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Emami Ltd Capital/Financing Update 2023

Mar 28, 2023

61637_rns_2023-03-28_d0af1e39-25de-4721-b170-33557edb4ab3.pdf

Capital/Financing Update

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March 28, 2023

The Manager The Manager BSE Limited National Stock Exchange of India Limited Corporate Relationship Department Listing Department Phiroze Jeejeebhoy Towers Exchange Plaza, 5[th] Floor, Plot no. C/1 Dalal Street G Block, Bandra Kurla Complex Mumbai- 400001 Bandra (E), Mumbai-400 051 Scrip Code: 531162 Symbol: EMAMILTD

Subject: Filing of public announcement pursuant to Regulation 16(iv)(c) and filing of Board Resolution pursuant to Regulation 5(vii) for Emami Limited in accordance with and in terms of Securities and Exchange Board of India (Buy -Back of Securities) Regulations 2018, as amended (“Buyback Regulations”), through open market route using stock exchange mechanism (“Buyback”).

Dear Sir,

This is in relation to the buyback of fully paid-up equity shares having a face value of INR 1/- (Rupee One only) each of the Emami Limited (“Company”) at a price not exceeding INR 450/- (Rupees Four Hundred Fifty only) per equity share ( “Maximum Buyback Price” ) and for an aggregate amount not exceeding INR 18,600 lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Only) ( “Maximum Buyback Size” ), from the shareholders of the Company (other than the promoters, the promoters group and persons in control of the Company) payable in cash via “Open Market” route through the stock exchange mechanism which is not more than 10% of the total paid-up capital and free reserves of the Company based on the lower of the latest audited standalone and consolidated financial statements of the Company as on March 31, 2022, in accordance with the provisions under the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended ( “Buyback Regulations” ), and the Companies Act, 2013, as amended, and other applicable provisions (the process hereinafter referred to as the “Buyback” ).

In terms of regulation 5(vii) of the Buyback Regulations, please find enclosed herewith a certified copy of board resolution passed by the board of directors of the Company at their meeting held on Friday, March 24, 2023 for approving the buyback of Equity Shares of the Company - Annexure I .

Further, the Buyback Committee (in accordance with the authority given by Board of Directors in their meeting held on March 24, 2023) , in its meeting held on March 27, 2023 has fixed the record date as April 12, 2023 ( “Record Date” ). In accordance with Regulation 17(ii) of the Buyback Regulations, the Buyback Offer shall open not later than four Working Days from the date of the Record Date and shall close within sixty six Working Days from the date of the opening of the Buyback - Annexure II .

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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In accordance with Regulation 7(i) of the Buyback Regulations, the Public Announcement dated March 27, 2023 was made by the Company on March 28, 2023 in the following newspapers:

Publication Language Editions
Business Standard English All edition
Business Standard Hindi Alledition
Ek Din Bengali Kolkata edition

In this regard, we are pleased to submit the newspaper clippings of Public Announcement dated March 27, 2023 published in Business Standard (English edition) on March 28, 2023 – Annexure III

In relation to the Buyback Offer, please note that the Public Announcement contains all the disclosures as specified in Schedule IV to be read along with Schedule I of the Buyback Regulations.

Capitalized terms not defined herein shall have the same meaning as assigned to such terms in the Public Announcement.

We trust that this is in order.

We request you to take the above information on record.

Sincerely,

For and on behalf of Emami Limited

ARUN KUMAR Digitally signed by ARUN KUMAR JOSHI JOSHI Date: 2023.03.28 11:53:40 +05'30' A K Joshi Company Secretary & VP-Legal

Enclosed: As above

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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Certified copy of resolutions passed at Board Meeting of Emami Limited held on 24[th] March 2023 at 10.30 am at Emami Tower 687 Anandapur, E M Bypass Kolkata 700107

A. BUYBACK OF EQUITY SHARES:

"RESOLVED THAT Pursuant to the provisions of Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and other relevant Rules made thereunder, each as amended from time to time (“ Companies Act ”) (including any statutory amendment(s), modification(s) or reenactments from time to time), the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“ SEBI Buyback Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”) (including any statutory amendment(s), modification(s) or re-enactments from time to time) and Article 52A of the Articles of Association of the Company, and subject to such other approvals, permissions, consents, exemptions, and sanctions of the Securities and Exchange Board of India (“ SEBI ”), the Registrar of Companies, Kolkata at West Bengal (the “ ROC ”) and / or other authorities, institutions or bodies, as may be applicable (together with SEBI and ROC, the “ Appropriate Authorities ”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, exemptions and sanctions which may be agreed to by the Board of Directors of the Company (the “ Board ” which expression shall be deemed to include any committee constituted by the Board and / or officials, which the Board may constitute / authorise to exercise its powers, including the powers conferred by the board resolution), the Board at its meeting held on 24-3-2023 (“ Board Meeting ”), approved the buyback of fully paid-up equity shares of the face value of INR 1/- (Indian Rupee One Only) (“ Equity Shares ”) of the Company, each from its shareholders /beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding INR 18,600 Lakh (Rupees Eighteen Thousand Six Hundred Lakh Only) (“ Maximum Buyback Size ”), and at a price not exceeding INR 450/- (Rupees Four Hundred And Fifty Only) per Equity Share (“ Maximum Buyback Price ”), payable in cash (the process being referred hereinafter as “ Buyback ”). The Maximum Buyback Size and Maximum Buyback Price do not include any other expenses incurred or to be incurred for the Buyback like filing fees like filing fees payable to SEBI, brokerage cost, filing fees, advisory fees, intermediaries’ fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as buyback tax, securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses (collectively referred to as “ Transaction Costs ”). The Maximum Buyback Size represents 9.94% and 9.99% of the aggregate of the total paid-up capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively (being the latest

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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available audited standalone and consolidated financial statements of the Company) which is not more than 10% of the total paid-up capital and free reserves of the Company based on the lower of the latest audited standalone and consolidated financial statements in accordance with the proviso to the Regulation 5(i)(b) of the Buyback Regulations;

RESOLVED FURTHER THAT the Maximum Buyback Size and the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 41,33,333 (Forty One Lakh Thirty Three Thousand Three Hundred Thirty Three Only) Equity Shares (“ Maximum Buyback Shares ”), which will not exceed 25% of the total number of Equity Shares in the total paid-up equity capital of the Company. The Company will comply with the requirement of maintaining a minimum public shareholding of at least 25% of the total paid up equity share capital of the Company as provided under Regulation 38 of the Listing Regulations, during the Buyback period and upon completion thereof;

RESOLVED FURTHER THAT the Company shall utilize at least 75% of the Maximum Buyback Size i.e. INR 13,950 Lakh (Rupees Thirteen Thousand Nine Hundred Fifty Lakh Only) (“ Minimum Buyback Size ”) for the Buyback, and based on the Minimum Buyback Size and the Maximum Buyback Price, the Company will purchase an indicative minimum of 31,00,000 (Thirty One Lakh Only) Equity Shares (“ Minimum Buyback Shares ”). If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the indicative Maximum Buyback Shares (assuming full deployment of the Maximum Buyback Size) but will always be subject to the Maximum Buyback Size;

RESOLVED FURTHER THAT , the Company the Company shall utilize a minimum of 40% of the amount earmarked for the Buy Back i.e. ₹ 7,440 Lakh (Rupees Seven Thousand Four Hundred Forty Lakh Only) within the initial half of the six months from the date of opening of the opening of the Buy Back;

RESOLVED FURTHER THAT the Buy-back period shall in any case close within six months from the date of opening of the offer. The Board, in its absolute discretion, may decide to close the Buyback at any time, provided that at least 75% (Seventy Five percent) of the Maximum Buyback Size is utilized for buying back the Equity Shares, by giving appropriate notice of such earlier date and completing all formalities in this regard as per relevant laws and regulations;

RESOLVED FURTHER THAT the Company shall implement the Buyback using the "Open Market Route through Stock Exchange Mechanism" as prescribed under SEBI Buyback Regulations and other applicable Regulations, if any including any further amendments thereof;

RESOLVED FURTHER THAT as required by Regulation 16(ii) of the Buy Back Regulations, the Company shall not Buy Back shares from the promoters, member of promoter group and person in control of the Company;

regd. office : 687 anandapur e. m. bypass kolkata 700107 India

phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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RESOLVED FURTHER THAT the Company will use the platform of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) for the purpose of the Buyback;

RESOLVED FURTHER THAT the Buyback from non-resident shareholders, Overseas Corporate Bodies (OCB's), Foreign Institutional Investors, Foreign Portfolio Investors and shareholders of foreign nationality, if any, shall be subject to such approvals, if and to the extent necessary or required from concerned authorities including approvals from the Reserve Bank of India ("RBI'') under Foreign Exchange Management Act, 1999 and rules and regulations framed there under, if any;

RESOLVED FURTHER THAT the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015, as amended (the "SEBI Listing Regulations");

RESOLVED FURTHER THAT the Company has complied and shall continue to comply with Section 70 of the Act, wherein:

  1. It shall not directly or indirectly purchase its own shares through a subsidiary company including its own subsidiary companies, if any; or through any investment company or group of investment companies.

  2. There are no defaults subsisting in the repayment of deposits or interest payment thereon, redemption of debentures or interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable there on to any financial institution or banking company (including interest payable thereon); and

  3. The Company is in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act.

RESOLVED FURTHER THAT the proposed Buyback shall be made by the Company from time to time under the SEBI Listing Regulations and Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations 2011 ("SEBI Takeover Regulations"), from its free reserves and/or surplus and/or such other sources or by such mechanisms as may be permitted by law, and on such terms and conditions as the Board may, in its absolute discretion, decide from time to time, and deem fit;

RESOLVED FURTHER THAT nothing contained herein above shall confer any right on the part of any shareholder to offer, or any obligation on the part of the Company or the Board to buyback any shares and/or impair any power of the Company or the Board to terminate any process in relation to such Buyback if so permissible by law;

RESOLVED FURTHER THAT in terms of Regulation 24 (iii) of the SEBI Buyback Regulations, Shri A.K. Joshi Company Secretary and Compliance Officer & Vice President - Legal, be and is hereby appointed as the Compliance Officer for the purpose of the Buyback, and Mr Ravi Kr Bahl, Ms.Akriti Mishra and Mr. S K Choubey of M/s. Maheshwari Datamatics Pvt. Ltd, the Registrar and Transfer Agents, as persons responsible for Investors’ services to redress the grievances of the investors;

regd. office : 687 anandapur e. m. bypass kolkata 700107 India

phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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RESOLVED FURTHER THAT in terms of Section 69 of the Companies Act, the Company shall transfer from its free reserves or securities premium account, a sum equal to the nominal value of the equity shares bought back through the Buyback, to the Capital Redemption Reserve account;

  1. That immediately following the date of Board Meeting held on 24-3-2023, there will be no grounds on which the Company could be found unable to pay its debts,

  2. That as regards the Company's prospects for the year immediately following the date of the Board Meeting held on 24-3-2023 approving the Buyback is passed, having regard to the Board's intentions with respect to the management of the Company's business during that year and to the amount and character of the financial resources, which will, in the Board's view, be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from the date of this Board Meeting.

  3. In forming its opinion for the above purposes, the Board has taken into account the liabilities as if the Company were being wound up under the provisions of the Companies Act or the Insolvency and Bankruptcy Code, 2016 (including prospective and contingent liabilities).

RESOLVED FURTHER THAT the Board hereby confirms that:

  • All Equity Shares of the Company are fully paid up;

  • that the Company has not undertaken a buyback of any of its securities during the period of one year immediately preceding the date of this Board meeting;

  • the Company shall not make any offer of buyback within a period of one year reckoned from the date of closure of the Buy-Back.

  • the Company shall not purchase shares under the Buyback from its promoters, promoter group, persons in control and persons acting in concert;

  • the Company shall not raise further capital for a period of one year from the expiry of Buyback period except in discharge of subsisting obligations, if any, such as conversion of warrants, stock option schemes, sweat equity or conversion of preference share or debentures into equity shares;

  • the Company shall not issue any Equity Shares or other specified securities including by way of bonus till the expiry of Buyback period;

  • the Company shall not buy back its Equity Shares or other specified securities from any person through negotiated deal whether on or off the stock exchanges or through spot transactions or through any private arrangement in the implementation of the Buyback;

  • the aggregate maximum amount of the Buyback, i.e., INR 18,600 Lakh (Rupees Eighteen Thousand Six Hundred Lakh Only) being 9.94% and 9.99% of the aggregate of the paid-up capital and free reserves (including securities premium, if any) as per the last audited financial statements (both standalone and consolidated, respectively) of the Company as on March 31, 2022;

regd. office : 687 anandapur e. m. bypass kolkata 700107 India

phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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  • the aggregate amount proposed under Buyback shall be not more than 10% of the paidup equity share capital and free reserves (including securities premium) of the company, based on the lower of standalone and consolidated financial statements of the Company.

  • no public announcement of Buyback shall be made during the pendency of any scheme of amalgamation or compromise or arrangement pursuant to the provisions of the Companies Act;

  • the Buyback would be subject to the condition of maintaining minimum public shareholding requirements as specified in Regulation 38 of the SEBI Listing Regulations;

  • the Company shall not withdraw the Buyback offer after the public announcement of the offer of the Buyback is made;

  • the Company shall comply with the statutory and regulatory timelines in respect of the Buyback in such manner as prescribed under the Companies Act and/ or the SEBI Buyback Regulations and any other applicable laws;

  • the Company shall not utilize any money borrowed from banks or financial institutions for the purpose of buying back its shares;

  • the Company shall not directly or indirectly purchase its own Equity Shares:

  • a) through any subsidiary company including its own subsidiary companies, if any or

  • b) through any investment company or group of investment companies;

  • the Company is in compliance and will continue to be in compliance with the provisions of Sections 92, 123, 127 and 129 of the Companies Act;

  • there are no defaults subsisting in the repayment of deposits, interest payment thereon, redemption of debentures or payment of interest thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or banking company;

  • the ratio of the aggregate of secured and unsecured debts owed by the Company after the Buyback shall not be more than twice its paid-up capital and free reserves, based on the lower of standalone and consolidated financial statement of the Company, or such other ratio as may be permissible;

  • the Company shall transfer from its free reserves or securities premium account and/ or such sources as may be permitted by law, a sum equal to the nominal value of the Equity Shares purchased through the Buyback to the Capital Redemption Reserve (‘CRR’) account and the details of such transfer shall be disclosed in its subsequent audited balance sheet;

  • the Buyback shall not result in delisting of the Equity Shares from the stock exchanges;

  • the consideration shall be paid by the Company in form of cash only;

  • the maximum number of Equity Shares that can be bought back will be in accordance with clause 40A of listing agreement of the stock exchanges, section 68 of the Act and regulation 14(3) of the Buy-back Regulations; and

regd. office : 687 anandapur e. m. bypass kolkata 700107 India

phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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  • as per Regulation 24(i)(e) of the SEBI Buyback Regulations, the promoters and members of promoter group, and their associates, if any, shall not deal in the Equity Shares or other specified securities of the Company either through the stock exchanges or off-market transactions (including inter-se transfer of Equity Shares among the promoters and members of promoter group) from the date of this resolution till the closing of the Buyback offer;

  • the buyback shall be made only through order matching mechanism except “all or none” order matching system

  • The Company confirms that all its subscribed, issued and paid up equity capital is listed and no Equity Shares are pending listing;

RESOLVED FURTHER THAT no information or material that is likely to have a bearing on the decision of investors to participate in the Buyback has been suppressed or withheld or incorporated in a manner that would amount to mis-statement or misrepresentation and in the event of it transpiring at any point of time that any information or material has been suppressed or withheld or amount to a mis-statement or misrepresentation, the Board and the Company shall be liable for penalty in terms of the provisions of the Companies Act and the SEBI Buyback Regulations;

RESOLVED FURTHER THAT the Buyback is being proposed, inter-alia, for the following reasons: a) The Buyback gives the Company an opportunity to distribute surplus cash to its shareholders in proportion to their shareholding; b) The Buyback may help in improving return on equity and other financial ratios, by reduction in the equity base, thereby leading to long term increase in shareholders’ value; and; c) The Buyback gives an option to the shareholders to either participate in the Buyback and receive cash in lieu of equity shares accepted under the Buyback or not to participate in the Buyback and enjoy a resultant increase in their percentage shareholding in the Company, post the Buyback, without any additional investment

RESOLVED FURTHER THAT the Company shall not Buyback the locked-in Equity Shares or other specified securities, if any and non-transferable Equity Shares or other specified securities, if any, till the pendency of the lock-in or till the Equity Shares or other specified securities become transferable.

