Fine Organic Industries Limited has executed share transfer agreements to acquire an 80% equity stake in Oleofine Organics SDN. BHD. The acquisition, completed on September 2, 2026, involves a cash consideration of up to RM 3,42,08,000.

The target entity, incorporated in Malaysia in 1988, operates within the specialty chemicals sector. This business line aligns directly with Fine Organic Industries' core operations and growth strategy. The transaction requires no governmental or regulatory approvals.

Transaction Structure

The acquisition involves purchasing shares from existing shareholders of Oleofine Organics SDN. BHD. A significant portion of the deal constitutes a related-party transaction.

• 50% stake: Acquired from Smoothex Chemicals Private Limited, a promoter group entity of Fine Organic Industries.
• 30% stake: Acquired from other unrelated existing shareholders.

Key promoters of Fine Organic Industries, including Chairman Mukesh Shah, Managing Director Jayen Shah, and CEO Tushar Shah, hold directorships or membership in Smoothex. The company stated that the transaction will be carried out on an arm's length basis.

Financial Profile of Target

Oleofine Organics reported consistent turnover growth over the last three fiscal years ending January 31. The financial data indicates a strengthening revenue base for the acquired entity.

As of January 31, 2026, the net worth of Oleofine Organics stood at RM 3,42,45,075, equivalent to approximately ₹79.65 crore. The paid-up share capital of the target is RM 10,00,000.

What the Numbers Show

The acquisition cost of RM 3,42,08,000 is nearly identical to the target's disclosed net worth of RM 3,42,45,075 as of January 31, 2026. This parity suggests the valuation is anchored closely to the book value of the entity rather than commanding a significant premium for goodwill or future earnings potential. Additionally, the turnover for FY26 represents a notable increase from the previous year's RM 2.29 crore, indicating recent operational scaling prior to the buyout.

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.