United Foodbrands Ltd Directors Report

Boards Report

To

The Members

United Foodbrands Limited

(Formerly known as Barbeque-Nation Hospitality Limited)

Your Directors have pleasure in presenting the 20^th (Twentieth) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2026 (hereinafter referred to as "FY2026").

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

			(Amount in Rupees millions, except per share data)
Particulars	Standalone		Consolidated
	Financial Year 2026	Financial Year 2025	Financial Year 2026	Financial Year 2025
Revenue from Operations	10,254.04	9,807.44	13,387.02	12,330.49
(+): Other Income	120.68	196.73	147.88	158.47
Total Income	10,374.72	10,004.17	13,534.90	12,488.96
(-): Total Expenses	8,966.07	8,291.03	11,457.48	10,217.68
(+): Share of profit of associate (net of tax)	-	-	0.28	0.59
Earnings Before Interest, Tax, Depreciation & Amortisation expense (EBITDA)	1,408.65	1,713.14	2,077.70	2,271.87
(-): Finance Costs	668.64	664.80	860.40	778.56
(-): Depreciation & Amortisation expense	1,387.07	1,405.92	1,899.92	1,764.93
Loss Before Tax	(647.06)	(357.58)	(682.62)	(271.62)
(-): Tax Expense/(Credit)	(61.42)	(4.78)	(63.51)	(1.26)
Loss for the year	(585.64)	(352.80)	(619.11)	(270.36)
(+): Other Comprehensive Income/(Loss), net of tax	(4.12)	(0.83)	(14.38)	(13.30)
Total Comprehensive Income/(Loss) for the Year, net of tax	(589.76)	(353.63)	(633.49)	(283.66)
Earnings/(Loss) Per Share (EPS)
Basic (Rs.)	(14.98)	(9.03)	(15.13)	(7.11)
Diluted (Rs.)	(14.98)	(9.03)	(15.13)	(7.11)

2. STATE OF THE COMPANYS AFFAIRS AND BUSINESS PROSPECTS:

During FY2026, the name of the Company was changed from "Barbeque-Nation Hospitality Limited" to "United Foodbrands Limited" to reflect the Companys diversified portfolio, pursuant to the Special Resolution passed by the Shareholders at the 19^th Annual General Meeting held on September 4, 2025. The change of name was approved by the Registrar of Companies, Central Processing Centre ("RoC") on September 18, 2025.

During FY2026, the Company continued its growth trajectory while maintaining focus on operational efficiency and sustainable expansion. During the year, the Company added 35 restaurants, taking its consolidated network to 262 restaurants. The Company further expanded its premium dining and international portfolios, enhanced its delivery reach, strengthened direct digital engagement, and invested in brand-building initiatives. The Company remains focused on disciplined growth and aims to progress towards operating over 300 restaurants by FY2027.

During FY2026, the Company reported consolidated operating revenue of Rs.13,387 million, a growth of 8.6% compared to previous year.

The Indian Subsidiaries, which operate premium brands, i.e., Toscano and Salt collectively recorded revenue of Rs. 1,909 million from 42 restaurants. Their pre Ind-AS restaurant operating margin stood at 13%.

The Overseas Subsidiaries also maintained strong performance, generating revenue of Rs.1,247 million from 13 restaurants. Their pre Ind-AS restaurant operating margin was 22.2%.

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

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the FY2026.

4. DIVIDEND:

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

The Board has not recommended any dividend for FY2026.

5. AMOUNT CARRIED TO RESERVES:

Considering the losses incurred, the Company has not transferred any amount to the general reserve in FY 2026. Details regarding the movement in other reserves and retained earnings for FY2026 are provided in the Financial Statements, which forms an integral part of the Annual Report.

6. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return, i.e., Form MGT-7 of the Company for FY2026 is available on the website of the Company at https://www.unitedfoodbrands. in/investor.

