Indo Borax & Chemicals Ltd has completed a major ownership transfer and comprehensive board restructuring following the sale of a controlling stake to new investors on January 23, 2026.

Share Transfer Completion

The company announced the successful completion of share transfer involving 1,63,00,230 equity shares, representing approximately 50.80% of the total paid-up equity share capital. The shares were transferred from the erstwhile promoter group members to new investors pursuant to a share purchase agreement dated December 15, 2025.

Consequent to this transaction, the erstwhile promoter group members no longer hold any equity shares and have ceased to be members of the promoter group with effect from completion of the sale transaction.

New Board Appointments

The board approved several key appointments during its meeting held on January 23, 2026, from 7:15 PM to 7:40 PM.

Executive Directors and CEO

The company appointed Mr. Suresh Kalra as Managing Director and Chief Executive Officer for a period of 5 years, subject to member approval. Mr. Kalra brings over 25 years of leadership experience in the chemicals industry with expertise in global operations, P&L management, and strategic planning across India, US, Middle East, and Asia Pacific.

Mr. Harsh Malhotra was appointed as Executive Director for 5 years, subject to member approval. He brings over a decade of global operational and strategic leadership experience, including nearly ten years at Amazon managing complex supply chain and business challenges across three countries.

Non-Executive and Independent Directors

The board appointed Mr. Sunil Malhotra as non-executive, non-independent director for 5 years. He is a seasoned entrepreneur with 38 years of experience and has been associated with iBankers Securities Inc., USA.

Three independent directors were also appointed:

Board Resignations

Several directors resigned as part of the board reorganization:

Key Management Resignations

• Mr. Sajal Jain resigned as Managing Director
• Mr. Govind Ramlal Parmar resigned as Executive Director
• Mr. Saumya Sajal Jain resigned as Chief Executive

Independent Director Resignations

Four independent directors resigned with effect from closure of business on January 23, 2026:

• Mr. Sachin Nagarmal Gupta
• Mr. Yatin N Shah
• Mr. Yogesh Pratap Patil
• Ms. Minakshi Ankush Mittal

Committee Reconstitution

The board reconstituted all major committees with effect from January 23, 2026:

Audit Committee

Nomination and Remuneration Committee

The company also reconstituted the Stakeholders Relationship Committee and Corporate Social Responsibility Committee with the new board members taking key positions across all committees.

This comprehensive restructuring marks a significant transition for Indo Borax & Chemicals Ltd as it moves forward under new ownership and leadership structure.

Indo Borax & Chemicals Ltd has announced the completion of a major share purchase agreement on January 23, 2026, marking a significant change in the company's ownership structure. The transaction involves the transfer of 1,63,00,230 equity shares, representing 50.80% of the total paid-up equity share capital.

Transaction Details

The share purchase agreement was originally executed on December 15, 2025, with the completion date formalized through a letter agreement executed on January 22, 2026. The company received intimation from the sellers on January 23, 2026, confirming the completion of the transaction.

Parties Involved

The transaction involves multiple parties from the promoter group as sellers and institutional investors as purchasers. The sellers include key promoter group members and their family members, while the purchasers comprise specialized investment funds and private companies.

Sellers (Promoter Group Members):

• Mr. Sajal Sushilkumar Jain
• Mrs. Sreelekha Sajal Jain
• Mr. Saumya Sajal Jain
• Mrs. Pranika Saumya Jain
• Sajal Sushilkumar Jain HUF
• Mrs. Shubhra Jain Sivaradjou

Purchasers:

• Zenrock Chemicals Private Limited
• India Special Assets Fund III
• ISAF III Onshore Fund
• Special Situation India Fund

Regulatory Compliance

The disclosure has been made under Regulation 30 read with Regulation 30A and Schedule III Part A Para A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company has confirmed that it is not a party to the share purchase agreement or the letter agreement.

Impact on Control Structure

Following the completion of this transfer on January 23, 2026, the sellers will cease to be in control of the company. Consequently, they will be de-classified from being members of the promoter/promoter group of the company in accordance with Regulation 31A(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The transaction does not impose any additional restrictions or qualifications on the company beyond those previously disclosed in the company's December 15, 2025 disclosure. The purchasers do not form part of the promoter/promoter group/group companies of the company and are not related to the existing promoter group.

Additional Disclosures

The company has confirmed that the sellers do not hold any shares in the purchasers and vice versa. No shares are being issued as part of this transaction, and there are no additional disclosures beyond those made in the original December 15, 2025 announcement. The SPA Letter Agreement represents an amendment to the original share purchase agreement, specifically setting out the completion date for the contemplated transactions.