝŵŝƚĞĚ ;E^Ϳ ĂŶĚ ^ >ƚĚ ;^Ϳ Ăƚ ǁǁǁ͘ďƌŝƚĂŶŶŝĂ͘ĐŽ͘ŝŶ͕ ǁǁǁ͘ŶƐĞŝŶĚŝĂ͘ĐŽŵ ĂŶĚ ǁǁǁ͘ďƐĞŝŶĚŝĂ͘ĐŽŵ ƌĞƐƉĞĐƚŝǀĞůLJ͘ /ŶĨŽƌŵĂƚŝŽŶ ŽĨ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŝŶ ƚĞƌŵƐ ŽĨ ZĞŐƵůĂƚŝŽŶ ϰϳ;ϭͿ;ďͿ ŽĨ ƚŚĞ ^ĞĐƵƌŝƚŝĞƐ ĂŶĚ džĐŚĂŶŐĞ ŽĂƌĚ ŽĨ /ŶĚŝĂ ;Ζ^/ΖͿ ;>ŝƐƚŝŶŐKďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱŝƐĂƐƵŶĚĞƌ͗

						;༤ŝŶƌŽƌĞƐͿ
	d,ZDKEd,^E			^/yDKEd,^E	zZE
WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ		ϯϬ͘Ϭϵ͘ϮϬϮϬ ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ						ϯ͕ϮϮϳ͘ϱϳ ϯ͕Ϯϭϵ͘ϴϴ Ϯ͕ϴϵϲ͘Ϭϵ ϲ͕ϰϰϳ͘ϰϱ ϱ͕ϰϳϱ͘ϱϱ ϭϬ͕ϵϴϲ͘ϲϴ
WƌŽĨŝƚďĞĨŽƌĞƚĂdž						ϲϮϰ͘ϳϱ ϲϵϳ͘ϭϮ ϱϴϰ͘ϴϲ ϭ͕ϯϮϭ͘ϴϳ ϵϳϳ͘ϬϬ ϭ͕ϵϬϴ͘Ϯϲ
EĞƚWƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ						ϰϲϮ͘ϯϭ ϱϭϱ͘ϴϳ ϰϵϮ͘ϱϴ ϵϳϴ͘ϭϴ ϳϰϮ͘ϳϵ ϭ͕ϰϴϰ͘ϯϬ
dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ						ϰϲϮ͘Ϯϭ ϱϭϱ͘ϳϲ ϰϵϮ͘ϰϵ ϵϳϳ͘ϵϳ ϳϰϮ͘ϲϬ ϭ͕ϰϳϵ͘ϳϭ

Ϯ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ĐŽŶƐŽůŝĚĂƚĞĚ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƌŝƚĂŶŶŝĂ /ŶĚƵƐƚƌŝĞƐ >ŝŵŝƚĞĚ ;ΖƚŚĞ ŽŵƉĂŶLJΖͿ ĂŶĚ ŝƚƐ ƐƵďƐŝĚŝĂƌŝĞƐ ĂŶĚ ĂƐƐŽĐŝĂƚĞƐ ;ΖƚŚĞ 'ƌŽƵƉΖͿ ŚĂǀĞ ďĞĞŶ ƉƌĞƉĂƌĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /ŶĚŝĂŶ ĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ ;/ŶĚ ^Ϳ ƉƌĞƐĐƌŝďĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϯϯ ŽĨ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ;ΖdŚĞ ĐƚΖͿ ƌĞĂĚ ǁŝƚŚ ƚŚĞ ƌĞůĞǀĂŶƚ ƌƵůĞƐƚŚĞƌĞƵŶĚĞƌĂŶĚŝŶƚĞƌŵƐŽĨZĞŐƵůĂƚŝŽŶϯϯĂŶĚϱϮŽĨƚŚĞ^/;>ŝƐƚŝŶŐKďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱ͘

ϯ͘ dŚĞ ŽƉĞƌĂƚŝŶŐ ƐĞŐŵĞŶƚ ŽĨ ƚŚĞ 'ƌŽƵƉ ŝƐ ŝĚĞŶƚŝĨŝĞĚ ƚŽ ďĞ Η&ŽŽĚƐΗ͕ ĂƐ ƚŚĞ ŚŝĞĨ KƉĞƌĂƚŝŶŐ ĞĐŝƐŝŽŶ DĂŬĞƌ ƌĞǀŝĞǁƐ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞ Ăƚ ĂŶ ŽǀĞƌĂůů 'ƌŽƵƉ ůĞǀĞů ĂƐ ŽŶĞ ƐĞŐŵĞŶƚ͘ dŚĞƌĞĨŽƌĞ͕ ƚŚĞ ĚŝƐĐůŽƐƵƌĞ ĂƐ ƉĞƌ ZĞŐƵůĂƚŝŽŶ ϯϯ;ϭͿ;ĞͿ ƌĞĂĚ ǁŝƚŚ ůĂƵƐĞ ;>Ϳ ŽĨ ^ĐŚĞĚƵůĞ /s ŽĨ ƚŚĞ ^/ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐ ĂŶĚ ŝƐĐůŽƐƵƌĞ ZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱŝƐŶŽƚĂƉƉůŝĐĂďůĞƚŽƚŚĞ'ƌŽƵƉ͘

ϰ͘ dŚĞƐĞƌĞƐƵůƚƐŚĂǀĞďĞĞŶƌĞǀŝĞǁĞĚĂŶĚƌĞĐŽŵŵĞŶĚĞĚďLJƚŚĞƵĚŝƚŽŵŵŝƚƚĞĞŽĨƚŚĞŽĂƌĚĂŶĚĂƉƉƌŽǀĞĚďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽŶϭϵKĐƚŽďĞƌϮϬϮϬ͘

ϱ͘ KŶϭϮ:ƵŶĞϮϬϮϬ͕ϳ:ƵůLJϮϬϮϬĂŶĚϮϴ:ƵůLJϮϬϮϬ͕ϴϯ͕ϯϰϰ͕ϵϬ͕ϬϬϬΘϴϰ͕ϬϬϬĞƋƵŝƚLJƐŚĂƌĞƐŽĨĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚǁŝƚŚĂŶĞdžĞƌĐŝƐĞƉƌŝĐĞŽĨ༤ϭ͕ϳϲϲ͘ϲϱ͕༤Ϯ͕ϳϯϮ͘Ϭϱ Θ༤Ϯ͕ϳϯϮ͘ϬϱƉĞƌƐŚĂƌĞƌĞƐƉĞĐƚŝǀĞůLJ͕ǁĞƌĞĂůůŽƚƚĞĚƚŽƚŚĞDĂŶĂŐŝŶŐŝƌĞĐƚŽƌŽĨƚŚĞŽŵƉĂŶLJƵŶĚĞƌƚŚĞŵƉůŽLJĞĞ^ƚŽĐŬKƉƚŝŽŶ^ĐŚĞŵĞ;^K^Ϳ͘

ϲ͘ dŚĞ^ƚĂƚƵƚŽƌLJĂƵĚŝƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJŚĂǀĞĐĂƌƌŝĞĚŽƵƚĂůŝŵŝƚĞĚƌĞǀŝĞǁŽĨƚŚĞĂďŽǀĞƵŶĂƵĚŝƚĞĚĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĂŶĚ ŚĂǀĞ ŝƐƐƵĞĚ ĂŶ ƵŶƋƵĂůŝĨŝĞĚ ZĞǀŝĞǁ ZĞƉŽƌƚ͘ dŚĞ ZĞǀŝĞǁ ZĞƉŽƌƚ ŽĨ ƚŚĞ ƐƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŝƐ ďĞŝŶŐ ĨŝůĞĚ ǁŝƚŚ ƚŚĞ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞŽĨ/ŶĚŝĂ>ŝŵŝƚĞĚ;ΖE^ΖͿĂŶĚ^>ƚĚ;Ζ^ΖͿĂŶĚŝƐĂůƐŽĂǀĂŝůĂďůĞŽŶƚŚĞŽŵƉĂŶLJΖƐǁĞďƐŝƚĞ͘

ϳ͘ džĐĞƉƚŝŽŶĂů ŝƚĞŵ ĨŽƌ ĞĂĐŚ ŽĨ ƚŚĞ ĂďŽǀĞ ƌĞƉŽƌƚĞĚ ƉĞƌŝŽĚƐ ƉĞƌƚĂŝŶ ƚŽ sŽůƵŶƚĂƌLJ ZĞƚŝƌĞŵĞŶƚ Θ ƌĞƚƌĞŶĐŚŵĞŶƚ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ŝŶ ŽŶĞ ŽĨ ƚŚĞ ƐƵďƐŝĚŝĂƌŝĞƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͘

ϴ͘ &ŽƌŵƵůĂĞĨŽƌĐŽŵƉƵƚĂƚŝŽŶŽĨƌĂƚŝŽƐĂƌĞĂƐĨŽůůŽǁƐ

;ĂͿĞďƚĞƋƵŝƚLJƌĂƚŝŽсĞďƚͬEĞƚǁŽƌƚŚ

Ğďƚ͗EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ

EĞƚǁŽƌƚŚ͗ƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂůнKƚŚĞƌĞƋƵŝƚLJ

;ďͿ Ğďƚ ƐĞƌǀŝĐĞ ĐŽǀĞƌĂŐĞ ƌĂƚŝŽ с WƌŽĨŝƚ ďĞĨŽƌĞ ĞdžĐĞƉƚŝŽŶĂů ŝƚĞŵƐ͕ ƚĂdž ĂŶĚ ĨŝŶĂŶĐĞ ĐŽƐƚͬ;&ŝŶĂŶĐĞ ĐŽƐƚ ĚƵƌŝŶŐ ƚŚĞ ƉĞƌŝŽĚ н WƌŝŶĐŝƉĂů ƌĞƉĂLJŵĞŶƚ ĚƵƌŝŶŐ ƚŚĞ ƉĞƌŝŽĚͿ

;ĐͿ/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚ

ϵ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ďĞĞŶ ĂƐƐŝŐŶĞĚ ƚŚĞ ŚŝŐŚĞƐƚ ĐƌĞĚŝƚ ƌĂƚŝŶŐ ŽĨ ΖΖZ/^/> ͬ^ƚĂďůĞΗ Θ Η/Z ;^ƚĂďůĞͿΗ ďLJ Z/^/> ĂŶĚ /Z ƌĞƐƉĞĐƚŝǀĞůLJ ĨŽƌ ůŽŶŐ ƚĞƌŵ ďŽƌƌŽǁŝŶŐƐĂŶĚΗZ/^/>ϭнΗΘΗ/ZϭнΗďLJZ/^/>ĂŶĚ/ZƌĞƐƉĞĐƚŝǀĞůLJĨŽƌƐŚŽƌƚƚĞƌŵďŽƌƌŽǁŝŶŐƐ͘

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KŶďĞŚĂůĨŽĨƚŚĞŽĂƌĚ &ŽƌƌŝƚĂŶŶŝĂ/ŶĚƵƐƚƌŝĞƐ>ŝŵŝƚĞĚ

Digitally signed by NUSLI NEVILLE WADIA

NUSLI

WůĂĐĞ͗ĞŶŐĂůƵƌƵ EƵƐůŝEtĂĚŝĂ NEVILLE WADIA Date: 2020.10.19 16:45:26 +05'30'

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Entity	Relationship
Britannia Industries Limited	Holding Company
Britannia Dairy Private Limited	Subsidiary
Daily Bread Gourmet Foods (India) Private Limited	Subsidiary
J.B. Mangharam Foods Private Limited	Subsidiary
International Bakery Products Limited	Subsidiary
Sunrise Biscuit Company Private Limited	Subsidiary
Ganges Vally Foods Private Limited	Subsidiary
Manna Foods Private Limited	Subsidiary
Boribunder Finance and Investments Private Limited	Subsidiary
Flora Investments Company Private Limited	Subsidiary
Gilt Edge Finance and Investments Private Limited	Subsidiary
Britchip Foods Limited	Subsidiary
Britannia and Associates (Dubai) Private Co. Limited (Dubai)	Subsidiary
Strategic Food International Co. LLC (Dubai)	Subsidiary
Strategic Brands Holding Company Limited (Dubai)	Subsidiary
Al Sallan Food Industries Company SAOC (Oman)	Subsidiary
Britannia Dairy Holdings Private Limited (Mauritius)	Subsidiary
Britannia and Associates (Mauritius) Private Limited	Subsidiary
(Mauritius)
Britannia Nepal Private Limited (Nepal)	Subsidiary
Britannia Bangladesh Private Limited (Bangladesh)	Subsidiarv
Britannia Employees General Welfare Association Private	Company Limited by Guarantee
Limited
Britannia Employees Educational Welfare Association	Company Limited by Guarantee
Private Limited
Britannia Employees Medical Welfare Association Private Limited	Company Limited by Guarantee
Nalanda Biscuits Company Limited	Associate
Sunandaram Foods Private Limited	Associate

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Z/dEE//Eh^dZ/^>/D/d

;ŽƌƉŽƌĂƚĞ/ĚĞŶƚŝƚLJEƵŵďĞƌ͗>ϭϱϰϭϮtϭϵϭϴW>ϬϬϮϵϲϰͿ

ZĞŐŝƐƚĞƌĞĚKĨĨŝĐĞ͗ϱͬϭ͕,ƵŶŐĞƌĨŽƌĚ^ƚƌĞĞƚ͕<ŽůŬĂƚĂͲϳϬϬϬϭϳ dĞů͗нϵϭϯϯϮϮϴϳϮϰϯϵͬϮϬϱϳ͕нϵϭϴϬϯϳϲϴϳϭϬϬ͖&Ădž͗нϵϭϯϯϮϮϴϳϮϱϬϭ͕нϵϭϴϬϯϳϲϴϳϰϴϲ

tĞďƐŝƚĞ͗ǁǁǁ͘ďƌŝƚĂŶŶŝĂ͘ĐŽ͘ŝŶ͖ͲŵĂŝůŝĚ͗ŝŶǀĞƐƚŽƌƌĞůĂƚŝŽŶƐΛďƌŝƚŝŶĚŝĂ͘ĐŽŵ

^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐ

		≀₹ in Crores)
--	--	---------------

WZd/	;༤ŝŶƌŽƌĞƐͿ
	^ƚĂƚĞŵĞŶƚŽĨ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ
			d,ZDKEd,^E			^/yDKEd,^E	zZE
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ZĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ
	^ĂůĞŽĨŐŽŽĚƐͬ/ŶĐŽŵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ	ϯ͕ϭϲϭ͘ϰϰ	ϯ͕ϭϳϵ͘ϲϭ	Ϯ͕ϴϲϳ͘ϯϭ ϲ͕ϯϰϭ͘Ϭϱ ϱ͕ϰϮϭ͘ϰϳ			ϭϬ͕ϴϮϬ͘ϱϳ
	KƚŚĞƌŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐ	ϲϲ͘ϭϯ	ϰϬ͘Ϯϳ	Ϯϴ͘ϳϴ	ϭϬϲ͘ϰϬ	ϱϰ͘Ϭϴ	ϭϲϲ͘ϭϭ
	dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ		ϯ͕ϮϮϳ͘ϱϳ ϯ͕Ϯϭϵ͘ϴϴ Ϯ͕ϴϵϲ͘Ϭϵ		ϲ͕ϰϰϳ͘ϰϱ	ϱ͕ϰϳϱ͘ϱϱ	ϭϬ͕ϵϴϲ͘ϲϴ
	// KƚŚĞƌŝŶĐŽŵĞ;ZĞĨĞƌEŽƚĞϳͿ	ϳϭ͘ϭϴ	ϴϳ͘ϯϯ	ϭϯϬ͘ϮϬ	ϭϱϴ͘ϰϯ	ϭϵϱ͘ϳϰ	ϯϯϱ͘ϰϯ
	/// dŽƚĂůŝŶĐŽŵĞ;/н//Ϳ		ϯ͕Ϯϵϴ͘ϳϱ ϯ͕ϯϬϳ͘Ϯϭ ϯ͕ϬϮϲ͘Ϯϵ		ϲ͕ϲϬϱ͘ϴϴ	ϱ͕ϲϳϭ͘Ϯϵ	ϭϭ͕ϯϮϮ͘ϭϭ
	/s džƉĞŶƐĞƐ
	ŽƐƚŽĨŵĂƚĞƌŝĂůƐĐŽŶƐƵŵĞĚ	ϭ͕ϱϬϵ͘Ϯϵ	ϭ͕ϰϱϳ͘ϰϬ	ϭ͕ϰϬϰ͘ϴϴ Ϯ͕ϵϲϲ͘ϲϵ Ϯ͕ϲϭϯ͘ϯϯ			ϱ͕ϬϱϮ͘ϲϳ
	WƵƌĐŚĂƐĞƐŽĨƐƚŽĐŬͲŝŶͲƚƌĂĚĞ	ϱϭϱ͘ϵϵ	ϰϱϰ͘ϴϯ	ϯϴϮ͘ϭϳ	ϵϳϬ͘ϴϮ	ϳϬϮ͘ϯϬ	ϭ͕ϱϰϯ͘ϱϱ
	ŚĂŶŐĞƐŝŶŝŶǀĞŶƚŽƌŝĞƐŽĨĨŝŶŝƐŚĞĚŐŽŽĚƐ͕ǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐĂŶĚƐƚŽĐŬͲ		;ϭϬϲ͘ϰϰͿ ϭϰ͘ϳϮ	;ϯϮ͘ϭϳͿ ;ϵϭ͘ϳϮͿ ;ϭϮ͘ϬϯͿ ϲϭ͘ϱϭ
	ŝŶͲƚƌĂĚĞ ŵƉůŽLJĞĞďĞŶĞĨŝƚƐĞdžƉĞŶƐĞ	ϭϬϰ͘ϯϳ	ϭϬϰ͘ϰϮ	ϵϰ͘ϭϴ	ϮϬϴ͘ϳϵ	ϭϴϲ͘ϵϲ	ϯϲϴ͘ϴϳ
	&ŝŶĂŶĐĞĐŽƐƚƐ	Ϯϲ͘ϳϮ	Ϯϭ͘ϵϬ	ϭϰ͘Ϭϰ	ϰϴ͘ϲϮ	ϮϮ͘ϯϲ	ϲϱ͘ϭϳ
	ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϰϬ͘ϲϯ	ϰϬ͘Ϭϳ	ϯϲ͘ϲϱ	ϴϬ͘ϳϬ	ϳϯ͘ϵϯ	ϭϱϭ͘ϲϵ
	KƚŚĞƌĞdžƉĞŶƐĞƐ	ϱϴϯ͘ϰϰ	ϱϭϲ͘ϳϱ	ϱϳϲ͘ϲϴ ϭ͕ϭϬϬ͘ϭϭ		ϭ͕ϭϮϲ͘ϰϰ	Ϯ͕ϭϴϵ͘ϯϵ
	dŽƚĂůĞdžƉĞŶƐĞƐ		Ϯ͕ϲϳϰ͘ϬϬ Ϯ͕ϲϭϬ͘Ϭϵ Ϯ͕ϰϳϲ͘ϰϯ		ϱ͕Ϯϴϰ͘Ϭϭ	ϰ͕ϳϭϯ͘Ϯϵ	ϵ͕ϰϯϮ͘ϴϱ
s	WƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐĂŶĚƚĂdž;///Ͳ/sͿ	ϲϮϰ͘ϳϱ	ϲϵϳ͘ϭϮ	ϱϰϵ͘ϴϲ	ϭ͕ϯϮϭ͘ϴϳ	ϵϱϴ͘ϬϬ	ϭ͕ϴϴϵ͘Ϯϲ
	s/ džĐĞƉƚŝŽŶĂůŝƚĞŵƐ΀;/ŶĐŽŵĞͿͬdžƉĞŶƐĞ΁;ZĞĨĞƌEŽƚĞϲͿ		Ͳ Ͳ ;ϯϱ͘ϬϬͿ Ͳ ;ϭϵ͘ϬϬͿ				;ϭϵ͘Ϭ ϬͿ
	s// WƌŽĨŝƚďĞĨŽƌĞƚĂdž;sͲs/Ϳ	ϲϮϰ͘ϳϱ	ϲϵϳ͘ϭϮ	ϱϴϰ͘ϴϲ	ϭ͕ϯϮϭ͘ϴϳ	ϵϳϳ͘ϬϬ	ϭ͕ϵϬϴ͘Ϯϲ
	s/// dĂdžĞdžƉĞŶƐĞ͗
	;ŝͿƵƌƌĞŶƚƚĂdž;ZĞĨĞƌŶŽƚĞϭϯͿ	ϭϲϳ͘Ϯϯ	ϭϴϯ͘ϭϱ	ϵϴ͘Ϭϰ	ϯϱϬ͘ϯϴ	Ϯϰϭ͘ϴϴ	ϰϭϲ͘ϴϲ
	;ŝŝͿĞĨĞƌƌĞĚƚĂdžĐŚĂƌŐĞͬ;ĐƌĞĚŝƚͿ		;ϰ͘ϳϵͿ ;ϭ͘ϵϬͿ ;ϱ͘ϳϲͿ ;ϲ͘ϲϵͿ ;ϳ͘ϲϳͿ ϳ͘ϭϬ
	dŽƚĂůƚĂdžĞdžƉĞŶƐĞ	ϭϲϮ͘ϰϰ	ϭϴϭ͘Ϯϱ	ϵϮ͘Ϯϴ	ϯϰϯ͘ϲϵ		Ϯϯϰ͘Ϯϭ ϰϮϯ͘ϵϲ
	/y WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ;s//Ͳs///Ϳ	ϰϲϮ͘ϯϭ	ϱϭϱ͘ϴϳ	ϰϵϮ͘ϱϴ	ϵϳϴ͘ϭϴ	ϳϰϮ͘ϳϵ	ϭ͕ϰϴϰ͘ϯϬ
	y KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ
	;ŝͿ/ƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	ͲZĞŵĞĂƐƵƌĞŵĞŶƚƐŽĨƚŚĞŶĞƚĚĞĨŝŶĞĚďĞŶĞĨŝƚƉůĂŶƐ		;Ϭ͘ϭϰͿ ;Ϭ͘ϭϱͿ ;Ϭ͘ϭϰͿ ;Ϭ͘ϮϵͿ ;Ϭ͘ϮϵͿ ;ϱ͘ϵϬͿ
	;ŝŝͿ /ŶĐŽŵĞ ƚĂdž ƌĞůĂƚŝŶŐ ƚŽ ŝƚĞŵƐ ƚŚĂƚ ǁŝůů ŶŽƚ ďĞ ƌĞĐůĂƐƐŝĨŝĞĚ	Ϭ͘Ϭϰ	Ϭ͘Ϭϰ	Ϭ͘Ϭϱ	Ϭ͘Ϭϴ	Ϭ͘ϭϬ	ϭ͘ϯϭ
	ƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ		;Ϭ͘ϭϬͿ ;Ϭ͘ϭϭͿ ;Ϭ͘ϬϵͿ ;Ϭ͘ϮϭͿ ;Ϭ͘ϭϵͿ ;ϰ͘ϱϵͿ
	y/ dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;/yнyͿ	ϰϲϮ͘Ϯϭ	ϱϭϱ͘ϳϲ	ϰϵϮ͘ϰϵ	ϵϳϳ͘ϵϳ	ϳϰϮ͘ϲϬ	ϭ͕ϰϳϵ͘ϳϭ
y// y///	WĂŝĚͲƵƉĞƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ;ZĞĨĞƌŶŽƚĞϰͿ WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂů;ZĞĨĞƌŶŽƚĞϭϬͿ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϲ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϳ Ϯ͕ϭϱϬ͘ϱϱ	Ϯϰ͘Ϭϯ ϭ͕ϮϮϮ͘ϴϲ	Ϯϰ͘Ϭϱ ϭ͕ϮϬϯ͘ϵϮ
y/s	KƚŚĞƌĞƋƵŝƚLJ				Ϯ͕ϰϲϬ͘ϯϲ	ϯ͕ϰϳϴ͘ϳϵ	ϰ͕ϮϱϬ͘ϲϬ
ys ys/	EĞƚǁŽƌƚŚ;ZĞĨĞƌŶŽƚĞϴͿ ĞďĞŶƚƵƌĞƌĞĚĞŵƉƚŝŽŶƌĞƐĞƌǀĞ				Ϯ͕ϰϴϰ͘ϰϯ ϭϴϬ͘Ϯϰ	ϯ͕ϱϬϮ͘ϴϮ	ϰ͕Ϯϳϰ͘ϲϱ ϭϴϬ͘Ϯϰ ϭϴϬ͘Ϯϰ
ys//	ĂƌŶŝŶŐƐ ƉĞƌ ƐŚĂƌĞ ;ĨĂĐĞ ǀĂůƵĞ ŽĨ ༤ ϭ ĞĂĐŚͿ ;ŶŽƚ ĂŶŶƵĂůŝƐĞĚ ĨŽƌ ƚŚĞ
	ƋƵĂƌƚĞƌƐͿ͗
	;ĂͿĂƐŝĐ;༤Ϳ	ϭϵ͘Ϯϭ	Ϯϭ͘ϰϱ	ϮϬ͘ϱϬ	ϰϬ͘ϲϲ	ϯϬ͘ϵϭ	ϲϭ͘ϳϱ
	;ďͿŝůƵƚĞĚ;༤Ϳ	ϭϵ͘ϮϬ	Ϯϭ͘ϰϱ	ϮϬ͘ϰϵ	ϰϬ͘ϲϰ	ϯϬ͘ϵϬ	ϲϭ͘ϳϯ
	ys/// ĞďƚĞƋƵŝƚLJƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϭ͘ϴϳ	Ϭ͘ϯϱ	Ϭ͘Ϯϴ
	y/y ĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				ϯ͘ϰϮ	ϰϯ͘ϱϱ	ϯ͘ϲϬ
	yy /ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯϴ͘ϭϵ	ϰϯ͘ϴϰ	Ϯϵ͘ϵϵ
	^ĞĞĂĐĐŽŵƉĂŶLJŝŶŐŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐ						ĐŽŶƚŝŶƵĞĚ͙

	^ƚĂŶĚĂůŽŶĞďĂůĂŶĐĞƐŚĞĞƚ
			;༤ŝŶƌŽƌĞƐͿ
		ƐĂƚ
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	^^d^
	ϭ EŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿWƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	ϭ͕ϯϲϳ͘ϲϰ	ϭ͕ϰϭϲ͘ϬϮ
	;ďͿĂƉŝƚĂůǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐ	ϲϳ͘Ϭϴ	ϯϴ͘ϵϮ
	;ĐͿ/ŶǀĞƐƚŵĞŶƚƉƌŽƉĞƌƚLJ	ϯϱ͘ϳϭ	ϯϲ͘ϭϰ
	;ĚͿ/ŶƚĂŶŐŝďůĞĂƐƐĞƚƐ	ϵ͘ϵϮ	ϴ͘ϯϳ
	;ĞͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϭ͕ϴϬϰ͘ϵϮ	Ϯ͕Ϯϱϵ͘ϭϭ
	;ŝŝͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϮϬϲ͘ϳϵ	ϭϵϮ͘Ϭϯ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	Ϭ͘ϴϳ	ϭ͘ϮϬ
	;ĨͿ/ŶĐŽŵĞƚĂdžĂƐƐĞƚƐ;ŶĞƚͿ	ϰϰ͘ϭϭ	ϱϵ͘ϯϭ
	;ŐͿKƚŚĞƌŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϲϮ͘ϰϭ	ϯϳ͘Ϭϵ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϱϵϵ͘ϰϱ	ϰ͕Ϭϰϴ͘ϭϵ
	Ϯ ƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿ/ŶǀĞŶƚŽƌŝĞƐ	ϭ͕ϯϲϲ͘ϮϬ	ϲϯϯ͘ϱϯ
	;ďͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϯϳϮ͘ϲϱ	ϴϴϮ͘Ϭϲ
	;ŝŝͿdƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	Ϯϯϳ͘Ϭϱ	ϮϰϮ͘Ϯϯ
	;ŝŝŝͿĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϭϰ͘ϱϯ	Ϯϭ͘ϳϲ
	;ŝǀͿĂŶŬďĂůĂŶĐĞƐŽƚŚĞƌƚŚĂŶ;ŝŝŝͿĂďŽǀĞ	ϮϮ͘ϰϲ	ϭϳ͘ϰϬ
	;ǀͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϴϲϳ͘Ϯϲ	ϭ͕Ϭϳϱ͘ϳϯ
	;ǀŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϯϭϰ͘ϲϲ	ϮϮϳ͘ϴϴ
	;ĐͿKƚŚĞƌĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϵϳ͘ϲϬ	ϭϬϰ͘ϱϲ
	dŽƚĂůĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϮϵϮ͘ϰϭ	ϯ͕ϮϬϱ͘ϭϱ
	dŽƚĂůĂƐƐĞƚƐ	ϲ͕ϴϵϭ͘ϴϲ	ϳ͕Ϯϱϯ͘ϯϰ
	Yh/dzE>//>/d/^
	ϭ ƋƵŝƚLJ
	;ĂͿƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϱ
	;ďͿKƚŚĞƌĞƋƵŝƚLJ	Ϯ͕ϰϲϬ͘ϯϲ	ϰ͕ϮϱϬ͘ϲϬ
	dŽƚĂůĞƋƵŝƚLJ	Ϯ͕ϰϴϰ͘ϰϯ	ϰ͕Ϯϳϰ͘ϲϱ
	Ϯ >ŝĂďŝůŝƚŝĞƐ
	;Ϳ EŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ	ϳϮϭ͘ϵϭ	ϳϮϮ͘ϭϯ
	;ŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϯϳ͘ϭϵ	ϯϬ͘ϱϯ
	;ďͿĞĨĞƌƌĞĚƚĂdžůŝĂďŝůŝƚŝĞƐ͕;ŶĞƚͿ	ϰ͘Ϯϴ	ϭϬ͘ϵϳ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϳϲϯ͘ϯϴ	ϳϲϯ͘ϲϯ
	;Ϳ ƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ	ϭ͕ϰϮϳ͘ϵϳ	ϰϳϵ͘ϵϵ
	;ŝŝͿdƌĂĚĞƉĂLJĂďůĞƐ
	;ĂͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭϵ͘Ϭϱ	ϴ͘ϱϯ
	;ďͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨĐƌĞĚŝƚŽƌƐŽƚŚĞƌƚŚĂŶŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚ ƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭ͕ϯϬϱ͘ϭϮ	ϵϰϳ͘ϰϱ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϯϵϴ͘ϲϮ	ϰϭϰ͘ϲϯ
	;ďͿKƚŚĞƌĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϭϮϵ͘ϰϵ	ϭϯϴ͘ϭϯ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϵϬ͘ϭϮ	ϭϴϮ͘ϳϬ
	;ĚͿƵƌƌĞŶƚƚĂdžůŝĂďŝůŝƚŝĞƐ;ŶĞƚͿ	ϭϳϯ͘ϲϴ	ϰϯ͘ϲϯ
	dŽƚĂůĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϯ͕ϲϰϰ͘Ϭϱ	Ϯ͕Ϯϭϱ͘Ϭϲ
	dŽƚĂůĞƋƵŝƚLJĂŶĚůŝĂďŝůŝƚŝĞƐ	ϲ͕ϴϵϭ͘ϴϲ	ϳ͕Ϯϱϯ͘ϯϰ

