d) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity share having par value of Rs. 10 each (pursuant to the share split from Rs. 10 to Rs. 2 per share with effect from 05 September 2024). Each holder of equity share is eligible to one vote per share. The dividend, if any, 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 receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

g) Shares reserved for issue under options

Information relating to Sapphire Foods Employee Stock Option Plan 2019 and 2022 as amended from time to time, including details of options granted, exercised and lapsed during the current year and options outstanding at the end of reporting year, is set out in note 41.

h) Shares issued during the year ended March 31, 2026 includes:

i) Allottment of stock options 1,92,011 during the year ended March 31, 2026.

ii) Exercise of stock options 87,778 before share split and 2,229,924 after stock split during the previous year ended March 31, 2025.

i) Shares allotted as fully paid-up without payment being received in cash during the period of 5 years immediately preceding the date of Balance Sheet are as under: Nil

j) The Shareholders of the Company, had approved the sub-division of one equity share of the face value of Rs. 10 each into five equity shares of face value of Rs. 2 each. The record date for the said sub-division was 5 September 2024.

Note : Nature and purpose of reserves

a) Retained earnings - Retained earnings are the profits/ (losses) that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. Retained earnings includes re-measurement loss/(gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss. Retained earnings is a free reserve available to the Company.

b) Share based payment reserve - The Company offers ESOP, under which options to subscribe for the Company's share have been granted to certain employees and senior management. The share based payment reserve is used to recognise the value of equity settled share based payments provided as part of the ESOP scheme.

c) Capital reserve - Reserve is primarily created on amalgamation as per statutory requirement. This reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.

d) Securities premium - The amount received in excess of face value of the equity shares is recognised in securities premium. This reserve is utilised in accordance with the specific provisions of the Companies Act, 2013.

e) Share application money pending allotment - This represents the amount received from the exercise of employee stock options in the previous year, for which the corresponding allotment of shares was completed in the current financial year.

f) Capital Reserve on merger - This reserve comprises of the impact pursuant to merger of Gamma Pizzakraft Overseas Private Limited & Gamma Pizzakraft Private Limited on a going concern basis from the appointed date of the scheme i.e. 1^st April 2022.

(a) During the year ended March 31, 2026, the Company has recognized charge of Rs. 92.17 million in connection with the scheme of arrangement, approved by the Board. Exceptional charge during the year ended March 31, 2026 includes Rs. 58.87 million towards an extension of the exercise period for employee stock options in connection with the ongoing merger and Rs. 33.30 million for the year ended March 31, 2026 towards merger-related other expenses.

(b) On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code 2020, the Code on Social Security, 2020 and the Occupation Safety, Health and Working Conditions Code 2020 - consolidating 29 existing labour laws, collectively referred to as the 'New Labour Codes'. The Company has assessed and disclosed the incremental impact of these changes, taking into consideration the best information available read with the FAQs released by Ministry of Labour & Employment and Institute of Chartered Accountants of India. Considering the materiality and regulatory driven, non-recurring nature of this impact, the Company has presented Rs. 142.53 million related to Employee Benefit Obligations underExceptional item" in the standalone financial statements for the year ended March 31, 2026. The Company is in the process of restructuring employee compensation in line with the provisions of the new labour codes. The Company continues to monitor developments on the rules to be notified by regulatory authorities, including clarifications/ additional guidance from authorities and would provide appropriate accounting effect on the basis of such developments as needed.

(c) During the previous year ended March 31, 2025, considering the continuous losses in one of the subsidiaries Gamma Island Foods Private Limited, the Company had revisited its projected cashflow from the said subsidiary and had determined the value in use of its investments in the said subsidiary. Accordingly, an impairment of investment of Rs. 143.50 million and expected credit loss for intercorporate deposit including interest receivable from the subsidiary of Rs. 26.14 million totaling Rs. 169.64 million was recorded as an exceptional item.

(d) Impairment of Goodwill during the previous year ended March 31, 2025 of Rs. 38.75 million pertaining to an acquired KFC store which was closed subsequent to the year end.

29 Earnings Per Share (EPS)

Basic EPS amounts are calculated by dividing the loss for the year attributable to equity holders by the weighted average number of Equity shares outstanding during the year. Diluted EPS amounts are calculated by dividing the loss attributable to equity holders (after adjusting for cost of options) by the weighted average number of Equity shares outstanding during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares/options into Equity shares.

