A provision is recognised when the Company has apresent obligation (legal or constructive) as a result ofpast event, it is probable that an outflow of resourcesembodying economic benefits will be required to settlethe obligation and a reliable estimate can be made of theamount of the obligation. These estimates are reviewedat each reporting date and adjusted to reflect the currentbest estimates. If the effect of the time value of money ismaterial, provisions are discounted using a current pre¬tax rate that reflects, when appropriate, the risks specificto the liability. When discounting is used, the increase inthe provision due to the passage of time is recognised asa finance cost.
A contingent liability is a possible obligation that arisesfrom past events whose existence will be confirmed by theoccurrence or non-occurrence of one or more uncertainfuture events beyond the control of the Company or apresent obligation that is not recognized because it is notprobable that an outflow of resources will be required tosettle the obligation. A contingent liability also arises inextremely rare cases where there is a liability that cannotbe recognized because it cannot be measured reliably.The Company does not recognize a contingent liabilitybut discloses its existence in the financial statements.
Contingent assets are not recognised and are disclosedonly where an inflow of economic benefits is probable.
The Company recognizes a liability to make paymentof dividend to owners of equity when the distributionis authorized and is no longer at the discretion of theCompany and is declared by the shareholders. Acorresponding amount is recognized directly in equity.
The Company measures financial instruments at fairvalue at each balance sheet date.
Fair value is the price that would be received to sell anasset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date.The fair value measurement is based on the presumptionthat the transaction to sell the asset or transfer the liabilitytakes place either:
• In the principal market for asset or liability, or
• In the absence of a principal market, in the mostadvantageous market for the asset or liability.
The principal or the most advantageous market must beaccessible by the Company.
The fair value of an asset or a liability is measured usingthe assumptions that market participants would usewhen pricing the asset or liability, assuming that marketparticipants act in their economic best interest.
A fair value measurement of a non-financial asset takesinto account a market participant's ability to generateeconomic benefits by using the asset in its highest andbest use or by selling it to another market participant thatwould use the asset in its highest and best use.
The Company uses valuation techniques that areappropriate in the circumstances and for which sufficientdata are available to measure fair value, maximising theuse of relevant observable inputs and minimising the useof unobservable inputs.
All assets and liabilities for which fair value is measuredor disclosed in the financial statements are categorisedwithin the fair value hierarchy, described as follows, basedon the lowest level input that is significant to the fair valuemeasurement as a whole:
Level 1- Quoted (unadjusted) market prices in activemarkets for identical assets or liabilities.
Level 2- Valuation techniques for which the lowest levelinput that is significant to the fair value measurement isdirectly or indirectly observable.
Level 3- Valuation techniques for which the lowest levelinput that is significant to the fair value measurement isunobservable.
For assets and liabilities that are recognised in thefinancial statements on a recurring basis, the Companydetermines whether transfers have occurred betweenlevels in the hierarchy by re-assessing categorisation(based on the lowest level input that is significant to thefair value measurement as a whole) at the end of eachreporting period.
For the purpose of fair value disclosures, the Companyhas determined classes of assets and liabilities on thebasis of the nature, characteristics and risks of the assetor liability and the level of the fair value hierarchy asexplained above.
• Short-term obligations
Liabilities for wages and salaries, including non¬monetary benefits that are expected to be settledwholly within twelve months after the end of theperiod in which the employees render the relatedservice are recognized in respect of employeeservice upto the end of the reporting period andare measured at the amount expected to be paidwhen the liabilities are settled. The liabilities arepresented as current employee benefit obligationsin the balance sheet.
The Employee's Gratuity Fund Scheme, whichis defined benefit plan, is managed by Trustmaintained with SBI Life Insurance CompanyLimited. The liabilities with respect to Gratuity Planare determined by actuarial valuation on projectedunit credit method on the balance sheet date,based upon which the Company contributes tothe Company Gratuity Scheme. The difference, ifany, between the actuarial valuation of the gratuityof employees at the year end and the balance offunds with SBI Life Insurance Company Limited isprovided for as assets/ (liability) in the books. Netinterest is calculated by applying the discount rateto the net defined benefit liability or asset. Futuresalary increases and pension increases are basedon expected future inflation rates for the respectivecountries. Further details about the assumptionsused, including a sensitivity analysis, are given inNote 36.
The Company recognises the following changes inthe net defined benefit obligation under Employeebenefit expense in statement of profit or loss:
• Service costs comprising current servicecosts, past-service costs, gains and losses oncurtailments and non-routine settlements
• Net interest expense or income
Remeasurements, comprising of actuarialgains and losses, the effect of the asset ceiling,excluding amounts included in net interest onthe net defined benefit liability and the return onplan assets (excluding amounts included in netinterest on the net defined benefit liability), arerecognised immediately in the Balance Sheet witha corresponding debit or credit to retained earningsthrough OCI in the period in which they occur.Remeasurements are not reclassified to profit orloss in subsequent periods.
