k. Provisions and contingent liabilities
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a 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. When the Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.
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.
These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Provision for site restoration
The Company records a provision for site restoration costs associated with the stores opened. Site restoration costs are provided at the present value of expected costs to settle the obligation using estimated cash flows and are recognised as part of the cost of the particular asset. The cash flows are discounted at a current pre-tax rate that reflects the risks specific to the site restoration provision. The unwinding of the discount is expensed as incurred and recognised in the statement of profit and loss as a finance cost. The estimated future costs of site restoration are reviewed annually and adjusted as appropriate. Changes in the estimated future costs or in the discount rate applied are added to or deducted from the cost of the asset.
Contingent Liability
Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. The Company does not recognise a contingent liability but discloses its existence in the standalone financial statements.
l. Retirement and other employee benefits Defined Contribution plan
State governed Provident Fund and Employees State Insurance Corporation are considered as defined contribution plan and contributions thereto are charged to the statement of profit and loss for the year when an employee renders the related service. There are no other obligations, other than contribution payable to the respective funds. The Company recognizes contribution payable to the provident fund scheme as an expense, when an employee renders the related service. If the contribution payable to the scheme for service received before the balance sheet date exceeds the contribution already paid, the deficit payable to the scheme is recognized as a liability after deducting the contribution already paid. If the contribution already paid exceeds the contribution due for services received before the balance sheet date, then excess is recognized as an asset to the extent that the pre-payment will lead to.
Defined Benefit plan Gratuity
Gratuity liability is a defined benefit scheme. The liability recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated by actuary using the projected unit credit method.
The present value of the defined benefit obligation denominated in ' is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation. This cost is included in employee benefit expense in the Statement of Profit and Loss.
Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements are not reclassified to the Statement of Profit and Loss in the subsequent periods.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in Statement of Profit or Loss as past service cost.
Leave Encashment
Accumulated leaves, which are expected to be utilised within the next 12 months, are treated as current employee benefit. The Company treats the entire leave as current liability in the balance sheet, since it does not have an unconditional right to defer its settlement for 12 months after the reporting date. It is measured based on an actuarial valuation done by an independent actuary on the projected unit credit method at the end of each financial year.
m. Share - based payments
Employees (including senior executives) of the Company receive remuneration in the form of share-based payment, 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. Further details are given in Note 36.
That cost is recognised, together with 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's 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's 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.
When the terms of an equity-settled award are modified, the minimum expense recognised is the grant date fair value of the unmodified award, provided the original vesting terms of the award are met. An additional expense, measured as at the date of modification, is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee.
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.
Expense relating to equity-settled options granted to employees of the subsidiary companies are recognised as receivable from the subsidiary companies with a corresponding credit to employee stock option reserve.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
n. 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
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost, fair value through other comprehensive income (OCI), and fair value through profit or loss.
The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Company's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient, the Company initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Company has applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in section (c) Revenue from contracts with customers.
In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, it needs to give rise to cash flows that are 'solely payments of principal and interest (SPPI)' on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.
The Company's business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at amortised cost (debt instruments)
• Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments) Debt instruments, derivatives
and equity instruments at fair value through profit or loss (FVTPL)
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
• Financial assets at fair value through profit or loss
Financial assets at amortised cost
A 'financial asset' is measured at the amortised cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.
This category is the 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 the EIR. The EIR amortisation is included in finance income in the 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 instrument at FVTOCI
A 'debt instrument' is classified as at the FVTOCI if both of the following criteria are met:
a) The objective of the business model is achieved both by collecting contractual cash flows and selling the financial assets, and
b) The asset's contractual cash flows represent SPPI.
Debt instruments included within the FVTOCI 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 recognizes interest income, impairment losses & reversals and foreign exchange gain or loss in the P&L. On derecognition of the asset, cumulative gain or loss previously recognised in OCI is reclassified from the equity to
P&L. Interest earned whilst holding FVTOCI debt instrument is reported as interest income using the EIR method.
