To
The Members
Barbeque-Nation Hospitality Limited
Your Directors have pleasure in presenting the 19th
(Nineteenth) Annual Report of the Company, together with the Audited Standalone and
Consolidated Financial Statements for the Financial Year ended March 31, 2025 (hereinafter
referred to as "FY2025").
1. FINANCIAL SUMMARY OR HIGHLIGHTS:
(Amount in Rupees millions, except per share data)
Particulars |
Standalone |
|
Consolidated |
|
Financial |
Financial |
Financial |
Financial |
|
Year 2025 |
Year 2024 |
Year 2025 |
Year 2024 |
| Revenue from Operations |
9,807.44 |
10,456.28 |
12,330.49 |
12,545.10 |
| (+): Other Income |
196.73 |
201.24 |
158.47 |
175.66 |
Total Income |
10,004.17 |
10,657.52 |
12,488.96 |
12,720.76 |
| (-): Total Expenses |
8,291.03 |
8,915.67 |
10,217.68 |
10,423.41 |
Earnings Before Interest, Tax,
Depreciation |
1,713.14 |
1,741.85 |
2,271.87* |
2,297.35 |
& Amortisation expense (EBITDA) |
|
|
|
|
| (-): Finance Costs |
664.80 |
667.85 |
778.56 |
758.56 |
| (-): Depreciation & Amortisation expense |
1,405.92 |
1,390.18 |
1,764.93 |
1,678.97 |
Loss Before Tax |
(357.58) |
(316.18) |
(271.62) |
(140.18) |
| (-): Tax Expense/(Credit) |
(4.78) |
(52.57) |
(1.26) |
(28.43) |
Loss for the year |
(352.80) |
(263.61) |
(270.36) |
(111.75) |
| (+): Other Comprehensive Income/(Loss), |
(0.83) |
(11.08) |
(13.30) |
(9.00) |
| net of tax |
|
|
|
|
Total Comprehensive Income/(Loss) for |
(353.63) |
(274.69) |
(283.66) |
(120.75) |
the Year, net of tax |
|
|
|
|
| Earnings/(Loss) Per Share (EPS) |
|
|
|
|
| Basic (Rs.) |
(9.03) |
(6.76) |
(7.11) |
(3.44) |
| Diluted (Rs.) |
(9.03) |
(6.76) |
(7.11) |
(3.44) |
amounting to Rs.0.59 million. *IncludingshareofProfit
2. STATE OF THE COMPANY'S AFFAIRS AND BUSINESS PROSPECTS:
In FY2025, the Company continued to strengthen its strategic focus on
diversifying business operations through both organic and inorganic growth avenues, aiming
to enhance long-term value creation and market reach.
The Company has entered into a Share Subscription Agreement and a
Shareholders' Agreement to acquire up to 51% equity share capital in Willow Gourmet
Private Limited (hereinafter "WGPL"). WGPL is engaged in the business of
delivering ice cream under the brand ‘Omm Nom Nomm', primarily through online
delivery channels. This acquisition is expected to strengthen the Company's existing
delivery portfolio.
These initiatives reflect the Company's commitment to innovation,
market responsiveness, and sustained business growth across geographies and formats.
In FY2025, the Company reported consolidated operating revenue of
Rs.1,233 crores, reflecting a decline of 1.7% compared to previous year. The subsidiaries
of the Company continued to perform well, contributing 21% to the consolidated revenue.
The Indian Subsidiaries, which operates premium brands i.e., Toscano
and Salt, collectively recorded revenue of Rs.160 crores and, accounted for 13% of the
consolidated revenue. Their pre Ind-AS restaurant operating margin stood at 17.6%.
The Overseas Subsidiaries also maintained strong performance, with the
revenue of Rs.97 crores contributing 8% to the consolidated revenue. Their pre Ind-AS
restaurant operating margin was 25.5%.
The state of affairs, business performance, initiatives undertaken and
business prospects of the Company are more fully articulated in the non-statutory part and
Management Discussion and Analysis Report (MD&A) which forms part of the Annual
Report.
3. CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business of the
Company during the financial year 2024-25.
