Everbrands India Limited IPO

01At a glance

What the company does: runs Subway sandwich restaurants in India as master franchisee, 1,008 stores at March 31, 2026, of which 678 it operates itself and 330 are run by sub-franchisees, and sells coffee, tea and coffee machines under the Lavazza, Dilmah and its own Fresh & Honest brands (DRHP p.244, DRHP p.245).

Who pays it: diners at its Subway stores, about half through delivery apps; sub-franchisees, who pay fees and royalties; and offices, hotels and cafes that rent or purchase its coffee machines and the coffee and tea that go in them (DRHP p.39, DRHP p.43). The only customers the document names are Marriott and Hyatt, in the beverages business (DRHP p.245, DRHP p.226). It does not disclose customer concentration.

Why it is raising money: ₹326.9 crore to open 460 new company-run Subway stores in FY28 and FY29, and ₹125.0 crore to repay term loans from The Hongkong and Shanghai Banking Corporation Limited, both through the subsidiary Culinary Brands India Private Limited (DRHP p.121, DRHP p.122).

How fast it has grown: revenue from ₹548.9 crore in FY24 to ₹966.2 crore in FY26, about 32.7% a year (our arithmetic, DRHP p.79). It made a loss in each year, and the loss grew from ₹16.7 crore to ₹58.2 crore (DRHP p.79), so a profit growth rate cannot be computed.

The one thing to understand: the business earns a positive operating margin before rent, depreciation and interest, but its own store leases and expansion turn that into a loss. EBITDA was ₹98.1 crore in FY26, but after rent paid on leases the company's adjusted EBITDA was ₹28.6 crore, and depreciation of ₹122.2 crore and finance costs of ₹54.6 crore left a loss before tax of ₹53.6 crore (DRHP p.28, DRHP p.79).

02The business, in plain words

What Everbrands India does

Everbrands India is a holding company with two operating subsidiaries. Culinary Brands India Private Limited, wholly owned, runs Subway in India under master franchise agreements with Subway International B.V.; Fresh and Honest Cafe Private Limited, 76% owned with Lavazza Netherlands B.V. holding the other 24%, runs the coffee business (DRHP p.291). The Everstone group, through its Singapore company EverBrands Ventures Pte. Ltd., controls it (DRHP p.308).

A diner wants a sandwich, wrap or salad → orders at a Subway store or through a delivery app → the store bakes bread on site and assembles the order from ingredients supplied centrally through Jyoti International Foods → the company keeps the sale at its own stores, or collects royalties and fees from a sub-franchisee's store, and pays Subway Global a royalty of 6.0% to 6.5% of gross sales (DRHP p.27, DRHP p.31, DRHP p.244).

An office or hotel wants coffee → the company places a coffee machine, sold or rented, and supplies Lavazza or Fresh & Honest coffee roasted at its plant in Sri City, Andhra Pradesh, or Dilmah tea → it is paid for the machine, a monthly service fee and the consumables (DRHP p.270).

The Subway rights came in December 2021, when the Everstone vehicle purchased the Indian Subway company from Subway International for ₹0.17 crore and signed master franchise agreements for India, Sri Lanka and Bangladesh, with a right of first refusal for Nepal and Bhutan (DRHP p.287, DRHP p.244). The initial term runs to December 15, 2031 and can be extended to 2041 at the company's election (DRHP p.27). In January 2023 the company purchased 76% of Fresh and Honest Cafe from Lavazza for ₹93.7 crore (DRHP p.287), and in May 2025 it signed for exclusive distribution of Dilmah tea in India (DRHP p.260).

The model is shifting from sub-franchised stores to company-run ones. Company-run (COCO) stores went from 311 to 678 between March 2024 and March 2026 while sub-franchised (FOFO) stores fell from 501 to 330, partly because the company acquired 188 FOFO stores over the three years and converted them (DRHP p.26, DRHP p.40). The company has eight sub-franchised stores in Sri Lanka and none in Bangladesh (DRHP p.260). The beverages business had 9,455 coffee machines installed at March 2026 (DRHP p.38). It employed 4,167 permanent staff at March 31, 2026 (DRHP p.273).

Earnings equation: QSR revenue = company-run stores × average daily sales × days open + royalty and fees from sub-franchisees. The document gives average daily sales per company-run store, ₹31,962 in FY26 (DRHP p.139), but not the store-days traded in the year, so the equation can be filled only roughly. For beverages, revenue = installed machines × revenue per machine; the document gives the machine count but not the company's own revenue per machine.

03Where the money comes from

Source: DRHP p.139, DRHP p.354, DRHP p.355, converted from ₹ million. The QSR vertical was 64.74% of revenue in FY24 and 71.74% in FY26 (DRHP p.26). Sales at company-run stores went from 45.94% of revenue to 63.29%, while revenue from Indian sub-franchised stores fell from 17.53% to 7.26% (DRHP p.26).

