Directors Report of Devyani International Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 34^th (Thirty Fourth) Board''s Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2025 is summarized below:

('' in million)
Particulars	Standalone		Consolidated
Particulars	Year Ended 31-Mar-25	Year Ended 31-Mar-24	Year Ended 31-Mar-25	Year Ended 31-Mar-24
Sales & other Income	33,992.16	31,536.85	49,880.41	35,886.66
Profit before Interest, Depreciation, Impairment & Tax	6,244.74	5,993.57	8,421.98	6,523.62
Less: Finance Cost	2,214.10	1,720.39	2,648.30	1,869.33
Less: Other Income	498.83	374.63	369.89	323.49
Less: Depreciation & Impairment	4,259.14	3,412.62	5,923.29	3,906.98
Profit before exceptional items and tax	270.33	1,235.19	127.88	176.64
Less: Exceptional item (expense)/ income	-	1,160.09	-	139.88
Profit before Tax	270.33	75.10	127.88	36.76
Less: Total tax expenses	33.14	138.47	196.88	133.28
Profit/ (Loss) for the Year	237.19	(63.37)	(69.00)	(96.52)
Add: Other Comprehensive income	(4.00)	(18.30)	685.33	408.67
Total comprehensive income for the year	233.19	(81.67)	616.33	312.15
Total comprehensive income for the year attributable to:
Owners of the Company	233.19	(81.67)	465.96	734.01
Non-controlling interests	-	-	150.37	(421.86)
Note: The previous year figures have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANYâS AFFAIRS

The Company is advancing with a clearly defined strategy focused on scale, execution, and portfolio depth. With growing penetration across India, the Company is well-placed to capture structural growth in the organized food service sector.

The QSR landscape is being reshaped by rising consumer demand for convenience, expanding discretionary spending in Tier II and III cities, and the growing popularity of affordable, branded dining formats. A growing base of working women, especially in urban and semi-urban centres, is also contributing to increased demand for quick, reliable, and hygienic meal options outside the home. The Company''s road map is anchored in expanding its store network, strengthening its multi-brand portfolio, and enhancing operational efficiency across formats and geographies. The Company continues to deepen its presence through delivery-optimized formats and smaller-sized stores that are

capital-efficient and tailored for high-density urban clusters and transit locations. Strategic partnerships in high-footfall zones such as malls, airports, and multiplexes further support brand visibility and accessibility.

During the year, the Company broadened its portfolio by securing exclusive franchise rights for three modern QSR brands: ''Tealive'', ''New York Fries'', and ''Sanook Kitchen'' -targeting youth-driven categories and expanding its offerings across multiple consumption occasions. These additions are aligned with the Company''s "Food on the Go" strategy, enhancing its ability to cater to fast-evolving consumer lifestyles centred around convenience, mobility, and impulse dining. In parallel, the Company continues to invest in digital transformation to enhance customer engagement, localise menus to regional tastes, and grow its footprint in institutional formats such as airports, food courts, and transit hubs.

Subsequent to the end of the Financial Year 2024-25, the Company has entered into a Share Purchase Agreement

with Sky Gate Hospitality Private Limited ("Sky Gate"), its Promoters/ Founders and Selling Shareholders of Sky Gate and executed other transaction documents (collectively "Transaction Documents") to acquire ~ 80.72% equity stake, on fully diluted basis, in Sky Gate along with its subsidiaries for consideration other than cash, being swap of equity shares of the Company. The proposed acquisition is subject to the terms and conditions mutually agreed in the Transaction Documents and fulfillment of customary conditions precedent. Upon completion of the above transaction, Sky Gate will become a subsidiary of the Company. This strategic acquisition brings three well-established Indian cuisine brands- ''Biryani By Kilo'', ''Goila Butter Chicken'', and ''The Bhojan'' into the Company''s growing portfolio. Sky Gate, founded in 2015, operates over 100 outlets across 40 cities in both dine-in and cloud kitchen formats and is amongst the first ones to introduce the ''handi biryani'' concept and deliver freshly prepared biryani. This acquisition will significantly strengthen the Company''s presence in the Indian cuisine segment, enhanced portfolio diversification, and advance its ''House of Brands'' strategy, reinforcing the Company''s position as one of the leading player in the Indian QSR industry.

With a balanced portfolio of global brands and innovative Indian concepts, a strong operational foundation, and a scalable business model, the Company is well-positioned to capitalise on opportunities within India''s fast-evolving food service landscape and strengthen its presence in high-potential international markets.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have not recommended any dividend on equity shares for the year under review in order to conserve the resources for the future growth of the Company. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"] and the same is available on the website of the Company i.e. https://www.

dil-rjcorp.com/wp-content/uploads/2021/08/Dividend-

Distribution-Policy.pdf.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from ? 120.59 crore comprising 1,20,58,58,878 equity shares of face value of ? 1/- each to ? 120.63 crore comprising 1,20,62,66,378 equity shares of the face value of ? 1/- each pursuant to allotment of 4,07,500 equity shares under the Employees Stock Option Scheme 2021 ("ESOP Scheme 2021").

Subsequent to the end of the Financial Year 2024-25, the Company has allotted 19,52,500 equity shares on May 15, 2025 under the ESOP Scheme 2021, pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to ? 120.82 crore comprising 1,20,82,18,878 equity shares of the face value of ? 1/- each.

EMPLOYEES STOCK OPTION SCHEMES

At the end of the Financial Year under review, the Company has one Employee Stock Option Scheme viz. ESOP Scheme 2021.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay Grover & Associates, Company Secretaries, has been received confirming that ESOP Scheme 2021, have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company

i.e. https://dil-rjcorp.com/annual-general-meeting/.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI ESOP Regulations, are available on the website of the Company i.e. https://dil-rjcorp.com/annual-general-meeting/.

HOLDING COMPANY

RJ Corp Limited continued to be the holding company and held 59.26% of the paid-up equity share capital of the Company as of March 31, 2025. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.72% of the paid-up equity share capital of the Company as of March 31, 2025.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

During the year under review, the Company and PVR INOX Limited ("PVR INOX") have entered into a Shareholders'' Agreement dated May 14, 2024, inter-alia to undertake business relating to development and operation of food

courts situated within shopping malls in India. For this purpose, a company namely Devyani PVR INOX Private Limited ("Devyani PVR INOX") was incorporated on July 26, 2024. The Company and PVR INOX hold equity share capital in the ratio of 51:49 in Devyani PVR INOX.

As on March 31, 2025, your Company has following subsidiaries:

- Devyani International (Nepal) Private Limited, wholly-owned subsidiary;

- RV Enterprizes Pte. Ltd., subsidiary;

o Devyani International (Nigeria) Limited, step-down subsidiary;

- Devyani RK Private Limited, subsidiary;

- Devyani International DMCC, subsidiary;

o White Snow Company Limited, step-down subsidiary;

o Blackbriar Co., Ltd., step-down subsidiary;

o Yellow Palm Co., Ltd., step-down subsidiary;

o Restaurants Development Co., Ltd., step-down subsidiary; and

- Devyani PVR INOX Private Limited, subsidiary (w.e.f. 26.07.2024).

Your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

In compliance with the provisions of Section 129 of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

the Company on all working days up to the date of Annual General Meeting ("AGM") between 11:00 A.M. to 02:00 P.M. and also during the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

MATERIAL UNLISTED SUBSIDIARY(IES)

In terms of the provisions of the SEBI Listing Regulations, your Company has a ''Policy for Determination of Material Subsidiary and Governance of Subsidiaries''. During the year under review, the Board of Directors have approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations and the same is available on website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/06/Policy-on-Material-Subsidiary. pdf.

Based on the Consolidated Financial Statements as on March 31, 2025, your Company has two material unlisted subsidiaries i.e. Devyani International DMCC and Restaurants Development Co., Ltd.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. During the year under review, the Board of Directors on the recommendation of the Audit, Risk Management and Ethics Committee has approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/06/Policy-on-Related-Party-Transactions. pdf.

