Directors Report of Speciality Restaurants Ltd.

Mar 31, 2025

Your Directors hereby present the Twenty Sixth Annual Report together with the audited, standalone and consolidated Financial
Statements of the Company for the financial year ended March 31,2025.

1. Financial Results ('' in million)

Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from operations	4,130.76	3,930.96	4,362.49	4,046.96
Other Income	189.74	195.47	192.43	207.14
Total Income	4,320.50	4,126.43	4,554.92	4,254.10
Earnings before Interest, Depreciation,	895.44	871.92	918.43	908.17
Amortization and Tax Less: Finance Costs	142.34	146.02	142.34	146.02
Depreciation /Amortization/Impairment	472.08	410.30	489.98	419.02
Profit before exceptional item and tax	281.02	315.60	286.11	343.13
Share of profit in Joint venture company	-	-	-	9.45
Profit before exceptional item and tax	281.02	315.60	286.11	352.58
Less: Exceptional item	-	-	-	-
Profit before tax for the year period	281.02	315.60	286.11	352.58
Less: Taxes Expenses / (credit) Current Tax	23.50	8.66	23.50	8.66
Adjustment of Tax relating to earlier periods	(1.99)	3.91	(1.99)	3.91
Deferred Tax	45.06	36.52	44.94	39.91
Profit after tax for the year period	214.45	266.51	219.66	300.10
Total other comprehensive income	(178)	(3.25)	6.73	(0.66)
Total comprehensive income for the period	212.67	263.26	226.39	299.44

2. Financial Performance and the state of Company''s affairs

Your Company''s USP is the presence of its brands in multiple formats ranging from Fine Dining, Casual Dining, Resto Bar,
Cloud kitchens and Confectioneries which continues to build on expertise and also keeps innovating with newer formats
to cater to the ever evolving palate of the consumers. Your Company has continued to consolidate its market leadership •

in the Pan-Asian / Oriental cuisine segment. The Company continues to accelerate expansion across markets, enabling
customers to experience its multi-dimensional and globally renowned brand portfolio.

Standalone Performance

During the year under review, there has been no change in the nature of the business of the Company. During the year
under review, your Company opened 6 restaurants, 4 QSR unit of Walters, 1 cloud kitchen, 1 confectionaries, renovated 4
restaurants and acquired one restaurant. Your Company had 71 restaurants (including 9 franchisees), 11 Cloud Kitchens
and 39 confectionaries together with 2 outlets of ''Asia Kitchen by Mainland China'' restaurants in Dubai, UAE and 1 outlet in
Muscat, Oman. The company also operates restaurant under the brand name ''Chourangi'' in London, United Kingdom as at
the end of financial year ended March 31, 2025.

In the year under review, revenue growth of 5.1% was led by same-store sales growth at 5.6%. The gross margin for FY
2024-25 was approximately 69.5% which was similar with the previous FY 2023-24.

The performance of the Company needs to be analysed in the context of the economic and operating environment as under:

(i) The total income of your Company for the year under review was '' 4,320.50 million, as against the previous year''s total
income of '' 4,126.43 million, increased by 4.7%.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to '' 895.44 million (20.7%
of the total income) as against '' 871.92 million (21.1% of the total income) in the previous year.

(iii) Total comprehensive income for the year under review was '' 212.67 million as against '' 263.26 million in the previous
year.

Consolidated Performance

Consolidated Revenue from operations for the year under review was at '' 4,362.49 million, grew by 7.8%.

Consolidated Total Income for the FY 2024-25 was '' 4,554.92 million, higher by 7.1% than the previous year''s Total Income
of '' 4,254.10 million.

Caterland Hospitality Ltd., step down subsidiary company registered de-growth in sales and profitability during FY 2024-25
due to challenging business environment in the city of London.

The detailed analysis on financial performance is included under the Management Discussion and Analysis Report, which
forms part of the Report.

3. Dividend on Equity Shares

Your Directors are pleased to recommend a dividend of '' 1/- per share (10%) on Equity Shares of '' 10/- each for the
financial year ended March 31, 2025 (previous year - '' 1.00 per share (10%).

The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy of the Company.
The dividend will be paid out of the profits for the financial year ended March 31, 2025.

The total outflow towards dividend on Equity Shares would be '' 4.83 crore resulting in a dividend pay-out of 22% of the
standalone profits of the Company. The dividend once declared by the Shareholders at the ensuing AGM will be paid within
the timelines prescribed under the Companies Act, 2013 (“Companies Act”) and Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), subject to deduction of tax as
may be applicable.

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company have adopted a Dividend
Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution
of profits among its Members. The said Policy is available on the website of the Company under the ''Investors'' section at
www.speciality.co.in.

4. Record Date

The Record Date fixed for determining entitlement of shareholders to final dividend for the financial year ended as on March
31, 2025, if declared at the ensuing AGM, is Thursday, August 28, 2025.

5. Transfer to Reserves

As permitted under the Companies Act, the Board does not propose to transfer any amount to general reserve and has
decided to retain the entire amount of profit for Financial Year 2024-25 in the profit and loss account.

6. Audited Financial Statements

As per Regulation 34(2) of the Listing Regulations, Audited Financial Statements (Standalone and Consolidated) for the
financial year ended March 31, 2025 i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are
appended hereto.

There have been no material changes and commitments, which affect the financial position of the Company subsequent to
the close of the financial year ended March 31,2025 and till the date of this report, which forms a part of the Annual Report.

7. Subsidiary

As defined under the Companies Act, the Company has three (3) wholly owned subsidiary companies and one (1) step down
subsidiaries as on March 31, 2025. There has been no material change in the nature of the business of the subsidiaries.

Wholly Owned Subsidiaries

a. Speciality Hospitality UK Limited was incorporated as a private limited company, limited by shares (bearing company
number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its
registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

b. Speciality Hospitality US, Inc. (bearing company number 803423900) was incorporated on September 19, 2019, which
is registered with Office of the Secretary of State of Texas, having its registered office at 6161 Savoy Drive, Suite 1000,
Houston TX 77036.

c. Speciality Hotels India Private Limited became wholly owned subsidiary company on August 2, 2022.

Step Down Subsidiaries

a. Caterland Hospitality Ltd., a step down subsidiary company of the Company operates “CHOURANGI” restaurant at 3
Old Quebec St, London W1H 7AF with effect from October 7, 2021.

Chourangi is the first venture of the Company through its subsidiary, in the city of London. It has introduced London''s
discerning food lovers to the unexplored cuisine of Calcutta - three centuries old and still evolving, bursting with taste
and flavours that have never before been encountered in this city. Turnover for the financial year ended March 31,2025
was GBP 21,47,852 and profit after tax was GBP 47,971.

b. Foodland Ventures, LLC, a step down subsidiary company of the Company incorporated to setup, own and operate
restaurants in United States of America under Foodland Ventures LLC in the year 2019.

Joint Venture partners of Foodland Ventures, LLC voluntarily wind up of Foodland Ventures LLC. The Certificate from
Texas Comptroller of Public Accounts and Certificate of termination from the Office of the Secretary of State of Texas
was received on June 18, 2024 for voluntary winding up of Foodland Ventures LLC.

< For further analysis on the consolidated performance, attention is invited to the section on Management Discussion and
Analysis, notes to the consolidated financials and Form No. AOC - 1.

< The Consolidated Financial Statements of your Company, its joint venture, wholly owned subsidiaries and step-down
subsidiaries, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of
India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial
statements of the wholly owned subsidiaries and step-down subsidiaries in Form AOC-1 is attached to the Financial
Statements of your Company.

8. Scheme of Arrangement

On October 20, 2022, the Board of Directors approved the Scheme of Arrangement between Speciality Restaurants
Limited (“Demerged Company”) and Speciality Hotels India Private Limited (“Resulting Company”) and their respective
shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, the rules and/
or regulations made thereunder, subject to requisite statutory approvals. The scheme envisages demerger of Leasehold
land at Bhubaneswar, Orissa allotted to the Company to set up ''food park'' business to exploit growth potential of the Land.

During the year under review, NCLT by an order dated April 5, 2024 read with Corrigendum to the Order dated April 5,
2024 received on May 20, 2024 directed the Company to convene a separate meeting of the Equity Shareholders of the
Company, for the purpose of considering and, if thought fit, approving the Scheme.

The Scheme was approved by the shareholders of the Company with requisite majority at their meeting held on July 1,2024
and subsequently Company had filed Company Petition to the Hon''ble NCLT for its approval.

The NCLT hearing is completed on April 4, 2025 and order is reserved.

The Scheme and other documents are hosted on the website of the Company, which can be accessed at the link - https://
speciality.co.in/investors.html# .

9. Awards and Recognition

Your Company''s brand initiatives have been recognized and appreciated across forums. During the year under review your «
Company has won the following awards:

Mainland China	Certificate of Excellence Pan-Asia on a Plate (Oriental) The Telegraph Food Awards 2025
Mainland China	Best Chinese - Premium Dining Times Food and Nightlife Awards 2025
Oh! Calcutta	Bong Bhoj (Bengali Cuisine) - The Telegraph Food Awards 2025
Oh! Calcutta	Best Regional Cuisine - Eazydiner Foodie Awards
Oh! Calcutta	Casual Dining (Best Regional Indian - Bengali) - Times Food and Nightlife Awards 2024
Riyasat	Desi Flavours (India Cuisine) The Telegraph Food Awards 2025
Sigree	Best F&B Category Times Food and Nightlife Awards 2025
Flame & Grill	Best Barbeque - Times Food and Nightlife Awards 2024
Cafe Mezzuna	Global (World Cuisine) - The Telegraph Food Awards 2025 ** ** ** **
Cafe Mezzuna	Best Mediterranean - Times Food and Nightlife Awards 2024
Sweet Bengal	Best Mithai - Times Food and Nightlife Awards 2024

10. Fund Raising

The Members at its Extra Ordinary General Meeting held on January 18, 2023, approved the resolution for issue of 60,00,000
Warrants convertible into Equity Shares, on preferential basis to the proposed allottees in accordance with provisions of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR)
Regulations”), for an amount aggregating to '' 1,272.30 million.

The Board at its Meeting held on February 2, 2023 on receipt of 25% of the warrant issue price i.e. '' 53.02 per warrant
amounting to '' 318.12 million allotted 60,00,000 warrants to the proposed allottees.

The details of utilization of the Funds raised through issuance of warrants convertible into equity shares, on preferential
basis as on March 31,2025 are provided in the Corporate Governance Report. During the year ended March 31,2025, there
was no deviation or variation in the use of funds raised through Issue of Warrants convertible into Equity Shares, issued
on preferential basis from the Objects as stated in the Explanatory Statement to the Notice of the Extraordinary General
Meeting of the Company dated December 21, 2022.

The Board of Directors of the Company at its Meeting had allotted equity shares, in lieu of exercise of the conversion of
warrants to warrant holders upon payment of 75% i.e. '' 159.03 (Rupees One Hundred and Fifty Nine and Three Paise only)
each which was as follows:

Date of the Board Meeting	No. of Warrants converted into equity shares	Amount received (?)
April 29, 2023	6,00,000	9,54,18,000
October 19, 2023	5,00,000	7,95,15,000
November 7, 2023	40,000	63,61,200
August 6, 2024	1,38,000	2,19,46,140
Total	12,78,000	20,32,40,340

The Board at its Meeting held on August 6, 2024 considered and approved the forfeiture of '' 25,03,60,440/-, being 25% of
the upfront payment made towards warrant subscription amount paid by the 14 warrant holders holding 47,22,000 warrants
issued on preferential allotment basis, due to the non-exercise of warrants into equity shares by such warrant holders along
with payment of balance 75% of warrants exercise price to the Company on or before August 1, 2024, in terms of Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

, • The Company has utilized entire funds raised through preferential allotment as of March 31, 2025, towards the stated
Objects.

11. Directors and Key Managerial Personnel

(i) Directors

During the year under review and as on the date of the report, the composition of the Board consists of 10 Directors
comprising 5 Independent Directors, 4 Executive Directors and 1 Non-Executive Director.

(ii) Independent Directors , ''

In terms of the definition of ''Independent Director'' as prescribed under Listing Regulations and the section 149(6)
of the Companies Act, the Company has received necessary declaration from each independent director under the
Companies Act, to the effect that each of them meet the criteria of independence laid down in the Companies Act
and the Listing Regulations and they are not aware of any circumstance or situation, which exists or is anticipated,
that could impair or impact their ability to discharge their duties with an objective independent judgement and without
any external influence as required under the Listing Regulations. The Independent Directors have complied with the
code for Independent Directors prescribed in Schedule IV to the Companies Act. There has been no change in the • *
circumstances affecting their status as independent directors of the Company.

The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ullal Ravindra Bhat;

2. Mr. Rakesh Pandey;

3. Dr. Anita Bandyopadhyay;

4. Mr. Rakesh Mathur; and

5. Mr. Utkarsh Sinha

In terms of Section 150 of the Companies Act and Rule 6 of the Companies (Appointments and Qualifications of
Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves
with the databank maintained by The Indian Institute of Corporate Affairs (“MCA”). Mr. Rakesh Mathur and Mr. Utkarsh
Sinha are required to undergo the online proficiency self-assessment test conducted by the IICA within the prescribed
period.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the
Companies Act and applicable rules thereunder) of all the Independent Directors.

On June 19, 2024, Board of Directors appointed Mr. Utkarsh Sinha (DIN: 07809054) as an Independent Director of
the Company and Mr. Aditya Ghosh as Non-Executive Non-Independent Director with effect from July 1, 2024 and the
Members of the Company approved their appointment passed at the 25^th Annual General Meeting of the Company held
on September 20, 2024.

(iii) Woman Director

Mrs. Suchhanda Chatterjee is a Director of the Company since the incorporation of the Company.

Dr. Anita Bandyopadhyay is on the Board of the Company as an Independent Director of the Company with effect from
February 3, 2020.

The requirements of the provisions of Section 149 of the Companies Act and Regulation 17(1) of the Listing Regulations
have been complied with by the Company.

(iv) Managing Director and Whole-time Directors

Mr. Anjanmoy Chatterjee (DIN: 00200443) has been serving as the Managing Director of the Company since December
2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

, • Mrs. Suchhanda Chatterjee (DIN: 00226893) has been serving as the Whole-time Director (designated as Executive
Director - Interior and Design) of the Company with effect from July 1, 2010.

Mr. Indranil Chatterjee (DIN: 00200577) was designated and appointed as Whole-time Director (Deputy Managing
Director) of the Company with effect from February 3, 2020.

Mr. Avik Chatterjee (DIN: 06452245) was appointed as Whole-time Director (designated as Executive Director -
Innovation and New Formats) of the Company with effect from February 3, 2020.

(v) Re-appointment of Director
Indranil Chatterjee (DIN: 00200577)

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Indranil
Chatterjee, (DIN: 00200577) Director of the Company retires by rotation at the ensuing annual general meeting and
being eligible, offers himself for re-appointment. A resolution seeking Members'' approval for his re-appointment forms
part of the Notice of the ensuing 26^th Annual General Meeting.

Suchhanda Chatterjee (DIN: 00226893)

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mrs. Suchhanda
Chatterjee, (DIN: 00226893) Director of the Company retires by rotation at the ensuing annual general meeting and
being eligible, offers herself for re-appointment. A resolution seeking Members'' approval for her re-appointment forms
part of the Notice of the ensuing 26^th Annual General Meeting.

Further details about the directors seeking re-appointment in the ensuing annual general meeting are annexed to the ,
notice which is being sent to the members along with the Annual Report.

(vi) Key Managerial Personnel

Mr. Anjanmoy Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil
Chatterjee, Deputy Managing Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash
Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions
of the Companies Act.

(vii) Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, the Listing Regulations and SEBI Guidance Note on the
Board Evaluation dated January 5, 2017, the Board has carried out an annual evaluation of its own performance, the
performance of its directors as well as evaluation of its committees.

The manner in which the formal annual evaluation of the directors, committees of the Board and the Board as a whole
is disclosed in the report on the Corporate Governance which forms part of the Annual Report.

(viii) Policy on Directors'' appointment, remuneration and other details

The Company''s policy relating to remuneration of directors, key managerial personnel, senior management and other
employees as stipulated in Section 178 (3) of the Companies Act has been disclosed in the Corporate Governance
report, which forms part of this report.

(ix) Number of Board Meetings

The Board of Directors met four (4) times during the financial year ended March 31, 2025 and the intervening gap
between the meetings did not exceed the period specified under Companies Act. Detailed information on the meetings
of the Board is included in the report on the Corporate Governance which forms part of this Annual Report. Measures
were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of
the Board members.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31,

2025, the detailed information of which is included in the report on the Corporate Governance. • *

The Meeting of the Independent Directors was last held on March 17, 2025.

(x) Committees of the Board

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Risk Management Committee

e) Stakeholders'' Relationship Committee

* During the year under review, all recommendations of the Committees were approved by the Board. The details of the

• composition of the Committees, changes, if any to such composition during the year including no. of meetings held,

, • attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms part

of the Annual Report.

(xi) Pecuniary relationship or transactions with the Company

• During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship
or transactions with the Company, other than receipt of payment of sitting fees for the purpose of attending meetings of
the Board/ Committee(s) of the Company and commission on the net profit for the financial year 2023-24.

12. Share Capital

• During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from
'' 48,09,76,570/- comprising of 4,80,97,657 equity shares of '' 10/- each to '' 48,23,56,570/- comprising of 4,82,35,657 equity
shares of '' 10/- each pursuant to allotment of 1,38,000 equity shares upon conversion of warrants into equity shares.

The authorized share capital of the Company as on March 31,2025 was '' 67,00,00,000 (Rupees Sixty Seven Crores only)
divided into 6,00,00,000 Equity Shares of '' 10/- each and 70,00,000 compulsorily convertible preference shares of '' 10/-
each.

13. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year under
review by your Company. The details of the transactions with related parties are provided in the accompanying financial
statements.

The Related Party Transactions entered into during the year under review were in the ordinary course of business, at
arm''s length basis and were in compliance with the applicable provisions of the Companies Act read with the rules framed
thereunder and the Listing Regulations. No material related party transactions were entered into during the year under
review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act • *
in Form No. AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this
Annual Report.

In terms of Regulation 23 of the Listing Regulations, the Company has submitted details of Related Party Transactions as
per the prescribed format to the stock exchanges on a half-yearly basis and can be accessed at www.bseindia.com and
www.nseindia.com.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the
Board is uploaded on the Company''s website at the following web link https://www. speciality. co.in/investors.html?click=link1

14. Report on Corporate Governance

The report on the Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V to the Listing
Regulations forms part of the Annual Report. The requisite certificate from the practicing company secretaries confirming
compliance with the conditions of the Corporate Governance as stipulated under the Listing Regulations is attached to
report on the Corporate Governance.

15. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the
financial year under review is provided in a separate section forming part of this report.

16. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the
society along with conducting its business in a way that creates a positive impact and enhances stakeholder value.

As per Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives
taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

17. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on the Corporate Governance
which forms part of this report.

18. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee
(“CSR Committee”) under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board
¦ has formulated a CSR Policy which has been uploaded on the website of the Company at https://www.speciality.co.in/

• investors.html?click=link1.

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act is annexed as Annexure A
which forms part of this report.

19. Vigil Mechanism / Whistle Blower Policy

_# "In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act and Regulation 22 of the Listing
Regulations, a vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil
Mechanism Policy has been uploaded on the website of the Company at https://specialitv.co.in/pdf/pdf 2/Policies/VIGIL
MECHANISM POLICY.pdf

20. Risk Management

, • Your Company has constituted Risk Management Committee to monitor and review the risk management plan and such
other functions as assigned from time to time.

_# • The Company has set up a Risk Management Committee which is chaired by Mr. Rakesh Pandey, Independent Director, to
monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks.
Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

Your Company has in place a Risk Management Policy to identify and evaluate business and other risks. The Company
recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve
business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and
operational risks, through strategic timely actions. The development and implementation of the risk management policy has
been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

21. Particulars of loans, guarantees or investments

Disclosure on the particulars relating to loans, guarantees or investments made by the Company during the financial year
ended March 31, 2025 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

22. Consolidated Financial Statements

According to Section 129(3) of the Companies Act, the Consolidated Financial Statements of the Company, its joint venture
company, wholly owned subsidiaries and step-down subsidiaries for the financial year 2024-25 are prepared in accordance
with the accounting principles generally accepted in India, including the accounting standards specified under Section 133
of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are
reflected in the Consolidated Financial Statements of the Company.

The Company prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section
133 of the Companies Act notified under the Companies (Accounting Standard) Rules, 2006.

In accordance with the third proviso of Section 136(1) of the Companies Act, the Annual Report of the Company, containing
therein its standalone and the consolidated financial statements, has been placed on the website of the Company,
www.speciality.co.in. Further, financial statements of wholly owned subsidiaries have also been placed on the website of
the Company i.e. www.speciality.co.in.

23. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures which
commensurate with its size and the nature of its operations. Such controls are operating effectively to ensure accuracy and
completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and
efficient conduct of business.

In addition, during financial year 2024-25, as required under Section 143 of the Companies Act, the statutory auditors have
evaluated and expressed an opinion on the Company''s internal financial controls over financial reporting based on an audit.
In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and
such internal financial controls over financial reporting were operating effectively as on March 31, 2025.

Details of the internal controls system are included in the Management Discussion and Analysis Report, which forms part of
the Annual Report.

24. Auditors and Audit Reports

(i) Statutory Auditors and their report

At the twenty fifth annual general meeting held on September 20, 2024, the Members approved re-appointment of
M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the Company
(the “Statutory Auditors”) to hold office for a period of five years from the conclusion of the twenty fifth annual general
meeting till the conclusion of the thirtieth annual general meeting to be held in the year 2029. The Statutory Auditors''
Report for the financial year 2024-25 on the financial statements of the Company forms part of this Annual Report. The
report does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the
Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

(ii) Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had appointed M/s. T Chatterjee and Associates, a firm of company
secretaries in practice, to conduct the secretarial audit of the Company for the financial year ended March 31, 2025.
The Secretarial Audit Report for the financial year ended March 31,2025 is annexed as Annexure B which forms part of
this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the
following:

1. National Stock Exchange of India Limited (NSE) vide their letter dated September 12, 2024 and BSE Limited
vide their email dated September 13, 2024 respectively, imposed a fine of '' 1,00,000/- each on the Company in
relation to certain non-compliance under Regulation 162 of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 read with Point No. 2 of SEBI Master Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094
dated June 21, 2023.

Action Taken & Response to the Stock Exchanges: The Company has paid the fine and made the disclosures of
the above to the Stock Exchanges on September 13, 2024.

2. The Company has received an advisory letter from National Stock Exchange of India Limited dated November
13, 2024, for the warrants that could not be kept under lock-in as required under the SEBI ICDR Regulations and
advised the Company to be careful in the future.

Action Taken & Response to the Stock Exchanges: The said advisory letter was placed before the Board of
Directors at their meeting held on November 14, 2024. The Company has made disclosure of the above to the
Stock Exchanges on November 14, 2024.

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024,
the Board of Directors of the Company on recommendation of Audit Committee has appointed M/s. T Chatterjee and
Associates, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from
April 1, 2025 till March 31,2030. The appointment will be subject to shareholder''s approval at the ensuing AGM.

M/s. T Chatterjee & Associates, have confirmed their eligibility under Section 204 of the Companies Act and the rules
framed thereunder, Regulation 24A of the Listing Regulations for appointment as Secretarial Auditors of the Company.
As required under the Listing Regulations, the Secretarial Auditors have also confirmed that they hold a valid certificate
issued by the Peer Review Board of The Institute of Company Secretaries of India.

The ordinary resolution for appointment of M/s. T. Chatterjee & Associates as Secretarial Auditors of the Company
forms part of the Notice of the ensuing AGM scheduled to be held on Thursday, September 4, 2025.

25. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board
Meetings and General Meetings.

26. Particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197
of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are annexed as Annexure C which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the Members of the Company upon request.
In terms of Section 136 of the Companies Act, the report and accounts are being sent to the Members and others entitled
thereto, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the
company secretary.

27. Statutory Disclosures

(i) Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

1. Conservation of Energy

The disclosures required as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule
8(3)(A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remains conscious about the environmental
impact of its business operations and continuously strives to improve energy efficiency through various initiatives.
During the year, the Company continued to undertake a variety of energy conservation measures across all its
restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy
efficient system and processes.

The company has installed LED lighting in all its restaurants and confectionaries. It also focuses on purchasing
energy-efficient equipment, resulting in a lower carbon footprint.

The Company has installed 20KW solar power plant at its restaurant premises at Greater Kailash (GK—II) at New
Delhi.

2. Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section
134(3)(m) of the Companies Act read with Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 regarding
technology absorption. The Company continues to adopt and use the latest technologies to improve the efficiency
and effectiveness of its business operations.

3. (Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(C)
the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and foreign
exchange outgo during the year under review in terms of actual outflows are given below:

Foreign Exchange Earnings and Outgo	FY 2024-25	FY 2023-24
Foreign Exchange Earned in terms of actual inflows	22.51	28.36
Foreign Exchange Outgo in terms of actual outflows	3.08	5.05

(ii) Prevention of Sexual Harassment:

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention,
prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and
redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committees under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of
Internal Complaints Committees and no complaint has been received during the year under review.

(iii) No stock options were granted to the directors of your Company during the year under review.

(iv) Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in
the Directors'' Report.

28. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Companies Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares including sweat equity shares to employees of the Company under any scheme.

(iv) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission
from the subsidiary Companies.

(v) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern
status and Company''s operations in future.

(vi) The Company is not required to maintain the cost records as specified by the Central Government under section 148
(1) of the Companies Act and rules made thereunder.

(vii) The requirement to disclose the details of difference between amount of the valuation done at the time of one time
settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons
thereof, is not applicable.

29. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which
are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or
other Courts except application filed by the Company as an Operational Creditor under section 60(5)(a) of Insolvency and
Bankruptcy Code, 2006, to direct the resolution professional to admit its claim for seeking relief against the Corporate
Debtor.

30. Credit Ratings

The credit ratings obtained by the Company along with any revision thereto has been disclosed in the Corporate Governance
Report which forms part of this report.

31. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link:
https://specialitv.co.in/investors .

32. Directors'' Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31,2025, the applicable accounting standards have
been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the
financial year ended March 31, 2025 and of the profits of the Company for that period;

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and
operating effectively; and

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

33. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks,
government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and
employees of the Company.

For and on behalf of the Board of Directors
''Speciality Restaurants Limited

Anjanmoy Chatterjee

Place: Mumbai Chairman & Managing Director

Date: May 12, 2025 (DIN: 00200443)

---

Mar 31, 2024

Your Directors hereby present the Twenty Fifth Annual Report together with the audited, standalone and consolidated Financial Statements of the Company for the financial year ended March 31,2024.

1. Financial Results ('' in million)

Particulars	Standalone		Consolidated
	March 31, 2024	March 31, 2023	March 31, 2024	March 31,2023
Revenue from operations	3,931.0	3,749.7	4,047.0	3,749.7
Other Income	195.5	237.4	207.1	241.2
Total Income	4,126.5	3,987.1	4,254.1	3,990.9
Earnings before Interest, Depreciation,	871.9	1,002.7	908.1	1,006.1
Amortization and Tax Less: Finance Costs	146.0	139.1	146.0	139.1
Depreciation /Amortization/Impairment	410.3	317.2	419.0	317.2
Profit before exceptional item and tax	315.6	546.4	343.1	549.8
Share of profit in Joint venture company	-	-	9.5	0.7
Profit before exceptional item and tax	315.6	546.4	352.6	550.5
Less: Exceptional item	-	75.9	-	83.9
Profit before Tax	315.6	622.3	352.6	634.4
Less: Taxes Expenses / (credit) Current Tax	8.7	0.6	8.7	0.6
Adjustment of Tax relating to earlier periods	3.9	-	3.9	-
Deferred Tax	36.5	(334.1)	39.9	(334.1)
Profit for the year	266.5	955.8	300.1	967.9
Total other comprehensive income	(3.3)	0.7	(0.7)	1.9
Total comprehensive income for the period	263.2	956.5	299.4	969.8

2. Financial Performance and the state of Company''s affairs Standalone Performance

Your Company has continued to consolidate its market leadership in the Pan-Asian cuisine segment.

Your Company''s brand presence in multiple formats ranging from Fine Dining, Casual Dining, Resto Bar, Cloud kitchens and Confectioneries which continues to build on expertise and also keeps innovating with newer formats to cater to the evolving palate of the consumers.

During the year under review, the Company has opened ''Asia Kitchen by Mainland China'' franchise restaurant in the Mall of Oman at Muscat, Oman. The Company continues to accelerate expansion across markets, enabling customers to experience its multi-dimensional and globally renowned brand portfolio.

During the year under review, there has been no change in the nature of the business of the Company.

During the year under review, your Company opened 3 restaurants (including 1 franchise restaurant) and 2 confectionaries. At the end of financial year ended March 31, 2024, your Company had 70 restaurants (including 15 franchisees), 14 Cloud Kitchens and 42 confectionaries.

In FY 2023-24 revenue growth of 4.8% was led by same-store sales growth at 3.2%. The gross margin for FY 2023-24 was approximately 69.4% which was similar with the previous FY 2022-23.

The performance of the Company needs to be analysed in the context of the economic and operating environment as under:

(i) The total income of your Company for the year under review was '' 4,126.5 million, as against the previous year''s total income of '' 3,987.1 million, increased by 3.5%.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to '' 871.9 million (22.2% of the revenue) as against '' 1,002.7 million (26.7% of the revenue) in the previous year.

(iii) Total comprehensive income for the year under review was '' 263.3 million as against '' 956.5 million in the previous year.

Consolidated Performance

Consolidated Revenue from operations for the year under review was at '' 4,047.0 million, grew by 7.9%. Revenue growth was largely driven by re-classifying Caterland Hospitality Limited from Joint Venture Company to Subsidiary under Ind AS 103 Business Combinations and Ind AS 110 Consolidated Financial Statements with effect from October 01, 2023. In this context, the Board had recognized rights of Speciality Hospitality UK Limited, Wholly Owned Subsidiary of the Company in operating activities of Caterland Hospitality Limited, Step down Subsidiary company of the Company.

Consolidated Total Income for the FY 2023-24 was '' 4,254.1 million, higher by 6.6% than the previous year''s Total Income of '' 3,990.9 million.

Caterland Hospitality Ltd. registered growth in business volumes and profitability during FY 2023-24. Caterland Hospitality Ltd. continued its profitable path registering the year at record Turnover, EBITDA, EBITDA margins and Profit after Tax.

The detailed analysis on financial performance is included under the Management Discussion and Analysis Report, which forms part of the Report.

3. Dividend on Equity Shares

Your Directors are pleased to recommend a dividend of '' 1.00 per share (10%) on Equity Shares of '' 10/- each for the financial year ended March 31, 2024 (previous year - '' 2.5 per share (25%).

The Board recommended the dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and the dividend will be paid out of the profits for the financial year ended March 31, 2024 after the same is declared in the ensuing Annual General Meeting of the Company.

The total outflow towards dividend on Equity Shares would be '' 48 million resulting in a dividend pay-out of 18% of the standalone profits of the Company. The dividend once declared by the Shareholders will be paid within the timelines prescribed under the Companies Act, 2013 (“Companies Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the ''Investors'' section at www.specialitv.co.in.

4. Book closure

In order to determine the eligibility of the shareholders to vote and to receive the dividend for the financial year ended on March 31, 2024, the Register of Members and Share Transfer Books of the Company will be closed from Saturday, September 14, 2024 to Friday, September 20, 2024 (both days inclusive).

5. Transfer to Reserves

As permitted under the Companies Act, the Board has decided to retain the profit for the Financial Year 2023-24 in the statement of profit and loss account.

6. Audited Financial Statements

As per Regulation 34(2) of the Listing Regulations, Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024 i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are appended hereto.

There have been no material changes and commitments, which affect the financial position of the Company subsequent to the close of the financial year ended March 31,2024 and till the date of this report, which forms a part of the Annual Report.

7. Subsidiary

As defined under the Companies Act, the Company has 3 wholly owned subsidiary companies and 2 step down subsidiaries as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries.

Wholly Owned Subsidiaries

a. Speciality Hospitality UK Limited was incorporated as a private limited company, limited by shares (bearing company number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

b. Speciality Hospitality US, Inc. (bearing company number 803423900) was incorporated on September 19, 2019, which is registered with Office of the Secretary of State of Texas, having its registered office at 6161 Savoy Drive, Suite 1000, Houston TX 77036.

c. Speciality Hotels India Private Limited became wholly owned subsidiary company on August 2, 2022. The Company holds 100% Equity Share Capital of Speciality Hotels India Private Limited.

Step Down Subsidiaries

a. Caterland Hospitality Ltd., a step down subsidiary company of the Company own and operates “CHOURANGI” restaurant at 3 Old Quebec St, London W1H 7AF with effect from October 7, 2021.

Chourangi is the first venture of Speciality Restaurants through its subsidiary, in the city of London. It has introduced London''s discerning food lovers to the unexplored cuisine of Calcutta - three centuries old and still evolving, bursting with taste and flavours that have never before been encountered in this city. Turnover for the year ended March 31, 2024 was GBP 2.33 million. Total profit for the year was GBP 0.34 million.

For further analysis on the consolidated performance, attention is invited to the section on Management Discussion and Analysis, notes to the consolidated financials and Form No. AOC - 1.

b. Foodland Ventures, LLC, a step down subsidiary company of the Company incorporated to setup, own and operate restaurants in United States of America under Foodland Ventures LLC in the year 2019.

Joint Venture partners of Foodland Ventures, LLC voluntarily wind up of Foodland Ventures LLC. The Certificate from Texas Comptroller of Public Accounts and Certificate of termination from the Office of the Secretary of State of Texas was received on June 18, 2024 for voluntary winding up of Foodland Ventures LLC.

The Consolidated Financial Statements of your Company, its joint venture, wholly owned subsidiaries and step-down subsidiaries, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial statements of wholly owned subsidiaries and step-down subsidiaries in Form AOC-1 is attached to the Financial Statements of your Company.

8. Joint Venture Company

Your Company has received approval from Reserve Bank of India (RBI) for disinvestment arising out of voluntary liquidation / winding up of the Joint Venture company “Mainland China & Indigrill Restaurant LLC” (erstwhile Mainland China Restaurant LLC) incorporated in Doha, Qatar (“JV company”). Your Company had made a provision for impairment in the investment during the financial year 2017-18 for the total financial commitment and other dues of JV company amounting of '' 101.4 million.

During the year under review, the above disinvestment did not have any material impact on the financials of the Company since the provision for impairment in the investment was made during the financial year 2017-18.

9. Scheme of Arrangement

On 20^th October 2022, the Board of Directors of the Company approved a scheme of arrangement between Speciality Restaurants Limited (the “Company” or “Demerged Company” or “SRL”) and Speciality Hotels India Private Limited (“Resulting Company” or “SHIPL”) and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act and Rules made thereunder (“Scheme”), which provides for the Demerger of Leasehold Land at Bhubaneswar, Orissa allotted to the Company to set up ''food park'' business to exploit growth potential of the Land to the Resulting Company.

The Company has filed Scheme of Arrangement with the National Company Law Tribunal (Kolkata Bench) for its directions.

The Scheme and other documents are hosted on the website of the Company, which can be accessed at the link - https:// speciality. co.in/investors.html?click=link1#.

10. Fund Raising

The Members at its Extra Ordinary General Meeting held on January 18, 2023, approved the resolution for issue 60,00,000 Warrants convertible into Equity Shares, on preferential basis to the proposed allottees in accordance with provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI (ICDR) Regulations”), for an amount aggregating to '' 1272.30 million.

The Board at its Meeting held on February 2, 2023 on receipt of 25% of the warrant issue price i.e. ''53.02 per warrant amounting to '' 318.12 million allotted 60,00,000 warrants to the proposed allottees.

During the year under review, the Board of Directors of the Company allotted 11,40,000 equity shares to 10 warrant holders who had opted for Conversion of 11,40,000 warrants upon receipt of 75% of the warrant exercise price of '' 159.03 per equity shares amounting to '' 181.29 million.

The Board of Directors of the Company at its Meeting held on December 29, 2023, approved to extend the date of exercise of the conversion of the 48,60,000 warrants into equity shares for 14 warrant holders beyond December 31, 2023 to on or before August 1,2024, i.e. last date for conversion of warrants as per SEBI (ICDR) Regulations, 2018, as amended.

The details of utilization of the Funds raised through issuance of warrants convertible into equity shares, on preferential basis and the balance outstanding as on March 31,2024 are provided in the Corporate Governance Report. During the year ended March 31, 2024, there was no deviation or variation in the use of funds raised through Issue of Warrants convertible into Equity Shares, issued on preferential basis from the Objects as stated in the Explanatory Statement to the Notice of the Extraordinary General Meeting of the Company dated December 21, 2022.

