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The case study looks in detail, at the issues relating to the repositioning and diversification exercise carried out by Britannia, analysing each step it has taken to that effect. Britannia kicked off its repositioning exercise in 1997 when it changed its logo and corporate slogan as a first step in its makeover plans, aimed at transforming the company from essentially a ''bakery'' business to a ''food'' business. Subsequently as a part of its diversification plans it entered into ''dairy.'' The case examines in detail the process of such a makeover and tries to study the rationale behind it from a marketing and strategic perspective. The case also throws light on the strategies followed by Britannia in its makeover exercise. The case is designed to enable students to understand the nuances in a makeover exercise with special reference to Britannia Industries Limited (BIL). The case stimulates the students to understand the intricacies and rationale involved in repositioning and diversification exercise explaining the reasons for embarking on the same. At the end of the case discussion, students should have grasped the following issues: (1) a general understanding of the process and rationale for the repositioning and diversification strategy of a company; (2) the nuance''s involved in such a makeover plan and appreciate the strategic importance of the same; and (3) to understand the concepts of positioning, brand clustering and price straddling. The case, intended for MBA/PGDBM level students, could be a part of the marketing curriculum.