o. Provisions
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. If the effect of the time value of money is material, provisions are discounted using a current pre¬ tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
p. Contingent liabilities and assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements.
Contingent assets are not recognised and are disclosed only where an inflow of economic benefits is probable.
q. Dividend Distributions
The Company recognizes a liability to make payment of dividend to owners of equity when the distribution is authorized and is no longer at the discretion of the Company and is declared by the shareholders. A corresponding amount is recognized directly in equity.
r. Fair value measurement
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
Level 1- Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2- Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
Level 3- Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
s. Employee Benefits
• Short-term obligations
Liabilities for wages and salaries, including non¬ monetary benefits that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employee service upto the end of the reporting period and are measured at the amount expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
• Post-employment benefit obligations Gratuity
The Employee's Gratuity Fund Scheme, which is defined benefit plan, is managed by Trust maintained with SBI Life Insurance Company Limited. The liabilities with respect to Gratuity Plan are determined by actuarial valuation on projected unit credit method on the balance sheet date, based upon which the Company contributes to the Company Gratuity Scheme. The difference, if any, between the actuarial valuation of the gratuity of employees at the year end and the balance of funds with SBI Life Insurance Company Limited is provided for as assets/ (liability) in the books. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. Future salary increases and pension increases are based on expected future inflation rates for the respective countries. Further details about the assumptions used, including a sensitivity analysis, are given in Note 36.
The Company recognises the following changes in the net defined benefit obligation under Employee benefit expense in statement of profit or loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements
• Net interest expense or income
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognised immediately in the Balance Sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
Superannuation
Certain employees of the Company are also participants in the superannuation plan ('the Plan'), a defined contribution plan. Contribution made by the Company to the plan during the year is charged to Statement of Profit and Loss.
Provident Fund
The Company contributes to the provident fund scheme for its eligible employees.
The Provident Fund scheme is a defined contribution plan. The Company recognises contribution payable to the provident fund scheme as an expense, when an employee renders the related service.
• Other long-term employee benefit obligation
Compensated Absences/Leave Encashment
Accumulated leaves which is expected to be utilized within next 12 months is treated as short term employee benefit. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement and discharge at the year end.
Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.
Share-based payments
Employees (including senior executives) of the Company receive remuneration in the form of share- based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Equity-settled transactions
The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model.
That cost is recognised, togetherwith a corresponding increase in share-based payment (SBP) reserves in equity, over the period in which the performance and/ or service conditions are fulfilled in employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period and is recognised in employee benefits expense.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.
No expense is recognised for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, the transactions are treated as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied.
When the terms of an equity-settled award are modified, the minimum expense recognised is the expense had the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed immediately through profit or loss.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
Treasury shares
JFL Employee Welfare Trust (“ESOP trust”) allots shares to eligible employees of the Company upon their exercise of ESOPs. The Company treats ESOP trust as its extension and shares held by the ESOP trust are treated as treasury shares.
Own equity instruments that are held by the trust are recognised at cost and deducted from equity. Any gain or loss on the purchase and sale of the Company's own equity instruments is recognised in other equity.
t. Exceptional Items
Exceptional items are transactions which due to their size or incidence are separately disclosed to enable a full understanding of the Company financial performance.
u. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and all periods presented is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares), etc. that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effect of all potentially dilutive equity shares.
v. Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets
The Company classifies its financial assets in the following measurement categories:
• Those to be measured subsequently at fair value (either through other comprehensive income, or through profit or loss)
• Those measured at amortized cost
Initial recognition and measurement
All financial assets are recognised initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the acquisition of the financial asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Debt instruments at amortized cost
• Debt instruments at fair value through other comprehensive income (FVTOCI)
• Debt instruments at fair value through profit and loss (FVTPL)
• Equity instruments
Debt instruments at amortized cost
A debt instrument is measured at amortized cost if both the following conditions are met:
• Business model test: The objective is to hold the debt instrument to collect the contractual cash flows (rather than to sell the instrument prior to its contractual maturity to realise its fair value changes).
