Indo borax & chemicals Limited has received the recommendation from its Independent Directors Committee (IDC) regarding the open offer made by Zenrock Chemicals Private Limited and its persons acting in concert. The committee has deemed the offer price of ₹256.30 per equity share as fair and reasonable under applicable SEBI regulations.

Open Offer Details

The open offer targets the acquisition of up to 83,43,400 fully paid-up equity shares of face value ₹1.00 each, representing 26.00% of the voting share capital from public shareholders. The acquiring entities include Zenrock Chemicals Private Limited as the primary acquirer, along with persons acting in concert: India Special Assets Fund III, ISAF III Onshore Fund, and Special Situation India Fund.

Independent Directors Committee Recommendation

The IDC meeting was held on April 6, 2026, with all three members present: Prasad Parameswaranpillai Naga (Chairperson), Prajnaparamita Sarkar, and Rakesh Kumar Shrivastava. The committee unanimously approved the recommendation after reviewing relevant documentation including the public announcement, detailed public statement, draft letter of offer, and letter of offer.

Committee Independence and Disclosures

All IDC members are non-executive and independent directors of the company. The committee confirmed that none of its members hold any equity shares or other securities in either the target company or the acquiring entities. Additionally, no IDC member has traded in the company's securities during the 12 months prior to the public announcement or from the announcement date until the recommendation date.

Regulatory Framework and Timeline

The recommendation follows the requirements under Regulation 26(7) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The committee's assessment was based on comprehensive documentation issued by IIFL Capital Services Limited, formerly known as IIFL Securities Limited, acting as the manager to the open offer.

The IDC advised public shareholders to independently evaluate the open offer and the company's market performance before making their tendering decisions. Shareholders have the option to either tender their shares or remain as public shareholders in the company. The recommendation statement has been made available on the company's website at www.indoborax.com for public access.

Indo Borax & Chemicals Limited issued a revision to its Board of Directors meeting outcome on April 07, 2026, correcting an inadvertent error in the Corporate Social Responsibility Committee composition disclosed in the original April 06, 2026 board meeting announcement. The company clarified that the error was purely clerical in nature, with no changes to other matters disclosed in the original outcome.

Original Board Meeting Outcomes

The Board of Directors held a comprehensive meeting on April 06, 2026, from 11:30 a.m. to 12:55 p.m., approving several key corporate governance and employee benefit initiatives. The meeting addressed strategic matters including employee stock options, policy adoptions, and committee restructuring in compliance with regulatory requirements.

ESOP 2026 Implementation Approved

The board approved the introduction and implementation of the Indo Borax & Chemicals Limited Employee Stock Option Plan – ESOP 2026, based on recommendations from the Nomination and Remuneration Committee. The scheme aligns with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, and requires shareholder approval for final implementation.

The ESOP 2026 objectives include rewarding employee performance, sharing company-created wealth with eligible employees, and motivating continuous contribution to growth and profitability.

Pricing and Exercise Framework

The options will be granted at an exercise price determined by the Nomination and Remuneration Committee, with specific parameters ensuring regulatory compliance. Key pricing guidelines include exercise price not less than face value of equity shares, exercise price not exceeding Fair Market Value on grant date, and compliance with accounting policies under SBEB Regulations.

Policy Adoptions and Compliance Updates

The board adopted comprehensive policies ensuring compliance with SEBI regulations and listing requirements. The adopted policies include Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI), Code of conduct for regulating, monitoring, and reporting trading under SEBI (Prohibition of Insider Trading) Regulations, 2015, and Code of fair disclosure practices and policy on determination of legitimate purpose.

Corrected CSR Committee Composition

The company issued a revision on April 07, 2026, correcting the Corporate Social Responsibility Committee composition that was incorrectly mentioned in the original board meeting outcome. The corrected composition reflects the accurate leadership structure for enhanced CSR oversight and implementation.

Shareholder Approval Process

The board approved the draft Postal Ballot Notice for seeking shareholders' approval on proposed resolutions. The notice will be submitted to stock exchanges and dispatched to shareholders following due process, ensuring proper shareholder consultation on significant corporate decisions, particularly the ESOP 2026 implementation.

The meeting outcomes reflect Indo Borax & Chemicals Limited's strategic focus on employee engagement, regulatory compliance, and structured corporate governance while maintaining transparency and regulatory adherence.