This is to inform you that the Board of Directors of the Corporation today, i.e. 21 st May, 2018 has:

Transcription

1 '.'~. POST BOX NO TEL. NOS.: FAX / bbtcl@bom2.vsnl.net.in Website: THE BOMBAY BURMAH TRADING CORPORATION, LIMITED REGD. OFFICE: 9, WALLACE STREET,FORT, MUMBAI , INDIA. CIN: L99999MH1863PLC Ref: GEN 16/ /10 21 st May, 2018 The Secretary Bombay Stock Exchange Ltd., Phiroze Jeejeebhoy Towers, Dalal Street, MUMBAI Equity Scrip Code: Debenture Scrip Code: The Manager Listing Department, National Stock Exchange of India Ltd., Exchange Plaza, 5th Floor, Plot NO.C/1, 'G' Block, BandraKurla Complex, Bandra (E), MUMBAI Symbol: BBTC EQ Dear Sirs, Sub: Outcome of Board Meeting held on 21 st May, 2018 This is to inform you that the Board of Directors of the Corporation today, i.e. 21 st May, 2018 has: at its meeting held e Approved the Audited Financial Statements (Standalone and Consolidated) for thequarterr year ended 31stMarch, 2018; The Reports of the Auditors on the Standalone and Consolidated Financial Resultsofthe Corporationare enclosed herewith e Recommended dividend Re.1.00 (i.e. 50%) per equity share on the face value of Rs.2 each. The Dividend, if declared will be paid 1 dispatched on or after 9 th Auqust, e Decided to hold the Annual General Meeting ('AGM') of the Corporation on Wednesday, 8 th August, Approved to close the Register of Members and Share Transfer Books of the Corporation from Saturday, 28 th July, 2018 to Wednesday, 8 th August, 2018 (both days inclusive) for determining names of Members entitled to Dividend to be declared at the AGM. Pursuant to the provisions of Regulation 33(3)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) it is hereby declared that the Statutory Auditors of the Corporation have issued the Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Results for the year ended 31 st March, contd..2

2 POST BOX NO TEL. NOS.: FAX: / Website: CIN: L99999MH1863PLC THE BOMBAY BURMAH TRADING CORPORATION, REGD. OFFICE: 9, WALLACE STREET,FORT, MUMBAI , INDIA. LIMITED : 2 : This intimation IS also being uploaded on the Corporation's website at The Financial Results are being published in newspapers as required under the provisions of SEBI Listing Regulations. The Board Meeting commenced at a.m. and concluded at 5.30 p.m. Kindly take the same on record. Thanking you, Yours faithfully, For The Bombay Burmah Trading Corporation, Limited I~/ N. H. Datanwala VicePresident Corporate &_ComRany Secretary Encl.:as above

3 ,/ THE BOMBAY BURMAH TRADING CORPORATION, LIMITED Registered Office: Commercial Union House, 9, Wallace Street, Fort, Mumbai Telephone No. : Website: Corporate Identity Number (CIN) : L99999MH1863PLC Statement of standalone audited results for the Quarter and year ended 31st March Three Months ended (Rs. In Lakhs) Year Ended Sr. 31/03/ /12/ /03/ /03/ /03/2017 Particulars No. (Audited) (Audited) (Unaudited) (Audited) (Audited) (Refer note 9) (Refer note 9) 1 Income from operations a) Revenue from operations 5, , , , , b) Other operating income c) Other income , , , , Total income from operations 5, , , Expenses a) Cost of materials consumed 2, , , , , b) Purchase of stockintrade Changes in inventories of finished goods, workinprogress and stockinc) (590.57) (67.75) (36.00) (236.21) 3, trade d) Excise duty on sale of goods (Refer note 7) e) Employee benefits expense 2, , , , , f) Finance costs , , g) Depreciation and amortisation expense h) Other expenses 1, , , , , Total expenses , , Profit / (Loss) before tax (12) (1,750.07) (69.64) (3,091.87) (356.14), 4 Tax expense Current tax Excess provision for earlier year (35.65) Deferred tax (508.82) (508.82) 5 Profit / (Loss) after tax (34)_ (1,241~25) (69.64) (2,583.05) (f20.49) 6 Other Comprehensive Income (net of tax) (212.71) (2.73) 6, (203.77) 6, a Llism: that will not b~ reclassi(j_ed to f}.ro(j_tor lass (245.09) (6.15) 6, _ (266.34J 6, tultsms that will be reclassi(j_ed to pro(j_t or loss 32~J8 3:42 (31.70) (67.00) 7 Total Comprehensive Income for the period [after tax) (5+6) (1,453.96) (72.37) 7, (2,786.82) 6, Paidup equity share capital (Face value of the Share Rs.2/) 1, , , , , Other Equity 27, ~ Earnings per share (of Rs.2/ each) (not annualised) : a) Basic (1.78) (0.10) 0.72 (3.70) (0.46) b) Diluted (1.78) (0.10) 0.72 (3.70) (0.46)