All contracts/ arrangement/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2024-25 with related parties were in the ordinary course of business and on arm''s length basis. Further, the Company has not entered into material contracts/ arrangement/ transactions with related parties in terms of the provisions of the Act read with Rules made thereunder. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 2024-25 and hence, does not form part of this report.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Dr. Naresh Trehan (DIN: 00012148), Dr. Girish Kumar Ahuja (DIN: 00446339) and Mr. Pradeep Khushalchand Sardana (DIN: 00682961) were appointed as Independent Directors of the Company w.e.f. April 21, 2021 for a term up to 3 years and their office as Independent Directors of the Company was up to April 20, 2024. Dr. Naresh Trehan had expressed his inability for re-appointment as an Independent Director and accordingly, not offered himself for re-appointment for the second term. Hence, he ceased to be an Independent Director of the Company w.e.f. the close of business hours of April 20, 2024. The Board of Directors placed on record its appreciation for contributions made by Dr. Trehan during his tenure as an Independent Director.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on February 11,2025, designated Dr. Girish Kumar Ahuja as Lead Independent Director of the Company, inter-alia with the following responsibilities:

i) To hold meetings of the Independent Directors as and when required;

ii) To call and preside over all meetings of lndependent Directors and providing candid feedback to Chairperson/ management;

iii) To facilitate the role of intermediary among the Chairman of the Board and the Independent Directors; and

iv) To perform such other duties as may be delegated to

Lead Independent Director by the Board/Independent Directors.

Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 23, 2025, re-appointed Mr. Virag Joshi (DIN: 01821240) as a Whole-time Director of the Company, designated as ''President & Chief Executive Officer'' of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. January 1, 2026 and the re-appointment is subject to the approval of the Shareholders of the Company at the ensuing AGM.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668) and Mr. Virag Joshi (DIN: 01821240), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members'' approval for their re-appointment form part of the Notice of 34^th AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

Brief resume and other details of the Directors seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Council of the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of 34^th AGM.

Mr. Rahul Suresh Shinde (DIN: 07166035), resigned from the post of Whole-time Director (CEO-Yum Brands) and Director of the Company w.e.f. close of business hours of April 1,2024. The Board of Directors placed on record its appreciation for contributions made by Mr. Shinde during his tenure.

KEY MANAGERIAL PERSONNEL

During the year under review, there was no change in Key Managerial Personnel of the Company.

Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer), Mr. Manish Dawar, Whole-time Director & Chief Financial Officer and Mr. Pankaj Virmani, Company Secretary and Compliance Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Directors served as an Independent Director in more than seven listed entities as on March 31, 2025. Further, no Whole-time Director served as an Independent

Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2025, have been made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and are independent of the Management.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.

BOARD MEETINGS

The number of meetings of the Board including composition are set-out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations.

BOARD COMMITTEES

The Board has constituted an Audit, Risk Management and Ethics Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee, CSR & ESG Committee, in terms of the requirements of the Companies Act, 2013 read with the Rules made thereunder and/ or the SEBI Listing Regulations. The number of meetings of the Committees of the Board including composition are set-out in the Corporate Governance Report which forms part of this

report. The intervening gap between the meetings was within the period prescribed under the provisions of the SEBI Listing Regulations.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework.

Further, in compliance with Schedule IV to the Act and Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of NonIndependent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors held on February 11,2025.

REMUNERATION POLICY

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

A statement containing particulars of top 10 employees and particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. However, in terms of Section 136(1) of the Act, the Annual Report is being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection. Any Member interested in obtaining

a copy of the same may write to the Company Secretary at [email protected]. None of the employees listed in the said Annexure are related to any Director of the Company.

STATUTORY AUDITORS AND AUDITORS'' REPORTS

The Members at their 29^th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company to be held in the year 2025.

Further, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number: 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31^st AGM held on June 28, 2022 till the conclusion of 36^thAGM of the Company to be held in the year 2027.

Considering satisfactory performance of Walker Chandiok & Co LLP, Chartered Accountants, the Board of Directors, at its meeting held on May 23, 2025, on the recommendation of the Audit, Risk Management and Ethics Committee, have recommended the re-appointment of Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/N500013) as Joint Statutory Auditors of the Company subject to approval of the members, for a second term of up to 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 39^th (Thirty Nineth) AGM of the Company to be held in the year 2030. The resolution seeking members'' approval for their re-appointment form part of the Notice of 34^th AGM. The Company has received their written consent along with a certificate that they satisfy the criteria provided under Section 141 of the Act and that the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

The Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company and that they hold a valid certificate issued by the Peer Review Board of Institute of Chartered Accountants of India.

The Reports of Joint Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year 2024-25 do not contain any qualification, reservation, adverse remarks or disclaimer and form part of the Annual Report.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records were not applicable on the Company during

Financial Year 2024-25.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee had appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 202425. The Secretarial Audit Report for the Financial Year ended March 31, 2025 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

The Company has no material unlisted subsidiaries incorporated in India which need to undertake Secretarial Audit, in terms of Regulation 24A of the SEBI Listing Regulations.

Further, pursuant to the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, and subject to approval of the members at the ensuing AGM of the Company, the Board of Directors at its meeting held on May 23, 2025, on recommendation of the Audit, Risk Management and Ethics Committee, have appointed M/s. Sanjay Grover & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2001DE052900) as Secretarial Auditors of the Company for a term of up to 5(Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 39^th (Thirty Ninth) AGM of the Company to be held in the Year 2030.

M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company . They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and the SEBI Listing Regulations.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place anti-sexual harassment policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH") and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at workplaces in accordance with the POSH. The Internal Complaint Committee ("Committee") constituted in compliance with the POSH ensures a free and fair enquiry process with clear timelines for resolution.

At the beginning of the year under review no complaint was pending with the Committee and during the year thirteen

complaint(s) were received. The Committee disposed off eight complaints and five complaints were pending at the end of the Financial Year 2024-25. Subsequent to the end of the Financial Year 2024-25, four more complaints were disposed off.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

The Vigil Mechanism Policy is available on the Company''s website at https://www.dil-rjcorp.com/wp-content/uploads/2022/03/Vigil-Mechanism-Policy-DIL.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan, risk mitigation measures, cyber security and such other functions as per the terms of reference and as may be assigned by the Board from time to time.

The Company has a Risk Management Policy for identification and evaluation of business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla & Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors'' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility (CSR) Policy which is available on the Company''s website at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/

Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted.

Further, in order to have increased focus, experts'' advice and governance structure in place for Environmental, Social and Governance (ESG) initiatives, the CSR Committee has been assigned the additional role of ESG initiatives for the Company. Accordingly, the Board of Directors at its meeting held on August 5, 2024, changed the nomenclature of the CSR Committee to ''CSR and ESG Committee'' and modified the terms of reference of the Committee to include the following:

(i) To approve the Company''s Environmental, Social and Governance (ESG) strategy including related targets and incentives;

(ii) To provide oversight of the execution of the ESG Strategy and the Company''s progress on its ESG commitments and targets;

(iii) To provide oversight of the key policies and programs required to implement the ESG Strategy;

(iv) To provide advice and direction to the Company''s management on implementation of the Company''s ESG Strategy; and

(v) To identify opportunities and risks to the Company''s operations, its reputation and its corporate responsibility.

Annual Report on CSR activities for the Financial Year 2024-25 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 your Company as at March 31,2025 and of the Profit of the Company for the period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) t hey have prepared the annual accounts on a going concern basis;

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

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure - D.

OTHER INFORMATIONMANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2024-25 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by SEBI, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set-out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals. Annual Listing Fee for the Financial Year 2025-26 has been paid to NSE and BSE.

ANNUAL RETURN

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statement.

REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

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

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2024-25.

5. No instance of one-time settlement with any bank or financial institution.

6. No material changes and commitments have occurred after the closure of the Financial Year 2024-25 till the

date of this Report, which would affect the financial position of your Company.

ACKNOWLEDGEMENTS

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company''s success. Your Directors look forward to their continued support in future.

