Jubilant Foodworks Ltd

Your Directors have pleasure in presenting the Twenty-Ninth (29th) Integrated Annual Report together with the Audited Consolidated and Standalone Financial Statements of the Company for the financial year ended March 31, 2024 (‘FY 2024').

A summary of the Company's financial performance in FY 2024 is as follows:

Note: Pursuant to acquisition of DP Eurasia N.V, there is a net gain ofH1,701.65 million on remeasurement of previously held equity interest.

On a consolidated basis, revenue from operations for FY 2024 stood at H56,541 million i.e. an increase of 9.6% from previous year. Gross profit for FY 2024 was H43,130 million, higher by 10.3% from previous year. Gross margin came in at 76.3%. Operating EBIDTA came in at H11,435 million and operating EBITDA margin was 20.2%. Profit from continued operations came in at H4,008 million with PAT margin at 7.1%.

On a standalone basis, revenue from operations for FY 2024 stood at H53,409 million i.e. an increase of 4.8% from previous year. Gross profit for FY 2024 was H40,817 million, higher by 5.5% from previous year. Gross margin came in at 76.4%. Operating EBIDTA came in at H10,941 million and operating EBITDA margin was 20.5%. Profit after tax came in at H2,339 million with PAT margin at 4.4%.

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

During FY 2024, the Company has not transferred any amount to the general reserve and entire amount of profit for the year forms part of the ‘Retained Earnings'.

During FY 2024, there was no change in the authorised, subscribed and paid-up share capital of the Company. As on March 31, 2024, the paid-up and subscribed share capital of the Company stood at H1,319,690,400/- divided into 659,845,200 equity shares of H2/- each.

The Company has been maintaining a consistent track record of dividend payments for past many years, in line with its approved Dividend Distribution Policy.

Based on the Company's performance and Dividend Distribution Policy of the Company, the Board of Directors are pleased to recommend Dividend of H1.20/- (i.e. 60%) per equity share of H2/- each fully paid up for FY 2024 amounting to H791.81 million.

The payment of dividend is subject to approval of the shareholders at the forthcoming Annual General Meeting (‘AGM') of the Company and shall be subject to deduction of tax at source.

With a view to attract, reward and retain talented and key employees in the competitive environment and encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the Employees Stock Option Schemes. The Company has two Employees Stock Option Schemes namely, JFL Employees Stock Option Scheme, 2011 (‘ESOP 2011') and JFL Employees Stock Option Scheme, 2016 (‘ESOP 2016') (collectively referred as ‘ESOP Schemes'). The ESOP Schemes are administered through JFL Employees Welfare Trust (‘ESOP Trust'). The details of the ESOP Schemes have also been disclosed in Note 34 to the Standalone and Consolidated Financial Statements respectively forming an integral part of this Integrated Annual Report.

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

ESOP Schemes and JFGEBS are in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended (the ‘SEBI ESOP Regulations 2021'). The details of ESOP Schemes and JFGEBS pursuant to SEBI ESOP Regulations, 2021 as at March 31, 2024 is uploaded on the website of the Company (web link: https://www. jubilantfoodworks.com/company-reports/esop-disclosures). In terms of Regulation 13 of SEBI ESOP Regulations 2021, the Certificate from Chandrasekaran Associates, Company Secretaries, Secretarial Auditors, would be placed before the shareholders at the forthcoming AGM.

As on March 31, 2024, the Company had 10 subsidiaries. Brief particulars of the subsidiaries are given below:

Jubilant FoodWorks Bangladesh Limited (‘Jubilant Bangladesh') is a wholly owned subsidiary of the Company. Jubilant Bangladesh has exclusive rights to develop and operate Domino's stores in Bangladesh. Jubilant Bangladesh is continuing to build a strong equity for the brand with a lot of innovation in terms of products and marketing initiatives. During FY 2024, Jubilant Bangladesh launched 11 new stores and increased the network from 17 stores to 28 stores. On the back of accelerated network expansion, the total income of Jubilant Bangladesh grew by 53.13% as on March 31, 2024 and is H532.51 million compared to H347.76 million in the previous year.

Jubilant FoodWorks Lanka (Private) Limited (‘Jubilant Sri Lanka') is a wholly owned subsidiary of the Company. Jubilant Sri Lanka has exclusive rights to develop and operate Domino's stores in Sri Lanka. During FY 2024, Jubilant Sri Lanka launched 2 new stores and increased the network from 48 stores to 50 stores. The total income of Jubilant Sri Lanka grew by 19.33% as on March 31, 2024 and is H498.30 million compared to H 417.60 million in the previous year.

