Tilaknagar Industries Limited has informed the Exchange about Investor Presentation
July 23, 2025
To, BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001 Scrip Code : 507205
To, National Stock Exchange of India Limited Exchange Plaza, C-1, Block-G, Bandra-Kurla Complex, Bandra (East), Mumbai-400 051. Symbol : TI
Sub: Investor Presentation for Acquisition of Imperial Blue Business Division
Dear Sir/Madam,
Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find attached herewith the Investor Presentation for Acquisition of Imperial Blue Business Division.
The same is also available on our website www.tilind.com.
We request you to take the above information on record.
Thanking you,
Yours faithfully,
For Tilaknagar Industries Ltd.
Minuzeer Bamboat Company Secretary & Compliance Officer
Encl: as above
Acquisition of Imperial Blue Business Investor Presentation | July 2025
Drink responsibly: The consumption of alcoholic beverages should always be approached responsibly and with awareness.
Transformational opportunity marking a strategic expansion into the whisky category
3
Top 3
34m cases
Category expansion
Acquisition of the 3rd
…to create a pan-India
…marking TI’s foray into
largest brand in the
player with combined
whisky segment, the
Indian-made foreign
annual sales (TI + IB) of
largest IMFL category in
liquor segment…
34m+ cases…
India
This landmark acquisition has been agreed for a lump sum consideration basis enterprise value of €412.6 million (~INR 4,150cr)(a)(b) Largest transaction in the Indian alcoholic beverage space by an Indian company
Includes normalized working capital of ~€70m (~INR 700cr) and deferred consideration of €28m (~INR 282cr); deferred consideration will be paid at the end of 4 years, i.e., FY30
Note: IMFL stands for Indian-made foreign liquor; TI stands for Tilaknagar Industries Limited, IB stands for Imperial Blue business division (a) (b) Subject to adjustments in accordance with the terms and conditions set out in the Business Transfer Agreement Source: IWSR (Dec-YE) Tilaknagar Industries Ltd.
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Imperial Blue at a glance
India is the largest spirits(a) and whisky market, with attractive volume and value growth
No. 1 Spirits market(a)
+9.3% Whisky market volume CAGR 2020-2024(b)
20m people over LDA(c) added annually
Rise in middle-class consumers
Scaled pan-India presence enabling TI to better compete with peers
22.4m 9-litre cases (9Lc) sold in LTM Mar-25(d)
~9% Volume share in the whisky segment
Presence in 27 States and UTs
Nationwide supply and distribution network with strong mindshare
Presence across all key large markets
Strong heritage with “top- of-mind” brand recall
Robust financial track record, despite limited focus in the last few years
INR 3,067 crs LTM Mar-25 Revenue
Imperial Blue has a strong heritage with impressive track record delivered on the back of premiumization trend
(a) For Western style spirits only, by volume (b) Dec-YE IWSR data (c) Legal Drinking Age per IWSR in 2024 Tilaknagar Industries Ltd.
(d) Including export Source: IWSR (Dec-YE)
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Agenda
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Imperial Blue: A scarce, transformational opportunity
Strategic rationale
Transaction overview
Combination overview
Potential synergies
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Whisky is the largest IMFL spirits category in India…
Whisky is the largest category within the Western Style Spirits segment…
…with a fast-growing TAM
Gin & other 1%
Vodka 4%
Rum 12%
Brandy 20%
Million 9Lc
CAGR: ~9%
259
Whisky 63%
181
The acquisition fast- tracks TI’s foray into the fast-growing whisky segment
Source: IWSR (Dec-24)
Tilaknagar Industries Ltd.
