Devyani International Limited has scheduled a board meeting for February 4, 2026, to consider and approve the company's unaudited financial results for the quarter and nine months ended December 31, 2025. The company has formally notified both BSE and NSE about this important corporate development under Regulation 29 of SEBI listing regulations.

Board Meeting Agenda

The board meeting will address two significant matters requiring director approval:

Sky Gate Hospitality Acquisition

The board will also consider the issuance of non-convertible preference shares on a private placement basis. These shares will be used to discharge the consideration payable for acquiring an additional equity stake in Sky Gate Hospitality Private Limited, a subsidiary company. The preference shares issuance will require approval from equity shareholders through either an extraordinary general meeting or postal ballot process.

Trading Window Closure

In compliance with insider trading regulations, Devyani International has extended its trading window closure until February 6, 2026. The trading window was initially closed from January 1, 2026, and will remain closed for 48 hours after the public announcement of Q3FY26 results. This measure ensures compliance with SEBI's prohibition of insider trading regulations.

Regulatory Compliance

The notification was signed by Pankaj Virmani, Chief Sustainability Officer & Company Secretary, and submitted to both major Indian stock exchanges. The company has fulfilled its disclosure obligations under Regulation 29 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Company Profile

Devyani International Limited operates as one of India's largest quick service restaurant chains, maintaining over 2,000 stores across more than 280 cities in India, Thailand, Nigeria, and Nepal. The company serves as the largest franchisee of Yum! Brands in India and Nepal, operating KFC and Pizza Hut outlets, while also managing Costa Coffee, Tea Live, New York Fries, and Sanook Kitchen franchises. Through its Sky Gate Hospitality acquisition, the company has expanded its portfolio to include Biryani By Kilo and Goila Butter Chicken brands.

Devyani International and Sapphire Foods India Limited have announced a transformative merger that will create one of India's largest food and beverage platforms. The boards of both companies approved the merger on January 1, 2026, marking a significant milestone in India's quick service restaurant sector.

Merger Structure and Financial Impact

The transaction involves a comprehensive share swap arrangement with specific terms for different stakeholder groups:

The merger includes a promoter-level transaction where RJ Corp will acquire 18.5% stake from Sapphire Foods Mauritius Limited at a floor price of ₹280 per share. This bilateral arrangement, to be completed within 3-15 months, ensures RJ Corp maintains significant shareholding in the combined entity as required by Yum! Brands.

Expected Synergies and Timeline

The companies have identified substantial cost synergies expected from the merger:

These synergies will emerge from general and administrative cost optimization, enhanced Yum! incentives, improved procurement negotiations, and operational efficiencies. The figures represent net benefits after accounting for integration costs and new functional responsibilities.

Operational Transformation and Brand Management

The merger will significantly alter operational responsibilities between the franchisee and Yum! Brands. Devyani International will assume expanded roles across both major brands:

Pizza Hut Operations:

• Marketing and innovation functions transfer to merged entity
• Technology and supply chain management responsibilities
• 10-year incentive structure for brand turnaround
• Flexibility to restructure store portfolio without net unit reduction requirements

KFC Operations:

• Technology and supply chain management transfer
• Marketing and innovation remain with Yum! Brands
• Continued expansion under existing development agreements

The company has already initiated capability building, hiring functional leaders and shortlisting a global technology partner to support the transformation. Management expects to have all new capabilities operational by June 2026, well before merger completion.

Strategic Market Positioning

The combined entity will operate in India's rapidly expanding food services market, estimated at over $100 billion, with the QSR segment alone exceeding $25 billion. The merger creates a unified franchise partner with national reach, enhanced bargaining power with landlords and suppliers, and improved capital allocation capabilities.

The merged platform will house multiple brand portfolios including KFC, Pizza Hut, Costa Coffee, Vaango, Biryani By Kilo, and other regional brands, providing comprehensive coverage across different consumer segments and dining formats.

Pizza Hut Revival Strategy

Management outlined specific plans for Pizza Hut's turnaround, targeting positive brand contribution margins in the first year and low double-digit margins thereafter. The strategy focuses on:

• Store portfolio optimization with closure and relocation flexibility
• Same-store sales growth recovery through unified marketing approach
• Technology infrastructure enhancement for improved delivery capabilities
• Innovation initiatives under direct franchisee control

The 10-year incentive structure from Yum! Brands provides long-term support for the brand revival efforts, reflecting mutual commitment to Pizza Hut's success in the Indian market.

Technology and Infrastructure Development

The merged entity will implement a unified technology platform across all brands, featuring common backend infrastructure with brand-specific consumer interfaces. This approach will enable faster delivery times, improved customer experience, and operational efficiencies while maintaining distinct brand identities.

The companies expect the merger to position them competitively against market leaders through enhanced speed of service, innovation capabilities, and national-scale execution. The transaction represents a strategic consolidation in India's fragmented QSR market, creating a platform capable of capturing the sector's significant growth potential.