Certain employees of the Company are alsoparticipants in the superannuation plan ('the Plan'), adefined contribution plan. Contribution made by theCompany to the plan during the year is charged toStatement of Profit and Loss.
The Company contributes to the provident fundscheme for its eligible employees.
The Provident Fund scheme is a definedcontribution plan. The Company recognisescontribution payable to the provident fund schemeas an expense, when an employee renders therelated service.
• Other long-term employee benefit obligation
Accumulated leaves which is expected to be utilizedwithin next 12 months is treated as short termemployee benefit. The Company measures theexpected cost of such absences as the additionalamount that it expects to pay as a result of theunused entitlement and discharge at the year end.
Liabilities recognised in respect of other long-termemployee benefits are measured at the presentvalue of the estimated future cash outflows expectedto be made by the Company in respect of servicesprovided by employees up to the reporting date.
Employees (including senior executives) of theCompany receive remuneration in the form of share-based payments, whereby employees renderservices as consideration for equity instruments(equity-settled transactions).
The cost of equity-settled transactions isdetermined by the fair value at the date when thegrant is made using an appropriate valuation model.
That cost is recognised, togetherwith a correspondingincrease in share-based payment (SBP) reserves inequity, over the period in which the performance and/or service conditions are fulfilled in employee benefitsexpense. The cumulative expense recognised forequity-settled transactions at each reporting dateuntil the vesting date reflects the extent to whichthe vesting period has expired and the Companybest estimate of the number of equity instrumentsthat will ultimately vest. The statement of profit andloss expense or credit for a period represents themovement in cumulative expense recognised as atthe beginning and end of that period and is recognisedin employee benefits expense.
Service and non-market performance conditionsare not taken into account when determining thegrant date fair value of awards, but the likelihoodof the conditions being met is assessed as partof the Company best estimate of the number ofequity instruments that will ultimately vest. Marketperformance conditions are reflected within thegrant date fair value. Any other conditions attachedto an award, but without an associated servicerequirement, are considered to be non-vestingconditions. Non-vesting conditions are reflected inthe fair value of an award and lead to an immediateexpensing of an award unless there are also serviceand/or performance conditions.
No expense is recognised for awards that do notultimately vest because non-market performanceand/or service conditions have not been met. Whereawards include a market or non-vesting condition,the transactions are treated as vested irrespectiveof whether the market or non-vesting condition issatisfied, provided that all other performance and/or service conditions are satisfied.
When the terms of an equity-settled award aremodified, the minimum expense recognised is theexpense had the terms had not been modified, if theoriginal terms of the award are met. An additionalexpense is recognised for any modification thatincreases the total fair value of the share-basedpayment transaction, or is otherwise beneficialto the employee as measured at the date ofmodification. Where an award is cancelled bythe entity or by the counterparty, any remainingelement of the fair value of the award is expensedimmediately through profit or loss.
The dilutive effect of outstanding options is reflectedas additional share dilution in the computation ofdiluted earnings per share.
JFL Employee Welfare Trust (“ESOP trust”) allotsshares to eligible employees of the Company upontheir exercise of ESOPs. The Company treatsESOP trust as its extension and shares held bythe ESOP trust are treated as treasury shares.
Own equity instruments that are held by the trustare recognised at cost and deducted from equity.Any gain or loss on the purchase and sale of theCompany's own equity instruments is recognised inother equity.
Exceptional items are transactions which due to theirsize or incidence are separately disclosed to enable a fullunderstanding of the Company financial performance.
Basic earnings per share are calculated by dividing thenet profit or loss for the period attributable to equityshareholders by the weighted average number of equityshares outstanding during the period. The weightedaverage number of equity shares outstanding duringthe period and all periods presented is adjusted forevents such as bonus issue, bonus element in a rightsissue, share split, and reverse share split (consolidationof shares), etc. that have changed the number of equityshares outstanding, without a corresponding change inresources.
For the purpose of calculating diluted earnings per share,the net profit or loss for the period attributable to equityshareholders and the weighted average number ofshares outstanding during the period are adjusted for theeffect of all potentially dilutive equity shares.
v. Financial instruments
A financial instrument is any contract that gives rise toa financial asset of one entity and a financial liability orequity instrument of another entity.
The Company classifies its financial assets in thefollowing measurement categories:
• Those to be measured subsequently at fair value(either through other comprehensive income, orthrough profit or loss)
• Those measured at amortized cost
All financial assets are recognised initially at fair valueplus, in the case of financial assets not recorded at fairvalue through profit or loss, transaction costs that areattributable to the acquisition of the financial asset.