RESOLVED FURTHER THAT the Company shall, before opening of the Buyback offer, create a cash escrow account and special escrow account (“Escrow Account”) with escrow bank and may create a bank guarantee in favour of the Manager to the Buyback in accordance with the Buyback Regulations, which together with the 2.5% of the Maximum Buyback Size cash shall be deposited in the Escrow Account or may deposit 25% of the Maximum Buyback Size in Escrow Account under the Buyback Regulations and cash deposits subject to 2.5% of the Maximum Buyback Size shall be maintained at all points of time, in the Escrow Account until fulfilment of the Company’s obligations under the Buyback Regulations and, on such terms, and conditions as the Buy-Back Committee thereof may deem fit.

RESOLVED FURTHER THAT the dematerialised Equity Shares shall be extinguished and destroyed in the manner as specified under the Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and the byelaws, circulars, guidelines framed

regd. office : 687 anandapur e. m. bypass kolkata 700107 India

phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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thereunder, each as amended, and that Shri A.K. Joshi , Company Secretary & Compliance Officer and Vice President - Legal and/or Shri Ashok Purohit Deputy Company Secretary of the Company be and are hereby severally authorized to do all such acts as may be required for this purpose.

RESOLVED FURTHER THAT the Board hereby takes on record the draft auditor report prepared by M/s. SR Batlibai & Co. LLP Chartered Accountants, the Statutory Auditor of the Company, as required under clause (xi) Schedule-I of the Buyback Regulations as placed before the Board for its noting

RESOLVED FURTHER THAT in terms of the Buyback Regulations, Shri A.K. Joshi, Company Secretary & Compliance Officer and Vice President - Legal be and is hereby appointed as the Compliance Officer for the Buyback.”

RESOLVED FURTHER THAT any actions taken so far in connection with the Buyback by the officers of the Company be and are hereby ratified, confirmed and approved."

CHAIRMAN

Certified to be true

Digitally signed by ARUN KUMAR ARUN KUMAR JOSHI JOSHI Date: 2023.03.28 11:59:14 +05'30'

A K Joshi Company Secretary & VP-Legal

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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Certified copy of resolutions passed at Board Meeting of Emami Limited held on 24[th] March 2023 at 10.30 am at Emami Tower 687 Anandapur, E M Bypass Kolkata 700107

D. TO CONSTITUTE AND AUTHORISE THE BUYBACK COMMITTEE OF THE COMPANY TO HANDLE MATTERS RELATING TO BUYBACK

RESOLVED FURTHER THAT pursuant to the applicable provisions of the Companies Act, 2013, the Board does hereby constitute a Committee as the 'Buyback Committee' consisting of the following persons:

a) Shri R.S Goenka

b) Shri S.K Goenka

c) Shri Harsha Vardhan Agarwal

d) Shri Mohan Goenka

RESOLVED FURTHER THAT Shri A.K. Joshi, Company Secretary & Compliance Officer and Vice President - Legal be and is hereby authorized to act as the Secretary to the committee.

RESOLVED FURTHER THAT the quorum for the Buyback committee meeting shall be atleast half of its total strength (i.e. two members)

RESOLVED FURTHER THAT the Buyback Committee be and is hereby authorized, to do all such acts, deeds and things as may be necessary, expedient or proper with regard to the implementation of the Buyback, including, but not limited to, the following:

  1. The initiating of all necessary actions for preparation and issue of public announcement, post offer buyback announcement and related documents;

  2. The preparation, finalization and filing of public announcement, post offer buyback announcement or if any, related documents and also the certificates for declaration of solvency and other filings with the SEBI, ROC, the stock exchanges and other appropriate authority(ies), if any;

  3. Finalizing the terms of Buyback such as the schedule of activities for Buyback including finalizing the date of opening and closing of Buyback, the timeframe for completion of the Buyback;

  4. The appointment of depository participant, escrow banker, advertisement agencies, and other advisors, consultants or representatives and settlement of the remuneration for all such intermediaries/ agencies/ persons, including by the payment of commission, brokerage, fee, charges etc. and enter into agreements/ letters in respect thereof;

  5. Obtaining all necessary certificates and reports from statutory auditors and other third parties as required under applicable law;

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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  1. The making of all applications to the appropriate authorities for their requisite approvals;

  2. Earmarking and making arrangements for adequate sources of funds for the purpose of the Buyback;

  3. The opening, operation and closure of cash escrow account and special account in accordance with the escrow agreement to be executed by the Company in this regard;

  4. The opening, operation and closure of demat escrow account in accordance with the escrow agreement to be executed by the Company with the depository participant;

  5. The opening, operation and closure of a trading account with a broker in accordance with the requirements;

  6. To settle all such questions, difficulties or doubts that may arise in relation to the implementation of the Buyback;

  7. To make all applications to the appropriate authority(ies) for their requisite approvals including for approvals as may be required from the RBI under the Foreign Exchange Management Act, 1999 and the rules and regulations framed there under, if any;

  8. To sign the documents as may be necessary with regard to the Buyback and use the common seal of the Company, if any on relevant documents required to be executed for the Buyback and to initiate all necessary actions for preparation and issue of various documents and such other undertakings, agreements, papers, documents and correspondence as may be necessary for the implementation of the Buyback to the SEBI, RBI, ROC, stock exchanges, depositories and/or other appropriate authorities;

  9. To deal with stock exchanges (including their clearing corporations), and to sign, execute, and deliver such documents as may be necessary or desirable in connection with implementing the Buyback using the "Mechanism for acquisition of shares through Stock Exchange" as prescribed under SEBI Buyback Regulations and other applicable Regulations, if any , including any further amendments thereof;

  10. Extinguishment of dematerialized shares in respect of the Equity Shares bought back by the Company and filing of certificates of extinguishment required to be filed in connection with the Buyback on behalf of the Company;

  11. To do all such acts, deeds, matters and things as it may in its absolute discretion, deem necessary, expedient, usual or proper; and/or;

  12. Sign, execute and deliver such documents as may be necessary or desirable in connection with or incidental to the Buyback;

  13. Any other ancillary activities related to buyback process

RESOLVED FURTHER THAT the Buyback Committee shall have the power and authority to sub-delegate all or any of the authorities conferred upon it to any person/s of the Company, in order to give effect to the aforesaid resolutions and to revoke and substitute such delegation / sub-delegation of authority from time to time;

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Buyback Committee be and is hereby authorized to accept and make any alteration(s), modification(s) to the terms and conditions as it may deem necessary, concerning any aspect of the Buyback, in accordance with the statutory requirements as well as to give such directions as may be necessary or desirable, to settle any questions, difficulties or doubts that may arise and generally, to do all acts, deeds, matters and things as it may, in its absolute discretion deem necessary, expedient, usual or proper in relation to or in connection with or for matters consequential to the Buyback without seeking any further consent or approval of the Board or otherwise to the end and intent that they shall be deemed to have given their approval thereto expressly by the authority of this resolution."

CHAIRMAN

Certified to be true

FOR EMAMI LIMITED

Digitally signed by ARUN KUMAR ARUN KUMAR JOSHI JOSHI Date: 2023.03.28 12:18:19 +05'30' A K Joshi Company Secretary & VP-Legal

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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Certified copy of resolutions passed at Meeting of Buy back committee of the Board of Emami Limited held on 27[th] March 2023 at Emami Tower 687 Anandapur, E M Bypass, Kolkata 700107

“ RESOLVED THAT the Committee do approve & fix “April 12, 2023” as the ‘Record Date’ for determining the date of opening of Buyback.”

RESOLVED FURTHER THAT in accordance with Regulation 17(ii) of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“Buyback Regulations”), the Buyback Offer shall open not later than four Working Days from the date of the Record Date and shall close within sixty six Working Days from the date of the opening of the Buyback. Accordingly the Buyback Committee has decided to open the Buyback from April 13, 2023 and close at earlier of :-

(a) sixty six Working Days i.e. July 19, 2023 from the date of the opening of the Buyback; or

(b) when the Company completes the Buyback by deploying the amount equivalent to the Maximum Buyback Size; or

(c) at such earlier date as may be determined by the Board (including a committee thereof, constituted by the Board or persons nominated by the Board / committee to exercise its powers, and / or the powers conferred by the Board resolution in relation to the Buyback), after giving notice of such earlier closure, subject to the Company having deployed an amount equivalent to the Minimum Buyback Size (even if the maximum Buyback Size has not been reached or the Maximum Buyback Shares have not been bought back).;

“RESOLVED FURTHER THAT, the Company shall utilize a minimum of 40% of the amount earmarked for the Buy Back i.e. ₹ 7,440 lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs only) within the initial half of the sixty six Working Days from the date of the opening of the Buy Back;

RESOLVED FURTHER THAT any actions taken so far in connection with the Buyback by the officers of the Company be and are hereby ratified, confirmed and approved."

RESOLVED FURTHER THAT Shri A. K. Joshi, Company Secretary & VP-Legal be and is hereby authorized to intimate the stock exchanges about fixation of the record date where the equity shares of the Company are listed and are authorized to do all such acts, deeds and things as may be necessary to give effect to the above resolution.”

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

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RESOLVED FURTHER THAT certified true copy of the foregoing resolution signed by any one of the Directors or by the Company Secretary be sent to the concerned Statutory/ Regulatory Authorities, Banks, Institutions or any other authority/ body as may be required from time to time.”

CHAIRMAN

Certified to be true

FOR EMAMI LIMITED

Digitally signed by ARUN KUMAR ARUN KUMAR JOSHI JOSHI Date: 2023.03.28 13:48:51 +05'30' A K Joshi Company Secretary & VP-Legal

regd. office : 687 anandapur e. m. bypass kolkata 700107 India phone: 91 33 6613 6264 tele fax : 91 33 6613 6600 e-mail : [email protected] website : www.emamiltd.in CIN : L63993WB1983PLC036030

The Buyback is being proposed, inter-alia, for the following reasons:

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CIN: L63993WB1983PLC036030 Registered Office: Emami Tower, 687,

Anandapur E M Bypass, Kolkata - 700107, West Bengal, India Tel. No.: +91- 33-66136264; Website: www.emamiltd.in; Email: [email protected]; Contact Person: Mr. A.K. Joshi, Company Secretary & Compliance Officer & Vice President - Legal

PUBLIC ANNOUNCEMENT FOR THE ATTENTION OF THE EQUITY SHAREHOLDERS / BENEFICIAL OWNERS OF THE EQUITY SHARES OF EMAMI LIMITED FOR THE BUYBACK OF EQUITY SHARES FROM THE OPEN MARKET THROUGH STOCK EXCHANGES UNDER THE SECURITIES AND EXCHANGE BOARD OF INDIA (BUY-BACK OF SECURITIES) REGULATIONS, 2018, AS AMENDED.

This public announcement (the “Public Announcement”) is being made in relation to the Buyback (as defined hereinafter) of Equity Shares (as defined hereinafter) of Emami Limited (the “Company”) from the open market through stock exchange mechanism, pursuant to the provisions of Regulation 16(iv)(b) and other applicable provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (including any statutory modification(s) or amendment(s) from time to time) (the “Buyback Regulations”) and contains the disclosures as specified in Schedule IV to the Buyback Regulations read with Schedule I of the Buyback Regulations. Certain figures contained in this Public Announcement, including financial information, have been subjected to rounding-off adjustments and presented in whole numbers. In certain instances, (i) the sum or percentage, change of such numbers may not conform exactly to the total figure given; (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure given for that column or row. Further, certain numerical information in this Public Announcement has been presented in “lakhs”. One lakhs represents 1,00,000.

‘ Working Days ’ means any working days of the Securities and Exchange Board of India. OFFER FOR BUYBACK OF EQUITY SHARES OF EMAMI LIMITED FROM OPEN MARKET THROUGH STOCK EXCHANGE(S)

PART A - Disclosures in accordance with Schedule I of the Buyback Regulations

1. DETAILS OF THE BUYBACK OFFER AND OFFER PRICE 1.1 Pursuant to the provisions of Sections 68, 69, 70 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 and other relevant Rules made thereunder, each as amended from time to time (“ Companies Act ”) (including any statutory amendment(s), modification(s) or re-enactments from time to time), the provisions of the Securities and Exchange Board of India (Buy-Back of Securities) Regulations, 2018, as amended (“ Buyback Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“ Listing Regulations ”) (including any statutory amendment(s), modification(s) or re-enactments from time to time) and Article 52A of the Articles of Association of the Company, and subject to such other approvals, permissions, consents, exemptions, and sanctions of the Securities and Exchange Board of India (“ SEBI ”), the Registrar of Companies, Kolkata at West Bengal (the “ ROC ”) and / or other authorities, institutions or bodies, as may be applicable (together with SEBI and ROC, the “ Appropriate Authorities ”), as may be necessary, and subject to such conditions, alterations, amendments and modifications as may be prescribed or imposed by the Appropriate Authorities while granting such approvals, permissions, consents, exemptions and sanctions which may be agreed to by the Board of Directors of the Company (the “ Board ” which expression shall be deemed to include any committee constituted by the Board and / or officials, which the Board may constitute / authorise to exercise its powers, including the powers conferred by the board resolution), the Board at its meeting held on March 24, 2023 (“ Board Meeting ”), approved the buyback of fully paidup equity shares of the face value of ₹ 1/- (Rupee One Only) (“ Equity Shares ”) of the Company, each from its shareholders /beneficial owners (other than those who are promoters, members of the promoter group or persons in control), from the open market through stock exchange mechanism for an aggregate amount not exceeding ₹ 18,600 Lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Only) (“ Maximum Buyback Size ”), and at a price not exceeding ₹ 450/- (Rupees Four Hundred Fifty Only) per Equity Share (“ Maximum Buyback Price ”), payable in cash (the process being referred hereinafter as “ Buyback ”). The Maximum Buyback Size and Maximum Buyback Price do not include any other expenses incurred or to be incurred for the Buyback like filing fees payable to SEBI, brokerage cost, filing fees, advisory fees, intermediaries’ fees, public announcement publication expenses, printing and dispatch expenses, applicable taxes such as Buyback tax, securities transaction tax, goods and services tax, stamp duty etc. and other incidental and related expenses (collectively referred to as “ Transaction Costs ”).

1.2 The Maximum Buyback Size represents 9.94% and 9.99% of the aggregate of the total paid-up share capital and free reserves of the Company based on the audited standalone and consolidated financial statements of the Company as at March 31, 2022, respectively (being the latest available audited standalone and consolidated financial statements of the Company) which is not more than 10% of the total paid-up capital and free reserves of the Company based on the lower of the latest audited standalone and consolidated financial statements in accordance with the proviso to the Regulation 5(i)(b).

1.3 Subject to the market price of the Equity Shares being equal to the Maximum Buyback Price, the indicative maximum number of Equity Shares bought back would be 41,33,333 (Forty One Lakhs Thirty Three Thousand Three Hundred Thirty Three Only) Equity Shares ( “Maximum Buyback Shares” ), representing approximately 0.94% which is less than 25% of the total paid-up equity share capital of the Company as of March 31, 2022. If the Equity Shares are bought back at a price below the Maximum Buyback Price, the number of Equity Shares bought back could exceed the Maximum Buyback Shares, but will always be subject to the Maximum Buyback Size i.e., ₹ 18,600 Lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Only). The Company will comply with the requirement of maintaining a minimum public shareholding of at least 25% of the total paid up equity share capital of the Company as provided under Regulation 38 of the Listing Regulations, during the Buyback period and upon completion thereof.

1.4 Unless otherwise permitted under applicable law, the Company shall utilize atleast 75% of the Maximum Buyback Size i.e. ₹ 13,950 Lakhs (Rupees Thirteen Thousand Nine Hundred Fifty Lakhs Only) (“ Minimum Buyback Size ”) towards the Buyback and accordingly, based on the Maximum Buyback Price and Minimum Buyback Size, the Company will purchase an indicative minimum number of 31,00,000 (Thirty One Lakhs) Equity Shares. Further, atleast 40% of the Maximum Buyback Size i.e. ₹ 7,440 Lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs Only) shall be utilized within the initial half of the sixty six Working Days from the date of the opening of the Buyback.