Financial assets at FVTPL
FVTPL is a residual category for debt and equity instruments. Any debt and equity instrument, which does not meet the criteria for categorization as at amortized cost or as FVTOCI, is classified as at FVTPL.
I n addition, the Company may elect to designate a debt and equity instrument, which otherwise meets amortized cost or FVTOCI criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or recognition inconsistency (referred to as 'accounting mismatch').
Debt and equity instruments included within the FVTPL category are measured at fair value with all changes recognized in the P&L.
Equity investments
All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading and contingent consideration recognised 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 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 P&L, 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 Statement of Profit and Loss.
Investment in Subsidiary
Investment in Subsidiary entities is carried at cost less accumulated impairment losses, if any. Where an indication of impairment exists, the carrying amount of the investment is assessed and written
down immediately to its recoverable amount. On disposal of investments in subsidiary entity the difference between net disposal proceeds and the carrying amounts are recognised in the Statement of Profit and Loss. Refer Significant accounting judgements estimates and assumptions.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the Company's 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 (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Company continues to recognise the transferred asset to the extent of the Company's continuing involvement. In that case, the Company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Company has retained. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
Impairment of financial assets
The Company assesses impairment based on expected credit losses (ECL) model to the following:
• Financial assets measured at amortised cost
For trade receivables, other receivables and other financial assets, the Company follows 'simplified approach' for recognition of impairment loss allowance.
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. For assessing increase in credit risk and impairment loss, the Company combines financial instruments on the basis of shared credit risk characteristics with the objective of facilitating an analysis that is designed to enable significant increases in credit risk to be identified on a timely basis.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss. All financial liabilities are recognised initially at fair value.
The Company's financial liabilities include trade and other payables and borrowings.
Subsequent measurement
The Company measures all financial liabilities at amortised cost using the Effective Interest Rate ('EIR') method except for financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.
Financial liabilities held for trading are measured at fair value through profit and loss.
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk are recognized in OCI. These gains/loss are not subsequently transferred to P&L. However, the
Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit or loss.
De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
o. Cash and cash equivalents
Cash and cash equivalents in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, that are readily convertible to a known amount of cash and which are subject to an insignificant risk of changes in value.
For the purpose of statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, as they are considered an integral part of the Company's cash management.
p. Exceptional Items
Exceptional items are transactions, by virtue of their size or incidence (including but not limited to impairment charges and acquisition and restructuring related costs), are separately disclosed to ensure that the financial information allows an understanding of the underlying performance of the business in the year, so as to facilitate comparison with prior periods. Such items are material by nature or amount to the year's result and require separate disclosure in accordance with Ind AS.
q. Earnings per share
Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holders by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) 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 effects of all dilutive potential equity shares.
r. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker.
s. Events after the reporting period
Adjusting events are events that provide further evidence of conditions that existed at the end of the reporting period. The standalone financial statements are adjusted for such events before authorisation for issue of standalone financial statements.
Non-adjusting events are events that are indicative of conditions that arose after the end of the reporting period. Non-adjusting events after the reporting date are not accounted, but disclosed, if material.
2.3 Use of judgements and estimates
The preparation of the Company's standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. These estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates The estimates and underlying assumptions are reviewed on an ongoing basis. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period, if the revision affects current and future period.
The areas involving critical judgements, estimates and
assumptions are mentioned below:
a) Useful lives of Property, Plant and equipment:
Useful lives of property, plant and equipment, intangible assets are based on the life prescribed in schedule II of the Companies Act. In cases, where useful lives are different from that prescribed under Schedule II of the Act, they are determined by the management based on an internal technical evaluation.
b) Provision for site restoration
The Company has recognised a provision for site restoration obligation associated with the stores opened. In determining the fair value of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the furniture/fixtures from the stores and the expected timing of those costs. The Company estimates that the costs would be incurred upon the expiration of the lease and calculates the provision on discounted basis using the current pre-tax rate that reflects the risk specific to the site restoration provision.