ĐŽŶƚŝŶƵĞĚ͙

^ƚĂŶĚĂůŽŶĞ^ƚĂƚĞŵĞŶƚŽĨĐĂƐŚĨůŽǁ

ĐŽŶƚŝŶƵĞĚ͙

	^ŝdžŵŽŶƚŚƐĞŶĚĞĚ
WĂƌƚŝĐƵůĂƌƐ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ
ĂƐŚĨůŽǁĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĨŝƚďĞĨŽƌĞƚĂdž	ϭ͕ϯϮϭ͘ϴϳ	ϵϳϳ͘ϬϬ
ĚũƵƐƚŵĞŶƚƐĨŽƌ͗
ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϴϬ͘ϳϬ	ϳϯ͘ϵϯ
^ŚĂƌĞďĂƐĞĚƉĂLJŵĞŶƚĞdžƉĞŶƐĞ EĞƚŐĂŝŶŽŶĨŝŶĂŶĐŝĂůĂƐƐĞƚŵĞĂƐƵƌĞĚĂƚĨĂŝƌǀĂůƵĞƚŚƌŽƵŐŚƐƚĂƚĞŵĞŶƚŽĨƉƌŽĨŝƚĂŶĚůŽƐƐ	ϵ͘ϮϮ	ϭϬ͘ϴϯ
>ŽƐƐͬ;WƌŽĨŝƚͿŽŶƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	Ϭ͘Ϭϭ	;Ϯϳ͘ϵϳͿ ;ϰϬ͘ϱϴͿ ;Ϭ͘ϮϱͿ
ZĞǀĞƌƐĂůŽĨƉƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨŝŶǀĞƐƚŵĞŶƚ͕ŶĞƚ	Ͳ	;ϭϵ͘ϬϬͿ
ŝǀŝĚĞŶĚŝŶĐŽŵĞ	Ͳ	;ϲϲ͘ϰϳͿ
/ŶƚĞƌĞƐƚŝŶĐŽŵĞ		;ϭϮϯ͘ϴϳͿ ;ϳϵ͘ϳϱͿ
&ŝŶĂŶĐĞĐŽƐƚƐ	ϰϴ͘ϲϮ	ϮϮ͘ϯϲ
	ϭ͕ϯϬϴ͘ϱϴ	ϴϳϴ͘Ϭϳ
ŚĂŶŐĞƐŝŶ /ŶǀĞŶƚŽƌŝĞƐ		;ϳϯϮ͘ϲϳͿ ;ϱϬϯ͘ϴϮͿ
dƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	ϱ͘ϭϴ	ϱϬ͘ϱϯ
>ŽĂŶƐƌĞĐĞŝǀĂďůĞ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ͕ŽƚŚĞƌďĂŶŬďĂůĂŶĐĞƐĂŶĚŽƚŚĞƌĂƐƐĞƚƐ		;ϳϰ͘ϳϯͿ ;ϰϭ͘ϳϯͿ
ĐĐŽƵŶƚƐƉĂLJĂďůĞƐ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͕ŽƚŚĞƌůŝĂďŝůŝƚŝĞƐĂŶĚƉƌŽǀŝƐŝŽŶƐ	ϯϴϱ͘ϭϴ	ϯϮ͘Ϭϯ
ĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϴϵϭ͘ϱϰ	ϰϭϱ͘Ϭϴ
/ŶĐŽŵĞͲƚĂdžƉĂŝĚ͕ŶĞƚŽĨƌĞĨƵŶĚ		;ϮϬϱ͘ϬϱͿ ;ϮϬϲ͘ϯϬͿ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϲϴϲ͘ϰϵ	ϮϬϴ͘ϳϴ
ĂƐŚĨůŽǁĨƌŽŵŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
ĐƋƵŝƐŝƚŝŽŶŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚĂŶĚŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ		;ϵϬ͘ϯϯͿ ;ϭϲϱ͘ϲϮͿ
WƌŽĐĞĞĚƐĨƌŽŵƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	Ϭ͘Ϭϱ	Ϭ͘ϯϴ
^ĂůĞͬ;WƵƌĐŚĂƐĞͿŽĨŝŶǀĞƐƚŵĞŶƚƐ͕ŶĞƚ	ϵϵϰ͘ϱϳ	;Ϯϵϯ͘ϴϮͿ
/ŶǀĞƐƚŵĞŶƚŝŶƐƵďƐŝĚŝĂƌŝĞƐ͕ŶĞƚ		;ϯ͘ϬϬͿ ;Ϯϭ͘ϰϭͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƉůĂĐĞĚ /ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƌĞĚĞĞŵĞĚ	ϭ͕Ϭϰϲ͘ϬϬ	;ϴϱϯ͘ϬϬͿ ;ϮϬϬ͘ϬϬͿ ϰϴϬ͘ϬϬ
/ŶƚĞƌĞƐƚƌĞĐĞŝǀĞĚ	ϭϭϯ͘ϲϰ	ϱϮ͘ϵϱ
ŝǀŝĚĞŶĚƌĞĐĞŝǀĞĚ	Ͳ	ϲϲ͘ϰϳ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵͬ;ƵƐĞĚŝŶͿŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϭ͕ϮϬϳ͘ϵϯ	;ϴϭ͘ϬϱͿ
ĂƐŚĨůŽǁĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ
/ŶƚĞƌĞƐƚƉĂŝĚ		;ϱϵ͘ϵϰͿ ;ϭϳ͘ϭϰͿ
WƌŽĐĞĞĚƐĨƌŽŵƐŚĂƌĞĂůůŽƚŵĞŶƚ	ϲϮ͘Ϯϱ	Ͳ
WƌŝŶĐŝƉĂůƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚŝĞƐ	;Ϭ͘ϭϲͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚŽŶůĞĂƐĞůŝĂďŝůŝƚŝĞƐ	;Ϭ͘ϭϳͿ Ͳ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚΎ ŝǀŝĚĞŶĚƐƉĂŝĚ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ	ϵϯϮ͘ϯϳ	ϭ͕ϮϮϭ͘ϭϮ ;Ϯ͕ϴϯϰ͘ϰϲͿ ;ϰϮϭ͘ϴϲͿ
WĂLJŵĞŶƚŽĨďŽŶƵƐĚĞďĞŶƚƵƌĞƐ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ	Ͳ	;ϴϲϳ͘ϳϵͿ
EĞƚĐĂƐŚƵƐĞĚŝŶĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ		;ϭ͕ϵϬϬ͘ϭϭͿ ;ϴϱ͘ϲϳͿ
EĞƚĐŚĂŶŐĞŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ		;ϱ͘ϲϵͿ ϰϮ͘Ϭϲ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞƉĞƌŝŽĚ;ŶĞƚŽĨŬŽǀĞƌĚƌĂĨƚͿ ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ;ŶĞƚŽĨďĂŶŬŽǀĞƌĚƌĂĨƚͿ	ϮϬ͘ϮϮ ϭϰ͘ϱϯ	Ϯϯ͘ϭϯ ϲϱ͘ϭϵ
EŽƚĞ͗
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚƚŚĞĞŶĚŽĨƚŚĞƉĞƌŝŽĚ	ϭϰ͘ϱϯ	ϲϱ͘ϭϵ
	ϭϰ͘ϱϯ	ϲϱ͘ϭϵ
ĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶƐƚĂƚĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶĚ^ϳ
ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϰϳϵ͘ϵϵ	Ͳ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	ϵϯϮ͘ϬϮ	ϱϬϬ͘ϬϬ
EŽŶͲĐĂƐŚĐŚĂŶŐĞ;ĨĂŝƌǀĂůƵĞͿ	ϭϱ͘ϵϲ	Ͳ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϭ͕ϰϮϳ͘ϵϳ	ϱϬϬ͘ϬϬ
EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϮϯ͘ϵϯ	ϭ͘ϳϰ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	;ϭ͘ϯϱͿ ϳϮϭ͘ϭϮ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϳϮϮ͘ϱϴ	ϳϮϮ͘ϴϲ
ΎĂŶŬŽǀĞƌĚƌĂĨƚĨŽƌŵƐƉĂƌƚŽĨĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/E^ϳ͘ĐĐŽƌĚŝŶŐůLJ͕ƉƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐƵŶĚĞƌĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚLJĚŽĞƐ ŶŽƚŝŶĐůƵĚĞƚŚĞŵŽǀĞŵĞŶƚŝŶďĂŶŬŽǀĞƌĚƌĂĨƚ͘

EŽƚĞƐ͗

• ϭ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŚĂǀĞ ďĞĞŶ ƉƌĞƉĂƌĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /ŶĚŝĂŶ ĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ ;/ŶĚ ^Ϳ ƉƌĞƐĐƌŝďĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϯϯ ŽĨ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ;ΖdŚĞ ĐƚΖͿ ƌĞĂĚ ǁŝƚŚ ƚŚĞ ƌĞůĞǀĂŶƚ ƌƵůĞƐ ƚŚĞƌĞƵŶĚĞƌ ĂŶĚ ŝŶ ƚĞƌŵƐ ŽĨ ZĞŐƵůĂƚŝŽŶ ϯϯ ĂŶĚ ϱϮ ŽĨ ƚŚĞ ^ĞĐƵƌŝƚŝĞƐ ĂŶĚ džĐŚĂŶŐĞ ŽĂƌĚ ŽĨ /ŶĚŝĂ ;Ζ^/ΖͿ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱ͘
• Ϯ͘ dŚĞ ŽƉĞƌĂƚŝŶŐ ƐĞŐŵĞŶƚ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŝƐ ŝĚĞŶƚŝĨŝĞĚ ƚŽ ďĞ Η&ŽŽĚƐΗ͕ ĂƐ ƚŚĞ ŚŝĞĨ KƉĞƌĂƚŝŶŐ ĞĐŝƐŝŽŶ DĂŬĞƌ ƌĞǀŝĞǁƐ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞ Ăƚ ĂŶ ŽǀĞƌĂůů ĐŽŵƉĂŶLJ ůĞǀĞů ĂƐ ŽŶĞ ƐĞŐŵĞŶƚ͘ dŚĞƌĞĨŽƌĞ͕ ƚŚĞ ĚŝƐĐůŽƐƵƌĞ ĂƐ ƉĞƌ ZĞŐƵůĂƚŝŽŶ ϯϯ;ϭͿ;ĞͿ ƌĞĂĚ ǁŝƚŚ ůĂƵƐĞ ;>Ϳ ŽĨ ^ĐŚĞĚƵůĞ /s ŽĨ ƚŚĞ ^/ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐ ĂŶĚ ŝƐĐůŽƐƵƌĞ ZĞƋƵŝƌĞŵĞŶƚƐͿ ZĞŐƵůĂƚŝŽŶƐ͕ ϮϬϭϱŝƐŶŽƚĂƉƉůŝĐĂďůĞƚŽƚŚĞŽŵƉĂŶLJ͘
• ϯ͘ dŚĞƐĞƌĞƐƵůƚƐŚĂǀĞďĞĞŶƌĞǀŝĞǁĞĚĂŶĚƌĞĐŽŵŵĞŶĚĞĚďLJƚŚĞƵĚŝƚŽŵŵŝƚƚĞĞŽĨƚŚĞŽĂƌĚĂŶĚĂƉƉƌŽǀĞĚďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽŶϭϵKĐƚŽďĞƌϮϬϮϬ͘
• ϰ͘ KŶ ϭϮ :ƵŶĞ ϮϬϮϬ͕ ϳ :ƵůLJ ϮϬϮϬ ĂŶĚ Ϯϴ :ƵůLJ ϮϬϮϬ͕ ϴϯ͕ϯϰϰ͕ ϵϬ͕ϬϬϬ Θ ϴϰ͕ϬϬϬ ĞƋƵŝƚLJ ƐŚĂƌĞƐ ŽĨ ĨĂĐĞ ǀĂůƵĞ ŽĨ ༤ϭ ĞĂĐŚ ǁŝƚŚ ĂŶ ĞdžĞƌĐŝƐĞ ƉƌŝĐĞ ŽĨ ༤ϭ͕ϳϲϲ͘ϲϱ͕ ༤Ϯ͕ϳϯϮ͘Ϭϱ Θ ༤Ϯ͕ϳϯϮ͘Ϭϱ ƉĞƌ ƐŚĂƌĞƌĞƐƉĞĐƚŝǀĞůLJ͕ǁĞƌĞĂůůŽƚƚĞĚƚŽƚŚĞDĂŶĂŐŝŶŐŝƌĞĐƚŽƌŽĨƚŚĞŽŵƉĂŶLJƵŶĚĞƌƚŚĞŵƉůŽLJĞĞ^ƚŽĐŬKƉƚŝŽŶ^ĐŚĞŵĞ;^K^Ϳ͘
• ϱ͘ dŚĞ ^ƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŚĂǀĞ ĐĂƌƌŝĞĚ ŽƵƚ Ă ůŝŵŝƚĞĚ ƌĞǀŝĞǁ ŽĨ ƚŚĞ ĂďŽǀĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ĨŽƌ ƚŚĞ ƋƵĂƌƚĞƌ ĂŶĚ Ɛŝdž ŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĂŶĚ ŚĂǀĞ ŝƐƐƵĞĚ ĂŶ ƵŶƋƵĂůŝĨŝĞĚ ZĞǀŝĞǁ ZĞƉŽƌƚ͘ dŚĞ ZĞǀŝĞǁ ZĞƉŽƌƚ ŽĨ ƚŚĞ ƐƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŝƐ ďĞŝŶŐ ĨŝůĞĚ ǁŝƚŚ ƚŚĞ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞ ŽĨ /ŶĚŝĂ >ŝŵŝƚĞĚ ;ΖE^ΖͿĂŶĚ^>ƚĚ;Ζ^ΖͿĂŶĚŝƐĂůƐŽĂǀĂŝůĂďůĞŽŶƚŚĞŽŵƉĂŶLJΖƐǁĞďƐŝƚĞ͘
• ϲ͘ ƵƌŝŶŐ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ :ƵŶĞ ϮϬϭϵ ĂŶĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϭϵ͕ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /E ^ ϯϲ Ͳ /ŵƉĂŝƌŵĞŶƚ ŽĨ ƐƐĞƚƐ͕ ƚŚĞ ŽŵƉĂŶLJ ďĂƐĞĚ ŽŶ ŝƚƐ ĂƐƐĞƐƐŵĞŶƚ ŽĨ ƚŚĞ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞŽĨŝƚΖƐƐƵďƐŝĚŝĂƌŝĞƐ͕ƉƌŽǀŝĚĞĚ༤ϭϲĐƌŽƌĞƐĂŶĚƌĞǀĞƌƐĞĚ༤ϯϱĐƌŽƌĞƐƌĞƐƉĞĐƚŝǀĞůLJƚŽǁĂƌĚƐƉƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨŝŶǀĞƐƚŵĞŶƚ͘
• ϳ͘ KƚŚĞƌŝŶĐŽŵĞŝŶƚŚĞƉƌĞǀŝŽƵƐLJĞĂƌŝŶĐůƵĚĞƐĚŝǀŝĚĞŶĚŽĨ༤ϲϲ͘ϰϳĐƌŽƌĞƐƌĞĐĞŝǀĞĚĨƌŽŵŽŶĞŽĨƚŚĞƐƵďƐŝĚŝĂƌŝĞƐŽĨƚŚĞŽŵƉĂŶLJ͘
• ϴ͘ &ŽƌŵƵůĂĞĨŽƌĐŽŵƉƵƚĂƚŝŽŶŽĨƌĂƚŝŽƐĂƌĞĂƐĨŽůůŽǁƐ

;ĂͿĞďƚĞƋƵŝƚLJƌĂƚŝŽсĞďƚͬEĞƚǁŽƌƚŚ

Ğďƚ͗EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ

EĞƚǁŽƌƚŚ͗ƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂůнKƚŚĞƌĞƋƵŝƚLJ

;ďͿĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ;&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚнWƌŝŶĐŝƉĂůƌĞƉĂLJŵĞŶƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚͿ ;ĐͿ/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚ

ϵ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ďĞĞŶ ĂƐƐŝŐŶĞĚ ƚŚĞ ŚŝŐŚĞƐƚ ĐƌĞĚŝƚ ƌĂƚŝŶŐ ŽĨ ΖΖZ/^/> ͬ^ƚĂďůĞΗ Θ Η/Z ;^ƚĂďůĞͿΗ ďLJ Z/^/> ĂŶĚ /Z ƌĞƐƉĞĐƚŝǀĞůLJ ĨŽƌ ůŽŶŐ ƚĞƌŵ ďŽƌƌŽǁŝŶŐƐ ĂŶĚ ΗZ/^/> ϭнΗΘΗ/ZϭнΗďLJZ/^/>ĂŶĚ/ZƌĞƐƉĞĐƚŝǀĞůLJĨŽƌƐŚŽƌƚƚĞƌŵďŽƌƌŽǁŝŶŐƐ͘

ϭϬ͘ WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂůƌĞƉƌĞƐĞŶƚƐEŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ͕ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͘

• ϭϭ͘ dŚĞ ůŝƐƚĞĚ ϯͲLJĞĂƌ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ ďŽŶƵƐ ĚĞďĞŶƚƵƌĞƐ ŚĂǀŝŶŐ Ă ĐŽƵƉŽŶ ƌĂƚĞ ŽĨ ϴй Ɖ͘Ă͘ ĂƌĞ ƐĞĐƵƌĞĚ ďLJ ǁĂLJ ŽĨ ƉĂƌŝ ƉĂƐƐƵ ĨůŽĂƚŝŶŐ ĐŚĂƌŐĞ ŽŶ ƚŚĞ ĐƵƌƌĞŶƚ ĂƐƐĞƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ĂŶĚ ƚŚĞ ĂƐƐĞƚ ĐŽǀĞƌ ĂƐ ŽŶ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĞdžĐĞĞĚƐ ŽŶĞ ŚƵŶĚƌĞĚ ƉĞƌĐĞŶƚ ŽĨ ƚŚĞ ƉƌŝŶĐŝƉĂů ĂŵŽƵŶƚ͘ dŚĞ ŝŶƚĞƌĞƐƚ ĚƵĞ ĨŽƌ ƚŚĞ ĨŝƌƐƚ LJĞĂƌ ǁĂƐ ƉĂŝĚ ŽŶ Ϯϴ ƵŐƵƐƚ ϮϬϮϬ͕ ďĞŝŶŐ ƚŚĞ ĚƵĞ ĚĂƚĞĨŽƌƉĂLJŵĞŶƚŽĨŝŶƚĞƌĞƐƚ͘dŚĞŶĞdžƚĚƵĞĚĂƚĞĨŽƌƉĂLJŵĞŶƚŽĨŝŶƚĞƌĞƐƚŽŶƚŚĞŶŽŶͲĐŽŶǀĞƌƚŝďůĞĚĞďĞŶƚƵƌĞƐŝƐϮϴƵŐƵƐƚϮϬϮϭ͘
• ϭϮ͘ dŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƚƚŚĞŝƌŵĞĞƚŝŶŐŚĞůĚŽŶϭϳƵŐƵƐƚϮϬϮϬĂƉƉƌŽǀĞĚƚŚĞŝƐƐƵĞŽĨƵŶƐĞĐƵƌĞĚ͕ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ͕ƌĞĚĞĞŵĂďůĞ͕ĨƵůůLJƉĂŝĚͲƵƉĚĞďĞŶƚƵƌĞƐ͕ĂůŽŶŐ ǁŝƚŚ ĂŶ ĂƉƉƌŽƉƌŝĂƚĞ ĐĂƐŚ ĐŽŵƉŽŶĞŶƚ͕ ĂŐŐƌĞŐĂƚŝŶŐ ƚŽ ༤ ϰϭ͘ϱϬ ƉĞƌ ĞƋƵŝƚLJ ƐŚĂƌĞ͕ ƐƵďũĞĐƚ ƚŽ ĂƉƉůŝĐĂďůĞ ƚĂdžĞƐ͕ ďLJ ǁĂLJ ŽĨ ďŽŶƵƐ ƚŽ ƚŚĞ DĞŵďĞƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ ďLJ ƵƚŝůŝnjŝŶŐ ƚŚĞ ŐĞŶĞƌĂů ƌĞƐĞƌǀĞͬƐƵƌƉůƵƐ ŝŶ ƚŚĞ ƉƌŽĨŝƚ ĂŶĚ ůŽƐƐ ĂĐĐŽƵŶƚ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ƵŶĚĞƌ Ă ^ĐŚĞŵĞ ŽĨ ƌƌĂŶŐĞŵĞŶƚ͘ &ƵƌƚŚĞƌ͕ ƚŚĞ ŽĂƌĚ ŽĨ ŝƌĞĐƚŽƌƐ Ăƚ ƚŚĞŝƌ ŵĞĞƚŝŶŐ ŚĞůĚ ŽŶ ϱ KĐƚŽďĞƌ ϮϬϮϬ͕ ĂƉƉƌŽǀĞĚ ƚŚĞ ^ĐŚĞŵĞ ŽĨ ƌƌĂŶŐĞŵĞŶƚ ďĞƚǁĞĞŶ ƌŝƚĂŶŶŝĂ /ŶĚƵƐƚƌŝĞƐ >ŝŵŝƚĞĚ ĂŶĚ ŝƚƐ DĞŵďĞƌƐ ƵŶĚĞƌ ^ĞĐƚŝŽŶƐ ϮϯϬ ƚŽ ϮϯϮ ŽĨ ƚŚĞ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ĂŶĚ ŽƚŚĞƌ ĂƉƉůŝĐĂďůĞ ƉƌŽǀŝƐŝŽŶƐ ŽĨ ƚŚĞ Đƚ ǁŚŝĐŚ͕ ŝŶƚĞƌ ĂůŝĂ͕ ƉƌŽǀŝĚĞƐ ĨŽƌ ;ĂͿ /ƐƐƵĞ ŽĨ ϭ ƵŶƐĞĐƵƌĞĚ͕ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ͕ ƌĞĚĞĞŵĂďůĞ͕ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞďĞŶƚƵƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ Ϯϵ ĞĂĐŚ ĨŽƌ ĞǀĞƌLJ ϭ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞƋƵŝƚLJ ƐŚĂƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ ϭ ĞĂĐŚ ďLJ ƵƚŝůŝnjŝŶŐ ƚŚĞ 'ĞŶĞƌĂů ZĞƐĞƌǀĞ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ĂŶĚ ;ďͿ WĂLJŵĞŶƚ ŽĨ ĚŝǀŝĚĞŶĚ ŽĨ ༤ ϭϮ͘ϱϬ ƉĞƌ ĞǀĞƌLJ ϭ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞƋƵŝƚLJ ƐŚĂƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ ϭ ĞĂĐŚ ďLJ ƵƚŝůŝnjŝŶŐ ŝƚƐ ĂĐĐƵŵƵůĂƚĞĚ ƉƌŽĨŝƚƐ ƚŽ Ăůů ƚŚĞ ŵĞŵďĞƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ ƐƵďũĞĐƚ ƚŽ ĂƉƉƌŽǀĂů ŽĨ ƚŚĞ ^ĐŚĞŵĞ ďLJ ŵĞŵďĞƌƐ ĂŶĚ ƐƚĂƚƵƚŽƌLJͬƌĞŐƵůĂƚŽƌLJ ĂƵƚŚŽƌŝƚŝĞƐŝŶĐůƵĚŝŶŐƚŚĞ^ƚŽĐŬdžĐŚĂŶŐĞƐ͕^/ĂŶĚƚŚĞ,ŽŶΖďůĞEĂƚŝŽŶĂůŽŵƉĂŶLJ>ĂǁdƌŝďƵŶĂů͕<ŽůŬĂƚĂďĞŶĐŚĂŶĚƐƵďũĞĐƚƚŽĚĞĚƵĐƚŝŽŶͬǁŝƚŚŚŽůĚŝŶŐŽĨĂƉƉůŝĐĂďůĞƚĂdžĞƐ͘
• ϭϯ͘ ƵƌŝŶŐ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϭϵ͕ ƚŚĞ ŽŵƉĂŶLJ ĞůĞĐƚĞĚ ƚŽ ĞdžĞƌĐŝƐĞ ƚŚĞ ŽƉƚŝŽŶ ƉĞƌŵŝƚƚĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϭϱ ŽĨ ƚŚĞ /ŶĐŽŵĞͲƚĂdž Đƚ͕ ϭϵϲϭ ĂƐ ŝŶƚƌŽĚƵĐĞĚ ďLJ ƚŚĞ dĂdžĂƚŝŽŶ >ĂǁƐ ;ŵĞŶĚŵĞŶƚͿ KƌĚŝŶĂŶĐĞ͕ ϮϬϭϵ͘ ĐĐŽƌĚŝŶŐůLJ͕ ƚŚĞ ŝŵƉĂĐƚ ŽĨ ƚŚĞ ĐŚĂŶŐĞ ;ƌĞĚƵĐƚŝŽŶ ŝŶ ƚĂdž ƌĂƚĞͿ ƌĞůĂƚŝŶŐ ƚŽ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ :ƵŶĞ ϮϬϭϵ ǁĂƐ ƌĞĐŽŐŶŝƐĞĚ ŝŶ ƚŚĞ ƋƵĂƌƚĞƌĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϭϵ͘

ŚĂŝƌŵĂŶ KŶďĞŚĂůĨŽĨƚŚĞŽĂƌĚ &ŽƌƌŝƚĂŶŶŝĂ/ŶĚƵƐƚƌŝĞƐ>ŝŵŝƚĞĚ EƵƐůŝEtĂĚŝĂ NUSLI NEVILLE WADIA Digitally signed by NUSLI NEVILLE WADIA Date: 2020.10.19 16:45:52 +05'30'

WůĂĐĞ͗ĞŶŐĂůƵƌƵ ĂƚĞ͗ϭϵKĐƚŽďĞƌϮϬϮϬ

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&KDUWHUHG\$FFRXQWDQWV

4th November, 2020

To, The General Manager, Listing Department, BSE Limited, P. J. Tower, Dalal Street, Mumbai – 400 001.

Dear Sir / Madam,

Scrip Code: BSE: 500825

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 for the Scheme of Arrangement between Britannia Industries Limited ("Company") and its Members under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme")

We refer to our Application / Case No. 119158 of 2020 filed on October 7, 2020 enclosing all the applicable documents as mentioned in paragraph I (A) (2) of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

Please find attached herewith Report on Complaints ("Report"), in the format prescribed under the SEBI Circular, received by the Company on the draft Scheme during 21 days period from the earlier of date of filing of draft Scheme with BSE Limited 7th October, 2020, hosting the draft Scheme by BSE Limited 13th October, 2020 and hosting the Draft Scheme along with documents specified the listed entity's website 7th October, 2020.

We request you to take the Report on your records and oblige. The said Report is also being uploaded on the website of the Company.

We also request you to provide us the necessary 'Observation Letter' / 'No-objection' at the earliest so as to enable us to file the Scheme with the National Company Law Tribunal Bench at Kolkata

Yours faithfully,

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL DN: c=IN, o=Personal, 2.5.4.20=41a3d22de134005475f6a95210ff791c3587 eec76bce4432e699e528b8380240, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa212acb5 90f32274f5e215b96de758aa514d670c2, cn=THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.04 18:16:18 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Report on Complaints

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly.	NIL
2.	Number of complaints forwarded by BSE / NSE / SEBI.	NIL
3.	Total number of comments / complaints received (1+2).	NIL
4.	Number of complaints resolved.	NIL
5.	Number of complaints pending.	NIL

Part B

Sr. No.	Name of the complainant	Date of Complaint	Status (Resolved / Pending)
	NIL

For Britannia Industries Limited

THULSIDASS VELAYUDHA N THARAYIL Digitally signed by THULSIDASS VELAYUDHAN THARAYIL DN: c=IN, o=Personal,

2.5.4.20=41a3d22de134005475f6a95210ff7 91c3587eec76bce4432e699e528b8380240, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa 212acb590f32274f5e215b96de758aa514d6 70c2, cn=THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.04 18:16:52 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Date: 04.11.2020 Place: Bengaluru

11th November, 2020

To

The Manager - Listing Department, National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G-Block Bandra-Kurla Complex, Bandra (East) Mumbai – 400 051 Symbol: BRITANNIA

Dear Sir / Madam,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 for the Scheme of Arrangement between Britannia Industries Limited ("Company") and its Members under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme")

We refer to our Application / Case No. 24953 of 2020 filed on October 7, 2020 enclosing all the applicable documents as mentioned in paragraph I (A) (2) of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

Please find attached herewith Report on Complaints ("Report"), in the format prescribed under the SEBI Circular, received by the Company on the draft Scheme during 21 days period from the earlier of date of filing of draft Scheme with National Stock Exchange of India Limited (NSE) 7th October, 2020, hosting the draft Scheme by NSE 20th October, 2020 and hosting the Draft Scheme along with documents specified the listed entity's website 7th October, 2020.

We request you to take the Report on your records and oblige. The said Report is also being uploaded on the website of the Company.

We also request you to provide us the necessary 'Observation Letter' / 'No-objection' at the earliest so as to enable us to file the Scheme with the National Company Law Tribunal Bench at Kolkata

Yours faithfully,

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.11 17:45:14 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Complaints Report for the period from 21st October, 2020 to 10th November, 2020

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly.	NIL
2.	Number of complaints forwarded by BSE / NSE / SEBI.	NIL
3.	Total number of comments / complaints received (1+2).	NIL
4.	Number of complaints resolved.	NIL
5.	Number of complaints pending.	NIL

Part B

Sr. No.	Name of the complainant	Date of Complaint	Status (Resolved / Pending)
	NIL

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.11 17:46:13 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Date: 11.11.2020 Place: Bengaluru

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/JR/R37/1865/2020-21 "E-Letter" December 17, 2020

The Company Secretary, BRITANNIA INDUSTRIES LTD. 5 / 1 A Hungerford Street, Kolkata, West Bengal, 700017

Dear Sir,

Sub: Observation letter regarding the draft Scheme of Arrangement between Britannia Industries Limited and its members.

We are in receipt of Draft Scheme of Arrangement of Britannia Industries Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. CIR/IMD/DF/50/2017 dated May 26, 2017; SEBI vide its letter dated December 16, 2020 has inter alia given the following comment(s) on the draft scheme of arrangement:

• "Company shall ensure that the company discloses the details of ongoing adjudication proceedings and all other enforcement actions taken against the Company, its Promoters and directors."
• "Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
• "Company shall duly comply with various provisions of the Circular."
• "Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
• "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT..

However, the listing of Debentures of Britannia Industries Ltd shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. CIR/IMD/DF/50/2017 dated May 26, 2017. Further, Britannia Industries Ltd shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange's criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of Debentures of Britannia Industries Ltd is at the discretion of the Exchange. In addition to the above, the listing of Debentures of Britannia Industries Ltd pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

• 1) The NCDs proposed to be issued pursuant to the scheme will be issued only to the shareholders of the listed entity which has listed its specified securities on the Exchange.
• 2) The minimum tenure of the NCDs shall be one year
• 3) The NCDs proposed to be listed have been assigned such minimum credit rating as specified for public issue of NCDs in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as the case may be by a credit rating agency registered with the Board. Kindly also mention the actual rating obtained.
• 4) The valuation report has been prepared after considering the valuation of NCDs to be issued pursuant to the scheme.
• 5) The draft scheme contains all the disclosures, as specified under para 5(A)(V) of the SEBI circular CIR/IMD/DF/50/2017 dated May 26, 2017.
• 6) Company shall ensure the following for the proposed issue of NCDs under the scheme:
• a) The captioned issue of NCDs is in compliance with all the applicable provisions of the Companies Act, 2013 including the provisions related to creation and maintenance of Debenture Redemption Reserve.
• b) All such NCDs shall be issued in dematerialised form only.
• c) The company has appointed/ shall appoint the Debenture Trustee in compliance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and Companies Act, 2013.
• d) The company has created / shall create an appropriate charge or security, wherever applicable, in compliance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and Companies Act, 2013.
• e) All the provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 have been/ shall be complied with except the provisions related to making a public issue, or making a private placement, or filing of offer document, etc.
• 7) The following provisions shall be incorporated in the scheme:
• i. The Debentures allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange."
• ii. "There shall be no change in the shareholding pattern of Britannia Industries Ltd between the record date and the listing which may affect the status of this approval."

