Itc LimitedNSE: ITC

ITC to acquire Prasuma; building a full stack Frozen, Chilled and Ready to Cook Foods Portfolio

· Issued by ITC Limited

ITC Limited

Virginia House

37 J. L. Nehru Road

Kolkata, 700 071, India

Tel.: 91 33 2288 9371

Media Release

February 6, 2025

ITC to acquire Prasuma; building a full stack Frozen, Chilled and Ready to Cook Foods Portfolio

ITC has today signed definitive agreements for acquisition of Prasuma1, a leading player in the frozen, chilled and ready to cook foods space in India. Prasuma, a specialist in oriental cuisine (viz. momos, baos, Korean fried chicken), high- quality delicatessens and raw meats, etc., sells a wide assortment of 170+ products, backed by unparalleled innovation expertise in developing 'Good-for-You' products. This acquisition will further fortify ITC's presence in these future-facing categories, with current annual market size of over Rs. 10,000 crores and poised for rapid growth in the years ahead.

ITC will acquire 100% stake in Prasuma over a period of 3 years. The first tranche of 43.8% stake shall be acquired upfront and balance stake will be acquired, in tranches, by June, 2028, basis pre-defined valuation criteria and subject to other conditions as stated in the definitive agreements.

Prasuma operates through 'Prasuma', 'Meatigo by Prasuma' and 'Prasuma Momo Kitchen' brands. The flagship 'Prasuma Momos' were launched in 2019 - an industry first innovation - garnering leading retail market position in the frozen momos category within a short span of time. Prasuma has also developed several first-to-market frozen products like Baos, Korean Fried Chicken, Schezwan Momo meal, Japanese Fried Rice, etc. and caters to a variety of consumption occasions through innovative and differentiated product offerings. Meatigo, on the other hand, offers consumers access to high quality delicatessens and raw meats through its own D2C platform (www.meatigo.com). Prasuma Momo Kitchen offers high quality Pan Asian offerings through 40 cloud kitchens. Prasuma, with presence in 100+ cities across online and offline channels, has scaled up to an Annual Revenue Runrate of about Rs. 200 cr. (trailing 3 months basis).

ITC had entered the Frozen Foods market in 2019 under 'ITC Master Chef' brand. Within 5 years of launch, ITC Master Chef has grown rapidly and has established itself as one of the leading Frozen Foods brands, offering a range of 50+ easy to cook nutritious and tasty frozen Western and Indian snacks and Indian breads. Available across 200+ towns, ITC Master Chef caters to both Retail and Food Service customers.

With the industry at an inflection point, this acquisition will help strengthen and expand ITC's presence in the aforesaid categories by gaining entry into high growth segments, viz. Pan Asian foods, Deli meats, etc. With the proposed acquisition, ITC will become the first full stack player in the segment with an unparalleled portfolio, offering meals and snacking options across multiple occasions throughout the day for the discerning consumer. ITC Master Chef and Prasuma shall also benefit from significant synergies through well designed institutional mechanisms and enablers.

This investment is in line with the 'ITC Next' strategy articulated by Chairman, Mr. Sanjiv Puri, that focusses on building a future ready portfolio of products that serves evolving consumer needs.

Commenting on this acquisition, Mr. Hemant Malik, Wholetime Director, ITC Limited stated, "We are delighted to back Prasuma and look forward to jointly building an unparalleled, full stack frozen, chilled and ready to cook foods portfolio. With Good-for-You, first-to-marketproducts, across cuisines, we believe that the combined portfolio will delight our discerning consumers. This investment reaffirms our commitment to building future facing, best in class, innovative portfolios."

Commenting on this transaction, Ms. Lisa Suwal, CEO and Mr. Siddhant Wangdi, COO of Prasuma, said, "We are extremely proud of what we have built and excited to join hands with ITC to drive the next phase of growth. The overwhelming support and love for our products from consumers have always inspired us. ITC shares our commitment to quality and innovation, making them the perfect partner. Frozen food is a category of the future. With Prasuma's strength in manufacturing and innovation, combined with ITC's expertise in distribution and building new-agebrands, we are excited about the significant value that this collaboration will create for consumers in India and globally."

A presentation on the acquisition is enclosed. Copy forwarded for kind favour of publication.

Nazeeb Arif, Executive Vice President, Corporate Communications

1M/s Ample Foods Private Limited, Meat and Spice Private Limited and Chao Chao Foods Private Limited

FMCG ⚫ PAPERBOARDS & PACKAGING ⚫ AGRI-BUSINESS ⚫ INFORMATION TECHNOLOGY

Visit us at www.itcportal.com ⚫ Corporate Identity Number : L16005WB1910PLC001985 ⚫ e-mail : enduringvalue@itc.in

Announcing strategic

acquisition of

Prasuma

Wide Range of Innovative & Differentiated Products

Powered by Strong Brands & Omni Channel Presence

70+ products

100+ products

Premium Frozen, Chilled and RTC FMCG brand

Online D2C Meat brand

Cloud kitchens for Pan Asian offerings

Momos, Baos, Korean Fried Chicken, Mini Pizzas

www.meatigo.com

Indicative portfolio provided for each brand | 2

Prasuma: One of India's Fastest Growing, Innovation-led, Frozen Food Brands

Vision to redefine the frozen food category, making it even better than fresh

Family business scaled up

by Lisa Suwal &

Siddhant Wangdi

(wife & husband duo)

Over Rs. 10,000 cr.

Frozen, Chilled &

Ready to Cook market

Growing rapidly

Annual Revenue Runrate

~Rs. 200 cr.

Profitable growth

'First-to-market'

  • 'Good for You' disruptive products

Frozen Momos, Baos

High Awareness

  • High Growth category play

Own manufacturing &

distribution infra

Unparalleled

Innovation

expertise

Korean Fried Chicken Japanese Fried rice

D2C Website & App

'Meatigo'

Omni channel presence

High customer

stickiness

Note: Prasuma comprises M/s Ample Foods Pvt. Ltd., Meat and Spice Pvt. Ltd. and Chao Chao Foods Pvt. Ltd.

| 3

Strong Strategic Fit with ITC's Frozen Foods Business

Full Stack Portfolio

Veggies & Breads

Snacks (Western & Indian)

Asian

Deli Meats

Western

Indian

Combined Business fortifies market standing in Frozen Foods space with strong presence in future-facing categories

ITC to become the first full

Entry into high growth

Stronger combined

Drive synergies through ITC's

R&D capabilities in multiple

stack Frozen Foods brand

segments

institutional strengths

cuisines

Indicative portfolio provided for each category | 4

Leveraging ITC's Institutional Strengths

`

Expand reach in General Trade and Food Service channels

Consumer Insights

New Product Development

Cuisine Expertise

Drive manufacturing &

logistics efficiencies

Buying efficiencies - agri-inputs, packaging & media

| 5

Transaction structure

Strategic Acquisition of

• Acquisition of 43.8% equity stake for an initial Investment of ~Rs. 131 cr through

100% stake in Prasuma

Primary Subscription & Secondary Purchases; expected to close in March, 2025

subject to fulfilment of closing conditions

• ITC's equity stake to increase to 62.5% by April, 2027 through secondary purchases

of Rs. 56 cr - to be made based on a pre-agreed pre-money valuation

• Balance 37.5% equity stake to be acquired in about 3 years on pre-agreed valuation

criteria

Management

• Prasuma team including Ms. Lisa Suwal, CEO and Mr. Siddhant Wangdi, COO, will

continue to operate all functions of the business during the 3 year period

• ITC will be represented on the Board

| 6

Thank You

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