The Board of Directors of the Company at its Meeting had allotted equity shares, in lieu of exercise of the conversion of warrants to warrant holders upon payment of '' 75% i.e. '' 159.03 (Rupees One Hundred and Fifty Nine and Three Paise only) each which was as follows:

Date of Board Meeting	No. of Warrants converted into equity shares	Amount Received (?)
April 29, 2023	6,00,000	9,54,18,000
October 19, 2023	5,00,000	7,95,15,000
November 7, 2023	40,000	63,61,200
August 6, 2024	1,38,000	2,19,46,140
Total	12,78,000	20,32,40,340

The Board at its Meeting held on August 6, 2024 considered and approved the forfeiture '' 25,03,60,440 being 25% of the upfront payment made towards warrant subscription amount paid by the 14 warrant holders holding 47,22,000 warrants issued on preferential allotment basis, due to the non-exercise of warrants into equity shares by such warrant holders along with payment of balance 75% of warrants exercise price to the Company on or before August 1, 2024, in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

11. Awards and Recognition

Your Company''s brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following awards:

Name and Place of Restaurant	Award won
Mainland China, Mumbai	Times Food and Nightlife Awards 2024 in the category of Best Chinese
Mainland China, Kolkata	Times Food and Nightlife Awards 2024 in the category of Best Chinese
Oh! Calcutta, Delhi	Eazydiner Foodie Awards in the category of Best Regional Cuisine
Oh! Calcutta, Hyderabad	Times Food and Nightlife Awards 2024 in the category of Casual Dining -Best Regional Indian - Bengali
Cafe Mezzuna, Kolkata	Times Food and Nightlife Awards 2024 in the category of Best Mediterranean
Flame & Grill, Kolkata	Times Food and Nightlife Awards 2024 in the category of Best Barbeque
Sweet Bengal, Mumbai	Times Food and Nightlife Awards 2024 in the category of Best Mithai

12. Directors and Key Managerial Personnel

(i) Directors

During the year under review and as on the date of the report, the composition of the Board consists of 10 Directors comprising 5 Independent Directors, 4 Executive Directors and 1 Non-Executive Director.

(ii) Independent Directors

In terms of the definition of ''Independent Director as prescribed under Listing Regulations and the Companies Act, the Company has received necessary declaration from each independent director under the Companies Act, to the effect that each of them meet the criteria of independence laid down in the Companies Act and the Listing Regulations and they are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence as required under the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Ullal Ravindra Bhat;

2. Mr. Rakesh Pandey;

3. Dr. Anita Bandyopadhyay;

4. Mr. Rakesh Mathur; and

5. Mr. Utkarsh Sinha

In terms of Section 150 of the Companies Act and Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (“MCA”). Mr. Rakesh Mathur and Mr. Utkarsh Sinha are required to undergo the online proficiency self-assessment test conducted by the IICA within the prescribed period.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act and applicable rules thereunder) of all the Independent Directors.

(iii) Woman Director

Mrs. Suchhanda Chatterjee is the Director of the Company since the incorporation of the Company.

The Board and Members of the Company approved the appointment of Mrs. Suchhanda Chatterjee (DIN: 00226893) as Whole-Time Director of the Company for a term of five years with effect from July 01, 2024.

(iv) Managing Director and Whole-time Directors

Mr. Anjanmoy Chatterjee (DIN:00200443) has been serving as Managing Director of the Company since December 2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

Mrs. Suchhanda Chatterjee (DIN:00226893) has been serving as Whole-time Director of the Company since July 2010.

Mr. Indranil Chatterjee (DIN:00200577), Whole-time Director of the Company has been designated and appointed as Deputy Managing Director of the Company with effect from February 3, 2020.

Mr. Avik Chatterjee (DIN:06452245) has been appointed as Whole-time Director (designated as Executive Director -Innovation and New Formats) of the Company with effect from February 3, 2020.

(v) Cessation:

Mr. Dushyant Mehta (DIN: 00126977) as per the terms of his appointment, completed his second term as an Independent Director of the Company on March 31,2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company w.e.f. April 1, 2024.

The Board places on record its appreciation of the valuable guidance received from him during his association with the Company.

(vi) Appointment:

Mr. Rakesh Mathur

The Board of Directors of the Company on January 17, 2024, based on the recommendation of the Nomination and Remuneration Committee (''NRC''), approved the appointment of Mr. Rakesh Mathur (DIN: 02285801) as an Additional Director (Independent Director) for a term of five (5) years with effect from April 1, 2024 upto March 31,2029 (both days inclusive).

On May 8, 2024, the Members of the Company, by way of a Postal Ballot, approved the Special Resolution for the appointment of Mr. Rakesh Mathur as an Independent Director of the Company for the above-mentioned tenure.

Mr. Aditya Ghosh

The Board of Directors of the Company on June 19, 2024, based on the recommendation of the Nomination and Remuneration Committee (''NRC''), approved the appointment of Mr. Aditya Ghosh (DIN: 01243445) as an Additional Director (Non-Executive Non-Independent Director) with effect from July 1, 2024. A resolution seeking Members'' approval for his appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

Mr. Utkarsh Sinha

The Board of Directors of the Company on June 19, 2024, based on the recommendation of the Nomination and Remuneration Committee (''NRC''), approved the appointment of Mr. Utkarsh Sinha (DIN: 07809054) as an Additional Director (Independent Director) for a term of five (5) years with effect from July 1,2024 upto June 30, 2029 (both days inclusive). A resolution seeking Members'' approval for his appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

(vii) Re-appointment:

Mr. Avik Chatterjee

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Avik Chatterjee, (DIN: 06452245) Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. A resolution seeking Members'' approval for his re-appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

Dr. Anita Bandyopadhyay

Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Dr. Anita Bandyopadhyay (DIN: 08672071) as an Independent Director of the Company for a second term of five consecutive years with effect from February 3, 2025 till February 2, 2030, subject to approval by the members of the Company at the ensuing annual general meeting.

(viii) Disclosure of Re-appointment of Dr. Anita Bandyopadhyay

The Company has received declaration from Dr. Anita Bandyopadhyay confirming that she meets the criteria of independence prescribed under the Companies Act and the Listing Regulations.

The Nomination and Remuneration Committee, on the basis of performance evaluation of the Independent Director and taking into account the external business environment, the business knowledge, acumen, rich experience and the substantial contribution made by Dr. Anita Bandyopadhyay during her tenure, has recommended to the Board that continued association of Dr. Anita Bandyopadhyay as an Independent Director of the Company would be beneficial to the Company.

Based on the above and the performance evaluation of the Independent Director, the Board approved the re-appointment of Dr. Anita Bandyopadhyay, as an Independent Director of the Company for a second term of five consecutive years on the Board of the Company with effect from February 3, 2025 to February 2, 2030, subject to the approval of the members of the Company at the ensuing annual general meeting of the Company.

The above re-appointment is recommended by the Nomination and Remuneration Committee and approved by the Board and consequently recommended by the Board to the Members for their approval.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(ix) Key Managerial Personnel

Mr. Anjanmoy Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Deputy Managing Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act.

(x) Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, the Listing Regulations and SEBI Guidance Note on Board Evaluation dated January 05, 2017, the Board has carried out an annual evaluation of its own performance, the performance of its directors as well as evaluation of its committees.

The manner in which the formal annual evaluation of the directors, committees of the Board and the Board as a whole is disclosed in the report on Corporate Governance which forms part of the Annual Report.

(xi) Policy on Directors'' appointment, remuneration and other details

The Company''s policy relating to remuneration of directors, key managerial personnel, senior management and other employees as stipulated in Section 178 (3) of the Companies Act has been disclosed in the Corporate Governance report, which forms part of this report.

(xii) Number of Board Meetings

The Board of Directors met nine (9) times during the financial year ended March 31, 2024 and the intervening gap between the meetings did not exceed the period specified under Companies Act. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. Measures were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of the Board members.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31, 2024, the detailed information of which is included in the report on Corporate Governance.

The Meeting of Independent Directors was held on March 16, 2024.

(xiii) Committees of the Board

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Risk Management Committee

e) Stakeholders'' Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees including attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

(xiv) Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/ Committee(s) of the Company and commission on Net Profit of the Company paid for Financial Year 2022-23.

13. Share Capital

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from '' 46,95,76,570/- comprising of 4,69,57,657 equity shares of '' 10/- each to '' 48,23,56,570/- comprising of 4,82,35,657 equity shares of '' 10/- each pursuant to allotment of 12,78,000 equity shares upon conversion of warrants into equity shares.

The authorized share capital of the Company as on March 31, 2024 was '' 67,00,000 (Rupees Sixty Seven Crores only) divided into 6,00,00,000 Equity Shares of '' 10/- each and 70,00,000 compulsorily convertible preference shares of '' 10/-each.

14. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year under review by your Company. The details of the transactions with related parties are provided in the accompanying financial statements.

The Related Party Transactions entered into during the year under review were in the ordinary course of business, at arm''s length basis and were in compliance with the applicable provisions of the Companies Act read with the rules framed thereunder and the Listing Regulations. No material related party transactions were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act in Form No. AOC-2 is not applicable to the Company for the financial year 2023-24 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions as per the prescribed format to the stock exchanges on a half-yearly basis.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following web link https://specialitv.co.in/pdf/pdf 2/Policies/Final SRL-Policv-on-RPT 0908.pdf.

15. Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite certificate from the practicing company secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to report on Corporate Governance.

16. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of this report.

17. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

18. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

19. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee (“CSR Committee”) under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at https://speciality.co.in/pdf/pdf 2/ Policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf.

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act is annexed as Annexure A which forms part of this report.

20. Vigil Mechanism / Whistle Blower Policy

In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act and Regulation 22 of the Listing Regulations, a vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://specialitv.co.in/pdf/pdf 2/Policies/VIGIL MECHANISM POLICYpdf.

21. Risk Management

Your Company has constituted Risk Management Committee to monitor and review the risk management plan and such other functions as assigned from time to time.

The Risk Management Committee is chaired by Mr. Rakesh Pandey, Independent Director, to monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

Your Company has in place a Risk Management Policy to identify and evaluate business and other risks. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic timely actions. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

22. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31,2024 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

23. Consolidated Financial Statement

According to Section 129(3) of the Companies Act, the Consolidated Financial Statement of the Company, its joint venture company, wholly owned subsidiaries and step-down subsidiaries for the financial year 2023-24 are prepared in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Company has prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section 133 of the Companies Act notified under the Companies (Accounting Standard) Rules, 2006.

In accordance with third proviso of Section 136(1) of the Companies Act, the Annual Report of the Company, containing its standalone and the consolidated financial statements, has been placed on the website of the Company, www.speciality. co.in. Further, financial statements of wholly owned subsidiaries have also been placed on the website of the Company i.e. www.specialitv.co.in.

24. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures which commensurate with its size and the nature of its operations. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

In addition, during financial year 2023-24, as required under Section 143 of the Companies Act, the statutory auditors have evaluated and expressed an opinion on the Company''s internal financial controls over financial reporting based on an audit. In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2024.

Details of internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. Auditors and Audit Reports

(i) Statutory Auditors and their report

At the twentieth annual general meeting held on August 23, 2019, the Members approved appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the Company (the “Statutory Auditors”) to hold office for a period of five years from the conclusion of that annual general meeting till the conclusion of the twenty fifth annual general meeting to be held in the year 2024. The Statutory Auditors'' Report for the financial year 2023-24 on the financial statement of the Company forms part of this Annual Report. The report does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. Singhi & Co., Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 30^th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that there appointment, if made, will be in accordance with the limits specified under the Companies Act and the firm satisfies the criteria specified under the Companies Act read with Rules thereunder.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s. Singhi & Co., Chartered Accountants as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

(ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. T Chatterjee and Associates, a firm of company secretaries in practice, to conduct the secretarial audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure B which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings and General Meetings.

27. Particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure C which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the Members of the Company upon request. In terms of Section 136 of the Companies Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the company secretary.

28. Statutory Disclosures

(i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

1. Conservation of Energy

The disclosures required as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remains conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company continued to undertake a variety of energy conservation measures across all its restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

(a) The steps taken or impact on conservation of energy

• Installed energy efficient LED lights in all restaurants;

• Installed energy management system in 25 restaurants; and

• Installed energy saving sensors in the AC System of 25 restaurants.

(b) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 20KW solar power plant at its restaurant premises at Greater Kailash (GK—II) at New Delhi.

(c) The capital investment on energy conservation equipments

During the year under review, the Company made capital investment of '' 12.2 million on energy conservation equipments.

2. Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 regarding technology absorption. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

3. Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(C) the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year under review in terms of actual outflows are given below:

Foreign Exchange Earnings and Outgo	FY 2023-24	FY 2022-23
Foreign Exchange Earned in terms of actual inflows	28.36	13.95
Foreign Exchange Outgo in terms of actual outflows	5.05	0.89

(ii) Prevention of Sexual Harassment:

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of Internal Complaints Committee and no complaint has been received during the year under review.

(iii) No stock options were granted to the directors of your Company during the year under review.

(iv) Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the Directors'' Report.

29. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Companies Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares including sweat equity shares to employees of the Company under any scheme save and except allotment of equity shares upon conversion of warrants issued on preferential basis referred to in this Report.

(iv) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary Companies.

(v) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

(vi) The Company is not required to maintain the cost records as specified by Central Government under section 148 (1) of the Companies Act and rules made thereunder.

(vii) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

30. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

31. Credit Ratings

The credit ratings obtained by the Company along with any revision thereto has been disclosed in the Corporate Governance Report which forms part of this report.

32. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://specialitv.co.in/investors .

33. Directors'' Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2024 and of the profits of the Company for that period;

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

34. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks,

government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and

employees of the Company.

For and on behalf of the Board Speciality Restaurants Limited

Anjanmoy Chatterjee

Place: Mumbai Chairman & Managing Director

Date: August 6, 2024 (DIN: 00200443)

---

Mar 31, 2023

Your Directors hereby present the Twenty Fourth Annual Report together with the audited, standalone and consolidated Financial Statements of the Company for the financial year ended March 31, 2023.

1. Financial Results ('' in million)

Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from operations	3749.7	2,529.3	3,749.7	2,529.3
Other Income	237.4	136.2	241.2	136.2
Total Income	3,987.1	2,665.5	3990.9	2,665.5
Earnings before Interest, Depreciation, Amortization and Tax	1002.7	560.7	1006.1	560.1
Less:
Finance Costs	139.1	145.4	139.1	145.5
Depreciation /Amortization/Impairment	317.2	273.5	317.2	273.5
Profit before exceptional item and tax	546.4	141.8	549.8	141.1
Share of profit in Joint venture company	-	-	0.7	(59.6)
Profit before exceptional item and tax	546.4	141.8	550.5	81.5
Less: Exceptional item	75.9	(6.6)	83.9	-
Profit before Tax	622.3	135.2	634.4	81.5
Less: Taxes Expenses / (credit)
Current Tax	0.6	-	0.6	-
Deferred Tax	(334.1)	-	(334.1)	-
Profit for the year	955.8	135.2	967.9	81.5
Total other comprehensive income	0.7	12.2	1.9	11.5
Total comprehensive income for the period	956.5	147.4	969.8	93.0

2. Financial Performance and the state of Company''s affairs

Your Company has successfully put the pandemic behind and has achieved the seventh consecutive quarter of sustained profitable growth. In the Financial Year 2022-23, we have added nearly '' 132 crores to achieve turnover of '' 398.71 crores and '' 82 crores to our profit after tax to achieve profit after tax of '' 95.58 crores, despite a volatile and high-inflationary external environment. Our performance has been especially impressive considering the challenges the world faces today.

In FY 2022-23 an impressive revenue growth of 49.6% was led by same-store sales growth at 46%. The gross margin for FY 2022-23 was approximately 70% which was similar with previous FY 2021-22.

The same needs to be analysed in the context of the economic and operating environment as under:

(i) The total income of your Company for the year under review was '' 3,987.1 million, as against the previous year''s total income of '' 2,665.5 million increased by 49.58%.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to '' 1002.7 million (26.7% of the revenue) as against '' 560.7 million (22.2% of the revenue) in the previous year increased by 4.5%.

(iii) Exceptional Item for the year under review was '' 75.9 million as against '' (6.6) million in the previous year.

(iv) Total comprehensive income for the year under review was '' 956.5 million as against '' 147.4 million in the previous year.

During the year under review, your Company opened 4 Cloud Kitchens. At the end of financial year ended March 31, 2023, your Company had 71 restaurants (including 17 franchisees), 16 Cloud Kitchens and 40 confectionaries.

During the year under review, there has been no change in the nature of the business of the Company.

The detailed analysis on financial performance is included under the Management Discussion and Analysis Report.

3. Dividend on Equity Shares

Your Directors are pleased to recommend a dividend of '' 2.50 per share (25%) on Equity Shares of '' 10/- each for the financial year ended March 31, 2023 (previous year-Nil).

The Board recommended dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits for the financial year ended March 31, 2023.

The total outflow towards dividend on Equity Shares would be '' 11.89 crore resulting in a dividend pay-out of 12% of the standalone profits of the Company. The dividend once declared by the Shareholders will be paid within the timelines prescribed under the Companies Act, 2013 (“Companies Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations").

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the ''Investors'' section at www.speciality.co.in.

4. Book closure

In order to determine the eligibility of shareholder to vote and to receive the dividend for the financial year ended on March 31, 2023, the Register of Members and Share Transfer Books of the Company will be closed from Saturday, September 16, 2023 to Friday, September 22, 2023 (both days inclusive).

5. Transfer to Reserves

As permitted under the Companies Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for Financial Year 2022-23 in the profit and loss account.

6. Audited Financial Statements

As per Regulation 34(2) of the Listing Regulations, Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2023 i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are appended hereto.

There have been no material changes and commitments, which affect the financial position of the Company subsequent to the close of the financial year ended March 31, 2023 and till the date of this report, which forms a part of the Annual Report.

7. Subsidiary

As defined under the Companies Act, the Company has 3 wholly owned subsidiary companies and 2 step down subsidiaries as on March 31, 2023. There has been no material change in the nature of the business of the subsidiaries.

Wholly Owned Subsidiaries

a. Speciality Hospitality UK Limited was incorporated as a private limited company, limited by shares (bearing company number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

b. Speciality Hospitality US, Inc. (bearing company number 803423900) was incorporated on September 19, 2019, which is registered with Office of the Secretary of State of Texas, having its registered office at 6161 Savoy Drive, Suite 1000, Houston TX 77036.

c. During the year under review, the Company has acquired 100% of the Equity Share Capital of Speciality Hotels India Private Limited on August 2, 2022. Pursuant to the acquisition of equity shares, Speciality Hotels India Private Limited became wholly owned subsidiary company of the Company. During the year under review, the Company has subscribed to Rights Issue offered by Speciality Hotels India Private Limited of 4,000 equity shares of '' 100/- each amounting to '' 4,00,000/-.