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

Ref: NSE/LIST/24953_II December 17, 2020

Signer: Amit Maruti Phatak Date: Thu, Dec 17, 2020 11:32:13 IST

Location: NSE

The Company Secretary Britannia Industries Limited 5/1A, Hugerford Street, Kolkata - 700017

Kind Attn.: Mr. T.V Thulsidass

Dear Sir,

Sub: Observation Letter for Draft Scheme of Arrangement between Britannia Industries Limited and its Members

We are in receipt of the Draft Scheme of Amalgamation between Britannia Industries Limited ("the Company") and its Members vide application dated October 07, 2020.

Based on our letter reference no Ref: NSE/LIST/24953 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ('Circular'), kindly find following comments on the draft scheme:

• a. The Company shall ensure to disclose the details of ongoing adjudication proceedings and all other enforcement actions taken against the Company, its promoters and directors.
• b. The Company shall further ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.
• c. The Company shall duly comply with various provisions of the Circular.
• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
• e. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations. This Document is Digitally Signed

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No-objection" in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from December 17, 2020 within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Amit Phatak Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

Signer: Amit Maruti Phatak Date: Thu, Dec 17, 2020 11:32:13 IST

Confidential

BRITANNIA INDUSTRIES LIMITED

CIN: L15412WB1918PLC002964

Registered Office: 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India.

Phone: 033 22872439/2057; Fax: 033 22872501

Website: www.britannia.co.in E-mail Id: investorrelations@britindia.com

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH

COMPANY APPLICATION (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN: L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata -700017, West Bengal, India.

..... Applicant Company

PROXY FORM FOR MEETING OF EQUITY SHAREHOLDERS

(Form MGT 11 - Sections 230 and 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management and Administration) Rules, 2014)

Name of Equity Shareholder	:
Registered Address	:
Email Id	:
Ledger Folio No or DP ID/Client ID No.	:

I/ We (*) the undersigned Equity Shareholders of Britannia Industries Limited (CIN L15412WB1918PLC002964) do hereby nominate and appoint

1.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	,or failing him/her
2.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	,or failing him/her
3.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	,or failing him/her
4.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	,or failing him/her

as my/our PROXY to act for me/us at the meeting of the Equity Shareholders of Britannia Industries Limited to be held on Monday, 15 February, 2021 at 11:00 A.M. virtually through Video conferencing or other Audio-visual means ("VC/OAVM") for the purpose of considering and if thought fit, approving with or without modification, the proposed Scheme of Arrangement between Britannia Industries Limited and its Members and at such meeting or any adjournment thereof to vote for me/us and in my/our name ______________ [here, 'if for', insert 'for'; 'if against', insert 'against' and in the latter case, strike out the words below after 'Scheme of Arrangement'] the said Scheme of Arrangement either with or without modification as my/our proxy may approve.

Signed this…………………. day of …………………………………………………………2021
	Affix
Signature of Shareholder ………………………………………………………………………………	Revenue
Signature of Proxy holder(s)…………………………………………………………………………….	Stamp

NOTES:

• 1. Please affix appropriate Revenue Stamp before putting Signature.
• 1. The proxy duly stamped, signed and completed must be deposited at the Registered Office of the Company at least 48 hours before the commencement of the meeting or sent by Email to investorrelations@britindia.com.
• 1. A proxy need not be a shareholder of the company
• 1. Alterations, if any made in the form of proxy must be initialed by the shareholder
• 1. In case of multiple proxies, the Proxy later in the time shall be accepted.
• (*) Strike out whichever not applicable.

BRITANNIA INDUSTRIES LIMITED

CIN: L15412WB1918PLC002964

Registered Office: 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India.

Phone: 033 22872439/2057; Fax: 033 22872501

Website: www.britannia.co.in E-mail Id: investorrelations@britindia.com

NOTICE OF THE MEETING OF COMMERCIAL PAPER (CP) HOLDERS OF BRITANNIA INDUSTRIES LIMITED (CONVENED PURSUANT TO ORDER DATED 23 DECEMBER, 2020, AS CORRECTED BY A CORRIGENDUM DATED 11 JANUARY, 2021 TO ORDER DATED 23 DECEMBER, 2020 BY THE HON'BLE NATIONAL COMPANY LAW TRIBUNAL, KOLKATA BENCH)

MEETING
Day	Monday
Date	15 February, 2021
Time	2:00 P.M.
Mode	Through Video Conferencing or Other Audio-Visual Means

	REMOTE E-VOTING
Commencing on	Thursday, 21 January, 2021 at 10:30 A.M.
Ending on	Sunday, 14 February, 2021 at 5:00 P.M.

INDEX

Sr.	Contents	Page No.
No.
1.	Notice of Meeting of CP Holders of Britannia Industries Limited under the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 convened pursuant to an Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020 of the Hon'ble National Company Law Tribunal, Kolkata Bench	2
2.	Explanatory Statement pursuant to Section 230(3) and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	9
3.	Annexure 1 to Explanatory Statement	18
	Scheme of Arrangement between Britannia Industries Limited ("Applicant Company") and its Members ("Scheme")
4.	Annexure 2 to Explanatory Statement	30
	Unaudited Financial Results of the Applicant Company for the quarter and half year ended 30 September, 2020
5.	Annexure 3 to Explanatory Statement	43
	Report of the Board of Directors of the Applicant Company under Section 232(2)(c) of the Companies Act, 2013
6.	Annexure 4 to Explanatory Statement	45
	Complaints Reports dated 4 November, 2020 and 11 November, 2020 submitted by the Applicant Company to BSE Limited and The National Stock Exchange of India Limited, respectively
7.	Annexure 5 to Explanatory Statement	49
	Observation letters of BSE Limited and the National Stock Exchange of India Limited dated 17 December, 2020 on the Scheme
8.	Form of Proxy	55

Before the National Company Law Tribunal, Kolkata Bench

Company Application (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN: L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata -700017, West Bengal, India.

..... Applicant Company

NOTICE CONVENING MEETING OF COMMERCIAL PAPER HOLDERS OF BRITANNIA INDUSTRIES LIMITED

To,

The Commercial Paper Holders of Britannia Industries Limited

NOTICE is hereby given that by an Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020, the Hon'ble National Company Law Tribunal, Kolkata Bench ("Tribunal") has directed a meeting, inter alia, of the CP Holders of Britannia Industries Limited, the Applicant Company, to be held for the purpose of considering, and if thought fit, approving, with or without modification, the proposed Scheme of Arrangement between the said Applicant Company and its Members ("Scheme").

In view of the ongoing COVID-19 pandemic and related social distancing norms and in pursuance of the said Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to Order dated 23 December, 2020 and as directed therein, further notice is hereby given that a meeting of the CP Holders of the Applicant Company will be held virtually through Video conferencing or other Audio-Visual Means ("VC/OAVM") on Monday, 15 February, 2021 at 2:00 P.M. to consider, and, if thought fit, to pass the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) read with Section 232(1) of the Companies Act, 2013 ('Act'):

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, and other applicable provisions, if any, of the Companies Act, 2013, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and the provisions of the Memorandum and Articles of Association of Britannia Industries Limited ("Applicant Company") and subject to the sanction of the Kolkata Bench of the Hon'ble National Company Law Tribunal (hereinafter referred to as "the Tribunal"), and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary, and subject to such conditions and modifications as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Applicant Company (hereinafter referred to as the "Board", which term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the Scheme of Arrangement between Britannia Industries Limited and its Members ("Scheme") presented in Company Application (CAA) No.1447/ KB/2020 filed by the Applicant Company before the Hon'ble Tribunal, be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to the above resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon'ble Tribunal or its appellate authority(ies)/while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or diffculties that may arise in giving effect to the Scheme of Arrangement, as the Board may deem fit and proper."

TAKE FURTHER NOTICE that the CP Holders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes in person or by proxy through e-voting system available at the meeting held virtually on Monday, 15 February, 2021 at 2:00 P.M. or by remote electronic voting ("remote e-voting") during the period as stated below:

REMOTE E-VOTING
Commencement of voting	Thursday, 21 January, 2021 at 10:30 A.M.
End of Voting	Sunday, 14 February, 2021 at 5:00 P.M.

A copy of the said Scheme of Arrangement, Explanatory Statement pursuant to Section 230(3) and other applicable provisions of the Companies Act, 2013 along with all annexures to such statement and Form of Proxy are enclosed herewith and can also be obtained free of charge at the registered office of the Company or at the office of Advocate, Mr. Arunabha Deb, Temple Chambers, 1st floor, Room No. 35, 6, Old Post Office Street, Kolkata - 700001. A copy of this notice and the accompanying documents are also placed on the website of the Applicant Company www.britannia.co.in and the website of National Securities Depository Limited www.evoting.nsdl.com, being the agency appointed by the Applicant Company to provide the e-voting and other facilities for convening of the Meeting.

The Hon'ble Tribunal has appointed Mrs. Manju Bhuteria, Advocate to be the Chairperson of the said meeting of the CP Holders of the Applicant Company and Mr. Mohan Ram Goenka, FCA (Membership Number: F4515), to be the Scrutineer for the said meeting.

The above mentioned Scheme of Arrangement, if approved at the aforesaid meeting, will be subject to the subsequent sanction of the Hon'ble Tribunal.

Sd/- Dated: 12 January, 2021 Mrs. Manju Bhuteria, Advocate Place: Kolkata Chairperson appointed for the Meeting

Drawn by: Mr. Arunabha Deb Advocate of the Applicant Company Temple Chambers, 1st Floor, 6, Old Post Office Street, Kolkata- 700 001.

Notes for Meeting of CP Holders of the Applicant Company:

1) CP HOLDERS OF THE COMPANY MAY ATTEND AND VOTE EITHER IN PERSON OR BY PROXY. A HOLDER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/ PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF / HERSELF.

The authorized representative of a body corporate which is a CP holder of the Company may attend and vote at the meeting of the CP Holders of the Company provided a certified copy of the resolution of the board of directors or other governing body of the body corporate authorizing such representative to attend and vote at the meeting of the CP Holders of the Company, is deposited at the registered office of the Company or sent by email to investorrelations@britindia.com not later than 48 (forty eight) hours before the scheduled time of the commencement of the meeting of the CP Holders of the Company.

Foreign Institutional Investors (FIIs) who are CP Holders of the Applicant Company would be required to deposit certified copies of the power of attorney, authorizing the individual named therein, to attend and vote at the meeting on their behalf. The said documents must be deposited at the registered office of the Applicant Company or sent by email to investorrelations@britindia.com not later than 48 (forty eight) hours before the scheduled time of the commencement of the Meeting.

It is further clarified that Proxies can only vote through e-voting system available at the meeting held virtually through VC/OAVM and not through any other mode.

• 2) A Proxy form is sent herewith. Proxies submitted on behalf of the Companies, Societies etc., must be supported by an appropriate resolution/authority, as applicable. The instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company or sent by email to investorrelations@britindia.com, duly completed and signed, not less than 48 (forty eight) hours before the scheduled time of the commencement of the meeting.
• 3) The form of proxy can be obtained free of charge from the registered office of the Company or from the office of Mr. Arunabha Deb, Advocate on Record, Temple Chambers, 1st floor, Room No. 35, 6, Old Post Office Street, Kolkata – 700001.
• 4) In terms of the Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal, meeting of CP Holders of the Applicant Company ("Meeting") will be held through Video Conferencing/ Other Audio-Visual Means ('VC/OAVM') in accordance with provisions of Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The detailed procedure for participation and voting at the Meeting is given hereinbelow.
• 5) As per the Order dated 23 December, 2020, as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal, the presence of the CP Holders will be recorded virtually instead of attendance slip.
• 6) The quorum for the meeting of the CP Holders of the Company shall be as prescribed under Section 103 of the Companies Act, 2013 read with the rules made thereunder as mentioned in the said Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal. CP Holders attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum.
• 7) Since the Meeting will be held virtually through VC/OAVM, as aforesaid, route map and attendance slip are not attached to this Notice and the venue of the Meeting shall be deemed to be the Registered Office of the Company.
• 8) The Notice along with all annexures is being sent by E-mail to all the CP Holders at their registered E-mail Id's whose names appear in the List of CP Holders as on 31 December, 2020.
• 9) The notice convening the meeting will be published through advertisement in (i) "The Telegraph" in the English language; and (ii) translation thereof in "Anandabazar Patrika" in Bengali language as per the requirements of Section 230 of the Companies Act, 2013 in Form No. CAA 2 of the Companies (Compromises, Arrangements & Amalgamations) Rules, 2016.

PROCEDURE FOR ATTENDING THE MEETING THROUGH VC/OAVM:

• 10) CP Holders will be able to attend the Meeting through VC/OAVM and view the live webcast of the Meeting at www.evoting.nsdl.com by using their remote e-voting login credentials and selecting the EVEN for Meeting. The facility to join the Meeting will be kept open 30 minutes before the time scheduled to start the Meeting. CP Holders are requested to join the Meeting by following the procedure given herein below.
• 11) CP Holders who do not have the User ID and Password for e-voting or have forgotten the User ID and Password may retrieve the same by following the remote e-voting instructions mentioned in the Notice. Further, CP Holders can also use the OTP based login for logging into the e-voting system of NSDL.
• 12) CP Holders are requested to join the Meeting through Laptops for better experience and will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connected via mobile hotspot may experience audio/video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
• 13) CP Holders who need assistance before or during the Meeting, can contact NSDL at evoting@nsdl.co.in or at toll free numbers 1800 1020 990/1800 22 4430 or contact Mr. Amit Vishal, Senior Manager, NSDL at amitv@nsdl.co.in / +91 9920264780 or Ms. Pallavi Mhatre, Manager, at pallavid@nsdl.co.in / +91-75066 82281.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS ON THE SCHEME OF ARRANGEMENT:

• 14) As the Meeting is being conducted through VC/OAVM, CP Holders are encouraged to express their views / send their queries in advance mentioning their name, DP Id / Client Id, PAN, E-mail Id and mobile number to investorrelations@britindia.com to enable smooth conduct of Meeting. Questions / Queries received by the Company on the aforementioned email id by Monday, 8 February, 2021, 5:00 P.M IST shall only be considered and responded.
• 15) CP Holders who would like to express their views or ask questions during the Meeting may register themselves as a speaker by sending their request from their registered email address mentioning their name, DP Id / Client Id, PAN and mobile number to investorrelations@britindia.com before Monday, 8 February, 2021, 5:00 P.M IST. Those CP Holders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the Meeting. Speakers are requested to submit their questions in advance to investorrelations@britindia.com by Monday, 8 February, 2021, 5:00 P.M IST.

PROCEDURE FOR REMOTE E-VOTING AND VOTING AT THE MEETING:

• 16) In terms of the said Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the Hon'ble Tribunal and in accordance with Section 230(4) of the Companies Act, 2013 read with the Companies (Compromises, Arrangement and Amalgamation) Rules, 2016 and the Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CP Holders of the Applicant Company shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes in person or by proxy through e-voting in virtual meeting convened through VC/OAVM on Monday, 15 February, 2021 at 2:00 P.M. or by remote electronic voting ("remote e-voting") during the period commencing from 10:30 a.m. on 21 January, 2021 and ending at 5:00 p.m. on 14 February, 2021. The Applicant Company has engaged the services of National Securities Depository Limited www.evoting.nsdl.com, as the authorized agency to provide the e-voting facility.
• 17) CP Holders whose name appears in the List of CP Holders as on Friday, 8 January, 2021 shall only be entitled to attend and vote at the Meeting. A CP Holder who is not a holder as on the relevant date should treat this Notice of the Meeting for information purpose only.
• 18) Only those CP Holders, who will be present in the meeting through VC/OAVM facility and have not cast their vote on the resolutions through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system in the virtual meeting.

If you cast your votes by remote e-voting, you will nevertheless be entitled to attend the meeting in person through VC/OAVM and participate in the discussions in the virtual meeting held through VC/OAVM but you will not be entitled to vote again by e-voting during such meeting held virtually through VC/OAVM. If you do so, the votes so cast by you at the virtual meeting held through VC/OAVM shall be treated as invalid. Once the vote on the resolution is cast by a CP Holder, he or she will not be allowed to change it subsequently.

• 19) The voting rights of the CP Holders shall be in proportion to their holding as on the close of the business hours of Friday, 8 January, 2021.
• 20) It is hereby clarified that it is mandatory for CP Holders to vote using the e-voting facility only, subject to compliance with the instructions for e-voting. The voting right may be exercised either by remote e-voting within prescribed period or by e-voting during the meeting being convened through VC/OAVM.
• 21) The procedure for e-voting on the day of the Meeting is same as the instructions for remote e-voting.

INSTRUCTIONS FOR REMOTE E-VOTING:

22) The remote e-voting period begins on Thursday, 21 January, 2021 at 10:30 a.m. and ends on Sunday, 14 February, 2021 at 5:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The instructions for remote e-voting are given herein below:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Log-in to NSDL e-Voting system at https://www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-Voting system.

Details on Step 1 is mentioned below:

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login"
• 1. A new screen will open. You will have to enter your User ID, your Password and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e., IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e., Cast your vote electronically.

• 1. Your User ID details will be your DP Id and Client Id
• 1. Your password details are given below:
• a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
• b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
• c) How to retrieve your 'initial password'?

If your E-mail Id is registered in your demat account or with the company, your 'initial password' is communicated to you on your Email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e., a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account. The .pdf file contains your 'User ID' and your 'initial password'.

• 1. If you are unable to retrieve or have not received the " Initial password" or have forgotten your password:
• a) Click on "Forgot User Details/Password?" option available on www.evoting.nsdl.com.
• b) If you are still unable to get the password by aforesaid option, you can send a request at evoting@nsdl.co.in mentioning your demat account number, PAN, name and registered address.
• c) CP Holders can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Details on Step 2 is given below:

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see the Home page of e-Voting. Click on e-Voting. Then, click on Active Voting Cycles.
• 1. After click on Active Voting Cycles, you will be able to see all the companies "EVEN" in which you are holding securities and whose voting cycle is in active status.
• 1. Select "EVEN" of company for which you wish to cast your vote. The EVEN is 115527.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e., assent or dissent, verify/modify the number of securities for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL INFORMATION TO CP HOLDERS

• 23) The Portal will remain open for voting from Thursday, 21 January, 2021, 10:30 a.m. till Sunday, 14 February, 2021, 5:00 p.m.
• 24) CP Holders are required to send a scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by email to goenkamohan@gmail.com with a copy marked to evoting@nsdl.co.in and investorrelations@britindia.com.
• 25) It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" option available on www.evoting.nsdl.com to reset the password.
• 26) However, if you are already registered with NSDL for remote e-voting then you can use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password by using "Forgot User Details/Password" option available on www.evoting.nsdl.com or contact NSDL at the toll free numbers - 1800 1020 990/ 1800 22 4430.

• 27) In case of any queries, you may refer the Frequently Asked Questions (FAQs) and e-voting user manual available at the download section of www.evoting.nsdl.com or call on toll free numbers 1800 1020 990/ 1800 22 4430 or send a request to or contact Mr. Amit Vishal, Senior Manager/Ms. Pallavi Mhatre, Manager, NSDL, Trade World, 'A' Wing, 4th Floor, Kamala Mills Compound, Lower Parel, Mumbai – 400013 at telephone no. 022- 24994360/022 24994545 or at E-mail Id evoting@nsdl.co.in.

• 28) CP Holders as on the relevant date only shall be entitled to avail the facility of remote e-Voting or cast vote through e-Voting system during the Meeting.

• 29) Any queries/ grievances in relation to the voting by remote e-voting or in virtual meeting by e-voting through VC/OAVM may be addressed to Mr. T. V. Thulsidass, Company Secretary of the Applicant Company at Registered office: 5/1A, Hungerford Street, Kolkata - 700017, West Bengal, India or through email to thulsidasstv@britindia.com or can be contacted at 080-37687232.
• 30) The aforesaid resolution for approval of the Scheme shall, if passed by a majority in number representing three-fourths in value of all CP Holders of the Applicant Company casting their votes, as aforesaid, shall be deemed to have been duly passed on the date of the said meeting (i.e., 15 February, 2021) of the CP Holders of the Applicant Company under Section 230(1) read with Section 232(1) of the Companies Act, 2013.
• 31) The documents referred to in the Notice and accompanying Explanatory Statement shall be available for inspection without any fee by the CP Holders on all working days (except Saturdays, Sundays and Public holidays) from 10.00 a.m. to 4.00 p.m. at the Registered Office of the Applicant Company, from the date of dispatch of this Notice up to the date of the Meeting and shall also be available for inspection at Meeting. This Notice of the Meeting of CP Holders of the Applicant Company is also displayed / posted on the website of the Applicant Company www.britannia.co.in and website of NSDL www.evoting.nsdl.com and website of stock exchanges www.bseindia.com and www.nseindia.com.
• 32) Pursuant to the provision of Section 108 of the Act read with rules thereof, Mr. Mohan Ram Goenka, FCA (Membership Number: F4515) has been appointed as the Scrutineer to scrutinize the Remote e-Voting process and casting vote through the e-Voting system during the Meeting in a fair and transparent manner.

DECLARATION OF RESULTS ON THE RESOLUTION

33) The results of the voting on the resolution(s) set out in the Notice, will be declared on or before Thursday, 18 February, 2021. The declaration of results, together with the Scrutinizer's Report, will be displayed on the Notice Board of Applicant Company at its registered office, on the website of the Applicant Company www.britannia.co.in and on the website of NSDL www.evoting.nsdl.com besides being communicated to the Stock Exchanges.

Before the National Company Law Tribunal, Kolkata Bench

Company Application (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN:L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata -700017, West Bengal, India.

..... Applicant Company

EXPLANATORY STATEMENT UNDER SECTION 230(3) AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016.

1. Details of Order of the Tribunal directing, calling, convening and conducting of Meeting:

Pursuant to an Order dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the National Company Law Tribunal, Kolkata Bench ("Tribunal") in Company Application No.1447/KB/2020, a meeting of the CP Holders of the Applicant Company is directed to be held virtually through Video conferencing or other Audio-visual means ("VC/OAVM") on Monday, 15 February, 2021 at 2:00 P.M. for the purpose of considering and if thought fit, approving, with or without modification(s), the Scheme of Arrangement between Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

2. Rationale and Benefits:

The Rationale and Benefits of the said Scheme of Arrangement are, inter alia, as follows:

• i. The Company has built up substantial Accumulated Profits (defined in the Scheme), over the years from its retained profits. The Accumulated Profits are well above the Company's current and likely future operational needs. Further, barring unforeseen circumstances, the Company is confident of generating incremental cash over the next few years. Overall reserves position is expected to improve further even after considering cash requirements for the Company's capex programme and working capital requirements. The Company expects to have reasonable liquidity position and also has adequate debt raising capability.

• ii. Further, upon taking into consideration the Company's capability to generate strong cash flow and the Accumulated Profits being more than what is needed to fund the Company's future growth, the Company is of the view that these excess funds can be optimally utilized to reward its members in such difficult and unprecedented times by way of distribution.

• iii. At the same time, in keeping with the Company's philosophy of conservative cash management and being mindful of the challenging business environment, the Company is of the view that it would be prudent to retain liquidity in the Company. Accordingly, the Company has proposed, inter alia, to distribute such funds amongst its members in such manner and to such extent, as the Board (defined in the Scheme), may decide, by means of fully paid up debentures by way of bonus and distribute dividends in terms of the said Scheme by utilizing the Accumulated Profits (defined in the Scheme).

• iv. Even after issue of Debentures and payment of dividend in accordance with the Scheme, the Company would continue to have sufficient cash resources to discharge its liabilities towards its lenders and other stakeholders on time and in the ordinary course of its business.
• v. The Scheme is in the best interests of the Members (defined in the Scheme) and other stakeholders of the Company.
• vi. A copy of the Scheme is annexed and marked as Annexure 1 hereto.

3. Particulars of the Applicant Company:

• i. Britannia Industries Limited (the "Applicant Company" or "BIL") was incorporated under the Indian Companies Act, 1913 on 21 March, 1918 as a public limited (Non-government Company) company under the name, 'The Britannia Biscuit Company Limited'. The name of the Company was changed to 'Britannia Industries Limited' on 3 October, 1979. The Corporate Identification Number of the Company is L15412WB1918PLC002964 and PAN number is AABCB2066P. The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.
• ii. The Company's registered office is situated at 5/1A, Hungerford Street Kolkata 700 017, West Bengal, India. The Company's website address is www.britannia.co.in and email address is investorrelations@britindia.com.
• iii. The Company is a widely held public listed company in which public holds 49.45% of the issued, subscribed and paid-up share capital of the Company.
• iv. The Company is engaged in the manufacture and sale of packaged food products.
• v. The objects for which the Company was incorporated are set out in its Memorandum of Association which inter alia are as follows: -
• To manufacture, buy, sell, prepare for market and deal in farinaceous foods of all kinds and in particular biscuits, breads, cakes and confectionary and foods of every description suitable for infants and invalids.
• To carry on business as bakers and confectioners and to manufacture, buy, sell, refine, prepare, grow, import, export and deal in provisions of all kinds both wholesale and retail whether solid or liquid.
• To prepare, manufacture, process, improve, buy, sell, import, export, trade in and deal in and with, whether as wholesalers, retailers, principals or agents or otherwise, poultry and livestock of any description, milk, cream, butter, cheese, eggs, bacon, porkpie, sausage, potted and preserved meats, delicatessen, protein and health foods and processed foods of any kind.
• To engage in and conduct the business of research in the field of foods and drinks of every description and to carry on investigations and experiments of all kinds, to originate, develop and improve any discoveries, inventions, processes and formulae with a view to putting the same to commercial and / or industrial use and particularly to manufacture, operate, sell or otherwise transfer, lease, license the use of, distribute or otherwise dispose of and generally to deal in proprietory interests of every kind and description as a result thereof.
• vi. There has been no change in the Name, Registered Office and Objects of the Company in the last 5 years.
• vii. The share capital structure of the Company as on 31 December, 2020 is as follows:-

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,868,296 equity shares of ` 1/- each	240,868,296
Total	240,868,296

The Company has outstanding employee stock options the exercise of which may result in an increase in the issued, subscribed and paid-up share capital of the Company.

• viii. The details of Promoters (including Promoter group), Directors and Key Managerial Personnel ("KMPs") of the Applicant Company as on 31 December, 2020 along with their addresses are mentioned herein below:
• A. PROMOTERS AND PROMOTER GROUP:

Sl.	Name	Address	No. of Shares	% of
No.				shareholding
1.	Associated Biscuits International Limited	34 Ely Place, London, England, EC1N 6TD	10,78,09,000	44.76
2.	Bannatyne Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,83,110	1.16
3.	Dowbiggin Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
4.	Nacupa Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
5.	Valletort Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
6.	Spargo Enterprises Pte Limited	3 Joan Road, Singapore (298897)	27,85,020	1.16
7.	Mr. Nusli N Wadia	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	4,500	0.00
8.	Mr. Ness N Wadia	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	16,202	0.01
	Total 12,17,52,892

B. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMPs"):

Sl.	Name	Designation	Address	No. of	% of
No.				shares	shareholding
	DIRECTORS
1	Mr. Nusli N Wadia	Chairman	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	4,500	0.00
2	Mr. Varun Berry	Managing Director	C 11 Epsilon Residential Villas No.370/3, Yemalur Main Road, Off Old Airport Road, Bangalore 560037	0	0.00
3	Mr. Avijit Deb	Director	1, Rajendra Deb Road, Barabazar, Kolkata 700007	0	0.00
4	Mr. Jeh N Wadia	Director	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	0	0.00
5	Mr. Keki Dadiseth	Director	8A Manek L D Ruparel Marg, Malabar Hill, Mumbai 400006	464	0.00
6	Dr. Ajai Puri	Director	Flat 82, Prince Albert Court, 33 Prince Albert Road, London, NWB7LU GB	0	0.00
7	Mr. Ness N Wadia	Director	Beach House, P. Balu Marg, Prabhadevi, Mumbai 400025	16,202	0.01
8	Dr. Y.S.P Thorat	Director	226E, Tarabai Park, General Thorat Road, Opp. Kiran Bungalow, Tarabai Park, Kolhapur 416003	113	0.00
9	Mr. Keki Elavia	Director	2A, Anand Bhavan 36th Road, Bandra, Mumbai 400050	0	0.00

Sl.	Name	Designation	Address	No. of	% of
No.				shares	shareholding
10	Dr. Ajay Shah	Director	38 Patrakar Chs Ltd, Gandhi Nagar	0	0.00
			Road No.4, Bandra East, Mumbai
			400051
11	Mrs. Tanya Dubash	Director	Hasman Bungalow, 89B Bhulabhai	0	0.00
			Desai Road, Mumbai 400026
	KEY MANAGERIAL PERSONNEL ("KMPs")
1	Mr. Natarajan	Chief	101 Elegant Sunny Regency	0	0.00
	Venkataraman	Financial	Apartment, Chennakesava
		Officer	Layout Off, Hennur Main Road,
			Bangalore 560084
2	Mr. T.V. Thulsidass	Company	338, 22nd Cross, 9th Main HSR Layout	0	0.00
		Secretary	Sector-7, Bengaluru 560102

4. Approval of the Board of Directors:

i. The Board of Directors of the Applicant Company at their Meeting held on 5 October, 2020 unanimously approved the Scheme, as given below:

Name of Director	Designation	Voted in favour / against / did not participate or vote
Mr. Nusli N Wadia	Chairman	Voted in Favour
Mr. Varun Berry	Managing Director	Voted in Favour
Mr. Avijit Deb	Director	Voted in Favour
Mr. Jeh N Wadia	Director	Voted in Favour
Mr. Keki Dadiseth	Director	Voted in Favour
Dr. Ajai Puri	Director	Voted in Favour
Mr. Ness N Wadia	Director	Voted in Favour
Dr. Y.S.P Thorat	Director	Voted in Favour
Dr. Ajay Shah	Director	Voted in Favour
Mr. Keki Elavia	Director	Voted in Favour
Mrs. Tanya Dubash	Director	Voted in Favour

5. Salient Features of the Scheme:

The salient features of the Scheme are, inter alia, as stated below. The capitalized terms used in the salient features shall have the same meaning as ascribed to them in Clause 1.1 of Part I of the Scheme and the salient features are to be read subject to the same rules of interpretation as stated in Clause 1.2 of Part I of the Scheme.

• (a) Appointed Date: The Scheme shall be effective from the Appointed Date i.e., the Effective Date.
• (b) Effective Date: The Scheme as approved or imposed or directed by the Tribunal or made as per Clause 10 of the said Scheme shall be effective from the Appointed Date but shall be operative from the Effective Date, means the day on which last of the conditions specified in Clause 11 (Conditions Precedent) of the said Scheme are complied with or otherwise duly waived.
• (c) Scheme conditional upon approvals/ sanctions: The Scheme is conditional upon and subject to the following:
• i. The Company having obtained no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;

• ii. approval of the Scheme by the requisite majority of each class of Members of the Company and such other classes of Persons of the Company, if any, as applicable or as may be required under the Act, the SEBI Circular (including seeking approval of the shareholders of the Company through e-voting, as applicable) or as may be directed by the Tribunal;

• iii. the sanction and order of the Tribunal, under Sections 230 of the Act for approving the Scheme, being obtained by the Company;

• iv. the certified copy of the order of the Tribunal approving the Scheme being filed with the Registrar of Companies, Kolkata.
• (d) Issue of Debentures as Bonus and Payment of Dividend:
• i. Upon the coming into effect of the said Scheme, the Company shall:
• issue and allot by way of bonus, 1 (one) fully paid-up Debenture of the face value of INR 29/- (Rupees Twenty Nine only) each, by utilizing its General Reserve, for every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each; and
• pay dividend of INR 12.50/- (Rupees Twelve and Fifty Paisa only) per every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each ("Dividend") by utilizing its Accumulated Profits

to those Members whose names appear in the register of members of the Company as on the Record Date. It is hereby clarified, the date of declaration for the purposes of allotment of Debentures and payment of Dividend shall be the Effective Date.