4. DIVIDEND:
Your Company has in place a Dividend Distribution Policy for the
purpose of declaration and payment of dividend in accordance with the provisions of the
Companies Act, 2013 (hereinafter referred to as "the Act") and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as "the SEBI (LODR) Regulations"). The Dividend
Distribution Policy is available on the website of the Company at
https://www.barbequenation.com/ investors.
The Board has not recommended any dividend for the FY2025.
5. AMOUNT CARRIED TO RESERVES:
The Company has not transferred any amount to the general reserve in
FY2025. Details regarding the movement in other reserves and retained earnings for FY2025
are provided in the Financial Statements, which forms an integral part of the Annual
Report.
6. ANNUAL RETURN:
Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12
of the Companies (Management and Administration) Rules, 2014, the Annual Return, i.e. Form
MGT-7 of the Company for the FY2025 is available on the website of the Company at
https://www.barbequenation com/investors.
7. BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL (KMP):
Your Company has a mix of Executive, Non-Executive and Independent
Directors ensuring the Board's independence and the clear segregation of governance
and management functions.
As on the date of this report, your Board consists of 8 (eight)
members, which includes 2 (two) Executive Directors, (three) Independent Directors
including 1 (one) woman Independent Director, 3 (three) Non-Executive Directors including
one woman Director.
The composition of the Board of Directors, Key Managerial Personnel
(KMP) and changes therein for the FY2025 are furnished below:
Sl. No. Name |
Designation |
Date of Appointment |
Date of Cessation |
| 1. Mr. T N Unni#1 |
Chairman, Non-Executive, |
09/02/2009 |
11/08/2024 |
|
Independent Director |
|
|
| 2. Mr. Abhay Chintaman |
Chairman, Non-Executive, |
28/02/2017 |
- |
| Chaudhari#2 |
Independent Director |
|
|
| 3. Mr. Kayum Razak Dhanani#3 |
Managing Director |
30/11/2012 |
- |
| 4. Mr. Rahul Agrawal |
Chief Executive Officer & |
31/12/2020 |
- |
|
Whole Time Director |
|
|
| 5. Mr. Ajay Nanavati Vipin#4 |
Non-Executive, |
23/05/2024 |
22/05/2025 |
|
Independent Director |
|
|
| 6. Ms. Revathy Ashok |
Non-Executive, |
28/03/2022 |
- |
|
Independent Director |
|
|
| 7. Mr. Raoof Razak Dhanani |
Non-Executive Director |
01/07/2015 |
- |
| 8. Mrs. Suchitra Dhanani |
Non-Executive Director |
01/07/2015 |
- |
| 9. Mr. Devinjit Singh#5 |
Non-Executive Director |
31/12/2020 |
03/02/2025 |
| 10. Mr. Azhar Yusuf Dhanani |
Non-Executive Director |
07/08/2023 |
- |
| 11 Mr. Amit V Betala |
Chief Financial Officer |
07/02/2023 |
- |
| 12. Ms. Nagamani C Y |
Company Secretary & |
21/07/2014 |
- |
|
Compliance Officer |
|
|
Changes in Directors:
Directors appointed/re-appointed during the FY2025:
#2 Mr. Abhay Chintaman Chaudhari, Independent Director, was appointed
as Chairman of the Company and the Board, pursuant to the resolution passed by the
Directors in their meeting held on July 31, 2024, and the appointment is effective from
August 12, 2024.
#3 Mr. Kayum Razak Dhanani was re-appointed as Managing Director of the
Company for a period of 5 years with effect from March 4, 2025, pursuant to the resolution
passed by the Directors in their meeting held on February 3, 2025 and the same was
approved by the shareholders through postal ballot on March 26, 2025.
#4 Mr. Ajay Nanavati Vipin was appointed as an Independent Director of
the Company, pursuant to the resolution passed by the Directors at their Meeting held on
May 23, 2024 and the same was approved by the Shareholders in the 18th Annual
General Meeting held on August 6, 2024.
Directors retired/resigned during the FY2025:
#1 Mr. T N Unni, Chairman and Independent Director, retired from the
Board of the Company consequent upon the completion of his term of appointment with effect
from August 11, 2024.
