Devyani International Limited has received ‘no objection’ and ‘no adverse observations’ letters from the National Stock Exchange (NSE) and BSE Limited (BSE), respectively, for its proposed Scheme of Arrangement with Sapphire Foods India Limited. This development is a crucial step forward, indicating that the regulatory bodies have reviewed the proposal and found no immediate objections, paving the way for further statutory and shareholder approvals. The scheme remains subject to necessary compliances and approvals.
Key Regulatory Milestone Achieved
Devyani International Limited has announced a significant step in its proposed Scheme of Arrangement with Sapphire Foods India Limited. The company confirmed on June 15, 2026, that it has received an ‘Observation Letter with no objection’ from the National Stock Exchange of India Limited (NSE) and an ‘Observation Letter with no adverse observations’ from BSE Limited (BSE).
Scheme of Arrangement Details
This Scheme of Arrangement involves Devyani International Limited (as the ‘Transferee Company’) and Sapphire Foods India Limited (as the ‘Transferor Company’), along with their respective shareholders. The process is being conducted under Sections 230 to 232 of the Companies Act, 2013, and other applicable provisions. The receipt of these observation letters signifies that both major stock exchanges have reviewed the proposed arrangement and have not raised any objections, subject to certain conditions and ongoing compliance requirements.
Next Steps and Conditions
The company has been informed by both NSE and BSE about several conditions that must be adhered to throughout the process. These include ensuring the scheme complies with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and disclosing all ongoing legal proceedings, prosecutions, and enforcement actions against the entities involved. Furthermore, the Scheme of Arrangement is explicitly subject to the approval of the Competition Commission of India (CCI) and the Hon’ble National Company Law Tribunal (NCLT). All additional information submitted after the initial filing must be displayed on the companies’ websites and the stock exchanges’ websites within 24 hours. The observation letters are valid for six months from June 12, 2026, within which the scheme must be submitted to the NCLT.
Transparency and Disclosure Requirements
Devyani International Limited is required to ensure prominent disclosure of specific information to shareholders when seeking approval. This includes a simple explanation of the scheme, its rationale, the impact on shareholders, a cost-benefit analysis, the latest financials (not older than 6 months), and detailed shareholding patterns of promoters and promoter groups, both before and after the scheme’s effect. Details regarding registered valuers, fairness opinions, revenue, PAT, EBIDTA for the last three financial years, and details of any secondary sales of shares (such as the SFIL Secondary Sale) must also be disclosed. The company is obliged to incorporate the observations from SEBI and the stock exchanges into the petition to be filed before the NCLT.
Website Availability
Copies of the observation letters from NSE and BSE are enclosed with this announcement and are also available on the Devyani International Limited website at https://dil-rjcorp.com/scheme-of-arrangement-2026/.
Source: BSE
