In a regulatory disclosure dated 2nd May 2025, MOVI Limited, a Mauritius-based entity, has informed both the National Stock Exchange of India Limited (NSE) and BSE Limited of a significant acquisition of equity shares in Ester Industries Limited. This acquisition was undertaken in compliance with Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, commonly known as SEBI SAST Regulations.

Overview of the Acquisition

MOVI Limited, along with its Persons Acting in Concert (PACs)—which include Arvind Singhania, Uma Devi Singhania, Ayush Vardhan Singhania, Jai Vardhan Singhania, Fenton Investments Private Limited, Modi Rubber Limited, and Wilemina Finance Corp—has acquired 25,31,645 equity shares of Ester Industries. These shares were allotted upon the conversion of fully convertible warrants on April 30, 2025.

The acquisition falls under a promoter group transaction, which increased the promoter shareholding in Ester Industries from an earlier total of 62.41% to 62.73% on a post-acquisition share capital basis.

Detailed Shareholding Pattern

Before the acquisition:

• MOVI Limited held 32,97,000 shares (3.51%).

• PACs held 5,53,86,068 shares (58.90%).

• Total promoter holding was 6,50,12,181 shares (62.41%).

After the acquisition of 25,31,645 shares:

• MOVI Limited’s shareholding increased to 58,28,645 shares (5.97%).

• PACs maintained their shareholding at 5,53,86,068 shares (56.76%).

• Total promoter group shareholding became 6,50,12,181 shares, now accounting for 62.73% of total voting capital.

The equity share capital of Ester Industries increased from ₹47.02 crore to ₹48.79 crore, with the total voting share capital now standing at ₹52.55 crore, comprising 10,51,17,830 equity shares of ₹5 each.

Nature of the Acquisition

The acquisition was carried out via conversion of fully convertible warrants. No open market purchases or preferential allotments outside the warrant mechanism were involved. The warrants were likely issued earlier as part of a capital-raising plan, allowing the promoters to infuse equity upon conversion.

These types of instruments provide flexibility to companies and investors, enabling promoters to increase stake without immediate dilution, but still committing to a future equity investment. The SEBI SAST regulations mandate disclosure under Regulation 29(1) when such warrant conversions result in a substantial change in shareholding.

Regulatory Compliance

The disclosure was duly submitted to both NSE and BSE and also copied to Ester Industries Limited’s registered office in Khatima, Uttarakhand. As part of the regulatory filing:

• The PAN numbers of all acquirers and PACs were disclosed.

• The acquisition was categorized as within the promoter group.

• There was no encumbrance or voting rights outside shareholding involved.

This compliant and transparent disclosure ensures adherence to the regulatory oversight of public listed companies, thereby protecting investor interests and market integrity.

Company Background: MOVI Limited and PACs

MOVI Limited, registered in Ebene, Mauritius, is part of a broader financial and business conglomerate with linkages to the Singhania family. The PACs named in the disclosure are primarily part of the promoter family and affiliated entities, including investment firms like Fenton Investments and Wilemina Finance Corp.

Modi Rubber Limited, also acting as a PAC, is a well-established business house in India and has been involved in multiple industrial segments. The joint holding of all these entities solidifies the control and management interest of the promoter group in Ester Industries.

Ester Industries: A Brief Profile

Ester Industries Limited is a prominent Indian chemical and polyester film manufacturing company. Known for its product innovation and global exports, the company has grown to be a key supplier to sectors like packaging, electrical insulation, and industrial coatings. Its consistent performance and strategic investments in backward integration and capacity expansion have made it an attractive proposition for long-term investors.

The company's head office is located at Sohan Nagar, P.O. Charubeta, Uttam Singh Nagar District, Khatima, Uttarakhand. Listed on both NSE and BSE, the company has a diversified shareholder base, with the promoter group playing a significant role in its governance and strategic direction.

Impact of the Acquisition

This recent acquisition by the promoter group:

• Reinforces promoter confidence in the company.

• Improves promoter holding, which could be seen as a positive signal to the market.

• May influence institutional and retail investor sentiment.

• Ensures long-term commitment of the promoters toward the company’s operational and financial objectives.

The strategic timing of the warrant conversion could also indicate that the company anticipates improved financials or upcoming expansion plans, for which a stronger promoter holding may be beneficial.

Conclusion

The acquisition of 25.31 lakh shares by MOVI Limited and its PACs, through warrant conversion, is a strategic and regulatory-compliant move that strengthens the promoter grip on Ester Industries Limited. This transaction, effective from April 30, 2025, aligns with the broader market regulations set by SEBI and reflects confidence in the future trajectory of the target company.

As of now, there is no mention of an open offer or further acquisition plans, but the updated shareholding pattern has been disclosed for transparency. Investors and analysts will be closely watching subsequent quarterly performance and any forward-looking statements from the company for further clarity.

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