Dear Members,

Your Directors have pleasure in presenting the 33^rd (Thirty Third) Board's Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

FINANCIAL PERFORMANCE

The financial performance of your Company for the Financial Year ended March 31,2024 is summarized below:

(' in Million)

STATE OF THE COMPANY'S AFFAIRS

The Company has exhibited robust growth momentum, achieving several key milestones. Consolidated revenue has reached ~' 3,556 Crore. We now operate 1,782 stores across our brand portfolio and countries, more than double in number over the last three years. Additionally, the Company has opened its first-ever Vaango Store at Mumbai Central in partnership with IRCTC. Both KFC and Pizza Hut crossed important store milestones of 550 stores each & Costa Coffee has crossed 150 stores as of March 31, 2024. The Company's strategic expansion into Thailand QSR market with 288 KFC stores across the country has upscaled our International Business.

The Company continues to accelerate expansion across markets, enabling customers to experience its multidimensional and globally renowned brand portfolio. During the Financial Year 2023-24, the Company added 528 stores

(net) across Core Brands (including 288 KFC stores in Thailand), taking the total restaurant count to 1,692 as of March 31, 2024.

Our product innovation is instrumental in enhancing our brand perception and drawing more guests to our stores and online channels. We remain dedicated to maintaining a menu that is as fresh and exciting as the ingredients we use, reinforcing our commitment to quality and consumer satisfaction while excelling in our performance. This year, we successfully introduced the KFC Chicken Rolls, which cater to the tastes of younger consumers and encourage repeat visits by adding a ‘value layer' to the menu. Our targeted enhancements, such as the ‘KFC Lunch', offer convenience and affordability, establishing it as a go-to option and significantly contributing to our lunchtime traffic. We also launched ten new craveable pizzas, marking our most significant product innovation of the year. These additions have multiplied our menu choices, catering to a wide range

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of tastes and preferences, allowing consumers to easily find a flavor that resonates with them.

While India presents a promising future, the last few quarters were subdued and low on consumer sentiments. Amid these passive trends and inflationary pressures, our performance has demonstrated remarkable resilience over the past year. From different functions working cohesively together for seamless and efficient operations, entering new geographies, introducing innovative products, adapting our menus, rationalizing costs and forging strategic collaborations to expand our presence in key locations. Our multi-faceted approach has driven steady growth and enhanced agility in responding to new prospects. Our focus on consumer centricity, network expansion, technology adoption and operational excellence is enabling us to shape a tomorrow of sustainable growth.

DEPOSITS

Your Company has not accepted any deposits from the public during the year under review, falling within the ambit of Section 73 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to Reserves.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there was no change in the nature of business of the Company.

DIVIDEND AND DIVIDEND DISTRIBUTION POLICY

Your Directors have not recommended any dividend on equity shares for the year under review in order to conserve the resources for the future growth of the Company. The Company has in place a Dividend Distribution Policy in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ["SEBI Listing Regulations"] and the same is available on the website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/08/ Dividend-Distribution-Policy.pdf.

SHARE CAPITAL

During the year under review, the issued, subscribed and paid-up equity share capital of the Company has increased from ' 120.50 crore comprising 1,20,49,61,378 equity shares of face value of ' 1/- each to ' 120.59 crore comprising 1,20,58,58,878 equity shares of face value of ' 1/- each pursuant to allotment of 8,97,500 equity shares under the Employees Stock Option Scheme 2011 ("ESOP Scheme

2011"), Employees Stock Option Scheme 2018 ("ESOP Scheme 2018") and Employees Stock Option Scheme 2021 ("ESOP Scheme 2021").

Subsequent to the end of the Financial Year 2023-24, the Company has allotted 2,37,500 equity shares on April 24, 2024 under the ESOP Scheme 2021, pursuant to which the issued, subscribed and paid-up equity share capital of the Company has increased to ' 120.61 crore comprising 1,20,60,96,378 equity shares of face value of ' 1/- each.

Further, the authorized share capital of the Company increased from ' 5,00,00,00,000/- (Rupees Five Hundred Crore only) divided into 5,00,00,00,000 (Five Hundred Crore) Equity Shares of ' 1/- (Rupee One) each to ' 5,67,50,00,000/- (Rupees Five Hundred Sixty Seven Crore and Fifty Lakh only) divided into 5,64,50,00,000 (Five Hundred Sixty Four Crore and Fifty Lakh) Equity Shares of ' 1/- (Rupee One) each and 30,00,000 (Thirty Lakh) 0.10% Redeemable, Non-Cumulative, Non-Convertible Preference Shares of ' 10/- (Rupees Ten) each, upon amalgamation of wholly-owned subsidiary companies namely Devyani Airport Services (Mumbai) Private Limited and Devyani Food Street Private Limited ("Transferor Companies") with the Company.

