Speciality Restaurants Ltd

Anjanmoy Chatterjee Chairman & Managing Director

Founder &- Chairman cum Managing Director of Speciality Restaurants Limited, a pioneer in creating a chain of fine-dining restaurants. His visionary skills have played a pivotal role in crafting some of IndiaRSs iconic brands and some of the most memorable dining experiences. His leadership has been instrumental in shaping the brandRSs success and reputation across the country.

With over 35 years of experience in advertising and hospitality, he is instrumental in driving the companyRSs expansion strategy. Before launching his own venture, he gained valuable experience at Anand Bazar Patrika. His tenure with the Taj Group of Hotels in Mumbai, which set the stage for his entrepreneurial debut &- success in the hospitality industry and marketing.

In addition to his role at Speciality Restaurants, he is also the founder &? MD of Situations Advertising &? Marketing Services Pvt. Ltd. which is also his own entity, besides serving as an Independent Director at Emami Ltd., further showcasing his influence in the corporate world. He has also held the position of Director at the Hotel &- Restaurants Association, reflecting his long-standing commitment to the industry.

He holds a BachelorRSs Degree in Science and a Diploma in Hotel Management, Catering Technology, and Applied Nutrition. His vision and dedication have made him a pivotal figure in the hospitality sector, driving innovation and excellence in every venture he undertakes.

Indranil Ananda Chatterjee Deputy Managing Director

Holding a BachelorRSs Degree in Commerce and a Post Graduate Diploma in Business Management with over 35 years of experience in Finance and Marketing. He brings to the table his well-rounded management skills and strategic inputs for the CompanyRSs growth and expansion plans.

Suchhanda Chatterjee Whole-time Director

She is also the Promoter Director of the company and holds a BachelorRSs Degree in Arts with over 20 years of experience in the hospitality industry. She can be accredited with bringing uniformity in the ambience of each restaurant under a brand and creating a unique identity for each brand esp. the flagship brands under the Speciality Restaurants umbrella.

Avik Chatterjee Whole-time Director

He holds a BachelorRSs Degree in Business Administration from Kingston University, London. During the period of his study at London he worked on the project of Lounge Bars. He joined the Company as Head Innovation and New Formats with effect from November 7, 2015. He was appointed on Board of Directors of the Company as Executive Director - Innovation and New Formats with effect from February 2, 2020. He is also Director of Caterland Hospitality Ltd., Joint Venture Company and Speciality Hotels India Private Limited, wholly owned subsidiary company.

He is spearheading the CompanyRSs launch of several new brands viz. Hoppipola, POH, Bohoba, GONG, Episode One and now Walters (Burger). He is responsible for development of new formats and setting up of process for its smooth operations and for the rebranding of flagship brand "Mainland China" and "Asia Kitchen by Mainland China", updating the vibe, menu and overall experience for a new generation. He brings to the table conceptualization of new brands, concepts &- detailed analysis on prevailing trends in market, constant research and development towards food and beverage and identification of new markets and customer needs or preferences.

Ullal Ravindra Bhat Independent Director

He is one of IndiaRSs well known investment managers having managed foreign institutional investments in Indian equities for more than two decades. He was the Chief Investment Officer of Jardine Fleming in India for 7 years, which subsequently became a part of JP Morgan, advising the India dedicated funds of the Flemings group. He joined the Dalton group, UK in 2005 to lead their entry into India as the Managing Director of Dalton Capital Advisors (India) Pvt. Ltd., advising foreign institutional investors investing in India. He has co-founded Alphaniti Fintech Pvt. Ltd., a new-age Investment Advisory Co. offering data-driven, rule-based and tech-enabled investment products. He is an M.Sc. from Indian Institute of Technology, Kanpur and has attended advanced courses on Finance at the Harvard Business School, Boston and Indian Institute of Management, Ahmedabad. He is a Fellow of the Chartered Institute of Bankers, London.

He is a respected commentator in the electronic and print media and has authored a well regarded editorial column for more than a decade in the Economic Times, one of the worldRSs largest financial dailies. He was closely involved in formulating policies for benchmark indices for the Stock Exchange, Mumbai as a member of its Index Committee. He has been active in the area of Corporate Governance both in his writing and speaking engagements, as also as a past member of the Corporate Governance Committee of the Indian Merchants Chamber. He has served on the Boards of several companies in India as an independent Director. He is currently on the Boards of Axis Pension Fund Management Ltd, Yasho Industries Ltd., Universal Autofoundry Limited and Repro India Ltd. as an Independent Director of these companies.

Rakesh Pandey Independent Director

He holds a degree in B. Tech. (Hons.) Chemical Engg. from IIT BHU Varanasi and Global Program on Management Development from University of Michigan.

