Your Directors are pleased to present their Forty-Second
(42^nd) Annual Report and Audited Statement of Accounts
for the year ended March 31, 2025.

I FINANCIAL DETAILS

Consolidated Financial Highlights

Standalone Financial Highlights

(' in millions)

II PERFORMANCE

Standalone Operating Performance

During the financial year 2024-25, the Company has
reported a profit after tax of ?8.89 million as against a loss
of ?591.21 million for the previous year.

The Company focuses on putting up and operating Quick
Service Restaurants (QSR) in India through its wholly
owned subsidiary, which is a Development Licensee /
Master Franchisee of McDonald's and operates QSRs
under the brand name McDonald's.

Consolidated financial statements of the Company and
its subsidiary prepared in accordance with applicable
accounting standards and duly audited by the Company's
statutory auditors are annexed.

Subsidiary’s Operating Performance

The highlights of the Subsidiary's performance for
FY 2024-25 and its contribution to the overall performance
of the Company is provided below:

Subsidiaries, Joint Ventures or Associate
Companies

During the year under review no company has become or
ceased to be the Company's subsidiary, joint venture or
associate company.

As per the provisions of Section 129(3) of the Companies
Act, 2013 a statement containing salient features of
the financial statements of the Company's subsidiary
is provided as Annexure A' to the consolidated
financial statements.

Dividend

The Board of Directors in its meeting held on July 23, 2025
has declared interim dividend basis on the financials of the
Company for the quarter ended June 30, 2025 @ ?0.75/-
per share on equity share capital of the Company [financial
year 2025-26].

State of the Company’s affairs

Your Company was classified as a Core Investment
Company ('CIC') exempted from registration with the
Reserve Bank of India within the meaning of the Core
Investment Companies (Reserve Bank) Directions,
2016. It has promoted the operations of QSRs through
its subsidiary as aforesaid. The Company endeavors to
continuously improve its performance. Your Directors are
satisfied with the present state of the Company's affairs.

Transfer to Reserves

No funds are being transferred to the reserves.

Material changes and commitments

No material changes and commitments affecting the
financial position of your Company have occurred between
March 31, 2025 and the date of the report.

Particulars of loans, guarantee or investments

Particulars of the loans given, investment made or
guarantee given or security provided and the purpose
for which the loan or guarantee or security is proposed
to be utilised by the recipient of the loan or guarantee
or security are provided in Note No. 4 to the Standalone
Financial Statements.

Maintenance of Cost Records

During the period under review, your Company was not
required to maintain cost records as specified by the
Central Government under sub-section (1) of Section 148
of the Companies Act, 2013.

Internal Complaints Committee for Sexual
Harassment

Your Company has complied with the provisions relating
to the constitution of Internal Complaints Committee
under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

III DIRECTORS AND MANAGEMENT

Appointment / re-appointment of and change in
Directors

Pursuant to the provisions of Section 152 of the Companies
Act, 2013, the office of Mr Akshay Jatia (DIN: 07004280) is
liable to retire by rotation at the ensuing Annual General
Meeting, and being eligible, he offers himself for re¬
appointment. The Board of Directors has recommended
his re-appointment.

Number of meetings of the Board

Five (5) meetings of the Board of Directors were held
during the financial year. For further details, please refer to
the Report on Corporate Governance which forms a part of
this Annual Report.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that
they fulfill the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies
Act, 2013 and the Listing Regulations.

Directors’ Responsibility Statement

As required under Section 134(3)(c) and pursuant to
Section 134(5) of the Companies Act, 2013, your Directors
state that:

(a) in the preparation of the annual accounts for
financial year ended March 31, 2025, the applicable
accounting standards have been followed and there
are no departures in adoption of these standards;

(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 at March 31, 2025 and of the profit and loss
of the Company for the year ended on that date;

(c) the Directors have 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) the Directors have prepared the annual accounts
for financial year ended March 31, 2025 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 were operating
efficiently; and

(f) the Directors have devised proper systems to
ensure compliance with provisions of all applicable

laws and that such systems were adequate and
operating effectively.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013
and Regulation 17 of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“the Listing Regulations”), the Board has
carried out an annual evaluation of its own performance
and that of its Committees as well as performance of
the Directors individually. Feedback was sought by way
of a structured questionnaire through online survey
covering various aspects of the Board's functioning such
as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance
of specific duties, obligations and governance, and the
evaluation was carried out based on responses received
from the Directors.

