Directors Report of United Foodbrands Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 19^th (Nineteenth) Annual Report of the Company, together with the Audited
Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to
as "FY2025").

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

Particulars	Standalone		Consolidated
	Financial Year 2025	Financial Year 2024	Financial Year 2025	Financial Year 2024
Revenue from Operations	9,807.44	10,456.28	12,330.49	12,545.10
( ): Other Income	196.73	201.24	158.47	175.66
Total Income	10,004.17	10,657.52	12,488.96	12,720.76
(-): Total Expenses	8,291.03	8,915.67	10,217.68	10,423.41
Earnings Before Interest, Tax, Depreciation & Amortisation expense (EBITDA)	1,713.14	1,741.85	2,271.87*	2,297.35
(-): Finance Costs	664.80	667.85	778.56	758.56
(-): Depreciation & Amortisation expense	1,405.92	1,390.18	1,764.93	1,678.97
Loss Before Tax	(357.58)	(316.18)	(271.62)	(140.18)
(-): Tax Expense/(Credit)	(4.78)	(52.57)	(1.26)	(28.43)
Loss for the year	(352.80)	(263.61)	(270.36)	(111.75)
( ): Other Comprehensive Income/(Loss), net of tax	(0.83)	(11.08)	(13.30)	(9.00)
Total Comprehensive Income/(Loss) for the Year, net of tax	(353.63)	(274.69)	(283.66)	(120.75)
Earnings/(Loss) Per Share (EPS)
Basic (Rs.)	(9.03)	(6.76)	(7.11)	(3.44)
Diluted (Rs.)	(9.03)	(6.76)	(7.11)	(3.44)

‘Including share of Profit of Associate amounting to Rs.0.59 million.

2. STATE OF THE COMPANY''S AFFAIRS AND
BUSINESS PROSPECTS:

In FY2025, the Company continued to strengthen its
strategic focus on diversifying business operations
through both organic and inorganic growth avenues,
aiming to enhance long-term value creation and market
reach.

The Company has entered into a Share Subscription
Agreement and a Shareholders'' Agreement to acquire
up to 51% equity share capital in Willow Gourmet Private
Limited (hereinafter "WGPL"). WGPL is engaged in the
business of delivering ice cream under the brand ''Omm
Nom Nomm'', primarily through online delivery channels.
This acquisition is expected to strengthen the Company''s
existing delivery portfolio.

These initiatives reflect the Company''s commitment
to innovation, market responsiveness, and sustained
business growth across geographies and formats.

In FY2025, the Company reported consolidated operating
revenue of Rs.1,233 crores, reflecting a decline of 1.7%
compared to previous year. The subsidiaries of the
Company continued to perform well, contributing 21% to
the consolidated revenue.

The Indian Subsidiaries, which operates premium brands
i.e., Toscano and Salt, collectively recorded revenue of
Rs.160 crores and, accounted for 13% of the consolidated
revenue. Their pre Ind-AS restaurant operating margin
stood at 17.6%.

The Overseas Subsidiaries also maintained strong
performance, with the revenue of Rs.97 crores
contributing 8% to the consolidated revenue. Their pre
Ind-AS restaurant operating margin was 25.5%.

The state of affairs, business performance, initiatives
undertaken and business prospects of the Company
are more fully articulated in the non-statutory part and
Management Discussion and Analysis Report (MD&A)
which forms part of the Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the
Company during the financial year 2024-25.

4. DIVIDEND:

Your Company has in place a Dividend Distribution Policy
for the purpose of declaration and payment of dividend in
accordance with the provisions of the Companies Act, 2013
(hereinafter referred to as “the Act”) and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as “the SEBI (LODR) Regulations”). The
Dividend Distribution Policy is available on the website
of the Company at https://www.barbRquenation.com/
investors.

The Board has not recommended any dividend for the
FY2025.

5. AMOUNT CARRIED TO RESERVES:

The Company has not transferred any amount to
the general reserve in FY2025. Details regarding the
movement in other reserves and retained earnings for
FY2025 are provided in the Financial Statements, which
forms an integral part of the Annual Report.

6. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return, i.e. Form
MGT-7 of the Company for the FY2025 is available on the
website of the Company at https://www.barbequenation.
com/investors.

7. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL (KMP):

Your Company has a mix of Executive, Non-Executive
and Independent Directors ensuring the Board''s
independence and the clear segregation of governance
and management functions.

As on the date of this report, your Board consists of 8 (eight)
members, which includes 2 (two) Executive Directors, 3
(three) Independent Directors including 1 (one) woman
Independent Director, 3 (three) Non-Executive Directors
including one woman Director.

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes therein for the FY2025
are furnished below:

Sl. No.	Name	Designation	Date of Appointment	Date of Cessation
1.	Mr. T N Unni*1	Chairman, Non-Executive, Independent Director	09/02/2009	11/08/2024
2.	Mr. Abhay Chintaman Chaudhari*2	Chairman, Non-Executive, Independent Director	28/02/2017	-
3.	Mr. Kayum Razak Dhanani*3	Managing Director	30/11/2012	-
4.	Mr. Rahul Agrawal	Chief Executive Officer & Whole Time Director	31/12/2020	-
5.	Mr. Ajay Nanavati Vipin*4	Non-Executive, Independent Director	23/05/2024	22/05/2025
6.	Ms. Revathy Ashok	Non-Executive, Independent Director	28/03/2022	-
7.	Mr. Raoof Razak Dhanani	Non-Executive Director	01/07/2015	-
8.	Mrs. Suchitra Dhanani	Non-Executive Director	01/07/2015	-
9.	Mr. Devinjit Singh*5	Non-Executive Director	31/12/2020	03/02/2025
10.	Mr. Azhar Yusuf Dhanani	Non-Executive Director	07/08/2023	-
11	Mr. Amit V Betala	Chief Financial Officer	07/02/2023	-
12.	Ms. Nagamani C Y	Company Secretary & Compliance Officer	21/07/2014	-

Changes in Directors:

Directors appointed/re-appointed during the
FY2025:

#2 Mr. Abhay Chintaman Chaudhari, Independent
Director, was appointed as Chairman of the Company
and the Board, pursuant to the resolution passed by the
Directors in their meeting held on July 31, 2024, and the
appointment is effective from August 12, 2024.

#3 Mr. Kayum Razak Dhanani was re-appointed as
Managing Director of the Company for a period of 5 years
with effect from March 4, 2025, pursuant to the resolution
passed by the Directors in their meeting held on February
3, 2025 and the same was approved by the shareholders
through postal ballot on March 26, 2025.

#4 Mr. Ajay Nanavati Vipin was appointed as an
Independent Director of the Company, pursuant to the
resolution passed by the Directors at their Meeting held
on May 23, 2024 and the same was approved by the
Shareholders in the 18^th Annual General Meeting held on
August 6, 2024.

Directors retired/resigned during the FY2025:

#1 Mr. T N Unni, Chairman and Independent Director,
retired from the Board of the Company consequent upon
the completion of his term of appointment with effect
from August 11, 2024.

#5 Mr. Devinjit Singh, Non-Executive Director, resigned
from the office of Director of the Company with effect
from February 3, 2025.

Directors resigned after the end of the FY2025:

#4 Mr. Ajay Nanavati Vipin resigned from the Board of the
Company with effect from the closing business hours of
May 22, 2025, citing that the Company''s strategies were
not aligned with his expertise and that he was therefore
unable to contribute effectively. He further confirmed that
there were no other material reasons for his resignation,
apart from those stated above.