He is a well rounded business leader with a very diversified experience at apex level, helming roles from President, CEO, Chief of HR, R&-D, Manufacturing, while working with leading companies like Marico, HUL, Raymond, DCM, British Oxygen(UK).

He has been a great believer in innovation and challenging status quo and pushed boundaries in various roles he played.

At Marico, he pioneered efficacious skin care in India as the founding CEO of Kaya Skin Clinic, and expanded its horizons all over India and Middle East. At Raymond, as President Retail, he launched a new concept in dressing "Made to Measure" which won the Economic Times award for most innovative retail concept. He was also adjudged Retail Professional of the year and has won many accolades over the years. He is actively engaged in launching start ups in Healthcare and Edtech field as well as mentoring budding entrepreneurs.

He is a CXO coach too (certified from Neuro leadership Institute US) and practices Results based coaching.

Anita Bandyopadhyay Independent Director

She is the Founder Director of KafeHR, a boutique strategic HR Consultancy Firm, with profound expertise in Leadership Development, Talent Management, Performance Management, and HR Processes.

In a career spanning over two decades Dr. Bandyopadhyay has worked with large multi national companies as well as multiple small to midsize companies.

Her way of looking at HR from a business perspective truly sets her apart from others. With her expertise in the field of HR management as well as a keen ability to understand business dynamics, she is able to provide strategic advice that is practical and implementable, helps the organisation overcome obstacles and stimulate growth thus taking the organisation further.

She has a Doctorate in Applied Psychology from Kolkata University and an Executive MBA from SP Jain Institute of Management &- Research, Mumbai. She is a certified coach and is also certified in multiple competency frameworks and psychometric instruments. She is currently on the Board of Ami Organics Limited and Shilpa Medicare Limited as an Independent Director.

Rakesh Mathur Independent Director

He has over 40 years of extensive and varied experience in the Hospitality industry. He has handled various assignments in India and abroad.

Mr. Mathur holds a B. A. (Honours) degree with Specialization in Economics from Delhi University and Diploma in Hotel Management from Oberoi Hotel, Affiliated to Cornell University, USA.

He Joined Oberoi Hotels as a Management trainee in the year 1973 and has held key positions upto General Manager of Oberoi Palace, Shrinagar, Jammu and Kashmir.

He has held key Positions like President of ITC Welcom Heritage Hotels, Executive Director - South and West Asia of BASS (now IHG) group, Director - Operations of Ambassador Group and General Manager of Centaur Group, Surya Sofitel etc. He was also involved in Strategy Advisory role for CG Group and Shangrilal Group, Nepal. He is Strategy Advisor of Lords Groups, India.

He is a Founder and currently President of Responsible Tourism Society of India and Executive Committee Member of Indian Heritage Hotels Association and INTACH Tourism Committee.

Aditya Ghosh Non-Executive Director

Business Leader and Co-Founder of Akasa Air. He is currently a Member of the Board of Directors at Akasa Air, OYO Hotels &- Homes, GreenCell Mobility, Wadhwani Foundation, Tweet Foundation, and Ashoka University, amongst others. He is also an Independent Director at Ras A1 Khaimah (RAK) International Airport and a member of Conde Nast TravelerRSs First-Ever Global Advisory Board.

He is the Chairperson of the Social Enterprise Central body of SEWA and the Chairman of the CII National Committee on Skill Development &- Livelihood. He is one of the Founders of Ashoka University and a Member of the Circle of Sponsors where he heads the Service Excellence Committee.

Formerly, he was the President &- Wholetime Director of IndiGo for ten years where he was instrumental in turning the airline into the largest and most profitable airline in India, and also one of the fastest-growing lowcost carriers in the world. Prior to becoming a Board Member at OYO, he was also the CEO of OYO Hotels and Homes South Asia.

He is a World Economic Forum-Young Global Leader and has been recognized as Fortune 40 under 40 Globally and Fortune India 40 under 40 three years in a row. Aditya is a key supporter of the start-up world and has invested in consumer-facing businesses through his investment arm Homage Ventures such as BlueTokai, Wholsum Foods, Genepath Diagnostics, CreditEnable, Speakln, Vsync, Juggernaut, Ladies Who Lead, EasyRes, Floqsta and Caterland UK, Chourangi.

He is originally a lawyer by training and is now, an alumni of the Harvard Business School, having successfully completed HBSRS coveted and flagship Advanced Management Program (AMP).

Utkarsh Sinha Independent Director

Currently Managing Director of Bexley Advisors - a boutique investment bank focused in helping Indian venture capital and private equity funds raise LP capital, and facilitating early stage deals in tech and media. He has also served as Member, SIDBI Working Group on MSME Debt, the VC Anchor for iSpirt and as the Convenor of IAMAIRSs FinTech Committee.

He is a graduate of MIT and Oxford, and formerly worked at BCG, Bridgewater Associates and Moelis &- Co. in Boston, Connecticut and London.

