Kronox Lab Sciences Ltd

Asset acquisition: Dahej plant

• Board approved acquisition of a 5,000 sq m plant at Dahej SEZ from Axiom Chemicals Private Limited.
• The seller is not being acquired; asset purchase only.
• Cash consideration funded through internal accruals; no equity shares issued.
• Acquisition not related-party; no promoter/group interest.
• Purpose: expand manufacturing capacity.
• Completion expected within one month, subject to approvals and definitive agreements.
• Regulatory approvals include Development Commissioner/SEZ authority for land transfer rights.
• Other applicable approvals: State Pollution Control Board, GIDC.
• Plant located at Z/80, Dahej SEZ; no change in shareholding.

Key transaction facts

• Target Company: Kronox Lab Sciences Limited.
• Disclosing Party: Indo Borax & Chemicals Limited (Acquirer) and Zenrock Chemicals Private Limited (PAC); acquirer promoter.
• Transaction Type: Disposal of 67,11,200 equity shares; off-market.
• Pre-Transaction Holding: 79,41,200 shares; 21.40% voting rights.
• Transaction Details: 67,11,200 shares sold; 18.10% of total voting rights; off-market sale.
• Post-Transaction Holding: 12,30,000 shares; 3.32%.
• Date of Transaction: September 29, 2026.
• Equity share capital before: INR 37,10,40,000 (3,71,04,000 shares).
• Equity share capital after: same as before.
• Total diluted share capital after: same as before.

Transaction summary

• Target Company: Kronox Lab Sciences Limited.
• Disclosing Party: Indo Borax & Chemicals Limited (Promoter) and Zenrock Chemicals Private Limited (PAC).
• Transaction Type: Off-market sale; promoter stake transfer.
• Pre-Transaction Holding: 97,96,400 shares; 26.40% voting rights.
• Transaction Details: 85,66,400 shares sold; 23.088% of voting rights; off-market; SPA dated Aug 20, 2026.
• Post-Transaction Holding: 12,30,000 shares; 3.32% voting rights.
• Date of Transaction: September 29, 2026.
• Equity capital before: INR 37,10,40,000 (3,71,04,000 shares).
• Equity capital after: INR 37,10,40,000 (3,71,04,000 shares).
• Total diluted capital after: INR 37,10,40,000 (3,71,04,000 equity).

Regulation 29(2) disclosure

• Target Company: Kronox Lab Sciences Limited.
• Disclosing Party: Acquirer Indo Borax & Chemicals Limited; PAC Zenrock Chemicals Private Limited; promoter status.
• Transaction Type: Disposal of equity shares via off-market sale.
• Pre-Transaction Holding: 97,96,400 shares; 26.40% voting rights; encumbrances NIL.
• Transaction Details: 85,66,400 shares sold; 23.088% of voting rights; off-market.
• Post-Transaction Holding: 12,30,000 shares; 3.32% voting rights.
• Date of Transaction: September 29, 2026.
• Capital Context: pre/post equity capital INR 37,10,40,000; 3,71,04,000 shares; total diluted capital INR 37,10,40,000.

Acquisition details

• Target: Kronox Lab Sciences Limited.
• Acquirer and PAC: Indo Borax & Chemicals Limited; Zenrock Chemicals Private Limited.
• Promoter status: Acquirer promoter; PAC promoter group.
• Exchanges: BSE Limited and NSE.
• Pre-acquisition voting rights: NIL for acquirer and PAC.
• Pre-acquisition encumbrances/VR/warrants: NIL.
• Acquired shares: 2,38,44,000; 64.26% of paid-up equity.
• Post-acquisition: 2,38,44,000 shares; 64.26% voting rights.
• Mode: Off-market purchase under SPA dated August 20, 2026.
• Date of acquisition/intimation: September 29, 2026.
• Equity share capital before/after: 3,71,04,000 shares; face value INR 10.
• Total diluted share capital after: 3,71,04,000 shares.

Shareholding Update

• Acquirer Indo Borax & Chemicals Limited and PAC Zenrock acquired 2,38,44,000 Kronox shares.
• Date of acquisition: September 29, 2026; mode: off-market under SPA.
• Post-acquisition stake is 64.26% for the acquirer and PAC.
• Individual acquisitions: Ketan Ramani 85,66,400; Pritesh Ramani 67,11,200; Jogindersingh Jaswal 85,66,400.
• Purchase price per share: INR 103.22.

