The Board of Directors of Devyani International convened a meeting on May 15, 2026 (commencing at 11:00 A.M. and concluding at 12:15 P.M.), wherein it approved a set of significant leadership and governance decisions under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosures were made in accordance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

Key Leadership Changes Approved

The board's decisions encompassed the re-appointment of the company's top executive, the induction of a new senior operational leader, and a redesignation within the senior management team. The following table summarises the key leadership changes:

Re-appointment of Whole-time Director (CEO)

Manish Dawar (DIN: 00319476) has been re-appointed as Whole-time Director (President & Chief Executive Officer), liable to retire by rotation, for a period of 3 (Three) years with effect from February 17, 2027. The re-appointment is subject to the approval of members at the ensuing Annual General Meeting of the company. The board confirmed that Manish Dawar is not debarred from holding office as a Whole-time Director by virtue of any SEBI order or any other such authority.

Manish Dawar holds a bachelor's degree in commerce with Honours from Panjab University, Chandigarh. He is also a member of the Institute of Chartered Accountants of India and the Institute of Company Secretaries of India. He brings wide experience across various industry domains and geographies, having worked with organisations including Hindustan Unilever Limited, Reebok India, Reckitt Benckiser, Vedanta, and Vodafone India. He is not related to any Director of the company.

Appointment of EVP & COO – India

Gaurav Bhatnagar has been appointed as EVP & COO – India (Senior Management Personnel) of the company with effect from May 25, 2026. He holds a PGDM in Marketing & IT from XLRI Jamshedpur and a B.E. (Computer Engineering) from Delhi Institute of Technology. Bhatnagar brings over two decades of experience across FMCG and e-commerce sectors.

During his approximately 17-year tenure at Hindustan Unilever Limited, he held senior leadership roles across sales and marketing and played a pivotal role in driving large-scale sales and distribution digitization initiatives. At Amazon India, with over 4 years of leadership experience, he led profitable marketplace growth across 30+ categories, strengthened the seller ecosystem, and delivered sustained operational and financial performance improvements for the India marketplace.

Designation Change for Senior Management Personnel

Pradeep Das has been redesignated to the role of Chief Growth & International Business Officer with effect from May 25, 2026, and will continue as a Senior Management Personnel of the company. Pradeep Das has been associated with Devyani International since December 2022. He is an IHM Kolkata graduate and attended a Management Development Programme from IIM – Kolkata. He also holds an International Executive Master's in Business from SDA Bocconi, School of Management, Milan, Italy. He brings over two decades of experience in the Hospitality and Retail Industry, having worked with organisations such as RPG Group (Nature's Basket), Future Retail Limited, and Hypercity India Private Limited.

Re-appointment of Internal Auditors

The board also approved the re-appointment of M/s. VGG & Co., Chartered Accountants (Firm Registration No. 031985N), as Internal Auditors of the company for Financial Year 2026-27, effective May 15, 2026. VGG & Co. is a professional Chartered Accountancy firm with expertise in auditing, taxation, corporate advisory, and accounting, serving corporates, budding entrepreneurs, start-ups, and SMEs. The detailed disclosures pertaining to all the above decisions have been filed as Annexure I and Annexure II, as required under the applicable SEBI regulations.

Devyani International 's Nomination and Remuneration Committee (NRC) has approved the grant of 4,26,300 stock options to eligible employees under its ESOP 2021 scheme, as disclosed under Regulation 30 on May 15, 2026. The grant is in compliance with SEBI (Share Based Employee Benefits) Regulations, 2021. Each stock option is convertible into one fully paid-up equity share of the company carrying a face value of Re. 1/- each.

Key Details of the ESOP 2021 Grant

The following table summarises the key parameters of the stock option grant as disclosed by the company:

Vesting and Exercise Conditions

The stock options granted to eligible employees shall vest within the vesting period as set forth in the respective Grant Letter. A minimum period of one year is mandated between the grant of stock options and their vesting. The options are not yet vested or exercised at this stage, and no subsequent changes, cancellations, or exercises have been reported.

Significant Terms of the Grant

The key terms governing the stock options are as follows:

• There shall be a minimum period of one year between the grant of stock options and vesting of stock options.
• No lock-in applies to the equity shares arising upon the exercise of these stock options.
• Equity shares arising on the exercise of the options shall rank pari passu with all existing equity shares of the company from the date of allotment.

The grant reflects Devyani International's continued commitment to employee participation through structured equity-based incentive programmes aligned with regulatory requirements.