• Cash flow characteristics test: The contractual terms of the Debt instrument give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
This category is most relevant to the Company. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of EIR. EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument but does not consider the expected credit losses. The EIR amortisation is included in finance income in profit or loss. The losses arising from impairment are recognised in the profit or loss. This category generally applies to trade and other receivables.
Debt instruments at fair value through OCI
A Debt instrument is measured at fair value through other comprehensive income if following criteria are met:
• Business model test: The objective of financial instrument is achieved by both collecting contractual cash flows and for selling financial assets.
• Cash flow characteristics test: The contractual terms of the financial asset give rise on specific dates to cash flows that are solely payments of principal and interest on principal amount outstanding.
Financial Asset included within the FVT OCI category are measured initially as well as at each reporting date at fair value. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognized the interest income, impairment losses and reversals and foreign exchange gain or loss in the Profit or Loss. On derecognition of asset, cumulative gain or
loss previously recognised in OCI is reclassified from the equity to Profit or Loss. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
Debt instruments at FVTPL
FVTPL is a residual category for financial instruments. Any financial instrument, which does not meet the criteria for amortized cost or FVTOCI, is classified as at FVTPL. A gain or loss on a debt instrument that is subsequently measured at FVTPL and is not a part of a hedging relationship is recognized in profit or loss and presented net in the statement of profit and loss within other gains or losses in the period in which it arises. Interest income from these Debt instruments is included in other income.
Equity investments of other entities
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognized by an acquirer in a business combination to which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present in other comprehensive income all subsequent changes in the fair value. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.
If the Company decides to classify an equity instrument as at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognized in the OCI. There is no recycling of the amounts from OCI to profit and loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity. Equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the Profit and loss.
De-recognition
A financial asset (or ,where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company statement of financial position) when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass through" arrangement and either;
• The Company has transferred the rights to receive cash flows from the financial assets or
• The Company has retained the contractual right to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.
Where the Company has transferred an asset, the Company evaluates whether it has transferred substantially all the risks and rewards of the ownership of the financial assets. In such cases, the financial asset is derecognised. Where the entity has not transferred substantially all the risks and rewards of the ownership of the financial assets, the financial asset is not derecognised.
Where the Company has neither transferred a financial asset nor retains substantially all risks and rewards of ownership of the financial asset, the financial asset is derecognised if the Company has not retained control of the financial asset. Where the Company retains control of the financial asset, the asset is continued to be recognized to the extent of continuing involvement in the financial asset.
Impairment of financial assets
In accordance with Ind AS 109, the Company applies expected credit losses( ECL) model for measurement and recognition of impairment loss on the following financial asset and credit risk exposure
• Financial assets measured at amortised cost;
• Financial assets measured at fair value through other comprehensive income(FVT OCI);
The Company follows "simplified approach" for recognition of impairment loss allowance on:
• Trade receivables or contract revenue receivables;
• All lease receivables resulting from the transactions within the scope of Ind AS 116
Under the simplified approach, the Company does not track changes in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECLs at each reporting date, right from its initial recognition. The Company uses a provision matrix to determine impairment loss allowance on the portfolio of trade receivables. The provision matrix is based on its historically observed default rates over the expected life of trade receivable and is adjusted for forward looking estimates. At every reporting date, the historical observed default rates are updated and changes in the forward looking estimates are analysed.
For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12-month ECL is used to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in subsequent period, credit quality of the instrument improves such that there
is no longer a significant increase in credit risk since initial recognition, then the Company reverts to recognising impairment loss allowance based on 12- months ECL.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified at initial recognition as financial liabilities at fair value through profit or loss, loans and borrowings, and payables, net of directly attributable transaction costs. The Company financial liabilities include loans and borrowings including trade payables, trade deposits, retention money and liability towards services, sales incentive, other payables and derivative financial instruments.
