Sapphire Foods, Devyani Merger Clears Exchanges, NCLT Next
By Varun Mittal
Sapphire Foods India and Devyani International’s merger scheme receives ‘no objection’ from NSE and ‘no adverse observations’ from BSE, advancing to NCLT review.
Merger Clears Exchange Hurdles
Sapphire Foods India Ltd and Devyani International Limited‘s proposed merger just cleared a major hurdle. Both companies received ‘no objection’ from the National Stock Exchange of India Limited (NSE) and ‘no adverse observations’ from BSE Limited regarding their composite scheme of arrangement.
This marks a significant step forward for the merger, which now moves towards the National Company Law Tribunal (NCLT). The observation letters are valid for six months from June 12, 2026, by which time the scheme must be submitted to the NCLT.
Key Approvals & Conditions
The exchanges have outlined specific conditions for the merger’s progression. A crucial requirement is obtaining approval from the Competition Commission of India (CCI) before the scheme can be filed with the NCLT.
- The scheme must comply with Regulation 11 of the SEBI Listing Regulations.
- Companies must disclose all ongoing adjudication, recovery proceedings, prosecutions, and enforcement actions against them, their promoters, and directors to both the NCLT and shareholders.
- Financial information used in the scheme cannot be older than six months from the stock exchange’s No Objection Certificate (NOC) date.
Mandatory Disclosures for Shareholders
To ensure transparency, both Sapphire Foods and Devyani International must provide comprehensive disclosures to their shareholders. These are vital for informed decision-making.
- A clear explanation of the scheme’s rationale, objectives, and its impact on shareholders, including potential dilution.
- A detailed cost-benefit analysis of the merger.
- Key financial data for the last three fiscal years: revenue, PAT, and EBITDA.
- Promoter-wise and aggregate shareholding patterns before and after the merger.
- Details of a secondary sale by Sapphire Foods Mauritius Limited, involving up to 5,94,55,837 Equity Shares (up to 18.5% of share capital as of December 31, 2025) to Arctic International Limited.
- Valuation details, including Registered Valuers, Merchant Bankers, methods used, and key assumptions for the Share Exchange Ratio.
No changes to the draft scheme are permitted after filing with SEBI, unless mandated by regulatory authorities.