EMPLOYEES STOCK OPTION SCHEMES

At the end of the Financial Year under review, the Company has one active Employee Stock Option Scheme viz. ESOP Scheme 2021. All the vested options outstanding as at April 1, 2023 under the ESOP Scheme 2011 and ESOP Scheme 2018 have been exercised and shares have been allotted during the year. Accordingly, the Nomination and Remuneration Committee has approved closure of the ESOP Scheme 2011 and ESOP Scheme 2018.

A certificate from Secretarial Auditor of the Company i.e. M/s. Sanjay Grover & Associates, Company Secretaries, has been received confirming that ESOP Scheme 2011, ESOP Scheme 2018 and ESOP Scheme 2021, have been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company i.e. https://dil-rjcorp.com/.

The Statutory disclosures as mandated pursuant to Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the SEBI ESOP Regulations, are available on the website of the Company i.e. https://dil-rjcorp.com/.

HOLDING COMPANY

RJ Corp Limited continued to be the holding company and held 59.28% of the paid-up equity share capital of the

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Company as of March 31, 2024. The Promoter/ Promoter Group, including RJ Corp Limited, held 62.74% of the paid-up equity share capital of the Company as of March 31, 2024.

SUBSIDIARIES, ASSOCIATES, JOINT VENTURES AND CONSOLIDATED FINANCIAL STATEMENTS

The Hon'ble National Company Law Tribunal vide its Order dated July 13, 2023 had approved a Scheme of Amalgamation for merger of two wholly-owned subsidiaries i.e. Devyani Airport Services (Mumbai) Private Limited ("DASMPL") and Devyani Food Street Private Limited ("DFSPL") ["Transferor Companies"] with the Company ("Transferee Company"). The Company has filed the certified true copy of the Order with the Registrar of Companies, NCT of Delhi & Haryana on August 18, 2023. Accordingly, DASMPL and DFSPL ceased to be the subsidiaries of the Company w.e.f. August 18, 2023.

During the year under review, the Company has incorporated a wholly-owned subsidiary company i.e. Devyani International DMCC ("DID") in Dubai, United Arab Emirates, inter-alia to hold the overseas investments and render business related management and technical services to the Company and its subsidiaries. Subsequently, the Company and DID have entered into an Investment Agreement with Camas Investments Pte. Ltd. ("Camas"), an affiliate of Temasek Holdings (Private) Limited, pursuant to which, the Company and Camas have invested AED 150.47 Million (~? 3.4 Billion) and AED 145.53 Million (~? 3.3 Billion) respectively in DID. Post investments, the Company and Camas hold equity in the ratio of 51:49 respectively in DID.

Further, DID has acquired controlling interest in operating company i.e. Restaurants Development Co., Ltd. ("RD"), operating a chain of 288 KFC restaurants (as of March 31, 2024) across Thailand, by way of acquiring equity stakes in RD and its holding companies in Thailand i.e. White Snow Company Limited ("White"), Blackbriar Co., Ltd. ("Black"), Yellow Palm Co., Ltd. ("Yellow"). Accordingly, RD, White, Black and Yellow have become step-down subsidiaries of the Company w.e.f. January 17, 2024.

Further, the Company has entered into an agreement with R.K. Associates & Hoteliers Private Limited ("RKAHPL") inter-alia to undertake business relating to development, operation and maintenance of food courts, standalone food and beverage outlets and lounges within the existing or future territories of railway stations. For this purpose, a company namely Devyani RK Private Limited ("Devyani RK") was incorporated on January 30, 2024. The Company and RKAHPL hold equity share capital in the ratio of 51:49 in Devyani RK.

As on March 31, 2024, your Company has following subsidiaries:

- Devyani International (Nepal) Private Limited, wholly-owned subsidiary;

- RV Enterprizes Pte. Ltd., subsidiary;

• Devyani International (Nigeria) Limited, step- down subsidiary;

- Devyani RK Private Limited, subsidiary (w.e.f. 30.01.2024);

- Devyani International DMCC, subsidiary (w.e.f. 17.05.2023);

• White Snow Company Limited, step-down subsidiary (w.e.f. 17.01.2024);

• Blackbriar Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024);

• Yellow Palm Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024); and

• Restaurants Development Co., Ltd., step-down subsidiary (w.e.f. 17.01.2024).