The measurement of financial liabilities depends on their classification, as described below:
Trade Payables
These amounts represents liabilities for goods and services provided to the Company prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within 30 to 60 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognized initially at fair value and subsequently measured at amortized cost using EIR method.
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Company that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.
The Company has not designated any financial liability as at fair value through profit and loss.
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration of an acquirer in a business combination, (ii) held-for- trading, or (iii) designated as at FVTPL, are measured subsequently at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where
appropriate) a shorter period, to the amortised cost of a financial liability.
De-recognition
The Company derecognizes a financial liability when the obligation under the liability is discharged or cancelled or expires.
Offsetting of financial instruments
The Company offsets a financial asset and a financial liability and reports the net amount in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.
Reclassification of financial assets:
The Company determines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the business model for managing those assets. Changes to the business model are expected to be infrequent. The Company senior management determines change in the business model as a result of external or internal changes which are significant to the Company operations. Such changes are evident to external parties. A change in the business model occurs when the Company either begins or ceases to perform an activity that is significant to its operations. If the Company reclassifies financial assets, it applies the reclassification prospectively from the reclassification date which is the first day of the immediately next reporting period following the change in business model. The Company does not restate any previously recognised gains, losses (including impairment gains or losses) or interest.
w. Cash and cash equivalents
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value.
x. Segment Reporting Policies
As the Company business activity primarily falls within a single business and geographical segment and the Executive Management Committee monitors the operating results of its business units not separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on profit or loss and is measured consistently with profit or loss in the standalone financial statements, thus there are no additional disclosures to be provided under Ind AS 108 - “Segment Reporting”. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another. The Company operating businesses are organized and
managed separately according to the nature of products and services provided, with each segment representing a strategic business unit that offers different products and serves different markets. The analysis of geographical segments is based on geographical location of the customers.
y. Statement of Cash Flows
Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated. Cash and cash equivalents in the cash flow comprise cash at bank, cash/ cheques in hand and short-term investments with an original maturity of three months or less.
z. Current/Non-Current classifications
The Company presents assets and liabilities in the balance sheet based on current/non- current classification. An asset is treated as current when it is:
• Expected to be realised or intended to be sold or consumed in normal operating cycle;
• Held primarily for the purpose of trading;
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle;
• It is held primarily for the purpose of trading;
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
The Company classifies all other liabilities as non-current.
Deferred tax assets and liabilities and advance against current tax are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.
3b Right-of-use assets
In respect of leases of store space: The Company has entered into various lease agreements for acquiring space to do its day to day operations. Such lease contracts include monthly fixed payments for rentals and in some cases these also have variable rent. The lease contracts are generally cancellable at the option of lessee during the lease tenure. The Company also has a renewal option after the expiry of contract terms. There are no significant restrictions imposed under the lease contracts.
In respect of leases of land: The Company has entered into land lease agreements for 90-99 years where its commissaries are operational. The lease rentals as per the contracts are fully paid and there are no significant restrictions imposed under the lease contracts.
In respect of leases of equipment: The Company has also taken certain equipment on rent. The contracts are for a period of 3-5 years and include fixed monthly payments. These contracts are non cancellable. There are no significant restrictions imposed under the lease contracts.
Notes:
(a) The Company received income tax assessment order for assessment year (AY) 2017-18, AY 2018-19, AY 2020-21, AY 2021-22 and assessing officer made adjustments for advertisement, marketing and promotion expenses (AMP Expense) of INR 1,099.83 million, INR 348.00 million, INR 87.96 million and INR 4,205.80 million respectively basis direction received from Transfer Pricing Officer stating AMP expenses as international transactions. On a similar issue, in case of other taxpayer, the Hon'ble Supreme Court has decided in favour of the taxpayer and dismissed department's appeal. Hence, no contingent liability has been reported in the view of the management.
