Barbeque-Nation Hospitality Ltd Directors Report.

To

The Members

Barbeque-Nation Hospitality Limited

Your Directors have pleasure in presenting the Fifteenth (15th) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2021 (‘FY 2021).

1. FINANCIAL SUMMARY OR HIGHLIGHTS

(Amount in Rs. million)

Particulars Standalone Consolidated
Financial Year 2021 Financial Year 2020 Financial Year 2021 Financial Year 2020
Revenue from Operations 4,532.74 7,870.52 5,070.82 8,469.70
Other Income 405.42 33.06 460.48 38.24
Total Income 4,938.16 7,903.58 5,531.30 8,507.94
Total Expenses 4,133.80 6,308.11 4,606.99 6,827.55
EBITDA 804.36 1,595.47 924.31 1,680.39
Finance Costs 705.93 631.61 848.68 755.92
Depreciation 1,011.61 1,045.73 1,211.70 1,339.63
Profit/Loss before Tax and Exceptional Items (913.18) (81.87) (1,136.07) (415.16)
Exceptional Items – Loss/(Gain) (20.67) 766.86 (20.67) (163.80)
Profit/(Loss) before Tax (892.51) (848.73) (1,115.40) (251.36)
Tax Expense/Benefit (189.57) 77.92 (196.55) 77.92
Net Profit/(Loss) (702.94) (926.65) (918.85) (329.28)
Other Comprehensive Income/(Losses) (7.6) (5.76) 25.56 (26.49)
Total Comprehensive Income/(Losses) for the year (695.34) (932.41) (893.29) (355.77)
Earnings per Share (Basic & Diluted) (24.23) (33.11) (31.14) (11.77)

2. STATE OF COMPANYS AFFAIRS AND BUSINESS PROSPECTS

Your Board is pleased to report that FY 2021 journey started with a store network of 164 outlets, which included 147 Barbeque Nation restaurants in India,

6 Barbeque Nation restaurants outside India and 11 restaurants which are operated by the subsidiary Red Apple Kitchen Consultancy Private Limited. During the year, 3 Barbeque Nation Restaurants were opened and 3 Barbeque Nation Restaurants were closed and the cumulative number of stores/outlets of the Company as at the end of FY 2021 was 164.

The hospitality industry was one of the worst-affected by the COVID-19 pandemic, as lockdowns, social distancing norms and heightened concerns over safety crimped demand. With a large pan-India presence, your Company was also not immune to the major challenges triggered by the pandemic and though your Company focused on innovation and responsible stewardship to navigate through the challenges and operate in the new normal scenario, the pandemic had an inevitable negative impact on the performance for the year.

Revenue from operations declined by about 40% to RS. 5,070.82 million, while total expenses also reduced by around 32% to RS. 4,606.99 million on account of cost negotiations as well as lower overall business. It must be noted that despite a challenging environment, your Company turned in a positive EDIBTA of RS. 924.31 million, vs. RS. 1,680.39 million in 2019-20. The Company incurred a net loss of RS. 918.85 million for the year.

Yet, there were many positives too and one of the major highlights was rapid success achieved in the delivery business through product innovation and transformation, including "Barbeque in a box", "Grills in a box", etc., that sought to recreate the same Barbeque-Nation dine-in experience for in-home consumption. Further, the new products offered deep value propositions that resonated with customers. Moreover, your Company also made rapid strides in digital, with its own app and website geared to take delivery orders as well as provide in-store dining reservations. These features were available on third-party aggregators too, thus enabling your Company to create a new channel for customers. Furthermore, your Company also placed emphasis on the Smiles loyalty program that reinforced your Companys value proposition to its customers, helping expand engagement and creating opportunities for multiple consumption.

COVID-19 pandemic and its impact on the Company:

The World Health Organization declared the outbreak of COVID-19 a Public Health Emergency of International Concern on January 30, 2020, and a pandemic on March 11, 2020. Further, on March 14, 2020, India declared COVID-19 as a "notified disaster" and imposed a nationwide lockdown, which was announced on March 24, 2020. Subsequently, progressive relaxations have been granted for movement of goods and people and cautious re-opening of businesses and offices. The outbreak of COVID-19, as well as Government of India (GoI) measures to reduce the spread of COVID-19 have had a substantial adverse impact on our restaurant operations since March 2020, and the timing of how long the COVID-19 pandemic will last is still uncertain. In addition, the Companys restaurants in different states and regions in India have been disproportionately affected by COVID-19 and the measures implemented in each state have varied due to regional and regulatory differences in each state of the country. As a result of COVID-19, the Company had to temporarily close a number of restaurants across India, commencing from March 2020 and experienced reduced store-level operations, including reduced operating hours and restaurant closures. During the initial stages of the crisis, footfalls and sales in the restaurants fell significantly due to the lockdown and other measures implemented by the GoI.

