ZYDUS WELLNESS LIMITED

Zydus Wellness Limited was incorporated on November 1, 1994 as a public limited company with the name 'Carnation Health Foods Limited'. The Company's name was changed from Carnation Health Foods Limited' to Carnation Nutra-Analogue Foods Limited and thereafter from Carnation Nutra-Analogue Foods Limited to Zydus Wellness Limited on January 5, 2009. Headquartered in Ahmedabad, Zydus Wellness operates as an integrated consumer Company with business encompassing the entire value chain in the development, production, marketing and distribution of health and wellness products. The Company's product portfolio includes popular brands with functional benefits like Glucon D, Complan, Sugar Free, Nycil, Everyuth, Nutralite and Sugarlite. It has five manufacturing operations- one each at Ahmedabad (Gujarat), Aligarh (Uttar Pradesh), Sitarganj (Uttarakhand) and two at Mamring (Sikkim). The company set up a unit to manufacture Low fat, Zero cholesterol Margarine as a Butter substitute and Low fat, Zero Cholesterol Cheese and casienate and milk fat. In December 15, 1996, the company started trial runs in their manufacturing unit and in January 1997, they started commercial production activity. During the year 1997-98, they set up their marketing channel for the State of Gujarat. During the year 2005-06, the company increased the production capacity of Margarine from 3928 MT to 5500 MT. Cadila Healthcare, a listed public limited company acquired 3432138 equity shares through market purchase and open offer. During the year 2006-07, the company launched a variant of Nutralite in retail under the brand 'Nutralite Premium' and increased production capacity of Margarine from 5500 MT to 8500 MT in 2007-08. During the year 2008-09, as per the scheme of arrangement, the consumer products division of Cadila Healthcare Ltd, the holding company was de-merged and transferred to the company with effect from April 1, 2008. During the year, the company increased the production of Nutraceuticals from 8500 tonnes to 14600 tones. They launched a power brand 'Natura Diet Sugar' to bring convenience to the consumer. During the year 2009-10, the equity shares of the company were listed on National Stock Exchange of India Ltd with effect from November 13, 2009. They launched Sugar Free Natura Flavored sachets in Lemon Mint and Ginger Masala flavours to enhance the consumer experience and offer a wider choice to the customers. In September 2010, the company extended their niche product basket with the launch of Sugar Free Mints. During the year 2013-14, both variants of Sugar Free, the aspartame based Sugar Free Gold and sucralose based Sugar Free Natura, continued to lead in their respective segments. In the Facial Mask category, EverYuth launched 3 in 1 Neem Face Pack in FY 2014-15. In the Peel Off segment the Company drove the category single-handedly and expanded the portfolio through the launch of a new 'Fairness Peel Off' with Intelligent Target Delivery Whitening Technology, a first in India. This launch was supported with a new multimedia campaign across TV, print and digital and the initial results have been encouraging. The Company has launched a new and innovative 'Tulsi Turmeric Face Wash' at an attractive consumer price appealing to young women seeking high performance products at affordable prices. In the Nutralite segment, a new variant called Nutralite Yummy' was launched in the retail segment in North India, positioned on the platform of Great Taste at Great Value. This launch was supported through local media and sampling programs as well as in-store activation. In 2014, the skin-cleansing category continued with a slower growth rate, putting pressure on the Everyuth franchise. Everyuth maintained its leadership position in the Mask and Scrub segments by driving integrated campaigns across multiple mediums. During the year, the Company introduced Stevia, a new variant of Sugar Free in limited markets. The Company strengthened its margarine product portfolio by introducing Nutralite with Omega 3 benefits. This has further helped build equity of Nutralite amongst health conscious consumers. Everyuth continues to face stiff competition in the highly competitive Face Wash category. In keeping with its tradition of launching innovative products and formats, the Company launched a 'Sachet pack of EverYuth Tulsi Turmeric face wash', which is a first in India and is intended to provide convenience and better access to the consumer. Capital expenditure during the year 2014-15 was Rs. 31 million. During the year 2015-16, to