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Directors Report of Jubilant Foodworks Ltd.

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting the Twenty First (21st) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2016 ("FY 2016").

FINANCIAL PERFORMANCE

(Rs. In Lakhs)

Particulars Standalone Consolidated

FY 2016 FY 2015 FY 2016 FY 2015

Sales & Other Income 241,629 208,188 244,422 210,029

Profit before Interest, Depreciation & Tax 29,123 27,021 28,336 26,260

Less: Interest - - - -

Less: Depreciation 12,427 9,815 12,824 10,112

Profit / (Loss) before Tax 16,696 17,206 15,512 16,148

Less: Provision for Taxation 5,240 4,878 5,032 5,040

Profit / (Loss) after Tax 11,456 12,328 10,481 11,108

RESULTS OF OPERATIONS AND THE STATE OF COMPANY''S AFFAIRS

The highlights of the Company''s performance for the FY 2016 are as under:

a) Revenue from operations increased by 13.93% to Rs. 241,021 Lakhs

b) EBITDA increased by 7.84% to Rs. 28,515 Lakhs

c) Profit before Tax decreased by 3.05% to Rs. 16,696 Lakhs

d) Net Profit decreased by 7.61% to Rs. 11,456 Lakhs

During the year, there are no transfer to the General Reserves.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

As the fiscal ended, the Company delivered yet another year of consistent and profitable growth aided by well-defined strategies that optimize multiple strengths of the Company and its iconic brands Domino''s Pizza and Dunkin'' Donuts.

During the year, the Company continued to elevate its initiatives with a twin goal of growing business and delighting the consumers by creating innovative offerings. While economic factors posed as headwinds for growth, the Company successfully leveraged its business model, brand strength, national footprint and well established connect with consumers to deliver growth.

The Company sustained its strong focus on strengthening its brands by deep understanding of consumer insights, investing in new product innovation, bolstering the technology infrastructure, supply chain systems, growing retail presence, driving strong execution and ultimately enhancing the consumer experience.

Along with growth, the Company also maintains focus areas such as food safety and quality assurance have always remained a priority. Initiatives like training programs, implementation of various guidelines, regular food quality and safety assessments, strict parameters for business partners and other stringent internal norms, are embedded in everyday operations of the Company.

Domino''s Pizza India ("DPI") continued on its strong growth path marked by the accomplishment of reaching 1000th restaurant.

With the 1000th restaurant, India joins the USA, where the brand has been operating since 1960, to become the only other country with over 1000 restaurants. Continuing with its systematic approach to expansion, DPI achieved the target of opening 150 new restaurants. DPI entered 39 new cities which takes the spread to a total of 1,026 restaurants in 235 cities as on March 31, 2016.

The success of Chef''s range of exotic Italian pizzas and double crunch pizzas launched during the year are corroboration of proactively addressing evolving consumer patterns.

Dunkin'' Donuts India ("DDI") on the other hand, continued to expand gradually across existing and new cities in India. It''s all day part offerings are resonating well with customers making rapid strides to gain their affection.

During the year, the Company has taken a strategic move and decommissioned 3 restaurants and revised the restaurant opening target downwards. The total number of DDI Restaurants stands at 71 in 23 cities as on March 31, 2016.

In Dunkin'' Donuts, focus was on innovation across all day part food items that resulted in latest innovation and menu addition which are Donut cakes marking the Company''s entry into the packaged food segment. With a view to attract new consumers, reinvigorate interest and drive repeat orders, menu innovation were done with the launch of Too Much Burgers, Voodoo Wraps, Coolattas along with the fresh range of Coffees which received an outstanding consumer response.

During the year, there was no change in the nature of the business of the Company.

DIVIDEND

Based on the Company''s performance, your Director''s are pleased to recommend dividend of Rs. 2.50/- (i.e. 25%) per equity share of Rs. 10/- each fully paid up for the FY 2016 amounting to Rs. 1,644.88 Lakhs (excluding Tax of Rs. 334.86 Lakhs), subject to approval of members at the ensuing Annual General Meeting ("AGM") of the Company.

SHARE CAPITAL

During FY 2016, the Company issued 167,303 equity shares of Rs. 10/- each on the exercise of stock options under Domino''s Employees Stock Option Plan, 2007 and 58,013 equity shares of Rs.10/- each on the exercise of stock options under JFL Employees Stock Option Scheme, 2011. Consequently, the issued, subscribed and paid-up equity share capital of the Company has increased from Rs. 655,697,900/- consisting of 65,569,790 equity shares of Rs. 10/- each as at March 31, 2015 to Rs. 657,951,060/- consisting of 65,795,106 equity shares of Rs. 10/- each as at March 31, 2016.

EMPLOYEES STOCK OPTION SCHEMES

The Company has two (2) Employees Stock Option Schemes at present:

- Domino''s Employees Stock Option Plan, 2007 ("ESOP 2007")

- JFL Employees Stock Option Scheme, 2011 ("ESOP 2011")

During the FY 2016, no options were granted under any of the schemes. The applicable disclosures under SEBI (Share Based Employee Benefits) Regulations, 2014 (the "ESOP Regulations") as at March 31, 2016 is uploaded on the website of the Company (Web link: http://www. jubilantfoodworks.com/investors/ financial-information-2/)

During the year, ESOP 2011 was modified vide shareholder''s approval dated September 3, 2015 to align the provisions of the Scheme with ESOP Regulations including but not limited to facilitating Secondary Acquisition of shares by JFL Employees Welfare Trust or acquisition by way of gift in accordance with applicable laws. Further, the ESOP Schemes of the Company are in compliance with ESOP Regulations.

Certificate from S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of ESOP 2007 & ESOP 2011 would be placed before the members at the ensuing AGM and a copy of the same shall be available for inspection at the Registered Office of the Company.

REGISTERED AND CORPORATE OFFICE OF THE COMPANY

The Registered Office of the Company was shifted to Plot 1A, Sector 16A, Noida - 201301, U.P., India effective April 01, 2016.

During the year, the Corporate Office was also shifted to 5th Floor, Tower D, Plot No. 5, Logix Techno Park, Sector 127, Noida - 201304, U.P., India. New Corporate Office brings both the brands under one roof. The office is designed with the vibrant theme based walls reflecting the young, fun loving employees, technologically advanced meeting rooms that allows them to thrive by co-working in the organizational community.

Earlier, the Registered and Corporate Office of the Company was situated at B-214, Phase-II, Dist. Gautam Budh Nagar, Noida - 201305, U.P., India.

OPERATIONS OF SUBSIDIARY

Jubilant FoodWorks Lanka (Pvt.) Ltd.("JFLPL")

The Company''s wholly owned subsidiary, JFLPL continued to expand steadily Domino''s Pizza brand in Sri Lanka. During the year, the subsidiary Company launched five (5) new Domino''s Pizza Restaurant, taking its total Restaurant count to twenty (20) as on March 31, 2016. (15 Restaurant count as on March 31, 2015)

In order to reach a broader universe of consumers and simultaneously strengthening the brand equity various initiatives were taken during the year. To bolster technology, JFLPL successfully launched its Online Ordering ("OLO") and the mobile app for Mobile ordering.

A report on the performance and the financial position of JFLPL, as per Companies Act, 2013 and rules made thereunder (the "Act") is provided in Form-AOC 1 attached to the Consolidated Financial Statements forming integral part of Annual Report.

Pursuant to the provisions of Section 136 of the Act, separate audited accounts of JFLPL, are available on the website of the Company at www.jubilantfoodworks.com.

During FY 2016, there were no companies which become/ ceased to exist as Subsidiaries, Joint Venture or Associate of the Company.

EXTRACTS OF ANNUAL RETURN

The extracts of Annual Return as required under the Act in Form MGT-9 is annexed herewith as Annexure "A" forming integral part of this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Articles of Association of the Company and provisions of the Act, Mr. Hari S. Bhartia, Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment for the consideration of the members of the Company at the ensuing AGM.

Mr. Ravi Shanker Gupta, President & Chief Financial Officer and Key Managerial Personnel of the Company resigned from the services of the Company with effect from the close of the business hours of July 11, 2016. The Board placed on record their sincere appreciation for the valuable contribution made by him during his tenure.

The Company received necessary declaration from each Independent Director under Section 149 (7) of the Act that he/ she meets the criteria of independence laid down in the Act and Listing Regulations.

During the year, there was no change in the constitution of the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Employees, Directors and Key Managerial Personnel as required under Section 197 of the Act read with Companies (Appointment and Remuneration) Rules, 2014 is annexed herewith as Annexure "B" forming integral part of this Report.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments made under the provisions of Section 186 of the Act have been disclosed in note no. 12 of the notes to the Standalone Financial Statements forming integral part of Annual Report.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company during FY 2016 were in the ordinary course of business and on arm''s length basis. During the year, the Company had not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the Company''s Policy on materiality of and dealing with related party transactions (the "Policy") and accordingly the disclosure of Related Party Transactions in Form AOC-2 is not applicable. The Policy as approved by the Board is uploaded on the website of the Company (Web link: http://www.jubilantfoodworks.com/investors/policies/)

Related Party disclosures have been disclosed in note no. 29 of the notes to the Standalone Financial Statements forming integral part of Annual Report.

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

S. R. Batliboi & Co. LLP (ICAI Regn. No. 301003E/E300005), Chartered Accountants, Statutory Auditors of the Company will retire at the conclusion of 21st AGM of the Company and being eligible, have offered themselves for re-appointment as Statutory Auditors. The Company received the consent & eligibility certificate from S. R. Batliboi & Co. LLP under Section 139(1) and 141 of the Act. The Board of Directors recommend their re-appointment from the conclusion of 21st AGM till the conclusion of 22nd AGM of the Company.

Auditors'' Report read together with Annexure referred to in the Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimers.

Secretarial Auditors

The Board appointed Chandrasekaran Associates, Practising Company Secretaries to conduct Secretarial Audit for FY 2016. The Secretarial Audit Report for the Financial Year ended March 31, 2016 is annexed herewith as Annexure "C" forming integral part of this report. The said report is self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimers.

RISK MANAGEMENT

Risk Management is a holistic, integrated, structured and disciplined approach to manage risks. It involves identifying potential events that may affect the Company and formulating strategy to manage these events while ensuring that the risk exposure remains at the defined appropriate levels.

The Company has developed and implemented comprehensive risk assessment and mitigation procedures as laid down in the Company''s Risk Management Policy duly approved by the Board. There are no risks identified by the Board which may threaten the existence of the Company.

The detailed Risk Review is provided in the Management Discussion & Analysis section forming integral part of Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility ("CSR") in the Company is based on the vision of nation building, values and sustainability. The Company believes in actively assisting in the improvement of the quality of life of the people in the society through its CSR endeavors. The Company has adopted a Corporate Social Responsibility Policy ("CSR Policy") as approved by the Board that strives towards welfare and sustainable development of the different segment of the society at large, specifically the deprived and underprivileged.

The CSR Policy laid down by the Company ensures that the:

- CSR agenda is integrated with the business

- Focused efforts are made in the identified community development areas to achieve the expected outcomes

- Support in nation-building through CSR activities

In terms of CSR Policy, the Company shall endeavor to focus in the areas of:

1. Skill Development

2. Nutrition

3. Education

4. Swachh Bharat Abhiyan

5. Road Safety

6. Disaster response Program

The Annual Report on CSR is annexed as Annexure "D" forming integral part of this Report.

CORPORATE GOVERNANCE

Being a value-driven organization, the Company is committed towards being ethical, transparent and building trust of its shareholders, employees, business partners and other stakeholders which is based on the principles of good corporate governance.

