Sapphire Foods Drops Secondary Share Sale as Condition for Devyani Merger

Sapphire Foods India Limited told the exchanges that its board met on 26 August 2026 to approve a **revised** scheme of arrangement for the company's amalgamation into Devyani International Limited, along with an amended and restated Merger Framework Agreement. The change follows the termination of a share purchase agreement (SPA) between promoter Sapphire Foods Mauritius Limited (SFML) and Arctic International Private Limited. It updates the transaction the company first disclosed on 1 January 2026.

Under the original structure, the merger's effectiveness was conditional on SFML selling shares representing about 18.5% of Sapphire's paid-up capital to Arctic — the "Secondary Sale Transaction." Per the filing, that SPA has now been terminated by mutual agreement following commercial discussions. As a result, SFML will instead receive Devyani shares on the same terms as other Sapphire shareholders, and the revised scheme removes the secondary sale as a condition precedent to the merger taking effect. The company noted that SFML and Arctic may still explore a secondary transaction at a later date if agreed.

Sapphire clarified that the share exchange ratio and other terms of the scheme, as approved on 1 January 2026, remain unchanged. It said the removal will not affect shareholders of either company and that the merger will continue in the ordinary course, subject to the required approvals.

The consideration for the amalgamation is unchanged: Devyani will issue and allot equity shares to Sapphire's shareholders on the record date at the ratio set out in the key-numbers panel. The board acted on the recommendations of the Audit Committee and the Independent Directors Committee. Other than the points covered in this update, the company said its earlier disclosure remains applicable without modification.