Fine Organic Industries promoter Jayen Ramesh Shah has disclosed an inter-se transfer of 3,06,978 equity shares, representing 1.00% of the company’s paid-up capital. The off-market transaction involves the acquisition of shares from Jayen R Shah HUF, where Shah serves as the karta.

The transfer is executed pursuant to the partition of the Hindu Undivided Family (HUF). Under Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the transaction is exempt from making an open offer as it qualifies under Regulation 10(1)(a)(ii). This exemption applies to inter-se transfers among qualifying persons who have been part of the promoter group for at least three years.

Transaction Details

The proposed acquisition is scheduled to take place on or after September 3, 2026, which is four working days after the date of this disclosure. The consideration for the transfer is nil, reflecting its nature as an internal restructuring within the promoter group rather than a market-based purchase.

Promoter Group Holding

The aggregate holding of the promoter and promoter group remains unchanged at 75.00% following the transaction. While the individual holding of Jayen Ramesh Shah increases from 16.04% to 17.04%, the HUF’s holding drops from 1.00% to zero. The holdings of other promoter group members, including Mukesh Maganlal Shah (6.59%) and Tushar Ramesh Shah (16.60%), remain unaffected.

What the Numbers Show

The transaction consolidates individual promoter ownership without altering the group’s control structure. The volume-weighted average price (VWAP) for the stock over the preceding 60 trading days was ₹5,018.31 on NSE and ₹5,014.94 on BSE, providing a market reference point for the nil-consideration transfer.

Fine Organic Industries Limited shareholders approved the company’s financial results for FY26 and a final dividend of ₹11 per equity share during its twenty-fourth annual general meeting held on August 18, 2026. The meeting, conducted via video conferencing, saw participation from 59 members representing promoters and public shareholders.

The voting results reveal a clear divergence in shareholder sentiment regarding management compensation versus operational outcomes. While resolutions concerning the adoption of financial statements and the dividend declaration passed with near-unanimous support, special resolutions to revise the remuneration of Chairman Mukesh Shah, Managing Director Jayen Shah, and CEO Tushar Shah faced measurable opposition from public institutional investors.

Financial Performance

The company reported a total net revenue of ₹2,365 crore and a profit after tax (PAT) of ₹417 crore for the financial year ended March 31, 2026. The firm delivered an EBITDA of ₹483 crore, translating to an EBITDA margin of 20%.

What the Numbers Show

The company maintained a healthy spread between operating profit and net profit. With an EBITDA of ₹483 crore and a PAT of ₹417 crore, the difference of ₹66 crore represents interest, tax, and other expenses. This indicates that non-operating costs accounted for approximately 13.7% of the operating profit, suggesting a lean cost structure relative to earnings before interest and taxes.

Voting Results Analysis

A total of 83,832 shareholders were on record as of August 11, 2026. Votes were polled from 2,74,64,142 shares, representing 89.58% of outstanding shares. Promoter and promoter group shareholders voted in favor of all resolutions, casting 2,29,94,482 votes (99.99% of their holding) with zero votes against any agenda item.

Dissent was concentrated among public institutional investors on remuneration-related special resolutions:

• Remuneration Revisions: Resolutions to revise remuneration for Mukesh Shah, Jayen Shah, and Tushar Shah received approximately 20.97%, 20.97%, and 23.53% of votes against from public institutions, respectively. These resolutions still passed overall due to strong promoter backing, with total votes in favor ranging between 96.17% and 96.59%.
• Financial Statements & Dividend: The adoption of standalone and consolidated financial statements, as well as the dividend declaration, saw negligible opposition, with less than 0.01% of total votes cast against.
• Director Appointments: The appointment of Mr. Nikhil Kamat as a director liable to retire by rotation received 99.91% support, while the appointment of Mr. Shailendra Nadkarni as an independent director received 99.79% support.

Global Expansion Initiatives

Fine Organic Industries advanced its global manufacturing footprint during the year. The company incorporated a wholly owned subsidiary in the United States to establish a manufacturing facility in Jonesville, Union County, South Carolina. It infused equity of USD 1.12 million into the subsidiary and acquired approximately 160 acres of land. All necessary approvals for the project have been received, and discussions with contractors are underway.

Additionally, the company incorporated Fine Organics FZE in Dubai to strengthen its presence in the GCC and neighboring markets. In India, the company continued investing in Fine Organic Industries (SEZ) Private Limited for the upcoming JNPA SEZ manufacturing project. Total funds infused in this subsidiary amount to ₹342.5 crore, comprising a mix of equity and debt. Commercial production at the JNPA facility is expected to commence sometime during FY28.

AGM Proceedings

Key resolutions approved included:

• Adoption of standalone and consolidated financial statements for FY26.
• Appointment of Mr. Nikhil Kamat as a director liable to retire by rotation.
• Appointment of Mr. Shailendra Nadkarni as a non-executive independent director.
• Revision in remuneration for Chairman Mukesh Shah, Managing Director Jayen Shah, CEO Tushar Shah, Whole Time Director Bimal Shah, and Whole Time Director Nikhil Kamat.

Ms. Pratima Umarji ceased to be an independent director effective November 3, 2025, due to health concerns. The statutory auditors, M/s. CNK & Associates LLP, issued an unqualified report for the financial year. The scrutinizer for the e-voting process was Mr. Kartik Shah of KS & Associates.