Declaration by Independent Directors:

The Company has received necessary declarations/
disclosures from all the Independent Directors to the
effect that they meet the criteria for independence as
provided under Section 149(6) of the Act and the rules
made thereunder and Regulation 16(1)(b) of the SEBI
(LODR) Regulations.

8. BOARD MEETINGS:

4 (four) Board meetings were held during the FY2025. The
maximum gap between any two meetings was within the
stipulated time period as prescribed under the Act and the
SEBI (LODR) Regulations. The full details of meetings of
the Board and its Committees are given in the Corporate
Governance Report, which forms part of the Annual
Report.

9. COMMITTEES OF THE BOARD:

As on March 31, 2025, your Board has 6 Committees
viz., Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility &
Sustainability Committee, Stakeholders'' Relationship
Committee, Risk Management Committee and Investment
Committee. The composition of the Committees, roles &
responsibilities and meetings held, as per the applicable
provisions of the Act and rules made thereunder, and the
SEBI (LODR) Regulations, are disclosed separately in the
Corporate Governance Report, which forms part of the
Annual Report.

During the FY2025, the Audit Committee, and Nomination
& Remuneration Committee were re-constituted by the
Board in its meeting held on July 31, 2024, and Investment
Committee was constituted pursuant to the resolution
passed by the Directors in their meeting held on February
3, 2025.

10. CORPORATE GOVERNANCE REPORT:

The Company diligently follows and adheres to best
governance practices, cultivating a robust value system
centered on five guiding principles viz., stewardship,
transparency, accountability, integrity, and adherence to
Environmental, Social, and Governance (ESG) principles.
These principles are designed to benefit all stakeholders.
The Corporate Governance Report for the FY2025, as
required under Regulation 34 read with Schedule V of the
SEBI (LODR) Regulations, forms part of the Annual Report.

The Compliance Certificate issued by Mr. Vijayakrishna
K T, Practising Company Secretary, on compliance with
conditions of Corporate Governance as stipulated in the
SEBI (LODR) Regulations is annexed to this report as
Annexure-1.

11. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT:

Management Discussion & Analysis Report (MD&A) for
the FY2025, as required under Regulation 34 read with
Schedule V of the SEBI (LODR) Regulations, forms part of
the Annual Report.

12. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report (BRSR)
for the FY2025, as required under Regulation 34 of the
SEBI (LODR) Regulations, forms part of the Annual Report.

13. PERFORMANCE EVALUATION OF THE
BOARD:

Your Board has implemented a formal mechanism
for evaluating its performance, along with that of its
Committees and individual Directors, including the
Chairperson of the Board. This evaluation is conducted
through a structured questionnaire covering various
aspects of the Board and Committees'' functioning. The
detailed process for the annual evaluation of the Board''s
performance, its Committees, Chairperson and individual

Directors, including Independent Directors, is disclosed in
the Corporate Governance Report, which forms part of the
Annual Report.

14. DIRECTORS'' RESPONSIBILITY
STATEMENT:

To the best of the Board''s knowledge and belief and
according to the information and explanations obtained by
the Board, your Directors make the following statements
in terms of Sections 134(3)(c) and 134(5) of the Act:

a) in the preparation of the annual accounts for the
financial year 2024-25, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) 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 on March 31, 2025 and of the Profit
and Loss of the Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on
a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

15. POLICY ON DIRECTORS'' APPOINTMENT
AND REMUNERATION:

Your Company has adopted Nomination & Remuneration
Policy for the purpose of appointment of Directors, Key
Managerial Personnel and Senior Management Personnel,
and payment of remuneration to them, including criteria
for determining qualifications, positive attributes and
independence of a Director, in accordance with Section
178(3) of the Act and the rules made thereunder. The
said Policy is available on the website of the Company at
https://www.barbRquRnation.com/investors.

16. LOANS, GUARANTEES AND
INVESTMENTS:

Particulars of loans granted, guarantees given and
investments made by the Company, pursuant to Section
186 of the Act and the rules made thereunder, for the
FY2025 are provided in the Financial Statements, which
forms an integral part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All contracts/arrangements/transactions entered into by
the Company during the FY2025 with its related parties
were conducted in the ordinary course of business and
on arm''s length basis. These Related Party Transactions
(RPTs) were subject to prior approval of the Audit
Committee.

During the FY2025, the Company has not entered into
any materially significant related party transaction that
requires the approval of Shareholders under Regulation 23
of the SEBI (LODR) Regulations or Section 188 of the Act.
Disclosures on RPTs under Section 134(3)(h) of the Act,
read with Rule 8(2) of the Companies (Accounts) Rules,
2014 in Form AOC-2, is not applicable to the Company
for the FY2025 and accordingly, the said form is not
enclosed to this report. Details of RPTs are provided in the
form of Notes to Financial Statements (both Standalone
and Consolidated), as per the applicable Accounting
Standards.

The Policy on RPTs, as approved by the Board, is
available on the Company''s website at https://www.
barbRquRnation¦Com/invRstors¦

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital:
Authorized/Nominal Share CaDital as on March 31, 2025:

No. of equity shares	Face Value per Share (in Rs.)	Nominal Value (in Rs.)
6,00,00,000	5	30,00,00,000

The Company has only one class of Equity Shares.

Issued, Subscribed and Paid-up Share Capital and changes therein during the FY2025:

Particulars	No. of shares	Nominal Value (in Rs.)
Issued, Subscribed and Paid-up Share Capital at the beginning of the FY2025	3,90,70,775	19,53,53,875
Shares issued during the FY2025#	6,927	34,635
Issued, Subscribed and Paid-up Share Capital at the end of the FY2025	3,90,77,702	19,53,88,510

"Details of shares issued during the FY2025:

Sl. No.	Date of allotment	No. of shares allotted	Type of issue/allotment
1.	May 23, 2024	1,296	Employee Stock Option Plan
2.	July 31, 2024	871	Employee Stock Option Plan
3.	November 12, 2024	3,960	Employee Stock Option Plan
4.	February 3, 2025	800	Employee Stock Option Plan

Approvals of the Board of Directors and Shareholders of the Company for the aforesaid issue of shares have been
obtained, wherever necessary.

P Hthor nicrlncnrpc on Chare (tanital¹

Particulars	Disclosures
Buy Back of Securities	The Company has not bought back any of its securities during the FY2025.
Issue of Sweat Equity Shares	The Company has not issued any sweat equity shares during the FY2025.
Issue of Bonus Shares	No bonus shares were issued during the FY2025.
Issue of Equity Shares with Differential Voting Rights	The Company has not issued any equity shares with differential voting rights during the FY2025.

19. INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):

Pursuant to Sections 124 and 125 of the Act, read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF
Rules”), any amount in the Unpaid Dividend Account, the
application money received for allotment of any securities
and due for refund, principal amount of matured deposits
and debentures and interest accrued thereon, redemption
amount of preference shares, etc., remaining unclaimed
and unpaid for a period of 7 (seven) years from the date of
its due for payment by the Company shall be transferred
to the Investor Education and Protection Fund (IEPF)
established by the Central Government. Additionally, the
shares on which dividend has not been paid or claimed
by the shareholders for 7 (seven) consecutive years or
more shall also be transferred to IEPF, pursuant to Section
124(6) of the Act and the rules made thereunder.