Note:

1) During the year ended 31 March 2026, the Company received a demand order of Rs. 203.25 million from the Office of the Principal Commissioner, Rohtak, Haryana, for FY 2018-19 to FY 2021-22, alleging excess availment of input tax credit ('ITC') vis-a-vis GSTR-2A and ineligible utilization of ITC post November 14, 2017 (pursuant to reduction in GST rate from 18% to 5%). The Company believes that the aforesaid demand is not tenable, as it involves interpretational and jurisdictional issues. Accordingly, the Company has filed a writ petition before the Hon'ble Punjab and Haryana High Court challenging the said order.

2) During the previous year ended 31 March 2025, the company received a demand order of Rs. 1,127.13 million (includes tax Rs. 563.57 million and penalty Rs. 563.56 million) from Additional Commissioner (Office of the Commissioner of GST & Central Excise), Chennai South Commissionerate, Chennai against the Show Cause Notice (SCN) issued by Directorate General Goods and services tax Intelligence Chennai zone (DGGI). The company has filed appeal against the demand order. The company, supported by the external independent

expert's advice, is of the view that it has a strong case on merits and thereby no provisions have been made in the financial statementsThe Company has deposited amount of Rs. 65.84 million under protest in the current year.

There are several other cases which has been determined as remote by the Company and hence not been disclosed above.

(i) The Company has entered into business transfer agreement with A. N. Traders Pvt Limited (ANTPL) in August 2016. The obligation of the parties was completed and the transaction of transferring the franchisee has been closed. One of the promoter of ANTPL has filed FIR against the company and various other parties. The Company has filed a quashing petition in the High Court of Delhi seeking an order to quash the FIR as the same had been filed on false and frivolous grounds. The petition is pending for hearing in the High Court of Delhi. The Company does not foresee any financial obligation against the FIR.

(ii) The Company has filed a writ petition before the Hon'ble Gujarat High Court challenging the anti-profiteering investigation initiated under Section 171 of the Central Goods and Services Tax Act, 2017, by the Directorate General of Anti-Profiteering. The investigation was initiated pursuant to a complaint in respect of a specific product supplied at a restaurant in Ahmedabad. Pursuant to an interim order dated June 30, 2020, the Hon'ble High Court directed that the scope of investigation be restricted to the complained product. During the year, pursuant to transfer of powers from the National Anti-Profiteering Authority to the Goods and Services Tax Appellate Tribunal, the proceedings have been taken up by the Tribunal. The Tribunal is examining the matter limited to the complained product, in line with the directions of the Hon'ble High Court, wherein the alleged profiteered amount has been computed at Rs. 15.39 million. The Company has represented before the Tribunal that no final order be passed pending adjudication of the writ petition. The matter is currently pending for final adjudication before the Hon'ble High Court.

The Company's pending litigations comprise of proceedings pending with tax authorities and government body. The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have materially adverse impact on its financial statements.

31 Commitments

(a) Estimated amount of contracts to be executed on capital account and not provided for (net of advances)

(b) The Company has entered into a development agreement with Yum Restaurants (India) Private Limited ('Yum'), as amended from time to time, to build net new stores in accordance with the terms and conditions stipulated therein. Under the agreement, the Company is required to meet development of net new store targetsThe Company is required to issue bank guarantee as per the terms of development agreement as mutually agreed for KFC. In case of not meeting the net new store target, yum shall be entitled to encash the bank guarantee issued.

Further, pursuant to the said agreement, the Company has paid an upfront refundable deposit of USD 500,000 in relation to Pizza Hut, refundable on meeting the annual build targets. In the event the Company does not meet the stipulated target, Yum shall have the right to forfeit the said deposit in accordance with the terms of the agreement.

32 Segment Reporting

Description of segments and principal activities and information about products and services

As the Company's business activity primarily falls within a single business and geographical segment i.e. Food and Beverages, thus there are no additional disclosures to be provided under Ind AS 108 -Operating Segment'. The management considers that the various goods and services provided by the Company constitutes single business segment, since the risk and rewards from these services are not different from one another.

Geographical information

All revenue and non-current assets of the Company is situated in India, hence, disclosure pertaining to geographical areas has not been presented.

Information about major customers

Company is not dependent on any single customer for its revenue and none of the customers contribute to more than 10% of revenue individually.

