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EQUITY - MARKET SCREENER

Barbeque-Nation Hospitality Ltd
Industry :  Hotels
BSE Code
ISIN Demat
Book Value()
543283
INE382M01027
105.9688188
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
BARBEQUE
0
1947.29
EPS(TTM)
Face Value()
Div & Yield %
0
5
0
 

As on: Mar 29, 2024 12:44 PM

To

The Members

Barbeque-Nation Hospitality Limited

Your Directors have pleasure in presenting the Seventeenth (17th) Annual Report of the Company, together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2023 (FY2023).

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

(Amount in Rs. million)

(Amount in Rs. million)

Standalone

Consolidated

Particulars

Financial Year 2023 Financial Year YcYY Financial Year 2023 Financial Year YcYY
Revenue from Operations 10,737.80 7,610.52 12,337.55 8,605.54
(+):Other Income 98.22 255.58 80.27 262.79

Total Income

10,836.02 7,866.10 12,417.82 8,868.33
(-): Total Expenses 8,892.21 6,536.46 10,031.74 7,268.22

Earnings Before Interest Tax Depreciation &

1,943.81 1,329.64 2,386.08 1,600.11

Amortization (EBITDA)

(-): Finance Cost 647.84 555.88 717.01 653.03
(-): Depreciation & Amortization 1,241.02 1,056.19 1,449.98 1,272.59

Profit/(Loss) Before Tax and Exceptional Items

54.95 (282.43) 219.09 (325.51)
(+): Exceptional Items – Net Gain/(Loss) 46.91 2.77 38.23 4.93

Profit/(Loss) Before Tax

101.86 (279.66) 257.32 (320.58)
(-): Tax Expense/(Benefit) 34.71 (64.66) 65.85 (68.66)

Net Profit/(Loss)

67.15 (215.00) 191.47 (251.92)
(+): Other Comprehensive Income/(Loss) (3.14) (0.85) (7.47) (19.82)

Total Comprehensive Income/(Loss) for the Year

64.01 (215.85) 184.00 (271.74)

Earnings Per Share (EPS, Rs.)

Basic 1.72 (9.23) 4.37 (10.30)
Diluted 1.71 (9.23) 4.32 (10.30)

2. STATE OF THE COMPANY'S AFFAIRS AND BUSINESS PROSPECTS:

FY2023 was a milestone year for the Barbeque Nation brand as it crossed the Rs.1,000 crore annual revenue mark. Barbeque Nation isthefirst ever Casual Dining

Restaurant (CDR) chain in India to reach this historic landmark of annual revenue. During the year, the Company continued on its path of strategic diversification in the food services space.

The Company has successfully created multiple levers of growth. Barbeque Nation India dine-in business used to account for 97% (approx.) of the total revenue 6 years back but now additional pillars of growth such as Toscano, international business and delivery business account for almost 25% of the total revenue. Going forward, while Barbeque Nation India business will continue its growth trajectory on a higher base, new verticals are anticipated to grow at a faster clip pace resulting in further diversification of our revenue contribution across these levers of growth.

Medium to long-term growth story of our Company remains intact. Our growth, going forward, will be driven by Same Store Sales Growth (SSSG) and expansion-led growth for Barbeque Nation and Toscano businesses and calibrated growth for international business, coupled with increase in average daily sales of both UBQ and Dum Safar.

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

3. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of business of the

Company during the financial year 2022-23.

4. DIVIDEND:

Your Company has in place a Dividend Distribution Policy for the purpose of declaration and payment of dividend in accordance with the provisions of the Companies Act, 2013 (the "Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"). The Dividend Distribution Policy is available on the website of the Company at https://www.barbequenation. com/corporate-governance-policies. Considering the need to conserve resources for meeting future expansion plans in India and overseas which will contribute to long-term shareholder value, your Board has not recommended any dividend for the financial year 2022-23.

5. AMOUNT CARRIED TO RESERVES:

The details with respect to movement in reserves of the Company for the financial year 2022-23 is available in the Financial Statements, which forms an integral part of the Annual Report.

