Keva Constructions Private Limited, a promoter group member of SH Kelkar and Company Limited , has pledged additional shares to address margin requirements with its lender. The company filed a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, detailing the pledge transaction executed on March 23, 2026.

Additional Share Pledge Details

The transaction involves pledging additional shares with Infina Finance Private Limited to meet margin shortfall requirements. The pledge was necessitated due to declining market prices of SH Kelkar shares, requiring additional collateral to maintain adequate margin coverage.

Updated Shareholding Position

Following the additional pledge, Keva Constructions' total encumbered shareholding in SH Kelkar has increased significantly. The company's updated position reflects the cumulative impact of both previous and current pledge transactions.

Regulatory Compliance

The disclosure was filed with both BSE Limited and National Stock Exchange of India Limited, where SH Kelkar shares are listed. Keva Constructions Private Limited operates as part of an extensive promoter group that includes multiple family members and related entities.

The promoter group encompasses various individuals and companies, including Ramesh Vaze, Kedar Vaze, family trusts, and multiple private limited companies across different business verticals. The pledge arrangement serves to secure existing credit facilities that Keva Constructions has availed from Infina Finance Private Limited.

Background Context

SH Kelkar and Company Limited maintains an equity share capital of 13,84,20,801 shares with a face value of ₹10 each. The additional pledge represents a strategic financial arrangement to maintain compliance with lender requirements amid market volatility affecting share valuations.

SH Kelkar and Company Limited announced that its Board of Directors has approved the sale of the company's entire 17% equity stake in CFF Keva Italy S.p.A. to Keva Italy Srl for up to Euro 12.5 million. The decision was taken at a board meeting held on March 13, 2026, as part of a strategic move to streamline the group's European operations structure.

Transaction Overview

The sale involves transferring SH Kelkar's direct 17% shareholding in CFF Keva Italy S.p.A. to Keva Italy Srl, which currently holds the remaining 83% stake in CFF. Upon completion of this transaction, Keva Italy's ownership in CFF will increase from 83% to 100%, making CFF a wholly owned subsidiary of Keva Italy.

Strategic Rationale

The transaction is being undertaken to streamline the Keva Group structure by ensuring that all European Group Companies are fully owned through Keva Europe BV, a wholly owned subsidiary of the company. This restructuring will create a more efficient ownership hierarchy, with CFF becoming a wholly owned subsidiary of Keva Italy, which in turn is owned by Keva Europe BV and ultimately by SH Kelkar and Company Limited.

Financial Impact and Performance

CFF Keva Italy S.p.A. has been a significant contributor to the group's consolidated financials. The subsidiary's financial contribution demonstrates its importance to the overall business operations.

Related Party Transaction Details

The transaction qualifies as a related party transaction under SEBI regulations, as Keva Italy Srl is a wholly owned subsidiary of Keva Europe BV, which is in turn wholly owned by SH Kelkar and Company Limited. The company has confirmed that the transaction will be conducted on an arm's length basis, ensuring compliance with regulatory requirements.

Keva Italy Srl was incorporated on November 22, 2019, as part of Keva's international business strategy to expand its European operations. The subsidiary does not belong to the promoter or promoter group companies, apart from its ownership structure within the Keva Group.

Regulatory Compliance

The announcement was made in compliance with Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions read with Schedule III. The board meeting commenced at 4:15 p.m. and concluded at 5:34 p.m. on March 13, 2026. The company has also uploaded this information on its website at www.keva.co.in for public access.

The disclosure follows the requirements under SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, with detailed annexure providing comprehensive transaction information to stock exchanges BSE Limited and National Stock Exchange of India Limited.