SH Kelkar & Company has filed a disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, reporting a share transfer within its promoter group. The transaction involves Milena Kedar Vaze as the transferee and acquirer, who belongs to the promoter group alongside multiple other entities and individuals.

Transaction Details

Milena Kedar Vaze has acquired 10,00,000 equity shares (0.72%) from a promoter group member through an off-market transfer. The share transfer represents an inter-se transaction between promoter group members, specifically between spouses. The following table summarizes the key transaction parameters:

Shareholding Pattern Changes

Prior to this transaction, Milena Kedar Vaze held no shares in SH Kelkar & Company. The acquisition has resulted in the following shareholding structure:

Post-transaction, other promoter group members hold a 54.15% stake in SH Kelkar & Company. The promoter group includes numerous entities and individuals such as Ramesh Vaze, Prabha Vaze, Kedar Vaze, various family trusts, and multiple private limited companies including Keva Constructions Private Limited, SKK Industries Private Limited, and several other related entities.

Share Capital Structure

SH Kelkar & Company's total share capital remains unchanged at 13,84,20,801 equity shares of ₹10.00 each both before and after the transaction. The company's shares are listed on both the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited.

Encumbrance Details

The disclosure notes that 43,00,000 equity shares held by the promoter group, representing 3.11% of the paid-up share capital, continue to remain under encumbrance through pledge arrangements. No changes have been reported regarding these encumbered shares in this particular disclosure.

Regulatory Compliance

The transaction was completed on December 23, and the disclosure was filed in compliance with SEBI regulations governing substantial acquisitions and takeovers. The transfer represents a gift transaction between family members within the existing promoter group structure, maintaining the overall promoter group's control over the company while redistributing shareholding among group members.

SH Kelkar & Company , a leading fragrance and flavor solutions provider, reported a 12% year-on-year consolidated revenue growth for the first half of fiscal year 2026 (H1 FY26). The company's performance was driven by steady demand across core categories, despite facing margin pressures due to significant investments in new initiatives.

Financial Highlights

• Consolidated revenue growth: 12% year-on-year in H1 FY26
• EBITDA margin: 11-12% (adjusted EBITDA margin at 14.5%)
• New initiative investments: Rs. 32.00 crore in H1 FY26
• Additional insurance costs: Rs. 7.00 crore in H1 FY26

Business Performance

The company's Fragrance business maintained its growth momentum, supported by stronger relationships with small and mid-sized clients. The Flavour division delivered healthy performance across both domestic and export markets. However, the European Fragrance business experienced a softer environment, resulting in muted sales for the first half.

Investments and Expansion

SH Kelkar has made significant investments in new creative development centers across India, Europe, and the United States. These investments, totaling Rs. 32.00 crore in H1 FY26, are part of the company's strategy to strengthen its global presence and prepare for future growth opportunities.

Margin Pressure and Future Outlook

The company's EBITDA margins were under pressure due to the substantial investments in new initiatives. However, management expects margins to improve in the second half of FY26 as raw material costs decline and new factory operations commence. The adjusted EBITDA margin stood at 14.5% compared to 14.4% in H2 FY25.

Kedar Vaze, Whole-Time Director and Group CEO, commented on the results: "We remain focused towards our long-term vision of emerging as a globally recognized leader in Fragrances and Flavour solutions. Our sustained focus on R&D and innovation will continue to enable us to create differentiated products and technologies, many of which are being developed for the first time in the world."

Future Expectations

• The company expects margins to improve in H2 FY26, with Q4 potentially showing more improvement than Q3.
• Management anticipates reaching EBITDA margins of 18% within the next 2-3 years.
• The new factory in India is expected to start operations in Q4 FY26, which should help address capacity bottlenecks and improve cost efficiency.
• SH Kelkar aims for a 15% year-on-year revenue growth over the next 3-4 years.

While the company faces short-term challenges due to its expansion and investment strategy, management remains confident in the long-term benefits of these initiatives. Investors will be closely watching how quickly these investments translate into improved financial performance and market share gains in the coming quarters.