DIRECTORSRS REPORT To,

The Members

Speciality Restaurants Limited

Your Directors hereby present the Twenty Fifth Annual Report together with the audited, standalone and consolidated Financial Statements of the Company for the financial year ended March 31,2024.

1. Financial Results

2. Financial Performance and the state of CompanyRSs affairs Standalone Performance

Your Company has continued to consolidate its market leadership in the Pan-Asian cuisine segment.

Your CompanyRSs brand presence in multiple formats ranging from Fine Dining, Casual Dining, Resto Bar, Cloud kitchens and Confectioneries which continues to build on expertise and also keeps innovating with newer formats to cater to the evolving palate of the consumers.

During the year under review, the Company has opened RSAsia Kitchen by Mainland ChinaRS franchise restaurant in the Mall of Oman at Muscat, Oman. The Company continues to accelerate expansion across markets, enabling customers to experience its multi-dimensional and globally renowned brand portfolio.

During the year under review, there has been no change in the nature of the business of the Company.

During the year under review, your Company opened 3 restaurants (including 1 franchise restaurant) and 2 confectionaries. At the end of financial year ended March 31, 2024, your Company had 70 restaurants (including 15 franchisees), 14 Cloud Kitchens and 42 confectionaries.

In FY 2023-24 revenue growth of 4.8% was led by same-store sales growth at 3.2%. The gross margin for FY 2023-24 was approximately 69.4% which was similar with the previous FY 2022-23.

The performance of the Company needs to be analysed in the context of the economic and operating environment as under:

(i) The total income of your Company for the year under review was RS 4,126.5 million, as against the previous yearRSs total income of RS 3,987.1 million, increased by 3.5%.

(ii) The earnings before Depreciation, Interest, Tax and Amortization (EBDITA), which amounted to RS 871.9 million (22.2% of the revenue) as against RS 1,002.7 million (26.7% of the revenue) in the previous year.

(iii) Total comprehensive income for the year under review was RS 263.3 million as against RS 956.5 million in the previous year.

Consolidated Performance

Consolidated Revenue from operations for the year under review was at RS 4,047.0 million, grew by 7.9%. Revenue growth was largely driven by re-classifying Caterland Hospitality Limited from Joint Venture Company to Subsidiary under Ind AS 103 Business Combinations and Ind AS 110 Consolidated Financial Statements with effect from October 01, 2023. In this context, the Board had recognized rights of Speciality Hospitality UK Limited, Wholly Owned Subsidiary of the Company in operating activities of Caterland Hospitality Limited, Step down Subsidiary company of the Company.

Consolidated Total Income for the FY 2023-24 was RS 4,254.1 million, higher by 6.6% than the previous yearRSs Total Income of RS 3,990.9 million.

Caterland Hospitality Ltd. registered growth in business volumes and profitability during FY 2023-24. Caterland Hospitality Ltd. continued its profitable path registering the year at record Turnover, EBITDA, EBITDA margins and Profit after Tax.

The detailed analysis on financial performance is included under the Management Discussion and Analysis Report, which forms part of the Report.

3. Dividend on Equity Shares

Your Directors are pleased to recommend a dividend of RS 1.00 per share (10%) on Equity Shares of RS 10/- each for the financial year ended March 31, 2024 (previous year - RS 2.5 per share (25%).

The Board recommended the dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and the dividend will be paid out of the profits for the financial year ended March 31, 2024 after the same is declared in the ensuing Annual General Meeting of the Company.

The total outflow towards dividend on Equity Shares would be RS 48 million resulting in a dividend pay-out of 18% of the standalone profits of the Company. The dividend once declared by the Shareholders will be paid within the timelines prescribed under the Companies Act, 2013 ("Companies Act") and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Pursuant to Regulation 43A of the Listing Regulations, the Board of Directors of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the RSInvestorsRS section at www.specialitv.co.in.

4. Book closure

In order to determine the eligibility of the shareholders to vote and to receive the dividend for the financial year ended on March 31, 2024, the Register of Members and Share Transfer Books of the Company will be closed from Saturday, September 14, 2024 to Friday, September 20, 2024 (both days inclusive).

5. Transfer to Reserves

As permitted under the Companies Act, the Board has decided to retain the profit for the Financial Year 2023-24 in the statement of profit and loss account.

6. Audited Financial Statements

As per Regulation 34(2) of the Listing Regulations, Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024 i.e. Balance Sheet, Statement of Profit and Loss and Cash Flow Statement are appended hereto.

There have been no material changes and commitments, which affect the financial position of the Company subsequent to the close of the financial year ended March 31,2024 and till the date of this report, which forms a part of the Annual Report.