The Corporate Governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organization. Corporate governance is essential for the growth, profitability and stability of any business. Aligning itself to this philosophy, the Company has placed Corporate Governance on a high priority.

In terms of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Corporate Governance Report along with certificate received from M/s Chandrasekaran Associates, Practising Company Secretaries certifying compliance with the conditions of Corporate Governance is annexed as Annexure "E" forming integral part of this Report. The Corporate Governance Report, inter-alia, contains the following disclosures:

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company) pursuant to the provision of Section 178 of the Act read with Clause 49 of erstwhile Listing Agreement (corresponding to Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board, its Committees & individual Directors

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, in terms of Regulation 34 of the Listing Regulations is presented in a separate section, forming integral part of the Annual Report.

SEXUAL HARRASMENT

Pursuant to the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a policy on prevention of sexual harassment at workplace.

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status.

During the Calendar year, the Company has not received any complaint.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy

The Company values the significance of conservation of energy and remain conscious about the environmental impact of its business operations and continuously strives to improve energy efficiency through various initiatives. During the year, the Company undertook a variety of energy conservation measures across all its Restaurants and Commissaries/ Supply Chain Centres ("SCC"), making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

i) The steps taken or impact on conservation of energy

- Installation of energy efficient LED Lights in all restaurants and SCC.

- Installation of Energy Management System in 400 (approx.) restaurants

- Due to Company''s innovative approach in Oven Technology, LPG Consumption in all restaurants reduced

- Installation of Energy Saving Sensors in the AC System of 300 (approx.) restaurants.

- Procurement of E-bikes for some restaurants on trial basis.

ii) The steps taken by the Company for utilizing alternate sources of energy

Apart from Mumbai SCC, the Company has installed 200 KW Solar Power plant at Nagpur SCC and is in the process of installing 200 KW Solar Power Plant at Kolkata SCC. Efforts are on to install plants at other locations also.

iii) The capital investment on energy conservation equipment

(Rs. In Lakhs)

Particulars of Investment Amount

Installation of Energy Management System 271.14

Installation of AC Energy Saver System 200.37

Procurement of E-bikes 4.96

Investment in power efficient LED Lights in 171.21 certain restaurants & SCC

(B) Technology Absorption

All steps taken towards Energy Conservation are the result of technology absorption, however, there is no specific information to be furnished in this regard.

(C) Foreign Exchange Earnings & Outgo

Information pertaining to Foreign Exchange Earnings & Outgo is given in note no. 32 of the notes forming part of the Standalone Financial Statements.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) they 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 the end of the financial year and of the profit of the Company for that period;

c) they have had 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) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

Based on the framework of internal financial controls including the financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management, the Board is of the opinion that the Company''s internal financial controls are adequate and effective during the Financial Year 2015-16.

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

OTHER STATUTORY DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a) Details relating to deposits covered under Chapter V of the Act.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP Schemes referred to in this Report.

d) The Whole time Director of the Company doesn''t receive any remuneration or commission from it''s subsidiary Company.

e) No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from Domino''s International, Dunkin'' Donuts International, Government and Regulatory Authorities, business partners, bankers, members and other stakeholders. Also, the Board places on record its appreciation for the enthusiastic, co-operation, hard work, dedication and commitment of the employees at all levels, without which it would not have been possible to achieve all round progress and growth of the Company

Your Directors would also like to appreciate the confidence and loyalty displayed by the guests, whom the Company always strive to serve better.

For and on behalf of the Board of Directors



Sd/- Sd/-

Shyam S. Bhartia Hari S. Bhartia

Chairman & Director Co-Chairman & Director

DIN No. 00010484 DIN No. 00010499

Date: May 28, 2016

Place: Noida


Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the Twentieth (20th) Annual Report, together with the Audited Financials of the Company for the Financial Year ended March 31, 2015 ("FY 2015").

FINANCIAL PERFORMANCE

Standalone Financial Summary (Rs. inMillion)

Particulars FY 2015 FY 2014

Sales & Other Income 20,819 17,328

Profit before Interest, Depreciation & Tax 2,702 2,644

Less: Interest - -

Less: Depreciation 982 767

Profit / (Loss) before Tax 1,721 1,877

Less: Provision for Taxation 488 619

Profit / (Loss) after Tax 1,233 1,258

Consolidated Financial Summary (Rs. inMillion)

Particulars FY 2015 FY 2014

Sales & Other Income 21,003 17,457

Profit before Interest, Depreciation & Tax 2,626 2,590

Less: Interest - -

Less: Depreciation 1,011 787

Profit / (Loss) before Tax 1,615 1,803

Less: Provision for Taxation 504 620

Profit / (Loss) after Tax 1,111 1,182

RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS

The highlights of the Company's performance are as under:

1. Revenue from operations increased by 20.36% to Rs. 20,745 million

2. EBITDA increased by 3.00% to Rs. 2,628 million

3. Profit before Tax decreased by 8.00% to Rs. 1,721 million

4. Net Profit decreased by 2.00% to Rs. 1,233 million

There are no transfer to the General Reserves.

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

As the fiscal ended, the Company remained on track to deliver its goal of driving profitable growth while investing in initiative that can fuel Company's momentum over the long term. In FY 2015, the Company took successful strides to make its brands Domino's Pizza and Dunkin' Donuts more capable, efficient and highly relevant for its consumers. The Company focused on enhancing operations, tightening efficiencies and on creating more synergies for cementing the path for sustainable & profitable growth. During the year the Company not only stood tall through a moderating consumption environment but also successfully implemented strategic initiatives which included restaurant rollouts, exciting menu additions, novel offers and thrust on Online Ordering (”OLO"). The Company's sustained expansion on all these fronts and infrastructure in a tough market, was driven by its faith in the potential of the Food Service Industry.

During the year Domino's India crossed the UK restaurant count and became the largest market for Domino's Pizza worldwide, outside USA. During the year the Company achieved its target of opening 150 new Domino's Pizza restaurants set at the start of the year The Company has taken its total tally to 876 Domino's Pizza restaurants across 196 cities as on March 31, 2015.

During the year Dunkin Donuts expansion remained well on track. Enthused by the consumer's response, the Company set up 28 new restaurants in FY 2015, taking Dunkin Donuts tally to 54 restaurants in 19 cities as on March 31, 2015.

During the year, there was no change in the nature of the business of the Company.

DIVIDEND

Your Directors have recommended maiden dividend of Rs. 2.50 (i.e. 25%) per equity share amounting to Rs. 163.93 million (inclusive of taxes) for FY 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on August 27, 2015 and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date.

OPERATIONS OF SUBSIDIARY

Jubilant FoodWorks Lanka (Pvt.) Ltd.(”JFLPL")

The Company's wholly owned subsidiary, JFLPL continued with its steady efforts to strengthen Domino's Pizza brand in Sri Lanka. During the year, JFLPL launched 4 new Domino's Pizza Restaurants, taking its total restaurant count to 15 as on March 31, 2015.

A report on the performance and the financial position of JFLPL, as per Companies Act, 2013 is provided in Form-AOC 1 attached to the consolidated financial statements forming part of this Annual Report.

During FY 2015, there were no companies which ceased to exist as subsidiaries, joint venture or associate of the Company.

SHARE CAPITAL

During the year, the Company issued 1,14,580 Equity Shares of Rs. 10/- each on the exercise of stock options under Dominos Employees Stock Option Plan, 2007 and 16,180 Equity Shares of Rs. 10/- each on the exercise of stock options under JFL Employees Stock Option Scheme, 2011. As a result, the issued, subscribed and paid-up equity share capital increased from 65,439,030 Equity Shares as on March 31, 2014 to 65,569,790 Equity Shares as at March 31, 2015.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return as required under the Companies Act, 2013 in Form MGT-9 is annexed herewith as Annexure 'A' forming integral part of this Report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

S. R. Batliboi & Co. LLP (ICAI Regn. No. 301003E), Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re- appointment as Statutory Auditors. Further, the Company has received the consent & eligibility certificate from S. R. Batliboi & Co. LLP under Section 139(1) and Section 141 of the Companies Act, 2013 & rules made thereunder The Board of Directors recommend their re-appointment for further period of one year from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Auditors' Report read together with Annexure referred to in the Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimers. Members' attention is drawn towards Clause (xii) of the Annexure referred to in the Auditors' Report and the Directors wish to clarify that the Company has taken all the necessary steps, including taking legal action against the employees involved and has fully provided for the same in the financial statements. Further, effective steps have been taken to reduce/eliminate such cases.

Secretarial Auditors

The Board appointed Chandrasekaran Associates, Company Secretaries to conduct Secretarial Audit for FY 2015. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith as Annexure 'B' forming integral part of this report. The said report is self explanatory and does not call for any comments.

LOANS, GUARANTEES OR INVESTMENTS

The particulars of investments made under Section 186 of the Companies Act, 2013 are as follows:

As on March

S. No. Name of the Body Transaction Type Corporate

1. Jubilant FoodWorks Subscription Lanka (Pvt.) Ltd. to Equity (Wholly Owned Shares Subsidiary)

S. No. Name of the Body Amount Purpose of Corporate (Rs. in Million) Investment As on March 31, 2015

1. Jubilant FoodWorks 557.14 Business Lanka (Pvt.) Ltd. Purposes (Wholly Owned Subsidiary)

Note 12 of Standalone Financial Statement sets out details of investment.

RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered by the Company during FY 2015 were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract, arrangement and transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is disclosed on the website of the Company www.jubilantfoodworks.com

Note 29 to the Standalone Financial Statements sets out related party disclosures.

RISK MANAGEMENT

The Company has a Risk Management Policy which has been approved by the Board. The aim of the Company's risk management policy is to create awareness of applicable risks and consequently limit, control and manage them, while safeguarding business opportunities and strengthening profitability. Through its well formulated strategy, the Company ensures that the risk exposure remains at the defined appropriate levels, while the overall management of the risks is integrated and embedded in the everyday business operations and activities. There are no risks identified by the Board which may threaten the existence of the Company.

The detailed Risk Review is provided in the Management Discussion & Analysis section forming part of the Annual Report.

INTERNAL FINANCIAL CONTROL

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed.

CORPORATE SOCIAL RESPONSIBILITY

The Sustainability and Corporate Social Responsibility Committee (”SCSR Committee") has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy), which has been approved by the Board. The CSR Policy laid down by the Company ensures that the:

* CSR agenda is integrated with the business

* Focused efforts are made in the identified community development areas to achieve the expected outcomes

* Support in nation-building through CSR activities

In terms of CSR Policy the Company shall endeavor to focus in the areas of:

1. Skill Development

2. Nutrition

3. Education

4. Swachh Bharat Abhiyan

5. Road Safety

The Annual Report on CSR is annexed as Annexure 'C' forming integral part of this Report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In terms of Articles of Association of the Company and provisions of Companies Act, 2013, Mr Shyam S. Bhartia, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment.

Mr Ajay Kaul, CEO cum Whole time Director of the Company was re-appointed as the Whole time Director w.e.f. March 14, 2015 by the Board of Directors, subject to the approval of the shareholders in the forthcoming Annual General Meeting.

The Company has received necessary declaration from each Independent Director under Section 149 (7) of Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149 (6) of Companies Act, 2013 and Clause 49 of Listing Agreement.

During the year there was no change in the constitution of the Board and in the position of Key Managerial Personnel of the Company.

