Ester Industries has received formal regulatory intimation from Fenton Investments Private Limited regarding the proposed acquisition of 84000 equity shares representing 0.08% voting rights from promoter group member Ayush Vardhan Singhania. The transaction forms part of the dual inter-se transfer arrangements within the promoter group announced on March 18, 2026.

Fenton Investments Acquisition Details

Fenton Investments Private Limited has submitted advance intimation to BSE and NSE exchanges under Regulation 10(5) of SEBI Takeover Regulations for acquiring shares through inter-se transfer:

Pricing and Market Reference

The acquisition price will not exceed 25% above the 60-day volume weighted average market price recorded on NSE, which stands at ₹100.44 per equity share. This pricing mechanism ensures compliance with SEBI regulations while facilitating the promoter group restructuring.

Shareholding Impact Analysis

The transaction will result in changes to individual shareholdings within the promoter group while maintaining overall group strength at 62.71%:

Promoter Group Structure

The broader promoter group includes major stakeholders with Wilemina Finance Corporation holding the largest stake at 49318012 shares (50.54%), followed by MOVI Limited with 7704645 shares (7.90%), and MODI Rubber Limited holding 2629019 shares (2.69%).

Regulatory Compliance Framework

Fenton Investments Private Limited, incorporated as CIN U65990DL1990PTC266241, has confirmed compliance with all SEBI Takeover Regulations requirements. The company has declared adherence to disclosure norms under Chapter V and confirmed that acquisition conditions under Regulation 10(1)(a) have been duly met.

The transaction represents a strategic internal reorganization within Ester Industries' promoter group, facilitating optimal shareholding distribution while maintaining regulatory compliance and overall group control at current levels.

Ester Industries Limited has issued a comprehensive postal ballot notice dated 6th February 2026, seeking shareholder approval for five critical resolutions through remote e-voting. The notice, signed by Company Secretary Poornima Gupta, outlines significant corporate governance and business development initiatives.

Director Re-appointments

The postal ballot includes proposals for re-appointing two key executive directors for three-year terms commencing 1st April 2026. The company seeks approval for Mr. Arvind Singhania's re-appointment as Managing Director, designated as Chairman and CEO, and Mr. Pradeep Kumar Rustagi's re-appointment as Whole-Time Director, designated as Executive Director-Corporate Affairs.

Material Related Party Transactions

The company has proposed three significant related party transaction approvals that exceed the materiality threshold of INR 126.5 crores (10% of annual consolidated turnover).

Transactions with Ester Loop Infinite Technologies Private Limited

Ester Industries seeks approval for transactions worth up to INR 1,463 crores with ELITe, a 50:50 joint venture between the company and Loop Industries Inc. ELITe was incorporated on 22nd July 2024 and became a joint venture on 12th February 2025.

Guarantee Arrangements

The postal ballot includes approval for guarantee arrangements to support the company's credit facilities:

• Wilemina Finance Corporation: Corporate guarantees up to INR 380 crores for the period up to 31st March 2027
• Mr. Arvind Singhania: Personal guarantees up to INR 380 crores for the period up to 31st March 2027

These guarantees are proposed to enable the company to secure banking facilities on competitive terms for business operations and working capital requirements.

Voting Process and Timeline

The remote e-voting will be conducted exclusively through NSDL's platform, with no physical postal ballot forms being distributed. Key dates for the voting process include:

Mr. Akash Jain, Practicing Company Secretary, has been appointed as the Scrutinizer to oversee the postal ballot process. The company has made arrangements for shareholders to register their email addresses with the registrar M/s Mas Services Limited for those holding physical shares, or with their respective Depository Participants for demat holdings.

Financial Context

The explanatory statement reveals the company's recent financial performance, showing revenue from operations of INR 1,07,046.22 lakhs in 2024-25 compared to INR 85,538.87 lakhs in 2023-24. The company reported a profit before tax of INR 5,464.10 lakhs in 2024-25, recovering from a loss of INR 5,728.82 lakhs in the previous year.

The Board of Directors has recommended all five resolutions for shareholder approval, emphasizing their importance for the company's continued growth and operational efficiency. All related parties will abstain from voting on the relevant resolutions as per SEBI Listing Regulations.

Source: Exclusive