Devyani gets exchange clearances for Sapphire merger
With NSE and BSE raising no objections, the scheme can be filed with NCLT. The 177:100 share swap would create India's largest QSR chain.
— 1 earlier story on Devyani International Ltd. →What's new
- Devyani received no-objection letters from NSE and BSE for its scheme of arrangement with Sapphire Foods India.
- The stock exchange clearances allow the company to file the merger with NCLT for approval.
- Sapphire Foods Mauritius will sell up to 18.5% of Sapphire's equity to Arctic International as part of the process.
Why this matters
This regulatory milestone removes a key execution risk in creating India's largest QSR operator by store count. The exchange validation of the transaction structure improves the likelihood of a smooth NCLT approval and strengthens investor confidence in the timeline.
What we're watching
- CCI approval, the exchanges noted this as a condition.
- NCLT filing and subsequent hearing schedule.
- Completion of the secondary sale to Arctic International.
- Combined entity's pro-forma financials and cost benefits.
The full read
Devyani International has cleared its first major regulatory hurdle for the merger with Sapphire Foods India. Both NSE and BSE have issued observation letters with no objection, allowing the company to file the scheme with NCLT. The share swap ratio is 177 Devyani shares for every 100 Sapphire shares, a structure the exchanges have now validated. The combined entity would be India's largest QSR operator by store count, with scale benefits that are the strategic core of the deal. There are conditions: the exchange letters require CCI approval and disclosure of ongoing litigation. Separately, Sapphire Foods Mauritius is selling up to 18.5% of Sapphire's equity to Arctic International as part of the process. For a company that posted a net loss of ₹10 crore on sales of ₹1,437 crore in its latest quarter, this merger reduces execution risk and offers a path to greater scale. The next milestones are CCI clearance and NCLT filing, both on the table now.
Questions answered
- What did the stock exchange observation letters convey?
- Both NSE and BSE conveyed no objection and no adverse observations to the proposed scheme of arrangement between Devyani International and Sapphire Foods India. The letters are valid for six months.
- What is the share exchange ratio for the merger?
- The scheme involves a swap of 177 Devyani shares for every 100 Sapphire shares. The ratio was announced in January 2026.
- What conditions are attached to the exchange clearances?
- The letters require disclosure of ongoing litigation and securing approval from the Competition Commission of India (CCI) as conditions for the scheme.
- What is the secondary sale by Sapphire Foods Mauritius?
- Sapphire Foods Mauritius will sell up to 18.5% of Sapphire's equity to Arctic International Limited as part of the merger process.
- How does this merger affect Devyani's financial position?
- Devyani's latest quarter showed sales of ₹1,437 crore and a net loss of ₹10 crore, with a debt-to-equity ratio of 0.85. The merger is expected to bring operational efficiencies and scale, but specific financial projections are not yet available.
Devyani International Ltd.
Latest quarter · Mar 2026
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All notes on DEVYANI →- 15 Jun 2026 · 5:54 PM IST Devyani gets exchange clearances for Sapphire merger
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