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Emami Ltd Capital/Financing Update 2024

Aug 31, 2024

61637_rns_2024-08-31_c1ef6802-31ca-4eaf-bc18-d7b5e108c04d.pdf

Capital/Financing Update

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31[st] August, 2024

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

Sub: Intimation for signing of Share Purchase Agreement

Ref: Regulation 30 read with part A of schedule III to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015

Dear Sir/ Madam,

In continuation of the intimation submitted by the Company on 30[th] August 2024 for acquisition of shares of Helios Lifestyle Pvt Ltd (Helios), subsidiary we wish to inform that the Company has entered into a Share Purchase Agreement (SPA) on 30[th] August 2024 for acquisition of 49.60% stake of Helios with Helios, Mr. Parvesh Kumar, Mr. Hitesh Dhingra, Mr. Bhisham Bhateja (Promoter shareholders of Helios) and other non – promoter shareholders of Helios. The completion of the acquisition is subject to satisfaction of certain conditions precedent as specified in the SPA.

The details as required under SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 are given as under: -

Sl. No.	Particulars	Particulars
1	Name(s) of parties with whom the agreement is entered	Mr. Parvesh Kumar, Mr. Hitesh Dhingra, Mr. Bhisham Bhateja (the promoter shareholders) and other non-promoter shareholders of Helios Lifestyle Private Limited
2	Purpose of entering into the agreement	Acquisition of 49.60% stake of Helios Lifestyle Private Limited, making it a wholly owned subsidiary of the Company.
3	Shareholding, if any, in the entity with whom the agreement is executed	Prior to the acquisition, the Company held 50.40% of shares of Helios. Upon completion of the acquisition, the Company will own 100% of the shares of Helios, making it a wholly owned subsidiary.

Sl. No.	Particulars	Particulars
4	Significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.;	Post acquisition Helios will become wholly owned subsidiary, hence no such specific special rights.
5	Whether the said parties are related to promoter/ promoter group/ group companies in any manner, if yes, nature of relationship	None of the promoter/ promoter group/ group companies of the Company have any interest in Helios, except to the extent of Helios being a subsidiary of the Company.
6	Whether the transaction would fall within related party transactions? If yes, whether the same is done at “arm’s length”	Helios falls under the category of a subsidiary company, hence, the acquisition will fall within related party transactions Approval of Audit & Board have been obtained for the RPT and the transaction is at arms length.
7	In case of issuance of shares to the parties, details of issue price, class of shares issued;	Not applicable
8	Any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc;	None
9	In case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s):	Not applicable