Mar 31, 2024

The Directors have pleasure in presenting the 33^rd (Thirty Third) Board''s Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2024 is summarized below:

(Rs. in Million)
Particulars	Standalone		Consolidated
	Year Ended 31-Mar-24	Year Ended 31-Mar-23	Year Ended 31-Mar-24	Year Ended 31-Mar-23
Sales & other Income	31,536.85	28,084.43	35,889.57	30,303.08
Profit before Interest, Depreciation, Impairment & Tax	5,993.57	5,910.74	6,523.62	6,550.78
Less: Finance Cost	1,720.39	1,353.72	1,869.33	1,474.73
Less: Other Income	374.63	341.62	326.40	325.85
Less: Depreciation & Impairment	3,412.62	2,570.22	3,906.98	2,782.19
Profit/ (Loss) before exceptional items and tax	1,235.19	2,328.42	1,073.71	2,619.71
Less: Exceptional item (expense)/ income	1,160.09	-	1,036.95	200.46
Profit/ (Loss) before Tax	75.10	2,328.42	36.76	2,419.25
Less: Total tax expenses	138.47	(273.42)	133.28	(205.89)
Profit/ (Loss) for the Year	(63.37)	2,601.84	(96.52)	2,625.14
Add: Other Comprehensive income	(18.30)	(0.56)	408.67	70.45
Total comprehensive income for the year	(81.67)	2,601.28	312.15	2,695.59
Total comprehensive income for the year attributable to:
Owners of the Company	(81.67)	2,601.28	734.01	2,709.74
Non-controlling interests	-	-	(421.86)	(14.15)
Note: The previous year figures have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANYâS AFFAIRS

The Company has exhibited robust growth momentum, achieving several key milestones. Consolidated revenue has reached ~'' 3,556 Crore. We now operate 1,782 stores across our brand portfolio and countries, more than double in number over the last three years. Additionally, the Company has opened its first-ever Vaango Store at Mumbai Central in partnership with IRCTC. Both KFC and Pizza Hut crossed important store milestones of 550 stores each & Costa Coffee has crossed 150 stores as of March 31, 2024. The Company''s strategic expansion into Thailand QSR market with 288 KFC stores across the country has upscaled our International Business.

The Company continues to accelerate expansion across markets, enabling customers to experience its multidimensional and globally renowned brand portfolio. During the Financial Year 2023-24, the Company added 528 stores

(net) across Core Brands (including 288 KFC stores in Thailand), taking the total restaurant count to 1,692 as of March 31, 2024.

Our product innovation is instrumental in enhancing our brand perception and drawing more guests to our stores and online channels. We remain dedicated to maintaining a menu that is as fresh and exciting as the ingredients we use, reinforcing our commitment to quality and consumer satisfaction while excelling in our performance. This year, we successfully introduced the KFC Chicken Rolls, which cater to the tastes of younger consumers and encourage repeat visits by adding a âvalue layer'' to the menu. Our targeted enhancements, such as the âKFC Lunch'', offer convenience and affordability, establishing it as a go-to option and significantly contributing to our lunchtime traffic. We also launched ten new craveable pizzas, marking our most significant product innovation of the year. These additions have multiplied our menu choices, catering to a wide range

of tastes and preferences, allowing consumers to easily find a flavor that resonates with them.

While India presents a promising future, the last few quarters were subdued and low on consumer sentiments. Amid these passive trends and inflationary pressures, our performance has demonstrated remarkable resilience over the past year. From different functions working cohesively together for seamless and efficient operations, entering new geographies, introducing innovative products, adapting our menus, rationalizing costs and forging strategic collaborations to expand our presence in key locations. Our multi-faceted approach has driven steady growth and enhanced agility in responding to new prospects. Our focus on consumer centricity, network expansion, technology adoption and operational excellence is enabling us to shape a tomorrow of sustainable growth.

DEPOSITS

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from '' 120.50 crore comprising 1,20,49,61,378 equity shares of face value of '' 1/- each to '' 120.59 crore comprising 1,20,58,58,878 equity shares of face value of '' 1/- each pursuant to allotment of 8,97,500 equity shares under the Employees Stock Option Scheme 2011 ("ESOP Scheme

2011"), Employees Stock Option Scheme 2018 ("ESOP Scheme 2018") and Employees Stock Option Scheme 2021 ("ESOP Scheme 2021").

Subsequent to the end of the Financial Year 2023-24, the Company has allotted 2,37,500 equity shares on April 24, 2024 under the ESOP Scheme 2021, pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to '' 120.61 crore comprising 1,20,60,96,378 equity shares of face value of '' 1/- each.

Further, the authorized share capital of the Company increased from '' 5,00,00,00,000/- (Rupees Five Hundred Crore only) divided into 5,00,00,00,000 (Five Hundred Crore) Equity Shares of '' 1/- (Rupee One) each to '' 5,67,50,00,000/- (Rupees Five Hundred Sixty Seven Crore and Fifty Lakh only) divided into 5,64,50,00,000 (Five Hundred Sixty Four Crore and Fifty Lakh) Equity Shares of '' 1/- (Rupee One) each and 30,00,000 (Thirty Lakh) 0.10% Redeemable, Non-Cumulative, Non-Convertible Preference Shares of '' 10/- (Rupees Ten) each, upon amalgamation of wholly-owned subsidiary companies namely Devyani Airport Services (Mumbai) Private Limited and Devyani Food Street Private Limited ("Transferor Companies") with the Company.

EMPLOYEES STOCK OPTION SCHEMES

At the end of the Financial Year under review, the Company has one active Employee Stock Option Scheme viz. ESOP Scheme 2021. All the vested options outstanding as at April 1, 2023 under the ESOP Scheme 2011 and ESOP Scheme 2018 have been exercised and shares have been allotted during the year. Accordingly, the Nomination and Remuneration Committee has approved closure of the ESOP Scheme 2011 and ESOP Scheme 2018.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay Grover & Associates, Company Secretaries, has been received confirming that ESOP Scheme 2011, ESOP Scheme 2018 and ESOP Scheme 2021, have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company i.e. https://dil-rjcorp.com/.

HOLDING COMPANY

RJ Corp Limited continued to be the holding company and held 59.28% of the paid-up equity share capital of the

Company as of March 31, 2024. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.74% of the paid-up equity share capital of the Company as of March 31, 2024.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

The Hon''ble National Company Law Tribunal vide its Order dated July 13, 2023 had approved a Scheme of Amalgamation for merger of two wholly-owned subsidiaries i.e. Devyani Airport Services (Mumbai) Private Limited ("DASMPL") and Devyani Food Street Private Limited ("DFSPL") ["Transferor Companies"] with the Company ("Transferee Company"). The Company has filed the certified true copy of the Order with the Registrar of Companies, NCT of Delhi & Haryana on August 18, 2023. Accordingly, DASMPL and DFSPL ceased to be the subsidiaries of the Company w.e.f. August 18, 2023.

During the year under review, the Company has incorporated a wholly-owned subsidiary company i.e. Devyani International DMCC ("DID") in Dubai, United Arab Emirates, inter-alia to hold the overseas investments and render business related management and technical services to the Company and its subsidiaries. Subsequently, the Company and DID have entered into an Investment Agreement with Camas Investments Pte. Ltd. ("Camas"), an affiliate of Temasek Holdings (Private) Limited, pursuant to which, the Company and Camas have invested AED 150.47 Million (~? 3.4 Billion) and AED 145.53 Million (~? 3.3 Billion) respectively in DID. Post investments, the Company and Camas hold equity in the ratio of 51:49 respectively in DID.

Further, DID has acquired controlling interest in operating company i.e. Restaurants Development Co., Ltd. ("RD"), operating a chain of 288 KFC restaurants (as of March 31, 2024) across Thailand, by way of acquiring equity stakes in RD and its holding companies in Thailand i.e. White Snow Company Limited ("White"), Blackbriar Co., Ltd. ("Black"), Yellow Palm Co., Ltd. ("Yellow"). Accordingly, RD, White, Black and Yellow have become step-down subsidiaries of the Company w.e.f. January 17, 2024.