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2020
2024
Transformational opportunity
Rationale
Transaction
Combination
Synergies
… where Imperial Blue has a strong heritage
#3
Whisky brand globally by volume
Top 3
Whisky brand in India
20+
Countries
25+ years
Brand heritage
~9%
~22 mn
Volume share in the Indian whisky market
Sales volume (9Lc) in
LTM Mar-25
30x
Net sales up since 2003
15x
Volumes up since 2003
Source: IWSR (Dec-YE)
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Multiple tailwinds make Imperial Blue a compelling strategic opportunity…
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Combination to establish one of the leading players across brandy and whisky markets
▪ IB can help materially
diversify TI into the attractive Indian whisky category
Gain strong foothold in the ▪ Combination to establish a Indian whisky category, with leading player across ~8% of category value brandy and whisky markets
Gain strong foothold in the Indian whisky category
▪ 3rd largest whisky brand in India by value and volumes
▪ IB holds an ~8% share in the Gain strong foothold in the Indian whisky market as of Indian whisky category, with 2024 by value ~8% of category value
TI to become a scaled, pan-India player
▪ IB has a strong growth track record, with 25%+ sales CAGR since 1998
Gain strong foothold in the ▪ Potential for strong growth Indian whisky category, with under TI’s ownership ~8% of category value
Geographic expansion into fast-growing markets across India
▪ TI and IB have
complementary geographic exposures within India
Gain strong foothold in the ▪ A combination would create a Indian whisky category, with pan-India spirits player ~8% of category value
Strong synergy potential
▪ IB will act as the product backbone that TI can expand upon
Gain strong foothold in the ▪ IB to serve as the base for Indian whisky category, with TI’s premium portfolio ~8% of category value strategy
TI’s key strategic drivers to acquire IB include multi-category expansion and pan-India footprint
Source: IWSR (Dec-YE)
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
…in line with TI’s growth strategy and unlocking its whisky premiumisation strategy
Enhance product portfolio
▪ Build scale to capture growth within the highly attractive Indian whisky market
▪ Geographical presence enables
navigation through state-wise regulation and local constraints
Achieve regional diversification
▪ Complementary geographic
exposures within India
▪ Strengthen TI’s presence in non-Southern regions of India
Explore new category opportunities
▪ Diversify the product portfolio of the company beyond brandy into whisky
▪ Build long-term value by leveraging
premiumisation strategy across the portfolio
Disciplined debt management
▪ Focus on efficient deployment
of capital
▪ Steady mix of debt and equity to be
used in connection with the transaction
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Transaction overview
Imperial Blue overview
▪ Imperial Blue is a superior blend of Indian grain spirits and imported Scotch malts launched in India in 1997
Transaction structure
▪ TI is acquiring IB via slump sale, for a lump sum consideration basis enterprise value of €412.6 million (~INR 4,150cr as on date) which includes normalized working capital of ~€70m (~INR 700cr as on date) and deferred consideration of €28m (~INR 282cr as on date)(a)
▪ The deferred consideration is to be paid after 4 years from the transaction closing date, i.e., in FY30
▪ Proposed transaction includes acquisition of Imperial Blue and other related brands and assets from Pernod Ricard India (PRI)
Transaction funding
▪ TI intends to finance the transaction with a mix of equity and debt
▪ TI, in line with its prudent balance sheet management, aims to reduce Net Debt to EBITDA ratio to <1.0x by end of FY29
Impact on TI financials
▪ Expected to be cash EPS accretive post-closing
▪ Synergy benefits to support EBITDA margin expansion
▪ TI expects sustained top-line growth and EBITDA margins with strong RoCEs to be maintained in the future
Additional considerations
▪ UK / India FTA is expected to be a major tailwind leading to potentially expanded EBITDA margins for the IB business division
Transaction timelines
▪ TI will enter into a Transition Manufacturing and Services Agreement (TSMA) with PRI to ensure a smooth transition
▪ Definitive agreements have been signed, closing anticipated in six months from signing, subject to regulatory approval (CCI)
▪ Operational integration to commence shortly post-closing
Note: FY refers to financial year ending March (a) Subject to adjustments in accordance with the terms and conditions set out in the Business Transfer Agreement
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Transaction perimeter
Trademarks
Intellectual property
Manufacturing footprint
Raw material supply