A separate exercise was carried out by the Nomination
and Remuneration Committee of the Board to evaluate
the performance of individual Directors. The performance
evaluation of the Non-Independent Directors and the
Board as a whole was carried out by the Independent
Directors. The performance evaluation of the Chairman
of the Company was also carried out by the Independent
Directors, taking into account the views of the Executive
Director and Non-Executive Directors. The Directors
expressed their satisfaction with the evaluation process.

Audit Committee

In accordance with Regulation 18 of the Listing Regulations
read with Section 177 of the Companies Act, 2013, the
Company had constituted an Audit Committee, which
consists of three independent non-executive directors
namely; (1) Mr Jyotin Kantilal Mehta (Chairperson), (2)
Ms Amisha Hemchand Jain (member), (3) Mr Rajendra
Mariwala (member) and one other director, Ms Smita Jatia
(member). The Audit Committee functions in terms of the

role and powers delegated by the Board of Directors of
the Company keeping in view the provisions of Regulation
18 of the Listing Regulations and Section 177 of the
Companies Act, 2013 and the corresponding Rules made
thereunder, being the Companies (Meetings of Board and
its Powers) Rules, 2014.

Vigil Mechanism and Whistleblower Policy

The Vigil Mechanism as envisaged in the Companies
Act, 2013, the Rules prescribed thereunder and under
Regulation 22 of the Listing Regulations is implemented
through the Company's Vigil & Whistleblower Policy to
enable the Directors and employees of the Company
to report genuine concerns, to provide for adequate
safeguards against victimisation of persons who use such
mechanism and make provision for direct access to the
Chairperson of the Audit Committee.

The Vigil & Whistleblower Policy of the Company is
available on the Company's website at the web-link: http://
www.westlife.co.in/investors-compliance-and-policies.
php

Auditors

• Statutory Auditors and Auditors’ Report

S R B C & CO LLP (Registration No.: 324982E/
E300003), Chartered Accountants had been
appointed as Statutory Auditors of the Company for
a term of 5 (five) years at the 39^th Annual General
Meeting (AGM) held on September 15, 2022 to hold
office from the conclusion of the 39^th AGM till the
conclusion of the 44^th AGM of the Company. They had
confirmed that they are not disqualified as Statutory
Auditors of the Company.

The Notes on financial statements referred to in
the Auditors' Report are self-explanatory, hence no
clarification is required. The Auditors' Report does
not contain any qualification, observation, adverse
remark or disclaimer.

• Secretarial Audit and Report of company
secretary in practice

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
M/s MSDS & Associates, Practicing Company
Secretary (Certificate of Practice Number: 23194) to
carry out the Secretarial Audit of the Company for the
financial year 2024-25.

In terms of the provisions of sub-section (1) of
Section 204 of the Companies Act, 2013 read with
Regulation 24A of the SEBI (LODR) Regulations, 2015,
the Company has annexed to this Board Report as
'Annexure I', a Secretarial Audit Report given by a
company secretary in practice.

The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark
or disclaimer.

• Secretarial Audit Report of the Company’s
subsidiary (i.e. Hardcastle Restaurants
Private Limited) issued by a company
secretary in practice

In terms of the provisions of Regulation 24A of the
SEBI (LODR) Regulations, 2015, the Company has
annexed to this Board Report as 'Annexure I-A', a
Secretarial Audit Report of the Company's subsidiary
(i.e. Hardcastle Restaurants Private Limited) issued by
a company secretary in practice.

The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark
or disclaimer.

Key Managerial Personnel (KMP)

Pursuant to the provisions of Section 203 of the Companies
Act, 2013, the Key Managerial Personnel of the Company

are Mr Amit Jatia, Chief Executive Officer (CEO) [till close
of business hours on March 18, 2025] and Mr Akshay
Jatia, Chief Executive Officer [w.e.f. March 19, 2025],
Mr Saurabh Bhudolia, Chief Financial Officer (CFO) (till
close of business hours on May 8, 2024) and Dr. Shatadru
Sengupta, Company Secretary (CS).

Further, Mr Hrushit Shah, was appointed as the Chief
Financial Officer of the Company w.e.f. May 9, 2024, by the
Board of Directors of the Company at its meeting held on
May 8, 2024.

Contracts or Arrangements with Related Parties

Related Party Transactions that were entered into during
the year by your Company have been disclosed in Form
AOC-2 pursuant to Section 134(3) (h) of the Companies
Act, 2013, which has been appended as 'Annexure II'.

