Devyani International Limited

________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Corporate Office: Plot No-18, Sector-35, Gurugram - 122004, Haryana (India) • Tel.: +91-124-4566300, 4786000
E-mail: [email protected] • Website: www.dil-rjcorp.com;
CIN: L15135DL1991PLC046758
June 6, 2022

To,

National Stock Exchange of India Ltd. BSE Limited

Exchange Plaza, Block G, C/1, Bandra Kurla Phiroze Jeejeebhoy Towers,
Complex, Bandra (E), Mumbai – 400 051 Dalal Street, Mumbai – 400 001
Email: [email protected] Email: [email protected]
Symbol: DEVYANI Security Code: 543330

Sub: Notice of 31st Annual General Meeting and Annual Report of the Company for the
Financial Year ended March 31, 2022

Dear Sir/Madam,

In continuation to our letter dated May 2, 2022, as required under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the following:

1. Notice of the 31st Annual General Meeting of the Company scheduled to be held on Tuesday, June
28, 2022 at 11:00 A.M. (IST) through Video Conferencing / Other Audio Visual Means facility,
without the physical presence of Members at a common venue, in compliance with the applicable
provisions of the Companies Act, 2013 and Rules framed thereunder and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 read with General Circular Nos.
14/2020, 17/2020, 20/2020, 02/2021, 21/2021 and 2/2022 dated April 8, 2020, April 13, 2020,
May 5, 2020, January 13, 2021, December 14, 2021 and May 5, 2022 respectively, issued by the
Ministry of Corporate Affairs; and

2. Annual Report of the Company for the Financial Year ended March 31, 2022.

You are requested to take the above on record.

Yours faithfully,
For Devyani International Limited

Varun Kumar Prabhakar

Company Secretary & Compliance Officer

Encl: As above

[[

__________________________________________________________________________________________________________________________
Registered Office : F-2/7, Okhla Industrial Area Phase-I, New Delhi-110020 (India) Tel. : +91 11 41706720-725
Devyani International (Nigeria) Pvt. Ltd. • Devyani International (Nepal) Pvt. Ltd. • Devyani Food Street Pvt. Ltd.
 Notice

Devyani International Limited

Registered Office: F-2/7, Okhla Industrial Area, Phase I, New Delhi-110 020; Tel: +91 11 41706720
Corporate Office: Plot No-18, Sector-35, Gurugram - 122004, Haryana
Tel: +91-124-4566300, 4786000
E-mail: [email protected]; Website: www.dil-rjcorp.com
Corporate Identity Number: L15135DL1991PLC046758

NOTICE
Notice is hereby given that 31st (Thirty First) Annual General term of upto 5 (five) consecutive years to hold office
Meeting (‘AGM’) of Devyani International Limited (‘the from the conclusion of this Annual General Meeting
Company’) will be held on Tuesday, June 28, 2022 at 11:00 (‘AGM’) till the conclusion of 36th (Thirty Sixth) AGM
A.M. IST through Video Conferencing (‘VC’) / Other Audio- of the Company to be held in the year 2027, at such
Visual Means (‘OAVM’) facility, to transact the following remuneration as shall be fixed by the Board of Directors
business: of the Company or any Committee of the Board (‘the
Board’).
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Standalone RESOLVED FURTHER THAT the Board be and is hereby
Financial Statements of the Company together with the authorized to do all such acts, deeds, things and to sign
report of Board of Directors and Auditors’ thereon and all such documents and writings as may be necessary
the Audited Consolidated Financial Statements of the to give effect to this resolution and for matters
Company including Auditors’ Report thereon for the connected therewith or incidental thereto.”
Financial Year ended March 31, 2022.
SPECIAL BUSINESS:
2. To appoint Mr. Varun Jaipuria (DIN: 02465412), who 5. To appoint Mr. Prashant Purker (DIN: 00082481) as an
retires by rotation and being eligible, offers himself for Independent Director and in this regard, to consider
re-appointment as a Director. and if thought fit, to pass the following resolution as a
Special Resolution:
3. To appoint Mr. Raj Gandhi (DIN: 00003649), who retires
by rotation and being eligible, offers himself for re- “RESOLVED THAT pursuant to the provisions of
appointment as a Director. Sections 149, 152 and 161 read with Schedule IV and
other applicable provisions of the Companies Act, 2013
4. 
To appoint M/s. O P Bagla & Co. LLP, Chartered (‘Act’), if any and the Companies (Appointment and
Accountants, as Joint Statutory Auditors for a term Qualification of Directors) Rules, 2014 and Regulations
of upto 5 (five) years, fix their remuneration and in 16, 25 and other applicable provisions of the Securities
this regard, to consider and if thought fit, to pass the and Exchange Board of India (Listing Obligations
following resolution as an Ordinary Resolution: and Disclosure Requirements) Regulations, 2015
(‘SEBI LODR Regulations’) (including any statutory
“RESOLVED THAT pursuant to the provisions of modification(s) or re-enactment(s) thereof for the time
Sections 139, 142 and other applicable provisions of being in force) and the enabling provisions of Articles
the Companies Act, 2013, if any and the Companies of Association of the Company, Mr. Prashant Purker
(Audit and Auditors) Rules, 2014 (including any (DIN: 00082481), who was appointed as an Additional
statutory modification(s) or re-enactment(s) thereof, Director (in the category of Non-Executive Independent
for the time being in force), M/s. O P Bagla & Co. LLP, Director) by the Board of Directors with effect from
Chartered Accountants (Firm Registration Number May 2, 2022 and who holds office upto the date of
000018N/N500091) be and are hereby appointed this Annual General Meeting and in respect of whom
as Joint Statutory Auditors of the Company for a the Company has received a notice in writing from a

01
 Member proposing his candidature for the office of of salary, perquisites and other allowances & benefits
Director and who has submitted a declaration that he to be paid in the event of loss or inadequacy of profits
meets the criteria of independence as provided under in any financial year during the period of upto 3 (Three)
the Act and SEBI LODR Regulations, be and is hereby years from the date of his appointment) as set out in
appointed as an Independent Director of the Company, the Explanatory Statement annexed to this Notice.
not liable to retire by rotation, to hold office for a term
of upto 5 (Five) consecutive years with effect from 
RESOLVED FURTHER THAT the Board of Directors
May 2, 2022. of the Company or any Committee of the Board (‘the
Board’) be and is hereby authorized to increase, alter,

RESOLVED FURTHER THAT the Board of Directors of
vary and modify the said terms of remuneration payable
the Company or any Committee of the Board, be and
as per the provisions of the Act.
is hereby authorized to do all such acts, deeds, things
and to sign all such documents and writings as may

RESOLVED FURTHER THAT the total managerial
be necessary to give effect to this resolution and for
remuneration paid and/or payable to the Executive
matters connected therewith or incidental thereto.”
Director(s) of the Company taken together in any
6. To appoint Mr. Rahul Suresh Shinde (DIN: 07166035) financial year exceeded or may exceed the limit of
as a Whole-time Director of the Company and in this 10% of net profit and overall managerial remuneration
regard, to consider and if thought fit, to pass the paid and/or payable to all Director(s) exceeded or may
following resolution as a Special Resolution: exceed the limit of 11% of net profit of the Company as
prescribed under Section 197 of the Act read with rules

“RESOLVED THAT pursuant to the provisions of made thereunder or other applicable provisions or any
Sections 152, 161 and other applicable provisions of statutory modifications thereof.
the Companies Act, 2013 (‘Act’), if any and Rules made
thereunder (including any statutory modification(s) or 
RESOLVED FURTHER THAT the Board be and is hereby
re-enactment(s) thereof, for the time being in force) authorized to do all such acts, deeds and things and
and the enabling provisions of Articles of Association to sign all such documents and writings as may be
of the Company, Mr. Rahul Suresh Shinde (DIN: necessary to give effect to this resolution and for
07166035) who was appointed as an Additional Director matters connected therewith or incidental thereto.”
(designated as a Whole-time Director) by the Board of
Directors with effect from May 2, 2022 and who holds 7. To approve payment of profit related commission to
office upto the date of this Annual General Meeting and Mr. Ravi Jaipuria, Non-executive Chairman of the
in respect of whom the Company has received a notice Company and in this regard, to consider and if thought
in writing from a Member proposing his candidature for
fit, to pass the following resolution as a Special
the office of Director, be and is hereby appointed as a
Resolution:
Director of the Company, liable to retire by rotation.

“RESOLVED THAT pursuant to the provisions of

RESOLVED FURTHER THAT pursuant to the provisions
Sections 197, 198 and other applicable provisions
of Sections 196 and 197 read with Schedule V and
of the Companies Act, 2013 (‘Act’), if any and Rules
other applicable provisions of the Act, if any, read
with the Companies (Appointment and Remuneration made thereunder and Regulation 17(6)(ca) and other
of Managerial Personnel) Rules, 2014 and applicable applicable provisions of the Securities and Exchange
provisions of Securities and Exchange Board of India Board of India (Listing Obligations and Disclosure
(Listing Obligations and Disclosure Requirements) Requirements) Regulations, 2015, if any (including any
Regulations, 2015 (including any statutory statutory modification(s) or re-enactment(s) thereof,
modification(s) or re-enactment(s) thereof, for the time for the time being in force) and the enabling provisions
being in force) and the enabling provisions of Articles of of the Articles of Association of the Company, approval
Association of the Company, approval of the Members of the Members be and is hereby accorded for payment
be and is hereby accorded to appoint Mr. Rahul Suresh of profit related commission to Mr. Ravi Jaipuria, Non-
Shinde (DIN: 07166035) as a Whole-time Director of the executive Chairman of the Company for the Financial
Company for a period of upto 5 (Five) years with effect Year ending March 31, 2023, to be determined by the
from May 2, 2022, liable to retire by rotation, on such Board of Directors of the Company or any Committee
terms and conditions (including remuneration by way of the Board (‘the Board’) which may exceed 50% of

02 Devyani International Limited

 Notice

the total annual profit related commission payable to with the regulatory requirements specified under the
all Non-executive Directors, up to the limit of 1% of the SEBI ESOP Regulations as set out in the Explanatory
Net Profit of the Company for the Financial Year ending Statement annexed to this Notice.
March 31, 2023, as computed in the manner laid down
in Section 198 of the Act. 
RESOLVED FURTHER THAT the new Equity Shares to
be issued and allotted by the Company under the ESOP

RESOLVED FURTHER THAT the Board be and is hereby Scheme shall rank pari-passu in all respects with the
authorized to do all such acts, deeds, things and to sign existing Equity Shares of the Company.
all such documents and writings as may be necessary
to give effect to this resolution and for matters 
RESOLVED FURTHER THAT the Board of Directors of
connected therewith or incidental thereto.” the Company or any Committee of the Board, be and
is hereby authorized to do all such acts, deeds, things
8. 
To approve ratification and amendments in the and to sign all such documents and writings as may
’Employees Stock Option Scheme 2021’ of the Company be necessary to give effect to this resolution and for
and in this regard, to consider and if thought fit, to pass matters connected therewith or incidental thereto.”
the following resolution as a Special Resolution:
9. To approve ratification and grant of stock options to the

“RESOLVED THAT pursuant to the provisions of employees of holding, subsidiary, group or associate
Section 62(1)(b) read with Rule 12 of the Companies company(ies) of the Company under the ’Employees
(Share Capital and Debentures) Rules, 2014 and all Stock Option Scheme 2021’ and in this regard, to
other applicable provisions of the Companies Act, 2013 consider and if thought fit, to pass the following
(‘Act’), if any and Rules made thereunder, Regulation resolution as a Special Resolution:
12 and other applicable provisions of the Securities
and Exchange Board of India (Share Based Employee 
“RESOLVED THAT pursuant to the provisions of
Benefits and Sweat Equity) Regulations, 2021 (‘SEBI Section 62(1)(b) read with Rule 12 of the Companies
ESOP Regulations’), applicable provisions of Securities (Share Capital and Debentures) Rules, 2014 and
and Exchange Board of India (Listing Obligations all other applicable provisions of the Companies
and Disclosure Requirements) Regulations, 2015 Act, 2013 (‘Act’), if any and Rules made thereunder,
(‘SEBI LODR Regulations’) (including any statutory Regulation 12 and other applicable provisions of the
modification(s) or re-enactment(s) thereof for the time Securities and Exchange Board of India (Share Based
being in force), the enabling provisions of Memorandum Employee Benefits and Sweat Equity) Regulations,
of Association and Articles of Association of the 2021 (‘SEBI ESOP Regulations’), applicable provisions
Company and any other applicable and prevailing of Securities and Exchange Board of lndia (Listing
statutory guidelines/circulars in that behalf and Obligations and Disclosure Requirements) Regulations,
subject to such other approvals, consents, permissions 2015 (‘SEBI LODR Regulations’) (including any
and/or sanctions as may be necessary, approval of the statutory modification(s) or re-enactment(s) thereof
Members be and is hereby accorded for ratification for the time being in force), the enabling provisions
of the Employees Stock Option Scheme 2021 (‘ESOP of Memorandum of Association and Articles of
Scheme’) originally approved prior to the Initial Public Association of the Company and any other applicable
Offer by Members of the Company at their Extra- and prevailing statutory guidelines/circulars in that
Ordinary General Meeting held on March 17, 2021 in behalf and subject to such other approvals, consents,
respect to exercise of its powers, including the powers permissions and/or sanctions as may be necessary,
to create, offer, issue, reissue, grant and allot from time approval of the Members be and is hereby accorded
to time, in one or more tranches, employee stock options for ratification of the Employees Stock Option Scheme
(‘Options’) under the ESOP Scheme within the overall 2021 (‘ESOP Scheme’) originally approved prior to the
ceiling of upto 5,57,37,500 (Five Crore Fifty Seven Lakh Initial Public Offer by Members of the Company at their
Thirty Seven Thousand Five Hundred) Options, to the Extra-Ordinary General Meeting held on March 17, 2021
eligible Employees as defined under the ESOP Scheme in respect of the benefits extended to the employees of
and such other employees as may be permitted under holding and subsidiary company and further approval is
the applicable laws and further approval is accorded to accorded to create, offer, issue, reissue, grant and allot
the amendments in the ESOP Scheme inter-alia to align from time to time, in one or more tranches, employee

03
 stock options (‘Options’) under the ESOP Scheme 
RESOLVED FURTHER THAT the new Equity Shares to
within the overall ceiling of upto 5,57,37,500 (Five Crore be issued and allotted by the Company under the ESOP
Fifty Seven Lakh Thirty Seven Thousand Five Hundred) Scheme shall rank pari-passu in all respects with the
Options, to the eligible Employees as defined under existing Equity Shares of the Company.
the ESOP Scheme and such other employees as may
be permitted under the applicable laws, of the present 
RESOLVED FURTHER THAT the Board of Directors of
and future holding, subsidiary, group or associate the Company or any Committee of the Board, be and
company(ies) of the Company, on such terms and is hereby authorized to do all such acts, deeds, things
conditions, as contained in the ESOP Scheme and and to sign all such documents and writings as may
set out in the Explanatory Statement annexed to be necessary to give effect to this resolution and for
this Notice. matters connected therewith or incidental thereto.”

By Order of the Board

For Devyani International Limited

Varun Kumar Prabhakar

Company Secretary and Compliance Officer
Membership No. ACS-30496
Place: Gurugram Address: F-2/7, Okhla Industrial Area,
Date: May 2, 2022 Phase – I, New Delhi - 110 020

NOTES:
1. The Register of Members and Share Transfer Books of 4. The AGM is being held pursuant to the MCA Circulars
through VC / OAVM facility, therefore physical
the Company will remain closed from Tuesday, June 21,
attendance of Members has been dispensed with.
2022 to Tuesday, June 28, 2022 (both days inclusive)
Accordingly, the facility for appointment of proxy(ies)
for the purpose of 31st Annual General Meeting (‘AGM’).
by the Members will not be available for the AGM and
hence, the Proxy Form and Attendance Slip are not
2. Explanatory Statement pursuant to Section 102 of
annexed to this Notice.
the Companies Act, 2013 (‘the Act’), which sets out
details relating to Special Business (being considered However, Corporate Members intending to authorize
unavoidable by the Board of Directors) at the meeting, their representatives to attend & vote at the AGM
is attached with this Notice of AGM. through VC / OAVM facility on its behalf are requested
to send duly certified copy of the relevant Board
3. In view of the continuing Covid-19 pandemic, the resolution in the manner prescribed in Note No. 21.
Ministry of Corporate Affairs (‘MCA’) has vide its
General Circular Nos. 14/2020, 17/2020, 20/2020, 5. Members attending the AGM through VC / OAVM
02/2021 and 21/2021 dated April 8, 2020, April 13, facility shall be counted for the purpose of reckoning
the quorum under Section 103 of the Act.
2020, May 5, 2020, January 13, 2021 and December
14, 2021 respectively (‘MCA Circulars’), permitted the
6. In terms of Section 152 of the Act, Mr. Varun Jaipuria
holding of AGM through Video Conferencing (‘VC’) /
and Mr. Raj Gandhi, Directors, retire by rotation at
Other Audio Visual Means (‘OAVM’) facility without the the AGM and being eligible, offer themselves for re-
physical presence of the Members at a common venue. appointment. The Nomination and Remuneration
In compliance with the provisions of the Act, SEBI Committee and the Board of Directors of the Company
(Listing Obligations and Disclosure Requirements) recommended their re-appointment.
Regulations, 2015 (‘SEBI LODR Regulations’) and MCA
Circulars, the 31st AGM of the Company is being held 7. Details of Directors seeking appointment / re-
through VC/OAVM facility. appointment in AGM pursuant to Secretarial Standard
on General Meetings (SS-2) and Regulation 36(3) of
The Deemed Venue for the 31st AGM shall be the the SEBI LODR Regulations are Annexed to this Notice
Registered office of the Company. of AGM.

04 Devyani International Limited

 Notice

8. All documents referred in the accompanying Notice and 12. The Notice of AGM and Annual Report will be sent to
the Explanatory Statement are available on website of those Members / beneficial owners whose name will
the Company for inspection by the Members up to the appear in the Register of Members / list of beneficiaries
date of AGM and during the meeting. received from the Depositories as on Friday, May 27,
2022.
9. During the AGM, Members may access the scanned
copy of Register of Directors and Key Managerial 13. 
Members desiring any information/clarification
Personnel and their shareholding maintained under on the accounts or any matter to be placed at the
Section 170 of the Act, the Register of contracts or AGM are requested to write to the Company at
arrangements in which Directors are interested under [email protected] at least seven
Section 189 of the Act and Certificate from Secretarial days before AGM from their registered email address
Auditors of the Company certifying that Employees
mentioning their name, DPID Client ID / folio no. and
Stock Option Scheme 2011, Employees Stock Option
mobile number to enable the management to keep
Scheme 2018 and Employees Stock Option Scheme
information ready at the AGM. Members desiring to
2021 of the Company are being implemented in
seek information/clarification during the AGM on the
accordance with the Securities and Exchange Board
accounts or any matter to be placed at the AGM may
of India (Share Based Employee Benefits) Regulations,
ask through the chat box facility provided by NSDL.
2014 and as substituted by Securities and Exchange
Board of India (Share Based Employee Benefits and
14. Members are requested to note that Link Intime India
Sweat Equity) Regulations, 2021 and in accordance
Private Limited, Noble Heights, 1st Floor, Plot No.
with the resolution of the Members of the Company
which will be available on website of the Company. NH 2, LSC C-1 Block, Near Savitri Market, Janakpuri
New Delhi-110058, is the Registrar and Share Transfer
10. Pursuant to Sections 101 and 136 of the Act read with Agent to manage the work related to shares held in
relevant Rules made thereunder and Regulation 36 of physical and dematerialized form.
SEBI LODR Regulations, companies can serve Annual
Report and other communications through electronic 15. To prevent fraudulent transactions, Members are
mode to those Members who have registered their requested to exercise due diligence and immediately
e-mail address either with the Company or with the notify the RTA any change in their address and/or bank
Depository Participants (‘DP’). Members holding mandate in respect of shares held in physical form and
shares in physical form and who have not registered to their DPs in respect of shares held in dematerialized
their e-mail address with the Company can now register form. Members are also advised not to leave their
the same by sending an email to Compliance Officer of demat account(s) dormant for long. Periodic statement
the Company at [email protected] of holdings should be obtained from the concerned DP
and/or by sending a request to Link Intime India Private and holdings should be verified. The Securities and
Limited, Registrar and Share Transfer Agent (‘RTA’) Exchange Board of India (‘SEBI’) has mandated the
through email at [email protected] or contact at submission of Permanent Account Number (‘PAN’)
011-49411000. Members holding Shares in demat by every participant in securities market. Members
form are requested to register their e-mail address with holding shares in electronic form are, therefore,
their DP only. The registered e-mail address will be requested to submit their PAN to their DPs with whom
used for sending future communications. they are maintaining their demat accounts. Members
holding shares in physical form can submit their PAN
11. In compliance with the aforesaid MCA Circulars and
to the Company/ RTA.
SEBI Circulars issued from time to time, the Notice of
AGM and Annual Report are being sent only through
16. SEBI vide its Circular No. SEBI/HO/MIRSD/DOP1/
electronic mode to those Members whose e-mail
CIR/P/2018/73 dated April 20, 2018 has directed all the
address are registered with the Company or DP or RTA,
listed companies to update Bank Account details and
unless the Members have registered their request for
PAN of the Members holding shares in physical form.
physical copy of the same. Members may note that this
It has been observed that few of the Members holding
Notice of AGM and Annual Report will also be available
on Company’s website (www.dil-rjcorp.com), Stock physical shares have not updated the said information.
Exchange’s website (www.bseindia.com and www. Therefore, such Members are requested to send the
nseindia.com) and National Securities Depository following documents to the Company’s RTA:
Limited (‘NSDL’) website (www.evoting.nsdl.com). i. Self-attested copy of PAN card including that of
joint Members; and

05
 ii. An original cancelled cheque of 1st Member (Name otherwise not barred from doing so, shall be eligible to
of 1st Member should be printed on cheque leaf). vote through e-voting system during the AGM.
If name of 1st Member is not printed on cheque
leaf, photocopy of passbook or bank statement The instructions for joining the AGM through VC /
duly attested by the banker along with cancelled OAVM, remote e-voting and e-voting during the AGM
cheque (Photocopy of cheque will not be accepted/ are provided in the Notice of AGM under Note No. 21.
entertained).
21. INSTRUCTIONS FOR E-VOTING AND JOINING THE
17. SEBI vide its notifications dated June 8, 2018 and AGM ARE AS FOLLOWS:
November 30, 2018, mandated that securities of listed A. 
INSTRUCTIONS FOR REMOTE E-VOTING PRIOR TO
companies can be transferred only in dematerialized THE AGM
form w.e.f. April 1, 2019. Accordingly, the Company
i. The remote e-voting period begins on Saturday,
has stopped accepting any fresh lodgment of transfer
June 25, 2022 at (9:00 A.M. IST) and ends on
of shares in physical form. In view of the above and to
Monday, June 27, 2022 at (5:00 P.M. IST). The
avail various benefits of dematerialization, Members
remote e-voting module shall be disabled by
are requested to dematerialize the shares held by them
NSDL for voting thereafter.
in physical form.
ii. 
The Members, whose name appears in the
18. Members holding shares in single name and physical Register of Members / Beneficial Owners as on
form are advised to make nomination in respect of their Tuesday, June 21, 2022 (i.e. cut-off date), may
shareholding in the Company by submitting Form No. cast their vote electronically.
SH-13 in terms of Section 72 of the Act to the RTA.
iii. The voting right of Members shall be in proportion
Members holding shares in electronic form may submit
to their shares in the paid-up equity share capital
the same to their respective DP. The nomination form
of the Company as on the cut-off date. A person
can be downloaded from the Company’s website www.
who is not a Member as on the cut-off date should
dil-rjcorp.com under the investor relations section.
treat this Notice for information purpose only.
Members who require communication in physical
form in addition to e-communication or have any iv. The details of the process and manner for remote
other queries, may write to the RTA or Company at its e-voting are explained herein below:
Registered Office address. Step 1: Access to NSDL e-voting system

19. Non-Resident Indian Members are requested to inform Step 2: Cast your vote electronically on NSDL
RTA, immediately of: e-voting system

a. Change in their residential status on return to Details on Step 1 are mentioned below:
India for permanent settlement. I. Login method for e-voting and joining AGM for
individual shareholders holding securities in
b. Particulars of their bank account maintained
demat mode
in India with complete name, branch, account
number, account type and address of the Bank Pursuant to SEBI circular no. SEBI/HO/CFD/CMD/
with pin code number. CIR/P/2020/242 dated December 9, 2020 on
“e-voting facility provided by Listed Companies”,
20. To comply with the provisions of Section 108 of the Act e-voting process has been enabled to all the
and Rules framed thereunder, Regulation 44 of the SEBI individual demat account holders, by way of single
LODR Regulations, Secretarial Standard - 2 issued by login credential, through their demat accounts/
the Institute of Company Secretaries of India and MCA websites of Depositories/ Depository Participants
Circulars, the Members are provided with the facility to to increase the efficiency of the voting process.
cast their vote electronically through remote e-voting Individual demat account holders would be able
(prior to AGM) and e-voting (during the AGM) services to cast their vote without having to register again
provided by NSDL on all resolutions set forth in this with the e-voting service provider (“ESP”) thereby
Notice. not only facilitating seamless authentication but
also ease and convenience of participating in
Only those Members who will be present in the AGM e-voting process. Shareholders are advised to
through VC / OAVM facility and have not cast their vote update their mobile number and e-mail ID with
on the resolutions through remote e-voting and are their DPs to access e-voting facility.

06 Devyani International Limited

 Notice

Login method for Individual shareholders holding securities in demat mode:

Type of Login Method
shareholders
Individual 1. Users already registered for IDeAS facility:
Shareholders (i) Visit e-services website of NSDL viz. https://eservices.nsdl.com
holding securities (ii) Click on the “Beneficial Owner” icon under “Login” available under “IDeAS’ section.
in demat mode
(iii) Enter User ID and Password. After successful authentication, click on “Access to
with NSDL
e-Voting” appearing on the left-hand side under e-voting services and you will be
able to see e-voting page
(iv) Click on Company name or e-voting service provider i.e. NSDL. You will be re-
directed to e-voting website of NSDL to cast your vote during the remote e-voting
period or joining AGM & vote during the AGM.
2. User not registered for IDeAS facility:
(i) Click on link: https://eservices.nsdl.com and select “Register Online for IDeAS
Portal”
OR
Click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
(ii) Proceed with completing the required fields.
(iii) Follow steps mentioned in point no. 1 above
3. Alternatively, by directly accessing the e-voting website of NSDL:
(i) Visit e-voting website of NSDL viz. https://www.evoting.nsdl.com
(ii) Click on the icon “Login” available under ‘Shareholder/Member’ section.
(iii) On the Login page, enter your User ID (i.e. your 16 characters demat account
number held with NSDL), Password/ OTP and a verification code as shown on the
screen.
(iv) After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-voting page. Click on Company name or e-voting service
provider i.e. NSDL. You will be re-directed to e-voting website of NSDL to cast your
vote during the remote e-Voting period or joining AGM & vote during the AGM.
4. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by
scanning the QR code mentioned below for seamless voting experience.

Individual 1. User already registered for Easi/ Easiest:

Shareholders (i) Visit URL: https://web.cdslindia.com/myeasi/home/login
holding securities OR
in demat mode www.cdslindia.com and click on “Login” and select “New System Myeasi”
with CDSL (ii) Enter your User ID and Password.
(iii) After successful authentication, the user will be able to see the e-voting menu
having link of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.
2. User not registered for Easi/Easiest:
(i) Click on link:
https://web.cdslindia.com/myeasi/Registration/EasiRegistration
(ii) Proceed with completing the required fields.
(iii) Follow steps mentioned in point no. 1 above

07
 Type of Login Method
shareholders
3. Alternatively, by directly accessing the e-Voting website of CDSL:
(i) Visit www.cdslindia.com and select “E Voting”
(ii) Provide your demat account number and PAN
(iii) System will authenticate user by sending OTP on registered Mobile & Email as
recorded in the demat account.
(iv) After successful authentication, user will be provided link for the e-voting service
provider i.e. NSDL where the e-voting is in progress.
Individual (i) You can login using the credentials of your demat account through the website of your
Shareholders DP registered with NSDL/CDSL, for remote e-Voting.
(holding (ii) Once logged-in, you will be able to see “e-Voting” option. Once you click on “e-Voting”
securities in option and after successful authentication, you will be re-directed to e-voting module of
demat mode) NSDL/CDSL wherein you can see e-Voting feature.
login through
their Depository (iii) Click on options available against Company name or e-voting service provider i.e. NSDL
Participant (DP) and you will be re-directed to e-voting website of NSDL to cast your vote during the
remote e-voting period or join AGM & vote during the AGM.

I mportant note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at respective website.

 elpdesk details for Individual Shareholders holding securities in demat mode for any technical issues related to
H
login through Depository i.e. NSDL and CDSL.

Login type Helpdesk details

Individual Shareholders holding Please contact NSDL helpdesk by sending a request at [email protected]
securities in demat mode with NSDL or call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding Please contact CDSL helpdesk by sending a request at helpdesk.evoting@
securities in demat mode with CDSL cdslindia.com or contact at 022- 23058738 or 022-23058542-43

II. Login Method for e-voting and joining AGM for shareholders other than Individual shareholders holding securities
in demat mode and shareholders holding securities in physical mode.
1. Visit the e-Voting website of NSDL. Open web browser by clicking the URL: https://www.evoting.nsdl.com/
either on a personal computer or on a mobile.
2. Once the home page of e-voting system is launched, click on the icon “Login” which is available under
‘Shareholder/Member’ section.
3. A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown
on the screen.
4. Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https://eservices.nsdl.com/
with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on
e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.

08 Devyani International Limited

 Notice

5. Your User ID details are given below:

Manner of holding shares i.e. Demat Your User ID is:
(NSDL or CDSL) or Physical
a) For Members who hold shares in 8 Character DP ID followed by 8 Digit Client ID
demat account with NSDL. For example if your DP ID is IN300*** and Client ID is 12******
then your user ID is IN300***12******.
b) For Members who hold shares in 16 Digit Beneficiary ID
demat account with CDSL. For example if your Beneficiary ID is 12************** then your
user ID is 12**************
c) 
For Members holding shares in EVEN Number followed by Folio Number registered with the
Physical Form. company
For example if folio number is 001*** and EVEN is 101456 then
user ID is 101456001***

6. Password details for shareholders other than a) 

Click on “Forgot User Details/
Individual shareholders are given below: Password?” (If you are holding shares in
your demat account with NSDL or CDSL)
a) If you are already registered for e-Voting,
then you can use your existing password option available on www.evoting.nsdl.
to login and cast your vote. com.

b) If you are using NSDL e-Voting system b) 

Click on “Physical User Reset
for the first time, you will need to Password?” (If you are holding shares
retrieve the ‘initial password’ which was in physical mode) option available on
communicated to you. Once you retrieve www.evoting.nsdl.com.
your ‘initial password’, you need to enter c) 
If you are still unable to get the
the ‘initial password’ and the system password by aforesaid two options, you
will force you to change your password. can send a request at evoting@nsdl.
c) How to retrieve your ‘initial password’? co.in mentioning your demat account
number/folio number, PAN, name and
(i) 
If your email ID is registered in
registered address.
your demat account or with the
Company, your ‘initial password’ d) 
Members can also use the OTP (One
is communicated to you on your Time Password) based login for casting
e-mail ID. Trace the e-mail sent to the votes on the e-voting system of
you from NSDL from your mailbox. NSDL.
Open the email and open the
attachment i.e. a .pdf file. Open the 8. After entering your password, click on Agree
.pdf file. The password to open the to “Terms and Conditions” by selecting on
.pdf file is your 8 digit client ID for the check box.
NSDL account, last 8 digits of client 9. Now, you will have to click on “Login” button.
ID for CDSL account or folio number
for shares held in physical form. 10. After you click on the “Login” button, Home
The .pdf file contains your ‘User ID’ page of e-voting will open.
and your ‘initial password’.  tep 2: Cast your vote electronically and join AGM on
S
NSDL e-Voting system.
(ii) If your email ID is not registered,
please follow steps mentioned 1. After successful login at Step 1, you will be able
below in “Process for those to see all the companies “EVEN” in which you
Shareholders whose email address are holding shares and whose voting cycle and
are not registered”. General Meeting is in active status.

7. 
If you are unable to retrieve or have not 2. Select “EVEN” of the Company to cast your vote
received the “initial password” or have during the remote e-voting period or to cast your
forgotten your password: vote during the AGM. For joining AGM, you need

09
 to click on “VC/OAVM” link placed under “Join  rocess for those shareholders whose email address
P
General Meeting”. are not registered with the Depositories for procuring
user id and password and registration of email address
3. Now you are ready for e-voting as the Voting page for e-voting on the resolutions set out in this Notice:
opens. 1. 
Physical Holding: Send a request to Link Intime
India Private Limited, Registrar and Share
4. Cast your vote by selecting appropriate options Transfer Agent at [email protected] providing
i.e. assent or dissent, verify/modify the number your name, folio no., scanned copy of the share
of shares for which you wish to cast your vote certificate (front and back), self-attested scanned
and click on “Submit” and also “Confirm” when copy of PAN card and self-attested scanned copy
prompted. of Aadhar Card, for registering e-mail address.

5. 
Upon confirmation, the message “Vote cast 2. Demat Holding: Please provide your name, DPID
successfully” will be displayed. Client ID (16 digit DPID + Client ID or 16 digit
Beneficiary ID), Name, client master or copy of
6. You can also take the printout of the votes cast consolidated account statement, self-attested
by you by clicking on the print option on the scanned copy of PAN and Aadhar card to
confirmation page. [email protected].

7. Once you confirm your vote on the resolution, you If you are an Individual shareholders holding
will not be allowed to modify your vote. securities in demat mode, you are requested to
refer to the login method explained at step 1 i.e.
General Guidelines for Shareholders Login method for e-voting and joining AGM for
Individual shareholders holding securities in
1. Institutional / Corporate shareholders (i.e. other
demat mode.
than individuals, HUF, NRI etc.) are required to
send scanned copy (PDF/JPG Format) of the
3. 
Alternatively shareholder/members may send a
relevant Board Resolution/ Authority letter etc. request to [email protected] for procuring user
with attested specimen signature of the duly id and password for e-voting by providing above
authorized signatory(ies) who are authorized to mentioned documents.
vote, to the Scrutinizer by e-mail to sanjaygrover7@
gmail.com with a copy marked to evoting@nsdl. 4. In terms of SEBI circular no. SEBI/HO/CFD/CMD/
co.in. Further, they can also upload their Board CIR/P/2020/242 dated December 9, 2020 on
Resolution/ Authority Letter etc. by clicking on “e-voting facility provided by Listed Companies”,
“Upload Board Resolution / Authority Letter” Individual shareholders holding securities in
displayed under “e-Voting” tab in their login. demat mode are allowed to vote through their
demat account maintained with Depositories
2. 
It is strongly recommended not to share your and Depository Participants. Shareholders are
password with any other person and take utmost required to update their mobile number and email
care to keep your password confidential. Login ID correctly in their demat account in order to
to the e-voting website will be disabled upon access e-Voting facility.
five unsuccessful attempts to key in the correct
password. In such an event, you will need to go B. INSTRUCTIONS FOR E-VOTING DURING THE AGM
through the “Forgot User Details/Password?” or 1. 
The procedure for e-voting during the AGM is
“Physical User Reset Password?” option available same as the instructions mentioned above for
on www.evoting.nsdl.com to reset the password. remote e-voting.

3. In case of any query, you may refer the Frequently 2. Only those Members/Shareholders, who will be
Asked Questions (FAQs) for Shareholders and present in the AGM through VC/OAVM facility and
e-voting user manual for Shareholders available have not cast their vote on the resolutions through
at the download section of www.evoting.nsdl.com remote e-Voting and are otherwise not barred
or call on toll free no.: 1800 1020 990 and 1800 from doing so, shall be eligible to vote through
22 44 30 or send a request to Ms. Sarita Mote, e-voting system during the AGM.
Assistant Manager, NSDL at [email protected]
or at 4th Floor, ‘A’ Wing, Trade World, Kamala Mills 3. Members who have voted through remote e-voting
Compound, Senapati Bapat Marg, Lower Parel, will be eligible to attend the AGM, however, they
Mumbai 400 013. will not be eligible to vote during the AGM.

10 Devyani International Limited

 Notice

4. The details of the person who may be contacted 4. Members who need assistance before or during
for any grievances connected with the facility for the AGM, can contact NSDL at 1800 1020 990
e-voting during the AGM shall be the same as / 1800 224 430 or contact Ms. Sarita Mote,
mentioned for remote e-voting. Assistant Manager, NSDL at [email protected].

C. INSTRUCTIONS FOR ATTENDING THE AGM THROUGH Other Instructions

VC/OAVM
1. The Board of Directors has appointed Mr. Devesh
1. Members will be able to attend the AGM through Kumar Vasisht (CP No. 13700), Partner or failing
VC/OAVM facility provided by NSDL by following him Ms. Priyanka (CP No. 16187), Partner of M/s.
the steps mentioned above at Step 1. After
Sanjay Grover & Associates, Company Secretaries,
successful login, click on the link of “VC/OAVM”
New Delhi as the Scrutinizer to scrutinize the
placed under “Join General meeting” menu against
e-voting during the AGM and remote e-voting
Company name available in Shareholder/Member
process in a fair and transparent manner.
login where EVEN of Company will be displayed.

Members who do not have the User ID and 2. 

The Scrutinizer shall, immediately after the
Password for e-voting or have forgotten the conclusion of e-voting at the AGM, first count the
User ID and Password may retrieve the same votes cast during the AGM, thereafter unblock the
by following the remote e-voting instructions votes cast through remote e-voting and make, not
mentioned in the Notice. later than 2 working days from the conclusion of
AGM, a consolidated Scrutinizer’s Report of the
2. 
Facility of joining the AGM through VC / OAVM total votes cast in favour or against, if any, to the
shall be available 30 minutes before and after the Chairman or a person authorised by him in writing,
scheduled time of the commencement of AGM by who shall countersign the same.
following the procedure mentioned in the Notice.
The facility of participation at the AGM through VC/ 3. The results of voting will be declared within 2
OAVM will be made available for 3,000 Members on working days from the conclusion of AGM and the
first come first served basis (except Shareholders
result declared alongwith the Scrutinizer’s Report
holding 2% or more shareholding, Promoters,
shall be placed on the Company’s website i.e.
Institutional Investors, Directors, Key Managerial
www.dil-rjcorp.com and on the website of NSDL
Personnel, Chairpersons of the Audit, Risk
https://www.evoting.nsdl.com immediately. The
Management and Ethics Committee, Nomination
Company shall simultaneously forward the
and Remuneration Committee and Stakeholders’
Relationship Committee, Auditors etc. who are results to National Stock Exchange of India
allowed to attend the AGM without restriction on Limited and BSE Limited, where the shares of the
account of first come first served basis). Company are listed.

3. 
Members joining through Laptops / Mobile 4. The resolutions, if passed by requisite majority,
devices are recommended to use stable Wi-Fi or shall be deemed to have been passed on the date
LAN connection for better experience. of the AGM i.e. June 28, 2022.

11
Explanatory Statement pursuant to Section 102 of
the Companies Act, 2013
ITEM NO. 4 independence assessment, audit experience and also
based on the evaluation of the quality of audit work
M/s. APAS & Co., Chartered Accountants (Firm Registration
done by the them in the past.
No. 000340C) [converted to “APAS & Co. LLP” (Firm
Registration Number 000340C/C400308)] were appointed d. Credentials: M/s. O P Bagla & Co. LLP (Firm Registration
as Joint Statutory Auditors of the Company at the 26th Number 000018N/N500091) (“the Audit Firm”), is a firm
Annual General Meeting (‘AGM’) held on August 10, 2017 for of Chartered Accountants registered with the Institute
a term of 5 (five) consecutive years and they hold office upto of Chartered Accountants of India. The Audit Firm was
the conclusion of ensuing AGM. established in the year 1967 and converted to Limited
Liability Partnership in 2018. Its office is situated at
Due to retirement of M/s. APAS & Co. LLP, Chartered B-255, 5th Floor, Okhla Industrial Area, Phase-I, New
Accountants at the conclusion of ensuing AGM upon Delhi – 110020, India. The Audit Firm has a valid Peer
completion of their 1st term of 5 (five) years, the Audit, Review certificate. It is primarily engaged in providing
Risk Management and Ethics Committee and the Board of assurance, taxation and consultancy services to its
Directors have recommended the appointment of M/s. O P clients.
Bagla & Co. LLP, Chartered Accountants (Firm Registration
Number 000018N/N500091) as Joint Statutory Auditors M/s. O P Bagla & Co. LLP, Chartered Accountants, have
of the Company for a term of upto 5 (five) consecutive consented to act as Joint Statutory Auditors of the Company
years to hold office from the conclusion of this AGM till the and confirmed that their aforesaid appointment, if made,
conclusion of 36th (Thirty Sixth) AGM of the Company to be would be within the limits specified under Section 141(3)
held in the year 2027, taking into account the below terms (g) of the Companies Act, 2013. They have also confirmed
and conditions including proposed fee and credentials: that they are not disqualified to be appointed as Statutory
Auditors in terms of provisions of Section 139(1) and Section
a. Term of appointment: 5 (five) consecutive years from 141(3) of the Companies Act, 2013 and the provisions of the
the conclusion of this AGM till the conclusion of 36th Companies (Audit and Auditors) Rules, 2014.
AGM.
None of the Directors / Key Managerial Personnel of the
b. 
Proposed Fees: Upto ` 45,10,000/- (Rupees Forty Company / their relatives are, in any way, concerned or
interested, financially or otherwise, in the resolution except
Five Lakh Ten Thousand only) plus applicable taxes,
to the extent of their shareholding, if any, in the Company.
travelling and other out-of-pocket expenses incurred
in connection with the statutory audit. There is no
The Board of Directors of the Company recommends the
material change in the fee payable to M/s. O P Bagla &
resolution set out at Item No. 4 for approval of the Members
Co. LLP from that paid to M/s. APAS & Co. LLP. as an Ordinary Resolution.

The proposed fees is based on knowledge, expertise, ITEM NO. 5

industry experience, time and efforts required to be put
The Board of Directors at their meeting held on May 2, 2022
in by them, which is in line with the industry benchmarks.
have appointed Mr. Prashant Purker (DIN: 00082481) as
The fees for services in the nature of limited review,
an Additional Director (in the category of Non-Executive
statutory certifications and other professional work Independent Director) of the Company for a term of upto
will be in addition to the audit fee as above and will 5 (five) consecutive years with effect from May 2, 2022
be determined by the Board in consultation with the pursuant to the provisions of the Companies Act, 2013 (‘Act’)
Auditors and as per the recommendations of the Audit, and SEBI (Listing Obligations and Disclosure Requirements)
Risk Management and Ethics Committee. Regulations, 2015 (‘SEBI LODR Regulations’) and who shall
hold office upto the date of this Annual General Meeting,
c. 
Basis of recommendation: The recommendations as recommended by the Nomination and Remuneration
are based on the fulfilment of the eligibility criteria Committee (‘NRC’).
prescribed under the Companies Act, 2013 and Rules
made thereunder with regard to the fulltime partners, It is proposed to seek approval of the Members for the
statutory audit, experience of the firm, capability, appointment of Mr. Prashant Purker as an Independent

12 Devyani International Limited

 Notice

Director of the Company for a term of upto 5 (five) consecutive ITEM NO. 6
years in terms of Section 149 and other applicable provisions
of the Act read with Rules made thereunder and Regulations The Board of Directors at their meeting held on May 2, 2022
16 and 25 of the SEBI LODR Regulations. have appointed Mr. Rahul Suresh Shinde (DIN: 07166035) as
an Additional Director (designated as a Whole-time Director)
The Company has received a notice in writing from a of the Company with effect from May 2, 2022 pursuant to the
Member proposing the candidature of Mr. Prashant Purker provisions of the Companies Act, 2013 (‘Act’), who shall hold
for the office of Director of the Company. Further, Mr. office upto the date of this Annual General Meeting (‘AGM’)
Prashant Purker confirmed that he is not disqualified to act as recommended by the Nomination and Remuneration
as a Director in terms of Section 164 of the Act and he is Committee (‘NRC’).
not debarred from holding the office of Director by virtue
of any SEBI order or any other such authority and he is in Further, the Board of Directors at their meeting held on May
compliance with Rule 6 of the Companies (Appointment and 2, 2022 appointed Mr. Rahul Suresh Shinde (DIN: 07166035)
Qualification of Directors) Rules, 2014. as a Whole-time Director of the Company for a period of
upto 5 (Five) years with effect from May 2, 2022, subject to
The Company has also received consent from Mr. Prashant the approval of Members at this AGM, on such terms and
Purker to act as a Director and a declaration that he meets conditions including remuneration as recommended by the
the criteria of independence as prescribed both under NRC.
Section 149(6) of the Act and Regulations 16(1)(b) of the
SEBI LODR Regulations. In the opinion of NRC and Board It is proposed to seek approval of the Members for the
of Directors, Mr. Prashant Purker is a person of integrity
appointment of and remuneration payable to Mr. Rahul
and fulfils the conditions specified under the Act read with
Suresh Shinde, as a Whole-time Director of the Company,
Rules made thereunder and SEBI LODR Regulations for his
in terms of the applicable provisions of the Act. Broad
appointment as Independent Director of the Company and is
particulars of the terms of appointment of and remuneration
independent of the Management.
payable to Mr. Rahul Suresh Shinde are as under:
Given his expertise, knowledge and experience, the Board
is of the opinion that it would be in the interest of the a. Salary, Perquisites and Allowances:
Company to avail his services as an Independent Director of (` per month)
the Company.
Particulars Amount
Copy of the draft letter of appointment of Mr. Prashant
Basic Salary 10,80,648
Purker as an Independent Director setting out the terms
and conditions is available on website of the Company for HRA 5,40,324
inspection by the Members upto the date of AGM.
Supplementary Allowance 13,27,049
Details of Mr. Prashant Purker pursuant to the provisions Provident Fund 1,800
of (i) SEBI LODR Regulations and (ii) Secretarial Standard (Employer’s Contribution)
on General Meetings (‘SS-2’) issued by the Institute of
Company Secretaries of India are provided in the ‘Annexure’ Gratuity 51,979
to the Notice. Total CTC 30,01,800

Mr. Prashant Purker is interested in resolution set out at

b. 
The Company’s contribution to superannuation or
Item No. 5 of the Notice with regard to his appointment.
annuity fund, gratuity payable and encashment of leave,
The relatives of Mr. Prashant Purker may be deemed to be
interested in the resolution to the extent of their shareholding, as per the rules of the Company, shall be in addition to
if any, in the Company. Mr. Prashant Purker is not related to the remuneration under (a) above.
any Director of the Company
c. Increment in salary, perquisites and allowances and
Save and except the above, none of the other Directors / Key remuneration based on net profit or by way of bonus
Managerial Personnel of the Company / their relatives are, / performance linked incentive payable to Mr. Rahul
in any way, concerned or interested, financially or otherwise, Suresh Shinde, as recommended by NRC and approved
in the resolution. by the Board, shall be in addition to the remuneration
under (a) above. The said perquisites shall be
The Board of Directors of the Company recommends the evaluated, wherever applicable, as per the provisions
resolution set out at Item No. 5 for approval of the Members of Income Tax Act, 1961 or any rules or any statutory
as a Special Resolution. modification(s) or re-enactment(s) thereof.

13
d. Employee stock options granted / to be granted to Mr. Given his expertise, knowledge and experience, the
Rahul Suresh Shinde, from time to time, shall not be Board is of the opinion that it would be in the interest
considered as a part of perquisites under (a) above and of the Company to avail his services as a Whole-time
that the perquisite value of stock options exercised/ to Director of the Company.
be exercised shall be in addition to the remuneration
under (a) above. Details of Mr. Rahul Suresh Shinde pursuant to the
provisions of (i) SEBI (LODR) Regulations and (ii)
e. 
Reimbursement of Expenses: Expenses incurred for Secretarial Standard on General Meetings (‘SS-2’)
travelling, boarding and lodging during business trips issued by the Institute of Company Secretaries of India
and provision of car(s) for use on Company’s business are provided in the ‘Annexure’ to the Notice.
and communication expenses shall be reimbursed at
actuals and not considered as perquisites. Further, by virtue of exercise of employee stock options,
the total managerial remuneration has exceeded / may
f. General: exceed during the previous / succeeding financial years
i. The Whole-time Director shall perform his duties beyond the prescribed limits of 10% and 11% of net
in the interest of the Company. profits of the Company to the Executive Director(s) and
all Director(s) respectively as prescribed under Section
ii. The Whole-time Director shall act in accordance 197 of the Act read with Rules made thereunder or other
with the Articles of Association of the Company applicable provisions or any statutory modifications
and shall abide by the provisions contained in the thereof. Hence, the approval of the shareholders is
Act including related Rules and the provisions sought by way of special resolution pursuant to the
contained in the Securities and Exchange Board provisions of Section 197 of the Act read with Rules
of India (Listing Obligations and Disclosure made thereunder.
Requirements) Regulations, 2015 [‘SEBI (LODR)
Regulations’]. 
S tatement of information/details for the
members pursuant to Section II of Part II of
iii. The Whole-time Director shall adhere to the Code Schedule V of the Companies Act 2013:
of Conduct of the Company and shall also comply I. General Information
with the other policies and laws applicable on the (i) Nature of industry - Company is the one of the largest
Company. franchisee for Pizza Hut, KFC and Costa Coffee in India.
It is primarily engaged in the business of developing,
Pursuant to the provisions of the Section 197 read with managing and operation of Quick Service Restaurants
Section II of Part II of Schedule V of the Act, in the event for above Brands and its own non-franchised brand
of loss or inadequacy of profits in any financial year, the Vaango.
Company may pay the above-mentioned remuneration
to Mr. Rahul Suresh Shinde for a period of upto 3 (Three) (ii) Date or expected date of commencement of commercial
years with effect from May 2, 2022. production - Business Commenced on December
13, 1991.
The above may be treated as a written memorandum
setting out the terms of appointment of Mr. Rahul (iii) 
In case of new companies, expected date of
Suresh Shinde pursuant to the provisions of Section commencement of activities as per project approved
190 of the Act. by financial institutions appearing in the prospectus –
Not Applicable
Mr. Rahul Suresh Shinde satisfies all the conditions
set out in Part-I of Schedule V to the Act and also (iv) 
Financial performance (on standalone basis) based on
conditions set out under sub-section (3) of Section 196 given indicators as per Audited Financial Results for
of the Act for being eligible for his appointment. the year ended March 31, 2022:

The Company has received a notice in writing from (` in Millions except EPS)
a Member proposing the candidature of Mr. Rahul Particulars 2021-22 2020-21
Suresh Shinde for the office of Director of the Company.
Profit/Loss before Tax 1123.05 (700.28)
Further, Mr. Rahul Suresh Shinde confirmed that he is
not disqualified to act as a Director in terms of Section Profit/Loss after Tax 1533.83 (653.05)
164 of the Act and he is not debarred from holding the Earnings per share 1.29 (0.64)
office of Director by virtue of any SEBI order or any (EPS) (`)
other such authority. Turnover 18532.72 9987.64

14 Devyani International Limited

 Notice

(v) Foreign investments or collaborations, if any: (viii) Pecuniary relationship directly or indirectly with
The Company has two Foreign Subsidiaries plus one the Company or relationship with the managerial
Step down Subsidiary as below: personnel, if any: Except proposed remuneration
as stated above, Mr. Rahul Suresh Shinde does
1. 
Devyani International (Nepal) Private Limited not have any other pecuniary relationship with the
[100% Subsidiary] Company and its managerial personnel.
2. RV Enterprises Pte. Ltd [87% held by the Company]
III. Other information:
3. Devyani International (Nigeria) Limited
(i) Reasons for loss or inadequate profits: Reasons
(Step down Subsidiary: [78.75% held by RV for Inadequate profits includes Subdued market
Enterprises Pte. Ltd] demand due to lower discretionary spends by
the consumers and tough competitions due to
Further, 15.03% Shares of the Company are held by low product pricing of similar products by other
Foreign Body Corporates. market players of the same kind of business.

II. Information about the appointee (ii) 

Steps taken or proposed to be taken for
(i) Date of Birth: February 22, 1978 improvement: Cost Optimization, introduction of
new products and aggressive marketing efforts.
(ii) 
Experience and Background details: Mr. Rahul
Suresh Shinde have done Masters & PhD (iii) Expected increase in productivity and profits in
in Industrial Engineering from University measurable terms: The productivity will increase
of Wisconsin-Madison and BE Mechanical with the pickup in sales and Company will attain
Engineering from University of Pune, Maharashtra. reasonable profits in near future.

Mr. Rahul Suresh Shinde has two decades of  r. Rahul Suresh Shinde is interested in resolution set out
M
experience leading various roles & projects. at Item No. 6 of the Notice with regard to his appointment.
Earlier, he has been responsible to steward KFC The relatives of Mr. Rahul Suresh Shinde may be deemed
brand in Asia’s largest markets (Japan, Indonesia to be interested in the resolution to the extent of their
Korea) and emerging ones (Myanmar and shareholding, if any, in the Company. Mr. Rahul Suresh
Mongolia) about 2000 restaurants including YUM Shinde is not related to any Director of the Company.
restaurants. A Global leader with solid track of
delivering results. He has an experience of setting  ave and except the above, none of the other Directors / Key
S
up successful emerging & developed market Managerial Personnel of the Company / their relatives are,
experiences of operating P&JLs, developing in any way, concerned or interested, financially or otherwise,
strategy followed by execution and managing in the resolution.
large teams.
 he Board of Directors of the Company recommends the
T
(iii) Past remuneration: Not Applicable resolution set out at Item No. 6 for approval of the Members
as a Special Resolution.
(iv) Recognition or awards: Nil
ITEM NO. 7
(v) Job profile and suitability: Whole-time Director Considering the rich experience and contribution made by
Mr. Ravi Jaipuria, Non-executive Chairman of the Company,
(vi) Terms and Conditions of Appointment including the Board of Directors in their meeting held on May 2, 2022,
remuneration proposed: As given in explanatory
as recommended by the Nomination and Remuneration
statement.
Committee of the Board of Directors, recommended the
payment of profit related commission to Mr. Ravi Jaipuria,
(vii) 
Comparative remuneration profile with respect
to industry, size of the Company, profile of the subject to approval of Members of the Company for the
position and person: As a normal industry trend, Financial Year ending March 31, 2023, to be determined by
the proposed remuneration to Mr. Rahul Suresh the Board of Directors of the Company or any Committee
Shinde, possessing invaluable and rich knowledge, of the Board (‘the Board’) which may exceed 50% of the
experience and insights complemented with the total annual profit related commission payable to all Non-
vast business experience, is comparable with executive Directors, up to the limit of 1% of the Net Profit of
Executive Directors of other Companies and is the Company for the Financial Year ending March 31, 2023,
in parity with the Industry Standards for such a as computed in the manner laid down in Section 198 of the
responsible position. Companies Act, 2013.

15
Mr. Ravi Jaipuria is not drawing any remuneration from the Committee, the Board of Directors at their meeting held on
Company. February 4, 2022 approved and recommended ratification
of the ESOP Scheme in terms of Regulation 12(1) of the
Mr. Ravi Jaipuria is interested in resolution set out at Securities and Exchange Board of India (Share Based
Item No. 7 of the Notice. The relatives of Mr. Ravi Jaipuria Employee Benefits and Sweat Equity) Regulations, 2021
including Mr. Varun Jaipuria (Non-executive Director) may
(‘SEBI ESOP Regulations’) and the proposed amendments /
be deemed to be interested in the resolution to the extent of
variations in the ESOP Scheme inter-alia to align the same
their shareholding, if any, in the Company.
with the SEBI ESOP Regulations and also to facilitate grant
Save and except the above, none of the other Directors / Key of options to the employees of holding, subsidiary, group
Managerial Personnel of the Company / their relatives are, or associate company(ies) of the Company, subject to the
in any way, concerned or interested, financially or otherwise, approval of Members of the Company.
in the resolution.
In terms of Section 62 of the Companies Act, 2013 read
The Board of Directors of the Company recommends the with the Companies (Share Capital and Debenture) Rules,
resolution set out at Item No. 7 for approval of the Members
2014 and Regulations 6(3)(c), 7 and 12 of the SEBI ESOP
as a Special Resolution.
Regulations, approval of the Members is sought by way
ITEM NO. 8 & 9 of Special Resolution for ratification of the ESOP Scheme
Company implemented Employees Stock Option Scheme and approval of amendments / variations in the ESOP
2021 (‘ESOP Scheme’) with a view to attract, retain and Scheme and grant of Options to the eligible Employees of
motivate employees of the Company, which was duly holding, subsidiary, group or associate company(ies) of the
approved by the Members at their Extra-ordinary General Company.
Meeting held on March 17, 2021.
The required details of amendments / variations in terms
Considering that the Company’s equity shares got listed
of Section 62 of the Companies Act, 2013 read with the
on BSE Limited and National Stock Exchange of India
Limited with effect from August 16, 2021 and based on Companies (Share Capital and Debenture) Rules, 2014 and
the recommendation of Nomination and Remuneration Regulation 7(4) of the SEBI ESOP Regulations are as under:

a. Details of variation to the ESOP Scheme:

Clause No. Existing Provision Revised Provision (Changes are in italics)
3.1 a1) - ‘Associate company’ shall have the same
meaning as defined under section 2(6) of the
Companies Act, 2013.
3.1 c) ‘Company’ means Devyani International Limited, a ‘Company’ means Devyani International Limited,
public company incorporated under the provisions of a public company incorporated under the
the Companies Act 1956, having its registered office provisions of the Companies Act 1956, having its
at F-2/7, Okhla Industrial Area, Phase-I, New Delhi- registered office at F-2/7, Okhla Industrial Area,
110 020, its successors and assigns, and where the Phase-I, New Delhi- 110 020, its successors
context so permits includes its Holding Company and/ and assigns, and where the context so permits
or its Subsidiary includes its Holding, Subsidiary, Group or
Associate companies;
3.1 e) ‘Employee’ shall have the same meaning as ascribed Deleted
to it in the Clause 7 of this Scheme.
3.1 l1) - ‘Group company’ means two or more companies
which, directly or indirectly, are in a position to-
(i) exercise 26% or more of the voting rights in
the other company; or
(ii) appoint more than 50% of the members of
the Board of Directors in the other company;
or
(iii) 
control the management or affairs of the
other company

16 Devyani International Limited

 Notice

Clause No. Existing Provision Revised Provision (Changes are in italics)

3.1 m1) - ‘Long Leave’ means an approved leave taken by
the Grantee for a period of more than three months
out of twelve months starting from the date of
grant / vesting, as the case may be.
Provided that the period of long leave shall not
include the period in which the Grantee is on a
sabbatical. In all other events including approved
earned leave and sick leave, the period of leave
shall be included to calculate the Long Leave
unless otherwise determined by the Committee.
3.1 v) ‘Share’ means equity share of the Company of the face ‘Share’ means an equity share of the Company of
value of Rs. 10/- each and the securities convertible the face value of Re. 1/- each and the securities
into such equity shares. convertible into such equity shares.
7 Coverage of this Scheme: In these Scheme, unless Coverage of this Scheme: In these Scheme,
otherwise specified: unless otherwise specified:
‘Employee’ means: ‘Employee(s)’ means:
(i) a permanent employee of the Company who has (i) an employee as designated by the Company,
been working in India or outside India; or who is exclusively working in India or outside
India; or
(ii) a director of the Company, whether a whole time
director or not but excluding an independent (ii) a director of the Company, whether a whole
director; or time director or not, including a non-executive
director who is not a promoter or member
(iii) an employee as defined in clauses (a) or (b) of
of the promoter group, but excluding an
a Subsidiary, in India or outside India, or of a
independent director; or
Holding Company of the Company.
(iii) an employee as defined in sub-clauses (i) or
(ii), of a group company including subsidiary
or its associate company, in India or outside
India, or of a holding company of the
company.
14 Exercise Price and Valuation: Exercise Price and Valuation:
Options granted to Employees under this Scheme shall Options granted to Employees under this Scheme
be at the Exercise Price to be decided by the Nomination shall be at the Exercise Price to be decided by the
and Remuneration Committee in accordance with the Nomination and Remuneration Committee as per
Regulations and accounting policies, provided the the guidelines under the Regulations, provided
Exercise Price under this Scheme shall be same for all the Exercise Price under this Scheme shall be
Grantees. same for all Grantees whom stock options are
granted on a same date.

17
 Clause No. Existing Provision Revised Provision (Changes are in italics)
15(iii) The Vesting will occur as per the following Vesting The Vesting will occur as per the following
Schedule: Vesting Schedule:
Period for Vesting of Option % of Options
that shall vest Period for Vesting of Option % of Options
that shall vest
First Vest: On March 17, 2022 i.e. 25%
1st Anniversary of the Grant of the First Vest: 1st Anniversary of 25%
Options. the Grant of the Options.

Second Vest: On March 17, 2023 25% Second Vest: 2nd Anniversary 25%
i.e. 2nd Anniversary of the Grant of of the Grant of the Options.
the Options. Third Vest: 3rd Anniversary of 25%
Third Vest: On March 17, 2024 i.e. 25% the Grant of the Options.
3rd Anniversary of the Grant of the Fourth Vest: 4th Anniversary of 25%
Options. the Grant of the Options.
Fourth Vest: On March 17, 2025 i.e. 25% Provided that minimum vesting period of 1 (One)
4th Anniversary of the Grant of the year will not be applicable in the event of death or
Options.
disability of an employee and in such instances,
Percentage of Options, as per the above Vesting the options shall vest as per Clause 16.4 and 16.5
Schedule, would vest in the Grantee only upon of the ESOP Scheme.
completion of the respective period. There shall be a
minimum period of one year between the Grant and
the Vesting of the Options.
16.1 In the event of an Option Grantee ceasing to be an In the event of an Option Grantee ceasing to
Employee of the Company because of resignation or be an Employee of the Company because of
termination of employment, then unvested Options resignation or termination of employment
held by the Grantee shall forthwith lapse. However, the (other than due to reasons of misconduct of
Option Grantee can exercise the vested Options within the Employee), then unvested Options held by
the notice period of the employee for resignation of the Grantee shall forthwith lapse. However, the
employment under his/her employment agreement Option Grantee can exercise the vested Options
with the Company. Further, such Grantee can retain within the notice period of the grantee/employee.
all of his/her vested Options subject to the terms and
conditions of this Scheme and the approval of the
Nomination and Remuneration Committee.
16.2 Where the Grantee has dissociated from the Company Where the Grantee has dissociated from the
and is engaged in activities which are materially Company and is engaged in activities which
detrimental to the business or interests of the are materially detrimental to the business or
Company, its subsidiaries or its Employees, all the interests of the Company or its employees, all
vested and unvested Options held by the Grantee shall the vested and unvested Options held by the
be cancelled partly or in full as a disciplinary measure Grantee shall be cancelled partly or in full as a
disciplinary measure.
16.6 In the event of a Grantee disassociating from the In the event of a Grantee ceases to be an
Company due to superannuation or retirement at Employee of the Company due to superannuation
the instance of or with consent of the Company, or retirement, the Grantee will continue to hold all
the Grantee will continue to hold all Vested Options Vested Options and can exercise them anytime
and can exercise them anytime within the Exercise within the Exercise Period. Unvested Options
Period. Unvested Options shall vest in such Grantee shall continue to vest in accordance with the
as on the date of superannuation or retirement at the respective vesting schedules even after retirement
instance of or with the approval of the Nomination or superannuation, provided, the holding of
and Remuneration Committee, as the case may be, Vested Options and vesting of Unvested Options
provided, the holding of Vested Options and vesting of will be permissible only if the Grantee does not
Unvested Options will be permissible only if the Grantee enter into competition / is not employed by a
does not enter into competition / is not employed by competitor. In the event that the Company finds
a competitor. In the event that the Company finds that such Grantee has entered into competition/
that such Grantee has entered into competition/is is employed by a competitor, the Company may in
employed by a competitor, the Company may in its its sole discretion cancel all Options, Vested (not
sole discretion cancel all Options, Vested or Unvested, Exercised) or Unvested and held by the Grantee.
not Exercised and held by the Grantee.

18 Devyani International Limited

 Notice

Clause No. Existing Provision Revised Provision (Changes are in italics)

16.7 In the event that Employee who has been Granted Replaced with following provision:
benefits under this Scheme is transferred or deputed In the event of a Grantee going on Long Leave,
to an associate company prior to Vesting or Exercise, the treatment of Options granted to him,
the Vesting and Exercise as per the terms of Grant whether vested or not, shall be determined by
shall continue in case of such transferred or deputed the Committee, whose decision shall be final &
Employee even after the transfer or deputation. binding.
17.3 The Grantee shall exercise his Options by submitting, The Grantee shall exercise his Options by
during the Exercise Period, the Exercise application, in submitting, during the Exercise Period, the
the format provided by the Company, along with the Exercise application, in the format provided
demand draft, favouring the Company, for the total by the Company, along with the demand draft/
money payable by him in respect of the Exercise Price, cheque/ RTGS/ other electronic mode, favouring
calculated as the number of ESOS Shares covered the Company, for the total money payable by him
under Exercise multiplied by the Exercise Price per in respect of the Exercise Price, calculated as the
ESOS Share. number of ESOS Shares covered under Exercise
multiplied by the Exercise Price per ESOS Share.
17.9 - Options can be Exercised in full or in part(s) in
respect of the Options Vested on a Vesting Date.
25 The Nomination and Remuneration Committee, as The Board of Directors, on the recommendation
the case may be, may, at any time, in exercise of the of the Nomination and Remuneration Committee,
powers vested by the members of the Company in may from time to time amend, alter or terminate
the general meeting approving the introduction of the Scheme or any Grant or the term and conditions
the Scheme, change the terms and conditions of the thereof, provided that no amendment, alteration or
Scheme in order to comply with the laws / enactments, termination in any Grant previously made may be
or amendments thereto, that have a bearing on the carried out, which would impair or prejudice the
Scheme. Such change however will not be to the rights of the Employees who have been Granted
detriment of the Grantee. the Options. Provided further that, the Board will
not, without the approval of the Shareholders,
amend the term of the Scheme in any manner,
which may be detrimental to the interest of the
Employees. Without prejudice to the above, the
Board of Directors may, without any reference to
or consent of the Employee concerned, amend the
Scheme or Grant or any agreement, to comply with
any law, regulation or guideline, which is or may
hereinafter, become applicable to the Scheme.

b. Rationale for variation of ESOP Scheme:

(i) The proposed ratification and amendments / variations to the ESOP Scheme are to be undertaken to comply with
the SEBI ESOP Regulations and to allow the grant of options to the employees of holding, subsidiary group or
associate company(ies) of the Company; and

(ii) The proposed amendments / variations are not detrimental to the interests of the current option grantees of the
Company.

c. Details of employees who are beneficiaries of such variation:

All eligible Employees to whom the options are granted / to be granted under the ESOP Scheme.

19
d. Disclosures as per SEBI ESOP Regulations:
Sl. Particulars Disclosure
No.
1. Brief description of the Scheme ESOP Scheme has been formulated with objective to enable the Company
to Grant Options for Equity Shares of the Company to the eligible Employees
as defined in the ESOP Scheme.
ESOP Scheme was approved by the Shareholders at their Extra-ordinary
General Meeting held on March 17, 2021.
The objectives of the ESOP Scheme are to:
(i) promote the long-term financial interest in the Company by offering to
eligible Employees an opportunity to participate in the share capital of
the Company;
(ii) attract and retain high quality human talent in the employment of the
Company by providing them the incentives and reward opportunities;
(iii) achieve sustained growth of the Company by aligning the interests of
the employees with the long term interests of the Company;
(iv) create a sense of ownership among the Employees of the Company and
provide them with wealth creation opportunities, while in employment
of the Company;
(v) bring loyalty among the employees of the Company by introducing
the ownership factor and thereby bring improvement in individual and
group performance.
2. Total number of options to be 5,57,37,500
offered and granted
3. Identification of classes of (a) an employee as designated by the Company, who is exclusively working
employees entitled to participate in India or outside India; or
and be beneficiaries in the ESOP
(b) a director of the Company, whether a whole time director or not,
Scheme
including a non-executive director who is not a promoter or member of
the promoter group, but excluding an independent director; or
(c) an employee as defined in sub-clauses (i) or (ii), of a group company
including a subsidiary or its associate company, in India or outside
India, or of a holding company of the Company.
4. Requirements of vesting and Minimum vesting period of 1 (One) year and maximum period of 4 (Four)
period of vesting years from the date of respective grant of Options to the grantee as per
5. Maximum period within which the vesting schedule at Clause 15(iii) of the ESOP Scheme.
options shall be vested
Provided that minimum vesting period of 1 (One) year will not be applicable
in the event of death or disability of an employee and in such instances, the
options shall vest as per Clause 16.4 and 16.5 of the ESOP Scheme.
6. Exercise price, purchase price or Exercise Price or pricing formula shall be decided by the Nomination and
pricing Formula Remuneration Committee as per SEBI ESOP Regulations.
7. Exercise period/offer period and After each vesting, the Grantee shall have a maximum period of 5 (Five) years
process of exercise/acceptance for exercising the respective options so vested as per process of exercise
of offer and acceptance of grant specified in Clause 17 of the ESOP Scheme.
8. The appraisal process for The appraisal process for determining the eligibility of the employee will
determining the eligibility of be specified by the Nomination and Remuneration Committee and will
employees for the ESOP Scheme be based on criteria such as the seniority of the employee, qualification,
experience, past performance levels, future performance indicators, etc.
and / or any such other criteria that may be determined by the Nomination
and Remuneration Committee.

20 Devyani International Limited

 Notice

Sl. Particulars Disclosure

No.
9. Maximum number of options No employee shall be granted options during any 1 (one) year, equal to
to be offered and issued per or exceeding 1% of the issued share capital of the Company (excluding
employee and in aggregate, if any outstanding warrants and conversions) at the time of grant of such options
except with the specific approval of the Members of the Company in a
general body meeting.
10. Maximum quantum of benefits to Any benefit other than grant of options or consequential issue of equity
be provided per employee under shares is not envisaged under the ESOP Scheme. Accordingly, the maximum
ESOP Scheme quantum of benefit for the employees under the ESOP Scheme is the
difference between the exercise price of the options and the market price
of the equity shares of the Company as on the date of exercise of options.
11. Whether the ESOP Scheme is to ESOP Scheme is to be implemented and administered directly by the
be implemented and administered Company.
directly by the Company or
through a trust
12. Whether the ESOP Scheme ESOP Scheme involves new issue of shares by the Company. There will not
involves new issue of shares be any secondary acquisition of shares by the Company.
by the Company or secondary
acquisition by the trust or both
13. The amount of loan to be provided Not applicable since the ESOP Scheme is to be implemented and
for implementation of the ESOP administered directly by the Company.
Scheme by the Company to
the trust, its tenure, utilization,
repayment terms, etc.
14. Maximum percentage of Not applicable.
secondary acquisition that can be
made by the trust for the purposes
of the ESOP Scheme
15. A statement to the effect that the The Company shall conform to the accounting policies specified in
company shall conform to the Regulation 15 of SEBI ESOP Regulations.
accounting policies specified in
regulation 15
16. The method which the Company Fair value.
shall use to value its options
17. The following statement if In case the Company calculates the employee compensation cost using the
applicable: intrinsic value of the stock options, the difference between the employee
compensation cost so computed and the cost that shall have been
In case the company opts
recognized if it had used the fair value of the employee stock options, shall
for expensing of share based
be disclosed in the Board’s Report and also the impact of this difference on
employee benefits using the
profits and on earnings per share of the Company shall also be disclosed in
intrinsic value, the difference
the Board’s Report.
between the employee
compensation cost so computed
and the employee compensation
cost that shall have been
recognized if it had used the fair
value, shall be disclosed in the
Directors’ report and the impact
of this difference on profits and on
earnings per share (‘EPS’) of the
company shall also be disclosed
in the Directors’ report’

21
 Sl. Particulars Disclosure
No.
18. Period of lock-in Nil
19. Terms & conditions for buyback, Nil
if any, of specified securities
covered under these regulations
20. Conditions under which the Where the Grantee has dissociated from the Company and is engaged in
option vested in employees may activities which are materially detrimental to the business or interests of the
lapse, e.g. in case of termination Company or its employees, all the vested and unvested Options held by the
of employment for misconduct Grantee shall be cancelled partly or in full as a disciplinary measure.
21. Specified time period within
In case of termination of service of the Grantee for reason of misconduct, all
which the employee shall exercise
options, vested and unvested, shall lapse with immediate effect.
the vested options in the event
of a proposed termination of In the event of an Option Grantee ceasing to be an Employee of the Company
employment or resignation of an because of resignation or termination of employment (other than due to
employee reasons of misconduct of the Employee), then unvested Options held by the
Grantee shall forthwith lapse. However, the Option Grantee can exercise the
vested Options within the notice period of the grantee/employee.

The Company shall conform to the applicable accounting to the ESOP Scheme and to the extent of their shareholding
standards/policies as specified in Regulation 15 of SEBI in the Company, if any.
ESOP Regulations.
Save and except the above, none of the other Directors / Key
The draft of revised ESOP Scheme with the proposed Managerial Personnel of the Company / their relatives are,
amendments / variations is available on website of the
in any way, concerned or interested, financially or otherwise,
Company for inspection by the Members up to the date of
in the resolution, except to the extent of their shareholding,
AGM.
if any, in the Company.
Directors / Key Managerial Personnel / their relatives who
are/ may be granted stock options under ESOP Scheme may The Board of Directors of the Company recommends the
be deemed to be concerned or interested in the resolution to resolutions set out at Item Nos. 8 and 9 for approval of the
the extent of stock options granted / to be granted pursuant Members as Special Resolution.

By Order of the Board

For Devyani International Limited

Varun Kumar Prabhakar

Company Secretary and Compliance Officer
Membership No. ACS-30496
Place: Gurugram Address: F-2/7, Okhla Industrial Area,
Date: May 2, 2022 Phase – I, New Delhi - 110 020

22 Devyani International Limited

 Notice

Annexure

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Secretarial Standard-2 issued by the Institute of Company Secretaries of India, the following information is furnished
about the Directors proposed to be appointed or re-appointed:

Name of Director Mr. Varun Jaipuria Mr. Raj Gandhi Mr. Prashant Purker Mr. Rahul Suresh Shinde
(DIN: 02465412) (DIN: 00003649) (DIN: 00082481) (DIN: 07166035)
i) Date of Birth/ November 10, 1987 / 34 June 7, 1957 / 64 years July 5, 1962/59 years February 22, 1978/ 44
Age years years
ii) Qualifications Attended Millfield Bachelor’s degree in Graduate of IIT Kanpur Masters & PhD in Industrial
School, Somerset, Commerce from University and a rank holder from IIM Engineering from
England and holds a of Delhi. He is a member of Ahmedabad. University of Wisconsin
bachelor’s degree in the Institute of Chartered -Madison and BE
international business Accountants of India. Mechanical Engineering
from the Regent’s from University of Pune,
University, London. Also Maharashtra.
completed leadership
development program
at Harvard Business
School.
iii) Experience Mr. Varun Jaipuria is Mr. Raj Gandhi has total Mr. Prashant Purker is Mr. Rahul Suresh Shinde
presently working as 41 years of experience, ex MD & CEO of ICICI has two decades of
Non-Executive Director 29 years of experience isVenture. He has over 30 experience leading
of the Company. with the Group itself. He is
years of varied experience various roles & projects.
He has 13 years of instrumental in formulating
in Private Equity, Capital Earlier, he has been
experience in the soft strategy, diversification,
Markets, Technology and responsible to steward
drinks Industry. He has expansion, mergers
Banking. He has guided KFC brand in Asia’s
led the development and acquisitions, capex and mentored as a Director largest markets (Japan,
of our Company’s new planning and capital/
in more than 25 Indian and Indonesia Korea) and
business initiatives. fund raising. He enjoys overseas companies both emerging ones (Myanmar
rich relationship with as listed public companies and Mongolia) about 2000
as well as private and restaurants including
institutional investors
unlisted. YUM restaurants. A Global
and lenders. leader with solid track of
delivering results. He has
an experience of setting
up successful emerging
& developed market
experiences of operating
P&JLs, developing
strategy followed by
execution and managing
large teams.
iv) Terms and Mr. Varun Jaipuria is Mr. Raj Gandhi is Non- Mr. Prashant Purker is an Mr. Rahul Suresh Shinde
conditions of Non-Executive Director Executive Director of the Additional Director (in the is an Additional Director
appointment of the Company, liable to Company, liable to retire by category of Non-Executive (designated as a Whole-
/ re- retire by rotation. rotation. Independent Director) of time Director) of the
appointment the Company, not liable to Company, liable to retire
retire by rotation. by rotation.
v) Details of Nil Nil Nil As set out in the
remuneration explanatory statement.
sought to be
paid
vi) Last Nil Nil Nil Nil
remuneration
drawn (Per
Annum)

23
Name of Director Mr. Varun Jaipuria Mr. Raj Gandhi Mr. Prashant Purker Mr. Rahul Suresh Shinde
(DIN: 02465412) (DIN: 00003649) (DIN: 00082481) (DIN: 07166035)
vii) Date of first November 13, 2009 August 13, 2007 May 2, 2022 May 2, 2022
appointment
on the Board
viii) No. of shares 3,96,25,617 30,00,000 Nil Nil
held
ix) Relationship Mr. Varun Jaipuria is None None None
with other the son of Mr. Ravi
Directors, Jaipuria (Non-executive
Manager and Chairman)
other Key
Managerial
Personnel of
the Company
x) No. of Board 09/10 10/10 N.A. N.A.
Meetings
attended /
held during
Financial Year
2021-22
xi) Directorships 1. Dreamweaver 1. Alisha Torrent Closures 1. Assert Securetech 1. Noname Digital Private
held in other Investment and (India) Private Limited Private Limited Limited
companies Business Solutions2. CV Biotech Private 2. Devyani Food
Private Limited Limited Industries Limited
2. Empire Stocks 3. Cryoviva Biotech Private
Private Limited Limited
3. KV Retail Private 4. Devyani Food Street
Limited Private Limited
4. RJ Corp Limited 5. Devyani Food Industries
5. Varun Beverages Limited
Limited 6. KV Retail Private
Limited
7. Lineage Healthcare
Limited
8. RJ Corp Limited
9. Varun Beverages
Limited
xii)Chairman/ 1. Corporate Social 1. Stakeholders’ None None
Member of the Responsibility Relationship
Committee of Committee - Member Committee- Member
the Board of 2. IPO Committee -
Directors of Chairperson
the Company 3. Investment and
Borrowing Committee -
Chairperson
4. Share Allotment
Committee-
Chairperson
xiii)Committees 1. RJ Corp Limited 1. Varun Beverages None None
position a) Corporate Social Limited
held in other Responsibility a) Stakeholders
Companies Committee – Relationship
Member Committee -
b) Investment Member
and Borrowing b) Corporate Social
Committee – Responsibility
Member Committee- Member
C) Investment
and Borrowing
Committee –
Chairperson

24 Devyani International Limited

 Notice

Name of Director Mr. Varun Jaipuria Mr. Raj Gandhi Mr. Prashant Purker Mr. Rahul Suresh Shinde
(DIN: 02465412) (DIN: 00003649) (DIN: 00082481) (DIN: 07166035)
2. Varun Beverages d) Share Allotment
Limited Committee- Member
a) Corporate Social 2. RJ Corp Limited
Responsibility a) Audit Committee-
Committee – Member
Member b) Corporate Social
Responsibility
Committee- Member
c) Nomination and
Remuneration
Committee -
Member
d) Investment
and Borrowing
Committee –
Chairperson
3. Devyani Food Industries
Limited
a) Audit Committee-
Member
b) Corporate Social
Responsibility
Committee- Member
c) Nomination and
Remuneration
Committee - Member
d) Investment
and Borrowing
Committee –
Member
xiv) Resignation Nil Nil Go Fashion (India) Limited Nil
from listed
entities in the
past three
years

25
Notes
Notes
Notes
STRONG STRONGER
Performance. Prospects.

A n n u a l R e p o r t 2 0 2 1 -2 2
 READ ON...

12
Corporate Information 02
About Us 02
Strengths that Drive Performance 05
A Year of Strong Delivery 06
Chairman’s Message 08
Stronger Prospects with a Clear Strategy 10
Our Businesses 12

14
Regional Presence 20
Performance Highlights 21
Social Responsibility 22
Awards and Recognition 23
Board of Directors 24
Corporate Highlights 26

08
Statutory Reports 27
Board’s Report 27
Corporate Governance Report 50
Chairman’s
Management Discussion & Analysis 69
Message
Business Responsibility Report 75

Financial Statements 83
Consolidated Financial Statements 83
Standalone Financial Statements 181

To view this report online &

to know more about us,
please visit: dil-rjcorp.com

Forward-looking statements
This report may contain some statements on the Company’s business or financials which may be construed as
forward-looking based on the management’s plans and assumptions. The actual results may be materially different
from these forward-looking statements, although we believe we have been cautious.
At DIL, our business is underpinned by
robust fundamentals. In parallel, we are
moving ahead with a well-thought-out
strategy for scaling our growth.
In a year marked by continued impact of the pandemic and high input costs, we delivered record
results - both operationally and financially. From a successful listing on the Indian bourses
to the highest-ever store expansion to all-time high revenue and profits, our stellar holistic
performance is a clear endorsement of our business strengths and strategy.

A growing middle class, the emergence of new cities, and increasing internet penetration make
India’s consumption story one of the world’s most compelling. With our globally renowned
brands that meet the aspirations of New India and fast expanding presence across the country,
particularly in small towns, we see considerable opportunities for taking our business to new
heights. The clear direction that we have mapped for ourselves will continue to guide our
operations to unlock new possibilities.

We have delivered a strong

performance today. But this is
only the beginning as stronger
prospects beckon.
About Us
Established in 1991, Devyani International Limited (DIL) is a multi-
dimensional quick-service restaurant (QSR) player. We have well
recognized, global brands in our portfolio and are amongst the
large operators of QSRs in India.
DIL is the largest franchisee of Yum we have established in-house brands with greater brand accessibility, the
Brands1 in India. As the franchise such as Vaango and Food Street. substantial operating synergies across
partner of Yum Brands, we operate our brands, innovative product offerings,
their iconic brands KFC and Pizza Hut We have been consistently expanding strong technology adoption, and robust
in India as well as in Nigeria and Nepal. our store network over the years. In line supply chain management have further
We are also a franchisee for the Costa with changing customer expectations, strengthened our business model and
Coffee brand and stores in India. KFC, our physical stores have been integrated leadership position in the QSR segment
Pizza Hut and Costa Coffee together with digital and delivery capabilities to in India.
comprise our core brands. In addition, drive an omnichannel presence. Along

OUR BRAND PORTFOLIO

OUR BUSINESS VERTICALS

CORE BRANDS INTERNATIONAL OTHER

BUSINESS PRESENCE BUSINESS
Operations of KFC, Pizza Operations of KFC and Pizza Operations of own brands
Hut and Costa Coffee stores Hut stores in Nepal and and certain other operations
in India Nigeria in the F&B industry in India

1
Reference to “Yum Brands” or “Yum India” means
Yum Restaurants (India) Private Limited

02 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

FAST FACTS

25
YEARS OF ASSOCIATION WITH
`2,995 Mn
EBITDA FOR FY2022
YUM INDIA

832
CORE BRANDS’ STORES IN INDIA
`1,551 Mn
NET PROFIT FOR FY2022

938
TOTAL SYSTEM-WIDE STORE COUNT
>12,000
EMPLOYEES

204
CITIES CORE BRANDS’ PRESENCE
IN INDIA

`20,840 Mn
REVENUE FROM OPERATIONS
FOR FY2022

Note: All figures are as of March 31, 2022,

unless mentioned otherwise
Annual Report 2021-22 03
Our Vision
To be the most preferred Restaurant Company.

Our Mission
To be a people-centric, customer-focused & process-driven
company pushing for excellence in operations and constantly
striving for sustainable growth.

Our Purpose
Spreading happiness and joy on all occasions.

Our Values
Ownership Customer First Sustainable Growth Financial Discipline

04 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Strengths that Drive Performance

01 02 03
Portfolio of well-
Multi-dimensional Cross brand synergies
recognized global brands
comprehensive QSR leading to operating
that cater to diverse
player leverage
customer preferences

We operate iconic global brands Our vast industry experience is We have a centralized supply
known for innovative and quality complemented by our technical, chain for our multiple brands.
food offerings. Further, our multi- marketing and operational Apportionment of corporate
brand portfolio offers a variety expertise, with quality, safety, overhead across a larger
of cuisine options with products customer experience, digital restaurant network, competitive
straddling price points, enabling adoption, delivery, people and lease rentals for multiple brands
us to meet varied customer culture being focus areas. in one location, and economies
preferences. of scale are other benefits of our
multi-brand portfolio.

04 05 06
Strong presence across Disciplined financial Experienced
key consumption approach with focus on management and
markets cash flows and returns talented team

Our store network is being We are able to generate strong Our business strategy is devised
consistently expanded to returns by efficiently managing and executed by an experienced
consolidate our presence in our operations and leveraging leadership team. Our operations
existing cities while growing the benefits of scale. Improved are driven by a motivated and
our presence in new markets. brand performance, network talented team who are able to
Further, a cluster-based expansion based on detailed site further grow their skills in a work
approach and penetration selection analysis and continued environment that promotes
strategy optimizes our cost optimization initiatives transparency and open culture.
supply chain and drives cost further strengthen our financial
efficiencies. metrics.

Annual Report 2021-22 05

A Year of Strong Delivery
Opened highest-ever Net New Units (NNUs#)

Opened 246 NNUs in FY2022, taking our total store count to 938
and store count across our core brands to 832.

#
NNU = Gross additions less closure

Forayed into ~50 new Indian cities

Expanded our footprint by nearly 50 new cities this

year and are now present in 200+ cities pan-India.

Extended partnership with Costa Coffee

Entered into a revised development agreement for our

existing Costa business, pursuant to which we have pan-India
development rights.

Publicly listed

Successful completion of Initial Public Offering and

listing on the Indian bourses in August 2021.

Inclusive and Responsible

Operate 20-plus stores fully managed by women. Supporting

development of smaller entrepreneurs in ecosystem through KFC
Sahyog program.

06 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Recorded highest-ever revenue

Revenue from operations surpassed ₹ 20,000

million despite the COVID-19 impact, with year-
on-year revenue growing by 84%.

Achieved 3x increase in EBITDA

Consolidated EBITDA (Pre-IndAS) stood at

₹ 2,995 million as against ₹ 919 million in
the previous year.

Turned Profitable

Profit after Tax (PAT) stood at ₹ 1,551 million as

against a loss of ₹ 813 million in the previous year.

Net Debt Free

DIL is net debt free on an external debt basis. All

expansion has been funded through internal accruals.

Near 100% EBITDA conversion

Continued to generate strong cash flows during

the year, putting us in a comfortable position to
internally fund new store addition.

Annual Report 2021-22 07

Chairman’s Message

DIL demonstrated great resilience and

our unwavering commitment to growth
translated FY2022 into a record year
of performance. We opened 246 new
stores during the year – the highest ever
for our Company.