4 : 2: Segment Wise Revenue, Results, Assets, Liabilities and Capital Employed (Rupees in Lakhs] Three Months ended Year Ended Sr. 31/03/ /12/ /03/ /03/ /03/2017 Particulars No. (Audited) (Audited) (Unaudited) (Audited) (Audited) (Refer note 9) (Refer note 9) 1 Segment Revenue a) Plantations (tea) 1, , , , , b) Plantations (coffee) , , c) Auto electrical components 2, , , , , d) Investments , , , e) Healthcare , , f) Others (124.51) g) Unallocated (Refer note 8) 1, , , Total 5, , , , , Less: Inter segment revenue Net sales / income from operations 5, , , , , S~gm~nt results a) Plantations (tea) (693.65) (706.78) (129.45) (1,882.34) (1,311.00) b) Plantations (coffee) (494.01) (28.06) (466.90) c) Auto electrical components , d) Investments , , , e) Healthcare f) Others (600.00) (455.76) (660.90) (1,872.48) (1,762.70) g) Unallocated (Refer note 8) 1, , , Total (990.16) , , Less: Interest (759.91) (Z72.41) (835.00) (3,101.68) (3,368.40) Total Profit / (Loss) before Tax (1,750.07) (69.64) (3,091.87) (356.14) 3 Segment assets a) Plantations (tea) 7, , , , , b) Plantations (coffee) 4, , , , , c) Auto electrical components 7, , , , , d) Investments 40, ,015.5'1 40, , , e) Healthcare 1, , , , , f) Others 3, , , , , g)_ Unallocated _5,050.99_ 4, , ; , Total segment assets 69, , , , , Segment Iiabiliti~s a) Plantations (tea) 1, , , b) Plantations (coffee) c) Auto electrical components 1, , , , , d) Investments 4, , e) Healthcare f) Others g) Unallocated 37, , , , , Total segment liabilities 40, , , , , Capital emplo:,!ed (Segment assets less segment liabilities) a) Plantations (tea) 5, , , , , b) Plantations (coffee) 4, , , , , c) Auto electrical components 5, , , , , d) Investments 40, , , , , e) Healthcare 1, , , , , f) Others 3, , , , , g) Unallocated (32,148.26) (31,391.00) (24,933.00) (32,148.26) (24,931.94) Total capital employed 29, , , , ,713.93

5 : 3 : Notes: 1. Standalone statement of assets and liabilities (Rs. in Lakhs) Asat As at Sr. Particulars 31/03/ /03/2017 No. Audited Audited (A) ASSETS (1) Noncurrent assets (a) Property, plant and equipment 10, , (b) Capital workinprogress (c) Investment property (d) Other intangible assets (e) Intangible assets under development (f) Investment in subsidiaries and associates 27, , (g) Financial assets (i) Investments (ii) Loans (iii) Others (h) Deferred tax assets (Net) (i) Income tax assets (Net) (j) Other noncurrent assets Total Non current assets 41, , (2) Current assets (a) Inventories 6, , (b) Biological assets other than bearer plants (c) Financial assets (i) Investments 1, , (ii) Trade receivables 3, , (iii) Cash and cash equivalents 1, , (iv) Bank balances other than (iii) above (v) Loans 12, , (vi) Others 1, , (d) Othercurrent assets 1; ~ Total Current assets 28, , Total Assets 69, , (B) EQUITY AND_LIABILITIES Equity (a) Equity share capital 1, , (b) Other equity 27, , Total Equity 29, , I.:iabilities (1) Noncurrent liabilities (a) Financial liabilities (i) Borrowings 16, , (ii) Other financial liabilities (b) Provisions Total NonCurrent Liabilities 16, , (2) Current liabilities (a) Financial liabilities (i) Borrowings 18, , (ii) Trade payables 1, ; (iii) Other financial liabilities 3, , (b) Other current liabilities (c) Provisions Total Current Liabilities 23, , Total Equity and Liabilities 69, ,650.70

