jubilant foodworks ltd Directors report

Dear Members,

Your Directors have pleasure in presenting the Twenty-Eight (28^th) Integrated Annual Report together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023 (FY 2023).

FINANCIAL HIGHLIGHTS

A summary of the Companys financial performance in FY 2023 is as follows:

Particulars	Standalone		Consolidated
	FY 2023	FY 2022*	FY 2023	FY 2022
Revenue from Operations	50,959.92	43,310.99	51,582.47	43,961.22
Add: Other Income	497.11	406.62	504.12	413.54
Total Income	51,457.03	43,717.61	52,086.59	44,374.76
Profit before Depreciation & Amortisation, Finance
Cost, Exceptional items, Tax Expense & Other Income
(EBITDA)	11,592.05	11,045.93	11,515.52	11,087.76
Profit before Depreciation & Amortisation, Finance Cost,
Exceptional items & Tax Expense	12,089.16	11,452.55	12,019.64	11,501.30
Less: Finance Cost	1,951.26	1,730.13	2,012.26	1,760.89
Less: Depreciation & Amortisation Expense	4,753.19	3,829.74	4,858.85	3,930.52
Profit before share of net profit/ (loss) of associate, exceptional items and tax	5,384.71	5,892.68	5,148.53	5,809.89
Share of net profit/ (loss) of associate			(261.22)	(104.03)
Profit before Exceptional items & Tax Expense	5,384.71	5,892.68	4,887.31	5,705.86
Less: Exceptional items	466.39	73.25		73.25
Profit before Tax Expense	4,918.32	5,819.43	4,887.31	5,632.61
Less: Taxation Expense	1,356.20	1,444.33	1,356.97	1,451.72
Profit for the year	3,562.12	4,375.10	3,530.34	4,180.89
Other Comprehensive Income/ (Loss)	(2,043.24)	2,430.02	(1,690.99)	2,112.10
Total Comprehensive Income for the year	1,518.88	6,805.12	1,839.35	6,292.99
Retained Earnings
Balance at the beginning of FY	16,087.53	12,379.13	15,321.39	11,908.06
Add: Profit for the FY	3,562.12	4,375.10	3,532.01	4,203.92
Add: Opening balance of ESOP Trust		123.89
Add: Exercise/ Lapse of share options	83.41	23.14	83.41	23.14
Less: Exercise/ Sale of shares held by ESOP Trust (Net
of Tax)	(100.05)	(23.57)	(100.05)	(23.57)
Less: Dividend paid on Equity Shares	(791.81)	(791.81)	(791.81)	(791.81)
Less: Acquisition of non controlling interest			(240.86)
Add: Dividend on shares held by ESOP Trust	1.62	1.65	1.62	1.65
Balance at the end of FY	18,842.82	16,087.53	17,805.71	15,321.39

*Also refer Note 51 to the standalone financial statements forming an integral part of this Integrated Annual Report.

RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Company delivered healthy revenue growth and strong profitability amidst significant inflationary headwinds, while accelerating its network expansion. During the year, the Company has added 240 stores (net), ending the year with 1,863 stores across all brands in India. The Company had 1,816 Dominos, 13 Popeyes, 21 Dunkin and 13 Hongs Kitchen stores as on March 31, 2023.

The total income on a standalone basis for FY 2023 reached to H 50,959.92 million which is higher by 17.7% compared to last year. The EBITDA of H 11,592.05 million increased by 4.9%. The EBITDA margin at 22.7%, decreased by 276 bps and the net profit margin at 7.0% is lower by 308 bps when compared to last year. During FY 2023, the Company has not transferred any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings.

The operating context and the performance highlights has been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

SHARE CAPITAL

As on March 31, 2023, the paid-up and subscribed share capital of the Company stood at H 1,319,690,400/- divided into 659,845,200 equity shares of H 2/- each.

Your Board of Directors approved split/sub-division of equity shares of the Company on February 2, 2022 and the same was approved by the shareholders by resolution passed by way of postal ballot on March 27, 2022, such that each equity share having face value of H 10/- (Rupees Ten only) fully paid-up, was sub-divided into five (5) equity shares having face value of H 2/- (Rupees Two only) each, fully paid-up with effect from April 20, 2022 (Record Date). Accordingly, the authorised share capital of the Company was altered as H 1,500,000,000/- divided into 750,000,000 equity shares of H 2/- each and the paid-up and subscribed share capital of the Company was altered as H 1,319,690,400/- divided into 659,845,200 equity shares of H 2/- each.

