(vii) Guarantees/security given by the Company on behalf of the other party
a) The Company has given a corporate guarantee of THB 2,500 million to Bangkok Bank Public Company Limited (Thailand) in respect of term loan and other credit facilities availed by Restaurant Development Co. Ltd. (subsidiary company). The amount of corporate guarantee outstanding as at 31 March 2025 in ' amounts to ' 6,271.37 (31 March 2024: ' 5,689.24) .
b) The Company has given a corporate guarantee of USD 0.5 million and NGN 250 million in current financial year and NGN 1,250 million in previous financial year to Standard Chartered Bank (Nigeria) in respect of term loan and other credit facilities availed by Devyani International (Nigeria) Ltd.(subsidiary company). The amount of corporate guarantees outstanding as at 31 March 2025 in ' amounts to ' 126.32 (31 March 2024: ' 78.31).
c) As at 31 March 2025 and 31 March 2024 the Company has provided a letter of support for financial and operational assistance to RV Enterprizes Pte. Limited, Devyani International Nigeria Limited, Blackbriar Company Limited, Restaurant Development Co,. Ltd, White Snow Company Limited and Yellow Palm Company Limited for ongoing operations for at least 12 months from the reporting dates.
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39. CONTINGENT LIABILITIES, COMMITMENTS AND OTHER CLAIMS
(to the extent not provided for)
Contingent liabilities, other claims and contingent assets:
(a) Claims against the Company not acknowledged as debts-:
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|
Particulars
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As at 31 March 2025
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As at 31 March 2024
|
|
(i) Claims made by direct and indirect tax authorities:*
|
|
|
|
(i) Goods and service tax (on account of input credit mismatches)
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38.45
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20.85
|
|
(ii) Value added tax
|
2.79
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2.79
|
|
(iii) Service tax
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4.01
|
15.37
|
|
(iv) Income tax (on account of expense disallowances)
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277.61
|
258.71
|
| |
322.87
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297.72
|
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(ii) Others (miscellaneous claims in relation to Company's operations) #
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4.57
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8.07
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*Against the total tax demand of ' 322.87 (31 March 2024:' 297.72), the Company has filed appeals before various tax authorities. Based on management's internal assessment, 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 standalone 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.
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(b) Others
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Particulars
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As at 31 March 2025
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As at 31 March 2024
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Commitments:
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|
|
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a. Estimated amount of contracts remaining to be executed on capital account and not provided for
[(net of advances of ' 53.43 (31 March 2024: ' 47.87)]
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62.26
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1,009.62
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b. Guarantees issued on behalf of subsidiaries for business purposes
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6,397.69
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5,767.55
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Note:
1. The Company has entered Development Agreements with Yum Restaurant (India) Private Limited and Costa International Limited. Based on such agreements, the Company has commitments to open specified number of restaurants under respective agreements from time to time. The amount of such commitments is not quantifiable as of now.
2. During the years ended 31 March 2025 and 31 March 2024 the Company has provided a letter of support for financial and operational assistance to RV Enterprizes Pte. Limited, Devyani International Nigeria Limited, Blackbriar Company Limited, Restaurant Development Co,. Ltd, White Snow Company Limited and Yellow Palm Company Limited for ongoing operations for at least 12 months from the reporting dates.
3. As per the Investment Agreement (agreement) entered between the Company and other parties, including Camas, an affiliate of Temasek (refer note 49), the Company on completion of the time period and after serving a notice in the manner as provided in the agreement, has an option to purchase the shares held by Camas in DMCC at an exit consideration defined in the agreement. The management of the Company believes, that to exercise the said option, there are uncertainties around availability of free cash flows to exercise such option and hence basis this evaluation, the Company had not accounted for such option in the standalone financial statements.
40. EMPLOYEE BENEFITS
A. Defined contribution plan
An amount of ' 308.91 (31 March 2024: ' 291.20) 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'
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.