• ii. The issuance of Debentures and payment of Dividend in terms of the said Scheme will be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes including but not limited to a Company withholding Taxes at the applicable rates as per Applicable Laws on the aggregate of the face value of Debentures allotted to the Members as well as the Dividend paid to the Members on the Record Date. However, such issue of Debentures and payment of Dividend in the manner contemplated herein will not entail declaration or distribution of any dividend for the purposes of Section 123 of the Act, and the provisions of the said section shall not be applicable.
• iii. The issuance of Debentures and payment of Dividend in terms of the said Scheme in regard to any equity shares of the Company which are held in abeyance under the provisions of Section 126 of the Act or any other relevant provisions of the Act shall pending allotment or settlement of dispute by order of a court or otherwise and subject to applicable laws, be held in abeyance by the Company. In case any Member is ineligible by virtue of provisions of the Articles of Association of the Company, the Act, rules, regulations and guidelines formulated by SEBI or RBI or the provisions of any other applicable laws to hold, acquire or accept the Debentures, then such a Member is solely responsible for liquidating the Debentures and ensure compliance with such Applicable Laws.
• (e) Terms and condition of the Debentures:
• i. The Debentures shall be issued on the terms and conditions consistent with the principal terms and conditions which have been set forth in Schedule 1 to the said Scheme and the Board of Directors are authorised to formalise the detailed terms and conditions of the Debentures in accordance with Applicable Laws.
• ii. The Board of Directors shall appoint a Debenture Trustee. The role and responsibility of the Debenture Trustee shall be as set forth in the debenture trust deed ("Debenture Trust Deed") to be executed between the Company and Debenture Trustee. The approval of the said Scheme by the Members in terms hereof shall be deemed as an irrevocable consent of each Member to the Debenture Trustee or any of its agents or authorised officials to do all acts, deeds and things necessary in respect of the effective implementation of the terms of Debentures in terms of the Debenture Trust Deed, and no further actions or affirmations will be necessary from the Members in this regard.
• iii. As soon as practicable after the issuance of the Debentures, the Company shall take necessary steps towards listing the Debentures on the Stock Exchanges, subject to regulatory approvals, with a view to provide liquidity to the Debenture holders. The Debentures will not be registered in any jurisdiction outside India or listed on any stock exchange outside India
• (f) Process for declaration of Dividend and Issuance of the Debentures: In terms of Clause 4 of the Scheme, the per share distribution by the Company shall be an aggregate of the face value of Debenture and the Dividend as per the said Scheme, which shall be issued or paid, as the case may be, subject to applicable Taxes (including deduction/ withholding of Taxes) within a period of 30 (thirty) days from the Record Date to the Members eligible to receive the same, in the manner as set out in the said Scheme.

(g) Issue of Debentures:

• i. The Company shall transfer an amount equivalent to the aggregate amount of Debentures required to be issued in terms of the said Scheme to a Merchant Banker appointed by the Company to act on behalf of the Members and also act as an agent and trustee of the Members. The Merchant Banker shall receive the aforesaid amounts in an on-shore escrow account opened for this purposes with a scheduled commercial bank in India ("Escrow Account") for and on behalf of and in trust for the Members. The aforesaid payment to the Merchant Banker shall be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes (including deduction/ withholding of Taxes). Such payment shall constitute a valid and proper discharge of the Company's obligation to make such payments to each Member in terms of the said Scheme.
• ii. The Merchant Banker shall immediately after receipt of funds pursuant to the above, pay to the Company the said funds (without any lien, hold-back or deduction of any nature whatsoever), for and on behalf of and as trustee of the Members entitled to Debentures, out of the Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of the Members by the Merchant Banker shall be a payment by the Members entitled to the Debentures under the said Scheme towards the cost of acquisition of the Debentures under the said Scheme. Thus, the cost of acquisition of each Debenture in the hands of the Members shall be the face value of such Debenture.
• iii. Upon receipt of the payment by the Company from the Merchant Banker as above, for and on behalf of and as trustee of the Members entitled to Debentures, the Company shall proceed to issue and allot to the Members as on the Record Date, appropriate number of Debentures to which the concerned Member is entitled by virtue of his/her/its equity shareholding in the Company on the Record Date in the ratio stipulated in the said Scheme.
• iv. The Debentures allotted to the Members pursuant to the said Scheme shall be allotted in dematerialized form to the Members who are holding equity shares of the Company in dematerialized form, or from whom the Company has received a notice in writing prior to the Record Date of details of their demat account with a depository participant and who have provided such other confirmation and details as maybe required, by direct credit to the account of each Member. No letter of allotment shall be issued for the Debentures in such cases.
• v. To the extent of any Member holding equity shares of the Company in physical form, the Company shall issue and allot Debentures in dematerialised form and keep the same in a separate suspense account specifically opened by the Company for the credit of such Debenture. Those Members who shall convert their physical shares into dematerialised form, can approach the Company for transfer of such Debentures held by the Company in the suspense account, as aforesaid, and the Company shall upon receiving such request transfer the same to the respective Member once such Member provides details of his/her/its demat account along with such other documents as may be required. The respective Members shall have all the rights of Members of the Company, including the right to receive interest and other corporate benefits, pending the transfer of Debentures.
• (h) Distribution of Dividend: The Company shall transfer an amount equivalent to the aggregate amount of Dividend from its Accumulated Profits, in terms of the said Scheme to the Members, net of applicable Taxes in accordance with the provisions of the said Scheme.
• (i) Taxes: The issue of Debentures by the Company and the payment of Dividend shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and the Company shall transfer the amount of Dividend payable to the Members subject to applicable Taxes (including deduction/ withholding of Taxes) arising with respect to the entire distribution contemplated in the Scheme. Any Taxes including deducted and/ or withheld by the Company shall be considered towards the discharge of the Company's obligations in terms of the said Scheme. The Company shall deposit the applicable Taxes (including Taxes withheld/ deducted) with the Appropriate Authorities within applicable timelines. The Company shall further on or before the Record Date publish on its website or may request the Members to share information, documents or any other details necessary for the purpose of deduction or withholding of Tax. For the sake of clarity, the issue of Debentures by the Company and the payment of Dividend shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and any Taxes (including deduction/ withholding of Taxes) shall be to solely to the account of respective Members. It is clarified that in case of equity shares transferred to Investor Education and Protection Fund ("IEPF") pursuant to the provisions of Section 124(6)

of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including modifications and amendments thereof), the Debentures and the Dividend, shall also be credited to the IEPF's account or demat account in the name of IEPF subject to deduction/ withholding of applicable Taxes and in compliance with the terms of the Scheme.

• (j) Balance in General Reserve: The excess of balance available in the General Reserves after utilising the same for the purpose of issue of Debentures, as an integral part of the said Scheme, with effect from the Effective Date would be transferred from General Reserves to the balance in profit and loss account (retained earnings) of the Company, without any further act or deed.
• (k) Deemed Approval under Section 180 of the Act: The borrowing powers of the Company shall be deemed to have been increased from INR 2000 crore to INR 5000 crore. It is hereby clarified that the consent of the Members to the Scheme shall be deemed as an approval of the Members under Section 180(1)(c) read with section 180(1)(a) or any other applicable provisions under the Act for increasing the borrowing limits of the Company, from INR 2000 crore to INR 5000 crore (together with right to pledge/ hypothecate/ mortgage and/ or charge the assets, both movable and immovable to the extent of the aforementioned amount) without any further act or deed, and that no separate process would be required to be followed by the Company for increasing such borrowing limits.

Note: The above details are only the salient features of the Scheme. The CP Holders are requested to read the entire text of the Scheme annexed hereto to get fully acquainted with the provisions thereof.

6. Amount due to unsecured creditors:

As on 30 November, 2020, the Applicant Company has 3,380 (Three Thousand Three Hundred and Eighty) unsecured creditors and the amount due to such unsecured creditors is ` 4,44,31,74,016/- (Four Hundred Forty Four Crore Thirty One Lakh Seventy Four Thousand and Sixteen Rupees only).These creditors are all creditors in the ordinary course of business and will also be paid in the ordinary course.

Apart from the usual unsecured creditors arising out of the day to day operations of the Applicant Company, there are five Commercial Paper Holders of the Applicant Company. As on 30 November, 2020, the amount due to CP Holders is ` 12,70,00,00,000/- (Rupees One Thousand Two Hundred Seventy Crores only).

7. Interest of Directors, Key Managerial Personnel and their relatives:

None of the Directors and KMPs of the said Applicant Company and their relatives have any concern or interest in the Scheme of Arrangement, except to the extent of their shareholding, if any, in the Applicant Company.

8. Effect of Scheme on Stakeholders:

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders - Promoter and Non-Promoter Shareholders

Since no equity shares of the Company are proposed to be issued to its members pursuant to the Scheme, there will be no change in the shareholding pattern of the Company. The shareholders as on the Record Date (as defined in the Scheme) will be eligible to receive bonus debentures and dividend, in terms of the Scheme.

• B. Directors
• i. The Scheme will have no effect on the office of existing Directors of the Applicant Company. The Directors of the Applicant Company will continue to be Directors of the Applicant Company after the scheme comes into effect. It is clarified that the composition of the Board of Directors of the Applicant Company may change by appointments, retirements or resignations in accordance with the provisions of the Act but the Scheme itself does not affect the office of Directors of the Applicant Company.
• ii. The effect of the Scheme on Directors of the Applicant Company in their capacity as shareholders of the said Applicant Company is the same as in case of other shareholders of the said Applicant Company.
• C. Employees

The Scheme will have no effect on the existing employees of the Applicant Company.

• D. Creditors
• i. Creditors of the Applicant Company will continue to be creditors on the same terms and conditions, as before.
• ii. As such the Scheme embodies the arrangement between the Applicant Company and its members. No change in value or terms or any compromise or arrangement is proposed under the Scheme with any of the creditors of the Applicant Company.

E. Debenture holders and Debenture Trustees

The secured debentures issued by the Applicant Company have not yet matured and a Debenture Trustee had been appointed by the Board of Directors of the Applicant Company to protect the rights and interest of the Debenture Holders. The securities created by the Applicant Company and charged are sufficient to secure the said debentures.

F. Depositors and Deposit Trustees

The Applicant Company have not taken term deposits from depositors. No deposit trustees have been appointed.

There will be no adverse effect on account of the Scheme on the aforesaid stakeholders. The Scheme is proposed to the advantage of all concerned, including the said stakeholders.

Report of the Board of Directors of the Applicant Company under Section 232(2)(c) of the Companies Act, 2013 is annexed and marked as Annexure 3 hereto.

9. No investigation proceedings:

There are no proceedings pending under Sections 210 to 227 of the Companies Act, 2013 against the Applicant Company.

10. The Scheme does not contain or provide for Corporate Debt Restructuring. The Scheme as proposed will not in any manner adversely or prejudicially affect the rights of any creditors of the Applicant Company or contemplate any compromise or arrangement with the creditors of the Applicant Company.

11. Share Capital Structure:

The Pre-Arrangement share capital structure of the Applicant Company as on 31 December, 2020 is as under:

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,868,296 equity shares of ` 1/- each	240,868,296
Total	240,868,296

There will be no change in the share capital structure post-arrangement as contemplated in the Scheme.

12. The Applicant Company has since also prepared its unaudited financial results for the quarter and half year ended 30 September, 2020, a copy whereof annexed and marked as Annexure 2 hereto.

13. Auditors Certificate of conformity of accounting treatment in the Scheme with Accounting Standards:

The Auditors of the Applicant Company have confirmed that the accounting treatment in the said Scheme is in conformity with the accounting standards prescribed under Section 133 of the Companies Act, 2013.

14. No valuation report and fairness opinion:

• i. The proposed Scheme envisages: (i) payment of dividend to the members; and (ii) issue of unsecured, nonconvertible, redeemable, fully paid-up debentures by way of bonus to the members.
• ii. Pursuant to the Scheme, no equity shares of the Company are proposed to be issued as consideration to its members. Thus, there will be no change in the shareholding pattern of the Company.
• iii. Thus, the Scheme does not fall within the ambit of any of the conditions mentioned in Para I(A)(4)(c) of Annexure I of the SEBI Circular dated 10 March 2017 on Scheme of Arrangements ("SEBI Circular"). Hence, there is no requirement for obtaining a valuation report from an independent chartered accountant or a registered valuer.
• iv. Para I(A)(2) of Annexure I of SEBI Circular specifies that a listed entity shall obtain a fairness opinion from a SEBI Registered merchant banker in case there is a valuation of assets / shares done by the valuer for the listed entity and unlisted entity. Pursuant to the Scheme, no equity shares shall be issued by the Company as consideration.
• v. Thus, there is no valuation of any assets / shares being undertaken and therefore, there is no requirement for obtaining valuation report and fairness opinion.

15. Details of approvals, sanctions and no objections for the Scheme:

• i. The details of approvals and no objections required are mentioned in clause 11 of the Scheme. The Applicant Company has submitted complaints reports dated 4 November, 2020 and 11 November, 2020 with Stock Exchanges as required under the SEBI Circular. The copies of the complaints reports are annexed and marked as Annexure 4 hereto. The Stock Exchanges have already given their `no adverse observation' to the Scheme. The copies of the observation letters are annexed and marked as Annexure 5 hereto.
• ii. Further, the Applicant Company confirms that notice of the Scheme in the prescribed form is also being served on all Authorities in terms of the Order of the Hon'ble Tribunal dated 23 December, 2020 as corrected by a Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020.

16. Inspection of Documents:

In addition to the documents annexed hereto, the copies of following documents will be open for inspection at the Registered Office of the Applicant Company on any working day, (between 10:00 A.M. to 4:00 P.M.) except Saturdays, Sundays and Public Holidays prior to the date of the Meeting:

• a. Certified copy of the Order dated 23 December, 2020 together with a certified copy of the Corrigendum dated 11 January, 2021 to the Order dated 23 December, 2020 of the National Company Law Tribunal, Kolkata Bench in Company Application (CAA) No.1447/KB/2020;
• b. Copy of the Scheme of Arrangement;
• c. Memorandum and Articles of Association of the Applicant Company;
• d. Audited Financial Statements of the Applicant Company for the financial year ended 31 March, 2020;
• e. Certificates of the Statutory Auditors of the Applicant Company confirming the accounting treatment under the Scheme;
• f. Register of Shareholding of Directors' and Key Managerial Personnel of the Applicant Company;
• g. Form No GNL-1 filed by the Applicant Company with the Registrar of Companies, along with the challan dated 8 January, 2021, evidencing filing of the Scheme;
• h. All other documents displayed on the Applicant Company's website in terms of the SEBI Circular dated 10 March, 2017, including Report of the Audit Committee of the Applicant Company.

Sd/- Dated: 12 January, 2021 Mrs. Manju Bhuteria, Advocate Place: Kolkata Chairperson appointed for the Meeting

Drawn by: Mr. Arunabha Deb Advocate of the Applicant Company Temple Chambers, 1st Floor, 6, Old Post Office Street, Kolkata- 700 001.

Annexure 1

SCHEME OF ARRANGEMENT

BETWEEN

BRITANNIA INDUSTRIES LIMITED

AND

ITS MEMBERS

UNDER SECTIONS 230 TO 232 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013

(A) PREAMBLE

This scheme of arrangement provides for (i) payment of dividend; (ii) issue of unsecured, non-convertible, redeemable, fully paid-up debentures by way of bonus to the Members (as defined hereinafter) of Britannia Industries Limited ("Company") by utilising the general reserve and/ or balance in the profit and loss account (retained earnings) of the Company pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Act (as defined hereinafter) ("Scheme"). This Scheme also provides for transfer of excess balance available in the General Reserves (as defined hereinafter) after utilising the same for the purpose of issue of Debentures (as defined hereinafter) as stated herein, to profit and loss account (retained earnings) of the Company and various other matters consequential thereto or otherwise integrally connected therewith.

(B) DESCRIPTION OF THE COMPANY

The Company is a public listed company incorporated under the Indian Companies Act, 1913, having its registered office at 5/1A, Hungerford Street Kolkata - 700017, West Bengal. The corporate identification number of the Company is L15412WB1918PLC002964. The Company was incorporated under the Indian Companies Act, 1913 on 21 March 1918 as a public limited (Non-government Company) company under the name, 'The Britannia Biscuit Company Limited'. The name of the Company was changed to 'Britannia Industries Limited' on October 3, 1979. The equity shares of the Company are listed on the Stock Exchange(s) (as defined hereinafter). The Company is engaged in the manufacture and sale of packaged food products.

(C) RATIONALE OF THE SCHEME

• 1. The Company has built up substantial Accumulated Profits (as defined hereinafter), over the years from its retained profits. The Accumulated Profits are well above the Company's current and likely future operational needs. Further, barring unforeseen circumstances, the Company is confident of generating incremental cash over the next few years. Overall reserves position is expected to improve further even after considering cash requirements for the Company's capex programme and working capital requirements. The Company expects to have reasonable liquidity position and also has adequate debt raising capability.
• 1. Further, upon taking into consideration the Company's capability to generate strong cash flow and the Accumulated Profits being more than what is needed to fund the Company's future growth, the Company is of the view that these excess funds can be optimally utilized to reward its members in such difficult and unprecedented times by way of distribution.
• 1. At the same time, in keeping with the Company's philosophy of conservative cash management and being mindful of the challenging business environment, the Company is of the view that it would be prudent to retain liquidity in the Company. Accordingly, the Company has proposed, inter alia, to distribute such funds amongst its members in such manner and to such extent, as the Board (as defined hereinafter), may decide, by means of fully paid up debentures by way of bonus and distribute dividends in terms of this Scheme by utilizing the Accumulated Profits (as defined hereinafter).
• 1. Even after issue of Debentures and payment of dividend in accordance with the Scheme, the Company would continue to have sufficient cash resources to discharge its liabilities towards its lenders and other stakeholders on time and in the ordinary course of its business.

The Scheme is in the best interests of the Members (as defined hereinafter) and other stakeholders of the Company.

(D) PARTS OF THE SCHEME

The Scheme is divided into the following parts:

• 1. PART I deals with the definitions, interpretations and share capital of the Company;
• 1. Part II deals with the issue of Debentures as bonus and payment of Dividend; and
• 1. PART III deals with the general terms and conditions applicable to this Scheme.

PART I

DEFINITIONS, SHARE CAPITAL AND DATE OF TAKING EFFECT THIS SCHEME

1. DEFINITIONS

1.1. In this Scheme, (i) capitalised terms defined by inclusion in quotations and/ or parenthesis shall have the meanings so ascribed; and (ii) the following expressions shall have the meanings ascribed hereunder:

"Act" means the Companies Act, 2013;

"Accumulated Profits" means the undistributed profits of the Company as reflected in the accounts of the Company, which have been built over the years and which forms part of the reserves and surplus of the Company. The reserves and surplus of the Company includes the accumulated profits available in the General Reserve as well the balance in profit and loss accounts (retained earnings);

"Applicable Law" or "Law" means any applicable national, foreign, provincial, local or other law including applicable provisions of all (a) constitutions, decrees, treaties, statutes, laws (including the common law), codes, notifications, rules, regulations, policies, guidelines, circulars, directions, directives, ordinances or orders of any Appropriate Authority, statutory authority, court, tribunal having jurisdiction over the Parties; and (b) orders, decisions, injunctions, judgments, awards and decrees of or agreements with any Appropriate Authority having jurisdiction over the Parties as may be in force from time to time;

"Appointed Date" means the Effective Date;

"Appropriate Authority" means:

• (a) the government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, Tribunal, central bank, commission or other authority thereof;
• (b) any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, executive, judicial, legislative, regulatory, licensing, competition, Tax, importing, exporting or other governmental or quasi-governmental authority including without limitation, RBI and the Tribunal; and
• (c) Stock Exchanges.

"Board" or "Board of Directors" means the board of directors of the Company, and shall include a committee of directors or any person authorized by such board of directors or such committee of directors duly constituted and authorized for the matters pertaining to this Scheme or any other matter relating hereto;

"Company" means Britannia Industries Limited, a company incorporated under the provisions of the Indian Companies Act, 1913, having corporate identification number L15412WB1918PLC002964 and its registered office at 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India;

"Debentures" means unsecured, non-convertible, redeemable, fully paid-up debentures issued to the Members as on the Record Date, by way of bonus, out of the Accumulated Profits of the Company, pursuant to Clause 4.2 and in accordance with this Scheme. The principal terms and conditions of these Debentures have been set forth in Schedule 1 to this Scheme;

"Debenture Trustee" means a debenture trustee registered with the SEBI pursuant to SEBI (Debenture Trustee) Regulations 1993;

"Dividend" has the meaning ascribed to such term in Clause 4.2;

"Effective Date" means the day on which last of the conditions specified in Clause 11 (Conditions Precedent) of this Scheme are complied with or otherwise duly waived.

Reference in this Scheme to the date of "coming into effect of this Scheme" or "effectiveness of this Scheme" or "effect of this Scheme" or "upon the Scheme becoming effective" shall mean the Effective Date;

"Escrow Account" has the meaning ascribed to such term in Clause 6.2.1;

"FEMA Debt Regulations" means the Foreign Exchange Management (Debt Instruments) Regulations, 2019;

"General Reserves" means and includes the reserve of the Company which has been built primarily through transfer of retained undistributed profits, pursuant to the provisions of the Act read with Companies (Declaration and Payment of Dividend) Rules, 2014 and erstwhile notified rules under the provisions of Companies Act 1956, namely, the Companies (Transfer of Profits to Reserves) Rules, 1975 and which forms a part of the reserves of the Company, as reflected in the accounts of the Company;

"Income Tax Act" shall mean the Income-tax Act, 1961, as may be amended or supplemented from time to time (and any successor provisions) together with all applicable by-laws, rules, regulations, orders, ordinances, policies, directions and similar applicable Laws or supplements issued thereunder;

"INR" or "Rs" or "Rupee(s)" means Indian Rupee, the lawful currency of the Republic of India;

"Member" means every person holding equity shares of the Company and the term "Members" shall be construed accordingly;

"Merchant Banker" means Category I merchant banker registered with SEBI under the SEBI (Merchant Bankers) Regulations 1992;

"Person" means an individual, a partnership, a corporation, a limited liability partnership, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or an Appropriate Authority;

"RBI" means the Reserve Bank of India;

"Record Date" means such date as may be fixed by the Board of Directors of the Company after the approval of the Scheme, to determine the eligibility of Members to receive the Debentures and Dividend thereon;

"RoC" means the relevant jurisdictional Registrar of Companies having jurisdiction over the Company;

"Scheme" or "this Scheme" means this scheme of arrangement as modified from time to time;

"SEBI" means the Securities and Exchange Board of India;

"SEBI Circular" means the circulars issued by the SEBI, being Circular CFD/DIL3/CIR/2017/21 dated 10 March 2017, Circular CIR/IMD/DF/50/2017 dated 26 May 2017 and any amendments thereof, modifications issued pursuant to Regulations 11, 37 and 94 of the SEBI LODR;

"SEBI Debt Regulations" means the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 as amended from time to time;

"SEBI LODR Regulations" means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015 as amended from time to time;

"Stock Exchanges" means BSE Limited and the National Stock Exchange of India Limited, collectively;

"Tax" or "Taxes" means any and all taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied or leviable by reference to income, profits, book profits, gains, net wealth, asset values or otherwise and shall further include payments or amounts payable in respect of or on account of Tax whether by way of deduction at source, income tax, withholding tax, advance tax, minimum alternate tax, equalisation levy, dividend distribution tax, representative assessee tax, or otherwise including any sum of whatsoever nature leviable under the Income Tax Act and all penalties, charges, surcharge, cess, costs and interest in relation to the above; and

"Tribunal" means the Kolkata bench of the National Company Law Tribunal having jurisdiction over Company.

• 1.2. In this Scheme, unless the context otherwise requires:
• 1.2.1. words denoting the singular shall include the plural and vice versa;
• 1.2.2. reference to any legislation, statute, regulation, rule, notification or any other provision of law means and includes references to such legal provisions as amended, supplemented or re-enacted from time to time, and any reference to a legal provision shall include any subordinate legislation made from time to time under such a statutory provision;
• 1.2.3. any Person includes that Person's legal heirs, administrators, executors, liquidators, successors, successorsin-interest and permitted assigns, as the case may be;
• 1.2.4. headings, sub-headings, titles, sub-titles to clauses, sub-clauses and paragraphs are for information and convenience only and shall be ignored in construing the same; and
• 1.2.5. the words "include" and "including" are to be construed without limitation.

2. SHARE CAPITAL

2.1. The share capital structure of the Company as on 30 September, 2020 is as follows:

PARTICULARS	AMOUNT IN `
Authorised share capital
500,000,000 equity shares of ` 1/- each	500,000,000
Total	500,000,000
Issued, subscribed and paid up share capital
240,725,630 equity shares of ` 1 each	240,725,630
Total	240,725,630

Subsequent to the aforesaid date, there has been no change in the authorised, issued, subscribed and paid-up share capital of the Company until the date of approval of the Scheme by the Board of the Company.

The Company has outstanding employee stock options the exercise of which may result in an increase in the issued, subscribed and paid-up share capital of the Company.

2.2. The Accumulated Profits of the Company as on 31 March 2020 (last audited) is as follows:

PARTICULARS	AMOUNT
	(INR in Crore)
General Reserve
Balance at the beginning of the period/ year (1 April 2019)	745.31
Addition / utilisation during the period / year	148.43
Balance at the end of the period/ year (31 March 2020)	893.74
Balance in the profit and loss account (retained earnings)
Balance at the beginning of the period/ year (1 April 2019)	3163.18
Add: Profit for the period / year	1484.30
Less: Appropriations
Dividend	360.48
Dividend Distribution Tax	61.79
Transfer to General Reserve	148.43
Issue of bonus debentures	720.95
Tax on bonus debentures	146.84
Transfer to debenture redemption reserve	180.24
Balance as at the end of the period /year (31 March 2020)	3028.75

3. DATE OF TAKING EFFECT AND IMPLEMENTATION OF THIS SCHEME

3.1. This Scheme in its present form or with any modification(s), as may be approved or imposed or directed by the Tribunal or made as per Clause 10 of this Scheme, shall become effective from the Effective Date.

PART II Issue of DEBENTURES AS BONUS and PAYMENT OF dividend

4. ISSUE OF DEBENTURES AS BONUS AND PAYMENT OF DIVIDEND

• 4.1. The provisions of this Clause 4 shall operate notwithstanding anything to the contrary in this Scheme or in any instrument, deed or writing.
• 4.2. Upon the coming into effect of this Scheme, the Company shall:
• 4.2.1.issue and allot by way of bonus, 1 (one) fully paid-up Debenture of the face value of INR 29 /- (Rupees Twenty Nine only) each, by utilizing its General Reserve, for every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each; and
• 4.2.2.pay dividend of INR 12.50/- (Rupees Twelve and Fifty Paisa only) per every one (1) fully paid-up equity share of face value of INR. 1/- (Rupee One only) each ("Dividend") by utilizing its Accumulated Profits.

to those Members whose names appear in the register of members of the Company as on the Record Date. It is hereby clarified, the date of declaration for the purposes of allotment of Debentures and payment of Dividend shall be the Effective Date.

• 4.3. The process of issuance of Debenture and payment of Dividend is set out in Clause 6.2 and Clause 6.3, hereunder.
• 4.4. The issuance of Debentures and payment of Dividend pursuant to Clause 4.2 of this Scheme will be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes including but not limited to a Company withholding Taxes at the applicable rates as per Applicable Laws on the aggregate of the face value of Debentures allotted to the Members as well as the Dividend paid to the Members on the Record Date. However, such issue of Debentures and payment of Dividend in the manner contemplated herein will not entail declaration or distribution of any dividend for the purposes of Section 123 of the Act, and the provisions of the said section shall not be applicable.
• 4.5. The issuance of Debentures and payment of Dividend in terms of this Scheme in regard to any equity shares of the Company which are held in abeyance under the provisions of Section 126 of the Act or any other relevant provisions of the Act shall pending allotment or settlement of dispute by order of a court or otherwise and subject to applicable laws, be held in abeyance by the Company. In case any Member is ineligible by virtue of provisions of the Articles of Association of the Company, the Act, rules, regulations and guidelines formulated by SEBI or RBI or the provisions of any other applicable laws to hold, acquire or accept the Debentures, then such a Member is solely responsible for liquidating the Debentures and ensure compliance with such Applicable Laws.

5. TERMS AND CONDITIONS OF THE DEBENTURES

• 5.1. The Debentures shall be issued on the terms and conditions consistent with the principal terms and conditions which have been set forth in Schedule 1 to this Scheme and the Board of Directors are hereby authorised to formalise the detailed terms and conditions of the Debentures in accordance with Applicable Laws.
• 5.2. The Board of Directors shall appoint a Debenture Trustee. The role and responsibility of the Debenture Trustee shall be as set forth in the debenture trust deed ("Debenture Trust Deed") to be executed between the Company and Debenture Trustee. The approval of this Scheme by the Members in terms hereof shall be deemed as an irrevocable consent of each Member to the Debenture Trustee or any of its agents or authorised officials to do all acts, deeds and things necessary in respect of the effective implementation of the terms of Debentures in terms of the Debenture Trust Deed, and no further actions or affirmations will be necessary from the Members in this regard.
• 5.3. As soon as practicable after the issuance of the Debentures, the Company shall take necessary steps towards listing the Debentures on the Stock Exchanges, subject to regulatory approvals, with a view to provide liquidity to the Debenture holders. The Debentures will not be registered in any jurisdiction outside India or listed on any stock exchange outside India.