Your Company did not have any Associate/ Joint Venture as defined under the provisions of the Act.

In compliance with the provisions of Section 129 of the Act and the SEBI Listing Regulations, the Consolidated Financial Statements of the Company were prepared in accordance with the applicable Indian Accounting Standards ("Ind AS") and form part of the Annual Report. A statement containing the salient features of the financial statements of the Subsidiaries/ Joint Ventures/ Associates of the Company (including their performance and financial position) in Form AOC-1, as required under the Companies (Accounts) Rules, 2014, as amended, also forms part of the Notes to the Consolidated Financial Statements. The highlights of the performance of Subsidiaries/ Joint Ventures/ Associates and their contribution to the overall performance of the Company are included as part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, Audited Financial Statements of the Company, including Consolidated Financial Statements, other documents required to be attached thereto and Financial Statements of each of the subsidiaries, are available on the website of the Company and may be accessed at https://dil-rjcorp.com/dil/financial-information/. Financial Statements of the aforesaid subsidiary companies are also kept open for inspection by the Members at the Registered Office of the Company on all working days up to the date of Annual General Meeting ("AGM") i.e. July 5, 2024 between 11:00 A.M. to 02:00 PM. and also during the AGM as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office.

MATERIAL UNLISTED SUBSIDIARY(IES)

In terms of the provisions of the SEBI Listing Regulations, your Company has a ‘Policy for Determination of Material

Subsidiary and Governance of Subsidiaries' and the same is available on website of the Company i.e. https://www.dil-rjcorp.com/wp-content/uploads/2021/06/ Policy-on-Material-Subsidiary.pdf.

Based on the Consolidated Financial Statements as on March 31, 2024, your Company has two material unlisted subsidiaries i.e. Devyani International DMCC and Restaurants Development Co., Ltd.

RELATED PARTY TRANSACTIONS

Your Company has in place a Policy on Related Party Transactions in accordance with the Act and the SEBI Listing Regulations to regulate related party transactions. During the year under review, the Audit, Risk Management and Ethics Committee has approved certain amendments to the Policy in compliance to the provisions of the SEBI Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all related party transactions. The policy is available on the website of the Company i.e.

https://www.dil-rjcorp.com/wp-content/uploads/2021/06/

Policy-on-Related-Party-Transactions.pdf.

All contracts/ arrangement/ transactions, as defined in Section 188 of the Act, entered into by the Company during the Financial Year 2023-24 with related parties were in the ordinary course of business and on arm's length basis. Further, the Company has not entered into material contracts/ arrangement/ transactions with related parties in terms of the provisions of the Act read with Rules made thereunder. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable for the Financial Year 202324 and hence, does not form part of this report.

During the year under review, related party transactions which were material in terms of Regulation 23 of the SEBI Listing Regulations, were entered into with related parties subsequent to the shareholders' approval.

For details on related party transactions, members may refer to the notes of the Standalone Financial Statement.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

Particulars of Loans, Guarantees, Securities and Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on May 17, 2023, re-appointed Mr. Manish Dawar

(DIN: 00319476) as a Whole-time Director of the Company, liable to retire by rotation, for a period of up to 3 (Three) years w.e.f. February 17, 2024 and the appointment was duly approved by the Shareholders of the Company at their 32^nd Annual General Meeting ("AGM") held on July 3, 2023.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Act read with Rules made thereunder and the applicable provisions of the SEBI Listing Regulations, Dr. Naresh Trehan (DIN: 00012148), Dr. Girish Kumar Ahuja (DIN: 00446339) and Mr. Pradeep Khushalchand Sardana (DIN: 00682961) were appointed as Independent Directors of the Company w.e.f. April 21, 2021 for a term up to 3 years and their office as Independent Directors of the Company was up to April 20, 2024. Dr. Naresh Trehan had expressed his inability for re-appointment as an Independent Director and accordingly, had not offered himself for re-appointment for the second term. Accordingly, he ceased to be an Independent Director of the Company w.e.f. the close of business hours of April 20, 2024. The Board of Directors placed on record its appreciation for contributions made by Dr. Trehan during his tenure as an Independent Director.

