Devyani International Ltd. announces an acquisition

The Scheme provides for 177 fully paid-up equity shares of Devyani International of Re 1 face value for every 100 fully paid-up equity shares of Sapphire Foods India of Rs 2 face value held by Sapphire shareholders.^[1]

Pro-forma capital impact

• Pre-scheme Devyani share capital: 1,23,28,72,291 equity shares of Re 1 each.
• Post-scheme equity share capital: 1,80,17,20,032 equity shares of Re 1 each.^[2]
• New shares issued to Sapphire shareholders: 5,68,83,27,741 shares, derived from the difference between the post- and pre-scheme counts.
• Pro-forma equity share capital: approximately Rs 180.17 Crores, versus approximately Rs 123.29 Crores pre-merger, derived at Re 1 face value per share.^[2]
• Increase in issued equity capital: approximately Rs 56.88 Crores, or 46.14% versus the pre-scheme share count.

The practical effect is share-count dilution for existing Devyani shareholders: Sapphire shareholders would own approximately 31.57% of the enlarged post-merger equity on the disclosed share counts, while existing Devyani shareholders would represent approximately 68.43%. This is a pro-forma capitalisation calculation; it does not by itself measure the economic value created by the merger or the relative market value of the two companies.

The merger-scheme pro-forma combined net debt and aggregate KFC plus Pizza Hut store count could not be confirmed from the cited material.

Do not substitute Devyani’s reported consolidated net debt of Rs 869.14 Crores for Q1 FY27 ^[3], as that is not the post-merger pro-forma figure.

CCI approval is not the merger’s effective date. The approval received on 30 October 2026 was under Section 31(1) of the Competition Act; the CCI’s detailed order was still to follow. The Scheme itself is under Sections 230–232 of the Companies Act, 2013. ^{[4] [5]}

Milestones that can be confirmed

• CCI detailed order: The approval communication was issued, but the detailed CCI order remained awaited. ^[5]
• SEBI/stock-exchange process: The company’s Regulation 37 application for a no-objection letter was reported as pending. ^[6]
• NCLT process: The cited material does not confirm an NCLT approval or hearing milestone for the Sapphire Foods–Devyani Scheme.
• Shareholder voting: The cited material does not state the required shareholder classes, meeting process, voting thresholds, or whether the requisite resolutions have been passed.
• Other statutory filings and conditions: The Scheme’s detailed conditions precedent, including the filing of the NCLT order with the Registrar of Companies, cannot be confirmed from the cited extracts.

A potential source of confusion is the reported NCLT First Motion Order dated 23 July 2026, which relates to the separate amalgamation of Sky Gate Hospitality and its wholly owned subsidiaries with Devyani, not the Sapphire Foods merger. ^[7]

Effective-date timeline

Management’s stated timeline for the effective date of the Sapphire Foods merger is not confirmed in the cited filings or news extracts. The available disclosure establishes that the transaction remains subject to the remaining regulatory and corporate-process steps; it does not provide a definitive month, quarter, or target date for effectiveness. The Scheme’s appointed date was reported as 1 April 2026, but that is not the same as the effective date. ^[8]