Your Directors have pleasure in presenting the 19^th (Nineteenth) Annual Report of the Company, together with the Audited
Standalone and Consolidated Financial Statements for the Financial Year ended March 31, 2025 (hereinafter referred to
as "FY2025").

1. FINANCIAL SUMMARY OR HIGHLIGHTS:

‘Including share of Profit of Associate amounting to Rs.0.59 million.

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

In FY2025, the Company continued to strengthen its
strategic focus on diversifying business operations
through both organic and inorganic growth avenues,
aiming to enhance long-term value creation and market
reach.

The Company has entered into a Share Subscription
Agreement and a Shareholders' Agreement to acquire
up to 51% equity share capital in Willow Gourmet Private
Limited (hereinafter "WGPL"). WGPL is engaged in the
business of delivering ice cream under the brand 'Omm
Nom Nomm', primarily through online delivery channels.
This acquisition is expected to strengthen the Company's
existing delivery portfolio.

These initiatives reflect the Company's commitment
to innovation, market responsiveness, and sustained
business growth across geographies and formats.

In FY2025, the Company reported consolidated operating
revenue of Rs.1,233 crores, reflecting a decline of 1.7%
compared to previous year. The subsidiaries of the
Company continued to perform well, contributing 21% to
the consolidated revenue.

The Indian Subsidiaries, which operates premium brands
i.e., Toscano and Salt, collectively recorded revenue of
Rs.160 crores and, accounted for 13% of the consolidated
revenue. Their pre Ind-AS restaurant operating margin
stood at 17.6%.

The Overseas Subsidiaries also maintained strong
performance, with the revenue of Rs.97 crores
contributing 8% to the consolidated revenue. Their pre
Ind-AS restaurant operating margin was 25.5%.

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 2024-25.

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
(hereinafter referred to as “the Act”) and the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter
referred to as “the SEBI (LODR) Regulations”). The
Dividend Distribution Policy is available on the website
of the Company at https://www.barbRquenation.com/
investors.

The Board has not recommended any dividend for the
FY2025.

5. AMOUNT CARRIED TO RESERVES:

The Company has not transferred any amount to
the general reserve in FY2025. Details regarding the
movement in other reserves and retained earnings for
FY2025 are provided 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 FY2025 is available on the
website of the Company at https://www.barbequenation.
com/investors.

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

Your Company has a mix of Executive, Non-Executive
and Independent Directors ensuring the Board's
independence and the clear segregation of governance
and management functions.

As on the date of this report, your Board consists of 8 (eight)
members, which includes 2 (two) Executive Directors, 3
(three) Independent Directors including 1 (one) woman
Independent Director, 3 (three) Non-Executive Directors
including one woman Director.

The composition of the Board of Directors, Key Managerial Personnel (KMP) and changes therein for the FY2025
are furnished below:

Changes in Directors:

Directors appointed/re-appointed during the
FY2025:

#2 Mr. Abhay Chintaman Chaudhari, Independent
Director, was appointed as Chairman of the Company
and the Board, pursuant to the resolution passed by the
Directors in their meeting held on July 31, 2024, and the
appointment is effective from August 12, 2024.

#3 Mr. Kayum Razak Dhanani was re-appointed as
Managing Director of the Company for a period of 5 years
with effect from March 4, 2025, pursuant to the resolution
passed by the Directors in their meeting held on February
3, 2025 and the same was approved by the shareholders
through postal ballot on March 26, 2025.

#4 Mr. Ajay Nanavati Vipin was appointed as an
Independent Director of the Company, pursuant to the
resolution passed by the Directors at their Meeting held
on May 23, 2024 and the same was approved by the
Shareholders in the 18^th Annual General Meeting held on
August 6, 2024.

Directors retired/resigned during the FY2025:

#1 Mr. T N Unni, Chairman and Independent Director,
retired from the Board of the Company consequent upon
the completion of his term of appointment with effect
from August 11, 2024.

#5 Mr. Devinjit Singh, Non-Executive Director, resigned
from the office of Director of the Company with effect
from February 3, 2025.