The past year continued to be costs, further exacerbated due to the

Dear Shareholders, characterized by the pandemic and ongoing geopolitical crisis and its
I am pleased to present to you our
its impact on communities and the ripple effect on global supply chains.
Annual Report, the maiden one since
economy. The initial part of the fiscal
our public listing. At the outset, I Against this tough backdrop, DIL
was particularly challenging with
welcome the new shareholders to demonstrated great resilience and our
the second wave of the pandemic
the DIL family and offer my thanks to unwavering commitment to growth
in India claiming innumerable lives
the investor community for believing translated FY2022 into a record year
and overwhelming the nation’s health
in our growth story. Our Company’s of performance. We opened 246 new
infrastructure owing to the surge in
Initial Public Offering (IPO) received stores during the year – the highest
infection caseload. While the situation
an overwhelming response being ever for our Company. Our financial
eased from the second quarter
subscribed 116 times. Your trust in performance mirrored our store
onward, a milder variant of COVID-19
us reinforces our confidence and expansion success as we generated
returned once again in the final quarter
motivates us to work harder to pursue record revenues, best margins, and
to partially disrupt operations. We are
a higher growth trajectory. record delivery of profits. Our revenues
also witnessing high inflation in input

08 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

through deploying best-in-class digital

grew 84% year-on-year to reach
ordering and payment technologies
₹ 20,840 million, clearly proving the
strength of our brands. Our strong and by ensuring the quality and
focus on financial discipline and safety of our operations. We also
effective management of input costs remain committed to investing in our To realize our growth
employees as they are integral to our
expanded our consolidated pre-IndAS
success and promoting inclusion and
aspirations, we are
EBITDA margin to 14.4% from 8.1% in
the previous year, while net profit stood diversity in the workplace. strategically deepening
at ₹ 1,551 million against a loss in the
previous year.
Looking ahead, the unfolding macro our presence in our
situation of rising input costs does
pose short-term challenges. We have
existing clusters as
It has also been a year of significant
milestones for our core brands in India taken judicious pricing adjustments well as increasing our
to mitigate the impact of input cost
with KFC crossing ₹ 10,000 million in
inflation and we continue to monitor
footprint in the emerging
revenues and Pizza Hut clocking more
than ₹ 5,000 million in revenue. This further developments. Notwithstanding cities in India.
was achieved on the back of aggressive this temporary impact, we remain
store expansion and innovative product optimistic about our prospects given
launches coupled with our continued our strong multi-brand portfolio and
focus on safety, health, and hygiene. steadfast focus on effective cost
For Costa Coffee, we entered into a management. The Indian economy
revised development agreement, which continues to be driven by consumption
demonstrated in this challenging year. I
grants us development rights across and while the pandemic interrupted
would also like to convey my gratitude
India in a phased manner. this consumption growth, consumption
is now back on track. The success to our Board Members for their constant
To realize our growth aspirations, of the massive vaccination drive has guidance and insights. Finally, I once
we are strategically deepening our receded customer anxieties relating again thank our shareholders and all
presence in our existing clusters to the pandemic. Increasing affluence, other stakeholders and look forward
as well as increasing our footprint growing internet penetration and to your continued support as we seek
in the emerging cities in India. The favorable demographics will drive India’s
to create long-term sustainable value.
foodservice industry is witnessing retail market, including the foodservice
a marked shift with customers At DIL, we are truly excited about our
industry, in the medium and long term.
preferring convenience channels and growth prospects and are determined
DIL is well-positioned to cater to the
in-home consumption, a trend further young Indian consumers' expectations to work with greater vigor to scale new
accentuated by the consequences of and meet their changing lifestyle and heights.
the pandemic. At DIL, we have been eating-out habits.
ahead of these trends, transitioning Warm regards,
our stores to a delivery-focused format In closing, I would like to take this
even before the pandemic. We are opportunity to thank our people for the RAVI JAIPURIA
also enriching customer experiences commitment and hard work they have Chairman

Annual Report 2021-22 09

Stronger Prospects with a Clear Strategy

We are well placed

to capitalize on
the significant
opportunity that
India presents in the
foodservice industry
and more particularly
in the QSR segment.
Our confidence stems
from clear strategy
that we are pursuing
across our brands.

Expand store network COVID-19 continuing to challenge for retail. Our long-term focus is on
We seek to expand our presence so the year in review, we stayed true to consolidating our presence in key
that more customers can access our our expansion plan, adding 246 new metro cities, while tapping into smaller
globally-renowned brands. Our growing stores (net). With ample headroom to towns, enabling us to take our brands
presence also improves brand visibility open new stores, we are confident of closer to our customers.
and salience. This helps the existing maintaining this pace of expansion
over the coming years. We remain During the year, aligned with our
store base as well as creates a virtuous strategy, we actively expanded the
cycle of store expansion. Further, as we focused on selecting the best sites in
terms of footfalls and visibility. presence of our core brands to new
open more stores, it also enables us to towns and emerging cities where
get leverage on our fixed costs such
Increase focus on small towns there is strong potential for growth.
as brand building and administrative
and emerging cities As of March 31, 2022, non-metro cities
expenses across our store network to account for 51% of our core brand
drive better margins. Growing customer aspirations driven
stores as against 48% in the same
by increased incomes and internet
Our objective is to open around 200- period of the prior year.
penetration have made India’s small
250 new stores every year. Despite towns promising yet untapped markets

10 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Set up delivery-focused stores like cash & inventory management, We are equally committed to improve
maintenance, safety & security, guest our backend processes and drive
Consumption habits are changing with
experience management, etc. cost efficiencies through technology
customers increasingly preferring in-
enhancements. We implemented a
home consumption, particularly for
Modules for development of Shift new system for our vendor partners
cuisines that can be enjoyed as much which greatly simplifies procurement
Managers and Asst. Restaurant
in the comfort of homes. COVID-19 has across our stores in a centralized
Managers focus on boosting productivity,
further transformed customer habits, manner. We are also leveraging SAP
maximizing restaurant performance,
making home the hub of all activities. platform to automate our contracts
demand forecasting, cost management
Aligned with this shift in customer & lease agreements. We pride
and team development.
behavior, we are now setting up omni- ourselves on being a responsible and
channel stores with a greater focus on These trainings are conducted with compliant company. Towards this end
delivery. a regular cadence by in-house team we are increasingly moving towards
which is certified by respective cloud-based systems for store-level
Our delivery-focused stores are of compliance and license renewals.
Franchisee's global teams.
a smaller size than the legacy dine-
New delivery channels like Magicpin
in focused ones. At the same time, Invest in technology and focus and Dotpe are emerging and we
adequate seating arrangements are on digital capabilities continue to integrate our systems with
also provided for customers who wish
As in so many other sectors, the rise of these and a larger number of third-
to enjoy the meals in the store itself. As
digital technology is reshaping the food party riders as well to ensure that we
a strategy, the smaller format stores continue to serve a larger number
service industry. In fact, when ordering
are working very well, enabling us to of customers – irrespective of the
food, customers expect the same
drive cost efficiencies at each level and platform and channel they prefer. We
level of convenience and experience
higher profitability. Further, when we have made significant investments
as when shopping online. The digital
enter a new location, a smaller format in our kitchen systems as well to
ordering and payment technologies improve our speed of service as well
delivery-focused store is able to ramp-
we have adopted drives customer as provide dine-in customers real-time
up operations faster.
experience as well as enables us to information on their order preparation.
Invest in Human Capital optimize staffing at our stores and
Training & Development of our reduce associated costs for ordering Drive cost efficiency
employees is a key focus area for us. and cash management. We remain focused on pursuing our
Each Core Brand has a dedicated L&D growth objectives with a strong financial
Most of our stores across KFC and
team to help our Team members and discipline and a vigorous focus on
Pizza Hut have been integrated with
Managers achieve their true potential. operational execution. Our continual
the online channel, enabling a greater
This is achieved leveraging training endeavor is to manage unit economics
number of customers to access our
modules developed at Global levels as and achieve economies of scale.
globally-renowned brands. We have also
well as market-specific interventions.
upgraded our online order-taking platform Our large store network coupled with our
These modules cover operational best
so that we can continue to serve a greater centralized supply chain infrastructure
practices as well as impart experience
number of customers across a much helps in improving our gross margins.
team members the required skill-
larger store base. We continue to make We also remain focused on locating
sets to grow into Shift Managers and
investments for improving our overall common/adjacent sites for our core
Restaurant Managers.
technology infrastructure including brands. The presence of multiple
Operational modules focus on kitchen digital and delivery capabilities. We brand stores in specific location helps
operations, basic maintenance, supply believe these efforts will further enhance to increase efficiencies of our supply
management, etc. Subsequent levels our operational efficiency and support chain and also allows us to negotiate
focus on increasingly complex functions sustainable growth. competitive lease rentals for our stores.

Annual Report 2021-22 11

Our Businesses

Core Brands Strong performance in these times of disruption?

We achieved that and more for our KFC business.
KFC for DIL is now a ` 10,000 million.

BUSINESS PERFORMANCE

Revenue from Operations for the year stood at Gross Profit for the year stood at ₹8,444 million as
₹ 12, 189 million as against ₹ 6,443 million in FY2021, against ₹ 4,360 million, representing gross margins
a growth of 89%. of 69.3%.

Revenue from Operations (₹ million) Gross Profits (₹ million) Margin (%)

FY 2021 6,443 FY 2021 4,360 67.7%

FY 2022 12,189 FY 2022 8,444 69.3%

Average Daily Sales (ADS) for the year came in at Operational leverage and better cost management
nearly ₹ 117,000 per store, representing 49.4% SSSG helped improve brand contribution to 21.3% from
over FY2021. 18.3% in the previous year.

Average Daily Sales Per Store ('000) SSSG (%) Brand Contribution (₹ million) Margin (%)

FY 2021 100 -33.7% FY 2021 1,182 18.3%

FY 2022 117 49.4% FY 2022 2,602 21.3%

HOW DID WE ACHIEVE THIS?

Product innovation
Innovation continued to be a key growth driver for KFC.
The unique product offering of KFC Biryani Bucket
- crispy, juicy KFC chicken with flavorful Biryani rice
– was the highlight of the year. The launch of Biryani
Bucket was well received by the customers and also
generated a lot of buzz for the brand.

12 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Store expansion 364

Our growing footprint strengthened brand

accessibility in our existing markets 264

and also took us closer to aspirational

customers in small towns and emerging 133
cities. We added 100 new stores to reach 97

364 stores at the year-end. The roll-out of

these stores has increased brand density
and facilitated faster delivery to customers. FY 2021 FY 2022

No. of Cities No. of Stores

Catering to evolving customer expectations

FY 2019 89% 11%
We continued to execute our strategy of setting up
delivery-focused omnichannel stores aligned with the FY 2020 84% 16%
structural customer demand shift towards delivery
from dine-in. The consistent effort towards setting FY 2021 63% 37%
up delivery-focused stores and strengthening our
customer-facing digital interface is reflected in the FY 2022 56% 44%
share of our off-premise2 sales increasing from 37% to
44% during the year. On-Premise Off-Premise

Brand engagement
As the largest KFC franchise partner in the country,
we continued to actively collaborate with the Yum
India team to increase brand engagement and
give customers more reasons to experience the
KFC brand.

The KFC brand in India, across all franchisees,

reached an important milestone of 600 stores
across in India. To celebrate this milestone,
the brand launched the #KFCBucketCanvas
campaign. As part of this campaign, KFC India
collaborated with young, budding artists from
across the country to transform the iconic KFC
Bucket into a canvas, presenting a unique design
for every city where the brand has a presence.
Additionally, KFC India launched 360-degree
marketing campaigns featuring celebrities and
content that resonated with India’s millennials.

2
#On-Premise = Dine-in, Eat-in or Takeaway;
Off-Premise = Delivered (either Own or Aggregator)
Annual Report 2021-22 13
Core Brands Accelerating growth momentum in disruptive times?
We demonstrated that it can be done. Our Pizza Hut
business turnover surpassed `5,000 million, growing
by 85% over the past year.
BUSINESS PERFORMANCE

Revenue from operations for the year stood at Gross Profit for the year stood at ₹ 4,021 million as
₹ 5,318 million as against ₹ 2,879 million in FY2021, a against ₹ 2,135 million, representing gross margins
growth of 85%. of 75.6%.

Revenue from Operations (₹ million) Gross Profits (₹ million) Margin (%)

FY 2021 2,879 FY 2021 2,135 74.2%

FY 2022 5,318 FY 2022 4,021 75.6%

Average Daily Sales (ADS) for the year stood at Operational leverage and better cost management
₹ 43,000 per store, representing 45.4% SSSG over helped improve brand contribution to 16.3% from
FY2021. 12.9% in the previous year.

Average Daily Sales Per Store ('000) SSSG (%) Brand Contribution (₹ million) Margin (%)

FY 2021 35 -30.3% FY 2021 372 12.9%

FY 2022 43 45.4% FY 2022 865 16.3%

HOW DID WE ACHIEVE THIS?

Product innovation
Constantly innovating, Pizza Hut India launched the much-
awaited lighter, crispier and tastier San Francisco Style
Pizza with a handcrafted crust option. This launch is aligned
with the growing preference for handcrafted pizzas with
distinctive crusts. Another product innovation highlight was
India's first-ever Momo Pizza - ‘Momo Mia!’, an epic fusion
of two beloved dishes offering the best of both worlds, and
a new side dish called Baked Cheesy Momos. The new
launches have received strong acceptance from customers,
with Momo Mia! Pizza particularly seeing strong adoption
by customers in the East and Northeast, markets where we
have a strong presence.

14 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Store expansion
We continued with our aggressive brand 413
expansion strategy, consolidating our presence
in existing markets and foraying into smaller 297
towns. An important highlight was crossing
the 400-store milestone. Over the year, 116
136
NNUs were added, taking our total store count 100
to 413 at the end of the fiscal. Our new stores
are performing well and old stores are also
ramping up operations. The opening of more
FY 2021 FY 2022
stores has also improved brand density, which
helps in reducing delivery time. No. of Cities No. of Stores

Business restructuring
FY 2019 69% 31%
Our conscious strategy of pivoting from a dine-in format
to a delivery-focused format is bearing fruit as we FY 2020 63% 37%
continue to set up delivery-focused stores. These delivery-
focused omni-channel stores have better unit economics FY 2021 43% 57%
than a typical dine-in-focused store. With increasing
delivery salience in the business, share of off-premise3 FY 2022 37% 63%
sales increased from 57% to 63% in the total sales mix,
validating our strategy of moving toward smaller store On-Premise Off-Premise
formats with a focus on delivery.

Brand engagement
Pizza Hut continued to strengthen its
brand connect with millennials through
targeted communications that speak
their language. A key highlight was the
extensive marketing campaign themed
‘Dil Khol Ke Delivering’ to promote the
San Francisco Style pizza range and
draw attention to Pizza Hut’s strong
and seamless delivery capabilities. The
marketing campaigns were released
across all customer touchpoints. The
brand also collaborated with influencers
across genres to increase engagement,
reach and impact among its audiences.

3
#On-Premise = Dine-in, Eat-in or Takeaway;
Off-Premise = Delivered (either Own or Aggregator)

Annual Report 2021-22 15

Core Brands Excellent performance in exceptional times? We proved
it is possible. Our Costa Coffee Brand business posted
impressive brand contribution margins, giving us the
confidence to scale up the brand rapidly.
BUSINESS PERFORMANCE

Revenue from operations for the year stood at ₹ 411 Gross Profit for the year stood at ₹ 330 million as
million as against ₹ 214 million in FY2021, a growth against ₹ 168 million, representing gross margins
of 92.4%. of 80.4%.

Revenue from Operations (₹ million) Gross Profits (₹ million) Margin (%)

FY 2021 214 FY 2021 168 78.5%

FY 2022 411 FY 2022 330 80.4%

Average Daily Sales (ADS) for the year stood at Operational leverage and better cost management
₹ 29,000 per store, representing 95.2% SSSG over increased brand contribution to ₹ 125 million and
FY2021. brand margins to 30.4%.

Average Daily Sales Per Store ('000) SSSG (%) Brand Contribution (₹ million) Margin (%)

FY 2021 19 -61.6% FY 2021 33 15.5%

FY 2022 29 95.2% FY 2022 125 30.4%

HOW DID WE ACHIEVE THIS?

Partnership extension and a renewed focus

In August 2021, we extended our partnership with Costa
Coffee parent. Under the revised agreement, we have been
granted development rights for pan-India in a phased
manner. Following the contract extension, we renewed
our focus on adding new stores, launching new products,
driving brand engagement, and building our team. This
has helped us to emphatically grow our performance.

16 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Store expansion
The opening of our flagship store in Gurugram 55
was a major highlight. The store has witnessed
good footfall with guests appreciating the 44
contemporary décor and overall experience.
Encouraged by the positive response, plans
21
are underway to open more flagship stores in 17
the coming year. As we open more flagship
stores, we expect to improve brand salience
and drive higher visibility. Overall, we added 11
FY 2021 FY 2022
stores during the year and are now present in
21 cities. No. of Cities No. of Stores

Product innovation
Our Costa Coffee stores have an extensive menu
featuring coffee, sandwiches, wraps, Indian snacks,
desserts, and other beverages. Innovation continues
to be a key focus area at Costa Coffee for resonating
with customers’ evolving expectations and meeting
their taste preferences. During the year, a new range
of beverages and exciting product offerings were
launched to delight guests.

Brand engagement
Costa Coffee brand continues to boost brand affinity
through promotions and targeted communications
on social media platforms. This has driven guest
engagement leading to Costa Coffee serving more
cups of coffee to more people, more often.

Annual Report 2021-22 17

Other Brands In addition to operating core brands, we operate stores
of our in-house brands such as Vaango and The Food
Street. We typically operate these in the form of outlets
within larger food courts in malls and airports.
Growing recognition for our in-house
brands, in combination with their
quality offerings and presence at
attractive and busy locations, positions
them for an exciting growth journey.

Unfortunately, due to COVID-19, the

footfall at malls dropped considerably
and the travel sector faced demand
erosion. However, with the lifting of
curbs and easing of restrictions, the
COVID-19 vaccination drive, and the
pandemic subsiding, footfalls and
throughput at these places have
witnessed a strong recovery. These
improving conditions will enable better
traction in our other brands’ business.

During the year, we added 10 stores for

our other brands’ business, taking the
total store presence to 60 as of March
31, 2022.

18 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

DIL We operate KFC and Pizza Hut stores in Nepal, and

KFC stores in Nigeria. Our international business
International is profitable and cash-generating, the funds being
re-invested in capex for store expansion in the
respective markets.

Revenue from Operations (₹ million) ADS (₹ ‘000)

FY 2021 1,154 FY 2021 96

FY 2022 1,902 FY 2022 132

18
28
NEPAL
STORES
NIGERIA
STORES

Annual Report 2021-22 19

Regional Presence

Delhi Ghaziabad

Noida
Gurugram
Lucknow

Jaipur

Mumbai
Kolkata
North Region
East Region
West Region
Hyderabad
South Region
Top 10 Cities Bengaluru

Map not to scale.

For illustrative purposes only.

832

605

38% 318 North Region 49% Core Brand Stores in Metros

20% 163 East Region 51% Core Brand Stores in Non-Metros
FY 2021 FY 2022
7% 62 West Region
Metro cities are: Delhi NCR, Mumbai,
35% 289 South Region Kolkata, Bengaluru, Chennai, Hyderabad, Brand Stores
Ahmedabad, Pune.

20 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Performance Highlights
Net New Units EBITDA (Pre-IndAS) (₹ million)

(Margin) (%)
FY 2019 67 FY 2019 961 7.3%

FY 2020 44 FY 2020 576 3.8%

FY 2021 82 FY 2021 919 8.1%

FY 2022 246 FY 2022 2,995 14.4%

Revenue from Operations (₹ million) PAT (₹ million)

(Stores) (Margin) (%)

FY 2019 13,106 566 FY 2019 (941) -7.2%

FY 2020 15,164 610 FY 2020 (1,214) -8.0%

FY 2021 11,348 692 FY 2021 (813) -7.2%

FY 2022 20,840 938 FY 2022 1,551 7.4%

** Profit from continuing operations only.

Gross Margin (₹ million) Diluted EPS (₹ per Share)

(%)
FY 2019 9,217 70.3% FY 2019 (0.42)

FY 2020 10,560 69.6% FY 2020 (0.74)

FY 2021 7,902 69.6% FY 2021 (0.67)

FY 2022 14,842 71.2% FY 2022 1.32

Brand Contribution (₹ million)

(%)
FY 2019 1,838 14.0%

FY 2020 1,748 11.5%

FY 2021 1,634 14.4%

FY 2022 4,146 19.9%

Annual Report 2021-22 21

Social Responsibility
DIL is a socially responsible business with diversity at its core.

To give greater opportunities for the growth of our

women employees, we continued to add women-only
stores across our core brands. During the year, we
opened our first all-women store for Pizza Hut in India
at Gangtok. This was followed by all-women stores in
Hyderabad and Bengaluru. We now operate 20+ all-
women stores across our portfolio and locations. We
are also working on increasing the number of women
team leaders across our businesses.

Aligned with our commitment to building a more

inclusive society, 13 DIL stores are operated by
differently-abled employees.

On World Braille Day, KFC India introduced a

Braille-enabled menu across its restaurants.
These menus, designed in collaboration with the
National Association for the Blind (India), is aimed
at facilitating a seamless ordering experience for
visually challenged customers.

KFC India is a principal sponsor for the Indian Deaf

Cricket Association (IDCA) until the ICC World Cup for
the Deaf in 2023.

22 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Awards and Recognition

Our team’s performance was recognized globally, a meaningful
measure of how we are driving excellence in our operations.

DIL won the award for

‘Best Overall Performance’ at
the Yum! EFTS Conference Asia.
DIL won the award for
‘Most Improved Taste Scores’ at
the Yum! EFTS Conference Asia.

DIL won the ‘Most Admired

Food Court Operator’ award
at the Images Food Service
awards.

Annual Report 2021-22 23

Board of Directors
VARUN JAIPURIA
Promoter & Non-Executive Director

He attended Millfield School, Somerset, England

and degree course in international business from
the Regent’s University, London. He has 13 years of
experience in the soft drinks industry and has also
completed a program for leadership development at
the Harvard Business School.

RAVI JAIPURIA
Promoter & Chairman
He is the promoter of the Company and RAJ GANDHI
has over three decades of experience in Non-Executive Director
conceptualizing, executing, developing
Mr. Raj Gandhi is a member of the Institute of Chartered
and expanding food, beverages and
dairy business in South Asia and Africa. Accountants of India. Out of his total 41 years of
He has completed higher secondary experience, 29 years of experience is with the Group
education from Delhi Public School, itself. He is instrumental in formulating the company’s
Mathura Road, New Delhi. He has an strategy, diversification, expansion, mergers and
established reputation as an entrepreneur acquisitions, capex planning and capital/fund raising. He
and business leader and is the only Indian enjoys a rich relationship with institutional investors and
Company’s promoter to receive PepsiCo’s lenders.
award for International Bottler of the Year,
awarded in 1997. He was also awarded the
‘Distinguished Entrepreneurship Award’
at the PHD Chamber Annual Awards for
Excellence 2018.

VIRAG JOSHI
Whole-time Director (President & CEO)

He holds a diploma course in hotel management and

catering from the State Institute of Hotel Management
and Catering, Lucknow, Uttar Pradesh. He has been a key
strategist in expansion of Pizza Hut, KFC, Costa Coffee
outlets from a small base of five restaurants in 2002 to 900
plus outlets in last 19 years. He has been earlier associated
with Indian Hotels Company Limited, Domino’s Pizza India
Limited, Milkfood Limited, and Priya Village Roadshow DR. RAVI GUPTA
Limited. Independent Director
He holds a bachelor’s degree in commerce
MANISH DAWAR and a master’s degree in commerce
from the University of Delhi. He also
Whole-time Director & CFO
holds a bachelor’s degree in law from the
He holds a bachelor’s degree in commerce with honors University of Delhi, a diploma in labor law
from the Panjab University, Chandigarh and is a Chartered from the Indian Law Institute, a master’s
Accountant and a member of the Institute of Company degree in business administration from
the Faculty of Management Studies,
Secretaries of India. He has wide experience in various
University of Delhi and a doctorate in
industry domains and across various geographies in
philosophy for his thesis on ‘Country Risk
the world. He has worked in various corporate setups Analysis in Investment Financing Decision
including Hindustan Unilever, Reebok India, Reckitt Making’ from the University of Delhi. He
Benckiser, Vedanta and Vodafone. was employed as an Associate Professor
in the commerce department of Shri Ram
College of Commerce, University of Delhi.

24 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

DR. NARESH TREHAN

Independent Director

He holds a bachelor’s degree in medicine and surgery

from the University of Lucknow and has been certified as
a thoracic and cardiac surgeon by the American Board
of Thoracic Surgery. He attended the residency training
program of the New York University Medical Center at
Bellevue Hospital, University Hospital and Manhattan V.A.
Hospital, New York from July 1, 1971 to June 30, 1975 and
RASHMI DHARIWAL is an honorary fellow at the Royal Australasian College of
Independent Director Surgeons. He has received the Padma Bhushan Award in
2001, presented by the Government of India.
She holds a bachelor’s degree in Arts from
the University of Delhi and is a practicing
advocate at the Calcutta High Court since PRADEEP SARDANA
1978. She is also the chairperson of a non- Independent Director
profit organization called Prayatn which He holds a bachelor’s degree in mechanical engineering
provides education to underprivileged from the Indian Institute of Technology, Delhi. He has 51
children. She has also worked in several years of experience (41 years in service and 10 years in
leading firms in India including Khaitan consultancy). He is presently the CEO of PM Consulting, a
& Co, Calcutta and Delhi, Mulla & Mulla, consultancy firm in the field of food, beverages, FMCG and
Mumbai and also in the Philippines. other industries. Previously worked at senior management
level with renowned companies including Polyplex Hydro
Group, PepsiCo, Hindustan Lever Limited and Union Carbide
and has successfully handled diverse assignments.

DR. GIRISH KUMAR AHUJA

Independent Director
He holds a Ph.D. from the University of Delhi for his thesis
on Financial Sector Reforms: Capital Market Efficiency and
Portfolio Investment completed in 2006. He is a qualified and
practicing chartered accountant for the past 50 years and a
member of the Institute of Chartered Accountants of India.
He was a professor at the Shri Ram College of Commerce,
University of Delhi. He was a member of the task force
constituted by Government of India for redrafting the Indian
PRASHANT PURKER
Income Tax Law. He is appointed on the Board of Unitech
Independent Director
by Hon'ble Supreme Court of India on recommendation of
Ministry of Corporate Affairs, Government of India. He was He is ex MD & CEO of ICICI Venture. He
Independent Director on the Board of State Bank of India has over 30 years of varied experience in
for two terms. Private Equity, Capital Markets, Technolo-
gy and Banking. He has guided and men-
RAHUL SHINDE
Whole-time Director tored as a Director more than 25 Indian
and overseas companies both as listed
He has nearly 20 years of global experience and a solid track public companies as well as private and
record of delivering results. In his most recent assignment,
unlisted. He is a graduate of IIT Kanpur
he was responsible for stewarding the KFC brand in some
and a rank holder from IIM Ahmedabad.
of Asia’s largest markets. In his previous assignments, he
was instrumental in building long-term term strategy and
driving change at multi-billion dollar organizations. He has
also been placed on the Economic Times India’s 40 under
40 list in 2016 and an Early Career Achievement award in
2018 by the University of Wisconsin-Madison.

Annual Report 2021-22 25

Corporate Highlights
Board of Directors

Category Name of Directors

Non-Executive Chairman Mr. Ravi Jaipuria

Executive / Mr. Virag Joshi

Whole-time Directors Mr. Manish Dawar
Mr. Rahul Shinde

Non-Executive, Non Independent Mr. Varun Jaipuria

Directors Mr. Raj Gandhi

Non-Executive, Independent Dr. Naresh Trehan

Directors Dr. Ravi Gupta
Mr. Pradeep Sardana
Ms. Rashmi Dhariwal
Dr. Girish Kumar Ahuja
Mr. Prashant Purker

Chief Executive Officer Registered Office

Mr. Virag Joshi F-2/7, Okhla Industrial Area, Phase-I
New Delhi - 110 020

Chief Financial Officer

Registrar and Transfer Agent
Mr. Manish Dawar
Link Intime India Private Limited
Noble Heights, 1st Floor, Plot No. NH 2, LSC
Company Secretary & C-1 Block, Near Savitri Market, Janakpuri
Compliance Officer New Delhi - 110 058
Mr. Varun Kumar Prabhakar Tel: +91-11-49411000 | Fax: +91-11-41410591
Email: [email protected] | Website: www.linkintime.co.in

Joint Statutory Auditors

Walker Chandiok & Co. LLP,
Chartered Accountants, Bankers
New Delhi Axis Bank Limited
HDFC Bank Limited
APAS & Co. LLP
IndusInd Bank Limited
Chartered Accountants,
ICICI Bank Limited
New Delhi
RBL Bank Limited

Corporate Office
Plot No. 18, Sector-35,
Gurugram - 122 004, Haryana

26 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Board’s Report
Dear Members,

Your Directors have pleasure in presenting the 31st (Thirty First) Board’s Report on the business and operations of your
Company along with the Audited Financial Statements for the Financial Year ended March 31, 2022.

Financial Performance
The financial performance of your Company for the Financial Year ended March 31, 2022 is summarized below:
(` in Million)
Standalone Consolidated
Particulars Year Ended Year Ended Year Ended Year Ended
31-Mar-22 31-Mar-21 31-Mar-22 31-Mar-21
Sales & other Income 18692.81 10473.30 21001.31 11988.95
Profit before Interest, Depreciation, Impairment & Tax 4104.84 1989.13 4759.79 2346.13
Less: Finance Cost 1058.67 1265.41 1269.94 1494.76
Add: Other Income 160.09 485.66 161.21 640.57
Less: Depreciation & Impairment 1909.96 2367.19 2248.61 2774.59
Profit/ (Loss) before exceptional items and tax 1136.21 (1157.81) 1402.45 (1282.65)
Less: Exceptional item expense/(income) 13.16 (457.53) 171.04 (458.74)
Profit/ (Loss) before Tax 1123.05 (700.28) 1231.41 (823.92)
Less: Total tax expense (410.78) - (319.74) (10.68)
Profit/(loss) from continuing operations 1,533.83 (700.28) 1,551.15 (813.24)
Profit/(Loss)from discontinued operations - 47.23 - 183.37
Profit/(loss) for the year 1,533.83 (653.05) 1,551.15 (629.87)
Add/Less: Other Comprehensive income 1.66 (11.92) 141.41 52.20
Total comprehensive income for the year 1535.49 (664.97) 1692.56 (577.67)
Total comprehensive income for the year attributable to:
Owners of the Company 1535.49 (664.97) 1666.68 (542.47)
Non-controlling interests - - 25.88 (35.20)

Consolidated Financial Statements portfolio. As of March 31, 2022, the Company operated in
total 892 stores across 204 cities in India. The Company
The Consolidated Financial Statements of your Company
also has operations in Nepal and Nigeria through a network
for the Financial Year ended March 31, 2022, are prepared in
of 46 stores as of March 31, 2022.
compliance with the applicable provisions of the Companies
Act, 2013 (“the Act”), Indian Accounting Standards (“Ind We have emerged from a challenging period, with multiple
AS”) and the Securities and Exchange Board of India (Listing Covid related disruptions last year and the year before and
Obligations and Disclosure Requirements) Regulations, 2015 unprecedented inflation in input costs and highly tensed
[“SEBI (LODR) Regulations”] which shall also be provided to geo-political situation and disturbed logistics around the
the Members in their forthcoming Annual General Meeting World. Your Company has shown great resilience during
(“AGM”). this period and our unwavering commitment and focus on
the growth has translated FY 2021-22 into a record year
State of the Company’s Affairs of performance for us. We opened 246 new stores in FY
Your Company is among the largest operators of Quick 2021-22, the highest ever for our Company. Along-side, we
Service Restaurant (“QSR”) chain in India and is the largest also witnessed record revenues, best margins, and record
franchisee of Yum Brands (Pizza Hut and KFC) in India on delivery of profits. The year also saw for us a very successful
a non-exclusive basis. In addition, the Company is also IPO, listing and a strong support from all of you. Our brands
a franchisee for Costa Coffee in India. Along with these achieved significant milestones whereby KFC India crossed
three well recognized global brands, the Company also has ` 1,000 Crore revenues & Pizza Hut clocked more than ` 500
in-house brands such as Vaango and Food Street in its Crore revenues this year.

Annual Report 2021-22 27

The current external macro environment remains The public issue was opened on August 4, 2021 and
challenging and we do foresee certain headwinds. Costs closed on August 6, 2021 at an offer price of `90/-
of key input materials and capital items continue to see per Equity Share (including a share premium of `89/-
significant inflation and this is likely to persist for some per Equity Share). The Company’s IPO received an
time. With a pan-India footprint, we are closely monitoring overwhelming response and was oversubscribed by
the developments. Our scale, brand strength and experience 117 times, reflecting a huge investor appetite for the
give us the confidence that we will be able to effectively issue. The Equity Shares were allotted on August 11,
face these challenges. We remain firm believers in the 2021 at an offer price of `90 per Equity Share to the
potential of the food service industry and more particularly respective applicants under various categories. The
the QSR segment in India. Significant growth opportunities Equity Shares of the Company were listed on the
are available for a well operated and a well-capitalized National Stock Exchange of India Limited (“NSE”) and
player. Our brands are geared to cater to the young Indian BSE Limited (“BSE”) (collectively referred to as “Stock
consumers’ expectations, meeting their changing lifestyles Exchanges”) on August 16, 2021. The Equity Shares of
and eating out habits. We confidently look forward to the Company were listed with a substantial gain from
another year of growth. its offer price.

Deposits The market capitalisation of the Company has marked

Your Company has not accepted any deposits during the its presence under the list of Top 500 Companies. As
year under review, falling within the ambit of Section 73 of per the market capitalisation list released by NSE and
the Act and the Companies (Acceptance of Deposits) Rules, BSE, the ranking of your Company moved to 209 and
2014. 211 respectively as of March 31, 2022. Further, our
Company was included in MSCI India Domestic Small
Transfer to General Reserve Cap Index.
During the year under review, the Company has not
transferred any amount to General Reserve. The IPO proceeds of `4,400 million have been utilised
to repay the debts amounting to `3,420 million. Apart
Change in the Nature of Business, if any from this, the Company has incurred Offer expenses of
During the year under review, there was no change in the `6.59 million and spent `821.90 million on the capital
nature of business of the Company. expenditure out of the proceeds meant for General
Corporate Purposes. Post listing, the Company has
Dividend Distribution Policy become net debt free.
The Board of Directors of the Company in their meeting
We are gratified and humbled by the faith shown in
held on March 17, 2021 approved and adopted a Policy
the Company by the market participants. We are also
on Distribution of Dividend to comply with Regulation 43A
grateful to our customers for their trust shown in
of SEBI (LODR) Regulations and the same is uploaded on
our capabilities to consistently deliver high-quality
website of the Company at https://www.dil-rjcorp.com/wp-
services.
content/uploads/2021/08/Dividend-Distribution-Policy.
pdf.
B. Amalgamation
Dividend During the year under review, the Board of Directors
of your Company (“Board”) in their meeting held on
Your Directors have not recommended any dividend on
December 13, 2021 approved  the scheme of
equity shares for the year under review.
amalgamation pursuant to the provisions of Section 230
Material Events to 232 of the Companies Act, 2013 and other applicable
provisions, if any, for amalgamation of  Devyani Food
A. Initial Public Offer (“IPO”)
Street Private Limited and Devyani Airport Services
The Company has made its public offer of Equity (Mumbai) Private Limited (both are Wholly owned
Shares during the quarter ended September 30, 2021 in Subsidiary Companies) with the Company subject to
accordance with SEBI (Issue of Capital and Disclosure approval of Shareholders, Creditors, Stock Exchanges,
Requirements) Regulations, 2018, wherein 4,88,88,888 National Company Law Tribunal (NCLT) and any other
Equity Shares were issued through a fresh issue and statutory/applicable authorities as may be required.
15,53,33,330 Equity Shares through offer for sale. The The Company is yet to file the scheme of amalgamation
IPO comprised of a fresh issue of `4,400 million and with NCLT and any other statutory/applicable
an offer for the sale of `13,980 million by the selling authorities. Further, the Company is expecting that
shareholders. the amalgamation will facilitate operational synergies,

28 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

which in turn eliminate inefficiencies and streamline  urther, during the year under review, the Issued, Subscribed
F
corporate structures and cash flows. It is also expected and Paid-up Equity Share Capital was increased from
that a single entity will result in better centralized ` 1,15,36,34,990/- (Rupees One Hundred Fifteen Crore Thirty
management and oversight, cost efficiencies and
Six Lakh Thirty Four Thousand Nine Hundred Ninety only)
supporting the group’s competitive growth.
divided into 1,15,36,34,990 (One Hundred Fifteen Crore
Share Capital Thirty Six Lakh Thirty Four Thousand Nine Hundred Ninety)
 uring the year under review, the Authorized Share Capital
D Equity Shares of face value of ` 1/- (Rupee One) each to
of the Company was increased from ` 1,25,00,00,000/- ` 1,20,47,36,378 /- (Rupees One Hundred Twenty Crore Forty
(Rupees One Hundred Twenty Five Crore only) divided Seven Lakh Thirty Six Thousand Three Hundred Seventy Eight
into 1,25,00,00,000 (One Hundred Twenty Five Crore) only) divided into 1,20,47,36,378/- (One Hundred Twenty
Equity Shares of face value of ` 1/- (Rupee One) each to Crore Forty Seven Lakh Thirty Six Thousand Three Hundred
` 5,00,00,00,000/- (Rupees Five Hundred Crore only) divided Seventy Eight) Equity Shares of face value of ` 1/- (Rupee
into 5,00,00,00,000 (Five Hundred Crore) Equity Shares of One) each pursuant to allotment of Equity Shares under IPO,
face value of ` 1/- (Rupee One) each duly approved by the
Employee Stock Options Scheme, 2018 and Employee Stock
Shareholders at their Extra-ordinary General Meeting held
Options Scheme, 2021, as detailed hereunder:
on May 4, 2021.

S. No. Date of Allotment Number of Equity Shares of face Details of Allotment

value of ` 1/- each
1 August 11, 2021 4,88,88,888 IPO- Fresh issue of shares
2 February 4, 2022 7,50,000 Employees Stock Option Scheme 2018
3 March 31, 2022 15,000 Employees Stock Option Scheme 2018
4 March 31, 2022 14,47,500 Employees Stock Option Scheme 2021
Total 5,11,01,388

Employees Stock Option Schemes Related Party Transactions

Your Company has three Employees Stock Option Schemes To comply with the provisions of Sections 177 and 188 of
viz. Employees Stock Option Scheme 2011 (‘ESOP Scheme the Act and Rules made thereunder read with Regulation 23
2011’), Employees Stock Option Scheme 2018 (‘ESOP of SEBI (LODR) Regulations, your Company took necessary
Scheme 2018’) and Employees Stock Option Scheme 2021 prior approval of the Audit, Risk Management and Ethics
(‘ESOP Scheme 2021’). Further, to align ESOP Scheme 2021 Committee before entering into related party transactions.
with the SEBI (Share Based Employee Benefits and Sweat All contracts / arrangements / transactions entered into
Equity) Regulations, 2021, as amended from time to time, by the Company during the Financial Year 2021-22 with
the Board of Directors (as recommended by the Nomination related parties, as defined under the Act and SEBI (LODR)
and Remuneration Committee) in their meeting held on Regulations were in the ordinary course of business and on
February 4, 2022 approved to amend and ratify the ESOP arm’s length basis.
Scheme 2021, subject to the approval of shareholders at the
ensuing AGM of the Company. During the year under review, your Company had not
entered into any contract/ arrangement/ transaction
Certificate from Secretarial Auditors of the Company that with related parties which could be considered material
ESOP Scheme 2011, ESOP Scheme 2018 & ESOP Scheme in accordance with the Policy of the Company for Related
2021 have been implemented in accordance with the SEBI Party Transactions.
(Share Based Employee Benefits) Regulations, 2014 and as
substituted by the SEBI (Share Based Employee Benefits None of the transactions with any of the related parties were
and Sweat Equity) Regulations, 2021 and the resolution(s) in conflict with the interest of the Company rather, these
passed by the Members of the Company will be uploaded were synchronized and synergized with the Company’s
on website viz. https://dil-rjcorp.com/ for inspection by
operations. Attention of Members is drawn to the disclosure
Members of the Company.
of transactions with the related parties set out in Note No.
Relevant disclosures pursuant to Rule 12(9) of the 38 of the Standalone Financial Statements, forming part of
Companies (Share Capital and Debentures) Rules, 2014 and the Annual Report.
Regulation 14 of the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 are attached to this Your Company has framed a Policy on Related Party
report as Annexure – A. Transactions in accordance with the Act and SEBI (LODR)

Annual Report 2021-22 29

Regulations. The Policy intends to ensure that proper AGM i.e. June 28, 2022 between 11:00 A.M. to 5:00 P.M. as
reporting, approval and disclosure processes are in place required under Section 136 of the Act. Any Member desirous
for all transactions between the Company and its related of obtaining a copy of the said Financial Statements may
parties. The policy is uploaded on website of the Company at write to the Company at its Registered Office or Corporate
https://www.dil-rjcorp.com/wp-content/uploads/2021/06/ Office. The Financial Statements including the Consolidated
Policy-on-Related-Party-Transactions.pdf. Financial Statements and all other documents required to
be attached with this Report have been uploaded on website
Since all transactions which were entered into during the of the Company at https://dil-rjcorp.com/dil/financial-
Financial Year 2021-22 were on arm’s length basis and in information/.
the ordinary course of business and there were no material
related party transactions entered by the Company during To comply with the provisions of Regulation 16(c) of SEBI
(LODR) Regulations, the Board of Directors of the Company
the Financial Year 2021-22 as per Policy on Related Party
have approved and adopted a Policy for determining Material
Transactions, hence no detail is required to be provided in
Subsidiary. Further, RV Enterprizes Pte. Ltd. became material
Form AOC-2 prescribed under Clause (h) of sub-section (3)
subsidiary of the Company w.e.f. April 21, 2021 and as per
of Section 134 of the Act and Rule 8(2) of the Companies
Audited Financials for year ended March 31, 2022, it ceased
(Accounts) Rules, 2014.
to be the material subsidiary. Policy on Material Subsidiary
is uploaded on website of the Company at https://www.
Particulars of Loans, Guarantees or Investments
dil-rjcorp.com/wp-content/uploads/2021/06/Policy-on-
Details of Loans, Guarantees or Investments covered under MaterialSubsidiary.pdf.
the provisions of Section 186 of the Act are given in the
Notes to the Standalone Financial Statements. Directors and Key Managerial Personnel
Directors
Subsidiaries, Associates and Joint Ventures
To comply with the provisions of Section 152 of the Act
Your Company has following subsidiaries as on and in terms of the Articles of Association of the Company,
March 31, 2022: Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj Gandhi
(DIN: 00003649), Non-Executive Directors are liable to
1. Devyani Food Street Private Limited;
retire by rotation at the ensuing AGM and being eligible,
2. Devyani Airport Services (Mumbai) Private Limited; seeks re-appointment. The Board of Directors, on the
recommendation of Nomination and Remuneration
3. Devyani International (Nepal) Private Limited; Committee, recommended their re-appointment.

4. RV Enterprizes Pte. Ltd. and During the year under review, the Board of Directors, on
the recommendation of Nomination and Remuneration
5. Devyani International (Nigeria) Limited (a subsidiary of
Committee, at their meeting held on May 2, 2022 accorded
RV Enterprizes Pte. Ltd.).
its approval for the appointment of Mr. Prashant Purker
As on March 31, 2022, your Company does not have any (DIN: 00082481) as an Additional Director (in the category
Associate/Joint Venture as defined under the provisions of of “Non-Executive Independent Director”) for a term of
the Act. 5 (five) consecutive years w.e.f. May 2, 2022 and Mr. Rahul
Suresh Shinde (DIN: 07166035) as an Additional Director
To comply with the provisions of Section 129 of the Act, a (designated as a “Whole Time Director”) for a term of 5 (five)
separate statement containing salient features of Financial years w.e.f. May 2, 2022, subject to approval of Members at
Statements of Subsidiaries of your Company (including the ensuing AGM of the Company.
their performance and financial position) in prescribed Form
AOC-1 forms part of Consolidated Financial Statements and Your Company has received requisite notice in writing from
therefore not repeated here to avoid duplication. Further, a Member of the Company in terms of Section 160 of the Act,
contribution of subsidiary(ies) to the overall performance of proposing the candidatures of Mr. Prashant Purker and Mr.
your Company is outlined in Note No. 49 of the Consolidated Rahul Suresh Shinde as Directors of the Company.
Financial Statements.
Further, the Board of Directors, on the recommendation
Financial Statements of the aforesaid subsidiary companies of Nomination and Remuneration Committee, at their
are kept open for inspection by the Members at the meeting held on April 21, 2022 appointed Dr. Girish
Registered Office of your Company on all days except Kumar Ahuja (DIN: 00446339), Mr. Pradeep Sardana
Saturday, Sunday and Public Holidays up to the date of (DIN: 00682961) and Dr. Naresh Trehan (DIN: 00012148)

30 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

as Additional Director(s) (in the category of “Non-Executive Mr. Jatin Mahajan was appointed as Company Secretary
Independent Director”) for a term of 3 (three) consecutive and Compliance Officer (Key Managerial Personnel) of the
years w.e.f. April 21, 2021 and their appointment was duly Company w.e.f. November 1, 2021. Thereafter, Mr. Jatin
approved by the Shareholders of the Company at their Mahajan resigned from the post of Company Secretary
Extra-ordinary General Meeting held on May 4, 2021. and Compliance Officer (Key Managerial Personnel) of the
Company w.e.f. March 10, 2022.
The above-mentioned Directors have affirmed that they are
not debarred from holding the office of Director(s) by virtue Further, Mr. Virag Joshi, Whole-time Director & Chief
of any SEBI order or any other such Authority. Executive Officer and Mr. Manish Dawar, Whole-time
Director & Chief Financial Officer, continued to be the Key
During the year under review, Ms. Devyani Jaipuria Managerial Personnel of your Company in accordance
(DIN:00044672) resigned from the directorship of the with the provisions of Section 203 of the Act read with the
Company w.e.f. April 26, 2021. Further, consequent to Companies (Appointment and Remuneration of Managerial
withdrawal of nomination of Mr. Vishesh Shrivastav Personnel) Rules, 2014.
(DIN:02159016) by Dunearn Investments (Mauritius) Pte.
Ltd. (investor of the Company), Mr. Vishesh Shrivastav Board Evaluation
resigned as Nominee Director of the Company w.e.f.
To comply with the provisions of Section 134(3)(p) of the
May 4, 2021.
Act and Rules made thereunder and Regulation 17(10) of
SEBI (LODR) Regulations, the Board has carried out the
Company has received declarations from all the Independent
annual performance evaluation of the Directors individually
Directors of the Company confirming that they meet the
criteria of independence as prescribed both under sub- including the Independent Directors (wherein the concerned
section (6) of Section 149 of the Act including compliance Director being evaluated did not participate), Board as a
of relevant provisions of the Companies (Appointment and whole and following Committees of the Board of Directors:
Qualifications of Directors) Rules, 2014 and SEBI (LODR) i) Audit, Risk Management and Ethics Committee;
Regulations. The Board is of the opinion that the Independent
Directors of the Company possess requisite qualifications, ii) Nomination and Remuneration Committee;
experience and expertise and they hold highest standards iii) Stakeholders’ Relationship Committee; and
of integrity.
iv) Corporate Social Responsibility Committee.
None of the Directors of the Company are disqualified as per
the provisions of Section 164 of the Act. The Directors of the The manner in which the annual performance evaluation has
Company have made necessary disclosures under Section been carried out is explained in the Corporate Governance
184 and other relevant provisions of the Act. Report which forms part of this report. Board is responsible
to monitor and review the evaluation framework.
Brief resume and other details of the Director(s) being
appointed/re-appointed at the ensuing AGM as stipulated Further, to comply with Regulation 25(4) of SEBI (LODR)
under Secretarial Standard-2 issued by the Institute of Regulations, Independent Directors also evaluated the
Company Secretaries of India and Regulation 36 of the SEBI performance of Non-Independent Directors, Chairman and
(LODR) Regulations, is separately disclosed in the Notice of Board as a whole at a separate meeting of Independent
ensuing AGM. Directors.

Key Managerial Personnel Board and Committee Meetings

The Board of Directors, on the recommendation of The number of meetings of the Board and various
Nomination and Remuneration Committee, at their meeting Committees of the Board including composition are set out
held on May 2, 2022 appointed Mr. Varun Kumar Prabhakar in the Corporate Governance Report which forms part of
as Company Secretary and Compliance Officer (Key this report. The intervening gap between the meetings was
Managerial Personnel) of the Company w.e.f. May 2, 2022 within the period prescribed under the provisions of Section
in accordance with the provisions of Section 203 of the Act 173 of the Act and SEBI (LODR) Regulations.
read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014. Remuneration Policy
To comply with the provisions of Section 178 of the Act
During the year under review, Mr. Anil Dwivedi resigned from and Rules made thereunder and Regulation 19 of SEBI
the post of Company Secretary and Compliance Officer (LODR) Regulations, the Company’s Remuneration Policy
(Key Managerial Personnel) w.e.f. October 13, 2021. Further, for Directors, Key Managerial Personnel (KMP), Senior

Annual Report 2021-22 31

Management and other Employees of the Company is a period of up to 5 (Five) years i.e. till the conclusion of 34th
uploaded on website of the Company at https://www.dil- AGM of the Company to be held in the Year 2025. They have
rjcorp.com/wp-content/uploads/2021/08/Remuneration- also confirmed that they are not disqualified from continuing
Policy.pdf. The Policy includes, inter-alia, the criteria for as Joint Statutory Auditors of the Company.
appointment and remuneration of Directors, KMPs, Senior
Management and other employees of the Company. The Statutory Auditors’ Report for the Financial Year 2021-
22 does not contain any qualification, reservation or adverse
Remuneration of Directors, Key Managerial remark and forms part of the Annual Report. The Statutory
Personnel and Particulars of Employees Auditors have not reported any frauds under Section 143(12)
of the Act.
The information required to be disclosed in the Board’s
Report pursuant to Section 197 of the Act read with Rule Cost Audit
5 of the Companies (Appointment and Remuneration of
In terms of Section 148 of the Act and the Companies (Cost
Managerial Personnel) Rules, 2014 is attached to this report
Records and Audit) Rules, 2014, Cost Audit is not applicable
as Annexure – B.
on the Company for the Financial Year 2021-22.
Statutory Auditors Secretarial Auditors
Members of the Company in their 26th AGM held on August The Board of Directors on the recommendations of the Audit,
10, 2017 appointed M/s. APAS & Co., Chartered Accountants Risk Management and Ethics Committee, has appointed
(Firm Registration Number 000340C) [converted to “APAS M/s. Sanjay Grover & Associates, Company Secretaries to
& Co. LLP” (Firm Registration Number 000340C/C400308)] conduct Secretarial Audit of your Company. The Secretarial
as Joint Statutory Auditors of the Company to hold office Audit Report for the Financial Year 2021-22 is attached to
for a period of up to 5 (five) years i.e. till the conclusion of this report as Annexure - C.
31st AGM of the Company to be held in the Year 2022.
Disclosure under Sexual Harassment of Women
In terms of provisions of Section 139 of the Act and the at Workplace (Prevention, Prohibition and
Companies (Audit and Auditors) Rules, 2014, due to Redressal) Act, 2013
retirement of existing Joint Statutory Auditors viz. M/s. APAS To comply with the provisions of Section 134 of the Act and
& Co. LLP, Chartered Accountants at the ensuing AGM of the Rules made thereunder, your Company has complied with
Company upon completion of their 1st term of 5 (five) years, the provisions relating to constitution of Internal Complaints
the Board of Directors, on the recommendation of Audit, Committee under the Sexual Harassment of Women at
Risk Management and Ethics Committee, at their meeting Workplace (Prevention, Prohibition and Redressal) Act, 2013.
held on May 2, 2022 have recommended the appointment of
M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm During the year under review, no complaint was filed under
Registration Number 000018N/N500091) as Joint the Sexual Harassment of Women at Workplace (Prevention,
Statutory Auditors of the Company for a term of upto 5 Prohibition and Redressal) Act, 2013.
(five) consecutive years to hold office from the conclusion
of ensuing AGM till the conclusion of 36th AGM of the Vigil Mechanism / Whistle Blower Policy
Company to be held in the year 2027, subject to approval of Pursuant to the provisions of Section 177 of the Act and
Members of the Company. Brief resume and other details of Regulation 22 of SEBI (LODR) Regulations, the Company has
M/s. O P Bagla & Co. LLP is separately disclosed in the adopted a Vigil Mechanism / Whistle Blower Policy to provide
Notice of ensuing AGM. a platform to the Directors and Employees of the Company
to raise concerns regarding any irregularity, misconduct or
M/s. O P Bagla & Co. LLP, Chartered Accountants, have unethical matters / dealings within the Company. The same
consented to act as Joint Statutory Auditors of the is detailed in the Corporate Governance Report which forms
Company and confirmed that their aforesaid appointment, part of this report.
if made, would be within the limits specified under Section
141(3)(g) of the Act. They have also confirmed that they are Risk Management
not disqualified to be appointed as Statutory Auditors in Pursuant to the provisions of Regulation 21(5) of SEBI
terms of provisions of Sections 139(1) and 141(3) of the Act (LODR) Regulations, the top 1,000 listed entities, determined
and the Companies (Audit and Auditors) Rules, 2014. on the basis of market capitalization, as at the end of the
immediate previous financial year shall constitute a Risk
Further, Members in their 29th AGM held on September 24, Management Committee. The Audit, Risk Management
2020 appointed M/s. Walker Chandiok & Co. LLP, Chartered and Ethics Committee of the Board of Directors inter-alia
Accountants (Firm Registration Number 001076N/N500013) monitors and reviews the risk management plan and such
as Joint Statutory Auditors of the Company to hold office for other functions as assigned from time to time.

32 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Your Company has a robust Risk Management Policy which (v) 

proper internal financial controls laid down by the
identifies and evaluates business risks and opportunities. Directors were followed by the Company and that
The Company recognize that these risks need to be managed such internal financial controls are adequate and were
and mitigated to protect the interest of the stakeholders operating effectively; and
and to achieve business objectives. The risk management
framework is aimed at effectively mitigating the Company’s (vi) 
proper systems to ensure compliance with the
various business and operational risks, through strategic provisions of all applicable laws were in place and that
actions. such systems were adequate and operating effectively.

Internal Financial Controls Other Information

Your Company has in place adequate Internal Financial
Management Discussion & Analysis Report
Controls. The report on Internal Financial Controls issued
by M/s. Walker Chandiok & Co. LLP, Chartered Accountants Management Discussion & Analysis Report for the year
and M/s. APAS & Co. LLP, Chartered Accountants, Joint under review, as stipulated under Regulation 34(2)(e) of SEBI
Statutory Auditors of the Company is annexed to the Audit (LODR) Regulations, forms part of the Annual Report.
Report on the Financial Statements of the Company and
does not contain any reportable weakness of the Company. Business Responsibility Report
Business Responsibility Report for the year under review,
Corporate Social Responsibility as stipulated under Regulation 34(2)(f) of SEBI (LODR)
Your Company has a Corporate Social Responsibility (CSR) Regulations, forms part of the Annual Report.
Policy which is uploaded on website of the Company at
https://www.dil-rjcorp.com/wp-content/uploads/2022/05/ Corporate Governance Report
Corporate-Social-Responsibility-Policy.pdf.
Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Annual Report on CSR activities for the Financial Year 2021-
Corporate Governance requirements set out by Securities
22 as required under Sections 134 and 135 of the Act read
with Rule 8 of the Companies (Corporate Social Responsibility and Exchange Board of India. The report on Corporate
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Governance as stipulated under the SEBI (LODR)
Rules, 2014 is attached to this report as Annexure - D. Regulations is attached to this report as Annexure - E. The
certificate from M/s. Sanjay Grover & Associates, Company
Directors’ Responsibility Statement Secretaries confirming compliance with the conditions of
Pursuant to Section 134(3)(c) read with Section 134(5) of corporate governance is also attached to the Corporate
the Act, the Directors state that: Governance Report.

(i) 
in the preparation of the annual accounts for the Awards
Financial Year ended March 31, 2022, the applicable
Your Company has been awarded with Best Overall
accounting standards have been followed along with
Performance & Most Improved Taste Scores at Yum EFTS
proper explanation relating to material departures;
Conference in Asia and the Most Admired Food Court
(ii) 
they have selected such accounting policies and Operator at the IMAGES Food Service’s awards.
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to Listing
give a true and fair view of the state of affairs of your The Equity Shares of the Company are listed on the National
Company as at March 31, 2022 and of the Profit of the Stock Exchange of India Limited and BSE Limited. Both
Company for the period ended on that date; these stock exchanges have nation-wide trading terminals.
Annual listing fee for the Financial Year 2022-23 has been
(iii) 
proper and sufficient care has been taken for the
paid to the National Stock Exchange of India Limited and
maintenance of adequate accounting records in
BSE Limited.
accordance with the provisions of Act for safeguarding
the assets of your Company and for preventing and
Annual Return
detecting fraud and other irregularities;
Pursuant to Sections 92(3) and 134(3)(a) of the Act, the
(iv) the annual accounts have been prepared on a going Annual Return of the Company is uploaded on website of the
concern basis; Company at https://dil-rjcorp.com/corporate-governance/.

Annual Report 2021-22 33

Conservation of Energy, Technology Absorption an environmental friendly and energy efficient
manner.
and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology ii) Steps taken by the Company for utilizing alternate
absorption and foreign exchange earnings and outgo as sources of energy: Nil
stipulated under Section 134(3)(m) read with Rule 8 of the iii) 
Capital investment on energy conservation
Companies (Accounts) Rules, 2014 are given below: equipment: Nil

A. Conservation of Energy B. Technology absorption

i) 
Steps taken for conservation of energy: The The Company believes in leveraging technology to
Company evaluates the possibilities and various transform every dimension of its business. Investments
alternatives to reduce energy consumption and in technology infrastructure is an important element
use of low energy consuming LED lightings is of Company’s commitment to delivering seamless
being encouraged. The Company recognizes the customer experience. Further, steps taken towards
importance of energy conservation in decreasing Energy Conservation are the result of technology
the adverse effects of global warming and climate absorption. However, there is no other specific
change. The Company carries on its activities in information to be furnished in this regard.

C. Foreign exchange earnings and Outgo

(` in Million)
Year Ended Year Ended
Particulars
31-Mar-22 31-Mar-21
Earnings in foreign currency 16.25 *71.56
Outgo in foreign currency:
Value of Imports (CIF)
Capital Goods 4.62 -
Stores, Spares, Raw Material & Trading goods 13.33 9.05
Expenditure in foreign currency
Royalty & Other Fee 88.90 20.44
Interest 10.58 15.36

Notes
1.  uring the FY 2021-22, Company has made investment of ₹ 55.15 Million and made repayment of Yes Bank installment of
D
₹ 318.90 Million.
4. *Company has received repayment of loan given to its subsidiary viz. Devyani International (UK) Private Limited (“DIL UK”) of ₹ 698.58
Million and ₹ 3.60 Million for sale of its stake in DIL UK.

Research and Development General

During the year under review, no Research & Development Your Directors confirm that no disclosure or reporting is
was carried out. required in respect of the following items as there was no
transaction on these items during the year under review:-
Cautionary Statement
1. Issue of equity shares with differential voting rights as
Statements in the Board’s Report and the Management
to dividend, voting or otherwise.
Discussion & Analysis Report describing the Company’s
objectives, expectations or forecasts may be forward looking 2. The Whole-time Directors of the Company does not
within the meaning of applicable laws and regulations. Actual receive any remuneration or commission from any of
results may differ from those expressed in the statements. its subsidiaries.

34 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

3. No significant or material orders were passed by the across all functions, as well as efficient utilization of the
Regulators or Courts or Tribunals which impact the Company’s resources for sustainable and profitable growth.
going concern status and Company’s operations in
future. Your Directors wish to place on record their appreciation
for the sincere services rendered by employees of the
4. Issue of Sweat Equity Shares.
Company at all levels. Your Directors also wish to place on
5. No application made or any proceeding pending under record their appreciation for the valuable co-operation and
Insolvency and Bankruptcy Code, 2016 as at the end of support received from the various Government Authorities,
the Financial Year 2021-22. Banks / Financial Institutions and other stakeholders such
as members, customers and suppliers, among others. Your
The Company is in regular compliance of the applicable Directors also commend the continuing commitment and
provisions of Secretarial Standards issued by the Institute dedication of employees at all levels, which has been critical
of Company Secretaries of India. for the Company’s success. Your Directors look forward to
their continued support in future.
No material changes and commitments have occurred after
the closure of the Financial Year 2021-22 till the date of this
Report, which would affect the financial position of your For and on behalf of the Board of Directors
Company. For Devyani International Limited

Acknowledgements
Ravi Jaipuria
Your Company’s organizational culture upholds Place: Gurugram Chairman
professionalism, integrity and continuous improvement Date: May 2, 2022 DIN: 00003668

Annual Report 2021-22 35

 Annexure - A
Disclosure pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation
14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 as at March 31, 2022

The Company has three Employee Stock Option Schemes viz. Employees Stock Option Scheme 2011 (ESOP Scheme 2011),
Employees Stock Option Scheme 2018 (ESOP Scheme 2018) & Employees Stock Option Scheme 2021 (ESOP Scheme 2021).
All the relevant details of these schemes are provided below and are also available on website of the Company at https://
dil-rjcorp.com/.

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of Section
133 of the Companies Act, 2013 including the ‘Guidance note on accounting for employee share-based payments’
issued in that regard from time to time.

Please refer Note No.42 of Notes to the Standalone Financial Statements forming part of the Annual Report.

B. Diluted EPS on issue of shares pursuant to the scheme covered under the Regulations shall be disclosed in accordance
with ‘Indian Accounting Standard (Ind AS)-33 Earnings Per Share’ issued by the Central Government or any other
relevant accounting standards as issued from time to time:

Fully diluted Earnings Per Share (EPS) pursuant to issue EPS has been disclosed in Note No. 42 of the Standalone
of Equity Shares on exercise of options calculated in Financial Statements for Financial Year 2021-22.
accordance with Ind AS-33 ‘Earnings Per Share’

Details relating to ESOP Scheme 2011

Sl. No. Particulars Details
(i) (a) Date of shareholders’ approval December 20, 2011
(b) Total number of options approved/granted 2,38,82,000
(c) Vesting requirements 25% - On the 1st day of January in the calendar year
succeeding one year from the date of the Grant of the Option
(First Vest)
25% - On the 1st day of January in the calendar year,
succeeding the calendar year of First Vest (Second Vest)
25% - On the 1st day of January in the calendar year,
succeeding the calendar year of Second Vest (Third Vest)
25% - On the 1st day of January in the calendar year,
succeeding the calendar year of Third Vest (Fourth Vest)
All the options granted under this scheme have been vested.
(d) Exercise price or pricing formula ` 11.17 per equity share
(e) Maximum term of options granted 5 years for exercising the options from the date of vesting
(f) Source of shares (primary, secondary or Primary
combination)
(g) Variation in terms of options The vesting of options has been modified pursuant to
shareholders approval dated March 17, 2021 by delinking
the vesting of options from the vesting condition of filing of
Red Herring Prospectus (RHP) by the Company and for the
purpose of aligning the scheme with compliance requirement
of SEBI (Share Based Employee Benefits) Regulations, 2014.
During the year under review, there was no variation in terms
of options.
(ii) Method used to account for ESOP scheme 2011 Fair Value

36 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Sl. No. Particulars Details

(iii) Where the company opts for expensing of Not applicable because the Company has accounted
the options using the intrinsic value of the employee compensation in books using the fair value of
options, the difference between the employee options.
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value of
the options. The impact of this difference on
profits and on EPS of the Company
(iv) Option movement during Financial Year
2021-22
Number of options outstanding at the beginning 3,60,000
of the year
Number of options granted during the year Nil
Number of options forfeited / lapsed during the Nil
year
Number of options vested during the year Nil
Number of options exercised during the year Nil
Number of shares arising as a result of exercise Nil
of options
Money realized by exercise of options, if scheme Nil
is implemented directly by the Company
Loan repaid by the Trust during the year from Not applicable
exercise price received
Number of options outstanding at the end of 3,60,000
the year
Number of options exercisable at the end of the 3,60,000
year
(v) Weighted-average exercise prices and weighted Please refer Note No. 42 of Notes to the Standalone Financial
average fair values of options whose exercise Statements forming part of the Annual Report.
price either equals or exceeds or is less than
the market price of the stock
(vi) Employee wise details of options granted
during the year to:
(a) senior managerial personnel Nil
(b) any other employee who receives a grant Nil
in any one year of option amounting to 5%
or more of option granted during that year
(c) identified employees who were granted Nil
option during any one year equal to
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time
of grant.
(vii) Description of the method and significant Please refer Note No. 42 of Notes to the Standalone Financial
assumptions used during the year to estimate Statements forming part of the Annual Report.
the fair value of options including the following
information:
(a) 
the weighted-average values of share
price, exercise price, expected volatility,
expected option life, expected dividends,
the risk-free interest rate and any other
inputs to the model;

Annual Report 2021-22 37

 Sl. No. Particulars Details
(b) the method used and the assumptions
made to incorporate the effects of
expected early exercise;
(c) how expected volatility was determined,
including an explanation of the extent to
which expected volatility was based on
historical volatility; and
(d) whether and how any other features of the
options granted were incorporated into
the measurement of fair value, such as a
market condition

Details relating to ESOP Scheme 2018

Sl. No. Particulars Details
(i) (a) Date of shareholders’ approval September 21, 2018
(b) Total number of options approved/granted 50,60,000
(c) Vesting requirements 25% - On the 1st day of January in the calendar year
succeeding one year from the date of the Grant of the Option
(First Vest)
25% - On the 1st day of January in the calendar year
succeeding the calendar year of first vest (Second Vest)
25% - On the 1st day of January in the calendar year
succeeding the calendar year of second vest (Third Vest)
25% - On the 1st day of January in the calendar year
succeeding the calendar year of third vest (Fourth Vest)
(d) Exercise price or pricing formula ` 30.612 per equity share
(e) Maximum term of options granted 5 years for exercising the options from the date of vesting
(f) Source of shares (primary, secondary or Primary
combination)
(g) Variation in terms of options The vesting of options has been modified pursuant to
shareholders approval dated March 17, 2021 by linking the
vesting of options to listing date of shares of the Company
and to align the scheme with compliance requirement of
SEBI (Share Based Employee Benefits), Regulations, 2014.
During the year under review, there was no variation in terms
of options.
(ii) Method used to account for ESOP scheme 2018 Fair Value
(iii) Where the company opts for expensing of Not applicable because the Company has accounted
the options using the intrinsic value of the employee compensation in books using the fair value of
options, the difference between the employee options.
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value of
the options. The impact of this difference on
profits and on EPS of the Company

38 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Sl. No. Particulars Details

(iv) Option movement during Financial Year
2021-22
Number of options outstanding at the beginning 10,20,000
of the year
Number of options granted during the year Nil
Number of options forfeited / lapsed during the Nil
year
Number of options vested during the year 7,65,000
Number of options exercised during the year 7,65,000
Number of shares arising as a result of exercise 7,65,000
of options
Money realized by exercise of options, if scheme ` 2,34,18,180/-
is implemented directly by the Company
Loan repaid by the Trust during the year from Not applicable
exercise price received
Number of options outstanding at the end of the 2,55,000
year
Number of options exercisable at the end of the Nil
year
(v) Weighted-average exercise prices and weighted Please refer Note No. 42 of Notes to the Standalone Financial
average fair values of options whose exercise Statements forming part of the Annual Report.
price either equals or exceeds or is less than the
market price of the stock
(vi) Employee wise details of options granted during
the year to:
(a) senior managerial personnel Nil
(b) any other employee who receives a grant Nil
in any one year of option amounting to 5%
or more of option granted during that year
(c) identified employees who were granted Nil
option during any one year equal to
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time
of grant.
(vii) Description of the method and significant Please refer Note No. 42 of Notes to the Standalone Financial
assumptions used during the year to estimate Statements forming part of the Annual Report.
the fair value of options including the following
information:
(a) 
the weighted-average values of share
price, exercise price, expected volatility,
expected option life, expected dividends,
the risk-free interest rate and any other
inputs to the model;

Annual Report 2021-22 39

 Sl. No. Particulars Details
(b) 
the method used and the assumptions
made to incorporate the effects of
expected early exercise;
(c) 
how expected volatility was determined,
including an explanation of the extent to
which expected volatility was based on
historical volatility; and
(d) whether and how any other features of the
options granted were incorporated into
the measurement of fair value, such as a
market condition

Details relating to ESOP Scheme 2021

Sl. No. Particulars Details
(i) (a) Date of shareholders’ approval March 17, 2021
(b) Total number of options approved/granted 72,00,000
(c) Vesting requirements 25% - On March 17, 2022 i.e. 1st Anniversary of the Grant of
the Options (First Vest)
25% - On March 17, 2023 i.e. 2nd Anniversary of the Grant of
the Options (Second Vest)
25% - On March 17, 2024 i.e. 3rd Anniversary of the Grant of
the Options (Third Vest)
25% - On March 17, 2025 i.e. 4th Anniversary of the Grant of
the Options (Fourth Vest)
(d) Exercise price or pricing formula 43.328 per equity share
(e) Maximum term of options granted 5 years for exercising the options from the date of vesting
(f) Source of shares (primary, secondary or Primary
combination)
(g) Variation in terms of options No Variation
(ii) Method used to account for ESOP scheme 2021 Fair Value
(iii) Where the company opts for expensing of Not applicable because the Company has accounted
the options using the intrinsic value of the employee compensation in books using the fair value of
options, the difference between the employee options.
compensation cost so computed and the
employee compensation cost that shall have
been recognized if it had used the fair value of
the options. The impact of this difference on
profits and on EPS of the Company
(iv) Option movement during Financial Year 2021-
22
Number of options outstanding at the beginning 72,00,000
of the year
Number of options granted during the year Nil
Number of options forfeited / lapsed during the 10,40,000
year
Number of options vested during the year 15,40,000
Number of options exercised during the year 14,47,500
Number of shares arising as a result of exercise 14,47,500
of options
Money realized by exercise of options, if scheme ` 6,27,17,280/-
is implemented directly by the Company

40 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Sl. No. Particulars Details

Loan repaid by the Trust during the year from Not Applicable
exercise price received
Number of options outstanding at the end of 47,12,500
the year
Number of options exercisable at the end of the 92,500
year
(v) Weighted-average exercise prices and Please refer Note No. 42 of Notes to the Standalone Financial
weighted average fair values of options whose Statements forming part of the Annual Report.
exercise price either equals or exceeds or is
less than the market price of the stock
(vi) Employee wise details of options granted
during the year to:
(a) senior managerial personnel Nil
(b) any other employee who receives a grant Nil
in any one year of option amounting to 5%
or more of option granted during that year
(c) identified employees who were granted Nil
option during any one year equal to
or exceeding 1% of the issued capital
(excluding outstanding warrants and
conversions) of the Company at the time
of grant.
(vii) Description of the method and significant Please refer Note No. 42 of Notes to the Standalone Financial
assumptions used during the year to estimate Statements forming part of the Annual Report.
the fair value of options including the following
information:
(a) the weighted-average values of share
price, exercise price, expected volatility,
expected option life, expected dividends,
the risk-free interest rate and any other
inputs to the model;
(b) 
the method used and the assumptions
made to incorporate the effects of
expected early exercise;
(c) how expected volatility was determined,
including an explanation of the extent to
which expected volatility was based on
historical volatility; and
(d) whether and how any other features of the
options granted were incorporated into
the measurement of fair value, such as a
market condition

For and on behalf of the Board of Directors

For Devyani International Limited

Ravi Jaipuria
Place: Gurugram Chairman
Date: May 2, 2022 DIN: 00003668

Annual Report 2021-22 41

 Annexure - B
Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A. Ratio of the remuneration of each director to the median remuneration of employees of the Company for the Financial
Year 2021-22 and the percentage increase in remuneration of each Director, Chief Financial Officer and Company
Secretary during the Financial Year 2021-22:
(` in Million)
Sl. Name of Director(s)/ KMP(s) and designation Remuneration of % increase in Ratio of
No. Director(s)/KMP(s) Remuneration Remuneration
for Financial Year in FY 2022 as of Director
2021-22 compared to FY to Median1
2021 Remuneration of
employees
1 DR. RAVI GUPTA 2.10 75% 8.48
Non-executive Independent Director
2 MS. RASHMI DHARIWAL 2.10 75% 8.48
Non-executive Independent Director
3 DR. GIRISH KUMAR AHUJA 1.60 Not comparable* 6.46
Non-executive Independent Director
4 MR. PRADEEP SARDANA 1.00 Not comparable* 4.03
Non-executive Independent Director
5 MR. VIRAG JOSHI 30.63 Nil 123.68
Whole-time Director & CEO
6 MR. MANISH DAWAR2 128.70 Not comparable 519.68
Whole-time Director & CFO
7 MR. ANIL DWIVEDI 1.71 Not comparable* 6.91
Company Secretary & Compliance Officer
8 MR. JATIN MAHAJAN 1.37 Not comparable* 5.53
Company Secretary & Compliance Officer
*Employed for part of the year. Hence, % increase in remuneration is not comparable.

Notes:
1. The median remuneration has been calculated on the basis of fulltime employees on the payroll of the Company.
2. Remuneration of Mr. Manish Dawar includes ESOP perquisites of ₹ 99.42 million for FY 2022 (previous year Nil). Mr. Manish Dawar has
been appointed on December 30, 2020. Hence % increase in remuneration in FY 2021-22 is not comparable.

B. The percentage increase in the median remuneration of employees in the financial year.
There was 5 % increase in the median remuneration of employees (excluding Remuneration of Directors and KMPs) in
Financial Year ended on March 31, 2022.

C. The number of permanent employees on the rolls of Company.

Permanent employees on the rolls of the Company as on March 31, 2022 were 12074, the said number of employees
includes both full time & part time employees.

D. Average percentile increase already made in the salaries of employees other than the managerial personnel
in the last financial year and its comparison with the percentile increase in the managerial remuneration
and justification thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration
The average increase in the salaries of employees other than Managerial Personnel was 9.95%. The above table contain
the details of remuneration paid to the managerial personnel. The remuneration paid to managerial personnel is basis
prevailing market trends, business results delivery objectives and overall responsibility matrix and the same is in line
with the resolutions approved by the Board of Directors and/or Shareholders.

42 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

E. Affirmation that the remuneration is as per the remuneration policy of the Company
It is hereby affirmed that the above-mentioned remuneration is in accordance with the Remuneration Policy of the
Company.

Statement of particulars under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 for the Financial year ended March 31, 2022
(also includes the details of top ten employees of the Company)

S. Name of the Designation Remuneration Age Qualification Experience Last Date of

No. Employees (₹ in Million) in years Employment commencement
(per annum) of employment
1 Mr. Manish Whole-time 128.70 56 Graduate, CA 31 Vodafone Idea December
Dawar Director & & CS Limited 30, 2020
CFO
2 Mr. Tarun Jain Brand, Chief 32.34 48 Graduate, PG 22 Devyani Food April
Executive & Diploma Street Private 01, 2021
Officer in Hotel Limited
Management
3 Mr. Amitabh Brand, Chief 31.10 46 Graduate 26 Yum April
Negi Executive & Senior Restaurants 01, 2016
Officer Management (India) Private
Programme Limited
from IIM
4 Mr. Virag Joshi Whole-time 30.63 58 Diploma 39 Priya Village December
Director & in Hotel Roadshow 10, 2001
CEO Management Limited
5 Mr. Rajat Brand, Chief 25.58 52 Graduate, 30 The November
Luthra Executive Postgraduate Mobilestore 07, 2011
Officer certificate Limited
in business
management
from XLRI &
Diploma in
Hotel
Management
6 Mr. Rajeev General 23.90 42 Graduate & 21 Royal March
Kumar Verma Manager PGDM Sporting 23, 2005
House
7 Mr. Avinash Associate 17.10 38 Graduate 20 Devyani February
Singh General International 13, 2019
Manager (Nepal)
Private
Limited
8 Mr. Arun Associate 16.61 45 Graduate 22 SLA Group Ltd September
Sharma General 25, 2007
Manager
9 Mr. Sanjeev Chief 13.25 57 Graduate, CA 32 Varun January
Arora Financial & CS Beverages 01, 2019
Controller Limited
10 Mr. Arun Brand, Chief 9.49 49 Graduate 28 Nirula’s February
Sharma Executive Corner House 10, 2002
Officer Ltd

Annual Report 2021-22 43

 S. Name of the Designation Remuneration Age Qualification Experience Last Date of
No. Employees (₹ in Million) in years Employment commencement
(per annum) of employment
11 Mr. Amara Executive 7.15 54 Master’s 30 Coffee Day January
Venu Director Degree in Global Limited 18, 2021
Madhav*# (Non-Board Management
Member Studies
12 Mrs. Dhara Executive 3.00 60 Graduate 25 Cryoviva April
Jaipuria*# Director Biotech 01, 2019
(Non-Board Private
Member Limited

* Not being on the Board of Directors of the Company

# Employed for part of the year and in receipt of remuneration exceeding the prescribed limits.

Notes:
1. The Company has no employee (whether employed throughout FY 2021-22 or part thereof) who was in receipt of
remuneration which in the aggregate, is in excess of that drawn by the Wholetime Director and holds by himself
or along with his/her spouse and dependent children, not than less two (2) percent or more of the equity shares of
the Company.

2. Remuneration comprises of basic salary, allowances, provident fund contribution and perquisites (including ESOP
perquisite, if any) as defined under the Income-tax Act, 1961.

3. None of the above employee except Mrs. Dhara Jaipuria, Executive Director (Non-Board Member) who is wife
of Mr. Ravi Jaipuria, Non-executive Chairman and mother of Mr. Varun Jaipuria, Non-executive Director of the
Company, is related to any Director of the Company.

4. All the above employees are/were in full time employment of the Company.

For and on behalf of the Board of Directors

For Devyani International Limited

Ravi Jaipuria
Place: Gurugram Chairman
Date: May 2, 2022 DIN: 00003668

44 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Annexure - C
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, or effectiveness with which the management has

The Members, conducted the affairs of the Company.
Devyani International Limited
(CIN: L15135DL1991PLC046758) Based on our verification of the Company’s books,
F-2/7 Okhla Industrial Area, Phase-I, papers, minute books, forms and returns filed and
New Delhi-110020 other records maintained by the Company and also
the information provided by the Company, its officers,
We have conducted the secretarial audit of the compliance agents and authorized representatives during the
of applicable statutory provisions and the adherence to conduct of Secretarial Audit, we hereby report that in
good corporate practices by Devyani International Limited our opinion, the Company has, during the audit period
(hereinafter called “the Company”). Secretarial Audit was covering the financial year ended on 31st March, 2022
conducted in a manner that provided us a reasonable (“Audit Period”) complied with the statutory provisions
basis for evaluating the corporate conducts/ statutory listed hereunder and also that the Company has proper
compliances and expressing our opinion thereon. Board processes and compliance mechanism in place
to the extent, in the manner and subject to the reporting
We report that made hereinafter:
a) Maintenance of secretarial records are the responsibility
of the management of the Company. Our responsibility We have examined the books, papers, minute books,
is to express an opinion on these secretarial records forms and returns filed and other records maintained
based on our audit. by the Company for the financial year ended on 31st
March, 2022 according to the provisions of:
b) We have followed the audit practices and processes
as were appropriate to obtain reasonable assurance (i) The Companies Act, 2013 (‘the Act’) and the rules
about the correctness of the contents of the secretarial made thereunder;
records. The verification was done on test basis to (ii) The Securities Contracts (Regulation) Act, 1956
ensure that correct facts are reflected in secretarial (‘SCRA’) and the rules made thereunder;
records. We believe that the processes and practices,
we followed provide a reasonable basis for our opinion. (iii) The Depositories Act, 1996 and the Regulations
and Bye-laws framed thereunder;
c) 
We have not verified the correctness and (iv) 
Foreign Exchange Management Act, 1999 and
appropriateness of the financial statements of the the rules and regulations made thereunder to the
Company. extent of Foreign Direct Investment, Overseas
Direct Investment and External Commercial
d) Wherever required, we have obtained the management Borrowings, where applicable;
representation about the compliances of laws, rules
and regulations and happening of events etc. (v) 
The following Regulations and Guidelines
prescribed under the Securities and Exchange
e) The compliance of the provisions of the Corporate and Board of India Act, 1992 (‘SEBI Act’):-
other applicable laws, rules, regulations, standards are
(a) The Securities and Exchange Board of India
the responsibility of the management. Our examination
(Substantial Acquisition of Shares and
was limited to the verification of procedures on test
Takeovers) Regulations, 2011;
basis.
(b) 
The Securities and Exchange Board of
f) The secretarial audit report is neither an assurance as India (Prohibition of Insider Trading)
to the future viability of the company nor of the efficacy Regulations, 2015;

Annual Report 2021-22 45

 (c) 
The Securities and Exchange Board of The Company is engaged in the business of developing,
India (Issue of Capital and Disclosure managing and operating quick services restaurants
Requirements) Regulations, 2018; for brands – Pizza Hut, KFC, Costa and Vangoo. As
informed by the Management, Food Safety & Standards
(d) The Securities and Exchange Board of India
Act, 2006 and Rules made thereunder are specifically
(Share Based Employee Benefits) Regulations, applicable to the company. On the basis of management
2014/the Securities and Exchange Board of representation, recording in the minutes of Board of
India (Share Based Employee Benefits and Directors and our check on test basis, we are on the
Sweat Equity) Regulations, 2021; view that the Company has ensured the compliance of
laws specifically applicable on it.
(e) 
The Securities and Exchange Board of
India (Issue and Listing of Debt Securities)

We further report that the Board of Directors of the
Regulations, 2008 (Not applicable to the
Company is duly constituted with proper balance of
Company during the Audit Period); Executive Directors, Non-Executive Directors and
(f) The Securities and Exchange Board of India Independent Directors. The changes in the composition
(Registrars to an Issue and Share Transfer of the Board of Directors that took place during the
Agents) Regulations, 1993 regarding the audit period were carried out in compliance with the
provisions of the Act.
Companies Act and dealing with client;

(g) The Securities and Exchange Board of India Adequate notices were given to all directors to schedule
(Delisting of Equity Shares) Regulations, the Board Meetings. Agenda and detailed notes on
2021 (Not applicable to the Company during agenda were sent at least seven days in advance
the Audit Period); except in case(s) where meeting was convened at a
shorter notice in accordance with the provisions of the
(h) The Securities and Exchange Board of India Act. A system exists for seeking and obtaining further
(Buyback of Securities) Regulations, 2018 information and clarifications on the agenda items
(Not applicable to the Company during the before the meeting for meaningful participation at the
Audit Period); and meeting.
(i) 
The Securities and Exchange Board of
Board decisions were carried out with unanimous
India (Listing Obligations and Disclosure
consent and therefore, no dissenting views were
Requirements) Regulations, 2015 (LODR).
required to be captured and recorded as part of the
minutes.
We have also examined compliance of the Secretarial
Standard on Meetings of the Board of Directors (SS-1) 
We further report that there are systems and processes
and Secretarial Standard on General Meetings (SS-2) in the company commensurate with the size and
issued by the Institute of Company Secretaries of India operations of the company to monitor and ensure
which has been generally complied with. Further, the compliance with applicable laws, rules, regulations and
Company was generally regular in filing of Forms with guidelines.
the Registrar of Companies, NCT of Delhi and Haryana.
We further report that
During the period under review, the Company has the shareholders of the Company at their Extra-
 
complied with the provisions of the Act, Rules, Ordinary General Meeting held on May 4, 2021 passed
Regulations and Guidelines, to the extent applicable, the following special resolution(s).
as mentioned above and the Company has paid
i. for increase in authorised share capital of the
remuneration to its whole-time director for the year
Company from existing ` 1,25,00,00,000/- divided
ended 31 March 2022 which is in excess of the limits
into 1,25,00,00,000 Equity Shares of ` 1/- each
laid down under Section 197 read with schedule V of
to ` 500,00,00,000/- divided into 500,00,00,000/-
the Act and consequently exceeded the overall limit of Equity Shares of ` 1/- each; &
remuneration payable by the Company to its directors.
The Company is in the process of seeking an approval ii. for substitution of the existing set of Articles of
from the shareholders by way of a special resolution in Association of the Company with the new set of
the ensuing Annual General Meeting. Articles of Association of the Company.

46 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

 the Initial Public Offering of 20,42,22,218 Equity Shares (Mumbai) Private Limited (both are wholly owned
of the face value of ` 1/- each was made for cash at subsidiary companies) with the Company subject to
a price of ` 90/- (including a premium of ` 89/- per approval of shareholders, creditors, stock exchanges,
equity share) aggregating to approx. ` 1,838 Crore National Company Law Tribunal and any other
comprising a fresh issue of 4,88,88,888 Equity Shares statutory/ applicable authorities as may be required.
aggregating up to approx. ` 440 Crore (the “fresh
issue”) and an Offer for Sale of 15,53,33,330 Equity
Shares aggregating to approx. ` 1,398 Crore. The
equity shares of the Company got listed on BSE Limited For Sanjay Grover & Associates
and National Stock Exchange of India Limited on Company Secretaries
August 16, 2021. Firm Registration No.: P2001DE052900

 the Board of Directors of the Company at its meeting Vijay K. Singhal

held on December 13, 2021 approved the scheme of Partner
amalgamation for amalgamation of Devyani Food Date: May 2, 2022 ACS No. A21089, CP No. 10385
Street Private Limited and Devyani Airport Services Place: New Delhi UDIN: A021089D000255103

Annual Report 2021-22 47

 Annexure - D
Annual Report on Corporate Social Responsibility (Csr) Activities
FOR THE FINANCIAL YEAR 2021-22

1. Brief outline on CSR Policy of the Company:

Refer Section on Corporate Social Responsibility in Board’s Report.

2. *Composition of the CSR Committee:

S. No. Name of Director Designation/ Nature of Directorship Number of meetings of Number of meetings
CSR Committee held of CSR Committee
during the financial attended during the
year 2021-22 financial year 2021-22
1 Dr. Naresh Trehan Chairman (Independent Director) 0 0
2 Mr. Varun Jaipuria Member (Non-Executive Director) 0 0
3 Mr. Virag Joshi Member (Executive Director) 0 0

* To follow good Corporate Governance practice Mr. Raj Gandhi, Mr. Vishesh Shrivastav and Ms. Rashmi Dhariwal have resigned and
Dr. Naresh Trehan and Mr. Varun Jaipuria has been appointed as Chairman and Member of the Committee respectively w.e.f.
April 21, 2021.

3. Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the board are disclosed on
the website of the Company:
Composition of CSR
•  Committee: https://dil-rjcorp.com/wp-content/uploads/2021/07/Composition-of-
Committees-DIL.pdf
CSR Policy: https://www.dil-rjcorp.com/wp-content/uploads/2022/05/Corporate-Social-Responsibility-Policy.
• 
pdf.