Considering knowledge, acumen, expertise, experience (including the proficiency), skills, valuable contribution to the deliberations at the meetings of the Board/ Committees, and basis performance evaluation and on the recommendations of Nomination and Remuneration Committee, the Board of Directors at its meeting held on February 2, 2024, accorded its approval for the re-appointment of Dr. Girish Kumar Ahuja and Mr. Pradeep Khushalchand Sardana, as Independent Directors of the Company to hold office for a second term of up to 5 (Five) consecutive years w.e.f. April 21, 2024, subject to approval of the shareholders of the Company. Your Company has received requisite notice in writing from a Member of the Company, proposing the candidatures of Dr. Girish Kumar Ahuja and Mr. Pradeep Khushalchand Sardana as Independent Directors of the Company. The resolutions seeking members' approval for their re-appointment form part of the Notice of 33^rd AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

In compliance with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj Gandhi (DIN: 00003649), Directors, are liable to retire by rotation at the ensuing AGM and being eligible, have offered themselves for re-appointment. The resolution(s) seeking members' approval for their re-appointment form part of the Notice of 33^rd AGM. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, recommends their re-appointment.

Brief resume and other details of the Directors seeking re-appointment at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Council of the Institute of Company Secretaries of India and Regulation 36 of the SEBI Listing Regulations, are separately disclosed in the Notice of 33^rd AGM.

Further, Mr. Rahul Suresh Shinde (DIN: 07166035), resigned from the post of Whole-time Director (CEO-Yum Brands) and Director of the Company w.e.f. close of business hours of April 1,2024. The Board of Directors placed on record its appreciation for contributions made by Mr. Shinde during his tenure.

KEY MANAGERIAL PERSONNEL

The Board of Directors, on the recommendations of Nomination and Remuneration Committee, at its meeting held on May 17, 2023 appointed Mr. Pankaj Virmani (ACS- 18823) as Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 18, 2023 in accordance with the provisions of Section 203 of the Act read with Rules made thereunder, in place of Mr. Varun Kumar Prabhakar (ACS-30496), who resigned from the post of Company Secretary and Compliance Officer (Key Managerial Personnel) w.e.f. close of business hours of May 17, 2023. He continues to work with the Company and discharges his responsibilities with respect to the legal function of the Company.

Mr. Virag Joshi, Whole-time Director (President & Chief Executive Officer) and Mr. Manish Dawar, Whole-time Director & Chief Financial Officer, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act.

CONFIRMATION BY DIRECTORS REGARDING DIRECTORSHIP/ COMMITTEE POSITIONS

Based on the disclosures received, none of the Directors on the Board holds directorships in more than ten public companies and none of the Independent Directors served as an Independent Director in more than seven listed entities as on March 31, 2024. Further, no Whole-time Director served as an Independent Director in any other listed company. Necessary disclosures regarding Committee positions in other public companies as on March 31, 2024, have been made by the Directors and have been reported in the Corporate Governance Report and form part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and

Regulation 16(1)(b) of the SEBI Listing Regulations. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE

A certificate from M/s. Sanjay Grover & Associates, Company Secretaries, that none of the Directors on the Board of the Company had been debarred or disqualified by Securities and Exchange Board of India ("SEBI"), Ministry of Corporate Affairs or any such other Statutory/ Regulatory authority from being appointed or continuing as Directors of companies, forms part of the Annual Report.

BOARD AND COMMITTEE MEETINGS

The number of meetings of the Board and Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and the SEBI Listing Regulations. The Board of Directors at its meeting held on May 17, 2023 has dissolved IPO Committee as the purpose and objectives of the said committee have been achieved.

BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. The Board is responsible to monitor and review the evaluation framework.

Further, in compliance with Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also

evaluated the performance of Non-Independent Directors, Chairman and Board as a whole, at a separate meeting of Independent Directors held on March 26, 2024.

REMUNERATION POLICY

Your Company has in place Remuneration Policy for Directors, Key Managerial Personnel (KMPs), Senior Management and other Employees of the Company in terms of the provisions of Section 178 of the Act read with Rules made thereunder and Regulation 19 of the SEBI Listing Regulations. The Policy is available on the website of the Company i.e. https://dil-rjcorp.com/wp- content/uploads/2021/08/Remuneration-Policy.pdf. The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management and other employees of the Company.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the Board's Report pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure - A.

STATUTORY AUDITORS AND AUDITORS' REPORTS

The Members at their 29^th AGM held on September 24, 2020, had appointed Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration Number: 001076N/

N500013) as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 29^th AGM till the conclusion of 34^th AGM of the Company to be held in the year 2025.

Further, O P Bagla & Co LLP, Chartered Accountants (Firm Registration Number: 000018N/N500091) were appointed as Joint Statutory Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of 31^st AGM held on June 28, 2022 till the conclusion of 36^th AGM of the Company to be held in the year 2027.

