DEVYANI - Devyani Intl.
π’ Recent Corporate Announcements
Devyani International's wholly-owned subsidiary, Sky Gate Hospitality Private Limited, has received a tax demand order of INR 59.52 million for the Assessment Year 2024-25. The demand, issued under section 143(3) of the Income-tax Act, pertains to alleged excess premium on share issuance during the 2023-24 financial year. The company has clarified that this order does not have a material impact on its consolidated financial or operational activities. Sky Gate is currently evaluating the order and intends to contest it by filing an appeal with the relevant authorities.
- Total tax demand of INR 59.52 million issued by the Assessment Unit of the Income Tax Department.
- The order relates to Assessment Year 2024-25 concerning share premium valuations in FY 2023-24.
- The demand is specifically against Sky Gate Hospitality Private Limited, a 100% subsidiary of Devyani International.
- Management confirms there is no material impact on the company's overall financial health or operations.
- The company is in the process of filing an appeal against the demand order.
Devyani International Limited has announced the closure of its trading window starting April 1, 2026, in compliance with SEBI Insider Trading regulations. The window will remain closed until 48 hours after the declaration of the company's Annual Financial Results for the fiscal year ending March 31, 2026. During this period, all designated insiders are prohibited from dealing in the company's securities. The specific date for the board meeting to approve these financial results will be communicated separately in the future.
- Trading window closure effective from Wednesday, April 1, 2026
- Closure pertains to the Annual Financial Results for the year ending March 31, 2026
- Window to reopen 48 hours after the official announcement of results
- Compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015
Devyani International is strengthening its Thailand operations by investing approximately βΉ3,473 million (THB 1,210 Mn) into its subsidiary, Restaurants Development Co., Ltd. (RD), which operates 274 KFC outlets. The funding involves a βΉ1,148 million convertible loan from the parent company and a βΉ2,325 million bank loan secured by a corporate guarantee from Devyani. While the total investment is large, the net cash outflow for the group is limited to βΉ1,148 million as a significant portion will be used to retire existing internal debt. This move is aimed at funding capital expenditure and working capital to drive growth in the Thai market.
- Total investment of ~βΉ3,473 million (THB 1,210 Mn) in Thailand subsidiary RD to fund capex and working capital.
- Parent company providing a corporate guarantee of ~βΉ2,325 million (THB 810 Mn) for a loan from Axis Bank, Dubai.
- RD operates 274 KFC restaurants in Thailand with a reported FY25 turnover of ~THB 6.13 billion.
- Net group investment is limited to ~βΉ1,148 million (THB 400 Mn) as the remainder retires existing internal debt.
- The transaction and investment process are expected to be completed by June 30, 2026.
Devyani International has approved an investment of ~THB 1,210 Mn (~INR 3,473 Mn) into its Thai subsidiary, Restaurants Development Co., Ltd. (RD), which operates 274 KFC outlets. The capital will be used to retire THB 810 Mn in debt and provide THB 400 Mn for working capital and capex requirements. The parent company will provide a corporate guarantee for a short-term loan from Axis Bank Dubai and issue a convertible loan to facilitate the transaction. This strategic move aims to strengthen the balance sheet of the Thai operations following the initial acquisition.
- Total investment of ~INR 3,473 Mn into Thai KFC operator RD to strengthen its balance sheet.
- RD operates 274 KFC restaurants in Thailand with a reported FY25 turnover of THB 6.13 Bn.
- Parent company to provide a corporate guarantee of ~INR 2,325 Mn for a loan from Axis Bank Dubai.
- Net fresh investment by the group stands at ~INR 1,148 Mn (THB 400 Mn).
- The transaction and funding process are expected to be completed by June 30, 2026.
Devyani International Limited has scheduled a physical group meeting with institutional investors on March 18, 2026. The meeting is part of the CLSA India's 2nd On Road Consumer Tour 2026 and will take place in Gurugram. The company has explicitly stated that no Unpublished Price Sensitive Information (UPSI) will be shared during this event. This disclosure is a routine compliance requirement under SEBI Listing Regulations to ensure transparency regarding investor interactions.
- Participation in CLSA India's 2nd On Road Consumer Tour 2026 scheduled for March 18, 2026
- The event will be a physical group meeting held in Gurugram
- Disclosure made in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015
- Company confirms that no Unpublished Price Sensitive Information (UPSI) will be disclosed
Devyani International's board has approved the merger of three wholly-owned subsidiariesβSky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eateryβinto the parent company. Sky Gate, the largest of the three, contributed βΉ2,657.57 million in turnover for FY25 and operates the 'Biryani By Kilo' brand concept. The merger aims to streamline corporate tiers, reduce operational costs, and achieve better business synergies. Since these are wholly-owned subsidiaries, no new shares will be issued, and the shareholding pattern of Devyani remains unchanged.
