Dear Members,
Your directors are pleased to present the 17th Annual Report on the
business and operations of Sapphire Foods India Limited ("Company") together
with the audited financial statements for the financial year ended 31st March 2026.
Financial Results and Performance
The financial statements of the Company have been prepared in
accordance with the applicable provisions of Indian Accounting Standards find AS"),
Companies Act, 2013 and Rules made thereunder ("Companies Act"), Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") and such other applicable rules, regulations,
guidelines, etc., as amended from time to time.
The Company's financial (standalone and consolidated) performance
during the financial year ended 31st March 2026 as compared to the previous financial
year, is summarized below:
(Rs. in Millions)
| Particular |
Standalone |
Consolidated |
|
F.Y. 2025-26 |
F.Y. 2024-25 |
F.Y. 2025-26 |
F.Y. 2024-25 |
| Total Income |
26,511.99 |
24,333.32 |
31,533.61 |
29,190.79 |
| Less: Total Expenses |
26,907.99 |
24,653.29 |
31,666.62 |
23,306.43 |
| Profit/ (Loss) before tax |
(630.70) |
(27.36) |
(372.60) |
231.36 |
| Less: Total tax expense/toreclit) |
(146.10) |
35.34 |
(53.06) |
64.32 |
| Profit/ (Loss) after Tax. |
(484.60) |
(63.20) |
(319.54) |
167.04 |
| Total Comprehensive lnoorne/(Loss) for the year, net of tax |
(497.62) |
(77.66) |
(299.83) |
207.75 |
During the year under review, the total income of your Company was Rs.
26,511.99 million on a standalone basis and Rs. 31,533.61 million on a consolidated basis
as compared to the previous financial year total income of Rs. 24,838.82 million on a
standalone basis and Rs. 29,190.79 million on a consolidated basis. The net loss for the
year under review after total tax expense stood at Rs. 484.60 million on a standalone
basis and 319.54 million on a consolidated basis.
The Company has not transferred any amount to the general reserves.
There was no change in the nature of the business of the Company during the year under
review.
Business Operations and State of Company's Affairs
Sapphire Foods India Limited, directly and through its' subsidiaries,
is one of the largest franchisees of Yum! Brands Inc. in Indian sub-continent with a track
record of successfully operating 1052 Restaurants of KFC, Pizza Hut and Taco Bell across
India and Sri Lanka.
For complete detail on Business Operations and State of Company's
Affairs, please refer to the section of 'Management Discussion and Analysis Report' which
forms an integral part of this Annual Report.
Dividend
During the financial year under review, your directors have not
recommended any dividend to the shareholders of the Company.
The Board of Directors of your Company has adopted Dividend
Distribution Policy based on the parameters as specified under Listing Regulations. The
Policy can be accessed from the website of the Company at https:// www.sapphirefoods.in/investors-relati
on/corporate- governance.
The Company has not transferred any amount to the Investor Education
& Protection Fund (IEPF) and no amount is lying in Unpaid Dividend Account of the
Company.
Scheme of Arrangement between Sapphire Foods India Limited
("Transferor Company") and Devyani International Limited ("Transferee
Company") and their respective shareholders
The Board of Directors at its meeting held on 1st January 2026,
approved the scheme of arrangement between Sapphire Foods India Limited ("Transferor
Company"/"Company") and Devyani International Limited ("Transferee
Company") and their respective shareholders ("Scheme") under Sections 230
to 232 and other applicable provisions of
the Companies Act, 2013, read with the Companies (Compromises,
Arrangements and Amalgamations) Rules, 2016 and other rules and regulations framed
thereunder. Pursuant to the Scheme, with effect from the Appointed Date (defined in the
Scheme as 1st April 2026), the Transferor Company shall stand amalgamated with and
absorbed into the Transferee Company,
The effectiveness of the Scheme is subject to the receipt of required
statutory and regulatory approvals and other customary conditions precedent, including
approvals / non-objections from the BSE Limited and National Stock Exchange of India
Limited; Competition Commission of India; National Company Law Tribunal; creditors and
shareholders of the Transferor Company and Transferee Company and other third parties such
as contractual counterparties. The effectiveness of the Scheme is also conditional on the
transfer by sale of 5,94,55,837 (Live Crore Ninety Lour Lakh Lifty Live Thousand Eight
Hundred and Thirty Seven) fully paid up equity shares of Rs. 2 (Rupees Two) each of the
Transferor Company, by Sapphire Poods Mauritius Limited (promoter of the Transferor
Company) to Arctic International Private Limited (group company of the Transferee
Company), representing about 18.5% (Eighteen Point Live Percent) of the fully paid up
equity share capital of the Transferor Company. ("Secondary Sale Transaction").