Further, the Company has entered into an agreement with R.K. Associates & Hoteliers Private Limited ("RKAHPL") inter-alia to undertake business relating to development, operation and maintenance of food courts, standalone food and beverage outlets and lounges within the existing or future territories of railway stations. For this purpose, a company namely Devyani RK Private Limited ("Devyani RK") was incorporated on January 30, 2024. The Company and RKAHPL hold equity share capital in the ratio of 51:49 in Devyani RK.

As on March 31, 2024, your Company has following subsidiaries:

- Devyani International (Nepal) Private Limited, wholly-owned subsidiary;

- RV Enterprizes Pte. Ltd., subsidiary;

â¢ Devyani International (Nigeria) Limited, step-down subsidiary;

- Devyani RK Private Limited, subsidiary (w.e.f. 30.01.2024);

- Devyani International DMCC, subsidiary (w.e.f. 17.05.2023);

â¢ White Snow Company Limited, step-down subsidiary (w.e.f. 17.01.2024);

â¢ Blackbriar Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024);

â¢ Yellow Palm Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024); and

â¢ Restaurants Development Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024).

Your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp.com/dil/financial-information/. Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of the Company on all working days up to the date of Annual General Meeting ("AGM") i.e. July 5, 2024 between 11:00 A.M. to 02:00 PM. and also during the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

MATERIAL UNLISTED SUBSIDIARY(IES)

In terms of the provisions of the SEBI Listing Regulations, your Company has a âPolicy for Determination of Material

Subsidiary and Governance of Subsidiaries'' and the same is available on website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/06/ Policy-on-Material-Subsidiary.pdf.

Based on the Consolidated Financial Statements as on March 31, 2024, your Company has two material unlisted subsidiaries i.e. Devyani International DMCC and Restaurants Development Co., Ltd.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. During the year under review, the Audit, Risk Management and Ethics Committee has approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the Company i.e.

https://www.dil-rjcorp.com/wp-content/uploads/2021/06/

All contracts/ arrangement/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2023-24 with related parties were in the ordinary course of business and on arm''s length basis. Further, the Company has not entered into material contracts/ arrangement/ transactions with related parties in terms of the provisions of the Act read with Rules made thereunder. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 202324 and hence, does not form part of this report.

During the year under review, related party transactions which were material in terms of Regulation 23 of the SEBI Listing Regulations, were entered into with related parties subsequent to the shareholders'' approval.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNELDIRECTORS

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 17, 2023, re-appointed Mr. Manish Dawar

(DIN: 00319476) as a Whole-time Director of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. February 17, 2024 and the appointment was duly approved by the Shareholders of the Company at their 32^ndAnnual General Meeting ("AGM") held on July 3, 2023.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Dr. Naresh Trehan (DIN: 00012148), Dr. Girish Kumar Ahuja (DIN: 00446339) and Mr. Pradeep Khushalchand Sardana (DIN: 00682961) were appointed as Independent Directors of the Company w.e.f. April 21, 2021 for a term up to 3 years and their office as Independent Directors of the Company was up to April 20, 2024. Dr. Naresh Trehan had expressed his inability for re-appointment as an Independent Director and accordingly, had not offered himself for re-appointment for the second term. Accordingly, he ceased to be an Independent Director of the Company w.e.f. the close of business hours of April 20, 2024. The Board of Directors placed on record its appreciation for contributions made by Dr. Trehan during his tenure as an Independent Director.

Considering knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution to the deliberations at the meetings of the Board/ Committees, and basis performance evaluation and on the recommendations of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 2, 2024, accorded its approval for the re-appointment of Dr. Girish Kumar Ahuja and Mr. Pradeep Khushalchand Sardana, as Independent Directors of the Company to hold office for a second term of up to 5 (Five) consecutive years w.e.f. April 21, 2024, subject to approval of the shareholders of the Company. Your Company has received requisite notice in writing from a Member of the Company, proposing the candidatures of Dr. Girish Kumar Ahuja and Mr. Pradeep Khushalchand Sardana as Independent Directors of the Company. The resolutions seeking members'' approval for their re-appointment form part of the Notice of 33^rd AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj Gandhi (DIN: 00003649), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members'' approval for their re-appointment form part of the Notice of 33^rd AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

Further, Mr. Rahul Suresh Shinde (DIN: 07166035), resigned from the post of Whole-time Director (CEO-Yum Brands) and Director of the Company w.e.f. close of business hours of April 1,2024. The Board of Directors placed on record its appreciation for contributions made by Mr. Shinde during his tenure.

KEY MANAGERIAL PERSONNEL

The Board of Directors, on the recommendations of Nomination and Remuneration Committee, at its meeting held on May 17, 2023 appointed Mr. Pankaj Virmani (ACS-18823) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 18, 2023 in accordance with the provisions of Section 203 of the Act read with Rules made thereunder, in place of Mr. Varun Kumar Prabhakar (ACS-30496), who resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. close of business hours of May 17, 2023. He continues to work with the Company and discharges his responsibilities with respect to the legal function of the Company.

Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer) and Mr. Manish Dawar, Whole-time Director & Chief Financial Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2024. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations. The Board of Directors at its meeting held on May 17, 2023 has dissolved IPO Committee as the purpose and objectives of the said committee have been achieved.

BOARD EVALUATION

Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also

evaluated the performance of Non-Independent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors held on March 26, 2024.

REMUNERATION POLICY

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://dil-rjcorp.com/wp-content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

STATUTORY AUDITORS AND AUDITORSâ REPORTS

The Members at their 29^th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/ N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company to be held in the year 2025.

The Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The Reports of Joint Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year 2023-24 do not contain any qualification, reservation, adverse remarks or disclaimer and form part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance

of Cost Records were not applicable on the Company during Financial Year 2023-24.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee has appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place anti-sexual harassment policy on âPrevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH") and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at workplaces in accordance with POSH. The Internal Complaint Committee ("Committee") constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.

At the beginning of the year under review one complaint was pending with the Committee and during the year nine new complaint(s) were received. The Committee disposed off all ten complaints and no complaint was pending at the end of the Financial Year 2023-24.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism Policy is available on the Company''s website at https://www.dil-rjcorp.com/wp-content/uploads/2022/03/Vigil-Mechanism-Policy-DIL.pdf.

RISK MANAGEMENT

Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan, risk mitigation measures, cyber security and such other functions as per the terms of reference and as may be assigned by the Board from time to time.

INTERNAL FINANCIAL CONTROLS

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility (CSR) Policy which is available on the Company''s website at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/ Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted.

Annual Report on CSR activities for the Financial Year 202324 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

Company as at March 31,2024 and of the Profit/ (Loss) of the Company for the period;

(iv) they have prepared the annual accounts on a going concern basis;

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

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

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

OTHER INFORMATIONMANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2023-24 as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by SEBI, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

LISTING

ANNUAL RETURN

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.

REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

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

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24.

5. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

6. No material changes and commitments have occurred after the closure of the Financial Year 2023-24 till the date of this Report, which would affect the financial position of your Company.

AWARDS & RECOGNITIONS

Your Company and its Executives have received various awards and recognitions, details of the same are given in the Annual Report.

ACKNOWLEDGEMENTS

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company''s success. Your Directors look forward to their continued support in future.