(b) (i) Includes demand of INR 28.44 million (Previous year INR 28.44 million) raised on M/s. Domino's Pizza International Franchising
Inc. (DPIF) for Value Added Tax (VAT) payable on Royalty received from the Company for right to use “Domino's” brand name under Master Franchise Agreement. However, the Company has paid service tax on Royalty under reverse charge mechanism (RCM) since there is no sale of goods involved rather there is purchase of service.
(ii) Includes levy of VAT on service tax charged from the customers for restaurant services for INR 5.82 million (Previous year INR 5.82 million) pending at Haryana Sales Tax Tribunal, Chandigarh Tax Tribunal and Rajasthan High Court, Jaipur.
(iii) In the previous years, the Company had received demand of INR 57.97 million for the year 2013-14 to 2017-18 (April to June quarter) relating to VAT on service tax component charged from customers at the restaurant wherein question of VAT on service tax was raised by the Department of Commercial Taxes. The Company was of the view that the demand was not tenable, as service tax was not consideration rather it was tax collected on behalf of the Government, secondly, VAT and Service tax were mutually exclusive and could not be levied on the same value. The Company received revised order including VAT on Service Tax in the month of March 2022 for the year 2015-16 to 2017-18 (April to June quarter). The Company had filed a writ petition before Hon'ble Gujarat High Court in the month of September 2022.
During the current year, the Company has received a favourable order from Gujarat High Court with respect to the matter. Hence, the same is not considered as a contingent liability as at March 31, 2025.
(c) (i) GST rate on restaurant services was reduced from 18% to 5% subject to the condition that input tax credit (ITC) on input
services/ goods will not be allowed with effect from (w.e.f.) November 15, 2017 resulting in loss of IT C. The Company reduced GST rate from 18% to 5% w.e.f. November 15, 2017 and increased menu prices of various stock keeping units (SKUs) to recoup the loss of ITC in such a manner that at overall level the loss of ITC was higher than the price increase resulting net loss to the Company at entity level. Based on customer complaint an Anti-Profiteering investigation was conducted by Director General Anti profiteering (DG). The DG extended the scope of investigation to all products of the Company and submitted its report to National Anti-Profiteering Authority (NAA) on July 16, 2018.
The NAA vide its Order dated January 31, 2019 determined the profiteering amount of INR 414.30 million by the Company for the period November 15, 2017 to May 31, 2018 and also directed the Company to reduce its price by way of commensurate reduction, keeping in view the reduced rate of tax and the benefit of ITC denied, directed the DG to conduct further investigation.
The Company filed a writ petition before Hon'ble Delhi High court (HC) challenging the order of the NAA and initiation of penalty proceeding on February 25, 2019. Delhi HC in an Interim Order passed on March 13, 2019 stayed the NAA order and the Penalty proceeding against the Company subject to deposit of INR 200.00 million in Central Consumer Welfare Fund (CWF). The Company has deposited INR 200.00 million with CWF in compliance with the stay order of Hon'ble Delhi High Court.
The High Court took note of the fact that there are similar cases in which the constitutional validity of Section 171 of the CGST Act, 2017 has been challenged along with other constitutional/ common issues. Hence, the entire batch of all such cases has been clubbed together. On January 29, 2024 Delhi High Court upheld the constitutional validity and decided the matter against the Company on Constitutional Validity. The Company filed an appeal with Supreme Court on May 02, 2024 on grounds of Constitutional Validity. Arguments on merits of Anti-profiteering calculation is still pending before Delhi High Court.
Basis legal expert opinion and other legal and commercial grounds presented in the writ petition, the Company is of the view that the demand is not tenable as the Company has incurred losses at the entity level.
(ii) During the FY2020-21, the Company has received demand orders from Uttar Pradesh GST Department (UPGST) in respect of FY 2017-18 and 2018-19 aggregating to INR 1,322.38 million (including interest of INR 285.26 million and penalty 526.17 million). The key components of demand are; availing ITC in GSTR-3B which was not matched with GSTR-2A, availment of opening ITC as on November 14, 2017 (i.e. when GST rate reduced to 5% without ITC), ITC distributed by ISD against the procedures laid down under law and IT C incorrectly utilised against inter-state outward liability.