#5 Mr. Devinjit Singh, Non-Executive Director, resigned from the office
of Director of the Company with from February 3, 2025.
Directors resigned after the end of the FY2025:
#4 Mr. Ajay Nanavati Vipin resigned from the Board of the
Company with effect from the closing business hours of
May 22, 2025, citing that the Company's strategies were not
aligned with his expertise and that he was therefore unable to contribute effectively. He
further confirmed there were no other material reasons for his resignation, apart from
those stated above.
Declaration by Independent Directors:
The Company has received necessary declarations/ disclosures from all
the Independent Directors to the effect that they meet the criteria for independence as
provided under Section 149(6) of the Act and the rules made thereunder and Regulation
16(1)(b) of the SEBI (LODR) Regulations.
8. BOARD MEETINGS:
4 (four) Board meetings were held during the FY2025. The maximum gap
between any two meetings was within the stipulated time period as prescribed under the Act
and the SEBI (LODR) Regulations. The full details of meetings of the Board and its
Committees are given in the Corporate Governance Report, which forms part of the Annual
Report.
9. COMMITTEES OF THE BOARD:
As on March 31, 2025, your Board has 6 Committees viz., Audit
Committee, Nomination and Remuneration Committee, Corporate Social Responsibility &
Sustainability Committee, Stakeholders' Relationship Committee, Risk Management
Committee and Investment Committee. The composition of the Committees, roles &
responsibilities and meetings held, as per the applicable provisions of the Act and rules
made thereunder, and the SEBI (LODR) Regulations, are disclosed separately in the
Corporate Governance Report, which forms part of the Annual Report.
During the FY2025, the Audit Committee, and Nomination
& Remuneration Committee were re-constituted by the Board in its
meeting held on July 31, 2024, and Investment Committee was constituted pursuant to the
resolution passed by the Directors in their meeting held on February 3, 2025.
10. CORPORATE GOVERNANCE REPORT:
The Company diligently follows and adheres to best governance
practices, cultivating a robust value system centered on five guiding principles viz.,
stewardship, transparency, accountability, integrity, and adherence to Environmental,
Social, and Governance (ESG) principles.
These principles are designed to benefit all stakeholders.
The Corporate Governance Report for the FY2025, as required under
Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, forms part of the
Annual Report.
The Compliance Certificate issued by Mr. Vijayakrishna
K T, Practising Company Secretary, on compliance with conditions of
Corporate Governance as stipulated in the SEBI (LODR) Regulations is annexed to this
report as
Annexure-1.
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion & Analysisthat Report (MD&A) for the
FY2025, as required under Regulation 34 read with Schedule V of the SEBI (LODR)
Regulations, forms part of the Annual Report.
12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Business Responsibility and Sustainability Report (BRSR) for the
FY2025, as required under Regulation 34 of the SEBI (LODR) Regulations, forms part of the
Annual Report.
13. PERFORMANCE EVALUATION OF THE BOARD:
Your Board has implemented a formal mechanism for evaluating its
performance, along with that of its Committees and individual Directors, including the
Chairperson of the Board. This evaluation is conducted through a structured questionnaire
covering various aspects of the Board and Committees' functioning. The detailed
process for the annual evaluation of the Board's performance, its Committees,
Chairperson and individual
Directors, including Independent Directors, is disclosed in the
Corporate Governance Report, which forms part of the Annual Report.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of the Board's knowledge and belief and according to
the information and explanations obtained by the Board, your Directors make the following
statements in terms of Sections 134(3)(c) and 134(5) of the Act: a) in the preparation of
the annual accounts for the financial year 2024-25, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company as on March 31, 2025
and of the Profit and Loss of the Company for that period;
c) the Directors have taken proper and care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and are
operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
15. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Your Company has adopted Nomination & Remuneration Policy for the
purpose of appointment of Directors, Key Managerial Personnel and Senior Management
Personnel, and payment of remuneration to them, including criteria for determining
qualifications, positive attributes and independence of a Director, in accordance with
Section 178(3) of the Act and the rules made thereunder. The said Policy is available on
the website of the Company at https://www.barbequenation.com/investors.