33 Significant accounting judgements, estimates and assumptions

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

(a) Impairment of Non Financial Assets:

Impairment exists when the carrying value of an asset or cash generating unit (CGU) exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from sales transactions, conducted at arm's length, for similar assets or observable market prices less incremental costs for disposing of the asset. The value in use calculation is based on a Discounted Cash Flow (DCF) model. The cash flows are derived from the budget for the next five years. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions used to determine the recoverable amount for the different CGUs, including a sensitivity analysis, are as under

- Gross Margins

- Discount Rates

- Material Price inflation

- Growth rate

- Rent expense

- Salaries and wages

- Royalty and marketing fees

The management believes that no reasonably possible change in any of the key assumptions used in value in use calculation would cause the carrying value of the CGU to materially exceed its value in use.

Gross Margins - Gross margins are based on average values achieved in the preceding years and is expected to remain constant during the budget period. These have not increased over the budget period for anticipated efficiency improvements as the increase, if any, is expected to be marginal.

Discount rates - Discount rates represent the current market assessment of the risks specific to each CGU, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and is derived from its weighted average cost of capital (WACC). The cost of equity is derived from the expected return on investment by the Company's investors.

Materials price inflation - Past actual material price movements are used as an indicator of future price movements.

Growth rate estimates - Rates are based on management's estimate through internal and published industry research.

Rent expense, Salaries and wages, Royalty and Marketing expenses - Past actual rate movements are used as an indicator of future rate movements.

Any subsequent changes in the above factors could impact the recoverable value.

(b) Investment impairment

Determining whether the investments in subsidiaries are impaired requires an estimate in the value in use of investments. In considering the value in use, the Company has anticipated various assumptions which includes sales growth rate, gross margin, EBITDA margins, price inflation, long-term growth rate and the risk-adjusted discount rate and other factors of the underlying businesses / operations of the investee companies as more fully described in note 34. The discount rates are derived from the Company's weighted average cost of capital, taking into account the cost of capital, to which specific market-related premium adjustments are made. Any subsequent changes to the cash flows due to changes in the above mentioned factors could impact the carrying value of investments.

(c) Taxes

The Company has exposure to income taxes in Indian jurisdiction. Deferred tax assets are recognised for all unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. (Refer note 15). However, as on date the Company only has unabsorbed depreciation and hence no significant judgement involved.

(d) Employee Benefit Plans

The cost of defined benefit gratuity plan as well as the present value of the gratuity obligation are determined using actuarial valuations. The actuarial valuation involves making various assumptions. These include the determination of the discount rates, expected rates of return of assets, future salary increase and mortality rates. Due to the complexity of the valuation, the underlying assumptions, defined benefit obligations are highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date. Further details about gratuity obligation has been mentioned in note 36.

(e) Useful lives of property, plant and equipment and intangible assets

The cost of property, plant and equipment is depreciated on a straight-line basis over the property, plant and equipment's estimated economic useful lives. Management estimates the useful lives of these property, plant and equipment to be within 3 to 15 years. These are common life expectancies applied in the industry. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets, therefore, future depreciation charges could be revised. The carrying amount of the Company's property, plant and equipment at the end of the reporting period is disclosed in note 3 to financial statements.

The cost of intangible assets is depreciated on a straight-line basis over the useful lives of the assets. The Management estimates the useful lives of these assets to be within 1 to 10 years, which Management believes are realistic and reflect fair approximation of the period over which assets are likely to be used. There are no intangible assets with indefinite useful life, other than goodwill. The carrying amount of the Company's intangible assets at the end of the reporting period is disclosed in note 4 to financial statements.

(f) Contingencies

In the normal course of business, contingent liabilities may arise from litigations and other claims against the company. Potential liabilities that are possible but not probable of crystallizing or are very difficult to quantify reliably are treated as contingent liabilities. Such liabilities are disclosed in the notes but are not recognised. Refer note 30 for further details.

(g) Leases

The Company determines the lease term as the non-canceiiabie term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the iease, if it is reasonabiy certain not to be exercised. The Company has several lease contracts that include extension and termination options. The Company applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the iease. That is, it considers aii reievant factors that create an economic incentive for it to exercise either the renewal or termination.

(h) Share based payments

The company initially measures the cost of equity settled transaction with employees using Black Scholes model and Monte Carlo simulation to determine the fair value of the liability incurred. Estimating fair value for share-based payment transaction requires determination of the most appropriate valuation model, which is dependent on the terms and conditions of the grant. The estimates also requires determination of the most appropriate inputs to the valuation model including expected life of the share option, volatility and dividend yield and making assumptions about them. The assumption and models used for estimating the fair value for share based-payment transaction are disclosed in note 41.