6 2. Additional disclosure as per Regulation 52 (4) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 Sr. No. Particulars As at 31/03/ Debt equity ratio (in times) Gross Credit Rating by India Rating & Research Pvt. Ltd [AA] Change in credit rating if Any NO 3 Previous due date for the repayment of interest of NonConvertible Debentures (NCDs) 1st January 2018 Interest has been paid YES 4 Previous due date for the repayment of principal of NonConvertible Debentures (NCDs) Principal has been paid 5 Next due date and amount for the payment ofilnterest of NCDs 2nd April 2018, Rs Lakhs 6 Next due date and amount for the repayment of principal of NCDs 30th April 2020, Rs. 15,000 Lakhs 7 Debt Service Coverage Ratio (in times) 0.15 (EBITDA / Gross interest + repayments of long term liabilities) 8 Interest Service Coverage Ratio (in times) 0.00 [PBIT / Gross interest] 9 Debenture redemption reserve 10 Networth (Rs. Lakhs) 29, Net profit after tax (Rs. Lakhs) (2,583.05) 12 Basic earnings per share (Rs) (3.70) 13 Diluted earnings per share (Rs) (3.70) The Company continues to maintain 100% asset cover for the secured NCDs issued by it.

7 Notes: : S : 3 4 The above results and this release have been reviewed and recommended by the Audit Committee of the Board on 21st May 2018 and approved by the Board of Directors on 21st May The above results of the Corporation have been audited by the statutory auditors and they have issued an unqualified audit report on the same. The audit report of the statutory auditors is being filed with the National Stock Exchange of India Limited CNSE') and BSE Ltd CBSE') and is also available on the Corporation's website. S Although there has been no increase in remuneration paid to the Managing Director Mr. Ness Wadia for the financial years and in view of inadequacy of profits, the Corporation has made applications in respect of these years to the Central Government for approval to the payment of Rs. 290 lakhs (excluding retirals of Rs. S9 lakhs) for each of these years as it is in excess of the limits prescribed by Schedule V of the Companies Act, Its approval is awaited. The Board of Directors of the Corporation has recommended a dividend of Re per share of face value of Rs. 2 each, for the financial year ended 31 March Effective 1st July, 2017, sales are recorded net of GST whereas earlier sales were recorded gross of excise duty which formed part of expenses. Hence, revenue from operations for the three months and year ended 31st March, 2018 are not comparable with previous period's corresponding figures. Other income for the year ended 31 March 2018 includes profit from sale of property amounting to Rs.1, lakhs (previous year Rs. 1,406.96Iakhs). 9 The figures of the quarters ended 31 March 2018 and 31 March 2017 are the balancing figures between audited figures in respect of the full financial year and the published unaudited year to date figures upto third quarter of the respective financial years. Also, the figures upto the end of the third quarter were only reviewed and not subjected to audit. 10 Comparative figures have been regrouped / reclassified wherever necessary to conform to current period's presentation. Mumbai, 21st May, 2018 On behalf of the Board of The Bombay Burmah Trading Corporation, ~ jp/ NessWadia Managing Director

