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
 deliveryand 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