34 (a) Impairment Testing of Goodwill

Carrying amount of Goodwill as on March 31, 2026 is Rs. 1,019.86 million pertain to single CGU i.e. KFC brand (March 31, 2025: Rs. 1,019.86 million)

Goodwill acquired through business combinations is not amortized but is evaluated for impairment annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable.

The Company performs an annual impairment assessment of Goodwill and the corresponding cash generating units to determine whether the recoverable value is below the carrying amount as at March 31, 2026. The Company performed its impairment test for the year ended March 31, 2026 on March 31, 2026.

For this purpose, the recoverable value of the cash generating unit is based on the value in use model, which has been derived from the discounted cash flow model. The model requires the Company to make significant assumptions such as discount rate, near and long-term revenue growth rate and projected margins which invoives inherent uncertainty since they are based on future business prospects and economic outiook. The Company has used discounted Cash Flow Projections covering period upto the year 2031. The pre-tax discount rate is applied to cash flow projections. The Company has estimated a perpetuity growth rate to arrive at perpetual value post 2031. This analysis has resulted in no impairment charge as at March 31, 2026.

II. Defined benefit plan: Gratuity

The Company operates a gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days salary last drawn for each year of service and to employee who has completed 5 years or more of service. The same is payable on termination of service or retirement whichever is earlierThe Company contributes to the fund based on actuarial report details of which is available in the table of investment pattern of plan asset, based on which the company is not exposed to market risk. The following table summarises the component of net defined benefit expenses recognised in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for respective period.

On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial Relations Code 2020, the Code on Social Security, 2020 and the Occupation Safety, Health and Working Conditions Code 2020 - consolidating 29 existing labour laws, collectively referred to as the 'New Labour Codes'. The Company has assessed and disclosed the incremental impact of these changes, taking into consideration the best information available read with the FAQs released by Ministry of Labour & Employment and Institute of Chartered Accountants of India. Considering the materiality and regulatory driven, non-recurring nature of this impact, the Company has presented Rs. 142.53 million related to Employee Benefit Obligations under ‘Exceptional item" in the standalone financial statements for the year ended March 31, 2026, including the past service cost of Rs. 88.77 million. The Company is in the process of restructuring employee compensation in line with the provisions of the new labour codes. The Company continues to monitor developments on the rules to be notified by regulatory authorities, including clarifications/ additional guidance from authorities and would provide appropriate accounting effect on the basis of such developments as needed.

The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognised in the balance sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous yearThe sensitivity analysis may not be representative of an actual change in the defined benefit obligation as it is unlikely that changes in assumptions would occur in isolation from one another.

G. Risk exposure:

Through its defined benefits plan, the company is exposed to a number of risks, the most significant of which are detailed below:

Investment risk

The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to market yields at the end of the reporting period on government bond yields; if the return on plan asset is below this rate, it will create a plan deficit.

Interest rate risk

A decrease in the bond increase rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan's debt investments.

Demographic risk

This is the risk of variability of results due to unsystematic nature of decrements that includes mortality, withdrawal, disability and retirement. The effects of these decrements on the defined benefit obligation is not straight forward and depends upon the combination of salary increase, medical cost inflation, discount rate and vesting criteria.

39 Capital Management

For the purpose of the company's capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders. The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The company's capital requirement is mainly to fund its capacity expansion. The principal source of funding of the company has been and is expected to continue to be, cash generated from its operations backed by bank borrowings. The funding requirements are met through equity infusions, internal accruals and borrowings. As a part of its capital management policy the company ensures compliance with all covenants and other capital requirements related to its contractual obligations.

40 Financial risk management objectives and policies

The Company's principal financial liabilities comprise of borrowings, lease liabilities, trade and other payables. The Company's principal financial assets include trade and other receivables, investments and cash and cash equivalents including bank balances other than cash and cash equivalents that derive directly from its operations.

The Company's financial risk management is an integral part of how to plan and execute its business investments strategies. The Company is exposed to market risk, credit risk and liquidity risk.