PARTICULARS OF EMPLOYEES, DIRECTORS & KEY MANAGERIAL PERSONNEL

The details of Employees, Directors and Key Managerial Personnel as required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration) Rules, 2014 is annexed herewith as Annexure 'D' forming integral part of this Report.

EMPLOYEES STOCK OPTION SCHEMES

The Company has two (2) Employees Stock Option Schemes in operation at present:

* Dominos Employees Stock Option Plan, 2007

* JFL Employees Stock Option Scheme, 2011

During the year, the employees were allotted equity shares upon exercise of stock options under both the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as at March 31, 2015 is annexed as Annexure 'E' forming integral part of this Report.

Certificate from S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the JFL Employees Stock Option Scheme, 2011 and Domino's Employees Stock Option Plan, 2007 would be placed before the members at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company.

SEXUAL HARRASMENT

Employees at all levels are assured of a work place free of harassment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. The employees have the right to work in an environment free from any form of discrimination and conduct which can be considered harassing, coercive, or disruptive particularly behaviors that tantamount to sexual harassment.

In view of above, the Company has adopted a policy on the prevention of sexual harassment at workplace. The Company received two (2) complaints during the calendar year 2014 under this policy which were suitably addressed.

CORPORATE GOVERNANCE

The corporate governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organization. Aligning itself to this philosophy, and in order to sustain the stakeholder's trust, the Company has placed corporate governance on a high priority. In terms of clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report along with certificate from M/s Chandrasekaran Associates, Company Secretaries certifying the compliance with the conditions of Corporate Governance is annexed as Annexure 'F' forming an integral part of this Report. The Corporate Governance Report, inter-alia, contains the following disclosures:

a) Number of Board Meetings

b) Composition of Audit Committee

c) Composition of Sustainability & Corporate Social Responsibility Committee

d) Whistle Blower Policy (vigil mechanism)

e) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company)

f) Performance Evaluation criteria of the Board, its Committees & individual Directors

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of energy

The Company values the significance of conservation of energy and therefore endeavors to operate in an eco-friendly manner so as to protect and improve the environment. The Company is making continuous efforts for judicious use of energy at all levels of operations by utilizing energy efficient system and processes.

i) The steps taken or impact on conservation of energy

Installation of energy efficient LED Lights in certain restaurants and Commissaries

Installation of Energy Management System in certain restaurants.

Due to Company's innovative approach in Oven Technology, LPG Consumption in certain restaurants reduced.

Installation of Energy Saving Sensors in the AC System of certain restuarants.

Procurement of E-bikes for some restaurants on trial basis.

ii) The steps taken by the Company for utilizing alternate sources of energy

The Company has installed 200 KW Solar Power plant at Mumbai Commissary and is in the process of installing 120KW Solar Power Plant at Nagpur Commissary. Efforts are on to install plants at other locations also.

iii) The capital investment on energy conservation equipment

Particulars of Investments Amount (` In Million)

Energy Management System in certain 28 Restaurants

AC Energy Saver System in certain Restaurants 7

Procurement of E-bikes 2

Investment in power efficient LED Lights in 19 certain restaurants & Commissaries.

(B) Technology Absorption

All steps taken towards Energy Conservation are the result of technology absorption, however, there is no specific information to be furnished in this regard.

(C) Foreign Exchange Earnings & Outgo

Information pertaining to Foreign Exchange Earnings & Outgo is given in Note No. 32 of the Notes forming part of the Standalone Financial Statements.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had 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 the end of the financial year and of the profit and loss of the Company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 ("Act") for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis;

(e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; Based on the framework of internal financial controls including the financial reporting and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and the reviews performed by the management, the Board is of the opinion that the Company's internal financial controls are adequate and effective during the Financial Year 2014-15.

(f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions related to these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except the ESOP Schemes referred to in this Report.

4. Neither the Managing Director nor the Whole time Directors of the Company receive any remuneration or commission from any of Company's subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS

Your Directors wish to extend their deep sense of appreciation to employees at all levels for their continuing support and unstinting efforts. Your Directors also acknowledge the continued support from Domino's International, Dunkin Donuts' International, government and regulatory authorities, business partners, bankers, members and other stakeholders.

Your Directors would also like to appreciate the confidence and loyalty displayed by the guests, whom the Company always strive to serve better.

For and on behalf of the Board of Directors

Sd/- Sd/- (Shyam S. Bhartia) (Hari S. Bhartia) Chairman & Director Co-Chairman & Director DIN No. 00010484 DIN No. 00010499

Date: May 14, 2015 Place: Noida (Figures have been rounded off for the purpose of reporting)


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Nineteenth Annual Report, together with the Audited Financials of the Company for the Financial Year ended March 31, 2014 ("FY2014").

FINANCIAL PERFORMANCE

Standalone Financial Summary

(Rs. in Million)

Particulars FY2014 FY2013

Sales & Other Income 17,328 14,153

Profit before Interest, 2,644 2,522 Depreciation & Tax

Less: Interest - 1

Less: Depreciation 767 547

Profit / (Loss) before Tax 1,877 1,974

Less: Tax Expense 619 623

Profit / (Loss) after Tax 1,258 1,351

Consolidated Financial Summary

(Rs. in Million)

Particulars FY2014 FY2013

Sales & Other Income 17,457 14,222

Profit before Interest, 2,590 2,496 Depreciation & Tax

Less: Interest - 1

Less: Depreciation 787 556

Profit / (Loss) before Tax 1,803 1,939

Less: Tax Expense 620 628

Profit / (Loss) after Tax 1,182 1,311

BUSINESS PERFORMANCE

The Company''s growth plan continued during FY2014 despite difficult economic conditions coupled with growing competition and high inflationary market conditions. During the year, the Company continued its focus on product innovation, cost consciousness, technology, employee development, consumer connect and loyalty. The Company leveraged its strengths to achieve the operational excellence for both the brands i.e. Domino''s Pizza India and Dunkin'' Donuts India.

Domino''s Pizza - India

Aligning itself to the Company''s principles and values, and steered by its deep-rooted strengths, Domino''s Pizza India continued to make rapid strides in transforming the Indian FSI landscape. Domino''s Pizza has taken its tally to 726 restaurants in 150 cities as of March 31, 2014 (749 restaurants in 152 cities as of May 19, 2014). During the year, 150 new Domino''s Pizza restaurants were successfully launched as against 111 restaurants in the previous year. Product innovations remained high on the Company''s agenda, as showcased by the new offerings and launches. During the year, the Company captured the consumers'' interest and market by launching the new indulgent Fresh Pan Pizzas, Spicy Baked Chicken, Lebanese rolls and Calzone Pockets. The Company continued to work towards rejuvenating its brand with innovative initiatives like launch of Pizza Theatre and strengthened its consumer connect.

Domino''s Pizza - Sri Lanka

The Company''s Sri Lankan subsidiary, Jubilant FoodWorks Lanka (Pvt.) Ltd. (subsidiary) expanded its base by opening 5 (five) restaurants during FY2014, taking its total restaurant count to 11 as on March 31, 2014. The year was a challenging one for Sri Lanka market with increased competition and entry of new food brands. Consumer preference and acceptance for the brand increased with strategic marketing communication. During FY2014, 3 (three) new products, Pepper Chicken Drumsticks, Rice and Fresh Pan Pizza, were also launched which received encouraging response from the consumers. Operationally, the subsidiary continued delivering efficiency on the back of several cost management initiatives. Though the overall sales grew, the subsidiary continued to incur losses. Raw material cost continued to be high due to inflation and increased duty on cheese. Decisions and strategic choices continued to be guided by the principle of systematic expansion backed by strong infrastructure.

Sri Lankan subsidiary shall continue to be one of the focus markets for the Company.

Dunkin'' Donuts - India

Dunkin'' Donuts'' restaurants offering a wide variety western, all day part food menu including donuts, coffee, burgers, sandwiches, snacks and more, continued its expansion plans. The Company successfully launched 16 new Dunkin'' Donuts restaurants during the year, taking the total number to 26 restaurants as on March 31, 2014. Mumbai marked another important milestone in the geographical expansion of Dunkin'' Donuts, thereby taking the total restaurant count to 29 as on May 19, 2014.

The Company is continuously reinvigorating its menu by offering various new products. During the year, the Company launched "Get Your Mojo Back" positioning, aimed to get Dunkin'' Donuts better placed in the sweet spot between the QSR and the Café markets.

With its focus on innovation and strong consumer insight and understanding, Jubilant FoodWorks continues to chart its growth story for the future across both its brands. A detailed analysis and insight into the operations & business performance of the Company for the year is appearing in the Management Discussion & Analysis which forms part of Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financials, in terms of Clause 32 of the Listing Agreement and prepared in accordance with AS - 21 as specified in Companies (Accounting Standards) Rules, 2006 form part of the Annual Report. In terms of the general exemption granted by the Government of India vide its General Circular No. 2/2011 dated February 8, 2011, from attaching the Directors'' Reports, Balance Sheets, Statement of Profit & Loss and other particulars of the subsidiary Companies subject to fulfillment of certain conditions mentioned therein, the same have not been attached to this Report.

The audited annual financial statements and other related information of the subsidiary Company, wherever applicable, will be made available to shareholders of the Company on request. Further, these documents will also be available for inspection during business hours at the Registered Office of the Company and the subsidiary Company.

HUMAN RESOURCE DEVELOPMENT

Our employees are custodians of both our brands – Domino''s Pizza & Dunkin'' Donuts. The Company aims at constantly upgrading the strength of its employees through focused skill building, ongoing Learning and Professional Development programmes for employees at all levels and across functions. The Company invests in various programs like Executive Coaching for next level leaders, strategic thinking workshops, management development programs & seminars for senior and middle level management, performance management workshops, business communication workshops for people managers which is a step in the direction to build talent pipeline and creating future leaders.

At the restaurant level, the focus is to map job specific competencies and provide them functional training for enhanced consumer service and experience.

Further, a dedicated operations training team extends a systematic product/systems/processes training across all levels of operations. The training team uses multiple modes of training like Learning Management System (LMS), Class Room Training and On the Job Training to ensure requisite information and integrated career progression to the employees at restaurant.

The Company encourages a culture which combines work with fun. The all India event "Dance Dominos Dance" was re-launched as "Dance Domino''s Dunkin'' Dance"-(DDD-Season II), where more than 500 employees participated.

All the above factors have made the Company a great place to work by being recognised and ranked 9th in the Great Places to Work India survey in retail sector (a survey conducted by GPWI and RAI).

As on March 31, 2014, the total numbers of employees on the records of the Company were 24,969. A detailed note on human resources is appearing in the Management Discussion & Analysis which forms part of Annual Report.

Employees at all levels are assured a work place free of harassment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. The employees have the right to work in an environment free from any form of discrimination and conduct which can be considered harassing, coercive, or disruptive particularly behaviors that tantamount to sexual harassment.

In view of above, the Company has adopted a policy on prevention of sexual harassment at workplace. The Company has not received any complaint for the calendar year 2013.

DIVIDEND

Keeping in view, the Company''s requirement of capital for its expansion plans, the Board has not recommended any dividend.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report including Risk Review is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

During the year, the Company issued 148,100 Equity Shares of Rs. 10/- each on the exercise of stock options under Employees Stock Option Plan, 2007 and 7,540 Equity Shares of Rs. 10/- each on the exercise of stock options under JFL Employees Stock Option Scheme, 2011. As a result, the issued, subscribed and paid-up equity share capital increased from 65,283,390 Equity Shares as at March 31, 2013 to 65,439,030 Equity shares as at March 31, 2014.