Jubilant FoodWorks International Investments Limited (‘Jubilant International') is a wholly owned subsidiary of the Company in India. Jubilant International is an Investment Company with an objective of making investments in associates/subsidiaries engaged in food service business.

Jubilant FoodWorks International Luxembourg (‘Jubilant Luxembourg') is a subsidiary of Jubilant International. Jubilant Luxembourg has an objective of making investments in associates/subsidiaries engaged in food service business.

Jubilant Foodworks Netherlands B.V. (‘Jubilant Netherlands') is a wholly owned subsidiary of the Company in Netherlands for investment purposes. During FY 2024, Jubilant Netherlands launched an open offer to acquire the entire issued share capital of DP Eurasia N.V (‘DPEU'). Consequent to open offer and various market purchases, Jubilant Netherlands increased its stake in DPEU to 94.33% by March 31, 2024 from 49.04% as of March 31, 2023.

DP Eurasia N.V (‘DPEU') is the exclusive master franchisee of the Domino's Pizza brand in Turkey, Azerbaijan, and Georgia which has 720 stores as on March 31, 2024. Pizza Restaurantlari A.S.(‘Domino's Turkey') is a dominant market leader operating a highly profitable, asset light model with 89% sub-franchised stores. In addition to its pizza business, DPEU has been able to build the 8th largest CAF? brand in Turkey - COFFY, with 97 stores as on March 31, 2024. COFFY operates in a market with high frequency of coffee consumption. During the year under review, pursuant to open offer & market purchases made by Jubilant Netherlands, DPEU became its subsidiary on November 28, 2023. Consequent to the increase in shareholding of Jubilant Netherlands in DPEU and in terms of UK Listing rules, the listing and trading of the shares of DPEU on the London Stock Exchange were cancelled w.e.f. February 28, 2024.

1. Fides Food Systems B.V. (‘Fides'), an investment company registered in Netherlands.

2. Pizza Restaurantlari A.S., registered in Turkey (Wholly owned subsidiary of Fides).

3. Fidesrus B.V. (‘Fidesrus'), an investment company registered in Netherlands.

4. Pizza Restaurants LLC, registered in Russia (Wholly Owned Subsidiary of Fidesrus)-under insolvency.

Domino's Turkey is operating a pizza delivery network of corporate and franchised stores in Turkey.

For FY 2024-25, DPEU, Fides and Domino's Turkey have become material subsidiaries of the Company.

Hashtag Loyalty Private Limited (‘Hashtag') is engaged in the business of providing a platform which allows brands their own online ordering systems to accept direct orders from customers and provides an enterprise-grade omnichannel customer engagement & marketing automation platform. During FY 2024, Hashtag entered into a Securities Subscription Agreement dated April 17, 2023 with Coca-Cola India Private Limited (‘New Investor') pursuant to which the New Investor acquired 15% stake (on a fully diluted basis) in Hashtag. Accordingly, the Company's stake in Hashtag reduced from 35% to 29.75% (on a fully diluted basis). As on March 31, 2024, the Company's effective shareholding in Hashtag is 31.66% (29.75% on a fully diluted basis).

Wellversed Health Private Limited (‘Wellversed') is a nutrition company offering a variety of food products tailored for specific nutrition and dietary needs including keto, gluten-free, vegan, high-protein, diabetic and immunity. As on March 31, 2024, the Company's effective shareholding in Wellversed is 27.81% (25.02% on a fully diluted basis).

Roadcast Tech Solutions Private Limited (‘Roadcast') is engaged in the business which offers a logistics platform for management of last-mile delivery operations. Roadcast's delivery automation SaaS platform helps clients to monitor their fleet and personnel in real-time, providing a platform which allows brands their own online ordering systems to accept direct orders from customers and provides an enterprise-grade omnichannel customer engagement & marketing automation platform. As on March 31, 2024, the Company's effective shareholding in Roadcast is 42.55% (40% on a fully diluted basis).

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

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

As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) of the Act for the financial year ended on March 31, 2024 is available on the website of the Company (web link: https:// www.jubilantfoodworks.com/company-reports/annual-returns).

In terms of Articles of Association of the Company and provisions of the Act, Mr. Hari S. Bhartia (DIN: 00010499) Director of the Company, is liable to retire by rotation at the forthcoming AGM and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment for consideration by the members of the Company at the forthcoming AGM.