16. LOANS, GUARANTEES AND INVESTMENTS:
Particulars of loans granted, guarantees given and investments made by
the Company, pursuant to Section 186 of the Act and the rules made thereunder, for the
FY2025 are provided in the Financial Statements, which forms an integral part of the
Annual Report.
17. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts/arrangements/transactions entered into by the Company
during the FY2025 with its related parties were conducted in the ordinary course of
business and on arm's length basis. These Related Party Transactions (RPTs) were
subject to prior approval of the Audit Committee.
During the FY2025, the Company has not entered into any materially
significant related party transaction that requires the approval of Shareholders under
Regulation 23 of the SEBI (LODR) Regulations or Section 188 of the Act. Disclosures on
RPTs under Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2, is not applicable to the Company for the FY2025 and
accordingly, the said form is not enclosed to this report. Details of RPTs are provided in
the form of Notes to Financial Statements (both Standalone and Consolidated), as per the
applicable Accounting Standards.
The Policy on RPTs, as approved by the Board, is available on the
Company's website at https://www. barbequenation.com/investors.
18. SHARE CAPITAL:
A. Authorized and Paid-up Share Capital:
Authorized/Nominal Share Capital as on March 31, 2025:
No. of equity shares |
Face Value per Share (in Rs.) |
Nominal Value (in Rs.) |
| 6,00,00,000 |
5 |
30,00,00,000 |
The Company has only one class of Equity Shares.
Issued, Subscribed and Paid-up Share Capital and changes therein during
the FY2025:
Particulars |
No. of shares |
Nominal Value (in Rs.) |
| Issued, Subscribed and Paid-up Share Capital
at the |
3,90,70,775 |
19,53,53,875 |
| beginning of the FY2025 |
|
|
| Shares issued during the FY2025# |
6,927 |
34,635 |
| Issued, Subscribed and Paid-up Share Capital
at the |
3,90,77,702 |
19,53,88,510 |
| end of the FY2025 |
|
|
# Details of shares issued during the FY2025:
Sl. No. |
Date of allotment |
No. of shares allotted |
Type of issue/allotment |
| 1. |
May 23, 2024 |
1,296 |
Employee Stock Option Plan |
| 2. |
July 31, 2024 |
871 |
Employee Stock Option Plan |
| 3. |
November 12, 2024 |
3,960 |
Employee Stock Option Plan |
| 4. |
February 3, 2025 |
800 |
Employee Stock Option Plan |
Approvals of the Board of Directors and Shareholders of the Company for
the aforesaid issue of shares have been obtained, wherever necessary.
B. Other Disclosures on Share Capital:
Particulars |
Disclosures |
| Buy Back of Securities |
The Company has not bought back any of its
securities during the FY2025. |
| Issue of Sweat Equity Shares |
The Company has not issued any sweat equity
shares during the FY2025. |
| Issue of Bonus Shares |
No bonus shares were issued during the
FY2025. |
| Issue of Equity Shares with Differential |
The Company has not issued any equity shares
with differential voting rights |
| Voting Rights |
during the FY2025. |
19. INVESTOR EDUCATION AND
PROTECTION FUND (IEPF):
Pursuant to Sections 124 and 125 of the Act, read with the Investor
Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 ("IEPF Rules"), any amount in the Unpaid Dividend Account, the application
money received for allotment of any securities and due for refund, principal amount of
matured deposits and debentures and interest accrued thereon, redemption amount of
preference shares, etc., remaining unclaimed and unpaid for a period of 7 (seven) years
from the date of its due for payment by the Company shall be transferred to the Investor
Education and Protection Fund (IEPF) established by the Central Government. Additionally,
the shares on which dividend has not been paid or claimed by the shareholders for 7
(seven) consecutive years or more shall also be transferred to IEPF, pursuant to Section
124(6) of the Act and the rules made thereunder.
Further, it is hereby confirmed required to transfer any amount to the
IEPF.
20. EMPLOYEE STOCK OPTION SCHEME:
? In order to attract and retain talented and key employees, and to
reward them for their performance, the Company has adopted 2 (two) Employee Stock
Option Schemes viz., "Barbeque Nation Hospitality
Limited - Employee Stock Option Plan 2015" (‘ESOP
Plan 2015') and "Barbeque Nation Hospitality Limited
- Employee Stock Option Plan 2022" (‘ESOP Plan 2022').