6. PROCESS FOR DECLARATION OF DIVIDEND AND ISSUANCE OF THE DEBENTURES

• 6.1 In terms of Clause 4 of the Scheme, the per share distribution by the Company shall be an aggregate of the face value of Debenture in terms of Clause 4.2.1 and the Dividend in terms of Clause 4.2.2, which shall be issued or paid, as the case may be, subject to applicable Taxes (including deduction/ withholding of Taxes) within a period of 30 (thirty) days from the Record Date to the Members eligible to receive the same, in the manner as set out below.
• 6.2 Issue of Debentures (in terms of Clause 4.2.1)
• 6.2.1 The Company shall transfer an amount equivalent to the aggregate amount of Debentures required to be issued in terms of this Scheme to a Merchant Banker appointed by the Company to act on behalf of the Members and also act as an agent and trustee of the Members. The Merchant Banker shall receive the aforesaid amounts in an on-shore escrow account opened for this purposes with a scheduled commercial bank in India ("Escrow Account") for and on behalf of and in trust for the Members. The aforesaid payment to the Merchant Banker shall be treated as "dividend" under Section 2(22) of the Income Tax Act and shall be subject to applicable Taxes (including deduction/ withholding of Taxes). Such payment shall constitute a valid and proper discharge of the Company's obligation to make such payments to each Member in terms of the Scheme.
• 6.2.2 The Merchant Banker shall immediately after receipt of funds pursuant to sub-clause 6.2.1 above, pay to the Company the said funds (without any lien, hold-back or deduction of any nature whatsoever), for and on behalf of and as trustee of the Members entitled to Debentures, out of the Escrow Account, as and by way of subscription for allotment of requisite number of Debentures. The said payment for and on behalf of the Members by the Merchant Banker shall be a payment by the Members entitled to the Debentures under this Scheme towards the cost of acquisition of the Debentures under this Scheme. Thus, the cost of acquisition of each Debenture in the hands of the Members shall be the face value of such Debenture.
• 6.2.3 Upon receipt of the payment by the Company from the Merchant Banker in terms of sub-clause 6.2.2 above, for and on behalf of and as trustee of the Members entitled to Debentures, the Company shall proceed to issue and allot to the Members as on the Record Date, appropriate number of Debentures to which the concerned Member is entitled by virtue of his/her/its equity shareholding in the Company on the Record Date in the ratio stipulated in Clause 4.2 above.
• 6.2.4 The Debentures allotted to the Members pursuant to this Scheme shall be allotted in dematerialized form to the Members who are holding equity shares of the Company in dematerialized form, or from whom the Company has received a notice in writing prior to the Record Date of details of their demat account with a depository participant and who have provided such other confirmation and details as maybe required, by direct credit to the account of each Member. No letter of allotment shall be issued for the Debentures in such cases.
• 6.2.5 To the extent of any Member holding equity shares of the Company in physical form, the Company shall issue and allot Debentures in dematerialised form and keep the same in a separate suspense account specifically opened by the Company for the credit of such Debenture. Those Members who shall convert their physical shares into dematerialised form, can approach the Company for transfer of such Debentures held by the Company in the suspense account, as aforesaid, and the Company shall upon receiving such request transfer the same to the respective Member once such Member provides details of his/her/its demat account along with such other documents as may be required. The respective Members shall have all the rights of Members of the Company, including the right to receive interest and other corporate benefits, pending the transfer of Debentures.

6.3 Distribution of Dividend (in terms of Clause 4.2.2)

6.3.1 The Company shall transfer an amount equivalent to the aggregate amount of Dividend from its Accumulated Profits, in terms of Clause 4.2.2 of this Scheme to the Members, net of applicable Taxes in accordance with Clause 6.4 below.

6.4 Taxes

6.4.1 The issue of Debentures by the Company in terms of Clause 4.2.1 above and the payment of Dividend in terms of Clause 4.2.2 above shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and the Company shall transfer the amount of Dividend payable in terms of Clause 4.2.2 above to the Members subject to applicable Taxes (including deduction/ withholding of Taxes) arising with respect to the entire distribution contemplated under Clause 4.2 above of the Scheme.

Any Taxes including deducted and/ or withheld by the Company shall be considered towards the discharge of the Company's obligations under Clause 4.2 above and this Clause 6.

• 6.4.2 The Company shall deposit the applicable Taxes (including Taxes withheld/ deducted) with the Appropriate Authorities within applicable timelines. The Company shall further on or before the Record Date publish on its website or may request the Members to share information, documents or any other details necessary for the purpose of deduction or withholding of Tax. For the sake of clarity, the issue of Debentures by the Company in terms of Clause 4.2.1 above and the payment of Dividend in terms of Clause 4.2.2 above shall be subject to applicable Taxes (including deduction/ withholding of Taxes) and any Taxes (including deduction/ withholding of Taxes) shall be to solely to the account of respective Members.
• 6.5 It is clarified that in case of equity shares transferred to Investor Education and Protection Fund ("IEPF") pursuant to the provisions of Section 124(6) of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") (including modifications and amendments thereof), the Debentures and the Dividend, shall also be credited to the IEPF's account or demat account in the name of IEPF subject to deduction/ withholding of applicable Taxes and in compliance with Clause 6 above.

7. ACCOUNTING TREATMENT

• 7.1. The proposed issuance of Debentures and declaration of Dividend pursuant to the Scheme shall be reflected in the books of account of the Company in the manner as set out below:
• 7.1.1. An amount representing the aggregate amount of face value of the Debentures and cash Dividend payable shall be transferred, from the General Reserve and/or balance in profit & loss accounts (retained earnings) of the Company, as the case may be, to the Dividend Payable Account;
• 7.1.2. An amount representing the aggregate amount of face value of the Debentures shall be remitted to the Merchant Bankers (authorised representative of the Members) by debiting the Dividend Payable Account;
• 7.1.3. An amount representing Tax withheld on behalf of the Members (i.e. tax deducted at source) and payable by the Company in terms of this Scheme shall be transferred from the Dividend Payable Account of the Company to the Tax Payable Account;
• 7.1.4. The balance amount lying in the Dividend Payable Account with respect to 'cash dividend' payable to the members under this Scheme shall be remitted to the Shareholders;
• 7.1.5. An amount representing the tax payable by the Company as stated in Clause 7.1.3 shall be transferred from the Tax Payable Account to the Central Government Account (being payment of tax deducted at source on the aggregate amount of dividend declared);
• 7.1.6. The proposed investment of the aggregate amount of the face value of the Debentures by the Merchant Bankers (authorised representative of the Members) by receipt of such an amount into the bank account of the Company in terms of Clause 6 above, for and on behalf of the Members, shall be reflected in the books of account of the Company in the following manner:
• (a) An amount representing the aggregate face value of the Debentures, transferred to the bank account of the Company by the Merchant Banker, being the payment for and on behalf of the Members towards subscription to the Debentures under this scheme, shall be debited to the bank account of the Company and credited to Debenture Subscription Account; and
• (b) An amount representing the aggregate face value of the Debentures will be transferred from Debenture Subscription Account to Debentures liability account on issuance of debentures by the Company to its Members.

7.2. The excess of balance available in the General Reserves after utilising the same for the purpose of issue of Debentures as stated in Clause 4.2 above, as an integral part of this Scheme, with effect from the Effective Date would be transferred from General Reserves to the balance in profit and loss account (retained earnings) of the Company, without any further act or deed.

PART III GENERAL TERMS & CONDITIONS

8. NON RESIDENTS

• 8.1 Regulation 6 of the Foreign Exchange Management (Debt Instruments) Regulations, 2019 ("FEMA Debt Regulations") has permitted Indian companies to issue non-convertible redeemable debentures to non-resident members including by way of distribution as bonus from its general reserves under a scheme of arrangement approved by the Tribunal in India under the provisions of the Act, as applicable, subject to such terms and conditions as applicable. The allotment of the Debentures to the Members in terms of this Scheme shall be made in accordance with the provisions of FEMA Debt Regulations and accordingly the Company is not required to procure a specific approval from the RBI in regard to allotment of Debentures to non-resident Members. The Members shall be responsible for complying with the Applicable Laws, including their country of residence at the time of allotment and/ or sale of Debentures and/ or repatriation of money received from the sale of such Debentures and the Company shall not be responsible or liable for the same in any manner whatsoever.
• 8.2 In accordance with the regulations prescribed by SEBI and RBI, the Company shall take all necessary steps towards listing of the Debentures as prescribed under the Applicable Laws.

9. APPLICATIONS/PETITIONS TO THE TRIBUNAL

9.1 The Company shall make and file all applications and petitions under sections 230 and other applicable provisions of the Act before the Tribunal, for sanction of this Scheme under the provisions of the Act.

10. MODIFICATION OR AMENDMENTS TO THIS SCHEME

• 10.1 The Board of the Company may make any modifications or amendments to this Scheme at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or appropriate. The Board of the Company may consent to any conditions or limitations that the Tribunal or any other Appropriate Authority may impose.
• 10.2 For the purposes of giving effect to this Scheme, the Board may give such directions including directions for settling and / or resolving all doubts, difficulties or questions that may arise in relation to the meaning or interpretation of the respective sections of this Scheme or implementation thereof or in any manner whatsoever connected therewith, whether by reason of any directive or order of the Tribunal or any other authority or otherwise, howsoever arising out of, under or by virtue of this Scheme in relation to the arrangement contemplated in this Scheme and/ or any matters concerned or connected therewith and to do and execute all acts, deeds, matters and things necessary for giving effect to this Scheme and such directions shall be binding as if the same were specifically incorporated in this Scheme.

11. CONDITIONS PRECEDENT

• 11.1. Unless otherwise decided (or waived) by the Company, the Scheme is conditional upon and subject to the following conditions precedent:
• 11.1.1 The Company having obtained no-objection/ observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of the SEBI LODR Regulations;

• 11.1.2 approval of the Scheme by the requisite majority of each class of Members of the Company and such other classes of Persons of the Company, if any, as applicable or as may be required under the Act, the SEBI Circular (including seeking approval of the shareholders of the Company through e-voting, as applicable) or as may be directed by the Tribunal;

• 11.1.3 the sanction and order of the Tribunal, under Sections 230 of the Act for approving the Scheme, being obtained by the Company; and

• 11.1.4 the certified copy of the order of the Tribunal approving the Scheme being filed with the Registrar of Companies, Kolkata.

12. WITHDRAWAL OF THIS SCHEME, NON-RECEIPT OF APPROVALS AND SEVERABILITY

• 12.1 The Company shall be at liberty to withdraw the Scheme, any time before the Scheme is made effective.
• 12.2 The provisions of this Scheme are inextricably inter-linked with the other provisions of this Scheme and this Scheme constitutes an integral whole. This Scheme shall be given effect to only in its entirety.

13. MISCELLENEOUS

• 13.1 This Scheme and issuance of Debentures hereunder is intended exclusively for the Members of the Company and does not constitute an offer or an invitation to the public to subscribe to the Debentures. Neither this Scheme, nor any related document shall be construed as an offer document or prospectus in any manner or for any purpose whatsoever.
• 13.2 Since the Debentures will be listed on the Stock Exchanges, the same shall be treated as exempt deposits as per provisions of Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 framed thereunder irrespective of whether there is a charge on the assets of the Company or not.
• 13.3 In the event of there being any pending share transfers/ entitlement of shares due to any reason, of any Member of the Company or any persons claiming shares through such member, including any transfer to IEPF pursuant to Clause 6.5 above or the orders/ directions of any other Statutory authority, the Board of Directors shall be empowered in appropriate cases, prior to or even subsequent to the Record Date to effectuate such changes in the registered holder of such shares as if such changes were operative as on the Record Date, in order to remove any difficulties arising to the transferor or transferee of the shares in the Company and in relation to the payment of Dividend and issuance of the Debentures after the effectiveness of this Scheme in terms of Clause 4 of the Scheme.
• 13.4 The existing provisions of the Income Tax Act provide that both Dividend and issuance of Debentures shall be taxed in the hands of the shareholders. In the event there is a change in the Income Tax Act whereby on the Effective Date, Tax on payment of Dividend and/ or the issuance of Debentures is payable by the Company instead of the shareholders and/ or there is a change in the applicable Tax rate (including withholding Tax rate) on payment of Dividend and/ or issuance of Debentures, then the Debenture and/ or Dividend amount may at the discretion of the Board be suitably adjusted and Board is empowered to make consequential amendments to the Scheme.
• 13.5 The borrowing powers of the Company shall be deemed to have been increased from INR 2000 crore to INR 5000 crore. It is hereby clarified that the consent of the Members to the Scheme shall be deemed as an approval of the Members under Section 180(1)(c) read with section 180(1)(a) or any other applicable provisions under the Act for increasing the borrowing limits of the Company, from INR 2000 crore to INR 5000 crore (together with right to pledge/ hypothecate/ mortgage and/ or charge the assets, both movable and immovable to the extent of the aforementioned amount) without any further act or deed, and that no separate process would be required to be followed by the Company for increasing such borrowing limits.
• 13.6 All actions taken by the Company pursuant to and in accordance with this Scheme shall be deemed to have not breached any terms and conditions or any other provisions of the Law.
• 13.7 Nothing contained in this Scheme shall be construed restricting the Company from being entitled to declare and pay dividends, whether interim or final, to its members whether during pendency of the Scheme or otherwise and the holders of the shares of the Company shall save as expressly provided otherwise in the Scheme, continue to enjoy their existing right, including the right to receive dividends, if any. It is clarified that this is an enabling provision only and shall not be deemed to confer any right on any member of the Company to demand or claim any dividend which, subject to the provisions of the Act shall be entirely at the discretion of the Board of the Company and subject to approval, of required, of the members.

13.8 This Scheme is an "arrangement" between the Company and its Members under Section 230 to 232 of the Act and does not envisage the transfer of vesting of any properties and/or liabilities as contemplated in Sections 230 to 232 of the Act. This Scheme does not involve any "conveyance" or "transfer" of any property/liabilities and does not relate to amalgamation or merger of companies in terms of sections 230-232 of the Act, and accordingly this Scheme and the order sanctioning this Scheme shall not be deemed to be a conveyance within the meaning of the Indian Stamp Act, 1899, as applicable to Kolkata (West Bengal), and therefore no stamp duty shall be payable on the Scheme and / or the order sanctioning this Scheme. However, stamp duty, if any, in regard to any instrument / deed / contract / Tribunal order pertaining to the issue and allotment of Debentures shall be paid by the Company as per Applicable Laws.

14 DISCLOSURES MANDATED BY STOCK EXCHANGES

The following disclosures are made pursuant to the observation letters of the Stock Exchanges dated 17 December 2020:

• 14.1 Dr Ajay Shah, is a non-executive independent director of the Company. In relation to Infotech Financials Private Limited and Suprabhat Lala (matter relating to co-location facility and lapses of governance at National Stock Exchange of India Limited (NSE), Show Cause Notices (SCN) dated 3 July 2018 and 14 September 2018 have been issued by the SEBI member and its adjudicating officer respectively to Dr Ajay Shah, in connection with lapses in governance and administration of NSE. Hearing on the SCN issued by the SEBI member took place on the 12 February 2019 and 20 February 2019, whereas the proceedings are yet to commence in SCN issue by adjudicating officer, SEBI. Thereafter, SEBI vide its order dated 30 April 2019, directed that Dr Ajay Shah, should not to hold, directly or indirectly, any position in the management of and/or in the board of or be associated in any manner and in any capacity, with any stock exchange, clearing corporation, depository, recognized or registered by SEBI and/or with any intermediary registered with SEBI or their related entities and/or with any company listed in any of the Stock Exchanges recognized by SEBI, for a period of 2 years. Thereafter on appeal, the Hon'ble Securities Appellate Tribunal, by its order dated 7 May 2019 passed in Appeal Lodging No. 232 of 2019, was pleased to stay the operation of the order dated 30 April 2019, issued by the SEBI in this regard and there has been no further movement on this case.
• 14.2 The Debentures allotted pursuant to the Scheme shall remain frozen in the depository system till listing/ trading permission is given by the designated stock exchange.
• 14.3 There shall be no change in the shareholding pattern of the Company between the Record Date and the listing which may affect the status of the approval provided by BSE Limited through its observation letter to this Scheme, under Regulation 37 of the SEBI LODR.

15 COSTS AND EXPENSES

All costs, charges including duties, levies and all other expenses, if any (save as expressly otherwise agreed) arising out of or incurred in carrying out and implementing this Scheme and matters incidental thereto, (including stamp duty) shall be borne by the Company.

SCHEDULE I

PRINCIPAL TERMS AND CONDITIONS OF DEBENTURE

Issuer	Britannia Industries Limited
Type of instrument	Unsecured, non-convertible, redeemable, fully paid-up Debentures
Issue Size	Based on the total outstanding number of shares and shareholding of the Company as on the date of approval of the Scheme by the Board, the issue size is 24,07,25,630 Debentures of INR 29/- each amounting to INR 698,10,43,270. The actual issue size shall be determined based on the total outstanding number of shares and shareholding of the Company as on the Record Date
Face Value / Principal	INR 29/- per Debenture
Utilization	The amount of subscription of Debentures will be utilised for:
	(i) Capital expenditure in new and/or on-going projects including, renovation & modernization; (ii) Refinancing for meeting the debt requirement in on-going projects and renovation & modernization, during recoupment of expenditure already incurred; and
	(iii) Working capital and other business purposes
Interim Use	Pending utilisation of the subscription money for the purposes described above, the funds will be deployed in the manner as may be considered appropriate by the Company
Security	Debentures will be unsecured in nature
Ranking/ Seniority	The claims of the Debenture holders shall rank pari passu to the claims of any unsecured creditors of the Company and shall be subject to applicable statutory and/or regulatory requirements
Listing	Proposed to be listed on the Stock Exchanges under SEBI Debt Regulations
Credit Ratings	To be obtained from a credit rating agency
Market Lot	One Bonus Debenture of INR 29/- each
Coupon Rate / Interest	The coupon rate per Debenture shall be as may be determined by the Board of Directors after the approval of the Scheme and prior to the date of allotment
Coupon Type	The coupon determined as per above methodology would remain fixed throughout the tenure of the Debentures
Coupon Payment Frequency	Annually i.e. at the end of each twelve (12) calendar month period from the date of allotment of Debentures on the unredeemed balance of each Debenture or if any such date is a holiday, the next working day
Depositories	National Securities Depository Limited and Central Depository Services (India) Limited
Redemption/Maturity	The Debentures shall be redeemed at face value on the third anniversary of the date of their allotment
Taxation	The allotment, interest, principal, redemption amount of Debentures are subject to Taxes including any withholding / deduction as may be applicable in accordance with provisions of Income Tax Act as amended from time to time
Debenture Trustee	A Debenture Trustee shall be appointed by the Board of Directors
Lock in Period	There is no lock-in period for the Debentures

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	^ƚĂƚĞŵĞŶƚŽĨŽŶƐŽůŝĚĂƚĞĚ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ
		d,ZDKEd,^E ^/yDKEd,^E				zZE
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ZĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ
	^ĂůĞŽĨŐŽŽĚƐͬ/ŶĐŽŵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ		ϯ͕ϯϱϰ͘ϯϱ ϯ͕ϯϴϰ͘ϰϲ ϯ͕ϬϮϮ͘ϵϭ		ϲ͕ϳϯϴ͘ϴϭ	ϱ͕ϳϬϬ͘Ϯϯ	ϭϭ͕ϰϰϯ͘ϵϵ
	KƚŚĞƌŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐ		ϲϰ͘ϳϲ ϯϲ͘Ϯϭ Ϯϱ͘ϵϯ ϭϬϬ͘ϵϳ			ϰϴ͘ϵϰ	ϭϱϱ͘ϱϲ
	dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ	ϯ͕ϰϭϵ͘ϭϭ ϯ͕ϰϮϬ͘ϲϳ		ϯ͕Ϭϰϴ͘ϴϰ	ϲ͕ϴϯϵ͘ϳϴ	ϱ͕ϳϰϵ͘ϭϳ	ϭϭ͕ϱϵϵ͘ϱϱ
	// KƚŚĞƌŝŶĐŽŵĞ	ϳϯ͘ϱϬ	ϵϯ͘ϲϴ	ϲϴ͘ϭϱ	ϭϲϳ͘ϭϮ	ϭϯϱ͘ϲϬ	Ϯϳϵ͘ϰϬ
	/// dŽƚĂůŝŶĐŽŵĞ;/н//Ϳ	ϯ͕ϰϵϮ͘ϲϭ ϯ͕ϱϭϰ͘ϯϱ		ϯ͕ϭϭϲ͘ϵϵ	ϳ͕ϬϬϲ͘ϵϬ	ϱ͕ϴϴϰ͘ϳϳ	ϭϭ͕ϴϳϴ͘ϵϱ
	/s džƉĞŶƐĞƐ
	ŽƐƚŽĨŵĂƚĞƌŝĂůƐĐŽŶƐƵŵĞĚ	ϭ͕ϴϭϮ͘ϰϱ	ϭ͕ϳϳϱ͘ϳϴ	ϭ͕ϱϱϵ͘ϵϱ	ϯ͕ϱϴϴ͘Ϯϯ	Ϯ͕ϵϮϳ͘ϱϲ	ϱ͕ϵϬϭ͘ϭϲ
	WƵƌĐŚĂƐĞƐŽĨƐƚŽĐŬͲŝŶͲƚƌĂĚĞ	Ϯϲϭ͘ϲϴ	ϭϵϱ͘ϵϴ	Ϯϱϴ͘ϲϯ	ϰϱϳ͘ϲϲ	ϱϮϬ͘ϱϱ	ϵϳϯ͘ϳϰ
	ŚĂŶŐĞƐŝŶŝŶǀĞŶƚŽƌŝĞƐŽĨĨŝŶŝƐŚĞĚŐŽŽĚƐ͕ƐƚŽĐŬͲŝŶͲƚƌĂĚĞĂŶĚǁŽƌŬͲŝŶͲ		;ϭϬϴ͘ϵϵͿ Ϯϰ͘ϭϰ ϱ͘ϱϲ				;ϴϰ͘ϴϱͿ ;ϭϰ͘ϴϭͿ ϱϮ͘ϱϳ
	ƉƌŽŐƌĞƐƐ
	ŵƉůŽLJĞĞďĞŶĞĨŝƚƐĞdžƉĞŶƐĞ	ϭϯϰ͘ϰϳ	ϭϯϲ͘ϵϱ	ϭϮϯ͘ϲϮ	Ϯϳϭ͘ϰϮ	Ϯϰϰ͘ϭϵ	ϰϴϲ͘ϲϵ
	&ŝŶĂŶĐĞĐŽƐƚƐ	Ϯϵ͘ϴϭ	Ϯϱ͘ϲϭ	ϭϲ͘ϭϰ	ϱϱ͘ϰϮ	Ϯϲ͘Ϯϰ	ϳϲ͘ϵϬ
	ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϰϴ͘ϰϵ	ϰϳ͘ϵϲ	ϰϰ͘ϴϲ	ϵϲ͘ϰϱ	ϴϵ͘ϲϰ	ϭϴϰ͘ϴϭ
	KƚŚĞƌĞdžƉĞŶƐĞƐ	ϲϰϰ͘ϭϭ	ϱϳϬ͘ϴϵ	ϲϬϴ͘ϴϴ	ϭ͕Ϯϭϰ͘ϵϰ	ϭ͕ϭϴϰ͘ϴϮ	Ϯ͕ϯϰϮ͘Ϯϭ
	dŽƚĂůĞdžƉĞŶƐĞƐ	Ϯ͕ϴϮϮ͘ϬϮ	Ϯ͕ϳϳϳ͘ϯϭ	Ϯ͕ϲϭϳ͘ϲϰ	ϱ͕ϱϵϵ͘Ϯϳ	ϰ͕ϵϳϴ͘ϭϵ	ϭϬ͕Ϭϭϴ͘Ϭϴ
	s WƌŽĨŝƚďĞĨŽƌĞƐŚĂƌĞŽĨƉƌŽĨŝƚŽĨĂƐƐŽĐŝĂƚĞƐ;///Ͳ/sͿ	ϲϳϬ͘ϱϵ	ϳϯϳ͘Ϭϰ	ϰϵϵ͘ϯϱ	ϭ͕ϰϬϳ͘ϲϯ	ϵϬϲ͘ϱϴ	ϭ͕ϴϲϬ͘ϴϳ
	s/ ^ŚĂƌĞŽĨƉƌŽĨŝƚͬ;ůŽƐƐͿŽĨĂƐƐŽĐŝĂƚĞƐ	Ϭ͘ϭϭ	Ϭ͘ϭϬ	Ϭ͘Ϭϭ	Ϭ͘Ϯϭ	Ϭ͘Ϭϯ	Ϭ͘ϰϰ
	s// WƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐĂŶĚƚĂdž;sнs/Ϳ	ϲϳϬ͘ϳϬ	ϳϯϳ͘ϭϰ	ϰϵϵ͘ϯϲ	ϭ͕ϰϬϳ͘ϴϰ	ϵϬϲ͘ϲϭ	ϭ͕ϴϲϭ͘ϯϭ
	s/// džĐĞƉƚŝŽŶĂůŝƚĞŵƐ΀;/ŶĐŽŵĞͿͬdžƉĞŶƐĞ΁;ZĞĨĞƌŶŽƚĞϳͿ	Ϭ͘ϱϮ	Ϭ͘Ϭϵ	ϭ͘ϭϮ	Ϭ͘ϲϭ	ϭϲ͘ϳϯ	ϭϳ͘Ϭϭ
/y	WƌŽĨŝƚďĞĨŽƌĞƚĂdž;s//Ͳs///Ϳ		ϲϳϬ͘ϭϴ ϳϯϳ͘Ϭϱ ϰϵϴ͘Ϯϰ		ϭ͕ϰϬϳ͘Ϯϯ	ϴϴϵ͘ϴϴ	ϭ͕ ϴϰϰ͘ϯϬ
	y dĂdžĞdžƉĞŶƐĞ͗
	;ŝͿƵƌƌĞŶƚƚĂdž;ZĞĨĞƌŶŽƚĞϭϯͿ	ϭϳϳ͘ϳϭ	ϭϵϮ͘ϰϯ	ϭϬϮ͘ϴϬ	ϯϳϬ͘ϭϰ	Ϯϰϵ͘Ϭϭ	ϰϰϳ͘ϲϵ
	;ŝŝͿĞĨĞƌƌĞĚƚĂdžĐŚĂƌŐĞͬ;ĐƌĞĚŝƚͿ	;Ϯ͘ϳϯͿ ϭ͘ϵϰ		;ϳ͘ϮϵͿ		;Ϭ͘ϳϵͿ ;ϭϬ͘ϱϬͿ	ϯ͘Ϭϭ
	dŽƚĂůƚĂdžĞdžƉĞŶƐĞƐ	ϭϳϰ͘ϵϴ	ϭϵϰ͘ϯϳ	ϵϱ͘ϱϭ	ϯϲϵ͘ϯϱ	Ϯϯϴ͘ϱϭ	ϰϱϬ͘ϳϬ
y/	WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ;/yͲyͿ		ϰϵϱ͘ϮϬ ϱϰϮ͘ϲϴ ϰϬϮ͘ϳϯ		ϭ͕Ϭϯϳ͘ϴϴ	ϲϱϭ͘ϯϳ	ϭ͕ϯϵϯ͘ϲϬ
	y// KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ
	;ŝͿ/ƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	ͲZĞŵĞĂƐƵƌĞŵĞŶƚƐŽĨƚŚĞŶĞƚĚĞĨŝŶĞĚďĞŶĞĨŝƚƉůĂŶƐ						;Ϭ͘ϯϬͿ ;Ϭ͘ϯϬͿ ;Ϭ͘ϮϲͿ ;Ϭ͘ϲϬͿ ;Ϭ͘ϱϯͿ ;ϲ͘ϱϬͿ
	;ŝŝͿ/ŶĐŽŵĞƚĂdžƌĞůĂƚŝŶŐƚŽŝƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚ		Ϭ͘Ϭϴ Ϭ͘Ϭϴ Ϭ͘ϭϬ		Ϭ͘ϭϲ	Ϭ͘ϭϵ	ϭ͘ϱϳ
	ƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	/ƚĞŵƐƚŚĂƚǁŝůůďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	Ͳ&ŽƌĞŝŐŶĐƵƌƌĞŶĐLJƚƌĂŶƐůĂƚŝŽŶƌĞƐĞƌǀĞ		;Ϯ͘ϵϴͿ ;Ϭ͘ϱϳͿ Ϯ͘ϴϬ			;ϯ͘ϱϱͿ Ϯ͘ϰϳ	ϭϬ͘Ϭϱ
	dŽƚĂůŽƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ	;ϯ͘ϮϬͿ		;Ϭ͘ϳϵͿ Ϯ͘ϲϰ		;ϯ͘ϵϵͿ Ϯ͘ϭϯ	ϱ͘ϭϮ
	y/// dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;y/нy//Ϳ	ϰϵϮ͘ϬϬ	ϱϰϭ͘ϴϵ	ϰϬϱ͘ϯϳ	ϭ͕Ϭϯϯ͘ϴϵ	ϲϱϯ͘ϱϬ	ϭ͕ϯϵϴ͘ϳϮ
	y/s WƌŽĨŝƚĂƚƚƌŝďƵƚĂďůĞƚŽ͗
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ	ϰϵϴ͘ϭϯ	ϱϰϱ͘ϳϬ	ϰϬϰ͘ϮϮ	ϭ͕Ϭϰϯ͘ϴϯ	ϲϱϱ͘Ϯϱ	ϭ͕ϰϬϮ͘ϲϯ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ						;Ϯ͘ϵϯͿ ;ϯ͘ϬϮͿ ;ϭ͘ϰϵͿ ;ϱ͘ϵϱͿ ;ϯ͘ϴϴͿ ;ϵ͘ϬϯͿ
	WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ ys KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĂƚƚƌŝďƵƚĂďůĞƚŽ͗	ϰϵϱ͘ϮϬ	ϱϰϮ͘ϲϴ	ϰϬϮ͘ϳϯ	ϭ͕Ϭϯϳ͘ϴϴ	ϲϱϭ͘ϯϳ	ϭ͕ϯϵϯ͘ϲϬ
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ		;ϯ͘ϮϬͿ ;Ϭ͘ϳϵͿ Ϯ͘ϲϰ			;ϯ͘ϵϵͿ Ϯ͘ϭϯ	ϱ͘ϭϮ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ	Ͳ	Ͳ	Ͳ	Ͳ	Ͳ	Ͳ
	KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞƉĞƌŝŽĚ		;ϯ͘ϮϬͿ ;Ϭ͘ϳϵͿ Ϯ͘ϲϰ			;ϯ͘ϵϵͿ Ϯ͘ϭϯ	ϱ͘ϭϮ
	ys/ dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĂƚƚƌŝďƵƚĂďůĞƚŽ͗
	KǁŶĞƌƐŽĨƚŚĞŽŵƉĂŶLJ	ϰϵϰ͘ϵϯ	ϱϰϰ͘ϵϭ	ϰϬϲ͘ϴϲ	ϭ͕Ϭϯϵ͘ϴϰ	ϲϱϳ͘ϯϴ	ϭ͕ϰϬϳ͘ϳϱ
	EŽŶĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ						;Ϯ͘ϵϯͿ ;ϯ͘ϬϮͿ ;ϭ͘ϰϵͿ ;ϱ͘ϵϱͿ ;ϯ͘ϴϴͿ ;ϵ͘ϬϯͿ
	dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞĨŽƌƚŚĞƉĞƌŝŽĚ	ϰϵϮ͘ϬϬ	ϱϰϭ͘ϴϵ	ϰϬϱ͘ϯϳ	ϭ͕Ϭϯϯ͘ϴϵ	ϲϱϯ͘ϱϬ	ϭ͕ϯϵϴ͘ϳϮ
	ys// WĂŝĚͲƵƉĞƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϲ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϱ
	ys/// WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂů;ZĞĨĞƌŶŽƚĞϭϬͿ				Ϯ͕ϰϳϬ͘ϰϮ	ϭ͕ϯϳϱ͘Ϭϵ	ϭ͕ϱϯϳ͘Ϭϭ
y/y	KƚŚĞƌĞƋƵŝƚLJ				Ϯ͕ϲϱϬ͘ϰϬ	ϯ͕ϱϵϯ͘ϳϭ	ϰ͕ϯϳϴ͘ϳϴ
yy	EĞƚǁŽƌƚŚ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯ͕ϲϳϰ͘ϰϳ	ϯ͕ϲϭϳ͘ϳϰ	ϰ͕ϰϬϮ͘ϴϯ
yy/	ĞďĞŶƚƵƌĞƌĞĚĞŵƉƚŝŽŶƌĞƐĞƌǀĞ				ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ
yy//	ĂƌŶŝŶŐƐƉĞƌƐŚĂƌĞ;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ;ŶŽƚĂŶŶƵĂůŝƐĞĚĨŽƌƚŚĞ
	ƋƵĂƌƚĞƌƐͿ͗
	;ĂͿĂƐŝĐ;༤Ϳ ;ďͿŝůƵƚĞĚ;༤Ϳ	ϮϬ͘ϳϬ ϮϬ͘ϲϴ	ϮϮ͘ϲϵ ϮϮ͘ϲϵ	ϭϲ͘ϴϮ ϭϲ͘ϴϮ	ϰϯ͘ϯϵ ϰϯ͘ϯϳ	Ϯϳ͘Ϯϳ Ϯϳ͘Ϯϲ	ϱϴ͘ϯϱ ϱϴ͘ϯϰ
yy///	ĞďƚĞƋƵŝƚLJƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϭ͘ϵϮ	Ϭ͘ϯϴ	Ϭ͘ϯϱ
yy/s	ĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				ϯ͘ϰϭ	Ϯϲ͘ϰϲ	ϯ͘ϰϬ
yys	/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯϲ͘ϰϬ	ϯϱ͘ϱϱ	Ϯϱ͘ϮϬ

