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Notes to Accounts of Jubilant Foodworks Ltd.

Mar 31, 2016

1. Capital & other Commitments

a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. 2480.32 Lakhs (PY Rs. 1,002.37 Lakhs).

b) The Company has a wholly owned subsidiary "Jubilant FoodWorks Lanka (Pvt) Ltd." to which the Company has committed a continued financial support as its holding Company. The subsidiary wherein the Company has an investment of Rs. 6,167.86 Lakhs (Previous year Rs. 5,571.4 Lakhs),is currently at initial operating stage and is therefore not in profits. Based on business plans, the Company is confident that in future it would earn profits. Therefore the Company has not considered these losses as other than temporary diminution in the value of investments.

c) Commitment to open specified number of stores/ restaurants under respective franchisee agreements. Amount not quantifiable.

2. Gratuity and other post -employment benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is partially funded.

The following tables summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet.

3. Details of due to Micro and Small Enterprise.

As at March 31, 2016 Rs. 26.23 Lakhs (Previous year Rs. 3.85 Lakhs) is outstanding to micro and small enterprises. There are no interests due or outstanding on the same.

4. Expenditure on leasehold improvement incurred during the year has been considered as revenue expenditure for computing Income tax, relying upon the expert advice. However the treatment does not impact the statement of profit and loss. Accordingly deferred tax liability of Rs. 1781.88 Lakhs (Previous year Rs. 2,198.19 Lakhs) has been provided in books since such item has been capitalized in the books.

5. Segment Reporting: As the Company''s business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting''. The Management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

6. Corporate Social Responsibility (CSR) : As per section 135 of the Companies Act, 2013, a CSR Committee has been formed by the Company. The CSR activities and spend are as per the CSR Policy recommended by the CSR Committee and approved by the Board. The same has also been uploaded on the Company''s website www.jubilantfoodworks.com

7. Disclosure required under section 186(4) of the Companies Act, 2013: During the current year, the Company has further invested Rs. 596.46 Lakhs and as at March 31, 2016, the Company has an investment of Rs. 6,167.86 Lakhs in its wholly owned subsidiary Jubilant FoodWorks Lanka (Pvt) Ltd. to cater to the geographical market of Sri Lanka. Also refer note 12 and note 30(b) above.

8. Subsequent to the year end, the Board of Directors in their meeting held dated May 28th, 2016 has recommended a dividend of Rs. 2.5 per Equity share of Rs. 10 each fully paid up amounting to Rs. 1,644.88 Lakhs ( excluding dividend distribution tax of Rs. 334.86 Lakhs), subject to the approval of the shareholders at the Annual General Meeting. The above amount has been provided for in the financial statement.

9. Previous period / year figures have been regrouped and /or re-arranged, wherever necessary.


Mar 31, 2015

1. Corporate Information

Jubilant FoodWorks Limited (the Company) is a Jubilant Bhartia Group Company. The Company was incorporated in 1995 and initiated operations in 1996. The Company is listed in India on National Stock Exchange and Bombay Stock Exchange. The Company is a food service company. The Company & its subsidiary have the exclusive rights to develop and operate Domino's Pizza brand in India, Sri Lanka, Bangladesh and Nepal, at present it operates in India and Sri Lanka. The Company also have exclusive rights for developing and operating Dunkin' Donuts restaurants in India.

2. Basis of Preparation

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under Section 133 of the Companies Act 2013, read together with Rule 7 of the Companies (Accounts) Rules 2014. The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year, except for the change in accounting policy explained below.

3 a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(b) Shares held by holding/ultimate holding Company and/or their subsidiaries/associates

No shares are held by the subsidary of the Company. The Company does not have holding, ultimate holding company and associates.

(c) Shares reserved for issue under options

For details of shares reserved for issue under the Employee Stock Option Plan (ESOP) of the Company, please refer note 28.

4. CONTINGENT LIABILITY PROVIDED FOR:

(Rs. in Lakh)

Particulars Opening Balance Additions Utlisations Closing Balance

VAT cases 69.45 - - 69.45

CONTINGENT LIABILITY NOT PROVIDED FOR:

Particulars March 31, 2015 March 31, 2014

(Rs. in Lakh)

Bank Guarantee executed in favour of Government authorities 24.95 -

Excise & VAT cases 2.51 2.51

Tax demand for Excise Duty contested by the Company where the Company is confident that the ultimate decision will be in favour of the Company. It is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

VAT Liability on Service Tax pending at 58.16 - Haryana Tax Tribunal, Chandigarh and at Appellate. Authority-. II Comm.ercial Tax, Jaipur

Income Tax cases - 10.36

The High Court dismissed the appeal filed by Assessing Officer against the order of ITAT for AY 2003-04 & 2005-06 and the Assessing Officer has passed favourable orders in respect of the matter referred back by ITAT to Assessing officer It is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

The ITAT has passed favouarable order 57.67 56.64 except for few grounds which are referred back to the books of AO for the AY 2006-07 to 2009-10. It is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

The Company have filed an appeal before 8.20 4.94 the CIT(A) against the Penalty order from AY 2007-08 to AY 2009-10. It is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

Assessing Officer has passed 31.17 30.61 unfavourable order pertaining to the AY 2010-11 and 2011-12. The Company has filed appeal before CIT(A) against the order of the department.