Since, the average net profits for last three financial years calculated as per Section 135 of the Companies Act, 2013
read with Rules made thereunder were negative, accordingly there was no obligation of CSR spending or approving CSR
projects for the financial year 2021-22.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of Rule 7 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any: Not Applicable

6. Average net loss of the Company for last three financial years as per Section 135(5): (` 692.14 Million)

7. (a) Two percent of average net profit of the Company as per Section 135(5): Not Applicable in view of negative profits
during last three financial years

(b) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil

(c) Amount required to be set off for the financial year, if any: Nil

(d) Total CSR obligation for the financial year (7a+7b-7c): Nil

8. (a) CSR amount spent or unspent for the financial year: Not applicable

(b) Details of CSR amount spent against ongoing projects for the financial year: Not applicable

(c) Details of CSR amount spent against other than ongoing projects for the financial year: Not applicable

48 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

(d) Amount spent in Administrative Overheads: Not applicable

(e) Amount spent on Impact Assessment, if applicable: Not applicable

(f) Total amount spent for the Financial Year (8b+8c+8d+8e): Not applicable

(g) Excess amount for set off, if any: Not applicable

9. (a) Details of Unspent CSR amount for the preceding three financial years: Nil

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Nil

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through
CSR spent in the financial year (asset-wise details):

(a) Date of creation or acquisition of the capital asset(s): Not applicable

(b) Amount of CSR spent for creation or acquisition of capital asset: Not applicable

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their
address etc.: Not applicable

(d) Details of the capital asset(s) created or acquired (including complete address and location of the capital asset):
Not applicable

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per Section 135(5):
Not Applicable

For and on behalf of Board of Directors

For Devyani International Limited

Manish Dawar Dr. Naresh Trehan

Place: Gurugram Whole-time Director & CFO Chairman - CSR Committee
Date: May 2, 2022 DIN: 00319476 DIN: 00012148

Annual Report 2021-22 49

 Annexure E
Corporate Governance Report

To comply with Regulation 34 read with Schedule V of the Best Corporate Governance practices
Securities and Exchange Board of India (Listing Obligations DIL maintains the highest standards of Corporate
and Disclosure Requirements) Regulations, 2015 [‘SEBI Governance. It is the Company’s constant endeavour to
(LODR) Regulations’], the report containing the details of adopt the best Corporate Governance practices keeping in
Corporate Governance of Devyani International Limited (‘the view the international codes of Corporate Governance and
Company’/ ‘DIL’) is as follows: practices of well-known global companies. Some of the
best implemented global governance norms include the
Company’s Philosophy on Corporate Governance following:
Corporate Governance is creation and enhancing long term
• All securities related filings with Stock Exchanges and
sustainable value for the stakeholders through ethically
SEBI are reviewed by the Company’s Board of Directors.
driven business process. At DIL, it is imperative that your
Company affairs are being managed in a fair and transparent • The Company has following Board Committees: Audit,
manner. Risk Management and Ethics Committee, Stakeholders’
Relationship Committee, Nomination and Remuneration
Corporate Governance is all about maintaining a valuable Committee, Corporate Social Responsibility Committee,
relationship and trust with all stakeholders. We consider Share Allotment Committee, IPO Committee and
stakeholders as partners in our success and we remain Investment and Borrowing Committee.
committed towards maximizing stakeholders’ value, be it
The Company also undergoes Secretarial Audit
• 
shareholders, employees, suppliers, customers, investors,
conducted by an independent firm of Practicing
communities or policy makers. This approach to value
Company Secretaries. The Secretarial Audit Report is
creation emanates from our belief that sound governance
placed before the Board and forms part of the Annual
system, based on relationship and trust, is integral to
Report.
creating enduring value for all.
Observance and adherence of all applicable Laws
• 
We believe, Corporate Governance is not just a destination, including Secretarial Standards issued by the Institute
but a journey to constantly improve sustainable value of Company Secretaries of India.
creation. It is an upward-moving target that we collectively
strive towards achieving. Our multiple initiatives towards Governance Policies
maintaining the highest standards of governance are At DIL, we strive to conduct our business and strengthen
detailed hereinafter. our relationships in a manner that is dignified, distinctive
and responsible. We adhere to ethical standards to ensure
The Corporate Governance framework of the Company is integrity, transparency, independence and accountability in
based on the following broad practices: dealing with all stakeholders. Therefore, we have adopted
various codes and policies to carry out our duties in an
(a) Engaging a diverse and highly professional, experienced
ethical manner. Some of the codes and policies are as
and competent Board of Directors, with versatile
follows:
expertise in industry, finance, management and law.
• Code of Conduct for Board of Directors and Senior
(b) 
Deploying well defined governance structures that
Management;
establishes checks and balances and delegates
decision making to appropriate levels in the • Code of Conduct for Prohibition of Insider Trading;
organization.
• Code of practices and procedures for fair disclosure of
(c) Adoption and implementation of fair, transparent and Unpublished Price Sensitive Information;
robust systems, processes, policies and procedures.
• Policy on Related Party Transactions;
(d) Making high level of disclosures for dissemination of
• Corporate Social Responsibility Policy;
corporate, financial and operational information to all
its stakeholders. • Policy for Determination of Material Subsidiary and
Governance of Subsidiaries;
(e) Having strong systems and processes to ensure full
and timely compliance with all legal and regulatory Policy for Determination of Materiality of Events /
• 
requirements and zero tolerance for non-compliance Information;

50 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Remuneration Policy for Directors, Key Managerial

•  Size and composition of the Board of Directors as at March
Personnel, Members of Senior Management and other 31, 2022 is given below:
Employees of the Company;
Category Name of Directors
• Familiarization Programme for Independent Directors; Non-executive Chairman Mr. Ravi Jaipuria*
Executive / Whole-time Mr. Virag Joshi
• Vigil Mechanism/Whistle Blower Policy;
Directors Mr. Manish Dawar
• Policy for Preservation of Documents; Non-executive, Non- Mr. Varun Jaipuria*
• Policy on Diversity of the Board of Directors; Independent Directors Mr. Raj Gandhi
Non-executive, Independent Dr. Naresh Trehan
• Risk Management Policy; Directors Dr. Ravi Gupta
• Dividend Distribution Policy; Mr. Pradeep Sardana
Ms. Rashmi Dhariwal
• Archival Policy;
Dr. Girish Kumar Ahuja
• Go Green Guidelines
*Mr. Ravi Jaipuria and Mr. Varun Jaipuria are Promoters of the Company.
• Anti-Bribery Policy; and
Inter-se Relationship among Directors
Policy for Prevention, Prohibition and Redressal of
• 
Sexual Harassment at Workplace. Except Mr. Ravi Jaipuria and Mr. Varun Jaipuria,
none of the Director is a relative of other Director(s).
Board of Directors Mr. Varun Jaipuria, Non-executive Director, is son of
As at March 31, 2022, 5 (Five) out of 10 (Ten) Directors on Mr. Ravi Jaipuria, Non-executive Chairman of the Company.
the Board were Independent Directors. At DIL, it is our belief
that an enlightened Board consciously creates a culture of Core Skills / Expertise / Competencies available
leadership to provide a long-term vision and policy approach with the Board
to improve the quality of governance. The Board’s actions The Board comprises qualified Members who possess
and decisions are aligned with the Company’s best interests. required skills, expertise and competencies that allow
The Board critically evaluates the Company’s strategic them to make effective contributions to the Board and its
direction, management policies and their effectiveness. Committees.

The Matrix setting out the Skills, Expertise and Competencies available with the Board in context of business of the Company
is as under:
Sr. Name of Director Leadership Strategic Industry Experience, Global Finance Corporate
No. /Operations Planning Technical, Research Business & Legal Governance,
& Development and Compliance &
Innovation Risk Management
1 Mr. Ravi Jaipuria ü ü ü ü ü ü
2 Mr. Varun Jaipuria ü ü ü ü ü ü
3 Mr. Raj Gandhi ü ü ü ü ü ü
4 Mr. Virag Joshi ü ü ü ü ü ü
5 Mr. Manish Dawar ü ü ü ü ü ü
6 Dr. Naresh Trehan ü ü ü ü ü ü
7 Dr. Ravi Gupta ü ü ü ü ü ü
8 Mr. Pradeep Sardana ü ü ü ü ü ü
9 Ms. Rashmi Dhariwal ü ü ü ü ü ü
10 Dr. Girish Kumar Ahuja ü ü ü ü ü ü
Selection of Independent Directors
Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective
field / profession and who can effectively contribute to the Company’s business and policy decisions are considered by the
Nomination and Remuneration Committee, for appointment, as an Independent Director on the Board. The Committee, inter-
alia, considers criteria as prescribed under the Companies Act, 2013 (‘the Act’) and SEBI (LODR) Regulations viz. positive

Annual Report 2021-22 51

attributes, area of expertise, number of directorships and on April 21, 2021 re-appointed M/s O P Bagla & Co., LLP,
memberships held in various committees of other companies Chartered Accountants as Internal Auditors of the Company
by such persons in accordance with the Company’s Policy. for the Financial Year 2021-22 to conduct internal audit of
The Board considers the Committee’s recommendation and the Company and their report on findings is submitted to the
takes appropriate decision. Audit, Risk Management and Ethics Committee on periodic
basis.
A statement in connection with fulfilling the criteria of
Independence and directorships as required under the Separate Meeting of Independent Directors
provisions of the Act and SEBI (LODR) Regulations received To comply with the provisions of Schedule IV of the Act
from each of Independent Directors is disclosed in the read with Regulation 25 of SEBI (LODR) Regulations, the
Board’s Report. Your Company had also issued formal
Independent Directors met once during the Financial
appointment letters to all the Independent Directors in the
Year 2021-22, without the presence of Non-Independent
manner provided under the Act. Terms and Conditions
Directors and members of the management team and inter-
for appointment of Independent Directors are available
alia reviewed:
on website https://www.dil-rjcorp.com/wp-content/
uploads/2022/03/Terms-and-conditions-of appointment- • The performance of Non-Independent Directors and
of-Independent-Directors_DIL.pdf. the Board as a whole;

In the opinion of the Board, the Independent Directors fulfill • The performance of the Chairman of the Company,
the conditions as specified in the Act and SEBI (LODR) taking into account the views of Executive Directors
Regulations and are Independent of the management. and Non-executive Directors; and
The quality, quantity and timeliness of flow of
• 
Independent Directors’ Induction and information between the Company’s management and
Familiarization the Board that is necessary for the Board to effectively
An appropriate induction program for new Directors and and reasonably perform their duties.
ongoing training for existing Directors is a major contributor
in maintaining the high Corporate Governance standards of In addition to formal meetings, interactions also took place
the Company. The Whole-time Directors and the Company between the Chairman and Independent Directors
Secretary are jointly responsible for ensuring such induction
and training programmes are provided to the Directors. The Board Meetings, Board Committee Meetings and
management provides such information and training either Procedure
at the meeting of Board of Directors or otherwise. The details
The Board is the apex body constituted by shareholders for
of such familiarization programme for Independent Directors
overseeing the Company’s overall functioning. The Board
are posted on website of the Company at https://www.dil-
provides and evaluates the Company’s strategic direction,
rjcorp.com/wp-content/uploads/2022/03/Familiarisation_
management policies and their effectiveness and ensures
Programme-for-Independent-Directors_DIL-1.pdf.
that shareholders’ long term interests are being served.
Board Evaluation
As at the end of the year under review, the Board has 7
The Board of Directors of the Company ensures formation
(Seven) Committees, namely Audit, Risk Management and
and monitoring of robust evaluation framework of the
Ethics Committee, Stakeholders’ Relationship Committee,
Individual Directors including Chairman of the Board, Board
Nomination and Remuneration Committee, Corporate Social
as a whole and various Committees thereof and carries out
Responsibility Committee, Share Allotment Committee, IPO
the evaluation of the Board, the Committees of the Board
and Individual Directors, including the Chairman of the Committee and Investment and Borrowing Committee.
Board on annual basis.
The Company’s internal guidelines for Board/Board
Board Evaluation for the Financial Year ended March 31, Committee meetings facilitate the decision making process
2022 has been completed by the Company internally which at its meetings in an informed and efficient manner.
included the evaluation of the performance of the Board
as a whole, Board Committees and Directors individually Board Meetings/Committee Meetings
including the Chairman of the Board and results of the same The Board meets at regular intervals to discuss and decide
were shared with the Board. on Company / business policies and strategies apart from
other regular business matters. The Board/ Committee
Internal Audit Meetings are pre-scheduled and a tentative annual calendar
As recommended by the Audit, Risk Management and Ethics of the Board and Committee Meetings is circulated to all
Committee, the Board of Directors in their meeting held Directors well in advance to facilitate them to plan their

52 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

schedule and to ensure meaningful participation in the effluent or pollution problems or significant labour
meetings. The Board is updated on the discussions held at issues, if any.
the Committee meetings and the recommendations made Reviewing the details of significant development in
• 
by various Committees. human resources and industrial relations front.
• Reviewing details of foreign exchange exposure and
The agenda of the Board/Committee Meetings is set by the
steps taken by the management to limit the risks of
Company Secretary in consultation with the Whole-time
adverse exchange rate movement.
Director(s) and the Chairman of the Company. The agenda is
generally circulated a week prior to the date of the meeting • Reviewing compliance with all relevant legislations and
and includes detailed notes on items to be discussed at the regulations and litigation status, including materiality,
meeting to enable the Directors to take an informed decision. important show cause, demand, prosecution and
However, in case of urgency, the agenda is circulated along penalty notices, if any.
with shorter notice as per the provisions of the Secretarial • Advising on corporate restructuring such as merger,
Standard on Meetings of the Board of Directors. acquisition, joint venture or disposals, if any.
• Appointing Directors on the Board and Key Managerial
Board meets at least once in a quarter to review inter-alia Personnel, if any.
the quarterly results, compliances and performance of the
Reviewing various policies of the Company and
• 
Company. Additional meetings are held on need basis.
monitoring implementation thereof.
The Company also provides facility to the Directors to attend Reviewing details of risk evaluation and internal
• 
meetings of the Board and its Committees through Video/ controls.
Tele Conferencing mode. • Reviewing reports on progress made on the ongoing
projects.
10 (Ten) Board meetings were held during the Financial
• Monitoring and reviewing board evaluation framework
Year 2021-22 on April 21, 2021, May 13, 2021, July 12,
2021, July 14, 2021, July 20, 2021, July 26, 2021, August 09,
Board Support
2021, November 01, 2021, December 13, 2021 and February
The Company Secretary is responsible for collation, review
04, 2022 The gap between two Board meetings was within
and distribution of all papers submitted to the Board and
the limit prescribed under Section 173(1) of the Act and
Committees thereof for consideration. He is also responsible
Regulation 17(2) of the SEBI (LODR) Regulations.
for preparation of Agenda in consultation with the Whole-
time Director(s) and the Chairman of the Company and
Board Business convening of Board and Committee Meetings. The Company
The business of the Board inter-alia includes: Secretary attends all the meetings of the Board and its
• Framing and overseeing progress of the Company’s Committees, advises and assures the Board on Compliance
annual plan and operating framework. and Governance principles.

• Framing strategies for direction of the Company and Recording Minutes of proceedings of Board and
for corporate resource allocation. Committee meetings
• Reviewing financial plans of the Company. The Company Secretary ensures appropriate recording
of minutes of proceedings of each Board and Committee
• Reviewing the quarterly and annual financial results of
Meeting. The minutes are entered in the Minutes Book within
the Company.
30 (Thirty) days from the date of conclusion of the meetings
• Reviewing the Annual Report including Audited Annual as per the Secretarial Standards issued by the Institute of
Financial Statements for adoption by the Members. Company Secretaries of India.
• Reviewing progress of various functions and business
of the Company.
Post meeting follow-up mechanism
The guidelines for Board and Committee meetings facilitate
Reviewing the functioning of the Board and its
•  an effective post meeting follow-up, review and reporting
Committees. process for decisions taken by the Board and Committees
• Reviewing the functioning of subsidiary companies. thereof. Important decisions taken at Board/ Committee
meetings are communicated promptly to the concerned
Considering / approving
•  the declaration /
departments/divisions. Action-taken report (if any) on
recommendation of dividend.
decisions/minutes of the previous meeting(s) is placed
Reviewing and resolving fatal or serious accidents
•  at the succeeding meeting of the Board/ Committees
or dangerous occurrences, any material significant for noting.

Annual Report 2021-22 53

Attendance of Directors at Board Meetings & last Annual General Meeting (AGM), number of other Directorships and
Chairmanships / Memberships of Committees and Shareholding of each Director in the Company:
Name and DIN Designation & Category Attendance in Number of Committee Membership Shareholding
Financial Year Directorships in and Chairmanship in other in the
2021-22 other Companies Companies# as on Company as
as on March 31, March 31, 2022 on March
2022 $ 31, 2022
Board AGM Private Public Chairmanship Membership
Meetings
Mr. Ravi Jaipuria Promoter 10/10 Yes 2 4 NIL 1 21,14,103
(00003668) (Non-executive Chairman)
Mr. Varun Jaipuria Promoter 9/10 Yes 3 2 NIL NIL 3,96,25,617
(02465412) (Non-executive Director)
Mr. Raj Gandhi Non-executive Director 10/10 Yes 2 7 NIL 3 30,00,000
(00003649)
Mr. Virag Joshi Whole-time Director & 10/10 Yes NIL 2 NIL NIL 1,00,04,635
(01821240) Chief Executive Officer
(Executive Director)
Mr. Manish Dawar Whole-time Director & 10/10 Yes NIL 1 NIL NIL 9,05,003
(00319476) Chief Financial Officer
(Executive Director)
Dr. Naresh Trehan Non-executive & 10/10 Yes 6 3 NIL NIL NIL
(00012148) Independent Director
Dr. Ravi Gupta Non-executive & 9/10 No 11 4 5 5 NIL
(00023487) Independent Director
Mr. Pradeep Sardana Non-executive & 10/10 Yes NIL 1 NIL NIL 4,635
(00682961) Independent Director
Ms. Rashmi Dhariwal Non-executive & 10/10 Yes 5 4 1 5 NIL
(00337814) Independent Director
Dr. Girish Kumar Ahuja Non-executive & 10/10 Yes 3 6 5 7 NIL
(00446339) Independent Director
# Includes only Audit Committee and Stakeholders’ Relationship Committee in all public limited companies (whether listed or not) and excludes
private limited companies, foreign companies and Section 8 companies.
$ Does not include directorship in foreign companies.
Note: Video/Tele-conferencing facility is offered to facilitate Directors to participate in the meetings.

Pursuant to Part C of Schedule V of the SEBI (LODR) Regulations, details of Directorship in other listed entity and category
of Directorship as on March 31, 2022, are mentioned below:
Sl. No Name of Director Company Category of Directorship
1 Mr. Ravi Jaipuria Varun Beverages Limited Non-executive Director
2 Mr. Varun Jaipuria Varun Beverages Limited Whole-time Director
3 Mr. Raj Gandhi Varun Beverages Limited Whole-time Director
4 Dr. Naresh Trehan Varun Beverages Limited Non-executive & Independent Director
5 Dr. Ravi Gupta Varun Beverages Limited Non-executive & Independent Director
6 Mr. Pradeep Sardana Varun Beverages Limited Non-executive & Independent Director
7 Ms. Rashmi Dhairwal Varun Beverages Limited Non-executive & Independent Director
8 Dr. Girish Kumar Ahuja Ruchi Soya Industries Limited Non-executive & Independent Director
Amber Enterprises India Limited Non-executive & Independent Director
Unitech Limited Non-executive & Independent Director

54 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Committees of the Board • Scrutiny of inter-corporate loans and investments.

The Board Committees play a vital role in strengthening the • Evaluation of internal financial controls and risk
Corporate Governance practices. The Board Committees are management systems.
set up under formal approval of the Board to carry out clearly • Reviewing the functioning of the whistle blower/
defined roles which are considered to be performed by vigil mechanism.
Members of the Board as a part of good governance practice.
Formulate a detailed risk management policy
• 
The Board supervise the execution of responsibilities by the
which shall include:
Committee. Minutes of the proceedings of all the Committee
meetings are circulated to the Board to take note of the - Framework for identification of internal and
same. The Board Committees may request special invitees external risks.
to join the meeting, as appropriate. - 
Measures for risk mitigation including
systems and processes for internal control
As required under Schedule V (Annual Report) of the SEBI of identified risks.
(LODR) Regulations, mandatory disclosure(s) related
- Business continuity plan.
to the Audit, Risk Management and Ethics Committee,
Stakeholders’ Relationship Committee and Nomination and • Evaluate and review the risk management plan, the
Remuneration Committee are as follows: risk management system, including risk policy, risk
process (risk identification, assessment, mitigation
(i) Audit, Risk Management and Ethics Committee and monitoring), cyber security processes and risk
The terms of reference and composition of the Audit, registers laid down by the Management.
Risk Management and Ethics Committee satisfy the
requirements of Section 177 of the Act read with the • Approval of the appointment of the Chief Financial
Companies (Meetings of Board and its Powers) Rules, Officer after assessing the qualifications, experience
2014 and Regulations 18 and 21 of the SEBI (LODR) and background, etc. of the candidate;
Regulations.
The Audit, Risk Management and Ethics Committee met
The brief terms of reference of Audit, Risk Management 7 (Seven) times during the Financial Year 2021-22, on
and Ethics Committee are as under: April 21, 2021, July 14, 2021, July 20, 2021, September
13, 2021, November 01, 2021, December 13, 2021 and
• Oversight of the Company’s financial reporting
February 04, 2022.
process, examination of the financial statement
and the auditors’ report thereon and the disclosure Composition of the Committee and attendance of the
of its financial information to ensure that its Members at the meetings held during the Financial
financial statements are correct, sufficient and Year 2021-22:
credible.
Sl. Name Category Designation No. of
Recommendation
•  for appointment, re- No. Meetings
appointment and replacement, remuneration and Attended
terms of appointment of auditors of the Company 1 Dr. Ravi Independent Chairman 7/7
Gupta Director
Approval of payment for any other services
•  2 Ms. Rashmi Independent Member 7/7
rendered by the statutory auditors of the Company. Dhariwal Director
• Reviewing with the Management the quarterly / 3 Dr. Girish Independent Member 6/6
annual results and annual financial statements Kumar Ahuja* Director
and Auditors’ Report thereon before submission 4 Mr. Raj Non- Member 1/1
to the Board for approval. This would, inter-alia, Gandhi* executive
include reviewing changes in the accounting Director
policies and reasons for the same, major *To follow good Corporate Governance practice Mr. Raj Gandhi
accounting entries involving estimates based on resigned w.e.f. April 21, 2021 and Dr. Girish Kumar Ahuja has
exercise of judgement by Management, significant been appointed as Member of the Committee w.e.f. April
adjustments made in the financial statements. 21, 2021, to ensure that all members of the Committee are
Independent Directors.
Review the Management’s Discussion and
• 
Analysis of financial condition and results of Note: Video/Tele-conferencing facility is offered to facilitate
operations. Directors to participate in the meetings.

Annual Report 2021-22 55

 The Company Secretary acts as Secretary to the
 Opening No. of No. of No. of No. of
Committee. Balance complaints complaints complaints complaints
received resolved not solved pending
to the
The member of the Audit, Risk Management and Ethics satisfaction
of
Committee was present at the last AGM held on July shareholders
15, 2021 to answer the queries of the members of the 0 5255 5255 0 0
Company.

To enable investors to share their grievance or
concern, Company has set up a dedicated e-mail ID
(ii) Stakeholders’ Relationship Committee
[email protected]

The terms of reference and composition of the
Stakeholders’ Relationship Committee satisfy the (iii) Nomination and Remuneration Committee
requirements of Section 178 of the Act and Regulation 
The terms of reference and composition of the
20 of SEBI (LODR) Regulations. Nomination and Remuneration Committee satisfy the
requirements of Section 178 of the Act and Regulation

The objective of the Stakeholders’ Relationship 19 of SEBI (LODR) Regulations and SEBI (Share Based
Committee is to consider and resolve the grievances Employee Benefits) Regulations, 2014 and SEBI
of security holders of the Company including but not (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 as amended from time to time.
limited to complaints related to transfer/transmission
of shares, non-receipt of annual report, non-receipt of

The brief terms of reference of Nomination and
declared dividends, issue of new/duplicate certificates, Remuneration Committee are as under:
general meetings and review of services rendered by
Formulating the criteria for determining
• 
the Registrar and Share Transfer Agent.
qualifications, positive attributes and
independence of a director and recommending
Composition of the Committee during the Financial
to the Board of Directors a policy relating to the
Year 2021-22: remuneration of the directors, key managerial
Sl. Name Category Designation personnel and other employees and for evaluation
No. of the performance of independent directors and
1 Dr. Ravi Gupta Independent Chairman the Board of Directors;
Director
Devising a policy on diversity of the Board of
• 
2 Ms. Rashmi Independent Member
Directors;
Dhariwal Director
3 Mr. Raj Gandhi Non-executive Member • Identifying persons who are qualified to become
Director directors and who may be appointed in senior
4 Mr. Manish Whole-time Member management in accordance with the criteria laid
Dawar Director down, recommending to the Board of Directors
Note: Video/Tele-conferencing facility is offered to facilitate their appointment and removal, and specify the
manner for effective evaluation of performance
Directors to participate in the meetings.
of Board, its committees and individual Directors
and review its implementation and compliance;
The Company Secretary acts as Secretary to the
Committee and also designated as a Compliance • Determine whether to extend or continue the term
Officer of the Company. of appointment of the independent directors on
the basis of the report of performance evaluation

The member of the Stakeholders’ Relationship of independent directors; and
Committee was present at the last AGM held on July • Framing suitable policies and systems to ensure
15, 2021. that there is no violation by an employee as well
as by the Company of any applicable laws in India
Investor Grievances / Complaints or overseas, including:
The details of the Investor Complaints received and (i) The Securities and Exchange Board of India
resolved during the Financial Year 2021-22 are as (Prohibition of Insider Trading) Regulations,
follows: 2015; and

56 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

(ii) The Securities and Exchange Board of India The Company Secretary acts as Secretary to the
(Prohibition of Fraudulent and Unfair Trade Committee.
Practices relating to the Securities Market)
Regulations, 2003. The Chairperson of the Nomination and Remuneration
Committee was present at the last AGM held on July
The Nomination and Remuneration Committee met 15, 2021 to answer the queries of the members of the
4 (Four) times during the Financial Year 2021-22 on Company.
April 21, 2021, July 14, 2021, November 01, 2021 and
February 04, 2022. Performance evaluation criteria for Directors
The Nomination and Remuneration policy of the Company
Composition of the Committee and attendance of the lays down the criteria of appointment and remuneration of
Members at the meetings held during the Financial Directors/Key Managerial Personnel including criteria for
Year 2021-22: determining qualification, positive attributes, independence
Sl. Name Category DesignationNo. of of Directors, criteria for performance evaluation of Executive
No. Meetings and Non-executive Directors (including Independent
Attended Directors) and other matters as prescribed under the
1 Ms. Rashmi Independent Chairperson 4/4 provisions of the Act and the SEBI (LODR) Regulations. An
Dhariwal Director indicative list of factors that may be evaluated including
2 Dr. Ravi Independent Member 4/4 but not limited to participation and contribution by a
Gupta Director Director, commitment, effective deployment of knowledge
3 Mr. Ravi Non- Member 4/4 and expertise, effective management of relationship with
Jaipuria executive stakeholders, integrity and maintenance of confidentiality
Chairman and independence of behavior and judgement.
4 Mr. Vishesh Nominee Member 1/1
Shrivastav* Director
* Mr. Vishesh Shrivastav has resigned from the Membership of
the Committee w.e.f. April 21, 2021,
Note: Video/Tele-conferencing facility is offered to facilitate
Directors to participate in the meetings.

Remuneration of Directors
Details of remuneration paid to Directors of the Company for the Financial Year ended March 31, 2022, are as follows:
(` in million)
Sl. Name Sitting Fee Salary Perquisite* Bonus/Incentive Total
No.
1 Mr. Ravi Jaipuria - - - - -
2 Mr. Varun Jaipuria - - - - -
3 Mr. Raj Gandhi - - - - -
4 Mr. Virag Joshi - 30.63 - - 30.63
5 Mr. Manish Dawar - 29.28 99.42 - 128.70
6 Dr. Ravi Gupta 2.10 - - - -
7 Mr. Pradeep Sardana 1.00 - - - -
8 Ms. Rashmi Dhariwal 2.10 - - - -
9 Dr. Naresh Trehan - - - - -
10 Dr. Girish Kumar Ahuja 1.60 - - - -
* Perquisites includes stock options as per ESOP Scheme(s) of the Company.

The details of specific service contracts, notice period and severance fees etc. are governed by the appointment letter issued
to respective Director at the time of his / her appointment.

Criteria of making payments to Non-executive Directors including all pecuniary relationship or

transactions of Non-executive Directors
The Independent Directors are not paid any remuneration other than the sitting fee for attending meetings of the Board and
the Committees thereof as approved by the Board.

Annual Report 2021-22 57

There has been no pecuniary relationship or transactions of The main objective of this policy is to provide a platform to
the Non-executive Directors vis-à-vis the Company during Directors and Employees to raise concerns regarding any
the year except the sitting fee paid to them as detailed above. irregularity, misconduct or unethical matters / dealings
within the Company, which may have a negative bearing on
Prohibition of Insider Trading the organization either financially or otherwise.
To comply with the provisions of Regulation 9 of the
This policy provides an additional channel to the normal
Securities and Exchange Board of India (Prohibition of
management hierarchy for employees to raise concerns
Insider Trading) Regulations, 2015, the Company has about any breach of the Company’s values or instances of
adopted a Code of Conduct for Prohibition of Insider Trading violations of the Company’s Code of Conduct. Therefore,
and the same is uploaded on website of the Company at it is in line with the Company’s commitment to open
https://www.dil-rjcorp.com/wp-content/uploads/2022/05/ communication and to highlight any such matters which
Code-of-Conduct-for-Prohibition-of-Insider-Trading.pdf . may not be getting addressed in a proper manner. During
the year under review, no complaint was received under the
Vigil Mechanism / Whistle Blower Policy Whistle Blower Policy.
To comply with the provisions of Section 177 of the Act and
Regulation 22 of SEBI (LODR) Regulations, the Company Compliance with the Code of Conduct
has adopted a Vigil Mechanism / Whistle Blower Policy for To comply with the provisions of Regulation 17(5) of SEBI
Directors and Employees of the Company. Under the Vigil (LODR) Regulations, the Company has adopted “Code of
Mechanism Policy, the protected disclosures can be made Conduct for Board of Directors and Senior Management”
(Code). Code is available on website of the Company at
by a victim through an e-mail or a letter to the Vigilance
https://www.dil-rjcorp.com/wp-content/uploads/2021/08/
Officer or to the Chairman of the Audit, Risk Management
Code-Of-Conduct-For-Board-Of-Directors-and-Senior-
and Ethics Committee.
Management.pdf .

The Policy provides for adequate safeguards against

On the basis of declarations received from Board Members
victimization of Directors and Employees who avail of and Senior Management Personnel, the Whole-time Director
the vigil mechanism and also provides a direct access to & Chief Executive Officer has given a declaration that the
the Vigilance Officer or the Chairman of the Audit, Risk Members of the Board of Directors and Senior Management
Management and Ethics Committee, in exceptional cases. Personnel have affirmed compliance with the Code during
No personnel of the Company has been denied access to the the Financial Year 2021-22. A copy of such declaration is
Audit, Risk Management and Ethics Committee. also attached with this report.

General Body Meetings

Annual General Meeting
The Annual General Meetings (‘AGM’) of the Company during the preceding three years were held at the following venues,
dates and times, wherein the following special resolutions were passed:

AGM Financial Day, Date & Time Venue/Mode Brief description of Special Resolutions
Year
30th 2020-21 Thursday, July 15, Registered Office Through • Payment of profit related commission to
2021 at 03:00 P.M. Video Conferencing / Other Non-executive Directors
Audio Visual Means Facility
29th 2019-20 Thursday, Registered Office Through • Alter the Memorandum of Association.
September 24, Video Conferencing / Other • Amend the Articles of Association
2020 at 11: 00 A.M. Audio Visual Means Facility
28th 2018-19 Thursday, Registered Office F-2/7. • Appoint Mrs. Dhara Jaipuria, holding office
September 26, Near Honda Showroom, or place of profit as an Executive-Director
2019 at 11:00 A.M. Okhla Industrial • Increase the applicable Limit for making
Area, Phase – 1, New Investments/ extending Loans and giving
Delhi-110020 guarantees or providing securities
• Approve power to borrow funds not
exceeding ` 1000 crores.
• Approve the power to create Charge on
the Assets of the Company to secure
borrowings not exceeding ` 1000 crores.

58 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Extra-ordinary General Meeting

Apart from the Annual General Meeting, the Extra Ordinary General Meeting of the Company was held during the Financial
Year 2021-22.
EGM Financial Day, Date & Venue/Mode Brief description of Special Resolutions
Year Time
1st EGM of 2021-22 Tuesday, May Registered Office • Appointment of Dr. Girish Kumar Ahuja (DIN: 00446339)
FY 21-22 04, 2021 at Through Video as an Independent Director of the Company
05:00 P.M. Conferencing • Appointment of Dr. Naresh Trehan (DIN: 00012148) as an
/ Other Audio Independent Director of the Company
Visual Means
• Approval for Increase in Authorised Share Capital of the
Facility
Company
• Approval for Alteration of the Articles of Association of the
Company.

Postal Ballot C) Financial Calendar 2022-23 (tentative)

During the year under review, no business has been First Quarter Results On or before August
transacted through postal ballot. 14, 2022
Second Quarter Results On or before
No special resolution is proposed to be conducted through
November 14, 2022
postal ballot.
Third Quarter Results On or before February
14, 2023
Means of Communication
Audited Annual Results for On or before May 30,
Information like Quarterly / Half Yearly / Annual Financial the financial year ending on 2023
Results and press releases / presentations on significant March 31, 2023
developments in the Company that have been made Annual Book Closure June 21, 2022 to
available from time to time have been submitted to the June 28, 2022 (both
Stock Exchanges to enable them to put on their websites days inclusive)
and communicate to their Members. The same is also made
available to Institutional Investors or to the Analysts, if any D) Dividend and its Payment
and are also hosted on the Company’s website at https:// During the year under review, the Board of Directors
dil-rjcorp.com/. have not recommended or declared any dividend on
equity shares of the Company.
The Quarterly / Half Yearly / Annual Financial Results
are published in English and Hindi language newspapers E) Listing of Shares on Stock Exchanges and Stock
normally in Business Standard. Moreover, a report on Code
Management Discussion & Analysis as well as Business
Sl. Name and Address of the Stock S t o c k
Responsibility Report also forms part of the Annual Report. No. Exchange code
The Company is filing all reports / information including 1 National Stock Exchange of India DEVYANI
Quarterly Financial Results, Shareholding Pattern, and Limited, Exchange Plaza, Block G,
Corporate Governance Report etc., electronically on NSE C/1, Bandra Kurla Complex, Bandra
website viz. www.nseindia.com and on BSE website viz.
(E), Mumbai – 400 051 (“NSE”)
www.bseindia.com.
2 BSE Limited, Phiroze Jeejeebhoy 543330
General Shareholders Information Towers, Dalal Street, Mumbai –
400 001 (“BSE”)
A) Annual General Meeting
Date: June 28, 2022 (Tuesday) Annual listing fee for the Financial Year 2022- 23 has
Time: 11:00 A.M. (IST) been paid to the National Stock Exchange of India
Venue/Mode: Through Video Conferencing / Other Limited and BSE Limited.
Audio Visual Means facility
F) Listing of Debt Instruments on Stock Exchanges
B) Financial Year and Codes: Not Applicable
The Financial Year of the Company starts from April 01
and ends on March 31 every year.

Annual Report 2021-22 59

G) Market Price Data for the period August 16, 2021 to March 31, 2022*
BSE NSE
Month
High Low Volume (Nos.) High Low Volume (Nos.)
Aug-21 141.05 107.70 1,64,31,580 140.90 107.55 28,38,76,000
Sep-21 129.70 114.80 1,17,56,137 129.70 114.80 9,51,41,000
Oct-21 129.00 111.85 1,05,23,224 128.40 111.85 9,92,33,000
Nov-21 171.00 120.80 2,02,78,712 171.00 120.90 22,57,88,000
Dec-21 198.85 147.15 1,41,09,543 198.90 147.10 16,86,40,000
Jan-22 197.20 162.10 83,18,332 197.30 162.00 9,98,07,000
Feb-22 185.95 141.05 66,74,582 186.00 141.00 7,74,61,000
Mar-22 177.50 148.75 46,86,171 177.50 148.65 6,62,18,000
* Company got listed on BSE and NSE w.e.f. August 16, 2021.

Performance in comparison to broad - based indices

Performance on BSE
Comparison of share price of DIL with BSE Sensex.

Performance on BSE (Indexed)

Aug’21 Sept’21 Oct’21 Nov’21 Dec’21 Jan’ 22 Feb’ 22 Mar’22

DIL BSE 101.38 93.84 99.47 119.90 133.77 136.36 125.01 142.12
BSE Sensex 103.82 106.65 106.98 102.94 105.08 104.65 101.46 105.65

Performance on NSE
Comparison of share price of DIL with NSE Nifty.
Performance on NSE (Indexed)

Aug'21 Sept'21 Oct'21 Nov'21 Dec'21 Jan’22 Feb’22 Mar’22

DIL NSE 101.30 93.77 99.35 119.96 133.64 136.19 125.02 141.90
NSE Nifty 103.65 106.59 106.91 102.75 104.99 104.90 101.60 105.66

60 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

H) Registrar and Share Transfer Agent I) Share Transfer System

The Registrar and Share Transfer Agent of the Company As on March 31, 2022 – 120,47,36,223 (One Hundred
was changed from “KFin Technologies Private Limited” Twenty Crore Forty Seven Lakh Thirty Six Thousand
to “Link Intime India Private Limited” w.e.f. April 21, Two Hundred Twenty Three) equity shares of the
2021 and all the work relating to the shares held in Company were in dematerialized form and 155 (One
physical form as well as the shares held in the electronic Hundred Fifty Five) equity shares were held in physical
(demat) form is being done by Link Intime India Private form.
Limited, whose details are given below:
Transfer of Equity Shares in dematerialized form are
Link Intime India Private Limited done through depositories with no involvement of
Noble Heights, 1st Floor, Plot No. NH 2, LSC the Company. In terms of SEBI (LODR) Regulations,
C-1 Block, Near Savitri Market, Janakpuri securities of listed companies can only be transferred
New Delhi-110058 in dematerialized form including where the claim is
Tel: +91 11 49411000 lodged for transmission or transposition of shares.
Fax: +91 11 41410591 Company obtains a yearly certificate from a Company
E-mail: [email protected] Secretary in Practice as required under Regulation
Website: www.linkintime.co.in 40(9) of SEBI (LODR) Regulations and file copy of the
SEBI Registration No.: 000004058 said certificate with the Stock Exchanges.

Accordingly, to avail benefits of dematerialization,

Members are advised to dematerialize the shares held
by them in physical form.

J) Distribution of Shareholding (as on March 31, 2022)

(Nominal Value ` 1 per share)
Shareholding No. of Shareholders Percentage Amount (`) Percentage
1 – 5000 2,76,015 99.59 4,02,41,987 3.34
5001 – 10000 573 0.21 42,76,451 0.36
10001 - 20000 230 0.08 33,13,978 0.28
20001 - 30000 67 0.03 16,95,097 0.14
30001 - 40000 45 0.01 16,15,337 0.13
40001 - 50000 39 0.01 18,62,146 0.15
50001 - 100000 49 0.02 36,42,078 0.30
100001 & Above 149 0.05 1,14,80,89,304 95.30
Total 2,77,167 100.00 1,20,47,36,378 100.00

K) Categories of Shareholders (as on March 31, 2022)

Sl. No. Category Total No. of Equity Shares Percentage
1 Alternate Investment Funds - II 1,11,14,443 0.92
2 Alternate Investment Funds - III 10,38,081 0.09
3 Body Corporate – Limited Liability Partnership 2,22,92,982 1.85
4 Corporate Bodies (Promoter Co) 71,48,21,970 59.33
5 Clearing Members 5,63,996 0.05
6 Foreign Company 9,80,00,000 8.13
7 Foreign Portfolio Investors (Corporate) 8,30,72,722 6.90
8 Foreign Nationals 700 0.00
9 Hindu Undivided Family 16,27,991 0.14
10 Insurance Companies 2,52,85,567 2.09
11 Mutual Funds 2,90,48,468 2.41

Annual Report 2021-22 61

 Sl. No. Category Total No. of Equity Shares Percentage
12 Nationalised Banks 28,31,635 0.24
13 Non Resident Indians 15,88,830 0.13
14 Non Resident (Non Repatriable) 8,16,211 0.07
15 NBFCs registered with RBI 165 0.00
16 Other Bodies Corporate 8,39,32,274 6.97
17 Other- Directors/Relatives (other than promoters) 1,39,14,273 1.16
18 Public 7,30,42,566 6.06
19 Promoters 4,17,39,720 3.46
20 Trusts 3784 0.00
Total 1,20,47,36,378 100.00

L) Dematerialization of Shares and Liquidity Q) Equity Shares in the Suspense Account

As on March 31, 2022, 99.99% of the total equity shares The Company does not have any shares in the demat
were held in dematerialized form. The Company’s suspense account or unclaimed suspense account as
shares are actively traded on the stock exchanges. on March 31, 2022.


The Company does not have any GDR’s/ADR’s/ R) Compliances under SEBI (LODR) Regulations
Warrants or any Convertible instruments having any The Company is regularly complying with the SEBI
impact on equity. (LODR) Regulations as stipulated therein. Information,
certificates and returns as required under the
M) Commodity price risk or foreign exchange risk provisions of SEBI (LODR) Regulations are sent to the
and hedging risk stock exchanges within the prescribed time.
The details for the same have been provided in the
S) CEO and CFO Certification
Notes to Financial Statements of the Company for the
Financial Year 2021-22. To comply with Regulation 17(8) of SEBI (LODR)
Regulations, the Whole-time Director & Chief Executive
Officer (CEO) and the Whole-time Director & Chief
N) Credit Rating: Not Applicable
Financial Officer (CFO) of the Company have given
Compliance Certificate stating therein matters
O) Plant Location prescribed under Part B of Schedule II of the said
One of the key functions of our business for Costa Regulations which forms part of this Corporate
Coffee stores and stores of our other brands is the Governance Report.
manufacture and/or distribution of the food items
and other consumables used in the stores by our own To comply with Regulation 33(2)(a) of SEBI (LODR)
Regulations, while placing the Quarterly Financial
commissary based in Gurugram.
Results before the Board of Directors, the CEO and CFO
certifies that the Financial Results do not contain any
p) Reconciliation of Share Capital Audit false or misleading statement or figures or do not omit
The Reconciliation of Share Capital Audit is conducted any material fact which may make the statements or
by a Company Secretary in practice to reconcile the total figures contained therein misleading.
admitted capital with National Securities Depository
Limited and Central Depository Services (India) Limited T) Certificate from Company Secretary in Practice
regarding Non-disqualification of Directors
(‘Depositories’) and the total issued and listed capital.
The audit confirms that the total issued/paid-up capital None of the Directors on the Board of the Company
have been debarred or disqualified from appointment
is in agreement with the aggregate of the total number
or continuing as Directors of companies by the
of shares in physical form and the total number of
Securities and Exchange Board of India, Ministry of
shares in dematerialized form (held with Depositories) Corporate Affairs or any such other Statutory Authority,
and that the requests for dematerialization of shares as stipulated under Regulation 34 of the SEBI (LODR)
shall be processed by the Registrar and Share Transfer Regulations and certificate in this respect received
Agent within statutory period and uploaded with the from an Independent Firm of Practising Company
concerned depositories. Secretaries is annexed.

62 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

S) Fees paid to the Statutory Auditors The Company submits a quarterly compliance report
on Corporate Governance signed by Compliance Officer
Total fees for all services paid by the Company and
and/or Chief Financial Officer to the Stock Exchange(s)
its subsidiaries, on a consolidated basis, to Statutory
within 21 (Twenty One) days from the close of every
Auditors of the Company and their other associated
quarter. Such quarterly compliance reports on
firms during the Financial Year ended March 31, 2022,
Corporate Governance are also posted on website of
is as follows:
the Company.
(` in Million)
Particulars M/s. Walker M/s. APAS Compliance of the conditions of Corporate Governance
Chandiok & Co. & Co. LLP have also been audited by an Independent Firm of
LLP Practising Company Secretaries.
Audit Fees 4.50 4.70*
Other Services 2.45 1.22 After being satisfied of the above compliances, they have
issued a compliance certificate in this respect. The said
Reimbursement 0.10 -
of Expenses certificate is annexed with this report and the same will be
forwarded to the Stock Exchanges along with the Annual
Total 7.05 5.92
Report of the Company.
* includes ` 0.30 paid by Devyani Food Street Private Limited and
` 0.30 paid by Devyani Airport Services (Mumbai) Private DISCLOSURES
Limited. (i) 
The Company has not entered into any materially
significant related party transactions which have
T) Particulars of Loans, Guarantees and Securities potential conflict with the interests of the Company
Your Company has neither advanced any loans or at large. The Board of Directors had approved a
given any guarantees and / or provided any securities Policy on Related Party Transactions and the same
to anybody, whether directly or indirectly, within the is uploaded at https://www.dil-rjcorp.com/wp-
meaning of Section 185 of the Companies Act 2013. content/uploads/2021/06/Policy-on-Related-Party-
In addition thereto, the Company has not extended any Transactions.pdf .
loans and advances in the nature of loans to firms/ (ii) The Company has complied with the requirements of
companies in which directors are interested. Stock Exchanges, SEBI and other statutory authorities
on all matters relating to capital markets and there
U) 
Information on Deviation from Accounting were no instances of non-compliance during the last
Standards, if any three years.
No deviations from Indian Accounting Standards (Ind (iii) 
Policy for Determination of Material Subsidiary and
AS) in preparation of annual accounts for the Financial Governance of Subsidiaries can be accessed at https://
Year 2021-22. www.dil-rjcorp.com/wp-content/uploads/2021/06/
Policy-on-Material-Subsidiary.pdf .
V) Investor Correspondence
(iv) 
Disclosure in relation to the Sexual Harassment of
Mr. Rajiv Kumar
Women at Workplace (Prevention, Prohibition and
GM – Investor Relations
Redressal) Act, 2013 forms part of the Board’s Report.
Plot no. 18, Sector – 35, Near Hero Honda Chowk,
Gurugram 122 004 (Haryana) Green Initiative
Tel: +91 124-4566300
Pursuant to Sections 101 and 136 of the Act read with the
Email: [email protected]
Companies (Management and Administration) Rules, 2014
and Companies (Accounts) Rules, 2014, the Company can
W) 
Disclosure of Compliance with Corporate
send Notice of Annual General Meeting, Financial Statements
Governance requirements specified in
and other communication in electronic form. Your Company
Regulation 17 to 27 and Regulation 46 of SEBI
is sending the Annual Report including the Notice of Annual
(LODR) Regulations General Meeting, Audited Financial Statements, Board’s

The Company has complied with the applicable Report along with their annexure etc. for the Financial Year
provisions of SEBI (LODR) Regulations including 2021-22 in electronic mode to the shareholders who have
Regulation 17 to 27 and Regulation 46 of SEBI (LODR) registered their e-mail address with the Company and/or
Regulations. their respective Depository Participants (DPs).

Annual Report 2021-22 63

Shareholders who have not registered their e-mail addresses so far are requested to register their e-mail addresses. Those
holding shares in demat form can register their e-mail addresses with their concerned DPs. Shareholders who hold shares
in physical form are requested to register their e-mail addresses with the Company / RTA, by sending a letter, duly signed by
the first/sole holder quoting details of Folio Number.
For and on behalf of the Board of Directors
For Devyani International Limited

Ravi Jaipuria
Place: Gurugram Chairman
Date: May 2, 2022 DIN: 00003668

64 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

CODE OF CONDUCT
This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board Members and Senior Management
Personnel of the Company and a copy of the Code is put on the website of the Company viz. www.dil-rjcorp.com.

It is further confirmed that all the Directors and Senior Management have affirmed their compliance with the Code for the
Financial Year ended March 31, 2022.

Virag Joshi
Place: Gurugram Whole-time Director & CEO
Date: May 2, 2022 DIN: 01821240

Annual Report 2021-22 65

 Chief Executive officer and chief financial officer
certification under regulation 17(8) of sebi (lodr) regulations, 2015

We, Virag Joshi, Whole-time Director & CEO and Manish Dawar, Whole-time Director & CFO of Devyani International Limited,
pursuant to the requirement of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and to the best of our knowledge and belief, hereby certify that:-

A) We have reviewed Financial Statements and the Cash Flow Statement for the Financial Year ended March 31, 2022 and
that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
accounting standards, applicable laws and regulations.

B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the Financial
Year ended March 31, 2022 which are fraudulent, illegal or violative of the Company’s code of conduct.

C) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and that we
have disclosed to the Auditors and the Audit, Risk Management and Ethics Committee, deficiencies in the design or
operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to
rectify these deficiencies.

D) We have indicated to the Auditors and the Audit, Risk Management and Ethics Committee:

(i) significant changes in internal control over financial reporting during the Financial Year ended March 31, 2022;

(ii) significant changes in accounting policies during the said Financial Year and that the same have been disclosed
in the notes to the Financial Statements; and

(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.

Place : Gurugram Virag Joshi Manish Dawar

Date : May 2, 2022 Whole-time Director & CEO Whole-time Director & CFO

66 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C Clause (10) (i) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015)

To,
The Members of
DEVYANI INTERNATIONAL LIMITED
(CIN: L15135DL1991PLC046758)
F-2/7, Okhla Industrial Area, Phase-I,
New Delhi-110020

1. That equity shares of Devyani International Limited (hereinafter referred as “the Company”) are listed on BSE Limited
and National Stock Exchange of India Limited.

2. We have examined the relevant disclosures received from the Directors, registers, records, forms and returns maintained
by the Company and produced before us by the Company for the purpose of issuing this Certificate, in accordance
with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

3. In our opinion and to the best of our information and according to the verifications and examination of the disclosures
under section 184/189, 170, 164, 149 of the Companies Act, 2013 (the Act) and Director Identification Number (DIN)
status at the portal i.e. www.mca.gov.in, as considered necessary and explanations furnished to us by the Company
and its officers, we certify that none of the below named Directors on the Board of the Company as on March 31, 2022
have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and
Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority:

Sr. No. Name of Director Director Identification Number Date of Appointment

1. Mr. Ravi Kant Jaipuria 00003668 15/07/1996
2. Mr. Varun Jaipuria 02465412 13/11/2009
3. Mr. Raj Gandhi 00003649 13/08/2007
4. Mr. Virag Joshi 01821240 10/11/2004
5. Mr. Manish Dawar 00319476 17/02/2021
6. Dr. Ravi Gupta 00023487 06/04/2018
7. Mr. Pradeep Sardana 00682961 21/04/2021
8. Ms. Rashmi Dhariwal 00337814 06/04/2018
9. Dr. Naresh Trehan 00012148 21/04/2021
10. Dr. Girish Kumar Ahuja 00446339 21/04/2021

4. Ensuring the eligibility of the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company and our responsibility is to express an opinion on this based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with
which the management has conducted the affairs of the Company.

5. This certificate is based on the information and records available up to this date and we have no responsibility to update
this certificate for the events and circumstances occurring after the date of the certificate.
For Sanjay Grover & Associates
Company Secretaries
Firm Registration No.: P2001DE052900

Devesh Kumar Vasisht

Partner
Place: New Delhi CP No.: 13700 / Mem. No. F8488
Date: May 2, 2022 UDIN: F008488D000254558

Annual Report 2021-22 67

 CORPORATE GOVERNANCE CERTIFICATE

To
The Members
Devyani International Limited
(CIN: L15135DL1991PLC046758)
F-2/7 Okhla Industrial Area, Phase-I,
New Delhi-110020

We have examined the compliance of conditions of Corporate Governance by Devyani International Limited (“the Company”),
for the financial year ended on March 31, 2022 as stipulated under Regulations 17 to 27 and clauses (b) to (i) of Regulation
46(2) and Para C, D and E of Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“LODR Regulations”).

The compliance of conditions of Corporate Governance is the responsibility of the management of the Company. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and clauses (b) to (i) of
Regulation 46(2) and Para C, D and E of Schedule V to the LODR Regulations.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.

For Sanjay Grover & Associates

Company Secretaries
Firm Registration No.: P2001DE052900

Devesh Kumar Vasisht

Partner
CP No.: 13700 / Mem. No. F8488
Place : New Delhi UDIN: F008488D000254602
Date: May 2, 2022

68 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Management Discussion & Analysis

Economic Overview The pandemic had a significant impact on the industry,
with operating restrictions and closures leading to a near
Economies worldwide saw a steady recovery in the year
53% contraction. However, National Restaurant Association
2021 following easing of Covid-related restrictions. In of India (NRAI) expects a sharp recovery with the industry
India, higher vaccination rates and strong pent-up demand touching $63 billion in FY22, a growth of nearly 11% over
led to a robust uptick in consumption across sectors. India’s FY20. Digital platforms are gaining prominence, with the
GDP growth during 2021-22 stood at an estimated 8.9% as share of deliveries and takeaways for restaurant players
against a contraction of 6.6% in 2020-21. Growth is expected increasing on an average from 13% during the pre-COVID
at 8.2% for 2021-22. With this, India continues to retain the times to 33% during post-COVID times.
tag of the fastest-growing economies in the world.
Despite the transient impact of the pandemic on business,
The services sector comprising hotels and restaurants, the Indian food services industry is on a recovery path and is
transport, financing, insurance, real estate, and business expected to grow at a strong rate in the coming years driven
services, is among the key growth sectors of the Indian by growing penetration across markets, premiumization,
economy. This industry also witnessed a healthy recovery increased delivery volumes, product innovations, and store
during the fiscal year led by improved demand and expansion.
consumption following the easing of restrictions and Source: GLG – June 2021
re-opening of travel in the country. While consumption The Hindu Businessline
continues to remain strong, increase in inflationary
pressures, the Russia-Ukraine conflict, and lockdowns Key Drivers for Growth & Opportunity
in global manufacturing hubs are seen impacting the The Indian food services industry is evolving rapidly and
macro-environment lately. Necessary and timely policy has immense potential. The interplay of various drivers is
actions across countries are expected to improve conomic influencing its growth, as explained below:
prospects going forward.
Favorable Demographic Profile
The global growth is projected to decline from 6.1% in 2021
Rising disposable incomes, busier lifestyles, and higher
to 3.6% in 2022, as per IMF estimates.
percentage of young and working professionals are
Source: IMF, April 2022; National Statistical Office, Feb 2022
expected to drive a multi-fold growth in the industry.

Increased Urbanization and Nuclearization of Families

Industry Overview & Outlook Urbanization and nuclearization of families is
The food services industry in India has demonstrated transforming the spending habits and food consumption
remarkable growth over the last decade. Favorable patterns towards higher instances of eating out and
demographics, rising young and working population, home delivery.
enhanced internet proliferation, and changing consumer
Evolving Food Preferences
consumption patterns, among others have been driving
Growing adoption of western culture and increase in
strong growth.
travel and tourism have resulted in increased preference
for a blend of international and fusion cuisines.
The quick services restaurants (QSR) format, too, has
evolved over the last few years with offerings ranging from Increasing footprint of Food Aggregators
comfort food, quick bites to premium options, and catering The convenience of app-based ordering and delivery
to all income levels and markets. In recent years, the industry at the doorstep are expected to continue to drive
has witnessed increased consumer preference towards growth in the Indian food services market.
dining out. Additionally, higher frequency of home deliveries
Internet and Mobile Penetration
and shift towards hygienic organized brands during the
pandemic resulted in further growth opportunities for the Cheap internet access, higher penetration of affordable
smartphones and social media platforms are aiding the
industry. Both the franchise QSR and independent QSR
growth of the industry.
segments are contributing equally to the market growth.

Annual Report 2021-22 69

Business Overview and Costa Coffee referred to as “Core Brands”); “International
Business” comprising stores of KFC, Pizza Hut and other
Company Snapshot
brands operated in Nepal and Nigeria; and “Other Business”
Devyani International Limited (hereinafter referred to as comprising certain other operations in the F&B industry,
“DIL” or the “Company”) is amongst the largest operators of including stores of own brands such as Vaango and Food
QSR chain and the largest franchisee of Yum Brands (Pizza Street.
Hut and KFC) in India on a non-exclusive basis. In addition,
DIL is also a franchisee for Costa Coffee in India. Along with The Company began its long-standing relationship with
partnering with the industry’s largest and most esteemed Yum India in 1997, when it commenced operations of its
brands, the Company also has a portfolio of in-house first Pizza Hut store in Jaipur. It subsequently expanded its
brands such as Vaango and Food Street. As of March 31, operations with both KFC and Pizza Hut franchises and as
2022, the Company operates 938 stores across 204 cities in of March 31, 2022, operates 364 KFC stores and 413 Pizza
India, Nepal, and Nigeria. Hut stores across the country. In addition, DIL operates 55
Costa Coffee stores, as of March 31, 2022. DIL has been
DIL’s business is broadly classified into three verticals, consistently expanding its store network. Despite macro-
namely “Core Brands Business” comprising stores of KFC, economic headwinds, DIL’s store count increased 35.6%
Pizza Hut and Costa Coffee operated in India (KFC, Pizza Hut from 692 as of March 31, 2021 to 938 as of March 31, 2022.

Key Brands and Verticals

India International
Vertical QSR QSR Coffee QSR QSR

Brands
& Other
Brands Nepal & Nepal
Nigeria
Stores* 364 413 55 60 46

*Number of stores as of March 31, 2022

Total Number of Stores

FY 2022 364 FY 2022 413 FY 2022 55

FY 2021 264 FY 2021 297 FY 2021 44

FY 2020 172 FY 2020 269 FY 2020 63

FY 2022 60 FY 2022 46 FY 2022 938

FY 2021 50 FY 2021 37 FY 2021 692

FY 2020 71 FY 2020 35 FY 2020 610

KFC Pizza Hut Costa Other Business International Total

70 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

DIL’s Growing Domestic Footprint pursuant to which DIL has been granted development
rights for pan-India in a phased manner.
Year Stores Cities Revenue (1)
FY20 172 76 6,091 This agreement has initially granted development rights
FY21 264 97 6,443 for a period of 5 years which can be extended from time
to time subject to meeting development and contractual
FY22 364 133 12,189
obligations.

DIL is the franchise partner of Yum for KFC in India and an

As on March 31, 2022, DIL operates 55 Costa Coffee
exclusive franchise partner for KFC in Nepal and Nigeria,
stores located in nine states and one Union Territory
through its subsidiaries. KFC, a global chicken restaurant
across 21 cities in India.
brand, has over 25,000 restaurants in over 145 countries and
territories around the world. Impact of COVID-19:
Despite the disruptions caused by the pandemic, DIL
Year Stores Cities Revenue (1) continued with its growth strategy to steadily expand
FY20 269 82 4,174 presence across new cities while simultaneously
FY21 297 100 2,879 broadening its foothold in existing markets.
FY22 413 136 5,318
The Company reported a record performance during the
DIL is the franchise partner of Yum for Pizza Hut in India. fiscal year despite the pandemic-related disruptions.
Pizza Hut, the largest pizza company in the world, specializes
Addition of Stores
in the sale of ready-to-eat pizzas. Pizza Hut operates in
the delivery, carry-out and casual dining segments around DIL continues to accelerate expansion across markets,
the world with more than 18,000 restaurants in over 100 enabling customers to experience its multi-dimensional
countries. and globally-renowned brand portfolio.

In FY22, the Company added 237 stores (net) in India

Year Stores Cities Revenue (1)
across Core Brands, taking the total restaurant count to
FY20 63 18 820 892 as of March 31, 2022. New store additions during
FY21 44 17 214 FY22 stood at 246.
FY22 55 21 411
Business Strengths
DIL is also the franchisee for the Costa Coffee in India. Costa Experienced Management Team
Coffee is a global coffee shop chain over 3,800 Coffee Shops 
Mr. Ravi Kant Jaipuria, promoter of the Company has
in 32 countries. over 30 years of expertise in envisioning, managing,
establishing, and growing food, beverage, and dairy
Notes: (1) ` Million for India Business
businesses in South Asia and Africa.
Key developments during the year

The Board of Directors of the Company consists of
Devyani successfully completed the Initial Public Offering qualified and highly seasoned professionals with a wide
(IPO) in August 2021 range of experience in finance and business.

The Company received a very strong response from
the investor community, bringing on board marquee Diverse Lineup of Brands
global and domestic investors across the spectrum 
Strong portfolio of high-growth brands, including KFC,
of FIIs, mutual funds, insurance companies, and retail Pizza Hut, Costa Coffee, Food Street, and Vaango.
investors.

Spectrum of brands catering to diverse cuisine segments.
The listing broadened DIL’s shareholder base and the
proceeds augmented financial strength to address Solid Operational Efficiency
medium-to-long growth prospects. 
Significant operational synergies across brands, with cost
structures based on scale efficiencies.
DIL extends partnership with Costa Coffee
DIL has entered into a revised development agreement 
Enhanced store economics and cost efficiencies leading
for its existing Costa business on August 14, 2021, to healthy operating performance.

Annual Report 2021-22 71

Multi-Dimensional QSR Player Particulars FY22 FY21 YoY Change

The Company’s close affiliation with Yum, combined Revenue 20,840 11,348 84%
with technological, marketing, and operational skills, has Gross Profit 14,842 7,902 88%
enabled it to position itself as a comprehensive player in EBITDA 4,760 2,346 103%
the QSR industry in India.
Depreciation 2,213 2,295 -4%
Record store expansions pan-India Finance Cost 1,270 1,495 -15%


As of March 31, 2022, DIL has 892 stores across all brands PAT 1,551 -813 NM
in 27 states and 2 union territories across 204 cities in
India.
Corporate Social Responsibility and Special
Initiatives

Added a record total of 246 net new stores during FY2022, The Board of Directors of the Company established a
led by 116 stores for Pizza Hut, 100 stores for KFC and 11 corporate social responsibility (“CSR”) Committee and
stores for Costa Coffee. adopted a CSR policy effective March 17, 2021. Within
this policy, it is authorized to undertake initiatives aimed

Expanded footprint to nearly 50 new cities in FY2022. at eradicating hunger and poverty as well as promoting
education, employment, training, and rural development
Robust Financials activities. One of its significant initiatives include the ‘Add
Hope’ project under which the Company accepts monetary

Surpassed a milestone of `20 billion in revenue from donations at its KFC outlets and distributes the proceeds to
operations despite Covid-19 impact. hunger-relief charities.


Recorded the highest-ever profitability; PAT at `1,551 The Company is also committed to fostering an equitable,
million vs loss of `813 million in FY21. open, and multicultural work environment, recognizing that
employees are its key resources. Moreover, the Company
Financial Overview has also invested in outlets operated by a group of specially-

The fiscal year 2022 saw several macro-economic abled employees. These individuals are compensated
challenges such as Covid-related disruptions, and offered equal growth opportunities at par with other
unprecedented inflation in input costs, geopolitical employees of the Company. DIL continues to encourage
tensions, and supply chain and logistics issues around them in developing the skills to perform efficiently improving
the world. Despite these challenges, the Company them from time to time.
showcased strong resilience and delivered a record year
Human Resources
of performance.
DIL employed 13,020 employees as of March 31, 2022, with

The Company opened the highest-ever stores at 246 in 12,365 in India and 655 outside India. The employees of the
FY 2021-22. Huge store additions and the strength of Company are trained in conformity with Yum’s certification
DIL’s multi-dimensional brands resulted in strong revenue standards. The Company employs experts to help guarantee
that its operations fully adhere to the local and national
growth of 84% YoY to `20,840 million compared to `11,348
regulations, franchise agreements, relevant manuals, and
million.
operational requirements. On-the-job assessments, web-
based training modules, and other mandatory fire safety

Gross profits increased 88% YoY to `14,842 million versus
and general functions courses are included in the training
`7,902 million in FY2021. Store level profitability further
processes. An impromptu training audit is also undertaken
benefited from leverage on higher sales and continuing
internally to assure adherence. For every position such
benefits from long-term cost-saving initiatives. as shift manager, assistant restaurant manager, and
restaurant general manager, a customized training module

Brand contribution margin, a key KPI, improved to 19.9% in is implemented. Centered on an application established
FY2022 versus 14.4% in FY2021. This helped to drive the by Yum, area managers get additional and more specific
pre-IndAS EBITDA to `2,995 million, the highest-ever, with training to further improve their productivity and to enable
margins improving to 14.4% versus 8.1% in the previous them to further grow in the organization.
fiscal.
None of DIL’s employees are represented by a labour union

Net profits from continuing business stood at `1,551 or covered by a collective wage negotiating contract. The
million for the year versus a loss of `813 million in FY2021. part-time personnel of the Company is also assigned

72 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

with the responsibility of managing peak-hour loads. and well-established brands, with consumers increasingly
Furthermore, the Company enters into arrangements with concerned about the safety and hygiene of products.
third-party manpower and service organizations to supply Capitalizing on this growth opportunity, DIL is strategically
contract workers for specific services at its stores, such as expanding its store network of Core Brands in India.
security. On a routine basis, the number of contract workers
is largely influenced by the scope of the work delegated to Enhancing business efficiencies – DIL continues to focus
independent contractors. on improving the quality of operations, enriching customer
experience, and strategically expanding store network in
DIL strongly believes in diversity in business operations. The India while efficiently managing unit-level economics and
Company is opening women-only stores across core brands attaining economies of scale. The expansion of stores will
of KFC, Pizza Hut, and Costa. As on March 31, 2022, DIL create operating leverage as fixed overhead expenditures
operates more than 20 women-only stores and 13 stores are spread across a greater number of outlets, thus
operated by differently-abled employees. These initiatives improving EBITDA margins and profitability. Effective cost
promote diversity and inclusion in the organization. management will help manage profitability at the brand
level.
Awards & Recognitions during the Year
Innovative product offerings – Constant focus on product
innovation and new launches has enhanced offtake across
core brands. DIL launched several new products and
innovative campaigns during the year. These new launches
Best Overall Performance and Most saw a strong consumer response in the market. Going
Improved Taste Scores at Yum EFTS forward, several new launches are lined up. Costa Coffee is
Conference in Asia set to launch a whole new range of drinks and refreshers for
the 2022 summer season.

The Most Admired Food Court Operator Strengthening Core Brands distribution – The Company
at the IMAGES Food Service’s Awards will work diligently to improve its delivery performance and
plans to establish synergies between Core Brands stores
and delivery services by leveraging its broad store network.
To complement this approach, the Company plans to open
Outlook & Strategy additional Pizza Hut and KFC outlets that will primarily focus
Against the backdrop of a challenging macro-environment, on delivery. Furthermore, the Company plans to expand its
the Company has delivered an encouraging performance collaboration with delivery aggregators to capitalize on the
across all parameters. The food services industry in India rising online delivery segment.
has a strong potential and there are significant growth
opportunities across domestic markets. DIL is ideally Emphasis on technological developments – To efficiently
positioned to capitalize on these growth prospects and connect online traffic with its offline resources, the Company
its brands are well-equipped to cater to young Indian aspires to accelerate investment in end-to-end digitization,
consumers and their dining habits. automation, artificial intelligence, and machine learning.

DIL’s aim is to continue developing its store footprint across Risk Management, Audit and Internal Control
the Core Brands with a focus on unit-level performance to As per the provisions of Regulation 21(5) of SEBI
increase its Core Brands delivery business and invest in (LODR) Regulations, your Company has constituted
technology to enhance its digital competence. an Independent Audit, Risk Management and Ethics
Committee. The Audit Risk Management and Ethics
Growing Core Brand Footprint – The Company continues Committee of the Board of Directors inter-alia monitors
to expand its footprint across domestic high-potential and reviews the risk management plan and such other
markets. Recognizing the growing adoption of western QSR functions as assigned from time to time. We have a
food trends beyond the metros and tier-one cities in the new robust Risk Management Policy to identify and evaluate
India, DIL is focused on expanding geographical coverage business risks and opportunities and to guide the
in both existing and new cities. The food services industry Company in effectively mitigating the various business
in recent times has consolidated in favor of more organized and operational risks, through strategic actions.

Annual Report 2021-22 73

Summarized below are the key risk factors that are identified as well as the proposed mitigation strategies:

Risk Factor Description Mitigation Strategies

Business Risk Sales variation on account of 

Based on analysis of historical trends and close monitoring of
seasonality/ festivals market dynamics, Company is able to predict near-term demand
trends.


These estimates are used to formulate operational strategy to
ensure business is able to capitalize on demand surge and also
be adequately prepared to mitigate demand downturn.

Risks arising out of planning, 

Company has a well defined and articulated organization
reporting or day-to-day structure. This enables clear and quick communication &
management process information flow.


Company has also worked on creation of adequate management
depth within functions to allow uninterrupted operations even in
case of non-availability of functional heads.

Market & Industry Supply Risk 

Develop regional vendor base through identification and due
Risk empanelment with Franchisee (Yum! Or Costa). This helps in de-
risking business from vendor concentration risk.


Judicious use to long-term contracts to lock-in favorable prices
and insulate business from transient pricing issues.


Strong inventory controls to allow real-time visibility of raw
material and help in better demand forecasting.

Human Capital Ensuring business has a 

Formation and implementation of proper recruitment policy for
talented pool of employees recruitment of personnel at various levels in the organization.


Employee Training at regular intervals to upgrade their skills.


Undertaking welfare activities for employees. Regular medical
check-up of the employees to avoid any cause, infection or
spread etc. of any communicable diseases.

IT Risk Ensuring our systems are 

Repair and upgradation of systems on a continuous basis by
scalable and operate reliably personnel who are trained in software and hardware.


Password protection at different levels to ensure data integrity.


Licensed software to be used in the systems. Ensure access
control/restrictions for regulated access to data on a need basis
with due authorization.

74 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

BUSINESS RESPONSIBILITY REPORT

Section A: General information about the Company
S.No. Particulars Details
1 Corporate Identity Number (CIN) of the Company L15135DL1991PLC046758
2 Name of the Company Devyani International Limited
3 Registered Address F-2/7 Okhla Industrial Area Phase-I New Delhi 110020
4 Website https://dil-rjcorp.com/
5 Email-Id [email protected]
6 Financial Year Reported April 1, 2021 to March 31, 2022
7 Sector(s) that the Company is engaged in (industrial Division 56– Food & Beverage Service Activities
activity code wise) Group 561– Restaurants & Mobile Food Services
Group 562– Event Catering & Other Food Service Activities
Group 563– Beverage Service Activities
8 List three key products / services that the Company Food, Beverages and Restaurant business
manufactures / provides (as in balance sheet)
9 Total number of locations where business activity
is undertaken by the Company
(i) Number of International Locations The Company operates following stores on International
(Provide Details of Major 5) Locations through its subsidiaries as on 31st March, 2022:
a. 28 stores in Nigeria;
b. 18 stores in Nepal
(ii) Number of National Locations The Company operates 892 stores in India as on 31st March,
2022.
10 Markets served by the Company – Local / State / The Company operates in India and in the international
National / International market through its subsidiaries.

Section B: Financial details of the Company

Paid Up Capital ` 1,20,47,36,378*

Total Turnover ` 18,532.72* Million

Total Profit after Taxes ` 1,533.83* Million

Total Spending on Corporate Social Responsibility Not Applicable

(CSR) as percentage of profit after tax (%)

List of activities in which expenditure in above Not Applicable

has been incurred

*As on 31st March, 2022

Annual Report 2021-22 75

Section C: Other details
S.No. Particulars Details
1 Does the Company have any Subsidiary Yes
Company/Companies?
2 Do the Subsidiary Company/Companies Devyani International Limited (DIL) is committed towards the
participate in the BR Initiatives of the parent BR initiatives across its organization and its subsidiary(ies)
company? If yes, then indicate the number of
such subsidiary company(s)
3 Do any other entity/entities (e.g. suppliers, The Company engages with all its key stakeholders (e.g.
distributors, etc.) that the Company does suppliers, community, investors, employees, etc.) and
business with participate in the BR initiatives of communicates its business responsibility policies to the
the Company? If yes, then indicate the percentage concerned stakeholders’ from time to time through website
of such entity/ entities? [Less than 30%, 30-60%, and meets, etc. Some of the key principles of business
More than 60%] responsibility that the Company stands for are even included,
to the extent possible, in the agreement signed with suppliers
/ vendors / service providers etc. The percentage of such
stakeholders is less than 30%.

Section D: Business Responsibility information

1. Details of Director/Directors responsible for BR
S.No. Particulars Details
1 Details of the Director/ Directors responsible DIN 01821240
for implementation of the BR policy/ policies Name Mr. Virag Joshi
(including ESG initiatives) Designation Whole Time Director &
Chief Executive Officer
2 Details of the BR head DIN 00319476
Name Mr. Manish Dawar
Designation Whole Time Director &
Chief Financial Officer
Telephone Number +91-124-4566300, 4786000
E-Mail Id [email protected]

2. Principles (as per NVGs) BR Policy/policies

The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business (NVGs) released
by the Ministry of Corporate Affairs has adopted nine principles of Business Responsibility. These briefly are as follows:

P1 P2 P3 P4 P5
Businesses should
Business should Businesses should Businesses should Businesses should
respect the interests
conduct and govern provide goods and promote the wellbeing of, and be responsive respect and promote
themselves with Ethics, services that are safe of all employees towards all stakeholders, human rights
Transparency and and contribute to especially those who
Accountability sustainability throughout are disadvantaged,
their life cycle vulnerable and
marginalized
P6 P7 P8 P9
Businesses should
Business should Businesses when Businesses should
support inclusive
respect, protect, and engaged in influencing engage with and provide
growth and equitable
make efforts to restore public and regulatory value to their customers
development
the environment policy, should do so in a and consumers in a
responsible manner responsible manner

76 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

3. Details of compliance (Reply in Y/N)

S.
Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
No.
1 Do you have a policy/ policies for... Y Y Y Y Y Y Y Y Y

2 Has the policy being formulated in Y Y Y Y Y Y Y Y Y

consultation with the relevant stakeholders?

3 Does the policy conform to any national / Y Y Y Y Y Y Y Y Y

international standards? If yes, specify? (50
words)

4 Has the policy being approved by the Board? Y Y Y Y Y Y Y Y Y

Is yes, has it been signed by MD/ owner/
CEO/ appropriate Board Director?

5 Does the company have a specified Y Y Y Y Y Y Y Y Y

committee of the Board/ Director/ Official to
oversee the implementation of the policy?

6 Indicate the link for the policy to be viewed All employee related policies are uploaded on the intranet portal
online? of the Company for communication and implementation. Other
policies are uploaded on the Company’s website https://dil-
rjcorp.com/.

7 Has the policy been formally communicated Y Y Y Y Y Y Y Y Y

to all relevant internal and external
stakeholders?

8 Does the company have in-house structure to Y Y Y Y Y Y Y Y Y

implement the policy/ policies.

9 Does the Company have a grievance redressal Y Y Y Y Y Y Y Y Y

mechanism to address stakeholders’
grievances related to the policy/ policies?

10 Has the company carried out independent N N N N N N N N N

audit/ evaluation of the working of this policy
by an internal or external agency?

4. Governance related to BR

Indicate the frequency with which the Board of

Directors, Committee of the Board or CEO to assess Annually
the BR performance of the Company. Within 3
months, 3-6 months, Annually, More than 1 year

Does the Company publish a BR or a Sustainability The Company got Listed on Stock Exchanges
Report? What is the hyperlink for viewing this (BSE & NSE) on 16th August, 2021. The Company
report? How frequently it is published? is publishing Business Responsibility Report for
the first time as a Listed Company.

Annual Report 2021-22 77

Section E: Principle-Wise Performance
Principle 1: Business should conduct and govern themselves with Ethics, Transparency and Accountability

S.No. Particulars Details

1 Does the policy relating to ethics, bribery and Yes

corruption cover only the company? Yes/ No.

2 Does it extend to the Group/Joint Ventures/ Yes

Suppliers/ Contractors/ NGOs / Others?

3 How many stakeholder complaints have been For details on investor complaints, refer to “Investor
received in the past financial year and what Grievances/ Complaints” section of Corporate Governance
percentage was satisfactorily resolved by the Report in the Annual Report.
management? If so, provide details thereof, in
about 50 words or so.

Principle 2: Businesses should provide goods and services DIL is proud of its steadfast commitment to diversity at
that are safe and contribute to sustainability throughout workplace. At present, close to 25% of our employees
their life cycle comprise of women employees. We aim to provide
better opportunities for our diversity hires, and towards
1. List up to 3 of your products or services whose design this end, we operate more than 20 women-only stores.
has incorporated social or environmental concerns, Some of our stores run and managed by differently
risks and/or opportunities. abled employees as well.

DIL is a multi-dimensional comprehensive quick
service restaurant (QSR) player in India and amongst 2. For each such product, provide the following details in
the largest operators of chain QSRs in India. We respect of resource use (energy, water, raw material
operate three global franchised brands – KFC, Pizza etc.) per unit of product (optional):
Hut & Costa Coffee, as well as our own brands focusing
on Indian cuisine. Across all our brands, we constantly (a) 
Reduction during sourcing/production/
strive to operate our businesses in a sustainable and distribution achieved since the previous year
people-centric manner. throughout the value chain?
Consumption of energy is closely monitored at
The processes that DIL follows meet the international our outlets and we are constantly working on
safety and quality standards. We endeavour to follow introducing more efficient equipment and on
the principles of sustainability across procurement optimising our processes to enhance efficiency.
of raw material, transportation of raw materials and As a result, our Electricity cost as a percentage of
at the time of food preparation in our restaurants. In Revenue in our KFC business has reduced to 3.1%
our customer-facing businesses, we have eliminated in FY22 from 3.8% in FY21.
single-use plastics across all stores (plastic bags,
cups/lids, straws) and are using only paper based (b) Reduction during usage by consumers (energy,
recyclable and sustainable materials. 100% of paper- water) has been achieved since the previous year?
based packaging is made of fibre from responsibly We are continuously working on introducing
managed forests and recycled sources. Costa Coffee safer and more energy efficient equipment in
procures coffee beans from 100% Rainforest certified our business. Where possible, we are moving to
farms in India and the quality of the green beans is PNG instead of LPG for the fryers. Further, we are
checked & is scrutinized by the Costa Global team. exploring moving towards more efficient electric
equipments and also exploring substituting the
power supply through Solar Panels.

78 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

3. 
Does the company have procedures in place for 5. Does the company have a mechanism to recycle products
sustainable sourcing (including transportation)? and waste? If yes what is the percentage of recycling of
products and waste (separately as <5%, 5-10%, >10%).
Also, provide details thereof, in about 50 words or so.

(a) If yes, what percentage of your inputs was sourced 

We have a strong focus on the 3R’s of Reduce, Recycle
sustainably? Also, provide details thereof, in about and Recover in our business. Towards this we have
50 words or so. already eliminated single-use plastic at the consumer
Costa Coffee procures coffee beans from 100% end in our outlets. We are also pre-dominantly using
Rainforest certified farms in India and the quality 100% recycled paper-based packaging where possible.
of the green beans is checked & is scrutinized by We are also moving towards ensuring that a greater
the Costa Global team. We are using paper-based share of our raw materials come from responsibly
packaging that is made of fibre from responsibly managed and sustainable sources. Further, we are
managed forests and recycled sources. We are actively looking at recycling opportunities in various
also working towards ensuring that antibiotic parts of the business. For e.g. we are exploring usage
presence in our food supply chain is minimized. of used cooking oil for bio-diesel production and are
working with NGOs for recycling Coffee waste.
4. Has the company taken any steps to procure goods
and services from local & small producers, including Principle 3: Businesses should promote the wellbeing of all
communities surrounding their place of work? employees
(a) If yes, what steps have been taken to improve
1. Please indicate the Total number of employees
their capacity and capability of local and small
vendors? Total No. of Permanent Employees:
The Company has tried to create new paths 12,074
and provide opportunities to the new startups (It Includes both full-time and part-time
and Micro, small and medium enterprises. The employees working in India).
Company also strive to provide opportunities in
2. Please indicate the Number of permanent employees
distressed areas and has devised unique models
with disabilities
for empowerment of people in such areas. In
this regard, the Company has developed large Number of permanent employees
regional base of vendors for procurement of with disabilities
goods and services from such areas. These sort 66
of interventions not only improve the efficiency
and enhance productivity but also contribute to 3. 
Please indicate the Number of permanent women
substantial employment creation in communities employees
surrounding the workplaces.
Total number of permanent Women
employees:
3,002

Annual Report 2021-22 79

4. Please indicate total number of employees hired on Company is currently in the process of creating a
temporary/ contractual/ casual Basis definition of disadvantaged, vulnerable & marginalised
The Company does not have any employees hired stakeholders. Post which the Company would start
on temporary/ contractual/ casual Basis as on identifying the same within the stakeholders it works /
31st March, 2022. interacts with.

5. Do you have an employee association that is recognised 3. Are there any special initiatives taken by the company
by management? to engage with the disadvantaged, vulnerable and
marginalized stakeholders. If so, provide details
There is no Employee association.
thereof, in about 50 words or so.
6. 
What percentage of your permanent employees are KFC’s India Sahyog program is designed to help local
members of this recognised employee association? and small food joints to revive their business as the
work to overcome the impact of Covid-19. KFC’s India
Not Applicable
Sahyog program is an exclusive and novel program
in a way that is encompasses Food Safety as well as
7. 
Please indicate the Number of complaints relating
business training for local restaurants. Designed to
to child labour, forced labour, involuntary labour,
enhance the capacity building capabilities of local
sexual harassment, discriminatory employment in the
restaurants, the program aims to improve the overall
last financial year and pending, as on the end of the
business model, boost sales and profitability as well
financial year
as enhance customer experience. DIL is executing the
Nil program in association with Food Safety and Standards
Authority of India (FSSAI) and National Restaurant
8. What percentage of your under mentioned employees Association of India (NRAI). This will allow small food
were given safety & skill upgradation training in the business owners to participate in the growth of the
last year? (a) Permanent Employees (b) Permanent food industry in India. KFC’s India Sahyog will support
Women Employees (c) Casual/Temporary/Contractual 500 restaurants in strengthening their businesses over
Employees (d) Employees with Disabilities. the next two years. The Program includes:
Every team member is continuously trained on the skill ● complimentary Advanced Catering training.
set required for the job through on the job training.
Training is conducted based on Behavioural, Functional, ● Sanitization Kit to each restaurant
Leadership needs identified by the Company through ● Business Module Training by KFC experts will
the performance management system, one-on-one cover  Profitability, Customer experience and
discussions, Individual Development Plans for key Business enhancement with a special focus on
resources of the organisation and organisational delivery
mandates. Safety is a key part of the induction
programme and station observation checklist (a Principle 5: Businesses should respect and promote human
training and promotion tool for team members). Safety rights
and Skill upgradation trainings is made available to
100% staff at restaurant level. 1. 
Does the policy of the company on human rights
cover only the company or extend to the Group/Joint
Principle 4: Businesses should respect the interests of, and Ventures/ Suppliers/Contractors/NGOs/Others?
be responsive towards all stakeholders, especially those The principles of Human Rights are ensured through
who are disadvantaged, vulnerable and marginalized policies on Code of Conduct and Employee policies
protecting the rights and interest of the employees.
1. 
Has the company mapped its internal and external Some of the key principles of business responsibility
stakeholders? Yes/No that the Company stands for are even included, to the

Yes. Details of Shareholders/Investors, Banks, extent possible, in the agreement signed with suppliers
Employees and Business Partners are available with / vendors / service providers etc.
the Company.
2. How many stakeholder complaints have been received
2. 
Out of the above, has the Company identified in the past financial year and what percent was
the disadvantaged, vulnerable and marginalized satisfactorily resolved by the management?
stakeholders. No complaint related to Human Rights is pending as
Except of the identifying and maintaining a list of on 31st March, 2022. We have a robust mechanism to
MSME vendors, which is required statutorily, the receive and resolve employee grievances / concerns.

80 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Principle 6: Business should respect, protect, and make 6. Are the Emissions/Waste generated by the company
efforts to restore the environment. within the permissible limits given by CPCB/SPCB for
the financial year being reported?
1. Does the policy related to Principle 6 cover only the 
Yes, the emissions and waste generated by the
company or extends to the Group/Joint Ventures/ Company are within the permissible limits as per
Suppliers/Contractors/NGOs/others. CPCB/SPCB.
DIL’s restaurants and business operations follow a
7. Number of show cause/ legal notices received from
stringent and well-defined framework that aims to
CPCB/SPCB which are pending (i.e. not resolved to
minimize the environmental impact, improve food
satisfaction) as on end of Financial Year
safety & hygiene protocols, and encourage people &
Nil
community development. The Company promotes
and shall continue to promote usage of sustainable Principle 7: Businesses when engaged in influencing
practices at its restaurants and stores. In order to public and regulatory policy, should do so in a responsible
pursue the “People First” approach, DIL aims to create manner
a healthy and safe environment for all its employees,
business partners and community. 1. Is your company a member of any trade and chamber
or association? If Yes, Name only those major ones
2. 
Does the company have strategies/ initiatives to that your business deals with.
address global environmental issues such as climate Yes, the Company is a member of the National
change, global warming, etc? Y/N. If yes, please give Restaurant Association of India.
hyperlink for webpage etc.
DIL has explored eco-friendly materials and green 2. 
Have you advocated/lobbied through above
designs to reduce the use of single-use packaging associations for the advancement or improvement of
and have already eliminated single-use plastic at the public good? Yes/No; if yes specify the broad areas
consumer end in our outlets. We are also pre-dominantly (drop box: Governance and Administration, Economic
using 100% recycled paper-based packaging where Reforms, Inclusive Development Policies, Energy
security, Water, Food Security, Sustainable Business
possible. We are currently in the process of putting in
Principles, Others)
place effective water conservation practices across
its stores. The Company shall endeavour to take the KFC’s India Sahyog program which is designed to help
initiative of using renewable energy sources across local and small food joints was executed in association
with Food Safety and Standards Authority of India
its restaurants and stores. For hyperlink, please refer
(FSSAI) and National Restaurant Association of India
Section A of BRR.
(NRAI).
3. 
Does the company identify and assess potential
Principle 8: Businesses should support inclusive growth and
environmental risks? Y/N
equitable development
The Company intends to create a positive impact on
the environment through its business operations. 1. 
Does the company have specified programmes/
This is reflected from the initiatives incorporated by initiatives/projects in pursuit of the policy related to
the Company on sustainable environment practices Principle 8? If yes details thereof.
across the value chain. The Company has undertaken DIL, under the KFC Kshamata program, aims to bridge
stakeholder engagement and materiality exercises to the gender and ability imbalance gap and increase
assess potential environmental risks. the women workforce at their restaurants. Taking
forward the objective of nurturing potential with its
4. Does the company have any project related to Clean KFC Kshamata programme, the brand will facilitate
Development Mechanism? If so, provide details tournaments, build visibility and explore growth
thereof, in about 50 words or so. Also, if Yes, whether opportunities for speech & hearing-impaired cricketers,
any environmental compliance report is filed? along with the Indian Deaf Cricket Association.
The Company has not registered any project related to
DIL is focused on diversity in business operations, with
the Clean Development Mechanism.
women and differently abled employees comprising
close to 25% of our employee strength. We are also
5. Has the company undertaken any other initiatives on –
operating women-only stores across core brands. As
clean technology, energy efficiency, renewable energy, on March 31, 2022, DIL operates more than 20 women-
etc. Y/N. If yes, please give hyperlink for web page etc. only stores and 13 stores operated by differently abled
No employees.

Annual Report 2021-22 81

2. Are the programmes/projects undertaken through in- Apart from above as at March 31, 2022, there were
house team/own foundation/external NGO/government no customer complaints received by the Company at
structures/any other organization? various platforms has been unresolved

All the community development initiatives were
undertaken by in-house teams and often with the help 2. Does the company display product information on the
of external agencies/ organizations. product label, over and above what is mandated as per
local laws?
3. 
Have you done any impact assessment of your The Company adheres to all the applicable rules and
initiative? regulations regarding product manufacture/ storage/
Yes. Informal feedback is being taken and frequent distribution and labelling information (under Food
visits were carried out to establish impact of the Safety and Standards, and Legal Metrology) for all its
initiatives and to re-establish that such initiatives are Food products.
worth and effective.
3. Is there any case filed by any stakeholder against the
4. 
What is your company’s direct contribution to company regarding unfair trade practices, irresponsible
community development projects- Amount in INR and advertising and/or anti-competitive behaviour during
the details of the projects undertaken. the last five years and pending as on end of financial
year. If so, provide details thereof, in about 50 words
DIL under the KFC Care program during the Covid-19
or so.
pandemic provided more than 3 million meals to
migrant workers and displaced families; helped No
strengthen medical infrastructure for 50 hospitals
with medical supplies & essentials and administered 4. 
Did your company carry out any consumer survey/
Covid-19 relief to 15,000 individuals with food relief consumer satisfaction trends?
and home care kits. Supported by the Yum! Foundation The Company engages with its customers through
in our endeavour. multiple means in order to garner feedback and gauge
their satisfaction. The Company carries out consumer
5. Have you taken steps to ensure that this community surveys through Global Customer experience
development initiative is successfully adopted by the management company called SMG and also through
community? Please explain in 50 words, or so. an SMS is triggered to a sample % of customer placing
Yes. The Company ensures the community development an order.
initiative through internal tracking mechanisms and
field visits. Informal feedbacks are also obtained from To understand consumer satisfaction trends, feedback
the community on such initiatives. is also sought from consumers through social media
or email. By reviewing the feedback provided and
Principle 9: Businesses should engage with and provide sharing the response, the Company gauges the level of
value to their customers and consumers in a responsible consumer satisfaction and derive trends.
manner

1. 
What percentage of customer complaints/consumer
cases are pending as on the end of financial year?

S.No. Particulars Count For and on behalf of the Board of Directors

1 Number of Consumer Notices 3 For Devyani International Limited
received during FY 2021-22

2 Number of pending Consumer 17 Place: Gurugram Ravi Jaipuria

Complaints in courts as on Date: May 2, 2022 Chairman
March 31, 2022 DIN: 00003668

82 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Independent Auditor’s Report

To the Members of Devyani International Limited Basis for Opinion
3. 
We conducted our audit in accordance with the
Report on the Audit of the Consolidated
Financial Statements Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
Opinion
are further described in the Auditor’s Responsibilities
1. 
We have audited the accompanying consolidated
for the Audit of the Consolidated Financial Statements
financial statements of Devyani International Limited
section of our report. We are independent of the Group
(‘the Holding Company’) and its subsidiaries (the
Holding Company and its subsidiaries together and its subsidiaries in accordance with the Code of
referred to as ‘the Group’), as listed in Annexure 1, Ethics issued by the Institute of Chartered Accountants
which comprise the Consolidated Balance Sheet of India (‘ICAI’) together with the ethical requirements
as at 31 March 2022, the Consolidated Statement that are relevant to our audit of the consolidated
of Profit and Loss (including Other Comprehensive financial statements under the provisions of the Act
Income), the Consolidated Cash Flow Statement and and the rules thereunder, and we have fulfilled our
the Consolidated Statement of Changes in Equity for other ethical responsibilities in accordance with these
the year then ended, and a summary of the significant requirements and the Code of Ethics. We believe that
accounting policies and other explanatory information. the audit evidence we have obtained together with the
audit evidence obtained by the other auditors in terms
2. In our opinion and to the best of our information and
of their reports referred to in paragraph 15 of the Other
according to the explanations given to us and based on
the consideration of the reports of the Joint auditors, Matters section below, is sufficient and appropriate to
APAS & Co LLP and other auditors on separate provide a basis for our opinion.
financial statements of the subsidiaries, the aforesaid
consolidated financial statements give the information Key Audit Matters
required by the Companies Act, 2013 (‘the Act’) in the 4. 
Key audit matters are those matters that, in our
manner so required and give a true and fair view in professional judgment based on the consideration of
conformity with the Indian Accounting Standards (‘Ind the reports of the APAS & Co LLP and other auditors on
AS’) specified under section 133 of the Act, read with the
separate financial statements of the subsidiaries, were
Companies (Indian Accounting Standards) Rules, 2015,
of most significance in our audit of the consolidated
and other accounting principles generally accepted in
India of the consolidated state of affairs of the Group, financial statements of the current period. These
as at 31 March 2022, and their consolidated profit matters were addressed in the context of our audit of
(including other comprehensive income), consolidated the consolidated financial statements as a whole, and
cash flows and the consolidated changes in equity for in forming our opinion thereon, and we do not provide a
the year ended on that date. separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters How our audit addressed the key audit matter
Recognition of deferred tax assets Our audit procedures in relation to the recognition of deferred
tax assets included, but were not limited to, the following:
As detailed in note 33 to the accompanying consolidated
financial statements, the Group has unused tax benefits a) 
Evaluated the design and tested the operating
(including losses and depreciation) amounting to effectiveness of key controls implemented by the Group
` 1,748.01 million (approx.) as at 31 March 2022 which over recognition of deferred tax assets based on the
are available for set off against the future taxable assessment of Group’s ability to generate sufficient
income of the Group. taxable profits in foreseeable future allowing the use
of deferred tax assets within the time prescribed by
income tax laws in accordance with the requirements
of Ind AS 12, ‘Income Taxes’.