For purposes of subsequent measurement, financialassets are classified in four categories:
• Debt instruments at amortized cost
• Debt instruments at fair value through othercomprehensive income (FVTOCI)
• Debt instruments at fair value through profit andloss (FVTPL)
• Equity instruments
A debt instrument is measured at amortized cost if boththe following conditions are met:
• Business model test: The objective is to hold thedebt instrument to collect the contractual cashflows (rather than to sell the instrument prior toits contractual maturity to realise its fair valuechanges).
• Cash flow characteristics test: The contractualterms of the Debt instrument give rise on specificdates to cash flows that are solely paymentsof principal and interest on principal amountoutstanding.
This category is most relevant to the Company. After initialmeasurement, such financial assets are subsequentlymeasured at amortised cost using the effective interestrate (EIR) method. Amortised cost is calculated by takinginto account any discount or premium on acquisition andfees or costs that are an integral part of EIR. EIR is therate that exactly discounts the estimated future cashreceipts over the expected life of the financial instrumentor a shorter period, where appropriate, to the grosscarrying amount of the financial asset. When calculatingthe effective interest rate, the Company estimates theexpected cash flows by considering all the contractualterms of the financial instrument but does not considerthe expected credit losses. The EIR amortisation isincluded in finance income in profit or loss. The lossesarising from impairment are recognised in the profit orloss. This category generally applies to trade and otherreceivables.
A Debt instrument is measured at fair value through othercomprehensive income if following criteria are met:
• Business model test: The objective of financialinstrument is achieved by both collectingcontractual cash flows and for selling financialassets.
• Cash flow characteristics test: The contractualterms of the financial asset give rise on specificdates to cash flows that are solely paymentsof principal and interest on principal amountoutstanding.
Financial Asset included within the FVT OCI category aremeasured initially as well as at each reporting date at fairvalue. Fair value movements are recognized in the othercomprehensive income (OCI). However, the Companyrecognized the interest income, impairment losses andreversals and foreign exchange gain or loss in the Profitor Loss. On derecognition of asset, cumulative gain or
loss previously recognised in OCI is reclassified fromthe equity to Profit or Loss. Interest earned whilst holdingFVTOCI debt instrument is reported as interest incomeusing the EIR method.
FVTPL is a residual category for financial instruments.Any financial instrument, which does not meet the criteriafor amortized cost or FVTOCI, is classified as at FVTPL.A gain or loss on a debt instrument that is subsequentlymeasured at FVTPL and is not a part of a hedgingrelationship is recognized in profit or loss and presentednet in the statement of profit and loss within other gainsor losses in the period in which it arises. Interest incomefrom these Debt instruments is included in other income.
All equity investments in scope of Ind AS 109 aremeasured at fair value. Equity instruments which are heldfor trading and contingent consideration recognized byan acquirer in a business combination to which Ind AS103 applies are classified as at FVTPL. For all other equityinstruments, the Company may make an irrevocableelection to present in other comprehensive income allsubsequent changes in the fair value. The Companymakes such election on an instrument-by-instrumentbasis. The classification is made on initial recognition andis irrevocable.
If the Company decides to classify an equity instrument asat FVTOCI, then all fair value changes on the instrument,excluding dividends, are recognized in the OCI. There isno recycling of the amounts from OCI to profit and loss,even on sale of investment. However, the Company maytransfer the cumulative gain or loss within equity. Equityinstruments included within the FVTPL category aremeasured at fair value with all changes recognized in theProfit and loss.
A financial asset (or ,where applicable, a part of a financialasset or part of a Company of similar financial assets) isprimarily derecognised (i.e. removed from the Companystatement of financial position) when:
• The rights to receive cash flows from the asset haveexpired, or
• The Company has transferred its rights to receivecash flows from the asset or has assumed anobligation to pay the received cash flows in fullwithout material delay to a third party under a "passthrough" arrangement and either;
• The Company has transferred the rights to receivecash flows from the financial assets or
• The Company has retained the contractual rightto receive the cash flows of the financial asset, butassumes a contractual obligation to pay the cashflows to one or more recipients.
Where the Company has transferred an asset, theCompany evaluates whether it has transferredsubstantially all the risks and rewards of the ownershipof the financial assets. In such cases, the financial assetis derecognised. Where the entity has not transferredsubstantially all the risks and rewards of the ownershipof the financial assets, the financial asset is notderecognised.
Where the Company has neither transferred a financialasset nor retains substantially all risks and rewards ofownership of the financial asset, the financial asset isderecognised if the Company has not retained controlof the financial asset. Where the Company retainscontrol of the financial asset, the asset is continued to berecognized to the extent of continuing involvement in thefinancial asset.
