Sapphire Foods India Limited has issued a postal ballot notice seeking shareholder approval for a significant corporate restructuring move. The company proposes to shift its registered office from the State of Maharashtra to the State of Haryana, requiring amendment to its Memorandum of Association.

Postal Ballot Details and Timeline

The postal ballot notice, dated January 9, 2026, outlines the complete process for shareholder voting on this strategic decision. The company has established a comprehensive timeline for the approval process.

Proposed Office Relocation

The company's registered office is currently situated at 702, Prism Tower, A Wing, Mindspace, Link Road, Goregaon (West), Mumbai - 400062, Maharashtra. The proposed shift to Haryana represents a strategic move to enhance operational efficiency.

The resolution seeks to substitute the existing Clause II of the Memorandum of Association with: "The Registered Office of the Company will be situated in the State of Haryana."

Strategic Rationale and Regulatory Requirements

According to the explanatory statement, the proposed shifting aims to facilitate seamless implementation of the Scheme of Arrangement as approved by the Board of Directors, thereby bringing operational synergies and enabling more effective business operations.

The company has emphasized that:

• The proposed shifting will not affect company operations
• No employee retrenchment will result from this move
• The shift will not be prejudicial to interests of shareholders, creditors, or other stakeholders

Regulatory Compliance and Approval Process

The resolution requires approval as a Special Resolution under Section 13 of the Companies Act, 2013. Additionally, the alteration requires approval from the Central Government through the Regional Director and Registrar of Companies.

E-voting Process and Shareholder Participation

The company will conduct voting exclusively through remote e-voting, facilitated by MUFG Intime India Private Limited. Shareholders whose email addresses are registered with the company, depositories, or the Registrar and Transfer Agent as of the cut-off date will receive the postal ballot notice electronically.

Voting rights will be proportionate to shareholding in the total paid-up equity share capital as of January 2, 2026. The results, along with the Scrutinizer's Report, will be communicated to stock exchanges and published on the company's website at www.sapphirefoods.in .

Sapphire Foods India Limited has made the audio recording of its merger announcement conference call available to investors and analysts on its website. The company informed stock exchanges that the recording of the joint call with Devyani International Limited regarding their merger announcement is now accessible on the company's investor relations portal.

Regulatory Compliance and Disclosure

The company filed the disclosure with both major stock exchanges, fulfilling its obligations under SEBI regulations:

The disclosure was signed by Company Secretary and Compliance Officer Sachin Dudam, ensuring proper regulatory compliance for the merger-related communications.

Background: Major QSR Merger Details

The merger between Sapphire Foods and Devyani International represents one of the largest consolidations in India's quick service restaurant sector. The comprehensive amalgamation involves a strategic share swap arrangement:

The Sapphire board has approved a secondary sale of 18.50% stake in Sapphire Foods by Sapphire Foods Mauritius to Devyani Promoter Arctic International, which will occur prior to the scheme becoming effective.

Investor Access and Transparency

The availability of the conference call recording demonstrates the company's commitment to transparency during this significant corporate restructuring. Investors and analysts can now access detailed discussions about the merger rationale, expected synergies, and strategic benefits of the consolidation.

This development in India's quick service restaurant landscape is expected to create a stronger combined entity with enhanced market presence and operational efficiencies across multiple QSR brands and formats.