BSEAGM/EGM5d ago · 14 Aug 2026, 05:47 pm
Scrutinizer''s Report
Devyani International Ltd · 543330
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Devyani International Ltd has announced the outcome of its 35th Annual General Meeting (AGM) held on August 14, 2026, where 349 members attended and approved various resolutions, including the adoption of audited financial statements and the re-appointment of directors.
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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact5/10
Market Sentiment5/10
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Devyani International Ltd - 543330 - Shareholder Meeting / Postal Ballot-Scrutinizer''s Report
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Devyani International Limited dIL
CORP
August 14, 2026
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: cmlist@nse.co.in Email: corp.relations@bseindia.com
KFC Symbol: DEVYANI Security Code: 543330
Subject: OQutcome of 35t Annual General Meeting of Devyani International Limited
“th: ny”) held on Friday, August 14, 2026 along with Pr i n
Scrutinizer’s Report
Dear Sir/ Madam,
Pursuant to Regulation 30 read with PartA of Schedule 111 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and in continuation to our earlier communication
dated July 23, 2025, please find enclosed brief proceedings of the 35t Annual General Meeting
(“AGM”) of the Company held today ie. Friday, August 14, 2026 at 11:00 AM. (IST) and
concluded at 11:58 AM. (IST) through Webex facility provided by National Securities
Depository Limited as Annexure - I.
Please also find enclosed consolidated Scrutinizer's Report dated August 14, 2026 as
Annexure-IL
The above-mentioned proceedings and consolidated Scrutinizer’s Report of the 35t AGM are
also being uploaded on websites of the Company at www.dil-rjcorp.com and NSDL at
www.evoting.nsdl.com.
This is for your kind information and records.
Yours faithfully,
For Devyani International Limited
GOILA Pankaj Virmani
Encl: As above
SANGOK
KITCHEN
thai asian cuisine
Registered & Corporate Office : Plot No.18, Sector-35, Gurugram - 122004, Haryana (India) e Tel.: +91-124-4566300, 4786000
E-mail: devyani@dil-rjcorp.com e Website: www.dil-rjcorp.com
CIN : L15135HR1991PLC143853
Devyani International Limited dlL
Annexure - I
BRIEF PROCEEDINGS OF THE 35™ ANNUAL GENERAL MEETING OF DEVYANI
INTERNATIONAL LIMITED HELD ON FRIDAY, AUGUST 14, 2026 AT 11:00 A.M. (IST)
AND CONCLUDED AT 11:58 AM. (IST) THROUGH WEBEX FACILITY PROVIDED BY
|@' NATIONAL SECURITIES DEPOSITORY LIMITED (“NSDL")
In compliance with the applicable provisions of the Companies Act, 2013 and Rules made
thereunder including applicable Circulars issued by the Ministry of Corporate Affairs read
with Secretarial Standard with respect to calling, convening and conducting general meetings,
the 35t Annual General Meeting (“AGM”) of the Members of Devyani International Limited
(“Company”) was held on Friday, August 14, 2026 at 11:00 AM. (IST) through Webex facility
provided by NSDL, which was attended by 349 Members.
Mr. Manish Dawar extended a warm welcome to the Members of the Company and confirmed
that Non-Executive Chairman, other Board Members (including Lead Independent Director,
Chairperson of Audit, Risk Management and Ethics Committee, Nomination and
Remuneration Committee, Stakeholders’ Relationship Committee and CSR and ESG
Committee) and Chief Sustainability Officer & Company Secretary have joined the AGM
through Webex facility provided by NSDL. The representatives of Statutory Auditors and
Secretarial Auditors also attended the AGM.
Mr. Manish Dawar informed the Members that in terms of the Companies Act, 2013 and Rules
made thereunder read with the provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company had provided remote e-voting facility to its
Members to cast their votes electronically on all the resolutions as set-out in the Notice of
AGM, which commenced at 09:00 A.M. (IST) on Tuesday, August 11, 2026 and ended at 05:00
P.M. (IST) on Thursday, August 13, 2026. Further, the Company had also provided e-voting
facility to cast their votes during the proceedings of AGM to enable those Members who had
not cast their vote earlier through remote e-voting.
Mr. Ravi Jaipuria, Non-Executive Chairman of the Company, took the Chair.