Based on the legal opinions taken and - - inconsistencies in various Assessment Orders of AO coupled with the fact that the Company has already won the appeals made to CIT(A), it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

Other Legal Cases 106.09 106.09

The Company has pending claims with regards to Consumer cases pending at District Consumer forum Rs. 4.05 Lakh (previous year Rs. 4.05 Lakh), Food Safety Cases Rs. 7.1 Lakh (previous year Rs. 7.1 Lakh ), Labour cases Rs. 62.34 Lakh (previous year Rs. 62.34 Lakh), PFA cases Rs. 0.60 Lakh (previous year Rs. 0.60 Lakh), accident claim case Rs. 2 Lakh and other civil case with regards to lease agreements of Rs. 30 Lakh.

The Company has opted for intrinsic value method for valuation of options under both the ESOP Schemes.

During the year the weighted average market price of the company's share was Rs. 1,322.19 (Previous Year Rs. 1,125.84)

Under ESOP 2007, as the shares were not quoted on any stock exchange prior to grant of options by the Company, hence the fair value of its shares was determined on the basis of a valuation performed by a Category I Merchant Banker

The Compensation Committee of the Company, on December 8, 2014, granted 167,300 options to eligible Employees/Directors of the Company and its subsidiary under ESOP 2011. Each option shall entitle the holder to acquire 1 equity share of Rs. 10 each fully paid up at Rs. 1,405/- being the market price as per SEBI guidelines.

Since the Fair Market Value of shares was less than/equal to the Exercise Price at the time of grant of options, therefore no accounting is required to be done consequent to grant of options.

The weighted average fair value of stock options granted pertaining to ESOP 2007 scheme was Nil (previous year Nil).

The weighted average fair value of stock options granted during the year pertaining to ESOP 2011 scheme isRs.433.97 (previous year Rs.420.37)

5. Related Party Disclosure

(i) The list of related parties as identified by the management is as under: (with whom transactions have occurred during the year).

Jubilant FoodWorks Lanka (Pvt) Limited Subsidiary (A)

Mr. Ajay Kaul (Whole Time Director)/ Key Management Personnel (B) Mr Ravi Shanker Gupta (CFO) / Ms. Mona Aggarwal (Company Secretary)

Mr Shyam S. Bhartia Key Management Personnel Mr Hari S. Bhartia (till 23rd December 2013) /Individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company (from 24th December 2013) ( C)

Jubilant LifeSciences Limited Enterprises over which any Laxman Logistic Pvt. Ltd. person described above or HT Media Limited their relative is able to Jubilant Fresh Pvt Ltd exercise significant Jubilant Agri & Consumer Products Limited influence (D)

6. Capital & other Commitments

a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. 1,002.37 Lakh (PY Rs. 4,172.16 Lakh).

b) The Company has a wholly owned subsidiary "Jubilant FoodWorks Lanka (Pvt.) Ltd." to which the Company has committed a continued financial support as its holding company. The subsidiary wherein the Company has an investment of Rs. 5,571.4 Lakh (Previous year Rs. 3,485 Lakh),is currently at initial operating stage and is therefore not in profits. Based on business plans, the Company is confident that in future it would earn profits. Therefore the Company has not considered these losses as other than temporary diminution in the value of investments.

c) Commitment to open specified number of stores/ restaurants under respective franchisee agreements. Amount not quantifiable.

7. Gratuity and other post -employment benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a

gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is partially funded.

The following tables summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet.

8. Details of due to Micro and Small Enterprise.

As at March 31, 2015 Rs.3.85 Lakh (Previous year Rs. Nil) is outstanding to micro and small enterprises. There are no interests due or outstanding on the same.

9. Expenditure on leasehold improvement incurred during the year has been considered as revenue expenditure for computing Income tax, relying upon the expert advice. However the treatment does not impact the statement of profit and loss. Accordingly deferred tax liability of Rs. 2,198.19 Lakh (Previous year Rs. 2,016.99 Lakh) has been provided in books since such item has been capitalized in the books.

10. Segment Reporting: As the Company's business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting'. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

11. Corporate Social Responsibility (CSR) : As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The CSR activities and spend are as per the CSR Policy recommended by the CSR Committee and approved by the Board. The same has also been uploaded on the Company's website www.jubilantfoodworks.com

12. Disclosure required under Section 186(4) of the Companies act 2013: During the current year the company has further invested Rs. 2,086.88 Lakh and as at March 31, 2015 the Company has an investment of Rs. 5,571.40 Lakh in its wholly owned subsidiary Jubilant FoodWorks Lanka (Pvt) Ltd to cater to the geographical market of Sri Lanka. Also refer note 12 and note 30(b) above.

13. Subsequent to the year end the Board of Directors in their meeting held dated May 14th 2015 has recommended a dividend of Rs. 2.5 per equity share of Rs. 10 each fully paid up amounting to Rs. 1,639.25 lakhs ( including dividend distribution tax of Rs. 277.27 lakhs), subject to the approval of the shareholders at the Annual General Meeting. The above amount has been provided for in the financial statement.

