Devyani International Limited to Invest in Restaurants Development Co., Ltd.
Devyani International Limited announced on March 20, 2026, that its subsidiary, Devyani International DMCC ('DID'), will invest in Restaurants Development Co., Ltd. ('RD'), which operates a chain of 274 KFC restaurants in Thailand as of September 2023, along with its holding companies White Snow Company Limited, Blackbriar Co., Ltd., and Yellow Palm Co., Ltd.The Investment and Borrowing Committee of the Board of Directors, based on a recommendation from the Audit, Risk Management & Ethics Committee, has approved an investment of approximately THB 1,210 Mn (approximately INR 3,473 Mn) in RD, through DID and Yellow Palm Co., Ltd. This investment will partially retire THB 810 Mn (approximately INR 2,325 Mn) of DID debt and fund working capital and capital expenditures for RD. The net investment by the Group is approximately THB 400 Mn (approximately INR 1,148 Mn).
DID will secure approximately THB 400 Mn (approximately INR 1,148 Mn) through a convertible loan from the Company and will obtain a short-term loan of approximately THB 810 Mn (approximately INR 2,325 Mn) from Axis Bank Limited, Dubai. This short-term loan is secured by a corporate guarantee from Devyani International Limited and will be repaid upon repayment of RD’s existing loan to DID.
The proposed investment and corporate guarantee are considered related party transactions and are being undertaken at arm's length. DID will hold 49.00% of RD’s shares post-investment, while Yellow Palm Co., Ltd. will hold 51.00%. The completion of the acquisition is expected by June 30, 2026.
| Description | Description | Description | ||
|---|---|---|---|---|
| S. No. | Particulars | (Investment by Devyani International Limited in Devyani International DMCC) | (Investment by Devyani International DMCC in Restaurants Development Co., Ltd.) | (Investment by Yellow Palm Co., Ltd. in Restaurants Development Co., Ltd.) |
| 1. | Name of the target entity, details in brief such as size, turnover etc. | Name: Devyani International DMCC ( ' DID ' ) Registeredandpaid-upsharecapital:AED 297,000,000 consisting of 2,97,000 ordinary shares of AED 1,000 each. Turnover/ Size: Not applicable (being an investment company) | Name: Restaurants Development Co., Ltd. ( ' RD ' ) Registered and paid-up share capital: THB 400,000,000 consisting of 4,000,000 ordinary shares of THB 100 each. Turnover/ Size: THB 6.13 Bn for FY 2025 | Name: Restaurants Development Co., Ltd. ( ' RD ' ) Registered and paid-up share capital: THB 400,000,000 consisting of 4,000,000 ordinary shares of THB 100 each. Turnover/ Size: THB 6.13 Bn for FY 2025 |
| 2. | Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at 'arm's length' | Investment by the Company in Devyani International DMCC ( ' DID ' ) would fall within related party transaction(s), being a subsidiary of the Company. The promoter/ promoter group/ group companies of the Company do not have any shareholding in DID. The proposed investment is at arm's length. | Investmentby DIDinRDwouldfall within related party transaction(s), being a step down subsidiary of DID. The promoter/ promoter group/ group companies of the Company do not have any shareholding in DID/ RD. The proposed investment is at arm's length. | Investment by Yellow Palm Co., Ltd. ( ' Yellow ' ) in RDwouldfall within related party transaction(s), being a subsidiary of Yellow. The promoter/ promoter group/ group companies of the Company do not have any shareholding in Yellow/ RD. The proposed investment is at arm's length. |
| Description | Description | Description | ||
|---|---|---|---|---|
| S. No. | Particulars | |||
| 3. | Industry to which the entity being acquired belongs | Investment Management | Quick Service Restaurant ('QSR') Business.Ownsandoperates chainofKFC restaurants in Thailand. | Quick Service Restaurant ('QSR') Business. Ownsandoperates chain ofKFC restaurants in Thailand. |
| 4. | Objects and impact of acquisition. (Including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity) | Further investment in subsidiary to make down-stream investments in step-down subsidiary company(ies). Line of Business: To hold the overseas investments and render business related management and technical services to the Company and its subsidiaries. | RD requires funding in the form of equity infusion partially to retire DID debt and remaining towards its working capital and capex requirements. Line of business: QSR. Owns and operates chain of KFC restaurants in Thailand. | RD requires funding in the form of equity infusion partially to retire DID debt and remaining towards its working capital and capex requirements. Line of business: QSR. Owns and operates chain of KFC restaurants in Thailand. |
| 5. | Brief details of any governmental or regulatory approvals required for the acquisition | Not applicable | Not applicable | Not applicable |
| 6. | Indicative time period for completion of the acquisition | Expected to be completed by June 30, 2026 | Expected to be completed by June 30, 2026 | Expected to be completed by June 30, 2026 |
| 7. | Consideration - whether cash consideration or share swap or any other form and details of the same | Cash consideration | Cash consideration | Cash consideration |
| 8. | Cost of acquisition and/ or the price at which the shares are acquired | The Company shall give loan convertible into equity up to ~ THB 400 Mn (equivalent to ~INR 1,148 Mn), in one or more tranches, in DID, at 8.30% p.a. or such other rate as may be mutually agreed. | DID will infuse ~THB 1,210 Mn (~INR 3,473 Mn) into RD directly as well as through Yellow. DID shall make investment up to an aggregate amount of ~ THB 592.90 Mn (equivalent to ~ INR 1,702 Mn), in one or more tranches, inRD by way of subscription of additional equity. | DID will infuse ~THB 1,210 Mn (~INR 3,473 Mn) into RD directly as well as through Yellow. Yellow shall make investment up to an aggregate amount of ~ THB 617.10 Mn (equivalent to ~ INR 1,771 Mn), in one or more tranches, inRD by way of subscription of additional equity. |
| S. No. | Description | Description | Description | |
|---|---|---|---|---|
| S. No. | Particulars | |||
| 9. | Percentage of shareholding/ control acquired and/ or number of shares acquired | Shareholding post-conversion of loan: ~56.8% | Shareholding of DID in RDpost- investment: 49.00% Post-investment, RD shall continue as subsidiary of DID and the Company. | Shareholding of Yellow in RD post- investment: 51.00% Post-investment, RD shall continue as subsidiary of Yellow and the Company. |
The conversion rate used was 1 Thai Baht (THB) = INR 2.87.
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