Speciality Restaurants Ltd Directors Report

To,

The Members

Speciality Restaurants Limited

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

, 1. Financial Results ( in million)

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

2. Financial Performance and the state of Companys affairs

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

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

Standalone Performance

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

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

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

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

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

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

Consolidated Performance

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

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

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

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

3. Dividend on Equity Shares

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

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

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

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

4. Record Date

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

5. Transfer to Reserves

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

6. Audited Financial Statements

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

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

7. Subsidiary

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

Wholly Owned Subsidiaries

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

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

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

Step Down Subsidiaries

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

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

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

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

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

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

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

8. Scheme of Arrangement

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

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

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

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

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

9. Awards and Recognition

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

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

10. Fund Raising

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

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

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

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

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

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

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

11. Directors and Key Managerial Personnel

(i) Directors

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

(ii) Independent Directors

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

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

1. Mr. Ullal Ravindra Bhat;

2. Mr. Rakesh Pandey;

3. Dr. Anita Bandyopadhyay;

4. Mr. Rakesh Mathur; and

5. Mr. Utkarsh Sinha

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

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

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

(iii) Woman Director

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

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

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

(iv) Managing Director and Whole-time Directors

m Mr. Anjanmoy Chatterjee (DIN: 00200443) has been serving as the Managing Director of the Company since December

2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

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

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

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

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

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

Suchhanda Chatterjee (DIN: 00226893)

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

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

(vi) Key Managerial Personnel

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

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

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

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

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

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

(ix) Number of Board Meetings

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

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

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

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

(x) Committees of the Board

a) Audit Committee

b) Nomination and Remuneration Committee

c) Corporate Social Responsibility Committee

d) Risk Management Committee

e) Stakeholders Relationship Committee

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

composition of the Committees, changes, if any to such composition during the year including no. of meetings held, attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms part of the Annual Report.

(xi) Pecuniary relationship or transactions with the Company

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

12. Share Capital

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

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

13. Related Party Transactions

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

The Related Party Transactions entered into during the year under review were in the ordinary course of business, at arms length basis and were in compliance with the applicable provisions of the Companies Act read with the rules framed , •

thereunder and the Listing Regulations. No material related party transactions were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act in Form No. AOC-2 is not applicable to the Company for the financial year 2024-25 and hence does not form part of this Annual Report.

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

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

14. Report on Corporate Governance

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

15. Management Discussion and Analysis Report

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

16. Business Responsibility & Sustainability Report

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

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

17. Composition of Audit Committee

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

18. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee (“CSR Committee”) under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board

• has formulated a CSR Policy which has been uploaded on the website of the Company at https://www.speciality.co.in/ • investors.html?click=link1.

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

19. Vigil Mechanism / Whistle Blower Policy

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

20. Risk Management

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

# • The Company has set up a Risk Management Committee which is chaired by Mr. Rakesh Pandey, Independent Director, to

monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

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

21. Particulars of loans, guarantees or investments

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

22. Consolidated Financial Statements

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

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

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

23. Internal Financial Controls System and their adequacy

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

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

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

24. Auditors and Audit Reports

(i) Statutory Auditors and their report

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

(ii) Secretarial Auditors and Secretarial Audit Report

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

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

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

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

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

Further, in terms of the SEBI (Listing Obligations & Disclosure Requirements) (Third Amendment) Regulation, 2024, the Board of Directors of the Company on recommendation of Audit Committee has appointed M/s. T Chatterjee and Associates, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from April 1, 2025 till March 31,2030. The appointment will be subject to shareholders approval at the ensuing AGM.

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

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

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

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

26. Particulars of Employees

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

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

27. Statutory Disclosures

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

1. Conservation of Energy

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

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

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

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

2. Technology Absorption

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

3. (Foreign Exchange Earnings and Outgo

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

in millions

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

(ii) Prevention of Sexual Harassment:

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

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

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

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

28. General Disclosures

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

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

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

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

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

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

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

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

> 29. Proceedings under Insolvency and Bankruptcy Code, 2016

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

30. Credit Ratings

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

31. Annual Return

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

32. Directors Responsibility Statement

The Directors confirm that:

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

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

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

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

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

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

33. Acknowledgement

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

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

	For and on behalf of the Board of Directors
	Speciality Restaurants Limited
	Anjanmoy Chatterjee
Place: Mumbai	Chairman & Managing Director
Date: May 12, 2025	(DIN: 00200443)