Notes to Accounts of United Foodbrands Ltd.

Mar 31, 2025

p. Provisions and Contingent Liabilities

The amount recognised as a provision is the best estimate
of the consideration required to settle the present
obligation at the end of the reporting period, taking
into account the risks and uncertainties surrounding
the obligation. When a provision is measured using the
cash flows estimated to settle the present obligation, its
carrying amount is the present value of those cash flows
(when the effect of the time value of money is material).

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the
amount of the obligation. When the Company expects
some or all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement is
recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating
to a provision is presented in the Statement of Profit and
Loss net of any reimbursement.

A present obligation that arises from past events, where
it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount
cannot be made, is disclosed as a contingent liability.

Contingent liabilities are also disclosed when there is a
possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company.

Claims against the Company, where the possibility of
any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.

Provisions and contingent liabilities are reviewed at each
reporting date.

q. Employee benefits
Defined contribution plan

The Company makes defined contribution to the
Government Employee Provident Fund and superannuation
fund, which are recognised in the Statement of Profit
and Loss, on accrual basis. The Company recognises
contribution payable to the provident fund scheme as
an expense, when an employee renders the related
service. The Company has no obligation, other than the
contribution payable to the provident fund.

Defined benefit plan

The Company operates a defined benefit gratuity plan
in India. The Company contributes to a gratuity fund
maintained by an independent insurance company. The
Company''s liabilities under The Payment of Gratuity Act,
1972 are determined on the basis of actuarial valuation
made at the end of each financial year using the projected
unit credit method. Obligation is measured at the present
value of estimated future cash flows using a discounted
rate that is determined by reference to market yields at
the Balance Sheet date on Government bonds, where
the terms of the Government bonds are consistent with
the estimated terms of the defined benefit obligation. The
net interest cost is calculated by applying the discount
rate to the net balance of the defined benefit obligation
and fair value of plan assets. This cost is included in the
''Employee benefits expense'' in the Statement of Profit
and Loss. Re-measurement gains or losses and return on
plan assets (excluding amounts included in net Interest
on the net defined benefit liability) arising from changes
in actuarial assumptions are recognised in the period in
which they occur, directly in OCI. These are presented
as re-measurement gains or losses on defined benefit
plans under other comprehensive income in other equity.
Remeasurements gains or losses are not reclassified
subsequently to the Statement of Profit and Loss.

Compensated absences

The employees of the Company are entitled to
compensated absences. The employees can carry forward
a portion of the unutilised accumulating compensated

absences and utilise it in future periods. The Company
records an obligation for compensated absences in the
period in which the employee renders the services that
increases this entitlement. The Company measures
the expected cost of compensated absences as the
additional amount that the Company expects to pay as a
result of the unused entitlement that has accumulated at
the end of the reporting period. The Company recognises
accumulated compensated absences based on actuarial
valuation in the Statement of Profit and Loss.

The Company presents the entire leave as a current
liability in the Balance Sheet, since it does not have any
unconditional right to defer its settlement for twelve
months after the reporting date.

Short-term employee benefits

Short-term employee benefits are recognised as an
expense on accrual basis.

r. Share-based payments

Employees of the Company receive remuneration in the
form of share-based payments, whereby employees
render services as consideration for equity instruments
(equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by
the fair value at the date when the grant is made using an
appropriate valuation model.

That cost is recognised, together with a corresponding
increase in share-based payment (SBP) reserves in equity,
over the period in which the performance and/or service
conditions are fulfilled in employee benefits expense.
The cumulative expense recognised for equity-settled
transactions at each reporting date until the vesting date
reflects the extent to which the vesting period has expired
and the Company''s best estimate of the number of equity
instruments that will ultimately vest. The expense or credit
in the Statement of Profit and Loss for a period represents
the movement in cumulative expense recognised as at
the beginning and end of that period and is recognised
in employee benefits expense. The cost recognised in
the Statement of Profit and Loss is net of cross charge to
subsidiary company in relation to share based payments
transactions of the employees of the subsidiary company.

No expense is recognised for awards that do not ultimately
vest because non-market performance and/or service
conditions have not been met.

When the terms of an equity-settled award are modified,
the minimum expense recognised is the grant date fair
value of the unmodified award, provided the original

vesting terms of the award are met. An additional expense,
measured as at the date of modification, is recognised
for any modification that increases the total fair value of
the share-based payment transaction, or is otherwise
beneficial to the employee.

The dilutive effect of outstanding options is reflected as
additional share dilution in the computation of diluted
earnings per share.

s. Financial instruments

A financial instrument is any contract that gives rise to
a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets and financial liabilities are recognised
when the Company becomes a party to the contractual
provisions of the instruments.

Financial assets and financial liabilities are initially
measured at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets
and financial liabilities (other than financial assets and
financial liabilities measured at fair value through profit or
loss) are added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs directly attributable
to the acquisition of financial assets or financial liabilities
at fair value through the Statement of Profit and Loss are
recognised immediately in the Statement of Profit and
Loss.

Purchases or sales of financial assets that require delivery
of assets within a time frame established by regulation
or convention in the market place are recognised on the
trade date.

All recognised financial assets are subsequently measured
in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets and
are subject to impairment as per the accounting policy
applicable to ''impairment of financial assets’

For the purpose of subsequent measurement, financial
instruments of the Company are classified in the following
categories:

(a) Non-derivative financial assets

(i) Financial assets at amortised cost

Financial asset is measured at amortised cost using
Effective Interest Rate (EIR), if both the conditions are
met:

• The asset is held within a business model whose
objective is to hold assets in order to collect contractual
cash flows; and

• The contractual terms of the instrument give rise on
specified dates to cash flows that are solely payments
of principal and interest on the principal amount
outstanding.

Effective Interest Rate (EIR) method:

The EIR method is a method of calculating the amortised
cost of a debt instrument and of allocating interest income
over the relevant period. Amortised cost is calculated
by taking into account any discount or premium on
acquisition and fees or costs that are an integral part of
the EIR. The effective interest rate is the rate that exactly
discounts estimated future cash receipts (including all
fees and points paid or received that form an integral part
of the effective interest rate, transaction costs and other
premiums or discounts) through the expected life of the
debt instrument or, where appropriate, a shorter period, to
the gross carrying amount on initial recognition.

Income is recognised on an effective interest basis
for debt instruments other than those financial assets
classified as at Fair Value Through Profit or Loss (FVTPL).
Interest income is recognised in the Statement of Profit
and Loss and is included in the ''Other income'' line item.

(ii) Financial assets at Fair Value Through Profit or Loss
(FVTPL)

Financial assets that do not meet the amortised cost
criteria or FVTOCI criteria (see above) are measured
at FVTPL. In addition, financial assets that meet the
amortised cost criteria or the FVTOCI criteria but are
designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria
or financial assets that meet the FVTOCI criteria may
be designated as at FVTPL upon initial recognition if
such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would
arise from measuring assets or liabilities or recognising
the gains and losses on them on different bases. The
Company has not designated any debt instrument as at
FVTPL.

Financial assets at FVTPL are measured at fair value at
the end of each reporting period, with any gains or losses
arising on re-measurement recognised in the Statement
of Profit and Loss. The net gain or loss recognised in the
Statement of Profit and Loss incorporates any dividend or
interest earned on the financial asset and is included in
the ''Other income'' line item. Dividend on financial assets
at FVTPL is recognised when the Company''s right to
receive the dividends is established, it is probable that the
economic benefits associated with the dividend will flow
to the entity, the dividend does not represent a recovery of
part of cost of the investment and the amount of dividend
can be measured reliably.

(iii) Equity investments

Investment in subsidiaries and associate are out of scope
of Ind AS 109 and hence, the Company has accounted for
its investment in subsidiaries and associate at cost. All
other equity investments are measured at fair value as per
Ind AS 109. Equity instruments which are held for trading
are classified as at FVTPL. For all other equity instruments,
the Company has an irrevocable election to present in
other comprehensive income subsequent changes in
the fair value. The Company makes such election on an
instrument-by-instrument basis. The classification is
made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as
at FVTOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is
no recycling of the amounts from OCI to the Statement of
Profit and Loss, even on sale of investment. However, the
Company may transfer the cumulative gain or loss within
equity.

Impairment of financial assets:

The Company applies simplified approach of expected
credit loss model for recognising impairment loss on trade
receivables, other contractual rights to receive cash or
other financial asset.