6. ANNUAL RETURN:

Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return, i.e. Form MGT-7 of the Company for the financial year 2022-23 is available on the website of the Company at https://www.barbeguenation.com/postal-ballot.

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

Your Company has an appropriate mix of Executive, Non-Executive and Independent Directors to maintain

independence of the Board and segregate its functions of governance and management.

As on the date of this report, your Board consists of8 (eight) members, which include 2 (two) Executive Directors, 3 (three) Independent Directors including 1 (one) woman Independent Director and 3 (three) Non-Executive Directors. The Board periodically evaluates the need for change in its composition and size.

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes in the composition of the Board and KMP during the financial year 2022-23 are furnished below:

[si. No. Name

Designation Date of Appointment

1. Mr.TNUnni

Chairman, Non-Executive, Independent Director 09/02/2009

2. Mr. Kayum Dhanani

Managing Director 30/11/2012

3. Mr. Rahul Agrawal

Chief Executive Officer & Whole Time Director 31/12/2020

4. Mr. Raoof Dhanani

Non-Executive Director 01/07/2015

5. Mrs. Suchitra Dhanani

Non-Executive Director 01/07/2015

6. Mr. Abhay Chaudhari”1

Non-Executive, Independent Director 28/02/2017

7. Ms. Revathy Ashok”1

Non-Executive, Independent Director 28/03/2022

8. Mr. Devinjit Singh

Non-Executive Director 31/12/2020

9. Mr. Natarajan Ranganathan”2

Non-Executive, Independent Director 31/12/2020

10. Mr. AmitV Betala”3

Chief Financial Officer 14/01/2020

11. Mr. Anurag Mittal”3

Chief Financial Officer 19/05/2022

12. Mr. AmitV Betala”3

Chief Financial Officer 07/02/2023

13. Ms. Nagamani C Y

Company Secretary & Compliance Officer 21/07/2014

Change in Directors:

a) #1 Directors appointed/re-appointed during the financial year 2022-23:

(i) Mr. Abhay Chintaman Chaudhari has been re-appointed as an Independent Director of the Company for the second term of5 consecutive years with effect from September 6, 2022, pursuant to the resolution passed by the shareholders at the 16th Annual General Meeting held on September 6, 2022; and

(ii) Ms. Revathy Ashok has been appointed as an Independent Director of the Company for a period of 5 consecutive years, pursuant to the approval of shareholders byway of postal ballot which was deemed to be passed on May 28, 2022.

In the opinion of the Board, the Independent Directors appointed/re-appointed during the financial year are persons of integrity and possess relevant expertise and experience. Further, they fulfil the conditions specified under the Act (read with the Rules made thereunder) and SEBI (LODR) Regulations and are independent of the Management.

b) #2 Directors who stepped down from the Board during the financial year 2022-23:

Mr. Natarajan Ranganathan resigned from the office of Independent Directorof the Company with effect from April 16, 2022, citing the reason that he does not have sufficient time to devote to the Board of the Company and further confirmed that there are no material reasons for his resignation.

Change in Chief Financial Officer:

#3 Mr. Amit V Betala resigned from the office of Chief Financial Officer of the Company with effect from May 18, 2022 (dosing hours) and moved to the role of Chief Growth Officer and Mr. Anurag Mittal had been appointed as Chief Financial Officer of the Company with effect from May 19, 2022.

Mr. Anurag Mittal resigned from the office of Chief Financial Officerwith effect from February 6,2023 and Mr. AmitV Betala has been appointed as Chief Financial Officer of the Company with effect from February 7, 2023.

Declaration by Independent Directors:

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

8. BOARD MEETINGS:

4 (four) Board meetings were held during the financial year 2022-23. The maximum gap between any two meetings was within the stipulated time period as prescribed under the Act and SEBI (LODR) Regulations. The full details of meetings of the Board and its Committees are given in the Corporate Governance Report which forms part of the Annual Report.

