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Jubilant Foodworks Ltd.

Directors Report

NSE: JUBLFOODEQ BSE: 533155ISIN: INE797F01020INDUSTRY: Hotels, Resorts & Restaurants

BSE   Rs 448.35   Open: 453.65   Today's Range 445.25
458.30
 
NSE
Rs 448.85
-6.00 ( -1.34 %)
-6.50 ( -1.45 %) Prev Close: 454.85 52 Week Range 420.35
586.35
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 29617.15 Cr. P/BV 14.53 Book Value (Rs.) 30.88
52 Week High/Low (Rs.) 587/420 FV/ML 2/1 P/E(X) 83.86
Bookclosure 12/07/2023 EPS (Rs.) 5.35 Div Yield (%) 0.27
Year End :2023-03 
Board’s Report

Dear Members,

Your Directors have pleasure in presenting the Twenty-Eight (28th) Integrated Annual Report together with the Audited Standalone and
Consolidated Financial Statements for the financial year ended March 31,2023 (’FY 2023’).

FINANCIAL HIGHLIGHTS

A summary of the Company's financial performance in FY 2023 is as follows:

Particulars

Standalone

Consolidated

FY 2023

FY 2022*

FY 2023

FY 2022

Revenue from Operations

50,959.92

43,310.99

51,582.47

43,961.22

Add: Other Income

497.11

406.62

504.12

413.54

Total Income

51,457.03

43,717.61

52,086.59

44,374.76

Profit before Depreciation & Amortisation, Finance
Cost, Exceptional items, Tax Expense & Other Income
(EBITDA)

11,592.05

11,045.93

11,515.52

11,087.76

Profit before Depreciation & Amortisation, Finance Cost,
Exceptional items & Tax Expense

12,089.16

11,452.55

12,019.64

11,501.30

Less: Finance Cost

1,951.26

1,730.13

2,012.26

1,760.89

Less: Depreciation & Amortisation Expense

4,753.19

3,829.74

4,858.85

3,930.52

Profit before share of net profit/ (loss) of associate,
exceptional items and tax

5,384.71

5,892.68

5,148.53

5,809.89

Share of net profit/ (loss) of associate

(261.22)

(104.03)

Profit before Exceptional items & Tax Expense

5,384.71

5,892.68

4,887.31

5,705.86

Less: Exceptional items

466.39

73.25

73.25

Profit before Tax Expense

4,918.32

5,819.43

4,887.31

5,632.61

Less: Taxation Expense

1,356.20

1,444.33

1,356.97

1,451.72

Profit for the year

3,562.12

4,375.10

3,530.34

4,180.89

Other Comprehensive Income/ (Loss)

(2,043.24)

2,430.02

(1,690.99)

2,112.10

Total Comprehensive Income for the year

1,518.88

6,805.12

1,839.35

6,292.99

Retained Earnings

Balance at the beginning of FY

16,087.53

12,379.13

15,321.39

11,908.06

Add: Profit for the FY

3,562.12

4,375.10

3,532.01

4,203.92

Add: Opening balance of ESOP Trust

123.89

Add: Exercise/ Lapse of share options

83.41

23.14

83.41

23.14

Less: Exercise/ Sale of shares held by ESOP Trust (Net
of Tax)

(100.05)

(23.57)

(100.05)

(23.57)

Less: Dividend paid on Equity Shares

(791.81)

(791.81)

(791.81)

(791.81)

Less: Acquisition of non controlling interest

(240.86)

Add: Dividend on shares held by ESOP Trust

1.62

1.65

1.62

1.65

Balance at the end of FY

18,842.82

16,087.53

17,805.71

15,321.39

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The Company delivered healthy revenue growth and strong profitability amidst significant inflationary headwinds, while accelerating its
network expansion. During the year, the Company has added 240 stores (net), ending the year with 1,863 stores across all brands in India.
The Company had 1,816 Domino's, 13 Popeyes, 21 Dunkin' and 13 Hong's Kitchen stores as on March 31,2023.

The total income on a standalone basis for FY 2023 reached to H 50,959.92 million which is higher by 17.7% compared to last year. The
EBITDA of H 11,592.05 million increased by 4.9%. The EBITDA margin at 22.7%, decreased by 276 bps and the net profit margin at 7.0%
is lower by 308 bps when compared to last year. During FY 2023, 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'.

