Scheme of Arrangement

Ref: SEC/SE/2026-27 Date: September 26, 2026 Corporate Relations Department Listing Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, 5th Floor Dalal Street, Plot No. C/1, G Block, Bandra Kurla Complex Mumbai- 400001 Bandra (E), Mumbai - 400051 BSE Scrip Code: 500096 NSE Scrip Symbol: DABUR Sub: Upload of order sanctioning the Scheme of Amalgamation under Sections 230 to 232 of the Companies Act, 2013 by the Hon’ble National Company Law Tribunal, New Delhi Bench (“NCLT”) on its website Ref.: Disclosure under Regulation 30 of the Securities and Exchange Board of India (“SEBI”) (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”) Dear Sir/ Madam, This is in furtherance to our intimation dated September 25, 2026, regarding the pronouncement of the order sanctioning the Scheme of Amalgamation between Sesa Care Private Limited ("Transferor Company") and Dabur India Limited (“Company” or "Transferee Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Act”) read with rules made thereunder (“Scheme”). We wish to inform you that the said order, pronounced by the Hon'ble NCLT on September 24, 2026, has been uploaded on the website of the Hon'ble NCLT on September 25, 2026. A copy of the order as uploaded by the Hon'ble NCLT is enclosed herewith for your reference. This intimation will also be uploaded on the Company’s website at www.dabur.com. You are requested to take the same on your records. Thanking you, Yours faithfully, For Dabur India Limited (Ashok Kumar Jain) Group Company Secretary and Chief Compliance officer Encl: as above DABUR INDIA LIMITED, Punjabi Bhawan, 10, Rouse Avenue, New Delhi – 110 002, Tel.: +91 11 71206000 Regd. Office: 8/3, Asaf Ali Road, New Delhi – 110 002 (India) CIN: L24230DL1975PLC007908, Email: corpcomm@dabur.com Website: www.dabur.com IN THE NATIONAL COMPANY LAW TRIBUNAL, NEW DELHI BENCH, COURT-III COMPANY PETITION NO. (CAA) - 33(ND)/2026 CONNECTED WITH COMPANY APPLICATION NO. (CA) - 1(ND)/2026 (Under Section 230-232 and other applicable provisions of the Companies Act, 2013 r/w Rule 15 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016) IN THE MATTER OF SCHEME OF AMALGAMATION: AMONGST SESA CARE PRIVATE LIMITED Addressed At: 3rd Floor, Punjabi Bhawan, 10-Rouse Avenue, Minto Road, New Delhi -110002. … Petitioner Company No. 1/Transferor Company WITH DABUR INDIA LIMITED. Addressed At: 8/3 Asaf Ali Road, New Delhi, Delhi -110002. … Petitioner Company No. 2/Transferee Company AND WITH THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS Order Pronounced On: 24.09.2026 CORAM: SHRI BACHU VENKAT BALARAM DAS, HON’BLE MEMBER (JUDICIAL) SHRI RAVINDRA CHATURVEDI, HON’BLE MEMBER (TECHNICAL) CP (CAA) - 33(ND)/2026 Date of Order- 24.09.2026 Page 1 of 21 PRESENT: For the Petitioner(s) : Mr. Rajeev Kumar, Ms. Anukanksha Singh, Advs. For the IT Department : M r . S i d h artha Sinha, Mr. Ashish Parashar, Ms. Esha, Mr. Akshita Goyal, Advs. For the OL : Mr. Kartikeya Asthana, Ms. Siddhidatri Jha, Advs. For the SEBI : Ms. Amrita Singh, Mr. Sanket Khandelwal, Mr. Prasang Sharma, Advs. ORDER 1. The present Second Motion Petition is jointly filed by SESA CARE PRIVATE LIMITED (hereinafter referred as the Transferor Company) and DABUR INDIA LIMITED (hereinafter referred as the Transferee Company), under Sections 230-232 of the Companies Act, 2013 (Act) read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (Rules) for the sanction of the proposed Scheme of Amalgamation amongst Sesa Care Private Limited with Dabur India Limited (hereinafter collectively referred as the Petitioner Companies) and their respective shareholders and creditors (Scheme). The prayers contained in the petition read as follows:- 1) Sanction the said Scheme of Amalgamation (being annexed hereto); 2) Issue notice to (a) the Central Government through the Regional Director, Northern Region Directorate I (b) Registrar of Companies, NCT of Delhi - II, Central Delhi ( c) Official Liquidator, High Court of Delhi (d) Jurisdictional Income Tax Department, New Delhi & Chief Commissioner of Income Tax, New Delhi ( e) Securities and Exchange Board of India (f) BSE Limited and (g) National Stock Exchange of India Limited; 3) Issue appropriate direction to publish the notice of the petition in Business Standard in English (National edition) and Jansatta in Hindi (Delhi edition); or CP (CAA) - 33(ND)/2026 Date of Order- 24.09.2026 Page 2 of 21 4) Pass any such other order may be made in the premises as to the Hon'ble Tribunal shall deem fit. 2. The Registered office address of the Petitioner Companies are situated in the NCT of Delhi. Therefore, it is under the jurisdiction of the National Company Law Tribunal, New Delhi. 3. Sesa Care Private Limited, (Petitioner Company No.1 /Transferor Company) bearing CIN: U24247DL2018PTC452131 was incorporated on 23.08.2018 under the provisions of the Companies Act, 2013, as a Private Limited Company with the Registrar of Companies. The registered office of the Transferor Company was shifted from Rocklines House, Ground Floor 9/2, Museum Road, Bangalore, Karnataka - 560001, India to its present address, i.e. 3rd Floor, Punjabi Bhawan, 10-Rouse Avenue, Minto Road, New Delhi - 110002 vide order of Regional Director. The Transferor Company is primarily engaged in business of manufacturing, purchasing and selling of ayurvedic personal care and wellness products for personal/household use. 4. The Authorised Share Capital of the Transferor Company as on 31.12.2025 is Rs. 20,00,00,00,000/- (Rupees Two Thousand Crore Only), comprising 1,84,50,00,000 (One Hundred Eighty-Four Crore Fifty Lakh) Class A equity shares of Rs. 10/- each, 20,00,00,000 (Twenty Crore) Class B equity shares of Rs. 6/- each, and 3,50,00,000 (Three Crore Fifty Lakh) 0.001% cumulative redeemable preference shares ("CRPS") of Rs. 10/- each. The present Issued, Subscribed and Paid-up Share Capital of the Company is Rs. 9,66,50,34,130/- (Rupees Nine Hundred Sixty-Six Crore Fifty Lakh Thirty-Four Thousand One Hundred Thirty Only), comprising 83,37,80,000 (Eighty-Three Crore Thirty- Seven Lakh Eighty Thousand) Class A equity shares of Rs. 10/- each, 18,00,61,670 (Eighteen Crore Sixty-One Thousand Six Hundred Seventy) Class B equity shares of Rs. 6/- each, and 2,46,86,411 (Two Crore Forty-Six Lakh Eighty-Six Thousand Four Hundred Eleven) 0.001% CRPS of Rs. 10/- each. 5. Dabur India Limited, (Petitioner Company No. 2 /Transferee Company) bearing CIN: L24230DL1975PLC007908 was incorporated on 16.09.1975 CP (CAA) - 33(ND)/2026 Date of Order- 24.09.2026 Page 3 of 21 under the provisions of the Companies Act, 1956, as a Public Limited Company with the Registrar of Companies, NCT of Delhi and Haryana. The name of the Transferee Company was changed from Vishal Chemicals (India) Limited to Vidogum and Chemicals Limited pursuant to a fresh certificate of incorporation dated 19.09.1981. Lastly, the name of the Transferee Company was changed from Vidogum and Chemicals Limited to its present name, i.e. Dabur India Limited, with effect from 13.10.1986. The registered office address of Transferee Company is situated at 8/3 Asaf Ali Road, New Delhi, Delhi - 110002. The Transferee Company is a leading FMCG player engaged in the consumer care and food products business. It has an extensive manufacturing network across India, along with an R&D centre in Sahibabad, Uttar Pradesh. Its products are primarily sold in India through a network of independent distributors. In addition, the Company has manufacturing operations across four continents— Middle East, Africa, SAARC and Europe, enabling it to remain close to key markets while leveraging regional expertise, resources and manufacturing capabilities. The Authorised Share Capital of the Transferee Company as on 31.12.2025 [Showing first 8,000 characters — download PDF for full document]