In consideration of the amalgamation of the Transferor Company with the
Transferee Company, the Transferee Company shall issue and allot to shareholders of the
Transferor Company 177 (One Hundred and Seventy Seven) equity shares of the Transferee
Company of Rs. 1/- each fully paid up for every 100 (One Hundred) equity shares of Rs. 2/-
each fully paid up, held by the shareholders of the Transferor Company, whose name is
recorded in the register of members and/ or records of the depository on the Record Date
Shifting of Registered Office of the Company
The Board of Directors at its meeting held on 1st January 2026, subject
to the receipt of approval of the Members of the Company, Central Government (through
Regional Director / Registrar of Companies) and such other statutory / regulatory
approvals, as may be necessary, approved the shifting of Registered Office of the Company
from the State of Maharashtra to the State of Haryana and consequent amendment to Clause
II ("situation clause") of the Memorandum of Association of the Company
The proposed shifting of Registered Office of the Company and
consequent amendment to Clause II was approved by the members of the Company through
postal ballot on 8th Lebruary 2026. Subsequently, an application was made with the
Regional Director (Western Region) for the aforesaid proposed shifting which was approved
by the Regional Director vide Order dated 21st April 2026.
As on the date of this report and pursuant to the receipt of the Order
from the Regional Director, the Board of Directors has accorded their consent for shifting
the Registered Office of the Company from the existing address i.e., 702, A Wing, Prism
Tower, Mindspace, Link Road, Goregaon (West), Mumbai - 400062' to 'SCO 328, Sector - 9,
Panchkula -134109, Haryana.', subject to receipt of approvals from the respective
Registrar of Companies.
Subsidiaries, Joint Venture and Associate Companies
As at the close of the financial year 31st March 2026, your Company has
two wholly-owned subsidiary companies viz., Gamma Pizzakraft Lanka (Private) Limited, Sri
Lanka & Lrench Restaurants (Private) Limited, Sri Lanka and one subsidiary / joint
venture viz., Gamma Island Rood Private Limited, Maldives.
Apart from the above, no other company has become or ceased to be a
subsidiary, joint venture or associate of the Company during the financial year under
review.
In pursuance of Section 136 of the Companies Act, the annual report of
the Company containing its standalone and consolidated financial statements has been
uploaded on the website of the company. Lurther, financials of the subsidiaries, are
available on the website of the Company at https://www.sapphirefoods.in/investors-relation/annual-
reports .
The highlights of performance and financial position of each of the
subsidiary company for the financial year ended 31st March 2026, are provided in form
AOC-1, in accordance with the provisions of Section 129 of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014. The form AOC-1 is enclosed with the
Consolidated Linancial Statements and forms an integral part of this Annual Report.
Your Company, in accordance with the Listing Regulations, has
formulated and adopted the policy for determining material subsidiaries. The said policy
is available on the website of the Company at https://www.sapphirefoods .
in/investors-relation/corporate-aovernance.
Share Capital Authorised Share Capital
As on 31st March 2026 the authorised share capital of the Company
stands at Rs. 467,01,20,000 divided into 233,50,60,000 Equity shares of face value Rs. 2
each.
Issued, Subscribed and Paid-up Share Capital
As on 31st March 2026, the issued, subscribed and paid-up capital of
the Company stands at Rs. 64,27,65,810 comprising of 32,13,82,905 equity shares of face
value of Rs. 2 each.
During the year under review, your Company had issued and allotted
1,92,011 equity shares to its eligible employees pursuant to the exercise of stock options
under Employee Stock Option Schemes.