The Company had filed appeal before Commissioner (Appeals), State Tax, along with predeposit of 10% of the disputed tax. Personal hearing completed for FY 2017-18 and order received with partial relief of INR 129.90 million. For rest of the demand, the Company would be filing appeal before UPGST Tribunal (once formed). During the year, Personal hearing completed for FY 2018-19 and order received with partial relief of INR 46.50 million. For rest of the demand, the Company would be filing appeal before UPGST Tribunal (once formed). Pursuant to the same, the Company had paid pre-deposit of 20% of the disputed tax for the FY 2017-18 and FY 2018-19 as pre-requisite for filing appeal with UPGST tribunal during the current financial year.
Basis legal expert opinion and other legal and commercial grounds presented in the appeal, the Company is of the view that the demand is not tenable.
(iii) During the current year, the Company has received demand order from Maharashtra GST Department (MHGST) in respect of FY 2017-18 to FY 2020-21 aggregating to INR 145.67 million (excluding applicable interest and INR 145.67 million penalty). The demand is raised on account of ITC incorrectly availed and utilised against inter-state outward liability. The Company had filed an appeal before Commissioner (Appeals) in the month of April 2025, along with pre-deposit of 10% of the disputed tax.
Basis legal expert opinion and other legal and commercial grounds presented in the appeal, the Company is of the view that the demand is not tenable.
(iv) During the current year, the Company has received demand orders from Delhi (West) CGST Department, New Delhi in respect of FY 2020-21 to FY 2023-24 aggregating to INR 89.22 million (excluding applicable interest and INR 8.92 million penalty). The demand is raised on account of GST HSN/SAC classification of supply of ‘Restaurant Services' by the Company. The Company will be filing an appeal before Commissioner (Appeals) along with pre-deposit of 10% of the disputed tax.
Basis legal expert opinion and other legal and commercial grounds presented in the appeal, the Company is of the view that the demand is not tenable.
(d) Represents the best possible estimate by the management, basis available information, about the outcome of various claims against the Company by different parties. As the possible outflow of resources is dependent upon outcome of various legal processes, a reliable estimate of such obligations cannot be made or it is not probable that an obligation to reimburse will arise.
B. Capital and other commitments
(a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for INR 2,174.35 million (Previous year INR 1,773.34 million).
(b) The Company has given Bond to Department of Customs against import of material under “Manufacturing and Other Operations in Warehouse” (MOOWR) Scheme of INR 1,010.00 million. Under the Scheme, the Company can avail benefit of not paying custom duty and GST against import of capital goods utilized for own purpose. The Company has imported capital goods under the Scheme by availing benefit of INR 166.79 million as on March 31, 2025 (Previous Year: INR 111.66 million).
Fair value of options granted
The weighted average fair value of stock options granted during the year pertaining to ESOP 2011 scheme is INR 185.85 (Previous Year INR 160.83) and for ESOP 2016 is INR 575.86 (Previous Year INR 471.05). The fair value at grant date is determined using the Black- Scholes model which takes into account the exercise price, the term of the option, the share price at grant date and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of the option. The following tables list the inputs used for fair valuation of options for the ESOP plans
Notes:
(a) The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.
