Dabur India Ltd. — M&A Activity 2024

Oct 30, 2024

SAKET GUPTA

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082, 2.5.4.20=f906b998ff8350884324fce 684efd5ec7e8a30105f5b0582d44ff 06450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468a e84dacaccc2b51cda44d5cd174d4ff d824b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:18:53 +05'30'

03.05

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082, 2.5.4.20=f906b998ff8350884324f ce684efd5ec7e8a30105f5b0582d SAKET 44ff06450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468 ae84dacaccc2b51cda44d5cd174 GUPTA d4ffd824b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:19:20 +05'30'

SAKET GUPTA Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082, 2.5.4.20=f906b998ff8350884324fce684efd5ec7e8a30105f5b0582d44ff06450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468ae84dacaccc2b51cda44d5cd174d4ffd824b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:20:33 +05'30'

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082, 2.5.4.20=f906b998ff8350884324fce684efd5ec7e8a30105f5b0582d44ff06450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468ae84dacaccc2b51cda44d5cd174d4ffd824b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:20:59 +05'30'

SAKET

GUPTA

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082, 2.5.4.20=f906b998ff8350884324fce6 84efd5ec7e8a30105f5b0582d44ff06 450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468ae 84dacaccc2b51cda44d5cd174d4ffd8 24b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:21:23 +05'30'

SAKET

GUPTA

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082,

2.5.4.20=f906b998ff8350884324fce6 84efd5ec7e8a30105f5b0582d44ff06 450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468ae 84dacaccc2b51cda44d5cd174d4ffd8 24b9094df6890d00, cn=SAKET GUPTA

SAKET

GUPTA

Date: 2024.10.30 15:21:44 +05'30'

SAKET GUPTA

Digitally signed by SAKET GUPTA DN: c=IN, o=Personal, title=9082,

2.5.4.20=f906b998ff8350884324fce 684efd5ec7e8a30105f5b0582d44ff0 6450b0811f, postalCode=201301, st=Uttar Pradesh, serialNumber=a413722edb12468ae 84dacaccc2b51cda44d5cd174d4ffd 824b9094df6890d00, cn=SAKET GUPTA Date: 2024.10.30 15:22:05 +05'30'

Annexure II

Annexure III

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Sesa- A ‘Natural’ fit

30[th] October 2024

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Proposed merger of ‘Sesa Care Private Limited’

KEY AGENDAS

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SESA Business overview

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Strategic Dabur’s Transaction rationale right to win structure

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1.
SESA
Strategic Dabur’s Transaction
Business
rationale right to win structure
overview
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~INR 133 Cr revenue* Potential to expand; significant synergies

~13% EBITDA*

Potential to expand; significant synergies

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#3 Player

in Ayurvedic Hair Oils Category

Paonta Sahib

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Own manufacturing facility in Himachal Pradesh

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India & Bangladesh Key markets

Note: Bangladesh contributes ~13% in revenue *as per FY24 audited financials

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90% + salience of core portfolio – Ayurvedic Hair oils and shampoo

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Anti hair fall oil

Anti hair fall shampoo

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2.

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SESA Business overview

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Strategic rationale

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Dabur’s Transaction right to win structure

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1
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Filling a
“white space”
3
Market reach
augmentation
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2
Strong brand equity
4
Cost synergies
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1

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Hair Oils
Perfumed Coconut
Pure
Amla Based Light hair oil Ayurvedic Cooling Coco/Coco Coco Light
Based
Proposed
merger
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2

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Sesa has a strong brand equity attributed to ayurvedic product formulation and loyal customer base

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Certified by Department of
Pure herbs and oils
Ayurveda
25+ #3 ~11%
No mineral oil No parabens
Years of Ayurvedic hair Market
legacy oil category share (India)
Formulated using 5,000 years old ayurvedic
composition
✓ 18 herbs ✓ 5 oils
✓ Pure Cow milk ✓ Boiled for 22 hours
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3
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Market reach augmentation

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4 Unlocking cost synergies
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Leverage Dabur’s PAN India distribution network

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Levers for Operating margin expansion

Optimize cost by reducing overlaps

Premium pricing with a superior gross margin profile

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Ayurvedic hair oil category has high single digit penetration; headroom for growth

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Potential to capture synergies in Procurement & Supply chain

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Expand in key international markets

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Enhance efficiency of operations

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3.

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SESA Strategic Dabur’s Transaction Business rationale right to win structure overview

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Strong Ayurvedic equity

with

250+

140 250+ Years of Ayurvedic legacy products

World’s largest Ayurvedic and Natural Health Care company

Leadership in Hair oils

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#1 in Amla

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#2 in Almond

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#3

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in Coconut

Harnessing Dabur’s Strong Capabilities

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Industry leading distribution network

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World Class Expertise across Supply Chain

Differentiated & Strategic Customer Relationships across Channels, particularly in MT & E- Commerce

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Strong International Presence across 120 Countries

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4.

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SESA
Strategic Dabur’s Transaction
Business
rationale right to win structure
overview
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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

Deal mechanics

▪ Debt liability of INR 289 Cr to be taken over by Dabur by extending Corporate Guarantee (CG) ▪ Subsequently, Sesa would be merged with Dabur. As a part of the merger, shares of Dabur India Limited will be issued in exchange of the equity shares and remaining 49% CRPS of Sesa Care Private Limited. The same will be basis the valuation reports obtained in due course

▪ EV (including debt of INR 289 Cr) estimated in the range of INR 315-325 Cr

Enterprise value

▪ Competitive valuation: EV/ Sales: 2.4x and EV/ EBITDA: 19-20x; Value accretive post merger

Timeline

▪ Completion of merger ~15 to 18 months subject to regulatory approvals

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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 regulations. Actual results may differ from such expectations, projections etc., whether express or implied. These forward-looking statements are based on various assumptions, expectations and other factors which are not limited to, risk and uncertainties regarding fluctuations in earnings, competitive intensity, pricing environment in the market, economic conditions affecting demand and supply, change in input costs, ability to maintain and manage key customer relationships and supply chain sources, new or changed priorities of trade, significant changes in political stability in India and globally, government regulations and taxation, climatic conditions, natural calamity, commodity price fluctuations, currency rate fluctuations, litigation among others over which the Company does not have any direct control. The company cannot, therefore, guarantee that the ‘forward-looking’ statements made herein shall be realized. The Company, may alter, amend, modify or make necessary corrective changes in any manner to any such forward looking statement contained herein or make written or oral forward-looking statements as may be required from time to time based on subsequent developments and events.