Devyani International Limited (DIL) announced the Board approval for the amalgamation of three wholly-owned subsidiaries: Sky Gate Hospitality, Blackvelvet Hospitality, and Say Chefs Eatery. The scheme, effective from April 1, 2025, aims to achieve better business synergies, reduce operational costs, and maximize stakeholder value. No new shares will be issued as part of this internal restructuring, meaning the shareholding pattern remains unchanged.
Internal Restructuring Approved by Board
Devyani International Limited (DIL) has formally approved a Scheme of Amalgamation involving the merger of three of its direct and indirect wholly-owned subsidiaries into the Transferee Company (DIL). The Board of Directors approved this scheme following recommendations from the Audit, Risk Management and Ethics Committee during their meeting on March 10, 2026.
Subsidiaries Involved in Merger
The merger consolidates the following entities into DIL:
- Sky Gate Hospitality Private Limited (‘Sky Gate’/ Transferor Company No. 1)
- Blackvelvet Hospitality Private Limited (‘Blackvelvet’/ Transferor Company No. 2)
- Say Chefs Eatery Private Limited (‘Say Chefs’/ Transferor Company No. 3)
Financial Snapshot of Transferors
The document provided key financial details for the merging entities as of March 31, 2025:
- Sky Gate: Net Worth of ₹761.14 million and Turnover of ₹2,657.57 million.
- Blackvelvet: Net Worth of approximately (₹59.46 million) and Turnover of ₹315.87 million.
- Say Chefs: Net Worth of approximately (₹0.83 million) and Turnover of ₹1.72 million.
DIL’s standalone Net Worth stood at ₹10,381.02 million, with a Turnover of ₹33,493.33 million for the same period.
Rationale and Scheme Objectives
The primary rationale driving this amalgamation is the achievement of better business synergies and the optimum utilization of resources and assets. The Board anticipates a reduction in operational costs, a streamlining of corporate tiers, and an overall increase in efficiency, ultimately maximizing value creation for all stakeholders.
Furthermore, Sky Gate, Blackvelvet, and Say Chefs collectively operate a significant chain of over 100 outlets, including both dine-in and cloud kitchens across more than 40 cities, with Sky Gate being notable for introducing the ‘Handi Biryani’ concept.
Key Operational Details
The appointed date for the Scheme of Amalgamation is set for the opening hours of April 1, 2025. Due to the wholly-owned subsidiary structure, the Scheme does not require the issuance of any new shares or the preparation of a Share Entitlement Ratio/Valuation Report. Consequently, the shareholding pattern of the listed entity (DIL) remains unchanged post-sanction.
As the Transferor Companies are wholly-owned subsidiaries, the transaction is considered a related party transaction but is exempted from provisions related to arm’s length pricing under applicable regulations.
Source: BSE