14. Previous period / year figures have been regrouped and /or re-arranged, wherever necessary.


Mar 31, 2014

Forming part of the Financial Statements for the year ended March 31, 2014

1. Corporate Information

Jubilant FoodWorks Limited (the Company) is a Jubilant Bhartia Group Company. The Company was incorporated in 1995 and initiated operations in 1996. The Company is listed in India on National Stock Exchange and Bombay Stock Exchange. The Company is a food service company. The Company & its subsidiary have the exclusive rights to develop and operate Domino''s Pizza brand in India, Sri Lanka, Bangladesh and Nepal. At present it operates in India and Sri Lanka. The Company also has exclusive rights for developing and operating Dunkin'' Donuts restaurants for India.

2. Basis of Preparation

The financial statements have been prepared and presented under the historical cost convention on the accrual basis of accounting, unless stated otherwise and comply with the mandatory Accounting Standards (''AS'') prescribed under the Companies Act, 1956 read with the General Circular 08/2014 dated April 04, 2014 issued by the Ministry of Corporate Affairs, and other accounting principles generally accepted in India. The accounting policies adopted in the preparation of financial statements are consistent with those of the previous year.

3. CONTINGENT LIABILITY PROVIDED FOR: (Rs. in Lakh)

Particulars Opening Balance Additions Utilisation Closing Balance

VAT cases - 69.45 - 69.45

CONTINGENT LIABILITY NOT PROVIDED FOR:

(Rs. in Lakh) Particulars March 31, 2014 March 31, 2013

Appeals filed by Tamil Nadu Sales Tax Department for various orders issued by the - 114.80 Appellate Assistant Commissioner (CT) in favour of the Company pertaining to the financial years 1998-99 to 2000-01.

The Sales Tax Appellate Tribunal has passed order in favour of the Company for the year 2001-02. The Company has received favarouable order from the Sales Tax Appellate Tribunal & the orders of 1st Appellate Authority i.e. Assistant Commissioner (CT) have been sustained by the hon''ble Tribunal.

Tax demand for Excise Duty contested by the Company where the Company is confident 2.51 2.51 that the ultimate decision will be in favour of the Company. it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

Income Tax

The ITAT has passed favouarable order except for few grounds which are referred back 10.36 - to the books of AO for the AY 2003-04 to 2005-06. it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

The Income Tax Department has filed appeal in ITAT against the order passed by CIT(A) - 361.54 in favour of the Company from AY 2006-07 to AY 2009-10. it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

The Company has filed an appeal before the ITAT against the additions upheld by the 56.64 54.97 CIT(A) from AY 2006-07 to AY 2009-10. it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

The Company has filed an appeal before the CIT(A) against the Penalty order from AY 4.94 2007-08 to AY 2008-09. it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

Assessing officer has passed unfavourable order pertaining to the AY 2010-11 and 2011- 541.72 12. The Company has filed appeal before CIT(A) against the order of the department.

Based on the legal opinions taken and inconsistencies in various Assessment Orders of AO 30.61 coupled with the fact that the Company has already won the appeals made to CIT(A), it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

4 EMPLOYEE STOCK OPTION PLAN

For the financial year ended March 31, 2014, the following schemes were in operation:

a) Employees Stock Option Plan, 2007 (ESOP 2007); and

b) JFL Employees Stock Option Scheme, 2011 (ESOP 2011).

$ The vesting takes place on staggered basis over the respective vesting period.

# Vesting of options is a function of achievement of performance criteria or any other criteria as specified by the Compensation

Committee and communicated in the grant letter. Further, the vesting takes place on staggered basis over the respective vesting period.

^ Forfeited options include vested options not exercised within the stipulated time prescribed under the respective ESOP schemes, vested/ unvested options forfeited in accordance with terms prescribed under the respective ESOP Schemes.

# Includes 5,000 options against which allotment of shares has not been made till March 31, 2014.

The expected life of the stock is based on historical data and current market expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

The Company measures the cost of ESOP using the intrinsic value method. Had the Company used the fair value method to determine compensation, its profit after tax and earning per share as reported would have changed to the amounts indicated below:

5. Related Party Disclosure

(i) The list of related parties as identified by the management is as under: (with whom transactions have occurred during the year).

Name of the Party Relationship

Jubilant FoodWorks Lanka (Pvt) Limited Subsidiary (A)

Mr. Ajay Kaul Key Management Personnel (B)

Mr. Shyam S. Bhartia Mr. Hari S. Bhartia Key Management Personnel (till December 23, 2013) / Individuals owning, directly or indirectly, an interest in the voting power of the Company that gives them significant influence over the Company (from December 24, 2013) ( C)

Jubilant Life Sciences Limited Enterprises over which any person described above HT Media Limited or their relative is able to exercise significant influence (D) Jubilant Fresh Pvt Ltd

Jubilant Agri & Consumer Products Limited

6 a) Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for Rs. 4,172.16 Lakh (PY Rs. 1,137.77 Lakh).

b) The Company has a wholly owned subsidiary "Jubilant FoodWorks Lanka (Pvt) Ltd." to which the Company has committed a continued financial support as its holding company. The subsidiary is currently at initial operating stage and is therefore not in profits. Based on business plans, the Company is confident that in future it would earn profits. Therefore the Company has not considered these losses as other than temporary diminution in the value of investments.

c) Commitment to open specified number of stores/ restaurants under respective franchisee agreements. Amount not quantifiable.

7 Gratuity and other post -employment benefit plan:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is partially funded.

The following tables summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet.