During FY 2024, basis the recommendation of the Nomination, Remuneration and Compensation Committee (‘NRC') & Board, the shareholders of the Company in their 28th AGM held on August 29, 2023 approved:

a) Re-appointment of Mr. Vikram S. Mehta (DIN: 00041197) as an Independent Director of the Company for a second term of five (5) consecutive years with effect from February 1, 2024 till January 31, 2029;

b) Re-appointment of Ms. Deepa M. Harris (DIN: 00064912) as an Independent Director of the Company for a second term of five (5) consecutive years with effect from June 21, 2024 till June 20, 2029; and

c) Appointment of Mr. Amit Jain (DIN: 01770475) as an Independent Director for a term of five (5) consecutive years with effect from July 1, 2023 till June 30, 2028.

Mr. Ashish Goenka, President & Chief Financial Officer (‘CFO') and Key Managerial Personnel (‘KMP') of the Company resigned from the services of the Company with effect from close of business hours of December 15, 2023 to take up an external opportunity.

Further on the recommendations of NRC and Audit Committee, the Board in its meeting held on December 19, 2023 approved the appointment of Ms. Suman S. Hegde as the Executive Vice President & CFO and KMP of the Company with effect from March 1, 2024. She is a qualified Chartered Accountant and Master in Management Studies. She has 21 years of experience across a broad spectrum of leadership positions in the finance function. She has worked in various facets of finance with roles across Controllership, Business Partnering, Procurement, M&A and Investor Relations. Her professional experience is steeped in an astute understanding of business strategy, collaboration with stakeholders to accelerate performance, and building organization structures to support positive business impact.

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

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

Brief profile, nature of expertise, details of directorship held in other companies, Chairmanships/membership of Board Committees, shareholding in the Company held by the Directors and relationship with Directors inter-se and other details as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations') as amended read with the provisions of the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India (‘SS-2') relating to the Director proposed to be re-appointed at the 29th AGM is annexed to the notice convening the said AGM.

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

Seven (7) Meetings of Board of Directors were held during FY 2024. The details of the meetings of the Board and its Committees are given in the Corporate Governance Report forming an integral part of this Board's Report.

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

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

The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules'), is annexed as Annexure ‘A' and forms an integral part of this Board's Report. The statement containing particulars of employees, as required under Section 197 of the Act, read with Rule 5(2) and Rule 5(3) of the Rules, is provided in a separate annexure forming part of this Board's Report. However, in terms of the provisions of Section 136 of the Act, the Integrated Annual Report is being sent to the members of the Company, excluding the said annexure. The said annexure is available for inspection by the members at the Registered Office of the Company during working hours of the Company i.e. on Monday to Friday between 11:00 a.m. to 5:00 p.m.(IST). Any member interested in obtaining a copy of the said annexure may write to the Company Secretary of the Company or send an email at investor@jublfood.com.

Particulars of guarantee and investments made have been disclosed in Note 33 and 4 to the Standalone Financial Statements, respectively, forming an integral part of this Integrated Annual Report. During FY 2024, the Company has not given any loan pursuant to Section 186 of the Act.

All contracts, arrangements and transactions entered by the Company during FY 2024 with related parties were in the ordinary course of business and on arm's length basis and were approved by the Audit Committee. The Board of Directors of the Company had laid down the criteria for granting the omnibus approval by the Audit Committee for the transactions which are repetitive in nature, in line with the Company's Policy on Materiality of and dealing with Related Party Transactions (‘RPT Policy'). During the year, the Company had not entered into any materially significant transaction as defined in the RPT Policy with related parties viz. promoters, directors, their relatives or the management, subsidiaries etc. that may have potential conflict with the interests of the Company at large. Accordingly, the disclosure of Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not applicable. Related Party disclosures including transactions with promoter/promoter group which hold(s) more than 10% shareholding in the Company have been disclosed in Note 35 to the Standalone Financial Statements forming an integral part of this Integrated Annual Report. The RPT Policy is disclosed on the Company's website (web link: https://www. jubilantfoodworks.com/investors/governance/policies-codes).

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Regn. No. 117366W/W-100018) (‘Deloitte'), were re-appointed as Statutory Auditors of the Company for a second term of five (5) consecutive years to hold office from the conclusion of 27th AGM until the conclusion of 32nd AGM of the Company to be held in the year 2027. The Auditors' Report read together with Annexures referred to in the Auditors' Report for the financial year ended March 31, 2024 does not contain any qualification, reservation, adverse remark or disclaimer. During FY 2024, Statutory Auditors have not reported any matter of fraud under Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

Chandrasekaran Associates, Company Secretaries were appointed as Secretarial Auditors to conduct Secretarial Audit pursuant to the provisions of Section 204 of the Act for FY 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 received from Secretarial Auditors is annexed herewith as Annexure ‘B' forming an integral part of this Board's Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. During FY 2024, Secretarial Auditors have not reported any matter of fraud under Section 143(12) of the Act, therefore no disclosure is required under Section 134(3)(ca) of the Act.

