Devyani International Limited has received observation letters from the National Stock Exchange of India and BSE for its proposed Scheme of Arrangement with Sapphire Foods India Limited. NSE issued a 'no objection' observation letter and BSE issued a letter with 'no adverse observations' on June 12, 2026. The board of Devyani International had approved the scheme on January 1, 2026. The scheme involves the amalgamation of Sapphire Foods India Limited into Devyani International.
SEBI provided comments on the draft scheme. Devyani International and Sapphire Foods must ensure compliance with Regulation 11 of the SEBI Listing Regulations. The companies must disclose all details of ongoing adjudication and recovery proceedings against the entities, promoters, and directors before the NCLT and shareholders. Promoter shareholding before and after the scheme must also be disclosed.
Details of a secondary sale of up to 5,94,55,837 equity shares of Sapphire by Sapphire Foods Mauritius Limited must also be disclosed. The scheme is subject to approval from the Competition Commission of India. The companies cannot file the scheme before the NCLT until CCI approval is obtained.
Additional conditions include that financials in the scheme cannot be more than six months old and any equity shares issued must be in demat form. The companies must disclose the NSE and BSE observation letters on their websites within 24 hours of receipt. No changes to the draft scheme are permitted after filing with SEBI except those mandated by regulators.
Revenue, PAT, and EBITDA of Sapphire and Devyani for the last three financial years must be provided in the explanatory statement to shareholders. The observation letters are valid for six months from June 12, 2026, within which the scheme must be submitted to the NCLT. The scheme remains subject to necessary statutory and regulatory approvals and approval from shareholders and creditors.
Disclaimer: This article is based on company filings submitted to the Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE) and is for informational purposes only. It does not constitute investment advice or a recommendation. Investors should conduct their own research and consult a qualified financial advisor before making investment decisions.