7. Subsidiary

As defined under the Companies Act, the Company has 3 wholly owned subsidiary companies and 2 step down subsidiaries as on March 31, 2024. There has been no material change in the nature of the business of the subsidiaries.

Wholly Owned Subsidiaries

a. Speciality Hospitality UK Limited was incorporated as a private limited company, limited by shares (bearing company number 10927982) on August 22, 2017, registered with The Registrar of Companies for England and Wales, having its registered office at 134 Buckingham Palace Road, London, SW1W 9SA, United Kingdom.

b. Speciality Hospitality US, Inc. (bearing company number 803423900) was incorporated on September 19, 2019, which is registered with Office of the Secretary of State of Texas, having its registered office at 6161 Savoy Drive, Suite 1000, Houston TX 77036.

c. Speciality Hotels India Private Limited became wholly owned subsidiary company on August 2, 2022. The Company holds 100% Equity Share Capital of Speciality Hotels India Private Limited.

Step Down Subsidiaries

a. Caterland Hospitality Ltd., a step down subsidiary company of the Company own and operates "CHOURANGI" restaurant at 3 Old Quebec St, London W1H 7AF with effect from October 7, 2021.

Chourangi is the first venture of Speciality Restaurants through its subsidiary, in the city of London. It has introduced LondonRSs discerning food lovers to the unexplored cuisine of Calcutta - three centuries old and still evolving, bursting with taste and flavours that have never before been encountered in this city. Turnover for the year ended March 31, 2024 was GBP 2.33 million. Total profit for the year was GBP 0.34 million.

For further analysis on the consolidated performance, attention is invited to the section on Management Discussion and Analysis, notes to the consolidated financials and Form No. AOC - 1.

b. Foodland Ventures, LLC, a step down subsidiary company of the Company incorporated to setup, own and operate restaurants in United States of America under Foodland Ventures LLC in the year 2019.

Joint Venture partners of Foodland Ventures, LLC voluntarily wind up of Foodland Ventures LLC. The Certificate from Texas Comptroller of Public Accounts and Certificate of termination from the Office of the Secretary of State of Texas was received on June 18, 2024 for voluntary winding up of Foodland Ventures LLC.

The Consolidated Financial Statements of your Company, its joint venture, wholly owned subsidiaries and step-down subsidiaries, prepared in accordance with the relevant accounting standards of the Institute of Chartered Accountants of India, duly audited by the Statutory Auditors, form a part of the Annual Report and are reflected in the consolidated accounts.

Pursuant to the provisions of Section 129(3) of the Companies Act, a statement containing salient features of the financial statements of wholly owned subsidiaries and step-down subsidiaries in Form AOC-1 is attached to the Financial Statements of your Company.

8. Joint Venture Company

Your Company has received approval from Reserve Bank of India (RBI) for disinvestment arising out of voluntary liquidation / winding up of the Joint Venture company "Mainland China & Indigrill Restaurant LLC" (erstwhile Mainland China Restaurant LLC) incorporated in Doha, Qatar ("JV company"). Your Company had made a provision for impairment in the investment during the financial year 2017-18 for the total financial commitment and other dues of JV company amounting of RS 101.4 million.

During the year under review, the above disinvestment did not have any material impact on the financials of the Company since the provision for impairment in the investment was made during the financial year 2017-18.

9. Scheme of Arrangement

On 20^th October 2022, the Board of Directors of the Company approved a scheme of arrangement between Speciality Restaurants Limited (the "Company" or "Demerged Company" or "SRL") and Speciality Hotels India Private Limited ("Resulting Company" or "SHIPL") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act and Rules made thereunder ("Scheme"), which provides for the Demerger of Leasehold Land at Bhubaneswar, Orissa allotted to the Company to set up RSfood parkRS business to exploit growth potential of the Land to the Resulting Company.

The Company has filed Scheme of Arrangement with the National Company Law Tribunal (Kolkata Bench) for its directions.

The Scheme and other documents are hosted on the website of the Company, which can be accessed at the link - https:// speciality. co.in/investors.htmlRSclick=link1#.

10. Fund Raising

The Members at its Extra Ordinary General Meeting held on January 18, 2023, approved the resolution for issue 60,00,000 Warrants convertible into Equity Shares, on preferential basis to the proposed allottees in accordance with provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI (ICDR) Regulations"), for an amount aggregating to RS 1272.30 million.

The Board at its Meeting held on February 2, 2023 on receipt of 25% of the warrant issue price i.e. RS53.02 per warrant amounting to RS 318.12 million allotted 60,00,000 warrants to the proposed allottees.

During the year under review, the Board of Directors of the Company allotted 11,40,000 equity shares to 10 warrant holders who had opted for Conversion of 11,40,000 warrants upon receipt of 75% of the warrant exercise price of RS 159.03 per equity shares amounting to RS 181.29 million.

