Meeting Details

The 17th Annual General Meeting (AGM) of Sapphire Foods India Limited is scheduled to be held on Tuesday, 21st July 2026 at 05:00 p.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM). The registered office at SCO 328, Sector - 9, Panchkula - 134109, Haryana is deemed to be the venue.

Ordinary Business Agenda

1. To receive, consider, approve and adopt:

  • Audited Standalone Financial Statements for FY ended 31st March 2026 with Board of Directors and Auditors Reports
  • Audited Consolidated Financial Statements for FY ended 31st March 2026 with Auditors Report

2. To appoint Director in place of Mr. Vijay Jain (DIN: 11129200) who retires by rotation and offers himself for re-appointment

3. To appoint Director in place of Mr. Kabir Thakur (DIN: 08422362) who retires by rotation and offers himself for re-appointment

Special Business Agenda

Item 4: Re-appointment of Mr. Sanjay Purohit (DIN: 00117676) as Whole-time Director & Group CEO

  • Proposed tenure: 5 years from 23rd July 2026 to 22nd July 2031
  • Remuneration breakdown:
  • Basic Salary: ₹98,02,128 per annum
  • Perquisites & Allowances: ₹2,77,58,652 per annum
  • Total annual remuneration: ₹3,75,60,780 (excluding ESOP, retirals)
  • ESOP: Stock options as per company schemes, perquisite value additional
  • Reimbursements: Actual expenses for business purposes as per company policy
  • Insurance: Life Insurance, Mediclaim, D&O insurance for self and family
  • Notice period: 3 months by either party
  • Minimum remuneration payable even in case of loss/inadequate profits
  • Remuneration period: 1st April 2026 to 31st March 2029

Item 5: Re-appointment of Mr. Sunil Chandiramani (DIN: 00524035) as Chairman and Independent Director

  • Second term of 5 years from 5th August 2026 to 4th August 2031
  • Remuneration: Not exceeding ₹40,00,000 per annum (excluding taxes)
  • Additional sitting fees and expense reimbursement for meetings
  • Remuneration period: 1st April 2026 to 31st March 2029 or until merger effective date

Item 6: Re-appointment of Ms. Deepa Wadhwa (DIN: 07862942) as Independent Director

  • Second term of 5 years from 5th August 2026 to 4th August 2031
  • Special approval required as she will attain age 75 during term (on 28th November 2030)
  • Remuneration: Not exceeding ₹40,00,000 per annum (excluding taxes)
  • Additional sitting fees and expense reimbursement for meetings
  • Remuneration period: 1st April 2026 to 31st March 2029 or until merger effective date

Item 7: Re-appointment of Ms. Anu Aggarwal (DIN: 07301689) as Independent Director

  • Second term of 5 years from 5th August 2026 to 4th August 2031
  • Will not draw any remuneration during second term

Item 8: Continuation of Mr. Sumeet Narang (DIN: 01874599) as Non-Executive Nominee Director

  • Continuation for 5 years from 22nd July 2026 to 21st July 2031
  • Will not draw any remuneration

Item 9: Appointment of Mr. Vikram Agarwal (DIN: 03038370) as Non-Executive Nominee Director

  • Appointed as Additional Director on 19th June 2026
  • Seeking shareholder approval as required under Regulation 17(1C) of SEBI LODR
  • Nominee representative of Sapphire Foods Mauritius Limited
  • Will not draw any remuneration

Financial Performance Highlights

| Particulars (₹ in million) | FY 2025-26 | FY 2024-25 | FY 2023-24 |

| Gross Income / Turnover | 26,511.99 | 24,838.82 | 22,676.55 |

| Total Expenditure | 26,907.99 | 24,658.29 | 22,022.95 |

| Profit/(loss) before tax & exceptional items | (396.00) | 180.53 | 653.60 |

| Profit/(loss) after tax | (484.60) | (63.20) | 507.68 |

Reasons for Loss/Inadequate Profits

The company attributes FY26 PAT loss to:

  • Low to negative same store sales growth due to soft consumer demand
  • New restaurant additions costs
  • Exceptional costs related to labor code implementation
  • Merger-related expenses
  • Prior operating losses accumulated (excess of expenditure over income not adjusted in subsequent years)

Merger Context

All director appointments are subject to the proposed merger with Devyani International Limited. The notice explicitly states that directors "shall not get any vested right to be the directors on the Board of the Transferee Company, upon the Scheme becoming effective." The continuity of current board composition is considered essential for seamless governance until the merger is completed.

Voting Arrangements

  • Remote e-voting period: 17th July 2026 (9:00 AM) to 20th July 2026 (5:00 PM)
  • Cut-off date for voting rights: 14th July 2026
  • Scrutinizer: Mr. Alwyn D'Souza of M/s. Alwyn D'Souza & Co.
  • AGM service provider: MUFG Intime India Private Limited
  • InstaMeet platform for virtual attendance

Foreign Investment

  • Foreign investment constitutes 51.45% of total shareholding as of 31st March 2026
  • Foreign subsidiaries operate in Sri Lanka (Pizza Hut, KFC and Taco Bell stores)
  • No direct foreign collaborations