The Company has not issued any shares with differential rights and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
Employee Stock Option Plan / Schemes
With a view to attract, reward and retain talented and key employees in
the competitive environment and encourage them to align their individual performance with
Company objectives, your Company has implemented Sapphire Foods Employees Stock Option
Plan 2017 ("ESOP Plan") which was originally approved by the Board of Directors
and the Shareholders of the Company on 24th May 2018 and 30th May 2018 respectively and
subsequently ratified by the shareholders of the Company post IPO. Sapphire Foods
Employees Stock Option Scheme 2019 - Scheme
III - Management other than CEO ("Scheme III"), Sapphire
Foods Employees Stock Option Scheme 2019 - Scheme
IV - CEO ("Scheme IV"), Sapphire Foods Employee Stock Option
Scheme 2022 - Scheme 111A - Management other than CEO ("Scheme IIIA") and
Sapphire Foods Employee Stock Option Scheme 2022 - Scheme IVA - CEO ("Scheme
IVA") (hereinafter collectively referred to as "ESOP Schemes") forms an
integral part of the ESOP Plan. With a view to reward loyalty for past services with the
Company, retention of critical employees and align employees' interest with company's
performance and shareholder's interest, the Company has granted, from time to time, stock
options to the eligible employees under the said ESOP Plan / Schemes. During the year
under review, there were no material changes in the Employee Stock Option Plan / Schemes
(ESOPs) of the Company.
The Nomination and Remuneration Committee is entrusted with the
responsibility of implementation and administration of the ESOP Plan / Schemes.
The details of ESOP are provided in the notes to accounts in the
financial statements forming part of this Annual Report and the disclosures as mandated
under Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") are made available
on the website of the Company at https://www.sapphirefoods.in/investors-
relation/Updates . Certificate from M/s. Alwyn Jay & Co., Secretarial Auditors of
the Company, with respect to the implementation of ESOP Plan / Schemes in accordance with
SEBI SBEB & SE Regulations shall be placed before the members at the ensuing Annual
General Meeting of the Company.
The Company has not issued any sweat equity shares during the year
under review and hence no information as per the provisions of the Companies Act and SEBI
SBEB & SE Regulations is furnished thereto.
Credit Rating
As at the end of the financial year 31st March 2026, long term rating
on the bank lines of your company is [ 1CRA]A and the long term/short term unallocated
limits is [ICRA] A / [ICRA1A2+.
Deposits
The Company has not accepted or renewed any amount falling within the
purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement
for furnishing details relating to deposits covered under Chapter V of the Companies Act
or the details of deposits which are not in compliance with Chapter V of the Companies Act
is not applicable.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the financial year
under review, as prescribed under Listing Regulations, is presented as a separate section
which forms an integral part of this Annual Report.
Report on Corporate Governance
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by
Securities and Exchange Board of India. A separate report on Corporate Governance for the
financial year ended 31st March 2026 is appended to this report and forms an integral part
of this Annual Report.
A certificate from Practicing Company Secretary confirming compliance
with the conditions of Corporate Governance under Listing Regulations is also annexed to
the report on Corporate Governance.
Environment, Social and Governance & Corporate Social
Responsibility Practices
Environment, Social and Governance (ESG) has long been an integral to
our journey and your company recognize it as a continuous path that requires a clear
strategy and roadmap. As part of the ESG journey, your company is committed for
integrating environmental, social, and governance (ESG) considerations into our business
operations, guided by our four strategic pillars - Food, People, Planet and Governance.
These pillars serve as the foundation for our ESG approach, emphasizing on sustainability,
responsible practices, and long-term value creation for our stakeholders.
During the financial year under review, S&P Global Ratings had
assigned ESG Score of 73 (Methodology Year: 2025) to the Company Your Company was ranked
No.l* QSR Brand in India for the third consecutive year, No.3* amongst Global QSR
Companies and placed at 98th percentile amongst QSR globally on Dow Jones Sustainability
Index (DJSI). Further, your Company is only Indian QSR Company to publish ESG report under
GRI, SASB and BRSR standards for the fourth consecutive year
The ESG Report for FY2026 is published alongside this Annual Report and
can be accessed at https://www .
sapphirefoods.in/investors-relation/annual-reports.
In accordance with the provisions of Section 135 of the Companies Act,
2013 and Rules made thereunder, your Company has formed the CSR Committee (widely known as
CSR & ESG Committee) to monitor CSR & ESG activities of the Company The details of
the Committee and its terms of reference are set out in the Corporate Governance Report
forming part of this Report.
The Board of Directors has approved a CSR Policy for the Company which
provides a broad framework with regard to implementation of CSR activities carried out by
the Company in accordance with Schedule VII of the Act. The CSR Policy is available on the
Company's website at https://www.sapphirefoods.in/investors-relation/
corporate-governance.
The Business Responsibility and Sustainability Report
("BRSR") as mandated under Listing Regulations, detailing the various
initiatives taken by your Company from the Environmental, Social and Governance
perspective, forms part of this annual report and is appended hereinbelow. The Annual
Report on CSR activities as prescribed under the Companies Act and Rules made thereunder
is also annexed to this report.