Annual Report 2021-22 83

 Key audit matters How our audit addressed the key audit matter
Deferred tax assets are recognised to the extent that it b) Reconciled the future taxable profit projections to future
is probable that taxable profit will be available against business plans of the Group as approved by the Board
which the deductible temporary differences and the of Directors.
carried forward unabsorbed depreciation and business
c) Tested the assumptions used in the aforesaid future
losses can be utilized.
projections relating to the forecasts of future taxable
The Group’s ability to recover the deferred tax assets profits and evaluated the reasonableness of the
is assessed by the management at the end of each assumptions, including future growth rate underlying
reporting period, taking into account forecasts of future the preparation of these forecasts based on actual
taxable profits that Group expects to earn within the historical results, other relevant existing conditions,
period by which the brought forward losses can be external data and market conditions.
adjusted against such taxable profits as governed by
d) Tested the mathematical accuracy of the projections
the Income-tax Act, 1961, and expected future reversals
including sensitivity analysis performed by
of other existing taxable temporary differences.
management.
The determination of business projections underlying
e) Performed independent sensitivity analysis to test
aforesaid taxable profit forecasts involve use of
the impact of possible variations in key assumptions
assumptions and estimates are judgmental, subjective
mentioned above to determine inputs that involved high
and depend on future market and economic conditions
estimation uncertainty of future projections.
and materialization of the Group’s expansion plans.
Any change in these assumptions could have a material f) Evaluated management’s assessment of time period
impact on the carrying value of deferred tax assets. available for adjustment of such deferred tax assets
as per provisions of the Income-tax Act, 1961 and
Owing to the materiality of the balances, complexities
appropriateness of the accounting treatment with
and judgements involved as described above, we
respect to the recognition of deferred tax assets as per
have identified the recoverability of deferred tax
requirements of Ind AS 12, Income taxes.
assets recognized on brought forward tax losses and
unabsorbed depreciation and other timing difference as g)  Evaluated the appropriateness and adequacy of the
a key audit matter for the current year audit. disclosures made in the financial statements in respect
of deferred tax assets in accordance with applicable
Impairment assessment of goodwill and non-
accounting standards.
financial assets
Refer note 2.2 (f) of Summary of significant accounting Our audit procedures for impairment assessment of goodwill
policies and other explanatory information and note 30 and non-current assets included but were not limited to the
of the consolidated financial statements of the Group following:
for the year ended 31 March 2022. a) Obtained an understanding of impairment testing of
As at 31 March 2022, the Group is carrying Goodwill goodwill and non-current assets process, evaluated
amounting to ` 644.45 million and non-current assets the design, implementation and tested the operative
aggregating to ` 16,910.97 million in its consolidated effectiveness of key internal financial controls relating to
financial statements. identification of indicators of impairment, identification
of CGUs and the recoverable amounts of CGUs;
In accordance with the requirements of Ind AS 36
Impairment of Assets, the Group performs an annual b)  Evaluated appropriateness of identification of CGUs
impairment assessment of goodwill associated with basis our understanding of the business and the
the cash generating units (CGUs) identified in the model used in determining the value-in-use of the
Group, and of other non-current assets of CGUs where CGUs involving auditor’s valuation experts including
impairment indicators have been identified, in order to assessment of valuation assumptions such as discount
determine whether the recoverable value is below the rates;
carrying amount as at 31 March 2022. c) Analyzed the performance of the CGUs and evaluated
the reasonableness of the assumptions used in
computation of business projections and value-in-use
as at 31  March  2022 basis our understanding of the
business including current and expected market and
economic conditions, and traced such projections to
approved business plans;

84 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Key audit matters How our audit addressed the key audit matter
The management has determined that each store d) Performed sensitivity analysis in respect of the key
constitutes a separate CGU which is tested for assumptions used including revenue growth rates
impairment as above. For the purpose, the Group and discount rate to verify appropriateness of such
determines recoverable value of CGUs using assumptions;
Discounted Cash Flow Model (DCF Model) which require
e) Tested the arithmetical accuracy of the computation of
determination of certain assumptions and estimates of
recoverable amounts of cash generating units; and
future trading performance, operating margins, future
growth rates and discount rates. f) 
Assessed the appropriateness of the disclosures
included in note 30 in respect of impairment of non-
The assessment of the recoverable amount requires
current assets including goodwill.
significant judgment relating to estimates of cash
flow projections, growth rates and discount rates.
Consequent to such impairment assessment the Group
has recorded an impairment charge of ` NIL million
against Goodwill and ` 35.28 million against non-
current assets.
Due to the significant level of judgments and subjectivity
involved in determining recoverable amount and their
significance to the Group’s financial position, we have
identified this as a key audit matter in the current year
audit.

Information other than the Consolidated Financial Responsibilities of Management and Those Charged
Statements and Auditor’s Report thereon with Governance for the Consolidated Financial
6. 
The Holding Company’s Board of Directors are Statements
responsible for the other information. The other 7. The accompanying consolidated financial statements
information comprises the information included in the have been approved by the Holding Company’s
Annual Report, but does not include the consolidated Board of Directors. The Holding Company’s Board
financial statements and our auditor’s report thereon. of Directors are responsible for the matters stated
The Annual Report is expected to be made available to in section 134(5) of the Act with respect to the
us after the date of this auditor’s report. preparation and presentation of these consolidated
financial statements that give a true and fair view of the
Our opinion on the consolidated financial statements consolidated financial position, consolidated financial
does not cover the other information and we do not performance including other comprehensive income,
express any form of assurance conclusion thereon. consolidated changes in equity and consolidated
cash flows of the Group in accordance with the Ind AS
In connection with our audit of the consolidated specified under section 133 of the Act read with the
financial statements, our responsibility is to read the Companies (Indian Accounting Standards) Rules, 2015,
other information identified above when it becomes and other accounting principles generally accepted
available and, in doing so, consider whether the in India. The Holding Company’s Board of Directors
other information is materially inconsistent with the are also responsible for ensuring accuracy of records
consolidated financial statements or our knowledge including financial information considered necessary
obtained in the audit or otherwise appears to be for the preparation of consolidated Ind AS financial
materially misstated. statements. Further, in terms of the provisions of the
Act the respective Board of Directors of the companies
When we read the Annual Report, if we conclude included in the Group, covered under the Act are
that there is a material misstatement therein, we are responsible for maintenance of adequate accounting
required to communicate the matter to those charged records in accordance with the provisions of the
with governance. Act for safeguarding the assets of the Group and for

Annual Report 2021-22 85

 preventing and detecting frauds and other irregularities; and appropriate to provide a basis for our opinion.
selection and application of appropriate accounting The risk of not detecting a material misstatement
policies; making judgments and estimates that are resulting from fraud is higher than for one resulting
reasonable and prudent; and design, implementation from error, as fraud may involve collusion, forgery,
and maintenance of adequate internal financial intentional omissions, misrepresentations, or the
controls, that were operating effectively for ensuring override of internal control;
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of • Obtain an understanding of internal control relevant
the financial statements that give a true and fair view to the audit in order to design audit procedures
and are free from material misstatement, whether due that are appropriate in the circumstances. Under
to fraud or error. These financial statements have been section 143(3)(i) of the Act we are also responsible
used for the purpose of preparation of the consolidated for expressing our opinion on whether the Holding
financial statements by the Board of Directors of the Company has adequate internal financial controls
Holding Company, as aforesaid. system with reference to financial statements
in place and the operating effectiveness of such
8. In preparing the consolidated financial statements, the controls;
respective Board of Directors of the companies included
in the Group are responsible for assessing the ability of • 
Evaluate the appropriateness of accounting
the Group to continue as a going concern, disclosing, policies used and the reasonableness of
as applicable, matters related to going concern and accounting estimates and related disclosures
using the going concern basis of accounting unless the made by management;
Board of Directors either intend to liquidate the Group
or to cease operations, or has no realistic alternative • Conclude on the appropriateness of management’s
but to do so. use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a
9. Those respective Board of Directors are also responsible material uncertainty exists related to events or
for overseeing the financial reporting process of the conditions that may cast significant doubt on the
companies included in the Group. ability of the Group to continue as a going concern.
If we conclude that a material uncertainty exists,
Auditor’s Responsibilities for the Audit of the we are required to draw attention in our auditor’s
Consolidated Financial Statements report to the related disclosures in the financial
10. 
Our objectives are to obtain reasonable assurance statements or, if such disclosures are inadequate,
about whether the consolidated financial statements as to modify our opinion. Our conclusions are based
a whole are free from material misstatement, whether on the audit evidence obtained up to the date
due to fraud or error, and to issue an auditor’s report of our auditor’s report. However, future events
that includes our opinion. Reasonable assurance is or conditions may cause the Group to cease to
a high level of assurance but is not a guarantee that continue as a going concern;
an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement • Evaluate the overall presentation, structure and
when it exists. Misstatements can arise from fraud or content of the financial statements, including the
error and are considered material if, individually or in disclosures, and whether the financial statements
the aggregate, they could reasonably be expected to represent the underlying transactions and events
influence the economic decisions of users taken on the in a manner that achieves fair presentation; and
basis of these consolidated financial statements.
• 
Obtain sufficient appropriate audit evidence
11. As part of an audit in accordance with Standards on regarding the financial statements of the entities
Auditing specified under section 143(10) of the Act or business activities within the Group to
we exercise professional judgment and maintain express an opinion on the consolidated financial
professional skepticism throughout the audit. We also: statements. We are responsible for the direction,
supervision and performance of the audit of
• 
Identify and assess the risks of material financial statements of such entities included
misstatement of the consolidated financial in the financial statements, of which we are
statements, whether due to fraud or error, design the independent auditors. For the other entities
and perform audit procedures responsive to those included in the financial statements, which have
risks, and obtain audit evidence that is sufficient been audited by the APAS & Co LLP and other

86 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

auditors, such other auditors remain responsible Further, of these five subsidiaries, three subsidiaries
for the direction, supervision and performance of are located outside India whose financial statements
the audits carried out by them. We remain solely and other financial information have been prepared
responsible for our audit opinion. in accordance with accounting principles generally
accepted in their respective countries and which have
12. We communicate with those charged with governance been audited by other auditors under generally accepted
regarding, among other matters, the planned scope auditing standards applicable in their respective
and timing of the audit and significant audit findings, countries. The Holding Company’s management has
including any significant deficiencies in internal control
converted the financial statements of such subsidiaries
that we identify during our audit.
located outside India from accounting principles
generally accepted in their respective countries to
13. We also provide those charged with governance with
accounting principles generally accepted in India. APAS
a statement that we have complied with relevant
& Co LLP have audited these conversion adjustments
ethical requirements regarding independence, and to
communicate with them all relationships and other made by the Holding Company’s management. Our
matters that may reasonably be thought to bear on opinion on the consolidated financial statements, in
our independence, and where applicable, related so far as it relates to the balances and affairs of such
safeguards. subsidiaries located outside India, is based on the
report of other auditors and the conversion adjustments
14. From the matters communicated with those charged prepared by the management of the Holding Company
with governance, we determine those matters that and audited by APAS & Co LLP.
were of most significance in the audit of the financial
statements of the current period and are therefore the 
Our opinion above on the consolidated financial
key audit matters. We describe these matters in our statements, and our report on other legal and regulatory
auditor’s report unless law or regulation precludes requirements below, are not modified in respect of the
public disclosure about the matter or when, in extremely above matters with respect to our reliance on the work
rare circumstances, we determine that a matter should done by and the reports of the APAS & Co LLP and other
not be communicated in our report because the auditors.
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of Report on Other Legal and Regulatory Requirements
such communication.
16. A
 s required by section 197(16) of the Act based on
Other Matter our audit and on the consideration of the reports of
the APAS & Co LLP and other auditors referred to in
15. 
We did not audit the financial statements of five
subsidiaries, whose financial statements reflects paragraph 15, on separate financial statements of
total assets of ` 4,130.86 million and net assets of the subsidiaries, we report that the remuneration paid
` (1,039.72) million as at 31 March 2022, total revenues to its whole-time director of the Holding Company
of ` 2,512.05 million and net cash inflows amounting for the year ended 31 March 2022 is in excess of the
to ` 56.71 million for the year ended on that date, as limits laid down under Section 197 of the Act read with
considered in the consolidated financial statements. Schedule V of the Act and consequently exceeded the
Out of above, financial statements of two subsidiaries,
overall limit of remuneration payable by the Holding
whose financial statements reflect total assets of
Company to its directors. As explained in note 55 to
` 969.59 million and net assets of ` (554.33) million as
at 31 March 2022, total revenues of ` 570.61 million the accompanying consolidated financial statements,
and net cash inflows amounting to ` 4.77 million the Holding Company is in the process of seeking an
for the year ended on that date, as considered in the approval from the shareholders by way of a special
consolidated financial statements have been audited resolution in the ensuing Annual General Meeting,
by APAS & Co LLP. These financial statements of five whereas, two subsidiary companies covered under
subsidiaries have been audited by APAS & Co LLP and the Act paid remuneration to their respective directors
other auditors whose reports have been furnished during the year in accordance with the provisions
to us by the management and our opinion on the
of and limits laid down under section 197 read with
consolidated financial statements, in so far as it relates
Schedule V to the Act. Further, we report that the
to the amounts and disclosures included in respect
of these subsidiaries and our report in terms of sub- provisions of section 197 read with Schedule V to
section (3) of section 143 of the Act in so far as it the Act are not applicable to 3 subsidiary companies
relates to the aforesaid subsidiaries, are based solely since none of such companies is a public company as
on the reports of the APAS & Co LLP and other auditors. defined under section 2(71) of the Act.

Annual Report 2021-22 87

17. As required by clause (xxi) of paragraph 3 of Companies g) With respect to the other matters to be included in
(Auditor’s Report) Order, 2020 (‘the Order’) issued by the the Auditor’s Report in accordance with rule 11 of
Central Government of India in terms of section 143(11) the Companies (Audit and Auditors) Rules, 2014
of the Act based on the consideration of the Order (as amended), in our opinion and to the best of
reports issued by us and of two subsidiary companies our information and according to the explanations
by APAS & Co LLP, as mentioned in paragraph 15 above, given to us and based on the consideration of the
of companies included in the consolidated financial report of the other auditors on separate financial
statements and covered under the Act we report that statements as also the other financial information
there are no qualifications or adverse remarks reported of the subsidiaries:
in the respective Order reports of such companies. As
required by section 143(3) of the Act, based on our audit i. 
The consolidated financial statements
and on the consideration of the reports of the other disclose the impact of pending litigations
auditors on separate financial statements and other on the consolidated financial position of
financial information of the subsidiaries incorporated the Group as detailed in Note 39 to the
in India whose financial statements have been audited consolidated financial statements;
under the Act, we report, to the extent applicable, that:
ii. 
The Holding Company and its subsidiary
a) We have sought and obtained all the information
companies did not have any long-term
and explanations which to the best of our
contracts including derivative contracts for
knowledge and belief were necessary for the
which there were any material foreseeable
purpose of our audit of the aforesaid consolidated
losses as at 31 March 2022;
financial statements;
b) In our opinion, proper books of account as required iii. there were no amounts which were required
by law relating to preparation of the aforesaid to be transferred to the Investor Education
consolidated financial statements have been kept and Protection Fund by the Holding Company,
so far as it appears from our examination of those and its subsidiary companies covered under
books and the reports of the APAS & Co LLP and the Act, during the year ended 31 March
other auditors; 2022;

c) The consolidated financial statements dealt with

iv.
by this report are in agreement with the relevant
books of account maintained for the purpose a. 
The respective managements of the
of preparation of the consolidated financial Holding Company and its subsidiary
statements; companies, incorporated in India
d) In our opinion, the aforesaid consolidated financial whose financial statements have been
statements comply with Ind AS specified under audited under the Act have represented
section 133 of the Act read with the Companies to us and APAS & Co LLP - auditors of
(Indian Accounting Standards) Rules, 2015; such subsidiaries, respectively that,
to the best of their knowledge and
e) On the basis of the written representations received
belief , as disclosed in note 54(c) to the
from the directors of the Holding Company, and
consolidated financial statements, no
taken on record by the Board of Directors of the
funds have been advanced or loaned or
Holding Company, and the reports of the statutory
invested (either from borrowed funds
auditors of its subsidiary companies, covered
or securities premium or any other
under the Act, none of the directors of the Group
sources or kind of funds) by the Holding
companies, are disqualified as on 31 March 2022
Company or its subsidiary companies,
from being appointed as a director in terms of
to or in any persons or entities, including
section 164(2) of the Act;
foreign entities (‘the intermediaries’),
f) 
With respect to the adequacy of the internal with the understanding, whether
financial controls with reference to financial recorded in writing or otherwise, that
statements of the Holding Company, and its the intermediary shall, whether, directly
subsidiary companies covered under the Act, and or indirectly lend or invest in other
the operating effectiveness of such controls, refer persons or entities identified in any
to our separate report in ‘Annexure A’ wherein we manner whatsoever by or on behalf
have expressed an unmodified opinion; and of the Holding Company, or any such

88 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

subsidiary companies (‘the Ultimate indirectly, lend or invest in other persons

Beneficiaries’) or provide any guarantee, or entities identified in any manner
security or the like on behalf the Ultimate whatsoever by or on behalf of the
Beneficiaries; Funding Party (‘Ultimate Beneficiaries’)
or provide any guarantee, security
b. 
The respective managements of the or the like on behalf of the Ultimate
Holding Company and its subsidiary Beneficiaries; and
companies, incorporated in India whose
financial statements have been audited c. 
Based on such audit procedures
under the Act have represented to us performed, as considered reasonable
and APAS & Co LLP - auditors of such and appropriate in the circumstances,
subsidiaries respectively that, to the nothing has come to our attention
best of their knowledge and belief, that causes us to believe that the
as disclosed in the note 54(d) to the management representations under
accompanying consolidated financial sub-clauses (a) and (b) above contain
statements, no funds have been any material misstatement.
received by the Holding Company or its
subsidiary companies, including foreign v. 
The Holding Company and its subsidiary
entities (‘the Funding Parties’), with the companies incorporated in India whose
understanding, whether recorded in financial statements have been audited
writing or otherwise, that the Holding under the Act, have not declared or paid
Company, or any such subsidiary any dividend during the year ended
companies, shall, whether directly or 31 March 2022.

For Walker Chandiok & Co LLP For APAS & Co LLP

Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria

Partner Partner
Membership No.: 507568 Membership No.: 520078
UDIN: 22507568AIGHTI1967 UDIN: 22520078AIGPEI4525

Place: Gurugram Place: Gurugram

Date: 2 May 2022 Date: 2 May 2022

Annexure I

List of entities included in the consolidated financial statements

Name of the Holding Company

1) Devyani International Limited, Holding Company

Name of subsidiaries
2) Devyani Food Street Private Limited
3) Devyani International (Nepal) Private Limited
4) Devyani Airport Services (Mumbai) Private Limited
5) RV Enterprizes Pte. Limited
6) Devyani International (Nigeria) Limited (subsidiary of RV Enterprizes Pte. Limited)

Annual Report 2021-22 89

Annexure A
on Auditing issued by the ICAI prescribed under Section
Independent Auditor’s Report on the internal 143(10) of the Act, to the extent applicable to an audit
financial controls with reference to consolidated of internal financial controls with reference to financial
financial statements of Devyani International statements, and the Guidance Note issued by the ICAI.
Limited under Clause (i) of Sub-section 3 of Those Standards and the Guidance Note require that
Section 143 of the Companies Act, 2013 (‘the we comply with ethical requirements and plan and
Act’) perform the audit to obtain reasonable assurance
1. 
In conjunction with our audit of the consolidated about whether adequate internal financial controls with
financial statements of Devyani International Limited reference to financial statements were established and
(‘the Holding Company’) and its subsidiaries (the maintained and if such controls operated effectively in
Holding Company and its subsidiaries together all material respects.
referred to as ‘the Group’), as at and for the year ended
31 March 2022, we have audited the internal financial 4. 
Our audit involves performing procedures to obtain
controls with reference to financial statements of the audit evidence about the adequacy of the internal
Holding Company and its subsidiary companies, which financial controls with reference to financial statements
are companies covered under the Act, as at that date. and their operating effectiveness. Our audit of internal
financial controls with reference to financial statements
Responsibilities of Management and Those includes obtaining an understanding of such internal
Charged with Governance for Internal Financial financial controls, assessing the risk that a material
Controls weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based
2. 
The respective Board of Directors of the Holding
on the assessed risk. The procedures selected depend
Company and its subsidiary companies, which are
on the auditor’s judgement, including the assessment
companies covered under the Act, are responsible
of the risks of material misstatement of the financial
for establishing and maintaining internal financial
statements, whether due to fraud or error.
controls based on the internal financial controls with
reference to financial statements criteria established 5. We believe that the audit evidence we have obtained
by the Company considering the essential components and the audit evidence obtained by the joint auditor,
of internal control stated in Guidance Note on Internal APAS & Co LLP in terms of their reports referred to in
Financial Controls over Financial Reporting (“the the Other Matters paragraph below is sufficient and
Guidance Note”) issued by the Institute of Chartered appropriate to provide a basis for our audit opinion on
Accountants of India (“the ICAI). These responsibilities the internal financial controls with reference to financial
include the design, implementation and maintenance statements of the Holding Company and its subsidiary
of adequate internal financial controls that were companies as aforesaid.
operating effectively for ensuring the orderly and
efficient conduct of the Company’s business, including Meaning of Internal Financial Controls with
adherence to the Company’s policies, the safeguarding Reference to Financial Statements
of its assets, the prevention and detection of frauds 6. A company’s internal financial controls with reference
and errors, the accuracy and completeness of the to financial statements is a process designed to
accounting records, and the timely preparation of provide reasonable assurance regarding the reliability
reliable financial information, as required under the Act. of financial reporting and the preparation of financial
statements for external purposes in accordance with
Auditor’s Responsibility for the Audit of the generally accepted accounting principles. A company’s
Internal Financial Controls with Reference to internal financial controls with reference to financial
Financial Statements statements include those policies and procedures
3. 
Our responsibility is to express an opinion on the that (1) pertain to the maintenance of records that,
internal financial controls with reference to financial in reasonable detail, accurately and fairly reflect the
statements of the Holding Company and its subsidiary transactions and dispositions of the assets of the
companies, as aforesaid, based on our audit. We company; (2) provide reasonable assurance that
conducted our audit in accordance with the Standards transactions are recorded as necessary to permit

90 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

preparation of financial statements in accordance controls with reference to financial statements and
with generally accepted accounting principles, and such controls were operating effectively as at 31 March
that receipts and expenditures of the company are 2022, based on the internal financial controls with
being made only in accordance with authorisations of reference to financial statements criteria established
management and directors of the company; and (3) by the Company considering the essential components
provide reasonable assurance regarding prevention or of internal control stated in the Guidance Note issued
timely detection of unauthorised acquisition, use, or by the ICAI .
disposition of the company’s assets that could have a
material effect on the financial statements. Other Matter
9. We did not jointly audit the internal financial controls
Inherent Limitations of Internal Financial with reference to financial statements insofar as
Controls with Reference to Financial Statements it relates to two subsidiary companies, which are
7. Because of the inherent limitations of internal financial companies covered under the Act, whose financial
controls with reference to financial statements, including statements reflect total assets of ` 969.59 million and
the possibility of collusion or improper management net assets of ` (554.33) million as at 31 March 2022,
override of controls, material misstatements due to total revenues of ` 570.61 million and net cash inflows
error or fraud may occur and not be detected. Also, amounting to ` 4.77 million for the year ended on
projections of any evaluation of the internal financial that date, as considered in the consolidated financial
controls with reference to financial statements to future statements. The internal financial controls with
periods are subject to the risk that the internal financial reference to financial statements in so far as it relates
controls with reference to financial statements may to such subsidiary companies have been audited by
become inadequate because of changes in conditions, APAS & Co LLP whose reports have been furnished to
or that the degree of compliance with the policies or us by the management and our report on the adequacy
procedures may deteriorate. and operating effectiveness of the internal financial
controls with reference to financial statements for the
Opinion Holding Company and its subsidiary companies, as
8. In our opinion and based on the consideration of the aforesaid, under Section 143(3)(i) of the Act in so far as
reports of APAS & Co LLP on internal financial controls it relates to such subsidiary companies is based solely
with reference to financial statements of the subsidiary on the reports of the APAS & Co LLP. Our opinion is not
companies, the Holding Company and its subsidiary modified in respect of this matter with respect to our
companies, which are companies covered under the Act, reliance on the work done by and on the reports of the
have in all material respects, adequate internal financial APAS & Co LLP.

For Walker Chandiok & Co LLP For APAS & Co LLP

Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria

Partner Partner
Membership No.: 507568 Membership No.: 520078
UDIN: 22507568AIGHTI1967 UDIN: 22520078AIGPEI4525

Place: Gurugram Place: Gurugram

Date: 2 May 2022 Date: 2 May 2022

Annual Report 2021-22 91

Consolidated Balance Sheet
as at 31 March 2022
(` in millions, except for share data and if otherwise stated)
As at As at
Particulars Note
31 March 2022 31 March 2021
Assets
Non-current assets
Property, plant and equipment 3A 6,114.62 4,306.74
Capital work-in-progress 3B 68.42 142.75
Right-of-use assets 4 8,910.64 6,660.20
Investment properties 5 351.00 455.89
Goodwill 6 644.45 644.45
Other intangible assets 7 1,534.71 1,855.19
Financial assets
Other financial assets 8 663.00 602.74
Deferred tax assets (net) 33 482.25 95.78
Income tax assets (net) 33 166.59 80.46
Other non-current assets 9 328.29 194.56
Total non-current assets 19,263.97 15,038.76
Current assets
Inventories 10 854.86 621.97
Financial assets
(i) Trade receivables 11 210.54 168.80
(ii) Cash and cash equivalents 12 574.46 399.62
(iii) Bank balances other than cash and cash equivalents 13 84.36 5.71
(v) Other financial assets 8 1,342.62 247.63
Other current assets 9 294.48 201.58
Total current assets 3,361.32 1,645.31
Total assets 22,625.29 16,684.07
Equity and liabilities
Equity
Equity share capital 14 1,204.74 1,153.63
Other equity 15 5,658.29 (15.90)
Equity attributable to owners of the Company 6,863.03 1,137.73
Non-controlling interests 48 (47.42) (419.15)
Total equity 6,815.61 718.58
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 17 1,073.76 3,593.65
(ii) Lease liabilities 16 10,305.33 7,936.96
(iii) Other financial liabilities 19 41.31 49.30
Provisions 20 176.58 169.15
Other non-current liabilities 21 10.69 9.74
Total non-current liabilities 11,607.67 11,758.80
Current liabilities
Financial liabilities
(i) Borrowings 18 251.04 1,039.62
(ii) Lease liabilities 16 912.13 787.38
(iii) Trade payables 22
(a) total outstanding dues of micro enterprises and small enterprises 173.06 150.53
(b) total outstanding dues of creditors other than micro enterprises and 1,790.66 1,468.47
small enterprises
(iv) Other financial liabilities 19 624.78 477.42
Other current liabilities 21 309.66 193.48
Provisions 20 84.11 82.94
Current tax liabilities (net) 33 56.57 6.85
Total current liabilities 4,202.01 4,206.69
Total equity and liabilities 22,625.29 16,684.07
The accompanying notes form an integral part of these consolidated financial statements.
As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

92 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Consolidated Statement of Profit and Loss

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)
For the year ended For the year ended
Notes
31 March 2022 31 March 2021
Income
Revenue from operations 23 20,840.10 11,348.38
Other income 24 161.21 640.57
Total income 21,001.31 11,988.95
Expenses
Cost of materials consumed 25 5,886.64 3,386.93
Purchases of stock-in-trade 26 111.83 59.67
Employee benefits expense 27 2,482.36 1,543.32
Finance costs 28 1,269.94 1,494.76
Depreciation and amortisation expense 29 2,213.33 2,294.54
Impairment of non-financial assets 30 35.28 480.05
Other expenses 31 7,599.48 4,012.34
Total expenses 19,598.86 13,271.61
Profit/(loss) before exceptional items and tax 1,402.45 (1,282.66)
Exceptional items 32 171.04 (458.74)
Profit/(loss) before tax 1,231.41 (823.92)
Tax expense 33
Current tax 66.77 9.75
Deferred tax credit (386.51) (20.43)
Total tax expense (319.74) (10.68)
Profit/(loss) from continuing operations after tax (A) 1,551.15 (813.24)
Profit/(loss) from discontinued operation before tax - 183.37
Tax expense of discontinued operations - -
Profit from discontinued operation after tax (B) - 183.37
Profit/(loss) for the year (A+B) 1,551.15 (629.87)
Other comprehensive income
Items that will not to be reclassified to profit or loss
Remeasurements of defined benefit plans 1.26 (12.94)
Income tax relating to above mentioned item (0.04) (0.14)
1.22 (13.08)
Items that will be reclassified to profit or loss
Exchange difference in translating financial statements of foreign operations 140.19 124.14
Exchange differences on translation of discontinued operations - (58.86)
140.19 65.28
Other comprehensive income for the year 141.41 52.20
Total comprehensive income for the year 1,692.56 (577.67)
Profit/(loss) attributable to:
Owners of the Company 1,563.36 (552.08)
Non controlling interest 48 (12.21) (77.79)
Profit/(loss) for the year 1,551.15 (629.87)
Other comprehensive income attributable to:
Owners of the Company 103.32 9.61
Non controlling interest 48 38.09 42.59
Other comprehensive income for the year 141.41 52.20
Total comprehensive income/(loss) for the year attributable to:
Owners of the Company 1,666.68 (542.47)
Non controlling interest 48 25.88 (35.20)
Total comprehensive income/(loss) for the year 1,692.56 (577.67)
Earnings/(loss) per equity share from continuing operations 34
Basic (`) 1.32 (0.67)
Diluted (`) 1.32 (0.67)
Earnings per equity share from discontinued operations 34
Basic (`) - 0.17
Diluted (`) - 0.17
The accompanying notes form an integral part of these consolidated financial statements.
As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 93

Consolidated Statement of Cash Flow
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)
For the year ended For the year ended
31 March 2022 31 March 2021
A. Cash flows from operating activities
Profits/(loss) before tax from :
Continuing operations 1,231.41 (823.92)
Discontinued operations - 183.37
Adjustments for:
Depreciation and amortisation expense 2,213.33 2,356.94
Impairment of non-financial assets 35.28 529.90
Liabilities no longer required written back (28.65) (43.09)
Loss on disposal of property plant and equipment 18.36 87.38
Gain on extinguishment of financial liabilities (32.53) -
Loss allowance 5.63 12.36
Unrealised foreign exchange (gain)/loss 140.77 (19.63)
Finance costs 1,269.94 1,621.75
Derivatives at fair value through profit and loss (0.72) (6.75)
Employee stock option expenses 64.87 22.62
Interest income (90.12) (103.95)
Gain on termination of leases (13.49) (611.39)
Gain on modification of leases (8.08) (52.71)
Rent concession [refer note 36 A (ii)] (358.82) (1,158.89)
Operating profit before working capital changes 4,447.18 1,993.99
Adjustments for changes in:
- trade receivables (47.37) 4.19
- inventories (232.89) 126.01
- loans, other financial assets, and other assets (520.96) 163.94
- trade payables, other financial liabilities and other liabilities 963.07 102.60
Cash generated from operating activities 4,609.03 2,390.73
Income tax refund/(paid) (net) (103.14) 4.85
Net cash generated from operating activities 4,505.89 2,395.58
B. Cash flows from investing activities
Payment for acquisition of stores under business combination - (2,300.00)
Payment for property, plant and equipment and other intangible assets (3,062.50) (1,373.37)
other than above
Acquisition of non controlling interest in subsidiary (0.74) -
Proceeds from sale of property plant and equipment 132.74 43.94
Deposits made with banks (915.32) 22.35
Proceeds from of term deposits 2.97 -
Interest received 90.12 7.52
Proceeds from transfer of business - 13.60
Net cash used in investing activities (3,752.73) (3,585.96)

94 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Consolidated Statement of Cash Flow

for the year ended 31 March 2022

(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended
31 March 2022 31 March 2021
C. Cash flows from financing activities
Proceeds from issue of equity share capital 4,486.14 3,476.43
Share issue expenses (146.29) -
Proceeds from non-current borrowings 609.17 2,355.86
Repayment of non-current borrowings (3,729.28) (2,401.08)
Repayment of cash credit facilities from banks (net) (206.53) (693.46)
Payment of lease liabilities- principal (366.35) -
Payment of lease liabilities- interest (1,083.38) (825.69)
Interest paid (146.99) (492.24)
Net cash (used in)/ generated from financing activities (583.51) 1,419.82
D. Effect of foreign currency fluctuation arising out of consolidation 5.19 37.93
Net increase in cash and cash equivalents during the year (A+B+C+D) 174.84 267.37
E. Cash and cash equivalents at the beginning of the year 399.62 132.26
F. Cash and cash equivalents as at the end of the year (refer note 12) 574.46 399.62

Notes:
1. The Consolidated Statement of Cash Flow has been prepared in accordance with ‘Indirect method’ as set out in the Ind
AS - 7 on ‘Statement of Cash Flows’, as notified under Section 133 of the Companies Act, 2013, read with the relevant
rules thereunder.

2. Significant non cash transactions: Acquisition of right-of-use assets and investment properties (refer note 4 and 5).

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 95

96
Consolidated Statement of Changes in Equity
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

A. Equity share capital

As at 31 March 2022 As at 31 March 2021
Note Number Amount Number Amount
of shares of shares
Balance at the beginning of the year 1,153,634,990 1,153.63 1,061,666,660 1,061.67
Issue of equity share capital 14 51,101,388 51.11 91,968,330 91.96

Devyani International Limited

Balance at the end of the year 1,204,736,378 1,204.74 1,153,634,990 1,153.63
The face value of equity shares of the Company has been split from ` 10/- to ` 1/- per share with effect from 25 March 2021
B. Other equity
Attributable to owners of the Company
Reserves and surplus Items of Other comprehensive Total Attributable to Total
income attributable to Non controlling
Securities Employee General Retained Exchange Other item owners of the interest (NCI)
premium stock options reserve earnings difference of of other Company
outstanding translation comprehensive
account of foreign income*
operations
Balance as at 01 April 2020 4,632.61 101.24 5.47 (8,317.00) 625.00 - (2,952.68) (391.14) (3,343.82)
Loss for the year - - - (552.08) - - (552.08) (77.79) (629.87)
Other comprehensive profit/(loss) for the - - - - 22.69 (13.08) 9.61 42.59 52.20
year
Reclassified on account of disposal of - - - - 64.67 - 64.67 - 64.67
foreign operations
Total comprehensive loss for the year - - - (552.08) 87.36 (13.08) (477.80) (35.20) (513.00)
Securities premium received during the 3,384.47 - - - - - 3,384.47 - 3,384.47
year
Transferred to securities premium on 109.46 (109.46) - - - - - - -
exercise of stock options
Transferred to retained earnings - - - (13.08) - 13.08 - - -
Employee stock options expense - 22.62 - - - - 22.62 - 22.62
Transactions with NCI - - - 7.49 - - 7.49 7.19 14.68
Balance as at 31 March 2021 8,126.54 14.40 5.47 (8,874.67) 712.36 - (15.90) (419.15) (435.05)
 Consolidated Statement of Changes in Equity
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

B. Other equity (Contd.)

Attributable to owners of the Company
Reserves and surplus Items of Other comprehensive Total Attributable to Total
income attributable to Non controlling
Securities Employee General Retained Exchange Other item owners of the interest (NCI)
premium stock options reserve earnings difference of of other Company
outstanding translation comprehensive
account of foreign income*
operations
Balance as at 1 April 2021 8,126.54 14.40 5.47 (8,874.67) 712.36 - (15.90) (419.15) (435.05)
Profit/(loss) for the year - - - 1,563.36 - - 1,563.36 (12.21) 1,551.15
Other comprehensive income for the year - - - - 102.39 0.93 103.32 38.09 141.41
Total comprehensive income for the year - - - 1,563.36 102.39 0.93 1,666.68 25.88 1,692.56
Securities premium received during the 4,435.03 - - - - - 4,435.03 - 4,435.03
year
Share issue expenses (refer note 53) (146.29) - - - - - (146.29) - (146.29)
Transferred to retained earnings - - - 0.93 - (0.93) - - -
Employee stock options expense - 64.87 - - - - 64.87 - 64.87
Transferred to securities premium on 35.00 (35.00) - - - - - - -
exercise of stock options
Transactions with NCI - - - (346.10) - - (346.10) 345.36 (0.74)
Contribution during the period - - - - - - - 0.49 0.49
Overview
Corporate

Balance as at 31 March 2022 12,450.28 44.27 5.47 (7,656.48) 814.75 - 5,658.29 (47.42) 5,610.87
* Other comprehensive income represents remeasurement of defined benefit plans (net of tax)
The accompanying notes form an integral part of these consolidated financial statements.

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Reports
Statutory

Chartered Accountants Chartered Accountants Devyani International Limited

Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Annual Report 2021-22

Manish Dawar Varun Kumar Prabhakar
Place: Gurugram CFO and Director Company Secretary
Financial

Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

97
Statements
Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

1. Company information/overview (c) Critical accounting estimates and judgements

Devyani International Limited (the ‘Company’ or The preparation of financial statements in conformity
‘the Holding Company’) is a public limited company with Ind AS requires management to make judgements,
domiciled in India, having its registered office at F-2/7, estimates and assumptions that affect the reported
Okhla Industrial Area, Phase-I, New Delhi - 110020. amounts of revenues, expenses, assets and liabilities
The Company was incorporated on 13 December 1991 and disclosure of contingent liabilities at the end of the
as a private limited company in India. Subsequently, reporting period. Although these estimates are based
the Company changed its legal status from a private upon management’s best knowledge of current events
company to a public company on 7 June 2000. The and actions, uncertainty about these assumptions and
shares of the Company got listed on BSE Limited estimates could result in the outcomes requiring a
(BSE) and National Stock Exchange of India Limited material adjustment to the carrying amounts of assets
(NSE) on 16 August 2021.These consolidated financial or liabilities in future periods. Changes in estimates are
statements comprise the financial statements of the reflected in the consolidated financial statements in the
Company, its subsidiaries (collectively referred to as period in which changes are made and if material, their
the ‘Group’) and its joint venture. effects are disclosed in the notes to the consolidated
financial statements.
The Group is primarily engaged in the business of
developing, managing and operating quick service Information about significant areas of estimation /
restaurants and food courts for brands such as Pizza uncertainty and judgements in applying accounting
Hut, KFC, Costa Coffee, Vaango, etc. policies that have the most significant effect on the
consolidated financial statements are as follows: -
For details regarding subsidiaries and joint venture of
the Group, refer note 38. • Note 2.2 (h) and 45 - measurement of defined
benefit obligations: key actuarial assumptions;
2.1 Basis of preparation • Note 2.2 (a) and (b) - useful life and residual values
(a) Statement of compliance of property, plant and equipment, fair valuation of
The consolidated financial statements comply with investment properties and useful life of intangible
Indian Accounting Standards (“Ind AS”) as prescribed assets;
under Section 133 of the Companies Act, 2013 Note 2.2 (j) - judgment required to determine
• 
(the “Act”), relevant provisions of the Act and other probability of recognition and estimates for
accounting principles generally accepted in India. The recoverability of deferred tax assets;
consolidated financial statements are prepared on
accrual and going concern basis. The Board of Directors • Note 2.2 (m) and 35 - fair value measurement of
can permit revision to the consolidated financial financial instruments;
statements after obtaining necessary approvals or at • Note 2.2 (f), 37 and 42 - impairment assessment of
the instance of regulatory authorities as per provisions non-financial assets key assumptions underlying
of the Act. On 24 March 2021, the Ministry of Corporate recoverable amount;
Affairs (MCA) through a notification, amended Schedule
• Note 2.2 (m) - impairment assessment of financial
III of the Companies Act, 2013 and the amendments
are applicable for financial periods commencing from assets (goodwill, property, plant and equipment
1 April 2021. The Company has evaluated the effect and investment property)
of the amendments on its financial statements and • Note 42 - measurement of share based payments;
complied with the same.
• Note 2.2(g) and 39 - measurement of provisions
and contingent liabilities;
The consolidated financial statements for the year
ended 31 March 2022 were authorized and approved Note 2.2 (d) and 36 - judgment required to
• 
for issue by the Board of Directors on 02 May 2022 ascertain lease classification, lease term,
incremental borrowing rate, lease and non-lease
(b) Basis of measurement component, and impairment of ROU;
The consolidated financial statements have been Note 2.2 (g) and 39 - judgment is required to
• 
prepared on a historical cost basis except for certain ascertain whether it is probable or not that an
financial assets and financial liabilities that are outflow of resources embodying economic
measured at fair value or amortized cost, defined benefits will be required to settle the taxation
benefit obligations and share based payments. disputes and legal claim;

98 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Note 2.2 (b) and 51 - measurement of

•  Fair value of financial instruments measured at fair
consideration and assets acquired as part of value through profit and loss and amortised cost.
business combination;
(e) Basis of consolidation
There are no assumptions and estimation uncertainties The consolidated financial statements include
that have a significant risk of resulting in a material the financial statements of the Company and its
adjustment within the next financial year except for as subsidiaries together with the share of the total
disclosed in these financial statements. comprehensive income of joint venture.

(d) Fair value measurement Subsidiaries

Fair value is the price that would be received to sell
Subsidiaries are entities controlled by the Company.
an asset or paid to transfer a liability in an orderly
The Company controls an entity when it is exposed to,
transaction between market participants at the
or has rights to, variable returns from its involvement
measurement date. The fair value measurement is
with the entity and has the ability to affect those
based on the presumption that the transaction to sell
returns through its power over the entity. Power is
the asset or transfer the liability takes place either:
demonstrated through existing rights that give the ability
• In the principal market for the asset or liability, or to direct relevant activities, those which significantly
• In the absence of a principal market, in the most affect the entity’s returns. The financial statements of
advantageous market for the asset or liability subsidiaries are included in the consolidated financial
statements from the date on which control commences
The principal or the most advantageous market must until the date on which control ceases.
be accessible to / by the Group.
The standalone financial statements of the Company
All assets and liabilities for which fair value is measured and financial statements of the subsidiaries are
or disclosed in the consolidated financial statements consolidated on a line-by-line basis by adding together
are categorized within fair value hierarchy, described the book values of like items of assets, liabilities,
as follows, based on the lowest level of input that is incomes and expenses, after eliminating intra-group
significant to the fair value measurement as a whole. balances, intra-group transactions and any unrealised
• Level 1 — Quoted (unadjusted) prices in active incomes and expenses arising from intra-group
markets for identical assets or liabilities transactions. These consolidated financial statements
are prepared by applying uniform accounting policies
Level 2 — Valuation techniques for which the
• 
in use at the Group. Non-controlling interest (“NCI”)
lowest level input that is significant to the fair value
which represents part of consolidated net Statement
measurement is directly or indirectly observable
of profit and loss and net assets of subsidiary that
Level 3 — Valuation techniques for which the
•  are not, directly or indirectly, owned or controlled
lowest level input that is significant to the fair by the Company, are excluded and presented in the
value measurement is unobservable consolidated Balance Sheet separately within Equity.

For assets and liabilities that are recognized in the

The excess of cost to the Group of its investment in
consolidated financial statements on a recurring basis,
subsidiaries, on the acquisition dates over and above
the Group determines whether transfers have occurred
the Group’s share of equity in the subsidiaries, is
between levels in the hierarchy by reassessing
recognised as ‘Goodwill on Consolidation’ being an
categorization (based on the lowest level input that is
significant to the fair value measurement as a whole) at asset in the consolidated financial statements. The
the end of each reporting period. said Goodwill is not amortised, however, it is tested
for impairment at each Balance Sheet date and the
For the purpose of fair value disclosures, the Group impairment loss, if any, is provided for.
has determined classes of assets and liabilities on the
basis of the nature, characteristics and risks of the When the Group loses control over a subsidiary,
asset or liability and the level of the fair value hierarchy it derecognises the assets and liabilities of the
as explained above. subsidiary, and any related NCI and other components

Annual Report 2021-22 99

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

of equity. Any interest retained in the former subsidiary investee. Unrealised losses are eliminated in the same
is measured at fair value at the date the control is way as unrealised gains, but only to the extent there is
lost. Any resulting gain or loss is recognised in the no evidence of impairment.
consolidated Statement of profit and loss.
After application of the equity method, the Group
The equity accounted investee determines whether it is necessary to recognise an
The Group’s interest in equity accounted investee impairment loss on its equity accounted investee. At
comprise interest in joint venture. each reporting date, the Group determines whether
there is objective evidence that the equity accounted
A joint venture is a joint arrangement whereby the investee is impaired. If there is such evidence, the
parties that have joint control of the arrangement have Group calculates the amount of impairment as the
rights to the net assets of the joint arrangement. difference between the recoverable amount of the
equity accounted investee and its carrying value, and
Interest in joint venture is accounted for by using the then recognises the loss in the consolidated Profit or
equity method. They are initially recognised at cost Loss.
which includes transaction costs. Subsequent to initial
recognition, the consolidated financial statements In case, Group’s share of losses of equity accounted
include the Group’s share of profit or loss and other investee equals or exceeds the interest in equity
comprehensive income of joint venture until the date accounted investee (carrying value of investment),
on which joint control ceases. the Group discontinues recognising its share of future
losses.
Unrealised gains arising from transactions with
equity accounted investee are eliminated against the The Group and its joint venture considered in these
investment to the extent of Group’s interest in the consolidated financial statements are as follows:
i) Subsidiaries

Name of the company Country of % voting power % voting power

incorporation held as at held as at
31 March 2022 31 March 2021
Devyani International (Nepal) Private Limited Nepal 100% 100%
Devyani Food Street Private Limited India 100% 100%
RV Enterprizes Pte. Limited Singapore 87% 87%
Devyani International (Nigeria) Limited Nigeria 78.75% 78.75%
(subsidiary of RV Enterprizes Pte. Limited)
Devyani Airport Services (Mumbai) Private Limited. India 100% 51%

ii) Equity accounted investee

Name of the company Country of % voting power % voting power

incorporation held as at held as at
31 March 2022 31 March 2021
The Minor Food Group (India) Private Limited (till 25th India - -
March 2021)

The financial statements of the above entities (Subsidiaries and Equity accounted investee) are drawn upto the same
accounting period as that of the Group.

100 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

2.2 Significant accounting policies flow to the Group and the cost of the item can be
measured reliably. All other subsequent cost are
The accounting policies set out below have been
charged to consolidated Statement of profit and loss at
applied consistently to the periods presented in these
the time of incurrence.
consolidated financial statements.
Depreciation
(a) Property, plant and equipment
Depreciation on PPE is provided on the straight-line
Recognition and measurement
method computed on the basis of useful life prescribed
Items of property, plant and equipment are measured at in Schedule II to the Companies Act, 2013 (‘Schedule
cost, less accumulated depreciation and accumulated II’) on a pro-rata basis from the date the asset is ready
impairment losses. to put to use. Considering the applicability of Schedule
II as mentioned above, in respect of certain class of
The cost of an item of property, plant and equipment assets- the Group has assessed the useful lives (as
comprises: (a) its purchase price, including import mentioned in the table below) lower than as prescribed
duties and non-refundable purchase taxes, after in Schedule II, based on the technical assessment.
deducting trade discounts and rebates; (b) any costs
directly attributable to bringing the asset to the Asset Category Useful life Useful
location and condition necessary for it to be capable estimated by the life as per
of operating in the manner intended by management. management Schedule
based on technical II (years)
Expenditure which are directly attributable to assessment
(years)
commissioning of quick service restaurants are
capitalised. Other expenditure incurred during the Building 30 60
commissioning phase, which is not directly attributable, Plant and equipment 12 15
is charged off to consolidated Profit and Loss. Electrical Fitting 10 10
Office equipment 10 5
The cost of a self-constructed item of property, plant Computers 4- 6 3-6
and equipment comprises the cost of materials and Furniture and 6 10
direct labour, any other cost directly attributable fixtures
to bringing the item to working condition for its Vehicles 5 6
intended use. Utensil and Kitchen 4-10 15
Equipment
The cost of improvements to leasehold premises,
if recognition criteria are met, are capitalised and Freehold land is not depreciated.
disclosed separately under leasehold improvement. Leasehold improvements are depreciated on a straight
line basis over the period of the initial lease term or
An item of property, plant and equipment and any 10 years, whichever is lower. Any refurbishment of
significant part initially recognised is derecognised structure is depreciated over a period of 5 years.
upon disposal or when no future economic benefits
are expected from its use or disposal. Any gain or loss Depreciation is calculated on a pro rata basis for assets
arising on derecognition of the asset (calculated as purchased/sold during the year.
the difference between the net disposal proceeds and
the carrying amount of the asset) is included in the The residual values, useful lives and methods of
consolidated Statement of profit and loss when such depreciation of property plant and equipment are
asset is derecognised. reviewed by management at each reporting date and
adjusted prospectively, as appropriate.
Subsequent cost
Subsequent costs are included in the asset’s carrying Capital work-in-progress
amount or recognised as a separate asset, as Cost of property, plant and equipment not ready for use
appropriate, only when it is probable that the future as at the reporting date are disclosed as capital work-
economic benefits associated with expenditure will in-progress.

Annual Report 2021-22 101

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Investment properties (b) Business combination and intangible assets

(Recognition and initial measurement) Business combination and goodwill
Investment properties are properties held to earn The Group accounts for the business combinations
rentals or for capital appreciation, or both. Investment using the acquisition method when control is
properties are measured initially at their cost of transferred to the respective company of the Group.
acquisition, including transaction costs. Subsequent The consideration transferred in the acquisition is
generally measured at fair value as at the date the
costs are included in the asset’s carrying amount or
control is acquired (‘acquisition date’), as are the
recognized as a separate asset, as appropriate, only
net identifiable assets (tangible and other intangible
when it is probable that future economic benefits
assets) acquired and any non-controlling interest in
associated with the asset will flow to the Group. All
the acquired business. Transaction costs are expensed
other repair and maintenance costs are recognized in as incurred, except to the extent related to the issue of
Statement of profit and loss as incurred debt or equity securities.

Properties held under leases are classified as Goodwill is initially measured at cost, being the excess
investment properties when it is held to earn rentals or of the aggregate of the consideration transferred over
for capital appreciation or for both, rather than for sale in the net identifiable assets acquired and liabilities
the ordinary course of business or for use in production assumed. If the fair value of the net assets acquired is
or administrative functions. In case of subleases, where in excess of the aggregate consideration transferred,
the Group is immediate lessor, the right of use arising the Group re-assesses whether it has correctly
out of related sub leases is assessed for classification identified all of the assets acquired and all of the
as investment property. liabilities assumed and reviews the procedures used
to measure the amounts to be recognized at the
Subsequent measurement acquisition date. If the reassessment still results in
an excess of the fair value of net assets acquired over
(depreciation and useful lives)
the aggregate consideration transferred, then the gain
Investment properties are subsequently measured at is recognized in Other Comprehensive Income (‘OCI’)
cost less accumulated depreciation and accumulated and accumulated in equity as capital reserve. However,
impairment losses, if any. Depreciation on investment if there is no clear evidence of bargain purchase, the
properties is provided on the straight-line method over entity recognises the gain directly in equity as capital
the lease period of the right-of-use assets. reserve, without routing the same through OCI.

Though, the Group measures investment properties Any goodwill that arises is not amortised but is tested
using cost based measurement, the fair value of for impairment at least on an annual basis, based
investment property is disclosed in the notes. Fair on a number of factors, including operating results,
values are determined based on an annual evaluation business plans and future cash flows.
performed by an accredited external independent valuer
The consideration transferred does not include
applying a valuation model acceptable internationally.
amounts related to the settlement of pre-existing
relationships with the acquirer. Such amounts are
De-recognition
generally recognised in the consolidated Statement of
Investment properties are de-recognized either profit and loss.
when they have been disposed of or when they are
permanently withdrawn from use and no future Other intangible assets
economic benefit is expected from their disposal. The Intangible assets that are acquired are recognised
difference between the net disposal proceeds, if any, only if it is probable that the expected future economic
and the carrying amount of the asset is recognized benefits that are attributable to the asset will flow to
in the Statement of profit and loss in the period of the Group and the cost of assets can be measured
de-recognition. reliably. The other intangible assets are recorded at

102 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

cost of acquisition including incidental costs related rebates and discounts and all other costs incurred in
to acquisition and installation and are carried at cost bringing the inventories to their present location and
less accumulated amortisation and impairment losses, condition. Provision is made for items which are not
if any. likely to be consumed and other anticipated losses
wherever considered necessary. The comparison of
Gain or losses arising from derecognition of other cost and NRV for traded goods is made on at item
intangible assets are measured as the difference group level basis at each reporting date.
between the net disposal proceeds and the carrying
amount of the other intangible assets and are (d) Leases
recognised in the consolidated Statement of profit and The Group as a lessee
loss when the asset is derecognised. The Group enters into an arrangement for lease of
buildings and office equipments. Such arrangements
i. Subsequent cost are generally for a fixed period but may have extension
Subsequent cost is capitalised only when it or termination options. In accordance with Ind AS
116 – Leases, at inception of the contract, the Group
increases the future economic benefits embodied
assesses whether a contract is, or contains a lease.
in the specific asset to which it relates. All the
A lease is defined as ‘a contract, or part of a contract,
subsequent expenditure on other intangible
that conveys the right to control the use an asset (the
assets is recognised in consolidated Statement of
underlying asset) for a period of time in exchange for
profit and loss, as incurred. consideration’.

ii. Amortisation To assess whether a contract conveys the right

Amortisation of Intangible assest is calculated to control the use of an identified asset, the Group
over their estimated useful lives as stated assesses whether:
below using straight-line method. Amortisation • The contract involves the use of an identified asset
is calculated on a pro-rata basis for assets – this may be specified explicitly or implicitly,
purchased /disposed during the year. and should be physically distinct or represent
substantially all of the capacity of a physically
Amortisation has been charged based on the distinct asset. If the supplier has a substantive
following useful lives: substitution right, then the asset is not identified;
Asset description Useful life (in years) • The Group has the right to obtain substantially all
License fee 10 of the economic benefits from use of the asset
throughout the period of use; and
Franchisee rights 10
Computer software 6 • The Group assessese whether it has the right to
direct ‘how and for what purpose’ the asset is used
Amortisation method, useful lives and residual throughout the period of use. At inception or on
values are reviewed at each reporting date and reassessment of a contract that contains a lease
adjusted prospectively, if appropriate. component, the Group allocates the consideration
in the contract to each lease component on
the basis of their relative stand-alone prices.
(c) Inventories
However, for the leases of land and buildings in
Inventories consist of raw materials which are of a which it is a lessee, the Group has elected not to
perishable nature and traded goods. Inventories are separate non-lease components and account for
valued at lower of cost and net realisable value (‘NRV’). the lease and non-lease components as a single
Raw materials are not written down below cost except lease component.
in cases where material prices have declined and it is
estimated that the cost of the finished goods will exceed Measurement and recognition of leases as a lessee
their NRV. Cost of inventories has been determined The Group recognises a right-of-use asset and a
using weighted average cost method and comprise lease liability at the lease commencement date. The
all costs of purchase after deducting non-refundable right-of-use asset is initially measured at cost, which

Annual Report 2021-22 103

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

comprises the initial amount of the lease liability there is a change in future lease payments arising
adjusted for any lease payments made at or before from a change in an index or rate, if there is a change
the commencement date, plus any initial direct costs in the Group’s estimate of the amount expected to
incurred and an estimate of costs to dismantle and be payable under a residual value guarantee, or if
remove the underlying asset or to restore the underlying the Group changes its assessment of whether it will
asset or the site on which it is located, less any lease exercise a purchase, extension or termination option.
incentives received. When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying
The right-of-use assets is subsequently measured at amount of the right-of-use asset, or is recorded in
cost less any accumulated depreciation, accumulated Statement of profit and loss if the carrying amount of
impairment losses (unless such right of use assets
the right-of-use asset has been reduced to zero, as the
fulfills the requirements of Ind AS 40 - Investment
case may be.
Property and is accounted for as there under), if any
and adjusted for any re-measurement of the lease
The Group presents right-of-use assets that do not
liability. The right-of-use assets is depreciated using
the straight-line method from the commencement meet the definition of investment property on the face
date over the shorter of lease term or useful life of of balance sheet below ‘property, plant and equipment’
right-of-use asset. Right-of-use assets are tested for and lease liabilities under ‘financial liabilities’ in the
impairment whenever there is any indication that their balance sheet.
carrying amounts may not be recoverable. Impairment
loss, if any, is recognised in the Statement of profit The Group has elected not to apply the requirements of
and loss. Ind AS 116-Leases to short-term leases of all assets
that have a lease term of 12 months or less and leases
The lease liability is initially measured at the present for which the underlying asset is of low value. The lease
value of the lease payments that are not paid at the payments associated with these leases are recognized
commencement date, discounted using the interest as an expense on a straight-line basis over the
rate implicit in the lease or, if that rate cannot be readily
lease term.
determined, the Group’s incremental borrowing rate.
Generally, the Group uses its incremental borrowing
The Group as a lessor
rate as the discount rate.
When the Group acts as a lessor, it determines at lease
Lease payments included in the measurement of the inception whether each lease is a finance lease or
lease liability comprise the following: an operating lease. To classify each lease, the Group
fixed payments, including in-substance fixed
•  makes an overall assessment of whether the lease
payments; transfers substantially all of the risks and rewards
incidental to ownership of the underlying asset. If this
• variable lease payments that depend on an index is the case, then the lease is a finance lease; if not, then
or a rate, initially measured using the index or rate
it is an operating lease. As part of this assessment, the
as at the commencement date;
Group considers certain indicators such as whether
• amounts expected to be payable under a residual the lease is for the major part of the economic life
value guarantee; and of the asset.
• the exercise price under a purchase option that
the Group is reasonably certain to exercise, lease When the Group is an intermediate lessor, it accounts
payments in an optional renewal period if the Group for its interests in the head lease and the sub-lease
is reasonably certain to exercise an extension separately. It assesses the lease classification of a
option, and penalties for early termination of a sub-lease with reference to the right-of-use asset
lease unless the Group is reasonably certain not arising from the head lease, not with reference to
to terminate early. the underlying asset. If a head lease is a short-term
lease to which the Group applies the exemption
The lease liability is measured at amortised cost using described above, then it classifies the sub-lease as an
the effective interest method. It is remeasured when
operating lease.

104 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The Group recognises lease payments received under The recoverable amount of an asset or CGU is the
operating leases as income on a straight-line basis greater of its value in use and its fair value less costs
over the lease term as part of ‘other income’. to sell. Value in use is based on the estimated future
cash flows, discounted to their present value using a
The accounting policies applicable to the Group as discount rate that reflects current market assessments
a lessor in the comparative period were not different of the time value of money and the risks specific to
from Ind AS 116. However, when the Group was an the asset or CGU. An impairment loss is recognised
intermediate lessor the sub-leases were classified with if the carrying amount of an asset or CGU exceeds its
reference to the underlying asset. estimated recoverable amount.

. In case of a finance lease, finance income is recognised Impairment losses are recognised in the consolidated
over the lease term based on a pattern reflecting a Statement of profit and loss. They are allocated first to
constant periodic rate of return on the lessor’s net reduce the carrying amount of any goodwill allocated
investment in the lease. to the CGU and then to reduce the carrying amounts of
the other assets in the CGU on a pro-rata basis.
Lease payments
An impairment loss in respect of goodwill is not
Lease payments in respect of assets taken on operating
reversed. For other assets, an impairment loss is
lease are charged to the consolidated Statement of
reversed only if there has been a change in the
profit and loss on a straight-line basis over the period
estimates used to determine the recoverable amount.
of the lease unless the payments are structured to
Such a reversal is made only to the extent that the
increase in line with the expected general inflation to
asset’s carrying amount does not exceed the carrying
compensate the lessor’s expected inflationary cost
amount that would have been determined, net of
increases.
depreciation or amortisation, if no impairment loss had
been recognised.
(e) Borrowing costs
Borrowing costs attributable to the acquisition or (g) Provisions and contingent liabilities and assets
construction of a qualifying asset are capitalised Provisions
as part of the cost of the asset. A qualifying asset is
Provisions are recognised when the Group has a
one that necessarily takes substantial period of time
present legal or constructive obligation as a result of a
to get ready for intended use. Other borrowing costs
past events, it is probable that an outflow of resources
are recognised as an expense in the period in which
embodying economic benefits will be required to settle
they are incurred. Borrowing cost includes exchange
the obligation and a reliable estimate can be made of
differences to the extent regarded as an adjustment to
the amount of the obligation.
the borrowing costs, if any.
If the effect of the time value of money is material,
(f) Impairment - non-financial assets provisions are discounted using a current pre-tax rate
At each reporting date, the Group reviews the carrying that reflects current market assessments of the time
amounts of its non-financial assets to determine value of money and the risks specific to the liability.
whether there is any indication of impairment. If any When discounting is used, the increase in the provision
such indication of impairment exists, then the asset’s due to the passage of time is recognised as a finance
recoverable amount is estimated. For impairment cost.
testing, assets are grouped together into the smallest
group of assets that generates cash inflows from Contingent liabilities
continuing use that are largely independent of the Contingent liabilities are possible obligations that
cash inflows of other assets or cash generating units arise from past events and whose existence will only
(‘CGU’). Goodwill arising from a business combination be confirmed by the occurrence or non-occurrence of
is allocated to a CGU or groups of CGU that are expected one or more uncertain future events not wholly within
to benefit from the synergies of the combination. the control of the Group. Where it is not probable that

Annual Report 2021-22 105

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

an outflow of economic benefits will be required, or the The present value of the defined benefit obligation is
amount cannot be estimated reliably, the obligation is determined by discounting the estimated future cash
disclosed as a contingent liability, unless the probability outflows by reference to market yields at the end of the
of outflow of economic benefits is remote. reporting period on government bonds that have terms
approximating to the terms of the related obligation.
(h) Employee benefits
Short-term employee benefits The net interest cost is calculated by applying the
Employee benefit liabilities such as salaries, wages and discount rate to the net balance of the defined benefit
bonus, etc. that are expected to be settled wholly within obligation. This cost and other costs are included
twelve months after the end of the reporting period in in employee benefits expense in the consolidated
which the employees render the related service are Statement of profit and loss.
recognised in respect of employee’s services up to the
end of the reporting period and are measured at an Remeasurements of the net defined benefit liability,
undiscounted amount expected to be paid when the which comprise actuarial gains and losses, the return
liabilities are settled. on plan assets (excluding interest) and the effect of the
asset ceiling (if any, excluding interest), are recognised
Post-employment benefit plans in other comprehensive income and transferred to
Defined contribution plans retained earnings.
A defined contribution plan is a post-employment
Changes in the present value of the defined benefit
benefit plan under which the Group pays fixed
contributions into a separate entity and will have no obligation resulting from settlement or curtailments
legal or constructive obligation to pay further amounts. are recognised immediately in consolidated Statement
Payments to defined contribution plans are recognised of profit and loss as past service cost.
as an expense when employees have rendered service
entitling them to the contributions. The Group’s net obligation in respect of defined benefit
plans is calculated by estimating the amount of future
Defined benefit plans benefit that employees have earned in the current and
The Group has an obligation towards gratuity, a defined prior periods, discounting that amount and deducting
benefit retirement plan covering eligible employees. the fair value of any plan assets.
The plan provides for a lump sum payment to vested
employees at retirement, death while in employment Other long-term employee benefits
or on termination of employment, of an amount based Compensated absences
on the respective employee’s salary and the tenure of The Group’s net obligation in respect of compensated
employment. Vesting occurs upon completion of five absences is the amount of benefit to be settled in
years of service.
future, that employees have earned in return for their
service in the current and previous years. The benefit
Gratuity liability is partially funded by the Group
is discounted to determine its present value. The
through annual contribution to DIL Employees Gratuity
obligation is measured on the basis of an actuarial
Trust (the ‘Trust’) against ascertained gratuity liability.
The Trustees administer contributions made to the valuation using the projected unit credit method.
Trust and contributions are invested in a scheme with Remeasurements are recognised in consolidated
the Life Insurance Corporation of India as permitted by Statement of profit and loss in the period in which they
the laws of India. arise.

The liability recognised in the consolidated Balance (i) Share based payments
Sheet in respect of defined benefit gratuity plan is The grant-date fair value of equity-settled share-based
the present value of the defined benefit obligation at payment arrangements granted to eligible employees
the end of the reporting period. The defined benefit of the Group under the Employee Stock Option Scheme
obligation is calculated by actuary using the projected (‘ESOS’) is recognised as employee stock option
unit credit method. scheme expenses in the consolidated Statement

106 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

of profit and loss, in relation to options granted to to be paid or received after considering the uncertainty,
employees of the Group (over the vesting period of the if any relating to income taxes. It is measured using tax
awards), with a corresponding increase in other equity. rates enacted for the relevant reporting period.
The amount recognised as an expense to reflect the
number of awards for which the related service and Current tax assets and current tax liabilities are offset
non-market performance conditions are expected to only if there is a legally enforceable right to set off the
be met, such that the amount ultimately recognised is recognised amounts, and it is intended to realise the
based on the number of awards that meet the related asset and settle the liability on a net basis.
service and non-market performance conditions at
the vesting date. The increase in equity recognised in Deferred tax
connection with a share based payment transaction is Deferred tax is recognised in respect of temporary
presented in the “Employee stock options outstanding differences between the carrying amounts of assets
account”, as separate component in other equity. For and liabilities for financial reporting purposes and the
share-based payment awards with market conditions, corresponding amounts used for taxation purposes.
the grant-date fair value of the share-based payment
is measured to reflect such conditions and there is no Deferred tax liabilities are recognised for all taxable
true-up for differences between expected and actual temporary differences. Deferred tax assets are
outcomes. At the end of each period, the Group revises recognised to the extent that it is probable that future
its estimates of the number of options that are expected taxable profits will be available against which they can
to be vested based on the non-market performance be used. The existence of unused tax losses is strong
conditions at the vesting date. evidence that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the Group
If vesting periods or other vesting conditions apply, recognises a deferred tax asset only to the extent that it
the expense is allocated over the vesting period, based has sufficient taxable temporary differences or there is
on the best available estimate of the number of share convincing other evidence that sufficient taxable profit
options expected to vest. Upon exercise of share will be available against which such deferred tax asset
options, the proceeds received, net of any directly can be realised. Deferred tax assets - unrecognised or
attributable transaction costs, are allocated to share recognised, are reviewed at each reporting date and are
capital up to the nominal (or par) value of the shares recognised / reduced to the extent that it is probable
issued with any excess being recorded as share / no longer probable respectively that the related tax
premium. benefit will be realised.

The dilutive effect of outstanding options is reflected as Deferred tax is measured at the tax rates that are
additional share dilution in the computation of diluted expected to apply to the period when the asset is
earnings per share. realised or liability is settled, based on the laws that
have been enacted or substantively enacted by the
(j) Income taxes reporting date.

Income tax expense comprises of current tax and

The measurement of deferred tax reflects the tax
deferred tax. It is recognised in the consolidated profit consequences that would follow from the manner
or loss except to the extent that it relates to items in which the Group expects, at the reporting date, to
recognised in other comprehensive income or directly recover or settle the carrying amount of its assets and
in equity. liabilities.

Current tax Minimum Alternative Tax (‘MAT’) credit entitlement

Current tax comprises the expected tax payable or under the provisions of the Income-tax Act, 1961 is
receivable on the taxable income or loss for the year recognised as a deferred tax asset when it is probable
and any adjustment to the tax payable or receivable in that future economic benefit associated with it in the
respect of previous years. The amount of current tax form of adjustment of future income tax liability, will
reflects the best estimate of the tax amount expected flow to the Group and the asset can be measured

Annual Report 2021-22 107

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

reliably. MAT credit entitlement is set off to the extent an average rate if the average rate approximates the
allowed in the year in which the Group becomes liable actual rate at the date of transaction.
to pay income taxes at the enacted tax rates. MAT credit
entitlement is reviewed at each reporting date and is Foreign currency translation differences are recognised
recognised to the extent that is probable that future in other comprehensive income and accumulated in
taxable profits will be available against which they can equity and attributed to non-controlling interests as
be used. MAT credit entitlement has been presented applicable.
as deferred tax asset in Balance Sheet. Significant
management judgment is required to determine the (l) Revenue recognition
probability of recognition of MAT credit entitlement. Under Ind AS 115 - Revenue from Contracts with
Customers, revenue is recognised upon transfer of
Deferred tax assets and deferred tax liabilities are control of promised goods or services to customers.
offset only if there is a legally enforceable right to offset Revenue is measured at the fair value of the
current tax liabilities and assets levied by the same tax consideration received or receivable, excluding
authorities. discounts, incentives, performance bonuses, price
concessions, amounts collected on behalf of third
(k) Foreign currency transactions and translations
parties, or other similar items, if any, as specified in
Monetary and non-monetary transactions in foreign the contract with the customer. Revenue is recorded
currencies are initially recorded in the functional provided the recovery of consideration is probable and
currency of the Group at the exchange rates at the date determinable.
of the transactions.
Sale of products
Monetary foreign currency assets and liabilities Revenue from the sale of manufactured and traded
remaining unsettled on reporting date are translated goods products is recognised upon transfer of control
at the rates of exchange prevailing on reporting date. of products to the customers which coincides with
Gains/(losses) arising on account of realisation/ their delivery to customer and is measured at fair
settlement of foreign exchange transactions and on value of consideration received/receivable, net of
translation of monetary foreign currency assets and discounts, amount collected on behalf of third parties
liabilities are recognised in the consolidated Statement and applicable taxes.
of profit and loss.
Revenue from outdoor catering services is recognised
Foreign exchange gains / (losses) arising on translation at a point in time, on completion of the respective
of foreign currency monetary loans are presented in the services agreed to be provided, the consideration is
consolidated Statement of profit and loss on net basis. reliably determinable and no significant uncertainty
However, foreign exchange differences arising from exists regarding the collection. The amount recognised
foreign currency monetary loans to the extent regarded as revenue is net of applicable taxes.
as an adjustment to borrowing costs are presented in
the consolidated Statement of profit and loss, within Service income and management fee
finance costs.
Revenue from marketing support services, management
fee and auxiliary and business support services are
Foreign operations
in terms of agreements with the customers and are
The assets and liabilities of foreign operations recognised on the basis of satisfaction of performance
including goodwill and fair value adjustments arising obligation over the duration of the contract from
on acquisition, are translated into Indian rupees (`), the date the contracts are effective or signed
the functional currency of the Group at the exchange provided the consideration is reliably determinable
rate at the reporting date. The income and expenses and no significant uncertainty exists regarding the
of foreign operations are translated to Indian rupees collection. The amount recognised as revenue is net of
(`) at exchange rates at the date of transactions or applicable taxes.

108 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Rental income A financial asset being ‘debt instrument’ is measured

at the amortised cost if both of the following conditions
Revenue from rentals is recognised over the period
are met:
of the contract provided the consideration is reliably
determinable and no significant uncertainty exists • The financial asset is held within a business model
regarding the collection. The amount recognised as whose objective is to hold assets for collecting
revenue is net of applicable taxes. contractual cash flows, and
• The contractual terms of the financial asset give
Scrap sale
rise on specified dates to cash flows that are
Sale of scrap is recognised upon transfer of control of Solely Payments of Principal and Interest (SPPI)
products to the customers which coincides with their on the principal amount outstanding.
delivery to customer.
A financial asset being ‘debt instrument’ is measured
Interest income at the FVTOCI if both of the following criteria are met:
Interest income on financial assets (including deposits
The asset is held within the business model,
• 
with banks) is recognised using the effective interest
whose objective is achieved both by collecting
rate method. contractual cash flows and selling the financial
assets, and
(m) Financial instruments
A financial instrument is any contract that gives rise to • The contractual terms of the financial asset give
rise on specified dates to cash flows that are SPPI
a financial asset of one entity and a financial liability or
on the principal amount outstanding.
equity instrument of another entity.
A financial asset being equity instrument is measured
Financial assets at FVTPL.
Recognition and initial measurement All financial assets not classified as measured at
Trade receivables and debt instruments are initially amortised cost or FVTOCI as described above are
recognised when they are originated. All other financial measured at FVTPL.
assets are initially recognised when the Group becomes
a party to the contractual provisions of the instrument. Subsequent measurement
All financial assets are initially measured at fair value Financial assets at amortised cost
plus, for an item not at fair value through consolidated
These assets are subsequently measured at amortised
Statement of profit and loss, transaction costs that are cost using the effective interest method. The amortised
attributable to its acquisition or use. cost is reduced by impairment losses, if any. Interest
income and impairment are recognised in the
Classification
consolidated Statement of profit and loss.
For the purpose of initial recognition, the Group
classifies its financial assets in following categories: Financial assets at FVTPL
• Financial assets measured at amortised cost; These assets are subsequently measured at fair value.
Net gains and losses, including any interest income,
• Financial assets measured at fair value through are recognised in the consolidated Statement of profit
other comprehensive income (FVTOCI); and and loss.
• Financial assets measured at fair value through
profit and loss (FVTPL) Derecognition
The Group derecognises a financial asset when the
Financial assets are not reclassified subsequent to contractual rights to the cash flows from the financial
their initial recognition, except if and in the period asset expire, or it transfers the rights to receive the
the Group changes its business model for managing contractual cash flows in a transaction in which
financial assets. substantially all of the risks and rewards of ownership

Annual Report 2021-22 109

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

of the financial asset are transferred or in which the Compound financial instruments
Group neither transfers nor retains substantially all Compound financial instruments are bifurcated into
of the risks and rewards of ownership and it does not liability and equity components based on the terms of
retain control of the financial asset. Any gain or loss the contract.
on derecognition is recognised in the consolidated
Statement of profit and loss. The liability component of compound financial
instruments is initially recognised at the fair value of a
Impairment of financial assets (other than at fair value)
similar liability that does not have an equity conversion
The Group recognises loss allowances using the option. The equity component is initially recognised at
Expected Credit Loss (ECL) model for the financial the difference between the fair value of the compound
assets which are not fair valued through profit and financial instrument as a whole and the fair value
loss. Loss allowance for trade receivables with no of the liability component. Any directly attributable
significant financing component is measured at an transaction costs are allocated to the liability and
amount equal to lifetime ECL. For all other financial equity components in proportion to their initial carrying
assets, expected credit losses are measured at an amounts.
amount equal to the 12-month ECL, unless there has
been a significant increase in credit risk from initial Subsequent to the initial recognition, the liability
recognition, in which case those financial assets are component of the compound financial instrument is
measured at lifetime ECL. The changes (incremental or measured at amortised cost using the effective interest
reversal) in loss allowance computed using ECL model, method. The equity component of the compound
are recognised as an impairment gain or loss in the financial instrument is not measured subsequently.
consolidated Statement of profit and loss.
Interest on liability component is recognised in
Financial liabilities consolidated Statement of profit and loss. On
Recognition and initial measurement conversion, the liability component is reclassified to
All financial liabilities are initially recognised when the equity and no gain or loss is recognised.
Group becomes a party to the contractual provisions
of the instrument. All financial liabilities are initially Derecognition
measured at fair value minus, for an item not at fair The Group derecognises a financial liability when its
value through profit and loss, transaction costs that are contractual obligations are discharged or cancelled, or
attributable to the liability. expired.

Classification and subsequent measurement The Group also derecognises a financial liability when
Financial liabilities are classified as measured at its terms are modified and the cash flows under the
amortised cost or FVTPL. modified terms are substantially different. In this case,
a new financial liability based on modified
A financial liability is classified as FVTPL if it is
classified as held-for-trading, or it is a derivative or it terms is recognised at fair value. The difference
is designated as such on initial recognition. Financial between the carrying amount of the financial liability
liabilities at FVTPL are measured at fair value and net extinguished and the new financial liability with
gains and losses, including any interest expense, are modified terms is recognised in the consolidated
recognised in the consolidated Statement of profit Statement of profit and loss.
and loss.
Offsetting of financial instruments
Financial liabilities other than classified as FVTPL, Financial assets and financial liabilities are offset, and
are subsequently measured at amortised cost using the net amount presented in the consolidated Balance
the effective interest method. Interest expense are Sheet when, and only when, the Group currently has a
recognised in consolidated Statement of profit and loss. legally enforceable right to set off the amounts and it
Any gain or loss on derecognition is also recognised in intends either to settle them on a net basis or to realise
the consolidated Statement of profit and loss. the assets and settle the liabilities simultaneously.

110 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Derivative financial instruments Liabilities

The Group holds derivative financial instruments to A liability is classified as current when it satisfies any
hedge its interest rate risk exposures. Such derivative of the following criteria:
financial instruments are initially recognised at fair
value. Subsequent to initial recognition, derivatives • it is expected to be settled in the Group’s normal
are measured at fair value, and changes therein are operating cycle;
recognised in consolidated Statement of profit and • it is held primarily for the purpose of being traded;
loss.
• it is due to be settled within 12 months after the
(n) Earnings per share reporting period; or
The Group presents basic and diluted earnings per • the Group does not have an unconditional right
share (EPS) data for its equity shares. Basic EPS is to defer settlement of the liability for at least 12
calculated by dividing the consolidated Statement of months after the reporting period. Terms of a
profit and loss attributable to equity shareholders of the liability that could, at the option of the counterparty,
Group by the weighted average number of equity shares result in its settlement by the issue of equity
outstanding during the year. Diluted EPS is determined instruments do not affect its classification.
by adjusting consolidated Statement of profit and loss
attributable to equity shareholders and the weighted Deferred tax assets and liabilities are classified as non-
average number of equity shares outstanding, for the
current assets and liabilities.
effects of all dilutive potential equity shares, which
comprise share options granted to employees.
Operating cycle

The number of equity shares and potentially dilutive The operating cycle is the time between the acquisition
equity shares are adjusted retrospectively for all periods of assets for processing and their realisation in cash
presented for any share splits and bonus shares issues or cash equivalents. Based on the nature of operations
including for changes effected prior to the approval of and the time between the acquisition of assets for
the financial statements by the Board of Directors. processing and their realisation in cash and cash
equivalents, the Group has ascertained its operating
(o) Current and non-current classification cycle being a period of 12 months for the purpose of
All assets and liabilities are classified into current and classification of assets and liabilities as current and
non-current. non- current.

Assets (p) Cash and cash equivalents

An asset is classified as current when it satisfies any of Cash and cash equivalents comprises of cash at banks
the following criteria: and on hand, cheques on hand and short-term deposits
with an original maturity of three months or less, which
it is expected to be realised in, or is intended
•  are subject to an insignificant risk of changes in value.
for sale or consumption in, the Group’s normal
operating cycle; (q) Segment reporting
• it is held primarily for the purpose of being traded; As the Group’s business activity primarily falls within
a single business and the geographical segments
• it is expected to be realised within 12 months after
considered are “within India” and “outside India” and
the reporting date; or
the Chief Operating Decision Maker monitors the
• it is cash or cash equivalent unless it is restricted operating results of its business units not separately
from being exchanged or used to settle a liability for the purpose of making decisions about resource
for at least 12 months after the reporting period. allocation and performance assessment. Segment
performance is evaluated based on profit or loss and
Current assets include the current portion of non- is measured consistently with profit or loss in the
current financial assets. All other assets are classified consolidated financial statements, accordingly the
as non-current. relevant disclosures has been provided under Ind

Annual Report 2021-22 111

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

AS 108 –“Segment Reporting”. The management business or geographical area of operations, is part
considers that the various goods and services provided of a single coordinated plan to dispose of such a line
by the Group constitutes single business segment, of business or area of operations, or is a subsidiary
since the risk and rewards from these services are not acquired exclusively with a view to resale. rofit or loss
different from one another.The analysis of geographical from discontinued operations comprise the post-tax
segments is based on geographical location of the profit or loss of discontinued operations and the post-
customers. tax gain or loss resulting from the measurement and
disposal of assets classified as held for sale. Any profit
(r) Functional and presentation currency or loss arising from the sale or re-measurement of
discontinued operations is presented as part of a single
The management has determined the currency of the
line item, profit or loss from discontinued operations
primary economic environment in which the Group
separately in the statement of profit and loss.
operates, i.e., the functional currency, to be Indian
Rupees (`). The financial statements are presented (v) Share issue expense
in Indian Rupees, which is the Group’s functional and
Share issue expenses are adjusted against the
presentation currency. All amounts have been rounded
Securities Premium Account as permissible under
to the nearest millions up to two decimal places, unless
Section 52 of the Companies Act, 2013, to the extent
otherwise stated. Consequent to rounding off, the
any balance is available for utilisation in the Securities
numbers presented throughout the document may not Premium Account. Share issue expenses in excess
add up precisely to the totals and percentages may not of the balance in the Securities Premium Account is
precisely reflect the absolute amounts. expensed in the Statement of profit and loss.

(s) Exceptional items (w) Recent accounting pronouncements

Exceptional items are transactions which due to their Ministry of Corporate Affairs (“MCA”) notifies new
size or incidence are separately disclosed to enable a standard or amendments to the existing standards
full understanding of the Group’s financial performance. under Companies (Indian Accounting Standards)
Rules as issued from time to time. On 23 March 2022,
(t) Cash flow statement MCA amended the Companies (Indian Accounting
Cash flows are reported using indirect method, whereby Standards) Amendment Rules, 2022, applicable from 1
profit before tax is adjusted for the effects transactions April 2022, as below:
of a non-cash nature and any deferrals or accruals of
past or future cash receipts or payments. The cash Ind AS 103 – Reference to Conceptual Framework
flows from regular revenue generating, financing The amendments specifiy that to qualify for recognition
and investing activities of the Group are segregated. as part of applying the acquisition method, the
Cash and cash equivalents in the cash flow comprise identifiable assets acquired and liabilities assumed
cash at bank, cash/cheques in hand and short-term must meet the definitions of assets and liabilities in the
investments with an original maturity of three months Conceptual Framework for Financial Reporting under
or less. Indian Accounting Standards (Conceptual Framework)
issued by the Institute of Chartered Accountants of
(u) Discontinued operations India at the acquisition date. These changes do not
A discontinued operation is a component of the entity significantly change the requirements of Ind AS 103.
that has been disposed of or is classified as held The Company does not expect the amendment to have
for sale and that represents a separate major line of any significant impact in its financial statements.

112 Devyani International Limited

 Notes forming part of the Consolidated Financial Statements
for the year ended 31st March, 2022
(` in millions, except for share data and if otherwise stated)
3A. Property, plant and equipment
Particulars Freehold Buildings Leasehold Plant and Furniture Electrical Office Computers Utensil Vehicles Total
Land improvements equipment and fittings equipments and kitchen
fixtures equipments
Gross carrying amount
As at 31 March 2020 103.91 431.93 2,452.05 3,148.43 500.19 139.27 195.11 392.40 278.17 65.46 7,706.92
Acquisitions through business - - 216.80 98.96 10.83 - 0.03 8.51 23.23 2.34 360.70
combination (refer note 51)
Additions other than above - 23.39 275.43 415.77 42.66 6.13 26.49 80.95 54.21 13.47 938.50
Disposals - - 603.92 590.78 171.74 39.79 32.05 87.69 106.68 36.35 1,669.00
Exchange differences on translation - - (28.02) (19.36) (12.41) - (0.70) - - (0.23) (60.72)
of foreign operations
As at 31 March 2021 103.91 455.32 2,312.34 3,053.02 369.53 105.61 188.88 394.17 248.93 44.69 7,276.40
Additions - 3.01 736.06 1,295.32 111.43 28.64 87.35 247.77 189.46 6.67 2,705.71
Disposals - - 66.07 109.95 34.29 3.72 5.43 12.96 37.99 6.39 276.80
Exchange differences on translation - - (20.44) (14.92) (9.47) - (0.55) - - (0.31) (45.69)
of foreign operations
As at 31 March 2022 103.91 458.33 2,961.89 4,223.47 437.20 130.53 270.25 628.98 400.40 44.66 9,659.62
Accumulated depreciation
As at 31 March 2020 - 41.20 915.63 1,001.74 248.48 58.73 57.22 158.58 101.85 45.61 2,629.04
Depreciation - 14.16 260.55 365.88 65.03 11.70 22.37 63.68 37.02 7.69 848.08
Disposals - - 253.20 241.84 98.90 26.33 15.47 73.00 59.33 32.77 800.84
Exchange differences on translation - - (17.57) (11.22) (6.58) - (0.54) - - (0.07) (35.98)
of foreign operations
As at 31 March 2021 - 55.36 905.41 1,114.56 208.03 44.10 63.58 149.26 79.54 20.46 2,640.30
Depreciation - 14.49 305.99 352.17 46.26 12.59 22.30 82.84 49.87 7.38 893.89
Overview
Corporate

Disposals - - 35.45 83.14 32.04 2.91 3.22 9.23 33.61 5.25 204.85
Exchange differences on translation - - (13.70) (9.05) (5.29) - (0.48) - - (0.10) (28.62)
of foreign operations
As at 31 March 2022 - 69.85 1,162.25 1,374.54 216.96 53.78 82.18 222.87 95.80 22.49 3,300.72
Accumulated impairment
As at 31 March 2020 - 24.17 89.54 142.12 10.44 4.02 5.27 6.40 6.55 2.83 291.34
Impairment loss 22.65 1.90 216.39 165.23 10.70 10.91 19.56 10.82 45.95 2.46 506.57
Impairment (reversal) - - (16.69) (29.69) (1.07) (1.07) (0.58) (1.99) (0.41) (0.01) (51.51)
Disposals 22.65 - 246.97 63.90 9.57 8.74 10.43 7.78 43.56 3.44 417.04
As at 31 March 2021 - 26.07 42.27 213.76 10.50 5.12 13.82 7.45 8.53 1.84 329.36
Reports

Impairment loss - - 20.70 36.52 0.93 0.64 1.15 3.33 3.32 0.13 66.72
Statutory

Impairment (reversal) - (16.62) (32.60) (76.40) (3.21) (1.60) (1.83) (2.46) (2.66) (0.46) (137.84)
Disposals - - 4.63 5.45 0.82 0.49 0.37 0.28 1.29 0.63 13.96
As at 31 March 2022 - 9.45 25.74 168.43 7.40 3.67 12.77 8.04 7.90 0.88 244.28
Net carrying amount
As at 31 March 2021 103.91 373.89 1,364.66 1,724.70 151.00 56.39 111.48 237.46 160.86 22.39 4,306.74
As at 31 March 2022 103.91 379.03 1,773.90 2,680.50 212.84 73.08 175.30 398.07 296.70 21.29 6,114.62
Note:

Annual Report 2021-22

i) For details regarding charge on property, plant and equipment- refer note 17
ii) For details regarding capitalisation of expenses incurred during construction periodt- refer note 41
Financial

iii) For details regarding contractual commitments for the acquisition of property, plant and equipment 39

113
Statements

vi) For details regarding impairment - refer note 42

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

3B. Capital work-in-progress (CWIP)

As at As at
Particulars
31 March 2022 31 March 2021
As at 1 April 2020 142.75 135.27
Additions 2,505.75 909.12
Transfers to property, plant and equipment (2,580.08) (901.64)
As at 31 March 2021 68.42 142.75

CWIP ageing schedule

Amount in CWIP for a period of Total
Particulars
Less than 1 year 1-2 years 2-3 years More than 3 years*
Projects in progress
As on 31 March 2022 21.50 0.73 0.08 46.11 68.42
As on 31 March 2021 66.67 12.78 0.02 63.28 142.75

In one of the subsidiaries, it had started a few store’s constructions more than 3 years ago but could not complete
because of uncertain business circumstances and pandemic for the last two years. It plans to complete all the pending
stores in the coming financial years.
Further, apart from the above there are no other projects (new stores) as on each reporting period where activity had
been suspended except few projects in the previous year which were temporarily suspended due to Covid 19 restrictions.
Also there are no projects as on the reporting period which has exceeded cost as compared to its original plan or where
completion is overdue.
4. Right-of-use assets (refer note 36)
Amounts recognised in balance sheet
The balance sheet shows the following amounts relating to leases:
As at As at
Particulars
31 March 2022 31 March 2021
Right-of-use assets
Leasehold property* 11,090.14 7,204.70
Accumulated amortisation (2,029.80) (424.26)
Accumulated impairment (149.70) (120.24)
Net carrying amount 8,910.64 6,660.20
* includes the addition of ` 3,440.91 (31 March 2021 : ` 2,848.57)

5. Investment properties (refer note 37)

Leasehold Owned Total
Investment Investment
Properties Properties
Gross carrying amount
As at 1 April 2020 467.49 - 467.49
Additions 11.96 169.63 181.59
Disposals (122.73) - (122.73)
As at 31 March 2021 356.72 169.63 526.35
Additions - - -
Disposals - - -
As at 31 March 2022 356.72 169.63 526.35

114 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Leasehold Owned Total

Investment Investment
Properties Properties
Accumulated depreciation
As at 1 April 2020 52.73 - 52.73
Depreciation 46.74 1.41 48.15
Disposals (31.19) - (31.19)
As at 31 March 2021 68.28 1.41 69.69
Depreciation 33.81 5.65 39.46
Disposals - - -
As at 31 March 2022 102.09 7.06 109.15
Accumulated impairment
As at 1 April 2020 0.77 - 0.77
Impairment loss (refer note 37) - - -
As at 31 March 2021 0.77 - 0.77
Impairment loss (refer note 37) 65.43 - 65.43
As at 31 March 2022 66.20 - 66.20
Net carrying amount
As at 31 March 2021 287.67 168.22 455.89
As at 31 March 2022 188.43 162.57 351.00

6 Goodwill
Goodwill on Goodwill Amount
consolidation on business
combination
Gross carrying amount
As at 1 April 2020 206.17 84.46 290.63
Acquisitions through business combination (refer note 51) - 420.11 420.11
As at 31 March 2021 206.17 504.57 710.74
Acquisitions - - -
As at 31 March 2022 206.17 504.57 710.74
Accumulated impairment
As at 1 April 2020 66.29 - 66.29
Impairment loss - - -
As at 31 March 2021 66.29 - 66.29
Impairment loss - - -
As at 31 March 2022 66.29 - 66.29
Net carrying amount
As at 31 March 2021 139.88 504.57 644.45
As at 31 March 2022 139.88 504.57 644.45

Annual Report 2021-22 115

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Impairment testing for goodwill

Goodwill on consolidation
The Group tests goodwill on consolidation for impairment annually. For the purposes of impairment testing, goodwill on
consolidation is allocated to respective subsidiary entity “CGU” within the Group.

