Indo Borax & Chemicals Limited's open offer has reached a significant milestone with IIFL Capital Services Limited announcing the commencement of the tendering period on April 10, 2026. The Independent Directors Committee has already recommended the open offer price of ₹256.30 per equity share as fair and reasonable under applicable SEBI regulations.

Open Offer Structure and Timeline

The open offer by Zenrock Chemicals Private Limited and its persons acting in concert targets the acquisition of up to 83,43,400 fully paid-up equity shares representing 26.00% of the voting share capital from public shareholders. IIFL Capital Services Limited, acting as the manager to the offer, has published the offer opening public announcement in Financial Express, Jansatta, and Navshakti newspapers.

Independent Directors Committee Assessment

The IDC meeting held on April 6, 2026, with all three members present—Prasad Parameswaranpillai Naga (Chairperson), Prajnaparamita Sarkar, and Rakesh Kumar Shrivastava—unanimously approved the recommendation. The committee's assessment was based on comprehensive regulatory compliance and market comparison criteria.

Completed Underlying Transaction

The underlying transaction has been successfully completed on January 23, 2026, with the acquirer and persons acting in concert acquiring 1,63,00,230 equity shares representing 50.80% of the total paid-up equity share capital. Zenrock Chemicals acquired 98,82,230 shares (30.80%), while the three PACs acquired varying percentages totaling 20.00%.

Tendering Process and Documentation

Public shareholders can participate through the stock exchange mechanism via BSE and NSE acquisition windows. The Letter of Offer dated March 27, 2026, has been dispatched to shareholders as of the identified date (March 24, 2026). Shareholders holding dematerialized shares must approach their selling brokers, while physical share holders need to submit original certificates along with required documentation to the registrar.

The offer maintains regulatory compliance with no competing offers received by the deadline. All statutory approvals are in place, and the PACs have confirmed they do not intend to exercise control over the target company's management decisions.

Source: Company/INE803D01021/17ec4b0a-f91e-445f-8808-3f71a59925d2.pdf

Indo Borax & Chemicals Limited has dispatched a comprehensive postal ballot notice to shareholders on April 8, 2026, seeking approval for multiple strategic corporate resolutions that will shape the company's future growth trajectory and employee compensation framework.

Employee Stock Option Plan 2026

The company proposes to implement "Indo Borax & Chemicals Limited Employee Stock Option Plan - ESOP 2026" to reward key employees and align their interests with long-term shareholder value creation. The scheme encompasses significant parameters designed to attract and retain talent while fostering organizational growth.

The ESOP 2026 targets employees working in India or outside India, including directors (excluding promoters, independent directors, and those holding more than 10% equity). The Nomination and Remuneration Committee will administer the scheme as the designated Compensation Committee, determining eligibility based on performance, role criticality, and contribution to business growth.

Enhanced Investment Authority

The postal ballot seeks shareholder approval to enhance the company's investment, lending, and guarantee limits under Section 186 of the Companies Act, 2013. This strategic expansion reflects the company's ambitious growth plans and operational requirements.

The enhanced limits will enable the company to make investments, provide loans, guarantees, and securities to various persons and body corporates, including subsidiaries and associates, supporting long-term business expansion strategies.

Director Compensation Framework

The company proposes establishing a commission structure for non-executive directors, recognizing their expertise and contribution to corporate governance. The resolution seeks approval for commission payments within 1% of net profits computed under Section 198 of the Companies Act, effective from April 1, 2026, for a five-year period.

Voting Process and Timeline

The postal ballot follows a comprehensive e-voting process administered by MUFG Intime India Private Limited, ensuring transparent and efficient shareholder participation.

CS Sandhya Malhotra (Membership No.: FCS 6715), Partner at M/s. Manish Ghia & Associates, has been appointed as scrutinizer to conduct the postal ballot process in a fair and transparent manner. The voting rights will be proportionate to shareholders' paid-up equity share capital as on the cut-off date.

Regulatory Compliance

The postal ballot notice complies with provisions of Sections 108 and 110 of the Companies Act, 2013, SEBI regulations, and MCA circulars, including the latest General Circular No. 03/2025 dated September 22, 2025. The notice is being sent electronically to members whose email addresses are registered with the company or depositories.

The resolutions, if approved by requisite majority, will be deemed passed on May 8, 2026, with results simultaneously communicated to BSE Limited and National Stock Exchange of India Limited where the company's equity shares are listed.