Ester Industries: Promoter Group Member Ayush Vardhan Singhania to Acquire 0.90% Stake Through Inter-se Transfer

Ester Industries promoter group member Ayush Vardhan Singhania has submitted an advance intimation to BSE and NSE regarding his proposed acquisition of equity shares through an inter-se transfer. The transaction, scheduled to occur anytime after four working days from March 18, 2026, involves the transfer of 881143 equity shares representing 0.90% of the company's voting rights.

Transaction Details

The share acquisition will be executed through gift transfers from two family members within the promoter group:

Transferor Relationship Shares to be Transferred Percentage of Capital Arvind Singhania Father 756285 0.77% Jai Vardhan Singhania Brother 124858 0.13% Total 881143 0.90%

The transaction is being conducted at no cost since the acquisition is structured as a gift transfer between immediate family members. This inter-se transfer among promoters qualifies for exemption from open offer requirements under Regulation 10(1)(a)(ii) & (iii) of SEBI Takeover Regulations.

Shareholding Impact

The proposed transaction will significantly alter Ayush Vardhan Singhania's individual shareholding while maintaining the overall promoter group stake:

Entity Before Transaction After Transaction Ayush Vardhan Singhania 178033 shares (0.18%) 1059176 shares (1.08%) Arvind Singhania 756285 shares (0.77%) 0 shares (0%) Jai Vardhan Singhania 124858 shares (0.13%) 0 shares (0%)

Promoter Group Holdings

The broader promoter group structure includes several entities with substantial holdings. Key promoter group entities include Wilemina Finance Corporation holding 49318012 shares (50.54%), MOVI Limited with 7704645 shares (7.90%), and MODI Rubber Limited holding 2629019 shares (2.69%). The total promoter group shareholding will remain constant at 61201027 shares, representing 62.71% of the company's paid-up capital.

Regulatory Compliance

Ayush Vardhan Singhania has declared compliance with all applicable disclosure requirements under Chapter V of the SEBI Takeover Regulations. The acquirer confirmed that all conditions specified under Regulation 10(1)(a) regarding exemptions have been duly met. The transaction represents a strategic consolidation of shareholding within the promoter family while maintaining regulatory compliance and transparency standards.

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.

Position Current Term Expiry Proposed New Term Remuneration Range Managing Director (Mr. Arvind Singhania) 31st March 2026 1st April 2026 to 31st March 2029 INR 3.01 crores to INR 5.00 crores per annum Whole-Time Director (Mr. Pradeep Kumar Rustagi) 31st March 2026 1st April 2026 to 31st March 2029 INR 1.37 crores to INR 2.00 crores per annum

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.

Transaction Type Value (INR Crores) Purpose Business Support Services Up to 2 Administrative and operational support Engineering Services Up to 10 Technical and project execution support Investment Up to 200 Maintaining proportionate shareholding Sale of Goods Up to 1 Material supply arrangements Corporate Guarantee Up to 1,250 Supporting credit facilities

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:

Event Date/Time Cut-off Date Friday, 13th February 2026 E-voting Commencement Friday, 20th February 2026 at 9:00 AM IST E-voting Conclusion Saturday, 21st March 2026 at 5:00 PM IST Results Declaration On or before Monday, 23rd March 2026

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

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation. We plan to change that - a technology-led platform built for super traders and long term investors.