Step Down Subsidiaries

a. Caterland Hospitality Ltd., a step down subsidiary company of the Company operates “CHOURANGI" restaurant at 3 Old Quebec St, London W1H 7AF with effect from October 7, 2021.

Chourangi is the first venture of Speciality Restaurants through its subsidiary, in the city of London. It has introduced London''s discerning food lovers to the unexplored cuisine of Calcutta - three centuries old and still evolving, bursting with taste and flavours that have never before been encountered in this city. Turnover for the year ended March 31, 2023 was GBP 22,29,541. Total profit for the year was GBP 17,975.

For further analysis on the consolidated performance, attention is invited to the section on Management Discussion and Analysis, notes to the consolidated financials and Form No. AOC - 1.

b. Foodland Ventures, LLC, a step down subsidiary company of the Company incorporated to setup, own and operate restaurants in United States of America under Foodland Ventures LLC.

The Consolidated Financial Statements of your Company, its joint venture, wholly owned subsidiaries and step-down subsidiaries, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial statements of wholly owned subsidiaries and step-down subsidiaries in Form AOC-1 is attached to the Financial Statements of your Company.

8. Scheme of Arrangement

During the year under review, the Board of Directors of the Company at its Meeting held on October 20, 2022 approved the Scheme of Arrangement between Speciality Restaurants Limited (“Demerged Company") and Speciality Hotels India Private Limited (“Resulting Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, the rules and/ or regulations made thereunder (including any statutory modification(s) or reenactment(s) thereof for the time being in force), subject to requisite statutory approvals. The scheme envisages demerger of Leasehold Land at Bhubaneswar, Orissa allotted to the Company to set up ''food park'' business to exploit growth potential of the Land.

The Scheme is subject to the approval of National Company Law Tribunal (benches at Kolkata) and other regulatory authorities, as may be applicable.

The Scheme and other documents are hosted on the website of the Company, which can be accessed at the link -https://speciality.co.in/investors.html#.

9. Fund Raising

The Members of the Company at Extraordinary General Meeting held on January 18, 2023 approved issuance of 60,00,000 warrants convertible into equity shares on preferential basis at a price of '' 212.05 per warrant in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“ICDR Regulations") for an amount aggregating to '' 127.23 crores. The aggregate amount of the Issue will be utilized as per the objects of the Issue. The Company allotted 60,00,000 warrants convertible into equity shares on February 2, 2023 to the proposed allottees on preferential basis.

The Board of Directors of the Company at its Meeting held on April 29, 2023 had allotted 6,00,000 Equity Shares of face value of '' 10/-(Rupees Ten) each, in lieu of exercise of the conversion of 6,00,000 Warrants by warrant holders on payment of '' 212.05 (Rupees Two Hundred Twelve and Five Paise only) each and at the request of the 17 warrant holders extended the date of exercise of the conversion of the 54,00,000 warrants into equity shares beyond April 30, 2023 to on or before October 31, 2023, after receipt of written notice from the Company.

The details of utilization of the Funds raised through issuance of warrants convertible into equity shares, on preferential basis and the balance outstanding as on March 31, 2023 are provided in the Corporate Governance Report. During the quarter ended March 31, 2023, there was no deviation or variation in the use of funds raised through Issue of Warrants convertible into Equity Shares, issued on preferential basis from the Objects as stated in the Explanatory Statement to the Notice of Extraordinary General Meeting of the Company dated December 21, 2022.

10. Awards and Recognition

Your Company''s brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following award:

Name & Place of Restaurant	Award won
Mainland China, Mumbai	Best Outlet (Viviana Mall)

11. Directors and Key Managerial Personnel

(i) Directors

Your Company has eight Directors comprising four Independent and four Executive Directors. During the year under review no Directors and Key Managerial Personnel were appointed or have resigned.

(ii) Independent Directors

In terms of the definition of ''Independent Directors'' as prescribed under Listing Regulations and the Companies Act, the Company has received necessary declaration from each independent director under the Companies Act, to the effect that each of them meet the criteria of independence laid down in the Companies Act and the Listing Regulations and they are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence as required under the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Dushyant Mehta;

2. Mr. Ullal Ravindra Bhat;

3. Mr. Rakesh Pandey; and

4. Dr. Anita Bandyopadhyay.

In terms of Section 150 of the Companies Act and Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014 Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs. Further, they have either confirmed that they are exempted or successfully undergone online proficiency self assessment test as required under the Companies Act.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act and applicable rules thereunder) of all the Independent Directors.

(iii) Woman Director

Mrs. Suchhanda Chatterjee is a Director of the Company since the incorporation of the Company.

The Board and Members of the Company approved appointment of Dr. Anita Bandyopadhyay (DIN: 08672071) as an Independent Director of the Company for a term of five years with effect from February 3, 2020.

The requirements of the provisions of Section 149 of the Companies Act and Regulation 17(1) of the Listing Regulations have been complied with by the Company.

(iv) Managing Director and Whole-time Directors

Mr. Anjan Chatterjee has been serving as the Managing Director of the Company since December 2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

Mrs. Suchhanda Chatterjee has been serving as the Whole-time Director of the Company since July 2010.

Mr. Indranil Chatterjee, Whole-time Director of the Company was designated and appointed as Deputy Managing Director of the Company with effect from February 3, 2020.

Mr. Avik Chatterjee was appointed as Whole-time Director (designated as Executive Director - Innovation and New Formats) of the Company with effect from February 3, 2020.

Further details about the directors seeking re-appointment in the ensuing annual general meeting are annexed to the notice which is being sent to the members along with the Annual Report.

(v) Re-appointment of Director Anjan Chatterjee (DIN: 00200443)

The Nomination and Remuneration Committee and the Board of Directors of the Company at their respective meetings held on May 29, 2023, subject to the approval of the Members in the ensuing annual general meeting of the Company, approved the reappointment of Mr. Anjan Chatterjee, as Managing Director of the Company for a period of five years with effect from December 27, 2023. A resolution seeking Members approval for his re-appointment forms part of the Notice of the ensuing 24^th Annual General Meeting.

Indranil Chatterjee (DIN: 00200577)

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Indranil Chatterjee, (DIN: 00200577) Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. A resolution seeking Members'' approval for his re-appointment forms part of the Notice of the ensuing 24^th Annual General Meeting.

The above re-appointments were recommended by Nomination and Remuneration Committee and approved by the Board and consequently recommended by the Board to Members as applicable.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(vi) Key Managerial Personnel

Mr. Anjan Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Whole-time Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act.

(vii) Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, the Listing Regulations and SEBI Guidance Note on Board Evaluation dated January 5, 2017, the Board has carried out an annual evaluation of its own performance, the performance of its directors as well as evaluation of its committees.

The manner in which the formal annual evaluation of the directors, committees of the Board and the Board as a whole is disclosed in the report on Corporate Governance which forms part of the Annual Report.

(viii) Policy on Directors'' appointment, remuneration and other details

The Company''s policy relating to remuneration of directors, key managerial personnel, senior management and other employees as stipulated in Section 178 (3) of the Companies Act has been disclosed in the Corporate Governance report, which forms part of this report.

(ix) Number of Board Meetings

The Board of Directors met seven times during the financial year ended March 31, 2023 and the intervening gap between the

meetings did not exceed the period specified under Companies Act. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. All the Board and committee meetings took place virtually. Measures were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of the Board members.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31, 2023, the detailed information of which is included in the report on Corporate Governance.

The Meeting of Independent Directors was held on March 28, 2023.

(x) Committees of the Board

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Risk Management Committee

e) Stakeholders'' Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees including attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

(xi) Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/ Committee(s) of the Company.

12. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2023 was '' 46,95,76,570/-.

During the year under review, the authorized share capital of the Company increased from '' 58,00,00,000 (Rupees Fifty Eight Crores only) divided into 5,10,00,000 Equity Shares of '' 10 each and 70,00,000 compulsorily convertible preference shares of '' 10 each to '' 67,00,000 (Rupees Sixty Seven Crores only) divided into 6,00,00,000 Equity Shares of '' 10 each and 70,00,000 compulsorily convertible preference shares of '' 10 each.

During the year under review, the Company issued 60,00,000 warrants convertible into equity shares, on preferential basis at a price of '' 212.05 per warrant in accordance with the ICDR Regulations for an amount aggregating to '' 127.23 crores.

The details of movement in the paid up equity share capital of the Company are given below:

Particulars	Amount (?)
Paid Up Equity Share Capital as on March 31, 2023	46,95,76,570
Additions pursuant to allotment of equity shares upon conversion of warrants (Allotment approved at the Meeting of Board held on April 29, 2023)	60,00,000
Paid Up Equity Share Capital as on April 29, 2023	47,55,76,570

The equity shares so allotted rank pari passu with the existing equity shares of the Company. Except as stated herein, there was no other change in the share capital of the Company.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.

13. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year under review by your Company. The details of the transactions with related parties are provided in the accompanying financial statements.

The Related Party Transactions entered into during the year under review were in the ordinary course of business, at arm''s length basis and were in compliance with the applicable provisions of the Companies Act read with the rules framed thereunder and the Listing Regulations. No material related party transactions were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act in Form No. AOC-2 is not applicable to the Company for the financial year 2022-23 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions as per the prescribed format to the stock exchanges on a half-yearly basis.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following web link https://speciality.co.in/pdf/pdf 2/Policies/Final SRL-Policy-on-RPT 0908.pdf

14. Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite certificate from the practicing company secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to report on Corporate Governance.

15. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of this report.

16. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

17. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

18. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at https://speciality.co.in/pdf/pdf 2/Policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act is annexed as Annexure A which forms part of this report.

19. Vigil Mechanism / Whistle Blower Policy

In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act and Regulation 22 of the Listing Regulations, a vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://speciality.co.in/pdf/pdf 2/Policies/VIGIL MECHANISM POLICY.pdf

20. Risk Management

Your Company has constituted Risk Management Committee to monitor and review the risk management plan and such other functions as assigned from time to time.

The Company has implemented a mechanism for risk management and formulated a Risk Management Policy. The said policy provides for creation of a risk register, identification of risks and formulating mitigation plans. Major risks identified by the business and functions are systematically addressed through mitigation actions on a continuing basis.

The Company has set up a Risk Management Committee which is chaired by Mr. Rakesh Pandey, Independent Director, to monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

Your Company has in place a Risk Management Policy to identify and evaluate business and other risks. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic timely actions. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

21. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31, 2023 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

22. Consolidated Financial Statement

According to Section 129(3) of the Companies Act, the Consolidated Financial Statement of the Company, its joint venture company, wholly owned subsidiaries and step-down subsidiaries for the financial year 2022-23 are prepared in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Company prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section 133 of the Companies Act notified under the Companies (Accounting Standard) Rules, 2006.

In accordance with third proviso of Section 136(1) of the Companies Act, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements, has been placed on the website of the Company, www.speciality.co.in. Further, financial statements of wholly owned subsidiaries have also been placed on the website of the Company i.e. www.speciality.co.in.

23. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures which commensurate with its size and the nature of its operations. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

In addition, during financial year 2022-23, as required under Section 143 of the Companies Act, the statutory auditors have evaluated and expressed an opinion on the Company''s internal financial controls over financial reporting based on an audit. In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2023.

Details of internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

24. Auditors and Audit Reports

(i) Statutory Auditors and their report

At the twentieth annual general meeting held on August 23, 2019, the Members approved appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the Company (the "Statutory Auditors") to hold office for a period of five years from the conclusion of that annual general meeting till the conclusion of the twenty fifth annual general meeting to be held in the year 2024. The Statutory Auditors'' Report for the financial year 2022-23 on the financial statement of the Company forms part of this Annual Report. The report does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

(ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. T. Chatterjee and Associates, a firm of company secretaries in practice, to conduct the secretarial audit of your Company for the financial year ended March 31, 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure B which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

25. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

26. Particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure C which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the Members of the Company upon request. In terms of Section 136 of the Companies Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the company secretary.

27. Statutory Disclosures

(i) Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

1. Conservation of Energy

The disclosures required as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remains conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company continued to undertake a variety of energy conservation measures across all its restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

(a) The steps taken or impact on conservation of energy

• Installed energy efficient LED lights in all restaurants;

• Installed energy management system in 25 restaurants; and

• Installed energy saving sensors in the AC System of 25 restaurants.

(b) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 20KW solar power plant at its restaurant premises at Greater Kailash (GK—II) at New Delhi.

(c) The capital investment on energy conservation equipments

During the year under review, the Company made capital investment of '' 12.7 million on energy conservation equipments.

2. Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 regarding technology absorption. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

3. Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(C) the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year under review in terms of actual outflows are given below:

'' in million

Foreign Exchange Earnings and Outgo	FY 2022-23	FY 2021-22
Foreign Exchange Earned in terms of actual inflows	13.95	11.78
Foreign Exchange Outgo in terms of actual outflows	0.89	0.16

(ii) Prevention of Sexual Harassment:

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of Internal Complaints Committee and no complaint has been received during the year under review.

(iii) No stock options were granted to the directors of your Company during the year under review.

(iv) Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the Directors'' Report.

28. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Companies Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares including sweat equity shares to employees of the Company under any scheme save and except Employee Stock Options Scheme referred to in this Report.

(iv) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary Companies.

(v) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and Company''s operations in future.

(vi) The Company is not required to maintain the cost records as specified by Central Government under section 148 (1) of the Companies Act and rules made thereunder.

(vii) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

29. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

30. Credit Ratings

The credit ratings obtained by the Company along with any revision thereto has been disclosed in the Corporate Governance Report which forms part of this report.

31. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration)

Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://speciality.co.in/investors.

32. Directors'' Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2023 and of the profits of the Company for that period;

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

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

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

33. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, government

authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and employees of the

Company.

For and on behalf of the Board Speciality Restaurants Limited

Anjan Chatterjee

Place: Mumbai Chairman & Managing Director

Date: May 29, 2023 (DIN: 00200443)

---

Mar 31, 2018

The Directors hereby present the Nineteenth Annual Report together with the audited Financial Statements of the Company for the financial year ended March 31, 2018.

1. Financial Results

Rs.In Millions

Particulars	Standalone		Consolidated
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue from operations	2,967.9	3,124.2	2,967.9	3,124.2
Other Income	79.0	87.3	79.0	87.3
Total Income	3,046.9	3,211.5	3046.9	3,211.5
Earnings before Interest, Depreciation, Amortization and Tax	86.6	74.0	86.6	74.0
Less: Finance Costs	0.0	0.2	0.0	0.2
Depreciation /Amortization/Impairment	296.6	326.6	296.6	326.6
Loss before exceptional item and tax	(210.0)	(252.8)	(210.0)	(252.8)
Share of loss in Joint venture company	-	-	(19.2)	(36.7)
Loss before exceptional item and tax	(210.0)	(252.8)	(229.3)	(289.5)
Less: Exceptional item	101.4	-	15.8	-
Loss before Tax	(311.4)	(252.8)	(245.0)	(289.5)
Less: Taxes Expenses / (credit) Current Tax		2.4		2.4
Deferred Tax	222.6	(40.9)	222.6	(40.9)
Short provision for tax relating to prior years	-	4.2	-	4.2
Loss for the year	(534.1)	(218.5)	(467.7)	(255.2)
Total other comprehensive income	3.7	5.6	3.7	5.6
Total comprehensive income for the period	(530.4)	(212.9)	(463.9)	(249.7)

2. Financial Performance and the state of Company''s affairs

India continues to be one of the fastest growing large economies in the world. The year under review was far from normal. Structural transformative changes like demonetisation and implementation of the Goods and Services Tax (GST) have had an impact on the restaurant industry including your Company.

Goods and Services Tax (GST) was implemented by the Government of India across the country with effect from July 1, 2017, with a single rate of tax which was a bold move and also appreciated by all, even though it created a lot of confusion and some hardships to the common man as well as corporates. What followed next was a dynamic step of reduction in the tax slab rate with effect from November 15, 2017, wherein GST rate was reduced drastically from 18% to 5% for all standalone restaurants bringing a great relief to all customers and lot of cheer. However, with the reduction the government withdrew the Input Tax Credit facility for the restaurant industry, which was available earlier, that had a cascading effect on the organised restaurant operators.

The Restaurant industry is the only industry that is not allowed the benefit of input tax credit and hence has to bear the burden. This sudden change in the regulation by the Government has led to a substantial increase in cost of operations and also becoming detrimental for expansion and growth because of increase in project costs making it unviable.

While the economic growth momentum was temporarily impacted due to unfavourable economic conditions during the year, the Company continued its focus on the cost rationalisation and improving efficiencies.

The Company''s financial performance for the financial year ended March 31, 2018 is as under:

(i) Total Income of your Company for the year under review was Rs.3,046.9 million as against Rs.3,211.5 million in the previous year.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA) amounted to Rs.86.6 million (2.92% of the revenue) as against Rs.74.0 million (2.37% of the revenue) in the previous year.

(iii) Total comprehensive income for the period for the year under review was Rs. (530.4) million as against Rs. (212.9) million in the previous year.

Your company continued to face challenging environment during the year under review primarily attributable to reduction in discretionary spends of consumers as a result of inflationery trends, uncertainty in the markets on account of the lingering effects of demonetisation and confusion around GST, increase in lease rent and all other operational costs due to reversal of input tax credit. This resulted in same store sales growth remaining in the negative territory due to lower footfalls during weekdays.

Some of the other factors that played a major role were extended break-even period in some of the new restaurants, impairment of Investment and Receivables, reversal of Deferred Tax Asset, Share of Loss in Joint Venture company all of which resulted in a loss during the financial year 2017-18.

During the year under review, your Company opened nine (9) restaurants out of which three (3) are Company Owned Company Operated (COCO) while six (6) are Franchise Owned Company Operated (FOCO) and five (5) confectionaries at the end of financial year ended March 31, 2018, your Company has 106 Restaurants (including 27 franchisees), 22 Confectionaries.

However, your Company continues to pursue the development of new restaurants and conversion of existing restaurants under various brands to newer formats, catering to the changing preferences of consumers in domestic markets and aggressively pursuing international expansion of existing brands through franchise route to achieve sustainable and profitable growth.

Despite adverse economic factors and structural changes in the taxation regime in the country, your Company continues to combat the same focussing on innovative offerings to enhance guest experience together with it''s efforts on cost rationalisation for improving operational efficiency.

The detailed financial performance is given in the Management Discussion and Analysis Report.

3. Dividend on Equity Shares

On account of the loss reported by the Company during the year under review and no surplus amount being available for declaration of dividend through reserves outstanding as on March 31, 2018, the Board of Directors did not recommend any dividend for the financial year ended March 31, 2018 (previous year-Nil).

4. Employee Stock Option Scheme (ESOS)

During the year under review, the Company has not granted any fresh stock option to its employees.

