Dabur India Limited · NSE:DABUR
Dabur India — Merger or Acquisition (October 2024)
24 slides from Dabur India's merger presentation, Oct 30, 2024
Slide 1: Proposed Acquisition of Sesa Care Private Limited through merger
lndla Ltd. Ref: SEC/SE12024-25 October 30,2024 To, Corporate Relations Department Listing Department BSE Ltd. National Stock Exchange of lndia Ltd. Phiroze Jeejeebhoy Towers, Exchange Plaza, Sth Floor Dalal Street, Plot No. C/1, G Block, Bandra - Kurla Mumbai- 400001 Complex, Bandra (E), Mumbai- 400
Slide 2: Board approval and signature of cover letter
The above transaction has been approved by the Board of Directors of the Company in their meeting held today i.e. on October 30,2024, which commenced at 12.00 PM and concluded at 03.05 PM. _ This is for your information and records. Thank you. Yours faithfully, For Dabur lndia Limited ln. SAKET Digi
Slide 3: Annexure I: Acquisition / Merger disclosure - Sesa Care
Annexure I Disclosure under sltb-para (1) ti.e. Acquisition(s) (including agreement to acquire)l of Para (A) of Part (A) of Schedule lll to the Regutation 30 SEBtlListing OOtigaiion iha Disclosure Requirements) Regulations, 201 S PART A: ACQUISTION / MERGER 1. SESA CARE PRIVATE LIMITED S. No. Partic
Slide 4: Annexure I: Timeline, consideration and cost of acquisition
S. No. Particulars Description unOer Sections 230 to 232 of the Companies Act, 2013 for completion of the merger. 6 lndicative time Period for Subject to fulfilment of terms and conditions of completion of the acquisition the lmplementation Agreement ("lA'), the merger process is expected to complet
Slide 5: Annexure I: Sesa Care details and Sesa Bangladesh
S. No. Particulars Description significant information (in Flagship product is Sesa Ayurvedic Oil and the portfolio also includes other key offerings such as shampoos, conditioners etc. Date of lncorporation: 23-08-2018 Countries in which Target Company has presence: lndia, Bangladesh Details of las
Slide 6: Annexure I: Sesa Care Bangladesh disclosure
S. No. Particulars Description 4 Objects and impact of Same as explained for Target Company. acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the Listed entity) 5 Brief details of any government
Slide 7: Part B: Corporate Guarantee disclosure
Disclosure under sub-para (11) ti.e. Giving of guarantees or indemnity or becoming a surety, by whatever name called, for any third party)l of para (B) of part (A) of Schedule lll to the Regulation 30 SEB, (Listing Obligation and Disclosure Requ i rem ents) Reg u I ation s, 20 1 S PART B: CORPORATE
Slide 8: Annexure II: Proposed Merger of Sesa Care with Dabur India
Annexure II Proposed Merger of Sesa care with Dabur lndia New Dethi, october 3orh,2o24 Dabur lndia Limited #: today announced that it has entered into an agreement to merge sesa care Private Limited (sesa), subiect to regutatory approvats. As part of the transaction, Dabur wil't acquir e 51o/o of th
Slide 9: Sesa - A 'Natural' fit
Annexure III Sesa- A ‘Natural’ fit 30th October 2024
Slide 10: Proposed merger of 'Sesa Care Private Limited'
Proposed merger of ‘Sesa Care Private Limited’
Slide 11: Key agendas: SESA Business overview
KEY AGENDAS SESA Strategic Dabur’s Transaction Business rationale right to win structure overview
Slide 12: SESA Business overview
1. SESA Strategic Dabur’s Transaction Business rationale right to win structure overview
Slide 13: SESA - A Leading Ayurvedic Hair Care brand
SESA – A Leading Ayurvedic Hair Care brand ~INR 133 Cr revenue* #3 Player in Ayurvedic Hair Potential to expand; Oils Category significant synergies ~13% EBITDA* Paonta Sahib Potential to expand; Own manufacturing significant synergies facility in Himachal Pradesh India & Bangladesh Key markets Note
Slide 14: With a Strong Product Portfolio
With a Strong Product Portfolio 90% + salience of core portfolio – Ayurvedic Hair oils and shampoo Anti hair fall oil Anti hair fall shampoo
Slide 15: Strategic rationale
2. SESA Strategic Dabur’s Transaction Business rationale right to win structure overview
Slide 16: Compelling Rationale for the Merger
Compelling Rationale for the Merger 1 2 Filling a Strong brand equity “white space” 3 4 Market reach Cost synergies augmentation
Slide 17: Filling a White space in ~INR 900 Cr Ayurvedic Hair Oil Segment
1 Filling a White space in ~INR 900 Cr Ayurvedic Hair Oil Segment Hair Oils Perfumed Coconut Pure Amla Based Light hair oil Ayurvedic Cooling Coco/Coco Coco Light Based Proposed merger
Slide 18: Sesa - a Heritage Ayurvedic Label
2 Sesa- a Heritage Ayurvedic Label Sesa has a strong brand equity attributed to ayurvedic product formulation and loyal customer base Certified by Department of Pure herbs and oils 25+ #3 ~11% Ayurveda No mineral oil No parabens Years of Ayurvedic hair Market legacy oil category share (India) Formul
Slide 19: Significant Cost & Revenue Synergies
Significant Cost & Revenue Synergies 3 Market reach augmentation 4 Unlocking cost synergies Levers for Operating margin expansion Optimize cost by reducing overlaps Leverage Dabur’s PAN India distribution network Premium pricing with a superior gross margin profile Ayurvedic hair oil category has hi
Slide 20: Dabur's right to win
3. SESA Strategic Dabur’s Transaction Business rationale right to win structure overview
Slide 21: Dabur's Right to Win in Ayurvedic Hair Oil Category
Dabur’s Right to Win in Ayurvedic Hair Oil Category Harnessing Dabur’s Strong Strong Ayurvedic equity Leadership in Hair oils Capabilities with #1 Industry leading distribution network in Amla 140 250+ World Class Expertise across Supply Chain Years of Ayurvedic #2 legacy products in Almond Differen
Slide 22: Transaction structure
4. SESA Strategic Dabur’s Transaction Business rationale right to win structure overview
Slide 23: Transaction Structure
Transaction Structure Sesa Care Private Limited to merge with Dabur India Limited post regulatory approvals ▪ Acquisition of 51% of the total paid up Cumulative Redeemable Preference Shares (CRPS) of the company at a cash consideration of INR 12.6 Cr ▪ Debt liability of INR 289 Cr to be taken over b
Slide 24: Disclaimer
Disclaimer Cautionary note concerning forward-looking statement Certain statements made in this presentation relating to the Company’s objectives, projections, outlook, expectations, estimates, among others may constitute ‘forward-looking statements’ within the meaning of applicable laws and regulat