Dabur India Ltd. — M&A Activity 2025

Dec 5, 2025

Ref: SEC/SE/2025-26 Date: December 05, 2025

To, Corporate Relations Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai- 400001

Listing Department National Stock Exchange of India Limited Exchange Plaza, 5th Floor Plot No. C/1, G Block, Bandra Kurla Complex Bandra (E), Mumbai - 400051

BSE Scrip Code: 500096

NSE Scrip Symbol: DABUR

Sub: Recei t of Observation Letter with 'no adverse observations' from BSE Limited in relation to the Scheme ofAmal amation of Sesa Care Private Limited with and into Dabur India Limited and their res ective shareholders and creditors.

Ref.: Intimation under Re ulation 30 of the SEBI Listin Obli ations and Disclosure Re uirements Re ulations 2015 as amended "Listin Re ulations" -Scheme ofAmal amation

Dear Sir/ Madam,

This is in furtherance to our intimation dated May 26, 2025 w. r. t. the Scheme of Amalgamation of Sesa Care Private Limited ("Transferor Company") with and into Dabur India Limited ("Company" or "Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 read with rules made thereunder ("Scheme").

In this regard, we would like to inform you that the Company has received observation letter with 'no adverse observations' from BSE Limited ("BSE") on December 04, 2025. A copy of the said letter is enclosed herewith. The Scheme remains subject to various statutory and regulatory approvals and of the respective shareholders and creditors of the companies involved in the Scheme, as may be required.

The observation letter received from BSE is also made available on the website of the Company at www. dabur. com.

We request you to bring the above to the notice of all concerned and take the same on record.

Thanking you,

Yours faithfully, For Dabur India Limited

Ashok Kumar

Jain

Digitally signed by Ashok Kumar Jain DN: c=IN, o=Personal, title=2634, pseudonym=fzxn5h6lv9a4tm20edjrgcpk s8q3o7w1, 2.5.4.20=08443b3bbbcf5f80cd46cc26add 8b8bdd652ffd20caa6b7340b03564e4b39 dfa, postalCode=110092, st=Delhi, serialNumber=ecb3e1fdc2a028c70333c2 d10a7e968110c5d0645b352ed6dfd1bc6 aad8147b3, cn=Ashok Kumar Jain Date: 2025.12.05 15:18:18 +05'30'

(Ash ar^Jain) Group C pany Secretary and Chief Compliance officer

End.: as above

DABLR INDIA LIMITED, Punjabi Bhawan, 10, Rouse Avenue, New Delhi-110 002. Tel. : +91 11 71206000 Fax: +91 11 23222051 Regd. Office: 8/3, AsafAll Road. New Delhi -110 002 (India) CIN: L24230DL1975PLC007908, Email: corpcomm@dabur.com, Webslte: www.dabur.com

DCS/AMAL/TS/R37/3949/2025-26

To, The Company Secretary, Dabur India Limited 8/3. Asaf Ali Road, New Delhi, Delhi - 110002.

Sub: Scheme of arrangement between Sesa Care Private Limited and Dabur India Limited

We refer to your application for Scheme of Amalgamation between Sesa Care Private Limited ("Transferor Company") and Dabur India Limited ("Transferee Company") and their respective Creditors and Shareholders under section 230 to 232 read with section 66 and other applicable provisions of the Companies Act 2013 and rules made thereunder filed with the Exchange under Regulation 37 of SEBI LODR Regulations, 2015, read with SEBI Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and Reg. 94(2) of SEBI LODR Regulations, 2015.

In this regard, SEBI vide its Letter dated December 04, 2025, has inter alia given the following comment(s) on the said draft scheme of Arrangement: -

• 1. "The Entity shall ensure that it discloses all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme."
• 1. "The Entity shall ensure that additional information, if any, submitted by the listed entity after filing the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed company and the stock exchanges."
• 1. "The Entity shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the Master Circular and ensure that all the liabilities of Transferor Company are transferred to the Transferee Company."
• 1. "The Entity is advised that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval."

TS

Page 1 of 5

• 1. "The Entity shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old."
• 1. "The entity is advised that the details of the proposed scheme under consideration as provided by the listed entity to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders."
• 1. "The entity is advised that the proposed equity shares, if any, to be issued in terms of the "Scheme" shall mandatorily be in demat form only."
• 1. "The entity is advised that the "Scheme" shall be acted upon subject to the listed entity complying with the relevant clauses mentioned in the scheme document."
• 1. "No changes to the draft scheme except those mandated by the regulators/authorities/tribunals shall be made without specific written consent of SEBI"
• 1. "The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT."
• 1. "The entity is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme."
• 1. "The entity is advised to ensure that the following additional disclosure to the public shareholders as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, to enable them to take an informed decision: -

Comments from CFD

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• 1. Details of assets, liabilities, net worth and revenue of the companies involved, pre and post scheme
• 1. Impact of scheme on revenue generating capacity of listed entity.
• 1. Need and Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• 1. Value of assets and liabilities of Transferor Company that are being transferred to Transferee Company.
• 1. Details/facts about the basis of valuation including projections considered for valuation Transferor and Transferee Companies along with justification for growth rate considered for valuation.
• 1. Latest financials of Transferor and Transferee companies should be updated on the Website and same also to be disclosed in the explanatory statement.
• 1. Revised shareholding pattern of Transferor and Transferee Companies Pre and Post-Merger.
• 1. Pre and Post scheme shareholding of Transferor and Transferee Companies as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.
• 1. Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Resulting Company to the shareholders.
• 1. Stock Exchange shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated December 04, 2025, shall form part of disclosures to the shareholders.