The carrying amount of goodwill is attributable to the following CGU / group of CGUs:
As at As at
Particulars
31 March 2022 31 March 2021
Devyani Food Street Private Limited 139.88 139.88
Devyani Airport Services (Mumbai) Private Limited - -
RV Enterprizes Pte. Limited - -
Total 139.88 139.88

For CGU’s containing goodwill, management conducts impairment assessment and compares the carrying amount
of such CGU with its recoverable amount. Recoverable amount is value in use of the CGU computed based upon
discounted cash flow projections. The key assumptions used for computation of value in use are the sales growth rate
and discount rate as specified below. The key assumptions have been determined based on management’s calculations
after considering, past experiences and other available internal information and are consistent with external sources of
information to the extent applicable.

Key assumptions
As at As at
Particulars
31 March 2022 31 March 2021
Discount rate 18.50% 19.00% - 21.00%
Average sales growth rate 25.00% 32 -36%

Discount rate is the weighted average cost of capital of the respective subsidiary (CGU).

The Group, for CGU, has considered it appropriate to undertake the impairment assessment with reference to the
latest business plan which includes a 5 years (approximately) cash flow forecast and applicable terminal growth rate.
Terminal growth is used to extrapolate the cash flows beyond the projected period.

Goodwill on business combination

During the previous years, the Group had acquired 73 stores from Yum Restaurants (India) Private Limited (“Yum”) in the
States of Goa, Kerala, Karnataka, Andhra Pradesh and Telangana (except in the city of Hyderabad). The Group acquired
goodwill of ` 504.57 through business combinations which is attributable to the operational synergies and expansion
on market share. In order to further expand its business operations, the Group has opened new stores in these States.

The Group has tested goodwill for impairment on the basis of acquired stores as well as new stores. Management
periodically assesses whether there is an indication that such goodwill may be impaired. For goodwill, where impairment
indicators exists, management compares the carrying amount of such goodwill with its recoverable amount. As on the
reporting date, the recoverable amount of this cash generating unit is determined at ` 1,704.57 (31 March 2021: `
892.48). Recoverable amount is value in use of these stores computed based upon projected cash flows from operations
with sales growth of 5%-20% (31 March 2021: Nil-5%) and salary growth rate of 6% (31 March 2021: 6%), over balance
lease term, discounted at rate (determined by an independent registered valuer) of 12.15% p.a (31 March 2021: 12.17%
p.a.). As the recoverable amount is in excess of the carrying amount of goodwill, hence no impairment loss has been
recorded on the aforesaid goodwill during the year.

116 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

7. Other intangible assets

Franchisee License fees Computer Total
rights softwares
Gross carrying amount
As at 1 April 2020 143.61 563.88 109.59 817.08
Acquisitions through business combination (refer note 51) 916.22 198.79 - 1,115.01
Additions other than above - 343.31 5.14 348.45
Disposals/adjustments - 51.36 8.97 60.33
Exchange differences on translation of foreign operations - (2.04) - (2.04)
As at 31 March 2021 1,059.83 1,052.58 105.76 2,218.17
Additions - 146.90 58.83 205.73
Disposals/adjustments - 326.41 1.62 328.03
Exchange differences on translation of foreign operations - (6.37) - (6.37)
As at 31 March 2022 1,059.83 866.70 162.97 2,089.50
Accumulated amortisation
As at 1 April 2020 - 145.15 68.92 214.07
Amortisation 48.46 80.34 14.54 143.34
Disposals - 19.91 8.37 28.28
Exchange differences on translation of foreign operations - (1.21) - (1.21)
As at 31 March 2021 48.46 204.37 75.09 327.92
Amortisation 105.50 87.84 9.77 203.11
Disposals - 14.31 0.93 15.24
Exchange differences on translation of foreign operations - (5.82) - (5.82)
As at 31 March 2022 153.96 272.08 83.93 509.97
Accumulated impairment
As at 1 April 2020 - 17.93 7.66 25.59
Impairment loss - 41.17 0.35 41.52
Impairment (reversal) - (4.07) - (4.07)
Disposals - 27.37 0.61 27.98
As at 31 March 2021 - 27.66 7.40 35.06
Impairment loss - 25.93 - 25.93
Impairment (reversal) - (10.45) (3.97) (14.42)
Disposals - 1.70 0.05 1.75
As at 31 March 2022 - 41.44 3.38 44.82
Net carrying amount
As at 31 March 2021 1,011.37 820.55 23.27 1,855.19
As at 31 March 2022 905.87 553.18 75.66 1,534.71
Notes:
i) There are no internally generated/ developed intangible assets.
ii) For details regarding impairment- refer note 42.

Annual Report 2021-22 117

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

8 Other financial assets

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unsecured, considered good
Security deposits^ 529.85 435.36 144.34 141.57
Bank deposits * # 7.23 14.95 841.49 0.07
Lease rental receivables 41.22 56.27 20.27 11.73
Finance lease receivables 84.70 96.16 11.64 10.03
Other receivables - - 324.88 84.23
663.00 602.74 1,342.62 247.63
Other receivables and security deposits - - 13.76 4.50
(credit impaired)
Less: loss allowance - - (13.76) (4.50)
663.00 602.74 1,342.62 247.63
^ Security deposits (which meet the definition of a financial asset as per Ind AS 32) have been included in ‘other financial
assets’ line item as per amended Schedule III of the Companies Act, 2013. Previously, these deposits were included in
‘loans’ line item.
* Bank deposits include ` 7.23 (31 March 2021 : ` 14.95) as deposits with banks under lien. These deposits are used for
issuing letter of credit/standby letter of credit/ bank guarantees.
# Includes interest accrued but not due on bank deposits amounting to ` 14.92 (31 March 2021: ` 0.01)

9 Other assets
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Capital advances 289.80 147.42 - -
Other advances:
- Amount paid under protest 7.41 - - -
- Prepaid expenses 4.21 15.13 54.01 33.01
- Prepaid rent 5.83 5.73 1.43 7.47
- Balance with statutory/government 20.71 26.13 134.76 72.21
authorities
- Advances to employees - - 37.95 25.07
- Advance to suppliers 0.33 0.15 73.14 70.10
328.29 194.56 301.29 207.86
Less: loss allowance - - (6.81) (6.28)
328.29 194.56 294.48 201.58

10 Inventories
As at As at
Particulars
31 March 2022 31 March 2021
(Valued at the lower of cost and net realisable value)
Raw materials including packaging materials 854.86 621.97
854.86 621.97

118 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

11 Trade receivables
As at As at
Particulars
31 March 2022 31 March 2021
Trade receivables
- Considered good- unsecured 210.54 168.80
- Credit impaired 26.83 34.00
237.37 202.80
Less: loss allowance (refer note 35) (26.83) (34.00)
210.54 168.80

Sub notes:
Trade receivables includes receivables from related parties. Refer note 38
The carrying amount of trade receivables approximates their fair values, is included in note 35
The Group’s exposure to credit and currency risks, and impairment allowances related to trade receivables is disclosed
in note 35.

Trade receivables ageing schedule on 31 March 2022

Outstanding for following periods from due dates Total
Particulars Not Due Less than 6 months 1 -2 year 2-3 years More than
6 months -1 year 3 years
(i) Undisputed trade receivables- 178.94 26.43 0.58 4.53 0.06 - 210.54
considered good
(ii) Undisputed trade receivables - - - - - - -
which have significant increase in
credit risk
(iii) Undisputed trade rreceivables – - - 1.74 6.90 3.48 4.61 16.73
credit impaired
(iv) Disputed trade receivables - - - - - - -
considered good
(v) Disputed trade receivables which - - - - - - -
have significant increase in credit
risk
(vi) Disputed trade receivables-credit - - 0.25 1.48 5.47 2.90 10.10
impaired
Total 178.94 26.43 2.57 12.91 9.01 7.51 237.37

Trade receivables ageing schedule on 31 March 2021

Outstanding for following periods from due dates Total
Particulars Not Due Less than 6 months 1 -2 year 2-3 years More than
6 months -1 year 3 years
(i) Undisputed trade receivables- 143.33 20.01 4.08 0.74 0.64 - 168.80
considered good
(ii) Undisputed trade receivables - - - - - - -
which have significant increase in
credit risk
(ii) Undisputed trade receivables – - 0.05 8.00 19.41 1.41 1.40 30.27
credit impaired

Annual Report 2021-22 119

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Outstanding for following periods from due dates Total

Particulars Not Due Less than 6 months 1 -2 year 2-3 years More than
6 months -1 year 3 years
(iii) Disputed trade receivables - - - - - - -
considered good
(v) Disputed trade receivables which - - - - - - -
have significant increase in credit
risk
(iv) Disputed trade receivables-credit - - 0.12 0.71 0.38 2.52 3.73
impaired
Total 143.33 20.06 12.20 20.86 2.43 3.92 202.80

12 Cash and cash equivalents

As at As at
Particulars
31 March 2022 31 March 2021
Balances with banks :
- On current accounts 331.35 351.16
- in deposits accounts 180.35 -
Cash on hand 45.98 38.97
Cash in transit 16.78 9.49
574.46 399.62

13 Bank balances other than cash and cash equivalents

As at As at
Particulars
31 March 2022 31 March 2021
Other bank balances*
- On deposit account ^ 84.36 5.71
84.36 5.71
* Bank deposits ` 4.73 (31 March 2021: ` 5.71) as deposits with banks
under lien.
^ Includes interest accrued but not due on bank deposits amounting to ` 0.49
(31 March 2021: ` 0.01)

Note: Details of bank deposits summarised below:

Bank balances available on demand/deposits with original maturity of 3 180.35 -
months or less included under ‘Cash and cash equivalents’ (refer note 12)
Bank deposits due for maturity after 3 months and within 12 months of the 84.36 5.71
original maturity included under ‘Other Balances with banks’ (refer note 13)
Bank deposits due for maturity after 12 months of the original maturity 848.72 15.02
have been disclosed as 'Other financial assets' (refer note 8)
1,113.43 20.73

120 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

14 Equity share capital

As at As at
Particulars
31 March 2022 31 March 2021
Authorised
5,000,000,000 (31 March 2021 : 1,250,000,000) equity shares of ` 1/- each* 5,000.00 1,250.00
5,000.00 1,250.00
Issued, subscribed and fully paid -up
1,204,736,378 (31 March 2021 : 1,153,634,990) equity shares of ` 1/- each* 1,204.74 1,153.63
1,204.74 1,153.63

* The face value of equity shares of the Company has been split from ` 10/- to ` 1/- per share with effect from 25 March
2021

a) Reconciliation of the equity shares outstanding at the beginning and at the end of the year:
As at 31 March 2022 As at 31 March 2021
No. of shares Amount No. of shares Amount
Equity shares issued, subscribed and paid
up
At the beginning of the year 1,153,634,990 1,153.63 106,166,666 1,061.67
Issued during the year 51,101,388 51.11 9,196,833 91.96
At the end of the year 1,204,736,378 1,204.74 115,363,499* 1,153.63
*Equity shares of ` 1/- each as at 31 March - - 1,153,634,990 1,153.63
2021 pursuant to share split with effect
from 25 March 2021

b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity share having a par value of ` 1/- per share (pursuant to the share split from `
10/- to ` 1/- per share with effect from 25 March 2021). Each holder of the equity share is entitled to one vote per share
and is entitled to dividend declared, if any. The paid up equity shares of the Company rank pari-passu in all respects,
including dividend. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will
be entitled to remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will
be in proportion to the number of equity shares held by the shareholder.

During the previous year, Yum Restaurants India Private Limited (“YRIPL”) has been allotted 5,308,333 (pre-split of
shares) equity shares of ` 10/- each of the Company. Further, Dunearn Investments (Mauritius) Pte Limited (“Dunearn”),
and YRIPL, both the investors in the Company, enjoyed certain exit rights as defined in their respective Shareholder’s
Agreements executed with the Company. By virtue of amendment cum termination agreement entered on 3 May 2021,
their rights were terminated on the listing date i.e. 16 August 2021.

c) Shares reserved for issue under options and contracts

For terms and other details of shares reserved for issue and options exercised during the year under Employee Stock
Option Scheme (“ESOS”) of the Company- refer note 40.

Annual Report 2021-22 121

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

d) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

As at 31 March 2022 As at 31 March 2021
No. of shares % holding No. of shares % holding
- RJ Corp Limited, India, holding and
ultimate holding company
Equity shares of ` 1/- each fully paid-up* 714,821,970 59.33 804,821,970 69.76
714,821,970 59.33 804,821,970 69.76

e) Particulars of shareholders holding more than 5% shares in the Company

As at 31 March 2022 As at 31 March 2021
No. of shares % holding No. of shares % holding
- RJ Corp Limited, India, holding company
Equity shares of ` 1/- each 714,821,970 59.33 804,821,970 69.76
- Dunearn Investments (Mauritius) Pte
Limited
Equity shares of ` 1/- each 98,000,000 8.13 163,333,330 14.16
- Mr. Varun Jaipuria
Equity shares of ` 1/- each 39,625,617 3.29 70,047,260 6.07

f) Shareholding of Promoters
As at 31 March 2022 As at 31 March 2021
No. of % holding % Change No. of % holding % Change
shares During the shares During the
year year
- RJ Corp Limited, India, holding
company
Equity shares of ` 1/- each 714,821,970 59.33 (10.43) 804,821,970 69.76 (6.64)
- Mr. Varun Jaipuria
Equity shares of ` 1/- each 39,625,617 3.29 (2.78) 70,047,260 6.07 (0.53)
- Mr. Ravi Kant Jaipuria
Equity shares of ` 1/- each 2,114,103 0.18 (1.31) 17,114,100 1.48 (0.13)

g) For the period of five years immediately preceding the date of the consolidated Balance Sheet, there was no share
allotment made for consideration other than cash. Further, no bonus shares have been issued and there has been no
buy back of shares during the period of five years immediately preceding 31 March 2022 and 31 March 2021.

122 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

15 Other equity (refer Consolidated Statement of Changes in Equity)

a) Reserves and Surplus (attributable to owners of the Company)
As at As at
Particulars
31 March 2022 31 March 2021
Share application money pending allotment - -
Securities premium 12,450.28 8,126.54
General reserve 5.47 5.47
Retained earnings (7,656.48) (8,874.67)
Employee stock options outstanding account (refer note 40) 44.27 14.40
Exchange difference of translation of foreign operations 814.75 712.36
Total 5,658.29 (15.90)
i) Securities premium is used to record the premium on issue of shares. It will be utilised in accordance with the
provisions of the Companies Act, 2013.
ii) General reserve are free reserves of the Group which are kept aside out of the Company’s profit to meet the future
requirements as and when they arise. The Group had, in the previous years, transferred a portion of profit after tax
to general reserve pursuant to the provisions of the erstwhile Companies Act, 1956.
iii) Retained earnings are the accumulated losses earned by the Company till date, as adjusted for distribution to
owners.
iv) Employee stock option outstanding account is used to record the impact of employee stock option schemes. Refer
note 40 for further details of these plans.

b) Other comprehensive income - Exchange differences of translation of foreign operations

i) Other comprehensive income pertains to remeasurement gains/ (losses) on defined benefit plans
ii) Exchange differences on translation of foreign operations are foreign currency translation differences which are
recognised in other comprehensive income.

16 Lease liabilities (refer note 36)

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Lease liabilities 10,305.33 7,936.96 912.13 787.38
10,305.33 7,936.96 912.13 787.38

17 Borrowings
Non-current Current*
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Term loans (secured) from banks:
Indian rupee term loans 609.17 2,923.83 0.11 447.12
Foreign currency term loans - 143.90 - 111.68

Annual Report 2021-22 123

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Non-current Current*
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unsecured term loans from others: - -
Redeemable, non-cumulative, non- - 77.23 - 24.18
convertible preference shares
Bodies corporate (refer note 38) 464.59 448.69 246.36 245.54
1,073.76 3,593.65 246.47 828.52

The information about the Group’s exposure to interest rate, foreign currency and liquidity risks is included in note 35.
* Current portion of long-term borrowings includes interest accrued of ` 0.11 (31 March 2021: ` 0.88). The same has
been included in ‘Current borrowings’ (refer note 18).

Changes in liabilities arising from financing activities

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Opening balance of borrowings and lease liabilities:
Indian rupee term loans 3,370.95 3,365.85
Term loan- unsecured 694.23 713.86
Foreign currency term loans 255.58 349.07
Redeemable, non-cumulative, non-convertible preference shares 101.41 107.59
Lease liabilities 8,724.34 12,881.87
Cash credit facilities from banks 211.10 904.56
Cash flows
Proceeds from non-current borrowings 609.17 2,355.86
Repayment of non-current borrowings (3,729.28) (2,401.07)
(Repayments)/proceeds of cash credit and overdraft facilities from (206.53) (693.46)
banks (net)
Finance cost paid (146.99) (492.24)
Payment of lease liabilities- principal # (366.36) -
Payment of lease liabilities- interest (1,083.38) (825.69)
Non-cash changes
Foreign currency exchange fluctuations due to reinstatement 0.57 (28.87)
Exchange difference of translation of foreign operations 16.69 (9.80)
Changes in loans received at amortisation cost 32.53 (3.79)
Finance cost expense 1,269.95 1,577.59
Gain on modification of financial instrument (32.53) -
Gain on modification of leases (8.08) (52.71)
Gain on termination of leases (13.49) (611.39)
Rent concession (358.82) (1,158.89)
Additions/remeasurement of lease liabilities 3,233.74 (2,620.73)
Closing balance of loans
Indian rupee term loans 609.28 3,370.95
Term loan- unsecured 710.95 694.23
Foreign currency term loans - 255.58
Redeemable, non-cumulative, non-convertible preference shares - 101.41
Lease liabilities 11,217.46 8,724.34
Cash credit facilities from banks 4.57 211.10

# Nil on account of adjustment for rent concessions for the year ended 31 March 2021

124 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Terms of borrowings and security from banks

Sr. Bank/Party Description 31 March 2022 Terms of repayment
no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
1 RBL Bank Limited ` Term loan - - Prepaid on 16 August 2021 - - Monthly -
- 10
2 RBL Bank Limited ` WCTL 609.17 0.11 - 9 instalments during 62 48 Monthly 6.00%
Term loan FY 2023-24 - ` 12.69 each -6.42%
- II - 12 instalments during
FY 2024-25 - ` 12.69 each
- 12 instalments during
FY 2025-26 - ` 12.69 each
- 12 instalments during
FY 2026-27 - ` 12.69 each
- 3 instalments during
FY 2027-28 - ` 12.69 each
3 Axis Bank Limited ` Term loan - - Prepaid on 16 August 2021 - - Quarterly -
-1
4 Axis Bank Limited ` Term loan - - Prepaid on 16 August 2021 - - Quarterly -
-8
5 Yes Bank Limited USD Term - - Prepaid on 18 August 2021 - - Quarterly -
loan - 1
6 Yes Bank Limited USD Term - - Prepaid on 18 August 2021 - - Quarterly -
loan - 2
7 IndusInd Bank ` Term loan - - Prepaid on 16 August 2021 - - Quarterly -
Limited -4
8 IndusInd Bank ` Term loan - - Prepaid on 16 August 2021 - - Quarterly -
Limited -6
9 IndusInd Bank ` Term loan - - Prepaid on 16 August 2021 - - Quarterly -
Limited -9
10 SBM Bank ` Term loan - - Repaid on 2 April 2021 - - Quarterly -
Limited -7
11 High Street Food ` Term - - Fully Repaid on 15th July 2021 - - Quarterly -
Services Private Loan
Limited
12 High Street Food Prefrence - - The Group purchased the preference - - - -
Services Private Share* shares on 12th July 2021 from High
Limited Street Food Services Private Limited.
13 Everest Bank NPR Term - - Fully Repaid on 10th September - - Quarterly -
Limited Loan 1 2021
14 Everest Bank NPR Term - - Fully Repaid on 10th September - - Quarterly -
Limited Loan 2 2021
15 Chellarams Plc NGN 1.55 1.03 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2022-23-
` 0.52 each
- 2 instalments during 2023-24-
` 0.52 each
- 1 instalment during 2024-25-
` 0.50

Annual Report 2021-22 125

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2022 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
16 Chellarams Plc NGN 6.10 4.07 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2022-23-
` 2.03 each
- 2 instalments during 2023-24-
` 2.03 each
- 1 instalment during 2024-25-
` 2.015
17 Chellarams Plc NGN 7.69 5.12 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2022-23-
` 2.56 each
- 2 instalments during 2023-24-
` 2.56 each
- 1 instalment during 2024-25-
` 2.57
18 Chellarams Plc NGN 11.30 5.65 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 1.41 each
- 4 instalments during 2023-24-
` 1.41 each
- 3 instalments during 2024-25-
` 1.41 each
- 1 instalment during 2024-25-
` 1.44
19 Chellarams Plc USD 107.39 53.70 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 13.42 each
- 4 instalments during 2023-24-
` 13.42 each
- 3 instalments during 2024-25-
` 13.42 each
- 1 instalment during 2024-25-
` 13.47

126 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2022 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
20 Chellarams Plc USD 91.27 45.64 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and
TL repayable in 12 quarterly
instalments as below mentioned :
- 4 instalments during 2022-23-
` 11.41 each
- 4 instalments during 2023-24-
` 11.41 each
- 3 instalments during 2024-25-
` 11.41 each
- 1 instalment during 2024-25-
` 11.40
21 Chellarams Plc USD 42.95 21.48 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 5.37 each
- 4 instalments during 2023-24-
` 5.37 each
- 3 instalments during 2024-25-
` 5.37 each
- 1 instalment during 2024-25-
` 5.36
22 Chellarams Plc USD 42.95 21.47 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 5.37 each
- 4 instalments during 2023-24-
` 5.37 each
- 3 instalments during 2024-25-
` 5.37 each
- 1 instalment during 2024-25-
` 5.35
23 Chellarams Plc USD 64.43 32.21 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 8.05 each
- 4 instalments during 2023-24-
` 8.05 each
- 3 instalments during 2024-25-
` 8.05 each
- 1 instalment during 2024-25-
` 8.09

Annual Report 2021-22 127

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2022 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
24 Chellarams Plc USD 69.00 46.00 The term loan rescheduled in 28 10 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 10 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 11.50 each
- 4 instalments during 2023-24-
` 11.50 each
- 2 instalments during 2024-25-
` 11.50
25 Chellarams Plc USD 19.97 9.99 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2021-22 and repayable
loan in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2022-23-
` 2.50 each
- 4 instalments during 2023-24-
` 2.50 each
- 3 instalments during 2024-25-
` 2.50 each
- 1 instalment during 2024-25-
` 2.46

* The Company purchased the preference shares of Devyani Airport Services Mumbai Private Limited (DASMPL) held
by High Street Food Services Private Limited for a consideration of ` 68.30 on 12 July 2021.

Sr. No Terms of security

2 Second Pari Passu Charge by way of hypothecation of the Company’s entire moveable property, plant
and equipment both present and future. and equitable mortgage on the immovable property, plant and
equipment of the Company’s industrial.

128 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
1 Axis Bank Limited ` Term loan - 59.80 - 1 instalment during 9 1 Quarterly 7.30%
-1 FY 2021-22 - ` 60
2 Yes Bank Limited ` Term loan - - The loan is fully repaid on 30th - - Annualy -
-2 December 2020
3 Ratnakar Bank ` Term loan - - The loan is fully repaid on 19th - - Quarterly -
Limited -3 March 2021
4 Ratnakar Bank ` Term loan 836.25 55.90 - 3 instalments during 57 48 Monthly 6.00%
Limited - 10 FY 2021-22 - ` 18.58 each
- 12 instalments during
FY 2022-23 - ` 18.58 each
- 12 instalments during
FY 2023-24 - ` 18.58 each
- 12 instalments during
FY 2024-25 - ` 18.58 each
- 9 instalments during
FY 2025-26 - ` 18.58 each
5 Yes Bank Limited USD Term 70.68 56.47 - 4 instalments during 27 9 Quarterly 5.25%
loan - 1 FY 2021-22- USD 0.19 million
each
- 4 instalment during
FY 2022-23- USD 0.19 million
each
- 1 instalments during
FY 2023-24- USD 0.19 million
Loan instalments are deferred by 3
months as Company opted for RBI
Loan moratorium scheme.
6 Yes Bank Limited USD Term 60.91 48.58 - 4 instalments during 27 9 Quarterly 5.50%
loan - 2 FY 2021-22- USD 0.17 million
each
- 4 instalment during
FY 2022-23- USD 0.17 million
each
- 1 instalments during
FY 2023-24- USD 0.17 million
Loan instalments are deferred by 3
months as Company opted for RBI
Loan moratorium scheme.
7 IndusInd Bank ` Term loan 550.00 0.11 - 1 instalment during 43 8 Quarterly 7.50%
Limited -4 FY 2022-23- ` 62.5
- 3 instalments during
FY 2023-24- ` 62.5 each
- 1 instalment during
FY 2023-24- ` 75
- 3 instalments during
FY 2024-25- ` 75 each
Loan instalments are deferred by 3
months as Company opted for RBI
Loan moratorium scheme. Further
prepayment of ` 87.50 made in
July-20.

Annual Report 2021-22 129

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
8 IDFC First Bank ` Term loan - - The loan is fully repaid on 26th - - Quarterly -
Limited -5 March 2021
9 IndusInd Bank ` Term loan 650.00 0.13 - 1 instalments during 61 14 Quarterly 7.50%
Limited -6 FY 2022-23- ` 40 each
- 4 instalments during
FY 2023-24- ` 40 each
- 1 instalment during
FY 2024-25- ` 40
- 3 instalments during
FY 2024-25- ` 50 each
- 4 instalments during
FY 2025-26- ` 50 each
- 1 instalment during
FY 2026-27- ` 60
10 SBM Bank ` Term loan - 198.87 - ` 200 of loan is paid on 19 March 1 1 Quarterly 9.30%
Limited -7 2021
- remaining 50% of loan to be paid in
1 instalments on 1st April 2021 -
` 200
11 Axis Bank Limited ` Term loan 440.19 98.99 - 3 instalments during 51 16 Quarterly 7.30%
-8 FY 2021-22 - ` 34.375 each
- 4 instalments during
FY 2022-23 - ` 34.375 each
- 4 instalments during
FY 2023-24 - ` 34.375 each
- 4 instalments during
FY 2024-25 - ` 34.375 each
- 1 instalment during
FY 2025-26 - ` 34.375 each
12 IndusInd Bank ` Term loan 447.39 33.31 - 3 instalments during 74 24 Quarterly 7.50%
Limited -9 FY 2021-22 - ` 12.50 each
- 4 instalments during
FY 2022-23 - ` 12.50 each
- 1 instalment during
FY 2023-24 - ` 12.50
- 3 instalments during
FY 2023-24 - ` 18.75 each
- 4 instalments during
FY 2024-25 - ` 18.75 each
- 1 instalment during
FY 2025-26 - ` 18.75
- 3 instalments during
FY 2025-26 - ` 31.25 each
- 4 instalments during
FY 2026-27 - ` 31.25 each
- 1 instalment during
FY 2027-28 - ` 31.25

130 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
13 High Street Food ` Term - 0.95 The term loan is repayable in 1 3 1 Quarterly 12.00%
Services Private Loan quarterly instalment as below
Limited mentioned :
- 1 instalment during 2021-22-
` 0.39
14 High Street Food Prefrence 77.23 24.18 2.25 million redeemable preference - - - 8.00%
Services Private Share shares were issued during the year
Limited 2017-2018 as fully paid with a par
value of ` 10/-. The redeemable
preference shares are mandatorily
redeemable at par and the Group
is obliged to pay holders of these
shares dividends at the rate of 8
% of the par amount per annum,
subject to availability of distributable
profits. The terms of redemption of
preference shares (which were due
for redemption) has been extended
for further period of five years in the
current year.
15 Yes Bank Limited ` Term - - The term loan is fully repaid in the - - Quarterly -
Loan month of December 2020
16 Everest Bank NPR Term 6.26 3.93 The term loan is repayable in 11 33 11 Quarterly 8.52%
Limited Loan 1 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 0.984 each
- 4 instalments during 2022-23-
` 0.984 each
- 2 instalments during 2023-24-
` 0.984 each
- 1 instalment during 2023-24-of
` 0.35 each
17 Everest Bank NPR Term 6.06 2.70 The term loan is repayable in 13 33 13 Quarterly 8.52%
Limited Loan 2 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 0.674 each
- 4-installments during 2022-23-
` 0.674 each
- 4-installments during 2023-24-
` 0.674 each
- 1-installments during 2023-24-
` 0.664 each
18 Chellarams Plc NGN 1.63 1.09 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2021-22-
` 0.54 each
- 2 instalments during 2022-23-
` 0.54 each
- 1 instalment during 2023-24-
` 0.54 each

Annual Report 2021-22 131

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
19 Chellarams Plc NGN 6.00 4.80 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2021-22-
` 2.16 each
- 2 instalments during 2022-23-
` 2.16 each
- 1 instalment during 2023-24- ` 2.1
20 Chellarams Plc NGN 7.56 6.04 The term loan rescheduled in 27 5 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 5 semi-annual instalments as
below mentioned :
- 2 instalments during 2021-22-
` 2.72 each
- 2 instalments during 2022-23-
` 2.72 each
- 1 instalment during 2023-24-
` 2.72
21 Chellarams Plc NGN 12.00 6.00 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 1.50 each
- 4 instalments during 2022-23-
` 1.50 each
- 4 instalments during 2023-24-
` 1.50 each
22 Chellarams Plc USD 104.19 52.06 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 13.02 each
- 4 instalments during 2022-23-
` 13.02 each
- 4 instalments during 2023-24-
` 13.02 each
23 Chellarams Plc USD 88.50 44.25 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 11.06 each
- 4 instalments during 2022-23-
` 11.06 each
- 4 instalments during 2023-24-
` 11.06 each

132 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank/Party Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest
current maturity instalments frequency rates
period outstanding range
(months) (p.a.)
24 Chellarams Plc USD 41.65 20.83 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
5.21 each
- 4 instalments during 2022-23-
` 5.21 each
- 4 instalments during 2023-24-
` 5.21 each
25 Chellarams Plc USD 41.64 20.82 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 5.21 each
- 4 instalments during 2022-23-
` 5.21 each
- 4 instalments during 2022-24-
` 5.21 each
26 Chellarams Plc USD 62.47 31.23 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 7.81 each
- 4 instalments during 2022-23-
` 7.81 each
- 4 instalments during 2023-24-
` 7.81 each
27 Chellarams Plc USD 63.72 47.79 The term loan rescheduled in 28 10 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 10 quarterly instalments as
below mentioned is repayable in
10 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 11.15 each
- 4 instalments during 2022-23-
` 11.15 each
- 2 instalment during 2023-24-
` 11.15 each
28 Chellarams Plc USD 19.34 9.68 The term loan rescheduled in 36 12 Quarterly 5.00%
Unsecured financial year 2020-21 and repayable
TL in 12 quarterly instalments as below
mentioned :
- 4 instalments during 2021-22-
` 2.42 each
- 4 instalments during 2022-23-
` 2.42 each
- 4 instalments during 2023-24-
` 2.42 each

Annual Report 2021-22 133

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

SI.No Terms of security

1 to 3 & 5 toFirst Pari passu charge by way of hypothecation of the Company's entire moveable property, plant and
12 equipment both present and future.
1 to 3 & 5 toFirst Pari passu charge by way of equitable mortgage on the immovable property, plant and equipment of
12 the Company's industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.
1 to 2 & 4 toSecond pari passu charge by way of hypothecation on the entire current assets of the Company both
12 present and future.
4 Second Pari Passu Charge by way of hypothecation of the Company's entire moveable property, plant
and equipment both present and future. and equitable mortgage on the immovable property, plant and
equipment of the Company's industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.
4 100% Guaranteed by National Credit Guarantee Trustee Company Limited (NCGTC)
10 to 12 & 16 Personal guarantee of Mr. Ravi Kant Jaipuria
to 17
11 Corporate guarantee of RJ Corp Limited
12 Personal guarantee Ravi Kant Jaipuria and sons (HUF)
16 & 17 Primary security: First pari passu charge on the entire moveable fixed and current assets of the Company
and the loan is secured by the corporate guarantee of Devyani International Limited and personal
guarantee of the directors

17 (i) Utilisation of borrowings

(a) The Group has used the borrowings from banks and financial institutions for the specific purpose for which it
was taken at the balance sheet date.
(b) The quarterly returns/statements of current assets filed by the Group with banks or financial institutions in
relation to secured borrowings wherever applicable, are in agreement with the books of accounts.

18 Current borrowings
As at As at
Particulars
31 March 2022 31 March 2021
Cash credit facilities from banks (secured) (repayable on demand) 4.57 211.10
Current portion of long-term borrowings (refer note 17)* 246.47 828.52
251.04 1,039.62

Details for Cash credit facilities from banks:

As at As at
Terms of loan
31 March 2022 31 March 2021
The credit facility taken from Standard Chartered Bank carries interest rate of - 75.06
Nil (31 March 2022 : 18% p.a.) The facility is secured by:
- Charge on all the assets of Devyani International (Nigeria) Limited
- Corporate Guarantee from Chellarams Plc
- Corporate Guarantee from RV Enterprises Pte Ltd
The credit facility taken from Titan Trust Bank carries interest rate of LIBOR 4.57 -
+10%p.a. (31 March 2021: Nil) The facility is secured by LC cover margin.
The credit facility taken from HDFC Bank Limited carries interest rate, - 136.04
currently 7.50% p.a. (31 March 2021: 7.75 % p.a), (interest payable on
monthly rests).
The credit facility is secured by:
- First pari passu charge on entire current assets of the company with IDBI
Bank.
- Second pari passu charge on all property, plant and equipment of the
Company.
* The current maturities of long-term borrowings (including interest accrued) has now been included in the “Current
borrowings” line item as per amended Schedule III of the Companies Act, 2013. Previously, current maturities of long-
term borrowings and interest accrued were included in ‘other financial liabilities’ line item.

134 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

19 Other financial liabilities

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Security deposits payable 41.31 42.07 16.56 13.62
Derivatives (interest rate swap) - 7.23 - -
Employee related payables - - 300.10 110.29
Capital creditors - - 261.53 341.26
Other payables - - 46.59 12.25
41.31 49.30 624.78 477.42

20 Provisions
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Provision for employee benefits
Gratuity (refer note 45) 107.58 110.66 54.62 54.63
Compensated absences 69.00 58.49 29.49 28.31
176.58 169.15 84.11 82.94

21 Other liabilities
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Deferred income 10.69 9.74 0.55 5.05
Advances from customers* - - 7.13 31.72
Statutory dues payable
Goods and service tax/ value added - - 91.41 85.80
tax payables
VAT payable - - 11.84 -
Tax deducted at source payable - - 140.04 36.88
Other statutory dues payable - - 50.26 33.09
Other payable - - 8.43 0.94
10.69 9.74 309.66 193.48

*Contract balances
The following table provides information about contractual liability (advance from customers) from contract with
customers:

As at As at
Contract liabilities (advances from customers against sale of goods)
31 March 2022 31 March 2021
Opening balance 31.72 32.40
Revenue recognized that was included in the contract liability balance at (31.72) (32.40)
the beginning of the year
Closing balance 7.13 31.72

Annual Report 2021-22 135

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

22 Trade payables
As at As at
Particulars
31 March 2022 31 March 2021
Micro enterprises and small enterprises (refer note below) 173.06 150.53
Other than micro enterprises and small enterprises* 1,790.66 1,468.47
1,963.72 1,619.00
* Includes payable to related parties. Refer note 38.

The Group’s exposure to currency and liquidity risk related to the above financial liabilities is disclosed in note 35.
Dues to micro and small enterprises
As at As at
Particulars
31 March 2022 31 March 2021
The amounts remaining unpaid to micro and small suppliers as at the end
of the year
- Principal 162.21 146.53
- Interest 10.85 4.00
The amounts of the payments made to micro and small suppliers beyond 374.60 231.32
the appointed day during each accounting year.
The amount of interest due and payable for the period of delay in making 6.76 3.16
payment (which have been paid but beyond the appointed date during the
year) but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each 6.76 3.46
accounting year.
The amount of further interest remaining due and payable even in the 3.39 0.89
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under the MSMED Act, 2006.

Trade payable ageing schedule at 31 March 2022

Outstanding for following periods from due dates
Particulars Unbilled Not due Less 1-2 years 2-3 years More than Total
than 1 year 3 years
(i)  MSME - 115.96 48.88 5.33 2.88 0.01 173.06
(ii)  Others 652.95 428.05 531.45 49.93 52.59 58.79 1,773.76
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed others dues 16.90 - - - - - 16.90
Total 669.85 544.01 580.33 55.26 55.47 58.80 1,963.72

Trade payable ageing schedule at 31 March 2021

Outstanding for following periods from due dates
Particulars Unbilled Not due Less 1-2 years 2-3 years More than Total
than 1 year 3 years
(i) MSME 2.06 91.14 53.12 4.20 0.01 - 150.53
(ii) Others 488.27 505.32 412.24 20.38 7.14 35.12 1,468.47
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed Others dues - - - - - - -
Total 490.33 596.46 465.36 24.58 7.15 35.12 1,619.00

136 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

23 Revenue from operations

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Sale of products
Finished goods 20,587.19 11,152.67
Traded goods 53.94 41.27
Other operating revenues
Marketing and other services 79.22 20.04
Rental and maintenance income 106.67 133.24
Scrap sales 13.08 1.16
20,840.10 11,348.38
Set out below is the disaggregation of the Group's revenue from contracts
with customers:
Revenue recognised at the point of time 20,654.21 11,195.10
Revenue recognised over the period of time 185.89 153.28
Total revenue from contracts with customers 20,840.10 11,348.38
Revenue disaggregation as per geography has been included in segment
information (refer note 46).
Contract liabilities
The Group has recognised the following revenue-related contract liabilities:
Contract liabilities (refer note 21) 7.13 31.72

24 Other income
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Interest income under effective interest method from:
- bank deposits 29.73 2.76
- others 2.96 4.76
Interest income from financial assets at amortized cost 57.43 96.43
Liabilities no longer required written back 28.65 43.09
Net gain on foreign currency transactions and translations 6.23 -
Gain on modification of leases 8.08 52.71
Gain on termination of leases 13.49 -
Rent concession [refer note 36 A (ii)] - 431.17
Derivatives at fair value through profit and loss 0.72 6.75
Others 13.92 2.90
161.21 640.57

25 Cost of materials consumed

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Raw material and packing material consumed
Inventories at the beginning of the year 621.97 539.41
Add: Purchases during the year 6,119.53 3,469.49
Less: Inventories at the end of the year 854.86 621.97
5,886.64 3,386.93

Annual Report 2021-22 137

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

26 Purchases of stock-in-trade
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Purchase of stock-in-trade 111.83 59.67
111.83 59.67

27 Employee benefit expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Salaries, wages and bonus # 2,238.07 1,369.79
Contribution to provident and other funds 132.54 86.44
Gratuity (refer note 45) 31.92 28.78
Staff welfare expenses 79.83 58.31
2,482.36 1,543.32
# The amount includes “Employee stock option expenses/(reversal)” for ` 64.87 (31 March 2022: ` (22.83)). Refer note 40.

28 Finance costs
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Interest expenses 1,226.37 1,483.87
Net loss on foreign currency transactions and translation to the extent 11.25 -
regarded as borrowing cost
Others borrowing costs 32.32 10.89
1,269.94 1,494.76
* includes interest on lease liabilities of ` 1092.22 (31 March 2021: ` 1121.67) (refer note 36).

29 Depreciation and amortisation expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Depreciation on property, plant and equipment (refer note 3A) 893.89 803.74
Depreciation on right-of-use asset 1,076.87 1,299.31
Depreciation on investment properties (refer note 5) 39.46 48.15
Amortisation of other intangible assets (refer note 7) 203.11 143.34
2,213.33 2,294.54

30 Impairment of non-financial assets

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Impairment/(reversal) on property, plant and equipment (refer note 3A) (71.12) 405.22
Impairment on right-of-use assets 29.46 37.38
Impairment on investment properties (refer note 5) 65.43 -
Impairment/(reversal) of other intangible assets (refer note 7) 11.51 37.45
35.28 480.05

138 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

31 Other expenses
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Power and fuel 1,117.57 651.36
Rent [refer note 36A (ii)] 606.31 -
Repairs and maintenance
- Plant and equipment 232.85 118.85
- Buildings 363.09 281.53
- Others 126.27 87.58
Rates and taxes 88.89 70.30
Travelling and conveyance 103.23 45.56
Legal and professional 47.20 38.85
Auditor's remuneration (refer note below) 11.18 10.17
Water 42.47 29.63
Insurance 21.60 20.19
Printing and stationery 19.70 11.01
Communication 81.25 60.05
Sitting fee/commission paid to non-executive director (refer note 38) 20.33 2.79
Security and service 89.27 49.92
Bank charges 17.36 17.84
Advertisement and sales promotion 1,095.67 661.79
Commission and brokerage 1,595.73 819.38
Royalty and continuing fees 1,397.39 724.99
Freight including delivery charges 368.58 183.68
Loss on sale of property, plant and equipment (net) 18.36 87.38
Loss allowance 5.63 12.36
General office and other miscellaneous 129.55 27.13
7,599.48 4,012.34

Note: Auditor’s remuneration

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
As auditor
Statutory audit and reviews* 10.65 9.17
Tax matters 0.20 0.67
Others matters # 3.24 0.05
Outlays 0.33 0.28
14.42 10.17
* Inclusive of applicable taxes
# includes ` 3.24 (31 March 2021: ` Nil) paid towards assurance services in connection with the Initial Public Offering
of equity shares of the Company and included in ‘share issue expenses’ as shown in Statement of Changes in Equity.

Annual Report 2021-22 139

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

32 Exceptional items
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Gain on termination of lease * - (568.85)
Foreign currency fluctuation (Nigeria operations) ^ 191.47 110.11
IPO expenses (refer note 53) 12.10 -
Gain on extinguishment of financial liabilities # (32.53) -
171.04 (458.74)
* The Group has recorded gain on termination of leases for the previous year comprises on account of termination of
leases with Airport Authority of India in respect of airports at Trichy, Lucknow, Raipur and Srinagar amounting to `
491.16 and the balance amount in respect of termination of leases of other loss making stores.
# During the year ended 31 March 2022, pursuant to Deed of Settlement and Share Transfer Agreement dated 12 July
2021 executed between the Company, its subsidiary Devyani Airport Services (Mumbai) Private Limited (DASMPL)
and non-controlling stake holder High Street Food Services Private Limited, the Company has purchased 2,940,000
Equity Shares of face value of ` 10/- each and 11,316,693 8% Non-Cumulative Redeemable Preference Shares of
Devyani Airport Services (Mumbai) Private Limited (DASMPL) for a total consideration of ` 69.04 (including ` 0.74
towards purchase of equity shares) from non-controlling stake holder, resulting into a gain of ` 12.10. Pursuant to the
such acquisition, DASMPL became a wholly owned subsidiary of the Group.
^ Due to significant weakening of Nigerian currency vis-à-vis USD and ` during the year ended 31 March 2022, such
amount has been shown as “exceptional item” in the financial statement.

33. Tax expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
The tax expense comprises of :
Current tax 66.77 9.75
Deferred tax (386.51) (20.43)
(319.74) (10.68)
Income tax recognised in other comprehensive income
Income tax relating to remeasurement of defined benefit plans (0.04) (0.14)
(0.04) (0.14)
Reconciliation of tax expense and the accounting profit multiplied by
India’s tax rate:
Profit/(loss) for the year 1,231.41 (640.55)
Tax using the Company’s domestic tax rate [25.168% (31 March 2021: 309.92 199.85
31.20%)]
Effect of :
Difference in tax rate of various entities 2.28 (24.46)
Expenses not deductible under tax laws - 70.32
Difference in applicable tax rates and tax rates used to measure - (39.39)
deferred taxes [refer note (ii) below]
Deferred tax utilised during the year (282.65) -
Difference in tax rates @ - (14.42)
Impact of gain on loss of control (non-taxable) - (162.80)
Others 61.89 42.54
Deferred tax recognised during the year (411.19) (60.96)
(319.74) (10.68)
@ Represents the difference in income tax rates of long term capital gains/losses and items taxed at normal rates.

140 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Income tax assets and liabilities:

Non-current
Particulars As at As at
31 March 2022 31 March 2021
Advance tax (net of provision of tax) 166.59 80.46
166.59 80.46

Current
Particulars As at As at
31 March 2022 31 March 2021
Income tax liability(net of provision of advance tax) - 6.85
- 6.85

Deferred taxes (net)

As at As at
Particulars
31 March 2022 31 March 2021
The balance comprises temporary differences attributable to:
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 764.44 1,246.18
Expenses allowed on payment/actual basis 106.76 93.95
Employee stock option outstanding account - 4.52
Derivative instruments - 1.82
Lease liabilities (net of right of use assets) 492.90 407.41
Property, plant and equipment exceeds its tax base 281.13 333.22
Financial instruments measured at amortised cost 103.00 71.38
Deferred tax assets 1,748.23 2,158.48
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost (0.22) (1.28)
Deferred tax liabilities (0.22) (1.28)
Net Deferred tax liabilities 482.25 95.78
* During the year ended 31 March 2022, the Group has recognized deferred tax assets of ` 386.51 based on the business
projections of taxable earnings in the near future. While recognizing such deferred tax assets, the Group has been
cognizant enough to consider the history of losses they have, uncertainties of business in place and rising input costs.
Carrying value of deferred tax assets (net) is ` 482.25 as at 31 March 2022.

Annual Report 2021-22 141

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Notes:
(i) Movement in deferred tax assets/(liabilities) for year ended 31 March 2022:
As at Credited/(charged) As at
Particulars 31 March 2021 Profit or OCI 31 March 2022
Loss
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 1,246.18 (481.74) - 764.44
Expenses allowed on payment/actual basis 93.95 12.85 (0.04) 106.76
Employee stock option outstanding account 4.52 (4.52) - -
Derivative instruments 1.82 (1.82) - -
Lease liabilities (net of right of use assets) 407.41 85.49 - 492.90
Property, plant and equipment exceeds its tax base 333.22 (52.09) - 281.13
Financial instruments measured at amortised cost 71.38 31.62 - 103.00
Deferred tax assets 2,158.48 (410.21) (0.04) 1,748.23
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost (1.28) 1.06 - (0.22)
Deferred tax liabilities (1.28) 1.06 - (0.22)
Net deferred tax assets/(liabilities) 2,157.20 (409.15) (0.04) 1,748.01
Deferred tax assets recognised (net)* 482.25
Deferred tax assets not recognised (net) 1,265.76

Movement in deferred tax assets/(liabilities) for year ended 31 March 2021:

As at Credited/(charged) As at
Particulars 31 March 2020 Profit or OCI 31 March 2021
Loss
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 1,101.72 144.46 - 1,246.18
Expenses allowed on payment/actual basis 143.55 (49.46) (0.14) 93.95
Employee stock option outstanding account 25.80 (21.28) 4.52
Derivative instruments 3.52 (1.70) - 1.82
Lease liabilities (net of right of use assets) 531.61 (124.20) - 407.41
Property, plant and equipment exceeds its tax base 205.13 128.09 - 333.22
Financial instruments measured at amortised cost and 66.28 5.10 - 71.38
others
Total deferred tax assets 2,077.61 81.01 (0.14) 2,158.48
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost- (1.66) 0.38 - (1.28)
liability
Total deferred tax liabilities (1.66) 0.38 - (1.28)
Net deferred tax assets/(liabilities) 2,075.95 81.39 (0.14) 2,157.20

142 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(ii) The Group has measured its deferred tax assets and liabilities based on the income tax rates that are expected to
apply to the period when such assets/liabilities are expected to be realized/settled. As per section 115BBA of the
Income-tax Act 1961 (the ‘Act’), as introduced by the Taxation Laws (Amendment) Ordinance, 2019 (Ordinance),
the certain companies of the Group incorporated in India and covered under the Act has an option to opt for a lower
tax rate of 25.168%, as against current applicable tax rate of 31.20% ). The Company has opted for such reduced
income tax rate during the year ended 31 March 2022. Hence, deferred tax has been measured at 25.168% in the
above reconciliation of tax expense.

(iii) During the previous year, the Group had significant unabsorbed depreciation and other temporary differences.
Therefore, in absence of convincing evidences that sufficient taxable profits will be available against which such
deferred tax asset shall be utilised at that point in time, the Group only recognised deferred tax asset to the extent
of deferred tax liabilities as at the reporting date.

(iv) Tax losses and tax credits for which no deferred tax asset was recognised expire as follows:
As at 31 March 2022 As at 31 March 2021
Gross amount Unrecognised Gross amount Unrecognised
tax effects tax effects
Unabsorbed depreciation
Never expire 698.25 197.55 4,134.73 1,040.63
Unused tax losses (expiry asessment
year wise)
2024-25 8.66 2.18 - -
2025-26 19.23 4.84 - -
2026-27 35.64 8.97 73.21 19.04
2027-28 68.58 17.26 131.06 32.98
2028-29 65.96 16.60 - -
2029-30 581.41 139.14 659.02 153.53
Other deductible temporary differences 3,975.47 879.23 3,619.76 911.02
(never expire)

34. Earnings/(loss) per share (EPS/LPS)

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Profit/(loss) from continuing operations attributable to equity 1,563.36 (735.45)
shareholders for calculation of basic and diluted EPS/(LPS)
Profit/(loss) from discontinued operations attributable to equity - 183.37
shareholders for calculation of basic and diluted EPS/(LPS)
Weighted average number of equity shares for the calculation of basic 1,184,962,588 1,100,217,249
EPS/(LPS) #
Effect of dilutive potential equity shares*
– Employee stock options * 2,,548,985 -
Weighted average number of equity shares for calculation of diluted EPS/ 1,187,511,573 1,100,217,249
(LPS)
Earning/(loss) per equity share from continuing operations (`) (basic and 1.32 (0.67)
diluted)
Earning per equity share from discontinued operations (`) (basic and 1.32 0.17
diluted)
Nominal value per shares (`)# 1.00 1.00
*
In respect of continuing/discontinued operations, the outstanding potential equity shares (options granted to
employee under various ESOS schemes) had an anti-dilutive effect on the EPS for the year ended 31 March 2021. For
the year ended 31 March 2022, they have been included in the calculation of dilutive earnings per share. Refer above.
# Equity shares of ` 1/- each as at 31 March 2021 pursuant to share split with effect from 25 March 2021.

Annual Report 2021-22 143

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

35. Fair value measurement and financial instruments

a. Financial instruments – by category and fair values hierarchy
The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their
levels in the fair value hierarchy.
(i) As on 31 March 2022
Note Carrying value Fair value measurement
using
Particulars Mandatory Fair value Amortised Total Level 1 Level 2 Level 3
at FVTPL through other cost
comprehensive
income ('FVOCI')
Financial assets
Non current
Financial assets* 8 - - 663.00 663.00 - - -
Current
(i) Trade receivables* 11 - - 210.54 210.54 - - -
(ii) Cash and cash equivalents* 12 - - 574.46 574.46 - - -
(iii) Bank balances other than 13 - - 84.36 84.36 - - -
cash and cash equivalents,
above *
(v) Other financial assets* 8 - - 1,342.62 1,342.62 - - -
Total - - 2,874.98 2,874.98
Financial liabilities
Non current
(i) Lease liabilities# 16 - - 10,305.33 10,305.33 - - -
(ii) Borrowings# 17 - - 1,073.76 1,073.76 - - -
(iii) Other financial liabilities 19 - - 41.31 41.31 - - -
Current**
(i) Lease liabilities# 16 - - 912.13 912.13 - - -
(ii) Borrowings# 17 - - 251.04 251.04 - - -
(iii) Trade payables* 22 - - 1,963.72 1,963.72 - - -
(iv) Other financial liabilities 19 - - 624.78 624.78 - - -
Total - - 15,172.07 15,172.07

(i) As on 31 March 2021

Note Carrying value Fair value measurement
using
Mandatory Fair value Amortised Total Level 1 Level 2 Level 3
Particulars
at FVTPL through other cost
comprehensive
income ('FVOCI')
Financial assets
Non current
Financial assets* 8 - - 602.74 602.74 - - -
Current**
(i) Trade receivables* 11 - - 168.80 168.80 - - -
(ii) Cash and cash 12 - - 399.62 399.62 - - -
equivalents*

144 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Note Carrying value Fair value measurement

using
Mandatory Fair value Amortised Total Level 1 Level 2 Level 3
Particulars
at FVTPL through other cost
comprehensive
income ('FVOCI')
(iii) Bank balances other 13 - - 5.71 5.71 - - -
than cash and cash
equivalents, above *
(iv) Other financial assets* 8 - - 247.63 247.63 - - -
Total - - 1,424.50 1,424.50
Financial liabilities
Non current
(i) Lease liabilities# 16 - - 7,936.96 7,936.96 -
(ii) Borrowings# 17 - - 3,593.65 3,593.65 - - -
(iii) Other financial liabilities 19 - - 42.07 42.07 - - -
(other than derivatives
below)
(iv) Derivatives (interest rate 7.23 - - 7.23 - 7.23 -
swap)
Current
(i) Lease liabilities# 16 - 787.38 787.38 -
(ii) Borrowings# 17 - - 1,039.62 1,039.62 - - -
(iii) Trade payables* 22 - - 1,619.00 1,619.00 - - -
(iv) Other financial liabilities 19 - - 477.42 477.42 - - -
Total 7.23 - 15,496.10 15,503.33
* The carrying amounts of trade receivables, cash and cash equivalents, bank balances other than cash and cash
equivalents, other current financial assets, trade payables, employee related payables, capital creditors approximates
the fair values, due to their short-term nature. The other non-current financial assets represents bank deposits (due
for maturity after twelve months from the reporting date) and interest accrued but not due on bank deposits, the
carrying value of which approximates the fair values as on the reporting date.
** For details regardin g charge on such current financial assets - refer note 17.
# The Group’s borrowings and lease liabilities have fair values that approximate to their carrying amounts as they are
based on the net present value of the anticipated future cash flows using rates currently available for debt on similar
terms, credit risk and remaining maturities.
Other notes:
There has been no transfer between level 1, level 2 and level 3 for the years ended 31 March 2022 and 31 March 2021.

Annual Report 2021-22 145

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:
- Fair value of derivatives using dealer quote for similar instruments (on marked to market value as on balance sheet
date of such derivative transaction)
- Fair value of non-derivative financial instruments using present value techniques, which is based on discounting
expected cash flows using a risk-adjusted discount rate.

The finance department of the respective company of the Group includes a team that performs the valuations of financial
assets and liabilities required for financial reporting purposes, including level 3 fair values. These teams perform
valuation either internally or externally through valuers and reports directly to the respective senior management.
Discussions on valuation and results are held between the senior management and valuation teams on annual basis.

Significant inputs
Significant inputs used in Level 2 fair value of derivatives measured at FVTPL is marked to market value as on balance
sheet date of such derivative transaction.

b. Financial risk management

The Group has exposure to the following risks arising from financial instruments:
▪ Credit risk;
▪ Liquidity risk;
▪ Market Risk - Foreign Currency; and
▪ Market Risk - Interest Rate

Risk Management Framework

The Board of Directors of the Company is responsible for reviewing the risk management policies and ensuring its
effectiveness.

The Group’s risk management policies are established to identify and analyse the risks faced by the Group to set
appropriate risks limits and controls and to monitor risks and adherence to limits. Risk management policies are
reviewed regularly to reflect changes in the market conditions and the Group’s activities.

The Board of Directors of the Company oversee, how the management monitors compliance with Group’s risk
management policies and procedures and reviews the adequacy of the risk management framework in relation to the
risk faced by the Group.

(i) Credit risk

The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the
Consolidated Balance Sheet
As at As at
Particulars
31 March 2022 31 March 2021
(ii) Trade receivables 210.54 168.80
(ii) Cash and cash equivalents 574.46 399.62
(iii) Bank balances other than cash and cash equivalents, above 84.36 5.71
(iv) Other financial assets (current and non-current) 2005.62 850.37

146 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

 Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations.

Credit risk on cash and cash equivalents and bank deposits (shown under bank balances other than cash and
cash equivalents above) and other financial assets is limited as the Group generally invests in deposits with banks
with high credit ratings assigned by domestic credit rating agencies. The other financial assets includes security
deposits given to lessors for premises taken on lease. Such deposits will be returned to the Group on vacation of
the premises or termination of the agreement whichever is earlier.

The exposure to the credit risk at the reporting date is primarily from security deposit receivables and trade receivables.
Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located
in India and Nepal. Trade receivables also includes receivables from credit card companies and online aggregator
platforms, which are generally realisable on fortnightly basis. The Group does monitor the economic environment
in which it operates. The Group manages its credit risk through credit approvals, establishing credit limits and
continuously monitoring credit worthiness of customers to which the Group grants credit terms in the normal
course of business.

The Group uses expected credit loss model to assess the impairment loss or gain. The Group uses a provision
matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes into
account available internal credit risk factors such as the Group’s historical experience for customers. Based on
the business environment in which the Group operates, management considers that the trade receivables are in
default (credit impaired) if the payments are more than 90 days past due however, the Group based upon past
trends determines an impairment allowance for loss on receivables (other than receivables from related parties)
outstanding for more than 180 days past due. Majority of trade receivables are from domestic customers, which
are fragmented and are not concentrated to individual customers. The historical loss rates are adjusted to reflect
current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle
the receivables.

For Group’s exposure to credit risk for trade receivables is as follows:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the year 34.00 28.66
Bad debts written off (7.74) -
Impairment allowances for doubtful receivables 0.57 5.34
Balance at the end of the year 26.83 34.00
For trade receivables ageing refer note 11.

(ii) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or other financial assets. The Group’s approach to manage
liquidity is to have sufficient liquidity to meet it’s liabilities when they are due, under both normal and stressed
circumstances, without incurring unacceptable losses or risking damage to the Group’s reputation.
The Group believes that its liquidity position, including total cash and cash equivalent and bank deposits maturing
within a year (including bank deposits under lien and excluding interest accrued but not due) of ` 658.82 (31 March
2021: ` 405.33), anticipated future internally generated funds from operations and its fully available, revolving
undrawn credit facility of ` 1030.84 (31 March 2021: ` 713.97) and other current assets (financial and non-
financial) of ` 2408.20 (31 March 2021: ` 1,038.40) will enable it to meet its future known obligations due in next
year in the ordinary course of business.

Annual Report 2021-22 147

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

In the current year ended 31 March 2022, the Group has earned a cash inflow from operating activities of ` 4,505.89
(31 March 2021 ` 2,395.58). Further, the Group generated Earnings before Tax, depreciation and amortisation,
impairment and fair valuation gains/losses of ` 3651.06 (31 March 2021: ` 1,491.94).Based on the projections, the
Group expects to earn cash inflow from operating activities, which can be used to settle its liabilities in the near
future.
The Group’s liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Group’s liquidity position on the basis of expected cash flows.
- Maintaining diversified credit lines.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual
cash flow amounts are gross and undiscounted.
As at 31 March 2022
Contractual cash flows
Non-derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Borrowings 1,320.23 315.44 1,145.16 38.28 1,498.88
Lease liabilities 11,217.46 1,957.76 7,386.06 9,935.68 19,279.50
Trade Payables 1,963.72 1,963.72 - - 1,963.72
Security deposits payable 57.87 15.16 47.51 5.82 68.49
Short term borrowings 4.57 4.57 - - 4.57
Capital creditors 261.53 261.53 - - 261.53
Others 346.69 346.69 - - 346.69
15,172.07 4,864.87 8,578.73 9,979.78 23,423.37

Contractual cash flows

Derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Derivatives (interest rate swap) - - - - -
- - - - -

As at 31 March 2021
Contractual cash flows
Non-derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Borrowings 4,422.17 1,094.09 3,814.00 288.85 5,196.94
Lease liabilities 8,724.34 2,181.08 5,482.60 6,062.57 13,726.25
Trade payables 1,619.00 1,619.00 - - 1,619.00
Security deposits payable 55.69 10.70 55.54 0.60 66.84
Short term borrowings 211.10 211.10 - - 211.10
Capital creditors 341.26 341.26 - - 341.26
Others 122.54 122.54 - - 122.54
15,496.10 5,579.77 9,352.14 6,352.02 21,283.93

148 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Contractual cash flows

Derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Derivatives (interest rate swap) 7.23 - - 7.23 7.23
7.23 - - 7.23 7.23

(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the
Group’s borrowings with floating interest rates.

A. Exposure to interest rate risk

The exposure of the Group’s borrowing to interest rate changes as reported to the management at the end of
the reporting period are as follows:
As at As at
Fixed- rate instruments
31 March 2022 31 March 2021
Foreign currency term loans 710.95 694.23
Impact of interest rate swaps - 236.63
Redeemable, non-cumulative, non-convertible preference shares - 101.41
710.95 1,032.27

As at As at
Variable - rate instruments
31 March 2022 31 March 2021
Indian rupee term loans 609.28 3,370.95
Short term borrowings 4.57 211.10
Foreign currency term loan - 255.58
Hedged foreign currency term loan (via interest rate swap) - (236.63)
613.85 3,601.00

Interest rate sensitivity analysis

The following table illustrates the sensitivity of consolidated profit or loss and other equity to a reasonably
possible change in interest rates of +/- 1%. All other variables are held constant.
Change in interest rate on loans from banks (Variable - rate Increase by 1% Decrease by 1%
instruments)
Increase/(decrease) in consolidated profit or loss and other (6.14) 6.14
equity for the year ended 31 March 2022
Increase/(decrease) in consolidated profit or loss and other (36.01) 36.01
equity for the year ended 31 March 2021

Annual Report 2021-22 149

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The Group is exposed to interest rate risk on account of variable rate borrowings. The Groups’s risk management
policy is to mitigate its interest rate exposure in accordance with the exposure limits advised from time to time.
The Company has used interest rate swaps to mitigate its interest rate risk arising from certain transactions, these
are recognised as derivatives.

Derivative financial instruments:

The Group uses derivative instruments as part of its management of exposure to fluctuations in interest rates. The
Group does not acquire or issue derivative financial instruments for trading or speculative purposes. The Group
does not enter into complex derivative transactions to manage treasury risks. Treasury derivative contracts are
normally in the nature of swap contracts and these are subject to the Group’s guidelines and policies. Derivative
financial instruments are recognized as assets or liabilities on the balance sheet and measured at fair value,
generally based on valuations obtained from banks. The accounting for changes in the fair value of a derivative
instrument depends on the intended use of the derivative and the resulting designation.

The fair values of all derivatives are separately recorded in the balance sheet within other financial assets/liabilities,
as applicable. The use of derivatives can give rise to credit and market risk. The Group tries to control credit risk
as far as possible by only entering into contracts with reputable banks. The use of derivative instruments are
subject to limits, authorities and regular monitoring by appropriate levels of management. The limits, authorities
and monitoring systems are periodically reviewed by management and the Board. The market risk on derivatives
is mitigated by changes in the valuation of the underlying assets, liabilities or transactions, as derivatives are used
only for risk management purposes.

Non qualifying hedges

The Group enters into derivative contracts which are not designated as hedges for accounting purposes, but
provide an economic hedge of a particular transaction risk or a risk component of a transaction. Hedging
instruments include as on date include “Interest Rate Swaps” being entered by the Group with bankers to hedge
floating interest foreign currency loan and interest payments as due related thereto. Fair value changes on such
derivative instruments are recognized in the Statement of Profit and Loss.

B. Currency risk
Exposure to Foreign currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Group is exposed to the effects of fluctuation in the prevailing foreign currency
exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate
fluctuations between the functional currency and other currencies from the Group’s operating, investing and
financing activities. The Investment and Borrowing Committee of the Company evaluates foreign exchange
rate exposure arising from foreign currency transactions on periodic basis and follows appropriate risk
management policies.

150 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Exposure to Foreign currency risk

The summary of quantitative data about the Group’s exposure to currency risk, as expressed in Indian Rupees,
as at 31 March 2022 and 31 March 2021 are as below:

As at 31 March 2022 As at 31 March 2021

Amount Amount Amount Amount
Particulars Currency
(in foreign (in `) (in foreign (in `)
currency) currency)
Financial liabilities
Trade payables GBP 1.02 78.52 0.07 6.70
Foreign currency loans from banks USD - - 3.23 236.63
Borrowings NPR - - 30.36 18.95
Borrowings USD 8.82 710.95 8.82 693.28
Total financial liabilities 789.47 962.26

Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupees against below currencies as at the
year end would have affected the measurement of financial instruments denominated in foreign currency and
affected profit or loss and other equity by the amounts shown below. This analysis is performed on foreign
currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This
analysis assumes that all other variables, in particular interest rates, remain constant.

Consolidated profit/ (loss) for the Consolidated profit/ (loss) for the
Particulars year ended 31 March 2022 year ended 31 March 2021
Gain Loss Gain Loss
on appreciation on depreciation on appreciation on depreciation
5% depreciation / appreciation in
Indian Rupees against following
foreign currencies:
USD 35.55 (35.55) 46.50 (46.50)
NPR - - 0.95 (0.95)
GBP 3.93 (3.93) 0.34 (0.34)

Other equity Other equity

Particulars As at 31 March 2022 As at 31 March 2021
Gain Loss Gain Loss
on appreciation on depreciation on appreciation on depreciation
5% depreciation / appreciation in
Indian Rupees against following
foreign currencies:
USD 35.55 (35.55) 46.50 (46.50)
NPR - - 0.95 (0.95)
GBP 3.93 (3.93) 0.34 (0.34)
USD: United States Dollar, GBP: Great British Pound, NPR: Nepali Ruppees

Annual Report 2021-22 151

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

c. Offsetting financial assets and financial liabilities:

The following table represents recignised financial instruments that are subject to enforceable master netting
arrangements and similar agreements but not set off as at 31 March 2021 and 31 March 2022.

As at As at
Variable - rate instruments
31 March 2022 31 March 2021
Amounts subject to master netting arrangements
Borrowings (non-current and current) 613.85 3,626.53
Lease liabilities (non-current and current) 11,217.46 8,724.34
11,831.31 12,350.87
Financial instruments collateral
Trade receivables 306.39 167.53
Cash and cash equivalents 557.47 392.50
Other balances with banks 81.01 2.87
Other financial assets 663.00 247.56
1,607.87 810.46
Net amount * 10,223.44 11,540.41

* Net amount shows the impact on the Group’s balance sheet, if all rights were exercised.

d. Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities
in the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations
indicate the relative sensitivity of the Group’s performance to developments affecting a particular industry.
Based upon the Group’s evaluation, there is no excessive risk concentration.
36. Leases
A. Leases where the Group is a lessee
The Group leases several assets including buildings for food outlets and warehouse. Lease payments are generally
fixed or are linked to revenue with minimum guarantee and lease term ranges 1-30 years.

The Group has limited number of leases where rentals are linked to annual changes in an index (either RPI or CPI).

i. Lease liabilities
As at As at
Lease liability included in balance sheet
31 March 2022 31 March 2021
Current 912.13 787.38
Non current 10,305.33 7,936.96
Note: Refer note 35 for maturity analysis of lease liabilities.

ii. Amounts recognised in the Consolidated statement of profit or loss

For the year ended For the year ended
Note
31 March 2022 31 March 2021
Depreciation on right-of-use assets 29 1,076.87 1,299.31
Impairment of right-of-use assets 30 29.46 37.38
Interest on lease liabilities (included in interest 28 1,092.22 1,028.32
expenses)
Expenses relating to short-term leases 31 9.39 13.16
Rent concession (358.82) (431.17)
Expense relating to variable lease payments not 31 955.75 244.94
included in the measurement of the lease liability
Net impact on statement of profit and loss 2,804.87 2,191.94

152 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

During the year ended 31 March 2022 and 31 March 2021, consequential to COVID-19 pandemic, the Group
has negotiated several rent concessions with the landlords. Further, in view of amendments by the Companies
(Indian Accounting Standards) Amendment Rules, 2020, the Group has elected to apply the practical expedient
of not assessing the rent concessions originally due on or before 30 June 2021 as a lease modification, as per
MCA notification dated 24 July 2020, which has been further extended till 30 June 2022 on Ind AS 116 during
the current year, for rent concessions received on account of COVID-19 pandemic.

Accordingly, as per requirements of MCA notifications, out of total rent concessions of ` 358.83 (31 March
2021: ` 1057.26) confirmed till 31 March 2022, ` 358.83 (31 March 2021: ` 626.09) has been reduced towards
rent expenses and balance of ` Nil (31 March 2021: ` 431.17) reported under other income. Rent concessions
for leases in respect of discontinued operations amounted to ` Nil (31 March 2021: ` 101.63). Total rent
concessions amounts to ` 330.33 (31 March 2021: ` 1158.89).

iii. Amounts recognised in the consolidated statement of cash flow

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Payment of lease liabilities- principal 366.35 -
Payment of lease liabilities- interest 1,083.38 825.69
Total cash outflows 1,449.73 825.69

v. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets
are recognised on a straight-line basis as an expense in Statement of profit and loss. Short-term leases are
leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of
office furniture.

B. Leases where the Group is a lessor

The Group has sub-leased out some of its leased properties primarily in various food courts. All leases are
classified as operating leases from a lessor perspective with the exception of certain sub-leases, which the Group
has classified as finance subleases.

i. Finance lease (sub leases classified as finance leases)

During the year ended 31 March 2022 and 31 March 2021, the Group has sub-leased a portion of multiple
leased properties that have been presented as part of a right-of-use assets.
For the year ended For the year ended
Particulars Note
31 March 2022 31 March 2021
Finance income on net investment in finance leases 24 10.83 12.58
Income relating to variable lease payments not included 23 4.06 3.33
in the net investment in finance leases
Finance lease receivables 8 96.34 106.19

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease
payments to be received after the reporting date.

Annual Report 2021-22 153

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The maturity analysis of lease receivables, including the undiscounted lease payments to be received are as
follows:

Amounts receivable under finance leases:

As at As at
Particulars
31 March 2022 31 March 2021
Less than one year 21.36 24.03
One to five years 83.31 97.79
More than five years 36.77 65.93
Total undiscounted lease payments receivable 141.44 187.75
Less: Unearned finance income (45.10) (81.56)
Net investment in the lease 96.34 106.19

The incremental borrowings rate range between 9.25% - 11.55% (31 March 2021: 9.25% - 11.55%).
The management of the Group estimates the loss allowance on finance lease receivables at the end of the
reporting period at an amount equal to lifetime expected credit loss under simplified approach. None of the
finance lease receivables at the end of the reporting period is past due, and taking into account the historical
default experience and the future prospects of the industries in which the lessees operate, together with
the value of collateral held over these finance lease receivables (see note 8), the management of the Group
consider that no finance lease receivable is impaired.

The Group entered into finance leasing arrangements as a lessor for certain leased properties under sub
leasing arrangements. The term of finance leases entered into is ranging from 3.16 - 18.01 (31 March 2021:
3.16-18.01) years. The Group is not exposed to foreign currency risk as a result of the lease arrangements, as
all leases are denominated in `. Residual value risk on such right of use assets under lease is not significant.

ii. Operating lease (sub leases classified as operating leases)

Operating leases, in which the Group is the lessor, relate to leased properties by the Group with lease terms of
between 1 to 9 years.

The unguaranteed residual values do not represent a significant risk for the Group, as they relate to leased
properties of lessor under sub leasing contracts which are located in a location with active market for lessees.
The Group did not identify any indications that this situation will change.

The following table presents the amounts included in profit or loss.

For the year ended For the year ended
Note
31 March 2022 31 March 2021
Lease income on operating leases 23 39.64 68.30
Therein lease income relating to variable lease 28.51 64.94
payments that do not depend on an index or rate

Amounts receivable under operating leases:

As at As at
31 March 2022 31 March 2021
Less than one year 72.00 79.55
One to five years 140.64 216.26
More than five years 4.42 10.28
217.06 306.09

154 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

37. Other disclosures in relation to investment properties:

i. Information regarding income and expenditure of investment properties
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Rental income derived from investment properties 96.30 69.82
Direct operating expenses (including repairs and maintenance) 21.34 30.10
generating rental income
Direct operating expenses (including repairs and maintenance) that 2.74 5.23
did not generate rental income
Profit arising from investment properties before interest, 72.22 34.49
depreciation and indirect expenses
Less: finance cost (19.22) (43.26)
Less: depreciation (39.46) (48.15)
Less: impairment (65.43) -
Loss arising from investment properties before indirect expenses (51.89) (56.92)

ii. Minimum lease payments receivable under operating leases of investment properties are as follows:
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Less than one year 72.00 79.55
One to five years 140.64 216.26
More than five years 4.42 10.28

iii. Fair value

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Leasehold Investment Properties * 244.95 306.85
Owned Investment Properties # 175.45 170.63

Estimation of fair value

* The Group’s leasehold investment properties consist of right-of-use assets in leased food courts, which has
been determined based on the nature, characteristics of leases of each property.

The fair value of investment property has been determined by independent registered valuer as defined under rule 2 of
Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised professional qualification
and recent experience in the location and category of the property being valued. The fair value measurement has been
categorized as level 3 inputs and has been arrived at using discounted cash flow projections based on reliable estimates
of future cash flows considering growth in rental income of 8% to 10% p.a (31 March 2021: 5%) and discount rate of 12.09%
(31 March 2021: 10.81%).

As per the valuation report, the recoverable amount is lower than the written down value of the investment property,
accordingly an impairment charge of ` 65.43 (31 March 2021: Nil) has been made in the current year.

# The fair value of owned investment property has been determined by independent registered valuer as defined
under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised
professional qualification and recent experience in the location and category of the property being valued. The
fair value measurement has been categorized as level 3 inputs. The fair value has been arrived using market
prevailing rates applicable to same location.

Annual Report 2021-22 155

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Impairment of leasehold investment properties

In accordance with Ind AS 36 “Impairment of Assets”, such investment is considered as a separate cash generating
unit (CGU) for the purpose of impairment review. Management periodically assesses whether there is an indication
that such investment may be impaired. For investment, where impairment indicators exists, management compares
the carrying amount of such investment with its recoverable amount. Recoverable amount is value in use of the
investment computed based upon discounted cash flow projections. As on the reporting date for current year, the
recoverable amount of this cash generating unit is determined at ` 244.95 (31 March 2021: ` 306.85) through an
registered independent valuer, based on the value in use calculation which uses cash flow projections based on the
projected profitability. The Group has determined an impairment charge of ` 65.43 (31 March 2021: Nil) based on
the discount rate of 12.09% (31 March 2021: 10.81%) and rental income growth rate of 8% to 10% (31 March 2021:
5%). An analysis of the sensitivity of the computation to a change in key parameters (rental income and discount
rates), based on reasonable assumptions, Management is of the view that there would be no material increase to
the impairment charge which would impact the decision of the user of the consolidated financial statements.

38. Related party disclosures

(I) List of related parties and nature of relationship where control exists:
(a) Parent and Ultimate Controlling Party:
RJ Corp Limited

(b) Wholly owned subsidiaries:

Devyani International (Nepal) Private Limited
Devyani Food Street Private Limited
Devyani International (UK) Private Limited (till 16 February 2021)
Devyani Airport Services (Mumbai) Private Limited (effective from 13 July 2021)

(c) Subsidiaries:
RV Enterprizes Pte. Limited
Devyani International (Nigeria) Limited (Subsidiary of RV Enterprizes Pte. Limited )
Devyani Airport Services (Mumbai) Private Limited (till 12 July 2021)

(d) Joint Venture

The Minor Food Group (India) Private Limited (till 25 March 21)

(II) List of related parties and nature of relationship with whom transactions have taken place during the
current / previous year:
(a) Parent and Ultimate Controlling Party:
RJ Corp Limited

(b)
Joint Venture
The Minor Food Group (India) Private Limited (till 25 March 21)

(c) Key management personnel (KMP) # :

Mr. Ravi Kant Jaipuria - Director
Mr. Varun Jaipuria - Director
Mr. Raj. P. Gandhi - Director

156 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Mr. Virag Joshi- Chief Executive Officer and Whole Time Director
Mrs. Rashmi Dhariwal- Independent Director
Mr. Ravi Gupta - Independent Director
Mr. Naresh Trehan - Independent Director (with effect from 21 April 2021)
Mr. Girish Kumar Ahuja - Independent Director (with effect from 21 April 2021)
Mr. Pradeep Khushachand Sardana - Independent Director (with effect from 21 April 2021)
Mr. Sanjeev Arora- Chief Financial Officer and Director
(with effect from 18 January 2019 to 15 February 2021)
Mr. Manish Dawar- Chief Financial Officer and Director (with effect from 17 February 2021)
Mr. Anil Dwivedi - Company Secretary (with effect from 7 February 2020 to 13 October 2021)
Mr. Jatin Mahajan - Company Secretary (with effect from 01 November 2021 to 10 March 2022)
Mr. Varun Kumar Prabhakar - Company Secretary (with effect from 02 May 2022)

(d) Other related parties - Entities which are joint venture or where control/significant influence exist of parties
given in note (I) and (II) above :
S V S India Private Limited
Devyani Food Industries Limited
Alisha Retail Private Limited
Lineage Healthcare Limited
Modern Montessori International (India) Private Limited
Varun Beverages Limited
Champa Devi Jaipuria Charitable Trust
Mala Jaipuria Foundation
DIL Employee Gratuity Trust
Diagno Labs Private Limited
High Street Food Services Private Limited (till 12 July 2021)
Chellarams Plc
Arctic International Private Limited
Global Health Limited (converted into Public Limited with effect from 11 August 2021 formerly known as
Global Health Private Limited)
Medanta Holdings Private Limited

(e) Relative of KMP:

Mrs. Dhara Jaipuria (wife of Mr. Ravi Kant Jaipuria - Director)
# As per section 203 of the Companies Act, 2013, definition of Key Managerial Personnel includes Chief Executive Officer
(CEO), Chief Financial Officer (CFO) and Company Secretary.

Annual Report 2021-22 157

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(III) Transactions with related parties during the year ended 31 March 2022 and 31 March 2021:
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
(i) Sale of products (Finished goods)
Champa Devi Jaipuria Charitable Trust 3.95 0.88
RJ Corp Limited 0.01 -
Devyani Food Industries Limited 46.02 34.11
Varun Beverages Limited - 1.41
Mala Jaipuria Foundation - 0.30
Global Health Limited 0.03 -
(ii) Sale of products (Traded goods)
RJ Corp Limited 2.25 -
Varun Beverages Limited 0.50 -
Lineage Healthcare Limited - 0.03
(iii) Marketing and other services
Lineage Healthcare Limited 0.09 0.02
RJ Corp Limited 2.72 -
(iv) Sale of property, plant and equipment (PPE)
Varun Beverages Limited - 0.12
Devyani Food Industries Limited - 0.68
(v) Purchase of raw materials and other items
Varun Beverages Limited 62.08 36.26
Devyani Food Industries Limited 6.64 4.33
RJ Corp Limited 0.31 -
(vi) Purchase of PPE and intangible assets
Devyani Food Industries Limited - 0.05
(vii) Payment to gratuity trust
DIL Employee Gratuity Trust 29.90 5.00
(viii) Expenses incurred by other company on behalf of the Group
Devyani Food Industries Limited - 0.03
Varun Beverages Limited 4.11 -
RJ Corp Limited - 0.37
(ix) Expenses incurred/(collection) on behalf of other company
Diagno Labs Private Limited - 0.04
RJ Corp Limited 0.07 (2.29)
(x) Rent expense
S V S India Private Limited 0.08 0.08
Alisha Retail Private Limited - 0.03
Global Health Limited 25.57 -
Medanta Holdings Private Limited 5.21 -
(xi) Rent Income
RJ Corp Limited 0.24 -
(xii) Professional Fees - Expenses
RJ Corp Limited 2.09 -
(xiii) Repair and maintenance - others
Varun Beverages Limited 2.01 -
(xiv) Power and Fuel
Medanta Holdings Private Limited 0.58 -

158 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
(xv) Staff welfare Expenses
Global Health Limited 0.13 -
(xvi) Acquisition of Immovable property
RJ Corp Limited - 180.00
(xvii) Purchase consideration for transfer of business
RJ Corp Limited** - 10.00
**The Company transferred TWG India Business during the
previous year.
(xviii) Sale of Investment
Arctic International Private Limited*** - 3.60
***The Company transferred the equity investment in Devyani
international UK private limited for the consideration of
50,000 USD.
(xix) Purchase of investment
High Street Food Services Private Limited 69.04 -
(xx) Repayment of loan
High Street Food Services Private Limited 0.39 -
(xxi) Finance costs
High Street Food Services Private Limited 0.01 7.93
Arctic International Pvt Ltd - 3.86
(xxii) Loan taken
Arctic International Pvt Ltd - 784.94
(xxiii) Compensation to KMPs#
Short-term employment benefits -
Mr. Virag Joshi 39.61 20.59
Mr. Manish Dawar 37.48 7.14
Mr. Sanjeev Arora - 4.65
Mr. Anil Dwivedi 1.64 2.49
Mr. Jatin Mahajan 1.39 -
Post employment benefits
Mr. Virag Joshi 1.42 1.02
Mr. Sanjeev Arora - 0.25
Mr. Manish Dawar 1.80 0.37
Mr. Anil Dwivedi 0.07 0.09
Mr. Jatin Mahajan 0.01 -
Share based payments
Mr. Raj. P. Gandhi - 10.27
Mr. Virag Joshi - 12.57
Mr. Manish Dawar 37.02 1.56
(xxiv) Compensation to relative of KMP
Mrs.Dhara Jaipuria 3.00 10.03
# The above remuneration to Key managerial personnel does not
include contribution to gratuity fund and compensated absences, as
this contribution is a lump sum amount for all relevant employees
based on actuarial valuation.

Annual Report 2021-22 159

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
(xxv) Director's Sitting Fees*
Mr. Ravi Gupta 2.10 1.20
Mrs.Rashmi Dhariwal 2.10 1.20
Mr.Girish Ahuja 1.60 -
Mr. Pradeep Khushalchand Sardana 1.00 -
*Excludes applicable taxes.
(xxvi) Commission paid to non-executive director
Mr. Ravi Kant Jaipuria 12.60 -
(xxvii) Equity shares allotted (including securities premium)
Mr. Virag Joshi - 111.70
Mr. Raj. P. Gandhi - 33.51
Mr. Manish Dawar 39.00 -

(IV) Balances as at 31 March 2022 and 31 March 2021:

As at As at
Particulars
31 March 2022 31 March 2021
(i) Trade payables/other payable
Varun Beverages Limited 1.37 8.71
Global Health Limited 0.08 -
Chellarams Plc 7.99 9.23
Mr. Ravi Kant Jaipuria 12.60 -
(ii) Employee stock options outstanding account #
Mr. Manish Dawar 37.83 1.56
# The above denotes value of certain employee stock options
granted to key managerial personnel pending vesting/
exercise.
(iii) Trade receivables
RJ Corp Limited 0.06 -
Champa Devi Jaipuria Charitable Trust 1.61 0.50
Lineage Healthcare Limited 0.01 0.03
Mala Jaipuria Foundation - 0.48
Diagno Labs Private Limited - 0.02
Devyani Food Industries Limited 0.97 8.57
(iv) Other financial assets - Other receivables/security deposit
RJ Corp Limited - 7.46
Global Health Limited 0.50 -
Medanta Holdings Private Limited 0.50 -
(v) Borrowings
High Street Food Services Private Limited - 0.95
Chellarams Plc 710.95 693.29
(vi) Redeemable, non-cumulative, non-convertible preference
shares (unsecured)
High Street Food Services Private Limited - 101.41
(vii) Guarantees/security given by the other party on behalf of the
subsidiaries
Ravi Kant Jaipuria @ ^^ - 1,237.70
Ravi Kant Jaipuria and sons (HUF) # - 480.70
RJ Corp Limited ** - 539.18

160 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

@ Mr. Ravi Kant Jaipuria had given a personal gaurantee to Everest Bank Limited in respect of term loans of ` Nil
(31 March 2021: ` 18.95) taken during the earlier years by Devyani International (Nepal) Private Limited.
^^ Mr. Ravi Kant Jaipuria had given a personal gaurantee to IndusInd Bank Limited, SBM Bank Limited and Axis
Bank Limited in respect of term loan outstanding on 31 March 2022 of ` Nil (31 March 2021: `1,218.75) taken by
the Group.
# ‘Ravi Kant Jaipuria and sons (HUF) had given a personal gaurantee to IndusInd Bank Limited in respect of term
loan outstanding on 31 March 2022 of ` NIL (31 March 2021: 480.70) taken by the Group.
** RJ Corp Limited had given a corporate gaurantee to Axis Bank Limited in respect of term loan outstanding on 31
March 2022 of ` Nil (31 March 2021: 539.18) taken by the Group.

(V) Terms and Conditions

All transactions with related parties are made on the terms equivalent to those that prevail in arm’s length
transactions and within the ordinary course of business. Outstanding balances at respective year ends are
unsecured and settlement is generally done in cash.

39. Contingent liabilities, commitments and other claims

Contingent liabilities and other claims:
(a) Claims against the Group not acknowledged as debts
As at As at
Particulars
31 March 2022 31 March 2021
(i) Claims made by Sales tax authorities, Service tax authorities
and Income tax authorities*
- Goods and service tax 138.45 -
- Value added tax 33.07 44.17
- Service tax 15.37 10.37
- Income tax 282.56 184.73
469.46 239.27
(ii) Others (miscellaneous claims in relation to the Group's 17.75 30.25
operations)#

* Against the total tax demand of ` 469.45, the Group has filed appeals before various tax authorities. Based
on management assessment and upon consideration of advice from the independent legal counsels, the
management believes that the Group has reasonable chances of succeeding before the tax authorities and does
not foresee any material liability. Pending the final decision on this matter, no adjustment has been made in the
financial statements.

#The Group is party to various legal proceedings in the normal course of business and does not expect the
outcome of these proceedings to have any adverse effect on the consolidated financial statements and hence no
provision has been recorded against these legal proceedings at this stage. Pending resolution of the respective
proceedings, it is not practicable for the Group to estimate the timings of cash outflows, if any, in respect of the
above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
Accordingly, the above mentioned contingent liabilities are disclosed at an undiscounted amount.