By channel: delivery was 55.50% of company-run store revenue in FY26 and dine-in 44.50% (DRHP p.139). Revenue through delivery aggregators was ₹338.9 crore in FY26, 35.07% of revenue from operations and 48.89% of QSR revenue, against 27.12% and 41.90% in FY24 (DRHP p.39). Commission and delivery charges paid to the aggregators were 21.27% of that revenue (DRHP p.39). Sri Lanka contributed ₹1.14 crore in FY26 (DRHP p.26).

Everbrands India customers: how concentrated the revenue is

Source: DRHP p.31. The document does not give customer concentration; it describes the business as predominantly retail and cash-and-carry with no significant concentration of credit risk (DRHP p.452). Concentration sits on the supply side instead: one aggregator and logistics partner, Jyoti International Foods, supplied 60.22% of FY26 cost of goods sold, and the top ten suppliers 94.13% (DRHP p.31). Eight of the ten suppliers are not named because they did not consent (DRHP p.32).

04The growth record

Everbrands India financials: revenue, profit and margins

Source: DRHP p.77, DRHP p.79, DRHP p.80, DRHP p.138, DRHP p.411, converted from ₹ million. In rupees, revenue went from ₹548.9 crore in FY24 to ₹966.2 crore in FY26 (DRHP p.79), and the loss from ₹16.7 crore to ₹58.2 crore (DRHP p.79). The QSR vertical was 71.7% of FY26 revenue (DRHP p.26).

Our arithmetic over FY24 to FY26: revenue grew about 32.7% a year (our arithmetic, DRHP p.79), and the company's own figure is 32.68% (DRHP p.247). EBITDA grew about 50.4% a year (our arithmetic, DRHP p.138). A profit growth rate is not meaningful because there was a loss in each year (DRHP p.79). The EBITDA margin rose from 7.90% to 10.16% (DRHP p.138), up 226 basis points, while the loss margin widened from 3.04% to 6.02%, 298 basis points worse (our arithmetic, DRHP p.138). Year by year, revenue grew 30.47% in FY25 and 34.93% in FY26 (DRHP p.138).

EBITDA here is before rent, because under the lease accounting standard store rents appear as depreciation of right-of-use assets and interest on lease liabilities. The company also reports an adjusted EBITDA after rent paid: ₹14.6 crore, ₹19.8 crore and ₹28.6 crore, margins of 2.66%, 2.77% and 2.96% (DRHP p.28). Depreciation rose from ₹57.0 crore to ₹122.2 crore and finance costs from ₹25.5 crore to ₹54.6 crore, of which interest on lease liabilities was ₹43.5 crore in FY26 (DRHP p.79, DRHP p.444).

By segment, the QSR vertical lost ₹64.2 crore before tax in FY26 and the beverages vertical ₹1.4 crore; the beverages vertical had earned ₹9.0 crore before tax in FY24 (DRHP p.354, DRHP p.355). Unallocated items, mainly gains on mutual fund investments, added ₹14.7 crore in FY26 (DRHP p.354).

Operating cash flow was ₹94.2 crore in FY26 (DRHP p.80), positive in all three years. Other income was ₹25.1 crore in FY26 against a loss before tax of ₹53.6 crore, so its share of profit before tax is not meaningful (DRHP p.79). Total related-party expenses were ₹24.5 crore in FY26, 2.03% of total expenses (DRHP p.58). Working-capital days were 120 in FY24, 67 in FY25 and 33 in FY26 (DRHP p.60). Royalty paid to Subway Global was ₹77.3 crore in FY26, 8.00% of revenue (DRHP p.27). Coffee roasting capacity utilisation was 36.81% in FY26 (DRHP p.272).

Borrowings at March 31, 2026 were ₹149.7 crore, 0.24 times total equity (DRHP p.454). Lease liabilities were ₹525.6 crore (our arithmetic, DRHP p.77). The company's adjusted net debt, borrowings less cash and pledged deposits, was ₹117.4 crore (DRHP p.386); against FY26 EBITDA of ₹98.1 crore (DRHP p.411) that is about 1.2 times (our arithmetic, DRHP p.386, DRHP p.411). Return on net worth was a negative 10.16% in FY26 (DRHP p.411). The year end is March 31 throughout and there were no restatement adjustments (DRHP p.349).