1.5 The Board (or the buyback committee constituted by the Board and empowered to exercise its powers in relation to the Buyback), shall determine, at its discretion, the time frame for completion of the Buyback and may close the Buyback (which shall not be later than sixty six Working Days from the date of opening of the Buyback or such other period as may be permitted under the Act and/or Buyback Regulations or as may be directed by the appropriate authorities) (“ Maximum Buyback Period ”) after the Minimum Buyback Size has been reached and irrespective of whether the Maximum Buyback Size has or has not been reached, after giving appropriate notice for such closure and on completing all formalities in this regard, in accordance with the Act and/or Buyback Regulations. 1.6 The Buyback Committee (in accordance with the authority given by Board of Directors in their meeting held on March 24, 2023) in its meeting held on March 27, 2023 has fixed the record date as April 12, 2023. In accordance with Regulation 17(ii) of the Buyback Regulations, the Buyback Offer shall open not later than four Working Days from the date of the record date and shall close within sixty six Working Days from the date of the opening of the Buyback. 1.7 The Buyback will be implemented by the Company out of its free reserves or such other sources as may be permitted by law and in accordance with Section 68(1) of the Companies Act and Regulation 4(ix) of the Buyback Regulations, and in accordance with Regulation 4(iv)(b)(ii) and 5(i)(b) of the Buyback Regulations, by way of open market purchases through the Stock Exchanges, by the order matching mechanism except ‘all or none’ order matching system as provided under the Buyback Regulations and price-time priority-based order matching principle as provided under NSE circular bearing ref. no. 36/2023 with download ref no. NSE/ CMTR/56034 dated March 17, 2023 and such circular issued by BSE from time to time (“Stock Exchange Circulars”). Further, as required under the Companies Act and Buyback Regulations, the Company shall not purchase Equity Shares which are locked-in or non-transferable, in the Buyback, until the pendency of the lock-in or until the Equity Shares become transferable, as applicable. There are no partly paid-up Equity Shares with calls in arrears of the Company.

1.8 The Buyback is subject to receipt of such sanctions and approvals from statutory, regulatory or governmental authorities as may be required under applicable laws, including the SEBI, RoC and the Stock Exchanges.

1.9 The Company has obtained the prior consent from its lenders for the Buyback. The Buyback from erstwhile overseas corporate bodies and other applicable categories shall be subject to such approvals of the Reserve Bank of India, if any, under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, as amended from time to time.

1.10 A copy of this Public Announcement is available on the Company’s website (www.emamiltd.in) and is expected to be available on the website of SEBI (www.sebi.gov.in), website of NSE (www.nseindia.com), website of BSE (www.bseindia.com) and the website of manager to the Offer (www.iifcap.com) during the period of the Buyback.

2. NECESSITY FOR THE BUYBACK AND DETAILS THEREOF 2.1 The Buyback is being undertaken by the Company after taking into account the strategic and operational cash requirements of the Company in medium term and for returning surplus funds to the members in an effective and efficient manner. The Buyback will help the Company achieve the following objectives: (i) optimize returns to shareholders; and (ii) enhance overall shareholders’ value.

The Buyback will be implemented by the Company by way of open market purchases through the Stock Exchanges, by the order matching mechanism except “all or none” order matching system as provided under the Buyback Regulations and price-time priority-based order matching principle as per Stock Exchange Circulars. In relation to the Buyback of Demat Shares, the execution of the order, issuance of contract note and delivery of the stock to the member and receipt of payment would be carried out by the broker, appointed by the Company, in accordance with the requirements of the Stock Exchanges and SEBI.

  • a) The Buyback gives the Company an opportunity to distribute surplus cash to its shareholders in proportion to their shareholding;

  • b) The Buyback may help in improving return on equity and other financial ratios, by reduction in the equity base, thereby leading to long term increase in shareholders’ value; and

  • c) The Buyback gives an option to the shareholders to either participate in the Buyback and receive cash in lieu of equity shares accepted under the Buyback or not to participate in the Buyback and enjoy a resultant increase in their percentage shareholding in the Company, post the Buyback, without any additional investment.

THE AGGREGATE SHAREHOLDING OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP, DIRECTORS OF THE PROMOTER AND MEMBERS OF THE PROMOTER GROUP (WHERE THE PROMOTER OR THE MEMBERS OF THE PROMOTER GROUP IS A COMPANY), DIRECTORS AND KEY MANAGERIAL PERSONNEL OF THE COMPANY Details of the aggregate shareholding of the promoters, members of the promoter group, directors of the promoters and members of the promoter group (where the promoter or the member of the promoter group is a company), directors and key managerial personnel of the Company as on the date of the Board Meeting (i.e., March 24, 2023) is as below.

8.

2.2 The Buyback may lead to reduction in outstanding Equity Shares, improvement in earnings per equity share, and enhanced return on invested capital. The Buyback will not in any manner impair the ability of the Company to pursue growth opportunities or meet its cash requirements for business operations and for continued capital investment, as and when required.

2.3 The Board at its meeting held on March 24, 2023, considered the accumulated free reserves as well as the cash liquidity reflected in the last audited financial statements as on March 31, 2022, and considering these, the Board decided to 8.1 allocate a sum of ₹ 18,600 Lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Only) excluding the Transaction Costs for distributing to the shareholders holding Equity Shares of the Company through the Buyback. 3. MAXIMUM AMOUNT REQUIRED UNDER THE BUYBACK AND ITS PERCENTAGE OF THE TOTAL PAID UP CAPITAL AND FREE RESERVES 3.1

The aggregate shareholding of the promoters and promoter group as on the date of the Board Meeting:

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MAXIMUM AMOUNT Equity Shares of the Company through the Buyback. REQUIRED UNDER THE BUYBACK AND ITS NoSr. Name of the Shareholders No of Equity shares held up equity share % of the paid
PERCENTAGE OF THE TOTAL PAID UP CAPITAL AND FREE RESERVES capital
The maximum amount of funds required for the Buyback will aggregate up to ₹ 1 Priti A Sureka 1,51,04,702 3.42
18,600 Lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Lakhs Only), being 2 Avishi Sureka 14,00,000 0.32
9.94% and 9.99% of the aggregate of the total paid-up share capital and free reserves of the Company, which is not more than 10% of the aggregate of the total 3 Sachin Goenka 7,17,000 0.16
paid-up share capital and free reserves of the Company based on the lower of 4 Shobhana Agarwal 6,30,000 0.14
the latest audited financial statements of the Company as at March 31, 2022 on a 5 Saswat Goenka 5,80,000 0.13
standalone and consolidated basis respectively. 6 Vibhash Vardhan Agarwal 5,73,478 0.13
The Maximum Buyback Size does not include any expenses or transaction costs incurred or to be incurred for the Buyback, such as filing fees payable to SEBI, 78 Manan GoenkaDarsh Goenka 55,,6565,,000000 0.130.13
brokerage cost, filing fees, advisory fees, intermediaries’ fees, public announcement
publication expenses, printing and dispatch expenses, applicable taxes such as 9 Advay Goenka 5,54,000 0.13
Buyback tax, securities transaction tax, goods and services tax, stamp duty etc. 10 Jyoti Agarwal 4,88,000 0.11
and other incidental and related expenses.
11 Reyansh Goenka 4,07,750 0.09
The funds for the implementation of the proposed Buyback will be sourced out of
the free reserves of the Company or such other sources as may be permitted by 12 Devarsh Goenka 4,07,750 0.09
the Buyback Regulations or the Companies Act. Borrowed funds from banks and 13 Radhe Shyam Goenka 4,00,876 0.09
financial institutions, if any, will not be used for the Buyback. 14 Chikky Goenka 3,71,700 0.08
TO BUYBACKMAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES MAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES 15 Rachana Goenka 3,17,700 0.07
16 Raj Kumar Goenka 3,02,364 0.07
The indicative maximum number of Equity Shares at the Maximum Buyback Price
and the Maximum Buyback Size bought back would be 41,33,333 (Forty One 17 Smriti Agarwal 2,69,000 0.06
Lakhs Thirty Three Thousand Three Hundred Thirty Three Only) Equity Shares, 18 Rachna Bagaria 2,70,000 0.06
representing approximately 0.94% which is less than 25% of the total paid-up equity share capital of the Company as of March 31, 2022. If the Equity Shares equity share capital of the Company as of March 31, 2022. If the Equity Shares 19 Indu Goenka 2,69,700 0.06
are bought back at a price below the Maximum Buyback Price, the actual number 20 Nimisha Goenka 2,44,000 0.06
of Equity Shares bought back could exceed the Maximum Buyback Shares, but 21 Reha Goenka 2,40,000 0.05
will always be subject to the Maximum Buyback Size i.e., ₹ 18,600 Lakhs (Rupees 22 Shreya Goenka 2,30,000 0.05
Eighteen Thousand Six Hundred Lakhs Only). 23 Saroj Goenka 2,15,240 0.05
The Company shall utilise at least 75% of the Maximum Buyback Size for the
Buyback i.e., ₹ 13,950 Lakhs (Rupees Thirteen Thousand Nine Hundred Fifty 24 Aditya Vardhan Agarwal HUF 2,04,278 0.05
Lakhs Only) (excluding Transaction Costs) (“ Minimum Buyback Size ”). Based 25 Shruti Goenka 1,96,130 0.04
on the Minimum Buyback Size and Maximum Buyback Price, the Company would 26 Radhe Shyam Agarwal 1,95,000 0.04
purchase a minimum of 31,00,000 (Thirty One Lakhs) Equity Shares (“ Buyback Shares ”). Minimum 27 Prashant Goenka 1,90,000 0.04
The Company shall utilize a minimum of 40% of the amount earmarked for the 28 Manish Goenka HUF 1,74,000 0.04
Buyback i.e. ₹ 7,440 Lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs 29 Mohan Goenka HUF 1,74,000 0.04
Only) within the initial half of the sixty six Working Days from the date of the opening of the Buyback. 3031 Sushil Kumar Goenka HUFUsha Agarwal 11,,7473,,000096 0.040.04
BASIS FOR ARRIVING AT THE MAXIMUM BUYBACK PRICE AND OTHER
32 Harsha Vardhan Agarwal HUF 1,72,000 0.04
DETAILS
The Equity Shares of the Company are proposed to be bought back at a price 33 Vihan Vardhan Agarwal 1,72,000 0.04
not exceeding ₹ 450/- (Rupees Four Hundred Fifty Only) per Equity Share. The 34 Ashish Goenka 1,99,400 0.05
Maximum Buyback Price has been arrived at after considering various factors 35 Puja Goenka 1,69,398 0.04
including, but not limited to the trends in the volume weighted average prices and closing price of the Equity Shares on BSE & NSE where the Equity Shares of the 36 Jayant Goenka 1,56,254 0.04
Company are listed, price earnings ratio, impact on other financial parameters and 37 Mansi Agarwal 1,50,000 0.03
possible impact of Buyback on the earnings per share. 38 Manish Goenka 1,42,196 0.03
The Maximum Buyback Price of ₹ 450/- (Rupees Four Hundred Fifty Only) per 39 Aditya Vardhan Agarwal 1,34,668 0.03
i. Equity Share represents:a premium of 11.43% over the average of the daily volume weighted average 40 Rashmi Goenka 1,21,400 0.03
41 Laxmi Devi Bajoria 1,21,000 0.03
market price on NSE (the stock exchange where the maximum volume of
trading in the Equity Shares is recorded) for 3 (three) months preceding the 42 Santosh Goenka 1,15,640 0.03
date of Prior Intimation which was and Paise Eighty Four Only); 403.84/- (Rupees Four Hundred Three 4344 Sushil Kumar GoenkaHarsha Vardhan Agarwal 11,,1410,,300966 0.030.03<br>ii. a premium of 14.01% over the average of the daily volume weighted average<br>market price on NSE (the stock exchange where the maximum volume of 45 Richa Agarwal 93,222 0.02<br>trading in the Equity Shares is recorded) for 2 (two) months preceding the 46 Vidhishree Agarwal 80,000 0.02<br>date of Prior Intimation which was 394.71/- (Rupees Three Hundred Ninety 47 Vidula Agarwal 80,000 0.02
Four and Paise Seventy One Only); and 48 Jayant Goenka HUF 74,000 0.02
iii. a premium of 23.41% over the average of the daily volume weighted average
market price on NSE (the stock exchange where the maximum volume of 49 Prashant Goenka HUF 74,000 0.02
trading in the Equity Shares is recorded) for 2 (two) weeks preceding the date 50 Ashish Goenka HUF 74,000 0.02
of Prior Intimation which was and Paise Sixty Three Only); 364.63/- (Rupees Three Hundred Sixty Four 5152 Mohan GoenkaMadan Lal Agarwal 6160,,900000 0.010.01<br>The Buyback is proposed to be completed within the Maximum Buyback Period.<br>Subject to the Maximum Buyback Price of ₹ 450/- (Rupees Four Hundred Fifty 53 Jyoti Goenka 48,776 0.01<br>Only) per Equity Share, the Maximum Buyback Period, and achievement of the 54 Kusum Agarwal 35,600 0.01<br>Minimum Buyback Size, the actual time frame and the price for the Buyback will 55 Pradip Kumar Agarwal 31,150 0.01<br>be determined by the Board of Directors or the Buyback Committee or their duly authorized representatives, at their discretion, in accordance with the Buyback 56 Divya Agarwal 26,000 0.01<br>Regulations. 57 Sangita Agarwal 26,000 0.01<br>In accordance with Section 68(2)(d) of the Companies Act and Regulation 4(ii) of 58 Shubham Agarwal 24,460 0.01<br>the Buyback Regulations, the ratio of the aggregate of secured and unsecured 59 Abhishek Agarwal 24,000 0.01<br>debts owed by the Company after Buyback shall not be more than twice the paid-up capital and free reserves based on both audited standalone and consolidated paid-up capital and free reserves based on both audited standalone and consolidated 60 Dhiraj Agarwal 16,750 0.00<br>financial statements, whichever sets out a lower amount, of the Company. 61 Sumangal Agarwal 8,200 0.00<br>The actual number of Equity Shares bought back during the Buyback will depend 62 Vishal Agarwal 8,200 0.00<br>upon the actual price, excluding the Transaction Costs, paid for the Equity Shares 63 Rohin Raj Sureka 5,000 0.00<br>bought back and the aggregate consideration paid in the Buyback, subject to the 64 Suraj Finvest Private Limited 10,57,20,226 23.96<br>Maximum Buyback Size. The actual reduction in existing number of Equity Shares<br>would depend upon the price at which the Equity Shares of the Company are traded 65 Diwakar Finvest Private Limited 9,86,67,956 22.37<br>at the Stock Exchanges as well as the total number of Equity Shares bought back 66 Midkot Investments Private Limited 31,17,160 0.71<br>by the Company from the open market through the Stock Exchanges during the 67 Emami Paper Mills Ltd 9,33,000 0.21<br>Shareholders are advised that the Buyback of the Equity Shares will be carried Buyback period.out through the Stock Exchanges by the Company, in accordance with the SEBI Buyback period.out through the Stock Exchanges by the Company, in accordance with the SEBI out through the Stock Exchanges by the Company, in accordance with the SEBI 6869 Emami Frank Ross LimitedAmitabh Goenka 5,1071,,000496 0.000.13<br>circular dated March 08, 2023, Operational Guidance - Amendment to Securities 70 Ritu Goenka 4,54,930 0.10<br>and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and as 71 Nikunj Goenka 2,65,000 0.06<br>provided under Stock Exchange Circulars and at such price in its sole discretion, 72 Yogesh Goenka 2,45,400 0.06<br>which may be below the Maximum Buyback Price of ₹ 450/- per Equity Share<br>COMPLIANCE WITH REGULATION 4 OF THE BUYBACK REGULATIONS 73 Amitabh Goenka HUF 74,000 0.02<br>In terms of the provisions of Regulation 4(iv) and Regulation 5(i) (b) of the Buyback Total 23,93,93,412 54.27<br>Regulations, the offer for Buyback through the open market route cannot be 8.2 The aggregate shareholding of the directors of the corporate promoter and promoter<br>made for 10% or more of the total paid-up equity capital and free reserves of the group (other than those included above) as on the date of the Board Meeting:<br>Company, based on the lower of standalone and consolidated financial statements<br>As per the latest audited balance sheet of the Company as at March 31, 2022, the of the Company. NoSr. Name of the Shareholders No of Equity shares held up equity share % of the paid<br>total paid-up equity capital and free reserves are as follows: capital<br>( In Lakhs) 1. Rajesh Kumar Agarwal 6 0.00
2. Pitamber Sharan Patwari 6,570 0.00
Particulars Standalone Consolidated
3. Hari Mohan Marda 900 0.00
Total paid-up equity capital (A) 4,411.50 4,411.50
4. Sujoy Chattaraj 1,000 0.00
Total Free Reserves (B) 1,82,667.88 1,81,813.75
Total 8,476 0.00
Total paid up Equity capital and free reserves
1,87,079.38 1,86,225.25
(C=A+B) 8.3 The aggregate shareholding of the directors and key managerial personnel of the
Maximum amount permissible for Buyback with Company as on the date of the Board Meeting:
the approval of Board of Directors of the Company
under the section 68(2)(b) of the Companies Act No of % of the
and proviso to Regulation 5(i)(b) of the Buy-back 18,622.53 Sr. Equity paid up
Regulations, (10% of the aggregate total paid-up No. Name Designation shares equity
capital and free reserves, based on the standalone share
held
and consolidated financial statements of the capital
Company, whichever sets out a lower amount
1. Radhe Shyam Non-Executive Chairman 4,00,876 0.09
Based on the above, the Maximum Buyback Size i.e. ₹18,600 Lakhs (Rupees Goenka
Eighteen Thousand Six Hundred Lakhs Only), which is not more than 10% of the
aggregate total paid-up capital and free reserves of the Company, based on the of standalone and consolidated financial statements of the Company, whichever sets 2. Radhe Shyam Agarwal Chairman Emeritus 1,95,000 0.04
out a lower amount. 3. C. K. Dhanuka Non-Executive - Independent Nil Nil
Director
METHOD TO BE ADOPTED FOR BUYBACK AS REFERRED TO IN SUB-
REGULATION (IV) OF REGULATION 4 4. Debabrata Non-Executive - Independent Nil Nil
Sarkar Director
In terms of Regulation 40(1) Listing Regulations, except in case of transmission or
transposition of securities, requests for effecting transfer of securities shall not be 5. Mamta Binani Non-Executive - Independent Nil Nil
processed unless the securities are held in dematerialized form with a depository. Director
Accordingly, the Buyback is open to beneficial owners holding Equity Shares in Anand
dematerialized form (“ Demat Shares ”). The promoters, promoter group, and the 6. Nandkishore Non-Executive - Independent Nil Nil
persons in control of the Company shall not participate in the Buyback. Further, Rathi Director
as required under the Buyback Regulations, the Company will not Buyback Equity
Shares which are locked-in or non-transferable, until the pendency of such lock-in 7. Anjani Kumar Non-Executive - Independent 1,600 0.00
or until the time such Equity Shares become transferable, as applicable. Agrawal Director
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3.2 3.3

