Emami has confirmed the execution of a Share Subscription and Purchase Agreement (SSPA) to acquire a 60% stake on a fully diluted basis in IncNut Digital Private Limited, along with its subsidiaries and associates. The Board of Directors approved the transaction on May 7, 2026, and the company subsequently confirmed the SSPA execution in a filing under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The aggregate consideration for the acquisition is up to ₹321 crores, payable in cash. The transaction includes performance-linked adjustments over a 24-month period and is expected to be completed within 30 days, subject to customary closing conditions.

Acquisition Details

The following table summarizes the key parameters of the transaction:

About IncNut Digital

IncNut Digital Private Limited was incorporated on July 4, 2011, in Telangana, and is a Hyderabad-based media and commerce company specializing in personalized beauty, wellness, and personal care. It operates through its wholly-owned subsidiary, IncNut Lifestyle Retail Private Limited, via flagship brands Vedix and SkinKraft. Vedix integrates time-tested Ayurvedic principles with modern data analytics to offer formulations tailored to individual prakriti and lifestyle parameters, while SkinKraft adopts a dermatology-led approach, leveraging clinically validated ingredients to address specific skin and hair concerns. Together, these brands have built strong consumer affinity, high repeat engagement, and a differentiated positioning in the personalized beauty segment. Following the acquisition, both IncNut Digital and its subsidiary will become subsidiaries of Emami Limited.

Financial Performance

The consolidated turnover of IncNut Digital Private Limited over the last three financial years provides insight into its scale:

Strategic Rationale and Management Commentary

This acquisition reinforces Emami's presence across high-growth Beauty and Personal Care (BPC) segments. Emami plans to acquire the remaining stake in IncNut Digital within the next four and a half years in two tranches from the current closing, with the consideration to be determined based on an agreed matrix linked to future performances. The initial 60% stake is also subject to adjustment based on the second year of performance.

Mr. Harsha Vardhan Agarwal, Vice Chairman & MD, Emami Ltd, commented: "This investment represents a strategic step in strengthening our presence in the high-growth beauty and personal care segment. While the broader BPC market continues to expand, meaningful differentiation remains limited, with only a few players offering deeply personalised, outcome-driven solutions. As consumer preferences increasingly shift towards efficacy and customisation, we see personalised beauty as a significant long-term growth opportunity in India and globally. Vedix and SkinKraft will strengthen our Beauty and Personal Care portfolio by adding personalised, science-led offerings across Ayurveda and dermatology. Alongside The Man Company and Brillare, this acquisition strengthens our presence across high-growth BPC segments, aligns with our strategy of building a future-ready, consumer-centric portfolio, and positions us to capture the next phase of consumer demand."

Mr. Chaitanya Nallan, Founder & CEO, IncNut Digital Pvt Ltd, added: "This partnership with Emami represents a key turning point for Vedix and SkinKraft. Leveraging Emami's deep-rooted consumer expertise and strong execution capabilities, we will fast-track innovation, scale our reach significantly, and lead the evolution of the personalised beauty industry."

Emami Limited has issued corporate guarantees totaling ₹17,623.68 lakhs to HDFC Bank Limited, Ambala, for banking facilities availed by its subsidiary and step-down subsidiary companies. The company informed the stock exchanges on May 1, 2026, about this significant financial commitment under SEBI regulations.

Corporate Guarantee Details

The guarantee covers three companies within the Axiom group, with varying amounts based on their banking facility requirements:

Recent Acquisition Context

This corporate guarantee arrangement follows Emami's strategic acquisition move. The company entered into a Share Purchase Agreement on April 1, 2026, to acquire a 73.5% stake in Axiom Ayurveda Pvt. Ltd. from its existing shareholders. As the holding company of these Axiom entities, Emami is required to extend corporate guarantees for their banking facilities.

Regulatory Compliance and Transaction Details

The guarantee issuance complies with SEBI regulations, specifically Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Key aspects of the transaction include:

• The corporate guarantee is issued at arm's length
• Promoter and promoter group companies have no interest in this transaction
• The guarantee will remain valid until complete loan repayment
• All three companies are subsidiary or step-down subsidiary entities of Emami Limited

Financial Impact Assessment

Emami has disclosed that there is no immediate operational impact on the company from these corporate guarantees. However, the total guarantee amount of ₹17,623.68 lakhs constitutes a contingent liability on the company's books. This financial commitment reflects Emami's support for its subsidiary companies' banking relationships and operational requirements.

The company has made the complete disclosure available on its official website at www.emamiltd.in and has fulfilled all regulatory notification requirements to both NSE and BSE. The filing was digitally signed by Ravi Varma, Company Secretary & Compliance Officer.