address the challenges in the Face Wash segment, Everyuth re-launched its Face Wash range with fresh, new and contemporary looking packaging in March 16. This re-launch will be supported by communication across mediums. Focus in 2015-16 was also to further strengthen the Everyuth Tulsi- Turmeric variant in the market. During the year 2015-16, the Company saw stabilization of its revamped distribution system in the later part of the year gone by. The company rolled out distribution expansion program named 'EnReach' during the year, which has resulted into a significant growth in the direct coverage. Through this program, channel wise thrust was provided to strengthen the brand presence across general trade, modern trade and Hotel/Restaurants/Caterers (HORECA) segments. During the FY 2016-17, in the Face Wash segment, Everyuth reported growth revival following the re-launch of the Face Wash range with fresh, new and contemporary looking packaging. During the last quarter of the financial year, the Tulsi Turmeric' Face wash was re-launched with improved product and packaging. The company strengthened the distribution system during the last financial year. The company rolled out a program named 'EnReach 2.0' to drive the next wave of distribution expansion focused on enhancing quality of direct reach. Through this program, a channel-wise thrust helped strengthen brand presence across the general trade, modern trade and Hotel/ Restaurants / Caterers (HORECA) segments. To build the international business, the Company entered new markets like Saudi Arabia, Qatar, Oman and Myanmar. Zydus Wellness reported an improvement in the growth rates of all brands viz. Sugar Free, Everyuth & Nutralite in 2017-18. Its flagship portfolio maintained leadership across respective categories in 2017-18. The Company collaborated with popular news channel NDTV on World Health Day to telecast 'Sugar Free &150; Health For All' program which presented Sugar Free as a safe alternative to sugar. In the Everyuth skin-cleansing category, the company re-launched the Golden glow peel off with new packaging with support from media activities and TV campaign in 2017-18. In the Scrub segment, the company launched Neem Papaya scrub in May 2017 for problem-prone skin, which was backed by a new TV campaign in August 2017. In the Face Wash segment, a new advertising campaign was launched to support the Tulsi Turmeric face wash from May. For Nutralite brand, the company continued to use the digital platform innovatively with digital initiatives like 'Facebook live' (live with Chef Sanjeev Kapoor), 'KhaneMe Twist' campaign and Nutralite healthy recipes campaign on Shilpa Shetty's digital assets. The company launched Nutralite Mayonnaise in three flavors for the retail segment in January 2018. This will be supported with Print, TV; digital and on-ground activation campaigns. During the year under review, Zydus Wellness continued its effort to enhance distribution both in terms of numeric reach as well as depth of products available through the financial year 2017-18. Significant focuses were given to direct distribution of new launches and strategic SKUs (stock keeping units) within the existing portfolio. In an effort to build its international business, the company entered new markets like Tanzania and South Africa and enhanced its portfolio with the launch of Nutralite in Middle East countries like Oman and UAE during FY 2017-18. In 2017-18, Zydus Wellness incurred capital expenditure aggregating Rs 99.6 million. During the year 2019, the company had entered into a Share Purchase Agreement jointly with Cadila Healthcare Limited to acquire 100% shareholding of Heinz India Private Limited, (Heinz). The Company along with its wholly owned entity Zydus Wellness - Sikkim, paid a consideration amount of Rs 4,667.36 Crores (which includes payment towards cash and bank balance of Rs 125 Crores in Heinz and acquired 100% shareholding of Heinz. During the year 2019, the Company has issued and allotted 1,85,92,055 Equity Shares of face value of Rs 10/- each at a price of Rs 1,385/- (including a premium of Rs 1,375/-) per equity share to Threpsi Care LLP, Pioneer Investments Fund, Cadila Healthcare Limited and Zydus Family Trust. The above shares were issued and allotted by way of preferential issue under Chapter VII of Securities and Exchange Board of India (Issue of Securities and Disclosure Requirements) Regulations, 2018 ('SEBI ICDR') on January 29, 2019. During FY 2018-19, the Company incorporated two wholly owned subsidiaries in the name of Liva Nutritions Limited on December 