Expected credit losses are the weighted average of credit
losses with the respective risks of default occurring as the
weights. Expected credit loss is the difference between
all contractual cash flows that are due to the Company in
accordance with the contract and all the cash flows that
the Company expects to receive (i.e., all cash shortfalls),
discounted at the original effective interest rate (or credit
adjusted effective interest rate for purchased or originated
credit-impaired financial assets).

The Company measures the loss allowance for a financial
instrument at an amount equal to the lifetime expected
credit losses if the credit risk on that financial instrument
has increased significantly since initial recognition. If the
credit risk on a financial instrument has not increased
significantly since initial recognition, the Company
measures the loss allowance for that financial instrument
at an amount equal to 12-month expected credit losses.
12-month expected credit losses are portion of the
lifetime expected credit losses and represent the lifetime
cash shortfalls that will result if default occurs within 12
months after the reporting date and thus, are not cash
shortfalls that are predicted over the next 12 months.

If the Company measured loss allowance for a financial
instrument at lifetime expected credit loss model in the
previous period, but determines at the end of a reporting
period that the credit risk has not increased significantly
since initial recognition due to improvement in credit

quality as compared to the previous period, the Company
again measures the loss allowance based on 12-month
expected credit losses.

When making the assessment of whether there has
been a significant increase in credit risk since initial
recognition, the Company uses the change in the risk of
a default occurring over the expected life of the financial
instrument instead of the change in the amount of
expected credit losses. To make that assessment, the
Company compares the risk of a default occurring on the
financial instrument as at the reporting date with the risk
of a default occurring on the financial instrument as at the
date of initial recognition and considers reasonable and
supportable information, that is available without undue
cost or effort, that is indicative of significant increases in
credit risk since initial recognition.

For trade receivables or any contractual right to receive
cash or another financial asset that results from
transactions that are within the scope of Ind AS 115, the
Company always measures the loss allowance at an
amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected
credit loss allowance for trade receivables, the Company
has used a practical expedient as permitted under Ind
AS 109. This expected credit loss allowance is computed
based on a provision matrix, which takes into account
historical credit loss experience and adjusted for forward
looking information.

The impairment requirements for the recognition and
measurement of a loss allowance are equally applied to
debt instruments at FVTOCI except that the loss allowance
is recognised in OCI and is not reduced from the carrying
amount in the Balance Sheet.

(b) Non-derivative financial liabilities

(i) Classification as debt or equity

Debt and equity instruments issued by the Company
are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangements and the definitions of a financial liability and
an equity instrument.

(1) Equity instruments:

An equity instrument is any contract that evidences a
residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the
Company are recognised at the proceeds received, net of
direct issue costs.

Repurchase of the Company''s own equity instruments
is recognised and deducted directly in equity. No gain or
loss is recognised in the Statement of Profit and Loss on

the purchase, sale, issue or cancellation of the Company''s
own equity instruments.

(2) Financial liabilities:

All financial liabilities are measured at amortised cost
using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer
of a financial asset does not qualify for derecognition
or when the continuing involvement approach applies,
financial guarantee contracts issued by the Company, and
commitments issued by the Company to provide a loan at
below-market interest rate are measured in accordance
with the specific accounting policies set out below.

Financial liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the
financial liability is either held for trading or it is designated
as at FVTPL.

A financial liability is classified as held for trading, if:

• It has been acquired or incurred principally for the
purpose of selling or repurchasing it in the near term; or

• On initial recognition it is part of a portfolio of identified
financial instruments that the Company manages
together and has a recent actual pattern of short-term
profit-taking; or

• It is a derivative that is not a financial guarantee contract
or designated and effective as a hedging instrument.

A financial liability other than a financial
liability held for trading may, be designated as
at FVTPL upon initial recognition, if:

• Such designation eliminates or significantly reduces a
measurement or recognition inconsistency that would
otherwise arise;

• The financial liability forms part of a group of financial
assets or financial liabilities or both, which is managed
and its performance is evaluated on a fair value basis,
in accordance with the Company''s documented risk
management or investment strategy, and information
about the Company is provided internally on that basis;
or

• It forms part of a contract containing one or more
embedded derivatives, and Ind AS 109 permits the
entire combined contracts to be designated as at
FVTPL in accordance with Ind AS 109.

Financial liabilities at FVTPL are stated at fair value, with
any gains or losses arising on re-measurement recognised
in the Statement of Profit and Loss.

However, financial liabilities that are not held-for-trading
and are designated as at FVTPL, the amount of change

in the fair value of the financial liability that is attributable
to changes in the credit risk of that liability is recognised
in other comprehensive income, unless the recognition
of the effects of changes in the liability''s credit risk in
other comprehensive income would create or enlarge
an accounting mismatch in the Statement of Profit and
Loss, in which case these effects of changes in credit risk
are recognised in the Statement of Profit and Loss. The
remaining amount of change in the fair value of liability
is always recognised in the Statement of Profit and Loss.
Changes in fair value attributable to a financial liability''s
credit risk that are recognised in other comprehensive
income are reflected immediately in other comprehensive
income under other equity and are not subsequently
reclassified to the Statement of Profit and Loss.

Gains or losses on financial guarantee contracts and loan
commitments issued by the Company that are designated
by the Company as at fair value through profit or loss are
recognised in the Statement of Profit and Loss.

Financial liabilities subsequently measured at
amortised cost:

Financial liabilities that are not held-for-trading and are not
designated as at FVTPL are measured at amortised cost at
the end of subsequent accounting periods. The carrying
amounts of financial liabilities that are subsequently
measured at amortised cost are determined based on
the effective interest method. Interest expense that is not
capitalised as part of costs of an asset is included in the
''Finance costs'' line item.

The effective interest method is a method of calculating
the amortised cost of a financial liability and of allocating
interest expense over the relevant period. The effective
interest rate is the rate that exactly discounts estimated
future cash payments (including all fees and points paid or
received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts)
through the expected life of the financial liability, or
(where appropriate) a shorter period, to the gross carrying
amount on initial recognition.

(ii) Loans and borrowings

Borrowings are initially recognised at fair value, net of
transaction costs incurred. Borrowings are subsequently
measured at amortised cost. Any difference between the
proceeds (net of transaction costs) and the redemption
amount is recognised in the Statement of Profit and Loss
over the period of borrowings using the EIR method. Fees
paid on the establishment of loan facilities are recognised
as the transaction cost of the loan to the extent it is
probable that some or all of the facility will be drawn
down, the fees are deferred until the draw down occurs.
To the extent that there is no evidence that is probable
that some or all of the facility will be drawn down, the fee

is capitalised as a prepayment for liquidity and amortised
over the period of facility to which it relates.

(iii) Foreign exchange gains and losses

The fair value of financial assets denominated in a foreign
currency is determined in that foreign currency and
translated at the spot rate at the end of each reporting
period.

For foreign currency denominated financial assets
measured at amortised cost and FVTPL, the exchange
differences are recognised in the Statement of Profit and
Loss, except for those which are designated as hedging
instruments in a hedging relationship.

For the purposes of recognising foreign exchange gains
and losses, FVTOCI financial assets are treated as financial
assets measured at amortised cost. Thus, the exchange
differences on the amortised cost are recognised in the
Statement of Profit and Loss, and other changes in the
fair value of FVTOCI financial assets are recognised in OCI.

For financial liabilities that are denominated in a foreign
currency and are measured at amortised cost at the end
of each reporting period, the foreign exchange gains and
losses are determined based on the amortised cost of the
instruments and are recognised in ''Other income’

The fair value of financial liabilities denominated in a
foreign currency is determined in that foreign currency
and translated at the spot rate at the end of the reporting
period. For financial liabilities that are measured as at
FVTPL, the foreign exchange component forms part of
the fair value gains or losses and is recognised in the
Statement of Profit and Loss.

De-recognition of financial assets and financial
liabilities

The Company de-recognises a financial asset when the
contractual rights to the cash flows from the asset expire,
or when it transfers the financial asset and substantially
all the risks and rewards of ownership of the asset to
another party. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership and
continues to control the transferred asset, the Company
recognises its retained interest in the asset and an
associated liability for the amounts it may have to pay.
If the Company retains substantially all the risks and
rewards of ownership of a transferred financial asset,
the Company continues to recognise the financial asset
and also recognises a collateralised borrowing for the
proceeds received.

On de-recognition of a financial asset in its entirety, the
difference between the asset''s carrying amount and the
sum of the consideration received and receivable, and the

cumulative gain or loss that had been recognised in OCI
and accumulated in equity is recognised in the Statement
of Profit and Loss, if such gain or loss would have otherwise
been recognised in the Statement of Profit and Loss on
disposal of that financial asset.

