Devyani International Limited has completed a strategic acquisition that strengthens its position in the hospitality sector. The company successfully acquired an additional 11.4% equity stake in Sky Gate Hospitality Private Limited for a total consideration of Rs. 57.5 crore, making Sky Gate a wholly-owned subsidiary effective March 7, 2026.

Transaction Structure and Financing

The acquisition was financed through a carefully structured payment mechanism combining equity instruments and cash. Following shareholder approval via postal ballot on March 8, 2026, the company's Share Allotment Committee approved the transaction details on March 9, 2026.

Preference Share Allotment Details

The company allotted 3,00,000 Non-convertible Redeemable Preference Shares of Rs. 1,000 each at par value on a private placement basis. These preference shares were issued to Mr. Kaushik Kumar Roy, promoter and founder of Sky Gate, as partial consideration for the equity stake acquisition. The preference shares represent a significant portion of the total transaction value, accounting for Rs. 30 crore of the Rs. 57.5 crore deal.

Strategic Implications

The completion of this acquisition marks a significant milestone in Devyani International's expansion strategy. Sky Gate Hospitality's transition to wholly-owned subsidiary status provides the company with complete operational control and strategic flexibility. The transaction was initially announced on February 4, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Corporate Governance and Compliance

The transaction followed proper corporate governance procedures, including:

• Shareholder approval obtained through postal ballot process
• Board committee authorization for share allotment
• Regulatory disclosure compliance under SEBI regulations
• Transparent communication to stock exchanges

The company has fulfilled all regulatory requirements and disclosed the transaction details to both NSE and BSE, ensuring complete transparency with stakeholders and market participants.

Devyani International Limited has successfully concluded its postal ballot process, with shareholders approving two significant corporate restructuring proposals on March 8, 2026. The company, which operates popular food brands including KFC, Pizza Hut, and Costa Coffee, received overwhelming shareholder support for both special resolutions.

Postal Ballot Results Overview

The postal ballot process concluded with strong shareholder participation, covering a substantial portion of the company's equity base. As of the cut-off date of January 30, 2026, the company's total paid-up equity share capital stood at INR 1,23,28,72,291, divided into 1,23,28,72,291 equity shares of INR 1 each.

Resolution 1: Share Capital Re-classification

The first special resolution involved re-classification of the company's authorised share capital with consequential amendments to the Memorandum of Association. This resolution received approval from 95.32% of the voting shareholders, with 1,03,22,06,601 votes cast in favour against 5,07,07,358 votes in dissent.

The voting pattern across different shareholder categories showed strong support from promoters and retail investors. Promoter and promoter group shareholders voted unanimously in favour, while public institutional investors showed 81.48% support and public non-institutional investors demonstrated 99.95% approval.

Resolution 2: Preference Share Issuance

The second special resolution authorized the issuance of non-convertible redeemable preference shares on a private placement basis. This proposal secured 95.25% shareholder approval, with 1,03,08,03,907 votes in favour and 5,14,06,422 votes against.

Voting Process and Compliance

The postal ballot process was conducted in accordance with the Companies Act, 2013, and SEBI Listing Regulations. Neeraj Arora, a practicing company secretary from M/s Sanjay Grover & Associates, served as the scrutinizer for the voting process. The remote e-voting facility was provided through NSDL's platform, with the voting period extending from February 7, 2026, at 9:00 AM to March 8, 2026, at 5:00 PM.

A total of 941 shareholders participated in the voting process, representing significant shareholder engagement. The company published advertisements in Financial Express (English) and Jansatta (Hindi) newspapers on February 7, 2026, to inform eligible shareholders about the postal ballot notice.

Corporate Governance and Documentation

The voting results and scrutinizer's report have been uploaded on the company's website at www.dil-rjcorp.com and NSDL's e-voting platform. Pankaj Virmani, Chief Sustainability Officer and Company Secretary, submitted the voting results to both NSE and BSE on March 8, 2026, ensuring compliance with regulatory disclosure requirements.

The successful approval of both resolutions provides Devyani International with enhanced financial flexibility and strategic options for future growth initiatives. The company's strong shareholder support demonstrates confidence in management's strategic direction and corporate restructuring plans.