Scheme of Arrangement

Date 26 August 2026 National Stock Exchange of India Limited BSE Limited Exchange Plaza, Block G, C/1, Bandra Kurla Phiroze Jeejeebhoy Towers, Complex, Bandra (E), Mumbai – 400051 Dalal Street, Mumbai – 400001 Symbol: SAPPHIRE Scrip Code: 543397 Subject: Disclosure under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/ Madam, SEBI Listing Regulations We refer to our prior disclosure on January 1, 2026, under Regulation 30 of the SEBI (Listing Earlier Disclosure Obligations and Disclosure Requirements) Regulations, 2015 (“ ”) (“ ”). Transferor Company Board 1. In our Earlier Disclosure, we had informed you that the Board of Directors of Sapphire Foods India Limited (“ ”) (“ ”), at its meeting held on January 1, 2026, approved: (a) a scheme of arrangement under Sections 230-232 of the Companies Transferee Company Act, 2013, between the Transferor Company and Devyani International Limited (“ ”) a company listed on BSE Limited and the National Stock Exchange of India Limited, pursuant to which the Transferor Company would be dissolved Scheme without being wound up consequent to its amalgamation with and into the Transferee SFML Company (“ ”). The Transferor Company, Transferee Company, Sapphire Foods Mauritius Limited (“ ”, promoter of the Transferor Company), Sagista Realty Advisors Private Limited (Trustee of QSR Management Trust, promoter of the Transferor Company) (“ ”), and RJ Corp Limited (promoter of the Transferee Company) had entered into a Merger Framework Agreement merger framework agreement dated January 1, 2026, to record their understanding regarding implementation of the Scheme (“ ”). 2. As stated in our Earlier Disclosure, the Scheme provides that as consideration of the amalgamation of the Transferor Company with the Transferee Company, the Transferee Company shall issue and allot to shareholders of the Transferor Company, whose name is 177 (One Hundred and Seventy Seven) equity shares recorded in the register of members and/ or records of the depository on the Record Date of the Transferee Company of INR 1/- each fully paid up for every 100 (One Hundred) equity (as defined in the Scheme) as follows: “ shares of INR 2/- each fully paid up, held by the shareholders of the Transferor Company Sapphire Foods India Limited +91 022 67522300 CIN: L55204HR2009PLC145722 info@sapphirefoods.in www.sapphirefoods.in Registered Office: SCO 328, Sector - 9, Panchkula -134109, Haryana Corporate Office: 702, Prism Tower, A-Wing, Mindspace, Link Road, Goregaon (W), Mumbai- 400062 3. In paragraph (a)(v) of the Earlier Disclosure, we had disclosed that the effectiveness of the Scheme is conditional on the transfer by sale of certain shares representing about 18.5% Arctic Secondary Sale Transaction of the fully paid-up share capital of the Transferor Company on date by SFML to Arctic International Private Limited (“ ”), (“ ”). 4. SFML, a promoter of the Transferor Company, has informed the Transferor Company that the share purchase agreement between SFML and Arctic (" ") has been terminated by mutual agreement of the parties, pursuant to commercial discussions. As a result, SFML would receive shares of Transferee Company in accordance with Scheme, similar to the other shareholders of the Transferor Company. However, SFML has informed the Company that SFML and Arctic 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, as approved by the Board on January 1, 2026, remain unchanged pursuant to the approval of the revised Scheme. 5. In view of the foregoing, a meeting of the Board was convened today, i.e., 26 August 2026 (commenced at 07:04 P.M. and concluded at 07.10 P.M.), pursuant to which the Board, based on the recommendations of the Audit Committee and Independent Directors Committee, has: (i) taken note of the termination of the SPA; and (ii) approved the revised Scheme and amended and restated Merger Framework Agreement on account of the termination of the SPA, including for the purpose of removing the consummation of the Secondary Sale Transaction as a condition precedent to the effectiveness of the Scheme. The above change 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. Prior to the Record Date for the Scheme, the shareholding pattern will change on account of: (i) 6. Additionally, in S. No. 6 of Annexure A of the Earlier Disclosure, we had stated that “ completion of the Secondary Sale Transaction; and (ii) any other ordinary course corporate actions undertaken by the Transferor Company. ” However, with the SPA having been terminated, the Secondary Sale Transaction will no longer take place. 7. Other than as contemplated in paragraphs 1 to 6 above, the contents of the Earlier Disclosure remain applicable without modification. Request you to kindly take the same on record. For Sapphire Foods India Limited T hanking you, Sachin Dudam Company Secretary & Compliance Officer