9. COMMITTEES OF THE BOARD:

As on 31st March 2023, your Board has 5 Committees viz., Audit Committee, Nomination and Remuneration Committee.CorporateSocialResponsibility&Sustainability Committee, Stakeholders' Relationship Committee, and Risk Management Committee. The composition of the Committees, roles and responsibilities and meetings held, as per the applicable provisions of the Act and rules made thereunder, and SEBI (LODR) Regulations, are disclosed separately in the Corporate Governance Report which forms part of the Annual Report.

10. CORPORATE GOVERNANCE REPORT:

The Company has been following and adhering to best governance practices to ensure cultivating a robust value system of integrity, fairness, transparency, accountability and adoption of the highest standards of business ethics that will reap benefits for all stakeholders. The Corporate Governance Report for the FY2023, as reguired under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

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

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion & Analysis Report (MD&A) for the FY2023, as reguired under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Business Responsibility and Sustainability Report (BRSR) for FY2023, as reguired under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the Annual Report.

13. PERFORMANCE EVALUATION OFTHE BOARD:

Performance evaluation of the Board and its Committees is applicable to the Company from the financial year 2021-22, pursuant to listing ofshares of the Company on the stock exchanges.

Your Board has in place a formal mechanism for evaluating its performance as well as that of its Committees and individual Directors, including the Chairperson of the Board. The evaluation was carried out through a structured guestionnaires covering various aspects of the functioning of the Board and its Committees. The detailed

process in which annual evaluation of the performance of the Board and its Committees, Chairperson and individual Directors, including Independent Directors, is disclosed in the Corporate Governance Report which forms part of the Annual Report.

j

14. DIRECTORS' RESPONSIBILITY STATEMENT:

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

the Companies Act, 2013:

a) in the preparation of the annual accounts for the financial year 2022-23, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,2023 and of the Profit and Loss of the Company for that period;

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

r

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

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

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

15. POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

Your Company has adopted Nomination & Remuneration Policy for the purpose of Directors' appointment and remuneration, including criteria for determining gualifications, positive attributes and independence of a Director, in accordance with Section 178(3) of the Act and the rules made thereunder. The said policy is available on the website of the Company at www.barbeguenation. com/corporate-governance-policies.

16. LOANS, GUARANTEES AND INVESTMENTS:

Particulars of loans granted, guarantees given and investments made by the Company, pursuant to section 186 of the Act and the rules made thereunder, for the financial year 2022-23 are provided in the Financial Statements, which forms an integral part of the Annual Report.

17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year 2022-23 with its related parties were in the ordinary course of business and on arm's length basis. All Related Party Transactions (RPTs) were placed before the Audit Committee for its prior approval.

During the financial year 2022-23, the Company has not entered into any materially significant transaction that reguires the approval of shareholders under Regulation 23 of SEBI (LODR) Regulations or Section 188 of the

Act. Disclosures on Related Party Transactions under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2, is not applicable to the Company for the financial year 2022-23 and accordingly, the said form is not enclosed in this report. Details of Related Party Transactions are provided in the form of Notes to Financial Statements (both Standalone and Consolidated), as per the applicable Accounting Standards.

The Policy on RPTs, as approved by the Board, is available on the Company's website at https://www.barbeguenation. com/corporate-governance-policies.

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital:

Authorized/Nominal Share Capital as on March 31,2023:

of equity shares Face value (in Rs.)

Amount (in Rs.)

6,00,00,000 5

30,00,00,000

The Company has only one class of Equity Shares.

Issued, Subscribed and Paid-up Share Capital and changes therein during the financial year 2022-23:

 

No. of shares Amount (in Rs.)