DIVIDEND

Based on the Companys performance and Dividend Distribution Policy of the Company, your Directors are pleased to recommend Dividend of H 1.20/- (i.e. 60%) per equity share of H 2/- each fully paid up for FY 2023 amounting to H 791.81 million. The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (‘AGM) of the Company and shall be subject to deduction of tax at source.

EMPLOYEES STOCK OPTION SCHEMES

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the ESOP Schemes. The Company has two Employees Stock Option Schemes namely, JFL Employees Stock Option Scheme, 2011 (ESOP 2011) and JFL Employees Stock Option Scheme, 2016 (ESOP 2016) (collectively referred as ‘ESOP Schemes). Both the schemes are administered through JFL Employees Welfare Trust (ESOP Trust). Consequent to split/sub-division of equity shares of the Company with effect from April 20, 2022 (Record Date), appropriate adjustments were made in the number of stock options that have been granted under the ESOP Schemes and yet to be exercised (whether vested or unvested but not lapsed) such that each such stock options shall be sub-divided into Five (5) stock options of the same category and the respective exercise price for each such stock option shall be one fifth (1/5) of the exercise price fixed at the time of grant of such options. Also, the ceiling(s) on the maximum number of options/shares that may be issued pursuant to exercise of options granted to the participants under the ESOP Schemes shall stand proportionately increased. The details of both the schemes have also been disclosed in Note 32 to the Standalone Financial Statements and Note 31 to the Consolidated Financial Statements forming an integral part of this Integrated Annual Report.

The Company has Jubilant FoodWorks General Employee Benefits Scheme, 2020 (‘JFGEBS) which was approved with the objective of providing healthcare (including preventive measures), hospital care, or benefits in the event of sickness, accident, disability, death or scholarship funds, rewards and recognitions, education, employee engagement, training for skill enhancement/ development and such other welfare activities and benefits specified by the Company. The JFGEBS would be implemented and administered by the ESOP Trust. JFGEBS does not involve issue of shares by the Company for the purposes of JFGEBS and also does not involve any secondary acquisition by the ESOP Trust.

ESOP Schemes and JFGEBS are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (the ‘SEBI ESOP Regulations 2021). The details of ESOP Schemes and JFGEBS pursuant to SEBI ESOP Regulations, 2021 as at March 31, 2023 is uploaded on the website of the Company (web link: https://www.jubilantfoodworks.com/ company-reports/esop-disclosures). In terms of Regulation 13 of SEBI ESOP Regulations 2021, the Certificate from Chandrasekaran Associates, Company Secretaries, Secretarial Auditors, would be placed before the shareholders at the ensuing AGM.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Subsidiaries

Jubilant FoodWorks Bangladesh Limited (‘Jubilant Bangladesh):

Jubilant Bangladesh is a subsidiary of the Company in Bangladesh. Jubilant Bangladesh has exclusive rights to develop and operate Dominos stores in Bangladesh.

During the financial year, the Company has completed 100% acquisition of Jubilant Bangladesh by exercising the call options for acquiring additional 49% equity stake in Jubilant Bangladesh from Golden Harvest QSR Limited (‘Golden Harvest) at a consideration amounting to BDT 389.02 million (equivalent to H 340.25 million). Consequent to completion of acquisition on May 10, 2022, Jubilant Bangladesh became wholly owned subsidiary of the Company (with 1 share of Jubilant Bangladesh being held by a nominee of the Company in order to comply with local law requirements in Bangladesh).

The name of the company was changed from Jubilant Golden Harvest Limited to Jubilant FoodWorks Bangladesh Limited with effect from July 7, 2022.

During the financial year, Jubilant Bangladesh launched ever-highest number of stores in a financial year. 8 new stores were launched taking the total count to 17 stores. The performance of Jubilant Bangladesh continues to remain encouraging. A series of intervention on menu expansion, packaging innovation and launch of "Live Pizza Theatre" - live-streaming of pizza preparation, helped enhance consumer engagement. The system sales growth of 46.8% was on the back of Dine-in and Takeaway growth. The total income of Jubilant Bangladesh grew by 38.30% as on March 31, 2023 and is H 347.76 million as compared to H 251.45 million in the previous year.

