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Investor Presentation 01 January 2026 Merger Announcement
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2 Safe Harbor The information contained in this presentation is for information purposes only and does not constitute an offer or invitation to sell or the solicitation of an offer or invitation to purchase any securities (“Securities”) of Devyani International Limited (the “Company”) in India, the United States or any other jurisdiction. This presentation should not, nor should anything contained in it, form the basis of, or be relied upon in any connection with any contract or commitment whatsoever. This presentation is not an offer of securities for sale in the United States or elsewhere. This presentation does not constitute a prospectus, a statement in lieu of a prospectus, an offering circular, information memorandum, an invitation or advertisement or an offer document under the Companies Act, 2013, together with the rules thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 each as amended, or any other applicable law in India. This presentation may contain forward‐looking statements that involve risks and uncertainties. Forward‐looking statements are based on certain assumptions and expectations of future events. Actual future performance, outcomes and results may differ materially from those expressed in forward‐looking statements as a result of a number of risks, uncertainties and assumptions. There is no obligation on the Company or any of its directors, officers, employees, agents or advisers, or any of their respective affiliates, advisers or representatives to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise and none of them shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with this presentation. You are cautioned not to place undue reliance on these forward-looking statements, which are based on current view of the Company’s management on future events. The data and opinion expressed herein with respect to the Company is based on a number of assumptions and is subject to a number of known and unknown risks, which may cause the Company’s actual results or performance to differ materially from any projected future results or performance expressed or implied by such statements. Further, certain figures (including amounts, percentages and numbers), as applicable, have been rounded-off to the nearest number and may not depict the exact number. We use a variety of financial and operational performance indicators to measure and analyze our financial performance and financial condition from period to period and to manage our business. Further, financial or performance indicators used here, have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, analysis of our historical financial performance, as reported and presented in our financial statements. Further, past performance is not necessarily indicative of future results. This presentation has been prepared by the Company. This document is a summary only and does not purport to contain all of the information that may be required to evaluate any potential transaction and any recipient hereof should conduct its own independent analysis of the Company and their businesses, including the consulting of independent legal, business, tax and financial advisers. The information in this presentation has not been independently verified and has not been and will not be reviewed or approved by any statutory or regulatory authority or stock exchange in India. No representation, warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information and opinions in this presentation. Further, nothing in this document should be construed as constituting legal, business, tax or financial advice.
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Agenda 3 01 Transaction Highlights 03 Merger Rationale02 Expected Timelines04 Overview of Entities03
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01. Transaction Summary
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Transaction Highlights – Creating one of the largest QSR operators 5 ➢ Sapphire Foods India Limited (SFIL) to merge with and into Devyani International Limited (DIL) ➢ Merger through Share Swap. ➢ Swap Ratio – 177 shares of DIL to be issued for every 100 share of SFIL ➢ SFIL Promoters currently own 25.35% of SFIL (assuming full dilution from unvested ESOPs). • 18.5% of the paid-up capital to be bought by Arctic International – a group company (with an option to assign to a mutually agreed financial investor) • Balance to get swapped for DIL shares ➢ Deal subject to all customary approvals; Appointed date proposed as April 01, 2026. ➢ Registered offices of both the companies to be moved to the state of Haryana. ➢ Yum fully supportive of the deal and views India as high priority market with DIL partnership. ➢ Focus areas for the merged business – Expand KFC, Strengthen PH, grow non-Yum portfolio.
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Yum approval highlights – strengthening Yum brands in India 6 ➢ PH – ✓ Certain waivers to support and strengthen the brand. ✓ DIL to manage PH operations fully – inc. Marketing, Technology and SCM. ➢ Technology and SCM for KFC & PH will be transitioned to DIL in a phased manner, as DIL builds internal capabilities. ➢ NEW KFC and PH DAs will be executed in due course. ➢ DIL to also acquire 19 KFC outlets in Hyderabad operated currently by Yum. ➢ DIL to pay one-time fee to Yum! India towards merger approval and license for additional territories.