(b) Bank guarantee give to custom department, Nepal

As at As at
Particulars
31 March 2022 31 March 2021
Bank guarantee give to custom department, Nepal 0.19 0.19

Annual Report 2021-22 161

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(c) Others
As at As at
Particulars
31 March 2022 31 March 2021
Commitments:
Estimated amount of contracts remaining to be executed on capital 1,115.68 494.40
account and not provided for [(net of advances of ` 282.80 (31 March
2021: ` 136.98)]

40. Share based payments

a. Description of share based payment arrangements
i. Share Options Schemes (equity settled)
ESOS - 2011
On 20 September 2011 and 20 December 2011, the Board of Directors approved the Employees Stock Option
Scheme 2011 (”ESOS 2011”), which was approved by the shareholders on 20 December 2011 and subsequently
on 18 May 2012 for increasing the ceiling limit to 4,900,000 Options (”Ceiling Limit”) with condition at any
given point of time no Grantee shall be granted Options during any one year, equal to or exceeding 1% of the
issued capital of the Company except with the specific approval of the members accorded in a general body
meeting. As per ESOS 2011, holders of vested Options are entitled to purchase one equity share for every
Option at an exercise price of ` 111.70. ESOS 2011 was formulated with the objective to enable the Company
to grant Options for equity shares of the Company to certain eligible employees, officers and directors of the
Company and its subsidiaries, to purchase shares from the Company at a pre-determined price. A resolution
was passed in the meeting of the Board of Directors held on 6 May 2014 wherein certain additional Options
were granted at the same terms and conditions as mentioned in ESOS 2011.

Further, ESOS 2011 was amended subsequently and was approved by the shareholders on 17 March 2021.
The resolution provides the delinking of vesting schedule of the Options from filing of the RHP by the Company
and for aligning the Scheme in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014,
as amended, read with the SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 (“SEBI SBEB
Regulations”) and accordingly all Options under ESOS 2011 were vested immediately on the day of passing
the said resolution and the exercise window for ESOS 2011 was opened by the Nomination and Remuneration
Committee on 17 March 2021. The Company received the exercise letters from the Options holders and
allotted 1,581,500 equity shares pursuant to exercise of Options.

ESOS - 2018
On 6 April 2018, the Board of Directors approved the Employees Stock Option Scheme 2018 (”ESOS 2018”),
which was approved by the shareholders on 21 September 2018. ESOS 2018 has been formulated with the
same objective as ESOS 2011. ESOS 2018 provides that Options so granted, shall not represent more than 5%
of the fully diluted share capital of the Company at any given point of time (“Ceiling Limit”) and no Grantee
shall be granted Options during any one year, equal to or exceeding 1% of the issued capital of the Company
except with the specific approval of the members accorded in a general body meeting. As per ESOS 2018
Grant letters, holders of vested Options are entitled to purchase one equity share for every Option at an
exercise price of ` 306.12.

Further ESOS 2018 was subsequently amended and approved by the shareholders on 17 March 2021
for linking the vesting of options to listing date of shares of the Company and to align the Scheme with
compliance requirement of SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, read with
the SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 (“SEBI SBEB Regulations”). Under
the ESOS 2018, no vesting shall occur until date of listing of shares on recognized Stock Exchanges by the
Company in respect of proposed offer.

162 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

ESOS- 2021
On 17 March 2021, the Board of Directors approved the Employees Stock Option Scheme 2018 (”ESOS 2021”)
in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, read with the
SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (“SEBI SBEB Regulations”), which was
approved by the shareholders on 17 March 2021. ESOS 2021 was formulated with the same objective of ESOS
2011 & ESOS 2018.”

ESOS 2021 provides that Options so granted, shall not represent more than 5% of the fully diluted share
capital of the Company at any given point of time (“Ceiling Limit”) and no Grantee shall be granted Options
during any one year, equal to or exceeding 1% of the issued capital of the Company except with the specific
approval of the members accorded in a general body meeting by way of a special resolution. As per ESOS
2021 Grant letters, holders of vested Options are entitled to purchase one equity share for every Option at an
exercise price of ` 433.28.


Note: The aforementioned schemes have been defined prior to giving effect to stock split from ` 10 to ` 1
dated 25 March 2021.

The Options were granted on the dates as mentioned in the table below:
Scheme Grant Date Number Exercise Vesting Condition Vesting Contractual
of Options Price (`) period period
granted^ (Post Split)
ESOS - 19 May 20,882,000 11.17 Graded vesting over 4 30 June 0 years to 4
2011 2012 years or after the filling 2022* years
of RHP by the Company (Previous year:
for the purpose of IPO, 0 years to 5
whichever is later. years)
ESOS - 31 May 3,000,000 11.17 Graded vesting over 4 30 June 0 years to 4
2011 2014 years or after the filling 2022* years
of RHP by the Company (Previous year:
for the purpose of IPO, 0 years to 5
whichever is later. years)
ESOS - 21 5,060,000 30.61 Graded vesting over 4 1 January 0 years to 4.76
2018 September years or after the filling 2023# years
2018 of RHP by the Company (remaining (Previous year:
for the purpose of IPO, 255,000 0.25 years to
whichever is later. options) 5.76 years)
ESOS - 17 March 7,200,000 43.33 Graded vesting over 4 17 March 0 years to 8
2021 2021 years being first vesting 2023 years
due on 17 March 2022 to (Previous year:
17 March 1 year to 9
2025 years)
* A
 s mentioned above, ESOS - 2011 was amended and approved in shareholders meeting dated 17 February
2021. Accordingly, all Options under ESOS 2011 were vested immediately on the day of passing the said
resolution.
# As mentioned above, ESOS - 2018 was amended and approved in shareholders meeting dated 17 February
2021 for linking the vesting of options to listing date of shares of the Company.
Note - Exercise period in every scheme is maximum five years from the date of vesting of shares.

Annual Report 2021-22 163

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

b. Measurement of fair values

The fair values are measured based on the Black-Scholes-Merton model. The fair value of the options and inputs
used in the measurement of the grant date fair values of the equity -settled share based payments are as follows:
Particulars Options Options Options Options
granted on 17 granted on 21 granted on granted on
March 2021 September 2018 31 May 2014 19 May 2012
Fair value per Option at grant date (in `) 18.35 - 23.94 10.53 - 13.30 12.32 5.64 - 5.72
Share price at grant date (in `) 43.30 26.90 15.11 9.32
Exercise price (in `) 43.33 30.61 11.17 11.17
Expected volatility 45.60% - 35.27% - 35.77% 64.20% 43.03%
50.50%
Expected life (in years) 3.50 - 6.50 4.75 - 6.75 8.59 8.38 - 8.63
Expected dividends 0.00% 0.00% 0.00% 0.00%
Risk-free interest rate 5.39% - 6.31% 8.06% - 8.11% 9.19% 8.50% - 8.51%

The risk free interest rates are determined based on current yield to maturity of 10 years Government Bonds with
similar residual maturity equal to expected life of the Options. Expected volatility calculation is based on historical
daily closing stock prices of competitors using standard deviation of daily change in stock price. The minimum
life of the stock option is the minimum period before which the options cannot be exercised and the maximum life
is the period after which options cannot be exercised. The expected life has been considered based on average of
maximum life and minimum life and may not necessarily be indicative of exercise patterns that may occur.

c. Effect of employee stock option schemes on the consolidated statement of profit and loss
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee stock option scheme (reversal)/expense* 64.87 22.62
64.87 22.62
*included in Salaries, wages and bonus (refer note 28)

d. Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the share option schemes are as follows:
As at 31 March 2022 As at 31 March 2021
Number of Weighted Number of Weighted
Particulars
options average exercise options average exercise
price (`) price (`)
Number of Options granted, exercised and
forfeited
Options outstanding as at the beginning of the 8,580,000 40.47 19,855,000 12.40
year
Add: Options granted during the year - - 7,200,000 43.33
Less: Options exercised during the year 2,212,500 38.93 15,815,000 11.17
Less: Options forfeited/ lapsed during the year 1,040,000 43.33 2,660,000 12.92
Options outstanding as at the end of the year 5,327,500 40.55 8,580,000 40.47
Options exercisable at the end of the year 452,500 17.74 - -
Weighted average share price at exercise date (`) 159.80 43.33

164 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at As at
Particulars
31 March 2022 31 March 2021
Weighted average remaining life of options outstanding at the end of 5.58 7.62
year (in years)

41. Capitalisation of expenditure incurred during construction period (refer Note 3B)
 he Group has commenced operations of certain quick service restaurants (stores) during the year ended 31 March 2022
T
and 31 March 2021. Certain directly attributable costs are incurred on commissioning of the quick service restaurants
up to the date of commercial operations. This cost has been apportioned to certain property, plant and equipment on
reasonable basis. Details of such costs capitalised is as under :-
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefits expense 82.56 20.60
Other expenses (includes rent, freight and architect fees etc.) 75.09 35.99
157.65 56.59

42. Impairment of non-financial assets

In accordance with Ind AS 36 “Impairment of Assets”, the Group has identified individual quick service restaurants
(stores) as a separate cash generating unit (CGU) for the purpose of impairment review. Management periodically
assesses whether there is an indication that an asset may be impaired using a benchmark of two-year’s history of
operating losses or marginal profits for a store. In view of higher operating costs or decline in projected sales growth,
certain stores have been impaired in the current and previous years. Based on the results of impairment testing for these
stores in the current year, the property, plant and equipment, right-of-use assets and other intangible assets, carrying
value of these stores aggregating ` 542.05 (net of opening provision for impairment of ` 5.05) (31 March 2021: ` 568.65
net of opening impairment provision of ` 96.11) have been reduced to the recoverable amount aggregating to ` 409.97
(31 March 2021: ` 14.80) by way of impairment charge of ` 132.07 (31 March 2021: ` 553.74). Recoverable amount is
value in use of these stores computed based upon projected cash flows from operations with sales growth of Nil to
5% (31 March 2021: Nil-5%) and salary growth rate of 6% (31 March 2021: 6%), over balance lease term, discounted at
rate (determined by an independent registered valuer) of 12.15 % p.a. (31 March 2021: 12.17% p.a.). Carrying value of a
store includes property, plant and equipment, intangible assets used at a store and right-of-use assets and allocated
corporate assets. Further carrying value and recoverable value of each store is calculated net of lease liabilities.

Moreover, the impairment reversal of ` 162.24 (31 March 2021: ` 73.69) is primarily on account of stores where the
actual sales growth rate has exceeded the projected sales growth rate, hence the recoverable amount aggregating to
` 2837.03 (31 March 2021: ` 277.72) has exceeded the written down value of these stores aggregating ` 1860.89 (after
considering impairment charge recorded in previous years amounting to ` 403.92) (31 March 2021: ` 204.03 after
considering impairment charge recorded in preceding previous year amounting to ` 183.21).

The key assumptions have been determined based on management’s calculations after considering, past experiences
and other available internal information and are consistent with external sources of information to the extent applicable.

Management has identified that a reasonably possible change in the three key assumptions could cause a change in
amount of impairment loss/ (reversal). The following table shows the amount by which the impairment loss/(reversal)
would increase/ (decrease) on change in these assumptions by 1%. All other factors remaining constant.

Annual Report 2021-22 165

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Impairment (reversal)/charge
31 March 2022 31 March 2021
Impairment charge for non financial assets 132.08 553.74
Impairment reversal for non financial assets (162.23) (73.69)
Impairment (reversal)/charge (30.15) 480.05

For the year ended For the year ended

Sensitivity analysis
31 March 2022 31 March 2021
Discount Rate
(Increase by 1%) 3.34 2.15
(Decrease by 1%) (3.43) (1.93)
Sales Growth Rate
(Increase by 1%) (15.86) (9.25)
(Decrease by 1%) 16.84 11.96
Salary Growth Rate
(Increase by 1%) 5.37 1.97
(Decrease by 1%) (5.41) (1.81)

43. Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents that are required
by the transfer pricing legislation under Section 92-92F of the Income-tax Act, 1961. Since the law requires existence
of such information and documentation to be contemporaneous in nature, the Group is in the process of updating the
documentation for the international transactions entered into with the associated enterprises during the financial year
and expects such records to be in existence latest by due date as required under the law. The management is of the
opinion that its international transactions with the associated enterprises are at arm’s length so that the aforesaid
legislation will not have any impact on the consolidated financial statements, particularly on the amount of tax expense
and that of provision for taxation.

44. Capital management

For the purpose of the Group’s capital management, capital includes issued equity capital, all other equity reserves
attributable to the equity holders of the Company and combination of both long-term and short-term borrowings.
The Group’s objective for capital management is to maximize shareholder’s value, safeguard business continuity
and support the growth of the Group. Group determines the capital requirement based on annual operating plan and
other strategic investment plans. Group manages its capital structure and makes adjustments in light of changes
in economic conditions and the requirements of the financial covenants. The Group’s funding requirements are met
through equity infusions, internal accruals and a combination of both long-term and short-term borrowings. The Group
raises long term loans mostly for its expansion requirements and based on the working capital requirement utilise the
working capital facilities. Group monitors capital on the basis of consolidated total debt to consolidated total equity
on a periodic basis. As a part of its capital management policy the Group ensures compliance with all covenants and
other capital requirements related to its contractual obligations. No changes were made in the objectives, policies or
processes for managing capital during the year ended 31 March 2022 and 31 March 2021.

As at As at
Sensitivity analysis
31 March 2022 31 March 2021
Borrowings (non-current and current) 1,324.80 4,633.27
Total debt (a) 1,324.80 4,633.27
Equity share capital 1,204.74 1,153.63
Other equity 5,658.29 -15.90
Non-controlling interests (47.42) (419.15)
Total equity (b) 6,815.61 718.58
Debt equity ratio (c=a/b) 0.19 6.45

166 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

45. Employee benefits

I. Defined contribution plans
An amount of ` 132.54 (31 March 2021: ` 86.44) has been recognised as an expense in respect of the Group’s
contribution to the Employees’ Provident Fund and other fund deposited with the relevant authorities and has been
charged to the Consolidated Statement of Profit and Loss.

II. Defined benefit plans

The Group operates a gratuity plan wherein every employee is entitled to the benefit. Gratuity is payable to all
eligible employees (who have completed 5 years or more of service) of the Company on retirement, separation,
death or permanent disablement, in terms of the provisions of the Payments of Gratuity Act, 1972. Gratuity liability
is partially funded by the Company through annual contribution to DIL Employees Gratuity Trust (the ‘Trust’)
against ascertained gratuity liability. Trustees administer contributions made to the Trust and contributions are
invested in a scheme with the Life Insurance Corporation of India as permitted by law of India.

The funding requirements of the plan are based on the gratuity fund’s actuarial measurement framework set out
in the funding policies of the plan. The funding of the plan is based on a separate actuarial valuation for funding
purpose for which assumptions may differ from the assumptions set out in (iii) below. Employees do not contribute
to the plan.

The Group has defined that, in accordance with the terms and conditions of the aforesaid plan and in accordance
with statutory requirements (including minimum funding requirements) of the plan of relevant jurisdiction, the
present value of refund or reduction in future contributions is not lower than the balance of the total fair value of
the plan assets less than total present value of obligations.

The following table sets out the status of the gratuity plan as required under Ind AS 19 - ‘Employee Benefits’
i. Changes in present value of defined benefit obligation:
As at As at
Particulars
31 March 2022 31 March 2021
Present value of obligation as at beginning of year 165.71 117.53
Acquisition adjustment - 30.36
Interest cost 8.15 6.50
Current service cost 23.78 22.92
Benefits paid (15.91) (24.00)
Actuarial (gain)/loss recognised in other comprehensive income 0.70 -
- changes in demographic assumption - -
- changes in financial assumption (0.97) 0.84
- experience adjustment (0.35) 12.03
Exchange differences on translation (0.59) (0.47)
Present value of obligation as at end of year 180.52 165.71

ii. Reconciliation of the present value of plan assets :

As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the year 0.24 14.02
Return on plan assets recognised in other comprehensive 0.72 0.62
income
Fund Charges (0.08) (0.05)
Contribution paid into the plan 29.90 5.00
Benefits paid (12.65) (19.35)
Balance at the end of the year 18.13 0.24
Net defined benefit liability/ (asset) 162.39 165.47

Annual Report 2021-22 167

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

iii. Actuarial Assumptions

A. Economic assumptions
The principal assumptions are the discount rate and salary growth rate. The discount rate is generally based
upon the market yields available on Government bonds at the accounting date with a term that matches
that of the liabilities and the salary growth rate takes into account inflation, seniority, promotion and other
relevant factors on long term basis. Valuation assumptions are as follows.
Particulars 31 March 2022 31 March 2021
Discounting rate 4% - 13% 4% - 14%
Future salary increase 6% - 11% 6% - 11%

B. Demographic assumptions
Particulars 31 March 2022 31 March 2021
(i) Retirement age (years) 58-60 58-60
(ii) Ages Withdrawal rate Withdrawal rate
per annum(%) per annum(%)
Up to 30 years 50 50
From 31 to 44 years 37 37
Above 44 years 30 30

(iii) Assumptions regarding future mortality are not based on actuarial advice in accordance with published
statistics and experience in each territory. These assumptions translate into an average life expectancy
in years for a retiring employee.

iv. Information for funded plans with a defined benefit obligation:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Defined benefit obligations 165.71 147.89
Fair value of plan assets 18.13 0.24
147.58 147.65

v. Information for non funded plans with a defined benefit obligation:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Defined benefit obligation 14.81 17.82
14.81 17.82

vi (a) Expense recognised in Consolidated Profit or Loss:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefit expenses:
(a) Current service cost 23.78 22.99
(b) Interest cost 8.15 6.50
(c) Interest income on plan assets (0.01) (0.71)
31.92 28.78

168 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(b) Remeasurement recognised in other comprehensive income:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Actuarial gain/(loss) on defined benefit obligation 0.63 (12.81)
Actuarial gain/(loss) on plan assets 0.64 (0.13)
1.27 (12.94)
Expense recognised in the consolidated statement of profit and 30.65 41.72
loss

vii. Reconciliation statement of expense in Consolidated Statement of Profit and Loss:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Present value of obligation as at the end of the year 180.32 165.52
Present value of obligation as at the beginning of the year (165.52) (117.43)
Benefits paid 15.91 24.00
Actual return on plan assets (0.65) (0.57)
Acquisition adjustment - (30.36)
Exchange differences on translation 0.59 0.56
Expenses recognised in the Consolidated Statement of Profit and Loss 30.65 41.72

The Group expects to contribute ` 30 (31 March 2022 ` 31.37) to gratuity in the next year.

viii. Change in fair value of plan assets:

As at As at
Particulars
31 March 2022 31 March 2021
Opening fair value of plan assets 0.24 14.02
Actual return on plan assets 0.72 0.62
Fund charges (0.08) (0.05)
Contribution by employer 29.90 5.00
Benefits paid (12.65) (19.35)
Fair value of plan assets as at year end 18.13 0.24

ix. The Group’s expected maturity analysis of undiscounted defined benefit liability is as follows:
Particulars Less than a year Between one to Between two to Over five years
two years five years
31 March 2022 60.61 42.06 69.95 102.12
31 March 2021 54.86 40.00 63.80 113.22

x. Bifurcation of closing net liability at the end of year

As at As at
Particulars
31 March 2022 31 March 2021
Current liability (amount due within one year) 54.62 54.63
Non-current liability (amount due over one year) 107.58 110.66
162.20 165.29

Annual Report 2021-22 169

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

xi. Sensitivity analysis

A quantitative sensitivity analysis for significant assumptions is as shown below:
Impact of the change in discount rate on defined benefit obligation
As at As at
Particulars
31 March 2022 31 March 2021
a) Impact due to increase of 1% (3.12) (2.79)
b) Impact due to decrease of 1% 3.04 2.86

Impact of the change in salary on defined benefit obligation

As at As at
Particulars
31 March 2022 31 March 2021
a) Impact due to increase of 1% 3.00 2.75
b) Impact due to decrease of 1% (3.10) (2.77)

 he sensitivity analysis is based on a change in above assumption while holding all other assumptions constant.
T
The changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation
calculated with the projected unit credit method at the end of the reporting year) has been applied when calculating
the provision for defined benefit plan recognised in the Consolidated Balance Sheet.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the
previous years.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.

Risk exposure:
The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:
Change in discount rates: A decrease is discount yield will increase plan liabilities
Mortality table: The gratuity plan obligations are to provide benefits for the life of the member, so increase in life
expectancy will result in a increase in plan liabilities.

III. Compensated absences

(a) Expense recognised in the consolidated statement of profit or loss:
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefit expenses:
(a) Current service cost 20.71 27.00
(b) Interest cost 4.09 2.84
(c) Net actuarial loss recognized in the year 0.85 20.23
25.65 50.07

IV. Code of Social Security

The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-employment
received Presidential assent in September 2020. Subsequently, the Ministry of Labour and Employment had released
the draft rules on the aforementioned Code. However, the same is yet to be notified. The Group will evaluate the impact
and make necessary adjustments to the financial statements in the period when the Code will be notified and will come
into effect.

170 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

46. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (“CODM”) of the Group. The CODM is considered to be the Board of Directors who make strategic
decisions and is responsible for allocating resources and assessing the financial performance of the operating
segments.

The Group’s business activity falls within a single business i.e. Food and Beverages in terms of Ind AS 108 on Segment
Reporting. Information about secondary segment (Consolidated basis) The geographical segments considered are
”within India” and ”outside India”. The relevant disclosure are as follows:

Information about geographical area - Income

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
a. Food and beverage segment #
(i) Within India 18,938.29 10,194.80
(ii) Outside India 1,901.81 1,153.58
b. Other income (refer note 24) @ 161.21 640.57
Total 21,001.31 11,988.95

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
Non-current assets ^
(i) Within India 16,721.03 13,342.89
(ii) Outside India 1,231.10 916.89
Total 17,952.13 14,259.78

No single external customer amounts to 10% or more of the Group’s revenue.

# R
 evenue from food and beverage segment is directly attributed to within India and outside India operations.
@ Other income is not allocated as the underlying assets/ liabilities/income are used interchangeably.
^ N
 on-current assets, other than financial instruments and income tax assets (net)/deferred tax asset (net), primarily
comprises property, plant and equipment.

47. Interest in joint venture

Joint Venture
During the previous year, the Group had transferred the entire investment in equity shares to MGF International Holding
(Singapore) Pte Limited at ` 73 (absolute) with effect from 26 March 2021 and therefrom, it ceases to be the joint
venture of the Company.

Annual Report 2021-22 171

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

48. Non-controlling interests (NCI)

The following table summarises the financial information relating to each of the Group’s subsidiaries that has material
NCI, before any intra-group eliminations:
RV Enterprizes Pte. Limited * Devyani Airport Services (Mumbai)
Particulars Private Limited
31 March 2022 31 March 2021 31 March 2022 31 March 2021
NCI Percentage 13% 13% 49% # 49%
Summary of balance sheet
Non-current assets 524.09 544.92 - 645.47
Current assets 686.62 175.31 - 15.69
Non-current liabilities (662.35) (1,771.63) - (1,353.21)
Current liabilities (1,125.52) (654.10) - (85.81)
Net assets (577.17) (1,705.50) - (777.86)
Accumulated NCI (47.42) (86.83) (345.36) (332.32)
Reversal of NCI - - 345.36 -
Net NCI (47.42) (86.83) - (332.32)
Summary of statement of profit and loss
Total revenue 1,433.28 937.01 26.23 192.98
Profit/(loss) for the year 1.05 (82.39) (26.47) (105.60)
Other comprehensive (loss(/income for the 138.11 122.49 (0.14) (0.18)
year
Total comprehensive (loss)/income for the 1,572.44 40.10 (26.61) (105.78)
year
Profit/(loss) allocated to NCI 0.76 (26.05) (12.97) (51.74)
Other comprehensive income allocated to 38.16 42.68 (0.07) (0.09)
NCI
Total comprehensive income allocated to 38.92 16.63 (13.04) (51.83)
NCI
Summary of cash flow statement
Cash flows generated from/(used in) 412.39 249.35 2.06 82.09
operating activities
Cash flows used in investing activities (200.56) (80.55) 1.24 0.94
Cash flows generated from financing (195.56) (130.48) (7.28) (77.21)
activities
Net increase/(decrease) in cash and cash 16.27 38.32 (3.98) 5.82
equivalents
* Post consolidation of Devyani International (Nigeria) Limited (Subsidiary of RV Enterprizes Pte. Limited)
# on 12 July 2021 the Company purchased the shares of Devyani Airport Services Mumbai Private Limited (DASMPL),
held by High Street Food Services Private Limited (49% shares) for a consideration of ` 0.74.

172 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Transactions with NCI (adjustments with in other equity)

As at As at
Particulars
31 March 2022 31 March 2021
Acquisition of shares from non-controlling stake holder 0.74 -
Distributions of non reciprocal capital contributions - 7.19
Reversal of NCI on acquiquring 100% stake in Devyani Airport Services (346.10) -
(Mumbai) Private Limited
(345.36) 7.19

49. Additional information required by Schedule III to the Act:

As at 31 March 2022
Net assets (Total Share in profit/(loss) Share in other comprehensive Share in total comprehensive
assets - Total liabilities) income/(loss) income/(loss)
Name of the entity in the As % of Amount As % of Amount As % of Amount As % of Amount
group consolidated consolidated consolidated other consolidated total
Net assets loss comprehensive comprehensive
income/(loss) income/(loss)
Parent
Devyani International Limited 131.04% 8,931.25 98.88% 1,533.83 1.17% 1.66 90.72% 1,535.49
(DIL)
Subsidiaries
(Parent's share)
Subsidiaries Incorporated in
India
Devyani Food Street Private (-1.53%) (104.03) -0.95% (14.80) 0.08% 0.11 (-0.87%) (14.69)
Limited
Devyani Airport Services (-6.61%) (450.30) -6.39% (99.09) 0.15% 0.21 (-5.84%) (98.88)
(Mumbai) Private Limited
Subsidiaries Incorporated
outside India
Devyani International (Nepal) 1.90% 129.39 2.51% 38.98 (-0.34%) (0.48) 2.27% 38.50
Private Limited
RV Enterprizes Pte. Limited (-8.32%) (567.36) 0.02% 0.31 70.68% 99.95 5.92% 100.27
Non controlling interest
Subsidiaries Incorporated in
India
Devyani Airport Services - - (-0.84%) (12.97) (-0.05%) (0.07) (-0.77%) (13.04)
(Mumbai) Private Limited
Subsidiaries Incorporated
outside India
RV Enterprizes Pte. Limited (-0.70%) (47.42) 0.05% 0.76 26.98% 38.16 2.30% 38.91
Inter group eliminations (-15.79%) 1,075.92) 6.71% 104.13 1.32% 1.87 6.26% 106.00
As at 31 March 2022 100.00% 6,815.61 100.00% 1,551.15 100.00% 141.41 100.00% 1,692.56

Annual Report 2021-22 173

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at 31 March 2021
Net assets (Total Share in profit/(loss) Share in other comprehensive Share in total comprehensive
assets - Total liabilities) income/(loss) income/(loss)
Name of the entity in the As % of Amount As % of Amount As % of Amount As % of Amount
group consolidated consolidated consolidated other consolidated total
Net assets loss comprehensive comprehensive
income/(loss) income/(loss)
Parent
Devyani International Limited 416.24% 2,991.05 103.68% (653.05) -22.84% (11.92) 115.11% (664.97)
(DIL)
Subsidiaries
(Parent's share)
Subsidiaries Incorporated in
India
Devyani Food Street Private (-26.69%) (191.77) 10.05% (63.30) 0.78% 0.41 10.89% (62.89)
Limited
Devyani Airport Services (-108.25%) (777.86) 16.77% (105.61) (-0.34%) (0.18) 18.31% (105.79)
(Mumbai) Private Limited
Subsidiaries Incorporated
outside India
Devyani International (Nepal) 5.60% 40.26 (-1.43%) 9.03 0.50% 0.26 (-1.61%) 9.29
Private Limited
Devyani International (UK) - - 41.82% (263.43) (-112.76%) (58.86) 55.79% (322.29)
Private Limited
RV Enterprizes Pte. Limited (-191.10%) (1,373.17) 8.94% (56.34) 152.89% 79.81 (-4.06%) 23.47
Non controlling interest
Subsidiaries Incorporated in
India
Devyani Airport Services (-46.25%) (332.32) 8.21% (51.74) (-0.17%) (0.09) 8.97% (51.83)
(Mumbai) Private Limited
Subsidiaries Incorporated
outside India
RV Enterprizes Pte. Limited (-12.08%) (86.83) 4.14% (26.05) 81.76% 42.68 (-2.88%) 16.63
Inter group eliminations 62.52% 449.24 (-92.18%) 580.62 0.17% 0.09 (-100.53%) 580.71
At 31 March 2021 100.00% 718.58 100.00% (629.87) 100.00% 52.20 100.00% (577.67)

50. The Board of Directors of the Company (“Board”) in its meeting dated 13 December 2021 approved the scheme of
amalgamation for amalgamation of Devyani Food Street Private Limited and Devyani Airport Services (Mumbai) Private
Limited (both are wholly owned subsidiary companies) with the Company subject to approval of shareholders, creditors,
stock exchanges, National Company Law Tribunal (NCLT) and any other statutory/applicable authorities as may be
required. The Company is yet to file the Scheme of amalgamation with NCLT.

51. Business Combination

During the year ended 31 March 2020, the Group executed a Business Transfer Arrangement dated 11 December 2019
(‘BTA’) with Yum Restaurants (India) Private Limited (“Yum”) for acquiring 61 KFC stores (60 stores as amended) in
multiple tranches. Till 31 March 2020, the Group had acquired 9 KFC stores on 01 March 2020 from Yum on a slump
sale basis for an estimated purchase consideration of ` 339.34 and the remaining 51 stores were acquired during the
year ended 31 March 2021 for a purchase consideration of ` 1,960.66, an aggregate consideration of ` 2,300. Yum is
the franchiser of KFC, Pizza Hut, Taco Bell brand and the Group has acquired KFC stores from Yum in order to expand
its operations in Karnataka, Andhra Pradesh and Telangana.

Assets acquired and liabilities assumed

174 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The fair values of the identifiable assets and liabilities as at the date of acquisition were:
As at
Particulars
31 March 2021
Assets
Property, plant and equipment (refer note 3A) 360.70
License fee (refer note 7) 198.79
Franchisee rights (refer note 7) 916.22
Inventories 27.11
Other assets 69.05
1,571.87
Liabilities 31.32
31.32
Total identifiable net assets (at fair value) 1,540.55
Purchase consideration to be transferred/transferred in cash 1,960.66
Goodwill (refer note 6) 420.11

The goodwill is attributable to the operational synergies and expansion on market share.

Transaction costs of ` 0.42 have been expensed for the year ended 31 March 2021 and was included in “Other expenses”
in the consolidated statement of Profit and Loss and are part of the operating cash flows in the consolidated statement
of cash flow.

From the date of acquisition, during the year ended 31 March 2021, acquired stores under business combination
contributed ` 1,479.64 of revenue and profit of ` 223.21 to profit/(loss) before tax from continuing operations of the
Group. If the combination had taken place at the beginning of an acquisition year, the Group revenue from continuing
operations would have been ` 1,754.45 for the year ended 31 March 2021 and since the details on profit after tax
is not available at individual store level separately, such information had not been disclosed for the year ended
31 March 2021.

52. Discontinued Operations.

The Group has business of tea trading in the brand name of TWG which has operations in India through two stores,
in the Group (‘TWG India’) and in UK [through its subsidiary - Devyani International (UK) Private Limited (‘DIL UK
or TWG UK’)]. During the year ended 31 March 2021, the Group has sold TWG India business by way of slump sale
to RJ Corp Limited (the holding Group) on 1 March 2021. Further, the Group has also sold its entire shareholding
in DIL UK to Arctic International Private Limited (Mauritius) (a fellow subsidiary Group) on 17 February 2021.
Accordingly, both TWG India and TWG UK have been reported as discontinued operation during the current year up to
28 February 2021 and 16 February 2021, respectively. Financial information relating to the discontinued operation for
the period to the date of disposal are set out as below:-

(i) Financial performance and cash flow information

For the period ended
TWG India (A)
28 February 2021
Revenue from operations 22.44
Other income 12.26
Total income 34.70
Purchase of stock-in-trade -
Changes in inventories of stock-in-trade 55.31
Employee benefits expense 5.96

Annual Report 2021-22 175

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the period ended

TWG India (A)
28 February 2021
Finance costs 3.93
Depreciation and amortisation expense 18.06
Impairment of non-financial assets 49.87
Other expenses 11.25
Total expenses 144.38
Loss before tax (109.68)
Gain on transfer of business operations (refer to (ii) below) 17.05
Loss from discontinued operation (92.63)

For the period ended

TWG UK (B)
16 February 2021
Revenue from operations 65.08
Other income 121.25
Total income 186.33
Expenses
Purchase of stock-in-trade 11.47
Changes in inventories of stock-in-trade 36.09
Employee benefits expense 59.52
Finance costs * 89.79
Depreciation and amortisation expense 172.47
Other expenses 62.81
Total expenses 432.15
Loss from discontinued operation (245.82)
Other comprehensive income from discontinued operation
Exchange differences to be reclassified to statement of profit and loss (58.86)
Total comprehensive income from discontinued operation (304.68)
Gain on transfer of business operations (refer to (ii) below) 521.81
Net loss from discontinued operation 217.13
Total Profit/(loss) from discontinued operation (A) + (B) 124.50
* Net of intra group elimination

For the period ended

Cash Flow Statement for discontinued Operations
28 February 2021*
Net cash inflow/(outflow) from;
Net cash outflow from operating activities (70.07)
Net cash inflow from investing activities 6.05
Net cash inflow from financing activities 712.97
Effect of exchange rate change (13.15)
Net cash used in discontinued operations* 635.80

(ii) Details of the sale of discontinued Operations

176 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

TWG India TWG UK

Date of Transfer 1 March 2021 17 Feburary 2021
Consideration received in cash 10.00 3.60
Carrying amount of net assets transferred (refer to (iii) below) (7.05) (582.88)
Exchange difference Gain/ (loss) on translation of discontinued - 64.67
operation
Gain/ (loss) on sale of discontinued Operations 17.05 521.81

(iii) The carrying amounts of assets and liabilities as at the date of transfer were:
TWG India TWG UK
Date of Transfer 1 March 2021 17 Feburary 2021
Assets
Non Current Assets
Property, plant and equipment 0.70 309.56
Right-of- use assets 30.67 2,507.94
Loans - 9.77
Current Assets
Inventories 0.46 90.06
Financial assets - 3.10
Other current assets 16.74 9.55
Total assets (A) 48.57 2,929.98
Liabilities
Non Current Liabilities
Lease liabilities 47.72 2,620.35
Borrowings - 784.93
Other financial liabilities - 4.05
Current Liabilities
Trade Payable - 47.80
Other financial liabilities - 55.72
Other current liabilities 7.90 0.01
Total liabilities (B) 55.62 3,512.86
Net assets (A-B) (7.05) (582.88)

53. Initial Public Offering (IPO)

The Company has completed its Initial Public Offer (“IPO”) of 204,222,218 Equity Shares of Face Value of ` 1/- each
(“equity shares”) for a price of ` 90/- per Equity Share (including a share premium of ` 89/- per Equity Share) aggregating
to ` 18,380 comprising a fresh issue of 48,888,888 Equity Shares for ` 4,400 (the “fresh issue”) and an Offer for Sale
of 155,333,330 Equity Shares for ` 13,980. The Equity Shares of the Company got listed with BSE Limited and National
Stock Exchange of India Limited on 16 August 2021.

The utilisation of the fresh issue proceeds is summarised below:

Annual Report 2021-22 177

Notes forming part of the Consolidated Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Utilization planned Total utilized upto Amount pending for

Objects of the issue as per prospectus as per prospectus 31 March 2022* utilization as at 31
March 2022
Payment of share issue expenses 151.81 158.40 -
Repayment/prepayment of borrowings 3,240.00 3,419.70 -
General corporate purposes 1,008.19 821.90 -
Total 4,400.00 4,400.00 -

* Excess utilization towards offer related expenses and borrowings repayments has been adjusted with general
corporate purposes of the fresh issue.
The Company has incurred expenses of ` 158.40 during the year ended 31 March 2022 in connection with public offer
of equity shares. Out of this, ` 146.29 have been adjusted against securities premium as permissible under section 52
of the Companies Act, 2013 on successful completion of Initial Public Offer (IPO) and listing expenses of ` 12.10 have
been shown as IPO expenses under exceptional items (refer note 32).

54. Additional regulatory information not disclosed elsewhere in the financial information
(a) The Company and its Indian subsidiaries do not have any Benami property and no proceedings have been initiated
or pending against the Company and its Indian subsidiaries for holding any Benami property, under the Benami
Transactions (Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
(b) The Company and its Indian subsidiaries do not have any transactions with struck off companies under section
248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956, except for the parties mentioned
below:

Name of the struck off Nature of Balance Relationship Balance Relationship

company transactions with outstanding with outstanding with
struck off as at 31 the struck off as at 31 March the struck off
company March 2022 company 2021 company
Ranjoli Textile Private Trade payables 0.26 Not Applicable - Not Applicable
Limited
Ranjoli Textile Private Security deposits 0.66 Not Applicable 0.66 Not Applicable
Limited receivables
Radical Infraone Private Capital creditors 0.20 Not Applicable 0.20 Not Applicable
Limited
Sakha Services Private Trade payables 0.01 Not Applicable 0.01 Not Applicable
Limited

(c) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:
- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Group (Ultimate Beneficiaries) or
- provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(d) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Group shall:

178 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the Consolidated Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

- directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party(Ultimate Beneficiaries) or
- provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(e) The Company has not undertaken any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(f) The Group have not traded or invested in Crypto currency or Virtual Currency during the current or previous year.
(g) The Company has not been declared as a ‘Wilful Defaulter’ by any bank or financial institution (as defined under
the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by
the Reserve Bank of India.
(h) The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.

55. During the year, the Company has paid remuneration to a whole-time director of ` 138.70, which is in excess of the
limits laid down under the provisions of the section 197 read with Schedule V of the Companies Act, 2013 by ` 75.73
which has also resulted in exceeding the overall limit of remuneration payable by the Company to its directors by
` 53.79. Such remuneration exceeded by virtue of exercise of employee stock options. The Company has obtained
approval from the Nomination and Remuneration Committee of the Company for the excess managerial remuneration
paid and is in process of obtaining necessary approvals from its shareholders by way of a special resolution as per the
provisions of section 197 and Schedule V to the Act at the ensuing Annual General Meeting (AGM).

56. During FY 2020-21, Company has renewed Development Agreements with Yum Restaurant India Pvt. Ltd. (franchiser)
with revised store opening targets and accordingly franchiser has agreed to give certain incentives to the Company in
the form of initial fee waiver and certain other operational incentives. The Company has achieved the targets of new
stores opening for both KFC and PH brands and received incentives during the year as per the aforesaid Development
Agreement, which have been accounted as per Ind AS in the financial statements.

57. The amounts of previous reported period have been regrouped/reclassified pursuant to changes notified in Schedule-
III, during the year ended 31 March 2022 and wherever considered necessary in order to comply with financial reporting
requirements.

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 179

ANNEXURE - 1
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
Information in respect of each subsidiary to be presented with amounts (` in Millions)
S. Particulars Details Details Details Details Details
No.
1 Name of the Devyani Food Devyani Devyani RV Devyani International
subsidiary Street Private Airport International Enterprizes (Nigeria) Limited –
Limited Services Nepal Pte. Ltd. Step down subsidiary
(Mumbai) Private (Subsidiary of RV
Private Ltd. Limited Enterprizes Pte. Ltd.)
2 The date since when
14.04.2010 01.05.2013 02.07.2008 31.01.2011 31.01.2011
subsidiary was acquired
3 Reporting period for the From From From From From
subsidiary concerned, if 01.04.2021 01.04.2021 01.04.2021 01.04.2021 01.04.2021
different from the holding to to to to to 31.03.2022
company’s reporting period 31.03.2022 31.03.2022 31.03.2022 31.03.2022
4 Reporting currency INR (`) INR (`) INR (`) INR (`) INR (`)
5 Share capital 89.09 499.48 99.46 926.47 127.96
6 Other equity (193.12) (949.78) 29.93 206.80 1876.01
7 Total assets 352.60 616.99 642.14 1494.35 1024.78
8 Total Liabilities 352.60 616.99 642.14 1494.35 1024.78
9 Investments - - - 184.05 -
10 Revenue from operations and 292.17 278.44 478.39 12.60 1450.54
other income
11 Profit /(Loss) before tax 15.72 (112.06) 57.62 (2.31) 45.23
12 Tax expense 30.52 - 18.64 41.86
13 Provision for taxation - -
14 Other Comprehensive Income 0.11 0.14 (0.48) 28.84 109.27
15 Total comprehensive income/ 14.69 (111.92) 38.50 26.53 112.63
(loss) for the year
16 Proposed Dividend - - - - -
17 % of shareholding 100% 100%* 100% 87% 68.51%^
* Devyani Airport Services (Mumbai) Pvt. Ltd. is a wholly owned subsidiary of Devyani International Limited with effect from 12 July 2021.
^ The figure represents 87% of the total shareholding of RV Enterprizes Pte. Ltd. i.e. 68.51% in Devyani International (Nigeria) Ltd.

Notes: 1. Names of subsidiaries which are yet to commence operations: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Nil

Part “B”: Associates and Joint Ventures – NIL

For and on behalf of the Board of Directors
Devyani International Limited

Virag Joshi Raj P. Gandhi

Whole-time Director and CEO Director
DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram Whole-time Director and CFO Company Secretary & Compliance Officer
Date: May 2, 2022 DIN: 00319476 Membership No. 30496

180 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Independent Auditor’s Report

To the Members of Devyani International Limited Basis for Opinion
3. 
We conducted our audit in accordance with the
Report on the Audit of the Standalone Financial
Statements Standards on Auditing specified under section 143(10)
of the Act. Our responsibilities under those standards
Opinion
are further described in the Auditor’s Responsibilities
1. 
We have audited the accompanying standalone for the Audit of the Standalone Financial Statements
financial statements of Devyani International Limited section of our report. We are independent of the
(‘the Company’), which comprise the Balance Sheet
Company in accordance with the Code of Ethics issued
as at 31 March 2022, the Statement of Profit and
by the Institute of Chartered Accountants of India
Loss (including Other Comprehensive Income), the
(‘ICAI’) together with the ethical requirements that are
Statement of Cash Flow and the Statement of Changes
relevant to our audit of the financial statements under
in Equity for the year then ended, and a summary of the
the provisions of the Act and the rules thereunder,
significant accounting policies and other explanatory
and we have fulfilled our other ethical responsibilities
information.
in accordance with these requirements and the Code
2. In our opinion and to the best of our information and of Ethics. We believe that the audit evidence we have
according to the explanations given to us, the aforesaid obtained is sufficient and appropriate to provide a
standalone financial statements give the information basis for our opinion.
required by the Companies Act, 2013 (‘the Act’) in
the manner so required and give a true and fair view Key Audit Matters
in conformity with the Indian Accounting Standards 4. 
Key audit matters are those matters that, in our
(‘Ind AS’) specified under section 133 of the Act read professional judgment, were of most significance in
with the Companies (Indian Accounting Standards) our audit of the standalone financial statements of
Rules, 2015 and other accounting principles generally the current period. These matters were addressed in
accepted in India, of the state of affairs of the Company the context of our audit of the standalone financial
as at 31 March 2022, and its profit (including other statements as a whole, and in forming our opinion
comprehensive income), its cash flows and the
thereon, and we do not provide a separate opinion on
changes in equity for the year ended on that date.
these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matters How our audit addressed the key audit matter
Recognition of deferred tax assets Our audit procedures in relation to the recognition of deferred
tax assets included, but were not limited to, the following:
As detailed in Note 33 to the accompanying Standalone
financial statements, the Company has unused tax a)  Evaluated the design and tested the operating
benefits (losses and depreciation) amounting to ` effectiveness of key controls implemented by the
1,378.26 million (approx.) as at 31 March 2022 which Company over recognition of deferred tax assets
are available for set off against the future taxable based on the assessment of Company’s ability to
income of the Company. generate sufficient taxable profits in foreseeable future
allowing the use of deferred tax assets within the time
Deferred tax assets are recognised to the extent that it prescribed by income tax laws in accordance with the
is probable that taxable profit will be available against requirements of Ind AS 12, ‘Income Taxes’.
which the deductible temporary differences and the
carried forward unabsorbed depreciation and business b)  Reconciled the future taxable profit projections to
losses can be utilized. future business plans of the Company as approved by
the Board of Directors.

Annual Report 2021-22 181

 Key audit matters How our audit addressed the key audit matter
The Company’s ability to recover the deferred tax assets c)  Tested the assumptions used in aforesaid future
is assessed by the management at the end of each projections relating to the forecasts of future taxable
reporting period, taking into account forecasts of future profits and evaluated the reasonableness of the
taxable profits that Company expects to earn within assumptions, including future growth rate underlying
the period by which the brought forward losses can be the preparation of these forecasts based on actual
adjusted against such taxable profits as governed by historical results, other relevant existing conditions,
the Income-tax Act, 1961, and expected future reversals external data and market conditions.
of other existing taxable temporary differences.
d) Tested the mathematical accuracy of the projections
The determination of business projections underlying including sensitivity analysis performed by management
aforesaid taxable profit forecasts involve use of
e)  Performed independent sensitivity analysis to test
assumptions and estimates are judgmental, subjective
the impact of possible variations in key assumptions
and depend on future market and economic conditions
mentioned above to determine inputs that involved high
and materialization of the Company’s expansion plans.
estimation uncertainty of future projections.
Any change in these assumptions could have a material
impact on the carrying value of deferred tax assets. f) Evaluated management’s assessment of time period
available for adjustment of such deferred tax assets
Owing to the materiality of the balances, complexities
as per provisions of the Income-tax Act, 1961 and
and judgements involved as described above, we
appropriateness of the accounting treatment with
have identified the recoverability of deferred tax
respect to the recognition of deferred tax assets as per
assets recognized on brought forward tax losses and
requirements of Ind AS 12, Income taxes
unabsorbed depreciation and other timing difference as
a key audit matter for the current year audit. g)  Evaluated the appropriateness and adequacy of the
disclosures made in the financial statements in respect
of deferred tax assets in accordance with applicable
accounting standards
Impairment of investments (including loans) in Our audit procedures to test impairment of loans given to
subsidiaries and investment in subsidiary companies included, but were
not limited to, the following procedures:
Refer note 2(q) of Summary of significant accounting
policies and other explanatory information and the a) Obtained an understanding from the management with
note 32 of the standalone financial statements of the respect to process and controls implemented by the
Company for the year ended 31 March 2022. Company to identify possible impairment indicators
and to determine recoverability of the amounts from
The Company has investments (including loans) in
its subsidiary companies including testing of such
subsidiary companies amounting to ` 1,719.94 million
controls;
as at 31 March 2022 and has recognized impairment of
` 197.19 million as on 31 March 2022 (refer Note 6A & b) Assessed the professional competence, objectivity and
6B and 7 of the Standalone Financial Statements). capabilities of the external valuation expert engaged by
the management for performing the required valuations
The recoverability of the aforesaid amounts is
to estimate the recoverable value of the amounts
dependent on the operational performance of aforesaid
receivable from the subsidiary companies;
subsidiary companies, and for certain subsidiary
companies, the actual business performance has been c) Involved auditor’s valuation experts for review of the
lower than anticipated performance which has been valuation methodology including appropriateness of
identified by the management as possible impairment valuation assumptions used by the management’s
indicators under the principles of Ind AS 36, Impairment expert;
of Assets (‘Ind AS 36’).
d) Traced the future cash flow projections to approved
business plans of the subsidiary companies and
evaluates the reasonableness of the inputs used in the
projections by comparing past projections with actual
results, and considering our understanding of the
business and market conditions, as relevant;

182 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Key audit matters How our audit addressed the key audit matter
Management has assessed the recoverability of the e)  Evaluated sensitivity analysis performed by the
aforesaid amounts by carrying out a valuation of the management and further performed independent
subsidiary’s business with the help of an external sensitivity analysis on these key assumptions to
valuation expert using the discounted cashflow method, determination estimation uncertainty involved and
which requires management to make significant impact on conclusions drawn basis headroom available;
estimates and assumptions related to forecast of future and
revenue, operating margins, growth rate, expansion
f) Evaluated the appropriateness and adequacy of
plans and selection of the discount rates to determine
disclosures made in the standalone financial statements
the recoverable value to be considered for impairment
in accordance with the applicable accounting standard
testing of the carrying value of the aforesaid balances.
Considering the materiality of the above matter to the
standalone financial statements, complexities and
judgement involved, and the significant auditor attention
required to test such management’s judgement, we
have identified this as a key audit matter for current
year audit.
Impairment assessment of goodwill and non-current Our audit procedures for impairment assessment of goodwill
assets and non-current assets included but were not limited to the
following:
Refer note 2(f) of Summary of significant accounting
policies and other explanatory information and note 30 a) Obtained an understanding of impairment testing of
of the standalone financial statements of the Company goodwill and non-current assets process, evaluated
for the year ended 31 March 2022. the design, implementation and tested the operative
effectiveness of key internal financial controls relating to
As at 31 March 2022 the Company is carrying Goodwill
identification of indicators of impairment, identification
amounting to ` 504.57 million and Non-current assets
of CGUs and the recoverable amounts of CGUs;
aggregating to ` 15,012.57 million in its standalone
financial statements. b)  Evaluated appropriateness of identification of CGUs
basis our understanding of the business and the
In accordance with the requirements of Ind AS 36
model used in determining the value-in-use of the
Impairment of Assets, the Company performs an
CGUs involving auditor’s valuation experts including
annual impairment assessment of goodwill associated
assessment of valuation assumptions such as discount
with the cash generating units (CGUs) identified in the
rates;
Company, and of other non-current assets of CGUs
where impairment indicators have been identified, in c) Analyzed the performance of the CGUs and evaluated
order to determine whether the recoverable value is the reasonableness of the assumptions used in
below the carrying amount as at 31 March 2022. computation of business projections and value-in-use
as at 31 March 2022 basis our understanding of the
The management has determined that each store
business including current and expected market and
constitutes a separate CGU which is tested for
economic conditions, and traced such projections to
impairment as above. For the purpose, the Company
approved business plans;
determines recoverable value of CGUs using
Discounted Cash Flow Model (DCF Model) which require d)  Performed sensitivity analysis in respect of the key
determination of certain assumptions and estimates of assumptions used including revenue growth rates
future trading performance, operating margins, future and discount rate to verify appropriateness of such
growth rates and discount rates. assumptions;
The assessment of the recoverable amount requires e) Tested the arithmetical accuracy of the computation of
significant judgment relating to estimates of cash flow recoverable amounts of cash generating units; and
projections, growth rates and discount rates.
f) 
Assessed the appropriateness of the disclosures
included in note 45 in respect of impairment of non-
current assets including goodwill.

Annual Report 2021-22 183

 Key audit matters How our audit addressed the key audit matter
Consequent to such impairment assessment the
Company has recorded an impairment charge of
` NIL against Goodwill and ` 57.20 million against non-
current assets.
Due to the significant level of judgments and subjectivity
involved in determining recoverable amount and their
significance to the Company’s financial position, we
have identified this as a key audit matter in the current
year audit

Information other than the Financial Statements and 133 of the Act and other accounting principles
Auditor’s Report thereon generally accepted in India. This responsibility also
includes maintenance of adequate accounting records
6. The Company’s Board of Directors are responsible for
in accordance with the provisions of the Act for
the other information. The other information comprises
safeguarding of the assets of the Company and for
the information included in the Annual Report, but
preventing and detecting frauds and other irregularities;
does not include the standalone financial statements
selection and application of appropriate accounting
and our auditor’s report thereon. The Annual Report is
policies; making judgments and estimates that are
expected to be made available to us after the date of
reasonable and prudent; and design, implementation
this auditor’s report.
and maintenance of adequate internal financial
Our opinion on the standalone financial statements controls, that were operating effectively for ensuring
does not cover the other information and we will not the accuracy and completeness of the accounting
express any form of assurance conclusion thereon. records, relevant to the preparation and presentation of
the financial statements that give a true and fair view
In connection with our audit of the standalone financial and are free from material misstatement, whether due
statements, our responsibility is to read the other to fraud or error.
information identified above when it becomes available
and, in doing so, consider whether the other information 8. In preparing the standalone financial statements, the
is materially inconsistent with the standalone financial Board of Directors are responsible for assessing the
statements, or our knowledge obtained in the audit or Company’s ability to continue as a going concern,
otherwise appears to be materially misstated. disclosing, as applicable, matters related to going
concern and using the going concern basis of
When we read the Annual Report, if we conclude accounting unless the Board of Directors either intend
that there is a material misstatement therein, we are to liquidate the Company or to cease operations, or has
required to communicate the matter to those charged no realistic alternative but to do so.
with governance.
9. 
Those Board of Directors are also responsible for
Responsibilities of Management and Those Charged overseeing the Company’s financial reporting process.
with Governance for the Standalone Financial
Statements Auditor’s Responsibilities for the Audit of the
7. 
The accompanying standalone financial statements Standalone Financial Statements
have been approved by the Company’s Board of 10. 
Our objectives are to obtain reasonable assurance
Directors. The Company’s Board of Directors are about whether the financial statements as a whole
responsible for the matters stated in section 134(5) of are free from material misstatement, whether due to
the Act with respect to the preparation and presentation fraud or error, and to issue an auditor’s report that
of these standalone financial statements that give a includes our opinion. Reasonable assurance is a
true and fair view of the financial position, financial high level of assurance, but is not a guarantee that
performance including other comprehensive income, an audit conducted in accordance with Standards on
changes in equity and cash flows of the Company in Auditing will always detect a material misstatement
accordance with the Ind AS specified under section when it exists. Misstatements can arise from fraud or

184 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

error and are considered material if, individually or in • Evaluate the overall presentation, structure and
the aggregate, they could reasonably be expected to content of the financial statements, including the
influence the economic decisions of users taken on the disclosures, and whether the financial statements
basis of these financial statements. represent the underlying transactions and events
in a manner that achieves fair presentation; and
11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act • 
Obtain sufficient appropriate audit evidence
we exercise professional judgment and maintain
regarding the financial statements of the Company
professional skepticism throughout the audit. We also:
to express an opinion on the financial statements.

• 
Identify and assess the risks of material
12. We communicate with those charged with governance
misstatement of the financial statements, whether
regarding, among other matters, the planned scope
due to fraud or error, design and perform audit
and timing of the audit and significant audit findings,
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate including any significant deficiencies in internal control
to provide a basis for our opinion. The risk of not that we identify during our audit.
detecting a material misstatement resulting from
fraud is higher than for one resulting from error, 13. We also provide those charged with governance with
as fraud may involve collusion, forgery, intentional a statement that we have complied with relevant
omissions, misrepresentations, or the override of ethical requirements regarding independence, and to
internal control; communicate with them all relationships and other
matters that may reasonably be thought to bear on
• 
Obtain an understanding of internal control our independence, and where applicable, related
relevant to the audit in order to design safeguards.
audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the 14. From the matters communicated with those charged
Act we are also responsible for expressing our with governance, we determine those matters that
opinion on whether the Company has adequate were of most significance in the audit of the financial
internal financial controls system with reference
statements of the current period and are therefore the
to financial statements in place and the operating
key audit matters. We describe these matters in our
effectiveness of such controls;
auditor’s report unless law or regulation precludes
• 
Evaluate the appropriateness of accounting public disclosure about the matter or when, in extremely
policies used and the reasonableness of rare circumstances, we determine that a matter should
accounting estimates and related disclosures not be communicated in our report because the
made by management; adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
• Conclude on the appropriateness of management’s such communication.
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a Report on Other Legal and Regulatory Requirements
material uncertainty exists related to events or
15. As required by Section 197(16) of the Act, we report
conditions that may cast significant doubt on the
that the remuneration paid to its whole-time director
Company’s ability to continue as a going concern.
for the year ended 31 March 2022 is in excess of the
If we conclude that a material uncertainty exists,
limits laid down under Section 197 read with Schedule
we are required to draw attention in our auditor’s
V of the Act and consequently exceeded the overall
report to the related disclosures in the financial
statements or, if such disclosures are inadequate, limit of remuneration payable by the Company to its
to modify our opinion. Our conclusions are based directors. As explained in note 57 to the accompanying
on the audit evidence obtained up to the date of standalone financial statements, the Company is in the
our auditor’s report. However, future events or process of seeking an approval from the shareholders
conditions may cause the Company to cease to by way of a special resolution in the ensuing Annual
continue as a going concern; General Meeting.

Annual Report 2021-22 185

16. As required by the Companies (Auditor’s Report) Order, disclosed the impact of pending litigations
2020 (‘the Order’) issued by the Central Government of on its financial position as at 31 March 2022;
India in terms of section 143(11) of the Act we give in
the Annexure A, a statement on the matters specified ii. 
the Company did not have any long-term
in paragraphs 3 and 4 of the Order, to the extent contracts including derivative contracts for
applicable. which there were any material foreseeable
losses as at 31 March 2022;
17. Further to our comments in Annexure A, as required by
section 143(3) of the Act based on our audit, we report, iii. There were no amounts which were required
to the extent applicable, that: to be transferred to the Investor Education
and Protection Fund by the Company during
a) We have sought and obtained all the information the year ended 31 March 2022;
and explanations which to the best of our
knowledge and belief were necessary for the iv.
purpose of our audit of the accompanying
a. 
The management has represented
standalone financial statements;
that, to the best of its knowledge and
b) In our opinion, proper books of account as required belief, as disclosed in note 60(e) to the
by law have been kept by the Company so far as it standalone financial statements, no
appears from our examination of those books; funds have been advanced or loaned or
invested (either from borrowed funds or
c) 
The standalone financial statements dealt with securities premium or any other sources
by this report are in agreement with the books of or kind of funds) by the Company to or
account; in any persons or entities, including
foreign entities (‘the intermediaries’),
d) In our opinion, the aforesaid standalone financial
with the understanding, whether
statements comply with Ind AS specified under
recorded in writing or otherwise, that the
section 133 of the Act;
intermediary shall, whether, directly or
e) 
On the basis of the written representations indirectly lend or invest in other persons
received from the directors and taken on record or entities identified in any manner
by the Board of Directors, none of the directors whatsoever by or on behalf of the
is disqualified as on 31 March 2022 from being Company (‘the Ultimate Beneficiaries’)
appointed as a director in terms of section 164(2) or provide any guarantee, security
of the Act; or the like on behalf of the Ultimate
Beneficiaries;
f) 
With respect to the adequacy of the internal
financial controls with reference to standalone b. 
The management has represented
financial statements of the Company as on that, to the best of its knowledge and
31 March 2022 and the operating effectiveness belief, as disclosed in the note 60(f)
of such controls, refer to our separate Report to the accompanying standalone
in Annexure B wherein we have expressed an financial statements, no funds have
unmodified opinion; and been received by the Company from any
persons or entities, including foreign
g) With respect to the other matters to be included in
entities (‘the Funding Parties’), with
the Auditor’s Report in accordance with rule 11 of
the understanding, whether recorded in
the Companies (Audit and Auditors) Rules, 2014
writing or otherwise, that the Company
(as amended), in our opinion and to the best of
shall, whether directly or indirectly, lend
our information and according to the explanations
or invest in other persons or entities
given to us:
identified in any manner whatsoever
i. 
the Company, as detailed in note 39 to by or on behalf of the Funding Party
the standalone financial statements, has (‘Ultimate Beneficiaries’) or provide any

186 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

guarantee, security or the like on behalf management representations under

of the Ultimate Beneficiaries; and sub-clauses (a) and (b) above contain
any material misstatement.
c. 
Based on such audit procedures
performed as considered reasonable v. The Company has not declared or paid any
and appropriate in the circumstances, dividend during the year ended 31 March
nothing has come to our attention 2022.
that causes us to believe that the

For Walker Chandiok & Co LLP For APAS & Co LLP

Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria

Partner Partner
Membership No.: 507568 Membership No.: 520078
UDIN: 22507568AIGHTZ2847 UDIN: 22520078AIGOYO9517

Place: Gurugram Place: Gurugram

Date: 2 May 2022 Date: 2 May 2022

Annual Report 2021-22 187

Annexure A
Annexure A referred to in Paragraph 16 of the (e) 
No proceedings have been initiated or are
Independent Auditor’s Report of even date to pending against the Company for holding any
the members of Devyani International Limited, benami property under the Benami Transactions
on the standalone financial statements for the (Prohibition) Act, 1988 (45 of 1988) and rules
year ended 31 March 2022 made thereunder. Accordingly, reporting under
In terms of the information and explanations sought by us clause 3(i)(e) of the Order is not applicable to the
and given by the Company and the books of account and Company.
records examined by us in the normal course of audit, and to
the best of our knowledge and belief, we report that: (ii) (a) 
The management has conducted physical
verification of inventory at reasonable intervals
(i) (a) (A) 
The Company has maintained proper during the year, except for inventory lying with
records showing full particulars, including third parties. In our opinion, the coverage and
quantitative details and situation of property, procedure of such verification by the management
plant and equipment, right of use assets and is appropriate and no discrepancies of 10% or more
investment property. in the aggregate for each class of inventory were
noticed. In respect of inventory lying with third
(B) The Company has maintained proper records parties, these have substantially been confirmed
showing full particulars of intangible assets.
by the third parties.
(b) The Company has a regular program of physical
(b) The Company has a working capital limit in excess
verification of its property, plant and equipment,
of ` 50.00 million sanctioned by a bank based
right of use assets and investment property
under which the assets are physically verified in on the security of current assets. The quarterly
a phased manner over a period of three years, statements, in respect of the working capital
which, in our opinion, is reasonable having regard limits have been filed by the Company with such
to the size of the Company and the nature of its bank and such statements are in agreement with
assets. In accordance with this program, certain the books of account of the Company for the
property, plant and equipment, right of use assets respective periods.
and investment property were verified during the
year and no material discrepancies were noticed (iii) (a) The Company has provided a loan to one of its
on such verification. subsidiary company. The details of the same are
given below:
The title deeds of all the immovable properties
(c) 
(including investment properties) held by the Particulars Loan
Company (other than properties where the (` million)
Company is the lessee and the lease agreements Aggregate amount provided/
are duly executed in favour of the lessee) granted during the year during the
disclosed in the financial statements are held in year
the name of the Company. However, for title deeds - Subsidiary 6.00
of immovable properties in the nature of land and
 alance outstanding as at balance
B
buildings thereon, situated at Plot no.18, Sector
sheet in respect of above cases
35, Industrial Estate, Gurgaon and with gross
- Subsidiary 6.00
carrying value of ` 540.21 million as at 31 March
2022, which have been pledged as security for
loan taken by the Company, confirmations with (b) The Company has not provided any guarantee or
respect to title of the Company have been directly given any security or advances in the nature of
obtained by us from the lender. loans during the year. In our opinion, and according
to the information and explanations given to us,
(d) 
The Company has not revalued its Property, the investments made and terms and conditions
Plant and Equipment and Right of Use assets or of the grant of all loans provided are, prima facie,
intangible assets during the year. not prejudicial to the interest of the Company.

188 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

(c) In respect of loans granted by the Company, the of sections  73 to 76 of the Act and the Companies
schedule of repayment of principal and payment of (Acceptance of Deposits) Rules, 2014 (as amended).
interest has been stipulated and the repayments/ Accordingly, reporting under clause 3(v) of the Order is
receipts of principal and interest are regular. not applicable to the Company.

(d) There is no overdue amount in respect of loans (vi) The Central Government has not specified maintenance
granted to such companies. of cost records under sub-section (1) of section 148
of the Act, in respect of Company’s business activity.
(e) The Company has not granted any loan which has Accordingly, reporting under clause 3(vi) of the Order is
fallen due during the year. Further, no fresh loans not applicable.
were granted to any party to settle the overdue
loans. (vii) (a) In our opinion, and according to the information
and explanations given to us, undisputed statutory
(f) 
The Company has not granted any loans or dues including goods and services tax, provident
advances in the nature of loans, which are fund, employees’ state insurance, income-tax,
repayable on demand or without specifying any sales-tax, service tax, duty of customs, duty of
terms or period of repayment. excise, value added tax, cess and other material
statutory dues, as applicable, have generally been
(iv) In our opinion, and according to the information and regularly deposited to the appropriate authorities,
explanations given to us, the Company has complied though there has been a slight delay in a few
with the provisions of section 186 of the Act in respect cases. Further, no undisputed amounts payable in
of investments and loans, as applicable. Further, the respect thereof were outstanding at the year-end
Company has not entered into any transaction covered for a period of more than six months from the date
under section 185 and section 186 of the Act in respect they became payable.
of guarantees and security, as applicable.
(b) 
According to the information and explanations
(v) 
In our opinion, and according to the information given to us, there are no statutory dues referred
and explanations given to us, the Company has not in sub-clause (a) which have not been deposited
accepted any deposits or there is no amount which has with the appropriate authorities on account of any
been considered as deemed deposit within the meaning dispute except for the following:

Statement of Disputed Dues

Name of the Nature of Gross Amount paid Period to which the Forum where dispute is
statute dues Amount under Protest amount relates pending
(` million) (` million)
Rajasthan Value Value Added 9.62 0.73 Financial Year (‘F.Y.’) Hon’ble Rajasthan High
Added Tax Tax 2009-10, F.Y. 2010- Court & Rajasthan Tax Board
11 and F.Y. 2011-12
Telangana Value Value Added 0.70 - January 2013 - High Court of Judicature at
Added Tax Tax September 2014 Hyderabad for the State of
Telangana and the state of
Andhra Pradesh
Gujarat Value Value Added 1.84 0.11 F.Y. 2014-15 Dy. Commissioner Appeals
Added Tax Tax F.Y. 2015-16 (First Appellate Authority)

Gujarat Value Value Added 0.94 0.06 F.Y. 2016-17 Dy. Commissioner Appeals
Added Tax Tax F.Y. 2017-18 (First Appellate Authority)
Service Tax Service Tax 11.36 1.11 F.Y. 2007-08 to Excise and Service Tax
(Finance Act 1994) F.Y. 2012-13 Appellate Tribunal
Income-tax Act, Income-tax 0.28 - Assessment Year Commissioner of Income Tax
1961 (‘A.Y.’) 2011-12 (Appeals)
Income-tax Act, Income-tax 36.75 - AY 2006-07 Hon’ble Delhi High Court
1961 AY 2007-08
AY 2008-09

Annual Report 2021-22 189

 Name of the Nature of Gross Amount paid Period to which the Forum where dispute is
statute dues Amount under Protest amount relates pending
(` million) (` million)
Income-tax Act, Income-tax 8.00 - AY 2009-10 Income Tax Appellate
1961 AY 2011-12 Tribunal
Income-tax Act, Income-tax 1.58 - AY 2007-08 Hon’ble Delhi High Court
1961
Income-tax Act, Income-tax 0.23 - AY 2018-19 Commissioner of Tax
1961 (Appeals)
Goods and Service Goods and 138.45 5.34 F.Y. 2018-19 Appellate Authority, Goods &
Tax Act, 2016 Services Tax Services tax

(viii) According to the information and explanations given to (x) (a) In our opinion and according to the information
us, no transactions were surrendered or disclosed as and explanations given to us, money raised by way
income during the year in the tax assessments under of initial public offer were applied for the purposes
the Income Tax Act, 1961 (43 of 1961) which have not for which these were obtained.
been recorded in the books of accounts.
(b) 
According to the information and explanations
(ix) (a) 
According to the information and explanations given to us, the Company has not made any
given to us, the Company has not defaulted in preferential allotment or private placement of
repayment of its loans or borrowings or in the shares or (fully, partially or optionally) convertible
payment of interest thereon to any lender debentures during the year. Accordingly, reporting
under clause 3(x)(b) of the Order is not applicable
(b) 
According to the information and explanations to the Company.
given to us including representation received
from the management of the Company, and on the (xi) (a) To the best of our knowledge and according to the
basis of our audit procedures, we report that the information and explanations given to us, no fraud
Company has not been declared a willful defaulter by the Company or on the Company has been
by any bank or financial institution or other lender. noticed or reported during the period covered by
our audit.
(c) In our opinion and according to the information
and explanations given to us, money raised by (b) No report under section 143(12) of the Act has
way of term loans were applied for the purposes been filed with the Central Government for the
for which these were obtained. period covered by our audit.

(d) In our opinion and according to the information (c) 

According to the information and explanations
and explanations given to us, the Company has given to us including the representation made
not raised any funds on short term basis during to us by the management of the Company, there
the year or in any previous year. Accordingly, are no whistle-blower complaints received by the
reporting under clause 3(ix)(d) of the Order is not Company during the year.
applicable to the Company.
(xii) The Company is not a Nidhi Company and the Nidhi
(e) 
According to the information and explanations Rules, 2014 are not applicable to it. Accordingly,
given to us and on an overall examination of reporting under clause 3(xii) of the Order is not
the financial statements of the Company, the applicable to the Company.
Company has not taken any funds from any entity
or person on account of or to meet the obligations (xiii) In our opinion and according to the information and
of its subsidiaries. explanations given to us, all transactions entered
into by the Company with the related parties are
(f) 
According to the information and explanations in compliance with sections 177 and 188 of the
given to us, the Company has not raised any loans Act, where applicable. Further, the details of such
during the year on the pledge of securities held in related party transactions have been disclosed in the
its subsidiaries. standalone financial statements, as required under

190 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Indian Accounting Standard (Ind AS) 24, Related Party (xviii) There has been no resignation of the statutory auditors
Disclosures specified in Companies (Indian Accounting during the year. Accordingly, reporting under clause
Standards) Rules 2015 as prescribed under section 133 3(xviii) of the Order is not applicable to the Company.
of the Act.
(xix) According to the information and explanations given
(xiv) (a) In our opinion and according to the information to us and on the basis of the financial ratios, ageing
and explanations given to us, the Company has and expected dates of realisation of financial assets
an internal audit system as required under section and payment of financial liabilities , our knowledge of
138 of the Act which is commensurate with the the plans of the Board of Directors and management,
size and nature of its business.
nothing has come to our attention, which causes us to
believe that any material uncertainty exists as on the
(b) 
We have considered the reports issued by the
date of the audit report that Company is not capable
Internal Auditors of the Company till date for the
of meeting its liabilities existing at the date of balance
period under audit.
sheet as and when they fall due within a period of one
(xv) According to the information and explanation given to year from the balance sheet date. We, however, state
us, the Company has not entered into any non-cash that this is not an assurance as to the future viability
transactions with its directors or persons connected of the company. We further state that our reporting is
with them and accordingly, provisions of section 192 of based on the facts up to the date of the audit report
the Act are not applicable to the Company. and we neither give any guarantee nor any assurance
that all liabilities falling due within a period of one year
(xvi) (a) 
The Company is not required to be registered from the balance sheet date, will get discharged by the
under section 45-IA of the Reserve Bank of India company as and when they fall due.
Act, 1934. Accordingly, reporting under clauses
3(xvi)(a), (b) and (c) of the Order is not applicable (xx) According to the information and explanations given
to the Company. to us, the Company does not fulfill the criteria as
specified under section 135(1) of the Act read with the
(b) Based on the information and explanations given Companies (Corporate Social Responsibility Policy)
to us and as represented by the management
Rules, 2014 and according, reporting under clause (xx)
of the Company, the Group (as defined in Core
of the Order is not applicable to the Company.
Investment Companies (Reserve Bank) Directions,
2016) has only one CIC as part of the Group.
(xxi) The reporting under clause (xxi) is not applicable in
respect of audit of standalone financial statements
(xvii) 
The Company has not incurred any cash loss in
of the Company. Accordingly, no comment has been
the current as well as the immediately preceding
financial year. included in respect of said clause under this report.

For Walker Chandiok & Co LLP For APAS & Co LLP

Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria

Partner Partner
Membership No.: 507568 Membership No.: 520078
UDIN: 22507568AIGHTZ2847 UDIN: 22520078AIGOYO9517

Place: Gurugram Place: Gurugram

Date: 2 May 2022 Date: 2 May 2022

Annual Report 2021-22 191

Annexure B
Independent Auditor’s Report on the internal controls with reference to financial statements were
financial controls with reference to the standalone established and maintained and if such controls
financial statements under Clause (i) of Sub-section operated effectively in all material respects.
3 of Section 143 of the Companies Act, 2013 (‘the Act’)
4. 
Our audit involves performing procedures to obtain
1. 
In conjunction with our audit of the standalone
audit evidence about the adequacy of the internal
financial statements of Devyani International Limited
financial controls with reference to financial statements
(‘the Company’) as at and for the year ended 31 March
and their operating effectiveness. Our audit of internal
2022, we have audited the internal financial controls
financial controls with reference to financial statements
with reference to financial statements of the Company
includes obtaining an understanding of such internal
as at that date.
financial controls, assessing the risk that a material
Responsibilities of Management and Those Charged weakness exists, and testing and evaluating the design
with Governance for Internal Financial Controls and operating effectiveness of internal control based
on the assessed risk. The procedures selected depend
2. The Company’s Board of Directors is responsible for
on the auditor’s judgement, including the assessment
establishing and maintaining internal financial controls
of the risks of material misstatement of the financial
based on the internal financial controls with reference
statements, whether due to fraud or error.
to financial statements criteria established by the
Company considering the essential components of
5. We believe that the audit evidence we have obtained
internal control stated in the Guidance Note issued
is sufficient and appropriate to provide a basis for
by the ICAI. These responsibilities include the design,
our audit opinion on the Company’s internal financial
implementation and maintenance of adequate internal
controls with reference to financial statements.
financial controls that were operating effectively
for ensuring the orderly and efficient conduct of the
Meaning of Internal Financial Controls with Reference
Company’s business, including adherence to the
to Financial Statements
Company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, 6. A company’s internal financial controls with reference
the accuracy and completeness of the accounting to financial statements is a process designed to
records, and the timely preparation of reliable financial provide reasonable assurance regarding the reliability
information, as required under the Act. of financial reporting and the preparation of financial
statements for external purposes in accordance with
Auditor’s Responsibility for the Audit of the Internal generally accepted accounting principles. A company’s
Financial Controls with Reference to Financial internal financial controls with reference to financial
Statements statements include those policies and procedures
3. 
Our responsibility is to express an opinion on the that (1) pertain to the maintenance of records that,
Company’s internal financial controls with reference to in reasonable detail, accurately and fairly reflect the
financial statements based on our audit. We conducted transactions and dispositions of the assets of the
our audit in accordance with the Standards on Auditing company; (2) provide reasonable assurance that
issued by the Institute of Chartered Accountants of India transactions are recorded as necessary to permit
(‘ICAI’) prescribed under Section 143(10) of the Act, to preparation of financial statements in accordance
the extent applicable to an audit of internal financial with generally accepted accounting principles, and
controls with reference to financial statements, and the that receipts and expenditures of the company are
Guidance Note on Audit of Internal Financial Controls being made only in accordance with authorisations
Over Financial Reporting (‘the Guidance Note’) issued of management and directors of the company; and
by the ICAI. Those Standards and the Guidance Note (3) provide reasonable assurance regarding prevention
require that we comply with ethical requirements or timely detection of unauthorised acquisition, use, or
and plan and perform the audit to obtain reasonable disposition of the company’s assets that could have a
assurance about whether adequate internal financial material effect on the financial statements.

192 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Inherent Limitations of Internal Financial Controls or that the degree of compliance with the policies or
with Reference to Financial Statements procedures may deteriorate.

7. Because of the inherent limitations of internal financial Opinion

controls with reference to financial statements, including
8. 
In our opinion, the Company has, in all material
the possibility of collusion or improper management respects, adequate internal financial controls with
override of controls, material misstatements due to reference to the standalone financial statements and
error or fraud may occur and not be detected. Also, such controls were operating effectively as at 31 March
projections of any evaluation of the internal financial 2022, based on the internal financial controls with
controls with reference to financial statements to future reference to financial statements criteria established
periods are subject to the risk that the internal financial by the Company considering the essential components
controls with reference to financial statements may of internal control stated in the Guidance Note issued
become inadequate because of changes in conditions, by ICAI.

For Walker Chandiok & Co LLP For APAS & Co LLP

Chartered Accountants Chartered Accountants
Firm Registration No.: 001076N/N500013 Firm Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria

Partner Partner
Membership No.: 507568 Membership No.: 520078
UDIN: 22507568AIGHTZ2847 UDIN: 22520078AIGOYO9517

Place: Gurugram Place: Gurugram

Date: 2 May 2022 Date: 2 May 2022

Annual Report 2021-22 193

Standalone Balance Sheet
as at 31 March 2022
(` in millions, except for share data and if otherwise stated)
As at As at
Particulars Note
31 March 2022 31 March 2021
Assets
Non-current assets
Property, plant and equipment 3A 5,553.84 3,858.48
Capital work-in-progress 3B 6.57 72.39
Right-of-use assets 3C 7,614.55 5,446.99
Investment properties 3D 351.00 455.89
Goodwill 4 504.57 504.57
Other intangible assets 5 1,493.18 1,821.90
Financial assets
(i) Investments 6A & 6B 1,105.01 876.17
(ii) Loans 7 579.59 619.88
(iii) Other financial assets 8 562.19 510.59
Deferred tax assets (net) 33 410.78 -
Income tax assets (net) 33 166.43 72.22
Other non-current assets 9 295.65 149.85
18,643.36 14,388.93
Current assets
Inventories 10 731.20 535.37
Financial assets
(i) Trade receivables 11 306.39 387.05
(ii) Cash and cash equivalents 12 399.98 281.85
(iii) Bank balances other than cash and cash equivalents 13 7.11 2.88
(iv) Loans 7 35.34 -
(v) Other financial assets 8 1,329.41 214.82
Other current assets 9 223.31 163.32
Total current assets 3,032.74 1,585.29
Total assets 21,676.10 15,974.22
Equity and liabilities
Equity
Equity share capital 14 1,204.74 1,153.63
Other equity 15 7,726.51 1,837.41
Total equity 8,931.25 2,991.04
Liabilities
Non-current liabilities
Financial liabilities
(i) Borrowings 17 609.17 3,055.42
(ii) Lease liabilities 16 8,736.39 6,441.41
(iii) Other financial liabilities 19 37.55 56.88
Provisions 20 159.90 150.23
Other non-current liabilities 21 10.22 9.67
Total non-current liabilities 9,553.23 9,713.62
Current liabilities
Financial liabilities
(i) Borrowings 18 0.11 688.19
(ii) Lease liabilities 16 724.21 621.66
(iii) Trade payables 22
(a) total outstanding dues of micro and small enterprises 170.41 148.11
(b) total outstanding dues of creditors other than micro and small 1,383.65 1,124.15
enterprises
(iv) Other financial liabilities 19 574.05 448.34
Other current liabilities 21 263.74 162.01
Provisions 20 75.45 77.10
Total current liabilities 3,191.62 3,269.56
Total equity and liabilities 21,676.10 15,974.22
The accompanying notes form an integral part of these standalone financial statements.
As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

194 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Standalone Statement of Profit and Loss

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)
For the year ended For the year ended
Note
31 March 2022 31 March 2021
Income
Revenue from operations 23 18,532.72 9,987.64
Other income 24 160.09 485.66
Total income 18,692.81 10,473.30
Expenses
Cost of materials consumed 25 5,199.38 2,950.70
Purchases of stock-in-trade 26 111.83 59.67
Employee benefits expense 27 2,227.61 1,356.44
Finance costs 28 1,058.67 1,265.41
Depreciation and amortisation expense 29 1,852.76 1,914.68
Impairment of non-financial assets 30 57.20 452.51
Net (gain)/loss on investment carried at fair value through profit or loss (3.28) (2.91)
Other expenses 31 7,052.43 3,634.60
Total expenses 17,556.60 11,631.11
Profit/(loss) before exceptional items and tax 1,136.21 (1,157.81)
Exceptional items 32 13.16 (457.53)
Profit/(loss) before tax 1,123.05 (700.28)
Tax expense 33
Current tax - -
Deferred tax credit (410.78) -
Total tax expense (410.78) -
Profit/(loss) from continuing operations (A) 1,533.83 (700.28)
Profit from discontinued operations before tax 54 - 47.23
Tax expense of discontinued operations - -
Profit from discontinued operations after tax (B) - 47.23
Profit/(loss) for the year (A+B) 1,533.83 (653.05)
Other comprehensive income
Items that will not to be reclassified to profit or loss
Remeasurements of defined benefit plans 1.66 (11.92)
Income tax relating to above mentioned item - -
Other comprehensive income for the year 1.66 (11.92)
Total comprehensive income for the year 1,535.49 (664.97)
Earnings/(loss) per equity share from continuing operations 34
Basic (`) 1.29 (0.64)
Diluted (`) 1.29 (0.64)
Earnings per equity share from discontinued operations 34
Basic (`) - 0.04
Diluted (`) - 0.04
The accompanying notes form an integral part of these standalone financial statements.
As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 195

Standalone Statement of Cash Flow
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)
For the year ended For the year ended
31 March 2022 31 March 2021
A. Cash flows from operating activities
Profits/(loss) before tax from :
Continuing operations 1,123.05 (700.28)
Discontinued operations - 47.23
Adjustments for:
Depreciation and amortisation expense 1,852.76 1,932.74
Impairment of non-financial assets 57.20 502.38
Liabilities no longer required written back (21.00) (25.30)
Loss on disposal of property, plant and equipment 15.21 82.69
Bad debts and advances written off 7.01 -
Loss allowance 5.66 10.28
Unrealised foreign exchange gain (11.54) (8.52)
Derivatives at fair value through profit and loss (0.72) (6.75)
Finance costs 1,058.67 1,269.34
Employee stock option expense 64.12 22.64
Interest income (114.98) (125.20)
Guarantee commission (0.45) (0.23)
Gain on investments carried at fair value through profit or loss (3.28) (2.91)
Provision for impairment loss in the value of investments 1.06 111.31
Gain on modification of leases - (52.71)
Gain on termination of leases (8.08) (585.89)
Rent concession [refer note 36 A (ii)] (271.49) (813.68)
Dividend income (1.25) (1.25)
Operating profit before working capital changes 3,751.95 1,655.91
Adjustments for changes in:
- trade receivables (34.44) (58.82)
- inventories (195.83) 5.07
- loans, other financial assets and other assets (400.91) (20.90)
- trade payables, other financial liabilities and other liabilities 822.86 1.20
Cash generated from operating activities 3,943.63 1,582.47
Income tax (paid)/refund (net) (91.95) (1.59)
Net cash generated from operating activities 3,851.68 1,580.88
B. Cash flows from investing activities
Payment for acquisition of stores under business combination - (2,300.00)
Payment for purchase of property, plant and equipment and other (2,847.54) (1,251.14)
intangible assets
Proceeds from sale of property, plant and equipment 131.25 12.94
Proceeds from of term deposits 2.97 22.51
Deposits made with banks (848.75) -
Interest received 9.85 40.56
Proceeds from transfer of business - 10.00
Purchase of non-current investments (124.18) -
Proceeds from sale of investments - 3.60
Loans given (6.00) (269.45)
Dividend received 1.25 1.25
Repayment of loans received 46.50 706.70
Net cash used in investing activities (3,634.65) (3,023.04)

196 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Standalone Statement of Cash Flow

for the year ended 31 March 2022

(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended
31 March 2022 31 March 2021
C. Cash flows from financing activities
Proceeds from issue of equity share capital 4,486.14 3,476.43
Share issue expenses (146.29) -
Proceeds from non-current borrowings 609.17 2,355.86
Repayment of non-current borrowings (3,638.94) (2,294.43)
Repayment of cash credit facilities from banks (136.03) (641.05)
Payment of lease liabilities- principal (259.05) -
Payment of lease liabilities- interest (884.08) (725.60)
Interest paid (129.82) (470.30)
Net cash (used in)/ generated from financing activities (98.90) 1,700.91
Net increase in cash and cash equivalents during the year (A+B+C) 118.13 258.75
D. Cash and cash equivalents at the beginning of the year 281.85 23.10
E. Cash and cash equivalents as at the end of the year (refer note 12) 399.98 281.85

Notes:
1. The Standalone Statement of Cash Flow has been prepared in accordance with ‘Indirect method’ as set out in the
Ind AS - 7 on ‘Statement of Cash Flows’, as notified under Section 133 of the Companies Act, 2013, read with the
relevant rules thereunder.

2. Significant non-cash transactions;

- acquisition of right-of-use assets and investment properties (refer note 3C and 3D).
- the Company converted the loan given to Devyani International UK Private Limited to equity investment during the
previous year (refer note 52).

The accompanying notes form an integral part of these standalone financial statements.

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 197

Standalone Statement of Changes in Equity
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)
A. Equity share capital
As at 31 March 2022 As at 31 March 2021
Note Number Amount Number Amount
of shares of shares
Balance at the beginning of the year 1,153,634,990 1,153.63 1,061,666,660 1,061.67
Issue of equity share capital 14 51,101,388 51.11 91,968,330 91.96
Balance at the end of the year 1,204,736,378 1,204.74 1,153,634,990 1,153.63

Note : The face value of equity shares of the Company has been split from ` 10/- to ` 1/- per share with effect from 25 March
2021
B. Other equity
Reserves and surplus Other Total
Securities Employee General Retained comprehensive
premium stock options reserve earnings income*
outstanding
account
Balance as at 1 April 2020 4,632.61 101.22 5.47 (5,644.03) - (904.73)
Loss for the year - - - (653.05) - (653.05)
Other comprehensive loss for the year - - - - (11.92) (11.92)
Total comprehensive loss for the year - - - (653.05) (11.92) (664.97)
Transferred to retained earnings - - - (11.92) 11.92 -
Securities premium received during the year 3,384.47 3,384.47
Employee stock options expense - 22.64 - - - 22.64
Transferred to securities premium on exercise of 109.46 (109.46) - - - -
stock options
Balance as at 31 March 2021 8,126.54 14.40 5.47 (6,309.00) - 1,837.41
Balance as at 1 April 2021 8,126.54 14.40 5.47 (6,309.00) - 1,837.41
Profit for the year - - - 1,533.83 - 1,533.83
Other comprehensive income for the year - - - - 1.66 1.66
Total comprehensive loss for the year - - - 1,533.83 1.66 1,535.49
Transferred to retained earnings - - - 1.66 (1.66) -
Securities premium received during the year 4,435.03 - - - - 4,435.03
Share issue expenses (refer note 55) (146.29) - - - - (146.29)
Employee stock options expense - 64.87 - - - 64.87
Transferred to securities premium on exercise of 35.00 (35.00) - - - -
stock options
Balance as at 31 March 2022 12,450.28 44.27 5.47 (4,773.51) - 7,726.51
* Other comprehensive income/(loss) represents remeasurement of defined benefit plans.
The accompanying notes form an integral part of these standalone financial statements.

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

198 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

amounts of revenues, expenses, assets and liabilities

1. Company information/overview and disclosure of contingent liabilities at the end of the
Devyani International Limited (the ‘Company’) is a public reporting period. Although these estimates are based
limited company domiciled in India and its corporate upon management’s best knowledge of current events
office is at Plot No. 18, Sector 35, Gurugram - 122001. and actions, uncertainty about these assumptions and
The Company was incorporated on 13 December 1991 estimates could result in the outcomes requiring a
as a private limited company in India. Subsequently, material adjustment to the carrying amounts of assets
the Company changed its legal status from a private or liabilities in future periods. Changes in estimates are
company to a public company on 7 June 2000. The reflected in the standalone financial statements in the
shares of the Company got listed on BSE Limited (BSE) period in which changes are made and if material, their
and National Stock Exchange of India Limited (NSE) on effects are disclosed in the notes to the standalone
16 August 2021. The Company is primarily engaged in financial statements.
the business of developing, managing and operating
quick service restaurants and food courts for brands Information about significant areas of estimation /
such as Pizza Hut, KFC, Costa Coffee, Vaango, etc. uncertainty and judgments in applying accounting
policies that have the most significant effect on the
Basis of preparation standalone financial statements are as follows: -
a. Statement of compliance
Note 2 (h) and 40 - measurement of defined
• 
The standalone financial statements comply with Indian benefit obligations: key actuarial assumptions;
Accounting Standards (“Ind AS”) as prescribed under
Section 133 of the Companies Act, 2013 (the “Act”), • Note 2 (a) and (b) - useful life and residual values
relevant provisions of the Act and other accounting of property, plant and equipment, fair valuation of
principles generally accepted in India. The standalone investment properties and useful life of intangible
financial statements are prepared on accrual and going assets;
concern basis. The Board of Directors can permit Note 2 (j) - judgment required to determine
• 
revision to the standalone financial statements after probability of recognition of deferred tax assets;
obtaining necessary approvals or at the instance of
regulatory authorities as per provisions of the Act. • Note 2 (n) and 35 - fair value measurement of
On 24 March 2021, the Ministry of Corporate Affairs financial instruments;
(MCA) through a notification, amended Schedule III
• Note 2 (f), 37 and 45 - impairment assessment
of the Companies Act, 2013 and the amendments are
of non-financial assets (goodwill, property, plant
applicable for financial periods commencing from
and equipment and investment property) - key
1 April 2021. The Company has evaluated the effect
assumptions underlying recoverable amount;
of the amendments on its financial statements and
complied with the same. • Note 2 (n) - impairment assessment of financial
assets;
The financial statements for the year ended 31 March
2022 were authorized and approved for issue by the • Note 42 - measurement of share based payments;
Board of Directors on 2 May 2022. • Note 2 (r), 2(g) and 39 - measurement of financial
guarantee contracts, provisions and contingent
b. Basis of measurement liabilities;
The standalone financial statements have been
• Note 2 (d) and 36 -judgment required to ascertain
prepared on a historical cost basis except for certain
lease classification, lease term, incremental
financial assets and financial liabilities that are
borrowing rate, lease and non-lease component
measured at fair value or amortized cost, defined
and impairment of ROU;
benefit obligations and share based payments.
• Note 2 (g) and 39 - judgment is required to ascertain
c. Critical accounting estimates and judgments whether it is probable or not that an outflow of
The preparation of financial statements in conformity resources embodying economic benefits will be
with Ind AS requires management to make judgments, required to settle the taxation disputes and legal
estimates and assumptions that affect the reported claim;

Annual Report 2021-22 199

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

• Note 2 (b) and 48 - measurement of consideration The cost of improvements to leasehold premises,
and assets acquired as part of business if recognition criteria are met, are capitalised and
combination; disclosed separately under leasehold improvement.