Re-opening of Outlets:

As and when restrictions on operations were lifted by the concerned regulatory authorities, the Company ramped up the operations of its restaurants.

During the COVID-19 pandemic, the Company implemented high standards of safety and hygiene protocols across its Barbeque-Nation Restaurants in India covering guest safety, employee safety, sanitisation, physical distancing, temperature checks and safe deliveries. The Company has made required changes to the seating layouts and restricted movement of crowds to maintain physical distancing. The Company also launched #NoCompromiseDining with operating procedures outlining physical distancing, contact-free experience, sanitization protocols and customer experience.

Sales Recovery:

Sales have recovered gradually post lockdown release and easing of various supply side restrictions, like restrictions on operating hours, operational capacity and sales of liquor. While some of these restrictions have eased across a few states, the Company continues to face some restrictions across some cities. Recovery of the Companys monthly sales has been driven both by an increase in dine-in sales and delivery sales.

Delivery Focus with Product Innovation:

Delivery business has grown from _260.93 million in Fiscal 2020 to _769.8 million in Fiscal 2021. The Company will continue to focus on the delivery segment and will continue to work on improving product offering in relation to consistency, quality, recipes, delivery menu and meal combos. One of the Companys delivery products, "Barbeque-in-a-Box" that was launched in June 2020, provides a wide range of starters, main course and desserts. This is in addition to two other products, "Grills in a Box" and "Meals in a Box", which are offered through delivery among other offerings. The Company will continue to work towards increasing the average daily sales of these products and their variants.

Onset of the second wave (Resurgence of COVID-19 pandemic):

India has been facing yet another crisis with the onset of the second wave of COVID-19 leading to emergence of lockdowns in various parts of the country from early April 2020. There have been restrictions on operating hours, closure of dine-in business and restrictions on the movement of general non-essential services. This has once again impacted the Companys dine-in business and the timing of recovery of this situation is still uncertain. The Company has, however, continued to focus on its delivery business and has seen strong growth that is expected to add incremental sustainable business on top of its dine-in business.

3. CHANGE IN THE NATURE OF BUSINESS

During the year under review, the Company has witnessed higher proportion of revenue derived from its delivery segment. In FY 2021, 15.20% of the Companys revenue was derived from the delivery segment, as compared to 3.10% in FY 2020.

4. DIVIDEND

In view of the losses incurred, dividend could not be recommended for FY 2021.

5. AMOUNTS TRANSFERRED TO RESERVES

The Company does not have any surplus to transfer to reserves during the FY 2021.

6. ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, copy of the Annual Return of the Company for the Financial 2020-21 is available on the Companys website at https://www.barbequenation.com/report-presentation

7. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed separately in the Annual Report.

8. BOARD MEETINGS

Fifteen (15) meetings of the Board of Directors were held during FY 2021. The intervening gap between any two meetings was within the prescribed period as per the Companies Act, 2013. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report which forms an integral part of the Annual Report.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The composition of the Board of Directors, Key

Managerial Personnel and changes in the composition of the Board of Directors and Key Managerial Personnel as on 31st March 2021 is exhibited below:

Name Designation Date of appointment
1. Mr. T N Unni Chairman, Non-Executive, Independent Director 09/02/2009
2. Mr. Kayum Razak Dhanani Managing Director 30/11/2012
3. Mr. Rahul Agrawal* Chief Executive Officer & Whole Time Director 31/12/2020
4. Mr. Raoof Razak Dhanani Non-Executive Director 01/07/2015
5. Mrs. Suchitra Dhanani Non-Executive Director 01/07/2015
6. Mr. Abhay Chintaman Chaudhari Non-Executive, Independent Director 28/02/2017
7. Mr. Natarajan Ranganathan** Non-Executive, Independent Director 31/12/2020
8. Mr. Devinjit Singh*** Non-Executive Director 31/12/2020
9. Mr. Tarun Khanna Nominee Director 12/04/2013
10. Mr. Amit V Betala Chief Financial Officer 14/01/2020
11. Ms. Nagamani C Y Company Secretary 21/07/2014

* Mr. Rahul Agrawal was appointed as Chief Executive Officer & Whole-Time Director of the Company at the Board meeting held on December 31, 2020 which was approved by the Shareholders at the Extra-ordinary General Meeting held on January 23, 2021.