On de-recognition of a financial asset other than in its
entirety (for example: when the Company retains an
option to repurchase part of a transferred asset), the
Company allocates the previous carrying amount of the
financial asset between the part it continues to recognise
under continuing involvement and the part it no longer
recognises on the basis of the relative fair values of those
parts on the date of the transfer. The difference between
the carrying amount allocated to the part that is no longer
recognised and the sum of the consideration received for
the part no longer recognised and any cumulative gain
or loss allocated to it that had been recognised in other
comprehensive income is recognised in the Statement of
Profit and Loss, if such gain or loss would have otherwise
been recognised in the Statement of Profit and Loss
on disposal of that financial asset. A cumulative gain or
loss that had been recognised in other comprehensive
income is allocated between the part that continues to be
recognised and the part that is no longer recognised on
the basis of the relative fair values of those parts.

The Company de-recognises financial liabilities only
when the Company''s obligations are discharged,
cancelled or have expired. An exchange with a lender
of debt instruments with substantially different terms
is accounted for as an extinguishment of the original
financial liability and the recognition of a new financial
liability. Similarly, a substantial modification of the terms
of an existing financial liability (whether or not attributable
to the financial difficulty of the debtor) is accounted for
as an extinguishment of the original financial liability and
the recognition of a new financial liability. The difference
between the carrying amount of the financial liability de¬
recognised and the consideration paid and payable is
recognised in the Statement of Profit and Loss.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net
amount is reported in the Balance Sheet where there is a
legally enforceable right to offset the recognised amounts,
and there is an intention to settle on a net basis or realise
the asset and settle the liability simultaneously.

t. Equity vs financial liability classification

An equity instrument is any contract that evidences a
residual interest in the assets of an entity after deducting
all of its liabilities. Equity instruments issued by the
Company are recognised at the proceeds received, net of
direct issue costs.

The Company classifies a financial instrument issued by
it as equity instrument only if the instrument includes no
contractual obligation to deliver cash or another financial
asset to another entity nor it includes any obligation to
exchange financial assets or financial liabilities with
another entity under conditions that are potentially
unfavourable to the issuer.

All other instruments are classified as financial liability and
accounted for using the accounting policy applicable to
the section for financial liabilities.

u. Cash and cash equivalents

Cash and cash equivalent in the Balance Sheet comprise
cash at banks and on hand and short-term deposits with
an original maturity of three months or less, that are readily
convertible to a known amount of cash and subject to an
insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and
cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as
they are considered an integral part of the Company''s
cash management.

Deposits with original maturity more than three months
but less than twelve months are classified as bank
balances other than cash and cash equivalents.

v. Earnings per share

Basic earnings per share is calculated by dividing the net
profit or loss attributable to owners of the Company by the
weighted average number of equity shares outstanding
during the period.

The weighted average number of equity shares
outstanding during the period is adjusted for events such
as bonus issue, bonus element in a rights issue, share
split, and reverse share split (consolidation of shares) that
have changed the number of equity shares outstanding,
without a corresponding change in resources.

For the purpose of calculating diluted earnings per share,
the net profit or loss for the period attributable to owners
of the Company and the weighted average number of
shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.

w. Earnings before interest, tax, depreciation
and amortization (EBITDA)

The Company presents EBITDA in the statement of profit
and loss; this is not specifically required by Ind AS 1. The
terms EBITDA are not defined in Ind AS. Ind AS complaint
Schedule III allows companies to present Line items,
sub-line items and sub-totals shall be presented as an

addition or substitution on the face of the standalone
financial statements when such presentation is relevant
to an understanding of the Company''s financial position
or performance or to cater to industry/sector-specific
disclosure requirements or when required for compliance
with the amendments to the Companies Act or under the
Indian Accounting Standards.

Measurement of EBITDA

Accordingly, the Company has elected to present earnings
before interest, tax, depreciation and amortisation
expense (EBITDA) as a separate line item on the face of
the Statement of Profit and Loss. The Company measures
EBITDA on the basis of profit/(loss) from continuing
operations. In its measurement, the Company does not
include depreciation and amortisation expense, finance
costs and tax expense.

Management has presented the performance measure
EBITDA because it monitors this performance measure,
and it believes that this measure is relevant to an
understanding of the Company''s financial performance.
The Company''s definition of EBITDA may not be
comparable with similarly titled performance measures
and disclosures by other companies.

3. SIGNIFICANT ACCOUNTING
JUDGEMENTS, ESTIMATES AND
ASSUMPTIONS

The preparation of the Company''s standalone financial
statements requires the Management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets,
liabilities, the accompanying disclosures and the
disclosure of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of
assets or liabilities affected in future periods. Estimates
and assumptions are reviewed on periodic basis. Revisions
to accounting estimates are recognised in the period in
which the estimates are revised.

The key assumptions concerning the future and other
key sources of estimation, that have a significant risk of
causing a material adjustment to the carrying amounts
of assets and liabilities, within the next financial year,
are described below. The Company''s assumptions and
estimates are based on parameters available at the time
of preparation of the standalone financial statements.
Existing circumstances and assumptions about future
developments, however, may change due to market
changes or circumstances arising that are beyond the
control of the Company. Such changes are reflected in the
assumptions when they occur.

a) Impairment of non-financial assets
including goodwill

Determining whether goodwill is impaired requires an
estimation of the value in use of the cash-generating units
to which goodwill has been allocated. The value in use
calculation requires the directors to estimate the future
cash flows expected to arise from the cash-generating
unit and a suitable discount rate in order to calculate
present value. Where the actual future cash flows are less
than expected, a material impairment loss may arise.

Impairment exists when the carrying value of an asset
or Cash-Generating Unit (CGU) exceeds its recoverable
amount, which is higher of its fair value less costs of
disposal and its value in use. The fair value less costs of
disposal calculation is based on available data from binding
sales transactions, conducted at arm''s length, for similar
assets or observable market prices less incremental costs
for disposing off the asset. The value in use calculation
is based on Discounted Cash Flow (DCF) model. The
cash flows are derived from the budget for the next five
years and do not include restructuring activities that the
Company is not yet committed to or significant future
investments that will enhance the asset''s performance
of the CGU being tested. The recoverable amount is
sensitive to the discount rate used for the DCF model as
well as the expected future cash inflows and the growth
rate used for extrapolation purposes. These estimates
are most relevant to goodwill and other intangibles with
indefinite useful lives recognised by the Company. The
key assumptions used to determine the value in use for
the different CGUs, are disclosed and further explained in
Note 7.

b) Share-based payment

The Company uses the most appropriate valuation
model depending on the terms and conditions of the
grant, including the expected life of the share option,
volatility and dividend yield. The assumptions and models
used for estimating fair value for share-based payment
transactions are disclosed in Note 37.

c) Defined benefit plans

The cost of the defined benefit gratuity plan and other post¬
employment benefits plan are determined using actuarial
valuations. An actuarial valuation involves making various
assumptions that may differ from actual developments
in the future. These include the determination of the
discount rate, future salary increases and mortality
rates. Due to the complexities involved in the valuation
and its long-term nature, a defined benefit obligation
is highly sensitive to changes in these assumptions. All
assumptions are reviewed at each reporting date.

The calculation is most sensitive to changes in the discount
rate. In determining the appropriate discount rate for plans
operated in India, the Management considers the interest
rates of government bonds where remaining maturity of
such bond correspond to expected term of defined benefit
obligation. The mortality rate is based on publicly available
mortality tables. Those mortality tables tend to change
only at interval in response to demographic changes.
Future salary increases and gratuity increases are based
on expected future inflation rates.

Further details about gratuity obligations are given in
Note 35.

d) Leases

The Company determines the lease term as the non¬
cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably
certain to be exercised, or any periods covered by an
option to terminate the lease, if it is reasonably certain not
to be exercised.

The Company has several lease contracts that include
extension and termination options. The Company
applies judgement in evaluating whether it is reasonably
certain to exercise the option to renew or terminate the
lease. It considers all relevant factors that create an
economic incentive for it to exercise either the renewal or
termination. After the commencement date, the Company
reassesses the lease term if there is a significant event
or change in circumstances that is within its control and
affects its ability to exercise or not to exercise the option
to renew or to terminate.

e) Going concern

The Management has performed an assessment of the
Company''s ability to continue as a going concern. Based
on the assessment, the Management believes that there
is no material uncertainty with respect to any events or
conditions that may cast a significant doubt on the entity
to continue as a going concern, hence the standalone
financial statements have been prepared on a going
concern basis.