There are no assumptions and estimation uncertainties An item of property, plant and equipment and any
that have a significant risk of resulting in a material significant part initially recognised is derecognised
adjustment within the next financial year except for as upon disposal or when no future economic benefits
disclosed in these financial statements. are expected from its use or disposal. Any gain or
loss arising on derecognition of property, plant and
2. Significant accounting policies equipment (calculated as the difference between the net
disposal proceeds and the carrying amount of property,
The accounting policies set out below have been
plant and equipment) is included in the Statement of
applied consistently to the periods presented in these profit and loss when such asset is derecognised.
standalone financial statements.
Subsequent cost
a. Property, plant and equipment
Subsequent costs are included in the asset’s carrying
Recognition and measurement amount or recognised as a separate asset, as
Items of property, plant and equipment are measured at appropriate, only when it is probable that the future
cost, less accumulated depreciation and accumulated economic benefits associated with expenditure will
impairment losses. flow to the Company and the cost of the item can
be measured reliably. All other subsequent cost are
The cost of an item of property, plant and equipment charged to the Statement of profit and loss at the time
comprises: (a) its purchase price, including import of incurrence.
duties and non-refundable purchase taxes, after
deducting trade discounts and rebates; b) any costs Depreciation
directly attributable to bringing the asset to the Depreciation on PPE is provided on the straight-line
location and condition necessary for it to be capable method computed on the basis of useful life prescribed
of operating in the manner intended by management. in Schedule II to the Companies Act, 2013 (‘Schedule
II’) on a pro-rata basis from the date the asset is ready
The cost of a self-constructed item of property, plant to put to use. Considering the applicability of Schedule
and equipment comprises the cost of materials and II as mentioned above, in respect of certain class of
direct labour, any other cost directly attributable to assets- the Company has assessed the useful lives (as
bringing the item to working condition for its intended mentioned in the table below) lower than as prescribed
use. in Schedule II, based on the technical assessment.

Asset Category Useful life estimated by the management Useful life as per Schedule II
based on technical assessment (years) (years)
Building 30 60
Plant and equipment 12 15
Electrical Fitting 10 10
Office equipment 10 5
Computers 4- 6 3-6
Furniture and fixtures 6 10
Vehicles 5 6
Utensil and Kitchen Equipment 4-10 15

Freehold land is not depreciated.

Leasehold improvements are depreciated on a straight line basis over the period of the initial lease term or 10 years,
whichever is lower. Any refurbishment of structure is depreciated over a period of 5 years.

200 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Depreciation is calculated on a pro rata basis for assets De-recognition

purchased/sold during the year.
Investment properties are de-recognized either
when they have been disposed of or when they are
The residual values, useful lives and methods of
permanently withdrawn from use and no future
depreciation of property plant and equipment are economic benefit is expected from their disposal. The
reviewed by management at each reporting date and difference between the net disposal proceeds, if any,
adjusted prospectively, as appropriate. and the carrying amount of the asset is recognized in
the Statement of profit and loss in the period of de-
Capital work-in-progress recognition.
Cost of property, plant and equipment not ready for use
as at the reporting date are disclosed as capital work- b. Business combination and intangible assets
in-progress. Business combination and goodwill
The Company accounts for the business combinations
Investment properties using the acquisition method when control is transferred
(Recognition and initial measurement) to the Company. The consideration transferred in the
Investment properties are properties held to earn acquisition is generally measured at fair value as at
rentals or for capital appreciation, or both. Investment the date the control is acquired (‘acquisition date’), as
properties are measured initially at their cost of are the net identifiable assets (tangible and intangible
acquisition, including transaction costs. Subsequent assets) acquired and any non-controlling interest in
the acquired business. Transaction costs are expensed
costs are included in the asset’s carrying amount or
as incurred, except to the extent related to the issue of
recognized as a separate asset, as appropriate, only
debt or equity securities.
when it is probable that future economic benefits
associated with the asset will flow to the Company. All
Goodwill is initially measured at cost, being the excess
other repair and maintenance costs are recognized in
of the aggregate of the consideration transferred over
Statement of profit and loss as incurred. the net identifiable assets acquired and liabilities
assumed. If the fair value of the net assets acquired is
Properties held under leases are classified as in excess of the aggregate consideration transferred,
investment properties when it is held to earn rentals the Company re-assesses whether it has correctly
or for capital appreciation or for both, rather than for identified all of the assets acquired and all of the
sale in the ordinary course of business or for use in liabilities assumed and reviews the procedures used
production or administrative functions. In case of to measure the amounts to be recognized at the
subleases, where the Company is immediate lessor, acquisition date. If the reassessment still results in
the right of use arising out of related sub leases is an excess of the fair value of net assets acquired over
assessed for classification as investment property. the aggregate consideration transferred, then the gain
is recognized in Other Comprehensive Income (‘OCI’)
Subsequent measurement (depreciation and useful and accumulated in equity as capital reserve. However,
lives) if there is no clear evidence of bargain purchase, the
Investment properties are subsequently measured at entity recognises the gain directly in equity as capital
cost less accumulated depreciation and accumulated reserve, without routing the same through OCI.
impairment losses, if any. Depreciation on investment
Any goodwill that arises is tested for impairment at
properties is provided on the straight-line method over
least on an annual basis, based on a number of factors,
the lease period of the right-of-use assets.
including operating results, business plans and future
cash flows.
Though, the Company measures investment properties
using cost based measurement, the fair value of
The consideration transferred does not include
investment property is disclosed in the notes. Fair amounts related to the settlement of pre-existing
values are determined based on an annual evaluation relationships with the acquirer. Such amounts are
performed by an accredited external independent valuer generally recognized in the Statement of profit
applying a valuation model acceptable internationally. and loss.

Annual Report 2021-22 201

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Other intangible assets have declined and it is estimated that the cost of the
finished goods will exceed their NRV. Cost of inventories
Intangible assets that are acquired are recognised
only if it is probable that the expected future economic has been determined using weighted average cost
benefits that are attributable to the asset will flow to method and comprise all costs of purchase after
the Company and the cost of assets can be measured deducting nonrefundable rebates and discounts and all
other costs incurred in bringing the inventories to their
reliably. The intangible assets are recorded at cost
present location and condition. Provision is made for
of acquisition including incidental costs related to
items which are not likely to be consumed and other
acquisition and installation and are carried at cost less
anticipated losses wherever considered necessary.
accumulated amortisation and impairment losses, if
The comparison of cost and NRV is made on at item
any.
group level basis at each reporting date.
Gain or losses arising from derecognition of an
d. Leases
intangible asset are measured as the difference
between the net disposal proceeds and the carrying The Company as a lessee
amount of the intangible asset and are recognised The Company enters into an arrangement for lease of
in the Statement of profit and loss when the asset is buildings and office equipments. Such arrangements
derecognised. are generally for a fixed period but may have extension
or termination options. In accordance with Ind AS 116
i. Subsequent cost – Leases, at inception of the contract, the Company
Subsequent costs is capitalized only when it assesses whether a contract is, or contains a lease.
increases the future economic benefits embodied A lease is defined as ‘a contract, or part of a contract,
in the specific asset to which it relates. All the that conveys the right to control the use an asset (the
subsequent expenditure on intangible assets underlying asset) for a period of time in exchange for
is recognized in Statement of profit and loss, as consideration’.
incurred.
To assess whether a contract conveys the right to
ii. Amortisation control the use of an identified asset, the Company
assesses whether:
Amortisation of Intangible assest is calculated over
their estimated useful lives as stated below using • The contract involves the use of an identified asset
straight-line method. Amortisation is calculated – this may be specified explicitly or implicitly,
on a pro-rata basis for assets purchased / and should be physically distinct or represent
disposed during the year. Amortisation has been substantially all of the capacity of a physically
charged based on the following useful lives: distinct asset. If the supplier has a substantive
substitution right, then the asset is not identified;
Asset description Useful life (in years)
• The Company has the right to obtain substantially
License fee 10
all of the economic benefits from use of the asset
Franchisee rights 10
throughout the period of use; and
Computer software 6
The Company assesses whether it has the right to
Amortisation method, useful lives and residual direct ‘how and for what purpose’ the asset is used
values are reviewed at each reporting date and throughout the period of use. At inception or on
adjusted prospectively, if appropriate. reassessment of a contract that contains a lease
component, the Company allocates the consideration
c. Inventories in the contract to each lease component on the basis
Inventories consist of raw materials which are of of their relative stand-alone prices. However, for the
a perishable nature and traded goods. Inventories leases of land and buildings in which it is a lessee,
for traded goods are valued at lower of cost and net the Company has elected not to separate non-lease
realizable value (‘NRV’). Raw materials are not written components and account for the lease and non-lease
down below cost except in cases where material prices components as a single lease component.

202 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Measurement and recognition of leases as a lessee the Company is reasonably certain to exercise
an extension option, and penalties for early
The Company recognizes a right-of-use asset and a
termination of a lease unless the Company is
lease liability at the lease commencement date. The
reasonably certain not to terminate early.
right-of-use asset is initially measured at cost, which
comprises the initial amount of the lease liability
The lease liability is measured at amortized cost using
adjusted for any lease payments made at or before
the effective interest method. It is remeasured when
the commencement date, plus any initial direct costs
there is a change in future lease payments arising
incurred and an estimate of costs to dismantle and
from a change in an index or rate, if there is a change
remove the underlying asset or to restore the underlying
in the Company’s estimate of the amount expected to
asset or the site on which it is located, less any lease
be payable under a residual value guarantee, or if the
incentives received.
Company changes its assessment of whether it will
exercise a purchase, extension or termination option.
The right-of-use assets is subsequently measured at
When the lease liability is remeasured in this way, a
cost less any accumulated depreciation, accumulated
corresponding adjustment is made to the carrying
impairment losses (unless such right of use assets
amount of the right-of-use asset, or is recorded in
fulfills the requirements of Ind AS 40 - Investment
Statement of profit and loss if the carrying amount of
Property and is accounted for as there under), if any
the right-of-use asset has been reduced to zero, as the
and adjusted for any re-measurement of the lease case may be.
liability. The right-of-use assets is depreciated using
the straight-line method from the commencement The Company presents right-of-use assets that do not
date over the shorter of lease term or useful life of meet the definition of investment property and lease
right-of-use asset. Right-of-use assets are tested for liabilities as a separate line item in the standalone
impairment whenever there is any indication that their financial statements of the Company.
carrying amounts may not be recoverable. Impairment
loss, if any, is recognised in the Statement of profit and The Company has elected not to apply the requirements
loss. of Ind AS 116 - Leases to short-term leases of all
assets that have a lease term of 12 months or less and
The lease liability is initially measured at the present leases for which the underlying asset is of low value.
value of the lease payments that are not paid at the The lease payments associated with these leases are
commencement date, discounted using the interest recognized as an expense on a straight-line basis over
rate implicit in the lease or, if that rate cannot be readily the lease term.
determined, the Company’s incremental borrowing
rate. Generally, the Company uses its incremental The Company as a lessor
borrowing rate as the discount rate. When the Company acts as a lessor, it determines at
lease inception whether each lease is a finance lease
Lease payments included in the measurement of the or an operating lease. To classify each lease, the
lease liability comprise the following: Company makes an overall assessment of whether the
Fixed payments, including in-substance fixed
•  lease transfers substantially all of the risks and rewards
payments; incidental to ownership of the underlying asset. If this
is the case, then the lease is a finance lease; if not, then
• Variable lease payments that depend on an index it is an operating lease. As part of this assessment, the
or a rate, initially measured using the index or rate Company considers certain indicators such as whether
as at the commencement date; the lease is for the major part of the economic life
• Amounts expected to be payable under a residual of the asset.
value guarantee; and
When the Company is an intermediate lessor, it
• The exercise price under a purchase option that accounts for its interests in the head lease and the sub-
the Company is reasonably certain to exercise, lease separately. It assesses the lease classification of
lease payments in an optional renewal period if a sub-lease with reference to the right-of-use asset

Annual Report 2021-22 203

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

arising from the head lease, not with reference to cash flows, discounted to their present value using a
the underlying asset. If a head lease is a short-term discount rate that reflects current market assessments
lease to which the Company applies the exemption of the time value of money and the risks specific to
described above, then it classifies the sub-lease as an the asset or CGU. An impairment loss is recognised
operating lease. if the carrying amount of an asset or CGU exceeds its
estimated recoverable amount.
The Company recognizes lease payments received
under operating leases as income on a straight-line Impairment losses are recognised in the Statement of
basis over the lease term as part of ‘other income’. profit and loss. They are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU
The accounting policies applicable to the Company as a and then to reduce the carrying amounts of the other
lessor in the comparative period were not different from
assets in the CGU on a pro-rata basis.
Ind AS 116 - Leases. However, when the Company was
an intermediate lessor the sub-leases were classified An impairment loss in respect of goodwill is not
with reference to the underlying asset. reversed. For other assets, an impairment loss is
reversed only if there has been a change in the
In case of a finance lease, finance income is recognised
estimates used to determine the recoverable amount.
over the lease term based on a pattern reflecting a
Such a reversal is made only to the extent that the
constant periodic rate of return on the lessor’s net
asset’s carrying amount does not exceed the carrying
investment in the lease.
amount that would have been determined, net of
depreciation or amortisation, if no impairment loss had
e. Borrowing costs
been recognised.
Borrowing costs attributable to the acquisition or
construction of a qualifying asset are capitalised g. Provisions and contingent liabilities
as part of the cost of the asset. A qualifying asset is
Provisions
one that necessarily takes substantial period of time
to get ready for intended use. Other borrowing costs Provisions are recognised when the Company has a
are recognised as an expense in the period in which present legal or constructive obligation as a result of a
they are incurred. Borrowing cost includes exchange past events, it is probable that an outflow of resources
differences to the extent regarded as an adjustment to embodying economic benefits will be required to settle
the borrowing costs, if any. the obligation and a reliable estimate can be made of
the amount of the obligation. If the effect of the time
f. Impairment of non-financial assets value of money is material, provisions are discounted
At each reporting date, the Company reviews the carrying using a current pre-tax rate that reflects current market
amounts of its non-financial assets to determine assessments of the time value of money and the risks
whether there is any indication of impairment. If any specific to the liability. When discounting is used, the
such indication of impairment exists, then the asset’s increase in the provision due to the passage of time is
recoverable amount is estimated. For impairment recognised as a finance cost.
testing, assets are grouped together into the smallest
Contingent liabilities
group of assets that generates cash inflows from
continuing use that are largely independent of the Contingent liabilities are possible obligations that arise
cash inflows of other assets or cash generating units from past events and whose existence will only be
(‘CGU’). Goodwill arising from a business combination confirmed by the occurrence or non-occurrence of one
is allocated to CGU or groups of CGUs that are expected or more uncertain future events not wholly within the
to benefit from the synergies of the combination. control of the Company. Where it is not probable that
an outflow of economic benefits will be required, or the
The recoverable amount of an asset or CGU is the amount cannot be estimated reliably, the obligation is
greater of its value in use and its fair value less costs disclosed as a contingent liability, unless the probability
to sell. Value in use is based on the estimated future of outflow of economic benefits is remote.

204 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

h. Employee benefits The net interest cost is calculated by applying the

discount rate to the net balance of the defined benefit
Short term employee benefits
obligation. This cost and other costs are included in
Employee benefit liabilities such as salaries, wages and
employee benefits expense in the Statement of profit
bonus, etc. that are expected to be settled wholly within
and loss.
twelve months after the end of the reporting period in
which the employees render the related service are
Remeasurements of the net defined benefit liability,
recognised in respect of employee’s services up to the
which comprise actuarial gains and losses, the return
end of the reporting period and are measured at an
on plan assets (excluding interest) and the effect of the
undiscounted amount expected to be paid when the
liabilities are settled. asset ceiling (if any, excluding interest), are recognised
in other comprehensive income and transferred to
Post-employment benefit plans retained earnings.
Defined Contribution Plans
Changes in the present value of the defined benefit
The Company pays provident fund contributions to the obligation resulting from settlement or curtailments
appropriate government authorities. The Company has
are recognised immediately in Statement of profit and
no further payment obligations once the contributions
loss as past service cost.
have been paid. The contributions are accounted for as
defined contribution plans and the contributions are
The Company’s net obligation in respect of defined
recognised as employee benefits expense when they
benefit plans is calculated by estimating the amount
are due.
of future benefit that employees have earned in the
Defined benefit plans current and prior periods, discounting that amount and
deducting the fair value of any plan assets.
The Company has an obligation towards gratuity,
a defined benefit retirement plan covering eligible
Other long term employee benefits
employees. The plan provides for a lump sum payment
to vested employees at retirement, death while in Compensated absences
employment or on termination of employment, of an The Company’s net obligation in respect of
amount based on the respective employee’s salary compensated absences is the amount of benefit to be
and the tenure of employment. Vesting occurs upon settled in future, that employees have earned in return
completion of five years of service. for their service in the current and previous years. The
benefit is discounted to determine its present value.
Gratuity liability is partially funded by the Company
The obligation is measured on the basis of an actuarial
through annual contribution to DIL Employees Gratuity
valuation using the projected unit credit method.
Trust (the ‘Trust’) against ascertained gratuity liability.
Remeasurements are recognised in Statement of profit
The Trustees administer contributions made to the
and loss in the period in which they arise.
Trust and contributions are invested in a scheme with
the Life Insurance Corporation of India as permitted by
the laws of India.
i. Share based payments
The grant-date fair value of equity-settled share-based
The liability recognised in the Balance Sheet in respect payment arrangements granted to eligible employees
of defined benefit gratuity plan is the present value of of the Company and its subsidiaries under the
the defined benefit obligation at the end of the reporting Employee Stock Option Scheme (‘ESOS’) is recognised
period. The defined benefit obligation is calculated by as an employee stock option scheme expense in the
actuary using the projected unit credit method. Statement of profit and loss, in relation to options
granted to employees of the Company (over the
The present value of the defined benefit obligation is vesting period of the awards) and in relation to options
determined by discounting the estimated future cash granted to employees of subsidiaries, the amount is
outflows by reference to market yields at the end of the
disclosed under other financial assets (as receivables
reporting period on government bonds that have terms
from subsidiaries), with a corresponding increase in
approximating to the terms of the related obligation.
other equity.

Annual Report 2021-22 205

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The amount recognised as an expense /recoverable Current tax assets and current tax liabilities are offset
from subsidiaries is adjusted to reflect the number of only if there is a legally enforceable right to set off the
awards for which the related service and non-market recognised amounts, and it is intended to realise the
performance conditions are expected to be met, such asset and settle the liability on a net basis.
that the amount ultimately recognised is based on the
number of awards that meet the related service and Deferred tax
non-market performance conditions at the vesting Deferred tax is recognised in respect of temporary
date. The increase in equity recognised in connection differences between the carrying amounts of assets
with a share based payment transaction is presented and liabilities for financial reporting purposes and the
in the “Employee stock options outstanding account”, corresponding amounts used for taxation purposes.
as separate component in other equity. For share-
based payment awards with market conditions, the Deferred tax liabilities are recognised for all taxable
grant-date fair value of the share-based payment is temporary differences. Deferred tax assets are
measured to reflect such conditions and there is no recognised to the extent that it is probable that future
true-up for differences between expected and actual taxable profits will be available against which they can
outcomes. At the end of each period, the Company be used. The existence of unused tax losses is strong
revises its estimates of the number of options that evidence that future taxable profit may not be available.
are expected to be vested based on the non-market Therefore, in case of a history of recent losses, the
performance conditions at the vesting date. Company recognises a deferred tax asset only to
the extent that it has sufficient taxable temporary
If vesting periods or other vesting conditions apply, differences or there is convincing other evidence that
the expense is allocated over the vesting period, based sufficient taxable profit will be available against which
on the best available estimate of the number of share such deferred tax asset can be realised. Deferred tax
options expected to vest. Upon exercise of share assets - unrecognised or recognised, are reviewed
options, the proceeds received, net of any directly at each reporting date and are recognised / reduced
attributable transaction costs, are allocated to share to the extent that it is probable / no longer probable
capital up to the nominal (or par) value of the shares respectively that the related tax benefit will be realised.
issued with any excess being recorded as share
premium. Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset is
The dilutive effect of outstanding options is reflected as realised or liability is settled, based on the laws that
additional share dilution in the computation of diluted have been enacted or substantively enacted by the
earnings per share. reporting date.

j. Income taxes The measurement of deferred tax reflects the tax

Income tax expense comprises of current tax and consequences that would follow from the manner in
deferred tax. It is recognised in the Statement of profit which the Company expects, at the reporting date, to
and loss except to the extent that it relates to items recover or settle the carrying amount of its assets and
recognised in other comprehensive income or directly liabilities.
in equity.
Minimum Alternative Tax (‘MAT’) credit entitlement
Current tax under the provisions of the Income-tax Act, 1961 is
Current tax comprises the expected tax payable or recognised as a deferred tax asset when it is probable
receivable on the taxable income or loss for the year that future economic benefit associated with it in the
and any adjustment to the tax payable or receivable in form of adjustment of future income tax liability, will
respect of previous years. The amount of current tax flow to the Company and the asset can be measured
reflects the best estimate of the tax amount expected reliably. MAT credit entitlement is set off to the extent
to be paid or received after considering the uncertainty, allowed in the year in which the Company becomes
if any relating to income taxes. It is measured using tax liable to pay income taxes at the enacted tax rates.
rates enacted for the relevant reporting period. MAT credit entitlement is reviewed at each reporting

206 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

date and is recognised to the extent that is probable Revenue from outdoor catering services is recognised
that future taxable profits will be available against on completion of the respective services agreed to be
which they can be used. MAT credit entitlement has provided, the consideration is reliably determinable
been presented as deferred tax asset in Balance Sheet. and no significant uncertainty exists regarding the
Significant management judgment is required to collection. The amount recognised as revenue is net of
determine the probability of recognition of MAT credit applicable taxes.
entitlement.
Service income and management fees
Deferred tax assets and deferred tax liabilities are Revenue from marketing support services, management
offset only if there is a legally enforceable right to offset fee and auxiliary and business support services are
current tax liabilities and assets levied by the same tax in terms of agreements with the customers and are
authorities. recognised on the basis of satisfaction of performance
obligation over the duration of the contract from
k. Foreign currency transactions and translations the date the contracts are effective or signed
Monetary and non-monetary transactions in foreign provided the consideration is reliably determinable
currencies are initially recorded in the functional and no significant uncertainty exists regarding the
currency of the Company at the exchange rates at the collection. The amount recognised as revenue is net of
date of the transactions. applicable taxes.

Monetary foreign currency assets and liabilities Rental income

remaining unsettled on reporting date are translated Revenue from rentals is recognised on straight-
at the rates of exchange prevailing on reporting date. line basis over the period of the contract provided
Gains / (losses) arising on account of realization / the consideration is reliably determinable and no
settlement of foreign exchange transactions and on significant uncertainty exists regarding the collection.
translation of monetary foreign currency assets and The amount recognised as revenue is net of applicable
liabilities are recognised in the Statement of profit taxes.
and loss.
Scrap sale
l. Revenue recognition Sale of scrap is recognised upon transfer of control of
Under Ind AS 115 - Revenue from Contracts with products to the customers which coincides with their
Customers, revenue is recognised upon transfer of delivery to customer.
control of promised goods or services to customers.
Revenue is measured at the fair value of the Interest income
consideration received or receivable, excluding Interest income on financial assets (including deposits
discounts, incentives, performance bonuses, price with banks) is recognised using the effective interest
concessions, amounts collected on behalf of third rate method.
parties, or other similar items, if any, as specified in
the contract with the customer. Revenue is recorded Dividend income
provided the recovery of consideration is probable Dividend income is recognised when the Company’s
and determinable. right to receive the payment has been established.

Sale of products Guarantee commission

Revenue from the sale of products is recognised at a Guarantee commission is recognised using the
point in time, upon transfer of control of products to effective interest rate method.
the customers which coincides with their delivery and
is measured at fair value of consideration received/ m. Fair value measurement
receivable, net of discounts, amount collected on Fair value is the price that would be received to sell
behalf of third parties and applicable taxes. an asset or paid to transfer a liability in an orderly

Annual Report 2021-22 207

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

transaction between market participants at the other financial assets are initially recognised when
measurement date. The fair value measurement is the Company becomes a party to the contractual
based on the presumption that the transaction to sell provisions of the instrument. All financial assets
the asset or transfer the liability takes place either: are initially measured at fair value plus, for an item
not at fair value through Statement of profit and
• In the principal market for the asset or liability, or
loss, transaction costs that are attributable to its
• In the absence of a principal market, in the most acquisition or use.
advantageous market for the asset or liability
ii. Classification and subsequent measurement
The principal or the most advantageous market must Classification
be accessible to / by the Company.
For the purpose of initial recognition, the Company
All assets and liabilities for which fair value is measured classifies its financial assets in following
or disclosed in the standalone financial statements categories:
are categorized within fair value hierarchy, described Financial assets measured at amortised
• 
as follows, based on the lowest level of input that is cost;
significant to the fair value measurement as a whole.
Financial Asset Measured at fair value
• 
• Level 1 — Quoted (unadjusted) prices in active through other comprehensive income
markets for identical assets or liabilities
(‘FVTOCI’); or
Level 2 — Valuation techniques for which the
• 
• Financial asset measured at fair value through
lowest level input that is significant to the fair value
Statement of profit and loss (‘FVTPL’).
measurement is directly or indirectly observable
Level 3 — Valuation techniques for which the
•  Financial assets are not reclassified subsequent
lowest level input that is significant to the fair to their initial recognition, except if and in the
value measurement is unobservable period the Company changes its business model
for managing financial assets.
For assets and liabilities that are recognized in the
standalone financial statements on a recurring basis, A financial asset being ‘debt instrument’ is
the Company determines whether transfers have measured at the amortised cost if both of the
occurred between levels in the hierarchy by reassessing following conditions are met:
categorization (based on the lowest level input that is
significant to the fair value measurement as a whole) at • The financial asset is held within a business
the end of each reporting period. model whose objective is to hold assets for
collecting contractual cash flows
For the purpose of fair value disclosures, the Company • The contractual terms of the financial asset
has determined classes of assets and liabilities on the give rise on specified dates to cash flows that
basis of the nature, characteristics and risks of the
are Solely Payments of Principal and Interest
asset or liability and the level of the fair value hierarchy
(‘SPPI’) on the principal amount outstanding.
as explained above.
A financial asset being ‘debt instrument’ is
n. Financial instruments
measured at the FVTOCI if both of the following
A financial instrument is any contract that gives rise to criteria are met:
a financial asset of one entity and a financial liability or
equity instrument of another entity. The asset is held within the business
• 
model, whose objective is achieved both by
Financial assets collecting contractual cash flows and selling
i. Recognition and initial measurement the financial assets, and


Trade receivables and debt instruments are The contractual terms of the financial
• 
initially recognised when they are originated. All asset give rise on specified dates to cash

208 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

flows that are SPPI on the principal amount has been a significant increase in credit risk from
outstanding. initial recognition, in which case those financial
assets are measured at lifetime ECL. The changes
A financial asset being equity instrument is (incremental or reversal) in loss allowance
measured at FVTPL. computed using ECL model, are recognised as an
impairment gain or loss in the Statement of profit
All financial assets not classified as measured at and loss.
amortised cost or FVTOCI as described above are
measured at FVTPL. Financial liabilities
I. Recognition and initial measurement
Subsequent measurement
All financial liabilities are initially recognised when
Financial assets at amortised cost
the Company becomes a party to the contractual
These assets are subsequently measured at provisions of the instrument. All financial liabilities
amortised cost using the effective interest method. are initially measured at fair value minus, for an
The amortised cost is reduced by impairment item not at fair value through Statement of profit
losses, if any. Interest income and impairment are and loss, transaction costs that are attributable to
recognised in the Statement of profit and loss. the liability.

Financial assets at FVTPL II. Classification and subsequent measurement

These assets are subsequently measured at fair Financial liabilities are classified as measured at
value. Net gains and losses, including any interest amortized cost or FVTPL.
income, are recognised in the Statement of profit
and loss. A financial liability is classified as FVTPL if it is
classified as held-for-trading, or it is a derivative
iii. Derecognition or it is designated as such on initial recognition.
The Company derecognises a financial asset Financial liabilities at FVTPL are measured at fair
when the contractual rights to the cash flows value and net gains and losses, including any
from the financial asset expire, or it transfers the interest expense, are recognised in the Statement
rights to receive the contractual cash flows in a of profit and loss.
transaction in which substantially all of the risks
and rewards of ownership of the financial asset 
Financial liabilities other than classified as
are transferred or in which the Company neither FVTPL, are subsequently measured at amortised
transfers nor retains substantially all of the risks cost using the effective interest method. Interest
and rewards of ownership and it does not retain expense are recognised in Statement of profit and
control of the financial asset. Any gain or loss on loss. Any gain or loss on derecognition is also
derecognition is recognised in the Statement of recognised in the Statement of profit and loss.
profit and loss.
III. Derecognition
iv. 
Impairment of financial assets (Other than at The Company derecognises a financial liability
fair value) when its contractual obligations are discharged or
The Company recognises loss allowances using cancelled, or expire.
the Expected Credit Loss (‘ECL’) model for the
financial assets which are not fair valued through 
The Company also derecognises a financial
Statement of profit and loss. Loss allowance for liability when its terms are modified and the cash
trade receivables with no significant financing flows under the modified terms are substantially
component is measured at an amount equal different. In this case, a new financial liability
to lifetime ECL. For all other financial assets, based on modified terms is recognised at fair
expected credit losses are measured at an value. The difference between the carrying
amount equal to the 12-month ECL, unless there amount of the financial liability extinguished and

Annual Report 2021-22 209

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

the new financial liability with modified terms is • It is expected to be realised in, or is intended for
recognised in the Statement of profit and loss. sale or consumption in, the Company’s normal
operating cycle;
IV. Offsetting of financial instruments
• It is held primarily for the purpose of being traded;
Financial assets and financial liabilities are offset
and the net amount presented in the Balance Sheet • It is expected to be realised within 12 months after
when, and only when, the Company currently has the reporting date; or
a legally enforceable right to set off the amounts
• It is cash or cash equivalent unless it is restricted
and it intends either to settle them on a net basis
from being exchanged or used to settle a liability
or to realise the assets and settle the liabilities
for at least 12 months after the reporting period.
simultaneously.
Current assets include the current portion of non-
V. Derivative financial instruments
current financial assets. All other assets are classified

The Company holds derivative financial as non-current.
instruments to hedge its interest rate risk
exposures. Such derivative financial instruments Liabilities
are initially recognised at fair value. Subsequent
A liability is classified as current when it satisfies any
to initial recognition, derivatives are measured
at fair value, and changes therein are recognised of the following criteria:
in Statement of profit and loss. Derivatives are it is expected to be settled in the Company’s
• 
carried as financial assets when the fair value is normal operating cycle;
positive and as financial liabilities when the fair
value is negative. • It is held primarily for the purpose of being traded;
• it is due to be settled within 12 months after the
0. Earnings per share reporting period; or
The Company presents basic and diluted earnings per
The Company does not have an unconditional
• 
share (‘EPS’) data for its equity shares. Basic EPS is
right to defer settlement of the liability for at least
calculated by dividing the Statement of profit and loss
attributable to equity shareholders of the Company 12 months after the reporting period. Terms of a
by the weighted average number of equity shares liability that could, at the option of the counterparty,
outstanding during the year. Diluted EPS is determined result in its settlement by the issue of equity
by adjusting Statement of profit and loss attributable to instruments do not affect its classification.
equity shareholders and the weighted average number
of equity shares outstanding, for the effects of all Current liabilities include the current portion of non-
dilutive potential equity shares, which comprise share current financial liabilities. All other liabilities are
options granted to employees. classified as non-current.

The number of equity shares and potentially dilutive Deferred tax assets and liabilities are classified as non-
equity shares are adjusted retrospectively for all periods current assets and liabilities.
presented for any share splits and bonus shares issues
including for changes effected prior to the approval of Operating cycle
the financial statements by the Board of Directors. The operating cycle is the time between the acquisition
of assets for processing and their realisation in cash
p. Current and non-current classification or cash equivalents. Based on the nature of operations
All assets and liabilities are classified into current and and the time between the acquisition of assets for
non-current. processing and their realisation in cash and cash
equivalents, the Company has ascertained its operating
Assets cycle being a period of 12 months for the purpose of
An asset is classified as current when it satisfies any of classification of assets and liabilities as current and
the following criteria: non- current.

210 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

q. Investment in subsidiaries and joint ventures u. Exceptional items

Investment in equity shares of subsidiaries and Exceptional items are transactions which due to
joint ventures (under Ind AS 27 – Separate Financial their size or incidence are separately disclosed to
Statements) are carried at cost, less any impairment in enable a full understanding of the company financial
the value of investment. performance.

Investment in preference shares of subsidiaries are v. Cash flow statement

carried at FVTPL, except where the preference shares Cash flows are reported using indirect method, whereby
meet the definition of equity shares as per Ind AS 32 – profit before tax is adjusted for the effects transactions
‘Financial Instruments: Presentation’ from the issuer’s of a non-cash nature and any deferrals or accruals of
perspective (i.e., subsidiary), which are carried at cost, past or future cash receipts or payments. The cash
less any impairment in the value of investment. flows from regular revenue generating, financing and
investing activities of the Company are segregated.
r. Financial guarantee contracts Cash and cash equivalents in the cash flow comprise
Financial guarantee contracts issued by the Company cash at bank, cash/cheques in hand and short-term
are recognised initially as a liability at fair value, adjusted investments with an original maturity of three months
for transaction costs that are directly attributable to the or less.
issuance of the guarantee.
w. Functional and presentation currency
Subsequently, the liability is measured at the higher The management has determined the currency of the
of the amount of loss allowance determined as per primary economic environment in which the Company
impairment requirements of Ind AS 109 – Financial operates, i.e., the functional currency, to be Indian
Instruments and the amount recognised less Rupees (`). The financial statements are presented in
cumulative amortisation. Indian Rupees, which is the Company’s functional and
presentation currency. All amounts have been rounded
s. Cash and cash equivalents to the nearest millions up to two decimal places, unless
otherwise stated. Consequent to rounding off, the
Cash and cash equivalents comprises cash at banks
numbers presented throughout the document may not
and on hand, cheques on hand and short-term deposits
add up precisely to the totals and percentages may not
with an original maturity of three months or less, which
precisely reflect the absolute amounts.
are subject to an insignificant risk of changes in value.
x. Discontinued operations
t. Segment reporting
A discontinued operation is a component of the entity
As the Company business activity primarily falls within
that has been disposed of or is classified as held
a single business and geographical segment and the for sale and that represents a separate major line of
Chief Operating Decision Maker monitors the operating business or geographical area of operations, is part
results of its business units not separately for the of a single coordinated plan to dispose of such a line
purpose of making decisions about resource allocation of business or area of operations, or is a subsidiary
and performance assessment. Segment performance acquired exclusively with a view to resale. Statement
is evaluated based on profit or loss and is measured of profit and loss from discontinued operations
consistently with profit or loss in the standalone comprise the post-tax Statement of profit and loss
financial statements, thus there are no additional of discontinued operations and the post-tax gain or
disclosures to be provided under Ind AS 108 –“Segment loss resulting from the measurement and disposal of
Reporting”. The management considers that the assets classified as held for sale. Any Statement of
various goods and services provided by the Company profit and loss arising from the sale or re-measurement
constitutes single business segment, since the risk of discontinued operations is presented as part of
and rewards from these services are not different from a single line item, Statement of profit and loss from
one another. The analysis of geographical segments is discontinued operations separately in the Statement of
based on geographical location of the customers. profit and loss.

Annual Report 2021-22 211

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

y. Share issue expense Standards) Amendment Rules, 2022, applicable from

1 April 2022, as below:
Share issue expenses are adjusted against the
Securities Premium Account as permissible under
Ind AS 103 – Reference to Conceptual Framework
Section 52 of the Companies Act, 2013, to the extent
any balance is available for utilisation in the Securities The amendments specifiy that to qualify for recognition
Premium Account. Share issue expenses in excess as part of applying the acquisition method, the
of the balance in the Securities Premium Account is identifiable assets acquired and liabilities assumed
expensed in the Statement of profit and loss. must meet the definitions of assets and liabilities in the
Conceptual Framework for Financial Reporting under
z. Recent accounting pronouncements Indian Accounting Standards (Conceptual Framework)
Ministry of Corporate Affairs (“MCA”) notifies new issued by the Institute of Chartered Accountants of
standard or amendments to the existing standards India at the acquisition date. These changes do not
under Companies (Indian Accounting Standards) significantly change the requirements of Ind AS 103.
Rules as issued from time to time. On 23 March 2022, The Company does not expect the amendment to have
MCA amended the Companies (Indian Accounting any significant impact in its financial statements.

212 Devyani International Limited

 Notes forming part of the standalone Financial Statements
for the year ended 31st March, 2022
(` in millions, except for share data and if otherwise stated)

3A. Property, plant and equipment

Particulars Freehold Buildings Leasehold Plant and Furniture Electrical Office Computers Utensil Vehicles Total
Land (refer (refer improvements equipment and fittings equipments and kitchen
note iv) note iv) fixtures equipments
Gross Block
As at 1 April 2020 103.91 431.93 1,801.62 2,410.00 167.48 103.15 162.70 377.39 271.62 63.18 5,892.98
Acquisitions through business - - 216.80 98.96 10.83 - 0.03 8.51 23.23 2.34 360.70
combinations (refer 48)
Additions other than above - 23.39 252.07 376.81 24.13 5.71 23.17 80.78 53.50 10.05 849.61
Disposals - - 466.26 252.42 41.47 29.73 30.48 87.23 106.59 36.35 1,050.53
As at 31 March 2021 103.91 455.32 1,804.23 2,633.35 160.97 79.13 155.42 379.45 241.76 39.22 6,052.76
Additions - 3.01 658.31 1,197.44 63.85 22.89 81.37 244.58 182.12 4.85 2,458.42
Disposals - - 62.24 98.71 22.24 3.70 5.11 11.99 37.99 5.62 247.60
As at 31 March 2022 103.91 458.33 2,400.30 3,732.08 202.58 98.32 231.68 612.04 385.89 38.45 8,263.58
Accumulated depreciation
As at 1 April 2020 - 41.20 574.55 724.15 79.93 38.56 38.26 147.28 99.03 44.47 1,787.43
Depreciation - 14.16 202.78 288.53 29.17 8.93 16.23 62.58 36.46 6.69 665.53
Disposals - - 191.41 139.70 31.16 17.28 14.42 72.55 59.89 32.77 559.18
As at 31 March 2021 - 55.36 585.92 872.98 77.94 30.21 40.07 137.31 75.60 18.39 1,893.78
Depreciation - 14.49 252.15 300.93 27.58 9.65 18.80 81.77 49.11 5.29 759.77
Disposals - - 34.25 72.75 20.72 2.90 2.92 8.27 32.99 4.49 179.29
As at 31 March 2022 - 69.85 803.82 1,101.16 84.80 36.96 55.95 210.81 91.72 19.19 2,474.26
Accumulated impairment
Overview

As at 1 April 2020 - 24.17 73.82 131.82 8.18 4.01 5.26 6.39 6.24 2.83 262.72
Corporate

Impairment loss - 1.90 216.39 164.01 8.07 9.90 19.56 10.81 45.95 2.46 479.05
Impairment (reversal) - - (16.68) (29.69) (1.07) (1.07) (0.58) (1.99) (0.41) (0.01) (51.50)
Disposals - - 247.10 62.79 6.94 7.73 10.43 7.78 43.56 3.44 389.77
As at 31 March 2021 - 26.07 26.43 203.35 8.24 5.11 13.81 7.43 8.22 1.84 300.50
Impairment loss - - 20.70 36.52 0.93 0.64 1.15 3.33 3.32 0.13 66.72
Impairment (reversal) - (16.62) (22.61) (68.55) (1.34) (1.58) (1.82) (2.46) (2.34) (0.46) (117.78)
Disposals - - 4.63 5.45 0.82 0.49 0.37 0.28 1.29 0.63 13.96
As at 31 March 2022 - 9.45 19.89 165.87 7.01 3.68 12.77 8.02 7.91 0.88 235.48
Reports

Net carrying amount

Statutory

As at 31 March 2021 103.91 373.89 1,191.88 1,557.02 74.79 43.81 101.54 234.71 157.94 18.99 3,858.48
As at 31 March 2022 103.91 379.03 1,576.59 2,465.05 110.77 57.68 162.96 393.21 286.26 18.38 5,553.84

Note:
i) For details regarding charge on property, plant and equipment- refer note 17.

Annual Report 2021-22

ii) For details regarding capitalisation of expenses incurred during construction period- refer note 44.
iii) For details regarding contractual commitments for the acquisition of property, plant and equipment- refer note 39.
iv) All title deeds of immovable properties are held in the name of Company.
Financial

v) For details regarding impairment - refer note 45.

213
Statements
Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

3B Capital work-in-progress (CWIP)

As at As at
Particulars
31 March 2022 31 March 2021
At the beginning of the year 72.39 62.97
Additions 2,474.12 848.98
Transfers to property, plant and equipment 2,539.94 839.56
At the end of the year 6.57 72.39

CWIP ageing schedule:

Amount in CWIP for a period of Total
Particulars
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress
As on 31 March 2022 6.57 - - - 6.57
As on 31 March 2021 59.67 12.72 - - 72.39

There are no projects as on each reporting period where activity had been suspended except few projects in the previous
year which were temporarily suspended due to Covid-19 restrictions. Also there are no projects as on the reporting
period which has exceeded cost as compared to its original plan or where completion is overdue.

3C Right-of-use assets (refer note 36)

Amounts recognised in balance sheet
The balance sheet shows the following amounts relating to leases:
As at As at
Particulars
31 March 2022 31 March 2021
Right-of-use assets
Leasehold property* 8,985.76 5,928.58
Accumulated amortisation (1,221.51) (362.64)
Accumulated impairment (149.70) (118.95)
Net carrying amount 7,614.55 5,446.99

* includes the addition of ` 3,115.30 (31 March 2021 : ` 2,560.74)

3D Investment properties (refer note 37)

Leasehold Owned Total
Investment Investment
Properties Properties*
Gross carrying amount
As at 1 April 2020 467.49 - 467.49
Additions 11.96 169.63 181.59
Disposals (122.73) - (122.73)
As at 31 March 2021 356.72 169.63 526.35
Additions - - -
Disposals - - -
As at 31 March 2022 356.72 169.63 526.35

214 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Leasehold Owned Total

Investment Investment
Properties Properties*
Accumulated depreciation
As at 1 April 2020 52.73 - 52.73
Depreciation 46.74 1.41 48.15
Disposals (31.19) - (31.19)
As at 31 March 2021 68.28 1.41 69.69
Depreciation 33.81 5.65 39.46
Disposals - - -
As at 31 March 2022 102.09 7.06 109.15
Accumulated impairment
As at 1 April 2020 0.77 - 0.77
Impairment loss - - -
As at 31 March 2021 0.77 - 0.77
Impairment loss (refer note 37) 65.43 - 65.43
As at 31 March 2022 66.20 - 66.20
Net carrying amount
As at 31 March 2021 287.67 168.22 455.89
As at 31 March 2022 188.43 162.57 351.00
* All title deeds of immovable properties are held in the name of Company.

4 Goodwill
Amount
Gross carrying amount
As at 1 April 2020 84.46
Acquisitions through business combinations (refer note 48) 420.11
As at 31 March 2021 504.57
Acquisitions -
As at 31 March 2022 504.57
Accumulated impairment
As at 1 April 2020 -
Impairment loss -
As at 31 March 2021 -
Impairment loss -
As at 31 March 2022 -
Net carrying amount
As at 31 March 2021 504.57
As at 31 March 2022 504.57

Annual Report 2021-22 215

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

5 Other intangible assets

Franchisee License fees Computer Total
rights softwares
Gross carrying amount
As at 1 April 2020 143.61 507.54 98.98 750.13
Acquisitions through business combinations (refer note 48) 916.22 198.79 - 1,115.01
Additions other than above - 342.82 2.81 345.63
Disposals - 51.35 1.29 52.64
As at 31 March 2021 1,059.83 997.80 100.50 2,158.13
Additions - 130.67 58.35 189.02
Disposals/adjustments - 320.76 0.91 321.67
As at 31 March 2022 1,059.83 807.71 157.94 2,025.48
Accumulated depreciation
As at 1 April 2020 - 122.80 66.03 188.83
Amortisation 48.46 74.14 11.42 134.02
Disposals - 19.91 0.69 20.60
As at 31 March 2021 48.46 177.03 76.76 302.25
Amortisation 105.50 82.31 7.81 195.62
Disposals/adjustments - 9.55 0.82 10.37
As at 31 March 2022 153.96 249.79 83.75 487.50
Accumulated impairment
As at 1 April 2020 - 16.85 7.66 24.51
Impairment loss - 41.17 0.35 41.52
Impairment (reversal) - (4.07) - (4.07)
Disposals - 27.37 0.61 27.98
As at 31 March 2021 - 26.58 7.40 33.98
Impairment loss - 25.92 - 25.92
Impairment (reversal) - (9.87) (3.97) (13.84)
Disposals - 1.21 0.05 1.26
As at 31 March 2022 - 41.42 3.38 44.80
Net carrying amount
As at 31 March 2021 1,011.37 794.19 16.34 1,821.90
As at 31 March 2022 905.87 516.50 70.81 1,493.18
Note:
i) For details regarding impairment - refer note 45.

6A Investments in subsidiaries
As at As at
Particulars
31 March 2022 31 March 2021
Investment in unquoted equity shares (valued at cost)
Devyani International (Nepal) Private Limited, a wholly owned subsidiary.
Principal place of business - Nepal.^
1,591,346 (previous year: 427,966) equity shares of NPR 100/- each, fully 94.07 42.19
paid up [includes bonus shares of 333,380 shares (previous year: Nil)]

216 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at As at
Particulars
31 March 2022 31 March 2021
Devyani Food Street Private Limited, a wholly owned subsidiary.
Principal place of business - India.*
8,908,900 (previous year: 8,908,900) equity shares of ` 10/- each, fully 304.68 202.25
paid up
Provision for impairment loss in the value of above investment (197.19) (111.31)
(refer note 51)
RV Enterprizes Pte. Limited, Singapore, a subsidiary.
Principal place of business - Singapore
2,415,579 (previous year: 2,415,579) equity shares of SGD 1/- each, fully 108.93 108.93
paid up. The Company’s shareholding in the above is 87% (refer note 49)
Devyani Airport Services (Mumbai) Private Limited, a wholly owned
subsidiary. Principal place of business - India.
49,948,036 (previous year: 3,060,000) equity shares of ` 10/- each, fully 153.87 84.84
paid up. The Company’s shareholding in the above is 100% with effect
from 12 July 2021 (previous year 51%) (refer note 50)
Provision for impairment loss in the value of above investment - (84.84)
(refer note 50)
464.36 242.07
Investment in unquoted preference shares
Valued at cost
Investments in subsidiaries
RV Enterprizes Pte. Limited, Singapore, a subsidiary
10,997,925 (previous year: 10,953,525) 1% redeemable preference shares 615.30 612.02
of USD 1/- each, fully paid up (refer note 49)**
615.30 612.02
Aggregate value of unquoted investments in subsidiaries 1,079.66 854.09
Aggregate provision for impairment in value of investments in 197.19 196.14
subsidiaries
The Company does not have any quoted investments during the current
and previous year.
Provision for impairment loss in value of investments in subsidiaries
Opening provision as at the beginning of the year 196.14 507.98
Add: Provision created during the year 85.88 111.31
Less: Provision reversed/actualised during the year (84.84) (423.15)
Closing provision as at year end 197.19 196.14
^ The Company had given loan to Devyani International (Nepal) Private Limited, a wholly owned subsidiary, at interest rate
which is lower than the market rate of interest. Such loan had been fair valued and recorded as additional investment
in the wholly owned subsidiary per generally accepted accounting principles in India and also the Company had given
financial guarantee to Everest Bank Limited on behalf of Devyani International (Nepal) Private Limited, a wholly owned
subsidiary, for the loan availed by the wholly owned subsidiary. Such financial guarantee had been fair valued and
recorded as an additional investment in the wholly owned subsidiary.
* The Company had given financial guarantee to Yes Bank Limited on behalf of Devyani Food Street Private Limited, a
wholly owned subsidiary, for the loan availed by the wholly owned subsidiary. Such financial guarantee had been fair
valued and recorded as an additional investment in the wholly owned subsidiary per generally accepted accounting
principles in India. During the year ended 31 March 2022, the Company has waived ` 102.43 receivables of its
wholly owned subsidiary, which is in substance being treated as capital contribution (investment) made towards the
subsidiary.
** The preference shares are redeemable at the option of the subsidiary RV Enterprizes Pte. Limited, Singapore, hence
the same are valued at cost considering the investment evidencing a residual interest and in equity nature.

Annual Report 2021-22 217

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

6B Investments
As at As at
Particulars
31 March 2022 31 March 2021
Investment in unquoted preference shares (valued at fair value through
profit or loss)
Investments in subsidiaries
Devyani Airport Services (Mumbai) Private Limited, a subsidiary#
Nil (previous year: 32,631,344) 8% redeemable, non cumulative and non - -
convertible preference share of ` 10/- each, fully paid up (refer note 50)
Devyani International (Nepal) Private Limited, a wholly owned subsidiary
400,000 (previous year: 400,000) 5% redeemable, non cumulative and non 25.35 22.08
convertible preference shares of NPR 100/- each, fully paid up
25.35 22.08
Aggregate value of unquoted investments 25.35 22.08


Note: Information about the Company’s exposure to credit and market risks, and fair value measurements, is included
in note 35.
# S
 uch investments have been fair valued and a fair valuation loss through profit and loss has been recorded as at 31 March 2021
` Nil.

7 Loans
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Loans to related parties [considered good, 579.59 619.88 35.34 -
unsecured (refer note 38)]*
579.59 619.88 35.34 -
*includes interest accrued on loans to related parties amounting to ` 64.30 (31 March 21: ` 39.04).

As at As at
31 March 2022 31 March 2021
Amount of loan Amount of loan
Particulars (also refer 43)
or advance in the or advance in the
nature of loan nature of loan
outstanding outstanding
Loan of ` 157.40 (31 March 2021: ` 176.40) to Devyani Airport Services (Mumbai) 168.65 177.10
Private Limited
(a) The unsecured loan is repayable in 20 quarterly installments after completion
of 1 year from date of final disbursement. The quarterly installments will be
due on the last day of each quarter.
(b) The interest rate applicable is 8% p.a (31 March 2021:12%) w.e.f 1 October
2021 vide addendum loan agreement with the lender (payable on yearly
basis).
(c) The loan is to be utilised for operational activities carried out by the borrower.

218 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at As at
31 March 2022 31 March 2021
Amount of loan Amount of loan
Particulars (also refer 43)
or advance in the or advance in the
nature of loan nature of loan
outstanding outstanding
Loan of ` 303.23 (31 March 2021: ` 292.94) to RV Enterprizes Pte. Limited 350.01 328.82
(a) The unsecured loan is repayable in one or more tranches before 31 December
2025.
(b) Interest rate is equal to LIBOR plus 3.00% per annum payable at the maturity
of the loan term.
(c) The loan will be utilised for meeting the working capital requirements of the
borrower.
Loan of ` 90.00 (31 March 2021: ` 111.50) to Devyani Food Streets Private 96.27 113.96
Limited
(a) This term loan is repayable in 12 quarterly installments after the end of
moratorium period of three year from the date of disbursement.
(b) The interest rate applicable is 8% p.a (31 March 2021:10%) w.e.f 1 October
2021 vide addendum loan agreement with the lender (payable on yearly
basis).
(c) The loan is to be utilised for operational activities carried out by the borrower.

8 Other financial assets

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Unsecured, considered good
Security deposits^ 435.33 357.29 135.17 106.69
Bank deposits *# 0.94 0.87 841.49 -
Lease rental receivables 41.22 56.27 20.27 11.73
Finance lease receivables 84.70 96.16 11.64 10.03
Other receivables** - - 320.84 86.37
562.19 510.59 1,329.41 214.82
Other receivables and security deposits - - 13.76 4.50
(credit impaired)
Less: loss allowance - - (13.76) (4.50)
562.19 510.59 1,329.41 214.82
^ Security deposits (which meet the definition of a financial asset as per Ind AS 32) have been included in ‘other financial
assets’ line item as per amended Schedule III of the Companies Act, 2013. Previously, these deposits were included in
‘loans’ line item.
* Bank deposits include ` 0.94 (31 March 21: ` 0.87) as deposits with banks under lien. These deposits are used for
issuing letter of credit/ standby letter of credit/ bank guarantees.
# Includes interest accrued but not due on bank deposits amounting to ` 14.92 (31 March 21: ` 0.01).
** Includes receivables from related party ` 0.75 (31 March 21: ` 2.53) (refer note 38).

Annual Report 2021-22 219

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

9 Other assets
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Capital advances 278.27 136.98 - -
Other advances:
- Prepaid expenses 4.14 7.14 31.73 32.53
- Prepaid rent 5.83 5.73 1.43 1.39
- Balance with statutory/government - - 128.47 72.21
authorities
- Taxes paid under protest 7.41 - - -
- Advances to employees - - 30.84 19.11
- Advance to suppliers - - 36.68 44.36
298.93 149.85 229.15 169.60
Less: loss allowance - - (5.84) (6.28)
295.65 149.85 223.31 163.32

10 Inventories
As at As at
Particulars
31 March 2022 31 March 2021
(Valued at lower of cost and net realisable value)
Raw materials including packaging materials 731.20 535.37
731.20 535.37

11 Trade receivables
As at As at
Particulars
31 March 2022 31 March 2021
Trade receivables
- Considered good- unsecured 306.39 387.05
- Credit impaired 21.64 28.08
328.03 415.13
Less: loss allowance (refer note 35) (21.64) (28.08)
306.39 387.05

Sub notes:
Trade receivables includes receivables from related parties, refer note 38.
The carrying amount of trade receivables approximates their fair value is included in note 35.
The Company’s exposure to credit and currency risks, and impairment allowances related to trade receivables is
disclosed in note 35.

220 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Trade receivables ageing schedule on 31 March 2022

Outstanding for following periods from due date Total
Particulars Not Due Less than 6 months 1 -2 year 2-3 years More than
6 months -1 year 3 years
(i) Undisputed trade receivables- 186.50 65.47 18.19 24.66 11.57 - 306.39
considered good
(ii) Undisputed trade receivables - - - - - - -
which have significant increase
in credit risk
(iii) Undisputed trade receivables- - - 0.93 5.83 2.64 2.14 11.54
credit impaired
(iv) Disputed trade receivables- - - - - - - -
considered good
(v) Disputed trade receivables - - - - - - -
which have significant increase
in credit risk
(vi) Disputed trade receivables- - - 0.25 1.48 5.47 2.90 10.10
credit impaired
Total 186.50 65.47 19.37 31.97 19.68 5.04 328.03

Trade receivables ageing schedule on 31 March 2021

Outstanding for following periods from due date Total
Particulars Not Due Less than 6 months 1 -2 year 2-3 years More than
6 months -1 year 3 years
(i) Undisputed trade receivables- 163.65 36.74 42.23 94.50 7.57 42.36 387.05
considered good
(ii) Undisputed trade receivables - - - - - - -
which have significant increase
in credit risk
(iii) Undisputed trade receivables- - - 5.61 18.40 0.34 - 24.35
credit impaired
(iv) Disputed trade receivables- - - - - - - -
considered good
(v) Disputed trade receivables - - - - - - -
which have significant increase
in credit risk
(vi) Disputed trade receivables- - - 0.12 0.71 0.38 2.52 3.73
credit impaired
Total 163.65 36.74 47.96 113.61 8.29 44.88 415.13

Annual Report 2021-22 221

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

12 Cash and cash equivalents

As at As at
Particulars
31 March 2022 31 March 2021
Balances with banks :
- On current accounts 167.50 241.13
- in deposits accounts 180.04 -
Cash on hand 35.66 31.23
Cash in transit 16.78 9.49
399.98 281.85

13 Bank balances other than cash and cash equivalents

As at As at
Particulars
31 March 2022 31 March 2021
Other bank balances*
- On deposit account ^ 7.11 2.88
7.11 2.88
* Bank deposits include ` 1.39 (31 March 2021: ` 2.81) being bank deposits
placed as security under lien with various parties.
^ Includes interest accrued but not due on bank deposits amounting to ` 0.05
(31 March 2021: ` 0.01)
Note: Details of bank deposits summarised below:
Bank balances available on demand/deposits with original maturity of 3 180.04 -
months or less included under ‘Cash and cash equivalents’ (refer note 12)
Bank deposits due for maturity after 3 months and within 12 months of the 7.11 2.88
original maturity included under ‘Other Balances with banks’ (refer note 13)
Bank deposits due for maturity after 12 months of the original maturity 842.43 0.87
have been disclosed as 'Other financial assets' (refer note 8)
1,029.58 3.75

14 Equity share capital

As at As at
Particulars
31 March 2022 31 March 2021
Authorised
5,000,000,000 (31 March 2021 : 1,250,000,000) equity shares of 5,000.00 1,250.00
` 1/- each *
5,000.00 1,250.00
Issued, subscribed and fully paid -up
1,204,736,378 (31 March 2021 : 1,153,634,990) equity shares of 1,204.74 1,153.63
` 1/- each *
1,204.74 1,153.63

* The face value of equity shares of the Company has been split from ` 10 to ` 1 per share with effect from
25 March 2021

222 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

a) Reconciliation of the equity shares outstanding at the beginning and at the end of the year:
As at 31 March 2022 As at 31 March 2021
No. of shares Amount No. of shares Amount
Equity shares issued, subscribed and fully
paid up
At the beginning of the year 1,153,634,990 1,153.63 106,166,666 1,061.67
Issued during the year 51,101,388 51.11 9,196,833 91.96
At the end of the year 1,204,736,378 1,204.74 115,363,499* 1,153.63
*
Equity shares of ` 1/- each as at - - 1,153,634,990 1,153.63
31 March 2021 pursuant to share split
with effect from 25 March 2021

b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity share having a par value of ` 1/- per share (pursuant to the share split from `
10/- to ` 1/- per share with effect from 25 March 2021). Each holder of the equity share is entitled to one vote per share
and is entitled to dividend declared, if any. The paid up equity shares of the Company rank pari-passu in all respects,
including dividend. The final dividend proposed by the Board of Directors is subject to the approval of the shareholders
in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of the equity shares will
be entitled to remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will
be in proportion to the number of equity shares held by the shareholder.

During the previous year, Yum Restaurants India Private Limited (“YRIPL”) has been allotted 5,308,333 (pre-split of
shares) equity shares of ` 10/- each of the Company. Further, Dunearn Investments (Mauritius) Pte Limited (”Dunearn”),
and YRIPL, both the investors in the Company, enjoyed certain exit rights as defined in their respective Shareholder’s
Agreements executed with the Company. By virtue of amendment cum termination agreement entered on 3 May 2021,
their rights were terminated on the listing date i.e. 16 August 2021.

c) Shares reserved for issue under options and contracts

For terms and other details of shares reserved for issue and options exercised during the year under Employee Stock
Option Scheme (“ESOS”) of the Company- refer note 42.

d) Shares held by holding/ultimate holding company and/or their subsidiaries/associates

As at 31 March 2022 As at 31 March 2021
No. of shares % holding No. of shares % holding
- RJ Corp Limited, India, holding and
ultimate holding company
Equity shares of ` 1/- each fully paid-up 714,821,970 59.33 804,821,970 69.76
714,821,970 59.33 804,821,970 69.76

Annual Report 2021-22 223

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

e) Particulars of shareholders holding more than 5% shares in the Company

As at 31 March 2022 As at 31 March 2021
No. of shares % holding No. of shares % holding
- RJ Corp Limited, India, holding company
Equity shares of ` 1/- each 714,821,970 59.33 804,821,970 69.76
- Dunearn Investments (Mauritius) Pte
Limited
Equity shares of ` 1/- each 98,000,000 8.13 163,333,330 14.16
- Mr. Varun Jaipuria
Equity shares of ` 1/- each 39,625,617 3.29 70,047,260 6.07

f) Shareholding of Promoters
As at 31 March 2022 As at 31 March 2021
No. of % holding % Change No. of % holding % Change
shares during the shares during the
year year
- RJ Corp Limited, India, holding
company
Equity shares of ` 1/- each 714,821,970 59.33 (10.43) 804,821,970 69.76 (6.64)
- Mr. Varun Jaipuria
Equity shares of ` 1/- each 39,625,617 3.29 (2.78) 70,047,260 6.07 (0.53)
- Mr. Ravi Kant Jaipuria
Equity shares of ` 1/- each 2,114,103 0.18 (1.31) 17,114,100 1.48 (0.13)

g) For the period of five years immediately preceding the reporting date, there was no share allotment made for consideration
other than cash. Further, no bonus shares have been issued and there has been no buy back of shares during the period
of five years immediately preceding 31 March 2022 and 31 March 2021.

15 Other equity (refer Standalone Statement of Changes in Equity)

a) Reserves and Surplus
As at As at
Particulars
31 March 2022 31 March 2021
Securities premium 12,450.28 8,126.54
General reserve 5.47 5.47
Retained earnings (4,773.51) (6,309.00)
Employee stock options outstanding account (refer note 42) 44.27 14.40
7,726.51 1,837.41
a) Securities premium is used to record the premium on issue of shares. It will be utilised in accordance with the
provisions of the Companies Act, 2013.
b) General reserve are free reserves of the Company which are kept aside out of the Company’s profit to meet the
future requirements as and when they arise. The Company had, in the previous years, transferred a portion of
profit after tax to general reserve pursuant to the provisions of the erstwhile Companies Act, 1956.
c) Retained earnings are the accumulated losses earned by the Company till date, as adjusted for distribution to
owners.

224 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

d) Employee stock option outstanding account is used to record the impact of employee stock option schemes. Refer
note 42 for further details of these plans.

b) Other comprehensive income

Other comprehensive income pertains to remeasurement gains/ (losses) on defined benefit plans.

16 Lease liabilities (refer note 36)

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Lease liabilities 8,736.39 6,441.41 724.21 621.66
8,736.39 6,441.41 724.21 621.66

17 Borrowings
Non-current Current*
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Term loans (secured) from banks
Indian rupee term loans 609.17 2,923.83 0.11 447.12
Foreign currency term loans (in USD) - 131.59 - 105.04
609.17 3,055.42 0.11 552.16

The information about the Company’s exposure to interest rate, foreign currency and liquidity risks is included in
note 35.
* Current portion of long-term borrowings includes interest accrued of ` 0.11 (31 March 2021: ` 0.76) and same has
been included in ‘Current Borrowings’ (refer note 18).

Changes in liabilities arising from financing activities

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Opening balance of borrowings and lease liabilities
Indian rupee term loans 3,370.95 3,264.95
Foreign currency term loans 236.63 323.49
Cash credit facilities from banks 136.03 777.09
Lease liabilities 7,063.07 8,408.76
Cash flows
Proceeds from non-current borrowings 609.17 2,355.86
Repayment of non-current borrowings (3,638.94) (2,294.43)
Repayment of cash credit facilities from banks (136.03) (641.05)
Finance cost paid (129.82) (470.30)
Payment of lease liabilities- principal # (259.05) -
Payment of lease liabilities- interest (884.08) (725.60)

Annual Report 2021-22 225

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
Non-cash changes
Finance cost expense 1,044.72 1,269.34
Foreign currency exchange fluctuations 0.65 (8.52)
Additions/remeasurement/(termination) of lease liabilities 2,936.15 (0.62)
Gain on rent concession (271.49) (813.68)
Gain on modification of leases - (52.71)
Gain on termination of leases (8.08) (585.89)
Closing balance of secured loans
Indian rupee term loans 609.28 3,370.95
Foreign currency term loans - 236.63
Cash credit facilities from banks - 136.03
Lease liabilities 9,460.60 7,063.07

# Nil on account of adjustment for rent concessions during the year ended 31 March 2021

Terms of borrowings and security from banks

Sr. Bank Description 31 March 2022 Terms of repayment
no Non- Current Repayment schedule Remaining No. of Instalments Interest Interest
current maturity instalments frequency Terms rates
period outstanding range
(months) (p.a.)
1 Axis Bank ` Term loan - - Prepaid on 16 August 2021 - - Quarterly 3M MCLR -
Limited -1
2 RBL Bank ` Term loan - - Prepaid on 16 August 2021 - - Monthly 3M Mibor -
Limited - 10
3 RBL Bank ` WCTL 609.17 0.11 - 9 instalments during 62.00 48.00 Monthly 3M Mibor 6.00%-
Limited Term loan FY 2023-24 - ` 12.69 each 6.42%
- II - 12 instalments during
FY 2024-25 - ` 12.69 each
- 12 instalments during
FY 2025-26 - ` 12.69 each
- 12 instalments during
FY 2026-27 - ` 12.69 each
- 3 instalments during
FY 2027-28 - ` 12.69 each
4 Yes Bank USD Term - - Prepaid on 18 August 2021 - - Quarterly IRS to -
Limited loan - 1 Fixed Rate
from Libor
+Spread
5 Yes Bank USD Term - - Prepaid on 18 August 2021 - - Quarterly IRS to -
Limited loan - 2 Fixed Rate
from Libor
+Spread
6 IndusInd ` Term loan - - Prepaid on 16 August 2021 - - Quarterly 1 year -
Bank -4 T- bill
Limited
7 IndusInd ` Term loan - - Prepaid on 16 August 2021 - - Quarterly 1 year -
Bank -6 T- bill
Limited

226 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank Description 31 March 2022 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest Interest
current maturity instalments frequency Terms rates
period outstanding range
(months) (p.a.)
8 SBM ` Term loan - - Repaid on 2 April 2021 - - Quarterly 12M MCLR -
Bank -7
Limited
9 Axis Bank ` Term loan - - Prepaid on 16 August 2021 - - Quarterly 3M MCLR -
Limited -8
10 IndusInd ` Term loan - - Prepaid on 16 August 2021 - - Quarterly 1 year -
Bank -9 T- bill
Limited

Sr. No Terms of security

3 Second Pari Passu Charge by way of hypothecation of the Company's entire moveable property, plant
and equipment both present and future and equitable mortgage on the immovable property, plant and
equipment of the Company's industrial.

Terms of borrowings and security from banks

Sr. Bank Description 31 March 2021 Terms of repayment
no Non- Current Repayment schedule Remaining No. of Instalments Interest Interest
current maturity instalments frequency Terms rates
period outstanding range
(months) (p.a.)
1 Axis Bank ` Term - 59.80 - 1 instalment during 9 1 Quarterly 3M MCLR 7.30%
Limited loan - 1 FY 2021-22-` 60
2 Yes Bank ` Term - - Prepaid on 30 December 2020 - - Annualy - -
Limited loan - 2
3 RBL Bank ` Term - - Prepaid on 19 March 2021 - - Quarterly - -
Limited loan - 3
4 RBL Bank ` Term 836.25 55.90 - 3 instalments during 57 48 Monthly 3M Mibor 6.00%
Limited loan - 10 FY 2021-22-` 18.58 each
- 12 instalments during
FY 2022-23-` 18.58 each
- 12 instalments during
FY 2023-24-` 18.58 each
- 12 instalments during
FY 2024-25-` 18.58 each
- 9 instalments during
FY 2025-26-` 18.58 each
5 Yes Bank USD Term 70.68 56.47 - 4 instalments during 27 9 Quarterly IRS to 5.25%
Limited loan - 1 FY 2021-22- USD 0.19 million Fixed Rate
each from Libor
- 4 instalments during +Spread
FY 2022-23- USD 0.19 million
each
- 1 instalment during
FY 2023-24- USD 0.19 million
Loan instalments are
deferred by 3 months as
Company opted for RBI Loan
moratorium scheme.

Annual Report 2021-22 227

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest Interest
current maturity instalments frequency Terms rates
period outstanding range
(months) (p.a.)
6 Yes Bank USD Term 60.91 48.58 - 4 instalments during 27 9 Quarterly IRS to 5.50%
Limited loan - 2 FY 2021-22- USD 0.17 million Fixed Rate
each from Libor
- 4 instalments during +Spread
FY 2022-23- USD 0.17 million
each
- 1 instalments during
FY 2023-24- USD 0.17 million
Loan instalments are
deferred by 3 months as
Company opted for RBI Loan
moratorium scheme.
7 IndusInd ` Term 550.00 0.11 - 1 instalment during 43 8 Quarterly 1 year T- 7.50%
Bank loan - 4 FY 2022-23- ` 62.5 bill
Limited - 3 instalments during
FY 2023-24-` 62.5 each
- 1 instalment during
FY 2023-24- ` 75
- 3 instalments during
FY 2024-25-` 75 each
Loan instalments are
deferred by 3 months as
Company opted for RBI Loan
moratorium scheme. Further
prepayment of ` 87.50 made
in July 20.
8 IDFC First ` Term - - Prepaid on 26 March 2021 - - Quarterly - -
Bank loan - 5
Limited
9 IndusInd ` Term 650.00 0.13 - 1 instalment during 61 14 Quarterly 1 year T- 7.50%
Bank loan - 6 FY 2022-23- ` 40 bill
Limited - 4 instalments during
FY 2023-24- ` 40 each
- 1 instalment during
FY 2024-25- ` 40
- 3 instalments during
FY 2024-25- ` 50 each
- 4 instalments during
FY 2025-26- ` 50 each
- 1 instalment during
FY 2026-227- ` 60
10 SBM ` Term - 198.87 - ` 200 of loan is paid on 1 1 Quarterly 12M MCLR 9.30%
Bank loan - 7 19 March 2021
Limited - remaining 50% of loan to be
paid in 1 instalment on
1 April 2021 - ` 200

228 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Sr. Bank Description 31 March 2021 Terms of repayment

no Non- Current Repayment schedule Remaining No. of Instalments Interest Interest
current maturity instalments frequency Terms rates
period outstanding range
(months) (p.a.)
11 Axis Bank ` Term 440.19 98.99 - 3 instalments during 51 16 Quarterly 3M MCLR 7.30%
Limited loan - 8 FY 2021-22 - ` 34.375 each
- 4 instalments during
FY 2022-23 - ` 34.375 each
- 4 instalments during
FY 2023-24 - ` 34.375 each
- 4 instalments during
FY 2024-25 - ` 34.375 each
- 1 instalment during
FY 2025-26 - ` 34.375
12 IndusInd ` Term 447.40 33.31 - 3 instalments during 74 24 Quarterly 1 year T- 7.50%
Bank loan - 9 FY 2021-22 - ` 12.50 each bill
Limited - 4 instalments during
FY 2022-23 - ` 12.50 each
- 1 instalment during
FY 2023-24 - ` 12.50
- 3 instalments during
FY 2023-24 - ` 18.75 each
- 4 instalments during
FY 2024-25 - ` 18.75 each
- 1 instalment during
FY 2025-26 - ` 18.75
- 3 instalments during
FY 2025-26 - ` 31.25 each
- 4 instalments during
FY 2026-27 - ` 31.25 each
- 1 instalment during
FY 2027-28 - ` 31.25

Sr.No. Terms of security

1 to 3 & 5 to First pari passu charge by way of hypothecation of the Company's entire movable property, plant and equipment
12 both present and future.
1 to 3 & 5 to Pari passu first charge by way of equitable mortgage on the immovable property, plant and equipment of the
12 Company's industrial land at Plot No. 18, Sector-35, Industrial estate, Gurugram-122004.
1 to 2 and 4 Second pari passu charge by way of hypothecation on the entire current assets of the Company both present and
to 12 future.
4 Second Pari Passu Charge by way of hypothecation of the Company's entire movable property, plant and equipment
both present and future. and equitable mortgage on the immovable property, plant and equipment of the Company's
industrial.
10 to 12 Personal guarantee of director (Mr. Ravi Kant Jaipuria)
11 Corporate guarantee of RJ Corp Limited
12 Personal guarantee of director (Mr. Ravi Kant Jaipuria) and Ravi Kant Jaipuria and sons (HUF)
4 100% Guaranteed by National Credit Guarantee Trustee Company Limited (NCGTC)

17 (i) Utilisation of borrowings

(a) The Company has used the borrowings from banks and financial institutions for the specific purpose for
which it was taken at the balance sheet date.

(b) The quarterly returns/statements of current assets filed by the Company with banks or financial institutions
in relation to secured borrowings wherever applicable, are in agreement with the books of accounts.

Annual Report 2021-22 229

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

18 Current borrowings
As at As at
Particulars
31 March 2022 31 March 2021
Cash credit facilities from banks (secured) (repayable on demand) - 136.03
Current portion of long-term borrowings (refer note 17)* 0.11 552.16
0.11 688.19

Details for Cash credit facilities from banks:

As at As at
Terms of loan
31 March 2022 31 March 2021
The credit facility taken from HDFC Bank Limited carries interest rate - 136.03
of HDFC Bank, currently 7.50% p.a. (31 March 2021: 7.75% p.a),(interest
payable on monthly rests).
The credit facility is secured by:
- First pari passu charge on entire current assets of the Company with
IDBI Bank.
- Second pari passu charge on all property, plant and equipment of the
Company.

* The current maturities of long-term borrowings (including interest accrued) has now been included in the “Current
borrowings” line item as per amended Schedule III of the Companies Act, 2013. Previously, current maturities of long-
term borrowings and interest accrued were included in ‘other financial liabilities’ line item.

19 Other financial liabilities

Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Security deposits payable 37.55 41.70 15.01 8.59
Financial guarantee liability - 7.95 - 0.91
Derivatives (interest rate swap) - 7.23 - -
Employee related payables - - 278.64 97.12
Capital creditors - - 244.89 340.82
Other payables - - 35.51 0.90
37.55 56.88 574.05 448.34

230 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

20 Provisions
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Provision for employee benefits
Gratuity (refer note 40) 95.19 96.33 46.92 50.11
Compensated absences 64.71 53.91 28.53 26.99
159.90 150.24 75.45 77.10

21 Other liabilities
Non-current Current
Particulars As at As at As at As at
31 March 2022 31 March 2021 31 March 2022 31 March 2021
Deferred income 10.22 9.67 0.13 4.93
Statutory dues:
Goods and services tax payable - - 88.83 74.22
Tax deducted at source payable - - 132.26 31.46
Other statutory dues - - 36.25 20.28
Advances from customers* - - 6.27 31.12
10.22 9.67 263.74 162.01

*Contract balances
The following table provides information about contractual liability (advance from customers) from contract with
customers:

As at As at
Contract liabilities (advances from customers against sale of goods)
31 March 2022 31 March 2021
Opening balance 31.12 31.82
Revenue recognized that was included in the contract liability balance at (31.12) (31.82)
the beginning of the year
Closing balance 6.27 31.12

22 Trade payables
As at As at
Particulars
31 March 2022 31 March 2021
Micro enterprises and small enterprises (refer note below) 170.41 148.11
Other than micro enterprises and small enterprises* 1,383.65 1,124.15
1,554.06 1,272.26

* Includes payable to related parties. Refer note 38.

The Company’s exposure to currency and liquidity risk related to the above financial liabilities is disclosed in note 35.

Annual Report 2021-22 231

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Dues to micro and small enterprises

As at As at
Particulars
31 March 2022 31 March 2021
The amounts remaining unpaid to micro and small suppliers as at the end
of the year:
- Principal 160.26 144.72
- Interest 10.15 3.39
The amounts of the payments made to micro and small suppliers beyond 374.60 223.03
the appointed day during each accounting year.
The amount of interest due and payable for the period of delay in making 6.76 2.85
payment (which have been paid but beyond the appointed date during the
year) but without adding the interest specified under MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each 6.76 2.85
accounting year.
The amount of further interest remaining due and payable even in the 3.39 0.54
succeeding years, until such date when the interest dues as above are
actually paid to the small enterprise for the purpose of disallowance as a
deductible expenditure under the MSMED Act, 2006.

Trade payables ageing schedule on 31 March 2022

Outstanding for following periods from the due date
Particulars Unbilled Not due Less 1-2 years 2-3 years More than Total
than 1 year 3 years
(i) MSME - 115.63 47.20 4.71 2.87 - 170.41
(ii) Others 557.44 388.17 389.28 19.87 5.76 6.23 1,366.75
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed Others dues 16.90 - - - - - 16.90
574.34 503.80 436.48 24.58 8.63 6.23 1,554.06

Trade payables ageing schedule on 31 March 2021

Outstanding for following periods from due date
Particulars Unbilled Not due Less 1-2 years 2-3 years More than Total
than 1 year 3 years
(i) MSME 2.08 90.67 51.66 3.70 - - 148.11
(ii) Others 452.71 387.09 263.66 13.39 3.94 3.36 1,124.15
(iii) Disputed dues – MSME - - - - - - -
(iv) Disputed Others dues - - - - - - -
454.79 477.76 315.32 17.09 3.94 3.36 1,272.26

232 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

23 Revenue from operations

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Sale of products
Finished goods 18,235.41 9,768.21
Traded goods 124.59 67.49
Other operating revenues
Marketing and other services 51.54 9.23
Rental and maintenance income 106.67 133.24
Management fee 1.43 8.31
Scrap sales 13.08 1.16
18,532.72 9,987.64
Set out below is the disaggregation of the Company's revenue from
contracts with customers:
Revenue recognised at the point of time 18,373.08 9,836.86
Revenue recognised over the period of time 159.64 150.78
Total revenue from contracts with customers 18,532.72 9,987.64
Revenue disaggregation as per geography has been included in segment
information (refer note 41).
Contract liabilities
The Company has recognised the following revenue-related contract
liabilities:
Contract liabilities (refer note 21) 6.27 31.12

24 Other income
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Interest income under effective interest method from:
- bank deposits 27.08 1.06
- loan to subsidiaries 36.45 35.94
- others 2.26 3.56
Interest income from financial assets at amortized cost 54.02 84.64
Dividend income 1.25 1.25
Liabilities no longer required written back 21.00 25.30
Net gain on foreign currency transactions and translations 8.78 39.61
Gain on termination/modification of lease liabilities 8.08 52.71
Rent concession [refer note 36 A (ii)] - 233.93
Derivatives at fair value through profit and loss 0.72 6.75
Others 0.45 0.91
160.09 485.66

25 Cost of materials consumed

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Raw material including packing material consumed
Inventories at the beginning of the year 535.37 458.02
Add: Purchases during the year 5,395.21 3,028.05
Less: Inventories at the end of the year (731.20) (535.37)
5,199.38 2,950.70

Annual Report 2021-22 233

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

26 Purchases of stock-in-trade
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Purchases of stock-in-trade 111.83 59.67
111.83 59.67

27 Employee benefit expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Salaries, wages and bonus # 2,014.35 1,204.74
Contribution to provident and other funds 126.92 81.79
Gratuity (refer note 40) 28.34 25.21
Staff welfare expenses 58.00 44.70
2,227.61 1,356.44
# The amount includes “Employee stock option expenses” for ` 64.12 (31 March 2021: ` 21.21). Refer note 42.

28 Finance costs
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Interest expenses* 1,026.35 1,255.52
Other borrowing costs 32.32 9.89
1,058.67 1,265.41
* includes interest on lease liabilities of ` 884.08 (31 March 2021: ` 832.80) (refer note 36).

29 Depreciation and amortisation expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Depreciation on property, plant and equipment (refer note 3A) 759.77 665.52
Depreciation on right-of-use assets 857.91 1,066.99
Depreciation on investment properties (refer note 3D) 39.46 48.15
Amortisation of other intangible assets (refer note 5) 195.62 134.02
1,852.76 1,914.68

30 Impairment of non-financial assets

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
(Reversal)/impairment on property, plant and equipment (refer note 3A) (51.06) 377.68
Impairment on right-of-use assets 30.75 37.38
Impairment on investment properties (refer note 3D) 65.43 -
Impairment of other intangible assets (refer note 5) 12.08 37.45
57.20 452.51

234 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

31 Other expenses
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Power and fuel 985.87 576.41
Rent [refer note 36 A (ii)] 658.90 -
Repairs and maintenance
- Plant and equipment 226.98 114.93
- Buildings 338.75 254.14
- Others 102.59 50.40
Rates and taxes 52.60 40.79
Traveling and conveyance 90.83 39.90
Legal and professional 37.44 30.29
Auditor's remuneration (refer note below) 9.13 8.08
Water 40.24 27.33
Insurance 14.92 14.57
Printing and stationery 16.00 8.80
Communication 75.46 54.33
Sitting fee/commission paid to non-executive director [(refer note 38(III)] 20.33 2.79
Security and service 75.53 38.03
Bank charges 9.86 12.28
Advertisement and sales promotion 943.71 559.36
Commission and brokerage 1,589.13 814.84
Royalty and continuing fees 1,321.37 686.56
Freight including delivery charges 327.09 166.12
Loss on sale of property, plant and equipment (net) 15.21 82.69
Bad debts and advances written off 7.01 -
Loss allowance 5.66 10.28
General office and other miscellaneous 87.82 41.67
7,052.43 3,634.60

Note - Auditor’s remuneration

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
As auditor
Statutory audit and reviews* 8.60 7.08
Tax matters 0.20 0.67
Others matters # 3.24 0.05
Outlays 0.33 0.28
12.37 8.08
* Inclusive of applicable taxes
# includes ` 3.24 (31 March 2021: ` Nil) paid towards assurance services in connection with the Initial Public Offering
of equity shares of the Company and included in ‘share issue expenses’ as shown in Statement of Changes in Equity.

32 Exceptional items
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Reversal of impairment loss in value of investments in subsidiary (84.84) -
(refer note 6A and 50)
Provision for impairment loss in value of investments in subsidiary 85.89 111.31
(refer note 6A and 51)
Gain on termination of leases * - (568.84)
IPO expenses (refer note 55) 12.10 -
13.16 (457.53)
* The gain on termination of leases for the previous year was on account of termination of leases with Airport Authority
of India in respect of airports at Trichy, Lucknow, Raipur and Srinagar amounting to ` 491.16 and the balance amount
in respect of termination of leases of other loss making stores.

Annual Report 2021-22 235

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

33. Tax expense

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
The tax expense comprises of :
Current tax - -
Deferred tax (410.78) -
(410.78) -
Reconciliation of tax expense and the accounting profit multiplied by
India's tax rate:
Profit/(loss) for the year 1,123.05 (653.05)
Tax using the Company's domestic tax rate: 25.168% (31 March 2021: 282.65 (203.75)
25.168%)
Difference in applicable tax rates and tax rates used to measure deferred - 39.39
taxes
Difference in income tax rates @ - 14.42
Deferred tax utilised during the year (282.65) -
Others - (6.09)
Unrecognised deferred tax asset on deductible temporary differences - 156.03
Deferred tax recognised during the year (410.78) -
(410.78) -
@ Represents the difference in income tax rates of long term capital gains/losses and items taxed at normal rates.

As at As at
Particulars
31 March 2022 31 March 2021
Income tax assets (net)
Advance taxes (net of provision of tax ` Nil) (31 March 2021: ` Nil) 166.43 72.22
166.43 72.22
Deferred taxes (net)
The balance comprises temporary differences attributable to:
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 473.66 824.88
Expenses allowed on payment/actual basis 96.65 85.74
Employee stock option outstanding account - 3.62
Derivative instruments - 1.82
Provision for impairment of investments 121.34 101.29
Lease liabilities (net of right of use assets) 376.28 292.00
Property, plant and equipment exceeds its tax base 265.42 331.80
Financial instruments measured at amortised cost 44.91 26.66
Deferred tax assets 1,378.26 1,667.81
Deferred tax assets (restricted to deferred tax liabilities) 0.22 7.96
Deferred tax assets recongnised* 410.78 -
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost (0.22) (7.96)
Deferred tax liabilities (0.22) (7.96)
Net deferred tax assets/(liabilities) 410.78 -
* During the year ended 31 March 2022, the Company has recognized deferred tax assets of ` 410.78 based on the
business projections of taxable earnings in the near future. While recognizing such deferred tax assets, the Company
has been cognizant enough to consider the history of losses they have, uncertainties of business in place and rising
input costs. Carrying value of deferred tax assets (net) is ` 410.78 as at 31 March 2022.

236 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Notes:
(i) Movement in deferred tax assets/(liabilities) for the year ended 31 March 2022
As at Credited/(charged)
Particulars 31 March 2021 Profit or OCI As at
Loss 31 March 2022
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 824.88 (351.22) - 473.66
Expenses allowed on payment/actual basis 85.74 10.49 0.42 96.65
Employee stock option outstanding account 3.62 (3.62) - -
Derivative instruments 1.82 (1.82) - -
Provision for impairment of investments 101.29 20.05 - 121.34
Lease liabilities (net of right-of-use assets) 292.00 84.28 - 376.28
Property, plant and equipment exceeds its tax base 331.80 (66.38) - 265.42
Financial instruments measured at amortised cost 26.66 18.25 - 44.91
Deferred tax assets 1,667.81 (289.97) 0.42 1,378.26
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost (7.96) 7.74 - (0.22)
Deferred tax liabilities (7.96) 7.74 - (0.22)
Net deferred tax assets/(liabilities) 1,659.85 (282.23) 0.42 1,378.04
Deferred tax assets recognised (net)* 410.78
Deferred tax assets not recognised (net) 967.26

Movement in deferred tax assets/(liabilities) for the year ended 31 March 2021
As at Credited/(charged) As at
Particulars 31 March 2020 Profit or OCI 31 March 2021
Loss
Tax effect of items constituting deferred tax assets:
Unused losses and unabsorbed depreciation 513.46 311.42 - 824.88
Expenses allowed on payment/actual basis 135.59 (46.85) (3.00) 85.74
Employee stock option outstanding account 25.32 (21.70) - 3.62
Derivative instruments 3.52 (1.70) - 1.82
Provision for impairment of investments 193.99 (92.70) - 101.29
Lease liabilities (net of right of use assets) 397.33 (105.33) - 292.00
Property, plant and equipment exceeds its tax base 219.73 112.07 - 331.80
Financial instruments measured at amortised cost 16.16 10.50 - 26.66
Deferred tax assets 1,505.10 165.71 (3.00) 1,667.81
Tax effect of items constituting deferred tax liabilities
Financial instruments measured at amortised cost (1.28) (6.68) - (7.96)
Deferred tax liabilities (1.28) (6.68) - (7.96)
Net deferred tax assets/(liabilities) 1,503.82 159.03 (3.00) 1,659.85

Annual Report 2021-22 237

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(ii) The Company has measured its deferred tax assets and liabilities based on the income tax rates that are expected
to apply to the period when such assets/liabilities are expected to be realized/settled. As per section 115BBA of the
Income-tax Act 1961, as introduced by the Taxation Laws (Amendment) Ordinance, 2019 (Ordinance), the Company has
option to opt for a lower tax rate of 25.168%, as against current enacted tax rate of 31.20%). The Company has opted for
such reduced income tax rate during the year ended 31 March 2022. Hence, deferred tax has been measured at 25.168%
in the above reconciliation of tax expense.

(iii) During the previous year, the Company had significant unabsorbed depreciation and other temporary differences.
Therefore, in absence of convincing evidences that sufficient taxable profits will be available against which such
deferred tax asset shall be utilised at that point in time, the Company only recognised deferred tax asset to the extent
of deferred tax liabilities as at the reporting date.

