Your Directors have pleasure in presenting the 35^th (Thirty Fifth) Board’s Report on the business and operations of your Company along
with the Audited Financial Statements for the Financial Year ended March 31,2026.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2026 is summarized below:

STATE OF THE COMPANY’S AFFAIRS

India’s foodservice industry continues to exhibit strong structural
growth, supported by favourable macroeconomic and demographic
trends, including rising incomes, rapid urbanisation, and a young,
aspirational population. The industry is transitioning from an
unorganised base to a more structured and branded ecosystem,
with organised players steadily gaining share. While full-service
restaurants remain relevant for experiential dining, there is a
clear shift toward convenience-oriented formats such as delivery,
takeaway and cloud kitchens. Advancements in technology and
expansion into non-metro cities are unlocking new demand
avenues, improving operational efficiency, and broadening the
industry’s addressable market.

The Company continues to benefit from strong structural growth
drivers underpinning India’s Quick Service Restaurant (QSR)
industry and is well positioned to deliver sustainable long-term
growth. Anchored by a balanced portfolio of global and homegrown

brands, robust operational capabilities, diversified formats, and a
clearly defined strategy to evolve into a "House of Brands" platform,
the Company has established a strong foundation. Supported by
strategic investments and ongoing transformation initiatives, it is
poised to further consolidate its leadership position in India while
expanding its presence in high-potential international markets.

During the financial year, the Company acquired Sky Gate
Hospitality Private Limited, home to fast-growing brands such as
Biryani by Kilo and Goila Butter Chicken, marking its entry into
the sizable and underpenetrated Indian cuisine segment, helping
reduce dependence on global QSR formats. In January 2026, the
Company announced a proposed merger with Sapphire Foods India
Limited, with the combined entity expected to operate over 3,000
stores globally and generate approximately USD 1 billion in annual
revenues, positioning it among the largest franchise platforms
for global QSR brands in India. The merger is expected to unlock
synergies across procurement, supply chain, brand expansion

and capital allocation. The Company also advanced its strategic
transition towards a multi-brand, multi-format platform by securing
franchise rights for emerging international brands such as New York
Fries and Sanook Kitchen and expanding into new categories such
as youth-focused snacking and Thai cuisine, while aligning with the
growing "food-on-the-go" trend.

Operationally, the Company maintained steady momentum through
consistent store additions, improved contributions from international
markets, and successful turnaround of underperforming segments.
The Company has also achieved profitability milestones in recently
acquired brands well ahead of planned timelines, reflecting
disciplined execution. Its focus remains on enhancing store
economics, driving same-store sales growth, and improving
margins through efficiency-led initiatives.

Against the backdrop of a structurally strong and evolving industry,
the Company remains well-positioned to sustain long-term
growth, supported by its robust performance, strategic initiatives,
and continued focus on digital capabilities, scalable expansion,
and diversified offerings, enabling it to capitalise on emerging
opportunities and deliver sustainable value creation.

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

In view of losses, your Directors have not recommended any
dividend on equity shares for the year under review. 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
Authorized Share Capital:

During the year under review, the shareholders of the Company
vide their special resolution passed by way of Postal Ballot dated
March 8, 2026, approved re-classification of the authorised share
capital of the Company and consequential amendments to the
Capital Clause of the Memorandum of Association ("MOA") of the
Company. Upon re-classification, the Authorised Share Capital of
the Company stands at T 5,67,50,00,000/- (Rupees Five Hundred

Sixty Seven Crore and Fifty Lakh only) divided into 4,67,50,00,000
equity shares of T 1/- each and 10,00,000 Preference Shares of
T 1,000/- each.