In accordance with Ind AS 109, the Company appliesexpected credit losses( ECL) model for measurementand recognition of impairment loss on the followingfinancial asset and credit risk exposure
• Financial assets measured at amortised cost;
• Financial assets measured at fair value throughother comprehensive income(FVT OCI);
The Company follows "simplified approach" forrecognition of impairment loss allowance on:
• Trade receivables or contract revenue receivables;
• All lease receivables resulting from the transactionswithin the scope of Ind AS 116
Under the simplified approach, the Company doesnot track changes in credit risk. Rather, it recognisesimpairment loss allowance based on lifetime ECLs ateach reporting date, right from its initial recognition. TheCompany uses a provision matrix to determine impairmentloss allowance on the portfolio of trade receivables. Theprovision matrix is based on its historically observeddefault rates over the expected life of trade receivableand is adjusted for forward looking estimates. At everyreporting date, the historical observed default rates areupdated and changes in the forward looking estimatesare analysed.
For recognition of impairment loss on other financialassets and risk exposure, the Company determineswhether there has been a significant increase in thecredit risk since initial recognition. If credit risk has notincreased significantly, 12-month ECL is used to providefor impairment loss. However, if credit risk has increasedsignificantly, lifetime ECL is used. If, in subsequent period,credit quality of the instrument improves such that there
is no longer a significant increase in credit risk since initialrecognition, then the Company reverts to recognisingimpairment loss allowance based on 12- months ECL.
Initial recognition and measurement
Financial liabilities are classified at initial recognition asfinancial liabilities at fair value through profit or loss, loansand borrowings, and payables, net of directly attributabletransaction costs. The Company financial liabilitiesinclude loans and borrowings including trade payables,trade deposits, retention money and liability towardsservices, sales incentive, other payables and derivativefinancial instruments.
The measurement of financial liabilities depends on theirclassification, as described below:
These amounts represents liabilities for goods andservices provided to the Company prior to the endof financial year which are unpaid. The amounts areunsecured and are usually paid within 30 to 60 days ofrecognition. Trade and other payables are presentedas current liabilities unless payment is not due within 12months after the reporting period. They are recognizedinitially at fair value and subsequently measured atamortized cost using EIR method.
Financial liabilities at fair value through profit or lossinclude financial liabilities held for trading and financialliabilities designated upon initial recognition as at fairvalue through profit or loss. Financial liabilities areclassified as held for trading if they are incurred for thepurpose of repurchasing in the near term. This categoryalso includes derivative financial instruments enteredinto by the Company that are not designated as hedginginstruments in hedge relationships as defined by Ind AS109. Separated embedded derivatives are also classifiedas held for trading unless they are designated as effectivehedging instruments.
The Company has not designated any financial liability asat fair value through profit and loss.
Financial liabilities that are not (i) contingent considerationof an acquirer in a business combination, (ii) held-for-trading, or (iii) designated as at FVTPL, are measuredsubsequently at amortised cost using the effectiveinterest method.
The effective interest method is a method of calculatingthe amortised cost of a financial liability and of allocatinginterest expense over the relevant period. The effectiveinterest rate is the rate that exactly discounts estimatedfuture cash payments (including all fees and points paid orreceived that form an integral part of the effective interestrate, transaction costs and other premiums or discounts)through the expected life of the financial liability, or (where
appropriate) a shorter period, to the amortised cost of afinancial liability.
De-recognition
The Company derecognizes a financial liability when theobligation under the liability is discharged or cancelled orexpires.
The Company offsets a financial asset and a financialliability and reports the net amount in the balance sheetif there is a currently enforceable legal right to offset therecognized amounts and there is an intention to settle ona net basis, to realize the assets and settle the liabilitiessimultaneously.
The Company determines classification of financialassets and liabilities on initial recognition. After initialrecognition, no reclassification is made for financialassets which are equity instruments and financialliabilities. For financial assets which are debt instruments,a reclassification is made only if there is a change in thebusiness model for managing those assets. Changes tothe business model are expected to be infrequent. TheCompany senior management determines change in thebusiness model as a result of external or internal changeswhich are significant to the Company operations. Suchchanges are evident to external parties. A change inthe business model occurs when the Company eitherbegins or ceases to perform an activity that is significantto its operations. If the Company reclassifies financialassets, it applies the reclassification prospectively fromthe reclassification date which is the first day of theimmediately next reporting period following the changein business model. The Company does not restateany previously recognised gains, losses (includingimpairment gains or losses) or interest.
Cash and cash equivalent in the balance sheet comprisecash at banks and on hand and short-term deposits withan original maturity of three months or less, which aresubject to an insignificant risk of changes in value.