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

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

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

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes therein for FY2026 are furnished below:

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

Changes in Directors:

Directors appointed/re-appointed during FY2026:

#1 Pursuant to the resolution passed by the Directors at their meeting held on July 31, 2025 and special resolution passed by the Shareholders at the 19^th Annual General Meeting held on September 4, 2025, Mr. Rahul Agrawal was re-appointed as Chief Executive Officer & Whole-Time Director of the Company for a period of 5 consecutive years with effect from December 31, 2025.

#2 Pursuant to the resolution passed by the Directors at their Meeting held on May 22, 2025 and special resolution passed by the Shareholders through Postal Ballot on July 31, 2025, Mr. Tarun Khanna was appointed as an Independent Director of the Company for a period of 5 consecutive years with effect from May 22, 2025.

In the opinion of the Board, Mr. Tarun Khanna is a person of integrity and possesses relevant expertise and experience. Further, he fulfils the conditions specified under the Act and the SEBI (LODR) Regulations and is independent of the Management.

Director resigned during FY2026:

#³Mr. Ajay Nanavati Vipin, Independent Director, resigned from the office of Director of the Company with effect from May 22, 2025, citing the reason that the Companys strategies were not aligned with his expertise and that he was therefore unable to contribute. He further confirmed that there were no other material reasons for his resignation, apart from those stated above.

Declaration by Independent Directors:

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

8. BOARD MEETINGS:

5 (five) Board Meetings were held during FY2026. The maximum gap between any two meetings was within the stipulated time period as prescribed under the Act and the SEBI (LODR) Regulations. The full details of meetings of the Board and its Committees are given in the Corporate Governance Report, which forms part of the Annual Report.

9. COMMITTEES OF THE BOARD:

As on March 31, 2026, your Board has 6 Committees viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility & Sustainability Committee, Stakeholders Relationship Committee, Risk Management Committee and Investment Committee. The composition of the Committees, roles & responsibilities and meetings held, as per the applicable provisions of the Act and rules made thereunder, and the SEBI (LODR) Regulations, are disclosed separately in the Corporate Governance Report, which forms part of the Annual Report.

10. CORPORATE GOVERNANCE REPORT:

The Company diligently follows and adheres to the best governance practices, cultivating a robust value system centered on five guiding principles viz., stewardship, transparency, accountability, integrity, and adherence to Environmental, Social, and Governance (ESG) principles. These principles are designed to benefit all stakeholders. The Corporate Governance Report for FY2026, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

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

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report (MD&A) for FY2026, as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report (BRSR) for FY2026, as required under Regulation 34 of the SEBI (LODR) Regulations, forms part of the Annual Report.

13. PERFORMANCE EVALUATION OF THE BOARD:

Your Board has implemented a formal mechanism for evaluating its performance, along with that of its Committees and individual Directors, including the Chairman of the Board. This evaluation is conducted through a structured questionnaire covering various aspects of the Board and Committees functioning. The detailed process for the annual evaluation of the Boards performance, its Committees, Chairman and individual Directors, including Independent Directors, is disclosed in the Corporate Governance Report, which forms part of the Annual Report.

14. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) in the preparation of the annual accounts for the FY2026, 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, 2026 and of the Profit and Loss of the Company for that period;

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

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

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

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

15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

16. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans granted, guarantees given and investments made by the Company, pursuant to Section 186 of the Act and the rules made thereunder, during FY2026 are provided in the Financial Statements, which forms an integral part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during FY2026 with its related parties were conducted in the ordinary course of business and on arms length basis. These Related Party Transactions (RPTs) were carried out after the approval of the Audit Committee.

During FY2026, the Company has not entered into any materially significant related party transaction that requires the approval of Shareholders under Regulation 23 of the SEBI (LODR) Regulations or Section 188 of the Act. Disclosures on RPTs under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company for FY2026 and accordingly, the said form is not enclosed in this report. Details of RPTs are provided in the form of Notes to Financial Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.

The Policy on RPTs, as approved by the Board, is available on the Companys website at https://www. unitedfoodbrands.in/investor.

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital: Authorized/Nominal Share Capital as on March 31, 2026:

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

The Company has only one class of Equity Shares.