Jubilant FoodWorks Lanka (Private) Limited (‘Jubilant Sri Lanka):

Jubilant Sri Lanka is a wholly owned subsidiary of the Company in Sri Lanka. Jubilant Sri Lanka has exclusive rights to develop and operate Dominos stores in Sri Lanka.

The pace of store expansion increased with the launch of 13 stores taking the total count to 48. Despite economic challenges during the financial year, the system sales grew by 35.7% led by growth in dine-in and takeaway channel. Focused efforts through various initiatives like rationalizing discounts, reducing wastages, targeted marketing activities and digital ordering interventions ensured business continuity. The total income reduced by 17.33% and is H 417.60 million as on March 31, 2023 compared to H 505.15 million in the previous year.

Jubilant Foodworks Netherlands B.V. (‘Jubilant Netherlands) and DP Eurasia N.V. (‘DPEU):

Jubilant Netherlands is a wholly owned subsidiary of the Company in Netherlands. During the financial year, Jubilant Netherlands has increased its stake in DPEU through various on-market purchases. The Company through Jubilant Netherlands is holding 71,413,939 ordinary shares in DPEU representing 49.04% of its issued share capital as on March 31, 2023. DPEU is a public company listed with London Stock Exchange PLC, and is the exclusive master franchisee of the Dominos Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The total income of Jubilant Netherlands is nil as on March 31, 2023 (H 0.54 million in the previous year).

Jubilant FoodWorks International Investments Limited (‘Jubilant International):

Jubilant FoodWorks International Investments Limited was incorporated as a wholly owned subsidiary of the Company in India on August 8, 2022. Jubilant International is an Investment Company with an objective of making investments in associates/ subsidiaries engaged in food service business. The total income of Jubilant International is H 1.55 million as on March 31, 2023.

Jubilant FoodWorks International Luxembourg (‘Jubilant Luxembourg):

The Company along with Jubilant FoodWorks International Investments Limited (wholly owned subsidiary) has incorporated a subsidiary Company i.e. Jubilant FoodWorks International Luxembourg on September 21, 2022 in Luxembourg. Jubilant Luxembourg has been incorporated with an objective of making investments in associates/subsidiaries engaged in food service business. The total income of Jubilant Luxembourg is nil as on March 31, 2023.

Associate Companies

With an intent of making strategic investments in promising start-ups and emerging businesses and in line with its stated goal of building a multi-brand and multi-country food business powered by technology, the Company has made following acquisition(s):

a) Hashtag Loyalty Private Limited (‘Hashtag):

Hashtag became an associate company on acquisition of 35% stake (on fully diluted basis) w.e.f. March 31, 2022.

Further, Hashtag entered into a Securities Subscription Agreement dated April 17, 2023 with a new investor pursuant to which the new investor has acquired 15% stake (on a fully diluted basis) in Hashtag. Accordingly, the Companys stake in Hashtag has reduced from 35% to 29.75% (on a fully diluted basis).

Hashtag is engaged in the business of providing a platform which allows brands their own online ordering systems to accept direct orders from customers and provides an enterprise-grade omnichannel customer engagement & marketing automation platform. The total income grew by 12.69% and is H 25.39 million as on March 31, 2023 compared to H 22.53 million in the previous year.

b) Wellversed Health Private Limited (‘Wellversed):

Wellversed became an associate company on acquisition of 25.02% stake (on fully diluted basis) on May 2, 2022.

Wellversed is a nutrition company offering a variety of food products tailored for specific nutrition and dietary needs including keto, gluten-free, vegan, high-protein, diabetic and immunity. The total income grew by 183.61% and is H 347.14 million as on March 31, 2023 compared to H 122.40 million in the previous year.

c) Roadcast Tech Solutions Private Limited (‘Roadcast):

The Company entered into Share Subscription Agreement, Shareholders Agreement and Share Purchase Agreement dated July 28, 2022 to invest approx. H 149.8 million for acquisition of 40% stake (on fully diluted basis) in Roadcast. The aforesaid acquisition was completed on September 29, 2022 and Roadcast became an associate company.

