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.

Indo borax & chemicals Limited has executed an amendment to its framework agreement with promoter group members, adding an additional purchaser to the existing arrangement. The amendment was executed on January 20, 2026, and disclosed to stock exchanges in compliance with SEBI regulations.

Amendment Details and Parties Involved

The amendment modifies the original framework agreement dated December 13, 2025, by including Mr. Saumya Sajal Jain as Purchaser 4. The complete list of parties to the amended agreement includes:

All purchasers are members of the promoter/promoter group of the company and collectively hold approximately 47.25% of the total share capital.

Transaction Structure and Compliance

The amendment represents a related party transaction conducted at arm's length, as disclosed in the regulatory filing. The primary purpose of the amendment is to include Mr. Saumya Sajal Jain as an additional purchaser for the residential property referenced in the company's postal ballot notice.

Regulatory Disclosure Requirements

The company filed the disclosure under Regulation 30 of SEBI LODR Regulations and SEBI Master Circular dated November 11, 2024. This amendment follows a series of previous intimations dated July 21, 2025, August 28, 2025, and December 13, 2025, indicating ongoing developments related to this framework agreement.

The disclosure confirms that no special rights are granted to the purchasers with respect to the company, such as rights to appoint directors, first right to share subscription, or rights to restrict changes in capital structure. The amendment specifically addresses the inclusion of the additional purchaser without altering the fundamental terms of the original framework agreement.

Corporate Governance and Impact

The transaction maintains transparency through proper regulatory disclosure and adherence to related party transaction guidelines. The amendment does not involve any share issuance or create potential conflicts of interest, as confirmed in the regulatory filing. The company secretary and compliance officer, Pravin Chavan, signed the disclosure document, ensuring proper corporate governance procedures were followed throughout the amendment process.