TRANSFER TO GENERAL RESERVES

During FY 2025, the Company has not transferred any amount to the
general reserve.

SHARE CAPITAL

During FY 2025, there was no change in the authorised, subscribed
and paid-up share capital of the Company. As on March 31, 2025,
the paid-up and subscribed share capital of the Company stood at
H1,319,690,400/- divided into 659,845,200 equity shares of H2/- each.

DIVIDEND

The Company has been maintaining a consistent track record of dividend
payments for past many years, in line with its Dividend Distribution Policy.

Based on the Company's performance and Dividend Distribution Policy
of the Company, the Board of Directors are pleased to recommend
Dividend of H1.20/- (i.e. 60%) per equity share of face value of H2/- each
fully paid up for FY 2025 amounting to H791.81 million.

The payment of dividend is subject to approval of the shareholders at
the forthcoming Annual General Meeting (‘AGM') of the Company and
shall be subject to deduction of tax at source.

EMPLOYEES STOCK OPTION SCHEMES

With a view to attract, reward and retain talented and key employees
in the competitive environment and encourage them to align individual
performance with Company objectives, the Company grants share
based benefits to eligible employees under the Employees Stock
Option Schemes. The Company has two Employees Stock Option
Schemes namely, JFL Employees Stock Option Scheme, 2011 (‘ESOP
2011') and JFL Employees Stock Option Scheme, 2016 (‘ESOP 2016')
(collectively referred as ‘ESOP Schemes'). The ESOP Schemes are
administered through JFL Employees Welfare Trust (‘ESOP Trust').
The details of ESOP Schemes have also been disclosed in Note 34 to
the Standalone and Consolidated Financial Statements respectively
forming an integral part of this Integrated Annual Report.

The Company has Jubilant FoodWorks General Employee Benefits
Scheme, 2020 (‘JFGEBS') which was approved with the objective of
providing healthcare (including preventive measures), hospital care, or
benefits in the event of sickness, accident, disability, death or scholarship
funds, rewards and recognitions, education, employee engagement,
training for skill enhancement/development and such other welfare
activities and benefits specified by the Company. The JFGEBS would
be implemented and administered by the ESOP Trust. JFGEBS does
not involve issue of shares by the Company for the purposes of JFGEBS
and also does not involve any secondary acquisition by the ESOP Trust.

ESOP Schemes and JFGEBS are in compliance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, as
amended (the ‘SEBI ESOP Regulations 2021'). The details of ESOP
Schemes and JFGEBS pursuant to SEBI ESOP Regulations, 2021 as
at March 31, 2025 is uploaded on the website of the Company (web
link: https://www.iubilantfoodworks.com/companv-reports/esop-
disclosures). In terms of Regulation 13 of SEBI ESOP Regulations 2021,
the Certificate from Chandrasekaran Associates, Company Secretaries,
Secretarial Auditors, would be placed before the shareholders at the
forthcoming AGM.

SUBSIDIARIES AND ASSOCIATE COMPANIES
SUBSIDIARIES

As on March 31, 2025, the Company has 10 (ten) subsidiaries. Brief
particulars of the subsidiaries are given below:

Jubilant FoodWorks Bangladesh Limited (‘Jubilant Bangladesh’)

Jubilant Bangladesh is a wholly-owned subsidiary of the Company.
Jubilant Bangladesh has exclusive rights to develop and operate
Domino's stores in Bangladesh. Jubilant Bangladesh is continuing
to build a strong equity for the brand with a lot of innovation in terms
of products and marketing initiatives. During FY 2025, Jubilant
Bangladesh launched 12 new stores. As on March 31, 2025, Jubilant
Bangladesh has 39 stores. On the back of accelerated network
expansion, the total income of Jubilant Bangladesh grew by
18.86% as on March 31, 2025 and is H632.93 million compared to
H532.51 million in the previous year.

Jubilant FoodWorks Lanka (Private) Limited (‘Jubilant
Sri Lanka’)

Jubilant Sri Lanka is a wholly-owned subsidiary of the Company.
Jubilant Sri Lanka has exclusive rights to develop and operate
Domino's stores in Sri Lanka. As on March 31, 2025, Jubilant
Sri Lanka has 50 stores. The total income of Jubilant Sri Lanka grew
by 57.83% as on March 31, 2025 and is H786.46 million compared to
H498.30 million in the previous year.