4. TO BUYBACKMAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES MAXIMUM NUMBER OF EQUITY SHARES THAT THE COMPANY PROPOSES 4.1 The indicative maximum number of Equity Shares at the Maximum Buyback Price and the Maximum Buyback Size bought back would be 41,33,333 (Forty One Lakhs Thirty Three Thousand Three Hundred Thirty Three Only) Equity Shares, representing approximately 0.94% which is less than 25% of the total paid-up equity share capital of the Company as of March 31, 2022. If the Equity Shares equity share capital of the Company as of March 31, 2022. If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the Maximum Buyback Shares, but will always be subject to the Maximum Buyback Size i.e., ₹ 18,600 Lakhs (Rupees Eighteen Thousand Six Hundred Lakhs Only).

4.2 4.3 5. 5.1

5.2

  • 5.3

5.4 In accordance with Section 68(2)(d) of the Companies Act and Regulation 4(ii) of the Buyback Regulations, the ratio of the aggregate of secured and unsecured debts owed by the Company after Buyback shall not be more than twice the paid-up capital and free reserves based on both audited standalone and consolidated paid-up capital and free reserves based on both audited standalone and consolidated financial statements, whichever sets out a lower amount, of the Company. 5.5 The actual number of Equity Shares bought back during the Buyback will depend upon the actual price, excluding the Transaction Costs, paid for the Equity Shares bought back and the aggregate consideration paid in the Buyback, subject to the Maximum Buyback Size. The actual reduction in existing number of Equity Shares would depend upon the price at which the Equity Shares of the Company are traded at the Stock Exchanges as well as the total number of Equity Shares bought back by the Company from the open market through the Stock Exchanges during the 5.6 Shareholders are advised that the Buyback of the Equity Shares will be carried Buyback period.out through the Stock Exchanges by the Company, in accordance with the SEBI Buyback period.out through the Stock Exchanges by the Company, in accordance with the SEBI out through the Stock Exchanges by the Company, in accordance with the SEBI circular dated March 08, 2023, Operational Guidance - Amendment to Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and as provided under Stock Exchange Circulars and at such price in its sole discretion, which may be below the Maximum Buyback Price of ₹ 450/- per Equity Share 6. COMPLIANCE WITH REGULATION 4 OF THE BUYBACK REGULATIONS In terms of the provisions of Regulation 4(iv) and Regulation 5(i) (b) of the Buyback Regulations, the offer for Buyback through the open market route cannot be 8.2 made for 10% or more of the total paid-up equity capital and free reserves of the Company, based on the lower of standalone and consolidated financial statements of the Company.

7.

Contd.

1

Sr.
No.
Name
Designation
No of
Equity
shares
held
% of the
paid up
equity
share
capital		 b)
as regards the Company’s prospects for the year immediately following the
date of the Board meeting held on March 24, 2023 approving the Buyback,
and having regard to the Board’s intention with respect to the management
of Company’s business during that year and to the amount and character
of the fnancial resources which will in the Board’s view be available to the
Company during that year, the Company will be able to meet its liabilities as
8.
Anjan Snehmoy
Chatterjee
Non-Executive - Independent
Director
Nil
Nil
9.
Avani Vishal
Davda
Non-Executive - Independent
Director
Nil
Nil
10. Rajiv Khaitan
Non-Executive - Independent
Director
Nil
Nil		 and when they fall due and will not be rendered insolvent within a period of
one year from that date of the Board Meeting held on March 24, 2023; and
c)
in forming an opinion as aforesaid, the Board has taken into account the
liabilities as if the Company were being wound up under the provisions of
the Companies Act, 1956 (to the extent not repealed), or Companies Act,
2013 or the Insolvency and Bankruptcy Code 2016 (including prospective
11. Sushil Kumar
Goenka
Whole Time Director
1,14,300
0.03		 12. and contingent liabilities).
REPORT BY THE COMPANY’S STATUTORY AUDITOR
12. Mohan Goenka
Vice-Chairman and Whole
Time Director
61,900
0.01		 The text of the Report dated March 24, 2023 received from S.R. Batliboi & Co. LLP,
Chartered Accountants (Firm’s Registration No. 301003E/E300005), the Statutory
13. Aditya Vardhan
Agarwal
Non-Executive - Non
Independent Director
1,34,668
0.03		 Auditors of the Company, addressed to the Board of Directors of the Company is
reproduced below:
14. Harsha Vardhan
Agarwal
Vice Chairman and Managing
Director
1,10,966
0.03		 “Quote
Independent Auditor’s Report on the proposed buy back of equity shares
15. Priti A Sureka
Whole Time Director
1,51,04,702
3.42
16. Prashant
Goenka
Whole Time Director
1,90,000
0.04		 pursuant to the requirements of Section 68 and Section 70 of the Companies
Act, 2013 and Clause (xi) of Schedule I of the Securities and Exchange Board
of India (Buy-back of Securities) Regulations, 2018 as amended
17. N. H. Bhansali
CEO-Finance, Strategy &
Business Development and CFO
67,476
0.02
18. A K Joshi
Company Secretary &
Compliance Ofcer & Vice
2,100
0.00		 The Board of Directors
Emami Limited
Emami Tower
687 Anandpur, EM Bypass
Kolkata 700107.
President(Legal)
Total
1,63,83,588
3.71
Except as disclosed below, no Equity Shares or other specifed securities in
the Company were either purchased or sold by the promoters, members of the		 1.
This Report is issued in accordance with the terms of our service scope
letter engagement letter dated September 12, 2022 and master engagement
agreement September 12, 2022 with Emami Limited (hereinafter the
“Company”).
promoter group, directors of the promoters and members of the promoter group 2.
The proposal of the Company to buy back its equity shares in pursuance of
(where the promoter or the member of the promoter group is a company), directors the provisions of Section 68 and 70 of the Companies Act, 2013 (“the Act”)
and key managerial personnel, during a period of 12 (twelve) months preceding the and Clause (xi) of Schedule I of Securities and Exchange Board of India
date of this Public Announcement (i.e., March 27, 2023): (Buy-back of Securities) Regulations, 2018, as amended (“the SEBI Buyback
Sr.
No.
Name
of the
Share-
holders
Aggregate
number
of Equity
Shares
purchased/
(sold)
Nature of
transactions
Minimum
Price (₹)
Date of
Minimum
price
Maximum
Price (₹)
Date of
Maximum
price
1.
Smriti
Agarwal
(35,000)
Inter Se
Transfer
Nil
August
26,2022
Nil
August
26,2022
2.
Laxmi
Devi
Bajoria
(22,000)
Inter Se
Transfer
Nil
August
26, 2022
Nil
August
26, 2022
3.
Raj
Kumar
Goenka
4,400
Inter Se
Transfer
Nil
August
26, 2022
Nil
August
26, 2022
4.
Radhe
Shyam
Goenka
8,800
Inter Se
Transfer
Nil
August
26, 2022
Nil
August
26, 2022		 Regulations”) has been approved by the Board of Directors of the Company
in their meeting held on March 24, 2023.The Company has prepared the
accompanyingAnnexure A- Statement of determination of the amount
permissible capital payment for proposed buyback of equity shares, (the
“Statement”) which we have initialed for identifcation purposes only.
Board of Directors Responsibility
3.
The preparation of the Statement is the responsibility of the Board of Directors
of the Company, including the preparation and maintenance of all accounting
and other relevant supporting records and documents. This responsibility
includes the design, implementation and maintenance of internal control
relevant to the preparation and presentation of the Statement and applying an
appropriate basis of preparation; and making estimates that are reasonable
in the circumstances.
4.
The Board of Directors are responsible to make a full inquiry into the afairs
and prospects of the Company and to form an opinion as specifed in clause
(x) of Schedule I to the SEBI Buyback Regulations on reasonable grounds
and that the Company will not, having regard to its state of afairs, be rendered
insolvent within a period of one year from the date of the board meeting dated
5.
Ashish
Goenka
39,400
Inter Se
Transfer
Nil
August
26,2022
Nil
August
26,2022
6.
Sushil
Goenka
4,400
Inter Se
Transfer
Nil
August
26,2022
Nil
August
26,2022
7.
Smriti
Agarwal
(30,000)
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023
8.
Ashish
Goenka
30,000
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023
9.
Kusum
Agarwal
(700)
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023
10.
Harsha
Vardhan
Agarwal
700
Inter Se
Transfer
Nil
February
17, 2023
Nil
February
17, 2023
11.
Hari
Mohan
Marda
(600)
Sale
469.34 November
29,2022
479.03
August
19,2022
1,200 Purchase
434.87 November
17,2022
460.98
October
18,2022
12.
Pitamber
Sharan
Patwari
(2,285)
Sale
439.07
March
28,2022
461.75
March
28,2022
270
Purchase
468.70
October
11,2022
487.70
October
10,2022
13.
Anjani
Kumar
Agrawal
400
Purchase
411.79
June 28,
2022
414.45
June 14,
2022
*the above inter se transfer was made by way of gifts and hence there was no
purchase consideration.
^ Maximum & Minimum price represents net amount received on purchase or sale
of equity shares by promoter or promoter group or by directors of the promoters
and members of the promoter group (where the promoter or the member of the
promoter group is a company), directors and key managerial personnel. Also, the
Minimum and Maximum price are calculated based on the number of transactions		 March 24, 2023. The Board of Directors are also responsible for ensuring
that the Company complies with the requirements Act and SEBI Buyback
Regulations.
Auditor’s Responsibility
5.
Pursuant to the requirements of the Act and SEBI Buyback Regulations, it is
our responsibility to provide reasonable assurance:
(i)
Whether we have inquired into the state of afairs of the Company in
relation to its audited standalone and consolidated fnancial statements
for year ended March 31, 2022;
(ii)Whether the amount of permissible capital payment for the proposed
buyback of the equity shares as included in the Statement has been
properly determined in accordance with the provisions of Section 68(2)
(b) of the Act and Regulation 4(iv) and the proviso to Regulation 5(i)(b) of
the SEBI Buyback Regulations;
(iii)Whether the Board of Directors have formed the opinion as specifed in
clause (x) of Schedule I to the SEBI Buyback Regulations on reasonable
grounds and that the Company will not, having regard to its state of
afairs, be rendered insolvent within a period of one year from the Board
meeting dated March 24, 2023.
6.
The audited standalone and consolidated fnancial statements, referred to
in paragraph 5(i) above, have been audited by us on which we issued an
unmodifed audit opinion vide our reports dated May 13, 2022. Our audits of
these fnancial statements were conducted in accordance with the Standards
on Auditing, as specifed under Section 143(10) of the Act and other
applicable authoritative pronouncements issued by the Institute of Chartered
Accountants of India. Those Standards require that we plan and perform the
audit to obtain reasonable assurance about whether the fnancial statements
are free of material misstatement.
7.
We conducted our examination of the Statement in accordance with the
Guidance Note on Reports or Certifcates for Special Purposes issued by the
Institute of Chartered Accountants of India. The Guidance Note requires that
we comply with the ethical requirements of the Code of Ethics issued by the
Institute of Chartered Accountants of India.
during the period.
Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the		 8.
We have complied with the relevant applicable requirements of the Standard
on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits
and Reviews of Historical Financial Information, and Other Assurance and
Related Services Engagements.
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 9.
Our scope of work did not involve us performing audit tests for the purposes
of expressing an opinion on the fairness or accuracy of any of the fnancial
information or the fnancial results of the Company taken as a whole. We have
Sr.
No.
Name of
the Share-
holders
Aggregate
number
of Equity
Shares
purchased/
Nature of
transac-
tions^
Minimum
Price
(₹)^
Date of
Minimum
price
Maximum
Price
(₹)^
Date of
Maximum
price		 not performed an audit, the objective of which would be the expression of an
opinion on the fnancial results, specifed elements, accounts or items thereof,
for the purpose of this report. Accordingly, we do not express such opinion.
10.
A reasonable assurance engagement involves performing procedures to
obtain sufcient appropriate evidence on the applicable criteria mentioned
(sold)
1
Smriti
Agarwal
(30,000)
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023
2
Ashish
Goenka
30,000
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023
3
Kusum
Agarwal
(700)
Inter Se
Transfer
Nil
February
17,2023
Nil
February
17,2023		 in paragraph 5 above. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks associated with the applicable
criteria. Our procedures included the following in relation to the Statement:
i)
We have inquired into the state of afairs of the Company in relation
to its audited standalone and consolidated fnancial statements for the
year ended March 31, 2022. We have obtained and read the audited
standalone and consolidated fnancial statements for the year ended
March 31, 2022;
4
Harsha
Vardhan
Agarwal
700
Inter Se
Transfer
Nil
February
17, 2023
Nil
February
17, 2023
5
Hari
Mohan
Marda
(300)
Sale
469.34 November
29,2022
469.34 November
29,2022
1,200
Purchase
434.87 November
17,2022
460.98
October
18,2022
6
Pitamber
Sharan
Patwari
270
Purchase
468.70
October
11, 2022
487.70
October
10, 2022
_the above inter se transfer was made by way of gifts and hence there was no_
purchase consideration.
^ Maximum & Minimum price represents net amount received on purchase or sale
of equity shares by promoter or the member of the promoter group, directors of the
promoters and members of the promoter group (where the promoter or the member
of the promoter group is a company),directors and key managerial personnel.
Also, the Minimum and Maximum price are calculated based on the number of
transactions during the period.
INTENTION OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP
AND PERSONS IN CONTROL OF THE COMPANY TO OFFER THEIR EQUITY
SHARES IN THE BUYBACK*
In accordance with Regulation 16(ii) of the Buyback Regulations, since the
Buyback is being implemented by way of open market purchases through the Stock
Exchanges, the Buyback shall not be made by the Company from the promoters,
members of the promoter group and persons in control.
Further, as per Regulation 24(i)(e) of the Buyback Regulations, neither the promoters
and promoter group nor their associates have dealt in the Equity Shares or other
specifed securities of the Company either through the Stock Exchanges or of-market		 ii)
Read the Articles of Association of the Company and noted the
permissibility of buyback;
iii)Traced the amounts of paid up Equity capital and free reserves as
mentioned in Statement from the audited standalone and consolidated
fnancial statements for the year ended March 31, 2022;
iv)Obtained the minutes of the meeting of the Board of Directors in which
the proposed buy-back was approved and compared the buy-back
amount with the permissible limit computed in accordance with section
68(2)(b) of the Act and 4(iv) and the proviso to Regulation 5(i)(b) of the
SEBI Buyback Regulations detailed in the Statement;
v)
Obtained the minutes of the meeting of the Board of Directors in which
the proposed buy-back was approved and read the Board had formed
the opinion as specifed in SEBI Buyback Regulations on reasonable
grounds that the Company will not, having regard to the state of afairs,
be rendered insolvent within a period of one year from the Board meeting
dated March 24, 2023;
vi)Read the audited standalone and consolidated fnancial statements for
the year ended March 31, 2022 in order to assess whether all shares for
buy-back are fully paid-up;
vii)Verifed the arithmetical accuracy of the amounts mentioned in the
Statement.
viii)Obtained necessary representations from the management of the Company.
Opinion
11.
Based on our examination as above, and the information and explanations
given to us, we report that:
(i)
We have inquired into the state of afairs of the Company in relation to its
audited standalone and consolidated fnancial statements for year ended
March 31, 2022;
transactions (including inter-se transfer of Equity Shares among the promoters
or promoter group) from the date of the Board Meeting till the date of the Public
Announcement and shall not deal in the Equity Shares or other specifed securities
of the Company either through the stock exchanges or of-market transactions
(including inter-se transfer of Equity Shares among the promoters or promoter group)
from the date of the Public Announcement till the completion of the Buyback.
SUBSISTING DEFAULTS
The Company confrms that there are no defaults subsisting in the repayment of
deposits accepted either before or after the commencement of Companies Act,
2013, interest payment thereon, redemption of debentures or interest payment
thereon or redemption of preference shares or payment of dividend due to any
shareholder, or repayment of any term loans or interest payable thereon to any
fnancial institution or any bank.
CONFIRMATION BY THE BOARD OF DIRECTORS OF THE COMPANY
The Board has confrmed that it has made a full enquiry into the afairs and
prospects of the Company and has formed the opinion that:
a)
that immediately from the date of board meeting held on March 24, 2023,
there will be no grounds on which the Company could be found unable to pay
its debts;		 (ii)The amount of permissible capital payment for proposed buyback
of the equity shares as included in the Statement has been properly
determined in accordance with the provisions of Section 68(2)(b) of the
Act and Regulation 4(iv) and the proviso to Regulation 5(i)(b) of the SEBI
Buyback Regulations;
(iii)the Board of Directors have formed the opinion as specifed in clause (x)
of Schedule I of the SEBI Buyback Regulations on reasonable grounds
and that the Company will not, having regard to its state of afairs, be
rendered insolvent within a period of one year from the Board Meeting
dated March 24, 2023.
Restriction on Use
12.
The Report is addressed to and provided to the Board of Directors of the
Company pursuant to the requirements of Section 68 and Section 70 of the
Act read with Clause (xi) of Schedule I of SEBI Buyback Regulations solely
to enable them to include it in the public announcement to be made to the
Shareholders of the Company, and should not be used by any other person or
for any other purpose. Accordingly, we do not accept or assume any liability
or any duty of care for any other purpose or to any other person to whom this
report is shown or into whose hands it may come. We have no responsibility