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Transaction Summary – Consummation expected in 12 – 15 months 7 02 Approvals 03 Timelines 01 Rationale ➢ Create one of the largest QSR company in India ➢ Pan-India operations across multiple cuisines and formats. ➢ Economies of scale benefits and operational synergies ➢ Stronger balance sheet to support accelerated expansion. ➢ Wider investor base and enhanced liquidity. ➢ Stock Exchanges & SEBI ➢ CCI ➢ NCLT ➢ Creditors ➢ Shareholders ➢ Any other regulatory approvals/ other consents, as may be required Merger shall be effective once NCLT approval is received and filed. Expected ~12-15 months for the merger process.
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02. Merger Rationale
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Creating one of the largest QSR players in India 91. Financials are for FY 2025, and in INR Millions. 2. Store count is as of Mar 31, 2025. 3. EBITDA is as reported in Consolidated Financials 4. Pro-forma financials are arithmetical sum of DIL & SFIL financials 5. Figures are as reported publicly by Sapphire; reproduced here on a best effort basis Store Count2 Revenues Op. EBITDA Op. EBITDA (%) 3,002 78,265 7,559 9.7% EBITDA EBITDA (%) 13,347 17.0% 963 28,754 2,616 9.1% 4,925 17.1% 2,039 49,511 4,943 10.0% 8,422 17.0% Net Worth 27,98513,96214,023 Borrowings 9,5171999,318 D/E 0.340.010.66 Pro-forma4 Gross Profit GPM (%) 53,872 68.8% 19,750 68.7% 34,122 68.9%
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India 74% Thailand 19% Sri Lanka 5% Nigeria 1%Nepal 1% Portfolio of leading brands spanning top global cuisines and local favorites 10 Chicken Cafe Pizza Local cuisine Contribution by Cuisine India will continue to drive most of the revenues 73% 22% 3% 3% Ratios are basis FY25 figures
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Scaled-up F&B operator - Multi-brand, Multi-format 11 High Street Mall & Food Court Airports Hospitals, Metros, etc. Highways Multiple offline formats Own Brands KFC Beverages Potential to scale up with attractive returns #1 Chicken brand Strong presence in fast growing segments Other Franchise Brands Pizza Hut Opportunistic expansion. Future optionality #2 Pizza brand Diversified portfolio with Omni-channel presence
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Potential synergies of ~2.5% at EBITDA level 12 Potential to realize up to ~210 - 225 Cr in synergy benefits on a steady-state basis. Full realisation expected in 2 years post Merger. Improved geographical diversification Centralized procurement across same brand stores Cohesive brand campaigns benefiting all stores Reduced corporate overheads Strengthened balance sheet to support growth Stronger cashflow generation Unified tech platform led initiatives to drive growth
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03. Overview of Entities
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Pro-forma financials - merged entity 141. Financials are for FY 2025, and in INR Millions. Revenues = Restaurant Sales for SFIL 2. Brand Contribution = Restaurant EBITDA for SFIL. 3. Store count is as of Mar. 31, 2025. 4. Pro-forma is arithmetical addition. Total may not add up to Consol figures due to inter-company eliminations, non-restaurant revenues. Excludes Maldives (for SFIL) since all stores were closed as on Mar 31, 2025 Store Count3 Revenues1 Brand Contribution2 Brand Contribution (%) 1,664 33,493 4,751 14.2% 836 24,489 3,428 14.0% 2,500 57,982 8,179 14.1% 127 4,228 652 15.4% 502 20,564 3,254 15.8% 306 14,881 2,314 15.5% 3,002 78,265 11,116 14.1% India International Consolidated Thailand 40 808 141 17.4% Nigeria 29 647 148 22.8% Nepal Sri Lanka Gross Profit Gross Margin (%) 23,298 71.4% 17,109 69.9% 41,037 70.8% 2,585 61.1% 13,079 63.6% 9,581 64.4% 53,872 68.5% 477 59.0% 436 67.5% Pro-forma4
