Castilia Life Sciences LLP has filed a formal disclosure with stock exchanges under SEBI Takeover Code regulations following its conversion from a private limited company structure. The Hikal Limited shareholding of 24.52% has been transferred to the newly formed LLP entity after receiving regulatory approval from the Ministry of Corporate Affairs on 17th February 2026.

SEBI Regulatory Disclosure Filing

The company submitted its disclosure under Regulation 10(6) read with Regulation 10(1)(g) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to both BSE Limited and National Stock Exchange of India Limited on 18th February 2026. The filing was signed by Sugandha Hiremath as Designated Partner of Castilia Life Sciences LLP.

Corporate Conversion Process

The Ministry of Corporate Affairs approved the conversion on 17th February 2026, with the Certificate of Registration facilitating the transfer of all assets and liabilities to Castilia Life Sciences LLP. The conversion resulted in 3,02,31,914 shares of Hikal Limited, representing 24.52% of the company's total voting capital, being vested in the newly formed LLP structure.

Shareholding Structure Impact

The formal disclosure confirms that there is no change in the aggregate shareholding of the promoters and promoter group in Hikal Limited before and after the conversion. The persons acting in concert (PACs) continue to hold 1,27,20,100 shares, representing 10.31% of the total voting capital.

Regulatory Compliance Framework

The transaction qualifies for exemption under Regulation 10(1)(g) of SEBI Takeover Code, which covers conversions of corporate entities. The disclosure filing includes confirmation that no prior disclosure under Regulation 10(5) was required for this type of corporate restructuring. Hikal shares continue to be listed on BSE Limited (Scrip Code: 524735) and National Stock Exchange of India Limited (Symbol: HIKAL).

The conversion represents a strategic corporate restructuring that maintains the existing promoter group shareholding pattern while transitioning to a Limited Liability Partnership structure. All assets, rights, liabilities and interests of the former private limited company have been transferred to the new LLP entity as per the approved conversion process.

Hikal Limited has reported its financial results for the quarter and nine months ended December 31, 2025, demonstrating a clear return to operational profitability. The pharmaceutical and specialty chemicals company held its earnings conference call on February 11, 2026, providing comprehensive insights into its performance and strategic direction.

Financial Performance Overview

The company's consolidated performance for the reporting period reflects steady recovery across business segments:

The finance cost for Q3 FY26 decreased by 17% year-on-year due to lower debt levels and reduced interest rates. The company maintained its debt-equity ratio at 0.58 as of December 31, 2025.

Dividend Declaration and Corporate Actions

Hikal's Board of Directors approved an interim dividend of ₹0.2 per share (10% of face value) at their meeting on February 11, 2026. The company has set February 17, 2026 as the record date for determining shareholder eligibility for the interim dividend payment for FY 2025-26.

Pharmaceutical Segment Recovery

The Pharmaceutical division showed significant improvement with revenue of ₹337 crores and EBIT margin of 12.3% for Q3 FY26. The segment has successfully navigated regulatory challenges, with remediation measures substantially implemented following the U.S. FDA audit.

Key developments in the pharmaceutical business include:

• Supply resumptions progressing as per internal forecasts
• Strengthened quality management systems and processes
• Robust pipeline of niche molecules in oncology, CNS, and gastroenterology
• New high-potency laboratory and R&D centre operational in Pune
• Dual-site validation mandate for critical APIs to mitigate supply chain risks

Crop Protection and Diversification Strategy

The Crop Protection segment recorded revenue of ₹157 crores with an EBIT margin of 3% during the quarter. While facing persistent pricing pressures and structural overcapacity, the company is accelerating its portfolio diversification into specialty chemicals, particularly the Personal Care segment.

Strategic Investments and Future Outlook

Hikal has invested ₹100 crores in capital expenditure during the nine-month period, focusing on debottlenecking, regulatory upgrades, and expanding CDMO capacities. The company expects meaningful revenue from the Personal Care segment to commence in the next fiscal year.

The Animal Health business continues to gain traction with sustained momentum in outsourcing activities. The company maintains a master plan to build this into a ₹500 crores plus business over the next 4-5 years.

Management expressed confidence that the worst challenges of the past three years are behind them, with strengthened operations, enhanced quality systems, and diversified business segments positioning the company for sustainable growth in FY27 and beyond.

Source: Hikal Limited earnings call transcript