Devyani International Limited (DIL) has executed a Shareholders' Agreement with PVR INOX Limited for establishing a new company for development and operation of food courts situated within shopping malls in India. Purpose of entering into the Shareholders' Agreement is to incorporate a new company for development and operation of food courts situated within shopping malls in India. In terms of the Shareholders' Agreement, Devyani and PVR INOX shall invest in the equity share capital of the proposed company in the ratio of 51:49, respectively.

The proposed company shall inter alia undertake business relating to development and operation of food courts situated within shopping malls in India. No consideration has been exchanged between Devyani and PVR INOX. However, upon incorporation, Devyani and PVR INOX shall invest in the share capital of the proposed company, in the ratio of 51:49 respectively, subject to necessary approvals, if any.

a) Existing food court businesses in shopping malls that are currently in operation by Devyani or PVR INOX shall not form part of the proposed company's business till expiry/termination/renewal of such contracts. b) Shareholders' Agreement inter-alia also provides for customary covenants relating to reserved matters and transfer restrictions. c) Devyani and PVR INOX shall appoint Directors in the proposed company as per the Shareholders' Agreement.