BOARDS REPORT

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:

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 is the first 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.barbequenation.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:

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 required 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 required under Regulation 34 read with
Schedule V of the SEBI (LODR) Regulations, forms part of
the Annual Report.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

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

13. PERFORMANCE EVALUATION OF THE BOARD:

Performance evaluation of the Board and its Committees
is applicable to the Company from the financial year
2021-22, pursuant to listing of shares 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 questionnaires 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.

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) i n 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 adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

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

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

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

15. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION:

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

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital:

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

B. Other Disclosures on Share Capital:

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 for a period of 7 (seven)
years from the date it became due for payment by the
Company shall be transferred to the Investor Education
and Protection Fund (IEPF) established by the Central

Government. 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
required to transfer any amount to the IEPF.

20. EMPLOYEE STOCK OPTION SCHEME:

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

• 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

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 not involved 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 hasinstalled 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.

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

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.barbequenation.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 required 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 quarters, 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, Head - Internal Audit, as an
Internal Auditor of the Company for conducting internal
audit of first quarter of 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 adequacy 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 adequate and
operating effectively.

25. PROHIBITION OF INSIDER TRADING:

I n 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.barbequenation.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 adequate safeguards against victimization
of director(s) or employee(s) or any other person who
avails the mechanism.

The said policy is available on the website of the
Company at https://www.barbequenation.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 required
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 136(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 compliance@
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 of subsidiaries, associate companies and joint ventures of the Company are furnished below:

• Salient features of the financial statements, including
performance and financial position of Subsidiaries 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 AUDITORS:

Pursuant to the provisions of Section 139(2) of the
Companies Act, 2013, M/s. Deloitte Haskins & 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 12 th Annual General Meeting held on June 4, 2018
and will hold office until the conclusion of 17 th Annual
General Meeting.

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) of the Act during the
financial year 2022-23 and hence, the details which are
required to be disclosed under Section 134(3)(ca) of the
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 Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act).
The Company has constituted Internal Complaints

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

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

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:

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 our stakeholders.

For and on behalf of the Board of Directors

Kayum Razak Dhanani T. N. Unni

Place: Bengaluru Managing Director Chairman & Independent Director

Date: May 27, 2023 DIN: 00987597 DIN: 00079237