Dabur India Ltd. announces an acquisition

The exact purchase consideration disclosed was Rs 12.59 Crores for 1,25,90,070 cumulative redeemable preference shares representing 51% of Sesa Care’s paid-up preference share capital, acquired on 10 January 2025 ^[1].

Dabur separately extended corporate guarantees against Sesa Care borrowings of Rs 296.45 Crores, calculated as Rs 242.45 Crores plus Rs 54.00 Crores ^[1]. This is credit support, not purchase consideration; therefore, it should not be added mechanically to the Rs 12.59 Crores and labelled as the acquisition price. The subsequent amalgamation also involved issuing Dabur shares under the approved exchange ratios ^[2].

A defensible EV/Sales or EV/EBITDA multiple cannot be calculated from the cited scheme extracts. The extracts provide Sesa Care’s paid-up capital as of 31 December 2025 ^[3] and the share-exchange ratios ^[2], but do not report Sesa Care’s sales or EBITDA. The required calculations would be:

• EV/Sales = enterprise value / Sesa Care revenue
• EV/EBITDA = enterprise value / Sesa Care EBITDA

Third-party coverage has estimated Sesa Care’s enterprise value at roughly Rs 315–325 Crores, but the reported debt component varies across articles and is not a substitute for a scheme-statement valuation basis ^{[4] [5]}. Accordingly, the reliable conclusion is:

• Disclosed cash consideration: Rs 12.59 Crores for the initial 51% CRPS acquisition.
• Additional disclosed financial exposure: Rs 296.45 Crores of guaranteed facilities.
• Implied EV/Sales or EV/EBITDA: not determinable without Sesa Care’s revenue or EBITDA from the scheme financial statements and a clearly defined enterprise value.

Sesa Care is positioned as a complementary premium Ayurvedic layer within Dabur’s existing hair-care portfolio, rather than as a separate personal-care vertical. Dabur is already described as a market leader in hair oils, while Sesa is identified as the third-largest brand in Ayurvedic hair oils; its premium Ayurvedic positioning fills a stated whitespace in Dabur’s current hair-oil range.^[6]

Portfolio integration

• Product overlap and expansion: Sesa brings Ayurvedic hair oils, shampoos, conditioners and hair kits, alongside wellness products, allowing Dabur to broaden its hair-care offering beyond its existing products.^[3]
• Distribution-led scaling: Dabur intends to use its larger distribution network, category expertise, supply-chain capabilities, market research and international-market access to expand Sesa’s reach in India and overseas.^[6]
• Personal-care fit: The strategic logic is therefore premiumisation and portfolio completion within Dabur’s personal-care/hair-care business: Sesa adds Ayurvedic brand equity and a premium proposition, while Dabur contributes scale, route-to-market and operating capabilities.^[6]
• Integration mechanics: The sanctioned scheme transfers Sesa’s assets, liabilities, rights and obligations to Dabur, with the stated objective of pooling financial, managerial, technical, distribution and marketing resources and streamlining operations.^[7][8]

Revenue contribution

A comparable revenue contribution is not disclosed. The cited NCLT materials do not separately report Sesa Care’s revenue, and they do not provide Dabur’s standalone hair-care revenue on the same basis. Consequently, no defensible percentage contribution of Sesa to Dabur’s hair-care revenue can be calculated from the disclosed figures.

The acquisition should therefore be viewed primarily as a portfolio and distribution integration, with the immediate economic opportunity being incremental scale for Sesa through Dabur’s platform; the filing does not establish that Sesa is already material relative to Dabur’s standalone hair-care business.

The Appointed Date is 1 April 2026. The NCLT order records this date as proposed in the Scheme of Amalgamation between Sesa Care Private Limited and Dabur India Limited. ^[6]

On accounting, the order confirms that the companies must maintain their accounts in accordance with the applicable Ind AS method of arrangement and Indian GAAP. ^[2] However, the cited order extract does not reproduce the operative scheme clause specifying whether any resulting difference is to be recognised as goodwill or credited to capital reserve, nor does it state any amortisation period for goodwill. The auditor certificates confirming the proposed accounting treatment were filed with the petition, but their detailed wording is not included in the cited material. ^[9]