Roadcast is engaged in the business which offers a logistics platform for management of last-mile delivery operations. Roadcasts delivery automation SaaS platform helps clients to monitor their fleet and personnel in real-time, providing a platform which allows brands their own online ordering systems to accept direct orders from customers and provides an enterprise-grade omnichannel customer engagement & marketing automation platform.

The total income grew by 122.94% and is H 257.25 million as on March 31, 2023 compared to H 115.39 million in the previous year.

A report on the performance and the Financial position of the subsidiaries, associate companies and ESOP Trust, as per Companies Act, 2013 and Rules made thereunder (the Act) is provided in Form AOC-1 attached to the Consolidated Financial Statements forming an integral part of this Integrated Annual Report. Pursuant to the provisions of Section 136 of the Act, separate audited accounts of the subsidiaries, are available on the website of the Company (web link: https:// www.jubilantfoodworks.com/company-reports/financial-of-subsidiary-companies).

Apart from above, no other company has become or ceased to be subsidiary, joint venture or associate of the Company during the financial year.

ANNUAL RETURN

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of Act for the financial year ended on March 31, 2023 is available on the website of the Company (web link: https://www.jubilantfoodworks.com/company-reports/ annual-returns).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Articles of Association of the Company and provisions of the Act, Mr. Shamit Bhartia (DIN: 00020623) and Ms. Aashti Bhartia (DIN: 02840983) Directors of the Company, are liable to retire by rotation at the ensuing AGM and being eligible, offered themselves for re-appointment. The Board of Directors recommend their re-appointment for consideration by the shareholders of the Company at the ensuing AGM.

Mr. Pratik R. Pota resigned as CEO & Wholetime Director of the Company with effect from close of business hours of June 15, 2022. The Board placed on record its sincere appreciation for the outstanding contribution made by Mr. Pota during his tenure with the Company.

The shareholders of the Company in their 27^th AGM held on August 30, 2022 approved:

a) Appointment of Mr. Sameer Khetarpal as Chief Executive Officer & Managing Director of the Company for a period of five years with effect from September 05, 2022 upto September 04, 2027; b) Re-appointment of Mr. Ashwani Windlass (DIN: 00042686) as an Independent Director of the Company for a second term of five consecutive years with effect from July 25, 2023 to July 24, 2028; c) Re-appointment of Mr. Abhay P. Havaldar (DIN: 00118280) as Independent Director of the Company for a second term of five consecutive years with effect from July 25, 2023 to July 24, 2028.

The shareholders of the Company in their 24^th AGM appointed Mr. Vikram S. Mehta (DIN: 00041197) and Ms. Deepa M. Harris (DIN: 00064912) as Independent Directors of the Company for a term from February 1, 2019 to January 31, 2024 and from June 21, 2019 to June 20, 2024, respectively.

Considering the vast experience, expertise, acumen, positive attributes, integrity and significant contribution made by both the Directors and recommendations of the Nomination, Remuneration and Compensation Committee, the Board (subject to the approval of the shareholders) in their meeting held on May 17, 2023 approved:

a) Re-appointment of Mr. Vikram S. Mehta as an Independent Director of the Company for a second term of five consecutive years with effect from February 1, 2024 upto January 31, 2029;

b) Re-appointment of Ms. Deepa M. Harris as an Independent Director of the Company for a second term of five consecutive years with effect from June 21, 2024 upto June 20, 2029.

Further, on the recommendations of the Nomination, Remuneration and Compensation Committee, the Board in their meeting held on May 17, 2023 approved appointment of Mr. Amit Jain (DIN: 01770475) as an Additional Director designated as an Independent Director with effect from July 1, 2023. The term of his appointment as an Independent Director will be for a period of five (5) years, subject to the approval of the shareholders of the Company in the general meeting.

In the opinion of the Board, Mr. Mehta, Ms. Harris and Mr. Jain fulfils the conditions specified in the Act and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations). The Company has received notices under Section 160 of the Act proposing appointment/ re-appointment of above-mentioned Directors of the Company.

The Board of Directors recommend their appointment/ re-appointment for consideration by the shareholders of the Company at the ensuing AGM.

Except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company, during the year under review.