** Mr. Natarajan Ranganathan was appointed as a Non-Executive, Independent Director of the Company pursuant to the resolution passed by the shareholders at the Annual General Meeting held on December 31, 2020.

*** Mr. Devinjit Singh was appointed as an Additional Director of the Company at the Board Meeting held on December 31, 2020 and further appointed as a Non-Executive Director of the Company pursuant to the resolution passed by the shareholders at the Extra-Ordinary General Meeting held on January 23, 2021. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 from all Independent Directors of the Company to the effect that they meet the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013.

10. FORMAL ANNUAL EVALUATION

Your Company has formulated a Policy for selection of Directors, determining independence of Directors and for the performance evaluation of Board, Committees, other individual Directors and Independent Directors. Detailed information about the performance evaluation of the Board and its criteria are given in the Corporate Governance Report forming integral part of this Report.

11. DIRECTORS RESPONSIBILITY STATEMENT

To the best of Boards knowledge and belief and according to the information and explanations obtained by the Board of Directors, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013: a) in the preparation of the annual accounts for the FY 2020-21, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b) the Directors have selected such accounting

policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2021 and of the Profit and Loss of the Company for that period;

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

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

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

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

12. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS AS STATED IN SECTION 178(3) OF THE COMPANIES ACT, 2013.

Your Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March 2021 the Board consists of 9 (Nine) members

- 2 (Two) Executive Directors, 3 (Three) Independent Directors, 1 (One) Nominee Director of investors and 3 (Three) Non-Executive Directors. The Board periodically evaluates the need for change in its composition and size. The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Sub-Section (3) of Section 178 of the Companies Act, 2013, has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors of the Company. The copy of the policy is available on the website of the Company at https://www.barbequenation.com/ corporate-governance-policies

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT, 2013

All Related Party Transactions (RPTs) which were entered in to, during the financial year were on arms length basis and were in the ordinary course of business. All RPTs were placed before the Audit Committee for approval. A Policy on RPTs as approved by the Board is uploaded on the Companys website at https://www. barbequenation.com/corporate-governance-policies. Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed in the prescribed format, Form AOC-2, as Annexure-2.

15. CHANGES IN SHARE CAPITAL:

A. CAPITAL STRUCTURE:

The Authorized/Nominal Share Capital of the Company is RS. 30,00,00,000/- divided into 6,00,00,000 Equity Shares of RS. 5/- each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on 31st March 2021 is RS. 16,97,14,600/- divided into 3,39,42,920 Equity Shares of RS. 5/- each. The Company has only one class of Equity Share.

During the year under review, the Paid up Share Capital of the Company was increased from RS. 13,99,58,940/- to RS. 16,97,14,600/-. The Company has issued and allotted 59,51,132 Equity Shares of RS. 5/- each at a premium of RS. 247/- per Share through Private Placement on a Preferential basis (as "Pre- IPO") on the below mentioned dates to

Messrs Xponentia Opportunities Fund I, Jubilant FoodWorks Limited, certain employees and Public Shareholders:

Sl. No. Date of Allotment No. of Shares Allotted Issue Price per Share (in H)
1. 02/12/2020 2,38,890 252
2. 04/12/2020 59,524 252
3. 01/01/2021 12,30,159 252
4. 05/01/2021 4,96,435 252
5. 20/01/2021 42,630 252
6. 25/01/2021 38,83,494 252

Further, in the month of April 2021, the Company raised RS. 1,800 million through an Initial Public Offer (IPO). Post the IPO, Paid-up share capital of the Company increased to RS. 18,77,14,600/- divided into 3,75,42,920 Equity Shares of RS. 5/- each. The Company has issued and allotted 36,00,000 Equity Shares of RS. 5/- each at a premium of RS. 495/- per Share in the IPO.

The Company has taken necessary approvals of the Board and Shareholders for the aforesaid issue of Shares.

B. Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

C. Details of issue of Sweat Equity Shares:

The Company has not issued any Sweat Equity Shares during the year under review.

D. Disclosure in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates:

There are no such cases arisen during the year under review.