8 Sr. No. 1 Income from Operations a) Revenue from operations b) Other operating income c) Other income Total income from Operations THE BOMBAY BURMAH TRADING CORPORATION, LIMITED Registered Office: Commercial Union House, 9, Wallace Street, Fort, Mumbai 400 OOL Telephone No.: Website: Corporate Identity Number (CIN) : L99999MH1863PLC Statement of Consolidated Audited Financial Results for the year ended 31st March Particulars (Rs. In Lakhs) Year Ended 31/03/ /03/2017 Audited Audited Restated (Refer note 41 1,022, , , , , , ,051, Expenses a) Cost of materials consumed b) Purchase of stockintrade c) Changes in Inventories of finished goods.workinprogress and stockintrade d) Excise duty on sale of goods (Refer note 5) e) Employee benefits expense f) Finance costs g) Depreciation and amortisation expense h) Other expenses Total expenses 3 Profit before share of profit of associates [12] 4 Share of (loss) / profit on associates 5 Profit before tax [3+4] 6 Tax expense a) Current Tax b) Deferred Tax Total tax expenses 7 Profit after tax [56] 499, , , , (8.24) 7, , , , , , , , , , , , , (11,904.06) , , , , (247.55) 2, , , , , Other Comprehensive Income (net of tax) ;)Itemsthat will not be7eclassified to profit orloss b) Income tax relating to items that will not be reclassified to profit or 1055 c) Items that will be reclassified to profit or loss 9 Total Comprehensive Income for the year (after tax) [7+8] (363.51) 4, , , , , Profit attributable to a) Owners of the Company b) Non controlling interest 11 Other comprehensive income attributable to a) Owners of the Company b) Non controlling interest 12 Total comprehensive income attributable to a) Owners of the Company b) Non controlling interest 13 Paidup equity share capital (face value of Rs. 2 each) 14 Other Equity 15 Earnings per share (of Rs.2/ each) (not annualised) : a) Basic b) Diluted 27, , , , , , , (10.35) (110.14) , , , , , , , , , , ,

9 : 2: Segment Wise Revenue, Results, Assets, Liabilities and Capital Employed SR. No, 1 Segment Revenue a) Plantations (Tea) b) Plantations (Coffee) c) Auto Electrical Components d) Investments e) Healthcare o Horticulture g) Foodbakery & dairy products h) Others i) Unallocated Total Less: Inter Segment Revenue Net Sales / Income from Operations Particulars Rs in Lakhs YEARENDED 31/ /03/2017 Audited Audited Restated (Refer note 4) 13, , , , , , ,005, , ,051, ,051, , ,872,00 10,938,00 11,886,00 2, ,769,00 937,999,00 576,68 1,420,00 990, , Segment Results a) Plantations (Tea) b) Plantations (Coffee) c) Auto Electrical Components d) Investments e) Healthcare o Horticulture g) Foodbakery & dairy products h) Others i) Unallocated Total Less: Interest Less: Share of (Ioss)/ profit of associates Total Profit before Tax (1,737.72) (466.90) , , (1,875.04) (2,365.74) 148, (5,504.67) (11, , (1,311.00) , ,886, , (1,767.75) (763.15) 132, (4,342.19) , Segment Assets a) Plantations (Tea) 11, , b) Plantations (Coffee) 4, ,287,00 c) Auto Electrical Components 7, , d) Investments 231, , e) Healthcare 1, , Horticulture 10, , g) Foodbakery & dairy products 422, , h) Others 3, , i) Unallocated 141, ,146,34 Total Segment Assets 835, , Segment Liabilities a) Plantations (Tea) b) Plantations (Coffee) c) Auto Electrical Components d) Investments e) Healthcare o Horticulture g) Foodbakery & dairy products h) Others i) Unallocated Total Segment Liabilities 2, , , , , ,220,40 2, , , , , , Capital Employed (Segment Assets Less Segment Liabilities) a) Plantations (Tea) 8, , b) Plantations (Coffee) 4, , c) Auto Electrical Components 5, , d) Investments 231, , e) Healthcare 1, , Horticulture 9, , g) Foodbakery & dairy products 245, , h) Others 3, , i) Unallocated 55, , Total Capital Employed 566,682,69 502,088.54