Promoter transfer and open offer details

• Share transfer completed on Sep 29, 2026; 2,38,44,000 equity shares transferred.
• Transferred shares represent 64.26% of paid-up equity capital.
• Sellers collectively hold 9.95% post-transfer; erstwhile promoter group to cease promoter status.
• Acquirer will exercise sole control; promoter group re-classified as public.
• Subject to regulatory approvals; no objections noted.
• Open offer to acquire up to 95,70,000 equity shares, representing 25.79% of voting capital.
• Open offer undertaken by Acquirer with Zenrock Chemicals Private Limited.
• Open offer details under SEBI Takeover Regulations 2011.
• Company compliant with Regulation 31A(3)(c) of the Listing Regulations.
• Disclosures reference August 2026 announcements and the draft letter of offer.

Promoter share transfer

• Sale of 23,844,000 equity shares (64.26% of paid-up capital) completed Sept 29, 2026.
• Sellers hold 36,90,000 shares (9.95% voting) post-transaction.
• Promoter group ceased to be promoters with completion.
• Regulatory disclosures under Listing Regulations (Reg 30/30A, Reg 31A) filed.

Executive leadership appointments

• Suresh Kalra appointed MD & CEO for 5 years from Sept 29, 2026; subject to member approval.
• Sunil Malhotra appointed Executive and Whole-time Director for 5 years; subject to member approval.
• Harsh Malhotra appointed Executive and Non-independent Director for 5 years; subject to member approval.

Independent directors appointed

• Amit Kumar Sharma appointed additional non-exec independent director for 5 years; subject to member approval.
• Anuradha Suneet Maheshwari appointed additional non-exec independent director for 5 years; subject to member approval.
• Dhananjay Tapasvi appointed additional non-exec independent director for 5 years; subject to member approval.

Chief Financial Officer appointment

• Shashikant Bharuka appointed CFO and KMP for 5 years from Sept 29, 2026.

resignations

• Jogindersingh Gianchand Jaswal resigned as MD; effective Sept 29, 2026.
• Ketan Ramani resigned as executive director; effective Sept 29, 2026.
• Pritesh Ramani resigned as executive director; effective Sept 29, 2026.
• Samir Gadhiya resigned as CFO; effective Sept 29, 2026.
• Parth Shah resigned as independent director; effective Sept 29, 2026.
• Krutika Arunkumar Negandhi resigned as independent director; effective Sept 29, 2026.
• Satish Kumar resigned as independent director; effective Sept 29, 2026.

Committee reconstitution

• Audit Committee reconstituted: Dhananjay Tapasvi, Suresh Kalra, Amit Kumar Sharma.
• Nomination & Remuneration Committee reconstituted: Dhananjay Tapasvi, Amit Kumar Sharma, Anuradha Suneet Maheshwari.
• Stakeholders Relationship Committee reconstituted: Anuradha Suneet Maheshwari, Suresh Kalra, Harsh Malhotra.
• CSR Committee reconstituted: Suresh Kalra, Anuradha Suneet Maheshwari, Sunil Malhotra, Harsh Malhotra.

Consultancy agreements

• Approved consultancy agreements with Jogindersingh Jaswal, Ketan Ramani, and Pritesh Ramani.
• 36-month term; fixed fee INR 2.10 crore per consultant; 24-month lock-in.
• Early termination liability payable within 15 days; related party, arm’s length pricing.
• Consultants are erstwhile promoters; no issuance of shares involved.

Regulatory disclosures

• Annexures I–VII attached detailing appointments, resignations, and consultancy terms.
• Disclosures reflect Listing Regulations compliance and related party transaction considerations.

Shareholding Disclosure

• Indo Borax & Chemicals Limited acquired 2,38,44,000 Kronox Lab Sciences Limited shares via SPA on Sept 29, 2026.
• Acquirer: Indo Borax & Chemicals Limited; PAC: Zenrock Chemicals Private Limited.
• Post-acquisition stake: 64.26% in Kronox Lab Sciences Limited.