During FY 2024, the Audit Committee was re-constituted and Mr. Amit Jain (Independent Director) was appointed as a member of the Audit Committee with effect from July 25, 2023. As on the date of this report, the Audit Committee comprises of Mr. Ashwani Windlass as Chairman, Mr. Abhay P. Havaldar, Mr. Amit Jain, Ms. Deepa M. Harris, Mr. Shamit Bhartia and Mr. Vikram S. Mehta as members. Brief terms of reference, meetings and attendance are included in the Corporate Governance Report forming an integral part of this Board's Report. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

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

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

The Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The Company's internal control framework are commensurate with the size and nature of its operations. Deloitte Haskins & Sells LLP, Statutory Auditors have audited the financial statements of the Company included in this Integrated Annual Report and have also confirmed the adequacy and operational effectiveness of the Company's internal control over financial reporting (as defined in Section 143 of the Act) as on March 31, 2024.

A detailed section on Internal Controls and their Adequacy is provided in the Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

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

The Company has in place Corporate Social Responsibility Policy (‘CSR Policy') which outlines the Company's philosophy and responsibility and lays down the guidelines and mechanism for undertaking socially impactful programs towards welfare and sustainable development of the community around the area of its operations and other parts of the Country. The CSR Policy is disclosed on the Company's website (web link: https:// www.jubilantfoodworks.com/investors/governance/policies-codes). In terms of Section 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended, the Annual Report on Corporate Social Responsibility Activities for FY 2024 is annexed herewith as Annexure ‘C' forming an integral part of this Board's Report.

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

a) Composition of Committees including Audit Committee, Nomination, Remuneration and Compensation Committee, Stakeholders Relationship Committee, Sustainability & Corporate Social Responsibility Committee, Risk Management Committee, Investment Committee, Digital & Technology Committee and Regulatory and Finance Committee;

b) Disclosure relating to affirmation submitted by the Directors and Senior Management confirming compliance of the Code of Conduct for Directors and Senior Management;

c) Dividend Distribution Policy;

d) Details of Credit Rating;

e) Details of Unpaid and Unclaimed Dividend Account and transfer to Investor Education and Protection Fund; and

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

The Business Responsibility and Sustainability Report (‘BRSR') highlight the Company's adherence to the principles outlined in the 'National Guidelines on Responsible Business Conduct'. The Company actively promotes its suppliers, partners, and other stakeholders in adopting these principles.

This report offers stakeholders insights into the Company's Environmental, Social, and Governance (‘ESG') initiatives. The BRSR framework encompasses nine core principles that listed companies must uphold in their business operations.

According to Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report for FY 2024 is annexed herewith as Annexure ‘E' forming an integral part of this Board's Report.

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

As per the requirement of the POSH Act and Rules made thereunder, the Company had constituted an Internal Complaints Committee (‘ICC') to redress the complaints received regarding sexual harassment. The ICC meets periodically to discuss various scenarios/sample cases and steps that can be taken to ensure that POSH cases are reported and addressed uniformly across the organization. The details of the complaints received during the year under review are as follows. The Company endeavours to complete the inquiry process within the stipulated period of 90 days.

i. Complaints filed during the financial year : 62

ii. Complaints disposed off during the financial year : 54

iii. Complaints pending as on end of the financial year : 8

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

i) The steps taken or impact on conservation of energy a) The Company has deployed VFD panel for optimization of Exhaust & Fresh Air Fan operation in 542 stores which has resulted in saving of approx. 1 lakh units per month. Durring FY 2024, 239 stores were provided with Energy Management system to control Energy wastage. Due to this, the Company has been able to achieve energy savings of around 5% in these stores.

b) Other Beyond Economic Repair (‘BER') Replacement: 2,203 Inverter ACs, 60 complete coldroom, 46 Energy Efficient ovens and 268 old makelines were replaced. Besides these the new stores are coming with energy efficient ovens, E-bikes wherever feasible.

ii) The steps taken by the Company for utilising alternate sources of energy a) Renewable energy: Solar Power Plants are already installed at commissaries in Greater Noida, Nagpur, Mumbai, and Kolkata, accounting for approximately 9% of electricity consumption from commissaries. This has also replaced 1,497 MWh of electricity generated by fossil fuels and hence avoided 1,064 tCO2e of emissions.

b) E-Bikes: The Company has made significant progress this year by adding 5,524 e-bikes in the delivery fleet operation increasing EV% of e-bikes in the total operating fleet to 47%. This is an important initiative to reduce the Company's carbon footprint and transition to a more sustainable future. The Company is focused to implement e-bikes in all its new stores, taking into account the local terrain. All bikes used in Popeyes and Hong's Kitchen are already electric. As a result of this initiative, approximately 2,241 kl of petrol is saved and avoided around 4,842 emissions in tCO2e

FY 2024.