b) as regards the Company’s prospects for the year immediately following the date of the Board meeting held on March 24, 2023 approving the Buyback, and having regard to the Board’s intention with respect to the management of Company’s business during that year and to the amount and character of the financial resources which will in the Board’s view be available to the Company during that year, the Company will be able to meet its liabilities as and when they fall due and will not be rendered insolvent within a period of one year from that date of the Board Meeting held on March 24, 2023; and

to update this report for events and circumstances occurring after the date of this report.

For S.R. Batliboi & Co. LLP Chartered Accountants ICAI Firm Registration Number: 301003E/E300005

Sd/per Sanjay Kumar Agarwal Partner Membership Number: 060352 UDIN: 23060352BGWREX7379

  • c) in forming an opinion as aforesaid, the Board has taken into account the liabilities as if the Company were being wound up under the provisions of the Companies Act, 1956 (to the extent not repealed), or Companies Act, 2013 or the Insolvency and Bankruptcy Code 2016 (including prospective and contingent liabilities).

==> picture [285 x 70] intentionally omitted <==

----- Start of picture text -----

Place of Signature: Kolkata
Date: March 24, 2023
Annexure A - Statement of determination of the amount permissible capital
payment for proposed buyback of equity shares
( ` In lacs)
Particulars Standalone Consolidated
----- End of picture text -----

The text of the Report dated March 24, 2023 received from S.R. Batliboi & Co. LLP, Chartered Accountants (Firm’s Registration No. 301003E/E300005), the Statutory Auditors of the Company, addressed to the Board of Directors of the Company is reproduced below:

Particulars Standalone Consolidated
Paid up equity share capital as on 31 March
2022#(44,11,50,000 equity shares of face value
Re. 1 each) (A)		 4,411.50 4,411.50
Free reserves as on 31 March 2022#
- General reserve 74,625.56 74,625.56
- Retained earnings* 1,08,042.32 1,07,188.19
Total Free Reserves (B) 1,82,667.88 1,81,813.75
Total paid up Equity capital and free reserves
(C=A+B)		 1,87,079.38 1,86,225.25
Maximum amount permissible for buyback with
the approval of Board of Directors of the Company
under Section 68(2)(b) of the Companies Act
and proviso to Regulation 5(i)(b) of the SEBI
Buy-back Regulations (10% of the aggregate of
paid-up capital and free reserves of the company,
based on the standalone or consolidated fnancial
statements of the company, whichever sets out a
lower amount(C*10%)		 18,622.53
Amount proposed by Board Resolution dated
March 24, 2023 approving the Buyback based
on the audited accounts for the year ended 31
March 2022		 18,600.00
# The above calculation of the paid-up Equity Capital and Free Reserves as at
31 March 2022 for Buyback of equity shares is based on the amounts appearing
in the audited standalone and consolidated fnancial statements of the Company
for the year ended 31 March 2022. These fnancial statements of the Company
are prepared in accordance with the Indian Accounting Standards (Ind-AS) as
prescribed under section 133 of the Act. Free reserves as defned in Section 2(43)
of the Companies Act, 2013 as amended.
Retained earnings have been computed after elimination of following unrealized
gains:-
a) Unrealized gain on Mutual Funds / AIF / Foreign Exchange
b) Unrealized gain on fair valuation of option available in Investment
For and on behalf of the Board of Directors of
Emami Limited
Sd/-*

8.4 Except as disclosed below, no Equity Shares or other specified securities in the Company were either purchased or sold by the promoters, members of the promoter group, directors of the promoters and members of the promoter group (where the promoter or the member of the promoter group is a company), directors and key managerial personnel, during a period of 12 (twelve) months preceding the date of this Public Announcement (i.e., March 27, 2023):

  1. The proposal of the Company to buy back its equity shares in pursuance of the provisions of Section 68 and 70 of the Companies Act, 2013 (“the Act”) and Clause (xi) of Schedule I of Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018, as amended (“the SEBI Buyback Regulations”) has been approved by the Board of Directors of the Company in their meeting held on March 24, 2023.The Company has prepared the accompanying Annexure A - Statement of determination of the amount permissible capital payment for proposed buyback of equity shares, (the “Statement”) which we have initialed for identification purposes only.

  2. (i) Whether we have inquired into the state of affairs of the Company in relation to its audited standalone and consolidated financial statements for year ended March 31, 2022;

Harsha Vardhan Agarwal Vice Chairman and Managing Director DIN: 00150089 Place: Kolkata Date: March 24, 2023

  • (ii) Whether the amount of permissible capital payment for the proposed buyback of the equity shares as included in the Statement has been properly determined in accordance with the provisions of Section 68(2) (b) of the Act and Regulation 4(iv) and the proviso to Regulation 5(i)(b) of the SEBI Buyback Regulations;

Unquote ”

INFORMATION ABOUT ACCEPTANCE OF EQUITY SHARES IN THE BUYBACK TO THE SHAREHOLDERS OF THE COMPANY

13.

Pursuant to the circular no. 20210319-1 dated March 19, 2021 issued by BSE and circular ref. no. 10/2021 (download ref. no. NSE/ISC/48147) dated April 30, 2021 issued by NSE, the Stock Exchanges are required to identify the counterparty to the trade executed by the Company under the Buyback using the unique client code provided to the Company on a daily basis. Post such identification, the Stock Exchanges shall send SMS and email to such shareholders whose sell order gets matched with that of the Company on a daily basis informing them about their sell orders matched against buyback orders of the Company on the exchange trading platform together with the relevant details such as quantity and price of the Equity Shares that are bought back.

  • 13.1

  • The audited standalone and consolidated financial statements, referred to in paragraph 5(i) above, have been audited by us on which we issued an unmodified audit opinion vide our reports dated May 13, 2022. Our audits of these financial statements were conducted in accordance with the Standards on Auditing, as specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

Shareholders are requested to ensure (via their broker) that their correct and valid mobile numbers and email IDs are updated in the unique client code database of the Stock Exchanges. For more information on the process of identification and circulation of the relevant information to the shareholders whose Equity Shares get accepted under the Buyback, please refer to BSE circular no. 20210319-1 dated March 19, 2021 and NSE circular ref. no. 10/2021 (download ref. no. NSE/ISC/48147) dated April 30, 2021.

  • 13.2

  • 13.3

  • We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

13.4 The Company will be discharging the tax on the Buyback of shares at the applicable rate in accordance with the provisions of the Income-Tax Act, read with the rules thereunder.

  1. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.
8.5 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):		 Except as disclosed below, no Equity Shares or other specifed securities in the
Company were either purchased or sold by the promoters, members of the promoter
group, directors of the promoters and members of the promoter group (where the
promoter or the member of the promoter group is a company) and directors and key
managerial personnel, during a period of 6 (six) months preceding the date of the
Board Meeting (i.e. March 24, 2023):
Sr.
No.		 Name of
the Share-
holders
Aggregate
number
of Equity
Shares
purchased/
(sold)
Nature of
transac-
tions^		 Minimum
Price
(₹)^
Date of
Minimum
price
Maximum
Price
(₹)^
Date of
Maximum
price
1 Smriti
Agarwal		 (30,000) Inter Se
Transfer		 Nil* February
17,2023
Nil*		 February
17,2023
2 Ashish
Goenka		 30,000 Inter Se
Transfer		 Nil* February
17,2023
Nil*		 February
17,2023
3 Kusum
Agarwal		 (700) Inter Se
Transfer		 Nil* February
17,2023
Nil*		 February
17,2023
4 Harsha
Vardhan
Agarwal		 700 Inter Se
Transfer		 Nil* February
17, 2023
Nil*		 February
17, 2023
5 Hari
Mohan
Marda		 (300) Sale 469.34 November
29,2022
469.34		 November
29,2022
1,200 Purchase 434.87 November
17,2022
460.98		 October
18,2022
6 Pitamber
Sharan
Patwari
270		 Purchase 468.70 October
11, 2022		 487.70 October
10, 2022

PART B - Disclosures in accordance with Schedule IV of the Buyback Regulations

DETAILS OF BOARD AND SHAREHOLDER APPROVAL FOR THE BUYBACK, IF APPLICABLE

1.

Since the Maximum Buyback Size is not more than 10% of the total paid-up capital and free reserves of the Company based on lower of standalone and consolidated audited financial statements of the Company as on March 31, 2022, in accordance with the proviso to the Section 68(2)(b) of the Act and proviso to Regulation 5(i)(b) of the Buyback Regulations, approval from the shareholders of the Company is not required. The Board approval for the Buyback was granted on March 24, 2023.

  1. A reasonable assurance engagement involves performing procedures to obtain sufficient appropriate evidence on the applicable criteria mentioned in paragraph 5 above. The procedures selected depend on the auditor’s 2. judgement, including the assessment of the risks associated with the applicable criteria. Our procedures included the following in relation to the Statement:

MINIMUM AND MAXIMUM NUMBER OF EQUITY SHARES PROPOSED TO BE BOUGHT BACK, SOURCES OF FUNDS AND COST OF FINANCING THE BUYBACK

  • i) We have inquired into the state of affairs of the Company in relation 2.1 to its audited standalone and consolidated financial statements for the year ended March 31, 2022. We have obtained and read the audited standalone and consolidated financial statements for the year ended March 31, 2022;

At the Maximum Buyback Price and for Maximum Buyback Size, the indicative maximum number of Equity Shares bought back would be 41,33,333 (Forty One Lakhs Thirty Three Thousand Three Hundred Thirty Three Only) Equity Shares. If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the indicative Maximum Buyback Shares (assuming full deployment of Maximum Buyback Size) but will always be subject to the Maximum Buyback Size.

The actual number of Equity Shares bought back will depend upon the actual price, excluding the Transaction Costs, paid for the Equity Shares bought back, and the aggregate consideration paid in the Buyback, subject to the Maximum Buyback Size. The actual reduction in existing number of Equity Shares would depend upon the price at which the Equity Shares of the Company are traded at the Stock Exchanges as well as the total number of Equity Shares bought back by the Company from the open market through the Stock Exchanges during the Buyback period.

  • iii) Traced the amounts of paid up Equity capital and free reserves as 2.2 mentioned in Statement from the audited standalone and consolidated financial statements for the year ended March 31, 2022;

Further, the Company shall utilise at least 75% of the Maximum Buyback Size for the Buyback i.e., ₹ 13,950 Lakhs (Rupees Thirteen Thousand Nine Hundred Fifty Lakhs Only) (excluding Transaction Costs) ( “Minimum Buyback Size” ). Further, the Company shall utilize a minimum of 40% of the amount earmarked for the Buyback i.e. ₹ 7,440 Lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs Only) within the initial half of the sixty six Working Days from the date of the opening of the Buyback. Based on the Minimum Buyback Size and Maximum Buyback Price, the Company would purchase a minimum of 31,00,000 (Thirty One Lakhs) Equity Shares. If the Equity Shares are bought back at a price below the Maximum Buyback Price, the actual number of Equity Shares bought back could exceed the indicative Maximum Buyback Shares (assuming full deployment of the Maximum Buyback Size) but will always be subject to the Maximum Buyback Size. However, the Maximum Buyback Shares will not exceed 25% of the total number of Equity Shares in the total paid-up equity capital of the Company.

  • 2.3

  • 2.4

9. INTENTION OF THE PROMOTERS, MEMBERS OF THE PROMOTER GROUP AND PERSONS IN CONTROL OF THE COMPANY TO OFFER THEIR EQUITY SHARES IN THE BUYBACK

9.1 In accordance with Regulation 16(ii) of the Buyback Regulations, since the Buyback is being implemented by way of open market purchases through the Stock Exchanges, the Buyback shall not be made by the Company from the promoters, members of the promoter group and persons in control.

The amount required by the Company for the Buyback (including the Transaction Costs) will be funded out of the internal accruals of the Company including free reserves, in accordance with Section 68(1) of the Companies Act and Regulation 4(ix) of the Buyback Regulations.

  • Opinion 2.5

  • Based on our examination as above, and the information and explanations given to us, we report that: (i) We have inquired into the state of affairs of the Company in relation to its audited standalone and consolidated financial statements for year ended 3. March 31, 2022;

9.2 Further, as per Regulation 24(i)(e) of the Buyback Regulations, neither the promoters and promoter group nor their associates have dealt in the Equity Shares or other specified securities of the Company either through the Stock Exchanges or off-market transactions (including inter-se transfer of Equity Shares among the promoters or promoter group) from the date of the Board Meeting till the date of the Public Announcement and shall not deal in the Equity Shares or other specified securities of the Company either through the stock exchanges or off-market transactions (including inter-se transfer of Equity Shares among the promoters or promoter group) from the date of the Public Announcement till the completion of the Buyback.