^ĞĞĂĐĐŽŵƉĂŶLJŝŶŐŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐ ĐŽŶƚŝŶƵĞĚ͙

	ŽŶƐŽůŝĚĂƚĞĚďĂůĂŶĐĞƐŚĞĞƚ
			;༤ŝŶƌŽƌĞƐͿ
			ƐĂƚ
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ^^d^ ;ϭͿ EŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿWƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	ϭ͕ϲϰϵ͘ϳϴ	ϭ͕ϳϭϲ͘ϯϳ
	;ďͿĂƉŝƚĂůǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐ	ϳϬ͘ϭϱ	ϯϵ͘ϱϱ
	;ĐͿ/ŶǀĞƐƚŵĞŶƚƉƌŽƉĞƌƚLJ	ϭϰ͘ϯϯ	ϭϰ͘ϰϳ
	;ĚͿ'ŽŽĚǁŝůů	ϭϯϲ͘ϰϵ	ϭϯϴ͘ϵϳ
	;ĞͿKƚŚĞƌŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ ;ĨͿ/ŶǀĞƐƚŵĞŶƚŝŶĂƐƐŽĐŝĂƚĞƐ	ϵ͘ϵϮ ϭ͘ϲϵ	ϴ͘ϯϳ ϭ͘ϰϴ
	;ŐͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϭ͕ϱϱϬ͘ϵϬ	ϭ͕ϴϴϮ͘ϵϴ
	;ŝŝͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϮϭϬ͘ϲϵ	ϮϬϮ͘ϵϱ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ ;ŚͿĞĨĞƌƌĞĚƚĂdžĂƐƐĞƚƐ͕;ŶĞƚͿ	ϯϬ͘Ϯϵ	ϯϭ͘ϯϯ
	;ŝͿ/ŶĐŽŵĞƚĂdžĂƐƐĞƚƐ͕;ŶĞƚͿ	ϭϰ͘Ϯϯ ϱϮ͘ϱϮ	ϭϵ͘ϱϲ ϲϴ͘ϳϳ
	;ũͿKƚŚĞƌŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϲϳ͘ϲϯ	ϰϮ͘ϰϲ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϴϬϴ͘ϲϮ	ϰ͕ϭϲϳ͘Ϯϲ
	;ϮͿ ƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿ/ŶǀĞŶƚŽƌŝĞƐ ;ďͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϭ͕ϰϲϴ͘ϵϵ	ϳϰϬ͘ϵϲ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϰϰϵ͘ϵϲ	ϭ͕ϬϬϴ͘ϳϳ
	;ŝŝͿdƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	ϯϮϭ͘ϰϳ	ϯϮϬ͘ϯϲ
	;ŝŝŝͿĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϰϱ͘ϵϲ	ϴϭ͘Ϯϯ
	;ŝǀͿĂŶŬďĂůĂŶĐĞƐŽƚŚĞƌƚŚĂŶ;ŝŝŝͿĂďŽǀĞ ;ǀͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϯϰ͘Ϯϭ	ϰϭ͘ϲϮ
	;ǀŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϴϴϯ͘ϳϯ ϯϮϬ͘ϱϭ	ϭ͕ϭϭϬ͘ϭϭ ϮϮϵ͘ϳϱ
	;ĐͿKƚŚĞƌĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϭϯϯ͘ϳϭ	ϭϰϮ͘ϭϳ
	dŽƚĂůĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϲϱϴ͘ϱϰ	ϯ͕ϲϳϰ͘ϵϳ
	dŽƚĂůĂƐƐĞƚƐ	ϳ͕ϰϲϳ͘ϭϲ	ϳ͕ϴϰϮ͘Ϯϯ
	// Yh/dzE>//>/d/^
	;ϭͿ ƋƵŝƚLJ
	;ĂͿƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϱ
	;ďͿKƚŚĞƌĞƋƵŝƚLJ ƋƵŝƚLJĂƚƚƌŝďƵƚĂďůĞƚŽĞƋƵŝƚLJŚŽůĚĞƌƐŽĨƚŚĞƉĂƌĞŶƚ	Ϯ͕ϲϱϬ͘ϰϬ	ϰ͕ϯϳϴ͘ϳϴ
	EŽŶͲĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚƐ	Ϯ͕ϲϳϰ͘ϰϳ ϯϭ͘ϳϬ	ϰ͕ϰϬϮ͘ϴϯ ϯϱ͘ϲϱ
	dŽƚĂůĞƋƵŝƚLJ	Ϯ͕ϳϬϲ͘ϭϳ	ϰ͕ϰϯϴ͘ϰϴ
	;ϮͿ >ŝĂďŝůŝƚŝĞƐ
	;Ϳ EŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ ;ŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϳϱϲ͘ϵϳ ϱϮ͘ϱϭ	ϳϲϲ͘Ϭϲ ϰϲ͘ϱϰ
	;ďͿĞĨĞƌƌĞĚƚĂdžůŝĂďŝůŝƚŝĞƐ͕;ŶĞƚͿ	ϲ͘ϱϳ	ϭϮ͘ϲϵ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϲ͘Ϭϰ	ϭϯ͘ϭϲ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϴϯϮ͘Ϭϵ	ϴϯϴ͘ϰϱ
	;Ϳ ƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ ;ŝͿŽƌƌŽǁŝŶŐƐ	ϭ͕ϲϵϱ͘Ϭϱ	ϳϰϳ͘ϵϵ
	;ŝŝͿdƌĂĚĞƉĂLJĂďůĞƐ	Ͳ	Ͳ
	;ĂͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭϵ͘Ϭϱ	ϴ͘ϱϯ
	;ďͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨĐƌĞĚŝƚŽƌƐŽƚŚĞƌƚŚĂŶŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭ͕ϰϮϬ͘ϮϬ	ϭ͕ϭϬϳ͘ϳϱ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ ;ďͿKƚŚĞƌĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	Ϯϳϰ͘ϱϬ ϭϰϭ͘ϰϮ	ϯϭϭ͘ϵϭ ϭϱϬ͘Ϭϴ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϵϰ͘ϳϲ	ϭϵϭ͘Ϯϲ
	;ĚͿƵƌƌĞŶƚƚĂdžůŝĂďŝůŝƚŝĞƐ;ŶĞƚͿ	ϭϴϯ͘ϵϮ	ϰϳ͘ϳϴ
	dŽƚĂůĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϯ͕ϵϮϴ͘ϵϬ	Ϯ͕ϱϲϱ͘ϯϬ
	dŽƚĂůĞƋƵŝƚLJĂŶĚůŝĂďŝůŝƚŝĞƐ	ϳ͕ϰϲϳ͘ϭϲ	ϳ͕ϴϰϮ͘Ϯϯ

ĐŽŶƚŝŶƵĞĚ͙

ŽŶƐŽůŝĚĂƚĞĚ^ƚĂƚĞŵĞŶƚŽĨĂƐŚ&ůŽǁ	;༤ŝŶƌŽƌĞƐͿ
WĂƌƚŝĐƵůĂƌƐ	^ŝdžŵŽŶƚŚƐĞŶĚĞĚ
	ϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ	ϯϬ^ĞƉƚĞŵďĞƌϮϬϭϵ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ
ĂƐŚĨůŽǁƐĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĨŝƚďĞĨŽƌĞƚĂdžĂŶĚƐŚĂƌĞŽĨƉƌŽĨŝƚƐͬ;ůŽƐƐͿŽĨĂƐƐŽĐŝĂƚĞƐĂŶĚĂĨƚĞƌĞdžĐĞƉƚŝŽŶĂůŝƚĞŵ	ϭ͕ϰϬϳ͘ϬϮ ϴϴϵ͘ϴϱ
ĚũƵƐƚŵĞŶƚƐĨŽƌ͗
ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϵϲ͘ϰϱ ϴϵ͘ϲϰ
^ŚĂƌĞďĂƐĞĚƉĂLJŵĞŶƚĞdžƉĞŶƐĞ	ϵ͘ϮϮ ϭϬ͘ϴϯ
EĞƚŐĂŝŶŽŶĨŝŶĂŶĐŝĂůĂƐƐĞƚŵĞĂƐƵƌĞĚĂƚĨĂŝƌǀĂůƵĞƚŚƌŽƵŐŚ^ƚĂƚĞŵĞŶƚŽĨWƌŽĨŝƚĂŶĚ>ŽƐƐ	;ϯϮ͘ϰϲͿ ;ϰϰ͘ϲϮͿ
WƌŽĨŝƚŽŶƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ		;Ϭ͘ϬϳͿ ;Ϭ͘ϮϴͿ
/ŶƚĞƌĞƐƚŝŶĐŽŵĞĨƌŽŵĨŝŶĂŶĐŝĂůĂƐƐĞƚƐĐĂƌƌŝĞĚĂƚĂŵŽƌƚŝƐĞĚĐŽƐƚ		;ϭϮϴ͘ϲϵͿ ;ϴϰ͘ϲϵͿ
&ŝŶĂŶĐĞĐŽƐƚƐ	ϱϱ͘ϰϮ Ϯϲ͘Ϯϰ
ŚĂŶŐĞƐŝŶ
/ŶǀĞŶƚŽƌŝĞƐ		;ϳϮϴ͘ϴϱͿ ;ϱϮϰ͘ϲϬͿ
dƌĂĚĞƌĞĐĞŝǀĂďůĞƐ >ŽĂŶƐƌĞĐĞŝǀĂďůĞ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ͕ŽƚŚĞƌďĂŶŬďĂůĂŶĐĞƐĂŶĚŽƚŚĞƌĂƐƐĞƚƐ	;Ϯ͘ϳϱͿ ϰϰ͘ϳϲ
ĐĐŽƵŶƚƐƉĂLJĂďůĞƐ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͕ŽƚŚĞƌůŝĂďŝůŝƚŝĞƐĂŶĚƉƌŽǀŝƐŝŽŶƐ		;ϲϬ͘ϯϰͿ ;Ϯϴ͘ϱϳͿ
ĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϯϮϰ͘Ϯϳ ϰϵ͘ϱϰ ϵϯϵ͘ϮϮ ϰϮϴ͘ϭϬ
/ŶĐŽŵĞͲƚĂdžƉĂŝĚ͕ŶĞƚŽĨƌĞĨƵŶĚ	;Ϯϭϳ͘ϱϵͿ ;ϮϭϮ͘ϮϬͿ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϳϮϭ͘ϲϯ Ϯϭϱ͘ϵϬ
ĂƐŚĨůŽǁĨƌŽŵŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
ĐƋƵŝƐŝƚŝŽŶŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚĂŶĚŽƚŚĞƌŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ
WƌŽĐĞĞĚƐĨƌŽŵƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	;ϵϯ͘ϳϮͿ ;ϭϴϬ͘ϱϴͿ ϭ͘ϲϲ Ϭ͘ϰϭ
^ĂůĞͬ;WƵƌĐŚĂƐĞͿŽĨŝŶǀĞƐƚŵĞŶƚƐ͕ŶĞƚ	ϵϮϯ͘ϯϱ ;Ϯϰϯ͘ϰϮͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƉůĂĐĞĚ	;ϴϲϮ͘ϬϵͿ ;ϮϭϬ͘ϱϬͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƌĞĚĞĞŵĞĚ	ϭ͕ϬϴϬ͘ϬϬ ϱϬϭ͘ϯϲ
/ŶƚĞƌĞƐƚƌĞĐĞŝǀĞĚ	ϭϭϰ͘ϰϴ ϱϳ͘ϲϭ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵͬ;ƵƐĞĚŝŶͿŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ	ϭ͕ϭϲϯ͘ϲϴ ;ϳϱ͘ϭϮͿ
ĂƐŚĨůŽǁĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĐĞĞĚƐĨƌŽŵƐŚĂƌĞĂůůŽƚŵĞŶƚ	ϲϮ͘Ϯϱ Ͳ
WƌŝŶĐŝƉĂůƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚŝĞƐΎΎ	;Ϭ͘ϴϯͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚŽŶůĞĂƐĞůŝĂďŝůŝƚŝĞƐ	;Ϭ͘ϱϰͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚ		;ϲϳ͘ϬϵͿ ;Ϯϭ͘ϬϲͿ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚΎ ŽŶƚƌŝďƵƚŝŽŶĨƌŽŵŶŽŶͲĐŽŶƚƌŽůůŝŶŐŝŶƚĞƌĞƐƚ	ϵϮϯ͘ϲϮ ϭ͕ϮϭϮ͘Ϯϱ Ϯ͘ϬϬ ϰ͘ϬϬ
ŝǀŝĚĞŶĚƐƉĂŝĚ;ŝŶĐůƵĚŝŶŐĂƉƉůŝĐĂďůĞƚĂdžͿ		;Ϯ͕ϴϯϰ͘ϰϲͿ ;ϰϯϰ͘ϭϲͿ
WĂLJŵĞŶƚŽĨďŽŶƵƐĚĞďĞŶƚƵƌĞƐ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ	Ͳ	;ϴϲϵ͘ϭϱͿ
EĞƚĐĂƐŚƵƐĞĚŝŶĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ		;ϭ͕ϵϭϱ͘ϬϱͿ ;ϭϬϴ͘ϭϮͿ
EĞƚĐŚĂŶŐĞŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	;Ϯϵ͘ϳϰͿ ϯϮ͘ϲϲ
ĨĨĞĐƚŽĨĞdžĐŚĂŶŐĞƌĂƚĞĐŚĂŶŐĞƐŽŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	;ϭ͘ϯϬͿ ϭ͘ϭϴ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞƉĞƌŝŽĚ;EĞƚŽĨŬŽǀĞƌĚƌĂĨƚͿ	ϳϱ͘Ϯϲ ϱϴ͘ϳϮ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ;EĞƚŽĨďĂŶŬŽǀĞƌĚƌĂĨƚͿ	ϰϰ͘ϮϮ ϵϮ͘ϱϲ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϰϱ͘ϵϲ ϵϲ͘ϯϮ
ĂŶŬŽǀĞƌĚƌĂĨƚ	;ϭ͘ϳϰͿ ;ϯ͘ϳϲͿ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ	ϰϰ͘ϮϮ ϵϮ͘ϱϲ
ĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶƐƚĂƚĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶĚ^ϳ ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϰϳ͘ϵϵ ϳϲ͘ϭϬ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	ϵϯϮ͘ϴϴ ϱϬϯ͘ϳϲ
džĐŚĂŶŐĞĨůƵĐƚƵĂƚŝŽŶ	;ϭ͘ϳϴͿ ϭ͘ϴϱ
EŽŶͲĐĂƐŚĐŚĂŶŐĞ;ĨĂŝƌǀĂůƵĞͿ	ϭϱ͘ϵϲ Ͳ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϭ͕ϲϵϱ͘Ϭϱ ϱϴϭ͘ϳϭ
EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϴϵ͘ϬϮ ϴϭ͘ϭϯ
WƌŽĐĞĞĚƐĨƌŽŵͬ;ZĞƉĂLJŵĞŶƚŽĨͿďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	;ϭϯ͘ϲϱͿ ϳϭϮ͘Ϯϱ
ůŽƐŝŶŐďĂůĂŶĐĞ	ϳϳϱ͘ϯϳ ϳϵϯ͘ϯϴ
ΎĂŶŬŽǀĞƌĚƌĂĨƚĨŽƌŵƐƉĂƌƚŽĨĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/E^ϳ͘ĐĐŽƌĚŝŶŐůLJ͕ƉƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐƵŶĚĞƌĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚLJĚŽĞƐŶŽƚŝŶĐůƵĚĞƚŚĞ ŵŽǀĞŵĞŶƚŝŶďĂŶŬŽǀĞƌĚƌĂĨƚ͘

ΎΎ/ŶĐůƵĚĞƐ༤Ϭ͘ϲϳƚŽǁĂƌĚƐƌĞƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚLJƌĞĐŽŐŶŝƐĞĚĂƐƉĞƌƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ/E^ϭϭϲǁŚŝĐŚĚŽĞƐŶŽƚĨŽƌŵƉĂƌƚŽĨĚĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶ͘

ĐŽŶƚŝŶƵĞĚ͙

EŽƚĞƐ͗

ϭ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ͕ ĨŽƌ ƚŚĞ ƋƵĂƌƚĞƌ ĂŶĚ Ɛŝdž ŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĐĂŶ ďĞ ǀŝĞǁĞĚ ŽŶ ƚŚĞ ǁĞďƐŝƚĞ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞ ŽĨ /ŶĚŝĂ >ŝŵŝƚĞĚ ;E^Ϳ ĂŶĚ ^ >ƚĚ ;^Ϳ Ăƚ ǁǁǁ͘ďƌŝƚĂŶŶŝĂ͘ĐŽ͘ŝŶ͕ ǁǁǁ͘ŶƐĞŝŶĚŝĂ͘ĐŽŵ ĂŶĚ ǁǁǁ͘ďƐĞŝŶĚŝĂ͘ĐŽŵ ƌĞƐƉĞĐƚŝǀĞůLJ͘ /ŶĨŽƌŵĂƚŝŽŶ ŽĨ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŝŶ ƚĞƌŵƐ ŽĨ ZĞŐƵůĂƚŝŽŶ ϰϳ;ϭͿ;ďͿ ŽĨ ƚŚĞ ^ĞĐƵƌŝƚŝĞƐ ĂŶĚ džĐŚĂŶŐĞ ŽĂƌĚ ŽĨ /ŶĚŝĂ ;Ζ^/ΖͿ ;>ŝƐƚŝŶŐKďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱŝƐĂƐƵŶĚĞƌ͗

						;༤ŝŶƌŽƌĞƐͿ
		d,ZDKEd,^E			^/yDKEd,^E
WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ		ϯϬ͘Ϭϵ͘ϮϬϮϬ ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ						ϯ͕ϮϮϳ͘ϱϳ ϯ͕Ϯϭϵ͘ϴϴ Ϯ͕ϴϵϲ͘Ϭϵ ϲ͕ϰϰϳ͘ϰϱ ϱ͕ϰϳϱ͘ϱϱ ϭϬ͕ϵϴϲ͘ϲϴ
WƌŽĨŝƚďĞĨŽƌĞƚĂdž						ϲϮϰ͘ϳϱ ϲϵϳ͘ϭϮ ϱϴϰ͘ϴϲ ϭ͕ϯϮϭ͘ϴϳ ϵϳϳ͘ϬϬ ϭ͕ϵϬϴ͘Ϯϲ
EĞƚWƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ						ϰϲϮ͘ϯϭ ϱϭϱ͘ϴϳ ϰϵϮ͘ϱϴ ϵϳϴ͘ϭϴ ϳϰϮ͘ϳϵ ϭ͕ϰϴϰ͘ϯϬ
dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ						ϰϲϮ͘Ϯϭ ϱϭϱ͘ϳϲ ϰϵϮ͘ϰϵ ϵϳϳ͘ϵϳ ϳϰϮ͘ϲϬ ϭ͕ϰϳϵ͘ϳϭ

Ϯ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ĐŽŶƐŽůŝĚĂƚĞĚ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƌŝƚĂŶŶŝĂ /ŶĚƵƐƚƌŝĞƐ >ŝŵŝƚĞĚ ;ΖƚŚĞ ŽŵƉĂŶLJΖͿ ĂŶĚ ŝƚƐ ƐƵďƐŝĚŝĂƌŝĞƐ ĂŶĚ ĂƐƐŽĐŝĂƚĞƐ ;ΖƚŚĞ 'ƌŽƵƉΖͿ ŚĂǀĞ ďĞĞŶ ƉƌĞƉĂƌĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /ŶĚŝĂŶ ĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ ;/ŶĚ ^Ϳ ƉƌĞƐĐƌŝďĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϯϯ ŽĨ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ;ΖdŚĞ ĐƚΖͿ ƌĞĂĚ ǁŝƚŚ ƚŚĞ ƌĞůĞǀĂŶƚ ƌƵůĞƐƚŚĞƌĞƵŶĚĞƌĂŶĚŝŶƚĞƌŵƐŽĨZĞŐƵůĂƚŝŽŶϯϯĂŶĚϱϮŽĨƚŚĞ^/;>ŝƐƚŝŶŐKďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱ͘

ϯ͘ dŚĞ ŽƉĞƌĂƚŝŶŐ ƐĞŐŵĞŶƚ ŽĨ ƚŚĞ 'ƌŽƵƉ ŝƐ ŝĚĞŶƚŝĨŝĞĚ ƚŽ ďĞ Η&ŽŽĚƐΗ͕ ĂƐ ƚŚĞ ŚŝĞĨ KƉĞƌĂƚŝŶŐ ĞĐŝƐŝŽŶ DĂŬĞƌ ƌĞǀŝĞǁƐ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞ Ăƚ ĂŶ ŽǀĞƌĂůů 'ƌŽƵƉ ůĞǀĞů ĂƐ ŽŶĞ ƐĞŐŵĞŶƚ͘ dŚĞƌĞĨŽƌĞ͕ ƚŚĞ ĚŝƐĐůŽƐƵƌĞ ĂƐ ƉĞƌ ZĞŐƵůĂƚŝŽŶ ϯϯ;ϭͿ;ĞͿ ƌĞĂĚ ǁŝƚŚ ůĂƵƐĞ ;>Ϳ ŽĨ ^ĐŚĞĚƵůĞ /s ŽĨ ƚŚĞ ^/ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐ ĂŶĚ ŝƐĐůŽƐƵƌĞ ZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱŝƐŶŽƚĂƉƉůŝĐĂďůĞƚŽƚŚĞ'ƌŽƵƉ͘

ϰ͘ dŚĞƐĞƌĞƐƵůƚƐŚĂǀĞďĞĞŶƌĞǀŝĞǁĞĚĂŶĚƌĞĐŽŵŵĞŶĚĞĚďLJƚŚĞƵĚŝƚŽŵŵŝƚƚĞĞŽĨƚŚĞŽĂƌĚĂŶĚĂƉƉƌŽǀĞĚďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽŶϭϵKĐƚŽďĞƌϮϬϮϬ͘

ϱ͘ KŶϭϮ:ƵŶĞϮϬϮϬ͕ϳ:ƵůLJϮϬϮϬĂŶĚϮϴ:ƵůLJϮϬϮϬ͕ϴϯ͕ϯϰϰ͕ϵϬ͕ϬϬϬΘϴϰ͕ϬϬϬĞƋƵŝƚLJƐŚĂƌĞƐŽĨĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚǁŝƚŚĂŶĞdžĞƌĐŝƐĞƉƌŝĐĞŽĨ༤ϭ͕ϳϲϲ͘ϲϱ͕༤Ϯ͕ϳϯϮ͘Ϭϱ Θ༤Ϯ͕ϳϯϮ͘ϬϱƉĞƌƐŚĂƌĞƌĞƐƉĞĐƚŝǀĞůLJ͕ǁĞƌĞĂůůŽƚƚĞĚƚŽƚŚĞDĂŶĂŐŝŶŐŝƌĞĐƚŽƌŽĨƚŚĞŽŵƉĂŶLJƵŶĚĞƌƚŚĞŵƉůŽLJĞĞ^ƚŽĐŬKƉƚŝŽŶ^ĐŚĞŵĞ;^K^Ϳ͘

ϲ͘ dŚĞ^ƚĂƚƵƚŽƌLJĂƵĚŝƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJŚĂǀĞĐĂƌƌŝĞĚŽƵƚĂůŝŵŝƚĞĚƌĞǀŝĞǁŽĨƚŚĞĂďŽǀĞƵŶĂƵĚŝƚĞĚĐŽŶƐŽůŝĚĂƚĞĚĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĂŶĚ ŚĂǀĞ ŝƐƐƵĞĚ ĂŶ ƵŶƋƵĂůŝĨŝĞĚ ZĞǀŝĞǁ ZĞƉŽƌƚ͘ dŚĞ ZĞǀŝĞǁ ZĞƉŽƌƚ ŽĨ ƚŚĞ ƐƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŝƐ ďĞŝŶŐ ĨŝůĞĚ ǁŝƚŚ ƚŚĞ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞŽĨ/ŶĚŝĂ>ŝŵŝƚĞĚ;ΖE^ΖͿĂŶĚ^>ƚĚ;Ζ^ΖͿĂŶĚŝƐĂůƐŽĂǀĂŝůĂďůĞŽŶƚŚĞŽŵƉĂŶLJΖƐǁĞďƐŝƚĞ͘

ϳ͘ džĐĞƉƚŝŽŶĂů ŝƚĞŵ ĨŽƌ ĞĂĐŚ ŽĨ ƚŚĞ ĂďŽǀĞ ƌĞƉŽƌƚĞĚ ƉĞƌŝŽĚƐ ƉĞƌƚĂŝŶ ƚŽ sŽůƵŶƚĂƌLJ ZĞƚŝƌĞŵĞŶƚ Θ ƌĞƚƌĞŶĐŚŵĞŶƚ ĐŽƐƚƐ ŝŶĐƵƌƌĞĚ ŝŶ ŽŶĞ ŽĨ ƚŚĞ ƐƵďƐŝĚŝĂƌŝĞƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͘

ϴ͘ &ŽƌŵƵůĂĞĨŽƌĐŽŵƉƵƚĂƚŝŽŶŽĨƌĂƚŝŽƐĂƌĞĂƐĨŽůůŽǁƐ

;ĂͿĞďƚĞƋƵŝƚLJƌĂƚŝŽсĞďƚͬEĞƚǁŽƌƚŚ

Ğďƚ͗EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ

EĞƚǁŽƌƚŚ͗ƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂůнKƚŚĞƌĞƋƵŝƚLJ

;ďͿ Ğďƚ ƐĞƌǀŝĐĞ ĐŽǀĞƌĂŐĞ ƌĂƚŝŽ с WƌŽĨŝƚ ďĞĨŽƌĞ ĞdžĐĞƉƚŝŽŶĂů ŝƚĞŵƐ͕ ƚĂdž ĂŶĚ ĨŝŶĂŶĐĞ ĐŽƐƚͬ;&ŝŶĂŶĐĞ ĐŽƐƚ ĚƵƌŝŶŐ ƚŚĞ ƉĞƌŝŽĚ н WƌŝŶĐŝƉĂů ƌĞƉĂLJŵĞŶƚ ĚƵƌŝŶŐ ƚŚĞ ƉĞƌŝŽĚͿ

;ĐͿ/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚ

ϵ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ďĞĞŶ ĂƐƐŝŐŶĞĚ ƚŚĞ ŚŝŐŚĞƐƚ ĐƌĞĚŝƚ ƌĂƚŝŶŐ ŽĨ ΖΖZ/^/> ͬ^ƚĂďůĞΗ Θ Η/Z ;^ƚĂďůĞͿΗ ďLJ Z/^/> ĂŶĚ /Z ƌĞƐƉĞĐƚŝǀĞůLJ ĨŽƌ ůŽŶŐ ƚĞƌŵ ďŽƌƌŽǁŝŶŐƐĂŶĚΗZ/^/>ϭнΗΘΗ/ZϭнΗďLJZ/^/>ĂŶĚ/ZƌĞƐƉĞĐƚŝǀĞůLJĨŽƌƐŚŽƌƚƚĞƌŵďŽƌƌŽǁŝŶŐƐ͘

ϭϬ͘ WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂůƌĞƉƌĞƐĞŶƚƐEŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ͕ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͘

ϭϭ͘ dŚĞ ůŝƐƚĞĚ ϯͲLJĞĂƌ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ ďŽŶƵƐ ĚĞďĞŶƚƵƌĞƐ ŚĂǀŝŶŐ Ă ĐŽƵƉŽŶ ƌĂƚĞ ŽĨ ϴй Ɖ͘Ă͘ ĂƌĞ ƐĞĐƵƌĞĚ ďLJ ǁĂLJ ŽĨ ƉĂƌŝ ƉĂƐƐƵ ĨůŽĂƚŝŶŐ ĐŚĂƌŐĞ ŽŶ ƚŚĞ ĐƵƌƌĞŶƚ ĂƐƐĞƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ĂŶĚ ƚŚĞ ĂƐƐĞƚ ĐŽǀĞƌ ĂƐ ŽŶ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĞdžĐĞĞĚƐ ŽŶĞ ŚƵŶĚƌĞĚ ƉĞƌĐĞŶƚ ŽĨ ƚŚĞ ƉƌŝŶĐŝƉĂů ĂŵŽƵŶƚ͘ dŚĞ ŝŶƚĞƌĞƐƚ ĚƵĞ ĨŽƌ ƚŚĞ ĨŝƌƐƚ LJĞĂƌ ǁĂƐ ƉĂŝĚ ŽŶ Ϯϴ ƵŐƵƐƚ ϮϬϮϬ͕ ďĞŝŶŐ ƚŚĞ ĚƵĞ ĚĂƚĞ ĨŽƌ ƉĂLJŵĞŶƚ ŽĨ ŝŶƚĞƌĞƐƚ͘ dŚĞ ŶĞdžƚ ĚƵĞ ĚĂƚĞ ĨŽƌ ƉĂLJŵĞŶƚ ŽĨ ŝŶƚĞƌĞƐƚ ŽŶ ƚŚĞ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ ĚĞďĞŶƚƵƌĞƐ ŝƐ Ϯϴ ƵŐƵƐƚϮϬϮϭ͘

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Entity	Relationship
Britannia Industries Limited	Holding Company
Britannia Dairy Private Limited	Subsidiary
Daily Bread Gourmet Foods (India) Private Limited	Subsidiary
J.B. Mangharam Foods Private Limited	Subsidiary
International Bakery Products Limited	Subsidiary
Sunrise Biscuit Company Private Limited	Subsidiary
Ganges Vally Foods Private Limited	Subsidiary
Manna Foods Private Limited	Subsidiary
Boribunder Finance and Investments Private Limited	Subsidiary
Flora Investments Company Private Limited	Subsidiary
Gilt Edge Finance and Investments Private Limited	Subsidiary
Britchip Foods Limited	Subsidiary
Britannia and Associates (Dubai) Private Co. Limited (Dubai)	Subsidiary
Strategic Food International Co. LLC (Dubai)	Subsidiary
Strategic Brands Holding Company Limited (Dubai)	Subsidiary
Al Sallan Food Industries Company SAOC (Oman)	Subsidiary
Britannia Dairy Holdings Private Limited (Mauritius)	Subsidiary
Britannia and Associates (Mauritius) Private Limited	Subsidiary
(Mauritius)
Britannia Nepal Private Limited (Nepal)	Subsidiary
Britannia Bangladesh Private Limited (Bangladesh)	Subsidiarv
Britannia Employees General Welfare Association Private	Company Limited by Guarantee
Limited
Britannia Employees Educational Welfare Association	Company Limited by Guarantee
Private Limited
Britannia Employees Medical Welfare Association Private Limited	Company Limited by Guarantee
Nalanda Biscuits Company Limited	Associate
Sunandaram Foods Private Limited	Associate