Both the ESOP Schemes are administered by the Nomination and Remuneration Committee of the
Board for the benefit and its Subsidiaries.
· The certificate from
Company stating that the ESOP Plan 2015 and ESOP Plan 2022 have been
implemented in accordance with the SEBI (Share Based Employees Benefitsand
Sweat Equity) Regulations, 2021 and in accordance with the resolutions
passed by Shareholders of the CompanythattheCompanyisnot in the general meeting,
will be placed before the Shareholders at the Annual General Meeting and the same will
also be made available on the website of the Company.
? The disclosures as required under the SEBI (Share
Based Employees Benefits and Sweat Equity)
Regulations, 2021, is available on the website of the Company at
https://www.barbequenation.com/ investors.
· The Company has not amended/modified ESOP
Plans during the FY2025.
21. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO: A. Conservation of Energy:
(i) The steps taken or impact on conservation of energy:
The Company continuously strives to improve the energy efficiency and
has implemented energy conservation measures across all its operations.
The Company has taken significant steps towards energy conservation,
including: ? Implementation of LED lighting systems to minimize energy consumption during
operations.
? Deployment of an IoT-based Electricity Management system, featuring
Variable Frequency Device (VFD) panels in new outlets. These panels automatically detect
power requirements and accordingly optimize equipment operations to conserve power.
· Ongoing efforts to implement an energy management system for
AC units and refrigerators to monitor and optimize energy usage.
These measures reflect the Company's commitment to sustainability
and responsible resource management.
(ii) The steps taken by the company for utilising alternate sources of
energy:
Nil
(iii) The capital investment on energy conservation equipments:
Nil
B. Technology Absorption:
Technology plays a pivotal role in today's digital era and the Company
recognizes its significance. The Company is committed to embrace and utilize technology at
every possible step to enhance its operations and stay competitive.
Detailed information about conservation of energy and technology
absorption and adoption by the Company is available in the MD&A and BRSR which forms
part of the Annual Report.
C. Foreign Exchange Earnings and Outgo:
Foreign Exchange Earnings:
(Amount in Rs. million)
Particulars |
FY2025 |
FY2024 |
| Sale of Food and Beverages* |
112.01 |
139.37 |
*Foreign inward remittance received through international cards against
the sale of food & beverages at restaurants.
Foreign Exchange Outgo (on CIF value basis):
(Amount in Rs. million)
Particulars |
FY2025 |
FY2024 |
| Import of Capital Goods |
- |
2.13 |
| Import of Raw Materials |
85.46 |
96.87 |
Total |
85.46 |
99.00 |
22. RISK MANAGEMENT POLICY:
The business and financial risks faced by the Company are akin to any
other company in the same line of business.
To address these risks, your Board has constituted a dedicated Risk
Management Committee and implemented a comprehensive Risk Management Policy.
This policy aims to manage uncertainty and adapt to changes in both
internal and external environment, thereby minimizing negative impacts and maximizing
opportunities. The robust enterprise risk management framework enables the Company to
identify and evaluate business risks and opportunities transparently.
By mitigating adverse impacts on business objectives and enhancing the
Company's competitive edge, this framework strengthens the Company's ability to
navigate challenges and capitalize on emerging opportunities.
23. CORPORATE SOCIAL RESPONSIBILITY
(CSR):
Your Company has constituted a Corporate Social Responsibility and
Sustainability (CSR&S) Committee and has adopted Corporate Social Responsibility
Policy in accordance with the provisions of Section 135 of the Act and the rules made
thereunder. The CSR Policy is available on the Company's website at https://www.
barbequenation.com/investors. Further, details of CSR Committee and its roles and
responsibilities are disclosed in the Corporate Governance Report, which forms part of the
Annual Report.
The Company is not required to make any CSR contribution for the FY2025
as its average net profitsfor 3 immediate preceding financial years is nil and has average
net loss.
The Annual Report on CSR activities for the FY2025, as required under
Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed
to this report as Annexure-2.