The Non-Executive Chairman extended a warm welcome to the Members, Directors and other
participants in the AGM and confirmed that requisite quorum being present, the AGM was
therefore called to order. Thereafter, he delivered his brief speech.
.mnmchm Though there was no negative qualification/ observation in the Auditors’ Reports, the
Company Secretary read the Standalone Auditors’ Report in order to follow good governance
and informed the Members that the applicable Statutory Registers, Annual Report and other
statutory documents were made available for inspection by the Members. Thereafter, as
) authorized by the Non-Executive Chairman, Mr. Manish Dawar took up the agenda items in
%'EOHCE)Q seriatim.
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Since, the Notice convening 35t AGM was circulated earlier, the same was taken as read.
The following items of business, as per Notice of the 35t AGM dated May 15, 2026 were
transacted at the AGM:
Registered & Corporate Office : Plot No.18, Sector-35, Gurugram - 122004, Haryana (India) e Tel.: +91-124-4566300, 4786000
E-mail: devyani@dil-rjcorp.com e Website: www.dil-rjcorp.com
CIN : L15135HR1991PLC143853
Devyani International Limited d
A. Ordinary Business
Ordinary Resolutions
(i) Adoption of (a) the Audited Financial Statements of the Company for the Financial
Year ended March 31, 2026 together with the reports of Board of Directors and
Auditors thereon; and (b) the Audited Consolidated Financial Statements of the
Company including Auditors’ Report thereon for the Financial Year ended March 31,
2026.
E )D =
(ii) Re-appointment of Mr. Raj Gandhi (DIN: 00003649) as Director, liable to retire by
rotation.
(iii) Re-appointment of Mr. Manish Dawar (DIN: 00319476) as Director, liable to retire
by rotation.
B. Special Business
Special Resolution
(iv) Re-<appointment of Mr. Manish Dawar (DIN: 00319476) as Whole-time Director of
the Company designated as President & Group Chief Executive Officer.
To avoid repetition, identical questions received from Members were consolidated and
responded by the Non-Executive Chairman.
There being no other agenda item, the Non-Executive Chairman then concluded the Meeting
with a vote of thanks to the Members, Directors and others participants. He further requested
all the Members who had not cast their votes through remote e-voting or e-voting during the
AGM to kindly vote on the proposed resolutions through e-voting for next 30 minutes.
The resolutions have been passed with the requisite majority by the Members of the
Company.
m.,[‘L;A This is for your information and records.
5o A
SANOOK .
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thelastan culsine Pankaj Virmani\’, / \Raj Gandhi
Chief Sustainability.Qfficé on-executive Director 7
& Company Secretary (President & Group CEO)
Registered & Corporate Office : Plot No.18, Sector-35, Gurugram - 122004, Haryana (India) e Tel.: +91-124-4566300, 4786000
E-mail: devyani@dil-rjcorp.com e Website: www.dil-rjcorp.com
CIN : L15135HR1991PLC143853
Annexure - II
NEERAJ ARORA
FCS, B.Com., LL.B.
B-88, 157 Floor, Defence Colony, New Delhi — 110 024
Tel.: (011) 4679 0000, Fax: (011) 4679 0012
e-mail: contact@cssanjaygrover.in
‘Website: www.cssanjaygrover.in
Consolidated Scrutinizer’s Report
[Pursuant to Section 108 of the Companies Act, 2013 (“the Act”) and Rule 20 of the
Companies (Management and Administration) Rules, 2014 (“the Rules”), as
amended]
Chief Sustainability Officer & Company Secretary
Devyani International Limited
(CIN: L15135HR1991PLC143853)
Plot No. 18, Sector-35,
Gurugram-122004, Haryana
Dear Sir,
I, Neeraj Arora (FCS No.: 10781, CP No.: 16186), Partner of M/s Sanjay Grover &
Associates, Practicing Company Secretaries, having office at B-88, First Floor, Defence
Colony, New Delhi - 110024, was appointed as Scrutinizer by the Board of Directors of
Devyani International Limited (“the Company”) at its meeting held on May 15, 2026 for
the purpose of scrutinizing the voting process, i.e. remote e-voting and e-voting during
the 35" Annual General Meeting (“AGM”), under the provisions of Section 108 of the
Act read with the Rules made thereunder and General Circular Nos. 14/2020 dated
April 8,2020, 17/2020 dated April 13,2020, 20/2020 dated May 5, 2020, read with other
rela
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