Directors resigned after the end of the FY2025:

#4 Mr. Ajay Nanavati Vipin resigned from the Board of the
Company with effect from the closing business hours of
May 22, 2025, citing that the Company's strategies were
not aligned with his expertise and that he was therefore
unable to contribute effectively. He further confirmed that
there were no other material reasons for his resignation,
apart from those stated above.

Declaration by Independent Directors:

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

8. BOARD MEETINGS:

4 (four) Board meetings were held during the FY2025. The
maximum gap between any two meetings was within the
stipulated time period as prescribed under the Act and the
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 March 31, 2025, your Board has 6 Committees
viz., Audit Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility &
Sustainability Committee, Stakeholders' Relationship
Committee, Risk Management Committee and Investment
Committee. The composition of the Committees, roles &
responsibilities and meetings held, as per the applicable
provisions of the Act and rules made thereunder, and the
SEBI (LODR) Regulations, are disclosed separately in the
Corporate Governance Report, which forms part of the
Annual Report.

During the FY2025, the Audit Committee, and Nomination
& Remuneration Committee were re-constituted by the
Board in its meeting held on July 31, 2024, and Investment
Committee was constituted pursuant to the resolution
passed by the Directors in their meeting held on February
3, 2025.

10. CORPORATE GOVERNANCE REPORT:

The Company diligently follows and adheres to best
governance practices, cultivating a robust value system
centered on five guiding principles viz., stewardship,
transparency, accountability, integrity, and adherence to
Environmental, Social, and Governance (ESG) principles.
These principles are designed to benefit all stakeholders.
The Corporate Governance Report for the FY2025, 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 the
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 FY2025, 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 the FY2025, as required under Regulation 34 of the
SEBI (LODR) Regulations, forms part of the Annual Report.

13. PERFORMANCE EVALUATION OF THE
BOARD:

Your Board has implemented a formal mechanism
for evaluating its performance, along with that of its
Committees and individual Directors, including the
Chairperson of the Board. This evaluation is conducted
through a structured questionnaire covering various
aspects of the Board and Committees' functioning. The
detailed process for the annual evaluation of the Board's
performance, 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 Act:

a) in the preparation of the annual accounts for the
financial year 2024-25, 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, 2025 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 appointment of Directors, Key
Managerial Personnel and Senior Management Personnel,
and payment of remuneration to them, 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
https://www.barbRquRnation.com/investors.

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
FY2025 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 FY2025 with its related parties
were conducted in the ordinary course of business and
on arm's length basis. These Related Party Transactions
(RPTs) were subject to prior approval of the Audit
Committee.

During the FY2025, the Company has not entered into
any materially significant related party transaction that
requires the approval of Shareholders under Regulation 23
of the SEBI (LODR) Regulations or Section 188 of the Act.
Disclosures on RPTs 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 FY2025 and accordingly, the said form is not
enclosed to this report. Details of RPTs 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.
barbRquRnationÝCom/invRstorsÝ

18. SHARE CAPITAL:

A. Authorized and Paid-up Share Capital:
Authorized/Nominal Share CaDital as on March 31, 2025:

The Company has only one class of Equity Shares.

Issued, Subscribed and Paid-up Share Capital and changes therein during the FY2025:

"Details of shares issued during the FY2025:

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

P Hthor nicrlncnrpc on Chare (tanital¹

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”), any 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 of
its due for payment by the Company shall be transferred
to the Investor Education and Protection Fund (IEPF)
established by the Central Government. Additionally, the
shares on which dividend has not been paid or claimed
by the shareholders for 7 (seven) consecutive years or
more shall also be transferred to IEPF, pursuant to Section
124(6) of the Act and the rules made thereunder.

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.

• The certificate from the Secretarial Auditor of the
Company stating that the ESOP Plan 2015 and ESOP
Plan 2022 have been implemented in accordance
with the 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 the SEBI (Share
Based Employees Benefits and Sweat Equity)
Regulations, 2021, is available on the website of
the Company at https://www.barbequenation.com/
investors.