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

SHARE CAPITAL

As on March 31, 2023, the paid-up and subscribed share
capital of the Company stood at H 1,319,690,400/- divided into

659.845.200 equity shares of H 2/- each.

Your Board of Directors approved split/sub-division of equity shares
of the Company on February 2, 2022 and the same was approved
by the shareholders by resolution passed by way of postal ballot on
March 27, 2022, such that each equity share having face value of
H 10/- (Rupees Ten only) fully paid-up, was sub-divided into five (5)
equity shares having face value of H 2/- (Rupees Two only) each, fully
paid-up with effect from April 20, 2022 (Record Date).
Accordingly, the authorised share capital of the Company was
altered as H 1,500,000,000/- divided into 750,000,000 equity
shares of H 2/- each and the paid-up and subscribed share capital
of the Company was altered as H 1,319,690,400/- divided into

659.845.200 equity shares of H 2/- each.

DIVIDEND

Based on the Company's performance and Dividend Distribution
Policy of the Company, your Directors are pleased to recommend
Dividend of H 1.20/- (i.e. 60%) per equity share of H 2/- each fully
paid up for FY 2023 amounting to H 791.81 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.

EMPLOYEES STOCK OPTION SCHEMES

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
ESOP 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'). Both
the schemes are administered through JFL Employees Welfare
Trust ('ESOP Trust'). Consequent to split/sub-division of equity
shares of the Company with effect from April 20, 2022 (Record
Date), appropriate adjustments were made in the number of stock
options that have been granted under the ESOP Schemes and
yet to be exercised (whether vested or unvested but not lapsed)
such that each such stock options shall be sub-divided into Five
(5) stock options of the same category and the respective exercise
price for each such stock option shall be one fifth (1/5) of the
exercise price fixed at the time of grant of such options. Also, the
ceiling(s) on the maximum number of options/shares that may be
issued pursuant to exercise of options granted to the participants
under the ESOP Schemes shall stand proportionately increased.
The details of both the schemes have also been disclosed in
Note 32 to the Standalone Financial Statements and Note 31 to

the Consolidated Financial Statements 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 31,2023 is uploaded on the website
of the Company (web link:
https://www.iubilantfoodworks.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 ensuing AGM.

SUBSIDIARIES AND ASSOCIATE COMPANIES

Subsidiaries

Jubilant FoodWorks Bangladesh Limited (‘Jubilant
Bangladesh’):

Jubilant Bangladesh is a subsidiary of the Company in Bangladesh.
Jubilant Bangladesh has exclusive rights to develop and operate
Domino's stores in Bangladesh.

During the financial year, the Company has completed 100%
acquisition of Jubilant Bangladesh by exercising the call options
for acquiring additional 49% equity stake in Jubilant Bangladesh
from Golden Harvest QSR Limited (‘Golden Harvest') at a
consideration amounting to BDT 389.02 million (equivalent to
H 340.25 million). Consequent to completion of acquisition on May
10, 2022, Jubilant Bangladesh became wholly owned subsidiary
of the Company (with 1 share of Jubilant Bangladesh being held
by a nominee of the Company in order to comply with local law
requirements in Bangladesh).

The name of the company was changed from Jubilant Golden
Harvest Limited to Jubilant FoodWorks Bangladesh Limited with
effect from July 7, 2022.

During the financial year, Jubilant Bangladesh launched ever-
highest number of stores in a financial year. 8 new stores were
launched taking the total count to 17 stores. The performance of
Jubilant Bangladesh continues to remain encouraging. A series
of intervention on menu expansion, packaging innovation and
launch of “Live Pizza Theatre” - live-streaming of pizza preparation,
helped enhance consumer engagement. The system sales growth
of 46.8% was on the back of Dine-in and Takeaway growth. The
total income of Jubilant Bangladesh grew by 38.30% as on March
31,2023 and is H 347.76 million as compared to H 251.45 million
in the previous year.

Jubilant FoodWorks Lanka (Private) Limited (‘Jubilant Sri
Lanka’):

Jubilant Sri Lanka is a wholly owned subsidiary of the Company in
Sri Lanka. Jubilant Sri Lanka has exclusive rights to develop and
operate Domino's stores in Sri Lanka.