Provident Fund

The provident fund being administered by a Trust is a defined benefit scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vest upon commencement of employment. The interest credited to the accounts of the employee is adjusted on an annual basis to confirm to the interest rate declared by the government for the Employees Provident Fund. The actuary has provided a valuation based on Projected Unit Credit Method (PUCM) and based on the below provided assumptions, there is no shortfall as at March 31, 2014.

8 Details of due to Micro and Small Enterprise.

The Company, has during the year, not received any intimation from any of its suppliers regarding their status under the MSMED Act. Based on the above facts, there are no dues to parties registered under MSMED Act. Accordingly no disclosures relating to amounts unpaid as at the year end along with interest paid/payable have been given.

9 Expenditure on leasehold improvement incurred during the year has been considered as revenue expenditure for computing Income tax, relying upon the expert advice. However the treatment does not impact the statement of profit and loss. Accordingly deferred tax liability of Rs. 2,016.99 Lakh (Previous year Rs. 1,557.44 Lakh) has been provided in books since such item has been capitalised in the books.

10 Segment Reporting:

As the Company''s business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting''. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

11 Previous period / year figures have been regrouped and /or re-arranged, wherever necessary.


Mar 31, 2013

1. Corporate Information

Jubilant FoodWorks Limited (the Company) is a Jubilant Bhartia Group Company. The Company was incorporated in 1995 and initiated operations in 1996. The Company is listed in India on National Stock Exchange and Bombay Stock Exchange. The Company is a food service company. The Company & its subsidiary operates Domino''s Pizza brand with the exclusive rights for India, Nepal, Bangladesh and Sri Lanka. The Company also has exclusive rights for developing and operating Dunkin'' Donuts restaurants for India.

2. Basis of Preparation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis.

The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

3. EMPLOYEE STOCK OPTION PLAN

For the financial year ended March 31, 2013, the following schemes were in operation

a) Employees Stock Option Plan, 2007 (ESOP 2007); and

b) JFL Employees Stock Option Scheme, 2011 (ESOP 2011)

4. a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs. 1,137.77 Lakh (PY Rs. 1,498.80 Lakh).

b) The Company has a wholly owned subsidiary "Jubilant FoodWorks Lanka (Pvt) Ltd." to which the Company has committed a continued financial support as its holding company. The subsidiary is currently at initial operating stage and is therefore not in profits. Based on business plans, the Company is confident that in future it would earn profits. Therefore the Company has not considered these losses as other than temporary diminution in the value of investments.

c) Commitment to open specified number of stores/ restaurants under respective franchisee agreements. Amount not quantifiable.

5. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLAN

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is partially funded. The following tables summarises the components of net benefit expense recognised in the statement of profit and loss and the amounts recognised in the balance sheet.

6. DETAILS OF DUES TO MICRO AND SMALL ENTERPRISE.

The Company, has during the year, not received any intimation from any of its supplliers regarding their status under the MSMED Act. Based on the above facts, there are no dues to parties registered under MSMED Act. Accordingly no disclosures relating to amounts unpaid as at the year end along with interest paid/payable have been given.

7. Expenditure on leasehold improvement incurred during the year has been considered as revenue expenditure for computing Income tax, relying upon the expert advice. Accordingly deferred tax liability of Rs. 1,557.44 Lakh (Previous year Rs. 1,006.63 Lakh) has been provided in books since such item has been capitalised in the books.

8. Exceptional Items for the year ended March 31, 2012 include expenses for operationalising of the Dunkin'' Donuts business. These include expenses on Staff costs of Rs. 238.41 Lakh, Depreciation of Rs. 23.04 Lakh and Other expenses of Rs. 143.81 Lakh, which have been net off in respective expenses head. In the current year, Dunkin'' Donuts business has been operationalised.

9. Segment Reporting: As the Company''s business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting". The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

10. Previous period / year figures have been regrouped and /or re-arranged, wherever necessary.


Mar 31, 2012

1. CORPORATE INFORMATION

Jubilant FoodWorks Limited (the Company) is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed in two stock exchanges in India. The Company is a food service company. The Company offers a menu of pizza and side dishes to its customers. It operates the stores pursuant to a Master Franchise Agreement with Domino's International, which provides it with the exclusive right to develop and operate Domino's Pizza delivery stores and the associated trademarks in the operation of stores in India. The Company also has an alliance with Dunkin' Donuts for developing and operating the Dunkin' Donuts restaurants.

2. BASIS OF PREPARATION

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standards notified under Companies (Accounting Standards) Rules, 2006, (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared under the historical cost convention on an accrual basis.

The accounting policies have been consistently applied by the Company and are consistent with those used in the previous year, except for the change in accounting policy explained below,

(a) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of Rs10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

As per the records of the Company, including its register of shareholders/members and other declaration received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

(Rs in Lakh)

Particulars As at As at March 31, 2012 March 31, 2011

3. CONTINGENT LIABILITY NOT PROVIDED FOR:

Bank Guarantee executed in favour of Government authorities 6.00 6.20

Appeals filed by Tamil Nadu Sales Tax Department for various orders issued by the Appellate Assistant 114.80 114.80 Commissioner (CT) in favour of the Company pertaining to the financial years 1998-99 to 2000-01 The Sales Tax Appellate Tribunal has passed order in favour of the Company for the year 2001-02. The Company is confident of receiving similar orders for other appeals for remaining assessment years. Hence, no provision is considered necessary against the same.