(iv) The unused tax benefits for which no deferred tax assets is recognised, are as follows:
As at As at
Particulars
31 March 2022 31 March 2021
Unabsorbed depreciation (never expire)
Gross amount - 2,667.48
Unrecognised tax impacts - 671.35
Unused tax losses (expiry AY 2029-2030)
Gross amount 571.67 659.02
Unrecognised tax impacts 136.69 153.53
Other deductible temporary differences (never expire)
Gross amount 3300.09 3,317.60
Unrecognised tax impacts 830.57 834.97

34. Earnings/(Loss) per share (EPS/LPS)

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Profit/(loss) from continuing operations attributable to equity shareholders 1,533.83 (700.28)
for calculation of basic and diluted EPS/(LPS)
Profit from discontinuing operations attributable to equity shareholders for - 47.23
calculation of basic and diluted EPS/(LPS)
Weighted average number of equity shares for the calculation of basic 1,184,962,588 1,100,217,249
EPS/(LPS) #
Effect of dilutive potential equity shares
- Employee stock options * 2,548,985 -
Weighted average number of equity shares for calculation of diluted EPS/ 1,187,511,573 1,100,217,249
(LPS)
Earnings/(loss) per equity share from continuing operations (`) (basic) 1.29 (0.64)
Earnings/(loss) per equity share from continuing operations (`) (diluted) 1.29 (0.64)
Earnings per equity share from discontinued operations (`) (basic and - 0.04
diluted)
Nominal value per shares (`)# 1.00 1.00
* In respect of continuing/discontinued operations, the outstanding potential equity shares (options granted to employee
under various ESOS schemes) had an anti-dilutive effect on the EPS for the year ended 31 March 2021. For the year
ended 31 March 2022, they have been included in the calculation of dilutive earnings per share. Refer above.
# Equity shares of ` 1/- each as at 31 March 2021 pursuant to share split with effect from 25 March 2021.

238 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

35. Fair value measurement and financial instruments

a. Financial instruments – by category and fair values hierarchy
The following table shows the carrying amounts and fair value of financial assets and financial liabilities, including their
levels in the fair value hierarchy.
(i) As on 31 March 2022
Note Carrying value Fair value measurement
using
Particulars Mandatory Fair value Amortised Total Level 1 Level 2 Level 3
at FVTPL through other cost
comprehensive
income ('FVOCI')
Financial assets
Non - current
(i) Investments 6B 25.35 - - 25.35 - - 25.35
(ii) Loans* 7 - - 579.59 579.59 - - -
(iii) Other financial assets* 8 - - 562.19 562.19 - - -
Current**
(i) Trade receivables* 11 - - 306.39 306.39 - -
(ii) Cash and cash equivalents* 12 - - 399.98 399.98 - - -
(iii) Bank balances other than 13 - - 7.11 7.11 - - -
cash and cash equivalents,
above*
(v) Other financial assets* 8 - - 1,329.41 1,329.41 - - -
Total 25.35 - 3,220.01 3,245.36 -
Financial liabilities
Non - current
(i) Lease liabilities 16 - - 8,736.39 8,736.39 - - -
(ii) Borrowings# 17 - - 609.17 609.17 - - -
(iii) Other financial liabilities 19 - - 37.55 37.55 - - -
Current
(i) Lease liabilities 16 - - 724.21 724.21 - - -
(ii) Borrowings# 18 - - 0.11 0.11 - - -
(iii) Trade payables* 22 - - 1,554.06 1,554.06 - - -
(iv) Other financial liabilities 19 - - 574.05 574.05 - - -
Total - - 12,235.53 12,235.53 -

Annual Report 2021-22 239

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(i) As on 31 March 2021

Note Carrying value Fair value measurement
using
Particulars
Mandatory FVOCI Amortised Total Level 1 Level 2 Level 3
at FVTPL cost
Financial assets
Non - current
(i) Investments 6B 22.08 - - 22.08 - - 22.08
(ii) Loans* 7 - - 619.88 619.88 - - -
(iii) Other financial assets* 8 - - 510.59 510.59 - - -
Current**
(i) Trade receivables* 11 - - 387.05 387.05 - -
(ii) Cash and cash equivalents* 12 - - 281.85 281.85 - - -
(iii) Bank balances other than 13 - - 2.88 2.88 - - -
cash and cash equivalents,
above *
(iv) Other financial assets* 8 - - 214.82 214.82 - - -
Total 22.08 - 2,017.07 2,039.15 -
Financial liabilities
Non - current
(i) Lease liabilities 16 - - 6,441.41 6,441.41 - - -
(ii) Borrowings# 17 - - 3,055.42 3,055.42 - - -
(iii) Other financial liabilities 19 - - 49.65 49.65 - - -
(other than derivatives
below)
(iv) Derivatives (interest rate 7.23 - - 7.23 - 7.23 -
swap)
Current
(i) Lease liabilities 16 - - 621.66 621.66 - - -
(ii) Borrowings# 18 - - 688.19 688.19 - - -
(iii) Trade payables* 22 - - 1,272.26 1,272.26 - - -
(iv) Other financial liabilities 19 - - 448.34 448.34 - - -
Total 7.23 - 12,576.93 12,584.15 -
* The carrying amounts of loans, trade receivables, cash and cash equivalents, bank balances other than cash and cash
equivalents, other current financial assets, trade payables, employee related payables, capital creditors approximates
the fair values, due to their short-term nature. The other non-current financial assets represents bank deposits (due
for maturity after twelve months from the reporting date) and interest accrued but not due on bank deposits, the
carrying value of which approximates the fair values as on the reporting date.
** For details regarding charge on such current financial assets - refer note 17.
# The Company’s borrowings and lease liabilities have fair values that approximate to their carrying amounts as they
are based on the net present value of the anticipated future cash flows using rates currently available for debt on
similar terms, credit risk and remaining maturities.

Other notes:
The investment in equity and preference shares of subsidiaries are measured at cost. Refer note 6A for further details.

There has been no transfer between level 1, level 2 and level 3 for the year ended 31 March 2022 and 31 March 2021.

240 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Valuation techniques used to determine fair values:

Specific valuation techniques used to value financial instruments include:
- Fair value of derivatives using dealer quotes for similar instruments (on marked to market value as on balance
sheet date of such derivative transaction).
- Fair value of non-derivative financial instruments using present value techniques, which is based on discounting
expected cash flows using a risk-adjusted discount rate.

The finance department of the Company includes a team that performs the valuations of financial assets and liabilities
required for financial reporting purposes, including level 3 fair values. This team performs valuation either internally or
externally through valuers and reports directly to the senior management. Discussions on valuation and results are held
between the senior management and valuation team on annual basis.

Significant inputs
Significant unobservable input used in Level 3 fair values of investments measured at FVTPL is discount rate which is
weighted average cost of borrowing of the Company plus spread of corporate guarantee commission which is 7.20%
(31 March 2021: 9.56%) and estimated cash flows of respective companies in which investment in preference shares is
made.

Significant inputs used in Level 2 fair value of derivatives measured at FVTPL is marked to market value as on balance
sheet date of such derivative transaction.

Reconciliation of Level 3 recurring fair value measurement is as follows:

The following table provides the details as to changes in value of financial instruments categorised within level 3 of the
fair value hierarchy:

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
Investments in preference shares
Balance at the beginning of the year 22.08 19.18
Additions during the year Nil Nil
Disposals during the year Nil Nil
Unrealised gain recognised in profit or loss* 3.27 2.90
Balance at the end of the year 25.35 22.08
* Unrealised gains/(losses) recognised in profit or loss under “Net loss/ (gain) on investment carried at fair value
through profit or loss

Sensitivity analysis of significant unobservable inputs

The carrying values of investments measured through at fair value through profit and loss are not material. Hence the
management believes, changes in significant observable inputs will not have a material impact of financial position of
the Company.

b. Financial risk management

The Company has exposure to the following risks arising from financial instruments:
Credit risk;
Liquidity risk;
Market Risk - Interest Rate; and

Annual Report 2021-22 241

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Market Risk - Foreign Currency

Risk Management Framework

The Board of Directors of the Company is responsible for reviewing the risk management policies and ensuring its
effectiveness.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies are
reviewed regularly to reflect changes in the market conditions and the Company’s activities.

The Board of Directors oversees how management monitors compliance with Company’s risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the risk faced by the Company.

i. Credit risk
The maximum exposure to credit risks is represented by the total carrying amount of these financial assets in the
balance sheet
As at As at
Particulars
31 March 2022 31 March 2021
(i) Loans 614.93 619.88
(ii) Investments 1,105.01 876.17
(iii) Guarantee given on behalf of subsidiaries - 18.95
(iii) Trade receivables 306.39 387.05
(iv) Cash and cash equivalents 399.98 281.85
(v) Bank balances other than cash and cash equivalents, above 7.11 2.88
(vi) Other financial assets (current and non-current) 1,891.60 725.41

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations.

Credit risk on cash and cash equivalents and bank deposits (shown under bank balances other than cash and
cash equivalents, above) and other financial assets is limited as the Company generally invests in deposits with
banks with high credit ratings assigned by domestic credit rating agencies. The loans primarily represents security
deposits given to lessors for premises taken on lease and loans given to subsidiaries. Such deposits will be
returned to the Company on vacation of the premises or termination of the agreement whichever is earlier. Loan to
subsidiaries will be repaid as per the terms of the agreement and there has been no default in repayment of such
loans by subsidiaries.

The exposure to the credit risk at the reporting date is primarily from loan to subsidiaries, security deposit
receivables and investment in subsidiaries. The Investment and Borrowing Committee monitors the investment
in subsidiaries and loans granted to subsidiaries and it evaluates if any impairment is required. As at year end,
Investment and Borrowing Committee based on the internal and external valuation and after assessing the
performance of the subsidiaries, is of the view that no impairment is required other than investments in Devyani
Food Street Private Limited.

Trade receivables are typically unsecured and are derived from revenue earned from customers primarily located
in India and Nepal. Trade receivables also includes receivables from credit card companies and online aggregator
platforms, which are generally realisable on fortnightly basis. The Company does monitor the economic
environment in which it operates. The Company manages its credit risk through credit approvals, establishing

242 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

credit limits and continuously monitoring credit worthiness of customers to which the Company grants credit
terms in the normal course of business.

The Company uses expected credit loss model to assess the impairment loss or gain. The Company uses a
provision matrix to compute the expected credit loss allowance for trade receivables. The provision matrix takes
into account available internal credit risk factors such as the Company’s historical experience for customers.
Based on the business environment in which the Company operates, management considers that the trade
receivables are in default (credit impaired) if the payments are more than 90 days past due however, the Company
based upon past trends determines an impairment allowance for loss on receivables (other than receivables from
related parties) outstanding for more than 180 days past due. Majority of trade receivables are from domestic
customers, which are fragmented and are not concentrated to individual customers. The historical loss rates are
adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the
customers to settle the receivables.

For Company’s exposure to credit risk for trade receivables is as follows:

For the year ended For the year ended
Changes in the loss allowance in respect of trade receivables
31 March 2022 31 March 2021
Balance at the beginning of the year 28.08 23.81
Bad debts written off (7.01) -
Impairment allowances for doubtful receivables 0.57 4.27
Balance at the end of the year 21.64 28.08

For trade receivables ageing refer note 11.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with
its financial liabilities that are settled by delivering cash or other financial assets. The Company’s approach to
manage liquidity is to have sufficient liquidity to meet it’s liabilities when they are due, under both normal and
stressed circumstances, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company believes that its liquidity position, including total cash and cash equivalents and bank deposits
maturing within a year (including bank deposits under lien) of ` 407.09 (31 March 2021: ` 284.73), anticipated
future internally generated funds from operations, its fully available, revolving undrawn credit facility of ` 936.87
(31 March 2021: ` 713.97) and certain other current assets (financial and non financial) of ` 2,367.00 (31 March
2021: ` 1,137.24) will enable it to meet its future known obligations due in next year, in the ordinary course of
business.

In the year ended 31 March 2022, the Company has earned a cash inflow from operating activities of ` 3,851.16
(31 March 2021: ` 1,580.88). Further, the Company generated an earnings before tax, depreciation and amortisation,
impairment and fair valuation gains/losses of ` 3,042.89 (31 March 2021: ` 1,206.48). Based on the projections,
the Company expects to earn cash inflow from operating activities, which can be used to settle its liabilities in the
near future.

The Company’s liquidity management process as monitored by management, includes the following:
- Day to day funding, managed by monitoring future cash flows to ensure that requirements can be met.
- Maintaining rolling forecasts of the Company’s liquidity position on the basis of expected cash flows.
- Maintaining diversified credit lines.

Annual Report 2021-22 243

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The contractual
cash flow amounts are gross and undiscounted.

As at 31 March 2022
Contractual cash flows
Non-derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Borrowings 609.28 39.11 657.31 38.28 734.70
Lease liabilities 9,460.60 1,651.93 6,299.61 9,181.08 17,132.62
Trade payables 1,554.06 1,554.06 - - 1,554.06
Security deposits payable 52.56 15.16 42.81 5.82 63.79
Capital creditors 244.89 244.89 - - 244.89
Others 314.15 314.15 - - 314.15
12,235.54 3,819.31 6,999.73 9,225.18 20,044.21

Contractual cash flows

Derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Interest rate swap - - - - -
- - - - -

As at 31 March 2021
Contractual cash flows
Non-derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Borrowings 3,607.58 791.72 3,302.45 223.10 4,317.27
Lease liabilities 7,063.07 1,295.70 4,859.10 5,900.96 12,055.75
Trade payables 1,272.26 1,272.26 - - 1,272.26
Security deposits payable 50.29 8.05 55.54 0.60 64.19
Short term borrowings 136.03 136.03 - - 136.03
Capital creditors 340.82 340.82 - - 340.82
Others 106.88 106.88 - - 106.88
12,576.93 3,951.46 8,217.08 6,124.66 18,293.21

Contractual cash flows

Derivative financial liabilities Carrying Within 1 1 to 5 More Total
amount year years than 5 years
Interest rate swap 7.23 - 7.23 - 7.23
7.23 - 7.23 - 7.23

(iii) Market risk

Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective
of market risk management is to manage and control market risk exposures within acceptable parameters, while
optimising the return.

244 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily
to the Company’s borrowings with floating interest rates.

A. Exposure to interest rate risk

The exposure of the Company’s borrowing to interest rate changes as reported to the management at the end
of the reporting period are as follows:
As at As at
Fixed- rate instruments
31 March 2022 31 March 2021
Indian rupee term loan - 892.00
Impact of interest rate swaps - 236.63
- 1,128.63

As at As at
Variable - rate instruments
31 March 2022 31 March 2021
Indian rupee term loan 609.28 2,478.95
Short term borrowings - 136.03
Foreign currency term loan - 236.63
Impact of interest rate swaps - (236.63)
609.28 2,614.98

Interest rate sensitivity analysis

The following table illustrates the sensitivity of profit or loss and other equity to a reasonably possible change
in interest rates of +/- 1%. All other variables are held constant.
Change in interest rate on loans from Financial institutions Increase by 1% Decrease by 1%
(Variable - rate instruments)
Increase / (decrease) in profit or loss and other equity for the (6.09) 6.09
year ended 31 March 2022
Increase / (decrease) in profit or loss and other equity for the (26.15) 26.15
year ended 31 March 2021

The Company is exposed to interest rate risk on account of variable rate borrowings. The Company’s risk
management policy is to mitigate its interest rate exposure in accordance with the exposure limits advised
from time to time. The Company has used interest rate swaps to mitigate its interest rate risk arising from
certain transactions, these are recognised as derivatives.

Derivative Financial Instruments:

The Company uses derivative instruments as part of its management of exposure to fluctuations in interest
rates. The Company does not acquire or issue derivative financial instruments for trading or speculative
purposes. The Company does not enter into complex derivative transactions to manage treasury risks.
Treasury derivative contracts are normally in the nature of swap contracts and these are subject to the
Company’s guidelines and policies. Derivative financial instruments are recognized as assets or liabilities
on the balance sheet and measured at fair value, generally based on valuations obtained from banks. The
accounting for changes in the fair value of a derivative instrument depends on the intended use of the
derivative and the resulting designation.

Annual Report 2021-22 245

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

The fair values of all derivatives are separately recorded in the balance sheet within other financial assets/
liabilities, as applicable. The use of derivatives can give rise to credit and market risk. The Company tries to
control credit risk as far as possible by only entering into contracts with reputable banks. The use of derivative
instruments are subject to limits, authorities and regular monitoring by appropriate levels of management.
The limits, authorities and monitoring systems are periodically reviewed by management and the Board.
The market risk on derivatives is mitigated by changes in the valuation of the underlying assets, liabilities or
transactions, as derivatives are used only for risk management purposes.

Non qualifying hedges

The Company enters into derivative contracts which are not designated as hedges for accounting purposes,
but provide an economic hedge of a particular transaction risk or a risk component of a transaction. Hedging
instruments include as on date include “Interest Rate Swaps” being entered by the Company with bankers to
hedge floating interest foreign currency loan and interest payments as due related thereto. Fair value changes
on such derivative instruments are recognized in the Statement of Profit and Loss.

B. Currency risk
Currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes
in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign
currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange
rate fluctuations between the functional currency and other currencies from the Company’s operating,
investing and financing activities. The Investment and Borrowing Committee evaluates foreign exchange
rate exposure arising from foreign currency transactions on periodic basis and follows appropriate risk
management policies.

Exposure to Foreign currency risk

The summary of quantitative data about the Company’s exposure to currency risk, as expressed in Indian
Rupees, as at 31 March 2022 and 31 March 2021 are as below:
As at 31 March 2022 As at 31 March 2021
Amount Amount Amount Amount
Particulars Currency
(in foreign (in `) (in foreign (in `)
currency) currency)
Financial assets
Loans to related parties USD 4.62 350.01 4.49 328.82
Total financial assets 350.01 328.82
Financial liabilities
Trade payables GBP 0.06 5.67 0.07 6.70
Foreign currency loans from banks USD - - 3.23 236.63
Total financial liabilities 5.67 243.33

Sensitivity analysis
A reasonably possible strengthening (weakening) of the Indian Rupees against below currencies as at the
year end would have affected the measurement of financial instruments denominated in foreign currency and
affected profit or loss and other equity by the amounts shown below. This analysis is performed on foreign
currency denominated monetary financial assets and financial liabilities outstanding as at the year end. This
analysis assumes that all other variables, in particular interest rates, remain constant.

246 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Profit/ (Loss) for the year ended Profit/ (Loss) for the year ended
Particulars 31 March 2022 31 March 2021
Gain/(Loss) Gain/(Loss) Gain/(Loss) Gain/(Loss)
on Appreciation on Depreciation on Appreciation on Depreciation
5% depreciation / appreciation in
Indian Rupees against following
foreign currencies:
USD (17.50) 17.50 (4.61) 4.61
GBP 0.28 (0.28) 0.34 (0.34)

Other equity as at Other equity as at

Particulars 31 March 2022 31 March 2021
Gain/(Loss) Gain/(Loss) Gain/(Loss) Gain/(Loss)
on Appreciation on Depreciation on Appreciation on Depreciation
5% depreciation / appreciation in
Indian Rupees against following
foreign currencies:
USD (17.50) 17.50 (4.61) 4.61
GBP 0.28 (0.28) 0.34 (0.34)
USD: United States Dollar, GBP: Great British Pound.

C. Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities
in the same geographical region, or have economic features that would cause their ability to meet contractual
obligations to be similarly affected by changes in economic, political or other conditions. Concentrations
indicate the relative sensitivity of the Company’s performance to developments affecting a particular industry.
Based upon the Company’s evaluation, there is no excessive risk concentration.

D. Offsetting financial assets and financial liabilities:

The following table represents recognised financial instruments that are subject to enforceable master
netting arrangements and similar agreements but not set off as at 31 March 2022 and 31 March 2021.

As at As at
Variable - rate instruments
31 March 2022 31 March 2021
Amounts subject to master netting arrangements
Borrowings (non-current and current) 609.28 3,607.58
Lease liabilities (non-current and current) 9,460.60 7,063.07
10,069.88 10,670.65
Financial instruments collateral
Trade receivables 306.39 387.05
Cash and cash equivalents 399.98 281.85
Other balances with banks 7.11 2.88
Loans 614.93 619.88
Other financial assets 1,891.60 725.41
3,220.01 2,017.07
Net amount * 6,849.87 8,653.58
Net amount *
* Net amount shows the impact on the Company’s standalone balance sheet, if all rights were exercised.

Annual Report 2021-22 247

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

36. Leases
A. Leases where the Company is a lessee
The Company leases several assets including buildings for food outlets and warehouse. Lease payments are
generally fixed or are linked to revenue with minimum guarantee and lease term ranges 1-30 years.

The Company has limited number of leases where rentals are linked to annual changes in an index (either RPI
or CPI).

i. Lease liabilities
As at As at
Particulars
31 March 2022 31 March 2021
Current 724.21 621.66
Non-current 8,736.39 6,441.41
Note: Refer note 35 for maturity analysis of lease liabilities.

ii. Amounts recognised in the standalone statement of profit or loss

For the year ended For the year ended
Particulars Note
31 March 2022 31 March 2021
Depreciation on right-of-use assets 29 857.91 1,066.99
Impairment of right-of-use assets 30 30.75 37.38
Interest on lease liabilities (included in interest 28 884.08 832.80
expenses)
Expenses relating to short-term leases 31 9.39 13.16
Rent concession 24 (271.49) (233.93)
Expense relating to variable lease payments not 31 921.00 238.21
included in the measurement of the lease liability
Net impact on statement of profit and loss 2,431.64 1,954.61

During the year ended 31 March 2022 and 31 March 2021, consequential to COVID-19 pandemic, the
Company has negotiated several rent concessions with the landlords. Further, in view of amendments by the
Companies (Indian Accounting Standards) Amendment Rules, 2020, the Company has elected to apply the
practical expedient of not assessing the rent concessions originally due on or before 30 June 2021 as a lease
modification, as per MCA notification dated 24 July 2020, which has been further extended till 30 June 2022
on Ind AS 116 during the current year, for rent concessions received on account of COVID-19 pandemic.

Accordingly, as per requirements of MCA notifications, out of total rent concessions of ` 271.49
(31 March 2021: ` 801.12) confirmed till 31 March 2022, ` 271.49 (31 March 2021: ` 567.19) has been reduced
towards rent expenses (to the extent available) and balance of ` Nil (31 March 2021: ` 233.93) reported
under other income. Rent concessions for leases in respect of discontinued operations amounted to ` Nil
(31 March 2021: ` 12.16). Total rent concessions amounts to ` 271.49 (31 March 2021: ` 813.28).

iii. Amounts recognised in the standalone statement of cash flow

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Payment of lease liabilities- principal 259.05 -
Payment of lease liabilities- interest 884.08 725.60
Total cash outflows 1,143.13 725.60

248 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

iv. Payments associated with short-term leases of equipment and vehicles and all leases of low-value assets
are recognised on a straight-line basis as an expense in Statement of profit and loss. Short-term leases are
leases with a lease term of 12 months or less. Low-value assets comprise IT equipment and small items of
office furniture.

B. Leases where the Company is a lessor

The Company has sub-leased out some of its leased properties primarily in various food courts. All leases are
classified as operating leases from a lessor perspective with the exception of certain sub-leases, which the
Company has classified as finance subleases.

i. Finance lease (sub leases classified as finance leases)

During the year ended 31 March 2022 and year ended 31 March 2021, the Company has sub-leased a portion
of multiple leased properties that have been presented as part of a right-of-use assets.
For the year ended For the year ended
Particulars Note
31 March 2022 31 March 2021
Finance income on net investment in finance leases 24 10.83 12.58
Income relating to variable lease payments not included 23 4.06 3.33
in the net investment in finance leases
Finance lease receivables 8 96.34 106.19

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease
payments to be received after the reporting date.

The maturity analysis of lease receivables, including the undiscounted lease payments to be received are
as follows:

Amounts receivable under finance leases:

As at As at
Particulars
31 March 2022 31 March 2021
Less than one year 21.36 20.79
One to five years 83.31 82.98
More than five years 36.77 58.47
Total undiscounted lease payments receivable 141.44 162.24
Less: Unearned finance income (45.10) (56.05)
Net investment in the lease 96.34 106.19

ii. The incremental borrowings rate range between 9.25% - 11.55% (31 March 2021: 9.25% - 11.55%).
The management of the Company estimates the loss allowance on finance lease receivables at the end of the
reporting period at an amount equal to lifetime expected credit loss under simplified approach. None of the
finance lease receivables at the end of the reporting period is past due, and taking into account the historical
default experience and the future prospects of the industries in which the lessees operate, together with the
value of collateral held over these finance lease receivables (see note 8), the management of the Company
consider that no finance lease receivable is impaired.

The Company entered into finance leasing arrangements as a lessor for certain leased properties under sub
leasing arrangements. The term of finance leases entered into is ranging from 3.16 - 18.01 years (31 March
2021: 3.16 - 18.01 years). The Company is not exposed to foreign currency risk as a result of the lease
arrangements, as all leases are denominated in `. Residual value risk on such right of use assets under lease
is not significant.

Annual Report 2021-22 249

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

iii. Operating lease (sub leases classified as operating leases)

Operating leases, in which the Company is the lessor, relate to leased properties by the Company with lease
terms of between 1 to 9 years.

The unguaranteed residual values do not represent a significant risk for the Company, as they relate to leased
properties of lessor under sub leasing contracts which are located in a location with active market for lessees.
The Company did not identify any indications that this situation will change.

The following table presents the amounts included in profit or loss.

For the year ended For the year ended
Note
31 March 2022 31 March 2021
Lease income on operating leases 23 39.64 68.30
Therein lease income relating to variable lease 28.51 64.94
payments that do not depend on an index or rate

Amounts receivable under operating leases:

As at As at
31 March 2022 31 March 2021
Less than one year 72.00 79.55
One to five years 140.64 216.26
More than five years 4.42 10.28
217.06 306.09

37. Other disclosures in relation to investment properties:

i. Information regarding income and expenditure of investment properties
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Rental income derived from investment properties 96.30 69.82
Direct operating expenses (including repairs and maintenance) 21.34 30.10
generating rental income
Direct operating expenses (including repairs and maintenance) that 2.74 5.23
did not generate rental income
Profit arising from investment properties before interest, 72.22 34.49
depreciation and indirect expenses
Less: finance cost (19.22) (43.26)
Less: depreciation (39.46) (48.15)
Less: impairment (65.43) -
Loss arising from investment properties before indirect expenses (51.89) (56.92)

ii. Minimum lease payments receivable under operating leases of investment properties are as follows:
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Less than one year 72.00 79.55
One to five years 140.64 216.26
More than five years 4.42 10.28

250 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

iii. Fair value

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Leasehold Investment Properties * 244.95 306.85
Owned Investment Properties # 175.45 170.63

Estimation of fair value

* The Company’s leasehold investment properties consist of right-of-use assets in leased food courts, which has
been determined based on the nature, characteristics of leases of each property.

 he fair value of investment property has been determined by independent registered valuer as defined under
T
rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised professional
qualification and recent experience in the location and category of the property being valued. The fair value
measurement has been categorized as level 3 inputs and has been arrived at using discounted cash flow
projections based on reliable estimates of future cash flows considering growth in rental income of 8% to 10%
p.a (31 March 2021: 5%) and discount rate of 12.09% (31 March 2021: 10.81%).

# The fair value of owned investment property has been determined by independent registered valuer as defined
under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017, having appropriate recognised
professional qualification and recent experience in the location and category of the property being valued. The
fair value measurement has been categorized as level 3 inputs. The fair value has been arrived using market
prevailing rates applicable to same location.

Impairment of leasehold investment properties

In accordance with Ind AS 36 “Impairment of Assets”, such investment is considered as a separate cash generating
unit (CGU) for the purpose of impairment review. Management periodically assesses whether there is an indication
that such investment may be impaired. For investment, where impairment indicators exists, management
compares the carrying amount of such investment with its recoverable amount. Recoverable amount is value
in use of the investment computed based upon discounted cash flow projections. As on the reporting date for
current year, the recoverable amount of this cash generating unit is determined at ` 244.95 (31 March 2021:
` 306.85) through an registered independent valuer, based on the value in use calculation which uses cash flow
projections based on the projected profitability. The Company has determined an impairment charge of ` 65.43
(31 March 2021: Nil) based on the discount rate of 12.09% (31 March 2021: 10.81%) and rental income growth rate
of 8% to 10% (31 March 2021: 5%). An analysis of the sensitivity of the computation to a change in key parameters
(rental income and discount rates), based on reasonable assumptions, Management is of the view that there would
be no material increase to the impairment charge which would impact the decision of the user of the standalone
financial statements.

Annual Report 2021-22 251

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

38. Related party disclosures

(I) List of related parties and nature of relationship where control exists:
(a) Parent and Ultimate Controlling Party:
RJ Corp Limited

(b) Wholly owned subsidiaries:

Devyani International (Nepal) Private Limited
Devyani Food Street Private Limited
Devyani International (UK) Private Limited (till 16 February 2021)
Devyani Airport Services (Mumbai) Private Limited (effective from 13 July 2021)

(c) Subsidiaries:
RV Enterprizes Pte. Limited
Devyani Airport Services (Mumbai) Private Limited (till 12 July 2021)
Devyani International (Nigeria) Limited (a subsidiary of R V Enterprizes Pte. Limited)

(d) Joint Venture

The Minor Food Group (India) Private Limited (till 25 March 21)

(II) List of related parties and nature of relationship with whom transactions have taken place during
the current / previous year:
(a) Parent and Ultimate Controlling Party:
RJ Corp Limited

(b) Wholly owned subsidiaries:

Devyani International (Nepal) Private Limited
Devyani Food Street Private Limited
Devyani International (UK) Private Limited (till 16 February 2021)

(c)
Subsidiaries:
RV Enterprizes Pte. Limited
Devyani Airport Services (Mumbai) Private Limited

(d)
Joint Venture
The Minor Food Group (India) Private Limited (till 25 March 21)

(e) Key management personnel #:

Mr. Ravi Kant Jaipuria - Director
Mr. Varun Jaipuria - Director
Mr. Raj. P. Gandhi - Director
Mr. Virag Joshi- Chief Executive Officer and Whole Time Director
Mrs. Rashmi Dhariwal- Independent Director
Mr. Ravi Gupta - Independent Director
Mr. Naresh Trehan - Independent Director (with effect from 21 April 2021)
Mr. Girish Kumar Ahuja - Independent Director (with effect from 21 April 2021)

252 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Mr. Pradeep Khushachand Sardana - Independent Director (with effect from 21 April 2021)
Mr. Sanjeev Arora- Chief Financial Officer and Director (with effect from 18 January 2019 to 15 February 2021)
Mr. Manish Dawar- Chief Financial Officer and Director (with effect from 17 February 2021)
Mr. Anil Dwivedi - Company Secretary (with effect from 7 February 2020 to 13 October 2021)
Mr. Jatin Mahajan - Company Secretary (with effect from 01 November 2021 to 10 March 2022)
Mr. Varun Kumar Prabhakar - Company Secretary (with effect from 02 May 2022)

(f) Other related parties - Entities which are joint ventures or subsidiaries or where control/significant influence
exists of parties as given in (I) and (II) above :
S V S India Private Limited
Devyani Food Industries Limited
Alisha Retail Private Limited
Lineage Healthcare Limited
Modern Montessori International (India) Private Limited
Varun Beverages Limited
Champa Devi Jaipuria Charitable Trust
Mala Jaipuria Foundation
DIL Employee Gratuity Trust
Diagno Labs Private Limited
Arctic International Private Limited
Global Health Limited (converted into Public Limited with effect from 11 August 2021 formerly known as
Global Health Private Limited)
Medanta Holdings Private Limited

(g) Relative of Key management personnel

Mrs. Dhara Jaipuria (wife of Mr. Ravi Kant Jaipuria - Director)
# As per section 203 of the Companies Act, 2013, definition of Key Managerial Personnel includes Chief Executive
Officer (CEO), Chief Financial Officer (CFO) and Company Secretary.

Annual Report 2021-22 253

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(III) Transactions with related parties during the year ended 31 March 2022 and 31 March 2021
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
(i) Sale of products (Finished goods)
Devyani Food Street Private Limited 10.40 16.25
Devyani Airport Services (Mumbai) Private Limited - 1.07
Champa Devi Jaipuria Charitable Trust 3.95 0.88
RJ Corp Limited 0.01 -
Devyani Food Industries Limited 46.02 34.11
Varun Beverages Limited - 1.41
Mala Jaipuria Foundation - 0.30
Global Health Limited 0.03 -
(ii) Sale of products (Traded goods)
Devyani Food Street Private Limited 26.40 2.67
Devyani International (Nepal) Private Limited 26.98 15.61
Devyani Airport Services (Mumbai) Private Limited 17.27 7.95
RJ Corp Limited 2.25 -
Varun Beverages Limited 0.50 -
Lineage Healthcare Limited - 0.03
(iii) Marketing and other services
Lineage Healthcare Limited 0.09 0.02
RJ Corp Limited 2.72 -
(iv) Management fee- income/(reversal)
Devyani International (Nepal) Private Limited (1.11) 0.46
(v) Sale of property, plant and equipment (PPE)
Varun Beverages Limited - 0.12
Devyani International (Nepal) Private Limited 2.20 -
Devyani Airport Services (Mumbai) Private Limited 0.01 -
Devyani Food Industries Limited - 0.68
(vi) Purchase of raw materials and other items
Varun Beverages Limited 59.77 36.26
Devyani Food Industries Limited 6.64 4.33
Devyani Food Street Private Limited - 3.13
Devyani Airport Services (Mumbai) Private Limited - 0.39
RJ Corp Limited 0.31 -
(vii) Purchase of PPE and intangible assets
Devyani Airport Services (Mumbai) Private Limited - 2.05
Devyani Food Industries Limited - 0.05
(viii) Loans given
Devyani Airport Services (Mumbai) Private Limited 6.00 24.40
Devyani Food Street Private Limited - 111.50
Devyani International (UK) Private Limited - 26.20
(ix) Loans repaid
Devyani Food Street Private Limited 21.50 -
Devyani Airport Services (Mumbai) Private Limited 25.00 23.00
Devyani International (UK) Private Limited - 759.71

254 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
(x) Payment to gratuity trust
DIL Employee Gratuity Trust 29.90 5.00
(xi) Expenses incurred by other company on behalf of the
Company
RJ Corp Limited - 0.37
Devyani Food Industries Limited - 0.03
Varun Beverages Limited 4.11 -
Devyani Food Street Private Limited 3.54 -
Devyani International (Nepal) Private Limited 0.10 -
RV Enterprizes Pte. Limited 0.46 -
Devyani Airport Services (Mumbai) Private Limited - 0.03
(xii) Expenses incurred/(collection) on behalf of other company
Devyani Food Street Private Limited 0.66 -
Diagno Labs Private Limited - 0.04
Devyani Airport Services (Mumbai) Private Limited 4.74 -
RJ Corp Limited 0.07 (2.29)
(xiii) Rent expense
S V S India Private Limited 0.06 0.06
Alisha Retail Private Limited - 0.03
Global Health Limited 25.57 -
Medanta Holdings Private Limited 5.21 -
(xiv) Rent Income
RJ Corp Limited 0.24 -
(xv) Dividend income
Devyani International (Nepal) Private Limited 1.25 1.25
(xvi) Guarantee commission income
Devyani International (Nepal) Private Limited 0.45 0.91
(xvii) Royalty and continuing fee recovered
Devyani Food Street Private Limited 5.65 2.79
Devyani Airport Services (Mumbai) Private Limited 1.46 0.72
(xviii) Professional Fees - Expenses
RJ Corp Limited 2.09 -
(xix) Repair and maintenance - others
Devyani Airport Services (Mumbai) Private Limited 0.05 -
Varun Beverages Limited 2.01 -
(xx) Power and Fuel
Medanta Holdings Private Limited 0.58 -
(xxi) Staff welfare Expenses
Global Health Limited 0.13 -
(xxii) Interest income
Devyani Airport Services (Mumbai) Private Limited 17.02 22.37
Devyani Food Street Private Limited 9.79 2.66
Devyani International (UK) Private Limited - 17.61
RV Enterprizes Pte. Limited 9.64 10.91
(xxiii) Conversion of loan to equity share capital
Devyani International (UK) Private Limited - 189.04

Annual Report 2021-22 255

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
(xxiv) Acquisition of Immovable property
RJ Corp Limited - 180.00
(xxv) Purchase consideration for transfer of business
RJ Corp Limited** - 10.00
** The Company transferred TWG India Business during the
previous year.
(xxvi) Waiver of receivables
Devyani Food Street Private Limited 102.43 -
(xxvii) Sale of Investment
Arctic International Private Limited*** - 3.60
***The Company transferred the equity investment in Devyani
international UK Private Limited for the consideration of
50,000 USD.
(xxviii) Compensation to key managerial personnel#
Short-term employment benefits
Mr. Virag Joshi 39.61 20.59
Mr. Sanjeev Arora - 4.65
Mr. Manish Dawar 37.48 7.14
Mr. Anil Dwivedi 1.64 2.49
Mr. Jatin Mahajan 1.39 -
Post-employment benefits
Mr. Virag Joshi 1.42 1.02
Mr. Sanjeev Arora - 0.25
Mr. Manish Dawar 1.80 0.37
Mr. Anil Dwivedi 0.07 0.09
Mr. Jatin Mahajan 0.01 -
Share based payments
Mr. Raj. P. Gandhi - 10.27
Mr. Virag Joshi - 12.57
Mr. Manish Dawar 37.02 1.56
(xxix) Compensation to relative of key managerial personnel
Mrs. Dhara Jaipuria 3.00 10.03
# The above remuneration to Key managerial personnel does
not include contribution to gratuity fund and compensated
absences, as this contribution is a lump sum amount for all
relevant employees based on actuarial valuation.
(xxx) Director's sitting fee*
Mr. Ravi Gupta 2.10 1.20
Mrs. Rashmi Dhariwal 2.10 1.20
Mr.Girish Ahuja 1.60 -
Mr. Pradeep Khushalchand Sardana 1.00 -
*Excludes applicable taxes.
(xxxi) Commission paid to non-executive director
Mr. Ravi Kant Jaipuria 12.60 -

256 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Particulars
31 March 2022 31 March 2021
(xxxii) Employee stock option scheme expenses recoverable
Devyani Food Street Private Limited 0.75 0.65
(xxxiii) Impairment charge/(reversal) of equity investment in
subsidiaries
Devyani Airport Services (Mumbai) Private Limited (84.84) -
Devyani Food Street Private Limited 85.89 111.31
(xxxiv) Impairment/(reversal) of loans to subsidiary
Devyani International (UK) Private Limited - (307.70)
(xxxv) Net loss/ (gain) on investment carried at fair value through
profit or loss
Devyani International (Nepal) Private Limited 3.28 2.91
(xxxvi) Equity shares allotted (including securities premium)
Mr. Virag Joshi - 111.70
Mr. Raj. P. Gandhi - 33.51
Mr. Manish Dawar 39.00 -
(xxxvii) Loss on sale of investment
Devyani International (UK) Private Limited - 185.45
(xxxviii) Investment in preference shares
RV Enterprizes Pte. Limited 3.27 -
(xxxix) Investment in equity shares
Devyani International (Nepal) Private Limited 51.88 -

(IV) Balances as at 31 March 2022 and 31 March 2021

As at As at
Particulars
31 March 2022 31 March 2021
(i) Trade payables/other payable
Varun Beverages Limited 0.96 8.61
Global Health Limited 0.08 -
Mr. Ravi Kant Jaipuria 12.60 -
(ii) Employee stock options outstanding account #
Mr. Manish Dawar 37.83 1.56
# The above denotes value of certain employee stock options
granted to key managerial personnel pending vesting/exercise.
(iii) Trade receivables
Devyani International (Nepal) Private Limited 32.79 34.83
Devyani Food Street Private Limited (refer note 51) 62.23 179.46
Devyani Airport Services (Mumbai) Private Limited 11.12 11.30
Champa Devi Jaipuria Charitable Trust 1.61 0.50
Lineage Healthcare Limited 0.01 0.03
Mala Jaipuria Foundation - 0.48
Devyani Food Industries Limited 0.97 8.57
RJ Corp Limited 0.06 -
Diagno Labs Private Limited - 0.02

Annual Report 2021-22 257

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at As at
Particulars
31 March 2022 31 March 2021
(iv) Other financial assets - Other receivables/security deposit
Devyani Food Street Limited 0.75 2.53
Devyani International (Nepal) Private Limited 2.02 2.02
RJ Corp Limited - 7.46
Global Health Limited 0.50 -
Medanta Holdings Private Limited 0.50 -
(v) Loans and advances*
Devyani Food Street Private Limited 96.27 113.96
Devyani Airport Services (Mumbai) Private Limited 168.65 177.10
RV Enterprizes Pte. Limited 350.01 328.82
 *
Includes interest accrued on loans to related parties
amounting to ` 64.30 (31 March 21: ` 39.04)
(vi) Guarantees given by the Company on behalf of other party
Devyani International (Nepal) Private Limited^ - 18.95
(vii) Guarantees/security given by the other party on behalf of the
subsidiaries
Ravi Kant Jaipuria ^ ^ - 1,218.75
Ravi Kant Jaipuria and sons (HUF) # # - 480.70
RJ Corp Limited * * - 539.18

^ T
 he Company had given guarantee to Everest Bank Limited with a limit of NPR Nil (31 March 2021: NPR 30.34
million) in respect of borrowings of Devyani International Nepal Private Limited.
 he Company has provided a letter of support for financial and operational assistance to Devyani Food Street
T
Private Limited, Devyani Airport Services (Mumbai) Private Limited, RV Enterprizes Pte. Limited and Devyani
International Nigeria Limited for ongoing operations for atleast 12 months.
^ ^ Mr. Ravi Kant Jaipuria had given a personal guarantee to IndusInd Bank Limited, SBM Bank Limited & Axis Bank
Limited in respect of term loan outstanding on 31 March 22 is ` Nil (31 March 2021: ` 1,218.75) taken by the
Company.
# # Ravi Kant Jaipuria and sons (HUF) had given a personal guarantee to IndusInd Bank Limited in respect of term
loan outstanding on 31 March 2022 of ` Nil (31 March 21: ` 480.70) taken by the Company.
** RJ Corp Limited had given a corporate guarantee to Axis Bank Limited in respect of term loan outstanding on 31
March 2022 of ` Nil (31 March 21: ` 539.18) taken by the Company.

During the year ended 31 March 2022, Devyani Airport Services (Mumbai) Private Limited converted its Non-
cumulative Redeemable Preference Shares to Compulsorily Convertible Preference Shares (“CCPS”) pursuant to
provisions of Section 48 of the Companies Act, 2013 as per shareholder’s approval in Extra Ordinary General
Meeting held on 17 August, 2021. Devyani Airport Services (Mumbai) Private Limited converted its CCPS to equity
shares as on 01 October 2021.

(V) Terms and Conditions

All transactions with related parties are made on the terms equivalent to those that prevail in arm’s length
transactions and within the ordinary course of business. Outstanding balances at respective year ends are
unsecured and settlement is generally done in cash.

258 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

39. Contingent liabilities, commitments and other claims

(to the extent not provided for)
Contingent liabilities and other claims:
(a) Claims against the Company not acknowledged as debts-:
As at As at
Particulars
31 March 2022 31 March 2021
(i) Claims made by direct and indirect tax authorities:
(i) Goods and service tax 138.45 -
(ii) Value added tax 13.10 13.10
(iii) Service tax 11.36 6.36
(iv) Income tax 46.84 0.28
209.75 19.74
(ii) Others (miscellaneous claims in relation to Company's 17.75 30.44
operations)#
* Against the total tax demand of ` 209.75, the Company has filed appeals before various tax authorities. Based
on management assessment and upon consideration of advice from the independent legal counsels, the
management believes that the Company has reasonable chances of succeeding before the tax authorities and
does not foresee any material liability. Pending the final decision on this matter, no adjustment has been made in
the financial statements.
# The Company is party to various legal proceedings in the normal course of business and does not expect the
outcome of these proceedings to have any adverse effect on its financial position and hence no provision has
been recorded against these legal proceedings at this stage. Pending resolution of the respective proceedings, it
is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it
is determinable only on receipt of judgements/decisions pending with various forums/authorities. Accordingly,
the above mentioned contingent liabilities are disclosed at undiscounted amount.

(b) Guarantees
As at As at
Particulars
31 March 2022 31 March 2021
Guarantee given to Everest Bank Limited in respect of loan taken by - 18.95
Devyani International (Nepal) Private Limited, wholly owned subsidiary
of the Company

The Company has provided a letter of support for financial and operational assistance to Devyani Food Street
Private Limited, Devyani Airport Services (Mumbai) Private Limited, RV Enterprizes Pte. Limited and Devyani
International Nigeria Limited for ongoing operations for atleast 12 months.

(c) Others
As at As at
Particulars
31 March 2022 31 March 2021
Commitments:
Estimated amount of contracts remaining to be executed on capital 1,112.00 494.40
account and not provided for [(net of advances of ` 278.27 (31 March
2021: ` 136.98)]

Annual Report 2021-22 259

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

40. Employee benefits

A. Defined contribution plans
An amount of ` 126.92 (31 March 2021: ` 81.79) has been recognised as an expense in respect of the Company’s
contribution to provident and other funds deposited with the relevant authorities and has been charged to the
Standalone Statement of Profit and Loss.

B. Defined benefit plans

The Company operates a gratuity plan wherein every employee is entitled to the benefit. Gratuity is payable to all
eligible employees (who have completed 5 years or more of service) of the Company on retirement, separation,
death or permanent disablement, in terms of the provisions of the Payments of Gratuity Act, 1972. Gratuity liability
is partially funded by the Company through annual contribution to DIL Employees Gratuity Trust (the ‘Trust’)
against ascertained gratuity liability. Trustees administer contributions made to the Trust and contributions are
invested in a scheme with the Life Insurance Corporation of India as permitted by law of India.

The funding requirements of the plan are based on the gratuity fund’s actuarial measurement framework set out
in the funding policies of the plan. The funding of the plan is based on a separate actuarial valuation for funding
purpose for which assumptions may differ from the assumptions set out in (iii) below. Employees do not contribute
to the plan.

The Company has defined that, in accordance with the terms and conditions of the aforesaid plan and in accordance
with statutory requirements (including minimum funding requirements) of the plan of relevant jurisdiction, the
present value of refund or reduction in future contributions is not lower than the balance of the total fair value of
the plan assets less than total present value of obligations.

The following table sets out the status of the gratuity plan as required under Ind AS 19 - ‘Employee Benefits’
i. Changes in present value of defined benefit obligation:
As at As at
Particulars
31 March 2022 31 March 2021
Present value of obligation as at beginning of the year 146.68 99.60
Acquisition adjustment - 30.36
Interest cost 6.45 5.02
Current service cost 21.90 20.89
Benefits paid (13.77) (20.98)
Actuarial (gain)/loss recognised in other comprehensive income
- changes in financial assumption (0.67) 0.84
- experience adjustment (0.35) 10.95
Present value of obligation as at end of the year 160.24 146.68

ii. Reconciliation of the present value of plan assets :

As at As at
Particulars
31 March 2022 31 March 2021
Balance at the beginning of the year 0.24 14.02
Return on plan assets recognised in total other comprehensive 0.72 0.62
income
Fund charges (0.08) (0.05)
Contribution paid into the plan 29.90 5.00
Benefits paid (12.65) (19.35)
Balance at the end of the year 18.13 0.24
Net defined benefit liability 142.11 146.44

260 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

iii. Actuarial Assumptions

A. Economic assumptions
The principal assumptions are the discount rate and salary growth rate. The discount rate is generally
based upon the market yields available on Government bonds at the accounting date with a term that
matches that of the liabilities and the salary growth rate takes into account inflation, seniority, promotion
and other relevant factors on long term basis. Valuation assumptions are as follows:
Particulars 31 March 2022 31 March 2021
Discounting rate 4.97% 4.81%
Future salary increase 6.00% 6.00%

B. Demographic assumptions
Particulars 31 March 2022 31 March 2021
i) Retirement age (years) 58 58
ii) Mortality table IALM (2012 - 14) IALM (2012 - 14)
iii) Ages Withdrawal rate Withdrawal rate
per annum (%) per annum (%)
Up to 30 years (Store employees/Back office employees) 50/43 50/43
From 31 to 44 years (Store employees/Back office 37/25 37/25
employees)
Above 44 years (Store employees/Back office employees) 30/21 30/21

Assumption regarding future mortality have been based on published statistics and mortality tables

iv. (a) Expense recognised in the standalone statement of profit or loss:

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefit expenses:
(a) Current service cost 21.90 20.89
(b) Interest cost 6.45 5.02
(c) Interest income on plan assets (0.01) (0.70)
28.34 25.21

(b) Remeasurements recognised in other comprehensive income

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Actuarial gain/(loss) on defined benefit obligation 1.02 (11.79)
Actuarial gain/(loss) on plan assets 0.64 (0.13)
1.66 (11.92)
Expense recognised in the standalone statement of profit and 26.68 37.13
loss

Annual Report 2021-22 261

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

v. Reconciliation of statement of expense in the standalone statement of profit and loss

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Present value of obligation as at the end of the year 160.23 146.68
Present value of obligation as at the beginning of the year (146.68) (99.60)
Benefits paid 13.77 20.98
Actual return on plan assets (0.64) (0.57)
Acquisition adjustment - (30.36)
Expense recognised in the standalone statement of profit and loss 26.68 37.13

vi. Change in fair value of plan assets:

As at As at
Particulars
31 March 2022 31 March 2021
Opening fair value of plan assets 0.24 14.02
Actual return on plan assets 0.72 0.62
Fund charges (0.08) (0.05)
Contribution by employer 29.90 5.00
Benefits paid (12.65) (19.35)
Fair value of plan assets as at year end 18.13 0.24

The Company expects to contribute ` 30.00 (31 March 2021: ` 10.00) to gratuity in the next year.

vii. The expected maturity analysis of undiscounted defined benefit liability is as follows
Particulars Less than a year Between one to Between two to Over five years
two years five years
31 March 2022 52.91 40.64 56.49 32.49
31 March 2021 50.35 36.21 52.44 27.72

viii. Bifurcation of closing net liability at the end of year

As at As at
Particulars
31 March 2022 31 March 2021
Current liability (amount due within one year) 46.92 50.11
Non-current liability (amount due over one year) 95.19 96.33
142.11 146.44

ix. Sensitivity analysis

A quantitative sensitivity analysis for significant assumptions is as shown below:
Impact of the change in discount rate on defined benefit obligation
As at As at
Particulars
31 March 2022 31 March 2021
a) Impact due to increase of 1% (4.10) (3.59)
b) Impact due to decrease of 1% 4.17 3.83

262 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Impact of the change in salary on defined benefit obligation

As at As at
Particulars
31 March 2022 31 March 2021
a) Impact due to increase of 1% 4.14 3.74
b) Impact due to decrease of 1% (4.09) (3.59)

The sensitivity analysis is based on a change in above assumption while holding all other assumptions constant.
The changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit
obligation to significant actuarial assumptions, the same method ( present value of the defined benefit obligation
calculated with the projected unit credit method at the end of the reporting year) has been applied when calculating
the provision for defined benefit plan recognised in the Standalone Balance Sheet.

The method and types of assumptions used in preparing the sensitivity analysis did not change compared to the
previous years.

Although the analysis does not take account of the full distribution of cash flows expected under the plan, it
provides an approximation of the sensitivity of the assumptions shown.

Risk exposure:
The defined benefit plan is exposed to a number of risks, the most significant of which are detailed below:
Change in discount rates: A decrease is discount yield will increase plan liabilities
Mortality table: The gratuity plan obligations are to provide benefits for the life of the member, so increase in life
expectancy will result in an increase in plan liabilities.

C. Compensated absences
Expense recognised in the standalone statement of profit or loss:
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefit expenses:
(a) Current service cost 19.94 22.37
(b) Interest cost 3.89 2.52
(c) Net actuarial loss recognized in the year 2.19 19.75
26.02 44.64

D. Code of Social Security

The Code on Social Security, 2020 (“the Code”) relating to employee benefits during employment and post-employment
received Presidential assent in September 2020. Subsequently, the Ministry of Labour and Employment had released
the draft rules on the aforementioned Code. However, the same is yet to be notified. The Company will evaluate the
impact and make necessary adjustments to the financial statements in the period when the Code will be notified and
will come into effect.

Annual Report 2021-22 263

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

41. Segment Reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (“CODM”) of the Company. The CODM is considered to be the Board of Directors who make strategic
decisions and is responsible for allocating resources and assessing the financial performance of the operating
segments.

As the Company’s business activity primarily falls within a single business and geographical segment, i.e., food
and beverages, and in India, thus there are no additional disclosures to be provided under Ind AS 108 – “Operating
Segments’. The CODM considers that the various goods and services provided by the Company constitutes single
business segment.

Information about geographical area - Income

For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
a. Food and beverage segment#
(i) Domestic 18,505.74 9,971.57
(ii) International 26.98 16.07
b. Other income (refer note 24)@ 160.09 485.66
Total 18,692.81 10,473.30
No single external customer amounts to 10% or more of the Company’s revenue.
# Revenue from food and beverage segment is directly attributed to domestic and international operations.
@ Other income is not allocated as the underlying assets/ liabilities/income are used interchangeably.

Non-current assets other than financial instruments and income tax assets (net)/deferred tax asset (net) primarily
comprises property, plant and equipment which are located in India.

42. Share based payments

a. Description of share based payment arrangements
i. Share Options Schemes (equity settled)
ESOS - 2011
On 20 September 2011 and 20 December 2011, the Board of Directors approved the Employees Stock Option
Scheme 2011 (”ESOS 2011”), which was approved by the shareholders on 20 December 2011 and subsequently
on 18 May 2012 for increasing the ceiling limit to 4,900,000 Options (”Ceiling Limit”) with condition at any
given point of time no Grantee shall be granted Options during any one year, equal to or exceeding 1% of the
issued capital of the Company except with the specific approval of the members accorded in a general body
meeting. As per ESOS 2011, holders of vested Options are entitled to purchase one equity share for every
Option at an exercise price of ` 111.70. ESOS 2011 was formulated with the objective to enable the Company
to grant Options for equity shares of the Company to certain eligible employees, officers and directors of the
Company and its subsidiaries, to purchase shares from the Company at a pre-determined price. A resolution
was passed in the meeting of the Board of Directors held on 6 May 2014 wherein certain additional Options
were granted at the same terms and conditions as mentioned in ESOS 2011.

Further, ESOS 2011 was amended subsequently and was approved by the shareholders on 17 March 2021. The
resolution provides the delinking of vesting schedule of the Options from filing of the red herring prospectus
(RHP) by the Company and for aligning the Scheme in compliance with the SEBI (Share Based Employee
Benefits) Regulations, 2014, as amended, read with the SEBI Circular no. CIR/CFD/POLICY CELL/2/2015

264 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

dated 16 June 2015 (“SEBI SBEB Regulations”) and accordingly all Options under ESOS 2011 were vested
immediately on the day of passing the said resolution and the exercise window for ESOS 2011 was opened by
the Nomination and Remuneration Committee on 17 March 2021. The Company received the exercise letters
from the Options holders and allotted 1,581,500 equity shares pursuant to exercise of Options.

ESOS - 2018
On 6 April 2018, the Board of Directors approved the Employees Stock Option Scheme 2018 (”ESOS 2018”),
which was approved by the shareholders on 21 September 2018. ESOS 2018 has been formulated with the
same objective as ESOS 2011. ESOS 2018 provides that Options so granted, shall not represent more than
5% of the fully diluted share capital of the Company at any given point of time (”Ceiling Limit”) and no Grantee
shall be granted Options during any one year, equal to or exceeding 1% of the issued capital of the Company
except with the specific approval of the members accorded in a general body meeting. As per ESOS 2018
Grant letters, holders of vested Options are entitled to purchase one equity share for every Option at an
exercise price of ` 306.12.

Further ESOS 2018 was subsequently amended and approved by the shareholders on 17 March 2021
for linking the vesting of options to listing date of shares of the Company and to align the Scheme with
compliance requirement of SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, read with
the SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated 16 June 2015 (“SEBI SBEB Regulations”). Under
the ESOS 2018, no vesting shall occur until date of listing of shares on recognized Stock Exchanges by the
Company in respect of proposed offer.

ESOS - 2021
On 17 March 2021, the Board of Directors approved the Employees Stock Option Scheme 2021 (”ESOS 2021”)
in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, read with the
SEBI Circular no. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 (“SEBI SBEB Regulations”), which was
approved by the shareholders on 17 March 2021. ESOS 2021 was formulated with the same objective of ESOS
2011 and ESOS 2018.

 ESOS 2021 provides that Options so granted, shall not represent more than 5% of the fully diluted share
capital of the Company at any given point of time (“Ceiling Limit”) and no Grantee shall be granted Options
during any one year, equal to or exceeding 1% of the issued capital of the Company except with the specific
approval of the members accorded in a general body meeting by way of a special resolution. As per ESOS
2021 Grant letters, holders of vested Options are entitled to purchase one equity share for every Option at an
exercise price of ` 433.28.


Note: The aforementioned schemes have been defined prior to giving effect to stock split from ` 10/- to
` 1/- dated 25 March 2021.
The Options were granted on the dates as mentioned in the table below:
Scheme Grant Date Number Exercise Vesting Condition Vesting Contractual
of Options Price (`) period period
granted (Post Split)
ESOS 19 May 20,882,000 11.17 Graded vesting over 4 30 June 0 years to 4
-2011 2012 years or after the filling 2022* years
of RHP by the Company (Previous year:
for the purpose of IPO, 0 years to 5
whichever is later. years)

Annual Report 2021-22 265

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Scheme Grant Date Number Exercise Vesting Condition Vesting Contractual

of Options Price (`) period period
granted (Post Split)
ESOS 31 May 3,000,000 11.17 Graded vesting over 4 30 June 0 years to 4
-2011 2014 years or after the filling 2022* years
of RHP by the Company (Previous year:
for the purpose of IPO, 0 years to 5
whichever is later. years)
ESOS 21 5,060,000 30.61 Graded vesting over 4 1 January 0 years to 4.76
-2018 September years or after the filling 2023# years
2018 of RHP by the Company (remaining (Previous year:
for the purpose of IPO, 255,000 0.25 years to
whichever is later. options) 5.76 years)
ESOS 17 March 7,200,000 43.33 Graded vesting over 4 17 March 0 years to 8
-2021 2021 years being first vesting 2023 years
due on 17 March 2022 to (Previous year:
17 March 1 year to 9
2025 years)
* As mentioned above, ESOS - 2011 was amended and approved in shareholders meeting dated 17 February
2021. Accordingly, all Options under ESOS 2011 were vested immediately on the day of passing the said
resolution.
# As mentioned above, ESOS - 2018 was amended and approved in shareholders meeting dated 17 February
2021 for linking the vesting of options to listing date of shares of the Company.
Note - Exercise period in every scheme is maximum five years from the date of vesting of shares.

b. Measurement of fair values

The fair values are measured based on the Black-Scholes-Merton model. The fair value of the options and inputs
used in the measurement of the grant date fair values of the equity -settled share based payments are as follows:
Particulars Options granted Options Options Options
on 17 March granted on 21 granted on granted on
2021 September 2018 31 May 2014 19 May 2012
Fair value per Option at grant date (in `) 18.35 - 23.94 10.53 - 13.30 12.32 5.64 - 5.72
Share price at grant date (in `) 43.30 26.90 15.11 9.32
Exercise price (in `) 43.33 30.61 11.17 11.17
Expected volatility 45.60% - 50.50% 35.27% - 35.77% 64.20% 43.03%
Expected life (in years) 3.50 - 6.50 4.75 - 6.75 8.59 8.38 - 8.63
Expected dividends 0.00% 0.00% 0.00% 0.00%
Risk-free interest rate 5.39% - 6.31% 8.06% - 8.11% 9.19% 8.50% - 8.51%

The risk free interest rates are determined based on current yield to maturity of 10 years Government Bonds with
similar residual maturity equal to expected life of the Options. Expected volatility calculation is based on historical
daily closing stock prices of competitors using standard deviation of daily change in stock price. The minimum
life of the stock option is the minimum period before which the options cannot be exercised and the maximum life
is the period after which options cannot be exercised. The expected life has been considered based on average of
maximum life and minimum life and may not necessarily be indicative of exercise patterns that may occur.

266 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

c. Effect of employee stock option schemes on the standalone statement of profit and loss
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee stock option expense* 64.12 21.21
64.12 21.21
*included in Salaries, wages and bonus (refer note 27)

d. Reconciliation of outstanding share options

The number and weighted-average exercise prices of share options under the share option schemes are as
follows:
As at 31 March 2022 As at 31 March 2021
Number of Weighted Number of Weighted average
options average exercise options exercise price (`)
price (`)
Number of Options granted,
exercised and forfeited
Options outstanding as at the 8,580,000 40.47 19,855,000 12.40
beginning of the year
Add: Options granted during the year - - 7,200,000 43.33
Less: Options exercised during the 2,212,500 38.93 15,815,000 11.17
year
Less: Options forfeited/ lapsed 1,040,000 43.33 2,660,000 12.92
during the year
Options outstanding as at the end of 5,327,500 40.55 8,580,000 40.47
the year
Options exercisable at the end of the 452,500 17.74 - -
year
Weighted average share price at 159.80 43.33
exercise date (`)

As at As at
Particulars
31 March 2022 31 March 2021
Weighted average remaining life of options outstanding at the end of 5.58 7.62
year (in years)

Annual Report 2021-22 267

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

43. Disclosure pursuant to Section 186(4) of the Companies Act, 2013 (also refer note 7)
Nature of the transaction (loans given/investments made/ guarantees As at As at
given) 31 March 2022 31 March 2021
(A) Loans and advances *
Devyani Food Street Private Limited 96.27 113.96
Devyani Airport Services (Mumbai) Private Limited 168.65 177.10
RV Enterprizes Pte. Limited (refer note 49) 350.01 328.82
(B) Investments #
Investments in equity shares ##
Devyani Food Street Private Limited 304.69 202.25
Devyani Airport Services (Mumbai) Private Limited (refer note 50) 153.87 84.84
RV Enterprizes Pte. Limited (refer note 49) 108.93 108.93
Devyani International (Nepal) Private Limited 94.07 42.19
Investments in preference shares ##
Devyani Airport Services (Mumbai) Private Limited (refer note 50) - 326.31
RV Enterprizes Pte. Limited (refer note 49) 615.30 612.02
Devyani International (Nepal) Private Limited 25.06 25.06
Corporate guarantee ^^
Devyani International (Nepal) Private Limited - 18.95
* refer note 7 for particulars of the loans and advances given.
# refer note 6A for full particulars of the investments made.
## the above investments are shown at cost per financial reporting requirements.
^^ refer note 38 for full particulars of the corporate guarantees given.


Note: During the year ended 31 March 2022 and 31 March 2021, the Company has provided a letter of support for
financial and operational assistance to Devyani Food Street Private Limited, Devyani Airport Services (Mumbai) Private
Limited, RV Enterprizes Pte. Limited and Devyani International Nigeria Limited for ongoing operations for atleast 12
months.

44. Capitalisation of expenditure incurred during construction period (refer note 3A)
The Company has commenced operations of certain quick service restaurants (stores) during the year ended
31 March 2022 and 31 March 2021. Certain directly attributable costs are incurred on commissioning of the quick
service restaurants up to the date of commercial operations. This cost has been apportioned to certain property, plant
and equipment on reasonable basis. Details of such costs capitalised is as under :-
For the year ended For the year ended
Particulars
31 March 2022 31 March 2021
Employee benefits expense 82.56 20.60
Other expenses (includes rent, freight and architect fees etc.) 75.09 35.99
157.65 56.59

268 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

45. Impairment of non-financial assets

Non financial assets (other than goodwill and investment properties)
In accordance with Ind AS 36 “Impairment of Assets”, the Company has identified individual quick service restaurant
(store) as a separate cash generating unit (CGU) for the purpose of impairment review. Management periodically
assesses whether there is an indication that a CGU may be impaired using a benchmark of two-year’s history of
operating losses or marginal profits for a store. In view of higher operating costs or decline in projected sales growth,
certain stores have been impaired in the current and previous years. Based on the results of impairment testing for
these stores in the current year, the property, plant and equipment, right-of-use assets and other intangible assets,
carrying value of these stores aggregating ` 542.04 (net of opening provision for impairment of ` 5.05) (31 March 2021:
` 541.11 net of opening impairment provision of ` 96.11) have been reduced to the recoverable amount aggregating to
` 409.97 (31 March 2021: ` 14.80) by way of impairment charge of ` 132.07 (31 March 2021: ` 526.20). Recoverable
amount is value in use of these stores computed based upon projected cash flows from operations with sales growth of
Nil-5% (31 March 2021: Nil-5%) and salary growth rate of 6% (31 March 2021: 6%), over balance lease term, discounted
at rate (determined by an independent registered valuer) of 12.15% p.a. (31 March 2021: 12.17% p.a.). Carrying value
of a store includes property, plant and equipment, intangible assets used at a store, right-of-use assets and allocated
corporate assets. Further carrying value and recoverable value of each store is calculated net of lease liabilities.

Moreover, the impairment reversal of ` 140.30 (31 March 2021: ` 73.69) is primarily on account of stores where the
actual sales growth rate has exceeded the projected sales growth rate, hence the recoverable amount aggregating
to ` 1,828.78 (31 March 2021: ` 277.72) has exceeded the written down value of these stores aggregating ` 1,356.99
(after considering impairment charge recorded in previous years amounting to ` 370.76) (31 March 2021: ` 204.03 after
considering impairment charge recorded in preceding previous year amounting to ` 183.21).

Goodwill on business combination

During the previous years, the Company had acquired 73 stores from Yum Restaurants (India) Private Limited (“Yum”)
in the States of Goa, Kerala, Karnataka, Andhra Pradesh and Telangana (except in the city of Hyderabad). The Company
acquired goodwill of ` 504.57 through business combinations which is attributable to the operational synergies and
expansion on market share. In order to further expand its business operations, the Company has opened new stores in
these States.

The Company has tested goodwill for impairment on the basis of acquired stores as well as new stores. Management
periodically assesses whether there is an indication that such goodwill may be impaired. For goodwill, where impairment
indicators exists, management compares the carrying amount of such goodwill with its recoverable amount. As on
the reporting date, the recoverable amount of this cash generating unit is determined at ` 1,704.57 (31 March 2021:
` 892.48). Recoverable amount is value in use of these stores computed based upon projected cash flows from
operations with sales growth of 5%-20% (31 March 2021: Nil-5%) and salary growth rate of 6% (31 March 2021: 6%),
over balance lease term, discounted at rate (determined by an independent registered valuer) of 12.15% p.a (31 March
2021: 12.17% p.a.). As the recoverable amount is in excess of the carrying amount of goodwill, hence no impairment
loss has been recorded on the aforesaid goodwill during the year.

The key assumptions have been determined based on management’s calculations after considering, past experiences
and other available internal information and are consistent with external sources of information to the extent applicable.

For goodwill impairment assessment, management believes that any reasonably possible change in the key assumptions
would not cause the carrying amount to exceed the recoverable amount of the said stores.

Management has identified that a reasonably possible change in the three key assumptions could cause a change in
amount of impairment loss/ (reversal). The following table shows the amount by which the impairment loss/(reversal)
would increase/ (decrease) on change in these assumptions by 1%. All other factors remaining constant.

Annual Report 2021-22 269

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

For the year ended For the year ended

Impairment (reversal)/charge
31 March 2022 31 March 2021
Impairment charge for non financial assets 132.07 526.20
Impairment reversal for non financial assets (140.30) (73.69)
Impairment (reversal)/charge (8.23) 452.51

For the year ended For the year ended

Sensitivity analysis
31 March 2022 31 March 2021
Discount Rate
(Increase by 1%) 3.34 2.15
(Decrease by 1%) (3.43) (1.93)
Sales Growth Rate
(Increase by 1%) (15.86) (9.25)
(Decrease by 1%) 16.84 11.96
Salary Growth Rate
(Increase by 1%) 5.37 1.97
(Decrease by 1%) (5.41) (1.81)

46. Transfer pricing

The Company has established a comprehensive system of maintenance of information and documents that are required
by the transfer pricing legislation under Section 92-92F of the Income tax Act, 1961. Since the law requires existence
of such information and documentation to be contemporaneous in nature, the Company is in the process of updating
the documentation for the international transactions entered into with the associated enterprises during the financial
year and expects such records to be in existence latest by due date as required under the law. The management is of
the opinion that its transactions with the associated enterprises are at arm’s length so that the aforesaid legislation
will not have any impact on the standalone financial statements, particularly on the amount of tax expense and that of
provision for taxation.

47. Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital, all other equity reserves
attributable to the equity holders of the Company and combination of both long-term and short-term borrowings.
The Company’s objective for capital management is to maximize shareholder’s value, safeguard business continuity
and support the growth of the Company. The Company determines the capital requirement based on annual operating
plan and other strategic investment plans. The Company manages its capital structure and makes adjustments in
light of changes in economic conditions and the requirements of the financial covenants. The Company’s funding
requirements are met through equity infusions, internal accruals and a combination of both long-term and short-term
borrowings. The Company raises long term loans mostly for its expansion requirements and based on the working
capital requirement utilise the working capital facilities. The Company monitors capital on the basis of consolidated
total debt to consolidated total equity on a periodic basis. As a part of its capital management policy the Company
ensures compliance with all covenants and other capital requirements related to its contractual obligations. No changes
were made in the objectives, policies or processes for managing capital during the year ended 31 March 2022 and
31 March 2021.

270 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

As at As at
Sensitivity analysis
31 March 2022 31 March 2021
Borrowings (non-current and current) 609.28 3,743.61
Total debt (a) 609.28 3,743.61
Equity share capital 1,204.74 1,153.63
Other equity 7,726.51 1,837.41
Total equity (b) 8,931.25 2,991.04
Debt equity ratio (c=a/b) 0.07 1.25

48. Business Combination

During the year ended 31 March 2020, the Company executed a Business Transfer Arrangement dated 11 December
2019 (‘BTA’) with Yum Restaurants (India) Private Limited (“Yum”) for acquiring 61 KFC stores (60 stores as amended)
in multiple tranches. Till 31 March 2020, the Company had acquired 9 KFC stores on 01 March 2020 from Yum on a
slump sale basis for an estimated purchase consideration of ` 339.34 and the remaining 51 stores were acquired during
the year ended 31 March 2021 for a purchase consideration of ` 1,960.66, an aggregate consideration of ` 2,300. Yum
is the franchiser of KFC, Pizza Hut, Taco Bell brand and the Company has acquired KFC stores from Yum in order to
expand its operations in Karnataka, Andhra Pradesh and Telangana.

Assets acquired and liabilities assumed

The fair values of the identifiable assets and liabilities as at the date of acquisition were:

For the year ended

Particulars
31 March 2021
Assets
Property, plant and equipment (refer note 3A) 360.70
License Fee (refer note 5) 198.79
Franchisee Rights (refer note 5) 916.22
Inventories 27.11
Other assets 69.05
1,571.87
Liabilities 31.32
31.32
Total identifiable net assets (at fair value) 1,540.55
Purchase consideration to be transferred/transferred in cash 1,960.66
Goodwill (refer note 4) 420.11

The goodwill is attributable to the operational synergies and expansion on market share.

Transaction costs of ` 0.42 have been expensed for the year ended 31 March 2021 and was included in “Other expenses”
in the Standalone Statement of Profit and Loss and are part of the operating cash flows in the Standalone Cash Flow
Statement.

From the date of acquisition, during the year ended 31 March 2021, acquired stores under business combination
contributed ` 1,479.64 of revenue and profit of ` 223.21 to profit/(loss) before tax from continuing operations of
the Group. If the combination had taken place at the beginning of an acquisition year, the Company revenue from
continuing operations would have been ` 1,754.45 for the year ended 31 March 2021 and since the details on profit
after tax is not available at individual store level separately, such information had not been disclosed for the year ended
31 March 2021.

Annual Report 2021-22 271

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

49. Assessment of investment in and loans to Subsidiary Company

 he Company holds 87% (31 March 2021: 87%) of equity share capital and 76% (31 March 2021: 76%) preference share
T
capital of RV Enterprizes Pte. Limited (hereinafter referred to as “RVE”). The carrying value of investment as at the year
end is ` 724.23 (31 March 2021: ` 720.95). The carrying value of the loan to RVE, including interest accrued thereon is
` 350.01 (31 March 2021: ` 328.82). RVE is a special purpose vehicle, which has invested majority of the funds in
Devyani International (Nigeria) Limited (a step down subsidiary) through investment in equity shares and grant of loans
of USD 2.92 million (31 March 2021: USD 2.92 million) and USD 17.26 million (31 March 2021: USD 17.13 million),
respectively.

During the current year, the step down subsidiary has generated profit of ` 3.36 (31 March 2021: losses of ` 83.02).
As at 31 March 2022, RVE has not impaired the loan amounting to USD 17.26 million outstanding as at 31 March 2022
(31 March 2021: USD 17.13 million). Further, no impairment loss of property, plant and equipment has been recorded in
the books of the step down subsidiary. The management of the Company, based on cash flow projections of the step
down subsidiary, further expansion plans and expected cash inflows has concluded that there is no need to recognise
any impairment loss on the investment made in and loan given (including interest accrued thereon) to RVE amounting
to ` 724.23 (31 March 2021: ` 720.95) and ` 350.01 (31 March 2021: ` 328.82), respectively.

50. Investment in Devyani Airport Services (Mumbai) Private Limited, a subsidiary (“DASMPL”)
During the year ended 31 March 2022, pursuant to Deed of Settlement and Share Transfer Agreement dated 12 July
2021 executed between the Company, its subsidiary DASMPL and non-controlling shareholder High Street Food
Services Private Limited, the Company has purchased 2,940,000 Equity Shares of face value of ` 10/- each and
11,316,693 8% Non-cumulative Redeemable Preference Shares (“NCRPS”) for consideration of ` 69.04 (including
` 0.74 towards purchase of equity shares) from non-controlling shareholder. Pursuant to the acquisition, DASMPL
became a wholly owned subsidiary of the Company. DASMPL converted its NCRPS to Compulsorily Convertible
Preference Shares (“CCPS”) pursuant to provisions of Section 48 of the Companies Act, 2013 as per shareholder’s
approval in Extra Ordinary General Meeting held on 17 August, 2021. DASMPL converted its CCPS to equity shares as on
01 October 2021.

As at 31 March 2022, the Company has investment in equity shares of DASMPL amounting to ` 153.87 (31 March
2021: ` 84.84), accounted for at cost under Ind AS 27. In accordance with Ind AS 36 “Impairment of Assets”, such
investment is considered as a separate cash generating unit (CGU) for the purpose of impairment review. Management
periodically assesses whether there is an indication that such investment may be impaired. For investment, where
impairment indicators exists, management compares the carrying amount of such investment with its recoverable
amount. Recoverable amount is value in use of the investment computed based upon discounted cash flow projections.

During the earlier years, the Company had recognised impairment loss due to continuous losses in its subsidiary
company. On account of re-negotiation of concession agreement with the concessionaire, the business operations of
subsidiary company have improved. Based on an independent valuer’s report, the value in use calculation which uses
cash flow projections based on the projected profitability till the end of the contract period, the recoverable amount of
this cash generating unit is determined at ` 369.99 as on the reporting date.

Accordingly, the Company has determined impairment reversal of ` 84.84 based on the discount rate of 18.78% and
sales growth rate of 17%. Such impairment reversal has been disclosed under “Exceptional items” in the Standalone
Statement of Profit and Loss (refer note 32).

An analysis of the sensitivity of the computation to a change in key parameters (sales growth and discount rates),
based on reasonable assumptions, did not identify any probable scenario in which the recoverable amount of the CGU
would decrease below its carrying amount.

272 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

51. Investment in Devyani Food Street Private Limited, a subsidiary (“DFSPL”)

As at 31 March 2022, the Company has investment in equity shares of Devyani Food Street Private Limited (a subsidiary
company) amounting to ` 175.92 (31 March 2021: ` 175.92), and additional deemed equity of ` 128.76 (31 March 2021:
` 26.33) accounted for under Ind AS 27. In accordance with Ind AS 36 “Impairment of Assets”, such investment is
considered as a separate cash generating unit (CGU) for the purpose of impairment review. Management periodically
assesses whether there is an indication that such investment may be impaired. For investment, where impairment
indicators exists, management compares the carrying amount of such investment with its recoverable amount.
Recoverable amount is value in use of the investment computed based upon discounted cash flow projections.

As on the reporting date, the recoverable amount of this cash generating unit is determined at ` 192.34 (31 March
2021: ` 204.91), through an independent valuer, based on the value in use calculation which uses cash flow projections
based on the projected profitability till the end of the contract period. The Company has determined impairment loss
of ` 85.89 (31 March 2021: ` 111.31) based on the discount rate of 18.5% (31 March 2021: 19%) and sales growth
rate 30% - 109% (31 March 2021: 50%) and is of the view that there would be no material increase to the impairment
charge which would impact the decision of the user of the financial statements. Such impairment charge has been
disclosed under “Exceptional items” in the Standalone Statement of Profit and Loss (refer note 32). The Company has
performed sensitivity analysis of impairment test to changes in the key assumptions used to determine the occurrence
of impairment loss, if any, as below:

If there is an increase in the discount rate by 0.50%, keeping the other variable constant, the impairment loss will
increase by ` 1.53 (31 March 2021 ` 1.80).

52. Investment in Devyani International (UK) Private Limited, a subsidiary

During the year ended 31 March 2021, out of the total loan amount of ` 948.75 given by the Company to Devyani
International (UK) Private Limited, ` 189.05 has been converted into equity investment and the remaining amount
of ` 759.70 along with interest has been recovered in full. On account of such recovery of loan, Company reversed
impairment provision of ` 307.70 on loan created during the previous year. On 17 February 21, based on an independent
valuation report, the Company transferred the entire equity investment to Arctic International Private Limited (a fellow
subsidiary) for a total consideration of ` 3.60 and incurred a loss of ` 185.45 on sale of investment. Hence a total gain
of ` 122.25 (on account of reversal of impairment provision and loss on transfer of investment) is recognised under
“discontinued operations” in the Standalone Statement of Profit or Loss for the year. (refer note 54).

53. Investment in The Minor Food Group (India) Private Limited, a joint venture
During the previous year, the Company had transferred the entire investment in equity shares to MGF International
Holding (Singapore) Pte Limited at ` 73 (absolute) with effect from 26 March 2021 and therefrom, it ceases to be the
joint venture of the Company.

54. Discontinued operation

a) The Company has business of tea trading in the brand name of TWG which has operations in India through
two stores, in the Company (‘TWG India’) and in UK [through its subsidiary - Devyani International (UK) Private
Limited (‘DIL UK or TWG UK’)]. During the previous year, the Company has sold TWG India business by way of
slump sale to RJ Corp Limited (the holding company) on 1 March 2021. Further, the Company has also sold its
entire shareholding in DIL UK to Arctic International Private Limited (Mauritius) (a fellow subsidiary company)
on 17 February 2021.

Accordingly, both TWG India and TWG UK have been reported as discontinued operation during the previous year
up to 28 February 2021 and 16 February 2021, respectively. Financial information relating to the discontinued
operation for the period to the date of disposal are set out as below:-

Annual Report 2021-22 273

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(i) Financial performance and cash flow information

For the period ended
TWG India (A)
28 February 2021
Revenue from operations 22.44
Other income 12.26
Total income 34.70
Purchase of stock-in-trade -
Changes in inventories of stock-in-trade 55.31
Employee benefits expense 5.96
Finance costs 3.93
Depreciation and amortisation expense 18.06
Impairment of non-financial assets 49.87
Other expenses 11.25
Total expenses 144.38
Loss before tax (109.68)
Gain on transfer of business operations 17.05
Loss from discontinued operation (92.63)

For the period ended

TWG UK (B)
16 February 2021
Revenue from operations -
Other income 17.61
Total income 17.61
Total expenses -
Profit before exceptional items and tax 17.61
Exceptional items gain 307.70
Profit from discontinued operation 325.31
Loss on sale of investment (185.45)
Profit from discontinued operation 139.86
Total Profit from discontinued operation (A) + (B) 47.23

For the period ended

Cash Flow Statement for discontinued Operations
16 February 2021
Net cash inflow/(outflow) from;
Operating activities (93.03)
Investing activities 754.72
Financing activities -
Net cash flow from discontinued operations 661.69

* Up to 16 February 2021 in case of TWG UK

(ii) Details of the sale of discontinued Operations

TWG India TWG UK
Date of Transfer 1 March 2021 17 Feburary 2021
Consideration received in cash 10.00 3.60
Carrying amount of net assets transferred (7.05) 189.05
Gain/ (Loss) on sale of discontinued Operations 17.05 (185.45)

274 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

(iii) The carrying amounts of assets and liabilities as at the date of transfer were:
TWG India TWG UK
Date of Transfer 1 March 2021 17 Feburary 2021
Assets
Property, plant and equipment 0.70 -
Right of use 30.67 -
Investments - 189.05
Inventories 0.46 -
Other current assets 16.74 -
Total assets (A) 48.57 189.05
Liabilities
Lease liabilities 47.72 -
Other current liabilities 7.90 -
Total liabilities (B) 55.62 -
Net assets (A-B) (7.05) 189.05

55. Initial Public Offering (IPO)

The Company has completed its Initial Public Offer (“IPO”) of 204,222,218 Equity Shares of Face Value of ` 1/- each
(“equity shares”) for a price of ` 90/- per Equity Share (including a share premium of ` 89/- per Equity Share) aggregating
to ` 18,380 comprising a fresh issue of 48,888,888 Equity Shares for ` 4,400 (the “fresh issue”) and an Offer for Sale
of 155,333,330 Equity Shares for ` 13,980. The Equity Shares of the Company got listed with BSE Limited and National
Stock Exchange of India Limited on 16 August 2021.

The utilisation of the fresh issue proceeds is summarised below:

Utilization planned Total utilized upto Amount pending for

Objects of the issue as per prospectus as per prospectus 31 March 2022* utilization as at 31
March 2022
Payment of share issue expenses 151.81 158.40 -
Repayment/prepayment of borrowings 3,240.00 3,419.70 -
General corporate purposes 1,008.19 821.90 -
Total 4,400.00 4,400.00 -

* Excess utilization towards offer related expenses and borrowings repayments has been adjusted with general
corporate purposes of the fresh issue.
The Company has incurred expenses of ` 158.40 during the year ended 31 March 2022 in connection with public offer
of equity shares. Out of this, ` 146.29 have been adjusted against securities premium as permissible under section 52
of the Companies Act, 2013 on successful completion of Initial Public Offer (IPO) and listing expenses of ` 12.10 have
been shown as IPO expenses under exceptional items (refer note 32).

Annual Report 2021-22 275

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

56. The Board of Directors of the Company (“Board”) in its meeting dated 13 December 2021 approved the scheme of
amalgamation for amalgamation of Devyani Food Street Private Limited and Devyani Airport Services (Mumbai) Private
Limited (both are wholly owned subsidiary companies) with the Company subject to approval of shareholders, creditors,
stock exchanges, National Company Law Tribunal (NCLT) and any other statutory/applicable authorities as may be
required. The Company is yet to file the Scheme of amalgamation with NCLT.

57. During the year, the Company has paid remuneration to a whole-time director of ` 138.70, which is in excess of the
limits laid down under the provisions of the section 197 read with Schedule V of the Companies Act, 2013 by ` 75.73
which has also resulted in exceeding the overall limit of remuneration payable by the Company to its directors by
` 53.79. Such remuneration exceeded by virtue of exercise of employee stock options. The Company has obtained
approval from the Nomination and Remuneration Committee of the Company for the excess managerial remuneration
paid and is in process of obtaining necessary approvals from its shareholders by way of a special resolution as per the
provisions of section 197 and Schedule V to the Act at the ensuing Annual General Meeting (AGM).

58. During FY 2020-21, Company has renewed Development Agreements with Yum Restaurant (India) Private Limited
(franchiser) with revised store opening targets and accordingly franchiser has agreed to give certain incentives to
the Company in the form of initial fee waiver and certain other operational incentives. The Company has achieved the
targets of new stores opening for both KFC and PH brands and received incentives during the year as per the aforesaid
Development Agreement, which have been accounted as per Ind AS in the financial statements.

59. Financial ratios

Ratio Measurement Numerator Denominator As at As at Change Remarks
unit 31 March 31 March
2022 2021
Ratio Ratio
Current Times Current assets Current liabilities 0.95 0.48 95.98% Refer note
ratio below
Debt- Times Total debt Total equity 0.07 1.25 94.55% Refer note
equity [Non-current borrowings + below
ratio Current borrowings]

Ratio Measurement Numerator Denominator For the For the Change Remarks
unit year ended year ended
31 March 31 March
2022 2021
Ratio Ratio
Debt Times Earnings available for debt Debt service (Interest and 0.90 0.77 16.53% Not
service service [Profit/(loss) after lease payments+ principal Applicable
coverage tax + Depreciation and repayments)
ratio amortisati on + impairment
+ finance cost + loss on
sale of property, plant and
equipment]
Return Percentage Net profit after tax Average shareholder's 25.73% -41.49% 67.22% Refer note
on equity equity [(opening below
ratio shareholder's equity +
closing shareholder's
equity) /2]

276 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

Ratio Measurement Numerator Denominator For the For the Change Remarks
unit year ended year ended
31 March 31 March
2022 2021
Ratio Ratio
Inventory Times Costs of materials Average inventories 8.39 5.74 46.08% Refer note
turnover consumed+Purchases of [(opening inventories + below
ratio stock-in-trade closing inventories) /2]
Trade Times Revenue from operations Average trade receivables 53.45 27.93 91.40% Refer note
receivables [(opening trade receivables below
turnover +closing trade receivables
ratio )/2]
Trade Times Purchases + other Average trade payables 8.87 5.28 68.02% Refer note
payables expenses [(opening trade payables below
turnover (excluding non cash +closing trade payables )/2]
ratio expenses)
Net Times Revenue from operations Working capital -116.65 -5.93 1867.06% Refer note
capital [Current assets - Current below
turnover liabilities]
ratio
Net profit Percentage Net profit after tax Revenue from operations 8.28% -6.54% 14.81% Not
ratio Applicable
Return on Percentage Earnings before interest Net worth + Total debt - 14.21% -3.97% 18.19% Not
capital and taxes (excluding Deferred tax asset Applicable
employed interest on lease liabilities)
Return on Percentage Interest income on bank Current and non-current 2.63% NA 2.63% Refer note
investment deposits bank deposits below

Notes:
The Company is in QSR segment and the improvement in various ratios is primarily attributable to the increase in
earnings during the current year as compared to previous year which was largely impacted owing to COVID-19 and
expansion in business operations. During the current year the Company has completed its Initial Public Offer and repaid
substantial debt resulting in improved financial ratios.

Annual Report 2021-22 277

Notes forming part of the standalone Financial Statements
for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

60. Additional regulatory information not disclosed elsewhere in the financial information
a) The Company does not have any Benami property and no proceedings have been initiated or pending against the
Company for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45 of 1988)
and the rules made thereunder.

b) The Company does not have any transactions with struck off companies under section 248 of the Companies Act,
2013 or section 560 of the Companies Act, 1956, except for the parties mentioned below:

Name of the struck off Nature of Balance Relationship Balance Relationship

company transactions with outstanding with outstanding with
struck off as at 31 the struck off as at 31 March the struck off
company March 2022 company 2021 company
Ranjoli Textile Private Trade payables 0.26 Not Applicable - Not Applicable
Limited
Ranjoli Textile Private Security deposits 0.66 Not Applicable 0.66 Not Applicable
Limited receivables
Radical Infraone Private Capital creditors 0.20 Not Applicable 0.20 Not Applicable
Limited
Sakha Services Private Trade payables 0.01 Not Applicable 0.01 Not Applicable
Limited

c) The Company does not have any charge which is yet to be registered with ROC beyond the statutory period.
The Company had obtained loans from banks in earlier years which have been fully repaid. However pending NOCs
from banks, the satisfaction of charges is yet to be registered with ROC in some of the cases.
d) The Company has not traded or invested in Crypto currency or Virtual Currency during the current and previous
financial year.
e) The Company has not advanced or provided loan to or invested funds in any entity(ies) including foreign entities
(Intermediaries) or to any other person(s), with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(g) The Company has not undertaken any transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(h) The Company has not been declared a ‘Wilful Defaulter’ by any bank or financial institution (as defined under the
Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the
Reserve Bank of India.
(i) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017.

278 Devyani International Limited

 Corporate Statutory Financial
Overview Reports Statements

Notes forming part of the standalone Financial Statements

for the year ended 31 March 2022
(` in millions, except for share data and if otherwise stated)

61. The amounts of previous reported period have been regrouped/reclassified pursuant to changes notified in
Schedule-III, during the year ended 31 March 2022 and wherever considered necessary in order to comply with
financial reporting requirements.

As per our report of even date attached

For Walker Chandiok & Co LLP For APAS & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Chartered Accountants Devyani International Limited
Firm’s Registration No.: 001076N/N500013 Firm’s Registration No.: 000340C/C400308

Nitin Toshniwal Sumit Kathuria Virag Joshi Raj P. Gandhi

Partner Partner CEO and Whole-time Director Director
Membership No.: 507568 Membership No.: 520078 DIN: 01821240 DIN: 00003649

Manish Dawar Varun Kumar Prabhakar

Place: Gurugram CFO and Director Company Secretary
Date: 02 May 2022 DIN: 00319476 Membership No.: 30496

Annual Report 2021-22 279

Notes
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