The senior professionals working to manage the financial risks and the appropriate financial risk governance framework for the Company are accountable to the Board of Directors. This process provides assurance to Company's senior management that the Company's financial risk-taking activities are governed by appropriate policies and procedures and that financial risk are identified, measured and managed in accordance with Company policies and Company risk objective.

Further, the company has a Risk Management Committee for overseeing the risk management framework & developing & monitoring the Company's risk management policies.

The risk management policies aim to mitigate the following risks arising from the financial instruments.

a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises of risks relating to interest rate risk and price risk. The impact of price risk is not material. The sensitivity analysis in the following sections relate to the position as at respective balance sheet date. The analysis exclude the impact of movements in market variables on: the carrying values of gratuity, pension obligation and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2026.

i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company exposure to the risk of changes in market interest rates relates primarily to the outstanding financial liability.

The Company has also considered the effect of changes, if any, in both counterparty credit risk and own credit risk while assessing the debt obligations.

Foreign currency risk is the risk that the fair value of future cash flows of an exposure will fluctuate because of changes in exchange rates. Foreign currency risk sensitivity is the impact on the Company's loss before tax is due to changes in the fair value of monetary assets and liabilities. The following table demonstrate the sensitivity to a reasonably possible change in USD and LKR exchange rates, with all other variables held constant.

b) Credit risk

Credit risk is the risk that counterparty will default on its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and other financial instruments.

i) Trade Receivables

The trade receivable of the Company generally spread over limited numbers of parties. The Company evaluates the credit worthiness of the parties on an ongoing basis. Further, outstanding customer receivables are regularly monitored and followed up. Therefore, the Company does not expect any material risk on account of non-performance from these parties.

ii) Financial instruments and cash deposits

Credit risk from balances with banks is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through counterparty's potential failure to make payments.

c) Liquidity risk

Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations on time or at reasonable price. The Company's objective is to at all times maintain optimum levels of liquidity to meet its cash and liquidity requirements. The Company monitors its liquidity position and deploys a cash management system. It maintains adequate source of financing through the use of bank deposits and credit facilities. Processes and policies related to such risks are overseen by senior management. Management monitors the Company's liquidity position through rolling forecasts on the basis of expected cash flows. The Company assessed the concentration of risk with respect to its debt and concluded it to be low.

d) Excessive risk concentration

Concentrations arise when a number of counter parties 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 on company's evaluation there is no excessive risk concentration.

41 Share-based payments

Employee Stock Option Scheme (ESOS), 2019

Under Sapphire Foods Employee Stock Option Scheme 2019 - ‘Scheme III" - Management other than CEO, 785,431 options (3,927,155 options of Rs. 2 each post split) were granted to eligible employees on September 15, 2021 and an additional 4,747 options (23,735 options of Rs. 2 each post split) were granted on September 29, 2021. The purpose of this scheme is to reward loyalty for past services with the Company, retention of critical employees, achieving company performance and aligning the shareholders interest. The ESOP pool was further increased by addition of 1,494,856 equity shares (7,474,280 equity shares of Rs. 2 each post split) vide shareholders approval in the meeting held on April 08, 2022.

Employee Stock Option Scheme (ESOS), 2022

During FY 2022-23, the Company came up with the new ESOP scheme hereinafter referred to as Sapphire Foods Employee Stock Option Scheme 2022 - ‘Scheme IIIA" and Sapphire Foods Employee Stock Option Performance Scheme 2022 - ‘Scheme IVA". ‘Scheme IIIA" for management other than CEO and ‘Scheme IVA" for CEO.

Under ESOP Sapphire Foods Employee Stock Option Scheme 2022 - ‘Scheme IIIA" - Management other than CEO, 805,486 options (4,027,430 options of Rs. 2 each post split) were granted to eligible employees during the year and under ESOP Sapphire Foods Employee Stock Option Scheme 2022 - ‘Scheme IVA" - CEO, 1,079,000 options (5,395,000 options of Rs. 2 each post split) were granted on June 22, 2022. The scheme has been formulated with the same objective as ESOS 2019.

During the previous year ended March 31, 2025, the Company modified ESOS 2022 and implemented variation on February 06, 2025. The Company revised its target performance estimates and made it more favourable for the employees.