- Merger involves Sky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eatery into Devyani International.
- Sky Gate Hospitality reported a standalone turnover of βΉ2,657.57 million and a net worth of βΉ761.14 million in FY25.
- The combined turnover of the three subsidiaries being merged is approximately βΉ2,975 million based on FY25 figures.
- No fresh shares will be issued as the entities are 100% owned, resulting in zero equity dilution for existing shareholders.
- The appointed date for the scheme is set as April 1, 2025, subject to NCLT and regulatory approvals.
Devyani International (DIL) has approved the merger of three wholly-owned subsidiariesβSky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eateryβinto the parent company. Sky Gate Hospitality is the most significant entity, reporting a turnover of βΉ2,657.57 million for FY25 and operating over 100 outlets. As these are 100% subsidiaries, no new shares will be issued, and the shareholding pattern remains unchanged. The consolidation aims to drive business synergies, reduce operational costs, and optimize resource utilization across its QSR portfolio.
- Merger of Sky Gate, Blackvelvet, and Say Chefs into Devyani International approved by the Board.
- Sky Gate Hospitality contributed βΉ2,657.57 million in standalone turnover for the financial year ended March 31, 2025.
- No fresh shares will be issued as the merging entities are already direct or indirect wholly-owned subsidiaries.
- The appointed date for the scheme of amalgamation is set for April 1, 2025.
- The merger consolidates over 100 outlets across 40+ cities, including brands like 'Handi Biryani'.
Devyani International Limited has received shareholder approval for two major special resolutions via a postal ballot concluded on March 8, 2026. The resolutions include the re-classification of the company's Authorised Share Capital and the issuance of Non-convertible Redeemable Preference Shares (NCRPS) on a private placement basis. Both resolutions passed with a majority of over 95%, despite a notable 18.5% dissent from institutional investors. This approval provides the company with the necessary regulatory clearance to proceed with its capital restructuring and fundraising plans.
- Resolution for re-classification of Authorised Share Capital passed with 95.32% majority assent.
- Issuance of Non-convertible Redeemable Preference Shares (NCRPS) approved with 95.25% majority.
- Total voter participation represented 87.84% of the company's total paid-up equity share capital.
- Institutional investors showed significant dissent, with 18.77% voting against the NCRPS issuance.
- Promoter group, holding 75.66 crore shares, voted 100% in favor of both resolutions.
Devyani International Limited has confirmed the resignation of Mr. Shivashish Pandey from his role as CEO-Yum Brands, effective February 28, 2026. This change in Senior Management Personnel was previously announced on February 4, 2026, following his resignation letter dated November 24, 2025. The Yum Brands segment, which includes major franchises like KFC and Pizza Hut, is a core revenue driver for the company. Investors should monitor the transition process and the appointment of a successor to ensure operational stability in these key brands.
- Mr. Shivashish Pandey resigned as CEO-Yum Brands effective close of business hours on February 28, 2026.
- The resignation letter was originally submitted to the management on November 24, 2025.
- The company had previously disclosed this management change to the exchanges on February 4, 2026.
- The disclosure is in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Devyani International Limited has announced its participation in the 'Kotak Securities - Chasing Growth 2026' conference. The event is scheduled for February 24, 2026, and will be held as a physical group meeting in Mumbai. The company has explicitly stated that no Unpublished Price Sensitive Information (UPSI) will be shared during this interaction. Such meetings are standard practice for listed companies to engage with institutional investors and discuss general business outlooks.
- Participation in Kotak Securities - Chasing Growth 2026 conference
- Meeting scheduled for February 24, 2026, in Mumbai
- Format of the interaction is a physical group meeting
- Compliance disclosure under Regulation 30 of SEBI Listing Regulations
Devyani International reported an 11.3% YoY revenue growth to βΉ1,441 crore for Q3 FY26, driven by steady expansion in its KFC portfolio and international operations. The company announced a significant leadership transition, with CFO Manish Dawar elevated to CEO effective April 1, 2026, following the retirement of Virag Joshi. Management highlighted that the proposed merger with Sapphire Foods is on track, expected to create a platform with over 3,000 stores and annual synergies of βΉ210-225 crore. Notably, the company is pausing net new store additions for Pizza Hut in 2026 to focus on turning around loss-making units.
- Consolidated revenue reached βΉ1,441 crore, up 11.3% YoY, with India operations growing 12.1%.
- KFC India added 54 net new stores in Q3, bringing the total brand count to 788 stores.
- Sky Gate brands (Biryani by Kilo) achieved brand EBITDA break-even ahead of the company's initial guidance.