Details of the options granted under Employee Stock Option Scheme (ESOS), as also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines") and SEBI (Share Based Employee Benefits) Regulations, 2014 (the "SEBI Regulations") are given in Annexure A which forms part of this report. Certificate from Statutory Auditors M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, with regard to implementation of ESOS Scheme of the Company in compliance with ESOP Regulations would be placed for inspection by the Members at the ensuing annual general meeting.

5. Audited Financial Statements

As per Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2018 i.e. Balance Sheet, Statement of Profit and Loss and a Cash Flow Statement is appended.

Your Company had adopted Indian Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015 issued by the Ministry of Corporate Affairs (MCA) with effect from April 1, 2017. Previous financial year has been restated to Ind-AS.

There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the financial year ended March 31, 2018 till the date of this report.

6. Subsidiary

Your Company has a wholly owned subsidiary company, Speciality Hospitality UK Limited as at March 31, 2018, which was incorporated as a private limited company, limited by shares (bearing company number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom under the UK Companies Act, 2006.

7. Joint Venture

Your Company has a joint venture company, Mainland China & Indigrill Restaurant LLC (erstwhile Mainland China Restaurant LLC) at Doha, Qatar as at March 31, 2018. The Consolidated Financial Statements of your Company and its joint venture company, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

The partners of the Joint venture company, in view of the losses incurred, discontinued operations of the Mainland China restaurant with effect from May 16, 2017.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of joint venture company in Form AOC-1 is attached to the Financial Statements of your Company.

Exceptional Item:

In view of the continuous cash losses in the joint venture company (JV), the joint venture partner expressed a desire to exit from the JV. Various options were explored by the partners to restructure the operations of the JV and then mutually agreed and suspended the operations of the Mainland China restaurant at Doha, with effect from May 16, 2017 as no other options were available without infusion of additional capital which was not found viable by both.

Thereafter, JV partners even explored the possibility of introduction of a new partner in order to revive the business with infusion of additional capital as required but they soon realized that doing business in Doha was not conducive any more due to sanctions by GCC countries in June 2017. The situation went from bad to worse and there was nobody willing to be a new partner in JV as they did not find it to be feasible option. Thereafter JV partners agreed to sell the assets of the JV to realize the salvage value which was utilized by the JV to settle local liabilities. As the business of the JV has been closed down due to unfavourable market conditions in Qatar, the Company was left with no choice but to make provision for financial commitment and other dues from the JV amounting to Rs. 101.4 million.

8. Awards and Recognition

Your Company''s brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following awards:

- Mainland China, Kolkata won ''The Week Golden Plate Award'' in the category of Culine-5 Rating.

- Mainland China, Pune won ''The Times Food Awards'' in the category of Best Chinese restaurant.

- Oh! Calcutta, Kolkata won ''The Week Golden Plate Award'' in the category Culine-5 Rating.

- Oh! Calcutta, Mumbai won ''Times Food Awards'' in the category of Best Bengali in Casual Dining.

- Sigree Global Grill, Springs Hotel Chennai won the ''Burrp Award'' in the category of Best Buffet.

- Sigree, Anna Nagar, Chennai won the ''Rocheston Award'' in the category of Distinguished Restaurant.

- Sigree, Anna Nagar, Chennai won the ''Times Food Awards'' in the category Best North Indian Restaurant.

- Asia Kitchen by Mainland China, Spring Hotel, Chennai won ''The Week Golden Plate Award'' in the category of Culine-4 Rating.

- Cafe Mezzuna, Kolkata won ''The Telegraph Food Guide Award'' in the category of Award for Excellence.

- POH, Mumbai won the ''Living Foodz Epicurean Guild Awards'' in the category of Best New Restaurant.

- Sweet Bengal, Mumbai, won the ''Times Food Awards'' in the category of Best Mithai Shop.

9. Directors and Key Managerial Personnel

I. Directors

Your Company has six (6) Directors of which three (3) are Independent Directors and three (3) are Executive Directors.

II. Independent Directors

In terms of the definition of ''Independent Directors'' as prescribed under Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that each of them meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the Listing Regulations. The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Dushyant Mehta

2. Mr. Ullal Ravindra Bhat (appointed with effect from April 28, 2017)

3. Mr. Rakesh Pandey (appointed with effect from November 29, 2017)

III. Woman Director

Mrs. Suchhanda Chatterjee is a Director of the Company since incorporation of the Company. Accordingly, the requirements of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the Listing Regulations have been complied with by the Company.

IV. Managing Director and Whole-time Directors

Mr. Anjan Chatterjee has been serving as the Managing Director of the Company since December 2007. He has been appointed as the Chairman of the Board with effect from September 11, 2017.

Mrs. Suchhanda Chatterjee and Mr. Indranil Chatterjee have been serving as Whole-time Directors of the Company since July 2010.

V. Director and Key Managerial Personnel Appointments

Mr. Ullal Ravindra Bhat (DIN: 00008425) was appointed as an Additional Director on the Board of the Company with effect from April 28, 2017. His appointment as an Independent Director of the Company with effect from April 28, 2017 for the period of five (5) years has been approved at the 18^th Annual General Meeting of the Members of the Company held on August 21, 2017.

Mr. Rakesh Pandey (DIN: 00113227) was appointed as an Additional Director on the Board of the Company with effect from November 29, 2017. His appointment as an Independent Director of the Company with effect from November 29, 2017 for the period of five (5) years has been approved by the Members of the Company through a Resolution passed by Postal Ballot on March 24, 2018.

The Board of Directors of the Company has approved appointment of Mr. Anjan Chatterjee, Managing Director of the Company as Chairman of the Board with effect from September 11, 2017.

Resignation

During the year Mr. Susim Mukul Datta (DIN: 00032812), Chairman of the Board and Independent Director of your Company resigned with effect from August 31, 2017. The Board places on record its appreciation for the valuable services rendered and contribution made by Mr. Susim Mukul Datta during his tenure as Director of the Company.

Key Managerial Personnel

Mr. Anjan Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Whole-time Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013.

VI. Re-appointment of Director Anjan Chatterjee (DIN: 00200443)

In order to comply with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anjan Chatterjee, Chairman & Managing Director of the Company agreed to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offered himself for re-appointment.

Mrs. Suchhanda Chatterjee (DIN: 00226893)

The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee at their meeting held on May 26, 2018, subject to the approval of the Members in the ensuing Annual General Meeting of the Company, approved the re-appointment of Mrs. Suchhanda Chatterjee, as Whole-time Director of the Company designated as Director-Interior and Design for a further period of three years with effect from July 1, 2018.

Mr. Indranil Chatterjee (DIN: 00200577)

The Board of Directors of the Company based on the recommendation of Nomination and Remuneration Committee at their meeting held on May 26, 2018, subject to the approval of the Members in the ensuing Annual General Meeting of the Company, approved the re-appointment of Mr. Indranil Chatterjee, as Whole-time Director of the Company designated as Director-Commercial Operations for a further period of three years with effect from July 1, 2018.

Further details about the Directors seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice which is being sent to the Members alongwith the Annual Report.

VII. Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, 2013, the Listing Regulations and SEBI Guidance Note on Board Evaluation, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as evaluation of its Committees.

The manner in which the formal annual evaluation of the Directors, Committees of the Board and the Board as a whole is given in the report on Corporate Governance which forms part of the Annual Report.

VIII. Policy on Directors'' appointment, remuneration and other details

The Company''s policy relating to remuneration of Directors, Key Managerial Personnel and other Employees as stipulated in Section 178 (3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Directors'' report.

IX. Number of Board Meetings

The Board of Directors met six (6) times during the financial year ended March 31, 2018 and the intervening gap between the meetings did not exceed the period prescribed under the Companies Act, 2013. Detailed information on the Meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. A separate Meeting of Independent Directors was also held during the financial year ended March 31, 2018.

Besides the above, several Committee Meetings of the Board were held during the financial year ended March 31, 2018, the detailed information of which is included in the report on Corporate Governance.

X. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2018 was Rs.46,95,76,570/-. During the year under review, there was no change in the issued, subscribed and paid-up share capital of the Company.

XI. Related Party Transactions

All the related party contracts, arrangements and transactions during the year were entered in the ordinary course of business and on arm''s length basis. There were no materially significant related party contracts, arrangements and transactions entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable.

All Related Party contracts, arrangements and transactions were presented to the Audit Committee for review and approval. Omnibus approval granted by the Audit Committee of the Company for the related party transactions which are foreseen and repetitive in nature were reviewed by the Committee on quarterly basis.

The Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following web lin http://www.speciality.co.in/pdf/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ALSO ON DEALING WITH RELATED PARTY TRANSACTIONS.pdf The details of the transactions with Related Parties are provided on Page No. 116 under Financial Statements.

The report on Corporate Governance as stipulated under Regulation 34 (3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite Certificate from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to this report.

11. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of the Annual Report.

12. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

13. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at http://www.speciality.co.in/pdf/ policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act, 2013 is annexed as Annexure B which forms part of this report.

14. Vigil Mechanism / Whistle Blower Policy

In pursuance of the provisions of Sections 177 (9) and 177 (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.speciality.co.in/pdf/policies/VIGIL MECHANISM POLICY.pdf

15. Risk Management

Your Company constituted a Risk Management Committee on November 12, 2014 for complying with the requirements of the Companies Act, 2013 and Listing Agreement to implement the risk management plan and policy of the Company.

The Formation of Risk Management Committee is only applicable to top 100 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year in terms of Regulation 21(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board vide their Resolution dated February 14, 2018 merged Risk Management Committee of the Company with the Audit Committee and included the terms of reference of the Risk Management Committee with the terms of reference of the Audit Committee.

The Audit Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of internal financial and risk management systems.

16. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31, 2018 under Section 186 of the Companies Act, 2013 is provided on Page No. 99 under Financial Statements.

17. Consolidated Financial Statement

The Consolidated Financial Statement of the Company and Joint Venture company, prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (''the Act'') read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company.

The Company prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section 133 of the Companies Act, 2013 notified under the Companies (Accounting Standard) Rules, 2006.

The annual financial statement of the joint venture company and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information.

The consolidated financial statement reflect the operations of the Mainland China & Indigrill Restaurant LLC (erstwhile Mainland China Restaurant LLC), the Joint Venture company, in which your Company has 49% stake.

18. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

In addition, during FY 2017-18, as required under Section 143 of the Companies Act, 2013, the Statutory auditors have evaluated and expressed an opinion on the Company''s Internal financial controls over financial reporting based on an audit. In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2018.

I. Statutory Auditors and their report

M/s. Deloitte Haskins and Sells LLP, Statutory Auditors of the Company were appointed at the Fifteenth Annual General Meeting of the Company held on September 15, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the year 2019.

Pursuant to the Companies (Amendment) Act, 2017, which was made effective from May 7, 2018, had omitted the requirement of ratification of appointment of auditors by members of the Company at every annual general meeting. Pursuant to the amendment, the Resolution for ratification of appointment of statutory auditors has been excluded from the Notice of AGM.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice, to conduct the Secretarial Audit of your Company for the financial year ended March 31, 2018. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as Annexure C which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

21. Particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

22. Statutory Disclosures

I. Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

(i) Conservation of Energy

The disclosures required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) (A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remain conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company undertook a variety of energy conservation measures across all its Restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

a) The steps taken or impact on conservation of energy

- Installed energy efficient LED Lights in all restaurants.

- Installed Energy Management System in 25 restaurants

- Installed Energy Saving Sensors in the AC System of 25 restaurants.

b) The steps taken by the Company for utilizing alternate sources of energy

The Company has a installed 20KW Solar Power Plant at Mainland China Restaurant at Greater Kailash (GK—II) at New Delhi.

c) The capital investment on energy conservation equipments

Rs.in Millions

Particulars of Investment	Amount
Installation of Energy Management System	1.5
Installation of AC Energy Saver System
Investment in power efficient LED Lights in all restaurants

(ii) Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) (B) of the Companies (Accounts) Rules, 2014 regarding technology absorption.

The disclosure required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3)(C) the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and Foreign Exchange outgo during the year under review in terms of actual outflows are given below:

Rs.in Millions

Foreign Exchange Earnings and Outgo	2017-18	2016-17
Foreign Exchange Earned in terms of actual inflows	14.3	14.3
Foreign Exchange Outgo in terms of actual outflows	1.9	2.4

II. Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

No complaint has been received by the Internal Complaints Committee during the year under review pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

III. No stock options were granted to the Directors of your Company during the year under review.

IV. Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the Directors'' Report.

23. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares including sweat equity shares to employees of the Company under any scheme save and except Employee Stock Options Scheme referred to in this Report.

iv. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary company.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

24. Extracts of Annual Return

Pursuant to Sections 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return as at March 31 , 2018 is annexed as Annexure E which forms part of this report.

25. Directors'' Responsibility Statement

The Directors confirm that:-

i. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2018 and of the loss of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

26. Utilisation of net proceeds from the Initial Public Offering ("Issue")

Pursuant to the approval of the Members of the Company obtained through Postal Ballot on November 27, 2015 the objects of the issue as disclosed in the Prospectus dated May 22, 2012 issued by the Company for its Issue were varied. In terms of variation, the Company had proposed to utilise the balance unutilised amount of Rs 578.5 million as on March 31, 2015 towards development of new restaurants/ conversion of existing restaurants under new formats in various locations across the country depending upon various factors such as the customer''s preference, competition, suitable location, selection of suitable premises at an affordable rent, etc., in the financial years 2015-18.

The Company had utilized Rs 355.4 million upto March 31, 2018 out of the balance unutilized amount of Rs 578.5 million towards the new objects relating to the business of the Company approved by the Members on November 27, 2015.

The approval of Members was received through Postal Ballot on March 24, 2018 for variation in terms of the contract or objects of the issue, to utilise the balance amount towards development of new restaurants / conversion of existing restaurants under new formats for further period of three (3) years with effect from April 1, 2018.

The Company has a good set of brands in different cuisines and segments and has also been investing in refreshing of brands to service the aspirations of all guests across geographies. The Company is well poised to effectively capture the growth opportunities in food and beverage domain.

The details of utilization of the IPO Proceeds and the balance outstanding as on March 31, 2018 are provided in the Corporate Governance Report.

27. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and employees of the Company.

For and on behalf of the Board

Speciality Restaurants Limited

Anjan Chatterjee

Place: Mumbai. Chairman & Managing Director

Date: May 26, 2018 (DIN: 00200443)

---

Mar 31, 2017

To,

The Members

Speciality Restaurants Limited

The Directors hereby present the Eighteenth Annual Report together with the audited Financial Statements of the Company for the financial year ended March 31, 2017.

1. Financial Results Rs. In Millions

Particulars	Standalone		Consolidated
	March 31, 2017	March 31, 2016	March 31, 2017
Revenue from operations	3,124.2	3,213.5	3,151.7
Other Income	52.4	83.0	49.5
Total Income	3,176.6	3,296.5	3,201.2
Earnings before Interest, Depreciation, Amortization and Tax	59.8	254.5	33.8
Less:
Finance Costs	0.2	0.5	0.2
Depreciation /Amortization/Impairment	326.6	283.3	337.3
(Loss) / Profit for the year before Taxes	(267.0)	(29.3)	(303.7)
Less: Taxes Expenses / (credit)
Current Tax	2.4	12.3	2.4
Deferred Tax	(46.5)	(44.2)	(46.5)
Short / (Excess) provision for tax relating to prior years	4.2	-	4.2
(Loss) / Profit for the year	(227.1)	2.6	(263.8)
Add: Balance brought forward from previous year	981.1	978.5	940.0
Available for appropriations	754.0	981.1	676.2
Balance of Profit carried forward to Balance Sheet	754.0	981.1	676.2

2. Financial Performance and the state of Company''s affairs

During the financial year 2016-17, the country experienced two landmark economic reforms even as the global economic scenario was indifferent. Firstly, the goods and services tax (“GST") would become applicable on the supply of goods or services as against the present concept of tax on the manufacture or sale of goods or provision of services. GST, being a destination based consumption tax, would accrue to the states or the union territories where the consumption takes place. It would be a dual GST with the Centre and states simultaneously levying tax on a common tax base. GST will be in effect from July 1, 2017. Secondly, the Reserve Bank of India, by a notification dated November 8, 2016, withdrew Rs. 500 and Rs. 1000 denominations of bank notes, thereby affecting growth in the last quarter.

The Company''s financial performance for the financial year 2016-17 is as under:

(i) Total Income of your Company for the year under review was Rs. 3176.6 million as against Rs. 3,296.5 million in the previous year.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA) amounted to Rs. 59.8 (1.88% of the revenue) as against Rs. 254.5 million (7.72% of the revenue) in the previous year.

(iii) The (Loss)/ Profit after Tax was Rs. (227.1) million as against Rs. 2.6 million in the previous year.

(iv) Consolidated revenue during the year was Rs. 3,201.2 million and Consolidated profit/ (loss) for the year was Rs. (263.8) million.

Your Company continued to face a challenging environment during the year under review attributable to reduction in discretionary spends by consumers, demonetization scheme, same store sales growth continued to be in negative territory coupled with lower footfalls during weekdays. The new restaurants opened during the Financial Year 2016-17 had extended breakeven period. Increase in depreciation was due to capitalization of new restaurants and impairment expenditure due to closure of restaurants.

Despite, economic factors continued to pose as headwinds for growth, your Company continues to sustain its strong focus on experimenting with buffet offerings, creating innovative offerings, investing in technology to enhance customer experience, rationalization of menus, renegotiation for reduction in rentals and measures to reduce raw material costs while retaining the footfalls through several innovative measures.

During the year under review, your Company opened two (2) confectionaries and six (6) restaurants out of which three (3) are Company Owned Company Operated (COCO) while three (3) are Franchise Owned Company Operated (FOCO). At the end of Financial Year 2016-17, your Company has 105 Restaurants (including 24 franchisees) and 18 Confectionaries. Your Company continues to pursue development of new restaurants / conversion of existing restaurants in domestic and international market under various brands to achieve sustainable and profitable growth.

3. Dividend on Equity Shares

On account of the Loss after tax reported by the Company during the year under review the Board of Directors did not recommend any dividend for the financial year ended March 31, 2017 (Dividend declared during previous year-Nil).

4. Employee Stock Option Scheme (ESOS)

During the year under review, the Company has not granted any fresh stock option to its employees.

Details of the options granted under Employee Stock Option Scheme (ESOS), as also the disclosures in compliance with Section 62 of the Companies Act, 2013 and Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines") and SEBI (Share Based Employee Benefits) Regulations, 2014 (the "SEBI Regulations") are given in Annexure A which forms part of this report.

