Sapphire Foods clears exchange hurdle for Devyani merger
NSE and BSE give no-objection letters, but CCI approval and a secondary sale of up to 18.5% by promoter entity are required before NCLT filing.
— 2 earlier stories on Sapphire Foods India Ltd. →What's new
- NSE and BSE issued no-objection letters for Sapphire Foods' merger with Devyani International.
- Conditions include CCI clearance and disclosure of a secondary sale of up to 18.5% by promoter entity to Arctic International.
- The scheme now moves to shareholder and creditor approvals before NCLT sanction.
Why this matters
Exchange approval removes a critical procedural roadblock for a merger that would combine two mid-cap QSR operators into a much larger entity. The conditions, especially the secondary sale and CCI nod, add structure and timeline visibility to the deal.
What we're watching
- CCI approval timeline - a potential bottleneck.
- Details of the secondary sale: pricing and timing.
- Shareholder and creditor votes - any opposition could delay the scheme.
The full read
Sapphire Foods has jumped a major regulatory hurdle: both the NSE and BSE issued no-objection letters for its merger with Devyani International, first announced in January 2026. The exchanges cleared the scheme without adverse observations but attached conditions. The companies must now secure CCI approval before filing with the NCLT. Separately, promoter entity Sapphire Foods Mauritius can sell up to 18.5% of Sapphire's equity to Arctic International, a secondary sale that will alter the ownership structure. With a market cap of ₹5,574 cr and recent quarterly sales of ₹792 cr (though a net loss of ₹13 cr), the deal's rationale is scale. The path forward is clear but not frictionless. CCI, shareholder votes, and NCLT sanction remain. Each step adds a layer of execution risk to a transaction that is already moving.
Questions answered
- What did the exchanges approve?
- The NSE and BSE issued no-objection letters for Sapphire Foods' proposed scheme of arrangement with Devyani International, confirming no adverse observations.
- What conditions were imposed?
- The companies must obtain Competition Commission of India approval before filing with the NCLT and disclose details of a secondary sale of up to 18.5% of Sapphire's equity by promoter entity to Arctic International.
- Why is the secondary sale of 18.5% significant?
- It allows the promoter to sell a substantial stake to Arctic International as part of the scheme, reducing promoter holding and bringing in a new investor.
- What are the next steps for the merger?
- After CCI clearance, the scheme goes to shareholder and creditor approvals, followed by final sanction from the NCLT.
- How does this affect Sapphire Foods' financials?
- The merger aims to combine operations for scale. Sapphire's latest quarter showed sales of ₹792 cr and a net loss of ₹13 cr, with trailing ROE of 1.4%.
Sapphire Foods India Ltd.
Latest quarter · Mar 2026
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All notes on SAPPHIRE →- 15 Jun 2026 · 8:25 PM IST Sapphire Foods clears exchange hurdle for Devyani merger
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