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

Ester Industries Limited has submitted its quarterly monitoring agency report for the preferential issue of warrants for the quarter ended December 31, 2025. The report, mandated under Regulation 32(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, provides insights into the utilization of proceeds from the company's Rs 174.99 crore preferential issue.

Issue Details and Structure

The preferential issue was conducted between November 5, 2024, and November 12, 2024, involving convertible warrants. CRISIL Ratings Limited serves as the monitoring agency for tracking the utilization of proceeds from this issue.

Fund Utilization Progress

During the quarter ended December 31, 2025, the company utilized Rs 8.50 crore for its stated objectives. The primary use of funds has been investment in the joint venture company Ester Loop Infinite Technologies Private Limited through equity and unsecured loans.

Deployment of Unutilized Proceeds

The company has prudently deployed Rs 60.45 crore of unutilized proceeds in fixed deposits with Bank of India, earning competitive returns. The remaining funds are strategically placed across multiple fixed deposits with varying maturity periods.

The fixed deposits have generated earnings of Rs 0.48 crore during the reporting period, with returns ranging from 5.50% to 6.35% across different deposit tenures.

Key Concerns and Market Dynamics

A significant concern highlighted in the monitoring report relates to the warrant conversion prospects. The warrants were issued at an exercise price of Rs 158 per share, while the current market price stands at Rs 96.99 as of February 2, 2026. This substantial difference may impact the willingness of warrant holders to convert their warrants into equity shares.

The warrant holders have until May 13, 2026, to exercise their conversion rights, representing 18 months from the allotment date. Out of the total issue proceeds of Rs 174.99 crore, Rs 89.24 crore remains to be received and will only be payable upon warrant conversion.

Compliance and Monitoring Framework

The monitoring report confirms that all utilization has been in accordance with the disclosures made in the offer document. No deviations from the stated objects have been observed, and no material changes in the means of finance have occurred. The company continues to maintain transparency through peer-reviewed independent chartered accountant certificates and management undertakings.

The report demonstrates Ester Industries' systematic approach to fund deployment while highlighting the market-related challenges that may affect the complete realization of the preferential issue proceeds.