Tax demand for Excise Duty contested by the Company where the Company is confident that the ultimate 2.51 2.51 decision will be in favour of the Company

Income Tax

The Income Tax Department has filed an appeal against the orders passed by CIT(A) in favour of the 104.16 104.16 Company pertaining to the year 2003-04 to 2005-06 Assessing Officer has passed unfavourable order in favour of the Company pertaining to the year 2006- 686.94 309.80 07 to 2009-10. Further for the year 2004-05, the case is pending reassessment at assessing officer level Based on the legal opinions taken and inconsistencies in various Assessment Orders of AO coupled with the fact that the Company has already won the appeals made to CIT(A), it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same

The Company has opted for intrinsic value method for valuation of options under both the ESOP Schemes.

During the year, the weighted average market price of the Company's share was Rs 878.11

Under ESOP 2007, as the shares were not quoted on any stock exchange prior to grant of options by the Company, hence the fair value of its shares was determined on the basis of a valuation performed by a Category I Merchant Banker.

The Compensation Committee of the Board on 5th October, 2011, had granted 232,500 options to eligible Employees/Directors of the Company and its subsidiary as per new JFL Employees Stock Option Scheme, 2011 which was approved by the Company at its Annual General Meeting held on 20th August 2011. Each option shall entitle the holder to acquire 1 equity share of Rs10 each fully paid up at Rs 669 being the market price as per SEBI guidelines. During the current year, the Company has also constituted a trust in the name of JFL Employees Welfare Trust for the said purpose. The Company has also given a loan of Rs 300 lakh to the trust for the purpose.

Since the ESOP 2011 scheme has been approved in current year, hence the previous year's figures are not given. Under ESOP 2011, the market price of the shares as defined under SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 was taken as the exercise price.

The weighted average fair value of stock options granted pertaining to ESOP 2007 scheme was Nil (previous year Nil).

The weighted average fair value of stock options granted during the year pertaining to ESOP 2011 scheme is Rs 302.88.

The expected life of the stock is based on historical data and current market expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.

Notes:

1. No amount has been provided as doubtful debts or advances / written off or written back in the year in respect of debts due from/to above related parties.

2. During the current year, 50,000 options at an exercise price ofRs 669 per option (Previous year Nil) were granted to the Key Managerial Personnel, under JFL Employees Stock Option Scheme, 2011

3. As at the end of year, Stock option pending vesting/exercise, granted to the Key Management Personnel are 55,000 and 37,500 Options at exercise price ofRs 51 and Rs 73 per Option respectively (Previous year 150,000, 75,000 and 45,000 Options at exercise price of Rs35,Rs 51 and Rs 73 per Option respectively) under the Employees Stock Option Plan, 2007 and 50,000 stock options pending vesting at an exercise price ofRs 669 per option under JFL Employees Stock Option Scheme, 2011.

4. a) Estimated amount of contracts remaining to be executed on capital account and not provided for Rs 1,498.8 lakh (PY Rs 185.30 lakh).

b) The Company has a wholly owned subsidiary "Jubilant FoodWorks Lanka (Pvt) Ltd." to which the Company has committed a continued financial support as its holding Company. The subsidiary is currently at initial operating setup stage and is therefore not in profits. However, based on business plans, the Company is confident that in future it would earn profits. Therefore, the Company has not considered these losses as permanent diminution in the value of investments.

c) Commitment to open specified number of store under respective franchisee agreements. Amount not quantifiable.

5. GRATUITY AND OTHER POST-EMPLOYMENT BENEFIT PLAN:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is partially funded.

The following table summarises the components of net benefit expense recognised in the profit and loss account and the amounts recognised in the balance sheet.

Profit & Loss Account

Net employee benefit expense (recognised in Employee Cost)

Provident Fund

The provident fund being administered by a Trust is a defined benefit scheme whereby the Company deposits an amount determined as a fixed percentage of basic pay to the fund every month. The benefit vest upon commencement of employment. The interest credited to the accounts of the employee is adjusted on an annual basis to confirm to the interest rate declared by the government for the Employees Provident Fund. The Guidance Note on implementing AS-15, Employee Benefits (Revised 2005) issued by the Accounting Standard Board, states that providend funds set up by employers, which requires interest shortfall to be met by employer, needs to be treated as defined benefit plan. The Actuarial Society of India has issued the final guidance for measurement of provident fund liabilities. The actuary has accordingly provided a valuation and based on the below provided assumptions, there is no shortfall as at 31st March, 2012.

6. DETAILS OF DUE TO MICRO AND SMALL ENTERPRISE

The Company, has during the year, not received any intimation from any of its suppliers regarding their status under the said Act. Based on the above facts, management has decided that none of them are registered under the said act and hence disclosures, if any, relating to amounts unpaid as at the year end along with interest paid/payable have not been given.

7. Expenditure on leasehold improvement incurred during the year has been considered as revenue expenditure for computing Income tax, relying upon the expert advice. Accordingly, deferred tax liability of Rs1,058.75 lakh has been provided in books since such item has been capitalised in the books.

8. Exceptional Items for the year ended March 31, 2012 include expenses for operationalising of the Dunkin' Donuts business. These include expenses on Staff costs of Rs238.41 lakh, Depreciation of Rs23.04 lakh and Other expenses of Rs143.82 lakh, which have been net off in respective expense heads.