As the Company business activity primarily falls withina single business and geographical segment and theExecutive Management Committee monitors theoperating results of its business units not separately for thepurpose of making decisions about resource allocationand performance assessment. Segment performanceis evaluated based on profit or loss and is measuredconsistently with profit or loss in the standalone financialstatements, thus there are no additional disclosures tobe provided under Ind AS 108 - “Segment Reporting”.The management considers that the various goodsand services provided by the Company constitutessingle business segment, since the risk and rewardsfrom these services are not different from one another.The Company operating businesses are organized and
managed separately according to the nature of productsand services provided, with each segment representing astrategic business unit that offers different products andserves different markets. The analysis of geographicalsegments is based on geographical location of thecustomers.
Cash flows are reported using indirect method, wherebyprofit before tax is adjusted for the effects transactionsof a non-cash nature and any deferrals or accruals ofpast or future cash receipts or payments. The cash flowsfrom regular revenue generating, financing and investingactivities of the Company are segregated. Cash and cashequivalents in the cash flow comprise cash at bank, cash/cheques in hand and short-term investments with anoriginal maturity of three months or less.
The Company presents assets and liabilities in the balancesheet based on current/non- current classification. Anasset is treated as current when it is:
• Expected to be realised or intended to be sold orconsumed in normal operating cycle;
• Held primarily for the purpose of trading;
• Expected to be realised within twelve months afterthe reporting period, or
• Cash or cash equivalent unless restricted frombeing exchanged or used to settle a liability for atleast twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operatingcycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after thereporting period, or
• There is no unconditional right to defer thesettlement of the liability for at least twelve monthsafter the reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities and advance againstcurrent tax are classified as non-current assets andliabilities.
The operating cycle is the time between the acquisitionof assets for processing and their realisation in cash andcash equivalents. The Company has identified twelvemonths as its operating cycle.
In respect of leases of store space: The Company has entered into various lease agreements for acquiring space to do its day to day operations.Such lease contracts include monthly fixed payments for rentals and in some cases these also have variable rent. The lease contracts aregenerally cancellable at the option of lessee during the lease tenure. The Company also has a renewal option after the expiry of contract terms.There are no significant restrictions imposed under the lease contracts.
In respect of leases of land: The Company has entered into land lease agreements for 90-99 years where its commissaries are operational.The lease rentals as per the contracts are fully paid and there are no significant restrictions imposed under the lease contracts.
In respect of leases of equipment: The Company has also taken certain equipment on rent. The contracts are for a period of 3-5 years andinclude fixed monthly payments. These contracts are non cancellable. There are no significant restrictions imposed under the lease contracts.
(a) The Company received income tax assessment order for assessment year (AY) 2017-18, AY 2018-19, AY 2020-21, AY 2021-22 andassessing officer made adjustments for advertisement, marketing and promotion expenses (AMP Expense) of INR 1,099.83 million,INR 348.00 million, INR 87.96 million and INR 4,205.80 million respectively basis direction received from Transfer Pricing Officerstating AMP expenses as international transactions. On a similar issue, in case of other taxpayer, the Hon'ble Supreme Court hasdecided in favour of the taxpayer and dismissed department's appeal. Hence, no contingent liability has been reported in the view ofthe management.
(b) (i) Includes demand of INR 28.44 million (Previous year INR 28.44 million) raised on M/s. Domino's Pizza International Franchising
Inc. (DPIF) for Value Added Tax (VAT) payable on Royalty received from the Company for right to use “Domino's” brand nameunder Master Franchise Agreement. However, the Company has paid service tax on Royalty under reverse charge mechanism(RCM) since there is no sale of goods involved rather there is purchase of service.
(ii) Includes levy of VAT on service tax charged from the customers for restaurant services for INR 5.82 million (Previous year INR5.82 million) pending at Haryana Sales Tax Tribunal, Chandigarh Tax Tribunal and Rajasthan High Court, Jaipur.
(iii) In the previous years, the Company had received demand of INR 57.97 million for the year 2013-14 to 2017-18 (April to Junequarter) relating to VAT on service tax component charged from customers at the restaurant wherein question of VAT onservice tax was raised by the Department of Commercial Taxes. The Company was of the view that the demand was nottenable, as service tax was not consideration rather it was tax collected on behalf of the Government, secondly, VAT andService tax were mutually exclusive and could not be levied on the same value. The Company received revised order includingVAT on Service Tax in the month of March 2022 for the year 2015-16 to 2017-18 (April to June quarter). The Company had fileda writ petition before Hon'ble Gujarat High Court in the month of September 2022.
During the current year, the Company has received a favourable order from Gujarat High Court with respect to the matter.Hence, the same is not considered as a contingent liability as at March 31, 2025.