Further, it is hereby confirmed that the Company is not
required to transfer any amount to the IEPF.

20. EMPLOYEE STOCK OPTION SCHEME:

• In order to attract and retain talented and key
employees, and to reward them for their performance,
the Company has adopted 2 (two) Employee Stock
Option Schemes viz., ''''Barbeque Nation Hospitality
Limited - Employee Stock Option Plan 2015” (''ESOP
Plan 2015'') and “Barbeque Nation Hospitality Limited
- Employee Stock Option Plan 2022” (''ESOP Plan
2022''). Both the ESOP Schemes are administered by
the Nomination and Remuneration Committee of the
Board for the benefit of employees of the Company
and its Subsidiaries.

• The certificate from the Secretarial Auditor of the
Company stating that the ESOP Plan 2015 and ESOP
Plan 2022 have been implemented in accordance
with the SEBI (Share Based Employees Benefits and
Sweat Equity) Regulations, 2021 and in accordance
with the resolutions passed by Shareholders of the
Company in the general meeting, will be placed
before the Shareholders at the Annual General
Meeting and the same will also be made available on
the website of the Company.

• The disclosures as required under the SEBI (Share
Based Employees Benefits and Sweat Equity)
Regulations, 2021, is available on the website of
the Company at https://www.barbequenation.com/
investors.

• The Company has not amended/modified ESOP
Plans during the FY2025.

21. DETAILS OF CONSERVATION OF
ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:

A. Conservation of Energy:

(i) The steps taken or impact on conservation of
energy:

The Company continuously strives to improve the energy
efficiency and has implemented energy conservation
measures across all its operations.

The Company has taken significant steps towards energy
conservation, including:

• Implementation of LED lighting systems to minimize
energy consumption during operations.

• Deployment of an loT-based Electricity Management
system, featuring Variable Frequency Device (VFD)
panels in new outlets. These panels automatically

detect power requirements and accordingly optimize
equipment operations to conserve power.

• Ongoing efforts to implement an energy management
system for AC units and refrigerators to monitor and
optimize energy usage.

These measures reflect the Company''s commitment to
sustainability and responsible resource management.

(ii) The steps taken by the company for utilising
alternate sources of energy:

Nil

(iii) The capital investment on energy
conservation equipments:

Nil

B. Technology Absorption:

Technology plays a pivotal role in today''s digital era and
the Company recognizes its significance. The Company
is committed to embrace and utilize technology at
every possible step to enhance its operations and stay
competitive.

Detailed information about conservation of energy and
technology absorption and adoption by the Company is
available in the MD&A and BRSR which forms part of the
Annual Report.

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings:

Particulars	FY2025	FY2024
Sale of Food and Beverages*	112.01	139.37

‘Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.
Foreign Exchange Outgo (on CIF value basis):

Particulars	FY2025	FY2024
Import of Capital Goods	-	2.13
Import of Raw Materials	85.46	96.87
Total	85.46	99.00

22. RISK MANAGEMENT POLICY:

The business and financial risks faced by the Company are akin to any other company in the same line of business.
To address these risks, your Board has constituted a dedicated Risk Management Committee and implemented a
comprehensive Risk Management Policy.

This policy aims to manage uncertainty and adapt to changes in both internal and external environment, thereby
minimizing negative impacts and maximizing opportunities. The robust enterprise risk management framework enables
the Company to identify and evaluate business risks and opportunities transparently.

By mitigating adverse impacts on business objectives
and enhancing the Company''s competitive edge, this
framework strengthens the Company''s ability to navigate
challenges and capitalize on emerging opportunities.

23. CORPORATE SOCIAL RESPONSIBILITY

(CSR):

Your Company has constituted a Corporate Social
Responsibility and Sustainability (CSR&S) Committee
and has adopted Corporate Social Responsibility Policy
in accordance with the provisions of Section 135 of the
Act and the rules made thereunder. The CSR Policy is
available on the Company''s website at https://www.
barbRquRnation.com/investors. Further, details of CSR
Committee and its roles and responsibilities are disclosed
in the Corporate Governance Report, which forms part of
the Annual Report.

The Company is not required to make any CSR contribution
for the FY2025 as its average net profits for 3 immediate
preceding financial years is nil and has average net loss.

The Annual Report on CSR activities for the FY2025, as
required under Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed to this report
as Annexure-2.

24. INTERNAL FINANCIAL CONTROL AND
ITS ADEQUACY:

Your Company has an internal control system which is
commensurate with the size, scale and complexity of its
operations, with a focus on promoting the interest of all
stakeholders. This system aims to facilitate operations
while managing financial, business, and operational risks,
prioritizing integrity and ethics within the organizational
culture.

Pursuant to Section 138 of the Act and the rules made
thereunder and resolution passed by the board in its
meeting held on September 27, 2023, Messrs. Deloitte
Touche Tohmatsu India LLP were appointed as an Internal
Auditor of the Company for conducting internal audit for
the period from July 1, 2023 to December 31, 2026.

The scope and authority of the internal audit is defined by
the Audit Committee. The Internal Auditor monitors and
evaluates the efficacy and adequacy of internal control
system in the Company, ensuring compliance with the
accounting procedures, financial reporting standards,
and policies across all locations of the Company. Based
on the internal audit reports, process owners undertake
corrective actions, wherever necessary, within their
respective areas to strengthen the controls.

Your Company has laid down a set of standards, processes
and structures which enables the Company to implement
internal financial control across the organisation and
ensure that the same are adequate and operating
effectively.

25. PROHIBITION OF INSIDER TRADING:

In compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has adopted
''Code of Conduct for Prevention of Insider Trading''
for regulating, monitoring and reporting of trading in
Securities of the Company by the Designated Persons
(DPs) and their immediate relatives, and ''Code for Fair
Disclosure of Unpublished Price Sensitive Information'' for
fair disclosure of Unpublished Price Sensitive Information
(UPSI) to the Stock Exchanges on a continuous basis
and in a timely manner in order to ensure that such
information is generally available to all the stakeholders on
a non-discriminatory basis. The Code for Fair Disclosure
is available on the Company''s website at https://www.
barbRquRnation¦Com/invRstors¦

26. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

Pursuant to Section 177 of the Act and the rules made
thereunder and the SEBI (LODR) Regulations, the
Company has in place a Whistle Blower Policy for Directors
and employees to report any genuine concerns, unethical
behaviours, misuse of any UPSI, actual or suspected
fraud or violation of the Company''s Code of Conduct. The
vigil mechanism provides adequate safeguards against
victimization of director(s) or employee(s) or any other
person who avails the mechanism.

The said policy is available on the website of the Company
at https://www¦barbRquRnation¦Com/invRstors¦

27. REMUNERATION TO DIRECTORS,

KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:

Disclosures in relation to remuneration paid to Directors,
Key Managerial Personnel and employees as required
under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure-3.

Further, full details of remuneration paid to Directors is
disclosed in the Corporate Governance Report which
forms part of the Annual Report.

The statement and particulars of the employees as
required under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms
part of this Annual Report. However, in terms of proviso to
Section 136(1) of the Act, the Board''s Report and Financial
Statements are being sent to the Shareholders, excluding
the aforesaid information. Any shareholder interested in
obtaining a copy of the same may write to the Company
Secretary at [e-mail]. The said
information is also open for inspection at the registered
office of the Company during the working hours.

28. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The details of subsidiaries, associate companies and joint ventures of the Comoanv are furnished below:

Type of Company	Name	Country of	% of Shareholding held
		Incorporation	by the Company
Holding Company	The Company is not subsidiary to any other Company	Not Applicable	Not Applicable
Subsidiaries	Red Apple Kitchen Consultancy Private Limited. India	India	89.05% #1
	Blue Planet Foods Private Limited. India	India	11.77% (Red Apple holds 41.49%)
Wholly Owned	Barbeque Nation Mena Holding Limited	Dubai	100%
Subsidiaries	(“BBQ Mena”)
	Barbeque Nation Holdings Pvt Ltd #2	Mauritius	100%
Step Down	Barbeque Nation Restaurant LLC	Dubai	BBQ Mena holds 100%
Subsidiaries	Barbeque Nation (Malaysia) SDN. BHD.	Malaysia	BBQ Mena holds 100%
	Barbeque Nation International LLC	Oman	BBQ Mena holds 49% #3
	Barbeque Nation Bahrain W.L.L	Bahrain	BBQ Mena holds 99% #3
	Barbeque Nation Lanka (Pvt) Ltd #4	Sri Lanka	BBQ Mena holds 100%
	Barbeque Nation Saudi Arabia Limited#5	Saudi Arabia	BBQ Mena holds 70%
Associate Companies	Willow Gourmet Private limited #6	India	42.36%
Joint Ventures	Nil	Not Applicable	Not Applicable

#¹ During the FY2025, the Company has acquired additional
6.62% stake in Red Apple Kitchen Consultancy Private
Limited (“Red Apple”) from existing shareholders of Red
Apple. Consequent to the said acquisition. the Company
holds 89.05% stake (earlier 82.43%) in Red Apple.

#² Pursuant to the approval of the Registrar of Companies.
Mauritius, Barbeque Nation Holdings Pvt Ltd has been
removed (struck-off) from the Register under Section 308
of the Mauritius Companies Act, 2001 with effect from
December 2. 2024.

#³ On the basis of voting rights and control. BBQ Mena has
100% control over the step down subsidiaries.

#⁴ Barbeque Nation Lanka (Pvt) Ltd was incorporated on
August 21. 2024.

#⁵ BBQ Mena had subscribed to the Memorandum of
Association/Constitution of Barbeque Nation Saudi Arabia
Limited on February 4. 2025 and it was approved by the
Ministry of Commerce. Kingdom of Saudi Arabia.

^#6 On February 3. 2025. the Company executed Share
Subscription Agreement and Shareholders'' Agreement to

acquire upto 51% of equity share capital of Willow Gourmet
Private Limited and further. the Company has partly
completed the aforesaid acquisition and has acquired
42.36% on March 11. 2025.

• Salient features of the financial statements, including
performance and financial position of Subsidiaries of
the Company for the financial year 2024-25 are given
in Form AOC-1 which is annexed to this report as
Annexure-4. Your Company has in place a Policy for
determining Material Subsidiaries and the said Policy
is available on the website of the Company at https://
www.barbRquRnation.com/investors.

• Pursuant to the provisions of Section 136 of
the Act and Regulation 46 of the SEBI (LODR)
Regulations, separate audited financial statements
of the subsidiaries are available on the website of
the Company at https://www.barbequenation.com/
investors.

Except as disclosed above. no other company has become
or ceased to be a subsidiary. joint venture or associate of
the Company during the financial year.

29. AUDITORS AND AUDITOR''S REPORT:

A. Statutory Auditors:

Pursuant to the provisions of Section 139(2) of the Act, the Shareholders, in the 17^th Annual General Meeting (AGM) held on
September 25, 2023, have approved the appointment of Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration Number: 101049W/E300004), as Statutory Auditors of the Company for a period of 5 consecutive
years from the conclusion of 17^th AGM until the conclusion of 22^nd AGM of the Company.

The Auditors'' Report, read together with Annexure referred to in the Auditors'' Report for the financial year ended March
31, 2025, do not contain any qualification, reservation, adverse remark or disclaimers.

Further, the Statutory Auditors have not reported any frauds in terms of Section 143(12) of the Act during the financial
year 2024-25 and hence, the details which are required to be disclosed under Section 134(3)(ca) of the Act are not
applicable.

B. Secretarial Auditor:

The Board in its meeting held on February 3, 2025 has approved the appointment of Mr. Vijayakrishna K T, Practising
Company Secretary (FCS No: 1788; C.P. No: 980), Bengaluru, as Secretarial Auditor of the Company for conducting
Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report of the Company and Red Apple Kitchen
Consultancy Private Limited, an Indian material subsidiary of the Company, for the financial year 2024-25 are enclosed to
this report as Annexure-5. The reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (hereinafter referred to as “the POSH Act”).
The Company has constituted Internal Complaints Committee (ICC) to redress the sexual harassment complaints. The
constitution and composition of the ICC is in accordance with the POSH Act.

Following is the summary of sexual harassment complaints received and disposed-off during the FY2025:

Particulars	No. of complaints
No. of complaints pending at the beginning of the financial year	0
No. of complaints received during the financial year	6
No. of complaints disposed-off during the financial year	6
No. of complaints pending as at the end of the financial year	0

The necessary actions have been taken against whom the complaints were received.

31. SECRETARIAL STANDARDS:

During the FY2025, your Company has duly complied
with the Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central
Government under Section 118(10) of the Act.

32. EVENTS OCCURRING AFTER THE
BALANCE SHEET DATE:

There are no significant events to have occurred after the
Balance Sheet date which have material impact on the
financial statements.

33. MATERIAL CHANGES & COMMITMENTS:

There are no material changes and commitments
affecting the financial position of the Company which
have occurred between the end of the financial year of
the Company to which the financial statements relate to
and the date of this report.

34. DISCLOSURE BY LARGE CORPORATES:

With reference to Regulation 50B of the SEBI (Issue and
Listing of Non-Convertible Securities) Regulations, 2021
read with the SEBI Operational Circular No. SEBI/HO/
DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as
on April 13, 2022) and SEBI Circular No. SEBI/HO/DDHS/
DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023,
as amended from time to time, on issue and listing of
Non-convertible Securities, Securitised Debt Instruments,
Security Receipts, Municipal Debt Securities and
Commercial Paper, we hereby confirm that the Company
is not a “Large Corporate” as on March 31, 2025 or in the
previous financial years in terms of the applicability criteria
mentioned in clause 1.2 of Chapter XII of the of the SEBI
Operational Circular.

Hence, the requirement of raising minimum 25% of
the incremental borrowings in a financial year through
issuance of debt securities is not applicable to the
Company.

35. OTHER DISCLOSURES:

Disclosures	Board''s Comment
Deposits	The Company has not accepted any deposits within the meaning of Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during the FY2025. Hence, the disclosures as required under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable.
Debentures	The Company does not have any outstanding debentures and has not issued any debentures during the FY2025.
Insolvency and Bankruptcy Code, 2016	During the FY2025, no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
One-Time Settlement with the banks and financial institutions	During the FY2025, your Company has not entered into any One-Time Settlement with banks or financial institutions.
Cost Audit	Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable to the Company.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future	During the FY2025, no significant or material orders were passed by any regulators, courts or tribunals which impact the going concern status and operations in the future.
Statement of Deviation(s) or Variation(s)	During the FY2025, the Company has not raised any money through preferential issue or any money raised through Initial Public Offer/ preferential issue is pending unutilized at the end of the financial year.

36. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the cooperation and continued support extended by customers,
landlords, employees, shareholders, investors, partners, vendors, suppliers, bankers, the Government, statutory and
regulatory authorities, stock exchanges, depositories and other intermediaries to the Company.

We anticipate and value the continued support and co-operation of all our stakeholders.

For and on behalf of the Board of Directors

Place: Bengaluru Kayum Razak Dhanani Abhay Chintaman Chaudhari

Date: May 22, 2025 Managing Director Chairman & Independent Director

DIN: 00987597 DIN: 06726836

---

Mar 31, 2023

BOARDS REPORT

To

The Members

Barbeque-Nation Hospitality Limited

Your Directors have pleasure in presenting the Seventeenth (17th) Annual Report of the Company, together with the Audited
Standalone and Consolidated Financial Statements for the Financial Year ended March 31,2023 (FY2023).

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

Particulars	Standalone			Consolidated
	Financial Year 2023	Financial Year 2022		Financial Year 2023	Financial Year 2022
Revenue from Operations	10,737.80		7,610.52	12,337.55		8,605.54
( ):Other Income	98.22		255.58	80.27		262.79
Total Income	10,836.02	7,866.10		12,417.82	8,868.33
(-): Total Expenses	8,892.21	6,536.46		10,031.74	7,268.22
Earnings Before Interest Tax Depreciation & Amortization (EBITDA)	1,943.81	1,329.64		2,386.08	1,600.11
(-): Finance Cost	647.84		555.88	717.01		653.03
(-): Depreciation & Amortization	1,241.02		1,056.19	1,449.98		1,272.59
Profit/(Loss) Before Tax and Exceptional Items	54.95	(282.43)		219.09	(325.51)
( ): Exceptional Items - Net Gain/(Loss)	46.91	2.77		38.23	4.93
Profit/(Loss) Before Tax	101.86	(279.66)		257.32	(320.58)
(-): Tax Expense/(Benefit)	34.71	(64.66)		65.85	(68.66)
Net Profit/(Loss)	67.15	(215.00)		191.47	(251.92)
( ): Other Comprehensive Income/(Loss)	(3.14)	(0.85)		(7.47)	(19.82)
Total Comprehensive Income/(Loss) for the Year	64.01	(215.85)		184.00	(271.74)
Earnings Per Share (EPS, Rs.)
Basic	1.72		(9.23)	4.37		(10.30)
Diluted	1.71		(9.23)	4.32		(10.30)

2. STATE OF THE COMPANY’S AFFAIRS AND
BUSINESS PROSPECTS:

FY2023 was a milestone year for the Barbeque Nation
brand as it crossed the Rs.1,000 crore annual revenue
mark. Barbeque Nation is the first ever Casual Dining
Restaurant (CDR) chain in India to reach this historic
landmark of annual revenue.

During the year, the Company continued on its path
of strategic diversification in the food services space.
The Company has successfully created multiple levers
of growth. Barbeque Nation India dine-in business used
to account for 97% (approx.) of the total revenue 6 years
back but now additional pillars of growth such as Toscano,
international business and delivery business account for
almost 25% of the total revenue. Going forward, while
Barbeque Nation India business will continue its growth
trajectory on a higher base, new verticals are anticipated to
grow at a faster clip pace resulting in further diversification
of our revenue contribution across these levers of growth.

Medium to long-term growth story of our Company
remains intact. Our growth, going forward, will be driven
by Same Store Sales Growth (SSSG) and expansion-led
growth for Barbeque Nation and Toscano businesses and
calibrated growth for international business, coupled with
increase in average daily sales of both UBQ and Dum Safar.

The state of affairs, business performance, initiatives
undertaken and business prospects of the Company
are more fully articulated in the non-statutory part and
Management Discussion and Analysis Report (MD&A)
which forms part of the Annual Report.

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the
Company during the financial year 2022-23.

4. DIVIDEND:

Your Company has in place a Dividend Distribution Policy
for the purpose of declaration and payment of dividend
in accordance with the provisions of the Companies Act,
2013 (the "Act”) and Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI (LODR) Regulations”).
The Dividend Distribution Policy is available on the
website of the Company at https://www.barbequenation.
com/corporate-governance-policies.

Considering the need to conserve resources for meeting
future expansion plans in India and overseas which
will contribute to long-term shareholder value, your
Board has not recommended any dividend for the
financial year 2022-23.

5. AMOUNT CARRIED TO RESERVES:

The details with respect to movement in reserves of the
Company for the financial year 2022-23 is available in
the Financial Statements, which forms an integral part of
the Annual Report.

6. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual Return,
i.e. Form MGT-7 of the Company for the financial year
2022-23 is available on the website of the Company at
https://www.barbequenation.com/postal-ballot.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP):

Your Company has an appropriate mix of Executive,
Non-Executive and Independent Directors to maintain

independence of the Board and segregate its functions of
governance and management.

As on the date of this report, your Board consists of8 (eight)
members, which include 2 (two) Executive Directors, 3
(three) Independent Directors including 1 (one) woman
Independent Director and 3 (three) Non-Executive
Directors. The Board periodically evaluates the need for
change in its composition and size.

The composition of the Board of Directors, Key Managerial
Personnel (KMP) and changes in the composition of the
Board and KMP during the financial year 2022-23 are
furnished below:

1 Sl. No.	Name	Designation	Date of Appointment	Date of Cessation
i.	Mr. T N Unni	Chairman, Non-Executive, Independent Director	09/02/2009	-
2.	Mr. Kayum Dhanani	Managing Director	30/11/2012	-
3.	Mr. Rahul Agrawal	Chief Executive Officer & Whole Time Director	31/12/2020
4.	Mr. Raoof Dhanani	Non-Executive Director	01/07/2015	-
5.	Mrs. Suchitra Dhanani	Non-Executive Director	01/07/2015	-
6.	Mr. Abhay Chaudhari#1	Non-Executive, Independent Director	28/02/2017	-
7.	Ms. Revathy Ashok#1	Non-Executive, Independent Director	28/03/2022	-
8.	Mr. Devinjit Singh	Non-Executive Director	31/12/2020	-
9.	Mr. Natarajan Ranganathan#2	Non-Executive, Independent Director	31/12/2020	16/04/2022
10.	Mr. Amit V Betala#3	Chief Financial Officer	14/01/2020	18/05/2022
11.	Mr. Anurag Mittal#3	Chief Financial Officer	19/05/2022	06/02/2023
12.	Mr. Amit V Betala#3	Chief Financial Officer	07/02/2023	-
13.	Ms. Nagamani C Y	Company Secretary & Compliance Officer	21/07/2014	-

Change in Directors:

a) #1 Directors appointed/re-appointed during the financial year 2022-23:

(i) Mr. Abhay Chintaman Chaudhari has been re-appointed as an Independent Director of the Company for the second term
of 5 consecutive years with effect from September 6, 2022, pursuant to the resolution passed by the shareholders at the
16th Annual General Meeting held on September 6, 2022; and

(ii) Ms. Revathy Ashok has been appointed as an Independent Director of the Company for a period of 5 consecutive years,
pursuant to the approval of shareholders by way of postal ballot which was deemed to be passed on May 28, 2022.