- Estimated annual synergies from the Sapphire Foods merger are projected between βΉ210 crore and βΉ225 crore.
- CFO Manish Dawar to succeed Virag Joshi as CEO on April 1, 2026; Anupam Kumar appointed as new CFO.
Devyani International has allotted 67,500 equity shares to employees following the exercise of options under the Employees Stock Option Scheme 2021. The shares were issued at an exercise price of Rs. 43.328 per share, which includes a premium of Rs. 42.328. This allotment results in a marginal increase in the company's paid-up share capital to 1,23,29,39,791 shares. The dilution effect is negligible, representing less than 0.01% of the total equity base.
- Allotment of 67,500 equity shares of face value Re. 1 each on February 10, 2026
- Exercise price for the allotment fixed at Rs. 43.328 per share
- Total paid-up share capital increased from 1,23,28,72,291 to 1,23,29,39,791 equity shares
- Newly allotted shares rank pari-passu with existing equity shares in all respects
Devyani International Limited has received shareholder approval via a postal ballot to relocate its registered office from Delhi to the State of Haryana. The special resolution passed with an overwhelming majority, receiving 99.998% of the total valid votes cast. This administrative move involves a consequential amendment to Clause II of the company's Memorandum of Association. The voting process saw high participation, with approximately 88.98% of the total paid-up equity capital being polled.
- Special resolution to shift the registered office from Delhi to Haryana approved with 99.998% majority.
- A total of 1,09,69,61,702 votes were cast in favor, while only 17,069 votes were against.
- Total votes polled represented 88.98% of the company's 123.28 crore total equity shares.
- The resolution was passed on February 6, 2026, following a month-long remote e-voting period.
Devyani International is seeking shareholder approval via postal ballot to issue Non-convertible Redeemable Preference Shares (RPS) worth approximately Rs 30 crore. These shares are being issued as non-cash consideration to Mr. Kaushik Kumar Roy for the acquisition of 12,254 equity shares in the company's subsidiary, Sky Gate Hospitality Private Limited. The company also proposes to re-classify its authorized share capital to accommodate this issuance. Remote e-voting for these special resolutions will take place between February 7 and March 8, 2026.
- Issuance of 3,00,000 Non-convertible Redeemable Preference Shares at a face value of Rs 1,000 each.
- Total transaction value for the subsidiary stake acquisition is approximately Rs 30 crore.
- Acquisition involves 12,254 equity shares of Sky Gate Hospitality Private Limited.
- Authorized share capital re-classified to Rs 567.5 crore, split between equity and preference shares.
- The RPS will be non-participating, non-cumulative, and will not be listed on stock exchanges.
Devyani International Limited has announced its participation in two upcoming institutional investor conferences in Mumbai. The company will attend the Nuvama India Conference on February 10, 2026, followed by the Axis Capital Advantage India Conference on February 11, 2026. Both events are structured as physical group meetings to facilitate interaction with the investment community. The company has explicitly stated that no unpublished price sensitive information will be shared during these interactions.
- Scheduled to attend Nuvama India Conference 2026 on February 10, 2026
- Participation in Axis Capital's Flagship India Conference on February 11, 2026
- Both events are physical group meetings held in Mumbai
- Management confirms no UPSI will be disclosed during these sessions
Financial Performance
Revenue Growth by Segment
Consolidated revenue grew 39.2% YoY to INR 4,951.1 Cr in FY 2024-25. In Q2 FY26, Indian operations (including Sky Gate) grew 12.1% YoY to INR 937 Cr, while the International business grew 14% YoY to INR 450 Cr. Own brands (Vaango, Biryani By Kilo, Goila) recorded INR 86 Cr in revenue.
Geographic Revenue Split
India remains the primary market contributing approximately 68% of Q2 FY26 revenue (INR 937 Cr), while International markets (Thailand, Nigeria, Nepal) contribute approximately 32% (INR 450 Cr).
Profitability Margins
Gross margins stood at 67.8% in Q2 FY26, a decline from 69.7% in the previous year primarily due to the consolidation of the Sky Gate portfolio. Net Profit Margin improved to 0.71% in FY 2024-25 from -0.20% in the previous year due to lower expenses and provisions.
EBITDA Margin
Reported EBITDA margin was 14.1% in Q2 FY26 (INR 194 Cr). On a pre-IND AS basis, consolidated operating EBITDA margin was 6.8% (INR 93 Cr), down from 8.1% in the previous quarter due to the full impact of Sky Gate consolidation and start-up costs for new brands.
Capital Expenditure
The company is engaged in aggressive expansion, opening 257 new stores in FY 2024-25 and reaching a total of 2,184 stores by September 2025. While specific total INR Cr capex for the next year is not disclosed, the focus remains on Tier II and Tier III city penetration.
