5433302026-08-265433302026-08-262026-08-26543330Devyani International LimitedDEVYANINOTLISTEDINE872J01023Updatetrue2026-08-2618:35:002026-01-012026-08-262026-08-26Amalgamation/ MergerThe Company vide its intimation dated January 1, 2026 under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 informed that the Board of Directors, at its meeting held on January 1, 2026, approved (a) Scheme of Arrangement involving Sapphire Foods India Limited (Transferor Company), Devyani International Limited (Transferee Company) and their respective shareholders, pursuant to Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (Scheme); and (b) execution, delivery and performance of merger framework agreement dated January 1, 2026, by and amongst the Transferor Company, the Transferee Company, RJ Corp Limited (holding company), Sapphire Foods Mauritius Limited (SFML) and Sagista Realty Advisors Private Limited (Trustee of QSR Management Trust) (promoters of the Transferor Company) which sets out the manner of effecting the Scheme, including representations, warranties, rights and obligations of the respective parties. In our earlier intimation dated January 1, 2026, we had also disclosed that the effectiveness of the Scheme is conditional on the transfer by sale of 5,94,55,837 (Five Crore Ninety Four Lakh Fifty Five Thousand Eight Hundred and Thirty Seven) fully paid up equity shares of Rs. 2 (Rupees Two) each of the Transferor Company, by SFML to Arctic International Private Limited, a group company, representing about 18.5 percent of the fully paid-up equity share capital of the Transferor Company.OthersArctic International Private Limited (Arctic) has informed Devyani International Limited (Transferee Company) that the share purchase agreement between Sapphire Foods Mauritius Limited (SFML) and Arctic (SPA) has been terminated by mutual agreement of the parties, pursuant to commercial discussions. As a result, SFML would receive equity shares of the Transferee Company in accordance with the Scheme, similar to the other shareholders of the Sapphire Foods India Limited (Transferor Company). Arctic has informed the Transferee Company that Arctic and SFML may continue exploring a secondary transaction, which if agreed, may be undertaken at a later date, in compliance with all applicable laws. It is clarified that the share exchange ratio and other terms and conditions of the Scheme of Arrangement, as approved by the Board on January 1, 2026, remain unchanged pursuant to the approval of the revised Scheme. The above changes will not have any impact on the shareholders of either the Transferor Company or the Transferee Company, and hence the merger process will continue in the ordinary course subject to the requisite approvals.