21, 2018 and Liva Investment Limited on December 24, 2018. The Company also invested an amount of Rs 5,00,000/- and Rs 25,00,000/- by subscribing to the Memorandum and Articles of Association of Liva Nutritions Limited and Liva Investment Limited, respectively. In FY 2018-19, the existing group entity M/s. Zydus Wellness, Sikkim (ZWS), a Partnership Firm, which was under the majority control of the Company, was converted into a Public Limited Company in the name of Zydus Nutritions Limited (ZNL) on February 28, 2019 under chapter XXI of the Companies Act, 2013. During the year under review, a Scheme of Amalgamation of Heinz with ZNL was filed with the Hon'ble National Company Law Tribunal; Bench at Ahmedabad and the same was approved on May 10, 2019 and made Effective from May 24, 2019. In view of the same, HIPL got merged into ZNL and ceased to be subsidiary from the Appointed Date i.e. March 1, 2019. During the year 2019, the Company had issued equity shares to Cadila Healthcare Limited and Zydus Family Trust as per the resolutions passed by the shareholders at the Extra Ordinary General Meeting held on January 4, 2019. Pursuant to the definitive agreement entered into by the Company on October 24, 2018 to acquire Heinz India Private Ltd. [HIPL], the Company and its wholly owned entity, M/s. Zydus Wellness - Sikkim [a partnership firm]- have completed the acquisition of HIPL on January 30, 2019. Pursuant to the Scheme of Amalgamation between the two subsidiaries of the Company viz. ZNL and HIPL, sanctioned by the Ahmedabad bench of Hon'able National Company Law Tribunal [NCLT] vide its order dated May 10, 2019 and effective date being May 24, 2019, HIPL merged with ZNL with effect from the appointed date of March 1, 2019. In 2018-19, Zydus Wellness incurred a capital expenditure aggregating Rs 40.3 million. As on 31 March 2020,the Company has four wholly owned subsidiary companies namely Zydus Wellness Products Limited (formely known as Zydus Nutritions Limited), Liva Nutritions Limited, Liva Investment Limited and Zydus Wellness International DMCC (Dubai). During the year under review, the name of Zydus Nutritions Limited was changed to Zydus Wellness Products Limited w.e.f June 4, 2019. Zydus Wellness International DMCC (Dubai) was incorporated during the year on May 28, 2019. The ministry of Home Affairs vide order No.40-3/2020 dated March 24, 2020, notified first ever nationwide lockdown in India to contain the outbreak of Covid Pandemic. As a result, our operations were completely shut down during initial days of the Lockdown. However as stated before, operations are gradually moving towards near normalcy now and are in relatively better shape compared to what they were during the last week of March 20 and major part of April 20. The Company has issued and allotted 21,22,000 and 38,46,000 Equity Shares of Rs 10 each to Promotors group and Qualified Institutional Placement on September 19, 2020 and September 28, 2020 at an issue price of Rs 1649 and Rs 1690 per Equty share respectively (induding premium of Rs 1639 and Rs 1680 per Equity Shares). 11 new products were launched in FY 2020-21 despite the pandemic induced setbacks. The Company launched Glucon-D ImmunoVolt and Immuno Fizz fortified with Vitamin C to boost the immunity for kids, which was supported with TV & digital media activities. In FY'21-22, it relaunched Complan with pack design, enhanced proposition and improved taste. It launched Nutralite Professional Range & Everyuth New Body Lotion Range. Nutralite DoodhShakti Professional Pure Ghee & Butter was launched in Mar'22 to expand its presence in the institutional channel. Nutralite DoodhShakti dairy portfolio, which was impacted immediately after launch due to Cov id second wave, had started getting traction in second half of the year and was well supported with TV, Print and Digital campaigns. It launched Sugar Free D'Lite Cookies, Sugar Free D'Lite Chocolate Spread in the international markets. The Company expanded international footprint by entering new geographies as Hongkong, Lebanon, Zimbabwe, Muscat, Ethiopia, and Australia during 2021-22. It incorporated a new company in the name of Zydus Wellness (BD) Pvt Limited, as a wholly owned subsidiary company in Bangladesh. In FY'21-22, the Company inaugurated a new R&D set up in Ahmedabad as well. During 2022-23, the Company launched new variants like Mango - in flavour and Kachha Mango - for Immunovolts. It launched new variant 'Mango blast' in Glucon-D and re-launched Nycil Body mist. It launched Ready-to-Drink product, Glucon-D Activors in FY24.