(c) (i) GST rate on restaurant services was reduced from 18% to 5% subject to the condition that input tax credit (ITC) on input
services/ goods will not be allowed with effect from (w.e.f.) November 15, 2017 resulting in loss of IT C. The Company reducedGST rate from 18% to 5% w.e.f. November 15, 2017 and increased menu prices of various stock keeping units (SKUs) to recoupthe loss of ITC in such a manner that at overall level the loss of ITC was higher than the price increase resulting net loss to theCompany at entity level. Based on customer complaint an Anti-Profiteering investigation was conducted by Director GeneralAnti profiteering (DG). The DG extended the scope of investigation to all products of the Company and submitted its report toNational Anti-Profiteering Authority (NAA) on July 16, 2018.
The NAA vide its Order dated January 31, 2019 determined the profiteering amount of INR 414.30 million by the Company forthe period November 15, 2017 to May 31, 2018 and also directed the Company to reduce its price by way of commensuratereduction, keeping in view the reduced rate of tax and the benefit of ITC denied, directed the DG to conduct further investigation.
The Company filed a writ petition before Hon'ble Delhi High court (HC) challenging the order of the NAA and initiation of penaltyproceeding on February 25, 2019. Delhi HC in an Interim Order passed on March 13, 2019 stayed the NAA order and the Penaltyproceeding against the Company subject to deposit of INR 200.00 million in Central Consumer Welfare Fund (CWF). TheCompany has deposited INR 200.00 million with CWF in compliance with the stay order of Hon'ble Delhi High Court.
The High Court took note of the fact that there are similar cases in which the constitutional validity of Section 171 of the CGSTAct, 2017 has been challenged along with other constitutional/ common issues. Hence, the entire batch of all such cases hasbeen clubbed together. On January 29, 2024 Delhi High Court upheld the constitutional validity and decided the matter againstthe Company on Constitutional Validity. The Company filed an appeal with Supreme Court on May 02, 2024 on grounds ofConstitutional Validity. Arguments on merits of Anti-profiteering calculation is still pending before Delhi High Court.
Basis legal expert opinion and other legal and commercial grounds presented in the writ petition, the Company is of the viewthat the demand is not tenable as the Company has incurred losses at the entity level.
(ii) During the FY2020-21, the Company has received demand orders from Uttar Pradesh GST Department (UPGST) in respect ofFY 2017-18 and 2018-19 aggregating to INR 1,322.38 million (including interest of INR 285.26 million and penalty 526.17 million).The key components of demand are; availing ITC in GSTR-3B which was not matched with GSTR-2A, availment of openingITC as on November 14, 2017 (i.e. when GST rate reduced to 5% without ITC), ITC distributed by ISD against the procedureslaid down under law and IT C incorrectly utilised against inter-state outward liability.
The Company had filed appeal before Commissioner (Appeals), State Tax, along with predeposit of 10% of the disputed tax.Personal hearing completed for FY 2017-18 and order received with partial relief of INR 129.90 million. For rest of the demand,the Company would be filing appeal before UPGST Tribunal (once formed). During the year, Personal hearing completed for FY2018-19 and order received with partial relief of INR 46.50 million. For rest of the demand, the Company would be filing appealbefore UPGST Tribunal (once formed). Pursuant to the same, the Company had paid pre-deposit of 20% of the disputed taxfor the FY 2017-18 and FY 2018-19 as pre-requisite for filing appeal with UPGST tribunal during the current financial year.
Basis legal expert opinion and other legal and commercial grounds presented in the appeal, the Company is of the view thatthe demand is not tenable.
(iii) During the current year, the Company has received demand order from Maharashtra GST Department (MHGST) in respect ofFY 2017-18 to FY 2020-21 aggregating to INR 145.67 million (excluding applicable interest and INR 145.67 million penalty). Thedemand is raised on account of ITC incorrectly availed and utilised against inter-state outward liability. The Company had filedan appeal before Commissioner (Appeals) in the month of April 2025, along with pre-deposit of 10% of the disputed tax.
(iv) During the current year, the Company has received demand orders from Delhi (West) CGST Department, New Delhi in respectof FY 2020-21 to FY 2023-24 aggregating to INR 89.22 million (excluding applicable interest and INR 8.92 million penalty).The demand is raised on account of GST HSN/SAC classification of supply of ‘Restaurant Services' by the Company. TheCompany will be filing an appeal before Commissioner (Appeals) along with pre-deposit of 10% of the disputed tax.
(d) Represents the best possible estimate by the management, basis available information, about the outcome of various claims againstthe Company by different parties. As the possible outflow of resources is dependent upon outcome of various legal processes, areliable estimate of such obligations cannot be made or it is not probable that an obligation to reimburse will arise.