EMPLOYEES STOCK OPTION SCHEMES

The Company has two Employees Stock Option Schemes in operation at present:

- Employees Stock Option Plan, 2007

- JFL Employees Stock Option Scheme, 2011

Compensation Committee of the Company administers and monitors both ESOP Schemes. Compensation Committee was merged with Remuneration Committee and re-constituted as Nomination, Remuneration and Compensation Committee w.e.f. May 19, 2014. During the year, the employees were allotted equity shares upon exercise of stock options under both the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as at March 31, 2014 are given in Annexure A.

Certificate from S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors, with respect to the implementation of the JFL Employees Stock Option Scheme, 2011 and Employees Stock Option Plan, 2007 would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company.

CORPORATE GOVERNANCE REPORT

The corporate governance philosophy of the Company is driven by the interest of stakeholders and business needs of the organisation. Aligning itself to this philosophy, and in order to sustain the stakeholder''s trust, the Company has placed corporate governance on a high priority.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report alongwith Certificate from M/s. Chandrasekaran Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance forms part of the Annual Report.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest was outstanding as at March 31, 2014.

DIRECTORS

In terms of Articles of Association of the Company, Mr. Hari S. Bhartia, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommend his re-appointment.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Company had appointed Ms. Ramni Nirula, Mr. Arun Seth, Mr. Vishal Kirti Keshav Marwaha, and Mr. Phiroz Adi Vandrevala as Independent Directors of the Company, liable to retire by rotation.

Now, in terms of Section 149, 150, 152, Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read alongwith rules made thereunder, the Independent Directors can hold office for a term of upto 5 (five) consecutive years on the Board of the Company and are not liable to retire by rotation. Accordingly, it is proposed to appoint Ms. Ramni Nirula, Mr. Arun Seth, Mr. Vishal Kirti Keshav Marwaha and Mr. Phiroz Adi Vandrevala as Independent Directors of the Company, not liable to retire by rotation, from the date of ensuing Annual General Meeting till March 31, 2019.

A brief resume of the aforesaid Directors and other information have been detailed in the Notice of ensuing Annual General Meeting.

AUDITORS AND THEIR REPORT

S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company (bearing ICAI Regn. No. 301003E), retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Statutory Auditors. Further, the Company has received the consent & eligibility certificate from S. R. Batliboi & Co. LLP, vide their letter dated May 9, 2014 under Section 139(1) of the Companies Act, 2013 & rules made thereunder.

The Board of Directors recommend their re-appointment for further period of one year from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting.

Auditors'' Report read together with Annexure referred to in the Auditors'' Report does not contain any qualification. Members'' attention is drawn towards the comment made by the Auditors in Clause (xxi) of the Annexure referred to in the Auditors'' Report and the Directors wish to clarify that the Company has taken all necessary steps, including taking criminal action against the said employee and has fully provided for the same in the financial statements. Further, effective steps have been taken to reduce/eliminate such cases.

COST AUDITORS

The Company had appointed M/s. Jitender, Navneet and Co., Cost Accountants (Firm Regn. No. 000119), as Cost Auditors of the Company for FY2014 to conduct the audit of the cost records of the Company.

The Cost Audit Report for FY2013 was filed within the due date on September 19, 2013. The due date for submission of the Cost Audit Report for FY2014 is within 180 days from March 31, 2014.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B forming part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company values the significance of conservation of energy and hence continuous efforts are made for judicious use of energy at all levels of operations by utilising energy efficient systems and processes. Towards achievement of this objective, steps have been initiated including use of energy efficient LED lights and energy management systems at our restaurants. Further, certain initiatives are being implemented for optimisation of electricity and LPG usage.

The information as required to be furnished in Form A pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for Energy Conservation is considered to be not applicable to the Company and hence have not been provided. Further, the Company has no information to furnish in Form B regarding technology absorption.

Information pertaining to Foreign Exchange Earnings and Outgo is given in Note No. 33 of the Notes forming part of the Standalone Financial Statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Statement of Profit and Loss for the year ended March 31, 2014 and the Balance Sheet as at that date, your Directors confirm that they have:

- Followed the applicable accounting standards and no material departures have been made from the same;

- 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 the end of the financial year and of the profit of the Company for that year;

- Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- Prepared the annual accounts on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to extend their deep appreciation to employees at all levels for their continuing support and unstinting efforts. Your Directors also acknowledge the continued support from Domino''s International, Dunkin Donuts'' International, Government and Regulatory Authorities, bankers and other stakeholders.

Your Directors would also like to appreciate the confidence and loyalty displayed by the consumers, whom the Company always strive to serve better.

For and on behalf of the Board of Directors

(Shyam S. Bhartia) Chairman & Director

Noida, June 2, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Eighteenth Annual Report, together with the Audited Financials of the Company for the Financial Year ended March 31, 2013 ("FY 2013").

FINANCIAL PERFORMANCE SUMMARY

Standalone Financials

The Company has been growing in numbers, year on year, manifesting the trust and confidence of the consumers and stakeholders. The financial performance summary of the Company on standalone basis for FY 2013 is enumerated below:

(Rs. in Million)

Particulars FY 2013 FY 2012

Sales & Other Income 14,153 10,233

Profit before Interest, 2,522 1,922 Depreciation & Tax

Less: Interest 1 -

Less: Depreciation 547 376

Profit / (Loss) before Tax 1,974 1,546

Less: Provision for Taxation/ 623 490 FBT

Profit / (Loss) after Tax 1,351 1,056

The Company''s total income stood at Rs.14,153 Million in FY 2013, yielding a growth of 38%. The Profit before Interest, Depreciation and Tax in FY 2013 increased to Rs.2,522 Million as against Rs. 1,922 Million in FY 2012, registering a growth of 31%. Net Profit increased to Rs. 1,351 Million in FY 2013 from Rs. 1,056 Million in FY 2012, registering a growth of 28%.

Consolidated Financials

A synopsis of the consolidated financials of the Company (alongwith its subsidiaries), is reproduced below:

(Rs. in Million)

Particulars FY 2013 FY 2012

Sales & Other Income 14,222 10,249

Profit before Interest, 2,496 1,898 Depreciation & Tax

Less: Interest 1 -

Less: Depreciation 556 377

Profit / (Loss) before Tax 1,939 1,521

Less: Provision for Taxation/ 628 488 FBT

Profit / (Loss) after Tax 1,311 1,033

The Consolidated Financials, in terms of Clause 32 of the Listing Agreement and prepared in accordance with AS-21 as specified in Companies (Accounting Standards) Rules, 2006 form part of the Annual Report.

Particulars required as per Section 212 of the Companies Act, 1956

In terms of the general exemption granted by the Government of India vide its General Circular No. 2/2011 dated February 8, 2011, the Company has enclosed the consolidated financial statements, duly audited by Statutory Auditors of the Company.

The audited annual financial statements and other related information of the subsidiary companies, wherever applicable, will be made available to shareholders of the Company on request. Further, these documents will also be available for inspection during business hours at the Registered Office of the Company and the subsidiary companies.

DIVIDEND

Keeping in view, the Company''s requirement of capital for its expansion plans, the Board has not recommended any dividend.

OPERATIONAL PERFORMANCE

During FY 2013, the growth story continued, hallmarked by customer focussed innovation, value offerings combined with both the powerful brands. Domino''s Pizza and Dunkin'' Donuts both have made it a priority to understand their consumers, which is really the cornerstone of the pace of growth that the Company is seeing.

DOMINO''S PIZZA

In FY 2013, Domino''s Pizza added 111 new stores to the network and entered into 18 new cities. The 500th store was opened in New Delhi, highlighting a significant milestone for continued growth in the market. At year end, Domino''s Pizza store count stood at 576 stores across 123 cities. The Company delivered a Same Store Sales (SSS) growth of 16.2%, during FY 2013. While the SSS growth was at 22.3% in the first quarter of FY 2013, it reduced to 7.7% for the fourth quarter due to weak consumer sentiments arising out of declining economic growth.

Consumers are at the heart of the business. The Company aims at enhancing its presence for wider consumers in India simultaneously with innovation and new product offerings. Strong promotions around new product offerings as well as enhancement of digital platforms - meant new and existing consumers had more reasons to choose Domino''s. The Company is now reaching out with more Domino''s Pizza stores, better stores and better standards of service.

During FY 2013, new product offerings included Cheesy Boloroni Pizza, Taco Indiana, Spicy Twistyz and Potato Smackers. After spending four years with the emotional proposition of Happiness Home delivered - ''Khushiyon ki Home Delivery'' and in its endeavour to deepen the engagement with consumers, Domino''s Pizza launched new brand positioning " Yeh HaiRishton Ka Time!''. This new brand positioning focusses on relationships and bonding.

During the year, Sri Lankan subsidiary of the Company opened 4 new Domino''s Pizza Stores, thereby taking the total to 6 Domino''s Pizza Stores as on March 31, 2013. The response from the consumers has been encouraging, which has enabled the Company to take up the expansion plans for Sri Lanka progressively. Over the long term, the Company wishes to extend its experience in India to Sri Lanka and expects to expand its base to 25-30 stores in next 3 years.

DUNKIN'' DONUTS

At the end of FY 2013, total Dunkin'' Donuts restaurant count stood at 10. Out of this, 9 restaurants are across Delhi NCR region and one at Chandigarh. The journey of Dunkin'' Donuts so far has been exciting and full of learnings. The consumer response for the brand has been extremely encouraging and insights from the first year of operations has helped the Company in preparing a roll out strategy to more territories as well as in fine-tuning the brands offerings and the overall consumer experience.

The Company offered several reasons for its consumers to celebrate and enjoy Dunkin'' Donuts, like Dunkin'' Donuts Diwali gift packs and Dunkin'' Donuts winter blast wherein new varieties of donuts were offered to consumers.

Dunkin'' Donuts is gaining traction in a highly methodical manner. Your Directors believe that the all-day part food and beverage opportunity is largely untapped and with the Company''s unique innovations, there is tremendous potential for growth in the future.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report including Risk Review is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

During the year, the Company issued 198,560 Equity Shares of Rs.10/- each on the exercise of stock options under Employees Stock Option Plan, 2007 and 6,890 Equity Shares of Rs.10/- each on the exercise of stock options under JFL Employees Stock Option Scheme, 2011. As a result, the issued, subscribed and paid-up equity share capital increased from 65,077,940 Equity Shares as at March 31, 2012 to 65,283,390 Equity shares as at March 31, 2013.

HUMAN RESOURCE DEVELOPMENT

To run a successful organisation, an effective leader needs to create high performing teams which exhibit accountability, purpose, cohesiveness and collaboration. Various training programmes like one on one personalised coaching session and two days Coaching skills workshop for the top management, "Coaching Skills", "Finance for Non Finance" and "Leadership Skills" for senior and middle management and "Performance Management" for People Managers have ensured creation of future leaders of the organisation.

The Company aims at helping employees in performing their best and achieve their full potential through ongoing training and development. Hence initiatives have been taken like implementation of Touch Screen Training PCs over 250 Domino''s Pizza Stores and launch of online "Learning Management System" which facilitates training, collaborative learning and consolidation of training initiatives on a scalable web based platform.

The Company believes in a culture which combines work with fun and in this direction, the Company held events like "Dance Domino''s Dance" in which more than 300 employees participated.

The Company''s key focus is also the exemplary customer services extended by the employees of JFL family to its consumers. The evidence of this fact is that 4 employees of the Company were recognised with the prestigious TRRAIN Awards. These awards are given by the Trust for Retailers and Retail Associates of India, recognising excellence and endearing consumer service extended by the retail associates in the country. These employees were recognised for going beyond the call of duty to create magic moments for their consumers.