Jubilant Foodworks Netherlands B.V. (‘Jubilant Netherlands’)

Jubilant Netherlands is a wholly-owned subsidiary of the Company in
Netherlands for investment purposes. Further, as on March 31, 2025,
Jubilant Netherlands holds 94.06% in DP Eurasia B.V.

DP Eurasia B.V. (‘DPEU’)

DPEU is the exclusive master franchisee of the Domino's Pizza brand in
Turkey, Azerbaijan, and Georgia. During FY 2025, DPEU was converted
to a private company and consequently its name was changed from DP
Eurasia NV. to DP Eurasia B.V. The total income of DPEU as on March
31, 2025 is H19,495.23 million, EBIDTA is H4,158.88 million and Profit
after tax is H1,253.51 million

Subsidiaries of DPEU:

1. Fides Food Systems B.V. (‘Fides'), an investment company
registered in Netherlands (wholly-owned subsidiary of DPEU)

2. Pizza Restaurantlari A.§., registered in Turkey (wholly-owned
subsidiary of Fides)

3. Fidesrus B.V.(‘Fidesrus'), an investment company registered in
Netherlands (wholly-owned subsidiary of DPEU)

4. Pizza Restaurants LLC, registered in Russia (wholly-owned
subsidiary of fidesrus)- Fidesrus has entered into a share transfer
agreement on April 30, 2025 for sale of its entire stake in Pizza
Restaurants LLC.

Pizza Restaurantlari A.§. (‘Turkey Subsidiary’)

Turkey Subsidiary is a dominant market leader operating a highly
profitable, asset light model with 89.6% sub-franchised stores in Turkey.
The Domino's network comprises of 746 stores in Turkey. In addition to
its pizza business, DPEU has been able to build the 8th largest CAFE
brand-COFFY in Turkey with 160 cafe's as on March 31, 2025.

During the year under review, DPEU, Fides and Turkey Subsidiary are
the material subsidiaries of the Company.

Jubilant FoodWorks International Investments Limited
(‘Jubilant International Investments’)

Jubilant International Investments is a wholly-owned subsidiary
of the Company. It is an Investment Company with an objective of
making investments in associates/subsidiaries engaged in food
service business.

Jubilant FoodWorks International Luxembourg (‘Jubilant
Luxembourg’)

Jubilant Luxembourg is a subsidiary of Jubilant International Investments
and step-down wholly-owned subsidiary of the Company. Jubilant
Luxembourg has an objective of making investments in associates/
subsidiaries engaged in food service business.

ASSOCIATE COMPANIES

As on March 31, 2025, the Company has 3 (three) Associate Companies.
Brief particulars of the Associate Companies are given below:

Roadcast Tech Solutions Private Limited (‘Roadcast’)

Roadcast is engaged in the business which offers a logistics platform
for management of last-mile delivery operations. Roadcast's
delivery automation SaaS platform helps clients to monitor their
fleet and personnel in real-time, providing a platform which allows
brands their own online ordering systems to accept direct orders
from customers and provides an enterprise-grade omnichannel
customer engagement & marketing automation platform. As on
March 31,2025, the Company's effective shareholding in Roadcast is
42.55% (40% on a fully diluted basis).

Wellversed Health Private Limited (‘Wellversed’)

Wellversed is a nutrition company offering a variety of products tailored
for specific nutrition and dietary needs including keto, gluten-free,
vegan, high-protein, diabetic and immunity. As on March 31, 2025, the
Company's effective shareholding in Wellversed is 27.81% (24.0% on
a fully diluted basis).

Hashtag Loyalty Private Limited (‘Hashtag’)

Hashtag is an online food ordering and restaurant management
platform. As on March 31, 2025, the Company's effective shareholding
in Hashtag is 31.66% (29.75% on a fully diluted basis). During FY 2025,
Hashtag has announced discontinuance of its business operations.

A report on the performance and the Financial position of the
subsidiaries, associate companies and ESOP Trust, as per Companies
Act, 2013 (‘Act') and Rules made thereunder is provided in Form
AOC-1 attached to the Consolidated Financial Statements forming
an integral part of this Integrated Annual Report. Pursuant to the
provisions of Section 136 of the Act, separate audited accounts of the
subsidiaries, are available on the website of the Company (web link:
https://www.iubilantfoodworks.com/company-reports/financial-of-
subsidiary-companies).