Discount rate

Discount rates represent the current market assessment of the risks specific to CGU, taking into the consideration
the time value of money and individual risks of the underlying assests that have not been incorporated in the cash
flow estimates. The discount rate is based on specific circumstances of the Company and is derived from its Weighted
Average Cost of Capital (WACC). The WACC takes into account both debt and equity. The cost of equity is derived from the
expected return on investment by the Company''s investors. The cost of debt is based on the interest-bearing borrowings
the Company is obliged to service. Adjustments to the discount rate are made to factor in the specific amount and timing
of the future cash flows in order to reflect a pre-tax discount rate.

Growth rate

Rates are based on published industry research. Growth rate is based on the Company''s Projection of business and
growth of the industry in which the Company is operating. The growth rate considers the Company''s plan to launch new
outlets/expected same store growth. Hence, the Management has considered the terminal growth rate based on their
expected long-term sustainable annual earnings growth.

EBITDA Multiple

The EBITDA multiple has been derived from comparable market transactions and ranges between 12 to 24, depending
on the specific industry and growth characteristics of the CGU. EBITDA used in the valuation is based on the approved
financial budgets, and reflects the expected business performance considering current market conditions, historical
performance, and industry outlook.

Notes:

a) During the year ended March 31, 2025, the Company has acquired additional 432 equity shares constituting 6.62%
paid-up share capital, having face value of '' 100 each, of Red Apple Kitchen Consultancy Private Limited (”Red
Apple”), a subsidiary of the Company through secondary acquisition i.e., from existing shareholders of Red Apple
for a consideration of '' 160.29 million. Consequent to the said acquisition, the Company holds 89.05% stake (earlier
82.43%) in Red Apple.

During the year ended March 31, 2024, the Company acquired additional equity shares of Red Apple representing
4.21% stake on a fully diluted basis, for a total consideration of '' 100.62 million towards 275 equity shares of face
value of '' 100 each of Red Apple. This additional investment was approved by the Board of Directors.

b) During the year ended March 31, 2024, the Company acquired equity shares of Blue Planet Foods Private Limited
(“Blue Planet”) representing 11.77% stake on a fully diluted basis, for a total consideration of '' 51.08 million towards
1,282 equity shares of face value of '' 10 each of Blue Planet. This investment was approved by the Board of Directors.

c) On September 30, 2024, Barbeque Nation MENA Holding Limited ("Barbeque MENA”), a wholly owned subsidiary
of the Company domiciled in Dubai, United Arab Emirates, has issued and allotted 109,457 equity shares of
AED 100 each to the Company consequent to the conversion of loan, which was granted to Barbeque MENA
by the Company, into equity. The said conversion of loan into equity and allotment of shares was approved by
the regulatory authority in Dubai i.e., Jebel Ali Free Zone Authority (JAFZA). Consequent to the said conversion
of loan into equity and allotment on September 30, 2024, the Company holds 268,882 shares (earlier 159,425
shares) in Barbeque MENA. The Company has submitted requisite documents with regulatory authorities.
Based on the impairment assessment carried out by the Management, investment in Barbeque MENA was fully
impaired.

d) The Board of Directors of the Company at their meeting held on May 27, 2023 had approved the removal (strike-
off) of Barbeque Nation Holdings Pvt. Ltd. ("Barbeque Mauritius”), a wholly owned subsidiary of the Company,
incorporated in Mauritius, from the Register of Companies, subject to approval of Regulatory Authorities in Mauritius.
The application filed by Barbeque Mauritius has been approved by the Registrar of Companies in Mauritius (“RoC,
Mauritius”) and pursuant to the letter issued by RoC, Mauritius, Barbeque Mauritius has been removed (struck-off)
from the Register under Section 308 of the Mauritius Companies Act, 2001 with effect from December 02, 2024.
Based on the impairment assessment carried out by the Management, investment in Barbeque Mauritius was fully
impaired.

e) On February 03, 2025, the Company has executed a Share Subscription Agreement and Shareholders'' Agreement
to acquire upto 51% of equity share capital of Willow Gourmet Private Limited (“WGPL”). WGPL operates an ice-cream
brand ''Omm Nom Nomm'' through the delivery channel. On March 11, 2025, the Company has acquired 42.36% stake
in WGPL. Consequent to the aforesaid acquisition, WGPL has become an associate of the Company.

Nature and purpose of reserves
Securities premium

Securities premium is used to record the premium on issue of shares. The reserve can be utilised only for limited purposes
such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.

Retained earnings

Retained earnings are the profits/(losses) that the Company has earned/incurred till date, less any transfers to general
reserve, dividends or other distributions paid to shareholders.

Share based payment reserve

The fair value of the equity-settled share based payment transactions with employees is recognised in Standalone
Statement of Profit and Loss with corresponding credit to share based payment reserve. The amount of cost recognised
is transferred to share premium on exercise of the related stock options.

Remeasurement gains/(losses) on defined benefit plans

The cumulative balances of actuarial gain or loss arising on remeasurements of defined benefit plan is accumulated and
recognised within this component of other comprehensive income/(loss). Items included in actuarial gain or loss reserve
will not be reclassified subsequently to Standalone Statement of Profit and Loss.

Details of security and terms of
repayment

(i) Term loans from bank:

• Term loans are secured by way of hypothecation of
moveable fixed assets (excluding vehicles), security
deposits and current assets of the Company.

• Term Loan 1: The loan is repayable in 48 equal monthly
instalments of '' 3.09 million each commencing (after
12 months of moratorium period from the date of
first disbursement) through December 31, 2021 to
November 30, 2025 and carries interest rate of 10.45%
linked to one year MCLR.

• Term Loans 2 and 3: The loans are repayable in 20
equal quarterly instalments of '' 10.00 million each
commencing (after 12 months of moratorium period
from the date of first disbursement) through June 30,
2024 to March 31, 2029 and carries interest rate of
Repo rate 2%.

• Term Loan 4: The loan is repayable in 20 equal quarterly
instalments of '' 5.00 million commencing (after 12
months of moratorium period from the date of first
disbursement) through March 31, 2026 to December
31, 2030 and carries interest rate of Repo rate 2%.

• Term Loan 5: The loan is repayable in 20 equal quarterly
instalments of '' 7.50 million commencing (after 12
months of moratorium period from the date of first
disbursement) through March 31, 2026 to December
31, 2030 and carries interest rate of Repo rate 2%.

(ii) Working capital loan from banks:

• Working capital loans are secured by way of
hypothecation of moveable fixed assets (excluding
vehicles), security deposits and current assets of the
Company. - The loans are repayable on demand and
carries interest rate of 8.50%.

(iii) Vehicle loans:

• Vehicle loans are secured by way of hypothecation of
underlying vehicles.

• The loans are repayable in 36 to 60 equated monthly
instalments from the date of respective loans availed
and carries an variable interest rate which is linked to
value and condition of vehicles purchased (ranging
from 7.30% to 12.50%).

Loan covenants

The term loans and working capital loans from banks
contain certain financial covenants like debt service
coverage ratio, total outstanding liability to average total
net worth ratio and security coverage ratio. The limitation
on indebtedness covenant gets suspended if the
Company meets certain prescribed criteria. The Company
has satisfied all covenants prescribed in the terms of such
loans.

The vehicle loans do not carry any debt covenant.

The Company has not defaulted on any loans payable.

33 EARNINGS PER SHARE

Basic EPS amounts are calculated by dividing the profit/(loss) for the year attributable to owners of the Company by the
weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit/(loss) attributable to owners of the Company by the weighted
average number of equity shares outstanding during the year plus the weighted average number of equity shares that
would be issued on conversion of all the dilutive potential equity shares into equity shares.

The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment
benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. Certain
sections of the Code came into effect on May 03, 2024. However, the final rules/interpretation have not yet been issued.
Based on a preliminary assessment, the Company believes the impact of the change will not be significant.

(ii) Defined benefit plans

The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Payment of
Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service gets a
gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with an
insurance company in the form of qualifying insurance policy.

The following tables summarise the components of net benefit expense recognised in the standalone statement of profit
and loss and amounts recognised in the standalone balance sheet:

Other commitments

As at March 31, 2025, the Company has committed to provide financial support to Barbeque Nation Mena Holding Limited

with regard to operations of this subsidiary including its step-down subsidiaries.