05What the growth is made of

Revenue rose ₹417.3 crore from FY24 to FY26 (our arithmetic, DRHP p.79). The QSR vertical added ₹337.8 crore, the beverages vertical ₹68.4 crore and flour trading ₹11.1 crore (our arithmetic, DRHP p.354, DRHP p.355). Within QSR, sales at company-run stores added ₹359.4 crore while franchisee and marketing income fell ₹21.6 crore (our arithmetic, DRHP p.139), the result of turning sub-franchised stores into company-run ones.

Subway, more stores and some price or volume per store: company-run stores went from 311 to 678, 101, 117 and 151 opened in the three years and 71, 16 and 101 acquired from sub-franchisees (DRHP p.125, DRHP p.40). Average daily sales per company-run store rose from ₹29,671 in FY24 to ₹31,962 in FY26, about 7.7%, while sales at those stores rose about 142.5% (our arithmetic, DRHP p.139).

Same-store sales fell 2.4% in FY25 and rose 6.2% in FY26 (DRHP p.139). So almost all the increase came from having more stores. The document does not give average ticket size, order counts or menu price changes, so per-store growth cannot be split into price and volume.

Beverages, more machines and higher coffee prices: installed machines rose from 7,217 to 9,455, about 31.0%, while beverages revenue rose about 39.7% (our arithmetic, DRHP p.38). For FY26 the company names a higher average selling price of coffee as the main driver, with the machine additions behind it (DRHP p.443). Roasted coffee production was 1.23 million kg in FY24 and 1.44 million kg in FY26 (DRHP p.272); the document does not give the price per kg, so the coffee figures cannot be separated into volume and price either.

Acquisitions of sub-franchised stores cost ₹65.8 crore in FY24, ₹14.1 crore in FY25 and ₹70.3 crore in FY26 (DRHP p.80). There was no change in accounting policy over the period (DRHP p.349).

06Earnings quality

The item that needs explaining is why cash flow is positive while the company reports a loss. The answer is in the lease accounting: rent on stores is paid through the financing section of the cash flow statement, as repayments of lease principal (₹28.3 crore in FY26) and finance costs (₹51.5 crore), not through operating cash flow (DRHP p.80). Depreciation of ₹122.2 crore, a non-cash charge, is added back (DRHP p.80). After capital expenditure of ₹140.4 crore and store acquisitions of ₹70.3 crore in FY26, the company drew ₹100.0 crore of new loans and ₹132.0 crore from issuing preference shares (DRHP p.80).

Other income is mostly investment income on mutual funds: ₹6.9 crore of realised gains and ₹7.8 crore of fair value gains in FY26 (DRHP p.80). Current investments in mutual funds were ₹240.9 crore at March 2026 (DRHP p.77).

07The balance sheet

At March 31, 2026 total assets were ₹1,615.9 crore: right-of-use assets ₹503.7 crore, property, plant and equipment ₹370.5 crore, intangible assets ₹219.3 crore, goodwill ₹31.4 crore, current investments ₹240.9 crore, trade receivables ₹54.9 crore, inventories ₹47.6 crore and cash ₹17.1 crore (DRHP p.77). Against that: lease liabilities ₹525.6 crore (our arithmetic, DRHP p.77), borrowings ₹149.7 crore and total equity ₹679.4 crore, including ₹45.8 crore belonging to Lavazza's 24% of Fresh and Honest Cafe (DRHP p.77).

All borrowings are two term loans of Culinary Brands India from The Hongkong and Shanghai Banking Corporation Limited, ₹150.0 crore sanctioned, at the three-month treasury bill rate plus 3.6% (DRHP p.123, DRHP p.455). The company, Fresh and Honest Cafe and EverBrands Ventures Pte. Ltd. have given a joint guarantee for them (DRHP p.405). Contingent liabilities at March 31, 2026 were ₹84.3 crore, all disputed tax demands, and there are no outstanding bank guarantees (DRHP p.82). Capital commitments were ₹5.7 crore (DRHP p.451).

Source: DRHP p.454, DRHP p.122, our arithmetic. The after-issue figure assumes the full ₹125.0 crore goes to the March 2026 balance and nothing else changes; the company says it may repay a different loan if these are refinanced or new loans drawn before the issue (DRHP p.125). Lease liabilities are not touched by the issue. Net worth after the issue cannot be stated because the price and expenses are blank (DRHP p.454).

08What the money is for

Everbrands India IPO objects: what the money is for

Source: DRHP p.120, DRHP p.121, DRHP p.122; percentages are our arithmetic on the ₹600.0 crore gross fresh issue (DRHP p.74).

New stores: 460 company-run Subway stores, 175 in FY28 and 285 in FY29, ₹124.3 crore to be spent in FY28 and ₹202.6 crore in FY29 (DRHP p.121, DRHP p.128). The estimated cost per store is ₹0.70 crore in the North and South, ₹0.75 crore in the East and ₹0.72 crore in the West, based on contractor quotations from June 2026 for a store of about 636 square feet (DRHP p.128). For comparison, the company spent an average of ₹0.70 crore per company-run store opened in FY26 (DRHP p.125). No sites have been identified and no equipment ordered (DRHP p.45, DRHP p.46).