c) Defined benefit plans (gratuity benefits)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary increases attrition rates and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. The parameter most subject to change is the discount rate. In determining the appropriate discount rate, the management considers the interest rates of government bonds in currencies consistent with the currencies of the post-employment benefit obligation. Further details about gratuity obligations are given in Note 34.
d) Impairment of investment in subsidiaries
Determining whether investments in subsidiaries are impaired requires assessing the indicators which may lead to impairment of investment and then an estimation of the recoverable value. In considering the recoverable value, the management
have anticipated the future cash flows, length of forecast of future cash flows, discount rates, expected growth rates, terminal growth rates and other factors of the underlying businesses/ companies. In estimating the fair value of an asset or a liability, the Company uses market-observable data to the extent it is available. In certain cases, the Company engages third party qualified valuers to perform the valuation.
A degree of judgment is required in identification of impairment indicators and establishing fair values. Judgements and assumptions include consideration of inputs such as forecasts of future cash flows, length of forecast of future cash flows, expected growth rates, terminal growth rates and discount rates. Any subsequent changes to the judgments and assumptions could impact the carrying value of investments.
In accordance with accounting standard, management have performed an annual impairment assessment as at March 31, 2026 of its investment in its subsidiary, PT Sari Burger Indonesia, using the discounted cash flow ('DCF') approach to determine the recoverable value of the business. In estimating the future cash flows management have given due consideration to the inherent uncertainty of forecast information and have adjusted some of the assumptions in the business plan to take into account possible variation in the amount or timing of the cash flows. In doing so, management has incorporated execution risks associated with our business, as well as other risks that may impact future cash flows.
e) Taxes
Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies. Further details about Deferred tax assets are given in Note 32.
f) Lease Term
The Company determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
The Company included the renewal period as part of the lease term for leases of restaurant and equipment due to the significance of these assets to its operations and also investments made in leasehold improvements.
g) Fair Value Measurement
When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques by evaluating fair market value of underlying assets of the entity. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility.
h) Share based payment
Estimating fair value for share-based payment transactions requires determination of the most appropriate valuation model, which depends on the terms and conditions of the grant. This estimate also requires determination of the most appropriate inputs to the valuation model including the expected life of the share option, volatility and dividend yield and making assumptions about them. For the measurement of the fair value of equity- settled transactions with employees at the grant date, the Company uses Black- Scholes model. The assumptions used for estimating fair value for share based payment transactions are disclosed in Note 36 to the standalone financial statements.
i) Provision and contingencies
The recognition and measurement of other provisions are based on the assessment of the probability of an outflow of resources, and on past experience and circumstances known at the balance sheet date. The actual outflow of resources at a future date may therefore vary from the amount included in other provisions.
j) Recent pronouncements
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.
In May 2025, MCA notified amendments to Ind AS 21 - The Effects of Changes in Foreign Exchange Rates, applicable w.e.f. April 1, 2025. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any significant impact in its financial statements.
In August 2025, MCA notified the following amendments to:
1. Ind AS 1, Presentation of Financial Statements, applicable w.e.f. April 1,2025 - The amendment relates to classification of liabilities as current or non-current and non-current liabilities with covenants. In the context of classifying a liability as current, it removes the requirement of existence of a right to defer settlement for at least 12 months after the reporting date and instead requires that the said right should exist on the reporting date and have substance. The amendment also introduces guidance on classification of liabilities with covenants. The Company has no impact of these amendments in its classification criteria of current and non¬ current liabilities.
2. I nd AS 7, Statement of Cash Flows and Ind AS 107, Financial Instruments: Disclosures, applicable w.e.f. April 1,2025 - The amendment in Ind AS 7 requires to inform users of financial statements of the existence of supplier finance arrangements and explain the nature of the arrangements, the carrying amount of liabilities and the range of payment due dates. Ind AS 107 has been amended to add supplier finance arrangements as a factor that may cause concentration of liquidity risk. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.