74s per DJSI Rating release as on 21st November 2025
Directors and Key Managerial Personnel
The Board of Directors is constituted in accordance with the provisions
of the Companies Act and Listing Regulations and Articles of Association of the Company.
The Company has received relevant disclosures and declarations from the Directors and none
of them are disqualified from being appointed as Director in terms of Section 164 of the
Companies Act and Listing Regulations.
Your Board consists of eminent personalities with considerable
professional expertise and credentials in finance, law, accountancy, retail and other
related skills and fields. Their wide experience and professional credentials help the
Company with strategy formulation and its implementation, thereby enabling its growth
objectives. This is detailed in the Corporate Governance Report which is annexed hereto.
As on 31st March 2026, the composition of Board of Directors of your
Company was as under:
| Sr. No. |
Name of Director |
Designation |
DIN |
| 1. |
Mr. Sum Chanclirarnan |
Chairman & Independent Director |
00524035 |
| 2 |
Mr. Sanjay Purohit |
Whole Time Director & Group CEO |
00117676 |
| 3 |
Mr. Vijay Jam |
Executive Director & CFO |
11129200 |
| 4. |
Mr. Surneet Narang |
Non-Exec utive Nominee Director |
01374599 |
| 5. |
Mr. KabirThakur |
Non-Exec utive Nominee Director |
03422362 |
| 6. |
Mr. Vi nod Narnbiar |
Non-Exec utive Nominee Director |
07290613 |
| 7. |
Ms. Arm Aggarwa |
Independent Director |
07301639 |
| 3. |
Ms. Deepa Waclhwa |
Independent Director |
07362942 |
| 9. |
Mr. Kushal Agarwal |
Non- Executive Nominee Director |
11523795 |
During the period under review, Mr. Vikram Agarwal (DIN: 03038370),
Non-Executive Nominee Director resigned from the Board of Directors of the Company
effective from 28th May 2025. Consequently, the Board of Directors at their meeting held
on 28th May 2025 based on the recommendation of Nomination and Remuneration Committee, had
appointed Mr. Vijay Jain (DIN: 11129200) as an Additional Director designated as Executive
Director and Chief Financial Officer ("ED & CFO") which was regularized by
the members at their 16th Annual General Meeting of the Company held on 8th August 2025.
Further, Mr. Rohit Mutthoo (DIN: 10386059), Non- Executive Nominee
Director had resigned from the Board of Directors of the Company effective from 17th
October 2025. Consequently, the Board of Directors at their meeting held on 6th February
2026, based on the recommendation of Nomination and Remuneration Committee, had appointed
Mr. Kushal Agarwal (DIN:11528795) as an Additional Director, in the capacity of
Non-Executive Nominee Director which was regularized by the members of the Company through
postal ballot dated 26th March 2026.
Further, the existing term of Mr. Sanjay Purohit (DIN: 00117676),
Whole-time Director & Group CEO is set to expire on 22nd July 2026. The Board of
Directors at their meeting held on 28th April 2026, based on the recommendation of
Nomination and Remuneration Committee, has re-appointed Mr. Sanjay Purohit as Wholetime
Director & Group CEO of the Company, effective immediately from the expiry of his
present term of office, i.e. from 23rd July 2026 for a tenure of 5 (five) consecutive
years. The regularization of Mr. Sanjay Purohit as Wholetime Director & Group CEO
shall be placed before the shareholders at the ensuing 17th Annual General Meeting of the
Company.
Pursuant to applicable provisions of Listing Regulations, the
continuation of a Director serving on the Board of Directors of a listed entity shall be
subject to the approval by the Members at a general meeting at least once in every five
(5) years from the date of their appointment or reappointment, as the case may be. Mr.
Sumeet Narang (DIN: 01874599) was appointed as the Non-Executive Nominee Director (nominee
representative of Sapphire Foods Mauritius Limited), of the Company, not liable to retire
by rotation effective from 22nd July 2021. The period of five years as per Regulation 17(1
D) of Listing Regulations is set to expire on 21st July 2026. The Board of Directors at
their meeting held on 28th April 2026, based on the recommendation of Nomination and
Remuneration Committee, has approved appointment/continuation of Mr. Sumeet Narang, Non-
Executive Nominee Director, not liable to retire by rotation, from the expiry of his
present term of office i.e. effective from 22nd July 2026 for a tenure of 5 (five)
consecutive years. The regularization of Mr. Sumeet Narang as Non- Executive Nominee
Director shall be placed before the shareholders at the ensuing 17th Annual General
Meeting of the Company.