In the opinion of the Board, the Independent Directors appointed/re-appointed during the financial year are persons of
integrity and possess relevant expertise and experience. Further, they fulfil the conditions specified under the Act (read with
the Rules made thereunder) and SEBI (LODR) Regulations and are independent of the Management.

b) #2 Directors who stepped down from the Board during the financial year 2022-23:

Mr. Natarajan Ranganathan resigned from the office of Independent Director of the Company with effect from April 16, 2022,
citing the reason that he does not have sufficient time to devote to the Board of the Company and further confirmed that there
are no material reasons for his resignation.

Change in Chief Financial Officer:

#3 Mr. Amit V Betala resigned from the office of Chief Financial Officer of the Company with effect from May 18, 2022 (closing
hours) and moved to the role of Chief Growth Officer and Mr. Anurag Mittal had been appointed as Chief Financial Officer of
the Company with effect from May 19, 2022.

Mr. Anurag Mittal resigned from the office of Chief Financial Officer with effect from February 6, 2023 and Mr. Amit V Betala has
been appointed as Chief Financial Officer of the Company with effect from February 7, 2023.

Declaration by Independent Directors:

The Company has received necessary declarations/disclosures from all the Independent Directors to the effect that they meet the
criteria of independence as provided under Section 149(6) of the Act and Rules made thereunder and Regulation 16(1)(b) of SEBI
(LODR) Regulations.

8. BOARD MEETINGS:

4 (four) Board meetings were held during the financial year
2022-23. The maximum gap between any two meetings
was within the stipulated time period as prescribed under
the Act and SEBI (LODR) Regulations. The full details of
meetings of the Board and its Committees are given in
the Corporate Governance Report which forms part of
the Annual Report.

9. COMMITTEES OF THE BOARD:

As on 31st March 2023, your Board has 5 Committees
viz., Audit Committee, Nomination and Remuneration
Committee,CorporateSocialResponsibility&Sustainability
Committee, Stakeholders'' Relationship Committee, and
Risk Management Committee. The composition of the
Committees, roles and responsibilities and meetings held,
as per the applicable provisions of the Act and rules made
thereunder, and SEBI (LODR) Regulations, are disclosed
separately in the Corporate Governance Report which
forms part of the Annual Report.

10. CORPORATE GOVERNANCE REPORT:

The Company has been following and adhering to best
governance practices to ensure cultivating a robust value
system of integrity, fairness, transparency, accountability
and adoption of the highest standards of business ethics
that will reap benefits for all stakeholders. The Corporate
Governance Report for the FY2023, as required under
Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, forms part of the Annual Report.

The Compliance Certificate issued by Mr. Vijayakrishna
K T, Practising Company Secretary, on compliance with
conditions of Corporate Governance as stipulated in SEBI
(LODR) Regulations is annexed to this report as Annexure-1.

11. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

Management Discussion & Analysis Report (MD&A) for
the FY2023, as required under Regulation 34 read with
Schedule V of the SEBI (LODR) Regulations, forms part of
the Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Business Responsibility and Sustainability Report (BRSR)
for FY2023, as required under Regulation 34 read with
Schedule V of the SEBI (LODR) Regulations, forms part of
the Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD:

Performance evaluation of the Board and its Committees
is applicable to the Company from the financial year
2021-22, pursuant to listing of shares of the Company on
the stock exchanges.

Your Board has in place a formal mechanism for evaluating
its performance as well as that of its Committees and
individual Directors, including the Chairperson of
the Board. The evaluation was carried out through a
structured questionnaires covering various aspects of the
functioning of the Board and its Committees. The detailed

process in which annual evaluation of the performance of
the Board and its Committees, Chairperson and individual
Directors, including Independent Directors, is disclosed
in the Corporate Governance Report which forms part of
the Annual Report.

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of the Board''s knowledge and belief and
according to the information and explanations obtained
by the Board, your Directors make the following
statements in terms of Sections 134(3)(c) and 134(5) of
the Companies Act, 2013:

a) i n the preparation of the annual accounts for the
financial year 2022-23, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

b) 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 on March 31,2023 and of the Profit
and Loss of the Company for that period;

c) the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the Directors have prepared the annual accounts on
a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and are
operating effectively; and

f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

15. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION:

Your Company has adopted Nomination & Remuneration
Policy for the purpose of Directors'' appointment and
remuneration, including criteria for determining
qualifications, positive attributes and independence of
a Director, in accordance with Section 178(3) of the Act
and the rules made thereunder. The said policy is available
on the website of the Company at www.barbequenation.
com/corporate-governance-policies.

16. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans granted, guarantees given and
investments made by the Company, pursuant to
section 186 of the Act and the rules made thereunder,
for the financial year 2022-23 are provided in the
Financial Statements, which forms an integral part of
the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:

All contracts/arrangements/transactions entered into
by the Company during the financial year 2022-23 with
its related parties were in the ordinary course of business
and on arm''s length basis. All Related Party Transactions
(RPTs) were placed before the Audit Committee for its
prior approval.

During the financial year 2022-23, the Company has not
entered into any materially significant transaction that
requires the approval of shareholders under Regulation
23 of SEBI (LODR) Regulations or Section 188 of the

Act. Disclosures on Related Party Transactions under
Section 134(3)(h) of the Act, read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2, is
not applicable to the Company for the financial year
2022-23 and accordingly, the said form is not enclosed
in this report. Details of Related Party Transactions are
provided in the form of Notes to Financial Statements
(both Standalone and Consolidated), as per the applicable
Accounting Standards.

The Policy on RPTs, as approved by the Board, is available on
the Company''s website at https://www.barbequenation.
com/corporate-governance-policies.

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital:

Authorized/Nominal Share Capital as on March 31, 2023:

No. of equity shares Face value (in Rs.)		Amount (in Rs.)
6,00,00,000 5		30,00,00,000
The Company has only one class of Equity Shares.
Issued, Subscribed and Paid-up Share Capital and changes therein during the financial year 2022-23:
Particulars	No. of shares	Amount (in Rs.)
Issued, Subscribed and Paid-up Share Capital at the beginning of the financial year 2022-23 3,89,09,166 Shares issued during the financial year 2022-23# 69,235		19,45,45,830 3,46,175
Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2022-23	3,89,78,401	19,48,92,005
#Details of shares issued during the financial year 2022-23:
Sl. No. of shares Date of allotment No. allotted	Mode of issue/allotment
1. May 18, 2022 31,644 2. August 1,2022 703 3. October 22, 2022 9,234 4. December 19, 2022 22,583 5. February 7, 2023 5,071	Employee Stock Option Plan (ESOP) Employee Stock Option Plan (ESOP) Employee Stock Option Plan (ESOP) Employee Stock Option Plan (ESOP) Employee Stock Option Plan (ESOP)

B. Other Disclosures on Share Capital:

Particulars	Disclosures
Buy Back of Securities	The Company has not bought back any of its securities during the financial year 2022-23.
Issue of Sweat Equity Shares	The Company has not issued any sweat equity shares during the financial year 2022-23.
Issue of Bonus Shares	No bonus shares were issued during the financial year 2022-23.
Issue of Equity Shares with Differential Rights	The Company has not issued any equity shares with differential rights during the financial year 2022-23.

