To

The Members

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").

(Amount in Rupees millions, except per share data)

amounting to Rs.0.59 million. *IncludingshareofProfit

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.

There was no change in the nature of business of the

Company during the financial year 2024-25.

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.barbequenation.com/ investors.

The Board has not recommended any dividend for the FY2025.

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.

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.

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, (three) Independent Directors including 1 (one) woman Independent Director, 3 (three) Non-Executive Directors including one woman Director.

#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.

#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 from February 3, 2025.

#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 there were no other material reasons for his resignation, apart from those stated above.

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.

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.

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.

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.

Management Discussion & Analysisthat 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.

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.

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.

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 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.

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.barbequenation.com/investors.

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.

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. barbequenation.com/investors.

The Company has only one class of Equity Shares.

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

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 required to transfer any amount to the IEPF.

? 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 and its Subsidiaries.

· The certificate from

Company stating that the ESOP Plan 2015 and ESOP Plan 2022 have been implemented in accordance with the SEBI (Share Based Employees Benefitsand

Sweat Equity) Regulations, 2021 and in accordance with the resolutions passed by Shareholders of the CompanythattheCompanyisnot 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.

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 IoT-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.

Nil

Nil

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.

(Amount in Rs. million)

*Foreign inward remittance received through international cards against the sale of food & beverages at restaurants.

(Amount in Rs. million)

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.

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/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 profitsfor 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.

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.

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. barbequenation.com/investors.

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://www.barbequenation.com/investors.

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.

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