Retirement by Rotation
In terms of Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Vijay Jain, Executive Director & CFO and Mr. Kabir
Thakur, Non- Executive Nominee Director of the Company, retires by rotation and being
eligible, offers themselves for reappointment at the ensuing 17th Annual General Meeting
of the Company
The brief profile in terms of Regulation 36 of Listing Regulations and
the Secretarial Standards on General Meetings (SS-2), in respect of the directors seeking
appointment/re-appointment has been annexed to the notice of the 17th Annual General
Meeting.
Independent Directors
Mr. Sunil Chandiramani, Ms. Anu Aggarwal and Ms. Deepa Wadhwa were
appointed as Independent Directors of the Company, effective 5th August 2021, for a fixed
term of five years from the date of their respective appointment/ regularization by the
shareholders. Mr. Sunil Chandiramani has been designated as the Chairperson of the Board
of Directors.
Further, the first term of Mr. Sunil Chandiramani, Ms. Anu Aggarwal and
Ms. Deepa Wadhwa is set to expire on 4th August 2026. The Board of Directors of the
Company at their meeting held on 28th April 2026, based on the recommendation of
Nomination and Remuneration committee, had re-appointed Mr. Sunil Chandiramani, Ms. Anu
Aggarwal and Ms. Deepa Wadhwa, as an Independent Directors of the Company, not liable to
retire by rotation, effective immediately from the expiry of their present term of office
i.e. from 5th August 2026 to hold office
for a second term of 5 (five) consecutive years. Mr. Sunil Chandiramani
shall continue to serve Chairman on the Board of Directors of the Company. The
regularization of Mr. Sunil Chandiramani, Ms. Anu Aggarwal and Ms. Deepa Wadhwa as
Independent Directors shall be placed before the shareholders at the ensuing 17th Annual
General Meeting of the Company.
The Company has received declarations from the Independent Directors of
the Company confirming that they continue to meet the criteria of independence, as
prescribed under applicable provisions of the Companies Act and Listing Regulations. The
Independent Directors have also confirmed that they have complied with the Code of Conduct
of the Company and that they have registered themselves as an Independent Director in the
data bank maintained with the Indian Institute of Corporate Affairs. The Independent
Directors of the Company are not liable to retire by rotation.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise in the fields of
strategy, planning and execution, management and leadership, functional and managerial
experience, legal and risk management, corporate governance systems and practices,
finance, banking and accounts, retail, etc. and they hold highest standards of integrity
and are independent of the management.
Except as stated above, there were no other changes in the Directorship
of the Company
Key Managerial Personnel
Pursuant to the provisions of Sections 2(51) and 203 of the Companies
Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the following persons are the Key Managerial Personnel ("KMP") of
your Company:
| Name of the KMP |
Designation |
| Mr. San lay Purohit |
Whole Time Director St Group CEC> |
| Mr. Vijay Jam |
Executive Director St Chief Financial Officer |
| Mr. Sachin Du darn |
Company Secretary St Compliance Officer |
During the year under review, there has been no change in the Key
Managerial Personnel of the Company.
Board Meetings
During the financial year 2025-26, six (6) meetings of the Board of
Directors were convened and held. The meetings were held as per the business requirements
and the maximum gap between any two Board Meetings is within the permissible limits as
prescribed under the Companies Act and Listing Regulations.
The details of the composition of the board, meetings held during the
year and the attendance of the directors at the Board Meetings, inter-alia, are provided
at Report on Corporate Governance, forming part of this Report.
The Company has complied with the Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) on meetings of Board of Directors and
General Meetings.
Board Committees
The Board of Directors of the Company has constituted the following
Committees in order to effectively carry out some of the diverse functions of the Board:
Audit Committee
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Risk Management Committee
CSR & ESG Committee
Operations Committee
The details of the composition of these committees of the Board,
meetings held during the financial year, etc. are set out in the Report on Corporate
Governance, forming part of this Report.
Board Evaluation
In accordance with the provisions of the Companies Act and Listing
Regulations, the Board of Directors conduct formal evaluation, on annual basis, of its own
performance and that of its committees and individual directors including chairperson. The
Nomination and Remuneration Committee is mandated for formulating criteria for evaluation
of performance of the Board of Directors and its Committees and Directors.
