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Sapphire Foods India Limited announced that its Board of Directors has approved a scheme of arrangement for its amalgamation with and absorption into Devyani International Limited. The scheme is set to be effective from April 1, 2026, the appointed date. In consideration, Devyani International will issue 177 equity shares of ₹1 each for every 100 equity shares of ₹2 each held in Sapphire Foods India.

The Board also approved the execution of a merger framework agreement dated January 1, 2026, among Sapphire Foods India, Devyani International, Sapphire Foods Mauritius Limited, Sagista Realty Advisors Private Limited (QMT), and RJ Corp Limited.

The effectiveness of the scheme is contingent upon obtaining various statutory and regulatory approvals, including from the Competition Commission of India, stock exchanges, the National Company Law Tribunal, creditors, and shareholders of both companies. Additionally, it requires the sale of approximately 18.5% of Sapphire Foods India's equity shares by Sapphire Foods Mauritius Limited to Arctic International Private Limited, a group company of Devyani International.

Furthermore, the Board approved a binding term sheet with Yum India and its associated entities regarding the current and future business organization. Separately, the company's Board also approved the shifting of its registered office from Maharashtra to Haryana, which will necessitate an amendment to its Memorandum of Association (MOA). This move is subject to shareholder and regulatory approvals, with a postal ballot notice to be sent to shareholders.

The amalgamation aims to consolidate the QSR business under KFC and Pizza Hut brands into a single entity, leading to economies of scale, unified strategy, and enhanced operational efficiencies. It will integrate Sapphire Foods India's regional presence with Devyani International's pan-India and international operations, creating a larger geographical footprint. The combined entity is expected to have enhanced bargaining power, improved financial strength, and better access to capital markets.