24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
Your Company has an internal control system which is commensurate with
the size, scale and complexity of its operations, with a focus on promoting the interest
of all stakeholders. This system aims to facilitate operations while managing financial,
business, and operational risks, prioritizing integrity and ethics within the
organizational culture.
Pursuant to Section 138 of the Act and the rules made thereunder and
resolution passed by the board in its meeting held on September 27, 2023, Messrs. Deloitte
Touche Tohmatsu India LLP were appointed as an Internal Auditor of the Company for
conducting internal audit for the period from July 1, 2023 to December 31, 2026.
The scope and authority of the internal audit is defined by the Audit
Committee. The Internal Auditor monitors and evaluates the efficacy and adequacy of
internal control system in the Company, ensuring compliance with the accounting
procedures, financial reporting standards, and policies across all locations of the
Company. Based on the internal audit reports, process owners undertake corrective actions,
wherever necessary, within their respective areas to strengthen the controls.
Your Company has laid down a set of standards, processes and structures
which enables the Company to implement internal financial control across the organisation
and ensure that the same are adequate and operating effectively.
25. PROHIBITION OF INSIDER TRADING:
In compliance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015, the Company has adopted ‘Code of Conduct for Prevention of Insider
Trading' for regulating, monitoring and reporting of trading in Securities of the
Company by the Designated Persons (DPs) and their immediate relatives, and ‘Code for
Fair Disclosure of Unpublished Price Sensitive Information' for fair disclosure of
Unpublished Price Sensitive Information (UPSI) to the Stock Exchanges on a continuous
basis and in a timely manner in order to ensure that such information is generally
available to all the stakeholders on a non-discriminatory basis. The Code for Fair
Disclosure is available on the Company's website at https://www.
barbequenation.com/investors.
26. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Act and the rules made thereunder and
the SEBI (LODR) Regulations, the Company has in place a Whistle Blower Policy for
Directors and employees to report any genuine concerns, unethical behaviours, misuse of
any UPSI, actual or suspected fraud or violation of the Company's Code of Conduct.
The vigil mechanism provides adequate safeguards against victimization of director(s) or
employee(s) or any other person who avails the mechanism.
The said policy is available on the website of the Company at
https://www.barbequenation.com/investors.
27. REMUNERATION TO DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:
Disclosures in relation to remuneration paid to Directors, Key
Managerial Personnel and employees as required under Section 197(12) of the Act read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is annexed to this Report as Annexure-3.
Further, full details of remuneration paid to Directors is disclosed in
the Corporate Governance Report which forms part of the Annual Report.
The statement and particulars of the employees as required under
Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report.
However, in terms of proviso to
Section 136(1) of the Act, the Board's Report and Financial
Statements are being sent to the Shareholders, excluding the aforesaid information. Any
shareholder interested in obtaining a copy of the same may write to the Company Secretary
at compliance@barbequenation.com. The said information is also open for inspection at the
registered office of the Company during the working hours.
28. HOLDING, SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES:
The details of subsidiaries, associate companies and joint ventures of
the Company are furnished below:
Type of Company |
Name |
Country of |
% of Shareholding held |
|
|
Incorporation |
by the Company |
| Holding Company |
The Company is not subsidiary to any other |
Not Applicable |
Not Applicable |
|
Company |
|
|
| Subsidiaries |
Red Apple Kitchen Consultancy Private |
India |
89.05% #1 |
|
Limited, India |
|
|
|
Blue Planet Foods Private Limited, India |
India |
11.77% |
|
|
|
(Red Apple holds 41.49%) |
| Wholly Owned |
Barbeque Nation Mena Holding Limited |
Dubai |
100% |
| Subsidiaries |
("BBQ Mena") |
|
|
|
Barbeque Nation Holdings Pvt Ltd #2 |
Mauritius |
100% |
| Step Down |
Barbeque Nation Restaurant LLC |
Dubai |
BBQ Mena holds 100% |
| Subsidiaries |
|
|
|
|
Barbeque Nation (Malaysia) SDN. BHD. |
Malaysia |
BBQ Mena holds 100% |
|
Barbeque Nation International LLC |
Oman |
BBQ Mena holds 49% #3 |
|
Barbeque Nation Bahrain W.L.L |
Bahrain |
BBQ Mena holds 99% #3 |
|
Barbeque Nation Lanka (Pvt) Ltd #4 |
Sri Lanka |
BBQ Mena holds 100% |
|
Barbeque Nation Saudi Arabia Limited#5 |
Saudi Arabia |
BBQ Mena holds 70% |
| Associate |
Willow Gourmet Private limited #6 |
India |
42.36% |
| Companies |
|
|
|
| Joint Ventures |
Nil |
Not Applicable |
Not Applicable |
#1 During the FY2025, the Company has acquired additional 6.62%
stake in Red Apple Kitchen Consultancy Private Limited ("Red Apple") from
existing shareholders of Red Apple. Consequent to the said acquisition, the Company holds
89.05% stake (earlier 82.43%) in Red Apple.