The Board of Directors of the Company at its Meeting held on December 29, 2023, approved to extend the date of exercise of the conversion of the 48,60,000 warrants into equity shares for 14 warrant holders beyond December 31, 2023 to on or before August 1,2024, i.e. last date for conversion of warrants as per SEBI (ICDR) Regulations, 2018, as amended.

The details of utilization of the Funds raised through issuance of warrants convertible into equity shares, on preferential basis and the balance outstanding as on March 31,2024 are provided in the Corporate Governance Report. During the year ended March 31, 2024, there was no deviation or variation in the use of funds raised through Issue of Warrants convertible into Equity Shares, issued on preferential basis from the Objects as stated in the Explanatory Statement to the Notice of the Extraordinary General Meeting of the Company dated December 21, 2022.

The Board of Directors of the Company at its Meeting had allotted equity shares, in lieu of exercise of the conversion of warrants to warrant holders upon payment of RS 75% i.e. RS 159.03 (Rupees One Hundred and Fifty Nine and Three Paise only) each which was as follows:

The Board at its Meeting held on August 6, 2024 considered and approved the forfeiture RS 25,03,60,440 being 25% of the upfront payment made towards warrant subscription amount paid by the 14 warrant holders holding 47,22,000 warrants issued on preferential allotment basis, due to the non-exercise of warrants into equity shares by such warrant holders along with payment of balance 75% of warrants exercise price to the Company on or before August 1, 2024, in terms of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018

11. Awards and Recognition

Your CompanyRSs brand initiatives have been recognized and appreciated across forums. During the year under review your Company has won the following awards:

12. Directors and Key Managerial Personnel

(i) Directors

During the year under review and as on the date of the report, the composition of the Board consists of 10 Directors comprising 5 Independent Directors, 4 Executive Directors and 1 Non-Executive Director.

(ii) Independent Directors

In terms of the definition of RSIndependent Director as prescribed under Listing Regulations and the Companies Act, the Company has received necessary declaration from each independent director under the Companies Act, to the effect that each of them meet the criteria of independence laid down in the Companies Act and the Listing Regulations and they are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence as required under the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

The following Non-Executive Directors are Independent Directors of the Company:

In terms of Section 150 of the Companies Act and Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs ("MCA"). Mr. Rakesh Mathur and Mr. Utkarsh Sinha are required to undergo the online proficiency self-assessment test conducted by the IICA within the prescribed period.

The Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act and applicable rules thereunder) of all the Independent Directors.

(iii) Woman Director

Mrs. Suchhanda Chatterjee is the Director of the Company since the incorporation of the Company.

The Board and Members of the Company approved the appointment of Mrs. Suchhanda Chatterjee (DIN: 00226893) as Whole-Time Director of the Company for a term of five years with effect from July 01, 2024.

(iv) Managing Director and Whole-time Directors

Mr. Anjanmoy Chatterjee (DIN:00200443) has been serving as Managing Director of the Company since December 2007. He has been appointed as the Chairman of the Board of Directors with effect from September 11, 2017.

Mrs. Suchhanda Chatterjee (DIN:00226893) has been serving as Whole-time Director of the Company since July 2010.

Mr. Indranil Chatterjee (DIN:00200577), Whole-time Director of the Company has been designated and appointed as Deputy Managing Director of the Company with effect from February 3, 2020.

Mr. Avik Chatterjee (DIN:06452245) has been appointed as Whole-time Director (designated as Executive Director - Innovation and New Formats) of the Company with effect from February 3, 2020.

(v) Cessation:

Mr. Dushyant Mehta (DIN: 00126977) as per the terms of his appointment, completed his second term as an Independent Director of the Company on March 31,2024 and accordingly ceased to be an Independent Director and Member of the Board of Directors of the Company w.e.f. April 1, 2024.

The Board places on record its appreciation of the valuable guidance received from him during his association with the Company.

(vi) Appointment:

Mr. Rakesh Mathur

The Board of Directors of the Company on January 17, 2024, based on the recommendation of the Nomination and Remuneration Committee (RSNRCRS), approved the appointment of Mr. Rakesh Mathur (DIN: 02285801) as an Additional Director (Independent Director) for a term of five (5) years with effect from April 1, 2024 upto March 31,2029 (both days inclusive).

On May 8, 2024, the Members of the Company, by way of a Postal Ballot, approved the Special Resolution for the appointment of Mr. Rakesh Mathur as an Independent Director of the Company for the above-mentioned tenure.

