Westlife Develop Director Discussions


Your Directors are pleased to present their Fortieth (40th) Annual Report and Audited Statement of Accounts for the year ended March 31, 2023.

IFINANCIAL DETAILS

Consolidated Financial Highlights

(Rs in millions)

Particulars 2022-2023 2021-2022
Total Income 22,985.17 16,042.29
Total Expenses including Depreciation, amortisation and Finance Costs. 21,490.64 16062.95
EBITDA 3,943.85 2169.60
(Loss) / Profit before exceptional itemsr 1,494.53 (20.66)
Less : Exceptional Items - -
Profit/(Loss) before tax 1,494.53 (20.66)
Less : Tax Expenses 378.73 (4.00)
Profit/(Loss) for the year 1,115.80 (16.66)
Other comprehensive income for the year 9.52 (17.20)
Total comprehensive income for the year 1,1252.32 (33.86)

Standalone Financial Highlights

(Rs in millions)

Particulars 2022-2023 2021-2022
EBITDA (7.39) (4.23)
Less : Depreciation - 0.01
Profit/ (Loss) before Tax (7.39) (4.24)
Less : Tax Expenses - -
Profit/ (Loss) for the year (7.39) (4.24)
Add : Balance brought forward- Retained Earnings (62.74) (58.50)
Balance Carried forward- Retained Earnings (70.13) (62.74)

II PERFORMANCE

Standalone Operating Performance

During the financial year-2022-23, the Company has reported a loss after tax of RS 7.39 million as against a loss of H4.24 million for the previous year.

The Company focuses on putting up and operating Quick Service Restaurants (QSR) in India through its wholly owned subsidiary, which is a Development Licensee / Master Franchisee of McDonalds and operates QSRs under the brand name McDonalds.

Consolidated financial statements of the Company and its subsidiary prepared in accordance with applicable accounting standards and duly audited by the Companys statutory auditors are annexed.

Subsidiarys Operating Performance

The highlights of the Subsidiarys performance for FY 2022-23 and its contribution to the overall performance of the Company is provided below:

(Rs in millions)

Particulars 2022-2023 2021-2022
Total Income 22,980.52 16,037.80
Total Expenses including Depreciation , amortisation expense and Finance costs 21,478.61 16,054.22
EBITDA 3,951.241 2,173.84
Profit/(Loss) before exceptional items 1,501.91 (16.42)
Exceptional items - -
Profit/(Loss) before tax 1,501. 91 (16.42)
Particulars 2022-2023 2021-2022
Less : Tax Expenses 378.73 (4.00)
Profit / (loss) for the year 1,123.18 (12.42)
Other comprehensive income for the year 9.52 (17.20)
Total comprehensive income for the year 1,132.70 (29.62)

Subsidiaries, Joint Ventures or Associate Companies

During the year under review no company has become or ceased to be the Companys subsidiary, joint venture or associate company.

As per the provisions of Section 129(3) of the Companies Act, 2013 a statement containing salient features of the financial statements of the Companys subsidiary is provided as Annexure A to the consolidated financial statements.

Dividend

The Board of Directors in its meeting held on 27th July, 2023 has declared interim dividend basis on the financials of the Company for the quarter ended 30th June, 2023 @ H3.45/- per share on equity share capital of the Company.

State of the Companys affairs

Your Company was classified as a Core Investment Company (CIC) exempted from registration with the Reserve Bank of India within the meaning of the Core Investment Companies (Reserve Bank) Directions, 2016. It has promoted the operations of QSRs through its subsidiary as aforesaid. The Company endeavors to continuously improve its performance. Your Directors are satisfied with the present state of the Companys affairs.

Transfer to Reserves

No funds are being transferred to the reserves.

Material changes and commitments

No material changes and commitments affecting the financial position of your Company have occurred between 31st March, 2023 and the date of the report.

Particulars of loans, guarantee or investments

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan

or guarantee or security are provided in Note No. 4 to the Standalone Financial Statements.

Maintenance of Cost Records

During the period under review, your Company was not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

Internal Complaints Committee for Sexual Harassment

Your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

III DIRECTORS AND MANAGEMENT

Appointment/re-appointment of and change in Directors

Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Ms Smita Jatia (DIN: 03165703) is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, she offers herself for re-appointment. The Board of Directors has recommended her re-appointment.

Mr Banwari Lal Jatia (DIN: 00016823), Director of the Company has resigned due to some personal reasons w.e.f. close of business hours on 31st January, 2023.

Number of meetings of the Board

Four meetings of the Board of Directors were held during the financial year. For further details, please refer to the Report on Corporate Governance which forms a part of this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they fulfill the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and the Listing Regulations.