3. Ind AS 12, International Tax Reform - Pillar Two Model Rules applicable immediately - The amendments provide a temporary mandatory relief from deferred tax accounting for top- up tax and disclose that they have applied the relief. This relief is immediate and applies retrospectively. The Company has reviewed the amendment and based on its evaluation has determined that it does not have any impact in its financial statements.
Nature of reserve:
1. Securities premium: Securities premium represents premium received on shares. The reserve can be utilised only for limited purposes in accordance with the provisions of the Companies Act, 2013.
2. Share based payment reserve: Share based payment reserve represents the grant date fair value of options issued to employees under employee stock plan.
3. Retained earnings: Retained earnings are the losses that the Company has made till date, less any transfers to general reserve, dividends, or other distributions paid to the shareholders. Retained earning is a free reserve available to the Company.
4. Share application pending allotment: Share application pending allotment represents the amount received on the share application on which allotment is not yet made.
NOTE 33: EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the toss for the year attributable to equity holders by the weighted average number of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the toss attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.
(b) Defined Benefit Plans
(i) Gratuity:
Gratuity liability is a defined benefit scheme. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's length of service and salary at retirement age. The gratuity liability is unfunded.
The cost of providing benefits under this plan is determined on the basis of an actuarial valuation done.
(a) (i) During the year ended March 31,2023, the Company has issued Corporate Guarantee in favour of PT Bank Central
Asia Tbk amounting to IDR 4,10,000 million (equivalent to ' 2,251.31 million) and USD 0.28 million (equivalent to ' 22.99 million) to secure PT Sari Burger Indonesia's liabilities towards the aforesaid banks. The outstanding borrowings with respect to above in books of PT Sari Burger Indonesia as on March 31, 2026 is ' 157.38 million (March 31, 2025: ' 252.08 million). The Company has charged commission in respect of aforesaid corporate guarantee uptiLL 20 April 2025.
(ii) During the year ended March 31, 2026, the Company has issued Corporate Guarantee in favour of Axis Bank Limited, IBU, Gift City, for guaranteeing the repayment obligations of PT Sari Burger Indonesia in relation to a Loan equivalent risk facility for an amount upto USD 1.18 million (equivalent to ' 111.34 million). The Company has charged commission in respect of aforesaid corporate guarantee.
(iii) The Company has provided performance guarantee in favour of BK Asia Pac Pte. Ltd. ("BK Asia Pac") for securing the obligations of PT Sari Burger Indonesia as per the Master Franchisee and Development Agreement dated December 04, 2014 ("Indonesia MFDA"). The aforesaid guarantee amount would be determined, agreed and/or modified prior to every financial year end. Amount of outstanding payables by PT Sari Burger Indonesia to BK Asia Pac as on March 31,2026 is ' 13.36 million (March 31,2025: ' 273.81 million).
Pursuant to the Side Letter executed between the Company and PLK Apac Pte.Ltd (""PLK"") on July 27, 2022, the Company has provided performance guarantee in favour of PLK for securing the obligations of PT Sari Chicken Indonesia as per the Master Franchisee and Development Agreement dated July 27, 2022 executed between PT Sari Chicken Indonesia, PLK and PT Sari Burger Indonesia. The aforesaid guarantee amount wouLd be determined, agreed and/or modified prior to every financiaL year end pursuant to the aforesaid Side Letter. Amount of outstanding payables by PT Sari Chicken Indonesia to PLK as on March 31,2026 is ' 1.33 million (March 31,2025: ' 22.76 million).
The Company has charged commission in respect of aforesaid performance guarantee.
(b) (i) The Company has entered into agreement with PT Sari Burger Indonesia wherein the Company agrees to charge
certain management support services (salary and other employee related overheads) and IT cost relating to the Group Management Personnel. Management support services shaLL include IT support services, procurement support services, support in new product deveLopment, Human resource support services and assistance in other support functions.
(ii) TraveLLing expenses incLude Lodging, food aLLowance and other empLoyee reimbursements charged on actuaL basis to PT Sari Burger Indonesia and PT Sari Chicken Indonesia.