Mar 31, 2023

Your Directors have pleasure in presenting the 32^nd (Thirty Second) Board''s Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2023.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2023 is summarized below:

('' in Million)
Particulars	Standalone		Consolidated
	Year Ended 31-Mar-23	Year Ended 31-Mar-22	Year Ended 31-Mar-23	Year Ended 31-Mar-22
Sales & other Income	27,008.07	18,696.09	30,303.08	21,001.31
Profit before Interest, Depreciation, Impairment & Tax	5,436.62	3,941.47	6,550.78	4,759.79
Less: Finance Cost	1,237.64	1,058.67	1,474.73	1,269.94
Less: Other Income	324.63	163.37	325.85	161.21
Less: Depreciation & Impairment	2,383.29	1,909.96	2,782.19	2,248.61
Profit/ (Loss) before exceptional items and tax	2,140.32	1,136.21	2,619.71	1,402.45
Less: Exceptional item (expense)/income	-	13.16	200.46	171.04
Profit/ (Loss) before tax	2,140.32	1,123.05	2,419.25	1,231.41
Less: Tax expenses	(320.40)	(410.78)	(205.89)	(319.74)
Profit/ (Loss) for the year	2,460.72	1,533.83	2,625.14	1,551.15
Other comprehensive income	(0.61)	1.66	70.45	141.41
Total comprehensive income for the year	2,460.11	1,535.49	2,695.59	1,692.56
Total comprehensive income for the year, attributable to:
Owners of the Company	2,460.11	1,535.49	2,709.74	1,666.68
Non-controlling interests	-	-	(14.15)	25.88
Note: The previous year figures have been regrouped/ reclassified wherever necessary.

STATE OF THE COMPANYâS AFFAIRS

The Company has demonstrated strong growth momentum and crossed some very significant milestones. Consolidated revenues have reached ~ '' 30,000 Million. We now operate 1,243 stores across our portfolio of brands and countries, more than doubling over the last three years. Both KFC and Pizza Hut crossed important store milestones of 500 stores each & Costa Coffee has crossed 100 stores as of March 31, 2023.

The Company continues to actively pursue new trade areas in both the metro cities and upcoming locations. This will help us take our brands closer to the customers and give them a better experience, thus solidifying the presence in the domestic markets. In line with this strategy, we have continued to expand to newer cities and we are present

in over 240 cities in India now. Reflecting our expanding presence deeper in the Country, our share of Core Brands stores in Non-Metro cities has now expanded to ~ 53%, a marked increase from ~ 48% just two years ago.

Product innovation is another pillar of our growth strategy. In partnership with Yum!, we launched quite a few innovative products in our KFC & Pizza Hut brands. The premium range which included limited-time offerings of "Chizza" and the peri-peri flavored chicken products have been very well received. Pizza Hut has recently launched a revamped menu with 10 new pizzas, which are getting a lot of love from our customers.

We have also been working on making our offerings available at more accessible price points. The launch of "Flavor Fun" range in Pizza Hut helps us reach out to a much larger

audience. Similarly, we launched the lunch menu at KFC which allows us to tap into an important day part and build salience for brand KFC.

Despite high inflation across industries and categories leading to a short-term impact on consumer sentiment and demand in the second half of the current financial year, we remain confident in our brands and in the long-term potential of the Indian market. By maintaining financial discipline and operational excellence, the Company is well-positioned to emerge stronger and capture growth opportunities in the future. The Company remain firmly committed to the objective of creating sustainable long-term value for all our stakeholders.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") and the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have not recommended any dividend on equity shares for the year under review in order to conserve the resources for the future growth of the Company. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the same is available on the website of the Company i.e. https://www. dil-rjcorp.com/wp-content/uploads/2021/08/Dividend-Distribution-Policy.pdf.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from '' 120.47 crore comprising 1,20,47,36,378 equity shares of face value of '' 1/- each to '' 120.50 crore comprising 1,20,49,61,378 equity shares of face value of '' 1/- each pursuant to allotment of 2,25,000 equity shares under the Employees Stock Option Scheme 2018 (''ESOP Scheme 2018'').

Subsequent to the end of the Financial Year 2022-23, the Company has allotted 4,87,500 equity shares on April 7, 2023 under the ESOP Scheme 2018 & the Employees Stock

Option Scheme 2021 (''ESOP Scheme 2021''), pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to '' 120.54 crore comprising 1,20,54,48,878 equity shares of face value of '' 1/- each.

EMPLOYEES STOCK OPTION SCHEMES

The Company has three Employees Stock Option Schemes viz. Employees Stock Option Scheme 2011 (''ESOP Scheme 2011''), ESOP Scheme 2018 and ESOP Scheme 2021. Further, to align the ESOP Scheme 2021 with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations"), the Members of the Company at their 31^st Annual General Meeting ("AGM") held on June 28, 2022 approved the amendments to the ESOP Scheme 2021.

A certificate from Secretarial Auditor i.e. M/s. Sanjay Grover & Associates, Company Secretaries has been received confirming that ESOP Scheme 2011, ESOP Scheme 2018 and ESOP Scheme 2021, have been implemented in compliance with the SEBI ESOP Regulations. A copy of the certificate has been uploaded on the website of the Company i.e. https:// dil-rjcorp.com/.

HOLDING COMPANY

RJ Corp Limited continued to be the holding company and held 59.32% of the paid-up equity share capital of the Company as of March 31, 2023. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.79% of the paid-up equity share capital of the Company as of March 31, 2023.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

As on March 31, 2023, your Company had five subsidiaries i.e. Devyani Food Street Private Limited, Devyani Airport Services (Mumbai) Private Limited, Devyani International (Nepal) Private Limited, wholly-owned subsidiaries, RV Enterprizes Pte. Ltd., subsidiary and Devyani International (Nigeria) Limited, a step-down subsidiary. During the year under review, there was no change in the subsidiary companies. During the year under review, your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Audited Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp.com/dil/financial-information/. Audited Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of the Company on all working days up to the date of AGM i.e. July 3, 2023 between 11:00 A.M. to 2:00 PM. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

In terms of the provisions of the SEBI Listing Regulations, your Company has a ''Policy for Determination of Material Subsidiary and Governance of Subsidiaries'' and the same is available on website of the Company i.e. https://www. dil-rjcorp.com/wp-content/uploads/2021/06/Policy-on-Material-Subsidiary.pdf.

SCHEME OF AMALGAMATION

Pursuant to Sections 230-232 and other relevant provisions of the Act read with the Rules made thereunder, a Scheme of Amalgamation of Devyani Airport Services (Mumbai) Private Limited and Devyani Food Street Private Limited, wholly-owned subsidiaries (Transferor Companies) with the Company (Transferee Company) was filed before the Hon''ble NCLT, New Delhi on September 17, 2022. The First Motion Application was disposed of by the Hon''ble NCLT, New Delhi vide its order dated November 11, 2022. Subsequently, Second Motion Petition was filed before the Hon''ble NCLT, New Delhi on January 7, 2023. The Scheme is pending before the Hon''ble NCLT, New Delhi for its approval.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the

Company i.e. https://www.dil-rjcorp.com/wp-content/ uploads/2021/06/Policy-on-Related-Party-Transactions. pdf.

During the year under review, your Company and/or its subsidiaries had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on Related Party Transactions.

There were no material related party transactions entered by the Company during the Financial Year 2022-23, hence no detail is required to be provided in Form AOC-2 in terms of Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

DIRECTORS

Considering knowledge, acumen, expertise, experience (including the proficiency), skills and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on May 2, 2022 appointed Mr. Prashant Purker (DIN: 00082481) as an Additional Director (in the category of "Non-Executive Independent Director") for a term of up to 5 (five) consecutive years w.e.f. May 2, 2022. Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in the said meeting also appointed Mr. Rahul Suresh Shinde (DIN: 07166035) as an Additional Director and Whole-time Director of the Company for a term of up to 5 (five) years w.e.f. May 2, 2022. Further, the appointments of Mr. Prashant Purker as an Independent Director and Mr. Rahul Suresh Shinde as a Whole-time Director were also approved by the Shareholders of the Company at their 31^st Annual General Meeting held on June 28, 2022.

Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on November 3, 2022, re-appointed Mr. Virag Joshi (DIN: 01821240), as a Whole-time Director, designated as ''President & Chief Executive Officer'' of the Company, for a period of up to 3 (Three) years w.e.f. January 1, 2023 and his re-appointment was duly approved by the Shareholders of the Company at their Extra-ordinary General Meeting held on December 16, 2022.