(a) The aforesaid amounts under disputes are as per the demands from various authorities for the respective periods
and has not been adjusted to include further interest and penalty leviable, if any, at the time of final outcome of the
appeals.

(b) Certain demands from the income tax authorities were set-off against the brought forward business losses and
unabsorbed depreciation of previous years which have not been disclosed above.

(c) In the ordinary course of business, the Company faces claims and assertions by various parties. The Company
assesses such claims and assertions and monitors the legal environment on an ongoing basis with the assistance
of external legal counsel, wherever necessary. The Company has reviewed all its pending litigations and
proceedings, and has adequately provided for where provisions are required and disclosed the contingent liabilities
in its standalone financial statements where financial outflow is not probable. The Company does not expect the
outcome of these proceedings to have a materially adverse effect on the standalone financial statements.

A) Barbeque Nation Hospitality Limited- Employee Stock option Plan 2015

In the annual general meeting held on August 26, 2015, the shareholders of the Company approved the issue of not more
than 266,240 options (underlying equity share of face value of '' 10/- each per option) under the Scheme titled Barbeque
Nation Hospitality Limited- Employee Stock option Plan 2015 (ESOP 2015). The ESOP 2015 allows the issue of options to
employees of the Company and its subsidiaries. Pursuant to the sub-division of equity share of ''10 each into 2 equity
shares of '' 5 each during the year ended March 31, 2017, the scheme comprise of 532,480 options (underlying equity
share of face value of '' 5 each per option). Further, in the annual general meeting held on July 23, 2019, the shareholders
of the Company approved the increase of options to be offered to the employees up to 932,480 options and in the Extra¬
ordinary General meeting held on July 19, 2021, the shareholders approved the increase of ESOP pool size to 2,000,000
options. Further in the annual general meeting held on September 06, 2022, the shareholders approved the transfer of

500,000 options from ESOP 2015 to ESOP 2022 and consequent to the said transfer, the pool size of ESOP 2015 has been
reduced to 1,500,000 options.

As per the Scheme, the Nomination & Remuneration Committee grants the options to the eligible employees. The
exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is
from 1 to 3 years from the date of grant and all the vested options can be exercised by the option grantee within 60
months from the vesting date.

The Company granted options under said scheme for eligible personnel at various dates as per below table. The fair value
of the option has been determined using Black Scholes Option Pricing Model. The Company has amortised the fair value
of option over the vesting period.

All the options granted to employees shall vest upon completion of the required vesting period.

On October 15, 2020, Board of Directors have approved the grant of same number of options to the employees who have
surrendered their options and re-priced the surrendered options.

Considering the fall in the market price of shares of the Company (i.e. exercise price of ESOPs exceeding the current
market price) and based on the recommendations of Nomination and Remuneration Committee, the Board of Directors
of the Company, at their meeting held on August 07, 2023, have approved the re-pricing of ESOPs and the same was
approved by the Shareholders/members in the 17^th Annual General Meeting held on September 25, 2023, as mentioned
hereunder:

a. Repricing of ESOPs granted, under ESOP 2015, during the financial year 2021-22 and 2022-2023 and revised
exercise price is ''721 per option.

b. Repricing of ESOPs granted, under ESOP 2022, during the financial year 2022-2023 and revised exercise price is
''721 per option.

c. Increasing vesting period of the re-priced ESOPs to 3 years effective from the date of re-pricing (i.e. from August 07,
2023).

Incremental fair value for these modifications were calculated as fair value of option at modification date less fair value of
option at grant date and this fair value was determined using Black Scholes Option Pricing model.

B) Barbeque Nation Hospitality Limited- Employee Stock Option Scheme 2022

In the annual general meeting held on September 6, 2022, the Shareholders approved the adoption of new Employee
Stock Option Scheme called ''Barbeque Nation Hospitality Limited - Employees Stock Option Plan 2022'' (“ESOP 2022”).
The pool size of the ESOP 2022 is 500,000 Options (which are convertible into equivalent number of equity shares having
face value of '' 5 each i.e. one option is equal to one share), which are being transferred from ESOP 2015 and consequent
to the said transfer, the pool size of ESOP 2015 has been reduced to 1,500,000 options. The ESOP 2022 allows the issue
of options to employees of the Company and its subsidiaries.

As per the Scheme, the Nomination & Remuneration Committee grants the options to the eligible employees. The
exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is
from 1 to 3 years from the date of grant and all the vested options can be exercised by the option grantee within 60
months from the vesting date.

Fair value of financial assets and liabilities measured at amortised cost

The Management assessed that fair value of cash and cash equivalents, trade receivables, security deposits, interest
accrued on fixed deposits, other receivables and trade payables, approximate their carrying amounts largely due to the
short-term maturities of these instruments.

The fa

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Mar 31, 2024

o. Provisions and Contingent Liabilities

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset,but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the Statement of Profit and Loss net of any reimbursement.

A present obligation that arises from past events, where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

Claims against the Company, where the possibility of any outflow of resources in settlement is remote, are not disclosed as contingent liabilities.

p. Employee benefits

Defined contribution plan

The Company makes defined contribution to the Government Employee Provident Fund and superannuation fund, which are recognised in the Statement of Profit and Loss, on accrual basis. The Company recognises contribution

payable to the provident fund scheme as an expense, when an employee renders the related service. The Company has no obligation, other than the contribution payable to the provident fund.

Defined benefit plan

The Company operates a defined benefit gratuity plan in India. The Company contributes to a gratuity fund maintained by an independent insurance Company. The Company''s liabilities under The Payment of Gratuity Act, 1972 are determined on the basis of actuarial valuation made at the end of each financial year using the projected unit credit method. Obligation is measured at the present value of estimated future cash flows using a discounted rate that is determined by reference to market yields at the Balance Sheet date on Government bonds, where the terms of the Government bonds are consistent with the estimated terms of the defined benefit obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and fair value of plan assets. This cost is included in the ‘Employee benefits expense'' in the Statement of Profit and Loss. Re-measurement gains or losses and return on plan assets (excluding amounts included in net Interest on the net defined benefit liability) arising from changes in actuarial assumptions are recognised in the period in which they occur, directly in OCI. These are presented as re-measurement gains or losses on defined benefit plans under other comprehensive income in other equity. Remeasurements gains or losses are not reclassified subsequently to the Statement of Profit and Loss.

Compensated absences

The employees of the Company are entitled to compensated absences. The employees can carry forward a portion of the unutilised accumulating compensated absences and utilise it in future periods. The Company records an obligation for compensated absences in the period in which the employee renders the services that increases this entitlement. The Company measures the expected cost of compensated absences as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the end of the reporting period. The Company recognises accumulated compensated absences based on actuarial valuation in the Statement of Profit and Loss.

The Company presents the entire leave as a current liability in the Balance Sheet, since it does not have any unconditional right to defer its settlement for twelve months after the reporting date.

Short-term employee benefits

Short-term employee benefits are recognised as an expense on accrual basis.

q. Share-based payments

Employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.

That cost is recognised, together with a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the Statement of Profit and Loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense. The cost recognised in the Statement of Profit and Loss is net of cross charge to subsidiary Company in relation to share based payments transactions of the employees of the subsidiary Company.

No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met.

When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value

of the share-based payment transaction, or is otherwise beneficial to the employee.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

r. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets and financial liabilities are

recognised when the Company becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are

initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities measured at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the Statement of Profit and Loss are recognised immediately in the Statement of Profit and Loss.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place are recognised on the trade date.

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

For the purpose of subsequent measurement, financial instruments of the Company are classified in the following categories:

(a) Non-derivative financial assets

(i) Financial assets at amortised cost

Financial asset is measured at amortised cost using Effective Interest Rate (EIR), if both the conditions are met:

• The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• The contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Effective Interest Rate (EIR) method:

The EIR method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument or, where appropriate, a shorter period, to the gross carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at Fair Value Through Profit or Loss (FVTPL). Interest income is recognised in the Statement of Profit and Loss and is included in the ‘Other income'' line item.