All the above factors have made the Company an employer of choice and made it recognised for 3rd year in a row, amongst the top 50 companies in "India''s Best Companies To Work For, 2012", a study conducted by the Great Place to Work Institute in India in partnership with Economic Times.

EMPLOYEES STOCK OPTION SCHEMES

The Company has two Employees Stock Option Schemes in operation at present:

- Employees Stock Option Plan, 2007

- JFL Employees Stock Option Scheme, 2011

The Compensation Committee of the Company administers and monitors both ESOP Schemes. During the year, the employees were allotted equity shares upon exercise of stock options under both the schemes. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as at March 31, 2013 are given in Annexure A.

Certificate from S. R. Batliboi & Co. LLFJ Chartered Accountants, Statutory Auditors, with respect to the implementation of the JFL Employees Stock Option Scheme, 2011 and Employees Stock Option Plan, 2007 would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of the Company.

CORPORATE GOVERNANCE REPORT

The Company consistently endeavors to focus on good corporate governance practices and is committed to fulfilment of its social responsibilities. These practices have resulted in securing the trust of the stakeholders and society at large in the Company and its management.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Corporate Governance Report alongwith Certificate from M/s. Chandrasekaran Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance forms part of the Annual Report.

DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest was outstanding as at March 31, 2013.

DIRECTORS

In accordance with the provisions of the Companies Act, 1 956 and the Articles of Association of the Company, Mr. Shyam S. Bhartia & Mr. Phiroz Vandrevala, Directors of the Company, are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume containing nature of expertise, details of directorships held in other public limited companies and other information of the Directors proposing re-appointment pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is appended as an annexure to the Notice of ensuing Annual General Meeting.

Your Directors recommend their re-appointment.

AUDITORS AND THEIR REPORT

S. R. Batliboi & Co. LLP, Chartered Accountants, Statutory Auditors of the Company (bearing ICAI Regn. No. 301003E), retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible, have offered themselves for re-appointment as Statutory Auditors for a further period of one year.

Further, members may note that the Statutory Auditors have converted their partnership firm into a Limited Liability Partnership effective April 1, 2013 under the name S.R. Batliboi & Co LLP, pursuant to The Limited Liability Partnership Act, 2008.

Your Directors recommend their re-appointment.

Auditors'' Report read together with Annexure referred to in the Auditors'' Report does not contain any qualification.

Members'' attention is drawn towards the comment made by the Auditors in Clause (ix)(a) of the Annexure referred to in the Auditor''s Report and the Directors of your Company wish to clarify that your Company is committed for timely deposit of all statutory dues and effective steps have been taken to reduce / eliminate slight delays which are due to spread of your Company''s operations pan India.

COST AUDITORS

Pursuant to Section 233B of the Companies Act, 1956, the Central Government has prescribed audit of cost records for certain products of the Company vide Cost Audit Order No F. No. 52/26/CAB-2010 dated January 24, 2012 & November 6, 2012.

Based on the recommendations of the Audit Committee and with the approval of the Central Government, the Board of Directors had appointed M/s. Jitender, Navneet and Co., Cost Accountants (Firm Registration No. 000119), as Cost Auditors of the Company for FY 2013.

Since the filing of the Cost Audit Reports for FY 2012 was not applicable to the Company, the Company had filed Cost Compliance Report in terms of the Companies (Cost Accounting Records) Rules, 2011.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B forming part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Although the operations of the Company are not energy intensive, the Company values the criticality of conservation of energy and efforts are made in this direction on continuous basis. The Company ensures that measures are taken for judicious use of energy at all levels of operations by utilising energy efficient systems and processes.

The information as required to be given under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, for Energy Conservation and Technology Absorption is considered to be not applicable to the Company and hence have not been provided.

Information pertaining to Foreign Exchange Earnings and Outgo is given in the Note No. 33 of the Notes forming part of the Standalone Financial Statements.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Statement of Profit and Loss for the year ended March 31, 2013 and the Balance Sheet as at that date, your Directors confirm that they have:

- Followed the applicable accounting standards and no material departures have been made from the same;

- 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 the end of the financial year and of the profit of the Company for that year;

- Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- Prepared the annual accounts on a ''going concern'' basis.

ACKNOWLEDGEMENT

Your Directors wish to thank all the employees and the management team, who with their passion are constantly working together with determination and perseverance, to create new levels of success each day. Your Directors would like to express their sincere gratitude to the Company''s loyal customers and stakeholders who continue to put their trust in the Company and its future. Your Directors also gratefully acknowledge the continued support from various government agencies, media and academic institutions and look forward to nurture this relationship further in the future.

As we look ahead, your Directors are confident about the progress of both the brands - Domino''s Pizza and Dunkin'' Donuts and believe the key would be to execute the strategy systematically as we have been doing in the past.

For and on behalf of the Board of Directors

Shyam S. Bhartia

Chairman & Director

Date : May 9, 2013


Mar 31, 2012

The Board of Directors is pleased to deliver the 17th Annual Report, together with the Audited Financials of your Company for the Financial Year ended March 31, 2012 ("FY 2012"). In line with its commitment to constantly endeavour to "deliver more" to all the stakeholders of the Company, this year has been no exception. The focus on delivering more, continued across every aspect of your Company's business operations, with the business model aligned to this philosophy.

FINANCIAL PERFORMANCE SUMMARY

The growing numbers, in terms of turnover and profitability, stood testimony to your Company's focus on delivering more to its consumers and stakeholders, on whose trust and confidence the Company's edifice of growth is built. The financial performance summary of your Company on standalone basis for FY 2012 is enumerated below:

(Rs in Million)

Particulars Year Ended Year Ended March 31, 2012 March 31, 2011

Sales & Other Income 10,233 6,803

Profit before Interest, 1,922 1,220 Depreciation & Tax

Less: Interest - 3

Less: Depreciation 376 293

Profit / (Loss) before Tax 1,546 924

Less: Provision for Taxation/FBT 490 204

Profit / (Loss) after Tax 1,056 720

FINANCIAL PERFORMANCE

Your Company's total income stood at Rs10,233 million in FY 2012, yielding a growth of 50%. The Profit before Interest, Depreciation and Tax in FY 2012 increased to Rs 1,922 million as against Rs 1,220 million in FY 2011, registering a growth of 58%. Net Profit increased to Rs1,056 million in FY 2012 from Rs720 million in FY 2011, registering a growth of 47%.

Consolidated Financials

Your Company has a wholly owned subsidiary, Jubilant FoodWorks Lanka (Pvt.) Limited ("JF Lanka"), in Sri Lanka. A synopsis of the consolidated financials of your Company and its subsidiary, is reproduced below:

(Rs in Million)

Particulars Year Ended Period Ended March 31, 2012 March 31, 2011

Sales & Other Income 10,249 6,803

Profit before Interest, Depreciation & Tax 1,898 1,217

Less: Interest - 3

Less: Depreciation 377 293

Profit / (Loss) before Tax 1,521 921

Less: Provision for Taxation/FBT 488 204

Profit / (Loss) after Tax 1,033 717

In compliance with the directions issued by the Ministry of Corporate Affairs vide its Circular No. 2/2011 dated February 8, 2011, your Company has enclosed the consolidated financial statements of your Company and its subsidiary, duly audited by statutory auditors of your Company.

The audited annual accounts and other related information of the subsidiary, wherever applicable, will be made available to shareholders of the Company on request. Further, these documents will also be available for inspection during business hours at the Registered Office of your Company, as well as that of JF Lanka, and are also being uploaded on the website of your Company viz. www.jubilantfoodworks.com.

DIVIDEND

Keeping in view, your Company's requirement of capital for its growth plans for Domino's Pizza and Dunkin' Donuts, the Board has not recommended any dividend.

OPERATIONAL PERFORMANCE

Domino's Pizza

Your Company has been able to maintain healthy levels of profitability by countering the negative effects, if any, of the slowdown in economy due to euro zone crisis, through greater operational and cost efficiencies. During FY 2012, your Company delivered a System Sales growth of 50% (revenue growth at an overall level) and Same Store Sales growth of 30%.

With more than 70% market share, your Company remains the market leader in pizza home delivery segment and more than 55% share in organised pizza segment in India.

Your Company believes in exploring new cities even as it continues to penetrate deeper into the cities where it is already present. Your Company had 465 Domino's Pizza stores in 105 cities across India as on March 31, 2012 as against 378 Domino's Pizza stores in 90 cities as on March 31, 2011, an addition of 87 new Domino's Pizza stores and 15 new cities during the year.

A holistic and highly evolved business model has successfully propelled this growth through continuous investment in training, processes, marketing and technology by your Company.

For your Company, delivering more extends beyond numbers to more consumer satisfaction through continuous expansion and innovation of its product portfolio. During the year, your Company launched several new products like Butterscotch Mousse Cake, Nutty Choco Lava Cake, etc. to delight its consumers. The emotional connect of "Khushiyon ki Home delivery"and the promise of 30 minutes delivery continues to create a strong bond between the consumer and your Company.

A more exciting and comfortable consumer experience also remained a key thrust area for your Company, which, in addition to the launch of Single National Number 68886888 and Online ordering service for

Domino's Pizza, also entered into the field of digital marketing, thereby creating more and more ways to reach its consumers. The popularity of your Company in the society is well depicted by a fan base of over 1 million people on Domino's Pizza Fan Page on Facebook as on March 31, 2012.

During the year, your Company also opened its first two Domino's Pizza stores in Sri Lanka through its subsidiary. Since the launch, the consumer response has been overwhelming, indicating the brand's wholehearted acceptance in Sri Lanka.

Dunkin' Donuts

Your Company announced launch of Dunkin' Donuts by opening two restaurants in New Delhi in May 2012, thereby adding more flavour to its palate. With the launch of Dunkin' Donuts, your Company marks the beginning of another exciting journey and hopes to exceed consumer expectations.

INCORPORATION OF SUBSIDIARY

Your Company incorporated a wholly owned subsidiary in Mauritius, viz. JFW Holdings Mauritius Private Limited in March 2012.

RISK MANAGEMENT

Your Company has a strong risk monitoring system at various levels for timely identification and mitigation of the risks faced by your Company. With an effective risk management framework in place, your Company looks at these risks as challenges and opportunities to create more value for its stakeholders.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis"

SHARE CAPITAL

During the year, your Company issued 545,720 Equity Shares on the exercise of stock options under Employees Stock Option Plan, 2007. As a result, the issued, subscribed and paid-up equity share capital increased from 64,532,220 Equity Shares as at March 31, 2011 to 65,077,940 Equity Shares as at March 31, 2012.

HUMAN RESOURCE DEVELOPMENT

Your Company considers its employees resources as the engine which drives the Company's growth and helps it rise to greater levels of success. Your Company believes in the philosophy of continuous investment in its people by undertaking several employee development initiatives and best-in-class employee friendly policies. During the year, various programmes were conducted across teams for the overall skill enhancement of the employees. Further, varied employee engagement programmes were initiated to sustain the energised and cohesive team culture in the organisation. Your Company successfully implemented a Succession Planning initiative for the key leadership roles and created customised development programmes for the incumbents.

As a testimony to this, your Company continues to enjoy a strong reputation as an employer of choice. Your Company has been ranked amongst the top 25 employers in India in Hewitt's Best Employers Survey in the past 3 years. Your Company is amongst 6 companies who have retained their status over the past 3 surveys. Your Company has also consistently been ranked amongst the top 50 employers in India by the Great Place to Work Institute in the last 3 surveys. Your Company was also recognised with "Strong Commitment to HR Excellence" by CII in its HR Excellence Survey 2011 -12.