43 Leases and Sub-leases

(i) Leases where the Company is a Lessee

(a) The Company incurred Rs. 78.55 million for the year ended March 31, 2026 (March 2025 : Rs 57.88 million) towards expenses relating to short-term leases and leases of low-value assets. The total cash outflow for leases is Rs. 2,292.55 million for the year ended March 31, 2026 (March 2025 : Rs 2,114.44 million), including cash outflow of short-term leases and leases of low-value assets. Interest on lease liabilities is Rs. 1,123.55 million for the year ended March 31, 2026 (March 2025 : Rs 1,030.88 million).

(b) The Company's leases mainly comprise of stores.

(c) The incremental borrowing rate ranges between 7.11% p.a. - 9.85% p.a. (March 2025 - 8.48% p.a.- 8.67% p.a.)

The Company has several lease contracts that include extension and termination options. These options are negotiated by management to provide flexibility in managing the leased-asset portfolio and align with the Company's business needs. Management exercises significant judgement in determining whether these extension and termination options are reasonably certain to be exercised.

(ii) Leases where the Company is a Lessor

Sub-Leases are shown as follows in the Company's balance sheet and Statement of profit and loss.

(a) The total cash inflows for sub-leases is Rs. 3.23 million for the year ended March 31, 2026 (March 2025 : Nil). Interest on lease receivables is Rs. 1.97 million for the year ended March 31, 2026 (March 2025 : Nil).

(b) The Company's sub-leases mainly comprise of stores.

45 Corporate Social Responsibility (CSR)

The provisions of Section 135 of the Companies Act, 2013 for Corporate Social Responsibility (CSR) are applicable to the Company. Basis the assessment of spend criteria as defined in the section and basis the calculation of profits under Section 198 including adjustment of excess of expense over income of earlier years there is no CSR obligation for the current year and hence the Company is not required to spend on CSR for the current year.

46 The Company used SAP S/4 HANA as its accounting software until August 22, 2025. Effective that date, the Company upgraded to SAP Rise. For the financial year ended March 31, 2026, the Company maintained its books of account using SAP Rise, which includes an audit trail (edit log) facility at both the application and database levels. This feature was operational throughout the year for all transactions recorded in the software. Further no instance of audit trail feature being tampered with was noted in respect of accounting software(s) where the audit trail has been enabled. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in the respective years.

48 Merger of Sapphire Foods India Limited (SFIL) with Devyani International Limited (DIL).

The Board of Directors ("The Board") of the Company at its meeting held on January 01, 2026, subject to requisite regulatory / statutory approvals, has considered and approved the scheme of arrangement between Sapphire Foods India Limited ("Transferor CompanyTCompany") and Devyani International Limited ("Transferee Company") and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013 ("Scheme"). Pursuant to the Scheme which is subject to requisite regulatory/ statutory approvals, with effect from the Appointed Date (defined in the Scheme as April 1, 2026), the Transferor Company shall stand amalgamated with and absorbed into the Transferee Company.

In consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot to shareholders of the Transferor Company 177 (One Hundred and Seventy Seven) equity shares of the Transferee Company of Rs. 1/- each fully paid up for every 100 (One Hundred) equity shares of Rs. 2/- each fully paid up, held by the shareholders of the Transferor Company.

49 Other Statutory Information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off u/s 248 of the Companies Act, 2013.

(iii) The Company does not have any satisfaction of charge which is yet to be registered with ROC beyond the statutory period.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) The Company has not received any fund from any persons or entities, 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,

(vi) The Company has not advanced or loaned or invested funds to any other persons or entities (outside the group), including foreign entities (Intermediaries) 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.

(vii) The Company has not surrendered or disclosed any transaction, previously unrecorded in the books of accounts, in the tax assessments under the Income Tax Act, 1961 as income during the year.

(viii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017 during the year.

(ix) The provisions of Section 186 of the Companies Act, 2013 relating to loans, guarantees, security and investments are not applicable to the Company during the year, as the Company has neither granted any loans nor provided any guarantees or security nor made any investments covered under the said section during the year. Closing balances, if any, pertaining to earlier periods have been disclosed in Note 5 and 6 to the financial statements.

50 The standalone financial statements of the Company for the previous year ended March 31, 2025 were audited by another auditor who had expressed an unmodified opinion on those standalone financial statements vide their report dated May 07, 2025.

51 Events after the reporting period

The Company has evaluated subsequent events from the balance sheet date through April 28, 2026, the date at which the financial statements were available to be issued and determined that there are no material items to be disclosed.

52 Fig ures of the previous year have been re-grouped/ re-arranged wherever necessary. The impact of the same is not material to the users of financial statement.