In a major strategic push to consolidate its presence in India’s packaged food market, Adani Wilmar Ltd (AWL) has entered into a definitive agreement to buy G.D. Foods Manufacturing (India) Pvt. Ltd, the manufacturer of the popular Tops brand of ketchup, sauces, pickles, and cooking staples. The acquisition will be done in several tranches, the first tranche being an 80% holding valued at an enterprise value of ₹603 crore. The balance 20% will be purchased over a period of three years.

The transaction reflects Adani Wilmar’s strategic intent to move beyond staples into high-margin food categories that are fast catching up with Indian households.

Strategic Expansion into High-Margin FMCG Categories
The takeover of Tops, one of the most popular food brands in North India, is a major milestone for Adani Wilmar’s transition to a complete Fast-Moving Consumer Goods (FMCG) player. AWL, which is a joint venture between Singapore-based Wilmar Group and Adani Group, already enjoys strong market leadership in the staples such as edible oil, wheat flour, rice, sugar, and pulses through its leading Fortune brand.

With G.D. Foods in its kitty, Adani Wilmar plans to diversify into margin-accretive packaged food segments such as ketchup, sauces, noodles, jams, and ready-to-cook mixes.

Speaking on the acquisition, Angshu Mallick, CEO and MD, Adani Wilmar, said:

“As the market evolves, there is a clear need for trusted national food FMCG brands to deliver high-quality, affordable products that fulfil the essential needs of Indian kitchens. This acquisition aligns perfectly with our long-term strategy.”

Deal Structure and Funding
The acquisition will be completed in two phases:

Tranche 1: 80% equity purchase at an agreed enterprise value of ₹603 crore on a debt-free, cash-free basis.
Tranche 2: Balance 20% to be purchased over the next three years, with the valuation approach pre-agreed in the share purchase agreement.
The financing will be provided through internal accruals and/or proceeds from Adani Wilmar’s initial public offering, according to the company’s filing with stock exchanges. The first tranche is anticipated to close within 60 days, subject to regulatory and customary closing conditions.

G.D. Foods: A Regional Powerhouse
G.D. Foods, established in 1984, is based in Delhi and has developed a strong regional base in the Tops brand. Its portfolio of products is as follows:

Tomato ketchup, culinary and snack sauces
Pickles, jams, and noodles
Instant mixes, vinegar, choco and corn flakes
Baking powder, corn flour, and cake mixes
Its products are stocked in more than 150,000 retail points, mainly located in seven northern Indian states, thereby having a strong regional presence.

In FY 2023–24, G.D. Foods posted:

Revenue: ₹386 crore
EBITDA: ₹32 crore
The acquisition provides Adani Wilmar with a presence in high-demand processed foods, broadening its horizon in urban and semi-urban consumption markets.

Margin Accretion and Distribution Synergies
Adani Wilmar looks to use its extensive distribution network to bolster Tops’ national footprint. Though the Tops brand has high recall in North India, its penetration in southern and western markets is limited—a space AWL looks to fill.

“We will further invest in the brand and significantly increase the distribution reach of all its products. This acquisition will lead to the significant addition of margin-accretive products in our portfolio,” Mallick added.

This move aligns with AWL’s broader strategy to reduce reliance on staples and move up the FMCG value chain through branding, product innovation, and wider margins.

Competitive Landscape and Broader Strategy
The deal puts Adani Wilmar in a position to compete more fiercely with Marico, ITC, Nestlé, HUL, and Tata Consumer Products, all of which have a strong market presence in India’s processed and convenience foods category.

Reports in September 2024 said the Adani Group had amassed a $1 billion war chest to make acquisitions in the food and FMCG space. The Tops acquisition is one of the first big steps under that gameplan.

Adani Wilmar’s overall revenue in FY 2023–24 was at ₹51,262 crore, while profits decreased to ₹148 crore from ₹582 crore in the earlier year due to largely commodity price pressures. The addition of G.D. Foods, which is a brand with consistent cash flows and high margins, is likely to normalize earnings and enhance operating leverage.