(b) During the year ended March 31, 2025, 61,042 options (Previous Year: 75,106) and 172,367 options (Previous Year: 188,354) were granted to Key Management Personnels under ESOP scheme 2016 and under ESOP scheme 2011 respectively.
iv) As disclosed in subnote ii) above, the Company has given guarantee aggregating to EUR 116,085,000 (equivalent to INR 10,733.75 million) as on March 31, 2025 (Previous Year EUR 116,085,000, equivalent to INR 10,439.73 million) in earlier years to the bank guaranteeing the borrowings availed by Jubilant FoodWorks Netherlands B.V. (JFN) for acquisition of shares of DP Eurasia B.V. (DPEU). Other than this, the Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding (whether recorded in writing or otherwise) that the intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries)
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding parties) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (Ultimate beneficiaries), or
(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
40 Impairment in subsidiaries and associates
A) Impairment assessment of Jubilant FoodWorks Lanka (Private) Limited, Jubilant FoodWorks Bangladesh Limited and Jubilant Foodworks Netherlands B.V.
The management has conducted impairment evaluation on value of investments in subsidiaries, namely, Jubilant FoodWorks Lanka (Private) Limited (‘Sri Lanka'), Jubilant FoodWorks Bangladesh Limited (‘Bangladesh') and Jubilant Foodworks Netherlands B.V. (‘Netherlands'). The carrying value of the investment as on March 31, 2025 is INR 687.75 million, INR 1,137.49 million and INR 3,044.79 million respectively. The recoverable amounts of the investment are based on value in use, which are determined based on six-year business plans.
The management has adopted a six-year plan for the purpose of impairment testing considering the underlying subsidiaries operate in emerging markets and wherein their business reach and foot-print is underpenetrated when compared to developed markets. In these emerging markets, short-term plans are not indicative of the long-term future prospects and performance of the subsidiaries.
Further, the management is confident that projections till year six are reliable and can demonstrate its ability, based on past experience to forecast cash flows accurately over a six year period. Accordingly, the Company has considered a forecast period of six years for the purpose of impairment testing.
The respective recoverable amount of these investments is determined through an independent valuer, based on a value in use calculation which uses cash flow projections and a discount rate of 28.20%, 28.50% and 32.50% per annum for Sri Lanka, Bangladesh and Netherlands subsidiary respectively. The valuer confirms that the valuation is conducted in compliance with the provisions of Ind AS 36.
Cash flow projections are based on the expected gross margins and inventory price inflation throughout the period. The terminal growth has been taken as 5.00%, 5.50% and 14.90% per annum for Sri Lanka, Bangladesh and Netherlands subsidiary respectively. The growth rate is estimated basis overall economic growth rate for the food industry in the respective markets.
The key assumptions used for computation of value in use are the sales growth rate, EBITDA margins, long-term growth rate and the risk- adjusted discount rate. The discount rates are derived from the Company's weighted average cost of capital, taking into account the cost of capital, to which specific market-related premium adjustments are made for the respective territory.
The management has performed sensitivity analysis of the key assumptions used to determine the recoverable value and believes that no reasonably possible change in any of the key assumptions would cause the recoverable amount to be materially different from the recoverable amount in the base case.
The results of the impairment tests using these rates show that the recoverable amount exceeds the carrying amount. The management therefore concluded that no impairment was required to the investment in Sri Lanka, Bangladesh and Netherlands subsidiary.
B) Impairment in associates
During the year ended March 31, 2025, the management has recorded an impairment charge of INR 247.51 million on the investment in associate company namely, Hashtag Loyalty Private Limited, on account of discontinuance of operations.
42 Standards issued but not yet effective
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Group/Company.
4-3 Segment reporting: As the Company's business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Ind AS 108 - “Operating Segment'. The chief operating decision maker (CODM) considers that the various goods and services provided by the Company constitutes single business segment, to assess the performance and to make decision about allocation of resources, since the risk and rewards from these services are not different from one another.
44 Ministry of Corporate Affairs (MCA) vide its notification number G.S.R. 206(E) dated March 24, 2021 (as amended) in reference to the proviso to Rule 3(1) of the Companies (Accounts) Amendment Rules, 2021, introduced the requirement, where a company used an accounting software, of only using such accounting software w.e.f. April 01, 2023 which has a feature of recording audit trail of each and every transaction. The Company has used various accounting softwares for maintaining its books of account wherein; the audit trail feature in primary accounting software was enabled and operated effectively during the year except for few tables. The Management also has adequate internal controls over financial reporting which were operating effectively for the year ended March 31, 2025, and further management is in the process of remediating the gaps to ensure full compliance in primary and other software with the requirements of proviso to Rule 3(1) of the Companies (Accounts), Rules, 2014 referred above.