Apart from above, no other company has become or ceased to be
subsidiary, joint venture or associate of the Company during the
financial year.

ANNUALRETURN

As per Section 134(3)(a) of the Act, the Annual Return referred to in
Section 92(3) of the Act for the financial year ended on March 31,2025
is available on the website of the Company (web link: https://www.
iubilantfoodworks.com/company-reports/annual-returns).

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director(s) liable to retire by rotation as per Section 152 of
the Act

In terms of the provisions of Section 152 of the Act read with rules
made there under and Articles of Association of the Company and
provisions of the Act, Mr. Shyam S. Bhartia (DIN: 00010484) Director of
the Company, is liable to retire by rotation at the forthcoming AGM and
being eligible, offer himself for re-appointment. The Board of Directors
recommend his re-appointment for consideration by the members of
the Company at the forthcoming AGM.

Change in Directorship

During FY 2025, Mr. Berjis M. Desai, Independent Director of the
Company resigned from the Company with effect from close of
business hours of September 06, 2024. The Board placed on record
its sincere appreciation for the outstanding contribution made by
Mr. Desai during his tenure with the Company.

Except as stated above, there was no change in the Directors or Key
Managerial Personnel of the Company, during the year under review.

Brief profile, nature of expertise, details of directorship held in other
companies, Chairmanships/membership of Board Committees,
shareholding in the Company held by the Directors and relationship
with Directors inter-se and other details as stipulated under Regulation
36(3) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (‘Listing Regulations') as amended read with the
provisions of the Secretarial Standard on General Meetings issued
by the Institute of Company Secretaries of India (‘SS-2') relating to the
Director proposed to be re-appointed at the 30^th AGM is annexed to
the notice convening the said AGM.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has, inter alia, received the following declarations
from all the Independent Directors confirming that:

• they meet the criteria of independence as provided under
Section 149(6) of the Act read with Regulation 16(1)(b) of the
Listing Regulations and are not disqualified from continuing as
Independent Director;

• they have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and

• they have registered themselves with the Independent Director's
Databank maintained by the Indian Institute of Corporate Affairs.

Based on the disclosures received, the Board is of the opinion that, all
the Independent Directors fulfill the conditions specified in the Act
and Listing Regulations and are independent of the management. List
of core skills, expertise and core competencies of the Board, including
the Independent Directors, are given in the Corporate Governance
Report forming an integral part of this Board's Report.

MEETINGS OF BOARD OF DIRECTORS

7 (seven) Meetings of Board of Directors were held during FY 2025.
The details of the meetings of the Board and its Committees are given
in the Corporate Governance Report forming an integral part of this
Board's Report.

APPOINTMENT & REMUNERATION POLICY

The Company has an Appointment & Remuneration Policy' for
Directors, Key Managerial Personnel and Senior Management/
other employees of the Company, specifying criteria for determining
qualifications, positive attributes, independence of a director and
other matters which is disclosed on the website of the Company
(weblink:https://www.iubilantfoodworks.com/investors/governance/
policies-codes). The salient features of the Policy have been disclosed
in the Corporate Governance Report forming an integral part of this
Board's Report.

PERFORMANCE EVALUATION OF THE BOARD

The Board adopted a formal mechanism for evaluating its performance
and as well as of its Committees and individual Directors, including
the Chairperson of the Board. The detailed process in which annual
evaluation of the performance of the Board, its Chairperson, its
Committees and of individual Directors has been made is disclosed
in the Corporate Governance Report forming an integral part of this
Board's Report.

INFORMATION REGARDING EMPLOYEES AND
RELATED DISCLOSURES

The statement of Disclosure of Remuneration under Section 197 of the
Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 (‘Rules'), is annexed as Annexure ‘A'
and forms an integral part of this Board's Report. The statement
containing particulars of employees, as required under Section 197 of
the Act, read with Rule 5(2) and Rule 5(3) of the Rules, is provided in
a separate annexure forming part of this Board's Report. However, in
terms of the provisions of Section 136 of the Act, the Integrated Annual
Report is being sent to the members of the Company, excluding the said
annexure. The said annexure is available for inspection by the members
at the Registered Office of the Company during working hours of
the Company i.e. on Monday - Friday on 11:00 a.m. to 5:00 p.m. (IST).
Any member interested in obtaining a copy of the said annexure may
write to the Company Secretary of the Company or send an email at
investor@iublfood.com.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of guarantee and investments made have been disclosed
in Note 35 and 4 to the Standalone Financial Statements, respectively,
forming an integral part of this Integrated Annual Report. During
FY 2025, the Company has not given any loan pursuant to Section
186 of the Act.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company
during FY 2025 with related parties were in the ordinary course of
business and on arm's length basis and were approved by the Audit
Committee. The Board of Directors of the Company had laid down
the criteria for granting the omnibus approval by the Audit Committee
for the transactions which are repetitive in nature, in line with the