"Happy faces delivering boxes of joy, confidence in their strides, pride in their voice and a feeling of comradeship with their fellow colleagues - all this makes your Company a great place to work."

Your Company also implemented JFL Employees Stock Option Scheme, 2011 during the year to reward its employees. In addition, the Employees Stock Option Plan, 2007 is still in force. The Compensation Committee of your Company administers and monitors both ESOP Schemes. During the year, the employees were allotted equity shares upon exercise of stock options under the Employees Stock Option Plan, 2007. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as at March 31, 2012 are given in Annexure A.

Certificate from M/s. S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors, with respect to the implementation of the JFL Employees Stock Option Scheme, 2011 and Employees Stock Option Plan, 2007 would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of your Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR) - CARING FOR THE COMMUNITY

Your Company is committed to contribute as much more to the society as to its employees, consumers and stakeholders in its pursuit of growth. It is a privilege for your Company to extend a supporting hand to those in need. Road safety, health awareness, green plant and civic and social awareness are some of the key areas your Company actively pursued as part of its CSR thrust. This focus is evident from the fact that 481 CSR activities were undertaken in FY 2012 as against 366 in FY 2011.

CORPORATE GOVERNANCE REPORT

Your Company consistently endeavours to focus on good corporate governance practices to match global standards. These practices have resulted in securing the trust of the stakeholders and society at large in your Company and its management.

The Corporate Governance Report pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges forms part of the Annual Report. A certificate from M/s. Chandrasekaran Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis Report is presented in a separate section forming part of the Annual Report.

DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest was outstanding as at March 31, 2012.

DIRECTORS

In accordance with the Articles of Association of your Company, Mr. Vishal Marwaha and Mr. Arun Seth are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

A brief resume containing nature of expertise, details of directorships held in other public limited companies and other information of the Directors proposing re-appointment pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges is appended as an annexure to the Notice of ensuing Annual General Meeting.

Your Directors recommend their re-appointment at the ensuing Annual General Meeting.

AUDITORS AND THEIR REPORT

S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the conclusion of the ensuing Annual General Meeting of your Company and being eligible, have offered themselves for re-appointment as Statutory Auditors for a further period of one year. Your Directors recommend their re-appointment.

Members' attention is drawn towards the observation made by the Auditors in Clause (ix)(a) of the Auditor's Report and the Directors of your Company wish to clarify that your Company is committed for timely deposit of all statutory dues and steps have been taken to eliminate the slight delays due to spread of your Company's operations pan India.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 'B' forming part of the Directors' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Energy conservation demands a strong thrust on conserving energy to the maximum extent possible. Energy Audits are carried out for Domino's Pizza stores and commissaries of your Company to identify the areas of energy efficiency. These are implemented after due observations, thus ensuring more environment friendly and energy-efficient systems and processes.

In view of the nature of business of your Company, the information as prescribed in the prescribed form for Technology Absorption is considered to be not applicable to your Company.

Information pertaining to Foreign Exchange Earnings and Outgo is given in the Note No. 33 of the Notes forming part of the standalone financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of Statement of Profit and Loss for the year ended March 31, 2012 and the Balance Sheet as at that date, your Directors have:

- Followed the applicable accounting standards and no material departures have been made from the same;

- 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 your Company at the end of the financial year and of the profit of your Company for that year;

- Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- Prepared the annual accounts on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere appreciation to all the employees for their enormous dedication as well as contribution to the Company's performance. The progress which the Company has made would never have been possible without the tremendous support of the Management and the dedicated commitment of the workforce of the Company. Your Directors are also thankful to the investors of the Company for their continued trust and support in the Company. Your Directors also gratefully acknowledge the continued support from the business associates, various government agencies, financial institutions, bankers, media and academic institutions received throughout the year and look forward to nurture this relationship further in the future. Your Directors also appreciate the confidence and loyalty displayed by the consumers, whom your Company will always strive to serve better by delivering more happiness.

Your Directors would need this continued support to achieve the goals they have set for Jubilant FoodWorks in the years ahead.

For and on behalf of the Board of Directors

sd/-

Shyam S. Bhartia

Chairman

Date : May 10, 2012


Mar 31, 2011

Dear Members,

The Directors of your Company feel delighted to present the 16th Annual Report together with the Audited Financials of your Company for the year ended March 31, 2011. Financial Year 2010-11 (FY 2011), your Company's first full year as a listed company, was simply an exceptional year.

FINANCIAL REVIEW

Your Company is encouraged by the high growth rate and positive response of consumers. Your Company's results show a well executed plan translating into a robust performance. Key highlights of your Company's standalone financial performance for FY 2011 are as enumerated below:

(Rs in Million)

Particulars Year Ended Year Ended March 31,2011 March 31, 2010

Sales & Other Income 6,803 4,243

Profit before Interest, Depreciation & Tax 1,220 657

Less: Interest 3 83

Less: Depreciation 293 243

Profit/ (Loss) before Tax 924 331

Provision for Taxation/FBT 204 1

Profit/ (Loss) after Tax 720 330

Your Company's total income stood at Rs6,803 million in FY 2011 yielding a growth of 60%. The Profit before Interest, Depreciation and Tax in FY 2011 increased to Rs1,220 million as against XQ57 million in FY 2010 registering a growth of 86%. Net Profit increased to Rs720 million from Rs330 million in FY2010 registering a growth of 118%.

Consolidated Financials

(Rs in Million)

Particulars Year Ended March 31, 2011

Sales & Other Income 6,803

Profit/ (Loss) before Tax 921

Provision for Taxation/FBT 204

Profit/ (Loss) After Tax 717

Jubilant Food Works Lanka (Pvt.) Ltd., wholly owned subsidiary of your Company was incorporated in Sri Lanka on September 14,2010, hence figures have been consolidated in these financial statements from that date onwards and previous year figures of the subsidiary are not applicable.

DIVIDEND

Keeping in view your Company's requirement of capital for its growth plans and the intent to finance such plans through internal accruals to the maximum, the Board has not proposed any dividend.

OPERATIONAL PERFORMANCE

"We know that our shareholders deserve nothing less than our very best effort. So we put together a solid business plan and set challenging growth goals each year."

Your Company marched towards its goal of gaining market share with robust performance which again proved the ability of your Company to deliver consistent profitable growth. As a result, your Company remains the market leader in the organised pizza home delivery segment in India with over 70% market share. Your Company has enormous talent, capabilities and skills, in addition to an impressive product development program and process technologies. These have enabled your Company to achieve a more prominent position in the marketplace.

The momentum in the business growth was largely driven by excellent same store sales growth. This translated into deeper penetration of stores and higher frequency of consumption ultimately leading to higher volumes and a continued increase in the number of new stores opened. As on March 31, 2011, your Company had 378 stores across India as a result of addition of 72 new stores during the year. As on March 31,2011, your Company had presence in 90 cities out of which the Company entered into 21 new cities during FY2011.

During FY 2011, your Company achieved a robust System Sales growth of 60% (revenue growth at an overall level). Your Company has continued with its tremendous performance this year with same store sales growth of 37% which again proves the trust consumers have in your Company's products.

The phenomenal growth has been possible due to strong consumer focused approach, commitment to deliver the tastiest products in 30 minutes, constant endeavor to bond with consumers through "Khushiyon ki Home delivery" positioning, best in class training infrastructure and highly motivated and passionate team. Your Company's National marketing program which involves launching new products and building the brand, Precision marketing program which develops store specific marketing activations and CRM programs wherein your Company connects with all its valuable consumers one-on-one, have been extremely successful in driving the growth.

Further, one of the important factors in the growth of your Company has been the expertise to penetrate in the tier II and tier III cities resulting in opportunity to explore the vast gamut of the food services market. Your Company has received phenomenal success in every city it has entered.

The technology is touching the lives of the people and your Company became the first Food Service Company in India to take live online orders through its online ordering initiative. Your Company has also launched Single National Same Number 68886888 to facilitate consumers ordering Domino's. Further, your Company also connected with the consumers through social platforms like Facebook where it currently has a fan base of more than 4.5 lakhs.

TAMING INDIAN TASTE BUDS

Innovation, out of box thinking and exploring new opportunities within the pizza business was the challenge your Company set for itself for FY 2011. Your Company continuously assesses consumer needs to develop new and innovative products and promotional ideas which deliver better value to its consumers. This year your Company launched several new products such as Wheat Thin Crust Pizza, the new Pasta Italiano range, the all new Mexican Wrap range and Double Burst Pizza. Your Company also made exciting offers to its valued consumers in new cities as a welcome note for the consumers in the city where your Company placed its first step.

BRINGING GREAT TASTE TO INDIA - ALLIANCE WITH DUNKIN'DONUTS

Your Company entered into an alliance with Dunkin' Donuts Franchising LLC to bring Dunkin' Donuts restaurants to India. With the beginning of this new relationship with Dunkin' Donuts, your Company has now significantly strengthened its portfolio.

Founded in 1950, Dunkin' Donuts is America's favourite coffee and donuts. It is a market leader in the hot regular/ decaf/flavoured coffee, iced coffee, donut, bagel and muffin categories.

Your Company is well poised to address two distinct non-competing segments of the Food Service Industry in India, namely the home delivery of Pizza's market and the all day part dine-in restaurant, food and beverage market. This alliance will provide flexibility to your Company in localising recipes and leveraging its strengths in food service industry.

EXPANDING HORIZONS - INCORPORATION OF FOREIGN SUBSIDIARY

During the year, your Company incorporated a Wholly Owned Subsidiary, Jubilant Food Works Lanka (Pvt.) Limited (JF Lanka) in Sri Lanka to extend its operation in the territory of Sri Lanka. Your Company had invested Rs11.5 million in JF Lanka during FY2011.

In compliance with the directions issued by the Ministry of Corporate Affairs vide its Circular No. 2/2011 dated February 8, 2011, your Company has enclosed its consolidated financial statements duly audited by statutory auditors of the Company.

The audited annual accounts and other related information of JF Lanka, wherever applicable, will be made available to shareholder of the Company on request. Further, these documents will also be available for inspection during business hours at the Registered Office of your Company as well as that of JF Lanka and are also being uploaded on the website of your Company viz. www.dominos.co.in.

RISK MANAGEMENT

Your Company has several risk factors which could potentially impact its business objectives, if not perceived and mitigated in a timely manner. With an effective risk management framework in place, your Company looks at these risks as challenges and opportunities to create value for its stakeholders. With its established processes and guidelines in place, combined with a strong oversight and monitoring system at the Board and Senior Management levels, your Company believes that it has a robust risk management strategy in place.

The Senior Management team of your Company sets the overall tone and risk culture of the organisation through defined and communicated corporate values, clearly assigned risk responsibilities, appropriately delegated authority and a set of processes and guidelines. Your Company has laid down procedures to inform Board members about the risk assessment and risk minimization procedures. As an organisation, your Company promotes strong ethical values and high levels of integrity in all its activities, which in itself is a significant risk mitigator. With the growth strategy in place, risk management holds a key to the success of your Company's journey of continued competitive sustainability in attaining its desired business objective.

A detailed note on Risk Management is given as part of "Management Discussion & Analysis".

SHIFTING OF REGISTERED OFFICE

During the year, your Company shifted its registered office from Delhi to Noida, Uttar Pradesh with effect from January 10, 2011 and now it is co-located with its Corporate Office.