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Current Shareholding Pattern – DIL & SFIL 15Data is as per public sources as of September 30, 2025; Figures are on a fully-diluted basis; Non-Promoter shareholding has been consolidated across all funds of an investment manager on best-effort basis Promoter Group Public Shareholders Domestic Mutual Funds Other Domestic Institutions 61.35% 38.65% 15.93% 3.81% Foreign Portfolio Investors Foreign Bodies 6.54% 3.94% Other Public Shareholders TOTAL 7.17% 100.00% 25.35% 74.65% 30.62% 5.61% 30.45% - 5.70% 100.00% Directors & KMP 1.25% 2.27% Shareholding Pattern Nippon Mutual Fund Dunearn Investments Sundaram Mutual Fund Sub-Total 4.95% 2.87% 1.32% 12.60% Franklin Mutual Fund Vanguard Funds 2.06% 1.40% HDFC Mutual Fund GIC/ Govt. of Singapore Fidelity Funds Sub-Total 9.34% 7.60% 3.39% 31.29% Nippon Mutual Fund Kotak Funds 7.37% 3.58% Top 5 Non-Promoter Shareholders
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04. Approvals needed & expected Timelines
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Approvals & Timelines 17 ~12 -15 months Board Approval Filing of scheme with Stock exchanges Receipt of NOC from stock exchanges Filing with NCLT Shareholders/creditor meeting NCLT, CCI and other regulatory processes for Merger Receipt of NCLT order Process for filing ROC Effective date of merger Issuance and listing of additional shares of Devyani Trading of additional shares of Devyani Secondary sale by Sapphire Promoter NCLT ApprovalCCI Approval Application for change in RO Approval for change in RO
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About Us About Devyani International Limited (DIL) Devyani International Limited is one of India’s largest chain quick service restaurant (QSR) operators, with a network of over 2,000 stores across more than 280 cities in India, Thailand, Nigeria, and Nepal. The Company’s portfolio represents a compelling blend of iconic global brands and successful homegrown concepts. DIL holds the distinction of being the largest franchisee of Yum! Brands in India and Nepal. In addition, DIL is the sole franchisee in India for several international brands, including Costa Coffee, Tea Live, New York Fries, and Sanook Kitchen. Complementing its global portfolio, DIL has developed strong indigenous brands such as Vaango, a South Indian vegetarian cuisine concept, and The Food Street, a food court format that brings multiple brands together under one roof to enhance consumer experience. DIL has also strengthened its Indian cuisine offerings through the acquisition of Sky Gate Hospitality, which owns popular brands such as Biryani By Kilo and Goila Butter Chicken. About Sapphire Foods India Limited (SFIL) Established in 2015, through the acquisition of KFC and Pizza Hut outlets in India and Sri Lanka, Sapphire Foods is a major franchisee operator for these restaurant brands. The company manages these restaurants across various channels, including dine-in, take-away, and online ordering, offering a diverse menu to a wide range of customers. Sapphire Foods has right to operate KFC outlets in 10 states and Pizza Hut outlets in 11 states in India and has right to operate internationally through its subsidiaries in Sri Lanka and Maldives with 1000+ restaurants of KFC, Pizza Hut, and Taco Bell restaurants across these territories.
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For more information, you may also reach out to: Manish Dawar / Rajiv Kumar Kaushik Vankadkar Devyani International Limited Sapphire Foods India Limited +91 124 478 6000 / +91 88601 68600 kaushik.vankadkar@sapphirefoods.in rajiv.kumar@dil-rjcorp.com Ms. Himani Singla Investor.relations@dil-rjcorp.com Vogabe Advisors Private Limited sapphirefoods@vogabe.com +91 95699 26021