Sapphire Foods India Ltd

Key Update

• Show Cause Notice dated 28 September 2026 issued under UP GST Act 2017 for Apr 2022–Mar 2023.
• GST short payment alleged; amount INR 21.45 million.
• Company disputes the claim; no material impact on financials or operations; evaluating notice.

Key Update

• Show cause notice dated 26 September 2026 issued under Gujarat GST Act 2017.
• Period under scrutiny: April 2022 to March 2023.
• Notice amounting to INR 14.03 million for incorrect ITC availed.
• Company states the claim is not maintainable with no material impact.

Governance / Compliance

• Show cause notice dated 25 September 2026 under Karnataka GST Act 2017 for Apr 2022–Mar 2023.
• Notice amount INR 199.90 million for incorrect ITC and short tax payment.
• Company contends the notice is not maintainable and has no material impact.
• Company evaluating notice and will respond as required.

Filing Status

• Show cause notice dated 21 September 2026 issued under Section 73 of Tamil Nadu SGST Act 2017.
• Period under scrutiny: April 2022 to March 2023.
• Notice alleges INR 214.65 million ITC inadvertent availment and short payment of interest and tax.
• Company says the claim is not maintainable and there is no material impact.
• Company is evaluating the notice and will respond as required.

Regulatory Update

• Show Cause Notice dated 21 September 2026 under Tamil Nadu SGST Act 2017.
• Period April 2023 to March 2024; demand of INR 5,168.38 million.
• Company states the notice is not maintainable and has no material impact.
• Evaluating notice and will respond as required.

Regulatory filing for merger

• Joint application filed with the Competition Commission of India for the proposed merger with Devyani International Limited.
• Filing is part of regulatory approvals for the Scheme following board approval on Aug 26, 2026.
• Board approved Amended Scheme of Arrangement on Aug 26, 2026.
• Parties to the scheme are Sapphire Foods India Limited and Devyani International Limited.
• No financial amounts or impact details disclosed.
• CCI filing indicates ongoing regulatory approvals as part of the merger process.

Scheme overview and latest changes

• Scheme under 230-232 CA 2013 merges the transferor into the transferee; transferor dissolved.
• Share exchange ratio established: 177 transferee shares for every 100 transferor shares.
• Secondary Sale Transaction terminated; SPA between SFML and Arctic ended mutually.
• Revised Scheme approved by the Board; amended merger framework; no longer conditioned on secondary sale.
• Shareholders of Transferor will receive transferee shares; SFML treated like other shareholders.
• Board intends to pursue requisite approvals; merger to proceed in ordinary course.
• Possible future secondary transaction may be pursued later, compliant with applicable laws.
• Status: Board approved revised Scheme on 26 August 2026; approvals pending.
• Effect on operations: merger to continue in ordinary course, subject to approvals.

Litigation Update

• ITAT dismissed ITD appeal against favourable CIT(A) order for Gamma Lanka; order received 13 August 2026.
• Gamma Lanka is a wholly owned subsidiary of Sapphire Foods India Limited.

Tax dispute update

• ITAT dismissed the IT Department's appeal, upholding the favourable CIT(A) order for Gamma Pizzakraft Lanka (Private) Limited.
• ITAT order received on 13 August 2026 (appeal disposed on 12 August 2026).

Business Overview

• YUM's franchisee operator in India, Sri Lanka, Maldives with KFC, Pizza Hut, Taco Bell.
• Total outlets 1,074; KFC 591, Pizza Hut 472, Taco Bell 11.
• Board-approved merger scheme with Devyani International; approvals pending.
• Strategic emphasis on smaller omnichannel formats and delivery-led growth.

Operational Highlights

• Q1 FY27 restaurant sales ₹8,882 mn; EBITDA ₹1,406 mn; EBITDA margin 15.8%.
• Adj EBITDA ₹749 mn; Adj EBITDA margin 8.4%.
• Net restaurant additions: KFC 16, Pizza Hut 5, Sri Lanka 1 in Q1 FY27.
• Expansion plan: 60–80 stores annually; 1,000 sq ft Pizza Hut densification.
• Delivery contribution rose to 43% of revenue in Q1 FY27.
• Digital kiosks deployed across 75%+ of estate; own-delivery growth.

Financial Performance

• Q1 FY27 revenue 8,882 mn up 15% YoY.
• FY26 EBITDA 4,804 mn; margin 15.4%.
• PBT before exceptional items 273 mn; margin 3.1%.
• KFC India: 3M FY27 EBITDA margin ~16.9%.
• Pizza Hut India: 3M FY27 EBITDA margin ~-3.6%.
• Sri Lanka: 3M FY27 EBITDA margin ~12%.
• Shareholding pattern as of 30 Jun 2026: Promoters 26.1%, FPIs 25.3%, Domestic MF/Insurance 39.2%, Others 9.4%.

Strategic Priorities & Outlook

• PACE SETTER cost budgeting for permanent cost reduction.
• Optimize restaurant size; expand smaller omnichannel formats.
• Delivery share growth from 21% (FY19) to 43% (Q1 FY27).
• Target 60–80 stores per year; focus on expansion.
• Push density via 1,000 sq ft Pizza Hut formats (10–15% of new restaurants).

Governance & Leadership

• Board approved merger with Devyani International; subject to regulatory approvals.
• CEO Vikrant Vohra; COO Saurabh Girdhar; CFO Vijay Jain; senior leadership listed.
• Board includes Sunil Chandiramani (Chairman) and Sanjay Purohit (Group CEO).
• Shareholding pattern update provided as of 30 Jun 2026.

Risks

• Pizza Hut India EBITDA negative; profitability risk for the segment.