19. INVESTOR EDUCATION AND PROTECTION FUND
(IEPF):

Pursuant to Sections 124 and 125 of the Act, read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules”), the amount in the Unpaid Dividend
Account, the application money received for allotment
of any securities and due for refund, principal amount of
matured deposits and debentures and interest accrued
thereon, redemption amount of preference shares, etc.,
remaining unclaimed and unpaid for a period of 7 (seven)
years from the date it became due for payment by the
Company shall be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central

Government. In addition, the shares on which dividend
has not been paid or claimed by the shareholders for 7
(seven) consecutive years or more shall be transferred by
the Company to IEPF, pursuant to section 124(6) of the
Act and the rules made thereunder.

During the financial year 2022-23, dividend of Rs.
200/-, which was declared for the financial year 2018-19,
was transferred to the shareholder from the unclaimed
dividend account.

Further, it is hereby confirmed that the Company is not
required to transfer any amount to the IEPF.

20. EMPLOYEE STOCK OPTION SCHEME:

• In order to attract and retain talented and key
employees, and to reward them for their performance,
the Company has adopted 2 (two) Employee Stock
Option Schemes viz., "Barbeque Nation Hospitality
Limited - Employee Stock Option Plan 2015” (''ESOP
Plan 2015'') and "Barbeque Nation Hospitality
Limited - Employee Stock Option Plan 2022”
(''ESOP Plan 2022''). Both the ESOP Schemes are
administered by the Nomination and Remuneration
Committee of the Board for the benefit of employees
of the Company and its Subsidiaries.

• Material changes made in the ESOP Schemes during
the financial year 2022-23:

ESOP Plan 2015:

At the 16th Annual General Meeting held on
September 6, 2022, shareholders approved the
transfer of 5,00,000 ESOPs from ESOP Plan 2015 to
ESOP Plan 2022 and consequent to the said transfer,
the pool size of ESOP Plan 2015 has been reduced
from 20,00,000 ESOPs to 15,00,000 ESOPs.

ESOP Plan 2022:

• At the 16th Annual General Meeting held on
September 6, 2022, shareholders approved
the adoption of a new Employee Stock Option
Scheme called ''Barbeque Nation Hospitality
Limited - Employees Stock Option Plan
2022''. The pool size of the ESOP Plan 2022 is
5,00,000 ESOPs, which were transferred from
ESOP Plan 2015.

• The certificate from the secretarial auditor of
the Company stating that ESOP Plan 2015 and
ESOP Plan 2022 have been implemented in
accordance with SEBI (Share Based Employees
Benefits and Sweat Equity) Regulations, 2021
and in accordance with the resolutions passed
by shareholders of the Company in the general
meeting, will be placed before the shareholders
at the Annual General Meeting and the same
will also be made available on the website
of the Company.

The disclosures as required under Rule 12 of
the Companies (Share Capital and Debentures)
Rules, 2014 and SEBI (Share Based Employees
Benefits and Sweat Equity) Regulations,
2021, is available on the website of the

Company at https://www.barbequenation.
com/postal-ballot.

21. DETAILS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

(i) the steps taken or impact on conservation of
energy:

Your Company is engaged in the business of running
restaurants and is not involved in operating industrial
machinery, production centers or other such energy
intensive activities. However, the Company uses and
manages its energy requirements prudently and
is adopting and implementing appropriate energy
conservation measures at every possible step.

The Company has been working efficiently to
conserve energy used across all its restaurants and
office premises. Major steps taken by the Company
towards energy conservation are as follows:

• The Company is using LED lighting system
to ensure that consumption of energy is at
minimal levels in its operations.

• The Company hasinstalled Variable-Frequency
Drives (VFDs) to reduce electricity consumption
by kitchen exhaust and ventilation system at
the restaurant level.

• The Company is in the process ofimplementing
energy management system for AC units and
refrigerators to monitor energy usage.

(ii) the steps taken by the company for utilising
alternate sources of energy:

Nil

(iii) the capital investment on energy conservation
equipments:

Nil

B. Technology Absorption:

Your Company believes that technology plays a key role in
this digital day and age. The Company is thus embracing
and utilizing technology at every possible step.

Detailed information about conservation of energy and
technology absorption and adoption by the Company
is available in the MD&A and BRSR which forms part of
the Annual Report.

C. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings:

For the financial Particulars year 2022-23	For the financial year 2021-22
Sale of Food and Beverages* 104.30	20.03
*Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.

Particulars	For the financial year 2022-23	For the financial year 2021-22
Import of Capital Goods	20.59	20.61
Import of Raw Materials	157.96	119.77
Total	178.55	140.38

22. RISK MANAGEMENT POLICY:

The business and financial risk of the Company are
akin to any other company in the same line of business.
Towards this extent, your Board has constituted a Risk
Management Committee and has adopted a Risk
Management Policy to manage uncertainty and changes
in the internal and external environment to limit negative
impacts and capitalize on prevalent opportunities.
The robust enterprise risk management framework
enables the Company to identify and evaluate business
risk opportunities and this framework seeks to create
transparency, mitigate adverse impacts on business
objectives, and enhance the Company''s competitive edge.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has constituted a Corporate Social
Responsibility and Sustainability (CSR&S) Committee
and has adopted Corporate Social Responsibility Policy
in accordance with the provisions of section 135 of
the Act and the rules made thereunder. The CSR Policy
is available on the Company''s website at https://
www.barbequenation.com/corporate-governance-
policies. Further, details of CSR&S Committee Committee
and its roles and responsibilities are disclosed in the
Corporate Governance Report, which forms part of
the Annual Report.

The Annual Report on CSR activities for the financial year
2022-23, as required under Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is
enclosed in this report as Annexure-2.

24. INTERNAL FINANCIAL CONTROL AND ITS
ADEQUACY:

Your Company has an internal control system which is
commensurate with the size, scale and complexity of its
operations. Internal controls in the Company have been
designed to further the interest of all stakeholders by
providing an environment that is facilitative to conduct
its operations and to take care of, inter-alia, financial,
business and other operational risks with emphasis on
integrity and ethics as a part of the work culture.

Pursuant to Section 138 of the Act and the rules made
thereunder and resolution passed by the Board at its
meeting held on May 24, 2021, M/s. Ernst & Young LLP
(E&Y), Chartered Accountants, were appointed as Internal
Auditors of the Company for a period of 8 quarters, i.e.
for the financial year 2021-22 and 2022-23.

Considering the completion of the term of appointment
by E&Y, the Board approved the appointment of
Mr. Mukunth Jeyasingh, Head - Internal Audit, as an
Internal Auditor of the Company for conducting internal
audit of first quarter of financial year 2023-24.

The scope and authority of the internal audit is defined
by the Audit Committee. The Internal Auditor monitors
and evaluates the efficacy and adequacy of internal
control system in the Company and its compliance with
accounting procedures, financial reporting and policies
at all locations of the Company. Based on the report
of internal audit, process owners undertake corrective
actions, if any, in their respective areas and thereby
strengthen the controls.

Your Company has laid down a set of standards,
processes and structures which enables the Company
to implement internal financial control across the
organisation and ensure that the same are adequate and
operating effectively.