D. Code of Social Security
The Code on Social Security, 2020 ("the Code") relating to employee benefits during employment and postemployment 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.
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.
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 49,00,000 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 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.
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 16 June 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.
Note: The aforementioned schemes have been defined prior to giving effect to stock split from ' 10/- to ' 1/- dated 25 March 2021.
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.
On 11 November 2024 Nomination and Remuneration Committee adopted the "Incentive Policy for Middle and Senior Management" ("incentive policy"). As per the policy, the difference between the maturity value and the exercise price is the "gain" for a Grantee. The Company assures the gain equal to 100% of the annual salary of the respective Grantee. In case, the aggregate gain on all the vested options of the respective Grantee is less than his/ her annual salary, then the shortfall, if any, shall be paid by the Company by way of performance award to the Grantee, provided the Grantee remains on the pay-roll of the Company as on the date of settlement of performance award. The Company shall not be liable to pay the performance award in case the Grantee has exercised and sold any share arising out of the options until the date of settlement of performance award.
The Company has recognised liability of ' 9.01 for the same refer note 19. The liability will be due for payment after the period of 4 years and 3 months from the grant date of the options covered in the incentive policy.
The measuremet of liability is arrived through report of a registerd valuer using Monte Carlo model. Key inputs used in the estimation of value of liability are:
- risk-free rate of 6.65%
- volatility of 37.29%
- exercise price of the option of ' 162.90
- annual salary on the date of grant
The number of options covered under the incentive policy are 1,030,400
(C) Guarantees
(i) The Company has given a corporate guarantee of THB 2,500 million to Bangkok Bank Public Company Limited (Thailand) in respect of term loan and other credit facilities availed by Restaurant Development Co. Ltd.(subsidiary company). The amount outstanding as on 31 March 2025 amounts to ' 6,271.37 (31 March 2024 5,689.24).
(ii) The Company has given a corporate guarantee of USD 0.5 million and NGN 250 million in current financial year ended 31 March 2025 and NGN 1,250 million in previous financial year ended 31 March 2024 to Standard Chartered Bank (Nigeria) in respect of term loan and other credit facilities availed by Devyani International (Nigeria) Ltd. (subsidiary company). The amount outstanding as on 31 March 2025 amounts to ' 126.32 (31 March 2024: 78.31)
* refer note 7 for particulars of the loans given.
# refer note 6A and 6B for full particulars of the investments made.
## the above investments are shown at cost as per financial reporting requirements.
** The investments and loans have been impaired during the previous year and current year (refer note 48)
Note: For other commitments refer note 39(b)
Note: The above loans and investments have been given for the general purpose except the investment made in Devyani International DMCC for the purpose of onward acquisition of operating entities in Thailand.
4. CAPITALISATION OF EXPENDITURE INCURRED DURING CONSTRUCTION PERIOD (REFER NOTE 3A & 3B)
The Company has commenced certain quick service restaurants (stores) during the year ended 31 March 2025 and 31 March 2024. Certain directly attributable costs are incurred on commissioning of the quick service restaurants up to the date of commercial operations. These costs have been apportioned to certain property, plant and equipment on reasonable basis. Details of such costs capitalised is as under :-
45. IMPAIRMENT OF NON-CURRENT ASSETS
Impairment assessment of non current assets (other than goodwill and franchisee rights)
In accordance with Ind AS 36 ""Impairment of Assets"", the Group has identified individual quick service restaurant (store) as a separate cash generating unit (CGU) for the purpose of impairment assessment. 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,beacuse these specific cash store are separately identifiable.
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, which is even used by the management for the purpose of there internal reviews. Due to higher operating costs or decline in projected sales growth, certain stores have been impaired in the current and previous years for which impairment losses have been recognized and impairment reversals have occurred for certain stores where operational performance has been better than the anticipated one.