Directors Responsibility Statement

As required under Section 134(3)(c) and pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

(a) in the preparation of the annual accounts for financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no departures in adoption of these standards;

(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 at 31st March, 2023 and of the profit and loss of the Company for the year ended on that date;

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

(d) the Directors have prepared the annual accounts for financial year ended 31st March, 2023 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 were operating efficiently; and

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

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of the Directors individually. Feedback was sought by way of a structured questionnaire through online survey covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its

Committees, Board culture, execution and performance of specific duties, obligations and governance, and the evaluation was carried out based on responses received from the Directors.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Company was also carried out by the Independent Directors, taking into account the views of the Executive Director and Non-Executive Directors. The Directors expressed their satisfaction with the evaluation process.

Audit Committee

In accordance with Regulation 18 of the Listing Regulations read with Section 177 of the Companies Act, 2013, the Company had constituted an Audit Committee, which consists of three independent nonexecutive directors namely; (1) Mr PR. Barpande (Chairman), (2) Mr Tarun Kataria (member), Ms Amisha Hemchand Jain (member) and one other director, Mr Amit Jatia (member). The Audit Committee functions in terms of the role and powers delegated by the Board of Directors of the Company keeping in view the provisions of Regulation 18 of the Listing Regulations and Section 177 of the Companies Act, 2013 and the corresponding Rules made thereunder, being the Companies (Meetings of Board and its Powers) Rules, 2014.

Vigil Mechanism and Whistleblower Policy

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and under Regulation 22 of the Listing Regulations is implemented through the Companys Vigil & Whistleblower Policy to enable the Directors and employees of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

The Vigil & Whistleblower Policy of the Company is available on the Companys website at the web-link: http://www.

westlife.co.in/investors-compliance-and- policies.php

Auditors

• Statutory Auditors and Auditors Report

S R B C & CO LLP (Registration No.: 324982E/E300003), Chartered

Accountants had been appointed as Statutory Auditors of the Company for a term of 5 (five) years at the 39th Annual General Meeting (AGM) held on 15th September, 2022 to hold office from the conclusion of the 39p>th AGM till the conclusion of the 44th AGM of the Company. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Notes on financial statements referred to in the Auditors Report are self-explanatory, hence no clarification is required. The Auditors Report does not contain any qualification, observation, adverse remark or disclaimer.

• Secretarial Audit and Report of company secretary in practice

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s MSDS & Associates, Practicing Company Secretary (Certificate of Practice Number: 23194) to carry out the Secretarial Audit of the Company for the financial year 2023-24.

In terms of the provisions of sub-section (1) of Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has annexed to this Board Report as Annexure I, a Secretarial Audit Report given by a company secretary in practice.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

• Secretarial Audit Report of the Companys subsidiary (i.e. Hardcastle Restaurants Private Limited) issued by a company secretary in practice

In terms of the provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, the Company has annexed to this Board Report as Annexure I-A, a Secretarial Audit Report of the Companys subsidiary (i.e. Hardcastle

Restaurants Private Limited) issued by a company secretary in practice.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company are Mr Amit Jatia, Chief Executive Officer (CEO), Mr Saurabh Bhudolia, Chief Financial Officer (CFO) (w.e.f. 18th January, 2023) and Dr. Shatadru Sengupta, Company Secretary (CS).

During the year Mr Dattaprasad Tambe had resigned from the position of Pro-tem head of finance of the Company w.e.f. 10th April, 2023.

Contracts or Arrangements with Related Parties

Related Party Transactions that were entered into during the year by your Company have been disclosed in Form AOC-2 pursuant to Section 134(3) (h) of the Companies Act, 2013, which has been appended as Annexure II.

In compliance with clause 2A, Part-A, Schedule V of the SEBI (LODR) Regulations, 2015, during the period under review, the Company has not entered into any transaction with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in the company.

Disclosures on Employee Stock Option Scheme

In compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (now the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021) (the Regulations) read with SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015, your Board of Directors report that during the year under review, the transition of the Westlife Development Limited Employees Stock Option Scheme 2013 (the Scheme) had been approved by the Board of Directors of the Company at its meeting held on 18th May, 2022 from the Scheme to the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 (ESOS Trust Scheme 2021). Further, the details mentioned in the Regulations have been disclosed on the Companys website at web link: http://www.westlife.co.in/web/ compliance.aspx .