In terms of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014, in the opinion of the Board, all appointments/ re-appointments of Independent Directors during the financial year were made after due veracity of their integrity, expertise, experience and proficiency.

Brief profile, nature of expertise, details of directorship held in other companies, Chairmanships/ membership of Board Committees , shareholding in the Company held by the Directors and relationship with Directors inter-se and other details as stipulated under Regulation 36(3) of the Listing Regulations, as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2) relating to the Directors proposed to be appointed/ reappointed at the 28^th AGM is annexed to the notice convening the 28^th AGM.

Declaration by Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1)(b) of the Listing Regulations and are not disqualified from continuing as Independent Directors and that they have registered themselves as an Independent Director in the data bank maintained with the Indian Institute of Corporate Affairs. Based on the disclosures received, the Board is of the opinion that, all the Independent Directors fulfill the conditions specified in the Act and Listing Regulations and are independent of the management.

MEETINGS OF BOARD OF DIRECTORS

Four (4) Meetings of Board of Directors were held during FY 2023. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report forming an integral part of this Boards Report.

APPOINTMENT & REMUNERATION POLICY

The Company has an ‘Appointment & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management/ other employees of the Company, specifying criteria for determining qualifications, positive attributes, independence of a director and other matters which is disclosed on the website of the Company (web link: https://www.jubilantfoodworks.com/ investors/governance/policies-codes). The salient features of the Policy have been disclosed in the Corporate Governance Report forming an integral part of this Boards Report.

PERFORMANCE EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance and as well as of its Committees and individual Directors, including the Chairperson of the Board. The detailed process in which annual evaluation of the performance of the Board, its Chairperson, its Committees and of individual Directors has been made is disclosed in the Corporate Governance Report forming an integral part of this Boards Report.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Employees, Directors & Key Managerial Personnel as required under Section 197 of the Act read with the Companies (Appointment and Remuneration) Rules, 2014 is annexed herewith as Annexure ‘A forming an integral part of this Boards Report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of guarantee and investments made have been disclosed in Note 31 and 4 to the Standalone Financial Statements, respectively, forming an integral part of the Integrated Annual Report. During FY 2023, the Company has not given any loan pursuant to Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company during FY 2023 with related parties were in the ordinary course of business and on arms length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Companys Policy on Materiality of and dealing with Related Party Transactions (‘RPT Policy). During the year, the Company had not entered into any materially significant transaction as defined in the RPT Policy with related parties viz. promoters, directors, their relatives or the management, subsidiaries etc. that may have potential conflict with the interests of the Company at large. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures including transactions with promoter/promoter group which hold(s) more than 10% shareholding in the Company have been disclosed in Note 33 to the Standalone Financial Statements forming an integral part of this Integrated Annual Report. The RPT Policy was modified by the Board with effect from April 1, 2022 to align the same with the statutory changes. The RPT Policy is disclosed on the Companys website (web link: https://www.jubilantfoodworks. com/investors/governance/policies-codes).

AUDITORS

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Regn. No. 117366W/W-100018) (‘Deloitte), were re-appointed as Statutory Auditors of the Company by the Shareholders in their 27^th AGM held on August 30, 2022, for a second term of five consecutive years i.e. from the conclusion of 27^th AGM until the conclusion of 32^nd AGM of the Company to be held in the year 2027. The Auditors Report read together with Annexures referred to in the Auditors Report for the financial year ended March 31, 2023 does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Statutory Auditor has not reported any matter of fraud under Section 143 (12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

Secretarial Auditor

The Board appointed Chandrasekaran Associates, Company Secretaries to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for FY 2023. The Secretarial Audit Report for the financial year ended March 31, 2023 received from Secretarial Auditor is annexed herewith as Annexure ‘B forming an integral part of this Boards Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During the year under review, the Secretarial Auditor has not reported any matter of fraud under Section 143 (12) of the Act, therefore no disclosure is required under Section 134(3) (ca) of the Act.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Ashwani Windlass as Chairman, Mr. Abhay P. Havaldar, Ms. Deepa M. Harris, Mr. Shamit Bhartia and Mr. Vikram S. Mehta as members. Brief terms of reference, meetings and attendance are included in the Corporate Governance Report forming an integral part of this Boards Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place Whistle Blower Policy and has established the necessary vigil mechanism for directors and employees in confirmation with Section 177(9) of the Act and Regulation 22 of Listing Regulations, to report concerns about unethical behavior and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The details of vigil mechanism as provided in the Whistle Blower Policy has been disclosed in the Corporate Governance Report forming an integral part of this Boards Report. The Whistle Blower Policy is disclosed on the Companys website (web link: https://www.jubilantfoodworks. com/investors/governance/policies-codes).

