DEVYANI INTERNATIONAL LTD : UPDATE ON SCHEME OF ARRANGEMENT

• The company had previously approved a Scheme of Arrangement involving Sapphire Foods India Limited (SFIL) as the Transferor Company and Devyani International Limited (DIL) as the Transferee Company, to be effective April 1, 2026. • The share exchange ratio was set at 177 DIL shares for every 100 SFIL shares. • A condition to the Scheme was the sale of 5,94,55,837 SFIL shares by SFML to Arctic International Private Limited. • Arctic has informed DIL that the share purchase agreement with SFML has been terminated by mutual agreement. • DIL's Board has approved an amended Scheme and Merger Framework Agreement to remove the Secondary Sale Transaction as a condition precedent. • The merger process will continue, with no impact on shareholders. • Post-merger shareholding of Promoter & Promoter Group in DIL is revised to 41.99% from 61.37% pre-scheme, and Public Shareholders will hold 58.01% from 38.63% pre-scheme. Impact: Neutral (Merger proceeds with amended terms; secondary sale transaction not proceeding.)

Devyani International Limited

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