(c) (i) During the year ended March 31,2024, the Company has executed the facility agreement dated November 03, 2023
with Axis Bank Limited for avaiLing secured term Loan faciLity (fund based and non-fund based - fuLLy fungibLe) of an amount not exceeding in the aggregate of ' 1,500 miLLion equivaLent to USD 18.07 MiLLion ('the faciLity').
The faciLity has first Pari-passu security interest on the Company's entire assets, both movabLes and immovabLe, entire current assets incLuding receivabLes of the Company, both present and future .
(ii) In furtherance to aforesaid agreement, PT Sari Burger Indonesia, subsidiary of the Company executed the facility agreement dated December 06, 2023 with Axis Bank Limited, IBU, Gift City Branch for availing secured term loan facility of an amount not exceeding in the aggregate of USD 17.54 million. The said term loan facility is secured by unconditional and irrevocable Standby Letter of Credit ('SBLC') in the name of Axis Bank Limited, IBU, Gift City Branch from Axis Bank Limited of an amount not exceeding in the aggregate of ' 1,500 million equivalent to USD 18.07 million.
The facility availed by the Company on November 03, 2023 was then utilised for issuance of SBLC by Axis Bank Limited at the request of the Company in favour of Axis Bank Limited, IBU, Gift City Branch, for giving term loan facility to PT Sari Burger Indonesia, subsidiary of the Company.PT Sari Burger Indonesia has availed TL facility of ' 1,420.98 million equivalent to USD 17.05 million. Balance outstanding as at March 31, 2026 is ' 1,508.26 million (March 31,2025 ' 1,438.85 million).
(d) The Company has granted options to the employees of its subsidiary company PT Sari Burger Indonesia and the related expense amounting to ' Nil million (March 31 2025: ' 21.77 million) has been charged to the respective subsidiary company.
Items (a)(i), (a)(ii),(a)(iii) and (c)(ii) mentioned above are covered under Section 186(4) of Companies Act, 2013 for which necessary approvals have been obtained by the Company
The Company provides share-based payment schemes to its senior executives for their association and performance as well as to motivate them to contribute to the growth and profitability of the Company.
On September 21, 2015, the shareholders approved the Equity Settled BK Employee Stock Option Scheme 2015' ("ESOS 2015"). ESOS 2015 has been amended vide shareholder's resolutions dates April 25, 2018, June 28, 2019, October 23, 2019 and November 13, 2020 respectively and board resolution dated March 29, 2022.
The ESOS 2015 was amended to increase the exercise period from 12 months to 24 months for the options vesting on the completion of the Initial Public Offer of the Company vide shareholders' resolution dated November 12, 2020.
The ESOS 2015 was further amended on 24 November 2022 vide approval granted by Nomination and Remuneration Committee to increase the exercise period from 24 months to 36 months for the options vesting on the IPO and from 12 months to 24 months for the options vesting on 3 years from grant date.
b. Contingent Liabilities
(a) (i) During the year ended March 31,2023, the Company has issued Corporate Guarantee in favour of PT Bank Central
Asia Tbk amounting to IDR 4,10,000 million (equivalent to ' 2,251.31 million) and USD 0.28 million (equivalent to ' 22.99 million) to secure PT Sari Burger Indonesia's liabilities towards the aforesaid banks. The outstanding borrowings with respect to above in books of PT Sari Burger Indonesia as on March 31,2026 is ' 157.38 million (March 31, 2025: ' 252.08 million). The Company has charged commission in respect of aforesaid corporate guarantee uptiLL 20 April 2025.
(ii) During the year ended March 31, 2026, the Company has issued Corporate Guarantee in favour of Axis Bank Limited, IBU, Gift City, for guaranteeing the repayment obligations of PT Sari Burger Indonesia in relation to a Loan equivalent risk facility for an amount upto USD 1.18 million (equivalent to ' 111.34 million). The Company has charged commission in respect of aforesaid corporate guarantee.