Basis the recommendations of Nomination and Remuneration Committee and considering knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution to the deliberations at the meetings of the

Board/ Committees, the Board of Directors at its meeting held on February 9, 2023, accorded its approval for the re-appointments of Dr. Ravi Gupta (DIN: 00023487) and Ms. Rashmi Dhariwal (DIN: 00337814) as Independent Directors of the Company to hold office for a second term of up to 5 (Five) consecutive years w.e.f. April 6, 2023, subject to approval of the shareholders of the Company. Your Company has received requisite notice in writing from the Members of the Company, proposing the candidatures of Dr. Ravi Gupta and Ms. Rashmi Dhariwal as Independent Directors of the Company.

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 17, 2023, re-appointed Mr. Manish Dawar (DIN: 00319476) as a Whole-time Director of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. February 17, 2024, subject to approval of the shareholders of the Company.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668) and Mr. Virag Joshi (DIN: 01821240), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members'' approval for their re-appointment form part of the Notice of 32^nd AGM. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends their re-appointment.

Brief resume and other details of the Director(s) seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of the 32^nd AGM.

KEY MANAGERIAL PERSONNEL

The Board of Directors, on the recommendations of Nomination and Remuneration Committee, at its meeting held on May 17, 2023 appointed Mr. Pankaj Virmani (ACS-18823) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 18, 2023 in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in place of Mr. Varun Kumar Prabhakar (ACS-30496), who has resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. close of business hours of May 17, 2023. He continues to work with the Company and discharge his responsibilities with respect to the legal function of the Company.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2023. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2023 have been made by the Directors and have been reported in the Corporate Governance Report and forms part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors in their disclosures have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the disclosures received from Independent Directors, the Board of Directors confirm that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by SEBI, Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations. The Board of Directors in its meeting held on May 17, 2023 has dissolved IPO Committee as the purpose and objectives of the said committee has been achieved.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.

Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors.

REMUNERATION POLICY

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

STATUTORY AUDITORS AND AUDITORSâ REPORTS

During the year under review, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31^st AGM held on June 28, 2022 till the conclusion of 36^th AGM of the Company to be held in the year 2027.

Earlier, Members at their 29^th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of

29^th AGM till the conclusion of 34^th AGM of the Company to be held in the year 2025.

The Auditors'' Reports do not contain any qualification, reservation, adverse remarks or disclaimer.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance of Cost Records are not applicable on the Company for the Financial Year 2022-23.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee has appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year ended March 31, 2023 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company continues to follow a robust anti-sexual harassment policy on ''Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace'' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''POSH'') and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at various workplaces in accordance with POSH. The Internal Complaint Committee constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.

All employees, including those of subsidiaries (permanent, contractual, temporary, trainees) are covered under this Policy.

At the end of the year under review, one complaint was received and Internal Complaint Committee is reviewing the same as per the Policy.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Vigil Mechanism Policy is available on Company''s website at https://www.dil-rjcorp.com/wp-content/uploads/ 2022/03/Vigil-Mechanism-Policy-DIL.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan and such other functions as assigned from time to time.

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. An extensive risk based programme of internal audit provides assurance on the effectiveness of internal financial controls, which are continuously monitored through management reviews, self-assessment as well as by the Statutory/ Internal Auditors during the course of their audits. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla & Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors'' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on the website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/ Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted. Your Company was not required to contribute any amount towards CSR for the Financial Year 2022-23 in terms of the provisions of Section 135 of the Act.

Annual Report on CSR activities for the Financial Year 202223 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors confirm that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(iv) they have prepared the annual accounts on a going concern basis;

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

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

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

OTHER INFORMATIONMANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2022-23, as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by Securities and Exchange Board of India, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 have been paid to NSE and BSE.

ANNUAL RETURN

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.

REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

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

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

2. The Whole-time Directors of the Company did not receive any remuneration or commission from any of Company''s subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022-23.

5. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

No material changes and commitments have occurred after the closure of the Financial Year 2022-23 till the date of this Report, which would affect the financial position of your Company.

AWARDS & RECOGNITIONS

Your Company and its Executives have received various awards and recognitions, details of the same are given in the Annual Report.

ACKNOWLEDGEMENTS

For and on behalf of the Board of Directors For Devyani International Limited

Ravi Jaipuria

Place: Gurugram Chairman

Date: May 17, 2023 DIN: 00003668

Mar 31, 2022

Your Directors have pleasure in presenting the 31^st (Thirty First) Board''s Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

Financial Performance

The financial performance of your Company for the Financial Year ended March 31,2022 is summarized below:

('' in Million)
Particulars	Standalone		Consolidated
Particulars	Year Ended 31-Mar-22	Year Ended 31-Mar-21	Year Ended 31-Mar-22	Year Ended 31-Mar-21
Sales & other Income	18692.81	10473.30	21001.31	11988.95
Profit before Interest, Depreciation, Impairment & Tax	4104.84	1989.13	4759.79	2346.13
Less: Finance Cost	1058.67	1265.41	1269.94	1494.76
Add: Other Income	160.09	485.66	161.21	640.57
Less: Depreciation & Impairment	1909.96	2367.19	2248.61	2774.59
Profit/ (Loss) before exceptional items and tax	1136.21	(1157.81)	1402.45	(1282.65)
Less: Exceptional item expense/(income)	13.16	(457.53)	171.04	(458.74)
Profit/ (Loss) before Tax	1123.05	(700.28)	1231.41	(823.92)
Less: Total tax expense	(410.78)	-	(319.74)	(10.68)
Profit/(loss) from continuing operations	1,533.83	(700.28)	1,551.15	(813.24)
Profit/(Loss)from discontinued operations	-	47.23	-	183.37
Profit/(loss) for the year	1,533.83	(653.05)	1,551.15	(629.87)
Add/Less: Other Comprehensive income	1.66	(11.92)	141.41	52.20
Total comprehensive income for the year	1535.49	(664.97)	1692.56	(577.67)
Total comprehensive income for the year attributable to:
Owners of the Company	1535.49	(664.97)	1666.68	(542.47)
Non-controlling interests	-	-	25.88	(35.20)

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year ended March 31,2022, are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI (LODR) Regulations"] which shall also be provided to the Members in their forthcoming Annual General Meeting ("AGM").

State of the Companyâs Affairs

Your Company is among the largest operators of Quick Service Restaurant ("QSR") chain in India and is the largest franchisee of Yum Brands (Pizza Hut and KFC) in India on a non-exclusive basis. In addition, the Company is also a franchisee for Costa Coffee in India. Along with these three well recognized global brands, the Company also has in-house brands such as Vaango and Food Street in its

portfolio. As of March 31, 2022, the Company operated in total 892 stores across 204 cities in India. The Company also has operations in Nepal and Nigeria through a network of 46 stores as of March 31, 2022.

We have emerged from a challenging period, with multiple Covid related disruptions last year and the year before and unprecedented inflation in input costs and highly tensed geo-political situation and disturbed logistics around the World. Your Company has shown great resilience during this period and our unwavering commitment and focus on the growth has translated FY 2021 -22 into a record year of performance for us. We opened 246 new stores in FY 2021-22, the highest ever for our Company. Along-side, we also witnessed record revenues, best margins, and record delivery of profits. The year also saw for us a very successful IPO, listing and a strong support from all of you. Our brands achieved significant milestones whereby KFC India crossed '' 1,000 Crore revenues & Pizza Hut clocked more than '' 500 Crore revenues this year.

The current external macro environment remains challenging and we do foresee certain headwinds. Costs of key input materials and capital items continue to see significant inflation and this is likely to persist for some time. With a pan-India footprint, we are closely monitoring the developments. Our scale, brand strength and experience give us the confidence that we will be able to effectively face these challenges. We remain firm believers in the potential of the food service industry and more particularly the QSR segment in India. Significant growth opportunities are available for a well operated and a well-capitalized player. Our brands are geared to cater to the young Indian consumers'' expectations, meeting their changing lifestyles and eating out habits. We confidently look forward to another year of growth.

