Sapphire Foods India Limited has dispatched a postal ballot notice to shareholders seeking approval for a key board appointment. The company announced on February 24th, 2026, that it requires member consent for appointing Mr. Kushal Agarwal as Non-Executive Nominee Director.

Postal Ballot Process and Timeline

The remote e-voting process will commence on Wednesday, February 25th, 2026 at 9:00 a.m. IST and conclude on Thursday, March 26th, 2026 at 5:00 p.m. IST. The company has engaged MUFG Intime India Private Limited as the Registrar and Transfer Agent to facilitate the electronic voting process.

The postal ballot notice has been sent electronically to members whose email addresses are registered with the company, depositories, or the registrar as of the cut-off date of February 6th, 2026.

Director Appointment Details

Mr. Kushal Agarwal (DIN: 11528795) has been nominated by Sapphire Foods Mauritius Limited for appointment as Non-Executive Nominee Director. The Board of Directors appointed him as an Additional Director on February 6th, 2026, subject to shareholder approval through this postal ballot process.

Professional Background

Mr. Agarwal brings extensive experience in private equity and finance to the board. He currently serves as a Director at TR Capital and is based in Mumbai. His professional journey spans 16 years across prominent organizations including B Capital, Goldman Sachs, and ChrysCapital.

Prior to joining TR Capital, he held the position of Senior Principal at B Capital, overseeing growth investments in India. His earlier roles included positions with the private investing teams at Goldman Sachs and ChrysCapital. Mr. Agarwal holds an MBA from MDI, Gurgaon, and a bachelor's degree in commerce from St. Xavier's College, Calcutta.

Regulatory Compliance

The appointment follows regulatory requirements under Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Listed entities must obtain shareholder approval for board appointments at the next general meeting or within three months of appointment, whichever is earlier.

The company has appointed Mr. Alwyn D'Souza (Membership No. FCS 5559) of M/s. Alwyn D'Souza & Co., Practicing Company Secretaries, as the Scrutinizer for conducting the postal ballot process. The voting results will be communicated to stock exchanges and published on the company's website following the completion of scrutiny.

Voting Process

Shareholders can cast their votes through the remote e-voting platform provided by MUFG Intime. The voting rights will be proportionate to shareholding in the total paid-up equity share capital as of the cut-off date. Members holding shares in both demat and physical form can participate in the voting process through designated online platforms.

Sapphire Foods India Limited conducted its Q3FY26 earnings conference call on February 6, 2026, reporting improved operational performance across key metrics. The company demonstrated resilience in a challenging market environment, with consolidated revenue reaching INR 811 crores and notable profitability improvements in its flagship KFC brand.

Financial Performance Overview

The company's Q3FY26 results showed mixed performance across its brand portfolio. Overall consolidated revenue grew by 7% year-on-year to INR 811 crores, driven primarily by strong KFC performance and continued growth in Sri Lanka operations.

KFC Brand Delivers Strong Results

KFC emerged as the standout performer during the quarter, achieving significant profitability improvements. The brand's restaurant EBITDA reached 18.8%, marking the best quarterly performance in recent periods. Revenue growth of 11% was supported by strategic initiatives including the introduction of value offerings and operational efficiencies.

The company launched a Chicken Krisper Meal at INR 99 for dine-in and takeaway channels across approximately 33% of stores by January 2026. This initiative, combined with behavior-changing advertising targeting non-users, contributed to improved January performance trends.

Pizza Hut Faces Continued Challenges

Pizza Hut operations experienced headwinds with an 11% revenue decline and negative 12% same-store sales growth. The brand's restaurant EBITDA came in at negative 3.1%, primarily due to negative operating leverage from declining sales.

Notably, Tamil Nadu market continued delivering double-digit delta performance in both SSSG and EBITDA compared to other regions, demonstrating the potential for brand recovery when supported by adequate marketing investment.

Sri Lanka Operations Maintain Momentum

Sri Lanka operations continued their strong trajectory with robust financial and operational metrics. The business achieved 15% revenue growth in INR terms and 11% same-store sales growth, supported by healthy transaction growth.

The company opened 7 new stores in Sri Lanka during calendar year 2025 and expects to maintain similar expansion pace in 2026.

Store Expansion and Strategic Initiatives

During Q3FY26, Sapphire Foods added 31 new stores across its portfolio, comprising 27 KFC outlets, 1 Pizza Hut store in India, and 3 Pizza Hut locations in Sri Lanka. The company's total store count reached 1,028 as of December 31, 2025.

The company achieved a global ESG rating score of 73 out of 100 in the DJSI ESG ratings for 2025, positioning itself as the number 1 QSR brand in India and among the top 3 globally. Sapphire Foods remains the only Indian QSR brand publishing ESG reports under GRI, SASB, and BRSR standards for four consecutive years.

Outlook and Strategic Focus

Management indicated positive momentum continuing into January 2026, with KFC showing improved same-store sales growth trends. The company's innovation pipeline remains robust, with recent launches including the global Saucy concept called "Dunked" showing promising initial results.

For Pizza Hut recovery, management emphasized the importance of coordination between franchisee partners following expected CCI approval for the merger with Devyani International. The company expects this collaboration to enable aligned marketing strategies and operational coordination across overlapping territories.

Sri Lanka operations are expected to maintain high-single-digit to potentially 10% store growth in the coming year, building on the strong foundation established in the market.

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