Company's Policy on Materiality of and dealing with Related Party
Transactions (‘RPT Policy'). During the year, the Company had not
entered into any materially significant transaction as defined in
the RPT Policy with related parties viz. promoters, directors, their
relatives or the management, subsidiaries etc. that may have potential
conflict with the interests of the Company at large. Accordingly,
the disclosure of Related Party Transactions as required under
Section 134(3)(h) of the Act and rules made thereunder in Form AOC-2
is not applicable. Related Party disclosures including transactions with
promoter/promoter group which holds more than 10% shareholding
in the Company have been disclosed in Note 35 to the Standalone
Financial Statements forming an integral part of this Integrated Annual
Report. The RPT Policy is disclosed on the Company's website (web
link: https://www.iubilantfoodworks.com/investors/qovernance/
policies-codes).

AUDITORS

STATUTORY AUDITOR

Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Regn. No. 117366W/W-100018) (‘Deloitte'), were re-appointed
as Statutory Auditors of the Company for a second term of 5 (five)
consecutive years to hold office from the conclusion of 27^th AGM until
the conclusion of 32^nd AGM of the Company to be held in the year 2027.
The Auditors' Report read together with Annexures referred to in the
Auditors' Report for the financial year ended March 31,2025 does not
contain any qualification, reservation, adverse remark or disclaimer.
During FY 2025, Statutory Auditors have not reported any matter
of fraud under Section 143(12) of the Act, therefore no disclosure is
required under Section 134(3)(ca) of the Act.

SECRETARIAL AUDITOR

Chandrasekaran Associates, Company Secretaries were appointed
as Secretarial Auditors to conduct Secretarial Audit pursuant to the
provisions of Section 204 of the Act for FY 2025. The Secretarial
Audit Report for the financial year ended March 31, 2025 received
from Secretarial Auditors is annexed herewith as Annexure ‘B'
forming an integral part of this Board's Report. The Secretarial Audit
Report does not contain any qualification, reservation, adverse remark
or disclaimer. During FY 2025, Secretarial Auditors have not reported
any matter of fraud under Section 143(12) of the Act, therefore no
disclosure is required under Section 134(3)(ca) of the Act.

Pursuant to the amended provisions of Regulation 24A of the
Listing Regulations and Section 204 of the Act read with Rule 9 of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Audit Committee and the Board of
Directors have approved and recommended the appointment of
M/s Chandrasekaran Associates, Company Secretaries (CACS)
(Firm Registration Number : P1988DE002500), a peer reviewed firm
of Company Secretaries in practice, as the Secretarial Auditors of the
Company for a period of 5 (five) consecutive years from FY 2025-26
to FY 2029-30 subiect to approval of shareholders of the Company
at the forthcoming AGM. Brief details on the proposed appointment
of secretarial auditors are separately disclosed in Notice of
forthcoming AGM.

AUDIT COMMITTEE

During FY 2025, the Audit Committee was re-constituted and
Mr. Shamit Bhartia (Non-Executive Director) ceased to be a member
of the Audit Committee with effect from November 01, 2024.

As on the date of this report, the Audit Committee comprises of
Mr. Ashwani Windlass (Chairman), Mr. Abhay P Havaldar, Mr. Amit Jain,
Ms. Deepa M. Harris, and Mr. Vikram S. Mehta as members. Brief terms
of reference, meetings and attendance are included in the Corporate
Governance Report forming an integral part of this Board's Report. All
the recommendations made by the Audit Committee were accepted
by the Board of Directors of the Company.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has in place Whistle Blower Policy and has established the
necessary vigil mechanism for directors and employees in confirmation
with Section 177(9) of the Act and Regulation 22 of Listing Regulations,
to report concerns about unethical behavior and also provides for
direct access to the Chairman of the Audit Committee in exceptional
cases. The details of vigil mechanism as provided in the Whistle Blower
Policy has been disclosed in the Corporate Governance Report
forming an integral part of this Board's Report. The Whistle Blower
Policy is disclosed on the Company's website (web link: https://www.
iubilantfoodworks.com/investors/governance/policies-codes).

