The Board of Directors of Devyani International Limited (DIL) approved a Scheme of Amalgamation to merge three of its direct and indirect wholly-owned subsidiaries: Sky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eatery. The effective date for this merger is set for April 1, 2025. The rationale focuses on achieving better business synergies, optimizing resource utilization, and increasing overall efficiency to maximize stakeholder value. Since all transferor companies are wholly-owned, no new shares will be issued.
Internal Restructuring Approved via Merger Scheme
Devyani International Limited (DIL), referred to as the Transferee Company, announced that its Board of Directors, following a meeting on March 10, 2026, approved a comprehensive Scheme of Amalgamation. This scheme involves the merger of three entities—Sky Gate Hospitality Private Limited, Blackvelvet Hospitality Private Limited, and Say Chefs Eatery Private Limited—into DIL.
Key Details of the Amalgamation
- The effective date, or ‘Appointed Date,’ for the Scheme is scheduled for the opening hours of April 1, 2025.
- The rationale cited by the Board includes achieving better business synergies, optimizing the utilization of resources and assets, reducing operational costs, and streamlining corporate tiers to maximize stakeholder value creation.
Financial Snapshot of Entities (As of March 31, 2025)
The disclosure provided financials for the involved entities. DIL, the Transferee Company, reported a Net Worth of ₹10,381.02 million and Turnover of ₹33,493.33 million. The Transferor Companies reported the following figures:
Sky Gate Hospitality Private Limited:
- Net Worth: ₹761.14 million
- Turnover: ₹2,657.57 million
Blackvelvet Hospitality Private Limited:
- Net Worth: (₹59.46 million) (Negative)
- Turnover: ₹315.87 million
Say Chefs Eatery Private Limited:
- Net Worth: (₹0.83 million) (Negative)
- Turnover: ₹1.72 million
Impact on Shareholding and Related Party Status
The document confirms that the Transferor Companies are wholly-owned subsidiaries of DIL, classifying them as related parties. However, the transaction falls under exemptions related to transactions between a holding company and its wholly-owned subsidiary, meaning the general related party transaction regulations do not apply.
Crucially, since the scheme involves the merger of wholly-owned subsidiaries, no shares will be issued by DIL, and consequently, no Share Entitlement Ratio or Valuation Report is required. The overall shareholding pattern of the listed entity (DIL) remains unchanged following the Scheme’s sanction.
DIL’s Business Context
Devyani International Limited is noted as India’s largest franchisee of Yum Brands and a major operator of QSRs, managing over 2,000 stores across 280 cities in India and internationally as of December 31, 2025. DIL also holds exclusive franchising rights for Costa Coffee, Tea Live, New York Fries, and Sanook Kitchen in India, alongside owning proprietary brands like Biryani By Kilo and Goila Butter Chicken.
Source: BSE