Your Company''s Auditors M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, have certified that the ESOS has been implemented in accordance with the SEBI Guidelines & SEBI Regulations along with the resolution passed by the Members of the Company in this regard.

5. Audited Financial Statements

As per Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2017 i.e. Balance Sheet, Statement of Profit and Loss and a Cash Flow Statement is appended.

6. Subsidiary

Your Company does not have any subsidiary company as on March 31, 2017.

7. Joint Venture

Your Company has a Joint Venture company, Mainland China Restaurant LLC at Doha, Qatar as at March 31, 2017. The Consolidated Financial Statements of your Company and its Joint Venture company, prepared in accordance with the relevant Accounting Standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the Consolidated Accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of Joint Venture company in Form AOC-1 is attached to the Financial Statements of your Company.

8. Awards and Recognition

Your Company''s brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following awards:

- Mainland China, Springs Hotel Chennai won the Burrp Award in the category of Best Chinese.

- Mainland China, Doha won the Time Out Award in the category of Highly Commended Best Chinese.

- Mainland China, Malad, Mumbai won the Award of the Best Restaurant at Infiniti Mall.

- Oh! Calcutta, Forum Mall won the Rocheston Award for Distinguished Restaurant.

- Oh! Calcutta, Gurgaon won the Times Food Award in the category of Best Bengali.

- Oh! Calcutta, Bangalore won the Times Food Award in the category of Best Bengali.

- Oh! Calcutta, Silver Springs Kolkata won the Times Food Award in the category of Best Bengali.

- Oh! Calcutta, South Mumbai won the Times Food Award in the category of Best Bengali.

- Sigree Global Grill, Kolkata won the Ahare Bangle Award for the Most Innovative Dish

- Sigree Global Grill, Springs Hotel Chennai won the Burrp Award in the category of Best Buffet.

- Sigree Global Grill, Mumbai won the Times Food Award in the category of Best Multi-Cuisine Buffet in Casual Dining.

- Cafe Mezzuna, Forum Mall Kolkata won the Burrp Award in the category of Best Mediterranean & Best Pizza Award.

- HAKA, Kolkata won the Burrp Award in the category of Best Buffet.

9. Directors and Key Managerial Personnel

I. Directors

Your Company has six (6) Directors of which three (3) are Independent Directors and three (3) are Executive Directors.

II. Independent Directors

In terms of the definition of ''Independent Directors'' as prescribed under Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, to the effect that he meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1) of the Listing Regulations. The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Susim Mukul Datta

2. Mr. Dushyant Mehta

3. Mr. Ullal Ravindra Bhat (appointed with effect from April 28, 2017)

III. Woman Director

Mrs. Suchhanda Chatterjee is a Director since incorporation of the Company. Accordingly, the requirements of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17(1) of the Listing Regulations have been complied with by the Company.

IV. Managing Director and Whole-time Directors

Mr. Anjan Chatterjee has been serving as the Managing Director of the Company since December 2007.

Mrs. Suchhanda Chatterjee and Mr. Indranil Chatterjee have been serving as Whole-time Directors of the Company since July 2010.

V. Appointment/Resignation of Director and Key Managerial Personnel

During the year Mr. Jyotin Mehta (DIN: 00033518) Independent Director of your Company resigned from the Board with effect from February 8, 2017. The Board places on record its appreciation for the valuable services rendered and contribution made by Mr. Jyotin Mehta during his tenure as Director of the Company.

Mr. Ullal Ravindra Bhat (DIN: 00008425) was appointed as an Additional Director on the Board of the Company with effect from April 28, 2017 and he holds the office up to the date of forthcoming Annual General Meeting of the Company. Your approval for his appointment as an Independent Director of the Company with effect from April 28, 2017 for the period of five (5) years has been sought in the Notice convening the Annual General Meeting of the Company.

Mr. V. S. Satyamoorthy, Company Secretary and Compliance Officer the Company, retired from the services of the Company with effect from May 24, 2016. The Board places on record its appreciation for the valuable services rendered and contribution made by Mr. V. S. Satyamoorthy during his tenure as Company Secretary of the Company. Mr. Avinash Kinhikar was designated as the Company Secretary & Legal Head of the Company and Compliance Officer of the Company with effect from May 25, 2016.

Mr. Anjan Chatterjee, Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Whole-time Director; Mr Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013.

VI. Re-appointment of Director Suchhanda Chatterjee (DIN: 00226893)

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Suchhanda Chatterjee, Whole-time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Further details about the Director seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice which is being sent to the Members along with the Annual Report.

Anjan Chatterjee (DIN: 00200443)

The Board of Directors of the Company at their meeting held on May 27, 2017, subject to the approval of the Members in the ensuing Annual General Meeting of the Company, approved the re-appointment of Mr. Anjan Chatterjee, as Managing Director of the Company for a period of three years with effect from December 27, 2017.

Further details about the Director seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice which is being sent to the Members alongwith the Annual Report.

VII. Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, 2013, the Listing Regulations and SEBI Circular No. SEBI/ HO/CFD/CMD/CIr/p/ 2017/004 dated January 5, 2017 (Guidance Note on Board Evaluation), the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as evaluation of its Committees.

The manner in which the formal annual evaluation of the Directors, Committees of the Board and the Board as a whole is given in the report on Corporate Governance which forms part of the Annual Report.

VIII. Policy on Directors'' remuneration and other details

The Company''s policy relating to remuneration of Directors, Key Managerial Personnel and other Employees as stipulated in Section 178 (3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Directors'' report.

IX. Number of Board Meetings

The Board of Directors met six (6) times during the financial year 2016-17. Detailed information on the Meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. A separate Meeting of Independent Directors was also held during the financial year 2016-17.

Besides the above, several Committee Meetings of the Board were held during the financial year 2016-17, the detailed information of which is included in the report on Corporate Governance.

X. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2017 was Rs. 46,95,76,570/-. During the year under review, there was no change in the issued, subscribed and paid-up share capital of the Company.

XI. Related Party Transactions

All the related party transactions during the year were entered in the ordinary course of business and on arm''s length basis. There were no materially significant related party transactions entered during the year by your Company. Accordingly, no transactions are being reported in Form No. AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions were presented to the Audit Committee for prior approval and to the Board referred to it by Audit Committee. Omnibus approval was obtained from the Audit Committee of the Company for the related party transactions which are foreseen and repetitive in nature and were reviewed by the Committee on quarterly basis. The Policy on Materiality of Related Party Transactions and also on dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following web link http://www.speciality.co.in/pdf/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ALSO ON DEALING WITH RELATED PARTY TRANSACTIONS.pdf

The details of the transactions with Related Parties are provided on Page No. 97 under Financial Statements.

10. Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34 (3) read with para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite Certificate from the Practicing Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to this report.

11. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of the Annual Report.

12. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

13. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee (“CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at http://www.speciality.co.in/pdf/policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act, 2013 is annexed as Annexure B which forms part of this report.

14. Vigil Mechanism

In pursuance of the provisions of Sections 177 (9) and 177 (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at http://www.speciality.co.in/pdf/policies/VIGIL MECHANISM POLICY.pdf

15. Risk Management

Your Company has constituted a Risk Management Committee on November 12, 2014 for complying with the requirements of the Companies Act, 2013 and Listing Regulations to implement the risk management plan and policy of the Company. This is also in conformity with Regulation 21 of the Listing Regulations.

The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of internal financial and risk management systems.

16. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year 2016-17 under Section 186 of the Companies Act, 2013 is provided on Page No. 90 under Financial Statements.

17. Consolidated Financial Statement

The Consolidated Financial Statement of the Company and its Joint Venture company, prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 (the Act'') read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statement of the Company.

The Company prepared its financial statements in accordance with generally accepted accounting principles in India, including accounting standard read with Section 133 of the Companies Act, 2013 notified under the Companies (Accounting Standard) Rules, 2006. These are Company''s first Consolidated Financial Statement.

The annual financial statement of the Joint Venture company and related detailed information will be kept at the Registered Office of the Company and will be available to investors seeking information.

The consolidated financial statement reflect the operations of the Mainland China Restaurant, LLC, the Joint Venture company, in which your Company has 49% stake.

18. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

The Statutory Auditors has expressed an unmodified opinion on the adequacy and operating effectiveness of the Company''s Internal Financial Controls over Financial Reporting in the Annexure A to the Independent Auditor''s Report.

19. Auditors and Audit Reports

I. Statutory Auditors and their report

M/s. Deloitte Haskins and Sells LLP, Statutory Auditors of the Company were appointed at the Fifteenth Annual General Meeting of the Company held on September 15, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the year 2019. As per the provisions of Section 139 of the Companies Act, 2013 the appointment of Statutory Auditors is required to be ratified by the Members at every Annual General Meeting. A resolution for ratification is included in the Notice which is being sent to the Members along with the Annual Report. M/s. Deloitte Haskins and Sells LLP, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and are eligible for ratification of appointment. They have confirmed their eligibility to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation or adverse remark.

II. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice, to conduct the Secretarial Audit of your Company for the financial year 2016-17. The Secretarial Audit Report for the financial year 2016-17 is annexed as Annexure C which forms part of this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. Particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the aforesaid Annexure which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

21. Statutory Disclosures

I. Conservation of Energy, Technology Absorption and Foreign Exchange and Outgo

(i) Conservation of Energy

The disclosures required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) (A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remain conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company undertook a variety of energy conservation measures across all its Restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

a) The steps taken or impact on conservation of energy

- Installation of energy efficient LED Lights in all restaurants.

- Installation of Energy Management System in 25 restaurants

- Installation of Energy Saving Sensors in the AC System of 25 restaurants.

b) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 20KW Solar Power Plant at Mainland China Restaurant at Greater Kailash (GK—II) at New Delhi.

c) The capital investment on energy conservation equipments

Rs. in Millions

Particulars of Investment	Amount
Installation of Energy Management System	5.12
Installation of AC Energy Saver System
Investment in power efficient LED Lights in all restaurants

(ii) Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 (3) (B) of the Companies (Accounts) Rules, 2014 regarding technology absorption.

(iii) Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) (C) the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and Foreign Exchange outgo during the year under review in terms of actual outflows are given below:

Rs. in Millions

Foreign Exchange Earnings and Outgo	2016-17	2015-16
Foreign Exchange Earned in terms of actual inflows	2.8	3.6
Foreign Exchange Outgo in terms of actual outflows	1.9	4.7

II. No written complaints have been received by the Company during the year under review pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

III. No stock options were granted to the Directors of your Company during the year under review.

IV. Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the Directors'' Report.

22. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares including sweat equity shares to employees of the Company under any scheme save and except Employee Stock Options Scheme referred to in this Report.

iv. Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary company.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

23. Extracts of Annual Return

Pursuant to Sections 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return as at March 31 , 2017 is annexed as Annexure E which forms part of this report.

24. Directors'' Responsibility Statement The Directors confirm that:-

i. in the preparation of the annual accounts for the year ended March 31, 2017, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year 2016-17 and of the loss of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. Utilization of net proceeds from the Initial Public Offering ("Issue")

Pursuant to the approval of the Members of the Company obtained through Postal Ballot on November 27, 2015 the objects of the issue as disclosed in the Prospectus dated May 22, 2012 issued by the Company for its Initial Public Offer were varied. In terms of variation, the Company had proposed to utilize the balance unutilized amount of Rs. 578.5 million as on March 31, 2015 towards development of new restaurants/ conversion of existing restaurants under new formats in various locations across the country depending upon various factors such as the customer''s preference, competition, suitable location, selection of suitable premises at an affordable rent, etc., in the financial years 2015-18.

The Company had utilized Rs. 264.8 million upto March 31, 2017 out of the balance unutilized amount of Rs. 578.5 million towards the new objects relating to the business of the Company approved by the Members on November 27, 2015.

The Company has a good set of brands in different cuisines and segments and has also been investing in refreshing of brands to service the aspirations of all guests across geographies. The Company is well poised to effectively capture the growth opportunities in food and beverage domain.

The details of utilization of the IPO Proceeds and the balance outstanding as on March 31, 2017 are provided in the Corporate Governance Report.

26. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the Executives, Staff and Employees of the Company.

For and on behalf of the Board

Speciality Restaurants Limited

Susim Mukul Datta

Place: Mumbai. Chairman

Date: May 27, 2017 (DIN: 00032812)

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Sixteenth Annual Report together with the audited Financial Statements of the Company for the financial year ended March 31, 2015.

1. Financial Results

(Rs. in Millions)

particulars March 31, 2015 March 31, 2014

Revenue from operations 2,993.8 2,638.5

Other Income 77.1 98.3

Total Income 3,070.9 2,736.8

Earnings before Interest, Tax, Depreciation and Amortisation 368.3 438.0

Less:

Finance Costs 0.8 0.7

Depreciation /Amortization 252.3 190.3

Net profit for the year before Taxes 115.2 247.0

Less: Taxes expense / (credit)

Current Tax 50.2 81.0

Deferred Tax (29.5) (22.9)

profit for the year 94.5 188.9

Add: Balance brought forward from previous year 941.5 807.5

Less: Depreciation on transition to Schedule II of the Companies 0.9 - Act, 2013 (net of deferred tax of Rs. 0.5 millon)

Available for Appropriations 1,035.1 996.4

Less: Appropriations:-

Proposed Dividend on Equity Shares (Rs.1 per share of Rs. 10 each) 47.0 47.0

Corporate Dividend Tax 9.6 8.0

Balance of profit carried forward to Balance Sheet 978.5 941.4

2. financial performance and the state of Company''s affairs

The Indian economy grew at the rate of 7.5% year-on-year in the last quarter of the financial year 2014-15 and at 7.3% for the entire financial year 2014-15 (provisionally), as per the Central Statistical Organisation. However, the broader growth indicators continue to be slow-moving.

The ''Mid-Year Economic Analysis 2014-15'' also expects the retail inflation measured in terms of Consumer Price Index (CPI) to be in the range of 5.1% -5.8 % in the next five quarters, which is encouraging. For the year under review, the retail inflation in March dropped to a three month low of 5.17% as compared to 8.25% in the corresponding period of the previous year.

The Fine Dining Industry continues to face the twin challenges of higher costs and lower discretionary spends. The Fine Dining Market, part of the organized Chain Market Segment is still at a nascent stage in India. However, this market is likely to grow at a CAGR of around 15% over the next five years and is estimated to reach a size of Rs. 1,010 crore by 2018.

The market segments of the food service industry that are right on top are the Quick Service Restaurants ("QSR") with 43% market share followed by casual dine-in at 31% while cafe chains, frozen desserts and ice-creams form 6% of the share followed by fine dining at 4%. The rest of the market is shared by pubs, bars, clubs and lounges. QSR and casual dine-in are popular with the working professionals while fine dining is family and occasion oriented.

During the year under review, your Company commenced 14 restaurants out of which 10 are Company Owned Company Operated (COCO) while 4 are Franchise Owned Company Operated (FOCO). Out of the 4 FOCO restaurants, 2 represent international destinations in Dar es Salaam, Tanzania. At the end of the financial year 2014-15, your Company has 97 Restaurants and 18 Confectionaries.

The total Income of your Company increased to Rs. 3070.9 million from Rs. 2736.8 million in the previous year recording a growth of 12.20%.

The Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) amounted to Rs. 368.3 million (12% of the revenue) as against Rs. 438.0 million (16% of the revenue) in the previous year.

The Net Profit after Tax was Rs. 94.5 million as againstRs.188.9 million in the previous year.

Amidst the challenging economic conditions, your Company cautiously proceeded with its expansion plan charted out for the year. Your Company has initiated measures to efficiently utilize its physical and human assets, to rationalize and re-engineer costs and to tactically increase margins while retaining the footfalls through reverse innovative measures.

3. Dividend on Equity Shares

Your Directors are pleased to recommend a dividend of Rs. 1.00 per share (Previous Year Rs. 1.00 per share) for the financial year ended March 31, 2015.

4. Investment

During the year under review, the Company had entered into a Share Purchase and Shareholders'' Agreement with Love Sugar and Dough Private Limited (LSDPL), Mr. Nauzad Kersi Munshi and Ms. Tarannum Imtiaz Merchant, the Promoters of LSDPL for acquisition of 51% stake in LSDPL and accordingly acquired 51% stake in LSDPL by purchase of 5,100 equity shares of LSDPL for a consideration of Rs. 7.5 million and thus LSDPL became the Subsidiary of the Company with effect from December 30, 2014.

The Board of Directors of the Company at their Meeting held on April 28, 2015 have approved the proposal for the sale of entire stake of 51% (5,100 equity shares) held in LSDPL for a consideration of Rs. 5.7 million back to its Promoters.

The Company proposes to enter into a Share Sale Agreement with LSDPL and the Promoters of LSDPL for the proposed sale. In view of this, LSDPL would cease to be the Subsidiary of the Company upon completion of the sale transaction.

5. Employee Stock Option Scheme (ESOS)

During the year under review, the Company has not granted any fresh stock option to its employees.

Details of the shares granted under Employee Stock Option Scheme (ESOS), as also the disclosures in compliance with Section 62 of Companies Act, 2013, Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines") are annexed as Annexure A which forms part of this report.

Your Company''s Auditors M/s. Deloitte Haskins and Sells LLP, Chartered Accountants, have certified that the ESOS has been implemented in accordance with the SEBI Guidelines and the resolutions passed by the Members of the Company in this regard.

6. Awards and Recognition

Your Company''s brand initiatives has been recognized and appreciated across forums. During the year under review your Company has won the following awards:

Awards

Mainland China, Begumpet, Hyderabad won ''Times Food Awards'' in the category of Best Chinese for the year 2014-15. Mainland China, Chandigarh won ''Times Food Awards'' in the category of Best Chinese for the year 2015.

Mainland China, Jaipur won ''Times Food Awards'' in the category of Best Chinese.

Mainland China, Orion Mall, Bengaluru won ''I Ate Here Awards'' by Mouthshut.com in the category of Best Chinese Cuisine. Mainland China, Indiranagar, Bengaluru won ''I Ate Here Awards'' by Mouthshut.com in the category of Best Chinese Cuisine. Mainland China, Bandra, Mumbai, won ''I Ate Here Awards'' by Mouthshut.com in the category of Best Chinese.

Oh! Calcutta, Bengaluru won ''Times Food Awards'' in the category of Best Bengali for the year 2015.

Sigree, Vashi, Mumbai won ''I Ate Here Awards'' by Mouthshut.com in the category of Best Buffet.

Sigree Global Grill, Mumbai Suburbs won ''Times Food Awards'' in the category of Multi-Cuisine Buffets for the year 2015. Haka brand won the Zomato Users'' Choice Award'' for Buffet.

Cafe Mezzuna, Kolkata won ''Times Food Awards'' in the category of Best European/ Continental for the year 2015.