Issued, Subscribed and Paid-up Share Capital and changes therein during FY2026:

Particulars	No. of Equity Shares	Nominal Value (in Rs.)
Issued, Subscribed and Paid-up Share Capital at the beginning of FY2026	3,90,77,702	19,53,88,510
Shares issued during the FY2026#	8,685	43,425
Issued, Subscribed and Paid-up Share Capital at the end of FY2026	3,90,86,387	19,54,31,935

"Details of shares issued during FY2026:

Sl. No.	Date of allotment	No. of Shares allotted	Type of issue/allotment
1.	May 22, 2025	3,061	Employee Stock Option Plan
2.	July 31, 2025	5,624	Employee Stock Option Plan

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

B. Other Disclosures on Share Capital:

Particulars	Disclosures
Buy Back of Securities	The Company has not bought back any of its securities during FY2026.
Issue of Sweat Equity Shares	The Company has not issued any sweat equity shares during FY2026.
Issue of Bonus Shares	The Company has not issued any bonus shares during FY2026.
Issue of Equity Shares with Differential Voting Rights	The Company has not issued any equity shares with differential voting rights during FY2026.

19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

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

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

20. EMPLOYEE STOCK OPTION SCHEME:

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

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

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

Modification of the ESOP Plan 2015 and ESOP Plan 2022 during FY2026:

Based on the recommendations of the Nomination and Remuneration Committee ("NRC"), the Board, at its meeting held on January 30, 2026, has approved the following modifications to the ESOP Plan 2015 and ESOP Plan 2022, and the same was approved by the Shareholders through Postal Ballot on March 19, 2026:

(i) Increased the maximum Exercise Period from 5 years to 10 years from the date of vesting;

(ii) Authorised NRC to decide the actual exercise period at the time of grant of ESOPs and/or re-pricing of ESOPs, as applicable, and/or extend the exercise period subsequently, if considered necessary, subject to the condition that such exercise period shall not exceed the maximum exercise period of 10 years; and

(iii) Increased the maximum Vesting Period, in case of repricing of ESOPs, to 10 years.

Variation of terms of options during FY2026:

Considering the decline in the market price of the Companys equity shares, resulting in the exercise price of such ESOPs being substantially higher than the market price, and based on the recommendations of the Nomination and Remuneration Committee, the Board, at its meeting held on January 30, 2026, has approved the repricing of ESOPs granted during the financial years 202324 and 2024-25 under the ESOP Plan 2015 and ESOP Plan 2022, with the revised Vesting Period, and the same was approved by the Shareholders through Postal Ballot on March 19, 2026, as mentioned below:

(i) The exercise price of the re-priced ESOPs was Rs.173.89/- per option; and

(ii) The vesting period of the re-priced ESOPs was revised to 3 (three) years from the date of approval of the Board/date of the re-pricing (i.e., January 30, 2026).

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

A. Conservation of Energy:

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

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

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

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

. Deployment of an IoT-based Electricity Management system, featuring Variable Frequency Device (VFD) panels in new outlets. These panels automatically detect power requirements and accordingly optimize equipment operations to conserve power.

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

These measures reflect the Companys commitment to sustainability and responsible resource management.

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

Nil

(iii) the capital investment on energy conservation equipments:

Nil

B. Technology Absorption:

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

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

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

		(Amount in Rs. million)
Particulars	FY2026	FY2025
Sale of Food and Beverages*	183.97	112.01
Royalty received from Subsidiaries	17.97	55.89
Interest on loan granted to Subsidiary	41.47	53.94

*Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.

Foreign Exchange Outgo (on CIF value basis):

		(Amount in Rs. million)
Particulars	FY2026	FY2025
Import of Capital Goods	-	-
Import of Raw Materials	42.73	85.46
Total	42.73	85.46

22. RISK MANAGEMENT POLICY:

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

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

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

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

The provisions of Section 135(1) and (5) of the Act and the rules made thereunder, are not applicable to the Company for FY2026 and hence, the Annual Report on CSR activities for FY2026, as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is not enclosed herewith.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

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

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

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

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

25. PROHIBITION OF INSIDER TRADING:

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

26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

The said policy is available on the website of the Company at https://www.unitedfoodbrands.in/investor.