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WZd/ ;༤ŝŶƌŽƌĞƐͿ

	^ƚĂƚĞŵĞŶƚŽĨ^ƚĂŶĚĂůŽŶĞ&ŝŶĂŶĐŝĂůZĞƐƵůƚƐĨŽƌƚŚĞƋƵĂƌƚĞƌĂŶĚƐŝdžŵŽŶƚŚƐĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϮϬ
		d,ZDKEd,^E			^/yDKEd,^E		zZE
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϲ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ	ϯϭ͘Ϭϯ͘ϮϬϮϬ
		;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ	;ƵĚŝƚĞĚͿ
	/ ZĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ
	^ĂůĞŽĨŐŽŽĚƐͬ/ŶĐŽŵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ	ϯ͕ϭϲϭ͘ϰϰ	ϯ͕ϭϳϵ͘ϲϭ	Ϯ͕ϴϲϳ͘ϯϭ	ϲ͕ϯϰϭ͘Ϭϱ	ϱ͕ϰϮϭ͘ϰϳ	ϭϬ͕ϴϮϬ͘ϱϳ
	KƚŚĞƌŽƉĞƌĂƚŝŶŐƌĞǀĞŶƵĞƐ	ϲϲ͘ϭϯ	ϰϬ͘Ϯϳ	Ϯϴ͘ϳϴ	ϭϬϲ͘ϰϬ	ϱϰ͘Ϭϴ	ϭϲϲ͘ϭϭ
	dŽƚĂůƌĞǀĞŶƵĞĨƌŽŵŽƉĞƌĂƚŝŽŶƐ	ϯ͕ϮϮϳ͘ϱϳ	ϯ͕Ϯϭϵ͘ϴϴ	Ϯ͕ϴϵϲ͘Ϭϵ	ϲ͕ϰϰϳ͘ϰϱ	ϱ͕ϰϳϱ͘ϱϱ	ϭϬ͕ϵϴϲ͘ϲϴ
	// KƚŚĞƌŝŶĐŽŵĞ;ZĞĨĞƌEŽƚĞϳͿ	ϳϭ͘ϭϴ	ϴϳ͘ϯϯ	ϭϯϬ͘ϮϬ	ϭϱϴ͘ϰϯ	ϭϵϱ͘ϳϰ	ϯϯϱ͘ϰϯ
	/// dŽƚĂůŝŶĐŽŵĞ;/н//Ϳ	ϯ͕Ϯϵϴ͘ϳϱ	ϯ͕ϯϬϳ͘Ϯϭ	ϯ͕ϬϮϲ͘Ϯϵ	ϲ͕ϲϬϱ͘ϴϴ	ϱ͕ϲϳϭ͘Ϯϵ	ϭϭ͕ϯϮϮ͘ϭϭ
	/s džƉĞŶƐĞƐ
	ŽƐƚŽĨŵĂƚĞƌŝĂůƐĐŽŶƐƵŵĞĚ	ϭ͕ϱϬϵ͘Ϯϵ	ϭ͕ϰϱϳ͘ϰϬ	ϭ͕ϰϬϰ͘ϴϴ	Ϯ͕ϵϲϲ͘ϲϵ	Ϯ͕ϲϭϯ͘ϯϯ	ϱ͕ϬϱϮ͘ϲϳ
	WƵƌĐŚĂƐĞƐŽĨƐƚŽĐŬͲŝŶͲƚƌĂĚĞ	ϱϭϱ͘ϵϵ	ϰϱϰ͘ϴϯ	ϯϴϮ͘ϭϳ	ϵϳϬ͘ϴϮ	ϳϬϮ͘ϯϬ	ϭ͕ϱϰϯ͘ϱϱ
	ŚĂŶŐĞƐŝŶŝŶǀĞŶƚŽƌŝĞƐŽĨĨŝŶŝƐŚĞĚŐŽŽĚƐ͕ǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐĂŶĚƐƚŽĐŬͲ ŝŶͲƚƌĂĚĞ	;ϭϬϲ͘ϰϰͿ ϭϰ͘ϳϮ		;ϯϮ͘ϭϳͿ ;ϵϭ͘ϳϮͿ ;ϭϮ͘ϬϯͿ ϲϭ͘ϱϭ
	ŵƉůŽLJĞĞďĞŶĞĨŝƚƐĞdžƉĞŶƐĞ	ϭϬϰ͘ϯϳ	ϭϬϰ͘ϰϮ	ϵϰ͘ϭϴ	ϮϬϴ͘ϳϵ	ϭϴϲ͘ϵϲ	ϯϲϴ͘ϴϳ
	&ŝŶĂŶĐĞĐŽƐƚƐ	Ϯϲ͘ϳϮ	Ϯϭ͘ϵϬ	ϭϰ͘Ϭϰ	ϰϴ͘ϲϮ	ϮϮ͘ϯϲ	ϲϱ͘ϭϳ
	ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϰϬ͘ϲϯ	ϰϬ͘Ϭϳ	ϯϲ͘ϲϱ	ϴϬ͘ϳϬ	ϳϯ͘ϵϯ	ϭϱϭ͘ϲϵ
	KƚŚĞƌĞdžƉĞŶƐĞƐ	ϱϴϯ͘ϰϰ	ϱϭϲ͘ϳϱ	ϱϳϲ͘ϲϴ	ϭ͕ϭϬϬ͘ϭϭ	ϭ͕ϭϮϲ͘ϰϰ	Ϯ͕ϭϴϵ͘ϯϵ
	dŽƚĂůĞdžƉĞŶƐĞƐ	Ϯ͕ϲϳϰ͘ϬϬ	Ϯ͕ϲϭϬ͘Ϭϵ	Ϯ͕ϰϳϲ͘ϰϯ	ϱ͕Ϯϴϰ͘Ϭϭ	ϰ͕ϳϭϯ͘Ϯϵ	ϵ͕ϰϯϮ͘ϴϱ
s	WƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐĂŶĚƚĂdž;///Ͳ/sͿ	ϲϮϰ͘ϳϱ	ϲϵϳ͘ϭϮ	ϱϰϵ͘ϴϲ	ϭ͕ϯϮϭ͘ϴϳ	ϵϱϴ͘ϬϬ	ϭ͕ϴϴϵ͘Ϯϲ
	s/ džĐĞƉƚŝŽŶĂůŝƚĞŵƐ΀;/ŶĐŽŵĞͿͬdžƉĞŶƐĞ΁;ZĞĨĞƌEŽƚĞϲͿ		Ͳ Ͳ ;ϯϱ͘ϬϬͿ Ͳ ;ϭϵ͘ϬϬͿ				;ϭϵ͘Ϭ ϬͿ
	s// WƌŽĨŝƚďĞĨŽƌĞƚĂdž;sͲs/Ϳ	ϲϮϰ͘ϳϱ	ϲϵϳ͘ϭϮ	ϱϴϰ͘ϴϲ	ϭ͕ϯϮϭ͘ϴϳ	ϵϳϳ͘ϬϬ	ϭ͕ϵϬϴ͘Ϯϲ
	s/// dĂdžĞdžƉĞŶƐĞ͗
	;ŝͿƵƌƌĞŶƚƚĂdž;ZĞĨĞƌŶŽƚĞϭϯͿ	ϭϲϳ͘Ϯϯ	ϭϴϯ͘ϭϱ	ϵϴ͘Ϭϰ	ϯϱϬ͘ϯϴ	Ϯϰϭ͘ϴϴ	ϰϭϲ͘ϴϲ
	;ŝŝͿĞĨĞƌƌĞĚƚĂdžĐŚĂƌŐĞͬ;ĐƌĞĚŝƚͿ		;ϰ͘ϳϵͿ ;ϭ͘ϵϬͿ ;ϱ͘ϳϲͿ ;ϲ͘ϲϵͿ ;ϳ͘ϲϳͿ ϳ͘ϭϬ
	dŽƚĂůƚĂdžĞdžƉĞŶƐĞ	ϭϲϮ͘ϰϰ	ϭϴϭ͘Ϯϱ	ϵϮ͘Ϯϴ	ϯϰϯ͘ϲϵ	Ϯϯϰ͘Ϯϭ	ϰϮϯ͘ϵϲ
	/y WƌŽĨŝƚĨŽƌƚŚĞƉĞƌŝŽĚ;s//Ͳs///Ϳ	ϰϲϮ͘ϯϭ	ϱϭϱ͘ϴϳ	ϰϵϮ͘ϱϴ	ϵϳϴ͘ϭϴ	ϳϰϮ͘ϳϵ	ϭ͕ϰϴϰ͘ϯϬ
	y KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ
	;ŝͿ/ƚĞŵƐƚŚĂƚǁŝůůŶŽƚďĞƌĞĐůĂƐƐŝĨŝĞĚƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	ͲZĞŵĞĂƐƵƌĞŵĞŶƚƐŽĨƚŚĞŶĞƚĚĞĨŝŶĞĚďĞŶĞĨŝƚƉůĂŶƐ ;ŝŝͿ /ŶĐŽŵĞ ƚĂdž ƌĞůĂƚŝŶŐ ƚŽ ŝƚĞŵƐ ƚŚĂƚ ǁŝůů ŶŽƚ ďĞ ƌĞĐůĂƐƐŝĨŝĞĚ	Ϭ͘Ϭϰ	;Ϭ͘ϭϰͿ ;Ϭ͘ϭϱͿ ;Ϭ͘ϭϰͿ ;Ϭ͘ϮϵͿ ;Ϭ͘ϮϵͿ ;ϱ͘ϵϬͿ Ϭ͘Ϭϰ	Ϭ͘Ϭϱ	Ϭ͘Ϭϴ	Ϭ͘ϭϬ	ϭ͘ϯϭ
	ƐƵďƐĞƋƵĞŶƚůLJƚŽƉƌŽĨŝƚŽƌůŽƐƐ
	KƚŚĞƌĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;ŶĞƚŽĨƚĂdžͿ		;Ϭ͘ϭϬͿ ;Ϭ͘ϭϭͿ ;Ϭ͘ϬϵͿ ;Ϭ͘ϮϭͿ ;Ϭ͘ϭϵͿ ;ϰ͘ϱϵͿ
	y/ dŽƚĂůĐŽŵƉƌĞŚĞŶƐŝǀĞŝŶĐŽŵĞ;/yнyͿ	ϰϲϮ͘Ϯϭ	ϱϭϱ͘ϳϲ	ϰϵϮ͘ϰϵ	ϵϳϳ͘ϵϳ	ϳϰϮ͘ϲϬ	ϭ͕ϰϳϵ͘ϳϭ
y//	WĂŝĚͲƵƉĞƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů;ĨĂĐĞǀĂůƵĞŽĨ༤ϭĞĂĐŚͿ;ZĞĨĞƌŶŽƚĞϰͿ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϲ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϯ	Ϯϰ͘Ϭϱ
y///	WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂů;ZĞĨĞƌŶŽƚĞϭϬͿ				Ϯ͕ϭϱϬ͘ϱϱ	ϭ͕ϮϮϮ͘ϴϲ	ϭ͕ϮϬϯ͘ϵϮ
y/s	KƚŚĞƌĞƋƵŝƚLJ				Ϯ͕ϰϲϬ͘ϯϲ	ϯ͕ϰϳϴ͘ϳϵ	ϰ͕ϮϱϬ͘ϲϬ
ys	EĞƚǁŽƌƚŚ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯ͕ϰϴϰ͘ϰϯ	ϯ͕ϱϬϮ͘ϴϮ	ϰ͕Ϯϳϰ͘ϲϱ
ys/	ĞďĞŶƚƵƌĞƌĞĚĞŵƉƚŝŽŶƌĞƐĞƌǀĞ				ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ	ϭϴϬ͘Ϯϰ
ys//	ĂƌŶŝŶŐƐ ƉĞƌ ƐŚĂƌĞ ;ĨĂĐĞ ǀĂůƵĞ ŽĨ ༤ ϭ ĞĂĐŚͿ ;ŶŽƚ ĂŶŶƵĂůŝƐĞĚ ĨŽƌ ƚŚĞ ƋƵĂƌƚĞƌƐͿ͗
	;ĂͿĂƐŝĐ;༤Ϳ	ϭϵ͘Ϯϭ	Ϯϭ͘ϰϱ	ϮϬ͘ϱϬ	ϰϬ͘ϲϲ	ϯϬ͘ϵϭ	ϲϭ͘ϳϱ
	;ďͿŝůƵƚĞĚ;༤Ϳ	ϭϵ͘ϮϬ	Ϯϭ͘ϰϱ	ϮϬ͘ϰϵ	ϰϬ͘ϲϰ	ϯϬ͘ϵϬ	ϲϭ͘ϳϯ
	ys/// ĞďƚĞƋƵŝƚLJƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϭ͘ϴϳ	Ϭ͘ϯϱ	Ϭ͘Ϯϴ
	y/y ĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				ϯ͘ϰϮ	ϰϯ͘ϱϱ	ϯ͘ϲϬ
	yy /ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽ;ZĞĨĞƌŶŽƚĞϴͿ				Ϯϴ͘ϭϵ	ϰϯ͘ϴϰ	Ϯϵ͘ϵϵ

^ĞĞĂĐĐŽŵƉĂŶLJŝŶŐŶŽƚĞƐƚŽƚŚĞĨŝŶĂŶĐŝĂůƌĞƐƵůƚƐ ĐŽŶƚŝŶƵĞĚ͙

	^ƚĂŶĚĂůŽŶĞďĂůĂŶĐĞƐŚĞĞƚ
			;༤ŝŶƌŽƌĞƐͿ
		ƐĂƚ
^͘EŽ͘	WZd/h>Z^	ϯϬ͘Ϭϵ͘ϮϬϮϬ ;hŶĂƵĚŝƚĞĚͿ	ϯϭ͘Ϭϯ͘ϮϬϮϬ ;ƵĚŝƚĞĚͿ
	^^d^
	ϭ EŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿWƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	ϭ͕ϯϲϳ͘ϲϰ	ϭ͕ϰϭϲ͘ϬϮ
	;ďͿĂƉŝƚĂůǁŽƌŬͲŝŶͲƉƌŽŐƌĞƐƐ	ϲϳ͘Ϭϴ	ϯϴ͘ϵϮ
	;ĐͿ/ŶǀĞƐƚŵĞŶƚƉƌŽƉĞƌƚLJ	ϯϱ͘ϳϭ	ϯϲ͘ϭϰ
	;ĚͿ/ŶƚĂŶŐŝďůĞĂƐƐĞƚƐ	ϵ͘ϵϮ	ϴ͘ϯϳ
	;ĞͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ ;ŝŝͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϭ͕ϴϬϰ͘ϵϮ ϮϬϲ͘ϳϵ	Ϯ͕Ϯϱϵ͘ϭϭ ϭϵϮ͘Ϭϯ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	Ϭ͘ϴϳ	ϭ͘ϮϬ
	;ĨͿ/ŶĐŽŵĞƚĂdžĂƐƐĞƚƐ;ŶĞƚͿ ;ŐͿKƚŚĞƌŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϰϰ͘ϭϭ ϲϮ͘ϰϭ	ϱϵ͘ϯϭ ϯϳ͘Ϭϵ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϱϵϵ͘ϰϱ	ϰ͕Ϭϰϴ͘ϭϵ
	Ϯ ƵƌƌĞŶƚĂƐƐĞƚƐ
	;ĂͿ/ŶǀĞŶƚŽƌŝĞƐ	ϭ͕ϯϲϲ͘ϮϬ	ϲϯϯ͘ϱϯ
	;ďͿ&ŝŶĂŶĐŝĂůĂƐƐĞƚƐ
	;ŝͿ/ŶǀĞƐƚŵĞŶƚƐ	ϯϳϮ͘ϲϱ	ϴϴϮ͘Ϭϲ
	;ŝŝͿdƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	Ϯϯϳ͘Ϭϱ	ϮϰϮ͘Ϯϯ
	;ŝŝŝͿĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ	ϭϰ͘ϱϯ	Ϯϭ͘ϳϲ
	;ŝǀͿĂŶŬďĂůĂŶĐĞƐŽƚŚĞƌƚŚĂŶ;ŝŝŝͿĂďŽǀĞ	ϮϮ͘ϰϲ	ϭϳ͘ϰϬ
	;ǀͿ>ŽĂŶƐƌĞĐĞŝǀĂďůĞ	ϴϲϳ͘Ϯϲ	ϭ͕Ϭϳϱ͘ϳϯ
	;ǀŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ	ϯϭϰ͘ϲϲ	ϮϮϳ͘ϴϴ
	;ĐͿKƚŚĞƌĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϵϳ͘ϲϬ	ϭϬϰ͘ϱϲ
	dŽƚĂůĐƵƌƌĞŶƚĂƐƐĞƚƐ	ϯ͕ϮϵϮ͘ϰϭ	ϯ͕ϮϬϱ͘ϭϱ
	dŽƚĂůĂƐƐĞƚƐ	ϲ͕ϴϵϭ͘ϴϲ	ϳ͕Ϯϱϯ͘ϯϰ
	Yh/dzE>//>/d/^
	ϭ ƋƵŝƚLJ
	;ĂͿƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂů	Ϯϰ͘Ϭϳ	Ϯϰ͘Ϭϱ
	;ďͿKƚŚĞƌĞƋƵŝƚLJ	Ϯ͕ϰϲϬ͘ϯϲ	ϰ͕ϮϱϬ͘ϲϬ
	dŽƚĂůĞƋƵŝƚLJ	Ϯ͕ϰϴϰ͘ϰϯ	ϰ͕Ϯϳϰ͘ϲϱ
	Ϯ >ŝĂďŝůŝƚŝĞƐ
	;Ϳ EŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ ;ŝͿŽƌƌŽǁŝŶŐƐ	ϳϮϭ͘ϵϭ	ϳϮϮ͘ϭϯ
	;ŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϯϳ͘ϭϵ	ϯϬ͘ϱϯ
	;ďͿĞĨĞƌƌĞĚƚĂdžůŝĂďŝůŝƚŝĞƐ͕;ŶĞƚͿ	ϰ͘Ϯϴ	ϭϬ͘ϵϳ
	dŽƚĂůŶŽŶͲĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϳϲϯ͘ϯϴ	ϳϲϯ͘ϲϯ
	;Ϳ ƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ
	;ĂͿ&ŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
	;ŝͿŽƌƌŽǁŝŶŐƐ	ϭ͕ϰϮϳ͘ϵϳ	ϰϳϵ͘ϵϵ
	;ŝŝͿdƌĂĚĞƉĂLJĂďůĞƐ
	;ĂͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭϵ͘Ϭϱ	ϴ͘ϱϯ
	;ďͿƚŽƚĂůŽƵƚƐƚĂŶĚŝŶŐĚƵĞƐŽĨĐƌĞĚŝƚŽƌƐŽƚŚĞƌƚŚĂŶŵŝĐƌŽĞŶƚĞƌƉƌŝƐĞƐĂŶĚ ƐŵĂůůĞŶƚĞƌƉƌŝƐĞƐ	ϭ͕ϯϬϱ͘ϭϮ	ϵϰϳ͘ϰϱ
	;ŝŝŝͿKƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ	ϯϵϴ͘ϲϮ	ϰϭϰ͘ϲϯ
	;ďͿKƚŚĞƌĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϭϮϵ͘ϰϵ	ϭϯϴ͘ϭϯ
	;ĐͿWƌŽǀŝƐŝŽŶƐ	ϭϵϬ͘ϭϮ	ϭϴϮ͘ϳϬ
	;ĚͿƵƌƌĞŶƚƚĂdžůŝĂďŝůŝƚŝĞƐ;ŶĞƚͿ	ϭϳϯ͘ϲϴ	ϰϯ͘ϲϯ
	dŽƚĂůĐƵƌƌĞŶƚůŝĂďŝůŝƚŝĞƐ	ϯ͕ϲϰϰ͘Ϭϱ	Ϯ͕Ϯϭϱ͘Ϭϲ
	dŽƚĂůĞƋƵŝƚLJĂŶĚůŝĂďŝůŝƚŝĞƐ	ϲ͕ϴϵϭ͘ϴϲ	ϳ͕Ϯϱϯ͘ϯϰ

ĐŽŶƚŝŶƵĞĚ͙

^ƚĂŶĚĂůŽŶĞ^ƚĂƚĞŵĞŶƚŽĨĐĂƐŚĨůŽǁ

;༤ŝŶƌŽƌĞƐͿ

	^ŝdžŵŽŶƚŚƐĞŶĚĞĚ
WĂƌƚŝĐƵůĂƌƐ	ϯϬ͘Ϭϵ͘ϮϬϮϬ	ϯϬ͘Ϭϵ͘ϮϬϭϵ
	;hŶĂƵĚŝƚĞĚͿ	;hŶĂƵĚŝƚĞĚͿ
ĂƐŚĨůŽǁĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
WƌŽĨŝƚďĞĨŽƌĞƚĂdž		ϭ͕ϯϮϭ͘ϴϳ ϵϳϳ͘ϬϬ
ĚũƵƐƚŵĞŶƚƐĨŽƌ͗ ĞƉƌĞĐŝĂƚŝŽŶĂŶĚĂŵŽƌƚŝƐĂƚŝŽŶĞdžƉĞŶƐĞ	ϴϬ͘ϳϬ	ϳϯ͘ϵϯ
^ŚĂƌĞďĂƐĞĚƉĂLJŵĞŶƚĞdžƉĞŶƐĞ	ϵ͘ϮϮ	ϭϬ͘ϴϯ
EĞƚŐĂŝŶŽŶĨŝŶĂŶĐŝĂůĂƐƐĞƚŵĞĂƐƵƌĞĚĂƚĨĂŝƌǀĂůƵĞƚŚƌŽƵŐŚƐƚĂƚĞŵĞŶƚŽĨƉƌŽĨŝƚĂŶĚůŽƐƐ		;Ϯϳ͘ϵϳͿ ;ϰϬ͘ϱϴͿ
>ŽƐƐͬ;WƌŽĨŝƚͿŽŶƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	Ϭ͘Ϭϭ	;Ϭ͘ϮϱͿ
ZĞǀĞƌƐĂůŽĨƉƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨŝŶǀĞƐƚŵĞŶƚ͕ŶĞƚ	Ͳ	;ϭϵ͘ϬϬͿ
ŝǀŝĚĞŶĚŝŶĐŽŵĞ	Ͳ	;ϲϲ͘ϰϳͿ
/ŶƚĞƌĞƐƚŝŶĐŽŵĞ		;ϭϮϯ͘ϴϳͿ ;ϳϵ͘ϳϱͿ
&ŝŶĂŶĐĞĐŽƐƚƐ	ϰϴ͘ϲϮ	ϮϮ͘ϯϲ ϭ͕ϯϬϴ͘ϱϴ ϴϳϴ͘Ϭϳ
ŚĂŶŐĞƐŝŶ
/ŶǀĞŶƚŽƌŝĞƐ		;ϳϯϮ͘ϲϳͿ ;ϱϬϯ͘ϴϮͿ
dƌĂĚĞƌĞĐĞŝǀĂďůĞƐ	ϱ͘ϭϴ	ϱϬ͘ϱϯ
>ŽĂŶƐƌĞĐĞŝǀĂďůĞ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůĂƐƐĞƚƐ͕ŽƚŚĞƌďĂŶŬďĂůĂŶĐĞƐĂŶĚŽƚŚĞƌĂƐƐĞƚƐ		;ϳϰ͘ϳϯͿ ;ϰϭ͘ϳϯͿ
ĐĐŽƵŶƚƐƉĂLJĂďůĞƐ͕ŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͕ŽƚŚĞƌůŝĂďŝůŝƚŝĞƐĂŶĚƉƌŽǀŝƐŝŽŶƐ	ϯϴϱ͘ϭϴ	ϯϮ͘Ϭϯ
ĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ /ŶĐŽŵĞͲƚĂdžƉĂŝĚ͕ŶĞƚŽĨƌĞĨƵŶĚ		ϴϵϭ͘ϱϰ ϰϭϱ͘Ϭϴ ;ϮϬϱ͘ϬϱͿ ;ϮϬϲ͘ϯϬͿ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵŽƉĞƌĂƚŝŶŐĂĐƚŝǀŝƚŝĞƐ		ϲϴϲ͘ϰϵ ϮϬϴ͘ϳϴ
ĂƐŚĨůŽǁĨƌŽŵŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ
ĐƋƵŝƐŝƚŝŽŶŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚĂŶĚŝŶƚĂŶŐŝďůĞĂƐƐĞƚƐ		;ϵϬ͘ϯϯͿ ;ϭϲϱ͘ϲϮͿ
WƌŽĐĞĞĚƐĨƌŽŵƐĂůĞŽĨƉƌŽƉĞƌƚLJ͕ƉůĂŶƚĂŶĚĞƋƵŝƉŵĞŶƚ	Ϭ͘Ϭϱ	Ϭ͘ϯϴ
^ĂůĞͬ;WƵƌĐŚĂƐĞͿŽĨŝŶǀĞƐƚŵĞŶƚƐ͕ŶĞƚ /ŶǀĞƐƚŵĞŶƚŝŶƐƵďƐŝĚŝĂƌŝĞƐ͕ŶĞƚ	ϵϵϰ͘ϱϳ	;Ϯϵϯ͘ϴϮͿ ;ϯ͘ϬϬͿ ;Ϯϭ͘ϰϭͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƉůĂĐĞĚ		;ϴϱϯ͘ϬϬͿ ;ϮϬϬ͘ϬϬͿ
/ŶƚĞƌͲĐŽƌƉŽƌĂƚĞĚĞƉŽƐŝƚƐƌĞĚĞĞŵĞĚ		ϭ͕Ϭϰϲ͘ϬϬ ϰϴϬ͘ϬϬ
/ŶƚĞƌĞƐƚƌĞĐĞŝǀĞĚ	ϭϭϯ͘ϲϰ	ϱϮ͘ϵϱ
ŝǀŝĚĞŶĚƌĞĐĞŝǀĞĚ	Ͳ	ϲϲ͘ϰϳ
EĞƚĐĂƐŚŐĞŶĞƌĂƚĞĚĨƌŽŵͬ;ƵƐĞĚŝŶͿŝŶǀĞƐƚŝŶŐĂĐƚŝǀŝƚŝĞƐ		ϭ͕ϮϬϳ͘ϵϯ ;ϴϭ͘ϬϱͿ
ĂƐŚĨůŽǁĨƌŽŵĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ
/ŶƚĞƌĞƐƚƉĂŝĚ		;ϱϵ͘ϵϰͿ ;ϭϳ͘ϭϰͿ
WƌŽĐĞĞĚƐĨƌŽŵƐŚĂƌĞĂůůŽƚŵĞŶƚ	ϲϮ͘Ϯϱ	Ͳ
WƌŝŶĐŝƉĂůƉĂLJŵĞŶƚŽĨůĞĂƐĞůŝĂďŝůŝƚŝĞƐ	;Ϭ͘ϭϲͿ Ͳ
/ŶƚĞƌĞƐƚƉĂŝĚŽŶůĞĂƐĞůŝĂďŝůŝƚŝĞƐ WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚΎ	;Ϭ͘ϭϳͿ Ͳ ϵϯϮ͘ϯϳ	ϭ͕ϮϮϭ͘ϭϮ
ŝǀŝĚĞŶĚƐƉĂŝĚ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ		;Ϯ͕ϴϯϰ͘ϰϲͿ ;ϰϮϭ͘ϴϲͿ
WĂLJŵĞŶƚŽĨďŽŶƵƐĚĞďĞŶƚƵƌĞƐ;ŝŶĐůƵĚŝŶŐĚŝǀŝĚĞŶĚĚŝƐƚƌŝďƵƚŝŽŶƚĂdžͿ	Ͳ	;ϴϲϳ͘ϳϵͿ
EĞƚĐĂƐŚƵƐĞĚŝŶĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚŝĞƐ		;ϭ͕ϵϬϬ͘ϭϭͿ ;ϴϱ͘ϲϳͿ
EĞƚĐŚĂŶŐĞŝŶĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐ		;ϱ͘ϲϵͿ ϰϮ͘Ϭϲ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚďĞŐŝŶŶŝŶŐŽĨƚŚĞƉĞƌŝŽĚ;ŶĞƚŽĨŬŽǀĞƌĚƌĂĨƚͿ	ϮϬ͘ϮϮ	Ϯϯ͘ϭϯ
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚĞŶĚŽĨƚŚĞƉĞƌŝŽĚ;ŶĞƚŽĨďĂŶŬŽǀĞƌĚƌĂĨƚͿ		ϭϰ͘ϱϯ ϲϱ͘ϭϵ
EŽƚĞ͗
ĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚƐĂƚƚŚĞĞŶĚŽĨƚŚĞƉĞƌŝŽĚ	ϭϰ͘ϱϯ	ϲϱ͘ϭϵ
		ϭϰ͘ϱϯ ϲϱ͘ϭϵ
ĞďƚƌĞĐŽŶĐŝůŝĂƚŝŽŶƐƚĂƚĞŵĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/ŶĚ^ϳ
ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϰϳϵ͘ϵϵ	Ͳ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ	ϵϯϮ͘ϬϮ	ϱϬϬ͘ϬϬ
EŽŶͲĐĂƐŚĐŚĂŶŐĞ;ĨĂŝƌǀĂůƵĞͿ	ϭϱ͘ϵϲ	Ͳ
ůŽƐŝŶŐďĂůĂŶĐĞ		ϭ͕ϰϮϳ͘ϵϳ ϱϬϬ͘ϬϬ
EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
KƉĞŶŝŶŐďĂůĂŶĐĞ	ϳϮϯ͘ϵϯ	ϭ͘ϳϰ
WƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐ͕ŶĞƚ		;ϭ͘ϯϱͿ ϳϮϭ͘ϭϮ
ůŽƐŝŶŐďĂůĂŶĐĞ		ϳϮϮ͘ϱϴ ϳϮϮ͘ϴϲ
ΎĂŶŬŽǀĞƌĚƌĂĨƚĨŽƌŵƐƉĂƌƚŽĨĐĂƐŚĂŶĚĐĂƐŚĞƋƵŝǀĂůĞŶƚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚ/E^ϳ͘ĐĐŽƌĚŝŶŐůLJ͕ƉƌŽĐĞĞĚƐĨƌŽŵďŽƌƌŽǁŝŶŐƐƵŶĚĞƌĨŝŶĂŶĐŝŶŐĂĐƚŝǀŝƚLJĚŽĞƐ
ŶŽƚŝŶĐůƵĚĞƚŚĞŵŽǀĞŵĞŶƚŝŶďĂŶŬŽǀĞƌĚƌĂĨƚ͘		ĐŽŶƚŝŶƵĞĚ͙