Comments from DDHS

• 1. The proposed Scheme of Arrangement between Dabur India Limited (DIL) and Sesa Care Private Limited (SCPL) shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• 1. The entities involved in the proposed scheme shall not provide any misstatement or furnish false information with regard to disclosures to be made in the draft scheme of amalgamation as per provisions of Chapter XII of the Master Circular ref no. SEBI/HO/DDHS/DDHS-PoD-1/P/CIR/2024/48 dated May 21, 2024.

• 1. The entities involved in the proposed scheme shall not make any changes the the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/ tribunal.
• 1. The listed entity(ies) involved in the proposed scheme shall include information pertaining to the unlisted entity, if any, in the format specified for abridged prospectus as per SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, in the notice or proposal to be sent to the holders of NCDs/NCRPS while seeking approval for the scheme. The accuracy and adequacy of such disclosures shall be certified by the SEBI registered Merchant Banker after following the due diligence process.
• 1. The listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.
• 1. The listed entity(ies) shall ensure, the entities involved in the proposed scheme have compiled with the relevant provisions of the Companies Act, 2013, GEM (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Covenants of the Debenture Trust Deeds entered with the Debenture Trustee(s) any other relevant regulations and circulars.
• 1. The listed entity(ies) shall ensure that applicable additional information, if any to be submitted to SEBI along with draft scheme of arrangement as advised by email dated December 04, 2025 shall form part of disclosures to the shareholders.
• 1. "It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations."

In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon'ble NCLT.

Please note that the submission of documents/information, in accordance with the circular to SEBI/Exchange should not any way be deemed or construed that the same has been cleared or approved by SEBI/Exchange. SEBI/Exchange does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the document submitted.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted company involved in the format prescribed for abridged prospectus as specified in the Master circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023.

Kindly note that as required under Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be six months from the date of this Letter, within which the scheme shall be submitted to the. NCLT.

The Exchange reserves its right to withdraw its 'No adverse observation' at any stage if the information submitted to the Exchange is found to be incomplete/incorrect/misleading/false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon'ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange's representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted. You may please refer to circular dated February 26, 2019, issued to the company.

Yours faithfully.

For

Kinnar Mehta Assistant Vice President

TQ1. 1

Toshika Sharma Deputy Manager

Page 5 of 5

Gupta Saket

From:	Toshika Sharma
Sent:	04 December 2025 18:13
To:	Gupta Saket
Cc:	Vishal Jhaveri; Kinnar Mehta; BSE Schemes
Subject:	[EXTERNAL] Observation Letter_Scheme of arrangement between Sesa Care Private
	Limited and Dabur India Limited
Attachments:	OL_Dabur India Limited.pdf

Dear Saket,

Please find attached herewith the "Observation Letter" pursuant to Scheme of Arrangement between Sesa Care Private Limited and Dabur India Limited and their respective Shareholders under Regulation 37, SEBI (LODR), 2015 and Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Please note that the following details are to be part of the disclosures to the shareholders pursuant to Point number 13 of the Observation Letter: -

• 1. In cases of Demerger, apportionment of losses of the listed company among the companies involved in the scheme.
• 1. Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant (CA).
• 1. Any type of arrangement or agreement between the demerged company / resulting company / merged / amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified by CA.
• 1. In the cases of capital reduction/ reorganization of capital of the Company, the built up of the accumulated losses over the years, certified by CA.
• 1. Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA.
• 1. In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage
• 1. Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.
• 1. List of comparable companies considered for comparable companies' multiple method, if the same method is used in valuation.
• 1. Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA.
• 1. Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.
• 14.Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.
• 15.Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.
• 1. In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.
• 1. How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.
• 1. Tax/other liability/benefit arising to the entities involved in the scheme, if any.
• 19.Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the Accounting Standards/Indian Accounting Standards.
• 1. If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.
• 21.Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards.
• 22.Confirmation that the scheme is in compliance with the applicable securities laws.
• 23.Confirmation that the arrangement proposed in the scheme is yet to be executed.

Thanks & Regards, Toshika Sharma Deputy Manager Listing Operations Further Issues BSE Limited, P J Towers, Dalal Street, Mumbai -400001, India www.bseindia.com