The pace of store expansion increased with the launch of 13 stores
taking the total count to 48. Despite economic challenges during
the financial year, the system sales grew by 35.7% led by growth
in dine-in and takeaway channel. Focused efforts through various
initiatives like rationalizing discounts, reducing wastages, targeted
marketing activities and digital ordering interventions ensured
business continuity. The total income reduced by 17.33% and is H
417.60 million as on March 31,2023 compared to H 505.15 million
in the previous year.

Jubilant Foodworks Netherlands B.V. (‘Jubilant Netherlands’)
and DP Eurasia N.V. (‘DPEU’):

Jubilant Netherlands is a wholly owned subsidiary of the
Company in Netherlands. During the financial year, Jubilant
Netherlands has increased its stake in DPEU through various
on-market purchases. The Company through Jubilant Netherlands
is holding 71,413,939 ordinary shares in DPEU representing
49.04% of its issued share capital as on March 31, 2023.
DPEU is a public company listed with London Stock Exchange
PLC, and is the exclusive master franchisee of the Domino's
Pizza brand in Turkey, Russia, Azerbaijan and Georgia. The total
income of Jubilant Netherlands is nil as on March 31, 2023
(H 0.54 million in the previous year).

Jubilant FoodWorks International Investments Limited
(‘Jubilant International’):

Jubilant FoodWorks International Investments Limited was
incorporated as a wholly owned subsidiary of the Company in
India on August 8, 2022. Jubilant International is an Investment
Company with an objective of making investments in associates/
subsidiaries engaged in food service business. The total income
of Jubilant International is H 1.55 million as on March 31,2023.

Jubilant FoodWorks International Luxembourg (‘Jubilant
Luxembourg’):

The Company along with Jubilant FoodWorks International
Investments Limited (wholly owned subsidiary) has incorporated
a subsidiary Company i.e. Jubilant FoodWorks International
Luxembourg on September 21, 2022 in Luxembourg. Jubilant
Luxembourg has been incorporated with an objective of making
investments in associates/subsidiaries engaged in food service
business. The total income of Jubilant Luxembourg is nil as on
March 31,2023.

Associate Companies

With an intent of making strategic investments in promising
start-ups and emerging businesses and in line with its stated goal of
building a multi-brand and multi-country food business powered by
technology, the Company has made following acquisition(s):

a) Hashtag Loyalty Private Limited (‘Hashtag’):

Hashtag became an associate company on acquisition of
35% stake (on fully diluted basis) w.e.f. March 31, 2022.

Further, Hashtag entered into a Securities Subscription
Agreement dated April 17, 2023 with a new investor pursuant
to which the new investor has acquired 15% stake (on a
fully diluted basis) in Hashtag. Accordingly, the Company's
stake in Hashtag has reduced from 35% to 29.75% (on a fully
diluted basis).

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. The total income grew
by 12.69% and is H 25.39 million as on March 31, 2023
compared to H 22.53 million in the previous year.

b) Wellversed Health Private Limited (‘Wellversed’):

Wellversed became an associate company on acquisition of
25.02% stake (on fully diluted basis) on May 2, 2022.

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. The total income grew by 183.61% and is
H 347.14 million as on March 31, 2023 compared to
H 122.40 million in the previous year.

c) Roadcast Tech Solutions Private Limited (‘Roadcast’):

The Company entered into Share Subscription Agreement,
Shareholders' Agreement and Share Purchase Agreement
dated July 28, 2022 to invest approx. H 149.8 million for
acquisition of 40% stake (on fully diluted basis) in Roadcast.
The aforesaid acquisition was completed on September 29,
2022 and Roadcast became an associate company.

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.

The total income grew by 122.94% and is H 257.25 million
as on March 31, 2023 compared to H 115.39 million in the
previous year.

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 (the '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/companv-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 Act for the financial year ended on
March 31, 2023 is available on the website of the Company (web
link:
https://www.iubilantfoodworks.com/companv-reports/

annual-returns).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Articles of Association of the Company and provisions
of the Act, Mr. Shamit Bhartia (DIN: 00020623) and Ms. Aashti
Bhartia (DIN: 02840983) Directors of the Company, are liable to
retire by rotation at the ensuing AGM and being eligible, offered
themselves for re-appointment. The Board of Directors recommend
their re-appointment for consideration by the shareholders of the
Company at the ensuing AGM.

Mr. Pratik R. Pota resigned as CEO & Wholetime Director
of the Company with effect from close of business hours of
June 15, 2022. The Board placed on record its sincere appreciation
for the outstanding contribution made by Mr. Pota during his
tenure with the Company.

