Emami Limited's promoter group has announced a proposed inter-se transfer of equity shares among promoter entities, scheduled to be executed on or after February 26, 2026. The disclosure was made under Regulation 10(5) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, with the announcement submitted to stock exchanges on February 17, 2026.

Proposed Transfer Details

The inter-se transfer involves multiple promoter entities as acquirers and transferors, with the transaction being conducted through off-market transfers by way of gift without any consideration. The aggregate shareholding of the promoter and promoter group will remain unchanged before and after the proposed transfer.

Transferor and Acquirer Details

The proposed transfer involves four transferor entities and ten acquirer entities within the promoter group. The largest individual transfer involves Ms. Avishi Sureka transferring 14,00,000 shares, while the smallest involves Sri Radhe Shyam Goenka transferring 12,000 shares.

Share Transfer Breakdown

Current Shareholding Structure

The disclosure reveals the comprehensive shareholding pattern of the promoter group before and after the proposed transaction. Diwakar Finvest Private Limited and Suraj Finvest Private Limited remain the largest promoter entities with substantial holdings.

Major Promoter Holdings

Regulatory Compliance

The proposed transaction is being undertaken under Regulation 10(1)(a)(ii) of SEBI SAST Regulations, which provides exemption from open offer obligations for inter-se transfers among qualifying promoter entities. The promoter group has maintained compliance with disclosure requirements under Chapter V of the takeover regulations for the past three years, as evidenced by the comprehensive compliance history provided in the disclosure.

Market Impact and Rationale

The inter-se transfer represents a restructuring within the promoter group without affecting the overall promoter shareholding percentage. The transaction is structured as gifts without consideration, indicating family succession or estate planning activities within the promoter group. The 60-day volume weighted average market price of ₹512.96 per share provides the regulatory reference point for the transaction.

Emami Limited presented its comprehensive investor presentation for the Nuvama India Conference 2026 and IIFL's 17th Enterprising India Global Investors' Conference, showcasing strong operational performance and strategic growth initiatives across its diversified portfolio.

Strong FY25 Performance Despite Market Challenges

The company delivered resilient performance in FY25 despite facing higher inflation and subdued rural demand. Emami demonstrated strong cost discipline and agile execution while gaining market share across key categories.

Key brands delivered exceptional growth with Navratna and Dermicool growing by 18%, BoroPlus expanding by 14%, and Zandu Healthcare achieving 12% growth. The company's margin expansion was driven by cost optimization and premiumization strategies, with gross margins improving by 100 basis points and EBIDTA margins expanding by 40 basis points.

Strategic Portfolio Transformation

Emami's core brands have successfully diversified from niche segments into mainstream categories. The company's new age and mainstream portfolio share increased significantly from 7% in FY20 to 20% in FY25 for domestic business.

The company has undertaken significant brand rejuvenations, including relaunching Kesh King as Kesh King Gold with new formulation and positioning, and rebranding Fair & Handsome to Smart & Handsome to expand into the grooming universe worth ₹6,700 crore.

Digital and D2C Growth Momentum

Emami's D2C brands revenue nearly doubled in FY25 compared to FY23, with gross margins improving dramatically from 47.2% in FY23 to 60.2% in FY25. The company's digital transformation includes strategic investments in startups and expansion of organized channel presence.

ZanduCare, the company's digital healthcare ecosystem, has shown impressive growth with approximately 100 digital-first products launched and 3.2x sales growth from FY21 to FY25. The platform has served over 21 lakh cumulative orders and achieved cumulative GMV of approximately ₹120 crore.

International Business Resilience

Despite geopolitical challenges, Emami's international business maintained steady performance with 11% five-year CAGR. The business accounts for 17% of total revenue in FY25, up from 15% in FY20. The company has strategically localized operations with 80% production and sourcing now outside India and 85% of international workforce locally hired.

Strong Q3FY26 Recovery

After facing challenges in H1FY26 due to weak summers, unseasonal rains, and GST transition impacts, Emami delivered strong 11% growth in Q3FY26. The quarter showed robust performance across the portfolio with strong growth in key brands including BoroPlus, Zandu, Mentho Plus Balm, Kesh King Gold, Navratna, Dermicool, Smart and Handsome, and The Man Company.

Financial Strength and Capital Allocation

Emami maintains strong financial health with disciplined capital deployment. From FY21 to 9MFY26, the company distributed ₹2,024 crore in cumulative dividends, conducted ₹663 crore in cumulative buybacks, and invested approximately ₹985 crore in cumulative acquisitions and strategic investments. The company holds over ₹1,000 crore in net cash as of 31st December 2025, reinforcing its ability to fund growth while rewarding shareholders.