RISK MANAGEMENT

Risk Management is an integral and important component of Corporate
Governance. The Board of Directors of the Company has constituted Risk
Management Committee (‘RMC') which assists the Board in monitoring
and reviewing the risk management plan, implementation of the risk
management framework of the Company and such other functions as
Board may deem fit. The Board modified the Risk Management Policy with
effect from May14, 2025 to enhance risk monitoring & reporting. The Risk
Management framework is in place to identify, prioritize, mitigate, monitor
and appropriately report any significant threat to the organization's
strategic objectives, its reputation, operational continuity, environment,
compliance, and the health & safety of its employees. A detailed section
on Risk Management is provided in the Management Discussion and
Analysis Report forming an integral part of this Integrated
Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place a robust internal financial control system
designed to support the efficient and disciplined execution of its
operations. These controls ensure strict adherence to the Company's
policies, safeguard its assets, enable the timely detection and prevention
of frauds and errors, uphold the integrity and accuracy of the accounting
records, and timely preparation of reliable financial information. The
internal control framework is appropriately scaled to the size and
complexity of the Company's operations.

Deloitte Haskins & Sells LLP, the Statutory Auditors, have audited the
financial statements presented in this Integrated Annual Report. As
part of their audit, they have affirmed the adequacy and operating
effectiveness of the Company's internal controls over financial reporting,
in accordance with the requirements of Section 143 of the Act, as of
March 31, 2025.

Further details on the Company's internal control mechanisms and their
adequacy are provided in the Management Discussion and Analysis
section of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the Listing Regulations, Management
Discussion and Analysis Report for the financial year under review

is presented in a separate section, forming an integral part of this
Integrated Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has in place Corporate Social Responsibility
Policy (‘CSR Policy') which outlines the Company's philosophy
and responsibility and lays down the guidelines and mechanism
for undertaking socially impactful programs towards welfare
and sustainable development of the community around the area
of its operations and other parts of the Country. The CSR Policy
is disclosed on the Company's website (web link: https://www.
iubilantfoodworks.com/investors/governance/policies-codes). In
terms of Section 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as amended,
the Annual Report on Corporate Social Responsibility Activities for
FY 2025 is annexed herewith as Annexure ‘C' forming an integral
part of this Board's Report.

CORPORATE GOVERNANCE

The Corporate Governance philosophy of the Company is driven
by the interest of stakeholders, focus on fairness, transparency and
business needs of the organisation. The Company continues to be
compliant with the requirements of Corporate Governance as stipulated
in Listing Regulations. In terms of Regulation 34 read with Schedule
V of Listing Regulations, the Corporate Governance Report including
a certificate from Mr. R.S. Bhatia, a Practicing Company Secretary,
regarding compliance of the conditions of Corporate Governance
is annexed herewith as Annexure ‘D' forming an integral part of this
Board's Report. The Corporate Governance Report, inter alia, contains
the following disclosures:

a) Composition of Committees including Audit Committee,
Nomination, Remuneration and Compensation Committee,
Stakeholders Relationship Committee, Sustainability & Corporate
Social Responsibility Committee, Risk Management Committee,
Investment Committee, Digital & Technology Committee and
Regulatory and Finance Committee;

b) Disclosure relating to affirmation submitted by the Directors
and Senior Management confirming compliance of the Code
of Conduct for Directors and Senior Management;

c) Dividend Distribution Policy;

d) Details of Credit Rating;

e) Details of Unpaid and Unclaimed Dividend Account and transfer
to Investor Education and Protection Fund; and

f) Details of remuneration of Directors including service contracts,
notice period, severance fees, stock options held by them.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The Business Responsibility and Sustainability Report (‘BRSR') highlight
the Company's adherence to the principles outlined in the 'National
Guidelines on Responsible Business Conduct'. The Company actively
promotes its suppliers, partners, and other stakeholders in adopting
these principles.

This report offers stakeholders insights into the Company's
Environmental, Social, and Governance (‘ESG') initiatives. The BRSR

framework encompasses 9 (nine) core principles that listed companies
must uphold in their business operations.