25. PROHIBITION OF INSIDER TRADING:

I n compliance with SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has adopted a
''Code of Conduct for Prevention of Insider Trading''
and ''Code for Fair Disclosure of Unpublished Price
Sensitive Information''. The said Codes are available on
the Company''s website at www.barbequenation.com/
corporate-governance-policies.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Act and the rules made
thereunder and SEBI (LODR) Regulations, the Company
has in place a Whistle Blower Policy for Directors and
employees to report any genuine concerns, unethical
behaviours, misuse of any Unpublished Price Sensitive
Information, actual or suspected fraud or violation of
the Company''s Code of Conduct. The vigil mechanism
provides adequate safeguards against victimization
of director(s) or employee(s) or any other person who
avails the mechanism.

The said policy is available on the website of the
Company at https://www.barbequenation.com/
corporate-governance-policies.

27. REMUNERATION TO DIRECTORS, KEY
MANAGERIAL PERSONNEL AND EMPLOYEES:

Disclosures in relation to remuneration of Directors,
Key Managerial Personnel and employees as required
under Section 197(12) of the Act read with Rule 5(1)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure-3.

Further, full details of remuneration paid to Directors is
disclosed under the Corporate Governance Report which
forms part of the Annual Report.

The statement and particulars of employees as required
under Section 197(12) of the Act read with Rule 5(2) and
(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 forms part of this
Annual Report.

In terms of proviso to Section 136(1) of the Act, the
Board''s Report and Financial Statements are being sent

to the Shareholders, excluding the aforesaid information.
Any shareholder interested in obtaining a copy of the same
may write to the Company Secretary at compliance@
barbequenation.com. The said information is also open
for inspection at the registered office of the Company
during the working hours.

28. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:

The details of subsidiaries, associate companies and joint ventures of the Company are furnished below:

Type of Company	Name	Country of Incorporation	% of Shareholding held by the Company
Holding Company	The Company is not subsidiary to any other Company	NA	NA
Subsidiaries	Red Apple Kitchen Consultancy Private Limited	India	78.22%
Wholly Owned Subsidiaries	Barbeque Nation Mena Holding Limited (BBQ Mena)	Dubai	100%
	Barbeque Nation Holdings Private Limited	Mauritius	100%
	Barbeque Nation Restaurant LLC	Dubai	BBQ Mena holds 100%
Step Down Subsidiaries	Barbeque Nation (Malaysia) SDN. BHD.	Malaysia	BBQ Mena holds 100%
	Barbeque Nation International LLC	Oman	BBQ Mena holds 49%#
	Barbeque Nation Bahrain W.L.L	Bahrain	BBQ Mena holds 99%#
Associate Companies /Joint Ventures	Nil	NA	NA

• Salient features of the financial statements, including
performance and financial position of Subsidiaries of the
Company for the financial year 2022-23 are given in Form
AOC-1 which is annexed to this report as Annexure-4.
Your Company has in place a policy for Determining
Material Subsidiaries and the said policy is available on the
website of the Company at https://www.barbequenation.
com/corporate-governance-policies.

• Pursuant to the provisions of Section 136 of the Act,
separate audited financial statements of the subsidiaries
are available on the website of the Company at https://
www.barbequenation.com/investor.

• Subsidiaries which are yet to commence
business operations:

As on the date of this report, Barbeque Nation Bahrain
W.L.L is in the process of incorporation.

• Subsidiaries wound-up/ceased during the
financial year 2022-23:

Barbeque Nation Kitchen LLC, which had not commenced
its business operation, has been wound-up during the
financial year 2022-23.

Except as disclosed above, no other company has become
or ceased to be a subsidiary, joint venture or associate of
the Company during the financial year.

29. AUDITORS AND AUDITOR’S REPORT:

A. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013, M/s. Deloitte Haskins & Sells,
Chartered Accountants (ICAI Firm Registration No.
008072S), were re-appointed as Statutory Auditors of the

Company for the second term of 5 (five) consecutive years
at the 12 th Annual General Meeting held on June 4, 2018
and will hold office until the conclusion of 17 th Annual
General Meeting.

The Auditors'' Report, read together with Annexure
referred to in the Auditors'' Report for the financial year
ended March 31, 2023, do not contain any qualification,
reservation, adverse remark or disclaimers.

Further, the Statutory Auditors have not reported any
frauds in terms of Section 143(12) of the Act during the
financial year 2022-23 and hence, the details which are
required to be disclosed under Section 134(3)(ca) of the
Act are not applicable.

B. SECRETARIAL AUDITOR:

Mr. Vijayakrishna K T, Practising Company Secretary,
Bengaluru, was appointed as Secretarial Auditor of the
Company for the financial year 2022-23 by the Board
at its meeting held on February 7, 2023. The Secretarial
Audit Report for the financial year 2022-23 received
from Mr. Vijayakrishna K T in Form MR-3 is enclosed to
this report as Annexure-5. The report does not contain
any qualifications, reservations, adverse remarks
or disclaimers.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act).
The Company has constituted Internal Complaints

Committee (ICC) to redress the sexual harassment complaints. The constitution and composition of the ICC is in accordance
with the POSH Act.

Following is the summary of sexual harassment complaints received and disposed-offduring the financial year 2022-23:

1 Particulars	No. of complaints
No. of complaints pending at the beginning of the financial year	0
No. of complaints received during the financial year	2
No. of complaints disposed-off during the financial year	2
No. of complaints pending as at the end of the financial year	0

31. SECRETARIAL STANDARDS:

During the financial year 2022-23, your Company has complied with the Secretarial Standards issued by the Institute of
Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

32. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:

There are no significant events to have occurred after the Balance Sheet date which have material impact on the
financial statements.

33. MATERIAL CHANGES & COMMITMENTS:

There are no material changes and commitments affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements relate to and the date of this report.

34. OTHER DISCLOSURES:

Disclosures	Board’s Comment
	The Company has not accepted any deposits within the meaning of Chapter V of the Companies
Deposits	Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the financial year 2022-23. Hence, the disclosures as required under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable.
Debentures	The Company has not issued any debentures during the financial year 2022-23.
Insolvency and	During the financial year 2022-23, no application was made or any proceeding is pending under
Bankruptcy Code, 2016	the Insolvency and Bankruptcy Code, 2016.
One-Time Settlement with the	During the financial year 2022-23, your Company has not entered into any One-Time Settlement
banks and financial institutions	with banks or financial institutions.
Cost Audit	Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company.
Details of significant and material	During the financial year 2022-23, no significant or material orders were passed by any regulators
orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operation in future	or courts or tribunals which impact the going concern status and operations in the future.
	During the financial year 2021-22, the Company had raised Rs.180 crores and Rs.99.99 crores from the Initial Public Offer (IPO) and Preferential Issue, respectively, and the said proceeds have been
Statement of Deviation(s)	completely utilized as at March 31,2023.
or Variation(s)	Your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable.

35. ACKNOWLEDGEMENTS:

The Directors place on record their sincere appreciation of the cooperation and continued support extended by customers,
landlords, employees, shareholders, investors, partners, vendors, suppliers, bankers, the Government, statutory and regulatory
authorities, stock exchanges, depositories and other intermediaries to the Company.

We look forward to the continued support and cooperation of all our stakeholders.

For and on behalf of the Board of Directors

Kayum Razak Dhanani T. N. Unni

Place: Bengaluru Managing Director Chairman & Independent Director

Date: May 27, 2023 DIN: 00987597 DIN: 00079237