Mumbai | The Gautam Singhania-led Raymond Group on Thursday announced its exit from the consumer care business by selling condom brands KamaSutra and Premium and deodorant brands Park Avenue and DS to the Godrej Group for Rs 2,825 crore in an all-cash deal.

However, the Raymond group will continue to manufacture these brands, sell them to B2B consumers and export. This means that Raymond will contract-manufacture and sell these brands to Godrej Consumer Care. It also means the exit is only from the consumer facing side of this business in the domestic market.

Its condom plant is in Aurangabad, Maharashtra, while it sources the deos from contract manufacturers.

The Raymond Group also announced the demerger of its consumer facing/lifestyle businesses into Raymond Consumer Care (RCCL), which will, upon merger, get listed. Raymond shareholders will get four shares of the RCCL for every five shares they hold.

The group expects the demerger process to be completed over the next 15 months.

Group chairman and managing director Singhania, who owns 49 per cent in RCCL, said, he will not take a single penny from the sale but the entire proceeds will go into the company (RCCL). A portion of the money will be used to completely repay the net debt of the group, which as of December 2022 stood at Rs 920 crore, and gross debt of Rs 2,000 crore.

"In 2019, I infused Rs 350 crore into the company (real estate arm) when we sold a portion of our land. In the similar manner more than Rs 1,000 crore from this sale will go into RCCL, which has been a debt free entity all through, only, and the rest of the proceeds will be sued to make the group debt-free and the balance will be used for other business purposes, taking the promoter's equity infusion to Rs 1,400 crore," Singhania said.

Post demerger, the group will have two independent net debt-free listed entities for lifestyle, which will be under RCCL, and real estate businesses which will be under Raymond, already a listed entity, he said.

Raymond will now be a pure-play realty business entity along with investments in engineering (JK Files, which is the world's largest files maker) and denim businesses, he added.

In a separate statement, Godrej Consumer Products (GCPL) said with this acquisition the company is entering the deodorants and sexual wellness categories.

The Godrej Group expects the all-cash deal, through a slump sale route, to be completed by May 10, 2023.

Godrej said these four brands — the condom brands KamaSutra and Premium, and the deodorant brands Park Avenue and DS -- through a slump sale, had revenue of Rs 411 crore in FY21, Rs 522 crore in FY22 and Rs 622 crore in FY23, valuing the deal almost five times the revenue.

Sudhir Sitapati, managing director and chief executive of GCPL, said this acquisition "allows us to complement our business portfolio and growth strategy with under-penetrated categories that offer a long runway of growth".

The deodorants and sexual wellness categories have the potential to deliver double-digit multi-decade growth given the low per capita consumption compared to similar emerging markets.

Per-capita consumption of deodorants is 0.4x that of Indonesia, 0.05x of that in Brazil and 0.04x that in the US, he said.

Singhania said the demerger will facilitate focused investor opportunities and better access to capital with a clear strategy and specialisation for sustainable growth and profitability for both lifestyle and real estate business.

Describing the exit and demerger as value creation, Singhania said, "in line with our commitment for creating shareholder value, we have taken an affirmative action by demerging our lifestyle business that will be a separate listed entity with zero net debt." "At Raymond Group, the realty business will also be the listed entity through Raymond Ltd. At promoter level, we continue to remain committed, and the efforts have been demonstrated by infusing funds generated from monetisation of assets," Singhania said.

Amit Agarwal, the group chief financial officer, said the swap ratio was finalised by KPMG and BDO along with a fairness opinion issued by ICICI Securities.

InCredMAPE, the investment banking arm of InCred Group, said it has acted as the exclusive M&A advisor on the landmark transaction in the consumer sector involving Godrej Consumer Care and Raymond Consumer Care's FMCG business.

Bhupinder Singh, Group CEO of InCred Group, said, "This is a landmark event in the consumer sector with some of India's best-known brands from the Raymond's stable now entering new stewardship at Godrej in an exciting journey. We at InCred are privileged to have advised on this strategic transaction." The lifestyle business consists of suiting business with manufacturing plants, B2C shirting and MTM businesses, branded apparel with its portfolio of brands and subsidiaries including garmenting business with manufacturing facilities and B2B shirting business with manufacturing plants will be demerged into RCCL.

Raymond is the largest integrated worsted suiting manufacturer that offers end-to-end solutions for fabrics and garmenting. Its brands portfolio include Raymond Ready to Wear, Park Avenue, ColorPlus, Parx, Raymond Made to Measure, and Ethnix by Raymond, amongst others.

Raymond has one of the largest exclusive retail networks with around 1,400 stores across 600 towns.

The group has presence in engineering space engaged in precision engineered products.

Raymond made a foray into realty sector through the launch of its maiden project TenX spread across 14 acres housing 3,100 residential units and has recently launched a premium residential project –- The Address by GS -- in Thane which has a revenue potential of around Rs 5,000 crore.

On the long pending IPO plans for JK Files, Singhania said the plan is on hold due to the poor market conditions.