ITC Ltd

Acquisition of Sproutlife Foods Private Limited

• Target: Sproutlife Foods Private Limited, India-based producer of Yoga Bar foods.
• Acquisition completed on 28 September 2026; ITC now holds 100% stake.
• Purchase consideration: cash; total cost around ₹645 crores.
• Post-acquisition shareholding: 100% (up from ~47.5%).
• Not a related party transaction; no promoter group interest.
• Industry: New and innovative food products; sector: foods.
• Strategic rationale: augments ITC's future-ready foods portfolio.
• Regulatory approvals: none required.
• Background: incorporated 13 February 2015; Yoga Bar brand.
• Business: manufacture and sale of food products; online D2C with growing offline presence.
• Turnover (last three years): ₹108 cr (2023-24); ₹200 cr (2024-25); ₹452 cr (2025-26).

ITC Limited: Trading Window closed from 1 October 2026 for Designated Employees in relation to unaudited financial results for the quarter and half-year ending 30 September 2026

Meeting Details

• Jefferies 5th India Forum 2026, group meeting, 18 September 2026, Gurugram (organised by Jefferies India).
• 11th Annual J.P. Morgan India Conference 2026, one-to-one meeting, 21 September 2026, Mumbai (physical).

Target and deal overview

• Happiest Minds Technologies Limited, listed IT services firm focused on digital engineering, AI, cybersecurity.
• ITC Infotech to acquire 22.106% stake from promoter Ashok Soota in two tranches.
• Amalgamation of Happiest Minds into ITC Infotech post-acquisition.

Deal economics

• Cash consideration around ₹1,330 crore funded by a rights issue.
• Two tranches: 11% and 11.106% stake acquired.
• Post-merger ownership: ITC Limited ~73.4%, Happiest Minds shareholders ~26.6%.

Strategic rationale

• Synergizes ITC Infotech's AI-led capabilities with Happiest Minds' digital engineering and AI.
• Aims to create an AI-first, globally scalable technology services platform with >US$1bn revenue by FY28.

Regulatory approvals & timeline

• Approvals from CCI, stock exchanges, SEBI, and NCLT required.
• Estimated completion within ~15 months, subject to approvals.
• Shares of ITC Infotech to be listed post approvals.

Target background & size

• Happiest Minds: IT services, digital engineering, data, AI, cybersecurity.
• Incorporated 30 March 2011; listed on BSE/NSE.
• Last 3-year turnover: 2023-24 ₹1,624.66 cr; 2024-25 ₹2,060.84 cr.
• 2025-26 turnover ₹2,315.11 cr.
• Presence across India, USA, UK, Canada, Australia, UAE.

Meeting Details

• Date and venue: 19 August 2026, Mumbai.
• Type and mode: one-to-one meeting, physical attendance.
• Organizer: Motilal Oswal Limited’s 22nd Annual Global Investor Conference, 2026.
• Company participants: representatives to attend; roles not disclosed.
• Purpose: general investor interaction at the conference.

Meeting Details

• Dates: 11–12 August 2026; Singapore; physical attendance.
• Event: 21st Nuvama India Investor Conference 2026 (organised by Nuvama Wealth Management Limited).
• Mode and nature: physical, group/one-to-one meetings.
• Purpose: ITC representatives will participate in investor conference.

Participants

• Company representatives to attend; specific roles not disclosed.

Results & Board Approval

• Board approved ITC's Q1 FY27 unaudited results for quarter ended 30 June 2026.
• Standalone Q1: Gross ₹26,794 cr; Net ₹16,812 cr; EBITDA ₹4,514 cr.
• Consolidated Q1: Gross ₹29,410 cr; Net ₹18,955 cr; EBITDA ₹5,181 cr; PAT ₹4,509 cr.
• Sproutlife remeasurement gain recognized as exceptional item; Sproutlife subsidiary since 1-Apr-2026.

Subsidiary & Governance

• Sproutlife Foods Private Limited became ITC subsidiary with effect from 1-Apr-2026.
• ITC acquired right to nominate majority of Sproutlife Directors.

Growth & Strategic Highlights

• Digital-first & Organic ARR around ₹1,500 cr.
• Fresh Food GMV grew 90% YoY; ARR above ₹300 cr; 75 cloud kitchens across 5 cities.

Consolidated Performance Snapshot

• FMCG: revenue up 12% YoY; Notebooks rebound; growth in Dairy & Noodles.
• Agri Business: underlying revenue up 9% YoY; VAAP growth in spices and F&V.

Financial results approved

• Standalone Q1 FY2026-27 unaudited results approved; revenue from operations 26,943.23 crores.
• Standalone net profit after tax 3,578.82 crores; EPS 2.86.
• Consolidated Q1 FY2026-27 unaudited results approved; revenue from operations 29,523.30 crores.
• Consolidated net profit after tax 4,508.79 crores; EPS 3.51.
• Total comprehensive income 4,874.50 crores.

Subsidiaries and investments

• Sproutlife Foods became subsidiary from 1 April 2026.
• Remeasurement gain of 405.88 crores recognised as Exceptional Items in Consolidated results.
• Acquired 1,681 Mother Sparsh shares; 49.32% stake (fully diluted).
• Ind AS 103 remeasurement gains included; comparability affected.

Regulatory, tax, and other disclosures

• GST/Cess expiry; higher cigarette GST and excise from 1 Feb 2026; revenue impact noted.
• Board approved results at 31 July 2026 meeting.