The shareholders of the Company in their 27th AGM held on August
30, 2022 approved:

a) Appointment of Mr. Sameer Khetarpal as Chief Executive
Officer & Managing Director of the Company for a period of five
years with effect from September 05, 2022 upto September
04, 2027;

b) Re-appointment of Mr. Ashwani Windlass
(DIN: 00042686) as an Independent Director of the Company
for a second term of five consecutive years with effect from
July 25, 2023 to July 24, 2028;

c) Re-appointment of Mr. Abhay P. Havaldar
(DIN: 00118280) as Independent Director of the Company for
a second term of five consecutive years with effect from July
25, 2023 to July 24, 2028.

The shareholders of the Company in their 24th AGM appointed
Mr. Vikram S. Mehta (DIN: 00041197) and Ms. Deepa M. Harris
(DIN: 00064912) as Independent Directors of the Company for
a term from February 1, 2019 to January 31, 2024 and from
June 21,2019 to June 20, 2024, respectively.

Considering the vast experience, expertise, acumen, positive
attributes, integrity and significant contribution made by both the
Directors and recommendations of the Nomination, Remuneration
and Compensation Committee, the Board (subject to the approval
of the shareholders) in their meeting held on May 17, 2023
approved:

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

b) Re-appointment of Ms. Deepa M. Harris as an Independent
Director of the Company for a second term of five consecutive
years with effect from June 21,2024 upto June 20, 2029.

Further, on the recommendations of the Nomination,
Remuneration and Compensation Committee, the Board in
their meeting held on May 17, 2023 approved appointment of
Mr. Amit Jain (DIN: 01770475) as an Additional Director
designated as an Independent Director with effect from
July 1, 2023. The term of his appointment as an Independent
Director will be for a period of five (5) years, subject to the approval
of the shareholders of the Company in the general meeting.

In the opinion of the Board, Mr. Mehta, Ms. Harris and
Mr. Jain fulfils the conditions specified in the Act and under SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations'). The Company has received
notices under Section 160 of the Act proposing appointment/
re-appointment of above-mentioned Directors of the Company.

The Board of Directors recommend their appointment/
re-appointment for consideration by the shareholders of the
Company at the ensuing AGM.

Except as stated above, there was no change in the Directors or
Key Managerial Personnel 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/
re-appointments 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 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 Directors proposed to be appointed/ re¬
appointed at the 28th AGM is annexed to the notice convening
the 28th AGM.

Declaration by Independent Directors

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 Directors 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.

MEETINGS OF BOARD OF DIRECTORS

Four (4) Meetings of Board of Directors were held during FY 2023.
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.

APPOINTMENT & REMUNERATION POLICY

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.iubilantfoodworks.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.

PERFORMANCE EVALUATION OF THE BOARD

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.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY
MANAGERIAL PERSONNEL

The details of Employees, Directors & Key Managerial Personnel
as required under Section 197 of the Act read with the Companies
(Appointment and Remuneration) Rules, 2014 is annexed herewith
as
Annexure ‘A’ forming an integral part of this Board’s Report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of guarantee and investments made have been
disclosed in Note 31 and 4 to the Standalone Financial Statements,
respectively, forming an integral part of the Integrated Annual
Report. During FY 2023, the Company has not given any loan
pursuant to Section 186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the
Company during FY 2023 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 33
to the Standalone Financial Statements forming an integral part
of this Integrated Annual Report. The RPT Policy was modified
by the Board with effect from April 1, 2022 to align the same

with the statutory changes. The RPT Policy is disclosed on the
Company's website (web link:
https://www.jubilantfoodworks.
com/investors/governance/policies-codes).

AUDITORS

Statutory Auditor

Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Regn.
No. 117366W/W-100018) (‘Deloitte’), were re-appointed as
Statutory Auditors of the Company by the Shareholders in their
27th AGM held on August 30, 2022, for a second term of five
consecutive years i.e. 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,
2023 does not contain any qualification, reservation, adverse
remark or disclaimer. During the year under review, the Statutory
Auditor has 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.

Secretarial Auditor

The Board appointed Chandrasekaran Associates, Company
Secretaries to conduct Secretarial Audit pursuant to the provisions
of Section 204 of the Act for FY 2023. The Secretarial Audit
Report for the financial year ended March 31,2023 received from
Secretarial Auditor 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 the year under review, the Secretarial Auditor
has 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.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Ashwani Windlass as
Chairman, Mr. Abhay P. Havaldar, 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.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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.

