Kronox Lab Sciences has approved the acquisition of a 5000 sq. meter manufacturing plant located in the Dahej Special Economic Zone (SEZ). The facility, owned by Axiom Chemicals Private Limited, will be acquired to expand the company's production capabilities for its chemical business.

The Board of Directors approved the transaction at a meeting held on October 14, 2026. The acquisition involves only the plant and land lease rights; Axiom Chemicals Private Limited itself is not being acquired. The seller is not a related party, and no promoter or group company holds any interest in the transaction.

Acquisition Details

The company disclosed that the consideration for the asset purchase will be paid in cash, funded entirely through internal accruals. No shares are being issued as part of this deal. The transaction is subject to regulatory approvals, including consent from the Development Commissioner and SEZ authority, as well as clearances from the State Pollution Control Board and GIDC.

Strategic Rationale

The primary objective of the acquisition is to increase manufacturing capacity to support business growth. Since the seller entity remains independent, Kronox Lab Sciences is effectively purchasing physical assets rather than acquiring a corporate entity. This approach allows for rapid capacity expansion without the complexities of integrating a separate legal entity's liabilities or operations.

The completion of the acquisition is expected within one month, contingent upon the receipt of all requisite governmental and regulatory approvals and the execution of definitive agreements.

Kronox Lab Sciences Limited announced the completion of the transfer of a 64.26% equity stake to Indo Borax & Chemicals Limited on September 29, 2026. This transaction marks a complete change in control, with the outgoing promoters formally reclassified as public shareholders under SEBI regulations.

The sale involved 2,38,44,000 equity shares held by Mr. Ketan Vinodchandra Ramani, Mr. Pritesh Vinodchandra Ramani, and Mr. Jogindersingh Gianchand Jaswal. Following the transfer, the sellers collectively retain a residual holding of 9.95% in the voting share capital. The deal was executed pursuant to a share purchase agreement signed on August 20, 2026, with Zenrock Chemicals Private Limited also party to the agreement.

Individual Promoter Disclosures

Specific disclosures under Regulation 29(2) of SEBI (SAST) Regulations detail the individual movements for key promoters. Mr. Jogindersingh Gianchand Jaswal sold 85,66,400 equity shares, constituting 23.088% of the total paid-up equity share capital. Prior to this transaction, his holding stood at 97,96,400 shares (26.40%). Post-transaction, he retains 12,30,000 shares, representing 3.32% of the voting capital.

Mr. Ketan Vinodchandra Ramani sold 85,66,400 equity shares, constituting 23.088% of the total paid-up equity share capital. Prior to this transaction, his holding stood at 97,96,400 shares (26.40%). Post-transaction, he retains 12,30,000 shares, representing 3.32% of the voting capital.

Mr. Pritesh Vinodchandra Ramani sold 67,11,200 equity shares, constituting 23.088% of the total paid-up equity share capital. Prior to this transaction, his holding stood at 79,41,200 shares (21.40%). Post-transaction, he retains 12,30,000 shares, representing 3.32% of the voting capital.

Regulatory Reclassification and Open Offer

Pursuant to Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the erstwhile promoter group has ceased to be members of the promoter group. The company confirmed that the sellers do not hold more than 10% of total voting rights, exercise control over affairs, hold special rights, or have representation on the board. Consequently, they are reclassified as public shareholders.

Indo Borax & Chemicals Limited, along with Zenrock Chemicals Private Limited acting in concert, has undertaken an open offer to acquire up to 95,70,000 equity shares, representing 25.79% of the voting share capital, from public shareholders. This open offer is being made in compliance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Board Overhaul and New Leadership

Consequent to the change in control, the entire board structure was reconstituted. The outgoing Managing Director, Mr. Jogindersingh Gianchand Jaswal, resigned immediately, along with executive directors Mr. Ketan Ramani and Mr. Pritesh Vinodchandra Ramani. Additionally, Chief Financial Officer Mr. Samir Gadhiya stepped down from his role as CFO, though he will continue as an employee in senior management.

The new board includes:

• Mr. Suresh Kalra: Appointed as Managing Director and CEO (5-year term).
• Mr. Sunil Malhotra: Appointed as Whole-time Director (5-year term).
• Mr. Harsh Malhotra: Appointed as Executive Director (5-year term).
• Mr. Shashikant Bharuka: Appointed as Chief Financial Officer.

Three new independent directors were also appointed: Mr. Amit Kumar Sharma, Ms. Anuradha Suneet Maheshwari, and Mr. Dhananjay Tapasvi. All three resigning independent directors (Mr. Parth Shah, Ms. Krutika Arunkumar Negandhi, and Mr. Satish Kumar) stepped down simultaneously.

Committee Reconstitution

All statutory committees were reconstituted to reflect the new leadership. Mr. Dhananjay Tapasvi heads the Audit Committee, while Ms. Anuradha Suneet Maheshwari chairs the Stakeholders Relationship Committee. The Nomination and Remuneration Committee is chaired by Mr. Dhananjay Tapasvi.

Transition Support Agreements

To ensure operational continuity, the company entered into consultancy agreements with the three former promoters. Each agreement is for a period of 36 months with a fixed aggregate fee of ₹2.10 crore per consultant. These agreements cover transition support for research, development, production, and quality assurance, including oversight of the proposed manufacturing facility at GIDC, Dahej-II.

What the Numbers Show

The transaction highlights a clean exit strategy where former promoters retain a minority stake (9.95%) while securing substantial consultancy fees (₹6.30 crore aggregate) for a three-year transition period. This structure suggests that while Indo Borax assumes full governance control, it relies on the technical expertise of the founding family for operational stability during the critical post-acquisition phase. Notably, individual promoters Jaswal and Ramani each saw their stakes drop from 26.40% to 3.32%, indicating a significant reduction in personal exposure despite the continued consultancy role.