EŽƚĞƐ͗

• ϭ͘ dŚĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŚĂǀĞ ďĞĞŶ ƉƌĞƉĂƌĞĚ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /ŶĚŝĂŶ ĐĐŽƵŶƚŝŶŐ ^ƚĂŶĚĂƌĚƐ ;/ŶĚ ^Ϳ ƉƌĞƐĐƌŝďĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϯϯ ŽĨ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ;ΖdŚĞ ĐƚΖͿ ƌĞĂĚ ǁŝƚŚ ƚŚĞ ƌĞůĞǀĂŶƚ ƌƵůĞƐ ƚŚĞƌĞƵŶĚĞƌ ĂŶĚ ŝŶ ƚĞƌŵƐ ŽĨ ZĞŐƵůĂƚŝŽŶ ϯϯ ĂŶĚ ϱϮ ŽĨ ƚŚĞ ^ĞĐƵƌŝƚŝĞƐ ĂŶĚ džĐŚĂŶŐĞ ŽĂƌĚ ŽĨ /ŶĚŝĂ ;Ζ^/ΖͿ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐĂŶĚŝƐĐůŽƐƵƌĞZĞƋƵŝƌĞŵĞŶƚƐͿZĞŐƵůĂƚŝŽŶƐ͕ϮϬϭϱ͘
• Ϯ͘ dŚĞ ŽƉĞƌĂƚŝŶŐ ƐĞŐŵĞŶƚ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŝƐ ŝĚĞŶƚŝĨŝĞĚ ƚŽ ďĞ Η&ŽŽĚƐΗ͕ ĂƐ ƚŚĞ ŚŝĞĨ KƉĞƌĂƚŝŶŐ ĞĐŝƐŝŽŶ DĂŬĞƌ ƌĞǀŝĞǁƐ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞ Ăƚ ĂŶ ŽǀĞƌĂůů ĐŽŵƉĂŶLJ ůĞǀĞů ĂƐ ŽŶĞ ƐĞŐŵĞŶƚ͘ dŚĞƌĞĨŽƌĞ͕ ƚŚĞ ĚŝƐĐůŽƐƵƌĞ ĂƐ ƉĞƌ ZĞŐƵůĂƚŝŽŶ ϯϯ;ϭͿ;ĞͿ ƌĞĂĚ ǁŝƚŚ ůĂƵƐĞ ;>Ϳ ŽĨ ^ĐŚĞĚƵůĞ /s ŽĨ ƚŚĞ ^/ ;>ŝƐƚŝŶŐ KďůŝŐĂƚŝŽŶƐ ĂŶĚ ŝƐĐůŽƐƵƌĞ ZĞƋƵŝƌĞŵĞŶƚƐͿ ZĞŐƵůĂƚŝŽŶƐ͕ ϮϬϭϱŝƐŶŽƚĂƉƉůŝĐĂďůĞƚŽƚŚĞŽŵƉĂŶLJ͘
• ϯ͘ dŚĞƐĞƌĞƐƵůƚƐŚĂǀĞďĞĞŶƌĞǀŝĞǁĞĚĂŶĚƌĞĐŽŵŵĞŶĚĞĚďLJƚŚĞƵĚŝƚŽŵŵŝƚƚĞĞŽĨƚŚĞŽĂƌĚĂŶĚĂƉƉƌŽǀĞĚďLJƚŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽŶϭϵKĐƚŽďĞƌϮϬϮϬ͘
• ϰ͘ KŶ ϭϮ :ƵŶĞ ϮϬϮϬ͕ ϳ :ƵůLJ ϮϬϮϬ ĂŶĚ Ϯϴ :ƵůLJ ϮϬϮϬ͕ ϴϯ͕ϯϰϰ͕ ϵϬ͕ϬϬϬ Θ ϴϰ͕ϬϬϬ ĞƋƵŝƚLJ ƐŚĂƌĞƐ ŽĨ ĨĂĐĞ ǀĂůƵĞ ŽĨ ༤ϭ ĞĂĐŚ ǁŝƚŚ ĂŶ ĞdžĞƌĐŝƐĞ ƉƌŝĐĞ ŽĨ ༤ϭ͕ϳϲϲ͘ϲϱ͕ ༤Ϯ͕ϳϯϮ͘Ϭϱ Θ ༤Ϯ͕ϳϯϮ͘Ϭϱ ƉĞƌ ƐŚĂƌĞƌĞƐƉĞĐƚŝǀĞůLJ͕ǁĞƌĞĂůůŽƚƚĞĚƚŽƚŚĞDĂŶĂŐŝŶŐŝƌĞĐƚŽƌŽĨƚŚĞŽŵƉĂŶLJƵŶĚĞƌƚŚĞŵƉůŽLJĞĞ^ƚŽĐŬKƉƚŝŽŶ^ĐŚĞŵĞ;^K^Ϳ͘
• ϱ͘ dŚĞ ^ƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ŚĂǀĞ ĐĂƌƌŝĞĚ ŽƵƚ Ă ůŝŵŝƚĞĚ ƌĞǀŝĞǁ ŽĨ ƚŚĞ ĂďŽǀĞ ƵŶĂƵĚŝƚĞĚ ƐƚĂŶĚĂůŽŶĞ ĨŝŶĂŶĐŝĂů ƌĞƐƵůƚƐ ĨŽƌ ƚŚĞ ƋƵĂƌƚĞƌ ĂŶĚ Ɛŝdž ŵŽŶƚŚƐ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĂŶĚ ŚĂǀĞ ŝƐƐƵĞĚ ĂŶ ƵŶƋƵĂůŝĨŝĞĚ ZĞǀŝĞǁ ZĞƉŽƌƚ͘ dŚĞ ZĞǀŝĞǁ ZĞƉŽƌƚ ŽĨ ƚŚĞ ƐƚĂƚƵƚŽƌLJ ĂƵĚŝƚŽƌƐ ŝƐ ďĞŝŶŐ ĨŝůĞĚ ǁŝƚŚ ƚŚĞ EĂƚŝŽŶĂů ^ƚŽĐŬ džĐŚĂŶŐĞ ŽĨ /ŶĚŝĂ >ŝŵŝƚĞĚ ;ΖE^ΖͿĂŶĚ^>ƚĚ;Ζ^ΖͿĂŶĚŝƐĂůƐŽĂǀĂŝůĂďůĞŽŶƚŚĞŽŵƉĂŶLJΖƐǁĞďƐŝƚĞ͘
• ϲ͘ ƵƌŝŶŐ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ :ƵŶĞ ϮϬϭϵ ĂŶĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϭϵ͕ ŝŶ ĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚ /E ^ ϯϲ Ͳ /ŵƉĂŝƌŵĞŶƚ ŽĨ ƐƐĞƚƐ͕ ƚŚĞ ŽŵƉĂŶLJ ďĂƐĞĚ ŽŶ ŝƚƐ ĂƐƐĞƐƐŵĞŶƚ ŽĨ ƚŚĞ ďƵƐŝŶĞƐƐ ƉĞƌĨŽƌŵĂŶĐĞŽĨŝƚΖƐƐƵďƐŝĚŝĂƌŝĞƐ͕ƉƌŽǀŝĚĞĚ༤ϭϲĐƌŽƌĞƐĂŶĚƌĞǀĞƌƐĞĚ༤ϯϱĐƌŽƌĞƐƌĞƐƉĞĐƚŝǀĞůLJƚŽǁĂƌĚƐƉƌŽǀŝƐŝŽŶĨŽƌĚŝŵŝŶƵƚŝŽŶŝŶǀĂůƵĞŽĨŝŶǀĞƐƚŵĞŶƚ͘
• ϳ͘ KƚŚĞƌŝŶĐŽŵĞŝŶƚŚĞƉƌĞǀŝŽƵƐLJĞĂƌŝŶĐůƵĚĞƐĚŝǀŝĚĞŶĚŽĨ༤ϲϲ͘ϰϳĐƌŽƌĞƐƌĞĐĞŝǀĞĚĨƌŽŵŽŶĞŽĨƚŚĞƐƵďƐŝĚŝĂƌŝĞƐŽĨƚŚĞŽŵƉĂŶLJ͘
• ϴ͘ &ŽƌŵƵůĂĞĨŽƌĐŽŵƉƵƚĂƚŝŽŶŽĨƌĂƚŝŽƐĂƌĞĂƐĨŽůůŽǁƐ
• ;ĂͿĞďƚĞƋƵŝƚLJƌĂƚŝŽсĞďƚͬEĞƚǁŽƌƚŚ
• Ğďƚ͗EŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐнĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ
• EĞƚǁŽƌƚŚ͗ƋƵŝƚLJƐŚĂƌĞĐĂƉŝƚĂůнKƚŚĞƌĞƋƵŝƚLJ
• ;ďͿĞďƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ;&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚнWƌŝŶĐŝƉĂůƌĞƉĂLJŵĞŶƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚͿ ;ĐͿ/ŶƚĞƌĞƐƚƐĞƌǀŝĐĞĐŽǀĞƌĂŐĞƌĂƚŝŽсWƌŽĨŝƚďĞĨŽƌĞĞdžĐĞƉƚŝŽŶĂůŝƚĞŵƐ͕ƚĂdžĂŶĚĨŝŶĂŶĐĞĐŽƐƚͬ&ŝŶĂŶĐĞĐŽƐƚĚƵƌŝŶŐƚŚĞƉĞƌŝŽĚ
• ϵ͘ dŚĞ ŽŵƉĂŶLJ ŚĂƐ ďĞĞŶ ĂƐƐŝŐŶĞĚ ƚŚĞ ŚŝŐŚĞƐƚ ĐƌĞĚŝƚ ƌĂƚŝŶŐ ŽĨ ΖΖZ/^/> ͬ^ƚĂďůĞΗ Θ Η/Z ;^ƚĂďůĞͿΗ ďLJ Z/^/> ĂŶĚ /Z ƌĞƐƉĞĐƚŝǀĞůLJ ĨŽƌ ůŽŶŐ ƚĞƌŵ ďŽƌƌŽǁŝŶŐƐ ĂŶĚ ΗZ/^/> ϭнΗΘΗ/ZϭнΗďLJZ/^/>ĂŶĚ/ZƌĞƐƉĞĐƚŝǀĞůLJĨŽƌƐŚŽƌƚƚĞƌŵďŽƌƌŽǁŝŶŐƐ͘
• ϭϬ͘ WĂŝĚͲƵƉĚĞďƚĐĂƉŝƚĂůƌĞƉƌĞƐĞŶƚƐEŽŶͲĐƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐ͕ƵƌƌĞŶƚďŽƌƌŽǁŝŶŐƐĂŶĚĞƌƚĂŝŶĐŽŵƉŽŶĞŶƚƐŽĨŽƚŚĞƌĨŝŶĂŶĐŝĂůůŝĂďŝůŝƚŝĞƐ͘
• ϭϭ͘ dŚĞ ůŝƐƚĞĚ ϯͲLJĞĂƌ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ ďŽŶƵƐ ĚĞďĞŶƚƵƌĞƐ ŚĂǀŝŶŐ Ă ĐŽƵƉŽŶ ƌĂƚĞ ŽĨ ϴй Ɖ͘Ă͘ ĂƌĞ ƐĞĐƵƌĞĚ ďLJ ǁĂLJ ŽĨ ƉĂƌŝ ƉĂƐƐƵ ĨůŽĂƚŝŶŐ ĐŚĂƌŐĞ ŽŶ ƚŚĞ ĐƵƌƌĞŶƚ ĂƐƐĞƚƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ĂŶĚ ƚŚĞ ĂƐƐĞƚ ĐŽǀĞƌ ĂƐ ŽŶ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϮϬ ĞdžĐĞĞĚƐ ŽŶĞ ŚƵŶĚƌĞĚ ƉĞƌĐĞŶƚ ŽĨ ƚŚĞ ƉƌŝŶĐŝƉĂů ĂŵŽƵŶƚ͘ dŚĞ ŝŶƚĞƌĞƐƚ ĚƵĞ ĨŽƌ ƚŚĞ ĨŝƌƐƚ LJĞĂƌ ǁĂƐ ƉĂŝĚ ŽŶ Ϯϴ ƵŐƵƐƚ ϮϬϮϬ͕ ďĞŝŶŐ ƚŚĞ ĚƵĞ ĚĂƚĞĨŽƌƉĂLJŵĞŶƚŽĨŝŶƚĞƌĞƐƚ͘dŚĞŶĞdžƚĚƵĞĚĂƚĞĨŽƌƉĂLJŵĞŶƚŽĨŝŶƚĞƌĞƐƚŽŶƚŚĞŶŽŶͲĐŽŶǀĞƌƚŝďůĞĚĞďĞŶƚƵƌĞƐŝƐϮϴƵŐƵƐƚϮϬϮϭ͘
• ϭϮ͘ dŚĞŽĂƌĚŽĨŝƌĞĐƚŽƌƐŽĨƚŚĞŽŵƉĂŶLJĂƚƚŚĞŝƌŵĞĞƚŝŶŐŚĞůĚŽŶϭϳƵŐƵƐƚϮϬϮϬĂƉƉƌŽǀĞĚƚŚĞŝƐƐƵĞŽĨƵŶƐĞĐƵƌĞĚ͕ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ͕ƌĞĚĞĞŵĂďůĞ͕ĨƵůůLJƉĂŝĚͲƵƉĚĞďĞŶƚƵƌĞƐ͕ĂůŽŶŐ ǁŝƚŚ ĂŶ ĂƉƉƌŽƉƌŝĂƚĞ ĐĂƐŚ ĐŽŵƉŽŶĞŶƚ͕ ĂŐŐƌĞŐĂƚŝŶŐ ƚŽ ༤ ϰϭ͘ϱϬ ƉĞƌ ĞƋƵŝƚLJ ƐŚĂƌĞ͕ ƐƵďũĞĐƚ ƚŽ ĂƉƉůŝĐĂďůĞ ƚĂdžĞƐ͕ ďLJ ǁĂLJ ŽĨ ďŽŶƵƐ ƚŽ ƚŚĞ DĞŵďĞƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ ďLJ ƵƚŝůŝnjŝŶŐ ƚŚĞ ŐĞŶĞƌĂů ƌĞƐĞƌǀĞͬƐƵƌƉůƵƐ ŝŶ ƚŚĞ ƉƌŽĨŝƚ ĂŶĚ ůŽƐƐ ĂĐĐŽƵŶƚ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ƵŶĚĞƌ Ă ^ĐŚĞŵĞ ŽĨ ƌƌĂŶŐĞŵĞŶƚ͘ &ƵƌƚŚĞƌ͕ ƚŚĞ ŽĂƌĚ ŽĨ ŝƌĞĐƚŽƌƐ Ăƚ ƚŚĞŝƌ ŵĞĞƚŝŶŐ ŚĞůĚ ŽŶ ϱ KĐƚŽďĞƌ ϮϬϮϬ͕ ĂƉƉƌŽǀĞĚ ƚŚĞ ^ĐŚĞŵĞ ŽĨ ƌƌĂŶŐĞŵĞŶƚ ďĞƚǁĞĞŶ ƌŝƚĂŶŶŝĂ /ŶĚƵƐƚƌŝĞƐ >ŝŵŝƚĞĚ ĂŶĚ ŝƚƐ DĞŵďĞƌƐ ƵŶĚĞƌ ^ĞĐƚŝŽŶƐ ϮϯϬ ƚŽ ϮϯϮ ŽĨ ƚŚĞ ŽŵƉĂŶŝĞƐ Đƚ͕ ϮϬϭϯ ĂŶĚ ŽƚŚĞƌ ĂƉƉůŝĐĂďůĞ ƉƌŽǀŝƐŝŽŶƐ ŽĨ ƚŚĞ Đƚ ǁŚŝĐŚ͕ ŝŶƚĞƌ ĂůŝĂ͕ ƉƌŽǀŝĚĞƐ ĨŽƌ ;ĂͿ /ƐƐƵĞ ŽĨ ϭ ƵŶƐĞĐƵƌĞĚ͕ ŶŽŶͲĐŽŶǀĞƌƚŝďůĞ͕ ƌĞĚĞĞŵĂďůĞ͕ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞďĞŶƚƵƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ Ϯϵ ĞĂĐŚ ĨŽƌ ĞǀĞƌLJ ϭ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞƋƵŝƚLJ ƐŚĂƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ ϭ ĞĂĐŚ ďLJ ƵƚŝůŝnjŝŶŐ ƚŚĞ 'ĞŶĞƌĂů ZĞƐĞƌǀĞ ŽĨ ƚŚĞ ŽŵƉĂŶLJ ĂŶĚ ;ďͿ WĂLJŵĞŶƚ ŽĨ ĚŝǀŝĚĞŶĚ ŽĨ ༤ ϭϮ͘ϱϬ ƉĞƌ ĞǀĞƌLJ ϭ ĨƵůůLJ ƉĂŝĚ ƵƉ ĞƋƵŝƚLJ ƐŚĂƌĞ ŽĨ &ĂĐĞ sĂůƵĞ ༤ ϭ ĞĂĐŚ ďLJ ƵƚŝůŝnjŝŶŐ ŝƚƐ ĂĐĐƵŵƵůĂƚĞĚ ƉƌŽĨŝƚƐ ƚŽ Ăůů ƚŚĞ ŵĞŵďĞƌƐ ŽĨ ƚŚĞ ŽŵƉĂŶLJ͕ ƐƵďũĞĐƚ ƚŽ ĂƉƉƌŽǀĂů ŽĨ ƚŚĞ ^ĐŚĞŵĞ ďLJ ŵĞŵďĞƌƐ ĂŶĚ ƐƚĂƚƵƚŽƌLJͬƌĞŐƵůĂƚŽƌLJ ĂƵƚŚŽƌŝƚŝĞƐŝŶĐůƵĚŝŶŐƚŚĞ^ƚŽĐŬdžĐŚĂŶŐĞƐ͕^/ĂŶĚƚŚĞ,ŽŶΖďůĞEĂƚŝŽŶĂůŽŵƉĂŶLJ>ĂǁdƌŝďƵŶĂů͕<ŽůŬĂƚĂďĞŶĐŚĂŶĚƐƵďũĞĐƚƚŽĚĞĚƵĐƚŝŽŶͬǁŝƚŚŚŽůĚŝŶŐŽĨĂƉƉůŝĐĂďůĞƚĂdžĞƐ͘
• ϭϯ͘ ƵƌŝŶŐ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ ^ĞƉƚĞŵďĞƌ ϮϬϭϵ͕ ƚŚĞ ŽŵƉĂŶLJ ĞůĞĐƚĞĚ ƚŽ ĞdžĞƌĐŝƐĞ ƚŚĞ ŽƉƚŝŽŶ ƉĞƌŵŝƚƚĞĚ ƵŶĚĞƌ ^ĞĐƚŝŽŶ ϭϭϱ ŽĨ ƚŚĞ /ŶĐŽŵĞͲƚĂdž Đƚ͕ ϭϵϲϭ ĂƐ ŝŶƚƌŽĚƵĐĞĚ ďLJ ƚŚĞ dĂdžĂƚŝŽŶ >ĂǁƐ ;ŵĞŶĚŵĞŶƚͿ KƌĚŝŶĂŶĐĞ͕ ϮϬϭϵ͘ ĐĐŽƌĚŝŶŐůLJ͕ ƚŚĞ ŝŵƉĂĐƚ ŽĨ ƚŚĞ ĐŚĂŶŐĞ ;ƌĞĚƵĐƚŝŽŶ ŝŶ ƚĂdž ƌĂƚĞͿ ƌĞůĂƚŝŶŐ ƚŽ ƚŚĞ ƋƵĂƌƚĞƌ ĞŶĚĞĚ ϯϬ :ƵŶĞ ϮϬϭϵ ǁĂƐ ƌĞĐŽŐŶŝƐĞĚ ŝŶ ƚŚĞ ƋƵĂƌƚĞƌĞŶĚĞĚϯϬ^ĞƉƚĞŵďĞƌϮϬϭϵ͘

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&KDUWHUHG\$FFRXQWDQWV

4th November, 2020

To, The General Manager, Listing Department, BSE Limited, P. J. Tower, Dalal Street, Mumbai – 400 001.

Dear Sir / Madam,

Scrip Code: BSE: 500825

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 for the Scheme of Arrangement between Britannia Industries Limited ("Company") and its Members under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme")

We refer to our Application / Case No. 119158 of 2020 filed on October 7, 2020 enclosing all the applicable documents as mentioned in paragraph I (A) (2) of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

Please find attached herewith Report on Complaints ("Report"), in the format prescribed under the SEBI Circular, received by the Company on the draft Scheme during 21 days period from the earlier of date of filing of draft Scheme with BSE Limited 7th October, 2020, hosting the draft Scheme by BSE Limited 13th October, 2020 and hosting the Draft Scheme along with documents specified the listed entity's website 7th October, 2020.

We request you to take the Report on your records and oblige. The said Report is also being uploaded on the website of the Company.

We also request you to provide us the necessary 'Observation Letter' / 'No-objection' at the earliest so as to enable us to file the Scheme with the National Company Law Tribunal Bench at Kolkata

Yours faithfully,

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL DN: c=IN, o=Personal, 2.5.4.20=41a3d22de134005475f6a95210ff791c3587 eec76bce4432e699e528b8380240, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa212acb5 90f32274f5e215b96de758aa514d670c2, cn=THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.04 18:16:18 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Report on Complaints

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly.	NIL
2.	Number of complaints forwarded by BSE / NSE / SEBI.	NIL
3.	Total number of comments / complaints received (1+2).	NIL
4.	Number of complaints resolved.	NIL
5.	Number of complaints pending.	NIL

Part B

Sr. No.	Name of the complainant	Date of Complaint	Status (Resolved / Pending)
	NIL

For Britannia Industries Limited

THULSIDASS VELAYUDHA N THARAYIL Digitally signed by THULSIDASS VELAYUDHAN THARAYIL DN: c=IN, o=Personal, 2.5.4.20=41a3d22de134005475f6a95210ff7 91c3587eec76bce4432e699e528b8380240, postalCode=560102, st=KARNATAKA, serialNumber=47a1cc7402e39351d17484fa 212acb590f32274f5e215b96de758aa514d6 70c2, cn=THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.04 18:16:52 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Date: 04.11.2020 Place: Bengaluru

11th November, 2020

To

The Manager - Listing Department, National Stock Exchange of India Limited Exchange Plaza, 5th Floor, Plot No. C/1, G-Block Bandra-Kurla Complex, Bandra (East) Mumbai – 400 051 Symbol: BRITANNIA

Dear Sir / Madam,

Sub: Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement), Regulations, 2015 for the Scheme of Arrangement between Britannia Industries Limited ("Company") and its Members under the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Scheme")

We refer to our Application / Case No. 24953 of 2020 filed on October 7, 2020 enclosing all the applicable documents as mentioned in paragraph I (A) (2) of SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017.

Please find attached herewith Report on Complaints ("Report"), in the format prescribed under the SEBI Circular, received by the Company on the draft Scheme during 21 days period from the earlier of date of filing of draft Scheme with National Stock Exchange of India Limited (NSE) 7th October, 2020, hosting the draft Scheme by NSE 20th October, 2020 and hosting the Draft Scheme along with documents specified the listed entity's website 7th October, 2020.

We request you to take the Report on your records and oblige. The said Report is also being uploaded on the website of the Company.

We also request you to provide us the necessary 'Observation Letter' / 'No-objection' at the earliest so as to enable us to file the Scheme with the National Company Law Tribunal Bench at Kolkata

Yours faithfully,

For Britannia Industries Limited

+05'30'

THULSIDASS VELAYUDHAN THARAYIL

Digitally signed by THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.11 17:45:14

T.V. Thulsidass Company Secretary Membership No. 20927

Complaints Report for the period from 21st October, 2020 to 10th November, 2020

Part A

Sr. No.	Particulars	Number
1.	Number of complaints received directly.	NIL
2.	Number of complaints forwarded by BSE / NSE / SEBI.	NIL
3.	Total number of comments / complaints received (1+2).	NIL
4.	Number of complaints resolved.	NIL
5.	Number of complaints pending.	NIL

Part B

Sr. No.	Name of the complainant	Date of Complaint	Status (Resolved / Pending)
	NIL

For Britannia Industries Limited

THULSIDASS VELAYUDHAN THARAYIL Digitally signed by THULSIDASS VELAYUDHAN THARAYIL Date: 2020.11.11 17:46:13 +05'30'

T.V. Thulsidass Company Secretary Membership No. 20927

Date: 11.11.2020 Place: Bengaluru

BSE Limited Registered Office: Floor 25, P J Towers, Dalal Street, Mumbai – 400 001, India T : +91 22 2272 8045 / 8055 F : +91 22 2272 3457 www.bseindia.com Corporate Identity Number: L67120MH2005PLC155188

DCS/AMAL/JR/R37/1865/2020-21 "E-Letter" December 17, 2020

The Company Secretary, BRITANNIA INDUSTRIES LTD. 5 / 1 A Hungerford Street, Kolkata, West Bengal, 700017

Dear Sir,

Sub: Observation letter regarding the draft Scheme of Arrangement between Britannia Industries Limited and its members.

We are in receipt of Draft Scheme of Arrangement of Britannia Industries Limited filed as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. CIR/IMD/DF/50/2017 dated May 26, 2017; SEBI vide its letter dated December 16, 2020 has inter alia given the following comment(s) on the draft scheme of arrangement:

• "Company shall ensure that the company discloses the details of ongoing adjudication proceedings and all other enforcement actions taken against the Company, its Promoters and directors."
• "Company shall ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges."
• "Company shall duly comply with various provisions of the Circular."
• "Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the company is obliged to bring the observations to the notice of NCLT."
• "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations."

Accordingly, based on aforesaid comment offered by SEBI, the company is hereby advised:

• To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
• To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
• To duly comply with various provisions of the circulars.

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT..

However, the listing of Debentures of Britannia Industries Ltd shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 and SEBI Circular No. CIR/IMD/DF/50/2017 dated May 26, 2017. Further, Britannia Industries Ltd shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange's criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of Debentures of Britannia Industries Ltd is at the discretion of the Exchange. In addition to the above, the listing of Debentures of Britannia Industries Ltd pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

• 1) The NCDs proposed to be issued pursuant to the scheme will be issued only to the shareholders of the listed entity which has listed its specified securities on the Exchange.
• 2) The minimum tenure of the NCDs shall be one year
• 3) The NCDs proposed to be listed have been assigned such minimum credit rating as specified for public issue of NCDs in terms of SEBI (Issue and Listing of Debt Securities) Regulations, 2008, as the case may be by a credit rating agency registered with the Board. Kindly also mention the actual rating obtained.
• 4) The valuation report has been prepared after considering the valuation of NCDs to be issued pursuant to the scheme.
• 5) The draft scheme contains all the disclosures, as specified under para 5(A)(V) of the SEBI circular CIR/IMD/DF/50/2017 dated May 26, 2017.
• 6) Company shall ensure the following for the proposed issue of NCDs under the scheme:
• a) The captioned issue of NCDs is in compliance with all the applicable provisions of the Companies Act, 2013 including the provisions related to creation and maintenance of Debenture Redemption Reserve.
• b) All such NCDs shall be issued in dematerialised form only.
• c) The company has appointed/ shall appoint the Debenture Trustee in compliance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and Companies Act, 2013.
• d) The company has created / shall create an appropriate charge or security, wherever applicable, in compliance with SEBI (Issue and Listing of Debt Securities) Regulations, 2008 and Companies Act, 2013.
• e) All the provisions of SEBI (Issue and Listing of Debt Securities) Regulations, 2008 have been/ shall be complied with except the provisions related to making a public issue, or making a private placement, or filing of offer document, etc.
• 7) The following provisions shall be incorporated in the scheme:
• i. The Debentures allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange."
• ii. "There shall be no change in the shareholding pattern of Britannia Industries Ltd between the record date and the listing which may affect the status of this approval."

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter, within which the scheme shall be submitted to the NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully,

Sd/-

Nitinkumar Pujari Senior Manager

Ref: NSE/LIST/24953_II December 17, 2020

The Company Secretary Britannia Industries Limited 5/1A, Hugerford Street, Kolkata - 700017

Kind Attn.: Mr. T.V Thulsidass

Dear Sir,

Sub: Observation Letter for Draft Scheme of Arrangement between Britannia Industries Limited and its Members

We are in receipt of the Draft Scheme of Amalgamation between Britannia Industries Limited ("the Company") and its Members vide application dated October 07, 2020.

Based on our letter reference no Ref: NSE/LIST/24953 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017 ('Circular'), kindly find following comments on the draft scheme:

• a. The Company shall ensure to disclose the details of ongoing adjudication proceedings and all other enforcement actions taken against the Company, its promoters and directors.
• b. The Company shall further ensure that additional information, if any, submitted by the Company, after filing the scheme with the stock exchange, from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.
• c. The Company shall duly comply with various provisions of the Circular.
• d. The Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.
• e. It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/ representations. This Document is Digitally Signed Signer: Amit Maruti Phatak

Date: Thu, Dec 17, 2020 11:32:13 IST

Location: NSE

Confidential

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our "No-objection" in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines / Regulations issued by statutory authorities.

The validity of this "Observation Letter" shall be six months from December 17, 2020 within which the scheme shall be submitted to NCLT.

Yours faithfully, For National Stock Exchange of India Limited

Amit Phatak Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL http://www.nseindia.com/corporates/content/further_issues.htm

This Document is Digitally Signed

Signer: Amit Maruti Phatak Date: Thu, Dec 17, 2020 11:32:13 IST Location: NSE

Confidential

NOTES:

---------------------------------------

BRITANNIA INDUSTRIES LIMITED

CIN: L15412WB1918PLC002964

Registered Office: 5/1A, Hungerford Street Kolkata - 700017, West Bengal, India.

Phone: 033 22872439/2057; Fax: 033 22872501

Website: www.britannia.co.in E-mail Id: investorrelations@britindia.com

Before the National Company Law Tribunal, Kolkata Bench Company Application (CAA) No. 1447/KB/2020

In the Matter of :

The Companies Act, 2013

And

In the Matter of :

An application under Sections 230 to 232 of the said Act

And

In the Matter of :

Scheme of Arrangement amongst Britannia Industries Limited and its Members under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013

And

In the Matter of :

Britannia Industries Limited, CIN: L15412WB1918PLC002964, a company incorporated under the Indian Companies Act, 1913 and existing within the meaning of the Companies Act, 2013 having its registered office at 5/1A, Hungerford Street Kolkata -700017, West Bengal, India.

..... Applicant Company

PROXY FORM FOR MEETING OF CP HOLDERS

(Form MGT 11 - Sections 230 and 105 of the Companies Act, 2013 and Rule 19 of the Companies (Management and Administration) Rules, 2014)

Name of CP Holder
Registered Address
Email Id	:
DP ID/Client ID No.	:

I/ We (*) the undersigned CP Holders of Britannia Industries Limited (CIN L15412WB1918PLC002964) do hereby nominate and appoint

1.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	, or failing him/her
2.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	, or failing him/her
3.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	, or failing him/her
4.	Name	:
	Address:	:
	Email ID:	:
	Signature:	:	, or failing him/her

as my/our PROXY to act for me/us at the meeting of the CP Holders of Britannia Industries Limited to be held on Monday, 15 February, 2021 at 2:00 P.M. virtually through Video Conferencing or Other Audio-Visual Means ("VC/OAVM") for the purpose of considering and if thought fit, approving with or without modification, the proposed Scheme of Arrangement between Britannia Industries Limited and its Members and at such meeting or any adjournment thereof to vote for me/us and in my/our name ______________ [here, 'if for', insert 'for'; 'if against', insert 'against' and in the latter case, strike out the words below after 'Scheme of Arrangement'] the said Scheme of Arrangement either with or without modification as my/our proxy may approve

Signed this…………………. day of …………………………………………………………2021	Affix
Signature of CP Holder ………………………………………………………………………………	Revenue Stamp
Signature of Proxy holder(s)…………………………………………………………………………….

NOTES:

• 1. Please affix appropriate Revenue Stamp before putting Signature.
• 1. The proxy duly stamped, signed and completed must be deposited at the Registered Office of the Company at least 48 hours before the commencement of the meeting or sent by Email to investorrelations@britindia.com.
• 1. A proxy need not be a CP Holder of the company
• 1. Alterations, if any made in the form of proxy must be initialed by the CP Holder
• 1. In case of multiple proxies, the Proxy later in the time shall be accepted.
• (*) Strike out whichever not applicable.