Market & News

I FINANCIAL DETAILS

II PERFORMANCE

III DIRECTORS AND MANAGEMENT

Auditors

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 16^th June, 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 IN' 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:

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

• 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.*

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

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

• 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.*

• 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.

However, subsequent to the close of the financial year, and for the said year, Independent Directors receive commission as follows:

Mr. Jyotin K. Mehta (DIN:00033518) - C 3,50,000/- (Rupees three lakhs fifty thousand)

Ms. Amisha H. Jain (DIN: 05114264) - C 3,50,000/- (Rupees three lakhs fifty thousand)

Mr. Rajendra Mariwala (DIN: 00007246) - C 3,50,000/- (Rupees three lakhs fifty thousand)

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 utilizing 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 capitalization. In compliance with the Listing Regulations, we have integrated BRSR disclosures annexed as 'Annexure-V' to the Board's Report.

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; 1^st September, 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 HRPL to 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 shareholding of 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, emphasizing 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 authorize 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 Rs. 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.