Sapphire Foods to Amalgamate with Devyani International
Sapphire Foods India Limited will amalgamate with Devyani International Limited, effective April 1, 2026. Shareholders will receive 177 Devyani shares for every 100 Sapphire shares. The company also approved a merger framework agreement and the shift of its registered office to Haryana.
Amalgamation of two significant entities in the QSR space will lead to a substantial change in the corporate structure and market positioning.
The amalgamation is expected to create economies of scale, enhance operational efficiencies, and strengthen the competitive position of the combined entity, which is positive for shareholders and stakeholders.
Sapphire Foods India Limited announced that its Board of Directors has approved a scheme of arrangement for its amalgamation with Devyani International Limited. Effective from April 1, 2026, Sapphire Foods will be absorbed into Devyani International.
In consideration of the amalgamation, Devyani International will issue 177 equity shares of face value ₹1 each for every 100 equity shares of face value ₹2 each held by Sapphire Foods shareholders. The Board also approved the merger framework agreement.
The effectiveness of the scheme is subject to various statutory and regulatory approvals, including from the Competition Commission of India, stock exchanges, National Company Law Tribunal, creditors, shareholders, and other third parties. Additionally, it is conditional upon the sale of approximately 18.5% of Sapphire Foods' equity share capital by SFML to Arctic International Private Limited.
The company also approved the execution of a binding term sheet among Pizza Pete Franchising, LLC, Finger Lickin Good Franchising LLC, Yum US, Kentucky Fried Chicken International Holdings LLC, Taco Bell Corp., Pizza Hut International, LLC, Yum India, SFML, Devyani International, and Sapphire Foods India Limited, to organize current and future business operations.
Furthermore, the Board approved the shifting of Sapphire Foods India Limited's registered office from Maharashtra to Haryana, subject to member and governmental approvals. A notice for postal ballot will be sent to shareholders in due course.
The Board meeting commenced at 5:28 p.m. and concluded at 6:05 p.m. on January 1, 2026.
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Sapphire Foods India Limited filed this with the NSE as a statutory disclosure, categorised under merger. It is a primary document, not a recommendation, and the desk marks it high impact, which is the band that most often changes something.
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