Goodwill and franchisee rights on business combination
During the earlier years, the Company had acquired 73 stores from Yum Restaurants (India) Private Limited ("Yum") in the States of Karnataka, Andhra Pradesh and Telangana (except in the city of Hyderabad) as per business purchase agreement dated 11 December 2019. Goodwill and other intangible assets (representing non exclusive franshisee rights) generated/acquired through the said acquisition were as mentioned below :
In accordance with the requirements of Ind AS 36, Impairment of Assets (Ind AS 36), the Company has performed an annual impairment assessment of such franchisee rights and goodwill, which is mandatory as per Ind AS 36 for assets with indefinite life. Till previous year, franchisee rights were being amortised by the management (refer note 5), hence the same were tested for impairment, if any indicator existed till previous years along with the specific stores to which these were allocated too.
Each store is considered to the be the independent cash generating unit (CGU) by the Company as each store has capability to generate independent cash flows and fulfils the requirements of Ind AS 36 also for reporting purposes.
The goodwill and franchisee rights are allocated to the three territories in whole, acquired by the Company under the said acquisition as the Company has rights of operate the acquired stores and the expand within the acquired territories with non-exclusive rights. Hence, the recoverability of the goodwill and franchisee rights is monitored by the management of the Company basis the stores (CGUs) operating in the territories (aggregating CGUs operating with in the territories) and plans to open new stores with in the territories.
Based on the above assumptions, recoverable value against assets mentioned above, exceeds carrying value of assets of CGUs in the territories acquired by ' 3,421.99 as at 31 March 2025. Hence, no impairment is required to be recorded.
Further, since there is significant headroom between carrying values of CGUs and recoverable value determined, recoverable value still after a reasonable change as mentioned below continues to be higher then carrying value of CGUs.
The management of the Company has assessed and considered reasonable changes in the key assumptions as disclosed above and conluded that these reasonable possible changes in inputs used for calculating recoverable values will not lead carrying values to exceed recoverable values in any instance.
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 2025 and 31 March 2024.
48. ASSESSMENT OF INVESTMENT IN AND LOAN TO SUBSIDIARY COMPANY
The Company holds 87.19% (31 March 2024: 87.00%) of equity share capital and 76.00% (31 March 2024: 76.00%) preference share capital of RV Enterprizes Pte. Limited (hereinafter referred to as "RVE"). The value of investments (equity and preference shares) as at the year end is ' 728.51 (31 March 2024: ' 726.79). The value of the loans to RVE, including interest accrued thereon is ' 433.30 (31 March 2024: ' 433.30). RVE is a special purpose vehicle, which has invested the funds in Devyani International (Nigeria) Limited (a step down subsidiary) through investment in shares and grant of loans USD 3.75 million(~' 252.51) (31 March 2024: USD 3.75 million(~' 252.51)) and USD 16.51 (~? 1376.71) (31 March 2024: USD 16.56 million(~' 1,361.57)), respectively.
During the current year and previous year, the step down subsidiary has generated loss of ' 320.86 (31 March 2024: ' 2,420.29) and based on the cashflow projections of the step down subsidiary, RVE has impaired the investment and loans amounting to USD Nil (31 March 2024: USD 3.75 million) and USD 0.20 million (31 March 2024: USD 16.51 million), respectively.
As at 31 March 2025 and 31 March 2024, the management of the Company assessed the recoverability of the investments and loans by carrying out a valuation of the stepdown subsidiary's business with the help of an external valuation expert using the discounted cashflow method which resulted into the impairment of the said balances and accordingly the Company recognised Impairment of ' 1.72 (31 March 2024: ' 1,160.09), which has been presented as impairment of non current assets /exceptional item (refer note 30/32).
Key assumptions used in the calculating the recoverable value of the step down subsidiary:
- discount rates 22.40% (31 March 2024: 26.30%)
- terminal growth rate 3.00% (31 March 2024: 3.00%)
Major reasons which results in impairment in previous year was significant devaluation of the functional currency of Nigerian entity against USD.