(iii) The Company has provided performance guarantee in favour of BK Asia Pac Pte. Ltd. ("BK Asia Pac") for securing the obligations of PT Sari Burger Indonesia as per the Master Franchisee and Development Agreement dated December 04, 2014 ("Indonesia MFDA"). The aforesaid guarantee amount would be determined, agreed and/or modified prior to every financial year end. Amount of outstanding payables by PT Sari Burger Indonesia to BK Asia Pac as on March 31, 2026 is ' 13.36 million (March 31,2025: ' 273.81 million).
Pursuant to the Side Letter executed between the Company and PLK Apac Pte.Ltd ("PLK") on July 27, 2022, the Company has provided performance guarantee in favour of PLK for securing the obligations of PT Sari Chicken Indonesia as per the Master Franchisee and Development Agreement dated July 27, 2022 executed between PT Sari Chicken Indonesia, PLK and PT Sari Burger Indonesia. The aforesaid guarantee amount would be determined, agreed and/or modified prior to every financial year end pursuant to the aforesaid Side Letter. Amount of outstanding payables by PT Sari Chicken Indonesia to PLK as on March 31,2026 is ' 1.33 million (March 31, 2025: ' 22.76 million).
The Company has charged commission in respect of aforesaid performance guarantee.
(c) (i) During the year ended March 31,2024, the Company has executed the facility agreement dated November 03, 2023
with Axis Bank Limited for availing secured term Loan facility (fund based and non-fund based - fuLLy fungible) of an amount not exceeding in the aggregate of ' 1,500 miLLion equivaLent to USD 18.07 MiLLion ('the faciLity').
The faciLity has first Pari-passu security interest on the Company's entire assets, both movabLes and immovabLe, entire current assets incLuding receivabLes of the Company, both present and future .
(ii) In furtherance to aforesaid agreement, PT Sari Burger Indonesia, subsidiary of the Company executed the faciLity agreement dated December 06, 2023 with Axis Bank Limited, IBU, Gift City Branch for avaiLing secured term Loan faciLity of an amount not exceeding in the aggregate of USD 17.54 miLLion. The said term Loan faciLity is secured by unconditionaL and irrevocabLe Standby Letter of Credit ('SBLC') in the name of Axis Bank Limited, IBU, Gift City Branch from Axis Bank Limited of an amount not exceeding in the aggregate of ' 1,500 miLLion equivaLent to USD 18.07 miLLion.
The faciLity avaiLed by the Company on November 03, 2023 was then utiLised for issuance of SBLC by Axis Bank Limited at the request of the Company in favour of Axis Bank Limited, IBU, Gift City Branch, for giving term Loan faciLity to PT Sari Burger Indonesia, subsidiary of the Company.PT Sari Burger Indonesia has avaiLed TL faciLity of ' 1,420.98 miLLion equivaLent to USD 17.05 miLLion. BaLance outstanding as at March 31,2026 is ' 1,508.26 miLLion (March 31, 2025'1,438.85 miLLion).
NOTE 38 : OPERATING SEGMENT
The Group Chief Executive Officer (CEO) of the Company has been identified as Chief Operating Decision Maker ("CODM") of the Company who evaLuates the Company's performance and aLLocates resources based on an anaLysis of various performance indicators by reportabLe segments. CODM reviews the entire operating resuLts of the business as a whoLe for the purpose of making decisions about resource aLLocation and performance assessment and therefore, the Company beLieves that there is singLe reportabLe segment i.e. " Restaurants and Management". Segment performance is evaLuated based on profit or Loss and is measured consistentLy with profit or Loss in the financial statement.
The Company operates onLy in India and hence aLL assets beLonging to reportabLe segment are Located in India. The Company doesn't have any individuaL customer who is contributing more than 10% of revenue.