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

Disclosures in relation to remuneration paid to Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure-2.

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

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

In terms of proviso to Section 136(1) of the Act, the Boards Report and Financial Statements are being sent to the Shareholders, excluding the aforesaid information. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at compliance@ufbl. in. The said information is also open for inspection at the registered office of the Company during the working hours.

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

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

Type of Company	Name	Country of Incorporation	% of Shareholding held by the Company
Holding Company	The Company is not subsidiary to any other company	Not Applicable
Wholly Owned Subsidiary	Barbeque Nation MENA Holding Limited ("BBQ MENA")	United Arab Emirates	100%
	Red Apple Kitchen Consultancy Private Limited ("Red Apple") #2	India	89.05%
Subsidiaries	Blue Planet Foods Private Limited#1	India	11.77% (Red Apple holds 41.49%)
	Willow Gourmet Private Limited ("WGPL")#2	India	51%
Wholly	Barbeque Nation Restaurant LLC	United Arab Emirates	BBQ MENA holds 100%
Owned Step-Down Subsidiaries	Barbeque Nation (Malaysia) SDN. BHD.	Malaysia	BBQ MENA holds 100%
	Barbeque Nation Lanka (Pvt) Ltd	Sri Lanka	BBQ MENA holds 100%
	Barbeque Nation International LLC	Oman	BBQ MENA holds 49%#3
	Barbeque Nation Bahrain W.L.L	Bahrain	BBQ MENA holds 99%#3
Step-Down	Barbeque Nation Saudi Arabia Limited	Saudi Arabia	BBQ MENA holds 70%
Subsidiaries	United Foodbrands Thai Holding Co., Ltd#4	Thailand	BBQ MENA holds 99.99%#3
	United Foodbrands Thai Co., Ltd#4	Thailand	BBQ MENA holds 49%#5
	Barbeque Nation Restaurant W.L.L#6	Qatar	BBQ MENA holds 60%
Joint Ventures	Nil	Not Applicable	Not Applicable

#1The Scheme of Amalgamation between Red Apple Kitchen Consultancy Private Limited (the "Transferee Company") and Blue Planet Food Private Limited (the "Transferor Company") was filed before the Honble National Company Law Tribunal, Bengaluru Bench, on February 13, 2025. The matter was listed and heard by the Honble Tribunal, and reserved for the final order.

#²The Company acquired 51% of the equity share capital of WGPL in two tranches. The first tranche was completed on March 11, 2025, while the second tranche was completed on June 30, 2025. Following the completion of the second tranche, WGPL became a subsidiary of the Company.

#³On the basis of voting rights and control, BBQ MENA has 100% control over these step-down subsidiaries.

#⁴BBQ MENA purchased the shares of United Foodbrands Thai Holding Co., Ltd and United Foodbrands Thai Co., Ltd, Limited Liability Companies domiciled in the Kingdom of Thailand, and the Department of Business Development, Ministry of Commerce, Thailand, has updated its records with respect to transfer of shares and confirmed the same on December 16, 2025.

#⁵BBQ MENA has 90.57% control over United Foodbrands Thai Co., Ltd.

#⁶Barbeque Nation Restaurant W.L.L was incorporated on February 24, 2026, pursuant to the issue of Commercial Registration Certificate by the Department of Commercial Registration & Permits, Ministry of Commerce and Industry, State of Qatar.

. Salient features of the financial statements, including performance and financial position of Subsidiaries of the Company for the FY2026 are given in Form AOC- 1 which is annexed to this report as Annexure-3. Your Company has in place a Policy for determining Material Subsidiaries and the said Policy is available on the website of the Company at https://www. unitedfoodbrands.in/investo .