49. INVESTMENT IN DEVYANI INTERNATIONAL DMCC
The Company holds 51% of equity share capital of Devyani International DMCC, Dubai (hereinafter referred to as "DID"). The carrying value of investment in DID as at 31 March 2025 is ' 3,427.07 (as at 31 March 2024 is ' 3,427.07 ). The Company and Camas, an affiliate of Temasek, invested AED 150.47 million (~ ' 3,407.85) and AED 145.53 million (~ ' 3,295.96) respectively, in DID under the Investment Agreement dated 18 December 2023 in ratio of 51:49. DID is subsidiary of the Company wherein the Company holds majority stake (51%) and has power to govern all relevant activities of DID thereby
establishing control over DID. Under the Investment Agreement, Camas has an exit right by way of a put option towards the other party (holding company of the Company) after an agreed period as per the agreement itself.
On 17 January 2024, DID acquired Restaurants Development Co., Ltd. ("RD") (step down subsidiary) , operating chain of 283 KFC restaurants in Thailand and expansion rights therein, by way of acquiring controlling interest in RD and its related entities for the consideration of THB 4,681.99 million (~ ' 10,913.28 ) including payment of erstwhile shareholder's loan, pursuant to the Share Purchase Agreement dated 18 December 2023. Under the said agreement, DID has obtained power to govern all relevant activities of RD and its related entities and has therefore, established its control over the aforesaid entities.
As DID has invested and acquired RD and its related entities, the recoverability of investment of the Company depends upon the performance of RD and its related entities being further investments of DID. Therefore, for impairment assessment perspective, RD and its related entities in whole, are a cash generating unit (CGU).
Impairment assessment
In accordance with the requirements of Ind AS 36, to determine whether the carrying value of the CGU exceeds its recoverable value as at 31 March 2025, the Company has performed an annual impairment assessment of investment basis impairment indicator identified which is lower financial performance of CGU than anticipated at the time of acquisition. The recoverable value of CGU used in impairment assessment is determined based on cash flow projections for next five years approved by the management of the CGU and the Company with certain assumptions as mentioned below:
50. SCHEME OF AMALGAMATION-BETWEEN WHOLLY OWNED SUBSIDIARIES
The Board of Directors of the Company ("Board") at its meeting held on 13 December 2021, had approved the amalgamation of Devyani Food Street Private Limited and Devyani Airport Services (Mumbai) Private Limited (erstwhile wholly-owned subsidiary companies) (here in after referred as "transferor companies") with the Company. The Hon'ble National Company Law Tribunal had approved the scheme vide Order dated 13 July 2023 with appointed date as 01 April 2022. The Scheme became effective upon filing of the certified true copy of the Order with the Registrar of Companies, NCT of Delhi & Haryana, on 18 August 2023 (being effective date).
During the previous year, with effect from the appointed date, the entire business and whole of the undertaking (including all assets, titles, licenses, liabilities, rights, commitments and obligations) of the transferor companies, without any further act, instrument or deed, stood transferred to and vested in the Company, as a going concern.
As the transferor companies are wholly owned subsidiaries of the Company i.e. the entire issued, subscribed and paid up share capital of the transferor companies were held by the Company and upon this Scheme becoming effective, entire such capital stood cancelled and the Company was not required to issue and allot any shares to the shareholders of the transferor companies in accordance with the Scheme. The intercompany balances also stood cancelled on the appointed date by virtue of the Scheme.
Accounting Treatment:
The Company had accounted for such merger in accordance with "Pooling of interest method" of accounting as laid down in Appendix C of IND AS-103 Business Combinations of Entities Under Common Control notified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as specified in the Scheme.
Further, on the effective date, the authorised equity share capital ' 645.00 and authorised preference share capital ' 30.00 of the transferor companies stands transferred to the Company without payment of any additional fees or charge as per the Scheme.
