Jubilant Foodworks Ltd

Dear Members,

Your Directors have pleasure in presenting the Thirtieth (30th) Integrated Annual Report together with the Audited Consolidated and Standalone Financial Statements of the Company for the financial year ended March 31, 2025 (‘FY 2025').

A summary of the Company's financial performance in FY 2025 is as follows:

( Rs. in million)

On a consolidated basis, revenue from operations for FY 2025 stood at RS. 81,417.26 million i.e. an increase of 44.0% from previous year. Gross profit for FY 2025 was RS. 58,738.88 million, higher by 36.2% from previous year. Gross margin came in at 72.1%. Operating EBIDTA came in at RS. 15,722.44 million and operating EBITDA margin was 19.3%. Profit from continued operations came in at RS. 2,320.75 million with PAT margin at 2.9%.

On a standalone basis, revenue from operations for FY 2025 stood at RS. 61,046.66 million i.e. an increase of 14.3% from previous year. Gross profit for FY 2025 was RS. 46,031.61 million, higher by 12.7% from previous year. Gross margin came in at 75.4%. Operating EBIDTA came in at RS. 11,807.16 million and operating EBITDA margin was 19.3%. Profit after tax came in at RS. 1,940.81 million with PAT margin at 3.2%.

The operating context and the performance highlights have been comprehensively discussed in Management Discussion and Analysis Report forming an integral part of this Integrated Annual Report.

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

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 RS. 1,319,690,400/- divided into 659,845,200 equity shares of RS. 2/- each.

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 RS. 1.20/- (i.e. 60%) per equity share of face value of RS. 2/- each fully paid up for FY 2025 amounting to RS. 791.81 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.

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.jubilantfoodworks.com/company-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.

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

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 RS. 632.93 million compared to RS. 532.51 million in the previous year.

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 RS. 786.46 million compared to RS. 498.30 million in the previous year.

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.

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 N.V. to DP Eurasia B.V. The total income of DPEU as on March 31, 2025 is RS. 19,495.23 million, EBIDTA is RS. 4,158.88 million and Profit after tax is RS. 1,253.51 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.

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 CAF? brand-COFFY in Turkey with 160 caf?'s as on March 31, 2025.

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

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 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.

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

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 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 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.jubilantfoodworks.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.

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. jubilantfoodworks.com/company-reports/annual-returns).

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.

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 30th AGM is annexed to the notice convening the said AGM.

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.

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.

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.jubilantfoodworks.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.

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.

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@jublfood.com.

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.

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.jubilantfoodworks.com/investors/governance/ policies-codes).

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 27th AGM until the conclusion of 32nd 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.

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 subject 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.

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.

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. jubilantfoodworks.com/investors/governance/policies-codes).

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 May 14, 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.

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.

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.

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. jubilantfoodworks.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.

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.

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.

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

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.

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.

Capital investment on energy conservation equipment during FY 2025 was approx. RS. 909.23 million.

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.

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.

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.

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.

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.

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.

The Warehouse Management System (‘WMS'), supported by hand-held terminals (‘HHTs'), effectively manages warehouse activities. Additionally, tech-based resource planning tool incorporates sales forecasts and delivery schedules to project daily staffing requirements, production schedules, dispatch cases, truck and dock requirements, and more. The Company utilizes face biometric-based access control to accurately measure area-wise productivity at commissaries, digital energy meters, and an Energy Management System (‘EMS') to drive energy efficiency. Advanced cameras are used to read vehicle number plates, enhancing its ability to monitor truck movements.

The Company is making strategic advancements in Generative AI (‘GenAI') to unlock scalable intelligence across customer 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.

(H in million)

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 and prudent so as to give a true and fair view of the state of affairs of 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 Act 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 f) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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.

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.

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.