SHARE CAPITAL

During the year, your Company issued 910,474 Equity Shares on the exercise of stock options under Domino's Employee Stock Option Plan, 2007. Due to this, the issued, subscribed and paid-up equity share capital increased from 63,621,746 Equity Shares to 64,532,220 Equity Shares as at March 31,2011.

HUMAN RESOURCE DEVELOPMENT

Your Company acknowledges the fact that it is the human assets which make or break an organisation. It is a belief of your Company that investing in its employees yields not only prosperity for your Company but also committed relationship from employees. Your Company seeks to achieve its goals through alignment of employees' goals with your Company's vision and appreciating employees' efforts through rewards and recognition. Your company believes in promoting a fun@work culture in your organisation so as to free the working environment from continuous burden of work and provide employees a friendly working environment.

During the year, several initiatives were undertaken for employee development and to raise the level of satisfaction of employees in the organisation. Some of the initiatives undertaken are as follows:

Various training programs like "Happiness Delivered" and "Winning Edge" were conducted in which more than 11,000 man hours of training was imparted.

BBAin Retail Management was launched in collaboration with IGNOU for employees, wherein your Company will sponsor 75 % of total course fees of the program.

P. G. Diploma in Materials and Supply Chain Management was launched in collaboration with IMT Ghaziabad wherein your Company will sponsor 50% of total course fees of the program.

Facilitated medical facilities through vaccination camp for employees to prevent them from Cervical Cancer and Hepatitis B.

The above initiatives were well appreciated and recognised as a result of which the following awards were received:

Adjudged as one of the Top 25 employers in the country, 3 times in a row by Aon Hewitt Best Employers Survey 2011.

Mr. Ajay Kaul, CEO cum Whole Time Director won "CEO with HR Orientation" in Asia's Best Employer Brand Awards-2010 by World HRD Congress.

Mr. Basab Bordoloi, Vice President - Human Resources won "HR leadership award" and "Most powerful HR professional of India" in Asia's Best Employer Brand Awards - 2010 by World HRD Congress.

Further, your Company had also implemented Domino's Employees Stock Option Plan, 2007 which is still in force. The Compensation Committee, constituted by your Company administers and monitors the plan. During the year, the employees were allotted new equity shares upon exercise of stock options under the Domino's Employees Stock Option Plan, 2007. The applicable disclosures under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as at March 31,2011 are given in Annexure A.

A certificate from M/s S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors, with respect to the implementation of the Domino's Employees Stock Option Plan, 2007 would be placed before the shareholders at the ensuing Annual General Meeting and a copy of the same shall be available for inspection at the Registered Office of your Company.

CORPORATE SOCIAL RESPONSIBILITY - CARING FOR THE COMMUNITY

As your Company continues to serve its consumers, it does not overlook its responsibility towards society. It has been your Company's privilege to extend a supporting hand to those in need. Each store endeavors to contribute its bit to the betterment of the society. The CSR activities in your Company encompass four categories - Employability & Education, Green Planet, Health & Safety, Social Activities and Social Awareness. The thrust on CSR is evident from the fact that 366 CSR Activities were undertaken this year as against 142 in the last financial year.

Being a responsible corporate citizen, your Company carried out several social programs in different parts of the country, some of which it feels proud to enumerate herein -

A road safety program was conducted at Gwalior and Noida.

The Company reinforced the greenery awareness by "GO GREEN" program conducted at Karnal, Punjab and various other parts of the country.

An awareness program on pollution due to crackers was conducted at Bengaluru.

World Environment day was celebrated to spread awareness on global warming.

Exercise to clean Juhu beach was carried out at Mumbai.

An education awareness programme held in Jaipur slum area.

These are just some of the CSR activities that your Company accomplished, there are many more which were executed flawlessly and a lot more are on the cards. Your Company endeavors to raise the bar every year on the CSR front.

CORPORATE GOVERNANCE REPORT

The corporate governance philosophy of your Company is driven by the interest of stakeholders and business needs of your Company. Therefore, enhancing corporate governance is on highest priority of your Company in order to keep the trust of the shareholders and to fulfill its social responsibilities as a Company.

Further, your Company has also put in place a Whistle Blower Policy to provide opportunity to its employees to raise concern about irregularities within the Company and to provide the necessary safeguards to these employees from unlawful victimisation, retaliation or discrimination for their having disclosed or reported fraud, unethical behavior, violation of Code of Conduct, questionable accounting practices, grave misconduct etc.

A detailed Corporate Governance Report pursuant to the requirements of Clause 49 of the Listing Agreement forms part of the Annual Report. A certificate from M/s Naresh Verma & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this Report.

MANAGEMENT DISCUSSION &ANALYSIS REPORT

In accordance with the Listing Agreement requirements, the Management Discussion & Analysis Report is presented in a separate section forming part of the Annual Report.

DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest was outstanding as on the Balance Sheet date.

DIRECTORS

In accordance with the Articles of Association of your Company, Mr. Hari S. Bhartia and Ms. Ramni Nirula are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.

A brief resume containing nature of expertise, details of directorships held in other public limited companies and other information of the Directors proposing re-appointment as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is appended as an annexure to the Notice of ensuing Annual General Meeting.

AUDITORS AND AUDITOR'S REPORT

S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of your Company, retire at the conclusion of the ensuing Annual General Meeting of your Company. They have offered themselves for appointment as Statutory Auditors for a further period of one year and have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Board of Directors recommend their appointment.

Members' attention is drawn towards the observation made by the Auditors in Clause (ix)(a) of the Auditor's Report and the Directors of your Company wish to clarify that your Company is committed for timely deposit of all statutory dues and steps have been taken to eliminate the minor delays due to spread of your Company's operations pan India.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure 'B'forming part of the Directors' Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Energy conservation demands the thrust on conserving energy to the maximum extent possible. Energy Audits are carried out for the stores and commissaries of your Company to identify the areas of energy efficiency. These are implemented after due observations.

In view of the nature of business of your Company, the information as prescribed in the prescribed form for Technology Absorption are considered to be not applicable to your Company.

Information pertaining to Foreign Exchange Earnings and Outgo is given in the Note No. 13 of the Notes to the Accounts.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed that in the preparation of the Profit & Loss Account for the year ended March 31, 2011 and the Balance Sheet as at that date, your Directors have:

a. Followed the applicable accounting standards with proper explanation relating to material departure.

b. 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 your Company at the end of the financial year and of the profit of your Company for that year.

c. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguaRiding the assets of your Company and for preventing and detecting fraud and other irregularities; and

d. Prepared the annual accounts on a 'going concern' basis.

ACKNOWLEDGEMENT

Your Directors wish to convey their sincere appreciation towards all of the employees for their enormous dedication as well as contribution to the Company's performance. The progress which the Company has made would never have been possible without the tremendous support of the management and workforce of the Company. Your Directors are also thankful to the investors of the Company for their continued trust and support in the Company. Your Directors also gratefully acknowledge the continued support from the business associates, various government agencies, financial institutions, bankers, media and academic institutions received throughout the year and look forward to nurture this relationship in future also. Your Directors also appreciate the confidence and loyalty displayed by the consumers, whom your Company will always strive to serve better.

Your Directors would need this continued support to achieve the goals they have set for Jubilant Food Works in the years ahead.

For and on behalf of the Board of Directors

sd/-

(Shyam S. Bhartia)

Date: May 12,2011 Chairman


Mar 31, 2010

The Directors have pleasure in presenting the 15th Annual Report together with the Audited Balance Sheet and Profit and Loss Account of your Company for the year ended March 31, 2010.

OPERATING AND FINANCIAL REVIEW

Building on the strong performance in 2008-09, your Company has had another year of robust growth and excellent results. Key highlights of your Companys financial performance for the year 2009-10 are as enumerated below:

Particulars year ended march 31 ,2010 Year ended March 31 ,2009 (Rupees in millions) (Rupees in millions)

Sales & Other Income 4,243 2,810

Profit before Interest, Depre- ciation & Tax 665 339

Less: Interest 91 89

Less: Depreciation 243 169

Profit (Loss) before tax 331 81

Provision for Taxation/FBT 1 8

Profit (Loss) after tax 330 73

Your Companys growth continues to be driven by unfaltering focus and passion for the delivery of your Companys three key priorities namely, great tasting and great quality pizzas and other products, best in class customer service and innovative consumer marketing. As a result of your Companys efforts in these three areas and other initiatives, the net sales of the Company increased to Rs.4,239 millions in FY2010 from Rs.2,806 millions in the FY2009 yielding a growth of 51%. The operating profit for the year FY2010 increased to Rs.665 millions as against Rs.339 millions in FY2009 registering a growth of 96%. The net profit increased to Rs.330 millions from Rs.73 millions in the FY2009 registering a growth of 351%.

OVERVIEW OF OPERATIONS

Your Company is one of the largest and fastest growing international food brands in South Asia and the market leader in the organized pizza home delivery segment in India with over 65% market share in the year 2009.

As on March 31, 2010, your Company had 306 stores across India, having added 65 new stores and through a sub- franchisee, D. P. Lanka, five stores in Sri Lanka. Your Company achieved a major landmark by opening its 300th store in New Delhi, in this financial year. This store also happens to be Dominos Pizza Inc.s 9000th store worldwide.

Your Company had excellent System Sales growth of 51 % (revenue growth at an overall level). Your Company evaluates its performace across three category of stores namely a) Same Stores, (Stores that were in Operations for full twelve months in the previous financial Year) b) Stores that were opened in the last financial year and c) New stores that were opened this financial year. Your Company is happy to report that there has been excellent performance in all the three categories of stores leading to the growth that we have witnessed last year.

The Company had excellent same store sales growth of 22%. The same store growth of your Company is representative of the organic growth and does not take into account the sales increase due to new stores and this is testimony to the growing appeal of the Dominos brand in India. Additionally, acceptance of new products and campaigns that your Company launched last year, relevance in customers lives due to the 30 minutes service delivery commitment and your Companys focus on building customer relationships, have played a key role.

The cornerstone of operational success of your Company is based on employee training programs which cover every aspect of a stores operations, your company knows, the they are likely to reorder. This has enabled your companys operations to be ranked no. 1 in the Dominos global operations among the countries with 100 or more stores Your company also places great emphasis on general hygiene and safety, as well as branding of its stores. Your Company has focused upon significant improvements in the store expansion process, more stringent Quality controls to maintain high standards for the products and added new processes to ensure responsible and profitable growth.

In the current economic climate, we are pleased to inform that we aim to continue aggressive expansion plans as we have done in the past years. As of March 31, 2010, your Company grew its store count across I the country to 306, having added 65 new stores during the year. Your Company | plans to expand its presence by entering into new cities and towns, in order to exploit the large untapped potential that exists in these tier 2 and tier 3 cities. This has been a major factor in the strong revenue growths that your Company has been able to deliver in the recent years.

One of the key elements of your Companys business operation is marketing strategy and consumer understanding. Your Companys marketing strategy is focused on understanding key aspects of consumer behaviour and identifying opportunities. The core of marketing strategy is to deliver product and service solutions to address these opportunities and to associate Dominos brand with key consumer requirements.

Recognizing the continued excellence of the innovative marketing of your Company, your Company was honoured with the "Indias top 25 Marketers Award of 2009", by the exchange4media group. Your Company shared the dias with Indias top 25 brands including most of the elite consumer product brands of the country. Your Company was also recognized as a Game Changer of the Decade by the Pitch magazine. This recognition was given to those brands which created significant explosion in demand by changing rules of the game over the last decade.

In sync with the strategy of providing a variety of great tasting products on the menu and offering a wider choice to consumers, your Company launched "Dominos Pasta" and "Choco-Lava Cake". Both these products have received tremendous positive response and have been runaway successes.