50 Financial risk management objectives and policies
The Company's principal financial liabilities comprise borrowings, retention money payable, trade and other payables, security deposits, lease liability and unpaid dividend. The Company's principal financial assets include investments, loan, trade and other receivables, cash and cash equivalents and other financial assets that derive directly from its operations.
The Company's financial risk management is an integral part of how to plan and execute its business strategies. The Company is exposed to market risk, credit risk and liquidity risk.
The Company's senior management oversees the management of these risks. The senior professionals work on to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors and Audit Committee. This process provides assurance to Company's senior management that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and risk objective.
The Board of Directors reviews and agrees policies for managing each of these risks which are summarized as below:
a. Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks , such as equity price risk and commodity price risk. Financial instruments affected by market risks include borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31, 2025. The analysis excludes the impact of movements in market variables on: the carrying values of gratuity, pension obligation and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2025.
i Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in foreign currency and the Company's net investment in foreign subsidiaries). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows appropriate risk management policies.
Foreign currency exposures recognised by the Company that have not been hedged by a derivative instrument or otherwise are as under:
Based on the movements in the foreign exchange rates historically and the prevailing market conditions as at the reporting date, the Company's management has concluded that the above mentioned rates used for sensitivity are reasonable benchmarks.
ii Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's policy is to minimise interest rate cash flow risk exposures on long term financing. The Company is exposed to changes in market interest rate as some of its borrowings from banks are at variable interest rate.
Interest rate sensitivity
Below table gives impact of interest rate changes to the profit and equity of the Company at / - 05 basis points ("bps") on an annual basis keeping other variables constant.
b. Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, foreign exchange transactions and other financial instruments. In respect of trade receivables the Company is not exposed to any significant credit risk exposure with a single counter party or a group of counter parties having similar characteristics.
c. Financial instruments and cash deposits
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.
d. Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company closely monitors its liquidity position and deploys a robust cash management system. It maintains adequate source of financing through the use of short term bank deposits and cash credit facility. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.
5? Capital management
For the purposes of the Company's capital management, Capital includes equity attributable to the equity holders of the Company and all other equity reserves and long term borrowings. The primary objective of the Company's capital management is to ensure that it maintains an efficient capital structure and maximize shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders or issue new shares. As a part of its capital management policy, the Company ensures compliance with all covenants and other capital requirements related to its contractual obligations. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31, 2025 and March 31, 2024.
0 es not have any transactions or balances with the Companies whose name is struck off under section 248 of the
Companies Act, 2013.
54 The Company has no transactions to report against the following disclosure requirements as notified by MCA pursuant to amended Schedule III:
a) Crypto Currency or Virtual Currency
b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder
c) Registration of charges or satisfaction with Registrar of Companies
d) Relating to borrowed funds:
i. Wilful defaulter
ii. Discrepancy in utilisation of borrowings
|^55~ All the amounts included in the financial statements are reported in million of Indian Rupees (‘INR' or ‘Rs.') and are rounded to the nearest million, unless stated otherwise. Further, due to rounding off, certain amounts are appearing as ‘0'.
For and on behalf of the Board of Directors of Jubilant FoodWorks Limited
Shyam S. Bhartia Hari S. Bhartia Sameer Khetarpal
Chairman Co-Chairman CEO and Managing Director
DIN: 00010484 DIN: 00010499 DIN: 07402011
Place: Noida Place: Noida Place: Noida
Mona Aggarwal Suman Satyanath Hegde
Company Secretary EVP and Chief Financial Officer
Membership No. 15374
Place: Noida Place: Noida
Date: May 14, 2025
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