#2 Pursuant to the approval of the Registrar of Companies,
Mauritius, Barbeque Nation Holdings Pvt Ltd has been removed
(struck-off) from the Register under Section 308 of the Mauritius Companies Act, 2001 with
effect from
December 2, 2024.
#3 On the basis of voting rights and control, BBQ Mena has 100%
control over the step down subsidiaries.
#4 Barbeque Nation Lanka (Pvt) Ltd was incorporated on August 21,
2024.
#5 BBQ Mena had subscribed to the Memorandum of
Association/Constitution of Barbeque Nation Saudi Arabia Limited on February 4, 2025 and
it was approved by the Ministry of Commerce, Kingdom of Saudi Arabia.
#6 On February 3, 2025, the Company executed Share Subscription
Agreement and Shareholders' Agreement to acquire upto 51% of equity share capital of
Willow Gourmet Private Limited and further, the Company has partly completed the aforesaid
acquisition and has acquired 42.36% on March 11, 2025.
· Salient features of the financialstatements, including
performance and financial position of Subsidiaries of the Company for the financial year
2024-25 are given in Form AOC-1 which is annexed to this report as Annexure-4. Your
Company has in place a Policy for determining Material Subsidiaries and the said Policy is
available on the website of the Company at https:// www.barbequenation.com/investors.
? Pursuant to the provisions of Section 136 of the Act and Regulation
46 of the SEBI (LODR)
Regulations, separate audited financial of the subsidiaries are
available on the website of the Company at https://www.barbequenation.com/ investors.
Except as disclosed above, no other company has become or ceased to be
a subsidiary, joint venture or associate of the Company during the financial year.
29. AUDITORS AND AUDITOR'S REPORT: A. Statutory Auditors:
Pursuant to the provisions of Section 139(2) of the Act, the
Shareholders, in the 17th Annual General Meeting (AGM) held on September 25,
2023, have approved the appointment of Messrs. S.R. Batliboi & Associates LLP,
Chartered Accountants (Firm Registration Number: 101049W/E300004), as Statutory Auditors
of the Company for a period of 5 consecutive years from the conclusion of 17th
AGM until the conclusion of 22nd AGM of the Company.
The Auditors' Report, read together with Annexure referred to in
the Auditors' Report for the financial year ended March 31, 2025, do not contain any
qualification, reservation, adverse remark or disclaimers.
Further, the Statutory Auditors have not reported any frauds in terms
of Section 143(12) of the Act during the financial year 2024-25 and hence, the details
which are required to be disclosed under Section 134(3)(ca) of the Act are not applicable.
B. Secretarial Auditor:
The Board in its meeting held on February 3, 2025 has approved the
appointment of Mr. Vijayakrishna K T, Practising Company Secretary (FCS No: 1788; C.P. No:
980), Bengaluru, as Secretarial Auditor of the Company for conducting
Secretarial Audit for the financial year 2024-25. The Secretarial Audit
Report of the Company and Red Apple Kitchen Consultancy Private Limited, an Indian
material subsidiary of the Company, for the financial year 2024-25 are enclosed to this
report as Annexure-5. The reports do not contain any qualifications, reservations,
adverse remarks or disclaimers.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (hereinafter referred to as "the POSH Act").
