ITC’s Board of Directors has approved the Scheme of Amalgamation of its wholly-owned subsidiary, Sproutlife Foods Private Limited, with the parent company. This amalgamation, subject to necessary approvals, is expected to take effect from 1st April, 2026. The move aims to integrate business operations, optimize resources, and simplify the corporate holding structure. Details of the transaction, including financial figures for both entities, were disclosed as per SEBI regulations.
ITC Board Approves Sproutlife Foods Amalgamation
The Board of Directors of ITC Limited, at a meeting held on November 2, 2026, has given its approval for the Scheme of Amalgamation of Sproutlife Foods Private Limited, a wholly-owned subsidiary, with ITC Limited. This significant corporate restructuring is being undertaken under Sections 230 and 232 of the Companies Act, 2013.
Key Details of the Amalgamation
The proposed amalgamation is slated to take effect from 1st April, 2026, pending necessary regulatory and statutory approvals. This move is expected to streamline operations and enhance corporate efficiency. Sproutlife Foods, the transferor company, had total assets of ₹150.07 crore and a turnover of ₹451.71 crore, with a net worth of ₹5.22 crore as per its Audited Standalone Financial Statements for FY 2025-26. ITC, the transferee company, reported substantial figures with total assets of ₹88,915.86 crore, turnover of ₹80,867.49 crore, and a net worth of ₹68,434.16 crore.
Rationale and Benefits
The amalgamation is driven by several strategic benefits. These include enabling seamless integration of business operations, unlocking the full potential of combined operations, and maximizing value creation through synergies. It also aims for optimal deployment of financial, managerial, and operational resources, enhanced efficiency of capital allocation, and a reduction in the number of operating entities to simplify the corporate holding structure. The transaction is considered to be at arm’s length, despite Sproutlife being a wholly owned subsidiary and thus a related party.
Shareholding Impact
Upon the amalgamation becoming effective, all equity shares of Sproutlife held by ITC and its nominees will stand cancelled and extinguished. Consequently, ITC will not be required to issue any fresh shares, and there will be no change in the shareholding pattern of ITC Limited as a result of this amalgamation.
Disclosure
This disclosure is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI Master Circular dated 30th January, 2026. The Board Meeting, where this approval was granted, commenced at 2.45 p.m. and concluded at 6.05 p.m.
Source: BSE