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate Governance. The Board of Directors of the Company has constituted Risk Management Committee (RMC) which assists the Board in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit. The Board updated the Risk Management Policy with effect from May 17, 2023 to bring more objectivity in risk classification & prioritization. The Risk Management framework is in place to identify, prioritize, mitigate, monitor and appropriately report any significant threat to the organizations strategic objectives, its reputation, operational continuity, environment, compliance, and the health & safety of its employees. A detailed section on Risk Management is provided in the Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Companys internal control framework are commensurate with the size and nature of its operations. Deloitte Haskins & Sells LLP, Statutory Auditor have audited the financial statements of the Company included in this Integrated Annual Report and have also confirmed the adequacy and operational effectiveness of the Companys internal control over financial reporting (as defined in Section 143 of the Act) as on March 31, 2023. A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is presented in a separate section, forming an integral part of this Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility Policy (‘CSR Policy) which outlines the Companys philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the Country. The CSR Policy is disclosed on the Companys website (web link: https://www. jubilantfoodworks.com/investors/governance/policies-codes). In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2023 is annexed herewith as Annexure ‘C forming an integral part of this Boards Report.

CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders, focus on fairness, transparency and business needs of the organisation. The Company continues to be compliant with the requirements of Corporate Governance as stipulated in Listing Regulations. In terms of Regulation 27 of Listing Regulations, the Corporate Governance Report including a certificate from Chandrasekaran Associates, Company Secretaries, regarding compliance of the conditions of Corporate Governance is annexed herewith as Annexure ‘D forming an integral part of this Boards Report. The Corporate Governance Report, inter-alia, contains the following disclosures:

a) Composition of Committees including Audit Committee, Nomination, Remuneration and Compensation Committee, Stakeholders Relationship Committee, Sustainability & Corporate Social Responsibility Committee, Risk Management Committee, Investment Committee and Regulatory and Finance Committee; b) Disclosure relating to affirmation submitted by the Directors and Senior Management confirming compliance of the Code of Conduct for Directors and Senior Management; c) Dividend Distribution Policy; d) Details of Credit Rating; e) Details of Unpaid and Unclaimed Dividend Account and transfer to Investor Education and Protection Fund; and

f) Details of remuneration of Directors including service contracts, notice period, severance fees, stock options held by them.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report for FY 2023 is annexed herewith as Annexure ‘E forming an integral part of this Boards Report.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has adopted a Policy on prevention of Sexual Harassment at Workplace. Periodic sessions were also conducted to apprise employees and build awareness on the subject matter. Our key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

As per the requirement of the POSH Act and Rules made thereunder, the Company constituted an Internal Complaints Committee (ICC) to redress the complaints received regarding sexual harassment. The ICC meets periodically to discuss various scenarios/sample cases and steps that can be taken to ensure that POSH cases are reported and addressed uniformly across the organization. The details of the complaints received during the year under review are as follows. The Company endeavours to complete the inquiry process within the stipulated period of 90 days. i. Complaints filed during the financial year : 43 ii. Complaints disposed off during the financial year : 40 iii. Complaints pending as on end of the financial year : 3

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

(A) Conservation of Energy

The Company continuously strives to reduce the environmental impact of its operations and lower its carbon footprint. It focusses on improving energy efficiency, increasing the use of renewable energy and improving waste management to reduce the overall environment footprint.

i) The steps taken or impact on conservation of energy a) Energy Management Systems (‘EMS): EMS are installed across stores and commissaries to reduce energy consumption. This year, the Company upgraded EMS for approximately 747 stores, which accounts for around 40% of the stores. Due to this the Company has been able to achieve energy savings of around 5%.