(ii) Financial assets at Fair Value Through Profit or Loss (FVTPL)

Financial assets that do not meet the amortised cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, financial assets that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria or financial assets that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in the Statement of Profit and

Loss. The net gain or loss recognised in the Statement of Profit and Loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income'' line item. Dividend on financial assets at FVTPL is recognised when the Company''s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

(iii) Equity investments

Investment in Subsidiaries are out of scope of Ind AS 109 and hence, the Company has accounted for its investment in Subsidiaries at cost. All other equity investments are measured at fair value as per Ind AS 109. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company has an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement of Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

Impairment of financial assets:

The Company applies simplified approach of expected credit loss model for recognising impairment loss on trade receivables, other contractual rights to receive cash or other financial asset.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Expected credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e., all cash shortfalls), discounted at the original effective interest rate (or credit adjusted effective interest rate for purchased or originated credit-impaired financial assets).

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the lifetime expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

If the Company measured loss allowance for a financial instrument at lifetime expected credit loss model in the previous period, but determines at the end of a reporting period that the credit risk has not increased significantly since initial recognition due to improvement in credit quality as compared to the previous period, the Company again measures the loss allowance based on 12-month expected credit losses.

When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

For trade receivables or any contractual right to receive cash or another financial asset that results from transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed

based on a provision matrix, which takes into account historical credit loss experience and adjusted for forward looking information.

The impairment requirements for the recognition and measurement of a loss allowance are equally applied to debt instruments at FVTOCI except that the loss allowance is recognised in OCI and is not reduced from the carrying amount in the Balance Sheet.

(b) Non-derivative financial liabilities

(i) Classification as debt or equity

Debt and equity instruments issued by the Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

(1) Equity instruments:

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Company are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company''s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in the Statement of Profit and Loss on the purchase, sale, issue or cancellation of the Company''s own equity instruments.

(2) Financial liabilities:

All financial liabilities are measured at amortised cost using the effective interest method or at FVTPL.

However, financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the continuing involvement approach applies, financial guarantee contracts issued by the Company, and commitments issued by the Company to provide a loan at below-market interest rate are measured in accordance with the specific accounting policies set out below.

Financial liabilities at FVTPL:

Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.

A financial liability is classified as held for trading, if:

• It has been acquired or incurred principally for the purpose of selling or repurchasing it in the near term; or

• On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profittaking; or

• It is a derivative that is not a financial guarantee contract or designated and effective as a hedging instrument.

A financial liability other than a financial liability held for trading may, be designated as at FVTPL upon initial recognition, if:

• Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise;

• The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company''s documented risk management or investment strategy, and information about the Company is provided internally on that basis; or

• It forms part of a contract containing one or more embedded derivatives, and Ind AS 109 permits the entire combined contracts to be designated as at FVTPL in accordance with Ind AS 109.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in the Statement of Profit and Loss.

However, financial liabilities that are not held-for-trading and are designated as at FVTPL, the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability''s credit risk in other comprehensive income would create or enlarge an accounting mismatch in the Statement of Profit and Loss, in which case these effects of changes in credit risk are recognised in the Statement of Profit and Loss. The remaining amount of change in the fair value of liability is always recognised in the Statement of Profit and Loss. Changes in fair value attributable to a financial liability''s credit

risk that are recognised in other comprehensive income are reflected immediately in other comprehensive income under other equity and are not subsequently reclassified to the Statement of Profit and Loss.

Gains or losses on financial guarantee contracts and loan commitments issued by the Company that are designated by the Company as at fair value through profit or loss are recognised in the Statement of Profit and Loss.

Financial liabilities subsequently measured at amortised cost:

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the ‘Finance costs'' line item.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the gross carrying amount on initial recognition.

(ii) Loans and borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Statement of Profit and Loss over the period of borrowings using the EIR method. Fees paid on the establishment of loan facilities are recognised as the transaction cost of the loan to the extent it is probable that some or all of the facility will be drawn down, the fees are deferred until the draw down occurs. To the extent that there is no evidence that is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity and amortised over the period of facility to which it relates.

(iii) Foreign exchange gains and losses

The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in the Statement of Profit and Loss, except for those which are designated as hedging instruments in a hedging relationship.

For the purposes of recognising foreign exchange gains and losses, FVTOCI financial assets are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in the Statement of Profit and Loss, and other changes in the fair value of FVTOCI financial assets are recognised in OCI.

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in ‘Other income''.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in the Statement of Profit and Loss.

De-recognition of financial assets and financial liabilities:

The Company de-recognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for the amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues

to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On de-recognition of a financial asset in its entirety, the difference between the asset''s carrying amount and the sum of the consideration received and receivable, and the cumulative gain or loss that had been recognised in OCI and accumulated in equity is recognised in the Statement of Profit and Loss, if such gain or loss would have otherwise been recognised in the Statement of Profit and Loss on disposal of that financial asset.

On de-recognition of a financial asset other than in its entirety (for example: when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in the Statement of Profit and Loss, if such gain or loss would have otherwise been recognised in the Statement of Profit and Loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

The Company de-recognises financial liabilities only when the Company''s obligations are discharged, cancelled or have expired. An exchange with a lender of debt instruments with substantially different terms is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the terms of an existing financial liability (whether or not attributable to the financial difficulty of the debtor) is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. The difference between the carrying amount

of the financial liability de-recognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount is reported in the Balance Sheet where there is a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

s. Cash and cash equivalents

Cash and cash equivalent in the Balance Sheet comprise cash at banks and on hand and shortterm deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company''s cash management.

t. Earnings per share

Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders of parent Company by the weighted average number of equity shares outstanding during the period.

The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

u. Earnings before interest, tax, depreciation and amortization (EBITDA)

The Company presents EBITDA in the statement of profit and loss; this is not specifically required by Ind AS 1. The terms EBITDA are not defined in Ind AS. Ind AS complaint Schedule III allows companies to present Line items, sub-line items and subtotals shall be presented as an addition or substitution on the face of the Financial Statements when such presentation is relevant to an understanding of the Company''s financial position or performance or to cater to industry/sector-specific disclosure requirements or when required for compliance with the amendments to the Companies Act or under the Indian Accounting Standards.

Measurement of EBITDA

Accordingly, the Company has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the Statement of Profit and Loss. The Company measures EBITDA on the basis of profit/(loss) from continuing operations. In its measurement, the Company does not include depreciation and amortisation expense, finance costs and tax expense.

v. New and amended standards

The Ministry of Corporate Affairs has notified Companies (Indian Accounting Standards) Amendment Rules, 2023 dated March 31, 2023 to amend the following Ind AS which are effective for annual periods beginning on or after April 1, 2023. The Company applied for the first-time these amendments.

(i) Disclosure of Accounting Policies -Amendments to Ind AS 1

The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their ‘significant'' accounting policies with a requirement to disclose their ‘material'' accounting policies and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures.

The amendments have had an impact on the Company''s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the Company''s Standalone Financial Statements.

3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS

The preparation of the Company''s Standalone Financial Statements requires the management to make judgements,estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Estimates and assumptions are reviewed on periodic basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised.

The key assumptions concerning the future and other key sources of estimation, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities, within the next financial year, are described below. The Company''s assumptions and estimates are based on parameters available at the time of preparation of the Standalone Financial Statements. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

a) Impairment of non-financial assets

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash flows expected to arise from the cashgenerating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are less than expected, a material impairment loss may arise.

Impairment exists when the carrying value of an asset or Cash-Generating Unit (CGU) exceeds its recoverable amount, which is higher of its fair value less costs of disposal and its value in use.

The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm''s length, for similar assets or observable market prices less incremental costs for disposing off the asset.The value in use calculation is based on Discounted Cash Flow (DCF) model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Company is not yet committed to or significant future investments that will enhance the asset''s performance of the CGU being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash inflows and the growth rate used for extrapolation purposes. These estimates are most relevant to goodwill and other intangibles with indefinite useful lives recognised by the Company. The key assumptions used to determine the value in use for the different CGUs, are disclosed and further explained in Note 7.

b) Share-based payment

The Company uses the most appropriate valuation model depending on the terms and conditions of the grant, including the expected life of the share option, volatility and dividend yield. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 38.

c) Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment benefits plan are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of government bonds where remaining maturity of such bond correspond to expected term of defined benefit obligation. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at

interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

Further details about gratuity obligations are given in Note 36.

d) Leases

The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain to exercise

the option to renew or terminate the lease. It considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the commencement date, the Company reassesses the lease term if there is a significant event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to renew or to terminate.

e) Going concern

The management has performed an assessment of the Company''s ability to continue as a going concern. Based on the assessment, the management believes that there is no material uncertainty with respect to any events or conditions that may cast a significant doubt on the entity to continue as a going concern, hence the Standalone Financial Statements have been prepared on a going concern basis.