Issued, Subscribed and Paid-up Share Capital at the beginning of the financial year 2022-23 Shares issued during the financial year 2022-23#

3,89,09,166

69,235

19,45,45,830

3,46,175

Issued, Subscribed and Paid-up Share Capital at the end of the financial year 2022-23

3,89,78,401 19,48,92,005

#Details of shares issued during the financial year 2022-23:

Date of allotment

No. of shares allotted Mode of issue/allotment

1. May 18, 2022

31,644 Employee Stock Option Plan (ESOP)

2. August 1,2022

703 Employee Stock Option Plan (ESOP)

3. October 22, 2022

9,234 Employee Stock Option Plan (ESOP)

4. December 19, 2022

22,583 Employee Stock Option Plan (ESOP)

5. February 7, 2023

5,071 Employee Stock Option Plan (ESOP)

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

B. Other Disclosures on Share Capital:

Particulars

Disclosures

Buy Back of Securities

The Company has not bought back any of its securities during the financial year 2022-23.

Issue of Sweat Equity Shares

The Company has not issued any sweat equity shares during the financial year 2022-23.

Issue of Bonus Shares

No bonus shares were issued during the financial year 2022-23.

Issue of Equity Shares with Differential Rights

The Company has not issued any equity shares with differential rights during the financial year 2022-23.

19. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Sections 124 and 125 of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), the amount in the Unpaid Dividend Account, the application money received for allotment of any securities and due for refund, principal amount of matured deposits and debentures and interest accrued thereon, redemption amount of preference shares, etc., remaining unclaimed and unpaid fora period of7 (seven) years from the date it became due for payment by the Company shall be transferred to the Investor Education and Protection Fund (IEPF) established by the Central

Government. In addition, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more shall be transferred by the Company to IEPF, pursuant to section 124(6) of the Act and the rules made thereunder.

During the financial year 2022-23, dividend of Rs. 200/-, which was declared for the financial year 2018-19, was transferred to the shareholder from the unclaimed dividend account.

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

20. EMPLOYEE STOCK OPTION SCHEME:

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

• Material changes made in the ESOP Schemes during the financial year 2022-23:

ESOP Plan 2015:

At the 16th Annual General Meeting held on September 6, 2022, shareholders approved the transfer of 5,00,000 ESOPs from ESOP Plan 2015 to ESOP Plan 2022 and consequent to the said transfer, the pool size of ESOP Plan 2015 has been reduced from 20,00,000 ESOPs to 15,00,000 ESOPs.

ESOP Plan 2022:

• At the 16th Annual General Meeting held on September 6, 2022, shareholders approved the adoption of a new Employee Stock Option Scheme called ‘Barbeque Nation Hospitality Limited - Employees Stock Option Plan 2022'. The pool size of the ESOP Plan 2022 is 5,00,000 ESOPs, which were transferred from ESOP Plan 2015.

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

The disclosures as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, is available on the website of the

C. Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings:

Company at https://www.barbequenation. com/postal-ballot.

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

A. Conservation oF Energy:

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

Your Company is engaged in the business of running restaurants and is notinvolved in operating industrial machinery, production centers or other such energy intensive activities. However, the Company uses and manages its energy requirements prudently and is adopting and implementing appropriate energy conservation measures at every possible step.

The Company has been working efficiently to conserve energy used across all its restaurants and office premises. Major steps taken by the Company towards energy conservation are as follows:

• The Company is using LED lighting system to ensure that consumption of energy is at minimal levels in its operations.

• The Company has installed Variable-Frequency Drives (VFDs) to reduce electricity consumption by kitchen exhaust and ventilation system at the restaurant level.

• The Company is in the process ofimplementing energy management system for AC units and refrigerators to monitor energy usage.

(ii) the steps taken by the company For utilising alternate sources oF energy:

Nil

(iii) the capital investment on energy conservation equipments:

Nil

B. Technology Absorption:

Your Company believes that technology plays a key role in this digital day and age. The Company is thus embracing and utilizing technology at every possible step.

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

Foreign Exchange Outgo (on CIFvalue basis):

(Amount in Rs. million)

Particulars

year 2022-23 year 2021-22

Import of Capital Goods

20.59 20.61

Import of Raw Materials

157.96 119.77

Total

178.55 140.38

22. RISK MANAGEMENT POLICY:

The business and financial risk of the Company are akin to any other company in the same line of business. Towards this extent, your Board has constituted a Risk Management Committee and has adopted a Risk Management Policy to manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on prevalent opportunities. The robust enterprise risk management framework enables the Company to identify and evaluate business risk opportunities and this framework seeks to create transparency, mitigate adverse impacts on business objectives, and enhance the Company's competitive edge.

23. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

The Annual Report on CSR activities for the financial year 2022-23, as reguired under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed in this report as Annexure-2.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

Your Company has an internal control system which is commensurate with the size, scale and complexity of its operations. Internal controls in the Company have been designed to further the interest of all stakeholders by providing an environment that is facilitative to conduct its operations and to take care of, inter-alia, financial, business and other operational risks with emphasis on integrity and ethics as a part of the work culture.

Pursuant to Section 138 of the Act and the rules made thereunder and resolution passed by the Board at its meeting held on May 24, 2021, M/s. Ernst & Young LLP (E&Y), Chartered Accountants, were appointed as Internal Auditors of the Company for a period of 8 guarters, i.e. for the financial year 2021 -22 and 2022-23.

Considering the completion of the term of appointment by E&Y, the Board approved the appointment of Mr. Mukunth Jeyasingh, Plead - Internal Audit, as an Internal Auditor of the Company for conducting internal audit of first guarterof financial year 2023-24.

The scope and authority of the internal audit is defined by the Audit Committee. The Internal Auditor monitors and evaluates the efficacy and adeguacy of internal control system in the Company and its compliance with accounting procedures, financial reporting and policies at all locations of the Company. Based on the report of internal audit, process owners undertake corrective actions, if any, in their respective areas and thereby strengthen the controls.

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

25. PROHIBITION OF INSIDER TRADING:

In compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted a ‘Code of Conduct for Prevention of Insider Trading' and ‘Code for Fair Disclosure of Unpublished Price Sensitive Information'. The said Codes are available on the Company's website at www.barbeguenation.com/ corporate-governance-policies.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

The said policy is available on the website of the Company at https://www.barbeguenation.com/ corporate-governance-policies.

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

Disclosures in relation to remuneration of Directors, Key Managerial Personnel and employees as reguired under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure-3.

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

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

In terms of proviso to Section 135(1) of the Act, the Board's Report and Financial Statements are being sent

to the Shareholders, excluding the aforesaid information. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary at compliances barbequenation.com. The said information is also open for inspection at the registered office of the Company during the working hours.

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

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

Type of Company

Name Country of Incorporation % of Shareholding held by the Company

Holding Company

The Company is not subsidiary to any other Company NA NA

Subsidiaries

Red Apple Kitchen Consultancy Private Limited India 78.22%

Wholly Owned Subsidiaries

Barbeque Nation Mena Holding Limited (BBO Mena) Dubai 100%
Barbeque Nation Holdings Private Limited Mauritius 100%
Barbeque Nation Restaurant LLC Dubai BBO Mena holds 100%

Step Down Subsidiaries

Barbeque Nation (Malaysia) SDN. BHD. Malaysia BBO Mena holds 100%
Barbeque Nation International LLC Oman BBO Mena holds 49%#
Barbeque Nation Bahrain W.L.L Bahrain BBO Mena holds 99%#

Associate Companies /Joint Ventures

Nil NA NA

#0n the basis of voting rights and control, BBO Mena has 100% control

• Salient features of the financial statements, including performance and financial position ofSubsidiaries of the Company for the financial year 2022-23 are given in Form AOC-1 which is annexed to this report as Annexure-4. Your Company has in place a policy for Determining Material Subsidiaries and the said policy is available on the website of the Company at https://www,barbequenation. com/corporate-governance-policies.

• Pursuant to the provisions of Section 136 of the Act, separate audited financial statements of the subsidiaries are available on the website of the Company at https:// www.barbequenation.com/investor.

• Subsidiaries which are yet to commence business operations:

As on the date of this report, Barbeque Nation Bahrain W.L.L is in the process of incorporation.