10 : 3: Notes: 1. Consolidated Statement of Assets and Liabilities (Rs. in Lakhs] Asat Asat Sr. Particulars Audited No. Audited Restated (Refer note 4} (A) ASSETS (1) Noncurrent assets a) Property, plant and equipment 131, , b) Capital workinprogress 20, , c) Investment property 1, , d) Goodwill 103, , e) Other intangible assets , f) Intangible assets under development g) Equity accounted investees 171, , h) Financial assets (i) Investments 22, , (ii) Loans 13, , (iii) Other financial assets , i) Deferred tax assets (Net) 3, j) Current tax assets (Net) 2, , k) Other noncurrent assets 9, , Total noncurrent assets 480, , (2) Current assets a) Inventories 72, , b) Biological assets other than bearer plants c) Financial assets (i) Investments 89, , (ii) Trade receivables 36, , (iii) Cash and cash equivalents 19, , (iv) Bank balances other than (iii) above 5, , (v) Loans 96, , (vi) Other financial assets 11, , d) Other current assets 22, , Total current assets 355, , Total assets [1+2] (B) EQUITYAND LIABILITIES Equity a) Equity ~hare capital 1, , b) Other equity 394, '6, Equity attributable to shareholders of the parent 396, , Non controlling interest 170, , Total equity 566, , Liabilities (1) Noricurrent liabilities a) Financial liabilities (i) Borrowings 61, , (ii) Other financial liabilities 2, , b) Provisions 1, c) Government Grants d) Deferred tax Liabilities (Net) 2, Total noncurrent liabilities 67, , (2) Current liabilities a) Financial liabilities (i) Borrowings 27, , (ii) Trade payables 102, , (iii) Other financial liabilities 37, , b) Other current liabilities 9, , c) Provisions 18, , d) Current tax liabilities (net) 5, , e) Government grants Total current liabilities 201, , Total liabilities (1+2) 269, , Total equity and liabilities

11 Notes (continued) : :4: 2 The above results and this release have been reviewed and recommended by the Audit Committee of the Soard on 21st May 2018 and approved by the Soard of Directors on 21st May The above results of the Corporation have been audited by the statutory auditors and they have issued an unqualified audit report on the same. The audit report of the statutory auditors is being filed with the National Stock Exchange of India Limited ('NSE') and SSE Ltd ('SSE') and is also available on the Corporation's website. 4 Bombay Dyeing & Manufacturing Company Limited ('SDMC') became an associate of the Company pursuant to the purchase of additional equity shares of SDMC by the Company on 20st March Pending the amalgamation of a subsidiary of SDMC with SDMC and resultant nonavailability of the financial statements of SDMC for the year ended 31st March 2017, the consolidated financial statements of the Company for the year ended 31st March 2017 were prepared without giving effect to the adjustments on application of the equity method under IND AS 28 Investments in s and Joint Ventures. During the year ended 31 March 2018, necessary adjustments to rectify the above have been incorporated in the financial statements including restatement of figures for the year ended 31st March Effective 1st July, 2017, sales are recorded net of GST whereas earlier sales were recorded gross of excise duty which formed part of expenses. Hence, revenue from operations for the three months and year ended 31st March, 2018 are not comparable with previous period's corresnondinz figures. 6 The Soard of Directors of the Corporation has recommended a dividend of [50%] (Re per share) of face value of Rs. 2/ for the financial year ended 31st March, Comparative figures have been regrouped / reclassified wherever necessary to conform to current period's presentation. On behalf of the Soard f THE BOMBAY BURMAH TRADING CORPORATION, LIMI/i <: Mumbai, 21st May, 2018 Managing Director

12 B S R & Co. LLP Chartered Accountants 5th Floor, Lodha Excelus, Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai India Telephone +91 (22) Fax +91 (22) Auditors' Report on Standalone Financial Results of The Bombay Burmah Trading Corporation, Limited pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 To Board of Directors of The Bombay Burmah Trading Corporation, Limited We have audited the accompanying annual financial results of The Bombay Burmah Trading Corporation, Limited ('the Company') for the year ended 31 March 2018, attached herewith, being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board ofindia (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), in which are incorporated the returns from branches outside India namely, Johor Bahru in Malaysia and Usambara in Tanzania audited by branch auditors appointed under Section 139 of the Companies Act, Attention is drawn to the fact that the figures for the quarter ended 31 March 2018 and the corresponding quarter ended in the previous year as reported in these standalone financial results are the balancing figures between audited figures in respect of the full financial year and the published year to date figures up to the end of the third quarter of the relevant financial year. Also the figures up to the end of the third quarter had only been reviewed and not subjected to audit. These standalone financial results have been prepared on the basis of the annual standalone financial statements and reviewed quarterly financial results up to the end of the third quarter, which are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial results based on our audit of the annual standalone financial statements which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. We draw attention to Note 5 of the annual standalone financial results which describes the following matters: (a) In respect of managerial remuneration amounting to Rs lakhs for the year ended 31 March 2017, the Company has made an application to the Central Government pursuant to the provisions of Section 197 read with Schedule V of the Act, which is pending approval. (b) In respect of managerial remuneration amounting to Rs lakhs for the year ended 31 March 2018, the Company has made an application to the Central Government pursuant to the provisions of Section 197 read with Schedule V of the Act, which is pending approval. Our opinion is not mod~ in respect of the above matters. vf'v B 5 A III Co (a part"~r"hlp fir", wllh Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB8181) with effect from October 14, 2013 om"". R"IIisL~I.,u 5th Floor, Lodha Excelus Apollo Mills Compound N. M, Jt)sl1l MlIig, ~l1hillaxml Mumbai India