4(ix) of the Buyback Regulations.
4(ix) of the Buyback Regulations.
PROPOSED TIMETABLE FOR BUYBACK
Activity Date
Date of Board resolution approving
Buyback		 March 24, 2023
Date of publication of the Public
Announcement		 March 28, 2023
Record Date April 12,2023
Date of openingof the Buyback April 13,2023
Acceptance of Equity Shares
accepted in dematerialised mode		 Upon the relevant pay-out by the Stock
Exchanges
Extinguishment of Equity Shares The Equity Shares (in dematerialised form)
will be extinguished in the manner specifed
in the Securities and Exchange Board
of India (Depositories and Participants)
Regulations, 2018, as amended, and the
bye-laws, the circulars and guidelines
framed thereunder. The Company shall
ensure that all Equity Shares bought back
are extinguished within 7 (seven) Working
Days of the expiryof the Buybackperiod.
  • (ii) The amount of permissible capital payment for proposed buyback of the equity shares as included in the Statement has been properly determined in accordance with the provisions of Section 68(2)(b) of the Act and Regulation 4(iv) and the proviso to Regulation 5(i)(b) of the SEBI Buyback Regulations;

10. SUBSISTING DEFAULTS

The Company confirms that there are no defaults subsisting in the repayment of deposits accepted either before or after the commencement of Companies Act, 2013, interest payment thereon, redemption of debentures or interest payment thereon or redemption of preference shares or payment of dividend due to any shareholder, or repayment of any term loans or interest payable thereon to any financial institution or any bank. 11. CONFIRMATION BY THE BOARD OF DIRECTORS OF THE COMPANY (i) The Board has confirmed that it has made a full enquiry into the affairs and prospects of the Company and has formed the opinion that: a) that immediately from the date of board meeting held on March 24, 2023, there will be no grounds on which the Company could be found unable to pay its debts;

Contd.

2

Activity Date Earlier of: (a) sixty six Working Days i.e. July 19, 2023 from the date of the opening of the Buyback; or (b) when the Company completes the Buyback by deploying the amount equivalent to the Maximum Buyback Size; or (c) at such earlier date as may be determined by the Board (including a committee thereof, constituted by the Board or persons nominated by the Board / committee to Last date for the completion of the exercise its powers, and / or the powers Buyback conferred by the Board resolution in relation to the Buyback), after giving notice of such earlier closure, subject to the Company having deployed an amount equivalent to the Minimum Buyback Size (even if the maximum Buyback Size has not been reached or the Maximum Buyback Shares have not been bought back), however, that all payment obligations relating to the Buyback shall be completed before the last date for the Buyback.

4. PROCESS AND METHODOLOGY TO BE ADOPTED FOR THE BUYBACK 4.1 The Buyback is open to all shareholders of the Company holding Equity Shares in dematerialised form (“ Demat Shares ”). Shareholders holding shares in physical form can participate in the Buyback after such Equity Shares are dematerialized by approaching depository participant. 4.2 Further, as required under the Companies Act and Buyback Regulations, the Company will not Buyback Equity Shares which are partly paid-up, the Equity Shares with call-in-arrears, locked-in Equity Shares or non-transferable Equity Shares, until they become fully paid-up, or until the pendency of such lock-in, or until the time such Equity Shares become freely transferable, as applicable. 4.3 The Buyback will be implemented by the Company by way of open market purchases through the Stock Exchanges, by the order matching mechanism except “all or none” order matching system, as provided under the Buyback Regulations and price-time priority-based order matching principle, as provided under Stock Exchange Circulars and in accordance with the SEBI circular SEBI/HO/CFD/ PoD-2/P/CIR/2023/35 dated March 08, 2023, Operational Guidance - Amendment to Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018.

4.4 For the implementation of the Buyback, the Company has appointed IIFL Securities Limited as the registered broker (“ Company’s Broker” ) through whom the purchases and settlements on account of the Buyback would be made by the Company. The contact details of the Company’s Broker are as follows:

==> picture [76 x 29] intentionally omitted <==

IIFL SECURITIES LIMITED

9[th] Floor, IIFL Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013 Email : [email protected] Tel. No. : +91 22 4646 4600 Fax No. : +91 22 2493 1073 Contact Person : Kunal Thakkar/Vishal Hase Website : www.iiflcap.com

SEBI Registration No. : INZ000164132 CIN : L99999MH1996PLC132983 4.5 The Equity Shares are traded in dematerialised mode under the trading codes EMAMILTD at NSE and EMAMILTD / 531162 at BSE. The ISIN of the Equity Shares of the Company is INE548C01032. 4.6 The Company shall, commencing from April 13, 2023 (i.e., the date of opening of the Buyback), place “buy” orders on the Stock Exchanges on the normal trading segment under BO series to Buyback the Equity Shares through the Company’s Broker, in such quantity and at such price which will be in accordance with SEBI circular SEBI/HO/CFD/PoD-2/P/CIR/2023/35 dated March 08, 2023, Operational Guidance - Amendment to Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and Stock Exchange Circulars, not exceeding the Maximum Buyback Price of ₹ 450/- (Rupees Four Hundred Fifty Only) per Equity Share, as it may deem fit. 4.7 For the purpose of this Buyback, separate buyback window will be provided by stock exchanges to facilitate placing of sell orders by all shareholders who wish to offer their Equity Shares in the Buyback. The details of the symbol of the security will be as specified by stock exchanges from time to time. When the Company has placed an order for Buyback of Equity Shares, the identity of the Company as purchaser shall be available to the market participants of the Stock Exchanges. 4.8 Procedure for Buyback of Demat Shares: Beneficial owners holding Demat Shares who desire to sell their Equity Shares in the Buyback, would have to do so through their stock broker, who is a registered member of the Stock Exchanges by indicating to their broker the details of the Equity Shares they intend to sell whenever the Company has placed a “buy” order for Buyback of the Equity Shares. The Company shall place a “buy” order for Buyback of Demat Shares, by indicating to the Company’s Broker, the number of Equity Shares it intends to buy along with a price for the same. The trade would be executed at the price at which the order matches the price offered by the beneficial owners and that price would be the Buyback price for that beneficial owner. The execution of the order, issuance of contract note and delivery of the stock to the member and receipt of payment would be carried out by the Company’s Broker in accordance with the requirements of the Stock Exchanges and SEBI. Orders for Equity Shares can be placed on the trading days of the Stock Exchanges. Buyback window shall be available during 9:45 am to 3:00 pm on all normal trading days during the Buyback period. The Company is under no obligation to place “buy” order on a daily basis. The orders for buying back the Equity Shares will be placed on normal trading segment under BO series of Stock Exchanges atleast once a week.

4.9 It may be noted that a uniform price would not be paid to all the shareholders / beneficial owners pursuant to the Buyback and that the same would depend on the price at which the trade with that particular shareholder / beneficial owner was executed on the Stock Exchanges.

4.10 Procedure for Buyback of Physical Shares: As per the proviso to regulation 40(1) of Listing Regulations read with SEBI’s press releases dated March 27, 2019, effective from April 1, 2019, transfers of securities shall not be processed unless the securities are held in the dematerialized form with a depository ( “LODR Amendment” ). In light of the LODR Amendment, the Company shall not accept the Equity Shares offered under the Buyback unless such Equity Shares are in dematerialised form.

ACCORDINGLY, ALL SHAREHOLDERS OF THE COMPANY HOLDING EQUITY SHARES IN PHYSICAL FORM AND DESIROUS OF OFFERING THEIR EQUITY SHARES IN THE BUYBACK ARE ADVISED TO APPROACH THE CONCERNED DEPOSITORY PARTICIPANT TO HAVE THEIR EQUITY SHARES DEMATERIALIZED. IN CASE ANY ELIGIBLE SHAREHOLDER HAS SUBMITTED EQUITY SHARES IN PHYSICAL FORM FOR DEMATERIALIZATION, SUCH ELIGIBLE SHAREHOLDERS SHOULD ENSURE THAT THE PROCESS OF DEMATERIALIZATION IS COMPLETED WELL IN TIME SO THAT THEY CAN PARTICIPATE IN THE BUYBACK BEFORE BUYBACK CLOSING DATE. 4.11 Shareholders are requested to get in touch with the Manager to the Buyback or the Company’s Broker or the Registrar and Share Transfer Agent of the Company to clarify any doubts in the process.

4.12 Subject to the Company purchasing Equity Shares for an amount equivalent to the Minimum Buyback Size i.e. ₹ 13,950 Lakhs (Rupees Thirteen Thousand Nine Hundred Fifty Lakhs Only), nothing contained herein shall create any obligation on the part of the Company or the Board to Buyback any additional Equity Shares or confer any right on the part of any shareholder to have any Equity Shares bought back, even if the Maximum Buyback Size has not been reached, and / or impair any power of the Company or the Board to terminate any process in relation to the Buyback, to the extent permissible by law. The Company is under no obligation to utilize the entire amount of Maximum Buyback Size or buy all the Maximum Buyback Shares. However, if the Company is not able to complete the Buyback equivalent to the Minimum Buyback Size or is not able to utilize a minimum of 40% of the amount earmarked for the Buyback i.e. ₹ 7,440 Lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs Only) within the initial half of the sixty six Working Days from the date of the opening of the Buyback, except for the reasons mentioned in the Buyback Regulations, the amount held in the escrow account (up to a maximum of 2.5% of the Maximum Buyback Size), shall be liable to be forfeited and deposited in the Investor Protection and Education Fund of SEBI or as directed by SEBI in accordance with the Buyback Regulations.

4.13 The Company shall submit the information regarding the Equity Shares bought back by it to the Stock Exchanges on a daily basis in accordance with the Buyback Regulations. The Company shall also upload the information regarding the Equity Shares bought back by it on its website (www.emamiltd.in) on a daily basis. 4.14 Eligible shareholders who intend to participate in the Buyback should consult their respective tax advisors for applicable taxes. 5. METHOD OF SETTLEMENT 5.1 Settlement of Demat Shares: The Company will pay consideration for the Buyback to the Company’s Broker on or before every pay-in date for each settlement, as applicable to Stock Exchanges where the transaction is executed. The Company has opened a depository account ( “Emami Limited Buyback Demat Account” ) with IIFL Securities Limited for the purpose of Buyback. The Equity Shares bought back in the demat form would be transferred directly to the escrow account of the Company i.e. Emami Limited Buyback Demat Account. Demat Shares bought back by the Company will be transferred into the Emami Limited Buyback Demat Account by the Company’s Broker, on receipt of such Demat Shares and after completion of the clearing and settlement obligations of the Stock Exchanges. Beneficial owners holding Demat Shares would be required to transfer the number of such Demat Shares sold to the Company pursuant to the Buyback, in favour of their stock broker through whom the trade was executed, by offering the delivery instruction slip to

their respective depository participant (“DP”) for debiting their benefciary account
maintained with the DP and crediting the same to the broker’s pool account as
per procedure applicable to normal secondary market transactions. The benefcial
owners would also be required to provide to the Company’s Broker, copies of all
statutory consents and approvals required to be obtained by them for the transfer
of their Equity Shares to the Company as referred to in paragraph 13 of Part B.
5.2
Extinguishment of Demat Shares:The Demat Shares bought back by the
Company shall be extinguished and destroyed in the manner specifed in the
Securities and Exchange Board of India (Depository and Participants) Regulations,
2018 and the bye-laws, the circulars, and guidelines framed thereunder, each as
amended from time to time, in the manner specifed in the Buyback Regulations
and the Companies Act. The Company undertakes to ensure that all Demat Shares
bought back by the Company are extinguished within 7 (seven) Working Days from
the expiry of the Buyback period.
5.3
Consideration for the Equity Shares bought back by the Company shall be paid only
by way of cash through normal banking channel.
6.
BRIEF INFORMATION ABOUT THE COMPANY
6.1
Emami Limited was incorporated on March 11, 1983 as A.M.P Udyog Viniyog
Limited under the Companies Act, 1956. In 1994, Himani Limited was merged with
AMP Udyog Viniyog Ltd., vide Hon’ble Calcutta High Court order dated February
8, 1994 and its name was changed as per fresh certifcate of incorporation dated
May 5, 1994. In 1998, Emami Limited was then merged with Himani Limited vide
Hon’ble Calcutta High Court order dated July 21, 1998 and its name was changed
as Emami Limited as per fresh certifcate of incorporation dated September 1, 1998.
The Equity Shares of the Company are listed since 1995 on BSE and 2006 on NSE.
6.2
Emami Limited is one of the leading personal and healthcare company in India,
with portfolio of household brand names such as BoroPlus, Navratna, Fair and
Handsome, Zandu Balm, Mentho Plus Balm, Fast Relief and Kesh King. Emami has
a portfolio of over 300+ products based on Ayurvedic formulations. The Company’s
operations comprise more than 60+ countries including. SAARC, MENAP, SEA,
Africa, Eastern Europe and the CIS countries.
6.3
Emami acquired the heritage brand Zandu in 2008 on the basis of huge business
synergy between the two brand portfolios and the company also acquired Ayurvedic		 Particulars For nine
months
period
ended on
December
31, 2022
(IND-AS)		 For the
year ended
March 31,
2022
(IND-AS)		 For the
year ended
March 31,
2021
(IND-AS)		 For the
year ended
March 31,
2020
(IND-AS)
Un-audited
limited
reviewed		 Audited Audited Audited
Share of (Loss) associate (714.67) (1,458.42) (417.78) (602.00)
Proft/(Loss) before Tax
(after exceptional items)		 52,168.26 68,800.50 56,892.14 37,357.34
Provision for Tax (including
Deferred Tax and MAT Credit )		 3,589.10 (14,866.00) 11,421.26 7,126.98
Proft/(Loss) after Tax 48,579.16 83,666.50 45,470.88 30,230.36
Proft attributable to:
Owner of the Company 49,513.90 83,898.50 45,469.91 30,291.42
Non-controlling Interest (934.73) (232.00) 0.97 (61.06)
Other Comprehensive
Income/(Loss) for the year
net of tax		 (2,338.49) 3,062.00 6,135.11 (10,100.88)
Total Comprehensive
income for the period		 46,240.67 86,728.50 51,605.99 20,129.48
Equity Share capital 4,411.50 4,411.50 4,445.14 4,531.81
Other Equity Not Available 2,03,247.87 1,71,819.86 1,77,843.23
Net worth Not Available 2,07,659.37 1,76,265.00 1,82,375.04
Total Debt Not Available 26,371.12 9,190.93 21,023.44

6.2 Emami Limited is one of the leading personal and healthcare company in India, with portfolio of household brand names such as BoroPlus, Navratna, Fair and Handsome, Zandu Balm, Mentho Plus Balm, Fast Relief and Kesh King. Emami has a portfolio of over 300+ products based on Ayurvedic formulations. The Company’s operations comprise more than 60+ countries including. SAARC, MENAP, SEA, Africa, Eastern Europe and the CIS countries. 6.3 Emami acquired the heritage brand Zandu in 2008 on the basis of huge business synergy between the two brand portfolios and the company also acquired Ayurvedic Hair & Scalp business of “Kesh King” as a business strategy in 2015. In January 2019, the company acquired Creme 21, a German brand with strong roots & brand The Company has acquired Dermicool brand from Reckitt Benckiser in March 2022. The Company employs around 3,205 people and it’s products reach out to 49 Lakhs plus retails outlets through a network of 2800+ distributors. The company has 7 manufacturing plants, 4 regional offices, 1 overseas unit, 8 overseas subsidiaries, 2 domestic subsidiaries and 26 distribution centres across India. 7. BRIEF FINANCIAL INFORMATION ABOUT THE COMPANY 7.1 The selected financial information of the Company on standalone basis, as extracted from the unaudited limited review standalone financial statements for the period of nine months ended December 31, 2022, and audited standalone financial statements for the last 3 (three) financial year ended March 31, 2022, 2021 and 2020 is given below:

Note: The above information has been furnished based on the consolidated audited financial statements prepared under Indian Accounting Standards (‘Ind AS’) for FY2020, FY2021, FY2022 and nine month period ended December 31, 2022. The financial information for nine months ended December 31, 2022 is unaudited but was subjected to a limited review by Statutory Auditors of the Company under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015, as amended.

