Indo Borax & Chemicals Limited has received a detailed public statement regarding an open offer by Zenrock Chemicals Private Limited and its associates for acquisition of equity shares. The company disclosed this development pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Open Offer Details

The open offer has been initiated by Zenrock Chemicals Private Limited (Acquirer) along with India Special Assets Fund III (PAC1), ISAF III Onshore Fund (PAC2), and Special Situation India Fund (PAC3) collectively referred to as PACs (Persons Acting in Concert).

The offer price of ₹256.30 per share has been determined in accordance with Regulation 8 of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011, representing the highest of various pricing benchmarks including volume weighted average market price and negotiated acquisition price.

Regulatory Compliance and Publication

The detailed public statement was published in multiple newspapers as required under Regulation 14(3) of the Takeover Regulations.

IIFL Capital Services Limited is acting as the manager to the open offer on behalf of the acquirer and PACs. The offer is being made pursuant to Regulations 3(1) and 4 read with other applicable provisions of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 2011.

Share Purchase Agreement Background

The open offer follows a Share Purchase Agreement (SPA) executed between the acquirer and the PACs with certain sellers. Under this agreement, the acquirer is set to acquire 1,63,00,290 equity shares representing 50.00% of the existing voting share capital of the target company.

Financial Arrangements

The acquirer has made comprehensive financial arrangements for the transaction, including issuing ₹750.00 crores of fully paid-up Compulsorily Convertible Preference Shares (CCPS) to fund the acquisition and open offer obligations.

The PACs have also entered into financing arrangements aggregating ₹390.00 crores to support their participation in the transaction structure.

Regulatory Approvals and Timeline

No statutory or regulatory approvals are required for the open offer. The offer will remain open for acceptance by public shareholders for a period of at least 10 working days but not exceeding 10 working days from the date of publication of the detailed public statement.

Shareholders who wish to participate in the open offer will need to submit their acceptance through the designated procedures outlined in the detailed public statement, with IIFL Capital Services Limited serving as the manager to facilitate the process.

Indo Borax & Chemicals Limited has executed a framework agreement for the sale of non-core assets worth ₹62.02 crores to promoter group members. The company announced the execution of the framework agreement on December 13, 2025, following earlier shareholder approval obtained through postal ballot.

Framework Agreement Details

The framework agreement has been executed with three purchasers from the promoter group:

Assets Under Transaction

The framework agreement covers the sale and transfer of specific assets as previously approved:

Approval Timeline

The transaction has completed all necessary approval stages:

Transaction Structure

The framework agreement records the terms applicable for the asset transfers in accordance with the postal ballot notice dated July 21, 2025. The transaction is being conducted at arm's length basis with sale prices above independent valuations. The agreement does not provide any special rights to the purchasers, such as rights to appoint directors or restrict capital structure changes.

Strategic Rationale

The asset sale aims to unlock value from non-core properties and vehicles that are not contributing significantly to the company's core boron-based products business operations. Following the sale, the company plans to lease back the office property for ₹0.55 crore annually, ensuring continued operational access while monetizing the asset.