Capital investment on energy conservation equipment during FY 2024 was approx. H418.54 million.

The Company has been consistently at the forefront of leveraging technology to enhance customer experience and drive innovation across its restaurants, rider partners, commissaries and supply chain.

The commitment to integrating cutting-edge analytics and technology enables the Company to extend its customer offerings beyond the physical boundaries of its stores. The Company's efforts are focused on four strategic workstreams: Elevating Consumer Experience, Next-level Platform Capabilities, Artificial Intelligence & Machine Learning, and Digitalizing the Value Chain. Together, these initiatives position the Company as an industry leader in the digitalization era, allowing it to deepen its customer relationships through loyalty programs such as Domino's Cheesy Rewards and facilitate seamless ordering experiences across multiple channels. Customers can now order pizza on a moving train or use the drive-through option for convenient pickup.

Over the last two years, the Company has revamped its entire shopping experience with a deep focus on UX research, building in-house personalisation & recommendation engine, resulting in an industry-leading, food-first, friction-free app that has led to its highest-ever conversions and the Domino's India App being the highest-rated App on both iOS and Play Store. Alongside these next-gen app experiences, the Company also built its next-generation platform. This platform allows the Company to build a unified system that will power its multi-brand, multi-country, and multi-language ambitions, enabling seamless entry into newer business models.

The Company is advancing its operations by embedding automation in restaurants, commissaries, and logistics through enterprise-grade processes. The auto-indenting tool forecasts daily ingredient requirements at the store level, optimizing inventory to ensure maximum availability while minimizing waste and sales loss. The in-house Last Mile Delivery Platform empowers restaurants and riders to efficiently manage order deliveries, providing customers with a smooth order-tracking experience. The proprietary restaurant app, OSSOM, serves as a comprehensive tool for restaurant managers to streamline operations.

The Transportation Management System (‘TMS') optimizes outbound logistics, including route optimization, delivery scheduling, real-time tracking via a Digital Control Tower, and detailed reporting on key performance indicators, freight cost allocation, and more. IoT sensors are also employed to monitor variables such as chamber temperature, truck speed, door status, and truck geolocation to ensure food quality.

The Warehouse Management System (‘WMS'), supported by hand-held terminals (‘HHTs'), effectively manages warehouse activities. Additionally, the tech-based resource planning tool incorporates sales forecasts and delivery schedules to project daily staffing requirements, production schedules, dispatch cases, truck and dock requirements, and more. Face biometric-based access control is utilized to accurately measure area-wise productivity at commissaries, digital energy meters, and an Energy Management System (‘EMS') to drive energy efficiency. Advanced cameras are used to read vehicle number plates, enhancing the ability to monitor truck movements.

Through these initiatives, the Company continues to lead the industry in innovation, setting new standards for customer satisfaction and operational excellence. The dedication to technological advancement ensures that the Company remains at the cutting edge, providing exceptional value and experiences for its customers as well as its employees.

The Company supports green initiatives undertaken by the Ministry of Corporate Affairs, Government of India, enabling electronic delivery of documents and continues to send all correspondence/ communication through emails to those shareholders who have registered their email id with the Depository Participants (‘DPs')/ Company's Registrar and Share Transfer Agent (‘RTA'). Those shareholders who have already registered their e-mail addresses are requested to keep their e-mail addresses validated with their DPs/RTA to enable servicing of communication and documents electronically.

Registering e-mail address will help in better communication between the Company and you as an esteemed stakeholder and most importantly will reduce use of paper also contributing towards green environment.

Your Directors state that in the preparation of the Statement of Profit and Loss Account for the financial year ended March 31, 2024 and the Balance Sheet as at that date, the Directors have:

a) followed the applicable accounting standards along with proper explanation relating to material departure;

b) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

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

During FY 2024, there were no transaction requiring disclosure or reporting in respect of matters relating to:

a) Details relating to deposits covered under Chapter V of the Act. The Company had no outstanding, unpaid or unclaimed public deposits during FY 2024;

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

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

d) Issue of Sweat Equity shares;

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

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

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

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

There have been no material changes and commitment, affecting the financial position of the Company which occurred between the end of FY 2024 till the date of this Report, other than those already mentioned in this Report.

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

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

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