9. SEGMENT REPORTING

As the Company's business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

10. PREVIOUS YEAR FIGURES

Till the year ended March 31, 2011, the Company was using pre-revised Schedule VI to the Companies Act, 1956, for preparation and presentation of its financial statements. During the year ended March 31, 2012, the revised Schedule VI notified under the Companies Act, 1956, has become applicable to the Company. The Company has reclassified the previous year figures to conform to this year's classification. The adoption of revised Schedule VI does not impact the recognition and measurement principles followed for preparation of financial statements. However, it significantly impacts presentation and disclosures made in the financial statements, particularly presentation of balance sheet.


Mar 31, 2011

1. As the Company's business activity primarily falls within a single business and geographical segment, thus there are no additional disclosures to be provided under Accounting Standard 17 - "Segment Reporting'. The management considers that the various goods and services provided by the company constitutes single business segment, since the risk and rewards from these services are not different from one another.

2. Related Party Disclosure (As certified by Management)

Holding Company Jubilant Enpro Pvt. Ltd.

Name of the Subsidiary Jubilant Food Works Lanka (Pvt) Limited

Key Management Personnel Mr. S.S.Bhartia, Mr. H.S.Bhartia, Mr. Ajay Kaul

Enterprises owned or significantly influenced by key management personnel or their relatives Jubilant Life Sciences Limited,

(With whom transactions have occurred during the year) HT Media Limited,

Tower Promoters Pvt Limited

* During the current year Key Management person were allotted 300,000 shares, 25,000 shares and 5,000 shares (Previous year 50,000 equity shares of Rs10 each at a premium of Rs25 per Share) of Rs10 each ata premium of Rs25, Rs41 and Rs63pershare respectively as per the ESOP of the company.

Notes:

1. No amount has been provided as doubtful debts or advances /written off or written back in the year in respect of debts due from/to above related parties.

2. No Stock option (Previous Year50,000 Shares at exercise price of Rs73 per share) was granted to the Key Managerial Personnel during the current year.

3. As at the end of year Stock option pending vesting/exercise, granted to the Key Managerial Personnel are 150,000 Shares,75,000 Shares and 45,000 Shares at exercise price of Rs35, Rs51 and Rs73 per share respectively (Previous year 350,000 Shares ,100,000 Shares and 50,000 Shares at exercise price of Rs35, Rs51 and Rs73 per share respectively).

4. Assets taken under Operating Leases

The stores and office premises are obtained on operating leases. The lease term is generally for 1 -21 years and the same are generally renewable at the option of the lessee. The lease agreements have an escalation clause. There are no subleases and the leases are generally cancelable in nature. The aggregate lease rentals are charged as rent under Schedule 11.

6. The Company follows Accounting Standard (AS-22) "Accounting for taxes on Income", issued by the Institute of Chartered Accountants of India. The company has timing difference between accounting and tax records which suggest accounting for Deferred Tax Asset details of which are as follows :-

Till previous year significant timing differences between accounting and tax records were on account of accumulated losses and unabsorbed depreciation, which suggested accounting for deferred tax asset. Since there was no convincing evidence which demonstrated virtual certainty of realisation of such "deferred tax asset", the Company had prudently decided not to recognise any deferred tax asset in the previous year.

In the current year considering the performance of the Company, management is reasonably certain that it will generate taxable profits to set-off timing difference resulting into deferred tax asset

3. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for Rs185.30 Lacs (Net of advances) (Previous year Rs229.64 Lacs).

4. Contingent Liabilities not provided for

(Rs in Lacs) Particulars Current Previous Year Year

a) Bank Guarantee executed in favour of Excise and Sales Tax Authorities 6.20 6.20

b) Appeals filed by Sales Tax Department for various orders issued by the Appellate Assistant Commissioner (CT) in favour of the Company. 114.80 114.80

The Sales Tax Appellate Tribunal has passed order in favour of the Company for the year 2001 -02. The Company is confident of receiving similar orders for other appeals for remaining assessment years. Hence, no provision is considered necessary against the same.

c) Tax demand for Excise Duty contested by the Company where the company is confident that the ultimate decision will be in favour of the Company. 2.51 2.51

d) Income Tax

The Income Tax Department has filed an appeal against the orders passed by CIT(A) which were favourable to the Company. 104.16 -

Company has filed an appeal against order passed by AO for Assessment Year. 309.80 69.37

Based on the legal opinions taken and inconsistencies in various Assessment Orders of AO coupled with the fact that the company has already won the appeals made to CIT(A), it is expected that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same

The Company has opted for intrinsic value method for valuation of Employee Stock option Plans. Since the shares were not quoted on any stock exchange prior to grant of options by the Company, hence the fair value of its shares was determined on the basis of a valuation performed by a Category I Merchant Banker.

Further, the Fair Market Value of shares was less than the Exercise Price at the time of grant of options, therefore no disclosure (apart from above) and accounting is required to be done consequent to grant of options.

5. Gratuity and other post-employment benefit plans

The Company has a defined benefit gratuity scheme. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is unfunded.

The following tables summarise the components of net benefit expense recognised in the Profit & Loss Account and amounts recognised in the Balance Sheet for the respective schemes.