According to Regulation 34(2)(f) of the Listing Regulations, the BRSR
for FY 2025 is annexed herewith as ‘Annexure ‘E', forming an integral
part of this Board's Report. The reasonable assurance certificate
(obtained by the Company voluntarily) for BRSR Core Indicators from
an independent agency - TUV SUD South Asia Ltd. also forms part of
this Integrated Annual Report.

PREVENTION OF SEXUAL HARASSMENT

The Company is committed towards promoting the work environment
that ensures every employee is treated with dignity and respect and
afforded equitable treatment irrespective of their gender, race, social
class, caste, creed, religion, place of origin, sexual orientation, disability or
economic status. Pursuant to the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(‘POSH Act'), the Company has adopted a Policy on prevention of Sexual
Harassment at Workplace. Periodic sessions were also conducted
to apprise employees and build awareness on the subject matter.
The Company's key focus is to create a safe, respectful and inclusive
workplace which fosters professional growth for each employee.

As per the requirement of the POSH Act and Rules made thereunder,
the Company had constituted an Internal Complaints Committee (‘ICC')
to redress the complaints received regarding sexual harassment. The
ICC meets periodically to discuss various scenarios/sample cases
and steps that can be taken to ensure that POSH cases are reported
and addressed uniformly across the organization. The details of the
complaints received during the year under review are as follows. The
Company endeavours to complete the inquiry process within the
stipulated period of 90 days.

i. Complaints filed during the financial year : 64

ii. Complaints disposed off during the financial year : 60

iii. Complaints pending as on end of the financial year : 4

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

(A) Conservation of Energy

The Company continuously strives to reduce the environmental
impact of its operations and lower its carbon footprint. It focusses
on improving energy efficiency, increasing the use of renewable
energy and improving waste management to reduce the overall
environment footprint.

i) The steps taken or impact on conservation of energy

During FY 2025, the Company has installed Variable
Frequency Drives (‘VFDs') to dynamically regulate fan
speeds based on real-time load requirements. With the
VFDs in place, exhaust fans operate at optimal speeds—
delivering full power only when needed and reducing
their speed during low demand periods. This targeted
solution has significantly reduced energy usage,
extended equipment lifespan, and enhanced overall
operational efficiency.

ii) The steps taken by the Company for utilising alternate

sources of energy

a) Renewable energy: The Company has strategically
transitioned to renewable energy for its sites with
high energy demand to advance its Sustainability
goals. The Company has successfully procured
renewable power for its Bangalore facility through
open access, and has signed a PPA to power its
Greater Noida site with clean energy. This initiative
has resulted in procurement of more than 6,000 MWh
of Renewable energy.

b) E-Bikes: The Company has invested significantly
in expanding E-Bikes to the ever growing fleet
and business demand in its commitment towards
sustainable operations. During FY 2025, the Company
has made significant progress by increasing the
number of e-bikes and e-cycle to 56%. This is an
important initiative to reduce carbon footprint and
transition to a more sustainable future. The Company
is focused to implement e-bikes in all of the new
stores, taking into account the local terrain. All of
the bikes used in Popeyes and Hong's Kitchen are
already electric.

c) Petrol: The Company has also optimized petrol
consumption for petrol bikes by integrating smart
business demand based limits resulting in a savings
of 13 Lac litres of petrol worth 14 Cr in petrol cost.
Even with significant higher scale of business growth
in FY 2025, the Company's net cost per delivery
has dropped by more than 50%. With its delivery
bikes covering more than 300 million kilometers, this
decrease in fuel consumption has led to a notable
reduction in the carbon footprint. The Company is
also integrating latest technology based Internet of
Things (‘IoT') devices for further optimization and
developing excellence in business operations.

d) Piped Natural Gas: The Company operates over 230
stores using Piped Natural Gas (‘PNG'), embracing
cleaner fuel alternatives for store operations. Since
PNG emits significantly fewer greenhouse gases
compared to Liquefied Petroleum Gas (‘LPG'), more
than 10% of the Company's portfolio now relies on
this eco-friendly fuel, reinforcing its commitment to
sustainable and responsible growth. Additionally, the
Company has achieved a 7% year-on-year reduction
in overall gas consumption by implementing smart
usage limits and deploying innovative solutions across
its store network.

iii) The capital investment on energy conservation equipment

Capital investment on energy conservation equipment

during FY 2025 was approx. H909.23 million.