In compliance with clause 2A, Part-A, Schedule V of the
SEBI (LODR) Regulations, 2015, during the period under
review, the Company has not entered into any transaction
with any person or entity belonging to the promoter/
promoter group which hold(s) 10% or more shareholding
in the company.

Disclosure on Employee Stock Option Scheme
through Trust Route

In compliance with Regulation 14 of the Securities and
Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014 (now the Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021) ('the Regulations') read with
SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated
June 16, 2015, your Board of Directors report that during
the year under review, no material changes in the Westlife
Development Limited Employee Stock Option (Trust)
Scheme 2021 ('ESOS Trust Scheme 2021') had taken place
and that the ESOS Trust Scheme 2021 is in compliance
with the Regulations. Further, the details mentioned in
the Regulations have been disclosed on the Company's

website at web link: http://www.westlife.co.in/web/
compliance.aspx.

Policy for Qualifications, positive attributes
and independence criteria for Directors and
Remuneration for Directors, Key Managerial
Personnel and other employees

In accordance with the provisions of Section 134(3) (e); sub
section (3) and (4) of Section 178 of the Companies Act,
2013 and Regulation 19 read with Part D of Schedule II of
the Listing Regulations, the Company has formulated this
policy. The said policy has been appended as 'Annexure III'
which forms a part of this Report.

Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013
as to Corporate Social Responsibility are not applicable to
your Company.

Disclosure pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014

In accordance with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the following disclosures are made:

• average percentile increase already made in the salaries
of employees other than the managerial personnel
in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are
any exceptional circumstances for increase in the
managerial remuneration: N.A.¹

• the terms of remuneration are in line with the
Remuneration Policy of the Company.

• Directors did not receive any remuneration from the Company during
the year, except sitting fee for attending meetings of the Board and its
Committees, and no remuneration is being paid to the employees or
Key Managerial Personnel of the Company.

Internal Financial Control Systems

Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial
reporting risk. The internal financial controls have been
documented and embedded in the business system.

The Company has a proper and adequate internal audit and
control system commensurate with its size and the nature
of its business. No instance of any fraud or misdemeanor
has been noticed during the year.

Significant and material orders

There are no significant and material orders passed by
the regulators or courts or tribunals impacting the going
concerns status and Company's operations in future.

Public Deposits

The Company did not accept any deposits during the year.
Corporate Governance

Report on Corporate Governance of the Company for the
year under review, as per the requirements of Regulation
34 (3) read with Para C of Schedule V of the Listing
Regulations, has been given under a separate section and
forms part of this Annual Report.

Management Discussion and Analysis

A detailed review of operations, performance and future
outlook of the Company and its business, as stipulated
under Regulation 34(2)(e) read with Para B of Schedule V of
the Listing Regulations, is presented in a separate section
forming part of the Annual Report under the heading
'Management Discussion and Analysis'.

Investor Education and Protection Fund (IEPF)

No unpaid and unclaimed dividend is lying with
the Company.

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Companies Act, 2013, the copy of the Annual
Return is placed on the Company's Website http://www.
westlife.co.in/investors-compliance-and-policies.php

Conservation of Energy, Technology Absorption,
and Foreign Exchange Earnings and Outgo

The particulars in respect of conservation of energy,
technology absorption and foreign exchange earnings and
outgo, as required under sub-section (3) (m) of Section
134 of the Companies Act, 2013 read with Rule (8)(3) of the
Companies (Accounts) Rules, 2014 are given as under:

A. Conservation of Energy

i) The steps taken or impact on conservation of
energy: The operations of your Company are not
energy intensive.

ii) The steps taken by the Company for utilising
alternate sources of energy: NIL

iii) The capital investment on energy conservation
equipments: NIL

However, the Company's subsidiary, Hardcastle
Restaurants Pvt. Ltd, has taken significant
measures for conservation of energy and saving

the environment, as set out more particularly in the
Business Responsibility and Sustainability Report
forming part of this Annual Report.

B. Technology Absorption

i) The efforts made towards technology absorption
: NIL

ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution: NIL

iii) in case of imported technology (imported during
the last three years reckoned from the beginning
of the Financial Year): NIL

(a) Details of Technology Imported;

(b) Year of Import;

(c) Whether the Technology has been
fully absorbed;

(d) if not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof.

iv) Your Company has not incurred any expenditure
on Research and Development during the year
under review.

C. Foreign Exchange Earnings and Outgo

During the year under review, there were no foreign
exchange inflow, outflow or earnings.

Risk Management

Your Company has a well-defined risk management
framework in place. The risk management framework
works at various levels across the Company. The Company
has a robust organisational structure for managing and
reporting on risks.