Your Company continued its focus of building strong emotional differentiators and further strengthened the Brand Positioning of "Khushiyon ki Home Delivery".

Your Directors take pleasure in informing that your Company saw a revenue growth of 51% as a result of aggressive actions both in store expansion as well as by aggressive marketing.

HELPING COMMUNITIES - CORPORATE SOCIAL RESPONSIBILITY

While serving consumers is our passion, becoming a part of the communities in which we operate and building relationships with the society is one of our duties. Also, helping the needy in difficult times or time when they just need our support is something that gives us immense joy and satisfaction. Asa responsible corporate citizen, your Company carried out many activities in various parts of the country. Some of them are listed below -

- In association with India National Polio Plus committee of Rotary International, your Company is supporting Rotary Internationals information, education and communication programme to promote polio immunisation activities throughout India

- At Delhi, Dominos in association with a NGO named "Family of Disabled (FOD)" identified 16 disabled people who "want to stand on their legs" under a scheme named "APNA ROZGAR YOGNA" exclusively designed for self employment of physically challenged people and who are determined not to be dependent on anybody for their livelihood. Employees with the help of FOD provided small business setups to them

- A special outing for the children of SOS Childrens village Rajpura was organized. They were shown the entire outlet and served with pizzas, cold drinks and sweets

- At Bangalore, "DRIVE SAFE, AVOID ACCIDENT AND SAVE LIFE" messages were propagated during the road safety awareness programme. Apart from sharing statistics and figures, the employees came out on streets to convey road safety messages to the public through placards and banners

- At Ahmedabad, Childrens day was celebrated with more than 50 orphans in collaboration with three local civil society organizations

- At Mumbai, Christmas was celebrated with 30 visually impaired children sheltered at National Association for Blind (NAB), Mumbai. Employees spent time with the children, organized recreational activities and shared cakes, garlic breads and Pizzas

- 180 blind girls were treated to pizzas, wafers, chocolates and coke. Employees also played games, shared jokes and tried to make their day a memorable one

- Employees of northern zone participated in Vastradaan programme of Goonj (a reputed NGO) to provide clothings to needy in rural areas

- Save Environment programme was coordinated in southern zone to create awareness in the society about Bio- Degradable and Recyclable wastes

- No Tobacco Day was observed on May 31, 2009 to create awareness about the importance of "QUIT SMOKING"

AWARDS & RECOGNITIONS

- Your Companys operations have been ranked No. 1 in Dominos International in 2009

- Won the "Top 25 Marketers of 2009" award presented by exchange4media group for a strong performance in tough economic environment

- Was adjudged the 9th best employer in HEWITT Best Employer Survey, 2009

- Recognized as "Game changer of the Decade" for being one of the 10 brands that have changed the consumer behavior and set new trends over the last decade, presented by Pitch magazine

- Won the Coca Cola Golden Spoon Award for the Most Admired Food & Beverage Retailer of the year - QSR foreign brand by Images Retail

- Received the Best Employer Brand Award (Hospitality) from the Employee Branding Institute in 2009

- Award for Excellence (Customer Service) in Franchising and Business Development by The Franchising World in 2009

- Won three Dominos Pizza International Awards for 2009, namely -

International Trainer of the Year in the entire Dominos International Regional Manager of the Year in Asia Pacific Regional Supervisor of the Year in Asia Pacific

- Won 94 Rolex Awards from Dominos Pizza International for calendar year 2009 which is the highest ever Rolexes won by any Master Franchisee

- Won MOST ADMIRED QSR Brand in 2009, given by India Food Forum

- Our CEO, Shri Ajay Kaul, won MOST ADMIRED FOOD PROFESSIONAL in 2009, given by the India Food Forum

CHANGE OF NAME

In order to align the name of the Company with the group name "JUBILANT", the name of your Company was changed from Dominos Pizza India Limited to Jubilant FoodWorks Limited effective September 24, 2009.

INITIAL PUBLIC OFFER OF EQUITY SHARES OF THE COMPANY

During the year under review, your Company successfully made an Initial Public Offering of 22,670,452 equity shares of Rs. 10/- each constituting 35.63% of the post issue share capital of the Company at a price of Rs. 145/- per equity share aggregating Rs. 3,287,214,815/-. It comprised of a fresh issue of 4,000,005 equity shares and an offer for sale of 18,670,447 equity shares by The India Private Equity Fund (Mauritius) and Indocean Pizza Holding Limited. The issue was opened for subscription to public on January 18, 2010 and closed on January 20, 2010. Your Companys issue received a tremendous response from the investors. The issue was oversubscribed by 31 times on overall basis. The Equity Shares of the Company got listed on National Stock Exchange and Bombay Stock Exchange. The trading in the fully paid shares of the Company commenced on February 08, 2010 at BSE and NSE.

Your Directors welcome all the new Shareholders of the company.

SHARE CAPITAL

During the year, the Authorised Share Capital of your Company increased from Rs.600,000,000 to Rs. 800,000,000 divided into 80,000,000 equity shares of Rs. 10/- each.

During the year under review the Company has issued and allotted shares as detailed below:

- 11,76,835 equity shares of Rs.10/- each to ex-managing Director under the Options Agreement on September 29, 2009

- 171,919 equity Shares of Rs.10/- each for a cash consideration at a premium of Rs.25/- per equity Share under the Dominos Employee Stock Option Plan, 2007 on September 29, 2009

- 1,600 equity Shares of Rs.10/- each for a cash consideration at a premium of Rs.41/-per equity Share under the Dominos Employee Stock Option Plan, 2007 on September 29, 2009

- 103,200 equity Shares of Rs.10/- each for a cash consideration at a premium of Rs.25/- per equity Share under the Dominos Employee Stock Option Plan, 2007 on November 27, 2009

- 3,200 equity Shares of Rs.10/- each for a cash consideration at a premium of Rs.41/- per equity Share under the Dominos Employee Stock Option Plan, 2007 on November 27, 2009

- 4,000,005 equity shares of Rs.10/- each for a cash consideration at a premium of Rs.135/- per equity share in the Initial Public Offer of the Company on February 01, 2010

DIVIDEND

In view of the accumulated losses of your Company and the plan to reinvest the internal accruals back into your Company, the Board has not proposed any dividend.

EMPLOYEES STOCK OPTION PLAN

The Compensation Committee, constituted by the Company administers and monitors the plan. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2010 are given in Annexure A.

Your Company has received a certificate from the Auditors of the company that the Scheme has been implemented in accordance with the SEBI guidelines and the resolution passed at the Annual General Meeting held on August 6, 2007. This Certificate would be placed at the Annual General Meeting for inspection by members.

HUMAN RESOURCE DEVELOPMENT

Your Company strongly believes that employees are one of the key factors leading to the companys growth. Your Company values the individuality of its employees and customers, which your Company believes results in a management, operations and training philosophy distinct from that of its competitors. Your Companys employees act as the most critical link to your Companys customers, and your Company seeks to develop employee skills that will enhance their work experience by providing continuous training, as well as providing appropriate rewards and recognition to them. Your Company has put in place a comprehensive training program, which is structured to provide a growth path for all its employees, from trainees to store managers.

There is a dedicated training ace for each store along with regional trainers and a dedicated training facility in each major city in which your Company operates. A number of employees, who joined your Company as trainees, have been subsequently promoted to management ranks based on their performance which is a motivating factor towards continued employee engagement. Your Companys efforts are geared towards aligning employees goals with your Companys vision in a bid to strengthen employee engagement.

Your Company also launched Dominos University scheme, which provides employees the ability to enroll into selected universities for which your Company will bear a portion of the fee. Your Company also provides to the middle management the option to undertake executive management programs at the Institute of Management Technology, Ghaziabad.

Under the Employee Stock Option Plan, 2007, your Company granted 4,74,960 options during 2009-10. The total cumulative options granted under the Plan (net of options lapsed) are 2,496,380.

A recognition of our employee friendly culture from the external world was evident from our V.P. - Human Resource, Shri Basab Bordoloi receiving the HR Leadership Award (Hospitality) from the Employee Branding Institute.

CORPORATE GOVERNANCE REPORT

The corporate governance philosophy of your Company is driven by the interest of stakeholders and business needs of the Company. Therefore, enhancing corporate governance is on our highest priority in order to keep the trust of the shareholders and to fulfill our social responsibilities as a Company. The Directors adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India and your Company has implemented all the stipulations prescribed by SEBI.

The Board of Directors of the Company had also evolved and adopted a Code of Conduct based on the principles of Good Corporate Governance and best management practices being followed globally. The Code is available on the website of the Company at WWW. dominos. co. in.

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from M/s Naresh Verma & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

DIRECTORS

Your Company is delighted to welcome Shri Arun Seth. Shri Vishal Marwaha, Ms. Ramni Nirula and Shri Phiroz Vandrevala as Additional Directors to the Board. They were appointed in accordance with Article 106 of Articles of Association and Section 260 of the Companies Act, 1956. These Directors bring along a wealth of experience to the Board.

All these Directors in their capacity as Additional Directors, will cease to hold office at the forthcoming Annual General Meeting and are eligible for appointment. Notices alongwith requisite deposit under Section 257 of the Companies Act, 1956 have been received from Members signifying their intention to propose the candidature of aforesaid persons for appointment as Directors.

The details of their re-appointment together with nature of their expertise in specific functional areas and names of the companies in which they hold office as a Director and/or the Chairman/Membership of committees of the Board, are provided elsewhere in this Report.

Further, in terms of the provisions of the Companies Act, 1956, Shri Shyam S. Bhartia is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

Also, the term of Shri Ajay Kaul as Whole Time Director has expired by efflux of time on March 13, 2010. Accordingly, it is proposed to re-appoint him as Whole Time Director of the Company w.e.f. March 14, 2010 for a period of five years i.e. upto March 13, 2015 at the remuneration as approve by the Members in their Annual General Meeting held on September 26, 2008.

Your Board recommends their appointment/re-appointment.

AUDITORS AND AUDITORS REPORT

S. R. Batliboi & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. They have offered themselves for reappointment as Statutory Auditors and have confirmed that their appointment, if made, would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Board of Directors recommend their re-appointment.

Accounts alongwith notes and Auditors Report are self explanatory and do not require any further explanation or clarification.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the Annexure B forming part of the Directors Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO UNDER SECTION 217(1)(E) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF

PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

The thrust on energy conservation continues to achieve the objective of energy conservation. The Company carried out energy audits of few of its stores and commissaries to identify the areas of energy efficiency which were implemented.

In view of the nature of business of the Company, the required information in the prescribed form for Technology Absorption are considered to be not applicable to the Company.

Information pertaining to Foreign Exchange Earnings and Outgo is given in the Notes No. 16(B), (C), (D) & (F) of the Notes to the Accounts.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed that in the preparation of the Profit and Loss Account for the year ended March 31, 2010 and the Balance Sheet as on date, your Directors have:

- Followed the applicable accounting standards with proper explanation relating to material departure.

- 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 your Company at the end of the financial year and of the profit of your Company for that year.

- Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities; and

- Prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to all of the Companys employees for their enormous personal efforts as well as their collective contribution to the Companys performance. The Directors are also thankful to the investors of the Company for their confidence in the Company. They also gratefully acknowledge the continued support received from the customers, business associates, various government agencies, financial institutions and the bankers and academic institutions.

For and on behalf of the Board of Directors

sd/- Date : May 10,2010 (Shyam S. Bhartia)

Place : Noida Chairman

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