Board approves scheme of amalgamation of wholly owned subsidiary Sproutlife Foods with the Company
The Board of ITC Limited has approved the Scheme of Amalgamation of Sproutlife Foods Private Limited, a wholly owned subsidiary, with ITC under Sections 230 and 232 of the Companies Act, 2013.
By ScoutQuest · · 2 min read
- Sproutlife FY 2025-26 turnover
- ₹ 451.71 crores
- Sproutlife net worth
- ₹ 5.22 crores
- Scheme effective date
- 1st April, 2026
Amalgamation of a wholly owned subsidiary
The Board of ITC Limited approved the Scheme of Amalgamation of Sproutlife Foods Private Limited, a wholly owned subsidiary, with ITC under Sections 230 and 232 of the Companies Act, 2013. The scheme is subject to necessary approvals and will take effect from 1st April, 2026.
What the subsidiary does
- Sproutlife manufactures and sells food products including bars, muesli, oats, protein-rich foods and peanut butter, aimed at health-conscious consumers, under the digital-first brand 'Yoga Bar'.
- On audited standalone financial statements for FY 2025-26, Sproutlife reported total assets of ₹ 150.07 crores, turnover of ₹ 451.71 crores and net worth of ₹ 5.22 crores.
- The corresponding ITC figures are total assets of ₹ 88,915.86 crores, turnover of ₹ 80,867.49 crores and net worth of ₹ 68,434.16 crores.
Effect on ITC shareholders
- Because Sproutlife is already a wholly owned subsidiary, all its equity shares held by ITC and its nominees will stand cancelled and extinguished once the amalgamation becomes effective, and ITC will not be required to issue any fresh shares.
- There will be no change in the shareholding pattern of ITC as a result of the amalgamation.
- Sproutlife, being a wholly owned subsidiary, is a related party of ITC, and the transfer of all assets, liabilities, rights, obligations and employees as part of the amalgamation will be at arm's length.
Stated rationale
- Enable seamless integration of the business operations of both companies, unlocking the full potential of the combined operations and value creation through synergies.
- Achieve optimal deployment of financial, managerial and operational resources, with access to a shared talent pool and common resources.
- Enhance efficiency of capital allocation by consolidating and optimising the cash flows and financial resources of both companies.
- Reduce the number of operating entities to simplify the corporate holding structure.
What a shareholder should keep in mind
- The scheme still needs the necessary approvals before it takes effect; the appointed date stated is 1st April, 2026.
- As this is a merger of a wholly owned subsidiary with the parent, no shares are being issued and no cash consideration is stated for shareholders of ITC.
- The update sets out the reasons for the transaction and the relative size of the transferor company's assets, turnover and net worth against ITC's own figures, which lets you judge the scale involved.
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More numbers
- Sproutlife total assets (FY 2025-26)150.07 (₹ in crores)
- Sproutlife turnover (FY 2025-26)451.71 (₹ in crores)
- Sproutlife net worth (FY 2025-26)5.22 (₹ in crores)
- ITC total assets (FY 2025-26)88,915.86 (₹ in crores)
- ITC turnover (FY 2025-26)80,867.49 (₹ in crores)
- ITC net worth (FY 2025-26)68,434.16 (₹ in crores)
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