(B) Technology Absorption

The Company continues to set new benchmarks in technology
adoption within the food service industry, pioneering digital
innovations that enhance customer experience and drive
operational excellence across its digital platforms, restaurant
network, delivery systems, commissaries, and supply chain.

Best-in-Class Digital Ecosystem and Consumer Experience

The Company has built an industry-defining, food-first digital
ecosystem anchored by a friction-free, high-conversion mobile
app and powered by a sophisticated digital commerce platform.
Through deep investments in UX research and the development
of proprietary personalization and recommendation engines,
the Domino's India App has emerged as the highest-rated food
delivery app on both iOS and Android. These efforts have led to
record-high conversion rates and a seamless ordering experience,
reinforced by innovative features such as ordering pizza on moving
trains and drive-through collection.

A next-generation digital platform underpins this transformation—
designed to seamlessly scale across multiple brands, countries,
and languages. This foundation positions the Company to unlock
new business models and expand its digital footprint globally.

Store.AI: Proprietary AI Engine Powering Strategic Growth
and Precision Operations

The Company is at the forefront of integrating Data, Artificial
Intelligence (‘AI'), and Machine Learning (‘ML') at scale to drive
its next phase of growth and operational efficiency. Central to
this transformation is its proprietary store.AI engine, a cutting-
edge platform that supports data-driven decision-making
across the network.

In a highly competitive market where location is critical to a
restaurant's success, particularly for a market leader like
Dominos, identifying optimal store sites is both a challenge
and a strategic priority. With nearly 2,200 stores in operation,
planning the next 1,000 locations requires precision, foresight,
and technological innovation.

The store.AI engine evaluates thousands of internal and external
demand signals to pinpoint high-potential areas for new store
development. It enables the Company to predict demand with
exceptional accuracy, down to specific streets and malls, ensuring
that each new outlet is strategically placed for maximum impact.

Beyond expansion, store.AI plays a crucial role in optimizing
existing operations. It enables data-led refinements in delivery
zones and store operating hours, ensuring enhanced efficiency
and superior customer service. Furthermore, the ability to identify
micro-clusters empowers the Company to deploy hyperlocal
marketing campaigns, driving targeted demand and deeper
customer engagement at a granular level.

Through store.AI, the Company is not only transforming how
it grows but also reinforcing its position as a technology-first,
customer-centric brand committed to long-term value creation.

Enhancing Customer Experience through Proprietary Customer
Science Engine

The Company continues to strengthen its competitive advantage
by leveraging data and advanced analytics to deliver highly
personalized customer experiences. At the core of this effort
is the Company's proprietary Customer Science Engine, which
plays a pivotal role in deepening customer understanding and
driving engagement across all touchpoints.

This engine continuously tracks a wide range of customer
interactions—including order history, browsing behaviour, CRM

engagement, Net Promoter Scores (‘NPS'), and feedback—to
generate rich, actionable insights. By analysing this data, the engine
enables the Company to understand each customer uniquely,
predict future behaviour, and prescribe the Next Best Action—
whether it's a personalized offer, product recommendation,
or tailored communication.

As a result, customers receive dynamically curated menus, relevant
cross-sell and upsell suggestions, and a faster, more intuitive
ordering experience. This not only enhances convenience and
satisfaction but also improves conversion rates and order values.

Additionally, the engine supports precision in promotional strategy
by powering targeted discount investments. Instead of broad-
based discounts, the Company can selectively offer incentives
to customers where they are most effective, improving return on
investment and protecting margins.

Through the Customer Science Engine, the Company is creating
a more personalized, efficient, and profitable customer journey—
underscoring our commitment to customer-centric innovation
and sustainable growth.

Precision Pricing Powered by AI

The Company's proprietary pricing engine harnesses the power
of Artificial Intelligence and Machine Learning to drive intelligent,
pricing decisions with precision and agility. By integrating real-time
demand signals, market dynamics, and a wide array of external
data sources, the engine continuously refines pricing strategies
and tailors promotional constructs to maximize revenue across
channels. The pricing engine is designed to deliver the most value
to customers—ensuring pricing remains competitive, relevant, and
responsive to customer needs.

This AI-led approach not only strengthens the Company's ability
to respond to shifting market conditions but also reinforces
its commitment to profitable, customer-centric growth. By
embedding intelligence at the core of its pricing strategy, the
Company is well-positioned to drive long-term value creation and
maintain its leadership in a dynamic, data-driven marketplace.