• Subsidiaries wound-up/ceased during the financial year 2022-23:

Barbeque Nation Kitchen LLC, which had not commenced its business operation, has been wound-up during the financial year 2022-23.

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

29. AUDITORS AND AUDITOR'S REPORT:

A. STATUTORY AU DITORS:

Pursuant to the provisions of Section 139(2) of the Companies Act, 2013, M/s. Deloitte Flaskins & Sells, Chartered Accountants (ICAI Firm Registration No. 008072S), were re-appointed as Statutory Auditors of the Company for the second term of 5 (five) consecutive years at the 12th Annual General Meeting held on June 4, 2018 and will hold office until the conclusion of 17th Annual General Meeting.

m

The Auditors' Report, read together with Annexure referred to in the Auditors' Report for the financial year ended March 31, 2023, do not contain any qualification, reservation, adverse remark or disclaimers.

Further, the Statutory Auditors have not reported any frauds in terms of Section 143(12) ofthe Act during the financial year 2022-23 and hence, the details which are required to be disclosed under Section 13 4(3)(ca) ofthe Act are not applicable.

B. SECRETARIAL AUDITOR:

Mr. Vijayakrishna K T, Practising Company Secretary,

Bengaluru, was appointed as Secretarial Auditor of the Company for the financial year 2022-23 by the Board at its meeting held on February 7, 2023. The Secretarial Audit Report for the financial year 2022-23 received from Mr. Vijayakrishna K T in Form MR-3 is enclosed to this report as Annexure-5. The report does not contain any qualifications, reservations, adverse remarks or disclaimers.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Flarassment Policy in line with the requirements of the Sexual Flarassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 (POSFH Act).

The Company has constituted Internal Complaints

Committee (ICC) to redress the sexual harassment complaints. The constitution and composition of the ICC is in accordance with the POSH Act.

Following is the summary of sexual harassment complaints received and disposed-offdurinq the financial year 2022-23:

I Particulars

No. of complaints j

No. of complaints pending at the beginning of the financial year

0

No. of complaints received during the financial year

2

No. of complaints disposed-off during the financial year

2

No. of complaints pending as at the end of the financial year

0

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

31. SECRETARIAL STANDARDS:

During the financial year 2022-23, your Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

32. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:

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

33. MATERIAL CHANGES & COMMITMENTS:

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

34. OTHER DISCLOSURES:

I Disclosures

Board's Comment B

The Company has not accepted any deposits within the meaning of Chapter V of the Companies

Deposits

Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the financial year 2022-23. Hence, the disclosures as required under Rule 8(5)(v) of the Companies (Accounts) Rule, 2014 are not applicable.

Debentures

The Company has not issued any debentures during the financial year 2022-23.

Insolvency and

During the financial year 2022-23, no application was made or any proceeding is pending under

Bankruptcy Code, 2016

the Insolvency and Bankruptcy Code, 2016.

One-Time Settlement with the

During the financial year 2022-23, your Company has not entered into any One-Time Settlement

banks and financial institutions

with banks or financial institutions.

Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not applicable to the Company.

Details of significant and material

During the financial year 2022-23, no significant or material orders were passed by any regulators

orders passed by the regulators or courts or tribunals impacting the going concern status and company's operation in future

or courts or tribunals which impact the going concern status and operations in the future.

During the financial year 2021-22, the Company had raised Rs.180 crores and Rs.99.99 crores from the Initial Public Offer (IPO) and Preferential Issue, respectively, and the said proceeds have been

Statement of Deviation(s)

completely utilized as at March 31,2023.

orVariation(s)

Your Board hereby confirms that there were no deviation(s) or variation(s) in the utilization of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable.

35. ACKNOWLEDGEMENTS:

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

We look forward to the continued support and cooperation of all ourstakeholders.

For and on behalFoFthe Board oF Directors
Kayum Razak Dhanani T. N. Unni

Place: Bengaluru

Managing Director Chairman & Independent Director

Date: May 27, 2023

DIN: 00987597 DIN: 00079237