7. Directors and Key Managerial personnel

I. Directors

Your Company has Seven (7) Directors of which Four (4) are Independent Directors and Three (3) are Executive Directors as on March 31, 2015.

II. Cessation

Mr. Vishal Sood (DIN 01780814) resigned from the Board w.e.f. March 20, 2015.

The Board placed on record its appreciation for the valuable services rendered and contribution made by Mr. Vishal Sood during his tenure as Director of the Company.

III. Independent Directors

In terms of the definition of ''Independent Director'' as prescribed under Clause 49 of the Listing Agreement entered into with the Stock Exchanges and Section 149 (6) of the Companies Act, 2013, the Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013, to the effect that he meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The following Non-Executive Directors are Independent Directors of the Company:

1. Mr. Susim Mukul Datta

2. Mr. Jyotin Mehta

3. Mr. Tara Sankar Bhattacharya

4. Mr. Dushyant Mehta

IV. Woman Director

Mrs. Suchhanda Chatterjee is a Director since incorporation of the Company. Accordingly, the requirements of the provisions of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement have been complied with by the Company.

V. Managing Director and Whole-time Directors

Mr. Anjan Chatterjee has been serving as the Managing Director of the Company since December 2007.

Mrs. Suchhanda Chatterjee and Mr. Indranil Chatterjee have been serving as Whole-time Directors of the Company since July, 2010.

VI. Appointment/Resignations of Key Managerial personnel

Mr. Anjan Chatterjee, Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Whole-time Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. V.S. Satyamoorthy, Company Secretary are the Key Managerial Personnel of the Company as per the provisions of the Companies Act, 2013 and were already in office before the commencement of the Companies Act, 2013.

None of the Key Managerial Personnel has resigned or appointed during the year under review.

VII. Re-appointment of Whole-time Directors

Mrs. Suchhanda Chatterjee (DIN 00226893)

The Board of Directors of the Company at their meeting held on May 27, 2015, subject to the approval of the Members in the ensuing Annual General Meeting of the Company, approved the re-appointment of Mrs. Suchhanda Chatterjee, as Whole-time Director of the Company designated as Director-Interior and Design for a period of three years with effect from July 1, 2015.

Mr. Indranil Chatterjee (DIN 00200577)

The Board of Directors of the Company at their meeting held on May 27, 2015, subject to the approval of the Members in the ensuing Annual General Meeting of the Company, approved the re-appointment of Mr. Indranil Chatterjee, as Whole-time Director of the Company designated as Director-Commercial Operations for a period of three years with effect from July 1, 2015.

Further details about the above Whole-time Directors seeking re-appointment in the ensuing Annual General Meeting are annexed to the Notice which is being sent to the Members alongwith the Annual Report.

VIII. Evaluation of Board''s performance

The Nomination and Remuneration Committee and the Board of Directors at their meetings held on March 24, 2015 had laid down the criteria for the performance evaluation of Directors (Executive and Non-Executive Independent Directors including Chairman), Committees of the Board and the Board as a whole and the evaluation process for the same in compliance with the requirements under the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The manner in which the formal annual evaluation of the Directors, Committees of the Board and the Board as a whole is to done is given in the report on Corporate Governance which forms part of the Annual Report.

The performance of the Members of the Board, the Committees of the Board and the Board as a whole was evaluated at the Meeting of Independent Directors and the Board of Directors held on March 24, 2015.

IX. policy on Directors'' remuneration and other details

The Company''s policy relating to remuneration of Directors, Key Managerial Personnel and other Employees as stipulated under Section 178 (4) of the Companies Act, 2013, has been disclosed in the Corporate Governance report, which forms part of the Directors'' report.

X. Number of Board Meetings

The Board of Directors met Seven (7) times during the financial year 2014-15. Detailed information on the Meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. A separate Meeting of Independent Directors was also held during the financial year 2014-15.

Besides the above, several Committee Meetings of the Board were held during the financial year 2014-15, the detailed information of which is included in the report on Corporate Governance.

XI. Change in Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2015 was Rs. 46,95,76,570/-. During the year under review, there was no change in the issued, subscribed and paid-up share capital of the Company.

XII. Related Party Transactions

All the related party transactions during the year were entered in the ordinary course of business and on arm''s length basis. There were no materially significant related party transactions entered during the year by your Company. Accordingly, no transactions are being reported in Form No.AOC-2 in terms of Section 134 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

All Related Party Transactions are presented to the Audit Committee and the Board for approval. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature.

The Policy on Materiality of Related Party Transactions and also on Dealing with Related Party Transactions as approved by the Board is uploaded on the Company''s website at the following web link:- http://www.speciality. co.in/pdf/policies/POLICY ON MATERIALITY OF RELATED PARTY TRANSACTIONS AND ALSO ON DEALING WITH RELATED PARTY TRANSACTIONS.pdf

The details of the transactions with Related Parties are provided on page no.97 under Financial Statements.

8. Report on Corporate Governance

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agrement/s forms part of the Annual Report. The requisite Certificate from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

9. Management Discussion and Analysis Report

As stipulated under Clause 49 of the Listing Agreement/s with the Stock Exchanges, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of the Annual Report.

10. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

11. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee ("CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the Company''s website at the following web link: www.speciality.co.in.

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act, 2013 is annexed as Annexure B which forms part of this report.

12. Vigil Mechanism

In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the Company''s website at the following web link: www.speciality.co.in.

13. Risk Management

Your Company has constituted a Risk Management Committee in November, 2014 for complying with the requirements of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges to implement the risk management plan and policy of the Company.

The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of internal financial and risk management systems.

14. particulars of loans, guarantees or investments

Disclosure on particulars of loans, guarantees or investments made during the financial year 2014-15 under Section 186 of the Companies Act, 2013 is provided on page no. 98 under Financial Statements.

15. Consolidated Financial Statements

Subsequent to the year end, the Company has proposed to enter into a Share Sale Agreement for the proposed sale of its entire stake of 5,100 equity shares of Love Sugar and Dough Private Limited ("LSDPL") aggregating to 51% of the issued and paid-up equity share capital of LSDPL held by the Company for an aggregate consideration of Rs. 5.7 million. As the control was intended to be temporary, no consolidated financial statements have been prepared by the Company.

16. Internal financial Control Systems and their adequacy

Your Company has laid down adequate internal financial controls, through requisite policies and procedures. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information alongwith the orderly and efficient conduct of business.

17. Auditors and Audit Reports

I. Statutory Auditors and their report

M/s. Deloitte Haskins and Sells LLP were appointed as Statutory Auditors of the Company at the Fifteenth Annual General Meeting held on September 15, 2014 to hold office until the conclusion of the Annual General Meeting to be held in the year 2019. As per the provisions of Section 139 of the Companies Act, 2013 the appointment of Auditors is required to be ratified by the Members at every Annual General Meeting. A resolution for ratification is included in the Notice which is being sent to the Members alongwith the Annual Report.

II. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013, your Company had appointed M/s. GMJ & Associates, Company Secretaries as Secretarial Auditor to conduct the Secretarial Audit for the financial year 2014-15.

The Report of the Secretarial Auditor for the financial year 2014-15 is annexed as Annexure C which forms part of this report.

There were no audit qualifications in the Statutory Auditors'' Report as well as the Secretarial Audit Report for the financial year 2014-15 as annexed to this Annual Report.

18. particulars of Employees

The ratio of remuneration of each director to the median employee''s remuneration and other details in terms of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure D which forms part of this report.

A Statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure E which forms part of this report.

19. I. Statutory Disclosures

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

The activities of the Company are not covered under the disclosures required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) (A & B) of the Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption.

ii. Foreign Exchange Earnings and Outgo

The disclosures required as per the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) (C) of the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and Foreign Exchange outgo during the year under review in terms of actual outflows are given below:

(Rs. in Millions)

foreign Exchange Earnings and Outgo 2014-15 2013-14

Foreign Exchange Earned in terms of actual inflows 4.1 -

Foreign Exchange Outgo in terms of actual outflows 8.3 7.8

iii. No written complaints have been received by the Company pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

iv. No stock options were granted to the Directors of your Company during the year under review.

II. General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. Issue of shares including sweat equity shares to employees of the Company under any scheme save and except Employee Stock Option Scheme referred to in this Report.

iv. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from the subsidiary company.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

20. Extracts of Annual Return

Pursuant to Sections 134 (3) (a) and 92 (3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of Annual Return as at March 31, 2015 is annexed as Annexure F which forms part of this report.

21. Directors'' Responsibility Statement

The Directors confirm that:-

i. in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year 2014-15 and of the profit of the Company for that period;

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

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

22. Utilisation of net proceeds from the Initial public Offering ("Issue")

In terms of the schedule of deployment of net proceeds from the Issue, disclosed in the Prospectus dated May 22, 2012 (the "Prospectus"), the Company had proposed to utilise Rs. 1,316.0 million towards development of new restaurants, Rs. 151.0 million towards development of a food plaza, Rs. 94.2 million towards repayment of portion of term loan facilities and Rs. 10.5 million towards general corporate purpose in the financial years 2012-13 to 2014-15.

The details of utilization of the IPO Proceeds as of March 31, 2015 and the balance outstanding as on March 31, 2015 are provided in the Report on Corporate Governance.

In view of the economic slow-down and decrease in the discretionary spend of the customers the Company has been unable to utilize Rs. 578.5 million. Accordingly, your Company will be seeking approval of the Members to vary the Objects of the Issue as disclosed in the Prospectus dated May 22, 2012 for the amount unutilized as of March 31, 2015.

23. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the Executives, Staff and Employees of the Company.

For and on behalf of the Board Speciality Restaurants Limited

Susim Mukul Datta Chairman

Date: May 27, 2015 Place: Mumbai.

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Mar 31, 2014

The members

Speciality Restaurants Limited.

The Directors are pleased to present the Fifeenth Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2014.

1. Financial Results:

(Rs. in millions)

Particulars March 31, 2014 March 31, 2013

Revenue from operations 2638.5 2269.2

Other Income 98.4 91.2

Total income 2736.9 2360.4

Earnings before Interest, Depreciaton, Amortization and Tax 438.0 459.1

Less:

Finance Costs 0.7 5.0

Depreciaton /Amortization 190.3 149.3

Net profit for the year before Taxes 247.0 304.8

Less: Provision for Taxes

Current Tax 81.0 90.6

Deferred Tax (22.9) (19.9)

Profit afer tax 188.9 234.1

Add: Balance Brought Forward from Previous Year 807.4 628.3

Available for Appropriatons 996.3 862.4

Less: Appropriatons:-

Proposed Dividend on Equity Shares (Re. 1 per share of Rs. 10 each) 47.0 47.0

Corporate Dividend Tax 8.0 8.0

Balance profit 941.4 807.4

2. Financial Performance:

The Indian economy, Asia''s third largest has displayed declining growth rate over the last couple of years. During the year ended March 31, 2014 GDP growth remained muted at sub 5% levels. The year also saw sharp currency depreciaton while industrial actvity remained in contracton mode, consumpton demand contnued to weaken and declining Capital Goods producton was indicatve of stalled investment demand.

With sluggish growth across all sectors in the economy, the demand for the Fine Dining Industry too remained moderated throughout the year, primarily due to high Consumer Price Infaton (CPI) and weak sentment. This problem was further compounded by lower discretonary spends.

The operatng context for the year was challenging, given the backdrop of a market slowdown, a volatle input cost environment and heightened compettve intensity. Moreover, as the discretonary spends remained lower, the break-even period for your Company''s restaurants too was impacted. Further the need to record all costs related to opening of new restaurants on an upfront and actual basis added to the pressure on the operatng front.

Your Company''s performance for the year 2013-14 has to be viewed in the context of abovementoned economic and market environment.

The total Income of your Company increased to Rs. 2,736.9 million from Rs.2,360.4 million in the previous year recording a growth of 15.9%.

The profit before Depreciaton, Interest and Tax (PBDIT) amounted to Rs. 438.0 million (16.0% of the revenue) as against Rs. 459.1 million (19.5% of revenue) in the previous year.

The Net profit afer Tax was Rs.188.9 million as against Rs. 234.1 million in the previous year.

Despite, the challenging economic conditons, your Company proceeded with its expansion plan charted out for the year. Your Company has initated measures to efciently utlize its physical and human assets by sweatng them, to ratonalize and re-engineer costs and to tactcally hike prices while retaining the footalls through reversal innovatve measures.

Following the General Electons held a few months back we have a new Government with a comfortable majority. There is an air of cautous optmism that economic reforms will be put back on track and a business friendly set of initatves will be put in place to revive overall growth in the economy.

3. Dividend on equity shares:

Your Directors are pleased to recommend a dividend of Re. 1.00 per share (Previous Year Re. 1.00 per share) for the financial year ended March 31, 2014.

4. Investments in the Joint Venture Company:-

Your Company entered into a joint venture with the Al Mohannadi Group for the purpose of setng up a restaurant under the brand name "Mainland China" and a Joint Venture Company was incorporated during the financial year 2013-14 under the name of "Mainland China Restaurant LLC" in Doha, Qatar.

The Company had invested 4,90,000 QAR (Qatari Riyal) in the equity instruments of the Joint Venture Company for the subscripton of 490 equity shares of QAR 1000 each, fully paid-up.

5. Employee stock opton scheme:

Your Company has granted 5,77,200 Optons to the employees of the Company under Speciality Restaurants Limited- Employee Stock Opton Scheme 2012 (the "ESOP Scheme").

Details of the Optons granted to the Employees as on March 31, 2014 and other disclosures as required under Clause 12 of the Securites and Exchange Board of India (Employees Stock Opton Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (the "SEBI Guidelines") are set out in the Annexure to this Report.

Your Company''s Auditors M/s. Deloite Haskins and Sells LLP, Chartered Accountants, have certfed that the ESOP Scheme has been implemented in accordance with the SEBI Guidelines and the resolutons passed by the members of the Company in this regard.

6. Operatons:

The operatons of your Company are elaborated in the annexed Management Discussions and Analysis Report.

7. Management Discussion and Analysis Report:

As stpulated under Clause 49 of the Listng Agreement/s Management Discussion and Analysis Report for the financial year under review is presented in a separate secton forming part of the Annual Report.

8. Awards & Recogniton:

Your Company''s brand initatve have been recognized and appreciated across forums. During the year under review your Company has won following awards:-

Year Awards

2013 Mainland China, Gurusaday Road won the Telegraph Food Guide Award in the category of Best Oriental Cuisine.

2013 Mainland China, Chandigarh won ''Times Food Award'' in the category of Best Chinese.

2013 Oh! Calcuta, Mumbai won ''Times Food Award'' in the category of Best Bengali.

2013 Oh! Calcuta, Delhi won ''Times Food Award'' in the category of Best Bengali.

2013 Oh! Calcuta, Kolkata won the Telegraph Food Guide Award in the category of Best Bengali.

2013 Oh! Calcuta won the Chef''s Favourite in Asia''s 50 Best Restaurants (Singapore).

2013 Sigree, Vashi won the Srisht Online Channel Award in the category of Best Grill & Buffet.

2014 Mainland China, Mumbai won ''Times Food Award'' in the category of Best Chinese.

2014 Mainland China, Pune won ''Times Food Award'' in the category of Best Chinese.

2014 Mainland China, Goa won ''Times Food Award'' in the category of Best Chinese.

2014 Mainland China, Mumbai Won ''Master Brand Award'' (Asia Retail Congress).

2014 Oh! Calcuta, Mumbai won ''Times Food Award'' in the category of Best Bengali.

2014 Oh! Calcuta, Pune won ''Times Food Award'' in the category of Best Bengali.

2014 Oh! Calcuta, Bengaluru won ''Times Food Award'' in the category of Best Bengali.

2014 Oh! Calcuta, Delhi won ''Times Food Award'' in the category of Best Bengali.

2014 Sigree Global Grill, Powai won ''Times Food Award'' in the category of Mult Cuisine Bufets.

2014 Mezzuna, Pune won ''Times Food Award'' in the category of Best Pizza.

2014 Mezzuna, Pune won ''Times Food Award'' in the category of All Day Dining.

2014 Haka, City Centre Kolkata won ''Mouth Shut Award'' in the category of Best Bufet.

2014 Haka, City Centre Kolkata won ''Mouth Shut Award'' in the category of Best Chinese.

2014 Sweet Bengal, Mumbai won ''Times Food Award'' in the category of Best Mithai.

9. Directors:

In accordance with the erstwhile provisions of the Companies Act, 1956 and the Company''s Artcles of Associaton, Mr. Susim Mukul Data, Mr. Jyotn Mehta, Mr. Dushyant Mehta and Mr. Tara Sankar Bhatacharya, were appointed as Directors of the Company and are liable to retre by rotaton.

Secton 149 of the Companies Act, 2013 and the rules made thereunder provides for the appointment of independent directors. Sub-secton 10 of Secton 149 of the Companies Act, 2013 and the rules made thereunder Specifically provides that independent directors shall hold ofce for a term of upto five consecutve years on the Board of a Company. Sub-secton (11) of Secton 149 of the Companies Act, 2013 and the rules made thereunder states that no independent director shall be eligible for more than two consecutve terms of five years. Any tenure of an independent director on the date of commencement of the Companies Act, 2013 shall not be counted as a term under sub-sectons 10 and 11 of the Companies Act, 2013 except as may be provided in accordance with the rules made thereunder. Sub-secton (13) of Secton 149 of the Companies Act, 2013 states that the provisions of retrement by rotaton as Defined in sub-sectons (6) and (7) of Secton 152 of the Companies Act, 2013 shall not apply to such independent directors.

Your non-executve and independent/non-independent directors were appointed as directors liable to retre by rotaton under the provisions of the erstwhile Companies Act, 1956. Mr. Tara Sankar Bhatacharya and Mr. Dushyant Mehta, Independent Directors of the Company are not liable for retrement by rotaton at this Annual General Meetng. Mr. Vishal Sood, Non-Executve Non-Independent Director is also not liable for retrement by rotaton at this Annual General Meetng. However, in order to comply with the requirements of the Companies Act, 2013 and the rules made thereunder, your Directors seek the appointment of Mr. Susim Mukul Data, Mr. Jyotn Mehta, Mr. Tara Sankar Bhatacharya and Mr. Dushyant Mehta as Independent Directors for a period of five consecutve years with efect from April 1, 2014 upto March 31, 2019 and the re-appointment of Mr. Vishal Sood as Non-Executve and Non-Independent Director of the Company liable to retre by rotaton.

10. directors'' responsibility statement:

Pursuant to the requirement under Secton 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) The financial statements are prepared in conformance with the accountng standards issued by the Insttute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company on the historical cost conventon; as a going concern and on the accrual basis.