The details of board evaluation during the financial year under review
are set out in the report on Corporate Governance, forming part of this Report.
Nomination and Remuneration Policy
In compliance with Section 178 of the Companies Act, 2013 and
Regulation 19 of Listing Regulations, the Board of Directors have formulated and adopted
Nomination and Remuneration Policy for the Company, covering following objectives:
To lay down criteria and terms and conditions for identifying
persons who are qualified to become Directors & KMPs and who may be appointed /
reappointed in Senior Management of the Company.
To provide framework for remuneration of Directors and Employees
and align with the Company's business strategies, values, key priorities and goals.
To provide for rewards linked directly to the effort,
performance and achievement of Company's targets by the employees.
Lormulating the criteria for performance evaluation of all
Directors.
Succession Planning for Board and Senior Management.
Board Diversity
The salient features of this policy have been disclosed in the Report
of Corporate Governance, forming part of this Report. The Nomination and Remuneration
Policy of the Company can be accessed on the website of the Company at https://www.sapphirefoods.in/investors-
relation/corporate-governance .
Particulars of Employees
The disclosures pertaining to remuneration and other required
information pursuant to Section 197(12) of the Companies Act read with Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect
of Directors, Key Managerial Personnel's and Employees of the Company, is appended to this
report and forms part of this Annual Report.
The disclosure pertaining to remuneration as required under provisions
of Section 197(12) of the Companies Act read with Rule 5(2) & 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Annual Report. In terms of Section 136(1) of the Act and the rules made thereunder, the
Report and Financial Statements are being sent to the shareholders excluding the said
information. Any shareholder interested in obtaining copy of the aforesaid information,
may send an email to the Company Secretary and Compliance Officer at
investorGsapphirefoods.in.
Auditors Statutory Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants (Firm
Registration No. 117365W) were appointed as Statutory Auditors of the Company at Annual
General Meeting held on 8th August 2025, for a term of five consecutive years to hold
office from the conclusion of 16th Annual General Meeting (AGM) till the conclusion of
21st Annual General Meeting of the Company. The auditors have confirmed that they are not
disqualified from being appointed as Statutory Auditors of the Company and that they hold
a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
The report given by the Statutory Auditors on the Financial Statements
(Standalone and Consolidated) of the Company for the financial year ended 31st March 2026
is annexed to the Financial Statements, forming an integral part of this Annual Report.
The Auditors' Report read together with Annexures referred to in the Auditors' Report for
the
financial year ended 31st March 2026 does not contain any
qualification, reservation, adverse remark or disclaimers.
During the year under review, the Statutory Auditors have not reported
any matter of fraud under Section 143(12) of the Companies Act.
Internal Auditors
The Company had appointed M/s. Protiviti India Member Private Limited,
as Internal Auditor Partner for carrying out the activities of Management Testing of
Internal Financial Controls and Internal Audit of various business/ functions process for
the financial year 31st March 2026.
The Company has designated Mr. Balkrishna Chaturvedi as Internal
Auditor of the Company, in compliance with the provisions of Section 138 of the Companies
Act, 2013 and Rules framed thereunder.
Internal Audit Reports are reviewed by the Audit Committee of the
Company at their meetings held during quarterly intervals. The Internal Auditor/Partner
carry out their functions as per the scope of work assigned and place their reports at the
meetings of the Audit Committee, during quarterly intervals.
Secretarial Auditors
M/s. Alwyn Jay & Co., Practicing Company Secretaries (Firm
Registration No. P2010MF-I021500) were appointed as Secretarial Auditors of the Company at
Annual General Meeting held on 8th August 2025, for a term of five consecutive years from
the financial year 2025-26 to hold office from the conclusion of 16th Annual General
Meeting (AGM) till the conclusion of 21st Annual General Meeting of the Company for
carrying out secretarial audit and requisite certifications as mandated under Companies
Act and Listing Regulations. The auditors have confirmed that they are not disqualified
from being appointed as Secretarial Auditors of the Company and that they hold a valid
certificate issued by the Peer Review Board of the Institute of Company Secretaries of
India.
The Secretarial Audit Report for the financial year ended 31st March
2026 received from M/s. Alwyn Jay & Co., Secretarial Auditor of the Company is annexed
to this report and forms an integral part of this Annual Report. The Report does not
contain any qualifications, reservations, adverse remarks, disclaimers or reporting of
fraud.
