Devyani International Limited (DIL) has announced an amendment to its ongoing merger scheme with Sapphire Foods India Limited (SFIL). This update follows the termination of the Secondary Sale Transaction, where Sapphire Foods Mauritius Limited (SFML) was to sell shares to Arctic International Private Limited. Consequently, amended agreements have been approved, and the shareholding pattern post-merger will be revised, with SFML receiving DIL shares directly.
Merger Scheme Update
Devyani International Limited (DIL) has issued an update regarding its Scheme of Arrangement with Sapphire Foods India Limited (SFIL), a company listed on BSE Limited and the National Stock Exchange of India Limited. The Board of Directors, at a meeting held on August 26, 2026, approved amendments to the scheme and the merger framework agreement.
Termination of Secondary Sale Transaction
The primary driver for these amendments is the mutual termination of the share purchase agreement (SPA) between SFML and Arctic International Private Limited. This transaction, originally intended as a condition precedent for the merger’s effectiveness, will no longer proceed. SFML will now receive its entitlement of DIL equity shares directly, aligning with the treatment of other transferor company shareholders.
Revised Shareholding Post-Merger
As a result of the SPA termination, the previously disclosed post-merger shareholding of the promoter/promoter group has been revised. The updated shareholding details for Devyani International Limited (Transferee Company) show a pre-scheme Promoter & Promoter Group holding of 61.37% (75,66,02,190 shares of Re. 1/- each), which is projected to be 41.99% (75,65,61,690 shares of Re. 1/- each) post-scheme. Public shareholders’ stake is expected to increase from 38.63% to 58.01%.
For the Transferor Company (SFIL), the pre-scheme shareholding as of December 31, 2025, indicates Promoter & Promoter Group holding of 26.07% (8,37,78,225 shares of Rs. 2/- each) and Public Shareholders holding 73.93% (23,76,04,680 shares of Rs. 2/- each).
Impact and Continuity
Devyani International has clarified that these changes will not materially impact the shareholders of either the Transferor Company or the Transferee Company. The merger process is expected to continue smoothly, subject to the necessary regulatory approvals. The share exchange ratio and other core terms of the merger remain unchanged.
Source: BSE