The Joint Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company. The Reports of Joint Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year 2023-24 do not contain any qualification, reservation, adverse remarks or disclaimer and form part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

COST AUDIT & COST RECORDS

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit & maintenance

of Cost Records were not applicable on the Company during Financial Year 2023-24.

SECRETARIAL AUDITORS

The Board of Directors on the recommendations of the Audit, Risk Management and Ethics Committee has appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is attached to this report as Annexure - B. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimers.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place anti-sexual harassment policy on ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace' in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH") and Rules made thereunder. Internal Complaints Committee has been set-up to redress complaints received regarding sexual harassment at workplaces in accordance with POSH. The Internal Complaint Committee ("Committee") constituted in compliance with POSH ensures a free and fair enquiry process with clear timelines for resolution.

At the beginning of the year under review one complaint was pending with the Committee and during the year nine new complaint(s) were received. The Committee disposed off all ten complaints and no complaint was pending at the end of the Financial Year 2023-24.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has adopted a Vigil Mechanism to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters/ dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

The Vigil Mechanism Policy is available on the Company's website at https://www.dil-rjcorp.com/wp- content/uploads/2022/03/Vigil-Mechanism-Policy-DIL.pdf.

RISK MANAGEMENT

Pursuant to the provisions of Regulation 21 of the SEBI Listing Regulations, the top 1,000 listed entities, determined on the basis of market capitalization, shall constitute a Risk Management Committee. The Audit, Risk Management and

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Ethics Committee of the Board of Directors also performs the role of Risk Management Committee and inter-alia monitors and reviews the risk management plan, risk mitigation measures, cyber security and such other functions as per the terms of reference and as may be assigned by the Board from time to time.

The Company has a Risk Management Policy for identification and evaluation of business risks and opportunities. The Company recognizes that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate Internal Financial Controls commensurate with the nature, size and complexities of operations. The reports on Internal Financial Controls issued by Walker Chandiok & Co LLP, Chartered Accountants and O P Bagla & Co LLP, Chartered Accountants, Joint Statutory Auditors of the Company are annexed to the Auditors' Report on the Financial Statements of the Company and do not contain any reportable weakness of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Your Company has a Corporate Social Responsibility (CSR) Policy which is available on the Company's website at https://www.dil-rjcorp.com/wp-content/uploads/2022/12/ Corporate-Social-Responsibility-Policy.pdf. In terms of Section 135 of the Act, a CSR Committee has been constituted.

Annual Report on CSR activities for the Financial Year 202324 as required under Section 134 and 135 of the Act read with Rules made thereunder is attached to this report as Annexure - C.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(i) in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your

Company as at March 31,2024 and of the Profit/ (Loss) of the Company for the period;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) read with Rule 8 of the Companies (Accounts) Rules, 2014, is attached to this report as Annexure - D.

OTHER INFORMATION

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34 read with Schedule V to the SEBI Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Business Responsibility and Sustainability Report for the Financial Year 2023-24 as stipulated under Regulation 34 of the SEBI Listing Regulations read with Circulars issued by SEBI, forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set-out by SEBI. The report on Corporate Governance as stipulated under the SEBI Listing Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance is also attached to the Corporate Governance Report.

LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals. Annual Listing Fee for the Financial Year 2024-25 has been paid to NSE and BSE.

ANNUAL RETURN

The Annual Return of the Company in terms of Section 92(3) and 134(3)(a) of the Act is available on website of the Company at https://dil-rjcorp.com/corporate-governance/.

REPORTING OF FRAUD BY STATUTORY AUDITORS

During the year under review, the Statutory Auditors have not reported any instance of fraud in respect of the Company, its officers or employees under Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Secretarial Standards i.e. SS-1 & SS-2 relating to meetings of the Board of Directors and General Meetings, respectively have been duly followed by the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which would impact the going concern status of the Company and its future operations.

GENERAL

Your Directors confirm that no disclosure or reporting is required in respect of the following matters/ events as no such matter/ event has taken place during the year under review:

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.

2. The Whole-time Directors of the Company do not receive any remuneration or commission from any of its subsidiaries.

3. Issue of Sweat Equity Shares.

4. No application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023-24.

5. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

6. No material changes and commitments have occurred after the closure of the Financial Year 2023-24 till the date of this Report, which would affect the financial position of your Company.

AWARDS & RECOGNITIONS

Your Company and its Executives have received various awards and recognitions, details of the same are given in the Annual Report.

ACKNOWLEDGEMENTS

Your Company's organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Company's resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the various Government Authorities, Banks/ Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels, which has been critical for the Company's success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors For Devyani International Limited