B. Capital and other commitments
(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for INR 2,174.35million (Previous year INR 1,773.34 million).
(b) The Company has given Bond to Department of Customs against import of material under “Manufacturing and Other Operationsin Warehouse” (MOOWR) Scheme of INR 1,010.00 million. Under the Scheme, the Company can avail benefit of not paying customduty and GST against import of capital goods utilized for own purpose. The Company has imported capital goods under the Schemeby availing benefit of INR 166.79 million as on March 31, 2025 (Previous Year: INR 111.66 million).
The weighted average fair value of stock options granted during the year pertaining to ESOP 2011 scheme is INR 185.85 (Previous Year INR160.83) and for ESOP 2016 is INR 575.86 (Previous Year INR 471.05). The fair value at grant date is determined using the Black- Scholesmodel which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of theunderlying share, the expected dividend yield and the risk free interest rate for the term of the option. The following tables list the inputsused for fair valuation of options for the ESOP plans
(a) The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstandingbalances at the year-end are unsecured and interest free and settlement occurs in cash. This assessment is undertaken eachfinancial year through examining the financial position of the related party and the market in which the related party operates.
(b) During the year ended March 31, 2025, 61,042 options (Previous Year: 75,106) and 172,367 options (Previous Year: 188,354) weregranted to Key Management Personnels under ESOP scheme 2016 and under ESOP scheme 2011 respectively.
iv) As disclosed in subnote ii) above, the Company has given guarantee aggregating to EUR 116,085,000 (equivalent to INR 10,733.75 million)as on March 31, 2025 (Previous Year EUR 116,085,000, equivalent to INR 10,439.73 million) in earlier years to the bank guaranteeing theborrowings availed by Jubilant FoodWorks Netherlands B.V. (JFN) for acquisition of shares of DP Eurasia B.V. (DPEU). Other than this, theCompany has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries)with the understanding (whether recorded in writing or otherwise) that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company(ultimate beneficiaries)
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding parties) with the understanding(whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the FundingParties (Ultimate beneficiaries), or
A) Impairment assessment of Jubilant FoodWorks Lanka (Private) Limited, Jubilant FoodWorks Bangladesh Limited andJubilant Foodworks Netherlands B.V.
The management has conducted impairment evaluation on value of investments in subsidiaries, namely, Jubilant FoodWorks Lanka(Private) Limited (‘Sri Lanka'), Jubilant FoodWorks Bangladesh Limited (‘Bangladesh') and Jubilant Foodworks Netherlands B.V.(‘Netherlands'). The carrying value of the investment as on March 31, 2025 is INR 687.75 million, INR 1,137.49 million and INR 3,044.79million respectively. The recoverable amounts of the investment are based on value in use, which are determined based on six-yearbusiness plans.
The management has adopted a six-year plan for the purpose of impairment testing considering the underlying subsidiaries operate inemerging markets and wherein their business reach and foot-print is underpenetrated when compared to developed markets. In theseemerging markets, short-term plans are not indicative of the long-term future prospects and performance of the subsidiaries.
Further, the management is confident that projections till year six are reliable and can demonstrate its ability, based on past experienceto forecast cash flows accurately over a six year period. Accordingly, the Company has considered a forecast period of six years for thepurpose of impairment testing.
The respective recoverable amount of these investments is determined through an independent valuer, based on a value in usecalculation which uses cash flow projections and a discount rate of 28.20%, 28.50% and 32.50% per annum for Sri Lanka, Bangladeshand Netherlands subsidiary respectively. The valuer confirms that the valuation is conducted in compliance with the provisions of Ind AS36.
Cash flow projections are based on the expected gross margins and inventory price inflation throughout the period. The terminal growthhas been taken as 5.00%, 5.50% and 14.90% per annum for Sri Lanka, Bangladesh and Netherlands subsidiary respectively. The growthrate is estimated basis overall economic growth rate for the food industry in the respective markets.
The key assumptions used for computation of value in use are the sales growth rate, EBITDA margins, long-term growth rate and the risk-adjusted discount rate. The discount rates are derived from the Company's weighted average cost of capital, taking into account the costof capital, to which specific market-related premium adjustments are made for the respective territory.
The management has performed sensitivity analysis of the key assumptions used to determine the recoverable value and believes thatno reasonably possible change in any of the key assumptions would cause the recoverable amount to be materially different from therecoverable amount in the base case.
The results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount. The managementtherefore concluded that no impairment was required to the investment in Sri Lanka, Bangladesh and Netherlands subsidiary.
B) Impairment in associates
During the year ended March 31, 2025, the management has recorded an impairment charge of INR 247.51 million on the investment inassociate company namely, Hashtag Loyalty Private Limited, on account of discontinuance of operations.