• The Company has not amended/modified ESOP
Plans during the FY2025.

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:

The Company continuously strives to improve the energy
efficiency and has implemented energy conservation
measures across all its operations.

The Company has taken significant steps towards energy
conservation, including:

• Implementation of LED lighting systems to minimize
energy consumption during operations.

• Deployment of an loT-based Electricity Management
system, featuring Variable Frequency Device (VFD)
panels in new outlets. These panels automatically

detect power requirements and accordingly optimize
equipment operations to conserve power.

• Ongoing efforts to implement an energy management
system for AC units and refrigerators to monitor and
optimize energy usage.

These measures reflect the Company's commitment to
sustainability and responsible resource management.

(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:

Technology plays a pivotal role in today's digital era and
the Company recognizes its significance. The Company
is committed to embrace and utilize technology at
every possible step to enhance its operations and stay
competitive.

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:

‘Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.
Foreign Exchange Outgo (on CIF value basis):

22. RISK MANAGEMENT POLICY:

The business and financial risks faced by the Company are akin to any other company in the same line of business.
To address these risks, your Board has constituted a dedicated Risk Management Committee and implemented a
comprehensive Risk Management Policy.

This policy aims to manage uncertainty and adapt to changes in both internal and external environment, thereby
minimizing negative impacts and maximizing opportunities. The robust enterprise risk management framework enables
the Company to identify and evaluate business risks and opportunities transparently.

By mitigating adverse impacts on business objectives
and enhancing the Company's competitive edge, this
framework strengthens the Company's ability to navigate
challenges and capitalize on emerging opportunities.

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.
barbRquRnation.com/investors. Further, details of CSR
Committee and its roles and responsibilities are disclosed
in the Corporate Governance Report, which forms part of
the Annual Report.

The Company is not required to make any CSR contribution
for the FY2025 as its average net profits for 3 immediate
preceding financial years is nil and has average net loss.

The Annual Report on CSR activities for the FY2025, as
required under Rule 8 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 is enclosed to 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, with a focus on promoting the interest of all
stakeholders. This system aims to facilitate operations
while managing financial, business, and operational risks,
prioritizing integrity and ethics within the organizational
culture.

Pursuant to Section 138 of the Act and the rules made
thereunder and resolution passed by the board in its
meeting held on September 27, 2023, Messrs. Deloitte
Touche Tohmatsu India LLP were appointed as an Internal
Auditor of the Company for conducting internal audit for
the period from July 1, 2023 to December 31, 2026.

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, ensuring compliance with the
accounting procedures, financial reporting standards,
and policies across all locations of the Company. Based
on the internal audit reports, process owners undertake
corrective actions, wherever necessary, within their
respective areas to 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:

In compliance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has adopted
'Code of Conduct for Prevention of Insider Trading'
for regulating, monitoring and reporting of trading in
Securities of the Company by the Designated Persons
(DPs) and their immediate relatives, and 'Code for Fair
Disclosure of Unpublished Price Sensitive Information' for
fair disclosure of Unpublished Price Sensitive Information
(UPSI) to the Stock Exchanges on a continuous basis
and in a timely manner in order to ensure that such
information is generally available to all the stakeholders on
a non-discriminatory basis. The Code for Fair Disclosure
is available on the Company's website at https://www.
barbRquRnationÝCom/invRstorsÝ

26. VIGIL MECHANISM/WHISTLE BLOWER
POLICY:

Pursuant to Section 177 of the Act and the rules made
thereunder and the 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 UPSI, 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://wwwÝbarbRquRnationÝCom/invRstorsÝ

27. REMUNERATION TO DIRECTORS,

KEY MANAGERIAL PERSONNEL AND
EMPLOYEES:

Disclosures in relation to remuneration paid to 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 in the Corporate Governance Report which
forms part of the Annual Report.

The statement and particulars of the 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. However, 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 Comoanv are furnished below:

#¹ During the FY2025, the Company has acquired additional
6.62% stake in Red Apple Kitchen Consultancy Private
Limited (“Red Apple”) from existing shareholders of Red
Apple. Consequent to the said acquisition. the Company
holds 89.05% stake (earlier 82.43%) in Red Apple.