Key Ratios For nine
months
period
ended on
December
31, 2022
(IND-AS)		 For the
year ended
March 31,
2022 (IND-
AS)
For the
year ended
March 31,
2021 (IND-
AS)
For the
year ended
March 31,
2020 (IND-
AS)
Earnings Per Share (`)
(Basic)		 11.22* 18.88 10.23 6.67
Earnings Per Share (`)
(Diluted)		 11.22* 18.88 10.23 6.67
Return on Net Worth (%) Not
Available		 40.29% 25.80% 16.57%
Book Value Per Share (`) Not
Available		 47.07 39.65 40.24
Debt-Equity Ratio Not
Available		 0.12 0.05 0.11

==> picture [298 x 90] intentionally omitted <==

----- Start of picture text -----

( ` In Lakhs)
For nine
For the For the For the
months
year ended year ended year ended
period ended
on December March 31, March 31, March 31,
2022 2021 2020
Particulars (31, 2022 IND-AS) (IND-AS) (IND-AS) (IND-AS)
Un-audited
limited Audited Audited Audited
reviewed
----- End of picture text -----

Particulars For nine
months
period ended
on December
31, 2022
(IND-AS)

For the
year ended
March 31,
2022
(IND-AS)		 For the
year ended
March 31,
2021
(IND-AS)		 For the
year ended
March 31,
2020
(IND-AS)		 For the
year ended
March 31,
2020
(IND-AS)		 For the
year ended
March 31,
2020
(IND-AS)
Un-audited
limited
reviewed		 Audited Audited Audited
Months 9 12 12 12 8.
8.1
Revenue from Operations 2,20,887.41 2,86,687.46 2,58,228.69 2,38,992.36
Other Income 5,813.97 12,293.91 10,404.95 9,408.54
Total Income 2,26,701.38 2,98,981.37 2,68,634.64 2,48,400.90
Total Expenses (excluding
fnance cost and depreciation,
amortization, Tax and
Exceptional Items)		 1,59,866.01 1,96,968.90 1,73,896.16 1,79,789.41
Finance Cost 340.95 345.19 1,201.25 1,889.87
Depreciation and amortization
expense		 17,189.88 32,760.81 36,114.65 32,610.30
Exceptional items - - - 325.68
Proft/(Loss) before Tax (after
exceptional items)		 49,304.54 68,906.47 57,421.58 33,785.64
Provision for Tax (including
Deferred Tax and MAT Credit)		 2819.00 (16,161.29) 9,908.78 4,873.67
Proft/(Loss)after Tax 46,485.54 85,067.76 47,512.80 28,911.97
Other Comprehensive Income/
(Loss)for theyear net of tax		 (1,754.48) 3,161.22 5,938.49 (9,725.52)
Total Comprehensive income
for theperiod		 44,731.06 88,228.98 53,451.29 19,186.45
Equity Share capital 4,411.50 4,411.50 4,445.14 4,531.81
Other Equity Not Available 2,04,184.10 1,71,487.61 1,75,668.12
Net worth/Shareholders Fund Not Available 2,08,595.60 1,75,932.75 1,80,199.93
Total Debt Not Available 21,257.85 4,652.93 15,824.50

*not annualized

The key financial ratios, mentioned herein above, have been computed as under:

Equity Share Capital + Other Equity (excluding revaluation Net worth reserves and miscellaneous expenditure to the extent not written off) Earning Per Share Profit / (Loss) for the period Attributable to Equity Shareholders (Basic) / Weighted Number of Equity Shares outstanding Earning Per Share Profit / (Loss) for the period Attributable to Equity Shareholders (Diluted) / Weighted Number of Equity Shares outstanding Book Value per share Net worth / Number of Equity Shares outstanding at year end Debt-Equity Ratio Total Debt / Net Worth Return on Net Profit / (Loss) for the period / Net worth Worth (%)

DETAILS OF ESCROW ACCOUNT OPENED AND THE AMOUNT DEPOSITED THEREIN

In accordance with Regulation 20 of the Buyback Regulations and towards security for performance of its obligations under the Buyback Regulations, the Company has entered into an escrow agreement ( “Escrow Agreement” ) with the Manager to the Buyback and Axis Bank Limited who has been appointed as escrow banker ( “Escrow Bank” ) pursuant to which the Company has opened an escrow account ( “Emami Limited - Buyback Escrow Account 2023” ) (“ Escrow Account ”). The Company has authorized the Manager to the Buyback to operate the Escrow Account in compliance with the Buyback Regulations and the Escrow Agreement. The Company will deposit requisite cash, being 25% of the Maximum Buyback Size in the Escrow Account ( “Escrow Amount” ) in accordance with the Buyback Regulations.

|Note:The above information has been furnished based on the standalone audited
fnancial statements prepared under Indian Accounting Standards (‘Ind AS’) for
FY2020, FY2021, FY2022 and nine month period ended December 31, 2022.
The fnancial information for nine months ended December 31, 2022 is unaudited
but was subjected to a limited review by Statutory Auditors of the Company under
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation 2015, as amended.
Key Ratios
For nine
months
period ended
on December
31, 2022
(IND-AS)
For the
year ended
March 31,
2022
(IND-AS)
For the
year ended
March 31,
2021
(IND-AS)
For the
year ended
March 31,
2020
(IND-AS)
Earnings Per Share ()<br>(Basic)<br>10.94*<br>19.15<br>10.68<br>6.37<br>Earnings Per Share ()
(Diluted)
10.94
19.15
10.68
6.37
Return on Net Worth(%)
Not Available
40.78%
27.01%
16.04%
Book Value Per Share()<br>Not Available<br>47.28<br>39.58<br>39.76<br>Debt-EquityRatio<br>Not Available<br>0.10<br>0.03<br>0.09|**_Note:_**_The above information has been furnished based on the standalone audited_<br>_fnancial statements prepared under Indian Accounting Standards (‘Ind AS’) for_<br>_FY2020, FY2021, FY2022 and nine month period ended December 31, 2022._<br>_The fnancial information for nine months ended December 31, 2022 is unaudited_<br>_but was subjected to a limited review by Statutory Auditors of the Company under_<br>_Regulation 33 of the Securities and Exchange Board of India (Listing Obligations_<br>_and Disclosure Requirements) Regulation 2015, as amended._<br>**Key Ratios**<br>**For nine**<br>**months**<br>**period ended**<br>**on December**<br>**31, 2022**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2022**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2021**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2020**<br>**(IND-AS)**<br>Earnings Per Share ()
(Basic)
10.94
19.15
10.68
6.37
Earnings Per Share ()<br>(Diluted)<br>10.94*<br>19.15<br>10.68<br>6.37<br>Return on Net Worth(%)<br>Not Available<br>40.78%<br>27.01%<br>16.04%<br>Book Value Per Share()
Not Available
47.28
39.58
39.76
Debt-EquityRatio
Not Available
0.10
0.03
0.09|Note:The above information has been furnished based on the standalone audited
fnancial statements prepared under Indian Accounting Standards (‘Ind AS’) for
FY2020, FY2021, FY2022 and nine month period ended December 31, 2022.
The fnancial information for nine months ended December 31, 2022 is unaudited
but was subjected to a limited review by Statutory Auditors of the Company under
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation 2015, as amended.
Key Ratios
For nine
months
period ended
on December
31, 2022
(IND-AS)
For the
year ended
March 31,
2022
(IND-AS)
For the
year ended
March 31,
2021
(IND-AS)
For the
year ended
March 31,
2020
(IND-AS)
Earnings Per Share ()<br>(Basic)<br>10.94*<br>19.15<br>10.68<br>6.37<br>Earnings Per Share ()
(Diluted)
10.94
19.15
10.68
6.37
Return on Net Worth(%)
Not Available
40.78%
27.01%
16.04%
Book Value Per Share()<br>Not Available<br>47.28<br>39.58<br>39.76<br>Debt-EquityRatio<br>Not Available<br>0.10<br>0.03<br>0.09|**_Note:_**_The above information has been furnished based on the standalone audited_<br>_fnancial statements prepared under Indian Accounting Standards (‘Ind AS’) for_<br>_FY2020, FY2021, FY2022 and nine month period ended December 31, 2022._<br>_The fnancial information for nine months ended December 31, 2022 is unaudited_<br>_but was subjected to a limited review by Statutory Auditors of the Company under_<br>_Regulation 33 of the Securities and Exchange Board of India (Listing Obligations_<br>_and Disclosure Requirements) Regulation 2015, as amended._<br>**Key Ratios**<br>**For nine**<br>**months**<br>**period ended**<br>**on December**<br>**31, 2022**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2022**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2021**<br>**(IND-AS)**<br>**For the**<br>**year ended**<br>**March 31,**<br>**2020**<br>**(IND-AS)**<br>Earnings Per Share ()
(Basic)
10.94
19.15
10.68
6.37
Earnings Per Share ()<br>(Diluted)<br>10.94*<br>19.15<br>10.68<br>6.37<br>Return on Net Worth(%)<br>Not Available<br>40.78%<br>27.01%<br>16.04%<br>Book Value Per Share()
Not Available
47.28
39.58
39.76
Debt-EquityRatio
Not Available
0.10
0.03
0.09|Note:The above information has been furnished based on the standalone audited
fnancial statements prepared under Indian Accounting Standards (‘Ind AS’) for
FY2020, FY2021, FY2022 and nine month period ended December 31, 2022.
The fnancial information for nine months ended December 31, 2022 is unaudited
but was subjected to a limited review by Statutory Auditors of the Company under
Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulation 2015, as amended.
Key Ratios
For nine
months
period ended
on December
31, 2022
(IND-AS)
For the
year ended
March 31,
2022
(IND-AS)
For the
year ended
March 31,
2021
(IND-AS)
For the
year ended
March 31,
2020
(IND-AS)
Earnings Per Share ()<br>(Basic)<br>10.94*<br>19.15<br>10.68<br>6.37<br>Earnings Per Share ()
(Diluted)
10.94
19.15
10.68
6.37
Return on Net Worth(%)
Not Available
40.78%
27.01%
16.04%
Book Value Per Share()<br>Not Available<br>47.28<br>39.58<br>39.76<br>Debt-EquityRatio<br>Not Available<br>0.10<br>0.03<br>0.09|8.2<br>8.3<br>8.4<br>**9.**| |---|---|---|---|---|---| |**Key Ratios**|**For nine**<br>**months**<br>**period ended**<br>**on December**<br>**31, 2022**<br>**(IND-AS)**|<br> <br>**For the**<br>**year ended**<br>**March 31,**<br>**2022**<br>**(IND-AS)**|**For the**<br>**year ended**<br>**March 31,**<br>**2021**<br>**(IND-AS)**|**For the**<br>**year ended**<br>**March 31,**<br>**2020**<br>**(IND-AS)**|| |Earnings Per Share ()
(Basic)|10.94|19.15|10.68|6.37||
|Earnings Per Share ()<br>(Diluted)|10.94*|19.15|10.68|6.37|| |Return on Net Worth(%)|Not Available|40.78%|27.01%|16.04%|| |Book Value Per Share()|Not Available|47.28|39.58|39.76||
|Debt-EquityRatio|Not Available|0.10|0.03|0.09||

The funds in the Escrow Account may be released for making payment to the shareholders subject to at least 2.5% of the Maximum Buyback Size remaining in the Escrow Account at all points in time.

The balance lying to the credit of the Escrow Account will be released to the Company on completion of all obligations in accordance with the Buyback Regulations. If the Company is not able to complete the Buyback equivalent to the Minimum Buyback Size i.e. ₹ 13,950 Lakhs (Rupees Thirteen Thousand Nine Hundred Fifty Lakhs Only) or is not able to utilize a minimum of 40% of the amount earmarked for the Buyback i.e. ₹ 7,440 Lakhs (Rupees Seven Thousand Four Hundred Forty Lakhs Only) within the initial half of the sixty six Working Days from the date of opening of the Buyback, except for the reasons mentioned in the Buyback Regulations, the amount held in the Escrow Account (up to a maximum of 2.5% of the Maximum Buyback Size), shall be liable to be forfeited and deposited in the Investor Protection and Education Fund of SEBI or as directed by SEBI in accordance with the Buyback Regulations.

LISTING DETAILS AND STOCK MARKET DATA

9. 9.1 9.2

The Company’s Equity Shares are listed on the BSE and NSE. The high, low and weighted average prices for the last three years and the monthly high, low and weighted average prices for the six months preceding this PA and the corresponding volumes on BSE and NSE where equity shares of the Company are listed and traded are as follows:

*not annualized

The key financial ratios, mentioned herein above, have been computed as under:

==> picture [581 x 424] intentionally omitted <==

----- Start of picture text -----

Equity Share Capital + Other Equity (excluding corresponding volumes on BSE and NSE where equity shares of the Company are
Net worth revaluation reserves and miscellaneous expenditure to listed and traded are as follows:
the extent not written off) BSE
Earning Profit / (Loss) for the period Attributable to Equity No. of No. of Total volume Total
Per Share Shareholders / Weighted Number of Equity Shares equity equity Weighted traded turnover
(Basic) outstanding Period High ( )* Date of High shares traded Low ( ) Date of Low shares traded Average Price period (No in that transacted in the
Earning Per Share Profit / (Loss) for the period Attributable to Equity on that on that ( )** of Equity period ( in
(Diluted) Shareholders / Weighted Number of Equity Shares
day day Shares) lakhs)
outstanding
Last three Financial years (F.Y.)
Book Value per Net worth / Number of Equity Shares outstanding at year-
share end F.Y. 621.35 [4-Aug-] 40,506 430.00 [9-Mar-] 21,943 546.71 1,36,26,740 74,498.54
2022 2021 2022
Debt-Equity Ratio Total Debt/ Net Worth
F.Y.
Return on Net Profit / (Loss) for the period / Net worth 2021 519.65 [08-Feb-] 2021 27,665 162.00 [03-Apr-] 2020 38,522 350.64 1,84,95,423 64,852.73
Worth (%)
The selected financial information of the Company on consolidated basis, as F.Y. 2020 416.40 [03-Apr-] 2019 10,558 140.85 [30-Mar-] 2020 68,170 273.88 6,80,63,775 1,86,410.80
extracted from the unaudited limited review consolidated financial statements for
the period of nine months ended December 31, 2022, and audited consolidated Preceding six months
financial statements for the last 3 (three) financial year ended March 31, 2022, 2021 No. of No. of Total volume Total
and 2020 is given below: equity equity traded turnover
For nine months For the For the ( For the In Lakhs) Period High ( ) Date of High on that shares traded Low ( )* Date of Low on that shares traded Price (Weighted Average ) period (No of Equity in that period (transacted in the ` in
period year ended year ended year ended day day Shares) lakhs)
ended on March 31, March 31, March 31,
Feb-
December 2022 2021 2020 443.00 [1-Feb-] 6,488 374.90 [27-Feb-] 24,907 399.73 2,14,910 859.07
Particulars 31, 2022 (IND-AS) (IND-AS) (IND-AS) 2023 2023 2023
(IND-AS) Jan- 449.20 [30-Jan-] 11,931 414.45 [23-Jan-] 2,678 430.35 1,36,357 586.82
Un-audited 2023 2023 2023
reviewedlimited Audited Audited Audited Dec- 480.05 [1-Dec-] 57,861 408.20 [26-Dec-] 11,186 445.89 2,80,925 1,252.61
2022 22 22
Months 9 12 12 12
Nov- 492.55 [2-Nov-] 5,092 425.00 [23-Nov-] 2,343 461.38 4,42,114 2,039.84
Revenue from Operations 2,56,978.67 3,19203.28 2,88,052.65 2,65,488.17 2022 2022 2022
Other Income 5,518.16 9,525.00 7,027.16 5,706.58 Oct- 509.05 [4-Oct-] 7,536 456.70 18-Oct- 15,325 474.95 12,10,334 5,748.52
2022 2022 2022
Total Income 2,62,496.83 3,28,728.28 2,95,079.81 2,71,194.75
Total Expenses (excluding Sept- 524.95 [26-Sep-] 38,551 473.45 19-Sep- 2,17,892 496.44 4,54,901 2,258.32
finance cost and 1,90,683.40 2,23,966.79 1,99747.28 1,96,433.16 2022 2022 2022
depreciation, amortization, Source: www.bseindia.com
Tax and Exceptional Items )
*High and low prices are based on the high and low of the daily prices.
Finance Cost 602.48 507.29 1,327.13 2,101.15 ** Weighted Average Price (Total Turnover / Total Traded Quantity) for all trading days
Depreciation and during the period
18,328.02 33,477.79 36,695.48 33,632.72
amortization expense Note 1: In case where the same price is reflected for more than one date during the
Exceptional items - (518.49) - 1,068.38 relevant periods mentioned above, the latest date is being considered for the purposes of disclosure in the above table.disclosure in the above table.
----- End of picture text -----**

7.2 The selected financial information of the Company on consolidated basis, as extracted from the unaudited limited review consolidated financial statements for the period of nine months ended December 31, 2022, and audited consolidated financial statements for the last 3 (three) financial year ended March 31, 2022, 2021 and 2020 is given below:

*High and low prices are based on the high and low of the daily prices. ** Weighted Average Price (Total Turnover / Total Traded Quantity) for all trading days during the period

Note 1: In case where the same price is reflected for more than one date during the relevant periods mentioned above, the latest date is being considered for the purposes of disclosure in the above table.disclosure in the above table.