Loan repayment: ₹125.0 crore in FY27, against ₹149.7 crore outstanding on the two HSBC loans at March 31, 2026; the loans were taken in February 2025, May 2025 and October 2025 to reimburse and fund store capital expenditure, and prepayment may carry funding penalties at the lender's discretion (DRHP p.122, DRHP p.123, DRHP p.124).

The money reaches the subsidiary in a form not yet decided, equity, preference shares or debt (DRHP p.121). The objects have not been appraised by a bank (DRHP p.133). The company may raise up to ₹120.0 crore in a pre-IPO placement, which would reduce the fresh issue (DRHP p.74).

Into the business up to ₹600.0 crore, the fresh issue, before expenses (DRHP p.74). To selling shareholders nothing; there is no offer for sale (DRHP p.1).

09Who is selling

Everbrands India IPO offer for sale: who is selling

No shareholder is selling. The issue is a fresh issue of up to ₹600.0 crore and the offer for sale is marked not applicable (DRHP p.1). The promoters and promoter group will not participate in the issue (DRHP p.117).

10Promoters

The document names five promoters: Sameer Sain, Atul Kapur, EverBrands Ventures Pte. Ltd. (formerly known as Culinary Brands Pte. Ltd.), Everstone Stratvest Pte. Ltd. and Evergroup Limited (DRHP p.308). They were classified as promoters by a board resolution of September 28, 2026, and none is an original promoter of the company (DRHP p.311). Only EverBrands Ventures Pte. Ltd. holds shares: 82.14% of the equity shares and 57.78% on a fully diluted basis (DRHP p.308).

The chain runs from Evergroup Limited, a Cayman Islands holding company, to Everstone Stratvest Pte. Ltd., of which it holds 71.04%, to EverBrands Ventures Pte. Ltd., wholly owned by Everstone Stratvest (DRHP p.309, DRHP p.310). The document states that Sameer Sain and Atul Kapur are the ultimate beneficial owners of all three and of the company (DRHP p.311). Sameer Sain, aged 55, is the co-founder and chief executive officer of Everstone Capital Asia Pte.

Ltd. and became chairman, a non-executive director, on September 24, 2026; Atul Kapur, aged 63, is its co-founder and chief investment officer and is not on the company's board (DRHP p.308, DRHP p.295, DRHP p.85). The promoter group lists 82 entities, most of them Everstone funds and holding companies (DRHP p.312 to DRHP p.314).

Pay: the document says no benefit or amount has been paid to the promoters or promoter group in the two years before filing (DRHP p.312), and the company paid no remuneration to its non-executive directors for FY26 (DRHP p.296).

Group entities that transact with the company: Essay Commercial Resources Private Limited, a promoter group company, sold the company property, plant and equipment worth ₹24.7 crore in FY24, ₹26.9 crore in FY25 and ₹21.5 crore in FY26 (DRHP p.83). Culinary Culture India Private Limited received sponsorship fees (DRHP p.83). Both are the company's group companies (DRHP p.472).

Pledges and cases: the shareholding pattern shows no shares pledged or otherwise encumbered (DRHP p.103). There is no criminal, regulatory or material civil case against the promoters, and no SEBI or stock exchange action in five years (DRHP p.461).

Promoter economics: EverBrands Ventures took over the company in November 2021 by purchasing 10,000 shares of ₹10 at ₹10 each, subscribed to 175 rights shares at ₹300,000 each in April 2022, and received 5,077,325 bonus shares in a 499:1 bonus in May 2022 (DRHP p.109). The split of each ₹10 share into ten ₹1 shares made that 50,875,000 shares (DRHP p.109). Its weighted average cost is ₹1.60 a share (DRHP p.116). It also holds 25,258 Series A2 preference shares bought at ₹1,163 each in July 2022, ₹116.30 a share on conversion (DRHP p.110, DRHP p.98).

11Who already owns it

Everbrands India promoter holding before and after the IPO

Source: DRHP p.105; "other holders" is our arithmetic from 88,483,510 shares on full conversion (DRHP p.92). Fully diluted means after the 2,654,292 outstanding compulsorily convertible preference shares turn into up to 26,542,920 equity shares, which must happen before the red herring prospectus is filed (DRHP p.75). Before conversion there are 61,940,590 equity shares, and EverBrands Ventures holds 82.14% of them (DRHP p.74, DRHP p.105).