. Pursuant to the provisions of Section 136 of the Act and Regulation 46 of the SEBI (LODR) Regulations, separate audited financial statements of the each subsidiary, as considered necessary and applicable under the laws of host country, are available on the website of the Company at https://www. unitedfoodbrands.in/investo .

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

29. AUDITORS AND AUDITORS REPORT:

A. Statutory Auditors:

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

The Auditors Reports, read together with Annexure referred to in the Auditors Report for the financial year ended March 31, 2026, do not contain any qualification, reservation, adverse remark or disclaimers.

Further, the Statutory Auditors have not reported any frauds in terms of Section 143(12) of the Act during FY2026 and hence, the details which are required to be disclosed under Section 134(3)(ca) of the Act are not applicable.

B. Secretarial Auditor:

The Board at its meeting held on July 31, 2025 has approved the appointment of Mr. Parameshwar G Bhat, a Peer Reviewed Practising Company Secretary (M. No: F8860; C. P. No: 11004), as Secretarial Auditor of the Company for a period of 5 consecutive years, commencing from the Financial Year 2025-26 to the Financial Year 2029-30 and the same was approved by the Shareholders at the 19^th Annual General Meeting held on September 4, 2025.

The Secretarial Audit Reports of the Company and Red Apple Kitchen Consultancy Private Limited, an Indian material subsidiary of the Company, for FY2026 are enclosed to this report as Annexure-4. The reports do not contain any qualifications, reservations, adverse remarks or disclaimers.

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

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

Following is the summary of sexual harassment complaints received and disposed-off during FY2026:

Particulars	No. of complaints
No. of complaints pending at the beginning of the financial year	0
No. of sexual harassment complaints received during the financial year	3
No. of complaints disposed-off during the financial year	3
No. of cases pending for more than 90 (ninety) days	0

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

31. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

During FY2026, the Company complied with the applicable provisions of the Maternity Benefit Act, 1961 and the corresponding provisions of the Code on Social Security, 2020, as applicable, including any amendments thereto. The Company has established policies, systems, and processes to ensure ongoing compliance with the provisions of the said Act/Code.

32. SECRETARIAL STANDARDS:

During FY2026, your Company has duly complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

33. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:

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

34. MATERIAL CHANGES & COMMITMENTS:

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

35. DISCLOSURE BY LARGE CORPORATES:

With reference to Regulation 50B of the SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 read with the SEBI Operational Circular No. SEBI/HO/ DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as on April 13, 2022) and SEBI Circular No. SEBI/HO/ DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as amended from time to time, on issue and listing of Non-convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal Debt Securities and Commercial Paper, we hereby confirm that the Company is not a "Large Corporate" as on March 31, 2026 or in the previous financial years in terms of the applicability criteria mentioned in clause 1.2 of Chapter XII of the of the SEBI Operational Circular, as mentioned above.

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

36. OTHER DISCLOSURES:

Disclosures	Boards Comment
Deposits	The Company has not accepted any deposits within the meaning of Chapter V of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 during FY2026. Hence, the disclosures as required under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable.
Debentures	The Company does not have any outstanding debentures and has not issued any debentures during FY2026.
Insolvency and Bankruptcy Code, 2016	During FY2026, no application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
One-Time Settlement with the banks and financial institutions	During FY2026, your Company has not entered into any One-Time Settlement with banks or financial institutions.
Cost Audit	Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act are not applicable to the Company.
Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future	During FY2026, no significant or material orders were passed by any regulators, courts or tribunals which impact the going concern status and operations in the future.
Statement of Deviation(s) or Variation(s)	During FY2026, the Company has not raised any money through preferential issue or any money raised through Initial Public Offer/preferential issue is pending unutilized at the end of the financial year.

37. ACKNOWLEDGEMENTS:

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

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

		For and on behalf of the Board of Directors
Place: Bengaluru	Kayum Razak Dhanani	Abhay Chintaman Chaudhari
Date: May 19, 2026	Managing Director	Chairman & Independent Director
	DIN: 00987597	DIN: 06726836