Issued, Subscribed and Paid-up Share Capital:

During the year under review, the issued, subscribed and paid-up
equity share capital of the Company has increased from T 120.63
crore comprising 1,20,62,66,378 equity shares of the face value
of T 1/- each to T 123.29 crore comprising 1,23,29,39,791 equity
shares of the face value of T 1/- each pursuant to (a) allotment
of 2,37,18,413 equity shares having face value of T 1/- each, at
an issue price of T 176.78/- per equity share (including premium
of T 175.78/-) aggregating to ~ T 419.3 crore, to discharge part
consideration for the acquisition of ~ 80.72% equity stake, on fully
diluted basis, in Sky Gate Hospitality Private Limited ("Sky Gate")
along with its subsidiaries, on a preferential basis ("Preferential
Issue") , in accordance with the provisions of Chapter V of the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018,
the Act and other applicable laws; and (b) allotment of 29,55,000
equity shares having face value of T 1/- each under the Employees
Stock Option Scheme 2021 ("ESOP Scheme 2021").

The above allotted equity shares rank pari-passu in all respects with
the existing equity shares of the Company, including dividend and/
or any corporate benefits declared by the Company from time-to-
time.

During the year under review, the Company has also allotted 3,00,000
Non-convertible Redeemable Preference Shares of T 1,000/- each
at par, on a private placement basis for an aggregate amount of
T 30 crore, to the promoter/ founder of Sky Gate, to discharge the
part consideration towards the acquisition of additional equity stake
in Sky Gate.

EMPLOYEES STOCK OPTION SCHEME

Your Company has ESOP Scheme 2021 that is in compliance
with SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended from time to time ("SEBI ESOP
Regulations") and there has been no change to the ESOP Scheme
2021 during the year under review.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay
Grover & Associates, Company Secretaries, has been received
confirming that the ESOP Scheme 2021, has been implemented in
compliance with the SEBI ESOP Regulations and in accordance with
resolutions passed by the shareholders of the Company. A copy
of the certificate is available 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
57.98% of the paid-up equity share capital of the Company as of
March 31, 2026. The Promoter(s)/ Promoter Group, including RJ
Corp Limited, held 61.36% of the paid-up equity share capital of the
Company as of March 31, 2026.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND
CONSOLIDATED FINANCIAL STATEMENTS

On June 10, 2025, the Company acquired ~ 80.72% equity stake,
on fully diluted basis, in Sky Gate. Hence, Sky Gate along with its
subsidiaries namely Blackvelvet Hospitality Private Limited, Say
Chefs Eatery Private Limited and Peanutbutter and Jelly Private
Limited ("Peanutbutter") became subsidiaries of the Company.
Subsequently, the Company acquired the remaining equity stake in
Sky Gate from the Promoters/ Founders of Sky Gate, accordingly,
Sky Gate became a wholly-owned subsidiary of the Company w.e.f.
March 7, 2026.

Further, during the year under review, Sky Gate sold its entire 51%
equity stake held in Peanutbutter, consequent to which Peanutbutter
ceased to be a subsidiary of Sky Gate and a step-down subsidiary of
the Company w.e.f. January 8, 2026.

As on March 31, 2026, 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;

- Devyani PVR INOX Private Limited, subsidiary;

- Sky Gate Hospitality Private Limited, wholly-owned subsidiary;

o Blackvelvet Hospitality Private Limited, wholly-owned
subsidiary; and

o Say Chefs Eatery Private Limited, wholly-owned
subsidiary.

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.

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") 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’ 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,
2026, 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. 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. The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all related party transactions.

All contracts/ arrangements/ transactions, as defined in Section
188 of the Act, entered into by the Company during the Financial
Year 2025-26 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/ arrangements/ 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 2025-26 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.