Promoters and promoter group hold 58.06% on a fully diluted basis (DRHP p.103), the promoter group part being 250,000 shares of Essay Commercial Resources Private Limited (DRHP p.107). The holding after the issue cannot be computed until the price fixes the number of new shares (DRHP p.107). Funds and companies outside the promoter group with 1% or more before the issue are Norwest Capital LLC at 16.48%, Playbook India Fund II at 4.15% and Enrich Agro Food Products Private Limited at 3.64% (DRHP p.105). The company has 30 shareholders (DRHP p.116).

When they came in, at prices per ₹1 share as converted: the Mankekar family holders through Series A1 preference shares in July 2022 at ₹116.30; Enrich Agro Food Products and Bikramjit Singh Kandhari through Series B in September and November 2022 at ₹155.10; Norwest Capital LLC through Series C in April 2023 at ₹205.80, ₹300.0 crore in all; and Playbook India Fund II and five other investors through Series D in December 2025 and January 2026 at ₹285.80, ₹132.0 crore in all (DRHP p.96 to DRHP p.100). Employees hold 3,342,900 stock options at an exercise price of ₹205.80 (DRHP p.117).

12What changed just before the IPO

• Revenue and losses: revenue went from ₹548.9 crore in FY24 to ₹966.2 crore in FY26 and the annual loss from ₹16.7 crore to ₹58.2 crore (DRHP p.79).
• From sub-franchised to company-run: company-run stores went from 38.30% of the network in FY24 to 67.26% in FY26 (DRHP p.30), with 101 sub-franchised stores acquired in FY26 alone (DRHP p.40).
• Receivable days: about 24 in FY24 and 21 in FY26 (our arithmetic, DRHP p.77, DRHP p.79).
• Working capital: working-capital days fell from 120 to 33 (DRHP p.60).
• Borrowing began: from nil at March 2024 to ₹50.0 crore at March 2025 and ₹149.7 crore at March 2026, all from HSBC (DRHP p.77, DRHP p.454).
• Promoter remuneration: none paid in the two years before filing (DRHP p.312).
• Pre-IPO placement: Series D preference shares at ₹2,858 each, ₹285.80 a share as converted, to Playbook India Fund II and others in December 2025 and January 2026 (DRHP p.115).
• Share split: each ₹10 share split into ten ₹1 shares, approved by shareholders in March 2026 (DRHP p.95). The only bonus issue was 499:1 in May 2022 (DRHP p.102).
• Last allotment before the IPO: 8,680,070 equity shares on conversion of Series A1 and part of Series B preference shares on September 18, 2026, for no fresh price (DRHP p.95).
• A secondary purchase: Essay Commercial Resources Private Limited purchased 25,000 shares of ₹10 at ₹675 each from an individual shareholder on April 11, 2025, about ₹67.50 a ₹1 share after the split (DRHP p.111, our arithmetic).
• The company became public: renamed EverBrands India Private Limited in November 2025 and converted to a public company with a certificate dated April 7, 2026 (DRHP p.3).
• New agreements and capacity: exclusive Dilmah distribution from May 2025, machine manufacturing at Sri City from October 2025 (DRHP p.260, DRHP p.270).
• Board: chairman Sameer Sain appointed and four nominee directors resigned on September 24, 2026; independent directors appointed from April 2026 (DRHP p.298, DRHP p.405).
• The statutory auditor did not change: B S R and Co throughout the last three years (DRHP p.87).

13Capacity and expansion

Source: DRHP p.272, DRHP p.270, DRHP p.128. Roasting utilisation was 31.54% in FY24 and 39.97% in FY25, on one shift of seven hours for 250 days (DRHP p.272). A separate passage puts total annual roasting capacity at about 4.305 million kg at the date of the document (DRHP p.271).

The issue money adds stores, not plant: 460 company-run stores at about ₹0.70 crore each, which would take the company-run network from 678 to 1,138 if no store closed (our arithmetic, DRHP p.128). The master franchise development schedule requires more than 2,500 Subway stores across India, Bangladesh and Sri Lanka by 2031, and a shortfall of more than 20% of the year-end target can lead to termination after a 180-day cure period (DRHP p.29). The document does not say how many stores the schedule requires at each year end, or how long a new store takes to break even.

14Market size and industry structure

Everbrands India industry: market size and growth

As claimed: the industry chapter is The Knowledge Company, LLP's "Industry Report on Food Services Market in India", dated September 24, 2026, commissioned and paid for by the company for the issue (DRHP p.25, DRHP p.62). The commissioned report puts the Indian food services market at ₹561,300 crore in FY2025, of which organised restaurants were ₹279,800 crore, half the market (DRHP p.180).