Your Company has constituted a Risk Management
Committee of the Board which is authorised to monitor
and review a Risk Management Plan including Cyber
Security. The Risk Management Plan provides a detailed
programme for risk prevention, risk mitigation and risk
management and the operation/working thereof, along
with reporting of any new risks. The Risk Management
Plan has been established across the organisation and is
designed to prevent, mitigate and manage risks that affect
the Company.

IV DIVIDEND DISTRIBUTION POLICY

The above policy is enclosed as Annexure-IV' to the Board's
Report and also available on the Company's website at
https://www.westlife.co.in/wp-content/uploads/2024/08/
Dividend-Distribution-Policy.pdf

V BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Listing Regulations mandate the inclusion of the BRSR
as part of the Annual Report for the top 1,000 listed entities
based on market capitalisation. In compliance with the
Listing Regulations, we have integrated BRSR disclosures
annexed as 'Annexure-V' to the Board's Report.

VI Disclosure pursuant to Regulation
30A(5) of the Securities and Exchange
Board of India

(Listing Obligations and Disclosure Requirements),
Regulations, 2015, read with clause 5A of Circular No.
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July
13, 2023 issued by the Securities and Exchange Board of
India (details are also available on the Company's webpage
at link: https://westlife.co.in/investors-compliance-and-
policies.php) :

a) if the listed entity is a party to the agreement,
Not applicable

i. details of the counterparties (including name
and relationship with the listed entity);

b) if listed entity is not a party to the agreement,

i. name of the party entering into such an
agreement and the relationship with the
listed entity;

1. Hardcastle Restaurants Private Limited
(“HRPL”), wholly-owned subsidiary of the
listed entity.

2. Mr Amit Jatia, Director of the listed entity.

ii. details of the counterparties to the agreement
(including name and relationship with the listed
entity);

1. MCD Global Franchising Limited
(“McDonald's”).

2. McDonald's India Private Limited.

iii. date of entering into the agreement;
September 1, 2022, agreement being a Master
Franchise Agreement, or MFA (“the agreement”).

c) purpose of entering into the agreement;

For continuing the grant of franchise rights/license to
HRPLto adopt and use the

McDonald's System to operate and run
McDonald's restaurants.

d) shareholding, if any, in the entity with whom
the agreement is executed;

The listed entity, Westlife Foodworld Ltd (“WFL”),
holds 100% of the equity shareholdingof HRPL

e) significant terms of the agreement (in brief);

McDonald's grants to HRPL the right to own and
operate McDonald's restaurants in west and south
India (the territory), the right to adopt and use the
McDonald's System (described below) to operate and
run existing restaurants and to promote, develop and
operate new restaurants at approved locations in the
territory, and the right to advertise to the public that it
is a franchisee of the McDonald's System;

The McDonald's System which is operated by
McDonald's Corporation, USA and its affiliates is a
comprehensive restaurant system for the ongoing
development, operation and maintenance of
McDonald's restaurants, and includes intellectual
property and other proprietary rights and processes,
including the designs and color schemes for
restaurant buildings, signs, equipment layouts,
formulas and specifications for certain food
products, methods of inventory, operation, control,
bookkeeping and accounting, and manuals covering
business practices and policies that form part of
McDonald's standards. McDonald's Corporation and
its affiliates may add elements to or modify, alter or
delete elements from, the McDonald's System in
their sole discretion from time to time. McDonald's
restaurants have been developed for the retailing of
a limited menu of uniform and quality food products,
emphasising prompt and courteous service in a
clean, wholesome atmosphere that is intended to
be attractive to the public at large and particularly
to children and families. The McDonald's System is
operated and advertised widely within the United
States of America, Europe and in many countries
throughout Asia and the Middle East. McDonald's
Corporation and its affiliates hold, directly or
indirectly, all rights to authorise the adoption and
use of the McDonald's System. The foundation of
the McDonald's System is full compliance with the

standards by franchisees of the McDonald's System
including HRPL, and compliance with the standards
provides the basis for the valuable goodwill and
wide acceptance of the McDonald's System. Such
full compliance by HRPL, the accountability of HRPL
for its performance under the agreement and the
establishment and maintenance by HRPL of a close
working relationship with McDonald's in the operation
of the franchise business together constitute the
essence of the agreement.

In consideration of these rights, HRPL shall pay initial
franchise fees for each restaurant opened, as also
continuing franchise fees i.e. royalty as a percentage
of sales generated at the restaurants.

