DSM Fresh Foods acquires Ambrozia Frozen Food through business transfer agreement

DSM Fresh Foods, a technology-enabled fresh foods platform operating under the ZappFresh brand, today announced that Avyom Foodtech, has executed a binding Business Transfer Agreement (BTA) with Ambrozia Frozen Food Partnership Firm for the acquisition of Ambrozia’s operating food processing business on a slump sale, going-concern basis. The transaction marks DSM Fresh Foods’ strategic entry into the Ready-to-Eat (RTE) and Ready-to-Cook (RTC) processed foods segment through a revenue-generating, asset-backed platform.

Transaction Structure

DSM Fresh Foods is proposing to acquire a 76% equity stake in Avyom Foodtech through a primary cash infusion of ₹8 crore (approx.), which will be infused into the acquired business.

Concurrently, DSM Fresh Foods’ promoter, Deepanshu Manchanda, will invest ₹2 crore (approx.) in Avyom Foodtech at the same valuation, through a fresh issue of shares comprising 19% equity, along with an additional 5% equity to be issued as sweat equity.

Strategic Rationale

The execution of the BTA is expected to accelerate DSM Fresh Foods’ growth trajectory through:

Immediate Scale-Up in Processed Foods: Acquisition of a running, revenue-generating operation is expected to save approximately 12-18 months compared to a greenfield expansion involving land acquisition, construction, regulatory approvals, and customer onboarding.

Manufacturing Infrastructure: ~30,000 sq. 􀅌. facility with four (4) parallel, automated/semi-automated production lines and in-house QA/QC labs, enabling consistent quality and scalable multi-product throughput.

Export-Ready Manufacturing Platform: The facility is FSSAI-approved and export compliant, enabling faster access to international markets and the potential to diversify revenue streams.

Strong Standalone Brand & Product Platform: Ambrozia brings a proven processed and frozen foods portfolio with proven customer acceptance, offering consistent taste, cost efficiency, and plug-and-play scalability under the ZappFresh brand.

Value Creation through Platform Integration: Integration with DSM’s quality systems, cold-chain logistics, and distribution capabilities, along with rebranding under the ZappFresh umbrella, is expected to accelerate revenue growth under a leaner cost structure, leading to improved operating leverage and higher long-term value creation.

Structural Growth Tailwinds*: RTE/RTC are among the fastest-growing segments in packaged foods, with ~19% CAGR projected over the next five years, providing a strong long-term growth runway.

The acquired business generated revenues of approximately ₹13 crore in FY25 and is currently at an annual revenue run-rate of ₹16 crore, demonstrating scalability and commercial viability of the underlying infrastructure

Transaction Overview

The execution of the BTA follows the Board approval disclosed earlier and marks the formal transition from strategic approval to operational ownership. As part of the transaction, Avyom Foodtech will acquire Ambrozia’s fully operational food processing business, including land, plant & machinery, inventory, contracts, licenses, and other associated assets, along with identified liabilities such as bank borrowings and trade payables.

The acquired business has historically demonstrated scalability and is currently operating at modest profitability levels, reflecting sub-scale utilisation, with meaningful scope for margin improvement through higher throughput and integration with DSM’s platform.

The transaction is structured with staggered conveyance linked to consideration milestones to ensure capital efficiency and downside protection. Subsequent tranches are contingent upon achieving and sustaining monthly order book, ensuring alignment between capital deployment and business performance while providing downside protection.

Commenting on the development, Deepanshu Manchanda, managing director, DSM Fresh Foods, said, “The execution of the Business Transfer Agreement represents a critical milestone in DSM’s transformation into an integrated food solutions platform. The structured and performance-linked framework ensures capital discipline while giving us immediate operational control over a scalable, export-ready processed foods business. This positions us strongly to build a meaningful RTE and RTC vertical over the coming quarters while enhancing long-term shareholder value.”

* Source : Motilal Oswal Thematic Consumer Report, January 2026 (includes packaged sweets)