3

NSE

|Period |High (**)***|**Date of**<br>**High**|**No. of**<br>**equity**<br>**shares**<br>**traded on**<br>**that day**|**Low (**)|Date of
Low|No. of
equity
shares
traded on
that day|Weighted
Average
Price
(**)****|**Total volume**<br>**traded in that**<br>**period (No of**<br>**Equity Shares)**|**Total**<br>**turnover**<br>**transacted in**<br>**the period**<br>**(**in lakhs)|
|---|---|---|---|---|---|---|---|---|---|
|Last three Financial years (F.Y.)||||||||||
|F.Y.
2022|621.80|24-Aug-
2021|11,51,688|430.10|29-Mar-
2022|6,16,956|546.71|13,81,55,985|7,38,876.18|
|F.Y.
2021|519.95|08-Feb-
2021|6,17,871|164.05|01-Apr-
2020|12,98,959|328.99|21,98,86,000|7,23,396.49|
|F.Y.
2020|415.40|03-Apr-
2019|4,34,509|130.95|30-Mar-
2020|15,40,055|293.92|16,94,71,402|4,82,436.13|
|Preceding six months||||||||||
|Period |High (**)***|**Date of**<br>**High**|**No. of**<br>**equity**<br>**shares**<br>**traded on**<br>**that day**|**Low (**)|Date of
Low|No. of
equity
shares
traded on
that day|Weighted
Average
Price
(**)****|**Total volume**<br>**traded in that**<br>**period (No of**<br>**Equity Shares)**|**Total**<br>**turnover**<br>**transacted in**<br>**the period**<br>**(**in lakhs)**|
|Feb-
2023|443.20|1-Feb-
2023|1,42,477|374.80|27-Feb-
2023|3,16,688|400.08|53,48,234|21,397.12|
|Jan-
2023|449.80|30-Jan-
2023|2,51,181|414.00|25-Jan-
2023|52,319|429.56|38,81,448|16,673.09|
|Dec-
2022|481.00|1-Dec-
22|3,93,580|410.10|23-Dec-
22|1,86,672|441.93|56,71,888|25,066.03|
|Nov-
2022|493.15|2-Nov-
2022|2,68,593|425.00|23-Nov-
2022|90,619|455.30|47,82,649|21,775.34|
|Oct-
2022|509.75|4-Oct-
2022|1,62,140|456.35|18-Oct-
2022|2,86,083|479.82|33,19,753|15,928.69|
|Sept-
2022|524.00|26-Sep-
2022|5,09,775|473.25|19-Sep-
2022|1,49,880|504.50|47,47,333|23,950.32|

Source: www.nseindia.com

  • High and low prices are based on the high and low of the daily prices.

** Weighted Average Price (Total Turnover / Total Traded Quantity) for all trading days during the period

Note 1: In case where the same price is reflected for more than one date during the relevant periods mentioned above, the latest date is being considered for the purposes of disclosure in the above table.

  • 9.3 The stock prices on the Stock Exchanges on relevant dates are:

==> picture [274 x 34] intentionally omitted <==

----- Start of picture text -----

BSE NSE
Date Description High Low Closing High Low Closing
(₹) (₹) (₹) (₹) (₹) (₹)
----- End of picture text -----

Date Description BSE BSE BSE NSE NSE NSE
High
(₹)		 Low
(₹)		 Closing
(₹)		 High
(₹)		 Low
(₹)		 Closing
(₹)
March 20,
2023		 Day prior to
notice of Board
Meeting to
consider proposal
of Buyback was
given to the Stock
Exchanges		 357.00 340.95 343.40 364.00 340.55 343.00
March 21,
2023		 Date on which
notice Board
Meeting to
consider proposal
of Buyback was
given to the Stock
Exchanges		 346.80 342.00 345.60 346.80 341.70 345.00
March 24,
2023		 Board Meeting day 370.00 355.00 362.00 372.00 355.10 362.55
March 27,
2023		 First trading
day post Board
Meetingday		 367.25 346.00 349.75 367.95 340.60 349.65

10. PRESENT CAPITAL STRUCTURE AND SHARE HOLDING PATTERN

10.1 The capital structure of the Company as on the date of this Public Announcement and the proposed capital structure of the Company post completion of the Buyback is set forth below

==> picture [274 x 27] intentionally omitted <==

----- Start of picture text -----

( ` in Lakhs)
Share Capital Pre Buyback Post Buyback
----- End of picture text -----

Share Capital Pre Buyback Post Buyback
Authorized
50,00,00,000 EquityShares of Re 1/- each 5,000.00 5,000.00
Issued Subscribed and Paid-up Capital
44,11,50,000 Equity Shares of Re. 1/- each fully
paid up		 4,411.50 -
43,70,16,667 Equity Shares of Re. 1/- each fully
paid up		 - 4,370.17*

* Assuming that as a part of Buyback all the 41,33,333 Equity Shares (Maximum Buyback Shares) are bought back at Maximum Buyback Price. Please note that the shareholding post the Buyback may differ depending on the actual number of equity Shares bought back under the Buyback.

  • 10.2 The shareholding pattern of the Company as on March 24, 2023 (“ Pre-Buyback ”) and the proposed shareholding pattern of the Company post completion of the Buyback are given below:
f Pre Buyback
(as on March 24, 2023)		 Pre Buyback
(as on March 24, 2023)		 Post Buyback* Post Buyback*
Sr.
No.		 Category o
Shareholders		 Number of
Equity Share
held		 % to the
existing Equity
Share capital
Number of
Equity Share
held		 % to the
Equity Share
capital
A. Promoter and
Promoter Group		 23,93,93,412 54.27 23,93,93,412 54.78
Sr.
No.		 Category of
Shareholders		 Pre Buyback
(as on March 24, 2023)		 Pre Buyback
(as on March 24, 2023)		 Post Buyback* Post Buyback* 13.3
13.4
13.5
Number of
Equity Share
held		 % to the
existing Equity
Share capital
Number of
Equity Share
held		 % to the
Equity Share
capital
B. Public
Shareholders		 20,17,56,588 45.73 19,76,23,255 45.22
C1 Shares
underlying DRs		 - -
C2 Shares held by
Employee Trust		 - -
C. Non Promoter-
Non Public
(C1+C2)		 - -
TOTAL (A+B+C) 44,11,50,000 100.00 43,70,16,667 100.00

Buyback from each shareholder is subject to all statutory consents and approvals as may be required by such shareholder under applicable laws and regulations. The shareholders shall be solely responsible for obtaining all such statutory consents and approvals (including, without limitation the approvals from the Reserve Bank of India and / or SEBI, if any) as may be required by them in order to sell their Equity Shares to the Company pursuant to the Buyback. Shareholders would be required to provide copies of all such consents and approvals obtained by them to the Company’s Broker.

The Buyback from erstwhile overseas corporate bodies and other applicable categories shall be subject to such approvals of the Reserve Bank of India, if any, under the Foreign Exchange Management Act, 1999 and the rules and regulations framed thereunder, as amended from time to time.

To the best of the knowledge of the Company, no other statutory approvals are required by it for the Buyback as on the date of this Public Announcement. Subject to the obligation of the shareholders to obtain the consents and approvals necessary for transfer of their Equity Shares to the Company as set out in paragraph 13.2 and 13.3 of Part B above, the Company shall obtain such statutory approvals as may be required, from time to time, if any, for completion of the Company’s obligations in relation to the Buyback.

*Assuming the Buyback of Maximum Buyback Shares, i.e., 41,33,333 Equity Shares, at the Maximum Buyback Price, i.e., ₹ 450/- per Equity Share. The actual shareholding pattern post-Buyback may vary depending upon the actual number of Equity Shares bought back under the Buyback.

COLLECTION AND BIDDING CENTERS

14.

The Buyback will be implemented by the Company by way of open market purchases through the Stock Exchanges using their nationwide trading terminals. Therefore, the requirement of having collection centres and bidding centres is not applicable.

  • 10.3 There are no partly paid-up or Equity Shares or calls in arrears as on the date of this Public Announcement.

  • 10.4 There are no outstanding instruments convertible into shares.

COMPLIANCE OFFICER

15.

Investors may contact the Compliance Officer for any clarification or to address their grievances, if any, during office hours i.e., 10:00 a.m. to 5:00 p.m. on all Working Days except Saturday, Sunday and public holidays.

  • 10.5 No scheme of amalgamation or compromise or arrangement pursuant to the Companies Act is pending in relation to the Company as on the date of this Public Announcement.

11. DETAILS OF PROMOTERS, MEMBERS OF THE PROMOTER GROUP, PERSONS IN CONTROL AND DIRECTORS OF PROMOTERS AND PROMOTER GROUP SHAREHOLDING AND OTHER DETAILS

Mr. A.K. Joshi

Company Secretary & Compliance Officer & Vice President - Legal Emami Limited

  • For the details of the aggregate shareholding of the promoters, members of the promoter group, directors of the promoters and members of the promoter group (where the promoter or the member of the promoter group is a company), directors, key managerial personnel and of persons who are in control of the Company as on the date of this Public Announcement, please refer to paragraph 8.1, 8.2 and 8.3 of 16. Part A above.

  • 11.1

687, Emami Tower, Anandapur E M Bypass, Kolkata, West Bengal, 700107 Tel No. : +91- 33-66136264

Email : [email protected]; [email protected]

INVESTOR SERVICE CENTRE

In case of any query, the shareholders may also contact Maheshwari Datamatics Pvt Ltd, the Registrar and Share Transfer Agent of the Company, appointed as the Investor Service Centre for the purposes of the Buyback, any day except Saturday and Sunday and public holiday between 10.30 a.m. to 5.30 p.m. at the following address:

11.2 For the details of Equity Shares sold or purchased by the persons mentioned in paragraph 11.1 above during a period of 12 (twelve) months preceding the date of this Public Announcement and 6 (six) months preceding the date of the Board Meeting, please refer to paragraph 8.4 and 8.5 of Part A above.

==> picture [56 x 39] intentionally omitted <==

12. MANAGEMENT DISCUSSION AND ANALYSIS ON THE LIKELY IMPACT OF THE BUYBACK ON THE COMPANY

12.1 The Buyback is expected to enhance overall long-term shareholders’ value for continuing shareholders, without compromising on the future growth opportunities of the Company, as well as provide an exit opportunity to the public shareholders. The Buyback is not likely to cause any material adverse impact on the earnings of the Company, except a reduction in the treasury income which the Company could have otherwise earned from investments. The Company will also bear the cost of the Buyback transaction.

Maheshwari Datamatics Pvt Ltd

23, R.N. Mukherjee Road, 5th Floor, Kolkata, West Bengal - 700001 Tel No.: +91 33 - 22482248 / 22435029; Contact Person: Ravi Kumar Bahl Email: [email protected] Website : www.mdpl.in SEBI Registration No.: INR000000353 Validity Period : Permanent (Unless suspended or cancelled by SEBI) CIN: U20221WB1982PTC034886

  • 12.2 The Buyback is proposed, considering the accumulated surplus funds available with the Company, after considering the funds required for future growth of the Company as envisaged by the Board.

12.3 The Buyback will be funded out of the internal accruals of the Company including free reserves of the Company, in accordance with Section 68(1) of the Companies Act and Regulation 4(ix) of the Buyback Regulations.

  • 12.4 The Buyback will lead to reduction in existing Equity Shares and consequently, is expected to improve the ‘earnings per share’ and enhance return on equity, 17. assuming that the Company would earn similar profits as in the past.

MERCHANT BANKER FOR THE BUYBACK

The Company has appointed the following as Manager to the Buyback:

==> picture [124 x 23] intentionally omitted <==

  • 12.5 Pursuant to Regulation 16(ii) of the Buyback Regulations, the promoters, members of the promoter group and persons in control of the Company will not participate in the Buyback. The Buyback will not result in a change in control or otherwise affect the existing management structure of the Company.

IIFL SECURITIES LIMITED

10[th] Floor, IIFL Centre, Kamala Mills, Senapati Bapat Marg, Lower Parel (West) Tel. No.: +91 22 4646 4728 Fax No.: +91 22 2493 1073 Email: [email protected] Website : www.iiflcap.com Investor grievance e-mail : [email protected] SEBI Registration No. : INM000010940 Validity Period : Permanent ( unless suspended or cancelled by SEBI) Contact Person: Nishita Mody / Yogesh Malpani CIN: L99999MH1996PLC132983

  • 12.6 Consequent to the Buyback (which excludes participation by the promoters, members of the promoter group and persons in control of the Company) and based on the number of Equity Shares bought back by the Company from the shareholders including resident outside India, erstwhile overseas corporate bodies, foreign portfolio investors and non-resident Indian shareholders, the shareholding pattern of the Company would undergo a change; however public shareholding shall not fall below 25% of the total fully paid up equity share capital of the Company.

  • 12.7 In accordance with Section 68(2)(d) of the Companies Act and Regulation 4(ii) of the Buyback Regulations, the ratio of the aggregate of secured and unsecured debts owed by the Company shall not be more than twice the paid-up capital and free reserves post the Buyback based on lower of audited standalone and consolidated financial statements of the Company.

12.8 The Company shall not issue any Equity Shares or other securities including by way of bonus issue, till the date of expiry of the Buyback period in accordance with the applicable provisions of the Companies Act and the Buyback Regulations. The Company shall not make any further issue of the same kind of shares or other securities including allotment of new shares or other specified securities within a period of 6 (six) months after the completion of the Buyback except by way of bonus shares or equity shares issued in order to discharge subsisting obligations such as conversion of warrants, stock option schemes, sweat equity or conversion of preference shares or debentures into Equity Shares. Further, in accordance with Regulation 24(i)(f) of the Buyback Regulations, the Company shall not raise further capital for a period of 1 (one) year from the expiry of the Buyback period, except in discharge of its subsisting obligations.

DIRECTORS’ RESPONSIBILITY

18.

As per Regulation 24(i)(a) of the Buyback Regulations, the Board accepts responsibility for the information contained in this Public Announcement and for the information contained in all other advertisements, circulars, brochures, publicity materials etc., which may be issued by the Company in relation to the Buyback and confirms that the information in such documents contain and will contain true, factual and material information and does not and will not contain any misleading information.

For and on behalf of the Board of Directors of Emami Limited

For and on behalf of the Board of Directors o fEmami Limited
Sd/-
Mr. S.K. Goenka
Designation:
Whole Time Director
DIN: 00149916		 Sd/-
Mr. Harsha Vardhan Agarwal
Designation:
Vice Chairman and
Managing Director
DIN: 00150089		 Sd/-
Mr. A. K Joshi
Designation:
Company Secretary &
Compliance Ofcer &
Vice President - Legal
Membership No: FCS 4976
Place :Kolkata
Date :March 27, 2023

12.9 Unless otherwise determined by the Board or Buyback Committee or as may be directed by the Appropriate Authorities, the Buyback will be completed within a maximum period of sixty six Working Days from the date of opening of the Buyback. In accordance with Buyback Regulations, the Company shall not withdraw the Buyback once this Public Announcement has been made.

13. STATUTORY APPROVALS

  • 13.1 Pursuant to Sections 68, 69, 70, and all other applicable provisions of the Companies Act and applicable Rules thereunder and the provisions of the Buyback Regulations and Article 52A of the Articles of Association of the Company, the Company has obtained the Board approval as mentioned above.

  • 13.2 The Company has obtained the prior consents from its lenders for the Buyback.

4

PRESSMAN

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