Sapphire Foods gets exchanges' nod for Devyani merger

Sapphire Foods India Ltd has received observation letters from the National Stock Exchange of India Limited (NSE) and BSE Limited regarding its proposed merger with Devyani International Limited. The NSE issued a letter with 'no objection', while the BSE conveyed 'no adverse observations' under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The development marks a step forward in the composite scheme of arrangement between the two entities and their respective shareholders under Sections 230 to 232 of the Companies Act, 2013.

The exchanges issued their observations based on a draft scheme submitted by the companies and comments from the Securities and Exchange Board of India (SEBI). The validity of the observation letters is six months from June 12, 2026, within which the scheme must be submitted to the National Company Law Tribunal (NCLT). The exchanges clarified that the letters do not constitute approval of the financial soundness of the scheme or the correctness of statements made in the documents.

Regulatory Conditions

The observation letters outline specific conditions that Sapphire Foods India Limited and Devyani International Limited must meet. The companies must ensure the scheme complies with Regulation 11 of the SEBI Listing Regulations. Additionally, the scheme must be expressly subject to receipt of approval from the Competition Commission of India (CCI), and the companies cannot file the scheme before the NCLT until this approval is obtained.

The exchanges mandated that the companies disclose all details of ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against the entities, their promoters, and directors before the NCLT and shareholders. The companies are also required to ensure that financials considered in the scheme are not older than six months from the date of the stock exchange's No Objection Certificate (NOC).

Disclosure Requirements

The companies must provide comprehensive disclosures to shareholders to facilitate informed decision-making. These disclosures include a simple explanation of the scheme, the rationale and objectives, and a detailed explanation of the impact on shareholders, including dilution or changes in rights. A cost-benefit analysis outlining anticipated benefits versus associated costs is also required.

The following table summarizes the key financial and shareholding disclosures mandated by the exchanges:

Disclosure Requirement	Description
Financials	Revenue, PAT, and EBITDA for the last 3 financial years
Shareholding Pattern	Promoter-wise and aggregate shareholding before and after the scheme, considering two scenarios: (1) after considering the SFIL Secondary Sale and (2) without considering it
SFIL Secondary Sale	Sale of up to 5,94,55,837 Equity Shares representing up to 18.5% of share capital as of December 31, 2025, by Sapphire Foods Mauritius Limited to Arctic International Limited
Valuation	Details of Registered Valuers and Merchant Bankers, along with methods and key assumptions for the Share Exchange Ratio

The companies must also disclose details of promoters and promoter group entities intending to be reclassified in the Public Category in Devyani International Limited. The observation letters further stipulate that the companies must not make any changes to the draft scheme subsequent to filing with SEBI, except those mandated by regulators or authorities.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
+0.31%	+2.82%	+1.57%	-20.63%	-42.63%	-24.79%

GIC Private Limited has reduced its stake in Sapphire Foods India Ltd following an open market transaction on June 10, 2026. The acquirer, acting on behalf of the Government of Singapore and the Monetary Authority of Singapore, sold a total of 4,002,532 equity shares carrying voting rights. This sale reduced GIC's shareholding to 5.003% of the total paid-up share capital, a decrease from the previous holding of 6.248%.

The transaction was disclosed under Regulation 29(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Prior to the sale, the entities held a combined 20,079,810 equity shares. The sale comprised 3,550,458 shares held on behalf of the Government of Singapore and 452,074 shares held on behalf of the Monetary Authority of Singapore.

Shareholding Details

The change in shareholding affects the acquirer's position relative to both the total share capital and the total diluted share capital of the company. The total equity share capital of Sapphire Foods India Ltd remained unchanged at 321,382,905 shares, while the total diluted share capital stood at 330,383,755 shares as of the quarter ended March 31, 2026.

Entity	Shares Sold	% of Total Share Capital	% of Diluted Share Capital
Government of Singapore	3,550,458	1.105%	1.075%
Monetary Authority of Singapore	452,074	0.141%	0.137%
Total	4,002,532	1.245%	1.211%

Post-Transaction Holdings

After the disposal, the acquirer's total holding in the company stands at 16,077,278 equity shares carrying voting rights. This represents 5.003% of the total paid-up share capital and 4.866% of the total diluted share capital. The Government of Singapore now holds 14,261,397 shares, while the Monetary Authority of Singapore holds 1,815,881 shares.