Deposits

Your Company has not accepted any deposits during the year under review, falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Transfer to General Reserve

During the year under review, the Company has not transferred any amount to General Reserve.

Change in the Nature of Business, if any

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

Dividend Distribution Policy

The Board of Directors of the Company in their meeting held on March 17, 2021 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2021/08/Dividend-Distribution-Policy. pdf.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

Material Events

A. Initial Public Offer (âIPOâ)

The Company has made its public offer of Equity Shares during the quarter ended September 30, 2021 in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, wherein 4,88,88,888 Equity Shares were issued through a fresh issue and 15,53,33,330 Equity Shares through offer for sale. The IPO comprised of a fresh issue of ''4,400 million and an offer for the sale of ''13,980 million by the selling shareholders.

The public issue was opened on August 4, 2021 and closed on August 6, 2021 at an offer price of ''90/-per Equity Share (including a share premium of ''89/-per Equity Share). The Company''s IPO received an overwhelming response and was oversubscribed by 117 times, reflecting a huge investor appetite for the issue. The Equity Shares were allotted on August 11, 2021 at an offer price of ''90 per Equity Share to the respective applicants under various categories. The Equity Shares of the Company were listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") (collectively referred to as "Stock Exchanges") on August 16, 2021. The Equity Shares of the Company were listed with a substantial gain from its offer price.

The market capitalisation of the Company has marked its presence under the list of Top 500 Companies. As per the market capitalisation list released by NSE and BSE, the ranking of your Company moved to 209 and 211 respectively as of March 31, 2022. Further, our Company was included in MSCI India Domestic Small Cap Index.

The IPO proceeds of ''4,400 million have been utilised to repay the debts amounting to ''3,420 million. Apart from this, the Company has incurred Offer expenses of ''6.59 million and spent ''821.90 million on the capital expenditure out of the proceeds meant for General Corporate Purposes. Post listing, the Company has become net debt free.

We are gratified and humbled by the faith shown in the Company by the market participants. We are also grateful to our customers for their trust shown in our capabilities to consistently deliver high-quality services.

B. Amalgamation

During the year under review, the Board of Directors of your Company ("Board") in their meeting held on December 13, 2021 approved the scheme of amalgamation pursuant to the provisions of Section 230 to 232 of the Companies Act, 2013 and other applicable provisions, if any, for amalgamation of Devyani Food Street Private Limited and Devyani Airport Services (Mumbai) Private Limited (both are Wholly owned Subsidiary Companies) with the Company subject to approval of Shareholders, Creditors, Stock Exchanges, National Company Law Tribunal (NCLT) and any other statutory/applicable authorities as may be required. The Company is yet to file the scheme of amalgamation with NCLT and any other statutory/applicable authorities. Further, the Company is expecting that the amalgamation will facilitate operational synergies,

which in turn eliminate inefficiencies and streamline corporate structures and cash flows. It is also expected that a single entity will result in better centralized management and oversight, cost efficiencies and supporting the group''s competitive growth.

Share Capital

During the year under review, the Authorized Share Capital of the Company was increased from '' 1,25,00,00,000/-(Rupees One Hundred Twenty Five Crore only) divided into 1,25,00,00,000 (One Hundred Twenty Five Crore) Equity Shares of face value of '' 1/- (Rupee One) each to '' 5,00,00,00,000/- (Rupees Five Hundred Crore only) divided into 5,00,00,00,000 (Five Hundred Crore) Equity Shares of face value of '' 1/- (Rupee One) each duly approved by the Shareholders at their Extra-ordinary General Meeting held on May 4, 2021.

Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share Capital was increased from '' 1,15,36,34,990/- (Rupees One Hundred Fifteen Crore Thirty Six Lakh Thirty Four Thousand Nine Hundred Ninety only) divided into 1,15,36,34,990 (One Hundred Fifteen Crore Thirty Six Lakh Thirty Four Thousand Nine Hundred Ninety) Equity Shares of face value of '' 1/- (Rupee One) each to '' 1,20,47,36,378 /- (Rupees One Hundred Twenty Crore Forty Seven Lakh Thirty Six Thousand Three Hundred Seventy Eight only) divided into 1,20,47,36,378/- (One Hundred Twenty Crore Forty Seven Lakh Thirty Six Thousand Three Hundred Seventy Eight) Equity Shares of face value of '' 1/- (Rupee One) each pursuant to allotment of Equity Shares under IPO, Employee Stock Options Scheme, 2018 and Employee Stock Options Scheme, 2021, as detailed hereunder:

S. No.	Date of Allotment	Number of Equity Shares of face value of '' 1/- each	Details of Allotment
1	August 11,2021	4,88,88,888	IPO- Fresh issue of shares
2	February 4, 2022	7,50,000	Employees Stock Option Scheme 2018
3	March 31, 2022	15,000	Employees Stock Option Scheme 2018
4	March 31, 2022	14,47,500	Employees Stock Option Scheme 2021
	Total	5,11,01,388

Employees Stock Option Schemes

Your Company has three Employees Stock Option Schemes viz. Employees Stock Option Scheme 2011 (âESOP Scheme 2011''), Employees Stock Option Scheme 2018 (âESOP Scheme 2018'') and Employees Stock Option Scheme 2021 (âESOP Scheme 2021''). Further, to align ESOP Scheme 2021 with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time, the Board of Directors (as recommended by the Nomination and Remuneration Committee) in their meeting held on February 4, 2022 approved to amend and ratify the ESOP Scheme 2021, subject to the approval of shareholders at the ensuing AGM of the Company.

Certificate from Secretarial Auditors of the Company that ESOP Scheme 2011, ESOP Scheme 2018 & ESOP Scheme 2021 have been implemented in accordance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and as substituted by the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution(s) passed by the Members of the Company will be uploaded on website viz. https://dil-rjcorp.com/ for inspection by Members of the Company.

Relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are attached to this report as Annexure - A.

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit, Risk Management and Ethics Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2021-22 with related parties, as defined under the Act and SEBI (LODR) Regulations were in the ordinary course of business and on arm''s length basis.

During the year under review, your Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company''s operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 38 of the Standalone Financial Statements, forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR)

Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2021/06/ Policy-on-Related-Party-Transactions.pdf.

Since all transactions which were entered into during the Financial Year 2021-22 were on arm''s length basis and in the ordinary course of business and there were no material related party transactions entered by the Company during the Financial Year 2021-22 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

Subsidiaries, Associates and Joint Ventures

Your Company has following subsidiaries as on March 31,2022:

1. Devyani Food Street Private Limited;

2. Devyani Airport Services (Mumbai) Private Limited;

3. Devyani International (Nepal) Private Limited;

4. RV Enterprizes Pte. Ltd. and

5. Devyani International (Nigeria) Limited (a subsidiary of RV Enterprizes Pte. Ltd.).

As on March 31, 2022, your Company does not have any Associate/Joint Venture as defined under the provisions of the Act.

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of Consolidated Financial Statements and therefore not repeated here to avoid duplication. Further, contribution of subsidiary(ies) to the overall performance of your Company is outlined in Note No. 49 of the Consolidated Financial Statements.

Financial Statements of the aforesaid subsidiary companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of

AGM i.e. June 28, 2022 between 11:00 A.M. to 5:00 P.M. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://dil-rjcorp.com/dil/financial-information/.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining Material Subsidiary. Further, RV Enterprizes Pte. Ltd. became material subsidiary of the Company w.e.f. April 21, 2021 and as per Audited Financials for year ended March 31, 2022, it ceased to be the material subsidiary. Policy on Material Subsidiary is uploaded on website of the Company at https://www. dil-rjcorp.com/wp-content/uploads/2021/06/Policy-on-MaterialSubsidiary.pdf.

Directors and Key Managerial Personnel Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj Gandhi (DIN: 00003649), Non-Executive Directors are liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommended their re-appointment.

