Indo Borax & Chemicals has become the subject of a mandatory open offer following the execution of a Share Purchase Agreement on December 15, 2025. Zenrock Chemicals Private Limited, along with consortium partners India Special Assets Fund III, ISAF III Onshore Fund, and Special Situation India Fund, has acquired 50.80% shareholding from promoters at ₹256.30 per share, triggering regulatory compliance requirements under SEBI takeover regulations.

Official Regulatory Disclosure

The company has issued an official disclosure under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming receipt of the public announcement from IIFL Capital Services Limited. The disclosure was made to both BSE Limited and National Stock Exchange of India Limited on December 15, 2025.

Open Offer Structure and Compliance

The acquisition has necessitated a mandatory open offer to public shareholders for an additional 26.00% of voting share capital, representing 83,43,400 equity shares. The offer maintains the same price of ₹256.30 per share, with total consideration reaching ₹2,13,84,13,420.00 assuming full acceptance.

Acquisition Details and Consortium Structure

The underlying transaction involves Zenrock Chemicals as the primary acquirer, supported by three persons acting in concert (PACs). The distribution of acquired shares reflects a strategic consortium approach to the takeover.

Promoter Exit and Shareholding Transfer

The transaction represents a complete exit by existing promoters, with all selling entities transferring their entire holdings. The promoter group members involved in the sale include key stakeholders who have controlled the company's operations.

Financing and Control Arrangements

Zenrock Chemicals has established comprehensive financing arrangements with the PACs through debenture and preference share structures. The PACs have subscribed to ₹390.00 crores in secured debentures and ₹75.00 crores in compulsorily convertible preference shares, providing necessary financial resources for the acquisition.

Under the Limited Purpose Agreement executed alongside the main transaction, Zenrock will exercise sole control over Indo Borax & Chemicals and become the new promoter. The PACs, while participating in the acquisition, will not exercise control and are designated as persons acting in concert solely for this transaction's purpose.

Regulatory Timeline and Next Steps

The open offer operates under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. A Detailed Public Statement will be published within five working days, by December 22, 2025, containing comprehensive offer terms and conditions. The acquirers have confirmed adequate financial resources and firm financing arrangements to meet all regulatory obligations.

The transaction does not involve any intention to delist Indo Borax & Chemicals, ensuring continued public trading of shares. IIFL Capital Services Limited serves as the Manager to the Open Offer, facilitating the regulatory compliance process.

KEC International Ltd., a global infrastructure EPC major and RPG Group company, has secured new orders worth ₹1,150 crores across its Transmission & Distribution (T&D) and Civil businesses in India. The announcement highlights significant wins that strengthen the company's market position in key infrastructure segments.

Major T&D Business Breakthrough

The India T&D business achieved a significant milestone by securing its largest-ever order from a reputed private player. This composite order encompasses critical infrastructure components for renewable energy evacuation.

This order represents a substantial achievement for KEC International's T&D division and significantly increases the share of private sector clients in the India T&D order book.

Civil Business Expansion

The Civil business segment secured an important order for additional civil and structural works for a 150MW thermal power plant from a prominent private player. This win demonstrates the company's growing presence in the thermal power plant segment, expanding its footprint in the power generation infrastructure space.

Strategic Impact and Performance

Mr. Vimal Kejriwal, MD & CEO of KEC International Ltd., expressed satisfaction with these order wins, particularly highlighting the significance of the composite order secured by the India T&D business for renewable energy evacuation. The orders have substantially increased private sector client representation in the company's India T&D order book.

Company Overview

KEC International operates as a global infrastructure Engineering, Procurement and Construction (EPC) major with presence across multiple verticals including Power Transmission & Distribution, Civil, Transportation, Renewables, Oil & Gas Pipelines, and Cables & Conductors. The company maintains operations in 110+ countries through EPC projects and supply of towers and cables, serving as the flagship company of the RPG Group.

The RPG Group, established in 1979, represents one of India's fastest-growing business groups with a turnover of US$ 5.20 billion. The group maintains diverse business interests spanning Infrastructure, Tyres, Pharma, IT, and Specialty sectors, along with emerging innovation-led technology businesses.