Mr. Aditya Ghosh

The Board of Directors of the Company on June 19, 2024, based on the recommendation of the Nomination and Remuneration Committee (RSNRCRS), approved the appointment of Mr. Aditya Ghosh (DIN: 01243445) as an Additional Director (Non-Executive Non-Independent Director) with effect from July 1, 2024. A resolution seeking MembersRS approval for his appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

Mr. Utkarsh Sinha

The Board of Directors of the Company on June 19, 2024, based on the recommendation of the Nomination and Remuneration Committee (RSNRCRS), approved the appointment of Mr. Utkarsh Sinha (DIN: 07809054) as an Additional Director (Independent Director) for a term of five (5) years with effect from July 1,2024 upto June 30, 2029 (both days inclusive). A resolution seeking MembersRS approval for his appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

(vii) Re-appointment:

Mr. Avik Chatterjee

In accordance with the provisions of the Companies Act and the Articles of Association of the Company, Mr. Avik Chatterjee, (DIN: 06452245) Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. A resolution seeking MembersRS approval for his re-appointment forms part of the Notice of the ensuing 25^th Annual General Meeting.

Dr. Anita Bandyopadhyay

Based on the recommendation of the Nomination and Remuneration Committee, the Board has re-appointed Dr. Anita Bandyopadhyay (DIN: 08672071) as an Independent Director of the Company for a second term of five consecutive years with effect from February 3, 2025 till February 2, 2030, subject to approval by the members of the Company at the ensuing annual general meeting.

(viii) Disclosure of Re-appointment of Dr. Anita Bandyopadhyay

The Company has received declaration from Dr. Anita Bandyopadhyay confirming that she meets the criteria of independence prescribed under the Companies Act and the Listing Regulations.

The Nomination and Remuneration Committee, on the basis of performance evaluation of the Independent Director and taking into account the external business environment, the business knowledge, acumen, rich experience and the substantial contribution made by Dr. Anita Bandyopadhyay during her tenure, has recommended to the Board that continued association of Dr. Anita Bandyopadhyay as an Independent Director of the Company would be beneficial to the Company.

Based on the above and the performance evaluation of the Independent Director, the Board approved the re-appointment of Dr. Anita Bandyopadhyay, as an Independent Director of the Company for a second term of five consecutive years on the Board of the Company with effect from February 3, 2025 to February 2, 2030, subject to the approval of the members of the Company at the ensuing annual general meeting of the Company.

The above re-appointment is recommended by the Nomination and Remuneration Committee and approved by the Board and consequently recommended by the Board to the Members for their approval.

Brief particulars and expertise of directors seeking appointment/re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

(ix) Key Managerial Personnel

Mr. Anjanmoy Chatterjee, Chairman & Managing Director; Mrs. Suchhanda Chatterjee, Whole-time Director; Mr. Indranil Chatterjee, Deputy Managing Director; Mr. Rajesh Kumar Mohta, Executive Director-Finance and CFO and Mr. Avinash Kinhikar, Company Secretary & Legal Head are the Key Managerial Personnel of the Company as per the provisions of the Companies Act.

(x) Evaluation of Performance of the Directors, Board and Committees of the Board

Pursuant to the applicable provisions of the Companies Act, the Listing Regulations and SEBI Guidance Note on Board Evaluation dated January 05, 2017, the Board has carried out an annual evaluation of its own performance, the performance of its directors as well as evaluation of its committees.

The manner in which the formal annual evaluation of the directors, committees of the Board and the Board as a whole is disclosed in the report on Corporate Governance which forms part of the Annual Report.

(xi) Policy on DirectorsRS appointment, remuneration and other details

The CompanyRSs policy relating to remuneration of directors, key managerial personnel, senior management and other employees as stipulated in Section 178 (3) of the Companies Act has been disclosed in the Corporate Governance report, which forms part of this report.

(xii) Number of Board Meetings

The Board of Directors met nine (9) times during the financial year ended March 31, 2024 and the intervening gap between the meetings did not exceed the period specified under Companies Act. Detailed information on the meetings of the Board is included in the report on Corporate Governance which forms part of this Annual Report. Measures were taken to ensure security of information and confidentiality of process, at the same time, ensuring convenience of the Board members.

Besides the above, several committee meetings of the Board were held during the financial year ended March 31, 2024, the detailed information of which is included in the report on Corporate Governance.

The Meeting of Independent Directors was held on March 16, 2024.

(xiii) Committees of the Board

e) StakeholdersRS Relationship Committee

During the year under review, all recommendations of the Committees were approved by the Board. The details including the composition of the Committees including attendance at the Meetings and terms of reference are included in the Corporate Governance Report, which forms a part of the Annual Report.

(xiv) Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees for the purpose of attending meetings of the Board/ Committee(s) of the Company and commission on Net Profit of the Company paid for Financial Year 2022-23.

13. Share Capital

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from RS 46,95,76,570/- comprising of 4,69,57,657 equity shares of RS 10/- each to RS 48,23,56,570/- comprising of 4,82,35,657 equity shares of RS 10/- each pursuant to allotment of 12,78,000 equity shares upon conversion of warrants into equity shares.