McDonald's shall have the right to specify the
technology and related equipment to be used by
HRPL in the operation of the franchised restaurants,
including all software, computer equipment,
hardware interconnection and similar items.

McDonald's may modify its standards applicable to
technology and related equipment from time to time,
and HRPL shall purchase for use in the restaurant
any new or modified technology, software, hardware,
equipment or other similar items necessary to comply
with such modified standards.

For each site approved for a restaurant, HRPL shall
construct the restaurant in accordance with the
restaurant design plans approved or provided by
McDonald's to HRPL.

McDonald's shall advise and consult with HRPL
periodically in connection with the operation of the
franchise business and the restaurants and, upon
HRPL's written request, at other reasonable times
during normal business hours. McDonald's shall
communicate to HRPL know-how, new developments,
techniques and improvements in areas of restaurant

management, food preparation and service that are
pertinent to the operation of a McDonald's restaurant
using the McDonald's System.

McDonald's shall provide to HRPL a copy of the
Operations Manuals prepared by McDonald's or
its affiliates for use by franchisees of McDonald's
restaurants similar to HRPL's restaurants. The
Operations Manuals contain standards for the
McDonald's System and other information applicable
to HRPL's obligations under this agreement. HRPL
agrees to promptly adopt and use exclusively the
information, methods and policies contained in
the Operations Manuals, now and as they may be
modified by McDonald's, or its affiliates from time to
time in their sole discretion.

HRPL shall provide initial and ongoing basic and
advanced training (including “refresher” training at
reasonable intervals) for all personnel of HRPL and
the restaurants that is consistent with McDonald's
global training standards.

Development, ownership, operation, promotion,
and management of the restaurants and all uses
of the intellectual property of McDonald's by HRPL
shall meet or exceed the applicable standards and
shall comply with applicable law. HRPL shall use,
affix and otherwise display, the intellectual property
strictly in conformity with the standards, together
with applicable trademark, patent and/or copyright
designations/ markings (including any legends
designating McDonald's (or its licensor) as owner of
the intellectual property.

McDonald's shall be entitled to monitor and measure
compliance by HRPL's restaurants with the quality,
service and cleanliness standards, using such system
for evaluating the restaurants as McDonald's may
determine from time to time.

f) extent and the nature of impact on
management or control of the listed entity;

Mr Amit Jatia is at all times to be in control of HRPL.
Since HRPL Is a wholly-owned subsidiary of WFL, Mr
Amit Jatia is consequently to be similarly in control of
WFL, which is in fact the case.

g) details and quantification of the restriction or
liability imposed upon the listed entity;

- Not applicable.

h) whether, the said parties are related to
promoter/promoter group/ group companies
in any manner. If yes, nature of relationship;

- Mr Amit Jatia is a promoter of WFL.

i) whether the transaction would fall within related
party transactions? If yes, whether the same is
done at “arm's length”;

- No; not applicable

j) in case of issuance of shares to the parties,
details of issue price, class of shares issued;

- Not applicable

k) any other disclosures related to such
agreements, viz., details of nominee on
the board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.;

- Not applicable

l) in case of rescission, amendment or alteration,
listed entity shall disclose additional details to
the stock exchange(s):

i. name of parties to the agreement;

ii. nature of the agreement;

iii. date of execution of the agreement;

iv. details and reasons for amendment or
alteration and impact thereof (including

impact on management or control and on
the restriction or liability quantified earlier);

v. reasons for rescission and impact thereof
(including impact on management or
control and on the restriction or liability
quantified earlier.

- Not applicable

VII ACKNOWLEDGEMENT

The Board of Directors wishes to express its gratitude and
record sincere appreciation for the dedicated efforts of all
employees of the Company. The Board is thankful to the
esteemed shareholders for their continued support and
confidence reposed in the Company. The Board takes
this opportunity to express its gratitude for the valuable
assistance and co-operation extended by all stakeholders
including government authorities, customers, banks,
vendors, advisors, and other business partners.

For and on behalf of the Board of Directors of
Westlife Foodworld Limited

Sd/- Sd/-

Amit Jatia Akshay Jatia

Director Whole Time Director (Executive Director)

DIN:00016871 DIN:07004280

Place: Mumbai
Date: July 23, 2025

1

The ratio of the remuneration of each director to the
median remuneration of the employees of the Company
for the financial year: N.A.¹

• the percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive Officer,
Company Secretary or Manager, if any, in the financial
year: N.A.¹

• the percentage increase in the median remuneration of
employees in the financial year: N.A.¹

• the number of permanent employees on the rolls of
Company: Four