b) Retrofitting old chiller: The project involved a detailed audit to identify areas of improvement and to assess the design versus actual conditions. This enabled a better understanding of the energy usage patterns and the identification of areas where energy could be saved. The project with energy-efficient chiller has resulted in significant cost savings of approximately 10 lakh Kwh and avoided, around 790 tCO2e

c) Replacing electric heating with heat pumps: Traditional electric heaters were replaced with energy-efficient heat pumps, which are known for their high energy efficiency and low operating costs. The implementation of heat pumps at tray washer areas by replacing electric heaters has resulted in significant cost savings of around 3 lakh kwh and avoided around 237 tCO2e

d) Other energy efficiency initiatives: Some of the initiatives at stores includes retrofitting energy efficient air conditioners, deploying energy efficient ovens at new stores, and installing IoT devices at delivery bikes to monitor speed, time, and delivery efficiency. In addition, converting LPG to PNG at stores wherever available can lead to significant savings in emissions, reduced residual gas, and smoother operations.

ii) The steps taken by the Company for utilising alternate sources of energy a) Renewable energy: Solar Power Plants are already installed at commissaries in Greater Noida, Nagpur, Mumbai, and Kolkata, accounting for approximately 11% of total electricity consumption. This has also replaced 1,424 MWh of electricity generated by fossil fuels and hence avoided 1,125 tCO2e of emissions.

b) E-Bikes: The Company has made significant progress this year, increasing the number of e-bikes and e-cycle to 7,594 bringing the percentage of e-bikes to 33%. This is an important initiative to reduce our carbon footprint and transition to a more sustainable future. The company is focused to implement e-bikes in all of the new stores, taking into account the local terrain. All of the bikes used in Popeyes and Hongs Kitchen are already electric.

As a result of this initiative, approximately 1,313 kl of petrol is saved and avoided around 3,523 tCO2e emissions.

iii) The capital investment on energy conservation equipment

Capital investment on energy conservation equipment during FY 2023 was H 630.88 million approx.

(B) Technology Absorption

The Company believes in leveraging technology to transform every dimension of its business.

The Technology Absorption has been discussed under ‘Data and Technology Forward section in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

(C) Foreign Exchange Earnings & Outgo

Particulars	FY 2023	FY 2022
Foreign Exchange earned in terms of actual inflows	129.61	55.20
(FOB Basis)
Foreign Exchange outgo in terms of actual outflows	2,258.31	1,679.02

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that in the preparation of the Statement of Profit and Loss Account for the financial year ended March 31, 2023 and the Balance Sheet as at that date, the Directors have:

a) followed the applicable accounting standards along with proper explanation relating to material departure; b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

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

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

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

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

COMPLIANCE OF THE SECRETARIAL STANDARDS

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

OTHER STATUTORY DISCLOSURES

During FY 2023, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during the FY 2023;

b) Maintenance of cost records under sub-section (1) of Section 148 of the Act is not applicable to the Company;

c) Issue of equity shares with differential rights as to dividend, voting or otherwise;

d) Issue of Sweat Equity shares;

e) Any remuneration or commission to the Wholetime Director/ Managing Director of the Company from the subsidiaries of the Company; f) No significant and material orders passed by the Regulators/ Courts/Tribunals which impact the going concern status and Companys operations in future;

g) No change in the nature of the business of the Company;

h) No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

i) No instance of any one-time settlement with any Banks or Financial Institutions.

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of FY 2023 till the date of this Report, other than those already mentioned in this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and acknowledge with gratitude, the contribution, co-operation and assistance received from International Business Partners from Dominos, Popeyes, Dunkin, Government and Regulatory Authorities, Business Partners, Bankers, Members and other Stakeholders. Also, the Board places on record its deep appreciation for the enthusiasm, co-operation, hard work, dedication and commitment of the employees at all levels.

Your Directors appreciate the continued co-operation and support received from its customers that has enabled the Company to make every effort in understanding their unique needs and deliver maximum customer satisfaction.

Inspired by the Vision, driven by Values and powered by Strength, your Directors and employees of the Company look forward to the future with confidence and stand committed to creating an even brighter future for all stakeholders.

For and on behalf of the Board of Directors

Shyam S. Bhartia	Hari S. Bhartia
Chairman & Director	Co-Chairman & Director
DIN: 00010484	DIN: 00010499
Place: Noida	Place: Noida
Date: May 17, 2023	Date: May 17, 2023