Cost Auditors
The Company is not required to maintain cost records, as specified by
the Central Government under section 148 of the Companies Act, 2013 and Rules made
thereunder.
Particulars of Investments, Loans, Guarantees and Securities
The full particulars of the loan, investments, guarantees and
securities, in accordance with the applicable provisions of
the Companies Act, 2013 and Listing Regulations made by your Company
during the financial year 2025-26, if any, has been furnished at the Notes to Accounts of
the Financial Statements forming an integral part of this Annual Report.
Particular of Contracts or Arrangements with Related Parties
The Related Party Transactions are placed at the meetings of the Audit
Committee for their respective approval. Prior omnibus approval of the Audit Committee is
obtained by the Company on an annual basis for Related Party Transactions that are
foreseeable and repetitive in nature. A detailed statement of such Related Party
Transactions entered into pursuant to the omnibus approval so granted are placed at the
meetings of the Audit Committee for their review on a quarterly basis. The half yearly
statement on the Related Party Transactions are also filed with the respective stock
exchanges on which the equity shares of the Company are listed.
The Related Party Transactions entered during the financial year under
review were in the ordinary course of business and on arm's length basis. There were no
significant material related party transactions entered into by the Company with any
related party during the financial year under review. Thus, the disclosure under Section
134 of the Companies Act, 2013 as per specified form AOC-2 is not applicable to the
Company.
The details of Related Party Transactions as per Indian Accounting
Standard - 24 (Ind AS 24) are given under Note 37 forming part of the Notes to Account of
the Standalone Financial Statements to this Report.
Pursuant to the provisions of the Companies Act and Listing
Regulations, your company has formulated a policy on Related Party Transactions for the
purpose of identification and monitoring of such transactions, which is available on the
website of the Company at https://www .
sapphirefoods.in/investors-relation/corporate-aovernance.
Annual Return
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of
the Companies Act, 2013, the copy of the Annual Return of the Company for the financial
year ended 31st March 2026 is placed at the Company's Website and can be accessed at https://www.sapphirefoods.in/investors-
relation/updates .
Risk Management Policy
Adequate Risk Management Framework is a necessity for the purpose of
Risk Assessment and minimization/ mitigation of risks involved in business activity. The
Company has laid down a robust risk management framework for identification and management
of risks that could adversely affect the Company. The Company has formulated Risk
Management Policy in order to achieve the following objectives, inter-alia:
To ensure that ait the current and future material risk
exposures of the Company are identified, assessed, appropriately mitigated, minimized and
managed i.e. to ensure adequate systems for risk management.
To establish a framework for the company's risk management
process and to ensure its implementation.
To enable compliance with appropriate regulations, wherever
applicable, through the adoption of best practices.
To assure business growth with financial stability.
In terms of the provision of Regulation 21 of Listing Regulations, the
Board of Directors has constituted a Risk Management Committee. The details with respect
to its terms of reference, composition and meetings held during the part of the financial
year under review are set out at the Report on Corporate Governance, annexed to this
Report. The Audit Committee has additional oversight in the area of financial risks and
controls. The major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
The Risk Management Policy is also available on the website of the
Company at https://www.sapphirefoods.in/
investors-relation/corporate-aovernance. For more details on risk management framework,
please refer to the section of 'Management Discussion and Analysis Report' which forms an
integral part of this Annual Report.
Vigil Mechanism
The Company believes in the conduct of the affairs of its constituents
in a fair and transparent manner by adopting the highest standards of professionalism,
honesty, integrity and ethical behavior.
Your Company has adopted a Whistle Blower Policy to provide a mechanism
for the employees, vendors and suppliers to report genuine concerns about any unethical
behavior, actual or suspected fraud or violation of your Company's Code of Conduct.
The constituents concerned, including employees of the Company, are
encouraged to voice their concerns internally and at a high level and to disclose
information which the individual believes shows malpractice or impropriety. A designated
email id whistleblowerGsapphirefoods.in has been created and disseminated through this
policy/code to the concerned stakeholders to voice their grievances. The access of this
designated email id is mapped and made available to the members of the Audit Committee
including its Chairperson.
The provisions of this policy are in line with the provisions of
Section 177 (9) of the Companies Act, 2013 and Regulation 22 of Listing Regulations. All
cases registered under the whistle blower policy of the Company are subject to review by
the Audit Committee. The Whistle Blower policy of the
Company is available on the Company's website at https:// www.sapphirefoods.in/investors-relation/corporate-
governance .