E. Details of Issue of Equity Shares with Differential Rights:

The Company has not issued any Equity Shares with differential rights during the year under review.

F. Bonus Shares:

No Bonus Shares were issued during the year under review.

16. INVESTORS EDUCATION AND PROTECTION FUND:

Pursuant to the Section 125 of the Companies Act, 2013, read with the Investors Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the Investors Education and Protection Fund, established by the Government of India, after the completion of seven years. Further, according to the aforesaid Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review, there were no unpaid or unclaimed amount required to be transferred to IEPF account and further, the Company has unclaimed Dividend of RS. 200/- lying in the Unpaid Dividend account of the Company for the FY 2021.

17. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE

There are no significant events occurred after the Balance Sheet date which have material impact on financial statement, except as stated below:

A. Initial Public Offer

The Company has successfully completed Initial Public Offer (fresh issue and Offer for Sale) of Equity Shares of the Company which are listed on National Stock Exchange of India Limited (NSE) and BSE Limited on April 7, 2021. In compliance with SEBI Circular No. CIR/CFD/CMD/6/2015 dated 13th October, 2015, the Company has executed a Uniform Listing Agreement with BSE Limited and National Stock Exchange of India Limited, where the Shares of the Company got listed. In the aforesaid Initial Public (IPO) Offer 36,00,000 fresh Equity Shares of RS. 5/- each at premium of RS. 495/- each aggregating to RS. 1,800,000,000/- (Rupees One

Eighty crores only) were offered to the Public.

Further, Offer for Sale of 54,57,470 Equity Shares of RS. 5/- each by certain existing shareholders (selling shareholders) at an offer price of RS. 500/- per Share aggregating to RS. 2,728,735,000/-(Two hundred and Seventy Two Crores Eighty Seven lakhs Thirty Five thousand only) was also made in the IPO.

The Company has paid Annual Listing Fees for the Financial Year 2021-22 to both the Stock Exchanges.

B. 2nd Wave of COVID-19 (resurgence of pandemic)

With the onset of second wave of COVID-19 and various state-level lockdown restrictions, the dine-in business has been significantly impacted which can have significant impact on the Companys financial performance.

18. MATERIAL CHANGES & COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except as reported under para 17 above.

19. PROHIBITION OF INSIDER TRADING

In compliance with SEBI (Prohibition of Insider Trading) Regulation 2015, the Company has adopted a ‘Code of Conduct for Prevention of Insider Trading. The said Code is available on the Companys website at https:// www.barbequenation.com/corporate-governance-policies.

20. EMPLOYEE STOCK OPTION SCHEME

Your Company has an Employee Stock Option Scheme under Barbeque Nation Hospitality Limited Employee Stock Option Plan 2015 (‘ESOP Plan 2015) which is administered by the Nomination and Remuneration Committee for the benefit of employees. The certificate from the statutory auditor of the Company stating that the ESOP Plan 2015 has been implemented in accordance with the SEBI(Share Based Employees Benefits) Regulations, 2014 and in accordance with the resolutions passed by shareholders of the company in the general meeting will be placed before the AGM and the same will also be made available in the companys website.

Pursuant to Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulations made by SEBI, the applicable disclosures in relation to the ESOP Plan 2015 as on 31st March, 2021 are as follows:

(i) Description of the existing ESOP Plan is summarized below:

Particulars ESOP Plan 2015
1. Date of Shareholders Approval August 26, 2015
2. Date of last Modification August 27, 2020
3. Total number of Options approved 9,32,480
4. Exercise Price Per option Exercise Price varies from employee to employee depending on the various factors such as their level, experience, number of years of service in the company etc.
5. Pricing Policy The exercise price shall not be less than the face value of the Equity Shares of the company and shall not exceed fair market value of Equity shares of the company on the date of grant.
6. Vesting period Vesting period varies from 1 year to 3 year, subject to continuous employment with the Company during the Vesting Period.
7. Exercise Period 60 months from the date of vesting, subject to the terms and conditions as stipulated in the ESOP Plan 2015.
8. Variation in terms of Options during FY 21# See Note below

# Variation of terms of options:

During the FY 2021 the ESOP Plan 2015 was modified as hereunder: a. Pursuant to the resolution passed by the shareholders at the Extra-Ordinary General meeting held on August 27, 2020, the exercise period was increased from 24 months to 60 months, in case of continuation of employment. b. Pursuant to the resolution passed by the shareholders at the Extra-Ordinary General meeting held on August 27, 2020, the sub clauses 2, 4, 5 and 6 of clause 7.2 of the ESOP Plan 2015 were substituted.