6. Details of dues to Micro and Small Enterprise

The Company, has during the year, not received any intimation from any of its suppliers regaRiding their status under the said Act. Based on the above facts, management has decided that none of them are registered under the said Act and hence disclosures, if any, relating to amounts unpaid as at the year end along with interest paid/payable have not been given.

7. Supplementary Information Pursuant to Schedule VI of the Companies Act, 1956

Note: As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Company as a whole, the amount pertaining to the Director is not included above.

*ln view of large number of items it is not practicable to furnish quantitative information in respect of other items of raw material. However, none of the individual items are greaterthan 10% of total consumption.

8. The Company is in the business of operating and running fast food outlets, whereby it deals in various categories / sizes of different food items. In view of the large variety of products manufactured, and the production process involves significant manual intervention, hence it is not practicable to furnish the information pertaining to Installed capacity.

9. Advertisement & Publicity Expenses are net of amount received from business associates Rs927.50 Lacs (Previous Year Rs555.56 Lacs).

10. In the current year the Company has incorporated a Wholly Owned Subsidiary in Sri Lanka, "Jubilant Food Works Lanka (Private) Limited" and has invested an amount of Rs115.27 Lacs in the share capital of the company.

11. Previous Year figures have been re-grouped / re-arranged wherever considered necessary.


Mar 31, 2010

1. Based on the identical products the Company deals in, which have similar risks and returns, and also the similar economic conditions under which the Company operates, the entire business has been considered as a single segment in terms of Accounting Standard-17 on Segment Reporting issued by the Institute of Chartered Accountants of India. There being insignificant business outside India, the entire business has been considered as a single geographic segment.

2. Related Party Disclosure

Holding Company : Jubilant Enpro Pvt Ltd

Key Management Personnel : Mr. S.S.Bhartia, Mr. H.S.Bhartia, Mr. Ajay Kaul

Enterprises owned or significantly : Jubilant Organosys Limited, influenced by key management personnel or their relatives HT Media Limited,

Tower Promoters Pvt Limited

Notes:

1. No amount has been provided as doubtful debts or advances / written off or written back in the year in respect of debts due from/ to above related parties.

2. Stock option of 50,000 Shares at exercise price of Rs. 73 per share (Previous Year 100,000 Shares at exercise price of 51 per share) were granted to the Key Managerial Personnel during the current year. „

3. As at the end of year Stock option pending vesting/exercise, granted to the Key managerial Personnel are 350,000 Shares, 100,000 Shares and 50,000 Shares at exercise price of Rs.35, Rs.51 and Rs.73 per share respectively (Previous year 500,000 Shares and 100,000 Shares at exercise price of Rs.35 and Rs.51 per share respectively).

4. The Company is controlled by Mr.Shyam S Bhartia/Mr. Hari S Bhartia group ("the promoter group"), being a group as defined in the Monopolies and Restrictive Trade Practices Act, 1969.

The persons constituting the promoter group include individuals and corporate bodies who/which jointly exercise, and are in a position to exercise, control over the Company. The names of these individuals and bodies corporate are :-

Mr. Shyam S Bhartia, Mr. Hari S Bhartia, Mrs. Shobhana Bhartia, Mrs. Kavita Bhartia, Mr.Priyavrat Bhartia, Mr.Shamit Bhartia, Ms. Aashti Bhartia, Master Arjun S Bhartia, Mrs. Namrata Bhartia, Master Agastya Bhartia, Best Luck Vanijya Private Ltd., Enpro Exports Private Ltd., Jaytee Private Ltd., Jubilant Enpro Private Ltd., Jubilant Securities Private Ltd., Jubilant Capital Private Ltd., Ranee Investment Holdings Ltd., Cumin Investments Ltd., Torino Overseas Ltd., Vam Holdings Ltd., Nikita Resources Private Ltd., Jubilant Oil & Gas Pvt. Ltd., Enpro Oil Pvt Ltd, Tower Promoters Pvt. Ltd, U C Gas & Engineering Ltd., Asia Infrastructure Development Co Pvt Ltd, Western Drilling Contractors Pvt. Ltd, Jubilant Realty Pvt. Ltd, Jubilant Properties Pvt. Ltd., Indian Country Homes Pvt. Ltd., Jubilant E& P Ventures Pvt. Ltd, Jubilant Retail Pvt. Ltd., Jubilant Retail Holding Pvt. Ltd., Jubilant Motors Pvt. Ltd., Jubilant Retail Consolidated Pvt. Ltd., B &M Hot Breads Pvt. Ltd.

3. Assets taken under Operating Leases

The stores and office premises are obtained on operating leases. The lease term is generally for 1-21 years and the same are generally renewable at the option of the lessee. The lease agreements have an escalation clause. There are no subleases and the leases are generally cancelable in nature. The aggregate lease rentals are charged as rent under Schedule 11.

4. The Company follows Accounting Standard (AS-22) "Accounting for taxes on Income", issued by the Institute of Chartered Accountants of India. The Company has significant timing differences between accounting and tax records on account of accumulated losses and unabsorbed depreciation, which suggest accounting for deferred tax asset. Since there is no convincing evidence which demonstrates virtual certainty of realization of such "deferred tax asset", the Company has prudently decided not to recognize any deferred tax asset.

5. Estimated amount of Contracts remaining to be executed on Capital Account and not provided for (Net of advances) Rs. 229.64 Lacs (Previous year Rs. 530.99 Lacs).