13 B S R & Co. LLP Auditors' Report on Standalone Financial Results of The Bombay Burmah Trading Corporation, Limited pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued) The Bombay Burmah Trading Corporation, Limited In our opinion and to the best of our information and according to the explanations given to us these financial results: (a) are presented in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations in this regard; and (b) give a true and fair view of the net loss and other comprehensive income and other financial information for the year ended 31 March For B S R & Co. LLP Chartered Accountants Firm's Registration No: l01248w/wi00022 Mumbai 21 May 2018 Vijay Mathur Partner Membership No:

14 B S R & Co. LLP Chartered Accountants 5th Floor, Lodha Excelus, Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai India Telephone +91 (22) Fax +91 (22) Auditors' Report on Consolidated Financial Results of The Bombay Burmah Trading Corporation, Limited Pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 To Board of Directors of The Bombay Burmah Trading Corporation, Limited We have audited the annual consolidated financial results of The Bombay Burmah Trading Corporation, Limited (hereinafter referred to as 'the Holding Company') and its subsidiaries (the Holding Company and its subsidiaries together referred to as 'the Group') and its associates for the year ended 3 I March 2018, attached herewith, being submitted by the Holding Company pursuant to the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Securities and Exchange Board ofindia (Listing Obligations and Disclosure Requirements) Regulations, (,Listing Regulations'). These annual consolidated financial results have been prepared from consolidated annual financial statements, which is the responsibility of the Holding Company's management. Our responsibility is to express an opinion on these annual consolidated financial results based on our audit of such consolidated annual financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India and in compliance with Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations. We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial results are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by management. We believe that our audit provides a reasonable basis for our opinion. We refer to Note 4 of the annual consolidated financial results which states that the comparative information presented for the year ended 3 I March, 20 I 7 has been restated to give effect to the adjustments arising from acquisition of additional equity shares of Bombay Dyeing and Manufacturing Company Limited ('BDMC') by the Holding Company and its subsidiary on 20 March 2017, which resulted in BDMC becoming an associate of the Holding Company effective that date, in accordance with equity method prescribed under Ind AS 28 'Investments in s and Joint Ventures'. Our opinion is not modified in respect of this matter. We did not audit the financial statements of 27 subsidiaries included in the annual consolidated financial results, whose annual financial statements reflect total assets of Rs. 729, lakhs as at 3 I March as well as total revenues of Rs.80, lakhs for the year ended on that date. The annual consolidated financial results also include the Group's share of net loss (and other comprehensive income) of Rs I 1, lakhs for the year ended 31 March in respect of 10 associates. These annual financial statements and other financial information have been audited by other auditors whose reports have been furnished to us and our opinion on the annual consolidated financial results, to the extent they have been derived from such annual financial statements is based solely on the report of such other auditors. Our opinion on the annual consolidated financial results is not modified in respect of this matter. ~ B S R & Co Ie partnership firm with Registration No. BA61223) converted into 8 S R & Co. LLP (a Limited Liability, Partnership with LLP Registration No. AAB8181) with effect from October 14, 2013 Registered Office: 5th Floor. Lodha Excelus Apollo Mills Compound N. M. Joshi Marg, Mahalaxmi Mumbai India