It sizes the organised quick service restaurant (QSR) market at ₹79,800 crore in FY2025, and the chain QSR part, brands with many outlets, at ₹45,600 crore (DRHP p.206). The chapter's first eight pages cover the world and Indian economies and size nothing in food (DRHP p.163 to DRHP p.170).

The part that is addressable: chain QSR in India for Subway, and within it burgers and sandwiches, which the commissioned report sizes at ₹12,800 crore in FY2025 (DRHP p.207); for the beverages business, packaged tea and coffee at ₹35,000 crore and the coffee vending machine base of about 1.5 lakh machines (DRHP p.225, DRHP p.230).

What the company is today: QSR revenue of ₹480.4 crore in FY25 against the ₹45,600 crore chain QSR market is about 1.1% (our arithmetic, DRHP p.354, DRHP p.206). The commissioned report gives Subway 4.8% of chain QSR outlets and 2.1% of chain QSR revenue in FY2025 (DRHP p.207), and counts Subway system sales, company and sub-franchised stores together, at ₹1,120 crore in FY2026 (DRHP p.210). In vending, the company's 8,322 machines at FY2025 are about 5.5% of the market's 1.5 lakh (our arithmetic, DRHP p.231, DRHP p.230).

Size over time: the food services market was ₹423,600 crore in FY2020, fell to ₹200,800 crore in FY2021 in the pandemic and reached ₹561,300 crore in FY2025 (DRHP p.180). Total organised QSR grew from ₹34,400 crore in FY2020 to ₹79,800 crore in FY2025, 18.3% a year, and chain QSR from ₹18,800 crore to ₹45,600 crore, 19.4% a year (DRHP p.206).

The commissioned report projects the food services market at ₹908,800 crore by FY2030, organised QSR at ₹203,000 crore and chain QSR at ₹122,000 crore, a chain QSR growth rate of 21.8% a year (DRHP p.180, DRHP p.206, DRHP p.184). It projects packaged tea and coffee at ₹50,900 crore and vending machines at 2.3 lakh by FY2030 (DRHP p.225, DRHP p.230).

Segments: the report splits food services into unorganised dhabas and roadside stalls and organised formats: QSR, casual dining, cafes, frozen desserts, pubs and bars, and fine dining (DRHP p.178, DRHP p.179). Within chain QSR, pizza was 34% in FY2025, burgers and sandwiches 28% and chicken 14% (DRHP p.206). Subway sits in burgers and sandwiches, which grew 20.2% a year from FY2020 to FY2025 (DRHP p.207). Packaged coffee was 28% of packaged tea and coffee in FY2025 and tea 72% (DRHP p.226).

What drives demand: the chapter names rising disposable incomes, nuclear families, internet and smartphone use and changing lifestyles (DRHP p.180). It points to low penetration: chain QSR is 8.2% of food services in India against 53.0% in the USA, with 35 chain QSR outlets per million urban residents against 824 in the USA (DRHP p.216). Online food delivery was ₹97,900 crore in FY2025, with aggregators such as Zomato and Swiggy taking about 89% of it (DRHP p.195, DRHP p.196). Vending demand comes from offices, about 75% of machines (DRHP p.231).

Structure: organised and unorganised players each held about half the market in FY2025 (DRHP p.180). By revenue, Domino's led chain QSR with 13.4% in FY2025, followed by KFC at 9.0%, McDonald's at 8.9%, Burger King at 4.3% and Subway at 2.1%; more than 100 brands run over 18,469 outlets (DRHP p.207, DRHP p.208). In packaged coffee, Nescafé and Bru hold about 56%; in tea, HUL and Tata about 49% (DRHP p.226). In vending, Coffee Day Enterprises had 54,100 machines in FY2025, the largest base (DRHP p.231). The report lists high rentals, thin margins, licensing, staff training and aggregator commissions of 15% to 30% as barriers to entry (DRHP p.203).

Inputs and trade: food cost is about 25% to 35% of revenue for restaurants, and edible oils, dairy, chicken, wheat and packaging have seen sharp price increases (DRHP p.203). Commercial ovens, refrigeration and coffee machines are often imported, which brings currency and duty exposure (DRHP p.203). The company imports coffee machine parts from Italy and China (DRHP p.50).

Rules: restaurants need an FSSAI food safety licence, health or trade licences, a fire certificate, pollution board clearances and shop and establishment registration, among others (DRHP p.204). Most restaurant services pay 5% GST without input tax credit since April 2025 (DRHP p.204). Packaging, single-use plastic and labelling rules apply to delivery (DRHP p.205).

What the chapter says can go wrong: rising rentals, wages and raw materials, together with subdued discretionary spending, are compressing margins and slowing same-store sales; reliance on delivery aggregators adds cost (DRHP p.216). Monthly staff attrition runs at 10% to 40% (DRHP p.217). Most major QSR chains, Subway included, saw same-store sales fall in FY2025 (DRHP p.210).