(ii) Movement of options during the FY 2021 is as follows:

Particulars ESOP Plan 2015
1. Number of Options outstanding at the beginning of the FY 2021 (April 1, 2020) 5,27,955
2. Number of Options granted during the FY 2021 (including re-grant of surrendered options) 8,06,410
3. Number of Options forfeited/lapsed during the FY 2021 71,498
4. Number of Options vested during the FY 2021 1,709
5. Number of Options exercised during the FY 2021 0
6. Number of shares arising as a result of exercise of options 0
7. Money realized by exercise of options (Rs.) 0
8. Number of options outstanding at the end of the FY 2021 (March 31, 2021) 8,85,155
9. No. of options exercisable as of March 31, 2021 1,00,572

(iii) Employee wise details of options granted during the FY 2021 is as follows:

Particulars Number of Options Granted (including Re-Issue) Exercise Price per Option (in H )
1 Key Managerial Personnel (MD, CEO, CFO, CS)
a. Rahul Agrawal – Chief Executive Officer & Whole Time Director 2,98,214 252
b. Amit V Betala – Chief Financial Officer 20,805 252
c. Nagamani C.Y – Company Secretary 974 252
2 Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year
a. Rahul Agrawal – Chief Executive Officer & Whole Time Director 2,98,214 252
b. Gulshan Chawla – Chief People Officer 55,555 252
c. Mansoor Memon – Head of Projects 47,619 252
3 Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil -

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

(i) Conservation of Energy:

The Company has been working effectively for the conservation of all types of energies used across all the restaurants and at the Registered Office. The Company is using LED lighting system, to ensure that consumption of energy is at minimal levels in the operations.

The Company has not taken any steps for alternative source of energy.

The Company has installed timers for exhaust and fresh air system and energy management system to save energy.

(ii) Technology absorption: Strengthened Digital Assets

Your Company recently updated its BBQ App. This updated BBQ App includes:

(i) option to make dine-in reservations;

(ii) online ordering for our delivery products; and

(iii) exclusive offers through digital coupons.

The BBQ App also provides a payment option for Companys dine-in customers. Companys share from its digital assets (BBQ App, Companys website and chat bots) as a percentage of total reservations has grown from 34.6% in the month of February 2020 to 47.5% in the month of December 2020. Our cumulative mobile downloads have increased from over 1.28 million at the end of November 30, 2019 to over 2.2 million at the end of December 2020.

Under the Smiles Loyalty program, the Company currently provides 5% of the bill value (subject to certain terms and conditions) to customers as Smiles points which can be redeemed within a defined timeline during the customers next dine-in visit or delivery order from the BBQ App or website. In the month of February 2020, only 0.8% of customer bills reflected the redemption of Smiles points but this has grown to 9.6% of customer bills for the month of December 2020. As of January 24, 2021, the average rating of the BBQ App on an internet app store was 4.5 out of 5.0.

(iii) Foreign Exchange Earnings and Outgo:

Foreign Exchange Income

(Rs. in lakhs)

Particulars For the year ended March 31, 2021 For the year ended March 31, 2020
Sale of Food and Beverages 125.86 2,568.60

CIF Value of Imports and Expenditure

(Rs. in lakhs)

Particulars For the year ended March 31, 2021 For the year ended March 31, 2020
Capital Imports 28.26 216.45
Fish Import 339.26 957.96

22. A STATEMENT ON THE DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY

The business and financial risk of the Company are akin to any other company in the same line of business. The Company has a robust enterprise risk management framework to identify and evaluate business risk opportunities. This framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The model has different modes that help identify risk trends, exposure and potential impact analysis at a company level and also separately for different business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The said Risk Management Policy is available on the Companys website at https://www. barbequenation.com/corporate-governance-policies.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has constituted a Corporate Social Responsibility (CSR) Committee comprising of Mr. Tarun Khanna, Mr. T N Unni, Mr. Abhay Chaudhari, Mr. Kayum Dhanani and Mrs. Suchitra Dhanani. Annual Report on CSR including a brief outline of the CSR Policy is enclosed separately as Annexure –4. The copy of CSR Policy is available on the Companys website at https://www.barbequenation. com/corporate-governance-policies

24. INTERNAL FINANCIAL CONTROL

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

The scope and authority of the Internal Audit (IA) is defined by the Audit Committee. The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control system in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Any significant audit observations and corrective actions thereon are presented to the Audit Committee and the Board. Pursuant to Section 138 (1) of the Companies Act, 2013, read with rules made thereunder and resolution passed by the Board in its Meeting held on 19th November, 2018, Messrs. KPMG were appointed as an Internal Auditor of the Company for a period of 2 years from 1st October, 2018 to 30th September, 2020 and further re-appointed for a period of 6 months from 1st October 2020 to 31st March 2021 in the Board Meeting held on 15th October, 2020.