There are no material departures from prescribed accountng standards in the adopton of the accountng standards. The accountng policies used in the preparaton of the financial statements have been consistently applied except as otherwise stated in the notes on accounts;

ii) the Directors have selected such accountng policies and applied them consistently and made judgment and estmates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the Company as at March 31, 2014 and of the profit of the company for the year ended on that date;

iii) the Directors have taken proper and sufcient care for the maintenance of adequate accountng records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventng and detectng fraud and other irregularites; and

iv) The Directors have prepared the annual accounts on a going concern basis.

11. Conservaton of energy, Technology absorpton and foreign exchange earnings and outgo:

The Partculars required as per the provisions of Secton 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Partculars in the Report of Board of Directors) Rules, 1988 regarding conservaton of energy and technology absorpton are not given as the Company has not undertaken any manufacturing actvity.

12. Informaton pursuant to secton 217 (2a) of the Companies act, 1956:

During the year under review, none of the employees of the Company, whether employed for the whole year, or part thereof, was in receipt of remuneraton aggregatng to or in excess of the limits specified under Secton 217(2A) of the Companies Act, 1956 read with the Companies (Partculars of Employees) Rules, 1975, as amended.

13. Consolidated financial statements:

The Company does not have any subsidiaries. It is not required to publish Consolidated Financial Statements.

14. Report on Corporate Governance:

The Report on Corporate Governance as stpulated under Clause 49 of the Listng Agreement/s entered into by the Company with the stock exchange forms part of the Annual Report.

The requisite certfcate from the Company Secretaries confirming compliance with the conditons of Corporate Governance as stpulated under the aforesaid Clause 49 of the listng agreement is atached to this report.

15. Utlisaton of net proceeds from the inital public ofering ("issue")

As per the schedule of deployment of net proceeds from the Issue, disclosed in the prospectus dated May 22, 2012 (the "Prospectus"), the Company had proposed to utlize Rs. 1316.01 million towards development of new restaurants, Rs. 151.0 million towards development of a food plaza, Rs. 94.16 million towards repayment of porton of term loan facilites and Rs. 10.52 million towards general corporate purpose.

Your Directors like to inform you that as at March 31, 2014, the proceeds from the Issue earmarked towards repayment of porton of term loan facilites have been fully utlized. Further utlizaton of Rs.385.10 million scheduled to have been utlized in the financial years 2013 and 2014 towards development of new restaurants, is being utlized progressively in the light of existng economic conditons.

Further, the Company had intended to utlize Rs. 151.00 million towards development of a food plaza by financial year 2014. On account of delays with respect to obtaining of certain approvals, the Company has not been in a positon to deploy funds towards development of the food plaza. The Company intends to deploy such funds on receipt of the relevant approvals.

16. Auditors:

M/s Deloite Haskins & Sells LLP, (Formerly known as Deloite Haskins and Sells) Chartered Accountants, the Statutory Auditors of the Company, hold ofce untl the conclusion of the ensuing Annual General Meetng and are eligible for re-appointment for a period of five years as per the provisions of the Companies Act, 2013. It has been recommended to the shareholders to re-appoint M/s Deloite Haskins & Sells LLP, Chartered Accountants, for a period of five years from the conclusion of the ensuing Annual General Meetng.

The Company has received writen consent for the appointment as the Statutory Auditors as required under Secton 139 of the Companies Act, 2013.

17. Corporate social responsibility:-

As per the Companies Act, 2013 all companies having net worth of Rs. 500 crore or more or turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year will be required to consttute a corporate social responsibility (CSR) commitee of the Board of Directors comprising three or more directors, atleast one of whom will be an independent director.

In order to comply with the requirements of Secton 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has consttuted a Corporate Social Responsibility Commitee ("CSR Commitee") comprising Mr. Jyotn Mehta, Mr. Dushyant Mehta and Mrs. Suchhanda Chaterjee. The CSR Commitee is responsible for formulatng and monitoring the CSR policy of the Company in accordance with the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

18. Acknowledgement:

Your Directors would like to express their appreciaton for the assistance and co-operaton received from the banks, Government authorites, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciaton for the commited services by the executves, staf and workers of the Company.

For and on behalf of the Board

Speciality Restaurants Limited

Susim Mukul Data Chairman

Date : May 28, 2014. Place: Mumbai

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Mar 31, 2013

To The Members of Speciality Restaurants Limited.

The Directors are pleased to present the Fourteenth Annual Report together with the audited financial statements of the Company for the financial year ended 31st March, 2013.

1. Financial Results:

(Rs. in millions)

Particulars 31st March, 2013 31st March, 2012

Revenue from operations 2269.2 1962.3

Other Income 91.6 27.1

Total Income 2360.8 1989.4

Earnings before Interest, Depreciation, Amortization and Tax 459.1 402.1

Less:

Finance Costs 5.0 26.6

Depreciation /Amortization 149.3 128.7

Net Profit for the year before Taxes 304.8 246.8

Less: Provision for Taxes

Current Tax 90.6 93.6

Deferred Tax (19.9) (19.2)

Profit after tax 234.1 172.4

Add: Balance Brought Forward from Previous Year 628.3 455.8

Available for Appropriations 862.4 628.2

Less: Appropriations:-

Proposed Dividend on Equity Shares (Re. 1 per share of Rs. 10 each) 47.0 -

Corporate Dividend Tax 8.0 -

Balance Profit 807.4 628.2

2. Financial Performance:

The Total Income of your Company increased to Rs. 2360.8 million from Rs. 1989.4 million in the previous year, thus a growth of 18.67% over the previous year.

The Profit before Depreciation, Interest and Tax (PBDIT) amounted to Rs. 459.1 million (19.45% of the revenue) as against Rs. 402.1 million (20.21% of revenue) in the previous year.

The Net Profit after Tax was Rs.234.1 million as against Rs. 172.4 million in the previous year registering a growth of 35.79%.

3. Dividend on Equity Shares:

Your Directors recommend payment of maiden dividend for the financial year ended 31st March, 2013 of Re. 1.00 per equity share of face value Rs. 10 per share amounting to Rs. 55.0 million (inclusive of Corporate Dividend Tax of Rs. 8.0 million).

The dividend payout for the year under review has been proposed keeping in view the shareholders'' aspirations and the Company''s requirement for capital.

4. Share Capital:

During the year under review, your Company had successfully completed its Initial Public Offer ("IPO") and allotted. After the allotment, the Share Capital of the Company stood at Rs. 469.58 million as on 31st March, 2013.

5. Employee Stock Option Scheme:

Your Company has framed the Speciality Restaurants Limited-Employee Stock Option Scheme 2012 in accordance with the Securities and Exchange Board of India Guidelines, 1999 (''the SEBI Guidelines'') for the welfare of the employees and to retain the talent in the organisation. As the Company is still in the process of implementing the scheme on the basis of the approval granted by the Shareholders, the applicable disclosure requirements as stipulated under the SEBI Guidelines as at 31st March, 2013 are not applicable for the financial year under review.

6. Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

7. Management Discussion and Analysis Report:

As stipulated under Clause 49 of the Listing Agreement/s with the Stock Exchanges in India, Management Discussion and Analysis Report for the financial year under review is presented in a separate section forming part of the Annual Report.

8. Awards & Recognition:

Your Company''s brand initiative have been recognized and appreciated across forums. During the year under review your Company has won following awards:

Year Awards

2012 Mainland China brand won the ''I Ate Here Award'' from Mouthshut.com in the category of Best Chinese Cuisine.

2012 Mainland China brand won the ''I Ate Here Award'' from Mouthshut.com in the category of Best Buffet. 2012 Mainland China brand won the ''Cremica - Indian Restaurant Awards'' in the category of Most Preferred Fine Dining Restaurant.

2012 Mainland China brand won the ''Times Food Award'' in the category of ''Best Chinese''.

2012 Mainland China won the ''Coca Cola Golden Spoon Award'' for the most admired restaurant chain in India.

2013 Mainland China brand won the ''I Ate Here Award'' from Mouthshut. com in the category of Best Chinese Cuisine.

2013 Mainland China brand won the ''Times Food Award'' in the category of ''Best Chinese''.

2013 Mainland China brand won the ''Zomato Users'' Choice Award'' for Asian and Oriental.

2012 Oh! Calcutta brand won the ''Hindustan Times Award (Crystals People''s Choice Awards)'' in the category of City''s Finest Regional Indian Restaurants.

2012 Oh! Calcutta brand won the ''Times Food Award'' in the category of Best Bengali.

2012 Oh! Calcutta brand won the ''Asia''s 50 Best Restaurants Award'' in the category of Chef Favourites.

2012 Oh! Calcutta brand won the ''I Ate Here Award'' from Mouthshut.com in the category of Best Bengali Food.

2013 Sigree brand won the ''I Ate Here Award'' from Mouthshut.com in the category of Best Barbeque.

2013 Sigree brand won the ''Times Food Award'' in the category of Best North Indian.

2013 Sigree brand won the ''Zomato Users'' Choice Award'' for Casual Dining.

2012 Flame & Grill brand won the ''I Ate Here Award'' from Mouthshut.com in the category of Best Barbeque.

2013 Machaan brand won the ''Zomato Users'' Choice Award'' for Casual Dining.

9. Directors:

In accordance with the provisions of the Companies Act, 1956 and the Company''s Articles of Association, two Directors of the Company, namely Mr. Dushyant Mehta and Mr. Tara Sankar Bhattacharya retire from office by rotation, and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting of the Company.

During the year under review, Mr. Anjan Chatterjee was re-appointed as Managing Director of the Company for a period of five years with effect from 27th December, 2012 subject to the approval of the Shareholders.

10. Directors'' Responsibility Statement:

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

i) the financial statements are prepared in conformance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the Company on the historical cost convention; as a going concern and on the accrual basis.

There are no material departures from prescribed accounting standards in the adoption of the accounting standards. The accounting policies used in the preparation of the financial statements have been consis- tently applied except as otherwise stated in the notes to accounts;

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2013 and of the profit of the company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concern basis.

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

The Particulars required as per the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity. The details with regard to foreign exchange earnings and outgo are as under:-

(Rs. in million)

Foreign Exchange Earnings and Outgo: 2012-13 2011-12

Foreign Exchange Earned 3.28 3.27

Foreign Exchange Used 8.92 4.74

12. Information pursuant to Section 217 (2A) of the Companies Act, 1956:

During the year under review, none of the employees of the company, whether employed for the whole year, or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence, no particulars are required to be furnished in connection with the same.

13. Consolidated Financial Statements:

As the Company does not have any subsidiaries, it is not required to publish Consolidated Financial Statements.

14. Report on Corporate Governance:

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement/s forms part of the Annual Report.

The requisite Certificate from the Practising Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this report.

15. Utilisation of Issue Proceeds of the Initial Public Offering ("Issue"):

As per the schedule of deployment of net proceeds of the Issue, disclosed in the prospectus dated May 22, 2012 (the "Prospectus"), the Company had proposed to utilise Rs 469.19 million towards development of new restau- rants, Rs. 75.50 million towards development of a food plaza and Rs. 94.16 million towards repayment of term loans in financial year 2013.

Your directors would like to inform you that as at 31st March, 2013, issue proceeds earmarked towards repayment of term loans have been fully utilized. Further, the utilisation of Rs. 223.79 million and Rs. 75.50 million scheduled to be utilized in financial year 2013 towards development of new restaurants and food plaza, respectively has been deferred, since such expenditure was not considered to be commercially viable by the Company in light of the then existing economic conditions. The Company proposes to utilise these balance amounts towards the above mentioned objects in financial years 2014 and 2015.

16. Auditors:

M/s Deloitte Haskins & Sells, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from the Statutory Auditors to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956.

17. Acknowledgement:

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and workers of the Company.

For and on behalf of the Board

Speciality Restaurants Limited

Susim Mukul Datta

Chairman Date: 29th May, 2013.

Place: Mumbai

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Mar 31, 2012

The Members of Speciality Restaurants Limited.

The Directors are pleased to present the Thirteenth Annual Report together with the audited financial statements of the company for the financial year ended 31st March, 2012.

1. Financial Results:

The financial results of your Company for the financial year ended 31st March, 2012 are summarised below:

(Rs. in millions)

Particulars 31st March, 2012 31st March, 2011

Revenue from operations 1962.30 1731.05

Other Income 27.10 18.42

Total Income 1989.40 1749.47

Earnings before Interest, Depreciation and Amortization 402.08 397.03

Less:

Interest Expenses 26.64 13.21

Depreciation and Amortization 128.66 143.03

Net Profit for the year before Taxes 246.78 240.79

Less: Provision for Taxes

Current Tax 93.56 98.89

Deferred Tax Liability/ (Asset) (19.21) (18.33)

Profit after tax (which is carried forward to Balance Sheet) 172.43 160.23

Add: Balance Brought Forward from Previous Year 455.81 295.58

Cumulative Profit 628.24 455.81

2. Financial Performance:

Total income of your company increased to Rs. 1989.40 million from Rs. 1749.47 million in the previous year, thus a growth of 13.71% over the previous year.

The Profit before Depreciation, Interest and Tax (PBDIT) amounted to Rs 402.08 million (20.49 % of the revenue) as against Rs. 397.03 million (22.94% of revenue) in the previous year.

The Net Profit after tax was Rs. 172.43 million as against Rs.160.23 million in the previous year registering a growth of 7.61%.

3. Dividend on Equity Shares.

Your Directors do not recommend any dividend on Equity Shares for the year under review in order to conserve resources and for funding ongoing projects.

4. Share Capital:

During the year under review, the Company had allotted 6,687,500 equity shares against conversion of 6,405,755 compulsorily convertible preference shares held by SAIF III Mauritius Company Limited and Glix Securities Private Limited by capitalizing a sum of Rs. 2.82 million from the share premium account.

During the current year your Company had successfully launched its initial public offer ("IPO") and allotted 11,739,415 equity shares of Rs. 10 each at a premium of Rs. 140 per share. After the allotment, the Share Capital of the company stood at Rs. 469.58 million.

5. Awards & Recognition:

Your Company's brand initiative have been recognized and appreciated across forums. During the year under review your Company has won following awards:

6. Operations:

The operations of your Company are elaborated in the annexed Management Discussion and Analysis Report.

Year Awards

2012 Mainland China brand won the "Times Food Award" in the category of Best Chinese for the year 2012.

2012 Mainland China brand wons the "Images Most Admired Retailer of the Year in East India: Food Service (National Chain)

2012 The restaurant "Mainland China" located at Hyderabad was awarded the "Best Chinese Restaurant" of the year 2011 at the '2nd Epicurus Hospitality Awards'.

2012 Mainland China won the 'Coco Cola Golden Spoon Award for the most admired food service retailer of the year-dine-in international cuisine.

2012 Oh! Calcutta brand won the 'Times Food Award' in the category of 'Best Bengali' for the year 2012.

2012 Sigree Brand won the 'Times Food Award 'in the category of Best North Indian for the year 2012.

7. Directors:

The Board of Directors in their meeting held on 1st August, 2012, accepted the withdrawal of nomination of Mr. Vishal Sood as a Director of the company pursuant to the letter received from SAIF III Mauritius Company Limited. The Board wishes to place on record its high appreciation of the significant and valuable services rendered by Mr. Vishal Sood during his tenure.

The Board of Directors in their meeting held on 1st August, 2012 has appointed Mr. Vishal Sood as Additional Director. As per the provisions of Section 260 of the Companies Act, 1956 he holds office upto the date of the ensuing Annual General Meeting.

You Company has received a notice under Section 257 of the Companies Act, 1956 together with the requisite deposit, from a member proposing the appointment of Mr. Vishal Sood as a Director on the Board of the Company. Resolution seeking the approval of the members for the appointment of Mr. Vishal Sood as a Director of the Company has been incorporated in the Notice of the Annual General Meeting together with a brief resume.

In accordance with the provisions of the Companies Act, 1956 and the Company's Articles of Association, two Directors of the Company, namely Mr. Susim Mukul Datta and Mr. Jyotin Mehta, retire from office by rotation, and being eligible offer themselves for re-appointment at the ensuing Annual General Meeting of the Company. The Board recommends their re-appointment as Directors.

Brief particulars of the Directors proposed to be appointed / re-appointed as required under Clause 49 of the listing agreement are annexed to the Notice convening the 13th Annual General Meeting forming part of this Annual Report.

8. Directors' Responsibility Statement:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed that:

i ) the financial statements are prepared in conformance with the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company on the historical cost convention; as a going concern and on the accrual basis. There are no material departures from prescribed accounting standards in the adoption of the accounting standards. The accounting policies used in the preparation of the financial statements have been consistently applied except as otherwise stated in the notes on accounts;

ii) the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the company for the year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act. 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) the Directors have prepared the annual accounts on a going concern basis.

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

The Particulars required as per the provisions of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in the Report of Board of Directors) Rules, 1988 regarding conservation of energy and technology absorption are not given as the Company has not undertaken any manufacturing activity.

(Rs. in million)

Foreign Exchange Earnings and Outgo: 2011-12 2010-11

Foreign Exchange Earned 3.27 2.91

Foreign Exchange Used: 4.74 7.79

10. Information pursuant to Section 217 (2A) of the Companies Act, 1956:

During the year under review, none of the employees of the company, whether employed for the whole year, or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended and hence, no particulars are required to be furnished in connection with the same.

11. Management Discussion and Analysis:

A detailed review of operations, performance and future outlook of your Company and its business is given in the Management Discussion and Analysis which forms part of this Report.

12 . Corporate Governance:

Your Company was not a listed company as on 31st March, 2012. Your Company's Equity Shares got listed on May 30, 2012 both on BSE Ltd. (BSE) & National Stock Exchange of India Limited (NSE). Though strictly not necessary a detailed report on the Corporate Governance in compliance with Clause 49 of the Listing Agreement formed as a part of the Annual Report. A Certificate from the Practising Company Secretary on the compliance with Corporate Governance requirements by your Company is attached to the Report on Corporate Governance.

13. Auditors:

The Statutory Auditors of the Company, M/s Deloitte Haskins & Sells, Chartered Accountants, Mumbai retire at the conclusion of the ensuing Annual General Meeting. The Statutory Auditors have confirmed their eligibility and willingness to accept the office on re-appointment.

14. Acknowledgement:

The Board thanks the customers, vendors, investors and bankers for their continued support during the year and wish to place on record its appreciation of the contribution made by the employees at all levels. The consistent growth was made possible by their hard work, solidarity, cooperation and support.

The Board also thanks various Government regulatory authorities for their support and look forward to their continued support in the future.

The Board of Directors also expresses their sincere thanks to the members for the support and the confidence reposed by them in the Company.

For and on behalf of the Board

Speciality Restaurants Limited

Susim Mukul Datta Chairman

Date : 1st August, 2012.

Place: Mumbai