REGISTERED OFFICE

During the year under review, the shareholders of the Company
vide their resolution passed by Postal Ballot dated February 6, 2026
had approved the shifting of registered office of the Company from
‘National Capital Territory of Delhi’ to the ‘State of Haryana’, subject
to requisite approvals. Subsequently, the Hon’ble Regional Director
(Northern Region), Ministry of Corporate Affairs, vide its order dated
March 20, 2026, approved the shifting of registered office and the
same was taken on record by the Registrar of Companies, Haryana.
Accordingly, the registered office of the Company is now situated
at: Plot No. 18, Sector - 35, Gurugram - 122004, Haryana. Pursuant
to the change of registered office from ‘National Capital Territory of
Delhi’ to the ‘State of Haryana’, the Corporate Identification Number
(CIN) of the Company changed from L15135DL1991PLC046758 to
L15135HR1991PLC143853.

SCHEME OF AMALGAMATION/ ARRANGEMENT

During the year under review, the Board of Directors of your
Company with a view to consolidate the KFC and Pizza Hut QSR
operations into a single entity in India, excluding captive markets
such as airports and railway stations, had approved a Scheme
of Arrangement involving Sapphire Foods India Limited ("SFIL"/
"Transferor Company"), a company listed on BSE Limited ("BSE")
and the National Stock Exchange of India Limited ("NSE"), Devyani
International Limited ("DIL"/ "Transferee Company"/ "the Company")
and their respective shareholders, pursuant to Sections 230 to 232
and other applicable provisions of the Act ("Scheme SFIL"). The
Appointed Date of the Scheme SFIL is opening hours of April 1,2026.
Upon the Scheme SFIL becoming effective and in consideration of
the amalgamation, the Transferee Company shall issue and allot
177 (One Hundred Seventy Seven) fully paid up equity shares of
T 1/- each of the Transferee Company for every 100 (One Hundred)
fully paid up equity shares of T 2/- each held by shareholders of
the Transferor Company. The Scheme SFIL is subject to receipt of
requisite regulatory approvals. The Company has filed an application
in terms of Regulation 37 of the SEBI Listing Regulations to obtain
‘No Objection Letter’ and the application is pending for approval.

Further, during the year under review, the Board of Directors of
your Company had also approved a Scheme of Amalgamation
involving merger/ amalgamation of Sky Gate, Blackvelvet Hospitality
Private Limited, Say Chefs Eatery Private Limited, wholly-owned
subsidiaries (hereinafter collectively referred to as ‘Transferor
Companies’) with and into DIL and their respective shareholders,
pursuant to Sections 230 to 232 and other applicable provisions of
the Act ("Scheme WOS") . The Appointed Date of the Scheme WOS
is opening hours of April 1, 2025. In terms of Regulation 37(6) of

the SEBI Listing Regulations, the Company had filed the Scheme
WOS along with requisite documents with NSE and BSE and had
filed the First Motion Application with the Hon’ble National Company
Law Tribunal at Chandigarh Bench ("NCLT"). The Scheme WOS is
pending before the Hon'ble NCLT for approval. Post sanction of the
Scheme WOS, no shares would be issued by the Company, since
the Transferor Companies are direct and/ or indirect wholly-owned
subsidiaries of the Company.

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

Ater a long and a very successful tenure with the Company,
Mr. Virag Joshi, Whole-time Director (President & CEO)
(DIN: 01821240) of the Company superannuated from the whole¬
time services of the Company w.e.f. close of business hours of
March 31, 2026, and thereafter, he continues as a Non-executive
Director of the Company and provides strategic advisory services
as and when required. The Board placed on record its deep
appreciation and gratitude to Mr. Joshi for his commitment,
dedication, exemplary services and contributions in the growth and
expansion of the Company.

The Board of Directors, on the recommendation of Nomination and
Remuneration Committee, at its meeting held on February 4, 2026,
approved the elevation of Mr. Manish Dawar (DIN: 00319476),
Whole-time Director of the Company, and designated him as
‘President & Group Chief Executive Officer’ of the Company, w.e.f.
April 1, 2026.

Subsequently, the Board of Directors, on the recommendation of
Nomination and Remuneration Committee, at its meeting held on
May 15, 2026, re-appointed Mr. Manish Dawar as a Whole-time
Director of the Company, designated as ‘President & Group Chief
Executive Officer’ of the Company, liable to retire by rotation, for a
period of up to 3 (Three) years w.e.f. February 17, 2027 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. Raj
Gandhi (DIN: 00003649) and Mr. Manish Dawar (DIN: 00319476),
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 35^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 35^th AGM.