15 B S R & Co. LLP Auditors' Report on Consolidated Financial Results of The Bombay Burmah Trading Corporation, Limited Pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued) The Bombay Burmah Trading Corporation, Limited The above includes 24 subsidiaries located out of India whose annual financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective countries and which have been audited by other auditors under generally accepted auditing standards applicable in their respective countries. The Holding Company's management has converted the financial statements of such subsidiaries located outside India from the accounting principles generally accepted in their respective countries to accounting principles generally accepted in India. Our opinion in so far as it relates to the balances and the affairs of such subsidiaries located outside India is based on the report of other auditors and the conversion adjustments prepared by the management of the Holding Company and audited by us. We did not audit the financial statements of 3 subsidiaries whose annual financial statements reflect total assets of Rs. 25, lakhs as at 31 March 2018 and total revenues of Rs Nil lakhs for the year ended on that date, as considered in the annual consolidated financial results. The annual consolidated financial results also include the Group's share of net loss (and other comprehensive income) of Rs lakhs for the year ended 31 March 2018 in respect of 3 associates whose financial statements have not been audited by us. These annual financial statements are unaudited and have been furnished to us by the Management of the Holding Company and our opinion on the annual consolidated financial results, in so far as it relates to the aforesaid subsidiaries and associates is based solely on such unaudited financial results. In our opinion and according to the information and explanations given to us by the management of the Holding Company, these financial results are not material to the Group. Our opinion is not modified in respect of this matter. In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reports of other auditors on separate financial statements and on other information of the subsidiaries and associates as aforesaid, these annual consolidated financial results: (a) include the annual financial results of the entities mentioned in Annexure 1; (b) have been presented in accordance with the requirements of Regulation 33 and Regulation 52 read with Regulation 63(2) of the Listing Regulations in this regard; and (c) give a true and fair view of the consolidated net profit and other comprehensive income and other financial information for the year ended 31 March ForB SR& Co. LLP Chartered Accountants Firm's Registration No: JOI248W/WI00022 Mumbai 21 May 2018 Vijay Mathur Partner Membership No:

16 B S R & Co. LLP Auditors' Report on Consolidated Financial Results of The Bombay Burmah Trading Corporation, Limited Pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued) Annexure 1 to the Auditor's Report List of entities included in the annual consolidated financial results: Entity The Bombay Burmah Trading Corporation, Limited Afco Industrial & Chemicals Limited DPI Products and Services Limited Sea Wind Investment and Trading Company Limited Leila Lands Senderian Berhad Leila Lands Limited Island HortiTech Holdings Pte Limited Island Landscape & Nursery Pte Limited Innovative Organics Inc. Restpoint Investments Limited Granum Inc. d Biscuits International Limited ABI Holdings Limited Britannia Brands Limited Britannia Industries Limited Britannia Dairy Private Limited Daily Bread Gourmet Foods (India) Private Limited Britannia Dairy Holdings Private Limited lb. Mangharam Foods Private Limited International Bakery Products Limited Sunrise Biscuit Company Private Limited Ganges Valley Foods Private Limited Manna Foods Private Limited Britannia and s (Mauritius) Private Limited Britannia and s (Dubai) Private Limited Al Sallan Food Industries Company SAOG Strategic Food International Co. LLC, Dubai Strategic Brands Holding Company Limited Britannia Lanka Private Limited Britannia Nepal Private Limited Naira Holdings Limited Boribunder Finance and Investments Private Limited Flora Investments Company Private Limited Gilt Edge Finance and Investments Private Limited Valletort Enterprises Pte Limited Spargo Enterprises Pte Limited Nacupa Enterprises Pte Limited Dowbiggin Enterprises Pte Limited Bannatyne Enterprises Pte Limited Subham Viniyog Private Limited Vasna Agrex and Herbs Private Limited Snacko Bisc Private Limited Relationship Holding Company

17 B S R & Co. LLP Auditors' Report on Consolidated Financial Results of The Bombay Burmah Trading Corporation, Limited Pursuant to Regulation 33 and Regulation 52 read with Regulation 63(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued) Annexure 1 to the Independent Auditor's Report (Continued) List of entities included in the annual consolidated financial results: Entity Britannia Employees General Welfare Association Private Limited Britannia Employees Educational Welfare Association Private Limited Britannia Employees Medical Welfare Association Private Limited Baymanco Investments BritChip Foods Limited Bombay Dyeing and Manufacturing Company Limited Roshnara Investment & Trading Company Private Limited Lima Investment & Trading Company Private Limited Cincinnati Investment & Trading Company Limited Shadakh Investment & Trading Private Limited MSIL Investments Private Limited Klassik Foods Private Limited Nalanda Biscuits Company Limited Lotus Viniyog Private Limited Medical Microtechnology Limited Harvard Plantations Limited Placid Plantations Limited Sunandaram Foods Private Limited Relationship