The authorized share capital of the Company as on March 31, 2024 was RS 67,00,000 (Rupees Sixty Seven Crores only) divided into 6,00,00,000 Equity Shares of RS 10/- each and 70,00,000 compulsorily convertible preference shares of RS 10/- each.

14. Related Party Transactions

There were no materially significant related party contracts, arrangements and transactions entered during the year under review by your Company. The details of the transactions with related parties are provided in the accompanying financial statements.

The Related Party Transactions entered into during the year under review were in the ordinary course of business, at armRSs length basis and were in compliance with the applicable provisions of the Companies Act read with the rules framed thereunder and the Listing Regulations. No material related party transactions were entered into during the year under review. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act in Form No. AOC-2 is not applicable to the Company for the financial year 2023-24 and hence does not form part of this Annual Report.

In terms of Regulation 23 of the Listing Regulations, the Company submits details of Related Party Transactions as per the prescribed format to the stock exchanges on a half-yearly basis.

The policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions as approved by the Board is uploaded on the CompanyRSs website at the following web link https://specialitv.co.in/pdf/pdf 2/Policies/Final SRL- Policv-on-RPT 0908.pdf.

15. Report on Corporate Governance

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V to the Listing Regulations forms part of the Annual Report. The requisite certificate from the practicing company secretaries confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is attached to report on Corporate Governance.

16. Management Discussion and Analysis Report

As stipulated under Regulation 34(2) of the Listing Regulations, Management Discussion and Analysis Report for the financial year under review is provided in a separate section forming part of this report.

17. Business Responsibility & Sustainability Report

The Company endeavours to cater to the needs of the communities it operates in thereby creating maximum value for the society along with conducting its business in a way that creates a positive impact and enhances stakeholder value. As per Regulation 34(2) (f) of the Listing Regulations, the Business Responsibility & Sustainability Report depicting initiatives taken by the Company from an environmental, social and governance perspective forms part of this Annual Report.

18. Composition of Audit Committee

The details relating to the composition of the Audit Committee are provided in the Report on Corporate Governance which forms part of this report.

19. Corporate Social Responsibility

In terms of Section 135 of the Companies Act, the Board has constituted a Corporate Social Responsibility Committee ("CSR Committee") under the Chairmanship of an Independent Director of the Company. The CSR Committee of the Board has formulated a CSR Policy which has been uploaded on the website of the Company at https://speciality.co.in/pdf/pdf 2/ Policies/CORPORATE SOCIAL RESPONSIBILITY POLICY.pdf.

The Annual Report on CSR activities as prescribed under Section 135 of the Companies Act is annexed as Annexure A which forms part of this report.

20. Vigil Mechanism / Whistle Blower Policy

In pursuance of the provisions of Sections 177(9) and 177(10) of the Companies Act and Regulation 22 of the Listing Regulations, a vigil mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://specialitv.co.in/pdf/pdf 2/Policies/VIGIL MECHANISM POLICYpdf.

21. Risk Management

Your Company has constituted Risk Management Committee to monitor and review the risk management plan and such other functions as assigned from time to time.

The Risk Management Committee is chaired by Mr. Rakesh Pandey, Independent Director, to monitor the risks and their mitigation actions as well as formulating strategies towards identifying new and emergent risks. Further, the Board is apprised of any actual / emergent risk that may threaten the long term plans of the Company.

Your Company has in place a Risk Management Policy to identify and evaluate business and other risks. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the CompanyRSs various business and operational risks, through strategic timely actions. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis which forms a part of the Annual Report.

22. Particulars of loans, guarantees or investments

Disclosure on particulars relating to loans, guarantees or investments made during the financial year ended March 31,2024 under Section 186 of the Companies Act is given in the notes to the Financial Statements.

23. Consolidated Financial Statement

According to Section 129(3) of the Companies Act, the Consolidated Financial Statement of the Company, its joint venture company, wholly owned subsidiaries and step-down subsidiaries for the financial year 2023-24 are prepared in accordance with the accounting principles generally accepted in India, including the accounting standards specified under Section 133 of the Companies Act read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Company has prepared its financial statements in accordance with Ind-AS, including accounting standard read with Section 133 of the Companies Act notified under the Companies (Accounting Standard) Rules, 2006.

In accordance with third proviso of Section 136(1) of the Companies Act, the Annual Report of the Company, containing its standalone and the consolidated financial statements, has been placed on the website of the Company, www.speciality. co.in. Further, financial statements of wholly owned subsidiaries have also been placed on the website of the Company i.e. www.specialitv.co.in.

24. Internal Financial Controls System and their adequacy

Your Company has laid down adequate internal financial controls system, through requisite policies and procedures which commensurate with its size and the nature of its operations. Such controls are operating effectively to ensure accuracy and completeness of the accounting records, the timely preparation of reliable financial information along with the orderly and efficient conduct of business.