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

25. COMMITTEES OF THE BOARD

As on 31st March, 2021, the Board has 5 Committees: Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, IPO Committee and Stakeholders Relationship Committee. The composition of the Committees, Roles and Responsibilities, Meetings and compliances, as per the applicable provisions of the Act and Rules are given in the Corporate Governance Report forming integral part of the Annual Report.

26. REMUNERATION RECEIVED BY MANAGING / WHOLE TIME DIRECTOR FROM HOLDING OR SUBSIDIARY COMPANY

During the year under review, no Commission or Remuneration was paid to the Executive Directors from Subsidiaries of the Company. Further, the Company does not have any Holding Company.

27. DISCLOSURE REGARDING FRAUDS

During the year under review, there were no frauds reported by the Auditor to the Audit Committee or to the Board.

28. VIGILANCE MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Company has established a Whistle Blower Policy for Directors and employees to report any unethical conduct, misuse of unpublished price sensitive information, actual or suspected fraud or violation of Companys Code of Conduct. The detailed policy is available on the website of the Company at https:// www.barbequenation.com/corporate-governance-policies

29. DISCLOSURE IN RELATION TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES UNDER THE ACT

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

(i) Executive Directors:

Name Designation Ratio to median remuneration % increase in remuneration in the financial year
1 Mr. Kayum Dhanani* Managing Director NA NA
2 Mr. Rahul Agrawal** CEO & WTD 60.50 Nil

* The Company is not paying any remuneration to Mr. Kayum Dhanani.

** Mr. Rahul Agrawal was Appointed as a CEO & WTD of the Company w.e.f. December 31, 2020 and ratio to median remuneration is calculated considering the remuneration received for the whole FY.

(ii) Non-Executive Directors:

The Company is not paying any remuneration to Non-Executive Directors, except the sitting fees of RS. 25,000/- per Board Meeting.

(iii) Key Managerial Personnel:

During the financial year under review, there was no increase in remuneration of Key Managerial Personnel (i.e. Chief Financial Officer and Company Secretary).

b. The percentage increase in the median remuneration of employees in the financial year: Nil

In view of the economic conditions impacted by the COVID-19 pandemic the Company has not increased the remuneration of employees of the Company. c. The number of permanent employees on the payroll of Company: d. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Nil e. Names and particulars of the employees as required under section 197(12) of the Act read with Rule 5 (2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Name Age Designation Remuneration (INR) Monthly Yearly Qualification & experience Date of commence- ment of employment Previous employment % of shares held in the company Whether relative of any directors or manager
*Mr. Rahul Agrawal 38 Yrs CEO & WTD 11,01,577 1,32,18,926 Post Graduate Diploma in Management from the Indian Institute of Management, 14 Years of experience 24-July-17 Worked as Principal at CX Advisors LLP 1,00,000/- equity shares representing 0.29% of the paid share capital Not a relative as per Companies Act, 2013
Mr. Mansoor Memon 47 Yrs Head- Projects 8,50,000 1,02,00,000 BE in Civil Engineering 16 Years of experience 01-March-19 Business 0 Not a relative as per Companies Act, 2013

 

*Mr. Rahul Agrawal was appointed as Chief Executive Officer in the Board Meeting held on January 14, 2020 and further, appointed as Chief Executive Officer & Whole Time Director in the Board Meeting held on December 31, 2020 and Shareholders Meeting dated January 23, 2021.

Notes:

i. The employees included in the table above are permanent employees of the Company and their appointments are non-contractual.

ii. In calculating the above remuneration ESOP value has not been considered.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company.

30.DEPOSITS

The Company has not accepted any public deposits within the meaning of Section 73 and under Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014 during the financial year. Hence, details to be given under the Rule 8(5) (v) of the Companies (Accounts) Rule, 2014 are: NIL

Borrowing of unsecured loan from Mr. Raoof Razak Dhanani, Director of the Company.

