Catalyst Trusteeship Limited has announced the creation of a first ranking exclusive pledge over 98,82,230 equity shares of Indo Borax & Chemicals Limited, representing 30.80% of the company's total equity share capital. The pledge was executed on February 03, 2026, under regulatory disclosure requirements.

Pledge Agreement Details

The pledge was created through a Pledge Agreement dated February 03, 2026, executed between Zenrock Chemicals Private Limited (ZCPL) and Catalyst Trusteeship Limited. Catalyst Trusteeship Limited acted in its capacity as debenture trustee for the benefit of multiple funds including India Special Assets Fund III, ISAF III Onshore Fund, and Special Situation India Fund, collectively referred to as the Debenture Holders.

Regulatory Compliance

The disclosure was made pursuant to Regulation 29(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The notification was formally communicated to the National Stock Exchange of India Limited, BSE Limited, and Indo Borax & Chemicals Limited on February 05, 2026.

Share Capital Structure

Indo Borax & Chemicals Limited maintains an equity share capital of INR 3,20,90,000 divided into 3,20,90,000 equity shares of INR 1 each. The company's shares are listed on both BSE Limited and National Stock Exchange of India Limited. The pledge creation does not alter the company's total equity share capital structure.

Acquisition Framework

The transaction represents an encumbrance creation rather than a direct share acquisition. Catalyst Trusteeship Limited, acting as the acquirer in its capacity as debenture trustee, does not belong to the promoter or promoter group of Indo Borax & Chemicals Limited.

The pledge arrangement provides security to the debenture holders while maintaining the existing shareholding structure of the target company. The disclosure was signed by Deesha Srikkanth, Senior Vice President and Authorised Signatory of Catalyst Trusteeship Limited, from Mumbai.

Source:

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.