Indo Borax & Chemicals has moved to expand its portfolio through the acquisition of a controlling stake in specialty chemical manufacturer Kronox Lab Sciences Limited. The company’s Board of Directors, meeting on August 20, 2026, approved the execution of a share purchase agreement to acquire 64.26% of Kronox’s equity shares for an aggregate consideration of ₹246.12 crore.

The transaction involves the purchase of 2.38 crore equity shares from Kronox’s promoters—Ketan Vinodchandra Ramani, Pritesh Vinodchandra Ramani, and Jogindersingh Gianchand Jaswal—at a price of ₹103.22 per share. Zenrock Chemicals Private Limited (ZCPL) is participating in the deal as a person acting in concert with Indo Borax.

Deal Structure and Open Offer

As the acquisition grants Indo Borax control and voting rights exceeding 25% of Kronox’s share capital, the transaction triggers a mandatory open offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SAST Regulations).

Indo Borax, along with ZCPL, will make an open offer to public shareholders to acquire up to 95.7 lakh equity shares, representing approximately 25.79% of Kronox’s voting share capital. The offer price for the public shareholders is set at ₹157.27 per equity share, determined in accordance with SAST regulations. The entire consideration for both the private agreement and the open offer will be paid in cash via electronic transfer.

A footnote in the disclosure notes that while the SPA price is ₹103.22, the effective price inclusive of consultancy fees payable by Kronox to the sellers under transition support arrangements is ₹105.87 per share, as calculated under Regulation 8(7) of the SAST Regulations.

Strategic Rationale and Management Commentary

Indo Borax stated that the acquisition aligns with its long-term strategy to diversify its portfolio by investing in sectors demonstrating stability and growth potential. Suresh Kalra, Managing Director and CEO of Indo Borax Chemicals Ltd, described the move as the beginning of a new chapter focused on expansion, diversification, premiumisation, and margin improvement. He noted that Kronox’s rich experience and export presence would strengthen Indo Borax’s offerings and help fortify margins.

Ketan Ramani, Promoter and Director of Kronox Lab Sciences Ltd, thanked stakeholders for their support and highlighted the company's journey from inception to its public listing in 2024. He stated that joining hands with Indo Borax would enable Kronox to accelerate its growth plans, expand its product profile, and explore new avenues. The erstwhile promoters of Kronox Lab Sciences will continue to hold a 9.95% stake and provide transition support post-acquisition.

Target Company Profile

Kronox Lab Sciences Limited is engaged in manufacturing high-purity specialty fine chemicals, including excipients, reagents, buffers, and intermediates, for diversified end-user industries such as pharmaceuticals, nutraceuticals, biotechnology, agrochemicals, and personal care. Based in Vadodara, Gujarat, the target company operates multiple manufacturing units and markets a portfolio of more than 185 products across domestic and export markets.

Kronox reported a turnover of ₹101.22 crore for FY26, showing modest growth from ₹100.19 crore in FY25 and ₹89.86 crore in FY24. The company also reported a profit after tax of approximately ₹28 crore for FY26.

Indo Borax intends to nurture and expand Kronox’s business to maximize value creation for stakeholders. The acquisition is not classified as a related-party transaction, and no promoter or group company holds an interest in the target entity.

The company expects to complete the acquisition within three months of the public announcement. No governmental or regulatory approvals are required for the deal.

Indo Borax & Chemicals Limited has initiated remote e-voting for its postal ballot, allowing shareholders to cast their assent or dissent on proposed resolutions electronically. The voting window opens on Wednesday, August 12, 2026, at 09:00 A.M. and concludes on Thursday, September 10, 2026, at 05:00 P.M., providing investors with a four-week period to participate in the corporate governance process.

The company dispatched the Postal Ballot Notice dated July 29, 2026, along with an Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, exclusively through electronic mode on Tuesday, August 11, 2026. Eligibility to vote is determined by the Register of Members and List of Beneficial Owners maintained by depositories as of Friday, August 7, 2026. Individuals not listed as members on this cut-off date are advised to treat the notice for informational purposes only.

Link Intime India Private Limited (LIIPL) has been engaged to facilitate the e-voting system. The e-voting module will be disabled immediately after the conclusion of the voting period, preventing any further votes. Shareholders who have not registered or updated their email addresses with their Depository Participants are urged to do so promptly to ensure access to future communications and voting facilities.

The Board of Directors appointed Mr. Manish Baldeva, Proprietor of M/s. M Baldeva Associates (Membership No. FCS: 6715) and Partner at M/s. Manish Ghia & Associates, as the Scrutinizer. His role is to ensure the remote e-voting process is conducted fairly and transparently. If approved, the resolutions will be deemed passed on the last date of e-voting, September 10, 2026.

Results of the postal ballot will be declared by the Chairman or an authorized representative within two working days following the conclusion of e-voting. The results, accompanied by the Scrutinizer’s Report, will be published on the company’s website, the Bombay Stock Exchange, the National Stock Exchange of India Limited, and the e-voting agency’s portal. For queries regarding electronic voting, members may contact Mr. Rajiv Ranjan at Link Intime or the Company Secretary at complianceofficer@indoborax.com .

Key Dates and Details

Regulatory Framework

The postal ballot process is conducted in compliance with Sections 108 and 110 of the Companies Act, 2013, Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The procedure also adheres to Secretarial Standard - 2 on General Meetings issued by the Institute of Company Secretaries of India and relevant Ministry of Corporate Affairs circulars, including General Circular No. 03/2025 dated September 22, 2025.