Credit Rating & Borrowing
Interest Coverage Ratio declined 35% to 1.12x in FY 2024-25. Finance costs increased 41.7% YoY to INR 264.8 Cr due to the full-year impact of term loans availed in FY 2023-24.
Operational Drivers
Raw Materials
Food and beverage ingredients represent 98.31% of the business activity. Specific inputs include poultry for KFC, dairy and flour for Pizza Hut, and specialized ingredients like Chana for the new 'Chana Burger'.
Import Sources
Sourced across 32 States and Union Territories in India and 3 international locations (Thailand, Nigeria, Nepal).
Capacity Expansion
Current store count is 2,184 as of September 2025, including 1,100 KFC stores and 630 Pizza Hut stores. The company added 257 stores in FY 2024-25 and continues testing new brands like Tealive (6 outlets).
Raw Material Costs
Gross profit was INR 3,412.2 Cr in FY 2024-25 (68.9% of revenue). Gross margins in India declined 1.9% YoY to 69.7% in Q2 FY26 due to input cost changes and the consolidation of lower-margin portfolios like Sky Gate.
Manufacturing Efficiency
Efficiency is driven by 'Digital Acceleration' and 'Delivery Optimization' to improve brand contribution margins, which were 11.7% in Q2 FY26.
Logistics & Distribution
Distribution is optimized through digital transformation in HR and operational processes to enhance agility and support a future-ready talent pool.
Strategic Growth
Expected Growth Rate
39%
Growth Strategy
Growth is driven by a 'Focused and Scalable Expansion' strategy targeting Tier II and Tier III cities, penetration into institutional channels like airports and food courts (e.g., Devyani PVR INOX JV), and the turnaround of the Sky Gate portfolio to breakeven by March 2026.
Products & Services
Quick Service Restaurant (QSR) products including fried chicken, pizza, coffee, biryani, burgers, and bubble tea.
Brand Portfolio
KFC, Pizza Hut, Costa Coffee, Vaango, Biryani By Kilo, Goila Butter Chicken, Tealive, New York Fries, Sanook Kitchen.
New Products/Services
Launched 'Chana Burger' and 'Epic Savers' campaign to cater to value-conscious consumers; testing 'Tealive' bubble tea with 6 initial outlets.
Market Expansion
Expanding into food courts via Devyani PVR INOX Private Limited and increasing international footprint in Thailand, which showed strong performance with 16.7% brand contribution margins.
Strategic Alliances
Joint Venture with PVR INOX (Devyani PVR INOX) for food court operations; franchise agreements for Yum! Brands (KFC, Pizza Hut) and Costa Coffee.
External Factors
Industry Trends
The QSR industry is seeing a shift toward 'value layers' and institutional channel penetration (airports/transit zones) to offset weak high-street demand. DIL is positioning itself by diversifying its brand portfolio and optimizing delivery.
Competitive Landscape
Competes with other global and local QSR players; currently focusing on 'Epic Savers' to compete in the value segment.
Competitive Moat
Moat is built on a diversified portfolio of global iconic brands (KFC, Pizza Hut) and a strong presence in high-traffic transit hubs. Sustainability is supported by a robust internal control framework and strategic expansion into under-penetrated Tier II/III cities.
Macro Economic Sensitivity
High sensitivity to inflation and consumer sentiment; management notes that demand remains weak and consumers are becoming highly value-conscious.
Consumer Behavior
Shift toward value-conscious purchasing; consumers respond well to promotions but demand drops when promotions are withdrawn.
Geopolitical Risks
Exposure to international market volatility in Nigeria, Thailand, and Nepal.
Regulatory & Governance
Industry Regulations
Compliance with food safety standards and local restaurant licensing across 32 Indian states and 3 international countries.
Environmental Compliance
Disclosures made under Business Responsibility & Sustainability Report (BRSR) on a standalone basis.
Taxation Policy Impact
Subject to standard corporate tax; impacted by the introduction of GST 2.0, though the full impact is still being assessed.
Risk Analysis
Key Uncertainties
Integration and turnaround of the Sky Gate portfolio, which currently operates at a brand-level loss (approx. INR 3-3.5 Cr quarterly); sustainability of margins amidst high promotional intensity.
Geographic Concentration Risk
India accounts for the majority of operations (32 states/UTs), with specific regional risks like heavy rains in East India impacting KFC sales during Pujo.
Third Party Dependencies
High dependency on franchisors (Yum! Brands and Costa International) for brand rights and operational standards.
Technology Obsolescence Risk
Mitigated through 'Digital Acceleration' and ongoing system performance audits to protect against cybersecurity threats.
Credit & Counterparty Risk
Debtors Turnover ratio remained stable in FY 2024-25, indicating consistent collection cycles.