Fine Organic Industries Ltd

Fine Organic Industries Ltd — Trading Window closed from October 1, 2026 till the declaration of unaudited financial results for the quarter and half year ending September 30, 2026 and 48 hours thereafter

Transaction overview

• Inter-se transfer among promoter group under Reg 10(7) due to partition of Jayen R Shah HUF.
• Acquirer: Jayen Ramesh Shah; Seller: Jayen R Shah HUF (Karta).
• Date: Sept 7, 2026; Shares: 3,06,978; 1% of TC; Price: Nil.
• Pre: Acquirer 49,16,366 (16.04%); Post: 52,23,344 (17.04%). Seller: 3,06,978 (1.00%) to 0.
• Total promoter group holding remains 75.00% before and after.

Regulatory compliance

• Regulation 10(7) filing dated Sept 21, 2026; Regulation 10(5) Aug 27, 2026; Regulation 10(6) Sept 8, 2026.
• Fees paid: Rs 1,77,000; exemption under 10(1)(a)(ii) satisfied.
• Off-market inter-se transfer within promoter group; Annexures attached.

Governance impact

• Promoter group status unchanged; transfer within promoter group; no overall control change.

Special context

• Partition of HUF drives the inter-se transfer.

Target background

• Target: Fine Organic Industries (SEZ) Private Limited is a wholly owned subsidiary.
• Incorporated in India on Oct 10, 2023.
• Not yet commenced operations; no turnover history; net worth INR 90.29 crore (Mar 31, 2026).
• Industry: Specialty chemicals; country: India.

Investment details

• Subscribed to 5,50,00,000 NCCPRPS of INR 10 each, totaling INR 55 crore, cash.
• No change in parent shareholding; WOS remains wholly owned.
• Related party transaction; promoter group has no interest.
• Purpose: to support WOS in setting up the manufacturing unit.
• Regulatory approvals not applicable; completion timeline not specified.
• Cost of acquisition: INR 55 crore.
• Shareholding unchanged; 100% ownership preserved.

Meeting Details

• Date and time: September 29, 2026, 2:00 pm to 5:00 pm.
• Type and mode: One-on-One / Group Investor Conference; in-person.

Participants

• Company officials to attend; specific roles not disclosed.

Purpose

• Purpose: discussions based on publicly available information with investors.

Additional Notes

• Investor Presentation August 2026 uploaded on company website and stock exchanges.
• No UPSI is intended to be discussed.
• Changes may occur due to host or company exigencies.

Meeting Details

• Date and time: September 21, 2026, 10:00 am–4:00 pm
• Nature: Investor Conference; one-on-one and group meetings
• Organised by: Anand Rathi Conference
• Mode: In-person

Participants

• Company officials to attend the investor conference.

Purpose

• Purpose: investor interaction based on publicly available information.

Additional Notes

• Investor Presentation August 2026 uploaded on company website and stock exchanges.
• No unpublished price-sensitive information will be discussed.

OFM acquisition details

• OFM is a Malaysia-based specialty chemicals company.
• Acquired 80% equity stake for RM 34,208,000 (INR 80.17 crore).
• Paid-up capital RM 1,000,000; FY2026 turnover RM 23,287,742.
• Incorporated August 19, 1988; operates in Malaysia.
• Related party: 50% OFM shares acquired from Smoothex Chemicals (promoter group).
• Acquisition conducted on an arm's length basis.
• Strategic rationale: aligns with growth strategy; OFM within main line.
• Regulatory approvals none.
• Completion date: 9 September 2026.
• Form of consideration: cash.
• Cost of acquisition: RM 34,208,000; INR 80.17 crore.
• Shareholding acquired: 80% equity stake; 50% from Smoothex, 30% from others.
• Background: OFM, Malaysia-based specialty chemicals firm; incorporated 1988.
• Last three years turnover: RM 27.62m (2024), RM 22.93m (2025), RM 23.29m (2026).

FOIT subsidiary outcome

• FOIT is Fine Organic Industries (Thailand) Co., Ltd., Thailand-based specialty chemicals entity.
• FOIT turnover: THB 101,172,263 in FY2025.
• Incorporated May 31, 2021.
• Paid-up capital THB 150,000,000.
• Post OFM acquisition, aggregate direct/indirect FOIT control ~53%.
• FOIT becomes subsidiary of the group from Sep 9, 2026.
• No separate regulatory approvals required.
• Background: Thailand-based specialty chemicals JV.

Transaction details

• Nature: inter-se transfer within promoter group due to HUF partition
• Exemption: Regulation 10(1)(a)(ii) for inter se transfers
• Acquirer: promoter individual within promoter group
• Transferor: promoter HUF exiting promoter group
• Shares transferred: 306,978 shares (1% of diluted share capital)
• Method: off-market transfer under partition of HUF
• Consideration: Nil
• Pre-holding: Acquirer 16.04%; Transferor 1.00%; Total promoter 75.00%
• Post-holding: Acquirer 17.04%; Transferor 0.00%; Total promoter 75.00%
• Promoter structure: HUF exits promoter group
• Total promoter stake remains 75% pre and post

Transaction details

• Nature: Inter se transfer within Promoter group due to partition of HUF.
• Exemption: Regulation 10(1)(a)(ii) for inter se promoter transfers.
• Acquirer: Promoter; pre-transaction 16.04%, post-transaction 17.04% of TC.
• Transferor: Promoter-HUF; pre-transaction 1.00%, post-transaction 0.00%.
• Shares transferred: 3,06,978 equity shares, 1% of diluted share capital.
• Consideration: Nil (off-market inter se transfer among promoters).
• Public shareholding unaffected; control of TC not altered.
• Total promoter shareholding unchanged at 75% pre and post.

Acquisition overview

• Target: Oleofine Organics SDN. BHD., Malaysia; specialty chemicals.
• Turnover FY ended Jan 31, 2026: RM 23,287,742; net worth RM 34,245,075.
• Paid-up capital: RM 1,000,000.
• Transaction: 80% equity stake; 50% from Smoothex, 30% from other shareholders.
• Related party: Yes; Smoothex promoter group; arm's length transaction.
• Industry: Specialty chemicals.
• Rationale: aligns with Fine Organic's growth strategy; OFM within main line.
• Regulatory: No approvals required.
• Execution date: September 2, 2026.
• Completion: upon fulfilment of conditions precedent under STA.
• Consideration: cash; up to RM 3.42 million plus transaction costs.
• Background: OFM incorporated August 19, 1988; presence in Malaysia; turnover RM 23,287,742.