15Competitive position

Everbrands India competitors

Source: DRHP p.138, DRHP p.143, DRHP p.144, converted from ₹ million. The document gives no return on capital employed or borrowings for the peers. Other competitors named are McDonald's, Burger King, Domino's, Pizza Hut and KFC in QSR, and Indian and multinational tea, coffee and machine companies in beverages (DRHP p.51).

What the company puts forward: a made-to-order, customisable menu; small stores of 300 to 1,000 square feet without open-flame cooking, so lower set-up cost; exclusive brand rights for Subway, Lavazza and Dilmah; and an in-house roasting and machine assembly plant (DRHP p.125, DRHP p.244, DRHP p.246). Against that: it does not own the Subway brand and depends on the master franchise agreements and Subway Global's reputation; it has the lowest EBITDA margin in the table; one supplier provides 60.22% of its cost of goods sold; and it has no registered trademark of its own for the company and Culinary Brands India logos (DRHP p.26, DRHP p.31, DRHP p.58).

16Peers the company named

Peers named in the offer document: Jubilant Foodworks Limited, Devyani International Limited, Westlife Foodworld Limited, Sapphire Foods India Limited and Restaurant Brands Asia Limited (DRHP p.138).

All five run international QSR brands in India under franchise, so the business is similar in kind. All are larger: Jubilant Foodworks' FY26 revenue is about 9.8 times the company's and Westlife Foodworld's about 2.7 times (our arithmetic, DRHP p.138). None runs a beverages machine business like the company's, which was 24.90% of its FY26 revenue (DRHP p.36).

The document prints peer P/E ratios on September 25, 2026 closing prices of 85.31 for Jubilant Foodworks and 279.28 for Westlife Foodworld, with the other three loss-making (DRHP p.138), and a peer average of 182.29 (DRHP p.137). The company's FY26 basic loss per share is ₹6.79 and its net asset value per share ₹64.20 (DRHP p.138). With no price band, no P/E for the company can be stated.

17Risks, in plain words

Everbrands India IPO risks

Brand owner: the QSR vertical, all Subway, was 71.74% of FY26 revenue (DRHP p.26) → Subway Global can end exclusivity in Sri Lanka and Bangladesh, where development targets have not been met, or terminate the agreements for defaults including a store shortfall over 20% (DRHP p.26, DRHP p.29) → royalty paid to it was ₹77.3 crore, 8.00% of revenue, in FY26 (DRHP p.27).

Losses: losses grew from ₹16.7 crore in FY24 to ₹58.2 crore in FY26 (DRHP p.28) → the company attributes them to expenses exceeding revenue during the store expansion (DRHP p.29) → the issue funds 460 more company-run stores, which carry rent and staff costs that sub-franchised stores do not (DRHP p.30, DRHP p.128).

Suppliers: Jyoti International Foods supplied 60.22% of FY26 cost of goods sold and is the single logistics provider for the QSR vertical (DRHP p.31, DRHP p.46) → its agreement runs five years from 2023 (DRHP p.46) → the top ten suppliers were 94.13% (DRHP p.31).

Delivery platforms: aggregator revenue was 35.07% of FY26 revenue (DRHP p.39) → commissions of about 10% to 18% of order value, on arrangements some of which are for 12 months (DRHP p.39) → commission and delivery charges were ₹72.1 crore in FY26 (DRHP p.39).

Food safety and licences: food licences for Subway stores in Lucknow and Mumbai were suspended by food safety authorities on September 19 and September 27, 2026 (DRHP p.460, DRHP p.461) → six food safety matters are pending against the subsidiaries (DRHP p.459 to DRHP p.461) → the regulatory matters against subsidiaries number six (DRHP p.41).

Tax: tax cases against the company and subsidiaries involve ₹147.4 crore to the extent quantifiable (our arithmetic, DRHP p.463) → the largest is a ₹33.8 crore income tax demand that treats the 2022-23 preference share issue as priced above fair value (DRHP p.463) → contingent liabilities were ₹84.3 crore at March 2026 (DRHP p.82).

Coffee plant: one roasting plant at Sri City ran at 36.81% utilisation in FY26 (DRHP p.272) → green bean prices rose sharply in FY25 and FY26 (DRHP p.32) → there is no long-term green bean supply contract (DRHP p.32).

Issue-specific: Series D shares were issued at ₹285.80 as converted in December 2025 (DRHP p.115) → the promoter's average cost is ₹1.60 a share (DRHP p.116) → up to ₹120.0 crore may be placed before the red herring prospectus, and the general corporate purposes amount and expenses are blank (DRHP p.74, DRHP p.121).