During the year under review, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at their meeting held on May 2, 2022 accorded its approval for the appointment of Mr. Prashant Purker (DIN: 00082481) as an Additional Director (in the category of "Non-Executive Independent Director") for a term of 5 (five) consecutive years w.e.f. May 2, 2022 and Mr. Rahul Suresh Shinde (DIN: 07166035) as an Additional Director (designated as a "Whole Time Director") for a term of 5 (five) years w.e.f. May 2, 2022, subject to approval of Members at the ensuing AGM of the Company.

Your Company has received requisite notice in writing from a Member of the Company in terms of Section 160 of the Act, proposing the candidatures of Mr. Prashant Purker and Mr. Rahul Suresh Shinde as Directors of the Company.

Further, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, at their meeting held on April 21, 2022 appointed Dr. Girish Kumar Ahuja (DIN: 00446339), Mr. Pradeep Sardana (DIN: 00682961) and Dr. Naresh Trehan (DIN: 00012148)

as Additional Director(s) (in the category of "Non-Executive Independent Director") for a term of 3 (three) consecutive years w.e.f. April 21, 2021 and their appointment was duly approved by the Shareholders of the Company at their Extra-ordinary General Meeting held on May 4, 2021.

The above-mentioned Directors have affirmed that they are not debarred from holding the office of Director(s) by virtue of any SEBI order or any other such Authority.

During the year under review, Ms. Devyani Jaipuria (DIN:00044672) resigned from the directorship of the Company w.e.f. April 26, 2021. Further, consequent to withdrawal of nomination of Mr. Vishesh Shrivastav (DIN:02159016) by Dunearn Investments (Mauritius) Pte. Ltd. (investor of the Company), Mr. Vishesh Shrivastav resigned as Nominee Director of the Company w.e.f. May 4, 2021.

Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

Key Managerial Personnel

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at their meeting held on May 2, 2022 appointed Mr. Varun Kumar Prabhakar as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 2, 2022 in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, Mr. Anil Dwivedi resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. October 13, 2021. Further,

Mr. Jatin Mahajan was appointed as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. November 1, 2021. Thereafter, Mr. Jatin Mahajan resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. March 10, 2022.

Further, Mr. Virag Joshi, Whole-time Director & Chief Executive Officer and Mr. Manish Dawar, Whole-time Director & Chief Financial Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

i) Audit, Risk Management and Ethics Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders'' Relationship Committee; and

iv) Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

Board and Committee Meetings

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Remuneration Policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company''s Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior

Management and other Employees of the Company is uploaded on website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board''s Report pursuant to Section 197 of the Act read with Rule

5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached to this report as Annexure - B.

Statutory Auditors

Members of the Company in their 26^th AGM held on August 10, 2017 appointed M/s. APAS & Co., Chartered Accountants (Firm Registration Number 000340C) [converted to "APAS

6 Co. LLP" (Firm Registration Number 000340C/C400308)] as Joint Statutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e. till the conclusion of 31^st AGM of the Company to be held in the Year 2022.

In terms of provisions of Section 139 of the Act and the Companies (Audit and Auditors) Rules, 2014, due to retirement of existing Joint Statutory Auditors viz. M/s. APAS & Co. LLP, Chartered Accountants at the ensuing AGM of the Company upon completion of their 1^st term of 5 (five) years, the Board of Directors, on the recommendation of Audit, Risk Management and Ethics Committee, at their meeting held on May 2, 2022 have recommended the appointment of M/s. O P Bagla & Co. LLP Chartered Accountants (Firm Registration Number 000018N/N500091) as Joint Statutory Auditors of the Company for a term of upto 5 (five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 36^th AGM of the Company to be held in the year 2027, subject to approval of Members of the Company. Brief resume and other details of M/s. O P Bagla & Co. LLP is separately disclosed in the Notice of ensuing AGM.

M/s. O P Bagla & Co. LLP, Chartered Accountants, have consented to act as Joint Statutory Auditors of the Company and confirmed that their aforesaid appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have also confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of provisions of Sections 139(1) and 141(3) of the Act and the Companies (Audit and Auditors) Rules, 2014.

Further, Members in their 29^th AGM held on September 24, 2020 appointed M/s. Walker Chandiok & Co. LLP, Chartered Accountants (Firm Registration Number 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for

a period of up to 5 (Five) years i.e. till the conclusion of 34^thAGM of the Company to be held in the Year 2025. They have also confirmed that they are not disqualified from continuing as Joint Statutory Auditors of the Company.

The Statutory Auditors'' Report for the Financial Year 202122 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

Cost Audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2021-22.

Secretarial Auditors

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee, has appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company. The Secretarial Audit Report for the Financial Year 2021-22 is attached to this report as Annexure - C.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

Risk Management

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors inter-alia monitors and reviews the risk management plan and such other functions as assigned from time to time.

Your Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company''s various business and operational risks, through strategic actions.

Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Walker Chandiok & Co. LLP, Chartered Accountants and M/s. APAS & Co. LLP, Chartered Accountants, Joint Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness of the Company.

Corporate Social Responsibility

Your Company has a Corporate Social Responsibility (CSR) Policy which is uploaded on website of the Company at https://www.dil-rjcorp.com/wp-content/uploads/2022/05/ Corporate-Social-Responsibility-Policy.pdf.

Annual Report on CSR activities for the Financial Year 2021 -22 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - D.

Directorsâ Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 your Company as at March 31, 2022 and of the Profit of the Company for the period ended on that date;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) t he annual accounts have been prepared on a going concern basis;

(v) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Other Information

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report.

Business Responsibility Report

Business Responsibility Report for the year under review, as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations, forms part of the Annual Report.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

Awards

Your Company has been awarded with Best Overall Performance & Most Improved Taste Scores at Yum EFTS Conference in Asia and the Most Admired Food Court Operator at the IMAGES Food Service''s awards.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2022-23 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://dil-rjcorp.com/corporate-governance/.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

A. Conservation of Energy

i) Steps taken for conservation of energy: The Company evaluates the possibilities and various alternatives to reduce energy consumption and use of low energy consuming LED lightings is being encouraged. The Company recognizes the importance of energy conservation in decreasing the adverse effects of global warming and climate change. The Company carries on its activities in

an environmental friendly and energy efficient manner.

ii) Steps taken by the Company for utilizing alternate sources of energy: Nil

iii) Capital investment on energy conservation equipment: Nil

B. Technology absorption

The Company believes in leveraging technology to transform every dimension of its business. Investments in technology infrastructure is an important element of Company''s commitment to delivering seamless customer experience. Further, steps taken towards Energy Conservation are the result of technology absorption. However, there is no other specific information to be furnished in this regard.

C. Foreign exchange earnings and Outgo

('' in Million)
Particulars	Year Ended	Year Ended
Particulars	31-Mar-22	31-Mar-21
Earnings in foreign currency	16.25	*71.56
Outgo in foreign currency:
Value of Imports (CIF)
Capital Goods	4.62	-
Stores, Spares, Raw Material & Trading goods	13.33	9.05
Expenditure in foreign currency
Royalty & Other Fee	88.90	20.44
Interest	10.58	15.36

Notes

1. During the FY 2021-22, Company has made investment of f 55.15 Million and made repayment of Yes Bank installment of f 318.90 Million.

4. *Company has received repayment of loan given to its subsidiary viz. Devyani International (UK) Private Limited (âDIL UKâ) of f 698.58 Million and f 3.60 Million for sale of its stake in DIL UK.

Research and Development

During the year under review, no Research & Development was carried out.

Cautionary Statement

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:-

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

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. 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.

4. Issue of Sweat Equity Shares.

5. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2021-22.

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

No material changes and commitments have occurred after the closure of the Financial Year 2021-22 till the date of this Report, which would affect the financial position of your Company.

Acknowledgements

Your Company''s organizational culture upholds professionalism, integrity and continuous improvement

across all functions, as well as efficient utilization of the Company''s resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company''s success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors For Devyani International Limited

Ravi Jaipuria

Place: Gurugram Chairman

Date: May 2, 2022 DIN: 00003668

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