6. Contingent Liabilities not Provided for

a) Bank Guarantees executed in favour of Sales Tax Authorities Rs. 6.20 Lacs (Previous Year Rs, 6.20 Lacs).

b) Bank Guarantees executed in favor of Bombay Stock Exchange Rs. 150 Lacs (Previous Year Rs. Nil).

c) Guarantee provided to a Foreign Bank for securing the loan given to D.P Lanka Pvt. Ltd (Companys erstwhile Subsidiary) of Rs. 13.94 Lacs [SLR 3,500,000] limited to the extent of loan outstanding as at period end Rs Nil (Previous Year Rs. 4.88 Lacs [SLR 1,320,033]). During the year, in the month of October 2009 the entire loan was repaid and Guarantee given by the Company was released by the bank.

d) The Tamil Nadu Sales Tax Department has filed appeals with the Sales Tax Appellate Tribunal, Chennai against the orders of the Appellate Assistant Commissioner (CT), Chennai; earlier passed in favour of the Company for assessment years 1997-98 to 2001-02 in respect of the differential sales tax on the products of the Company Rs. 114.80 Lacs (Previous Year Rs. 114.80 Lacs). During the earlier year, the Sales Tax Appellate Tribunal, Chennai, has passed order in favour of the Company for the year 2001-02. The Company is confident of receiving similar orders for other appeals for remaining assessment years since the facts of case are similars. Hence, no provision is considered necessary against the same. Department has till date not filed any appeal in the high Court against the Tribunal Order.

e) Excise duty demand on Chicken Wings and Dips including penalty- Rs 2.51 Lacs (Previous Year Rs. 2.51 Lacs). Based on the legal opinions taken by the Company, it is probable that there will not be any outflow of economic resources embodying economic benefits. Hence, no provision is considered necessary against the same.

7. The Company has not recognized the Franchisee Fee due from Franchisee on account of the uncertainty of recovery and has decided to recognize the same as and when received from D.P. Lanka Pvt. Ltd. Accordingly royalty income amounting to Rs 11.85 Lacs for the year (Previous Year Rs. 16.80 Lacs) has not been recognized in the books.

8.Pursuant to clarification issued by Expert Advisory Committee of Institute of Chartered Accountants of India on Accounting Standard - 19 on Leases on recognisation of operating lease rent expense, in the current year the Company has decided to recognize the scheduled rent increases over the lease term on a straight line basis in respect of all lease rent agreements entered on or after April 1, 2001 and still in force. The total impact in respect of these agreements till March 31, 2009 of Rs 44.48 Lacs is disclosed as "Prior Period Item" in Schedule 13 in accordance with Accounting Standard - 5 on "Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies.

9. Stock Option Agreement

On September 23, 2003, the Company had entered into an Option agreement with the erstwhile Managing Director "Arvind Nair" whereby 2,353,670, equity shares at Rs. 10 per share was granted to him. He had an option to exercise it up to December 2009, but restricted to 12 months from the date, shares of the Company are listed. Out of the above shares 1,176,835 shares were vested till December 14, 2004 i.e. date till he was working as a managing director in the Company.

Mr. Arvind Nair has exercised this option and as per the terms of option agreement, 1,176,835 shares have been allotted to him on 29th September, 2009.

The Company has opted for intrinsic value method for valuation of Employee Stock option Plans. Since the shares were not quoted on any stock exchange prior to grant of options by the Company, hence the fair value of its shares was determined on the basis of a valuation performed by a Category I Merchant Banker.

Further, the Fair Market Value of shares was less than the Exercise Price at the time of grant of options, therefore no disclosure (apart from above) and accounting is required to be done consequent to grant of options.

The Company has granted Stock options for 200,000 Equity Shares under the Employee Stock Option Plan 2007 to an employee of the group company, which needs shareholders approval in the ensuing Annual General Meeting.

10.Gratuity and other post-employment benefit plans:

The Company has a defined benefit gratuity scheme. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is unfunded.

The following tables summarize the components of net benefit expense recognised in the profit and loss account and amounts recognised in the balance sheet for the respective schemes.

11.Details of dues to Micro, Small and Medium Enterprise

The Company, has during the period, not received any intimation from any of its suppliers regarding their status under the said Act. Based on the above facts, management has decided that none of them are registered under the Said act and hence disclosures, if any, relating to amounts unpaid as at the period end along with interest paid/ payable have not been given.

12.The Company has changed its name from Dominos Pizza India Limited to Jubilant FoodWorks Limited, w.e.f September 24, 2009.

13.During the Current Quarter, Company has come with an Initial Public Offer for sale of 22,670,452 equity shares at a premium of Rs 135 per share, over its face value of Rs. 10 per share, consisting of fresh issue of 4,000,005 equity shares and an offer for sale of 18,670,447 equity shares by the existing shareholders viz India Private Equity Fund (Mauritius) and Indocean Pizza Holding Limited (the selling shareholders). The Company has received gross proceeds of Rs. 32,872.16 lacs (Rs 400 lacs towards capital, Rs. 5,400.01 lacs towards Security Premium and Rs. 27,072.15 lacs for remittance to the selling shareholders).

14 .Advertisement & Publicity Expenses are net of amount received from business associates Rs 555.56 Lacs (Previous Year Rs. 329.89 Lacs).

15.Previous Year figures have been re-grouped / re-arranged wherever considered necessary.