18Litigation and regulatory matters

Cases against Everbrands India and its promoters

Against the promoters and directors: no criminal, regulatory, tax or material civil case, and no SEBI or stock exchange action in five years (DRHP p.461, DRHP p.462, DRHP p.463).

Criminal: none against the company. Fresh and Honest Cafe has filed two complaints over dishonoured cheques of ₹0.01 crore and ₹0.02 crore (DRHP p.461). A criminal proceeding under the food safety law names Amara Venu Madhav, chief executive of Fresh and Honest Cafe, as a former director of Coffee Day Global Limited, over licensing at a cafe outlet (DRHP p.462).

Regulatory: three cases arise from coffee samples supplied by Fresh and Honest Cafe that food analysts found misbranded or substandard, in 2019 and 2024 (DRHP p.459, DRHP p.460); one from a paneer sample at a Meerut Subway store in 2024 (DRHP p.460); and the two licence suspensions of September 2026 at Lucknow and Mumbai stores (DRHP p.460, DRHP p.461).

Tax: the company is contesting a ₹33.8 crore demand raised in March 2025 on an addition of ₹108.0 crore of alleged under-reported income from the 2022-23 preference share issue; a stay application was rejected because 20% of the demand was not paid (DRHP p.463). Fresh and Honest Cafe is contesting a ₹43.4 crore service tax demand on vending-machine beverages from 2011 to 2017 before the tribunal (DRHP p.463).

Culinary Brands India faces a GST show cause notice for ₹30.9 crore over the rate on franchise fees and royalty, stayed by the Punjab and Haryana High Court, VAT demands of ₹4.5 crore on franchise fees, and transfer pricing demands of ₹14.3 crore, ₹4.5 crore, ₹5.1 crore and ₹4.1 crore for four assessment years (DRHP p.464, DRHP p.465). Civil: no material civil litigation (DRHP p.459).

19Related-party transactions

Source: DRHP p.83, DRHP p.84, DRHP p.405, our arithmetic for the remuneration totals. Essay Commercial Resources and Culinary Culture India are entities under the control of a director of the ultimate controlling entity, and V and S Corporation is a firm in which a director is a partner (DRHP p.83). The document does not say what property, plant and equipment Essay Commercial Resources supplied. Capital creditors to Essay Commercial Resources were ₹4.1 crore at March 2026, against ₹0.27 crore a year earlier (DRHP p.405). Related-party expenses were ₹27.1 crore, ₹29.2 crore and ₹24.5 crore in the three years (DRHP p.58).

What appeared or changed in the two years before filing: Essay Commercial Resources became a shareholder in April 2025 (DRHP p.111); sponsorship and advertising with Culinary Culture India stopped after FY25 (DRHP p.83); EverBrands Ventures Pte. Ltd. joined in guaranteeing the HSBC loans of ₹150.0 crore taken from February 2025 (DRHP p.405); and pay for the new chief financial officer and company secretary began in FY26 (DRHP p.84).

20What the offer document does not say

Customer concentration is not disclosed. Average ticket size, number of orders and menu price increases are not given, so store sales growth cannot be split into price and volume. Store-level profit and payback period for a new company-run store are not given. The year-by-year store targets in the Subway development schedule are not disclosed. Return on capital employed is not given for the company or its peers.

Revenue per installed coffee machine is not given for the company. The utilisation of the coffee machine assembly line is not given. Eight of the top ten suppliers are not named (DRHP p.32). What Essay Commercial Resources supplied as property, plant and equipment is not described. The general corporate purposes amount, offer expenses and the price band are blank.

Two inconsistencies are recorded as document matters, not business ones: total expenses for FY26 are ₹1,208.5 crore in the related-party risk factor and ₹1,044.1 crore in the profit and loss statement (DRHP p.58, DRHP p.79); and roasting capacity is 3.91 million kg in the capacity table and about 4.305 million kg in the business description (DRHP p.272, DRHP p.271).

21Five questions for management

1. What were the number of orders and average ticket size at company-run stores in FY25 and FY26, and how much of the 6.2% same-store growth in FY26 was price?
2. What store-level profit after rent does an average company-run store opened in FY24 earn today, and how many months does a new store take to break even?
3. How many stores does the Subway development schedule require at the end of each year to 2031, and how many stores were open against that target at March 2026?
4. What did Essay Commercial Resources supply as property, plant and equipment worth ₹21.5 crore in FY26, and how were the prices compared with other vendors?
5. What was revenue per installed coffee machine in FY24 and FY26, and how much of the 39.7% rise in beverages revenue came from higher coffee prices?

1Sources and cited facts

This study was read from 1 document the company filed. The 196 figures it cites are listed under the document each came from, with the page and the sentence as printed.