Kronox Lab Sciences reported a net profit of ₹276.6 crore for FY26, marking an 8.6% increase from the previous year. The company maintained revenue stability at ₹1,012.2 crore while expanding profitability through margin optimization.

The Vadodara-based specialty chemical manufacturer declared a final dividend of ₹0.50 per share for the financial year ended March 31, 2026. Its 17th Annual General Meeting is scheduled for September 16, 2026, to approve the audited financial statements and reappoint retiring directors.

Financial Performance

Revenue from operations remained largely flat at ₹1,012.2 crore, compared to ₹1,001.9 crore in FY25. Despite the modest top-line growth, the company delivered strong bottom-line results driven by operational efficiency.

Export revenue contributed significantly to the total turnover, rising to 32.4% of total revenue in FY26, up from 26.6% in the previous year. Foreign exchange earnings stood at ₹308.1 crore.

What the Numbers Show

The divergence between flat revenue growth and double-digit profit expansion highlights a shift in profit composition. Other income surged 105.6% to ₹51.9 crore, primarily driven by interest income which more than doubled to ₹36.8 crore. This non-operating contribution accounts for a substantial portion of the net profit growth, indicating that the bottom-line beat was partly fueled by higher returns on surplus cash rather than purely operational leverage.

Balance Sheet and Cash Flow

Kronox maintained a robust liquidity position with a current ratio of 7.60, up from 7.28 in FY25. Total equity increased to ₹1,161.3 crore from ₹901.1 crore. The company generated ₹238.9 crore from operating activities, though this was lower than the ₹307.0 crore recorded in FY25.

Capital expenditure remained active with cash outflows from investing activities totaling ₹238.2 crore. This included ₹33.1 crore on property, plant, and equipment purchases as the company prepares for its upcoming expansion at Dahej.

Strategic Outlook

Management highlighted progress on Unit IV at Dahej, noting that all necessary regulatory permissions, including environmental clearance, have been obtained. Construction is expected to commence shortly, with production targeted within the next two to three years. The new facility aims to diversify product offerings into derivatives such as acetate, citrate, and succinate.

Promoter holding remained unchanged at 74.18% as of March 31, 2026. The Board also recommended ratifying the remuneration of cost auditors M/s Diwanji & Associates for FY27.

Kronox Lab Sciences promoters have signed a share purchase agreement (SPA) to sell a controlling stake in the listed chemical firm to Indo Borax & Chemicals Limited and Zenrock Chemicals Private Limited. The deal involves the transfer of 2,38,44,000 equity shares, representing approximately 64.26% of the company’s total paid-up equity capital, for an aggregate consideration of ₹246.12 crore. Indo Borax has now launched a mandatory open offer to public shareholders to acquire an additional 25.79% stake.

The agreement was executed on August 20, 2026, by Mr. Ketan Vinodchandra Ramani, Mr. Pritesh Vinodchandra Ramani, and Mr. Jogindersingh Gianchand Jaswal. Collectively known as the sellers, these promoters currently hold a combined 74.21% stake in the company. The acquirer, Indo Borax & Chemicals Limited, along with Zenrock Chemicals Private Limited acting as persons acting in concert, will assume control upon completion. The indicative time to complete the acquisition is three months from the date of signing the SPA.

Transaction Structure

The base price for the shares under the SPA is ₹103.22 per equity share. However, when inclusive of consultancy fees payable by the company to the sellers for transition support, the effective price rises to ₹105.87 per share. This valuation is calculated in accordance with Regulation 8(7) of the SEBI Substantial Acquisition of Shares and Takeovers (SAST) Regulations.

Key terms of the agreement include:

• The sellers will retain a remaining holding of 9.95%, which is subject to a lock-in period specified in the SPA.
• Upon expiry of the lock-in, any further transfer by the sellers requires the acquirer’s right of first refusal.
• The sellers have undertaken non-compete and non-solicit obligations for an identified period.
• Post-completion, the sellers will enter into a consultancy agreement with the company for a period of 36 months. The aggregate consultancy fee is ₹6.3 crore.

Open Offer Details

Pursuant to Regulation 3(1) and Regulation 4 of the SAST Regulations, 2011, Indo Borax and Zenrock Chemicals have made a mandatory open offer to public shareholders. The offer is for up to 95,70,000 equity shares, representing 25.79% of the voting share capital.

The offer price is fixed at ₹157.27 per equity share. Assuming full acceptance, the total consideration payable under the open offer will be ₹1,505 crore. The offer price is determined in accordance with Regulations 8(1) and 8(2) read with Regulation 8(7) of the SEBI (SAST) Regulations. The payment will be made in cash.

The public announcement was issued on August 20, 2026. The Detailed Public Statement is expected to be published on or before August 28, 2026. The acquirer does not intend to delist the target company. If the public shareholding falls below the minimum requirement after the offer, the acquirer will take steps to ensure compliance with listing norms.

Change in Control

The transaction results in a significant shift in management and control. Upon completion, Indo Borax & Chemicals Limited will be classified as the promoter, while Zenrock Chemicals Private Limited will be part of the promoter group. The existing promoters will cease to be in control and will be reclassified into the public category under Regulation 31A(10) of the SEBI Listing Obligations and Disclosure Requirements (LODR) Regulations.

Indo Borax & Chemicals Limited will appoint three nominee directors to the board, and the outgoing promoters will resign from their positions. Between the execution date and completion, the sellers have agreed to operate the business in the ordinary course, refraining from material changes such as entering into new related-party contracts, creating asset encumbrances, or declaring dividends without prior written approval from the acquirer.

Strategic Rationale

Suresh Kalra, Managing Director and CEO of Indo Borax Chemicals Ltd., stated that the acquisition is a strategic move towards expansion, diversification, premiumisation, and margin improvement. He noted that Kronox's rich experience and export presence will strengthen Indo Borax's offerings and help fortify margins through synergies.

Ketan Ramani, Promoter and Director of Kronox Lab Sciences Ltd., described the event as the inception of a new innings for the company. He indicated that joining hands with Indo Borax would enable Kronox to accelerate its growth plans, expand its product profile, and explore new avenues.

What the Numbers Show

The open offer price of ₹157.27 represents a significant premium over the SPA effective price of ₹105.87. This pricing structure reflects the mandatory nature of the tender offer under SEBI regulations, which typically require the offer price to be higher than the price paid by the acquirer in the underlying transaction to protect minority shareholders. The substantial difference between the SPA price and the open offer price highlights the regulatory framework's intent to provide exit opportunities to public shareholders at favorable valuations during change-of-control transactions.