Notes:

(a) During the year ended March 31, 2024, the Company has acquired additional equity shares of Red Apple Kitchen Consultancy Private Limited (“Red Apple”) representing 4.21% stake on a fully diluted basis, for a total consideration of Rs. 100.62 million towards 275 equity shares of face value of Rs. 100 each of Red Apple. This additional investment was approved by the Board of Directors.

During the year ended March 31,2023, the Company acquired additional equity shares of Red Apple Kitchen Consultancy Private Limited (“Red Apple”) representing 9.40% stake on a fully diluted basis, for a total consideration of Rs. 134.59 million towards 614 equity shares of face value of Rs. 100 each of Red Apple. This additional investment was approved by the Board of Directors.

(b) During the year ended March 31, 2024, the Company has acquired equity shares of Blue Planet Foods Private Limited (“Blue Planet”) representing 11.77% stake on a fully diluted basis, for a total consideration of Rs. 51.08 million towards 1,282 equity shares of face value of Rs. 10 each of Blue Planet. This investment was approved by the Board of Directors.

(c) Based on the impairment assessment carried out by the management, investment in Barbeque Nation Mena Holding Limited and Barbeque Nation Holdings Pvt. Ltd. was fully impaired.

(ii) Defined benefit plans

The Company has a defined benefit gratuity plan for its employees. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the gratuity plan, every employee who has completed at least five years of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service. The scheme is funded with an insurance Company in the form of qualifying insurance policy.

A. Barbeque Nation Hospitality Limited-Employee Stock option Plan 2015

In the annual general meeting held on August 26, 2015, the shareholders of the Company approved the issue of not more than 266,240 options (underlying equity share of face value of Rs. 10/- each per option) under the Scheme titled Barbeque Nation Hospitality Limited- Employee Stock option Plan 2015 (ESOP 2015). The ESOP 2015 allows the issue of options to employees of the Company and its subsidiaries. Pursuant to the sub-division of equity share of Rs. 10 each into 2 equity shares of Rs. 5 each during the year ended March 31,2017, the scheme comprise of 532,480 options (underlying equity share of face value of Rs. 5 each per option). Further, in the annual general meeting held on July 23, 2019, the shareholders of the Company approved the increase of options to be offered to the employees up to 932,480 options and in the Extra-ordinary General meeting held on July 19, 2021, the shareholders approved the increase of ESOP pool size to 2,000,000 options. Further in the annual general meeting held on September 6, 2022, the shareholders approved the transfer of 500,000 options from ESOP 2015 to ESOP 2022 and consequent to the said transfer, the pool size of ESOP 2015 has been reduced to 15,00,000 options.

As per the Scheme, the Nomination & Remuneration committee grants the options to the eligible employees. The exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is from one to three years from the date of grant and all the vested options can be exercised by the option grantee within sixty months from the vesting date.

The Company granted options under said scheme for eligible personnel at various dates as per below table. The fair value of the option has been determined using Black Scholes Option Pricing Model. The Company has amortised the fair value of option over the vesting period.

All the options granted to employees shall vest upon completion of the required vesting period.

On October 15, 2020, Board of Directors have approved the grant of same number of options to the employees who have surrendered their options and re-priced the surrendered options.

Considering the fall in the market price of shares of the Company (i.e. exercise price of ESOPs exceeding the current market price) and based on the recommendations of Nomination and Remuneration Committee, the Board of Directors

of the Company, at their meeting held on August 7, 2023, have approved the re-pricing of ESOPs and the same was approved by the Shareholders/members in the 17^th Annual General Meeting held on September 25, 2023, as mentioned hereunder:

m

a. Repricing of ESOPs granted, under ESOP 2015, during the financial year 2021-22 and 2022-2023 and revised exercise price is Rs. 721/- per option.

b. Repricing of ESOPs granted, under ESOP 2022, during the financial year 2022-2023 and revised exercise price is Rs. 721/- per option.

c. Increasing vesting period of the re-priced ESOPs to 3 years effective from the date of re-pricing (i.e. from August 7, 2023)

Incremental fair value for these modifications were calculated as fair value of option at modification date less fair value of option at grant date and this fair value was determined using Black Scholes Option Pricing model.

B. Barbeque Nation Hospitality Limited- Employee Stock Option Scheme 2022

In the annual general meeting held on September 6, 2022, the Shareholders approved the adoption of new Employee Stock Option Scheme called ‘Barbeque Nation Hospitality Limited - Employees Stock Option Plan 2022'' (“ESOP 2022”). The pool size of the ESOP 2022 is 5,00,000 Options (which are convertible into equivalent number of equity shares having face value of Rs. 5 each i.e. one option is equal to one share), which are being transferred from ESOP 2015 and consequent to the said transfer, the pool size of ESOP 2015 has been reduced to 15,00,000 options. The ESOP 2022 allows the issue of options to employees of the Company and its subsidiaries.

As per the Scheme, the Nomination & Remuneration committee grants the options to the eligible employees. The exercise price of each option shall be at a price not less than the face value per share. Vesting period of the option is from one to three years from the date of grant and all the vested options can be exercised by the option grantee within sixty months from the vesting date.

39. LEASES

Company as a lessee

The Company has lease contracts for stores, corporate office and other office premises, with lease period varying between 3 to 15 years, with escalation clauses in the lease agreements. Consistent with industry practice, the Company has contracts which have fixed rentals or variable rentals based on a percentage of sales in the stores, or a combination of both. The Company''s obligations under its leases are secured by the lessor''s title to the right-of-use assets.

Fair value of financial assets and liabilities measured at amortised cost

The management assessed that fair value of cash and cash equivalents, trade receivables, security deposits, interest accrued on fixed deposits, other receivables and trade payables, approximate their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the Company''s interest bearing borrowings and loans are determined using DCF method using discount rate.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The investments made in subsidiaries as at March 31, 2024 is Rs. 867.60 (March 31, 2023: Rs. 708.41) are measured at cost.

Fair value hierarchy

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).

42. FINANCIAL RISK

MANAGEMENT

The Company''s principal financial liabilities, comprise borrowings, leases, trade payables, and other payables. The main purpose of these financial liabilities is to finance the Company''s operations. The Company''s principal financial assets include loans, trade receivables and cash and cash equivalents that derive directly from its operations.

The Company also holds investments in equity instruments.

The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these

risks. It is the Company''s policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below:

(A) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of interest rate risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt and equity investments.

The sensitivity analysis in the following sections relate to the position as at March 31, 2024 and March 31, 2023.

The sensitivity analysis have been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt at March 31, 2024.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long-term debt obligations with floating interest rates.

The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.

(B) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. To manage this, the Company periodically assesses financial reliability of customers and other counterparties, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of financial assets. Individual risk limits are set and periodically reviewed on the basis of such information. Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty.

The Company only deals with parties which has good credit rating given by external rating agencies or based on the Company''s internal assessment.

Financial assets are written-off when there is no reasonable expectations of recovery, such as a debtor failing to engage in a repayment plan with the Company. Where loans or receivables have been written-off, the Company continues to engage in enforcement activity to attempt to recover the receivable dues where recoveries are made, these are recognised as income in the Standalone Statement of Profit and Loss.

The Company is exposed to credit risk from its operating activities (primarily trade receivables and security deposits).

(C) Liquidity risk

The Company monitors its risk of a shortage of funds using a liquidity planning tool.

The Company''s objective is to maintain a balance between continuity of funding and flexibility through the use of bank overdrafts, bank loans and lease contracts. Approximately 35% of

the Company''s debt will mature in less than one year at March 31, 2024 (March 31, 2023: 61%) based on the carrying value of borrowings reflected in the standalone financial statements. The Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low. The Company has access to a sufficient variety of sources of funding.

43. CAPITAL MANAGEMENT

For the purpose of the Company''s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management is to maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net

debt, interest bearing loans and borrowings, lease liabilities, less cash and cash equivalents.

In order to achieve this overall objective, the Company''s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interestbearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. There have been no breaches in the financial covenants of any interest-bearing loans and borrowing in the current year.

No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2024 and March 31, 2023.

44. RELATED PARTY DISCLOSURES

A. Names of related parties and related party relationship with whom transactions have taken place:

Name of related parties

Subsidiaries

Barbeque Nation MENA Holding Limited (formerly known as Barbeque Nation Holdings Limited) (Wholly-owned subsidiary)

Barbeque Nation Restaurant LLC (Step-down Subsidiary)

Barbeque Nation (Malaysia) SDN. BHD. (Step-down Subsidiary)

Barbeque Nation International LLC (Oman) (Step-down Subsidiary)

Barbeque Nation Bahrain W.L.L.