NOTE 39 : FAIR VALUES OF FINANCIAL INSTRUMENTS
The fair vaLues of financiaL instruments is the amount at which the instrument couLd be exchanged or settLed between knowLedgeabLe and wiLLing parties in an arm's Length transaction, other than in a forced or Liquidation saLe.
a. Fair value hierarchy
The Company categories fair vaLue measurements using a fair vaLue hierarchy that is dependent on the vaLuation inputs used as foLLows:
- 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
Fair vaLue measurements that use inputs of different hierarchy LeveLs are categorised in its entirety in the same LeveL of the fair vaLue hierarchy as the Lowest LeveL input that is significant to the entire measurement.
b. For financiaL assets and LiabiLities that are measured at fair vaLue, the carrying amounts are equaL to the fair vaLues.
NOTE 40 : FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIESThe Company has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk and
• Market Risk - Foreign Currency
Risk Management Framework
The Board of Directors of the Company is responsible for reviewing the risk management policies and ensuring its effectiveness.
The Company's risk management policies are established to identify and analyse the risks faced by the Company to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in the market conditions and the Company's activities.
The Board of Directors and Audit Committee oversees how management monitors compliance with Company's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risk faced by the Company.
The Company's exposure to credit risk arises primarily from cash and cash equivalents, deposits with banks and non banking financial institutions, investments in mutual funds and other financial assets. There is no significant concentration of credit risk as the Company generally invests in deposits with banks, mutual funds and non banking financial institutions with high credit ratings assigned by domestic credit rating agencies. The other financial assets primarily represents security deposits given to lessors for premises taken on lease. Such deposits will be returned to the Company on vacation of the premises or termination of the agreement whichever is earlier.
Security deposits, Trade and Other receivables:
The Company's business is predominantly retail in nature on 'cash and carry' basis which is largely through cash and credit card collections. Trade receivables also includes receivables from credit card companies and online aggregator platforms, which are generally realisable on weekly basis. The credit risk on receivable from credit card companies is minimal, since they are primarily owned by customers' card issuing banks. The Company does monitor the economic environment in which it operates. The Company manages its credit risk by continuously monitoring the credit worthiness of customers to which the Company grants credit terms in the normal course of business.The Company also carries credit risk on lease deposits with landlords for store properties taken on leases, for which agreements are signed and property possessions timely taken for store operations. The risk relating to refunds after store shut down is managed through successful negotiations or appropriate legal actions, where necessary.
The Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a provision matrix to compute the expected credit loss allowance for trade and other receivables. The provision matrix takes into account available internal credit risk factors such as the Company's historical experience for customers. The collective loss allowance is determined based on historical data of payment statistics for similar financial assets. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. No allowance for collective impairment was made based on past experience. (Refer Note 7,10 and 14)
Financial instruments and Cash deposits:
Credit risk from balances with banks and financial institutions is managed in accordance with the Company's policy. Investments of surplus funds in mutual 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. (Refer Note 6 - Current investments, 7 and 14)"
Credit risk concentration:
The Company's revenue is principally settled on cash terms or through credit cards, thus there are no significant past due balances in the Company's trade receivables. The Company's customers are walk-in whose individual annual expenditure at the Company's establishments does not constitute a substantial percentage relative to the company's revenue.
Other financial assets consist mainly of deposits placed with various well-established and reputable lessors for lease of retail space and credit risk is not concentrated.
The Company's maximum exposure to credit risk for the components of the balance sheet is the carrying amount as provided in Note no 6 - Current investments, 7, 10 to 14.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company's approach to manage liquidity is to have sufficient liquidity to meet it's liabilities when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company's reputation.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupees against USD and IDR as at the year end would have affected the measurement of financial instruments denominated in foreign currency and affected profit or loss and other equity by the amounts shown below. This analysis is performed on USD and IDR denominated monetary financial assets and financial liabilities outstanding as at the year end.
Foreign Currency Sensitivity
A change of 50 bps in exchange rate would have following impact on loss before tax :
The Company's liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company's liquidity position on the basis of expected cash flows.