52. INVESTMENT IN JOINT VENTURES
Investment in Devyani PVR INOX Private Limited, a joint venture
During the year ended 31 March 2025, the Company has entered into an agreement with PVR INOX Limited and jointly incorporated an entity, namely ""Devyani PVR INOX Private Limited"" on 26 July 2024 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. Further, the arrangement has been considered as a joint venture basis on the jointly controlled matters agreed with parties under the arrangement. However the Company holds 51% economic interest within the joint venture.
Investment in Devyani RK Private Limited, a joint venture
During the year ended 31 March 2024, the Company has entered into an agreement with R.K. Associates & Hoteliers Private Limited ("RKAHPL') and jointly incorporated an entity, namely 'Devyani RK Private Limited' ("DRKPL') on 30 January 2024 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. Further, the arrangement has been considered as a joint venture basis on the jointly controlled matters agreed with parties under the arrangement. However the Company holds 51% economic interest within the joint venture. The joint venture has not started its business operations as of the reporting date.
53. ADDITIONAL REGULATORY INFORMATION NOT DISCLOSED ELSEWHERE IN THE STANDALONE FINANCIAL INFORMATION
a) During the current and previous year, 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.
c) During the current year and previous year, the Company does not have any charge which is yet to be registered with ROC beyond the statutory period for the financial year ended 31 March 2025. However during year ended 31 March 2024, in some cases the satisfaction of charges were yet to be registered with ROC due to pending NOC from banks for the loans already repaid to the banks.
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 During the year ended 31 March 2025 (31 March 2024 : refer note 55).
f) The Company has not received any fund during the year ended 31 March 2025 (31 March 2024: Nil) 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 ended 31 March 2025 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) (31 March 2024: Nil).
(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. (31 March 2024: Nil)
(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 during the year ended 31 March 2025 (31 March 2024: Nil).
(j) During the year ended 31 March 2025 and 31 March 2024,the Company has followed cost model while valuing its property, plant & equipments. The same is in accordance with the reporting standard.
56. AUDIT TRAIL
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts) Amendment Rules 2021 requiring companies covered under the Act, which uses accounting software for maintaining its books of accounts, shall only use such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the user details and the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses accounting softwares for maintaining its accounting records, sales invoicing and inventory management. During the year, the audit trail (edit log) feature at the application level was operating for all relevant transactions recorded in such software. However, the audit trail (edit log) feature for any direct changes made at the database level was not enabled for the such accounting softwares.
The Company uses another accounting software for maintenance of payroll records which is operated by a third-party software service provider. As per the 'Independent Service Auditor's Report on a Description of the Service Organization's System and the Suitability of the Design and Operating Effectiveness of Controls' (based on the criteria for a description of a service organization's system as set forth in DC Section 200, 2018 Description Criteria for a Description of a Service Organization's System in a SOC 2 Report, in AICPA Description criteria), the audit trail (edit log) feature for any direct changes made at the database level and changes made at application level was operating throughout the period for all relevant transactions recorded in the software.
Further, for all the accounting softwares, the audit trail has been preserved by the Company as per the statutory requirements for record retention as applicable, execpt for database level for accounting sofware used for maintaining its accounting records, sales invoicing and inventory management.
57. Subsequent to the year end 31 March 2025, the Board of Directors of the Company on 24 April 2025, has approved acquisition of up to 80.72% equity stake, on fully diluted basis, in Sky Gate Hospitality Private Limited ("Sky Gate") [excluding the business of Krazy Kebab Co. and its investment in Peanutbutter] for a total consideration of ' 4,196.00.
58. The Company has generally been regular in depositing provident fund dues for employees on time, except in few cases due to Aadhaar Card demographic mismatches. The Company has already initiated the necessary steps to minimise such mismatches in future.
59. The previous year numbers have been regrouped/reclassified wherever necessary to confirm the current year presentation. The impact of such reclassification/regrouping is not material.
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