▪ "Imperial Blue” and allied trademarks including "Imperial Black“, and "Imperial Red" brands globally
▪ Trademark license
agreement for the use of “Seagram’s” in connection with IB for a short transition period
▪ Blending recipe for IB
▪ Mix of owned and
▪ Long-term supply
▪ Rights and ownership of the “Imperial Blue” trademarks, copyrights, technical know-how and goodwill in relation to IB
shared units to support the continued volume production for IB
▪ Operations are supported by 16 manufacturing units distributed across India including 2 owned units
agreement with Chivas Brothers for CAB (Concentrated Alcoholic Beverage), an essential raw material for manufacturing IB products
▪ Procurement arrangement can be extended with mutual discussions between the parties ensuring no disruption in business
Business continuity and support
▪ PRI to transfer certain
resources to TI as part of the transaction
▪ TI will enter into a TSMA with PRI for smooth transition of the business
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
A resilient diversified player across categories with pan-India presence
LTM Mar-25
Regional split(a)
Category split
Volume
mix
East 17%(b)
West 19%(b)
North 32%(b)
South 32%(b)
Whisky 100%
East 4%(c)
West 3%(c)
Other 9%
South 93%(c)
Brandy 91%
East 13%
West 14%
Other 2%
Brandy 31%
North 23%
South 50%
Whisky 67%
Revenue (INR cr)
3,067
1,405(d)
4,472
(a) The regional / cluster wise data depicted above does not reflect the market definitions from an anti-trust perspective (b) Excluding Export & IC (c) Excluding Export & Institution segment (d) Excluding subsidy
Tilaknagar Industries Ltd.
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Imperial Blue will strengthen TI’s portfolio, providing a strong expansion platform
Brandy
PF volume
31%
Monarch Legacy Edition
Mansion House Reserve Brandy
Mansion House Chambers
Mansion House Brandy
Mansion House Flandy
Courrier Napoleon Brandy
Whisky
Imperial Blue brands
Mansion House Gold Whisky
Imperial Blue
Imperial Black
Gin, Rum & Vodka
Spaceman Spirits Lab portfolio
67%
2%
Blue Lagoon Gin
Madiraa Rum
Samsara Gin
Sitara Rum
Amara Pink Vodka
Note: Illustrative PF volume
Tilaknagar Industries Ltd.
Additional growth avenues
• Accelerate
premiumisation
• Continue with product
innovations, new formats and packaging
• Re-enter and re-launch in number of states
• Expand into new
product categories
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Combination with Imperial Blue will create one of the leading pan-India spirits player
TI sales and distribution network is concentrated in the South…
… and the combination with IB will expand coverage across all Indian territory
Tilaknagar Industries Ltd.
TI
Imperial Blue
Overlapping footprint
New states entry by TI
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Transformational opportunity
Rationale
Transaction
Combination
Synergies
Potential to capture significant growth and cost synergies
Growth synergies
Cost synergies
Increased scale and cross-selling, access to export markets
Opportunities to reap operating leverage
Strong position in value segment, boosting premiumization
Go-to-market and distribution network optimization
Drive penetration, unlock underserved regions
Future ready formats
Distribution multiplier
Potential scale efficiencies in areas such as advertising
Potential overhead and administration cost efficiencies
Multiple synergy levers to boost growth and enhance EBITDA margin
Tilaknagar Industries Ltd.
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Disclaimer
This presentation may include statements which may constitute forward-looking statements including, but without limitation, statements relating to the implementation of strategic initiatives, and other statements relating to Tilaknagar Industries’ future business developments, market position, product development and economic performance. Forward looking statements are based on certain assumptions and expectations of future events and involve known and unknown risks and uncertainties, including but not limited to market conditions, regulatory developments, operational risks, and other factors beyond the Company’s control. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The actual results, performance or achievements, could thus differ materially from those projected in any such forward-looking statements. The information and opinions contained in this presentation are current. The Company undertakes no obligation to publicly update, modify or revise any information or the opinions expressed in this presentation or any forward-looking statements as a result of new information, future events or otherwise. Any opinions or information expressed in this presentation are subject to change without notice.
Tilaknagar Industries Ltd.
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