Disclosure under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
In line with the requirements of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), your
Company has in place a policy on prevention, prohibition and redressal of sexual
harassment at workplace. All employees (permanent, contractual, temporary, trainees)
including at store level, are covered under this policy.
As per the rules made under the POSH Act, the Company has constituted
an Internal Complaints Committee (ICC) to redress the complaints received pertaining to
sexual harassment at workplace. The Committee meets, as and when required, to discuss
various cases received and to address the same uniformly across the organization.
The details of the complaints received during the financial year
2025-26 are as follows:
| Particulars |
No. of Complaints |
| Complaints pending as on start of the financial year re. 1st
April 2025 |
1 |
| Complaints received during the financial year under review |
5 |
| Complaints disposed off during the financial year under
review |
5 |
| Complaints pending as on end of the financial year i.e. 51st
March 2026 |
1 |
An update on the aforesaid complaints received and resolved, were
placed at the meetings of the Audit Committee during quarterly intervals.
A statement with respect to the compliance of the provisions relating
to the Maternity Benefit Act, 1961
The Board affirms that the Company remains fully committed to upholding
its Maternity Policy in strict compliance with applicable laws, including the Maternity
Benefit Act, 1961, and in alignment with internal human resource protocols.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The activities of the Company are not energy intensive as the Company
is not engaged in any manufacturing activity. Further, no technology has been developed
and / or imported by way of foreign collaboration.
For complete details, please refer to the section of 'Business
Responsibility and Sustainability Report' which
forms an integral part of this Report. The particulars with regard to
Foreign Exchange Earnings and Outgo are given in Standalone and Consolidated Financial
Statements, forming part of this Annual Report.
Disclosure of Orders Passed by Regulators or Courts or Tribunal
During the financial year under review, there were no significant/
material orders passed by the Regulator, Courts, Tribunals, etc. which could have an
impact on the going concern status and the Company's operations in future.
Further, there were no applications made or any proceedings pending
under the Insolvency and Bankruptcy Code, 2016.
Internal Financial Controls
Your Company has aligned its current systems of internal financial
control with the requirement of the Companies Act, 2013. The Internal Control Framework is
intended to increase transparency and accountability in an organization's process of
designing and implementing a system of internal control. Your Company has successfully
laid down the framework and ensured its effectiveness. The internal controls are
commensurate with the size of the Company and the nature of its operations. These have
been designed to provide reasonable assurance with regard to recording and providing
reliable financial and operational information, complying with applicable statutes,
safeguarding assets from unauthorized use, executing transactions with proper
authorization and ensuring compliance with corporate policies.
M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company
have audited the financial statements included in this annual report and have issued an
attestation report on our internal control over financial reporting (as defined in section
143 of Companies Act 2013).
The internal audit department along with the external partners/
consultants carry out internal audit of the Company's business/ functional activities. The
audit is based on an internal audit plan, which is reviewed each year in consultation with
and approved by the audit committee. The audit committee reviews reports submitted by the
internal auditor, internal audit partner and statutory auditor. Basis inputs received from
the audit committee, suggestions for improvement are considered and the audit committee
follows up on corrective action.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal
auditor, statutory auditors and external partner/consultant, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during the financial year ended 31st March 2026.
Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the Board of
Directors hereby confirms that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed and there are no material departures;
b. 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 the Company as on 31st March 2026 and
of the profit/loss of the Company for that year;
c. they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts of the Company on a going
concern basis;
e. they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and operating effectively;
f. they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Material Changes and Commitments, if any, affecting Financial Position
of the Company
Except as disclosed in this report, no material changes and commitments
which could affect the Company's financial position, have occurred between the end of the
financial year of the Company and date of this report.
Acknowledgements and Appreciation
The Board places on record its appreciation for the support and
co-operation, your company has been receiving from its various stakeholders including
Customers, Suppliers, Business Partners and Associates, Financial Institutions, Regulatory
Bodies and Central & State Governments.
Your Directors appreciate and value the contribution made by every
member of the Sapphire Family.
| For and on behalf of the Board Sapphire Foods India
Limited |
|
| Sunil Chandiramani |
Sanjay Purohit |
| Chairman and |
Whole Time Director |
| Independent Director |
and Group CEO |
| DIN: 00524035 |
DIN:00117676 |
| DATE: 28th April 2026 PLACE: Mumbai |
|
|