- I t maintains adequate source of financing through internally generated funds, use of short term bank deposits, investment in mutual funds and non banking financial institutions, external borrowings and issue of shares.
- The Company assessed the concentration of risk with respect to its financial liabilities and concluded it to be low. Exposure to liquidity risk
The following are the remaining contractual maturities of financial liabilities at the reporting date based on contractual undiscounted repayment obligations.
(c) Market risk
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
(i) Interest rate risk
The Company is not exposed to Interest rate risk.
(ii) Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating and investing activities.
NOTE 42: CAPITAL MANAGEMENT
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to ensure it maintains suficient cash in order to support its business and maximise shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares.
During the year ended March 31,2025, the Company issued 8,33,33,333 fully paid up equity shares to Qualified Institutional Buyers in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. These shares were issued at a price of ' 60.00 per share (including securities premium of ' 50.00 per share) for an aggregate consideration of ' 5,000.00 million.
NOTE 43: EXCEPTIONAL ITEM
An item of income or expense which by its size, type or incidence requires disclosure in order to improve an understanding of the performance of the Company is treated as an exceptional item and the same is disclosed in standalone statement of profit and loss and in the notes forming part of the financial statements.
a. New Labour Codes 2025
On November 21, 2025, the Government of India has implemented four new Labour Codes (the "Labour Codes"), including the Code on Wages, 2019, which amended the definition of "wages" Based on the best information available, the Company carried out the actuarial valuation of gratuity and long-term compensated absences and recorded incremental financial impact of ' 22.52 million due to the change in wages definition. Considering that this impact is driven by regulatory changes and is non-recurring in nature, it is classified under exceptional item in the financial results of the Company. The Company continues to monitor the finalization of the Central and State Rules, as well as any further clarifications issued by the Government on other aspects of the Labour Codes and will record appropriate accounting impact as and when such developments occur.
b. Impairment of Investment in Subsidiary
The Company assessed recoverable value for the investment made in PT Sari Burger Indonesia which represents a separate cash generating unit (CGU) for the Company as at March 31, 2026. In view of cash losses incurred by the subsidiary and continued underperformance against revenue & other key financial performance indicators of the subsidiary in comparison to its Annual Operating Plan, the Company determined the 'Value in use' using the Discounted Cash Flow (DCF) method. The 'Value in use' as per DCF method using projections over a period of twelve years at a discount rate of 14% and a terminal growth rate of 5% was determined at '11,131.79 million. Accordingly, the Company has recorded an impairment provision of '1,200.00 million in statement of Profit and Loss for the year ended March 31,2026.
NOTE 44: CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The provisions of Section 135 of the Companies Act 2013 are not applicable to the Company since the Company is a loss making Company and does not meet the applicability criteria as defined in the aforesaid section.
NOTE 45: OTHER INFORMATION
The Board of directors of Company at its meeting held on January 20, 2026 has approved issuance and allotment by way of a preferential issue on a private placement basis of 12,85,71,128 equity shares at ' 70 per share to Lenexis Foodworks Private Limited, 100 equity shares at ' 70 per share to Aayush Agrawal Trust, 100 equity shares at ' 70 per share to Inspira Foodworks Private Limited (formerly Inspira Realty 1 Private Limited), 100 equity shares at ' 70 per share to Mr. Aayush Madhusudan Agrawal and 8,57,14,285 warrants (each carrying a right to subscribe to 1 (one) equity share of the Company) of ' 70 per warrant to Lenexis Foodworks Private Limited which may be exercised and converted in one or more tranches within 18 (eighteen) months from the date of allotment of warrants, for which the approval of the shareholders of the Company has been received at the extra-ordinary general meeting held on February 13, 2026. The above transaction is subject to receipt of approvals from other relevant statutory authorities as may be required including approval from the Competition Commission of India.
NOTE 46: OTHER STATUTORY INFORMATION
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off u/s 248 of the Companies Act, 2013.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2026.
(v) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) 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 Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) (outside the group), including foreign entities (Intermediaries) with the understanding 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) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year.
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