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian AccountingStandards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments tothe existing standards applicable to the Group/Company.
4-3 Segment reporting: As the Company's business activity primarily falls within a single business and geographical segment i.e. Food andBeverages, thus there are no additional disclosures to be provided under Ind AS 108 - “Operating Segment'. The chief operating decisionmaker (CODM) considers that the various goods and services provided by the Company constitutes single business segment, to assessthe performance and to make decision about allocation of resources, since the risk and rewards from these services are not differentfrom one another.
44 Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March 24, 2021 (as amended) in reference to theproviso to Rule 3(1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement, where a company used anaccounting software, of only using such accounting software w.e.f. April 01, 2023 which has a feature of recording audit trail of each andevery transaction. The Company has used various accounting softwares for maintaining its books of account wherein; the audit trailfeature in primary accounting software was enabled and operated effectively during the year except for few tables. The Management alsohas adequate internal controls over financial reporting which were operating effectively for the year ended March 31, 2025, and furthermanagement is in the process of remediating the gaps to ensure full compliance in primary and other software with the requirements ofproviso to Rule 3(1) of the Companies (Accounts), Rules, 2014 referred above.
The Company's principal financial liabilities comprise borrowings, retention money payable, trade and other payables, security deposits, leaseliability and unpaid dividend. The Company's principal financial assets include investments, loan, trade and other receivables, cash and cashequivalents and other financial assets that derive directly from its operations.
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed tomarket risk, credit risk and liquidity risk.
The Company's senior management oversees the management of these risks. The senior professionals work on to manage the financial risksand the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. Thisprocess provides assurance to Company's senior management that the Company's financial risk-taking activities are governed by appropriatepolicies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and risk objective.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below:
a. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices.Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks , such as equity price risk andcommodity price risk. Financial instruments affected by market risks include borrowings, deposits, investments and foreign currencyreceivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31, 2025. The analysisexcludes the impact of movements in market variables on: the carrying values of gratuity, pension obligation and other post-retirementobligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of theassumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2025.
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changesin foreign exchange rates. The Company exposure to the risk of changes in foreign exchange rates relates primarily to theCompany's operating activities (when revenue or expense is denominated in foreign currency and the Company's net investmentin foreign subsidiaries). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respectivecountries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows appropriate riskmanagement policies.
Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise are asunder:
Based on the movements in the foreign exchange rates historically and the prevailing market conditions as at the reporting date, theCompany's management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in marketinterest rates. The Company's policy is to minimise interest rate cash flow risk exposures on long term financing. The Company isexposed to changes in market interest rate as some of its borrowings from banks are at variable interest rate.
Below table gives impact of interest rate changes to the profit and equity of the Company at / - 05 basis points ("bps") on an annualbasis keeping other variables constant.
b. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financialloss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities,including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In respect of tradereceivables the Company is not exposed to any significant credit risk exposure with a single counter party or a group of counter partieshaving similar characteristics.
c. Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance withthe Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned toeach counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty'spotential failure to make payments.
d. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. TheCompany's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closelymonitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the useof short term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior management.Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Companyassessed the concentration of risk with respect to its debt and concluded it to be low.
For the purposes of the Company's capital management, Capital includes equity attributable to the equity holders of the Company and all otherequity reserves and long term borrowings. The primary objective of the Company's capital management is to ensure that it maintains an efficientcapital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes ineconomic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust thedividend payment to shareholders or issue new shares. As a part of its capital management policy, the Company ensures compliance with allcovenants and other capital requirements related to its contractual obligations. No changes were made in the objectives, policies or processesfor managing capital during the year ended March 31, 2025 and March 31, 2024.
0 es not have any transactions or balances with the Companies whose name is struck off under section 248 of the
Companies Act, 2013.
54 The Company has no transactions to report against the following disclosure requirements as notified by MCA pursuant to amendedSchedule III:
a) Crypto Currency or Virtual Currency
b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
c) Registration of charges or satisfaction with Registrar of Companies
d) Relating to borrowed funds:
i. Wilful defaulter
ii. Discrepancy in utilisation of borrowings
|^55~ All the amounts included in the financial statements are reported in million of Indian Rupees (‘INR' or ‘Rs.') and are rounded to the nearestmillion, unless stated otherwise. Further, due to rounding off, certain amounts are appearing as ‘0'.
For and on behalf of the Board of Directors of Jubilant FoodWorks Limited
Chairman Co-Chairman CEO and Managing Director
DIN: 00010484 DIN: 00010499 DIN: 07402011
Place: Noida Place: Noida Place: Noida
Company Secretary EVP and Chief Financial Officer
Membership No. 15374
Place: Noida Place: Noida
Date: May 14, 2025