Disclosure on Employee Stock Option Scheme through Trust Route

In compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (now the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021) (the Regulations) read with SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated 16th June, 2015, your Board of Directors report that during the year under review, no material changes in the Westlife Development Limited Employee Stock Option (Trust) Scheme 2021 (ESOS Trust Scheme 2021) had taken place and that the ESOS Trust Scheme 2021 is in compliance with the Regulations. Further, the details mentioned in the Regulations have been disclosed on the Companys website at web link: http://www.westlife. co.in/web/compliance.aspx .

Policy for Qualifications, positive attributes and independence criteria for Directors and Remuneration for Directors, Key Managerial Personnel and other employees

In accordance with the provisions of Section 134(3) (e); sub section (3) and (4) of Section 178 of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of the Listing Regulations, the Company has formulated this policy. The said policy has been appended as Annexure III which forms a part of this Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 as to Corporate Social Responsibility are not applicable to your Company.

Disclosure pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

In accordance with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following disclosures are made:

• The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year: N.A.*

• the percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company

Secretary or Manager, if any, in the financial year: N.A.*

• the percentage increase in the median remuneration of employees in the financial year: N.A.*

• the number of permanent employees on the rolls of Company: Four

• 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: N.A.*

• the terms of remuneration are in line with the Remuneration Policy of the Company.

* Directors did not receive any remuneration from the Company during the year, except sitting fee for attending meetings of the Board and its Committees, and no remuneration is being paid to the employees or Key Managerial Personnel of the Company.

Internal Financial Control Systems

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risk. The internal financial controls have been documented and embedded in the business system.

The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanor has been noticed during the year.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Companys operations in future.

Public Deposits

The Company did not accept any deposits during the year.

Corporate Governance

Report on Corporate Governance of the Company for the year under review, as per the requirements of Regulation 34 (3) read with Para C of Schedule V of the Listing Regulations, has been given under a separate section and forms part of this Annual Report.

Management Discussion and Analysis

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Regulation 34(2)(e) read with Para B of Schedule V of the Listing Regulations, is presented in a separate section forming part of the Annual Report under the heading Management Discussion and Analysis.

Investor Education and Protection Fund (IEPF)

No unpaid and unclaimed dividend is lying with the Company.

Annual Return

Pursuant to the provisions of Section 134(3)

(a) and Section 92(3) of the Companies Act, 2013, the Annual Return as on 31st March, 2023 is placed on the Companys Website http: / /www.westlife.co.in/investors - compliance-and-policies.php

Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy

i) The steps taken or impact on conservation of energy: The operations of your Company are not energy intensive.

ii) The steps taken by the Company for utilizing alternate sources of energy: NIL

iii) The capital investment on energy conservation equipments: NIL

However, the Companys subsidiary, Hardcastle Restaurants Pvt. Ltd, has taken significant measures for conservation of energy and saving the environment, as set out more particularly in the Business Responsibility and Sustainability Report forming part of this Annual Report.

B. Technology Absorption

i) The efforts made towards technology absorption : NIL

ii) The benefits derived like product improvement, cost reduction, product development or import substitution : NIL

iii) in case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): NIL

(a) Details of Technology Imported;

(b) Year of Import;

(c) Whether the Technology has been fully absorbed;

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof.

iv) Your Company has not incurred any expenditure on Research and Development during the year under review.

C. Foreign Exchange Earnings and Outgo

During the year under review, there were no foreign exchange inflow, outflow or earnings.

Risk Management

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. The Company has a robust organisational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorised to monitor and review a Risk Management Plan including Cyber Security. The Risk Management Plan provides a detailed programme for risk prevention, risk mitigation and risk management and the operation/working thereof, along with reporting of any new risks. The Risk Management Plan has been established across the organisation and is designed to prevent, mitigate and manage risks that affect the Company.

IV DIVIDEND DISTRIBUTION POLICY

The above policy is enclosed as Annexure- IV to the Boards Report and also available on the Companys website at http://www. westlife.co.in/download-pdf/Investor/ Policies/Dividend-Distribution-Policy.pdf

V BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Listing Regulations mandate the inclusion of the BRSR as part of the Annual Report for the top 1,000 listed entities based

on market capitalization. In compliance with the Listing Regulations, we have integrated BRSR disclosures annexed as Annexure-V to the Boards Report.

VI ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and record sincere appreciation for the dedicated efforts of all employees of the Company. The Board is thankful to the esteemed shareholders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by all stakeholders including government authorities, customers, banks, vendors, advisors, and other business partners.

For and on behalf of the Board of Directors
Sd/- Sd/-
Amit Jatia Akshay Jatia
Director Whole Time Director
Place: Mumbai DIN:00016871 (Executive Director)
Date: 27th July, 2023 DIN:07004280