#² Pursuant to the approval of the Registrar of Companies.
Mauritius, Barbeque Nation Holdings Pvt Ltd has been
removed (struck-off) from the Register under Section 308
of the Mauritius Companies Act, 2001 with effect from
December 2. 2024.

#³ On the basis of voting rights and control. BBQ Mena has
100% control over the step down subsidiaries.

#⁴ Barbeque Nation Lanka (Pvt) Ltd was incorporated on
August 21. 2024.

#⁵ BBQ Mena had subscribed to the Memorandum of
Association/Constitution of Barbeque Nation Saudi Arabia
Limited on February 4. 2025 and it was approved by the
Ministry of Commerce. Kingdom of Saudi Arabia.

^#6 On February 3. 2025. the Company executed Share
Subscription Agreement and Shareholders' Agreement to

acquire upto 51% of equity share capital of Willow Gourmet
Private Limited and further. the Company has partly
completed the aforesaid acquisition and has acquired
42.36% on March 11. 2025.

• Salient features of the financial statements, including
performance and financial position of Subsidiaries of
the Company for the financial year 2024-25 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.barbRquRnation.com/investors.

• Pursuant to the provisions of Section 136 of
the Act and Regulation 46 of the SEBI (LODR)
Regulations, separate audited financial statements
of the subsidiaries are available on the website of
the Company at https://www.barbequenation.com/
investors.

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 Act, the Shareholders, in the 17^th Annual General Meeting (AGM) held on
September 25, 2023, have approved the appointment of Messrs. S.R. Batliboi & Associates LLP, Chartered Accountants
(Firm Registration Number: 101049W/E300004), as Statutory Auditors of the Company for a period of 5 consecutive
years from the conclusion of 17^th AGM until the conclusion of 22^nd AGM of the Company.

The Auditors' Report, read together with Annexure referred to in the Auditors' Report for the financial year ended March
31, 2025, 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 2024-25 and hence, the details which are required to be disclosed under Section 134(3)(ca) of the Act are not
applicable.

B. Secretarial Auditor:

The Board in its meeting held on February 3, 2025 has approved the appointment of Mr. Vijayakrishna K T, Practising
Company Secretary (FCS No: 1788; C.P. No: 980), Bengaluru, as Secretarial Auditor of the Company for conducting
Secretarial Audit for the financial year 2024-25. The Secretarial Audit Report of the Company and Red Apple Kitchen
Consultancy Private Limited, an Indian material subsidiary of the Company, for the financial year 2024-25 are enclosed to
this report as Annexure-5. The reports do 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 (hereinafter referred to as “the 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-off during the FY2025:

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

31. SECRETARIAL STANDARDS:

During the FY2025, your Company has duly 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. DISCLOSURE BY LARGE CORPORATES:

With reference to Regulation 50B of the SEBI (Issue and
Listing of Non-Convertible Securities) Regulations, 2021
read with the SEBI Operational Circular No. SEBI/HO/
DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as
on April 13, 2022) and SEBI Circular No. SEBI/HO/DDHS/
DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023,
as amended from time to time, on issue and listing of
Non-convertible Securities, Securitised Debt Instruments,
Security Receipts, Municipal Debt Securities and
Commercial Paper, we hereby confirm that the Company
is not a “Large Corporate” as on March 31, 2025 or in the
previous financial years in terms of the applicability criteria
mentioned in clause 1.2 of Chapter XII of the of the SEBI
Operational Circular.

Hence, the requirement of raising minimum 25% of
the incremental borrowings in a financial year through
issuance of debt securities is not applicable to the
Company.

35. OTHER DISCLOSURES:

36. 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 anticipate and value the continued support and co-operation of all our stakeholders.

For and on behalf of the Board of Directors

Place: Bengaluru Kayum Razak Dhanani Abhay Chintaman Chaudhari

Date: May 22, 2025 Managing Director Chairman & Independent Director

DIN: 00987597 DIN: 06726836