Driving excellence in restaurant operations, delivery,
commissaries, and supply chain

The Company is advancing its operations by embedding
automation in its restaurants, commissaries, and logistics through
enterprise-grade processes. An auto-indenting tool forecasts
daily ingredient requirements at the store level, optimizing
inventory to ensure maximum availability while minimizing
waste and sales loss. The in-house Last Mile Delivery Platform
(‘DMS') empowers the Company's restaurants and riders to
efficiently manage order deliveries, providing customers with a
smooth order-tracking experience. The proprietary restaurant
app, OSSOM, serves as a comprehensive tool for restaurant
managers to streamline operations.

The Transportation Management System (‘TMS') optimizes the
Company's outbound logistics, including route optimization,
delivery scheduling, real-time tracking via a Digital Control Tower,
and detailed reporting on key performance indicators, freight cost
allocation, and more. The Company also employ IoT sensors to
monitor variables such as chamber temperature, truck speed,
door status, and truck geolocation to ensure food quality.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions of Section 134 of the Act, your Directors state
that in the preparation of the Statement of Profit and Loss Account for
the financial year ended March 31, 2025 and the Balance Sheet as at
that date, the Directors have:

a) followed the applicable accounting standards along with proper
explanation relating to material departure;

b) selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable anc
prudent so as to give a true and fair view of the state of affairs oi
the Company at the end of the financial year and of the profit of
the Company for that period;

c) taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Acf
for safeguarding the assets of the Company and for preventing
and detecting fraud and other irregularities;

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

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

engagement and operations. This next-generation capability
is enhancing its voice-of-customer initiatives, enabling deeper
understanding and faster responsiveness at scale. GenAI is being
deployed to generate personalized marketing content, automate
customer support interactions, and synthesize large volumes of
operational data, significantly improving productivity, consistency,
and insight generation across functions.

Through these initiatives, the Company continues to lead the
industry in innovation, setting new standards for customer
satisfaction and operational excellence. The Company's
dedication to technological advancement ensures that it remain
at the cutting edge, providing exceptional value and experiences
for customers as well as employees.

f) devised proper systems to ensure compliance with the provisions

of all applicable laws and that such systems were adequate and
operating effectively.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards

on Meetings of the Board of Directors and on General Meetings issued

by the Institute of Company Secretaries of India and notified by the

Ministry of Corporate Affairs.

OTHER STATUTORY DISCLOSURES

During the year under review:

a) The Company had not accepted any deposits from public and
there was no outstanding, unpaid or unclaimed public deposits
under Chapter V of the Act;

b) Maintenance of cost records under sub-section (1) of
Section 148 of the Act was not applicable to the Company;

c) No equity shares with differential rights as to dividend, voting or
otherwise were issued;

d) No Sweat Equity shares were issued;

e) No remuneration or commission was paid to the Whole-time
Director/ Managing Director of the Company by the subsidiaries
of the Company;

f) No significant and material orders were passed by the Regulators/
Courts/Tribunals which impact the going concern status and
Company's operations in future;

g) No change in the nature of the business of the Company;

h) No application was made nor any proceeding were pending under
the Insolvency and Bankruptcy Code, 2016; and

i) No instance of any one-time settlement with any Banks or
Financial Institutions.

There have been no material changes and commitment, affecting
the financial position of the Company which occurred between the
end of FY 2025 till the date of this Report, other than those already
mentioned in this Report.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank and acknowledge
with gratitude, the contribution, co-operation and assistance
received from International Business Partners from Domino's,
Popeyes, Dunkin', Government and Regulatory Authorities, other
Business Partners, Bankers, Members and other Stakeholders.
Also, the Board places on record its deep appreciation for the
enthusiasm, co-operation, hard work, dedication and commitment
of the employees at all levels.

Your Directors appreciate the continued co-operation and support
received from its customers that has enabled the Company to make
every effort in understanding their unique needs and deliver maximum
customer satisfaction.

Inspired by the Vision, driven by Values and powered by Strength, your
Directors and employees of the Company look forward to the future
with confidence and stand committed to creating an even brighter
future for all stakeholders.

For and on behalf of the Board of Directors

Shyam S. Bhartia Hari S. Bhartia

Chairman & Director Co-Chairman & Director

DIN : 00010484 DIN : 00010499

Place: Noida Place: Noida

Date: May 14, 2025 Date: May 14, 2025