INTERNAL FINANCIAL CONTROL

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 Auditor 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 31,2023. 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.

MANAGEMENT DISCUSSION AND ANALYSIS 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.

CORPORATE SOCIAL RESPONSIBILITY

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.
iubilantfoodworks.com/investors/aovernance/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 2023 is annexed herewith as Annexure ‘C’ forming an integral
part of this Board’s Report.

CORPORATE GOVERNANCE

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 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

In terms of Regulation 34 of the Listing Regulations, Business
Responsibility and Sustainability Report for FY 2023 is annexed
herewith as
Annexure ‘E’ forming an integral part of this Board’s
Report.

PREVENTION OF SEXUAL HARASSMENT

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.
Our 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 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 : 43

ii. Complaints disposed off during the financial year : 40

iii. Complaints pending as on end of the financial year : 3

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

(A) Conservation of Energy

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) Energy Management Systems (‘EMS’): EMS are

installed across stores and commissaries to reduce
energy consumption. This year, the Company
upgraded EMS for approximately 747 stores, which
accounts for around 40% of the stores. Due to this
the Company has been able to achieve energy
savings of around 5%.

b) Retrofitting old chiller: The project involved a
detailed audit to identify areas of improvement and
to assess the design versus actual conditions. This
enabled a better understanding of the energy usage
patterns and the identification of areas where energy
could be saved. The project with energy-efficient
chiller has resulted in significant cost savings of
approximately 10 lakh Kwh and avoided, around
790 tCO2e

c) Replacing electric heating with heat pumps:

Traditional electric heaters were replaced with
energy-efficient heat pumps, which are known
for their high energy efficiency and low operating
costs. The implementation of heat pumps at
tray washer areas by replacing electric heaters
has resulted in significant cost savings of around
3 lakh kwh and avoided around 237 tCO2e

d) Other energy efficiency initiatives: Some of the
initiatives at stores includes retrofitting energy
efficient air conditioners, deploying energy efficient
ovens at new stores, and installing IoT devices at
delivery bikes to monitor speed, time, and delivery
efficiency. In addition, converting LPG to PNG at

stores wherever available can lead to significant
savings in emissions, reduced residual gas, and
smoother operations.

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
11% of total electricity consumption. This has also
replaced 1,424 MWh of electricity generated by fossil
fuels and hence avoided 1,125 tCO2e of emissions.

b) E-Bikes: The Company has made significant
progress this year, increasing the number of e-bikes
and e-cycle to 7,594 bringing the percentage of
e-bikes to 33%. This is an important initiative to
reduce our carbon footprint and transition to a
more sustainable future. The company is focused to
implement e-bikes in all of the new stores, taking
into account the local terrain. All of the bikes used in
Popeyes and Hong's Kitchen are already electric.

As a result of this initiative, approximately 1,313 kl
of petrol is saved and avoided around 3,523 tCO2e
emissions.

iii) The capital investment on energy conservation
equipment

Capital investment on energy conservation equipment
during FY 2023 was H 630.88 million approx.

(B) Technology Absorption

The Company believes in leveraging technology to transform
every dimension of its business.

The Technology Absorption has been discussed under ‘Data
and Technology Forward' section in Management Discussion
and Analysis Report forming an integral part of this Integrated
Annual Report.

(C) Foreign Exchange Earnings & Outgo

Particulars

FY 2023

FY 2022

Foreign Exchange earned
in terms of actual inflows
(FOB Basis)

129.61

55.20

Foreign Exchange outgo in
terms of actual outflows

2,258.31

1,679.02

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that in the preparation of the Statement of Profit
and Loss Account for the financial year ended March 31,2023 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.

COMPLIANCE OF THE SECRETARIAL STANDARDS

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.

OTHER STATUTORY DISCLOSURES

During FY 2023, 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 the FY 2023;

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 2023 till the date of this Report, other than those already
mentioned in this Report.

ACKNOWLEDGEMENTS

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,
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.

For and on behalf of the Board of DirectorsShyam S. Bhartia Hari S. Bhartia

Chairman & Director Co-Chairman & Director

DIN: 00010484 DIN: 00010499

Place: Noida Place: Noida

Date: May 17, 2023 Date: May 17, 2023

(Figures have been rounded off for the purpose of reporting)

 
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