In addition, during financial year 2023-24, as required under Section 143 of the Companies Act, the statutory auditors have evaluated and expressed an opinion on the CompanyRSs internal financial controls over financial reporting based on an audit. In their opinion, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls over financial reporting were operating effectively as on March 31, 2024.

Details of internal controls system are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. Auditors and Audit Reports

(i) Statutory Auditors and their report

At the twentieth annual general meeting held on August 23, 2019, the Members approved appointment of M/s. Singhi & Co., Chartered Accountants (Firm Registration No. 302049E) as statutory auditors of the Company (the "Statutory Auditors") to hold office for a period of five years from the conclusion of that annual general meeting till the conclusion of the twenty fifth annual general meeting to be held in the year 2024. The Statutory AuditorsRS Report for the financial year 2023-24 on the financial statement of the Company forms part of this Annual Report. The report does not contain any qualifications, reservations or adverse remarks or disclaimer. The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Companies Act.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s. Singhi & Co., Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term of 5 (five) years to hold office from the conclusion of the ensuing AGM till the conclusion of 30^th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that there appointment, if made, will be in accordance with the limits specified under the Companies Act and the firm satisfies the criteria specified under the Companies Act read with Rules thereunder.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s. Singhi & Co., Chartered Accountants as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

(ii) Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed M/s. T Chatterjee and Associates, a firm of company secretaries in practice, to conduct the secretarial audit of your Company for the financial year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure B which forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

26. Compliance with Secretarial Standards on Board Meetings and General Meetings

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Board Meetings and General Meetings.

27. Particulars of Employees

The ratio of remuneration of each director to the median employeeRSs remuneration and other details in terms of Section 197 of the Companies Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure C which forms part of this report.

The information in respect of employees of the Company required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided to the Members of the Company upon request. In terms of Section 136 of the Companies Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the same may write to the company secretary.

28. Statutory Disclosures

(i) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

1. Conservation of Energy

The disclosures required as per the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3)(A) of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy is detailed below:

The Company values the significance of conservation of energy and remains conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company continued to undertake a variety of energy conservation measures across all its restaurants, making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

(a) The steps taken or impact on conservation of energy

(b) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 20KW solar power plant at its restaurant premises at Greater Kailash (GK—II) at New Delhi.

(c) The capital investment on energy conservation equipments

During the year under review, the Company made capital investment of RS 12.2 million on energy conservation equipments.

2. Technology Absorption

The activities of the Company are not covered under the disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(B) of the Companies (Accounts) Rules, 2014 regarding technology absorption. The Company continues to adopt and use the latest technologies to improve the efficiency and effectiveness of its business operations.

3. Foreign Exchange Earnings and Outgo

The disclosure required as per the provisions of Section 134(3)(m) of the Companies Act read with Rule 8(3)(C) the Companies (Accounts) Rules, 2014 regarding foreign exchange earned in terms of actual inflows and foreign exchange outgo during the year under review in terms of actual outflows are given below:

(ii) Prevention of Sexual Harassment:

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has complied with the provisions relating to the constitution of Internal Complaints Committee and no complaint has been received during the year under review.

(iii) No stock options were granted to the directors of your Company during the year under review.

(iv) Additional information and details as specified in Rule 8(5) of the Companies (Accounts) Rules, 2014 are included in the DirectorsRS Report.

29. General Disclosures

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

(i) Details relating to deposits covered under Chapter V of the Companies Act.

(ii) Issue of equity shares with differential rights as to dividend, voting or otherwise.

(iii) Issue of shares including sweat equity shares to employees of the Company under any scheme save and except allotment of equity shares upon conversion of warrants issued on preferential basis referred to in this Report.

(iv) Neither the Managing Director nor the Whole-time Directors of the Company received any remuneration or commission from the subsidiary Companies.

(v) No significant or material orders were passed by the regulators or courts or tribunals which impact the going concern status and CompanyRSs operations in future.

(vi) The Company is not required to maintain the cost records as specified by Central Government under section 148 (1) of the Companies Act and rules made thereunder.

(vii) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

30. Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

31. Credit Ratings

The credit ratings obtained by the Company along with any revision thereto has been disclosed in the Corporate Governance Report which forms part of this report.

32. Annual Return

In terms of Sections 92(3) and 134(3)(a) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the link: https://specialitv.co.in/investors .

33. DirectorsRS Responsibility Statement

The Directors confirm that:

(i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and no material departures have been made from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of the financial year ended March 31, 2024 and of the profits of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

34. Acknowledgement

Your Directors would like to express their appreciation for the assistance and co-operation received from the banks,

government authorities, customers, vendors and members during the year under review.

Your Directors also wish to place on record their appreciation for the committed services by the executives, staff and

employees of the Company.