Key Managerial Personnel

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

As at March 31, 2026, 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.

The Board of Directors, on the recommendation of Nomination and
Remuneration Committee, at its meeting held on February 4, 2026,
approved the appointment of Mr. Anupam Kumar as Chief Financial
Officer of the Company w.e.f. April 1,2026. Accordingly, Mr. Kumar
is also designated as a Key Managerial Personnel of the Company
w.e.f. April 1, 2026, in accordance with the provisions of Section
203 of the Act.

Consequent to the aforesaid changes, effective April 1, 2026, the
Key Managerial Personnel of the Company comprise Mr. Manish
Dawar, Whole-time Director (President & Group Chief Executive
Officer), Mr. Anupam Kumar, Chief Financial Officer and Mr. Pankaj
Virmani, Company Secretary and Compliance Officer 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 31,2026. 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, 2026, 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 SEBI
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 Act 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 Non-Independent Directors,

Chairman and Board as a whole, at a separate meeting of
Independent Directors held on March 31,2026.

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
companysecretary@dil-rjcorp.com. 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 34^th AGM held on July 28, 2025, had
re-appointed Walker Chandiok & Co LLP, Chartered Accountants
(Firm Registration Number: 001076N/N500013) as Joint Statutory
Auditors of the Company to hold office for a second term of 5
(Five) consecutive years from the conclusion of 34^th AGM till the
conclusion of 39^th AGM of the Company to be held in the year 2030.

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^th AGM of the Company to be
held in the year 2027.

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 2025-26
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 2025-26.

SECRETARIAL AUDITORS

The Members at their 34^th AGM held on July 28, 2025, had appointed
M/s. Sanjay Grover & Associates, Company Secretaries (Firm
Registration Number: P2001DE052900) as Secretarial Auditors of
the Company to hold office for a period of 5 (Five) consecutive
years from the conclusion of 34^th AGM till the conclusion of 39^th
AGM of the Company to be held in the year 2030.

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

The Secretarial Audit Report for the Financial Year ended March
31, 2026 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.

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 and the same is
available on the website of the Company i.e. https://dil-rjcorp.com/
policies/. 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
("ICC") 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, five complaints were
pending with the ICC and during the year eleven complaint(s) were
received. The ICC disposed off sixteen complaints and no complaint
was pending as at March 31, 2026. Out of the complaint(s), two
case(s)/ complaint(s) were pending for more than ninety days. In
the said cases, the complainant(s) were internal employee(s) of
the Company, while the respondent(s) were employed by external

organization(s). Hence, the Internal Committee of the respective
respondent’s employer conducted the inquiry and proceedings
in accordance with the provisions of the POSH. Consequently,
inter-organizational coordination and procedural dependencies
contributed to an extended resolution timeline.

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
athttps://www.dil-rjcorp.com/wp-content/uploads/2022/03/VigN-
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 athttps://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 2025-26 as
required under Section 134 and 135 of the Act read with Rules
made thereunder is attached to this report as Annexure - C.

DIRECTORS’ 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, 2026, 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 31,2026 and
of the Loss 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) they have prepared the annual accounts on a going concern
basis;

(v) t hey 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) of the Act 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 2025-26 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 maintaining 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 NSE and BSE having
nation-wide trading terminals. Annual Listing Fee for the Financial
Year 2026-27 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-govemance/.

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. I ssue 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 2025-26.

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 2025-26 till the date of this
Report, which would affect the financial position of your
Company.

The Company is in compliance with the applicable provisions relating
to maternity benefits as prescribed under the Maternity Benefit Act,
1961/ the Code on Social Security, 2020.

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
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 15, 2026 DIN: 00003668