The Company has constituted Internal Complaints Committee (ICC) to
redress the sexual harassment complaints. The constitution and composition of the ICC is
in accordance with the POSH Act.
Following is the summary of sexual harassment complaints received and
disposed-off during the FY2025:
Particulars |
No. of complaints |
| No. of complaints pending at the beginning of
the financial year |
0 |
| No. of complaints received during the
financial year |
6 |
| No. of complaints disposed-off during the
financial year |
6 |
| No. of complaints pending as at the end of
the financial year |
0 |
The necessary actions have been taken against whom the complaints were
received.
31. SECRETARIAL STANDARDS:
During the FY2025, your Company has duly complied with the Secretarial
Standards issued by the Institute of Company Secretaries of India and approved by the
Central Government under Section 118(10) of the Act.
32. EVENTS OCCURRING AFTER THE BALANCE SHEET DATE:
There are no significant events to have occurred after the
Balance Sheet date which have material impact on the financial
statements.
33. MATERIAL CHANGES & COMMITMENTS:
There are no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the financial year of the
Company to which the financial statements relate to and the date of this report.
34. DISCLOSURE BY LARGE CORPORATES:
With reference to Regulation 50B of the SEBI (Issue and Listing of
Non-Convertible Securities) Regulations, 2021 read with the SEBI Operational Circular No.
SEBI/HO/ DDHS/P/CIR/2021/613 dated August 10, 2021 (updated as on April 13, 2022) and SEBI
Circular No. SEBI/HO/DDHS/ DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, as amended
from time to time, on issue and listing of Non-convertible Securities, Securitised Debt
Instruments, Security Receipts, Municipal Debt Securities and
Commercial Paper, we hereby confirm that the Company is not a
"Large Corporate" as on March 31, 2025 or in the previous financial years in
terms of the applicability criteria mentioned in clause 1.2 of Chapter XII of the of the
SEBI Operational Circular.
Hence, the requirement of raising minimum 25% of the incremental
borrowings in a financial year through issuance of debt securities is not applicable to
the Company.
35. OTHER DISCLOSURES:
Disclosures |
Board's Comment |
| Deposits |
The Company has not accepted any deposits
within the meaning of |
|
Chapter V of the Act read with the Companies
(Acceptance of Deposit) |
|
Rules, 2014 during the FY2025. Hence, the
disclosures as required |
|
under Rule 8(5)(v) of the Companies
(Accounts) Rule, 2014 are not |
|
applicable. |
| Debentures |
The Company does not have any outstanding
debentures and has not |
|
issued any debentures during the FY2025. |
| Insolvency and Bankruptcy Code, 2016 |
During the FY2025, no application was made
or any proceeding is |
|
pending under the Insolvency and Bankruptcy
Code, 2016. |
| One-Time Settlement with the banks and |
During the FY2025, your Company has not
entered into any One-Time |
| financial institutions |
Settlement with banks or financial
institutions. |
| Cost Audit |
Maintenance of cost records as specified by
the Central Government |
|
under sub-section (1) of Section 148 of the
Act are not applicable to |
|
the Company. |
| Details of significant and material orders |
During the FY2025, no significant or
material orders were passed by |
| passed by the regulators or courts or |
any regulators, courts or tribunals which
impact the going concern |
| tribunals impacting the going concern |
status and operations in the future. |
| status and company's operation in future |
|
| Statement of Deviation(s) or Variation(s) |
During the FY2025, the Company has not
raised any money through |
|
preferential issue or any money raised
through Initial Public Offer/ |
|
preferential issue is pending unutilized at
the end of the financial year. |
36. ACKNOWLEDGEMENTS:
The Directors place on record their sincere appreciation of the
cooperation and continued support extended by customers, landlords, employees,
shareholders, investors, partners, vendors, suppliers, bankers, the Government, statutory
and regulatory authorities, stock exchanges, depositories and other intermediaries to the
Company.
We anticipate and value the continued support and co-operation of all
our stakeholders.
Place: Bengaluru |
Kayum Razak Dhanani |
Abhay Chintaman Chaudhari |
Date: May 22, 2025 |
Managing Director |
Chairman & Independent Director |
|
DIN: 00987597 |
DIN: 06726836 |
|