During the FY 2021, the Company has borrowed unsecured loan of RS. 2,00,00,000/- (Rupees Two Crores only) from Mr. Raoof Razak Dhanani, Director and the Company has repaid the entire loan granted by Mr. Raoof Razak Dhanani as on January 2021.

Further, pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014 Mr. Raoof Razak Dhanani has provided declaration to the Company that the said loan amount has been given out of his own funds and not given out of funds acquired by him by borrowing or accepting loans or deposits from others.

31. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES, AND JOINT VENTURES

Salient features of the financial statements of Subsidiaries/Associate Companies/Joint ventures of the Company are given separately in Form AOC – 1, as Annexure–1

Particulars Name Country of Incorporation % of Shareholding held by the Company
Holding Company The Company is not a subsidiary of any company NA NA
Subsidiaries Red Apple Kitchen Consultancy Private Limited India 61.35%
Wholly owned subsidiaries Barbeque Nation Mena Holding Limited (BBQ Mena) Dubai 100%
Barbeque Nation Holdings Private Limited Mauritius 100%
Step Down Subsidiaries Barbeque Nation Restaurant LLC Dubai BBQ Mena holds 49%
Barbeque Nation (Malaysia) SDN. BHD. Malaysia BBQ Mena holds 100%
Barbeque Nation International LLC Oman BBQ Mena holds 49%
Barbeque Nation Kitchen LLC* Dubai BBQ Mena holds 49%
Associates/Joint Ventures Nil NA NA

#On the basis of control, BBQ Mena has 100% control over the step down subsidiaries. *Barbeque Nation Kitchen LLC is yet to commence the Business Operations.

Barbeque Holdings Private Limited, a Wholly Owned Subsidiary situated in Mauritius, was wound up wef 10th August 2020, pursuant to the notice issued by Registrar of Companies, Port Louis, Mauritius.

32. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

Pursuant to the provisions of Section 139 (2) of the Companies Act, 2013, Messrs Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No. 008072S), were re-appointed as Statutory Auditors of the Company for the second term of five consecutive years in the 12th Annual General Meeting held on 4th June, 2018 to hold office until the conclusion of 17th Annual General Meeting.

The Auditors Report read together with Annexure referred to in the Auditors Report for the financial year ended March 31, 2021 do not contain any qualification, reservation, adverse remark or disclaimers. During the year under review, the Statutory Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Mr. Vijayakrishna K T, Practising Company Secretary, Bengaluru was appointed as a Secretarial Auditor of the Company, for the financial year 2020-21, by the Board at its Meeting held on 10th February, 2021. The Secretarial Audit Report for the FY 21 received from Mr. Vijayakrishna K T in Form MR-3 is enclosed separately as Annexure-3. The report does not contain any qualifications, reservations, adverse remarks or disclaimers.

33. CORPORATE GOVERNANCE

The Company has been following and adhering to best Corporate Governance practices to ensure value system of integrity, fairness, transparency, accountability and adoption of the highest standards of business ethics which are of benefit to all stakeholders. The Corporate Governance Report in terms of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as "Listing Regulations") along with Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated under Chapter IV of the

Listing Regulations is annexed herewith as Annexure- 5 forming integral part of this Report.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https:// www.barbequenation.com/corporate-governance-policies. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

The following is the summary of sexual harassment complaints received and disposed off during the year.

No. of complaints received during financial year 2020-21 : 3 No. of complaints disposed off during the financial year : 3 No. of complaints pending as on the end of the financial year : NIL

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operation in future.

36. INSOLVENCY AND BANKRUPTCY CODE, 2016

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year.

37. SECRETARIAL STANDARDS

During the financial year 2020-21, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

38. DISCLOSURE ABOUT COST AUDIT

Maintenance of Cost Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company.

39. ACKNOWLEDGEMENTS

The Directors place on record their appreciation of the co-operation and continued support extended by customers, shareholders, investors, partners, vendors, bankers, the Government and statutory authorities for the Companys growth. We thank employees at all levels across the Group for their valuable contribution to progress and look forward to their continued support.

For and on behalf of The Board of Directors
Kayum Razak Dhanani T.N. Unni
Place: Bengaluru Managing Director

Director

Date: May 24, 2021 DIN: 00987597 DIN: 00079237