(Step-down Subsidiary)

Barbeque Nation Holdings Pvt. Ltd. (Wholly-owned subsidiary)

Red Apple Kitchen Consultancy Private Limited (Subsidiary)

Blue Planet Foods Private Limited (Subsidiary)

Investing party for which the Company is an Associate

Sayaji Hotels Limited

Sayaji Housekeeping Services Limited

Entities in which KMP/Relatives of KMP can exercise significant influence

Sana Reality Private Limited Samar Retail Private Limited

Sayaji Foods Private Limited

Sana Hospitality Services Private Limited

Sayaji Hotels (Pune) Limited

Key Management Personnel (“KMP”)

Kayum Razak Dhanani (Managing Director)

Rahul Agrawal (Chief Executive Officer and Whole-Time Director)

T Narayanan Unni (Non-Executive and Independent Director)

Abhay Chintaman Chaudhari (Non-Executive and Independent Director)

Ashok Revathy

(Non-Executive and Independent Director)

Raoof Razak Dhanani (Non-Executive Director)

Devinjit Singh (Non-Executive Director)

Suchitra Dhanani (Non-Executive Director)

Azhar Yusuf Dhanani (Non-Executive Director) -

w.e.f. August 7, 2023

Natarajan Ranganathan (Non-Executive Director and Independent Director) - upto April 16, 2022

Nagamani CY (Company Secretary)

Amit V Betala (Chief Financial Officer) -January 14, 2020 till May 18, 2022 and from February 7, 2023

Anurag Mittal (Chief Financial Officer) - from May 19, 2022 to February 6, 2023)

Relative of Key Management Personnel (“KMP”)

Gulshanbanu Memon

Terms and conditions of transactions with related parties

The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm''s length transactions. Amount owed to and by related parties are unsecured and interest free and settlement occurs in cash. Deposits to other related parties are unsecured and interest free and settlement occurs in cash. Loan to wholly-owned subsidiary is unsecured and interest bearing and settlement occurs in cash. There have been no guarantees received or provided for any related party receivables or payables. For the year ended March 31, 2024, the Company has not recorded any impairment of assets relating to amounts owed by related parties. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

47 OTHER STATUTORY INFORMATION

(a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.

(b) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(c) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority or other lender.

(d) The Company does not have any transactions with companies struck off.

(e) The Company has not advanced or loaned or invested funds (either from borrowed funds or share premium or any other sources or kind of funds) to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(f) The Company has not received any funds from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether,

directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(g) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(h) The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.

48. MAINTENANCE OF BOOKS OF ACCOUNT

The Company has used two accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled at the database level insofar as it relates to the accounting software. Further, no instance of audit trail feature being tampered with was noted in respect of the accounting software used for maintaining its books of account.

Further, the Company has used an accounting software which is operated by a third-party software service provider, for maintaining its books of account. Management is not in possession of Service Organisation Controls report to determine whether audit trail feature of the said software

was enabled and operated throughout the year for all relevant transactions recorded in the software or whether there were any instances of the audit trail feature being tampered with, in respect of an accounting software where the audit trail has been enabled.

49. AMENDMENTS EFFECTIVE FROM APRIL 1, 2024

There are no standards that are notified and not yet effective as on the date.

As per our report of even date

For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of

Chartered Accoun

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Mar 31, 2023

Provisions and Contingent Liabilities

A provision is recognised when the Company has
a present obligation as a result of past events and
it is probable that an outflow of resources will be
required to settle the obligation in respect of which
a reliable estimate can be made. The amount
recognised as a provision is the best estimate of
the consideration required to settle the present
obligation at the end of the reporting period, taking
into account the risks and uncertainties surrounding
the obligation. When a provision is measured using
the cash flows estimated to settle the present
obligation, its carrying amount is the present value
of those cash flows (when the effect of the time
value of money is material). These are reviewed at

each balance sheet date and adjusted to reflect the
current best estimates.

Contingent liabilities are disclosed in the Notes.
Contingent assets are not recognised in the
financial statements.

2.20 Impairment of non-financial assets

At the end of each reporting period, the Company
reviews the carrying amounts of its tangible and
intangible assets to determine whether there is
any indication that those assets have suffered an
impairment loss. If any such indication exists, the
recoverable amount of the asset is estimated in
order to determine the extent of the impairment
loss (if any). When it is not possible to estimate
the recoverable amount of an individual asset, the
Company estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
When a reasonable and consistent basis of allocation
can be identified, corporate assets are also allocated
to individual cash-generating units, or otherwise
they are allocated to the smallest Company of
cash-generating units for which a reasonable and
consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and
intangible assets not yet available for use are tested
for impairment at least annually, and whenever
there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less
costs of disposal and value in use. In assessing value in
use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate
that reflects current market assessments of the time
value of money and the risks specific to the asset
for which the estimates of future cash flows have
not been adjusted.

2.21 Earnings per share (EPS)

Basic earnings per share are computed by dividing
statement of profit and loss attributable to equity
shareholders of the company by the weighted
average number of equity shares outstanding
during the year.

Diluted earnings per share is computed by dividing
the net profit after tax by the weighted average
number of equity shares considered for deriving
basic EPS and also weighted average number of
equity shares that could have been issued upon
conversion of all dilutive potential equity shares.
Dilutive potential equity shares are deemed
converted as of the beginning of the period, unless
issued at a later date. Dilutive potential equity

shares are determined independently for each
period presented.

2.22 Operating Cycle

Based on the nature of products / activities of the
Company and the normal time between acquisition
of assets and their realisation in cash or cash
equivalents, the Company has determined its
operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current
and non-current.

2.23 Receivable discounting charges

Receivables discounting charges are recognised in
Statement of profit and loss in the period in which
they are incurred.

3 Use of estimates and judgements

In the application of the Company''s accounting policies,
which are described in note 2, the directors of the
Company are required to make judgements, estimates
and assumptions about the carrying amounts of assets
and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are
based on historical experience and other factors that are
considered to be relevant. Actual results may differ from
these estimates.

The estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates
are recognised in the period in which the estimate is
revised if the revision affects only that period, or in the
period of the revision and future periods if the revision
affects both current and future periods.

Key sources of estimation uncertainty

The following are the key assumptions concerning the
future, and other key sources of estimation uncertainty
at the end of the reporting period that may have a
significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial year.

Impairment of goodwill

Determining whether goodwill is impaired requires an
estimation of the value in use of the cash-generating units
to which goodwill has been allocated. The value in use
calculation requires the directors to estimate the future
cash flows expected to arise from the cash-generating
unit and a suitable discount rate in order to calculate
present value. Where the actual future cash flows are less
than expected, a material impairment loss may arise.

Impairment of investments made and loans given to

subsidiaries

The Company reviews its carrying value of investments
made and loans given to subsidiaries at cost, annually,
or more frequently when there is an indication for
impairment. If the recoverable amount is less than its
carrying amount, the impairment loss is accounted for.

Leases

Ind AS 116 requires lessees to determine the lease
term as the non-cancellable period of a lease adjusted
with any option to extend or terminate the lease, if the
use of such option is reasonably certain. The Company
makes an assessment on the expected lease term on
a lease-by-lease basis and thereby assesses whether
it is reasonably certain that any options to extend or
terminate the contract will be exercised. In evaluating
the lease term, the Company considers factors such as
any significant leasehold improvements undertaken
over the lease term, costs relating to the termination of
the lease and the importance of the underlying asset
to the Company''s operations taking into account the
location of the underlying asset and the availability of
suitable alternatives.

Useful lives of property, plant and equipment

The estimated useful lives, residual values and depreciation
method are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for
on a prospective basis.

Provision For site restoration obligations:

The Company has recognised provision for site
restoration obligation associated with the stores opened.
In determining the value of the provision, assumptions
and estimates are made in respect of the expected cost
to dismantle and remove the furniture/fixtures from the
stores and the expected timing of those costs.

Uncertain tax positions

The Company''s current tax provision relates to
management''s assessment of the amount of tax payable
on open tax positions where the liabilities remain to be
agreed with relevant tax authorities. Uncertain tax items
for which a provision is made relate principally to the
interpretation oftax legislation applicable to arrangements
entered into by the Company. Due to the uncertainty
associated with such tax items, it is possible that, on
conclusion of open tax matters at a future date, the final
outcome may differ significantly.