Indo Borax gains sole Kronox control with 64.26% stake

Indo Borax and Chemicals Limited acquired 64.26% of Kronox Lab Sciences Limited on September 29, 2026, obtaining sole control after buying 2,38,44,000 equity shares and reconstituting its board. Indo Borax has also opened an offer for up to 95.70 lakh public shares at Rs 157.27 each, representing the remaining stated public holding of 25.79%.

How did Indo Borax gain control of Kronox?

Indo Borax gained control of Kronox by completing the purchase of 2,38,44,000 equity shares, equal to 64.26% of paid-up equity share capital, from the sellers on September 29, 2026. The filing says the underlying transaction was completed after conditions precedent under the share purchase agreement were met and the maximum open-offer consideration was deposited in escrow in line with the takeover regulations.

The acquisition changed Kronox's promoter classification from September 29, 2026. Indo Borax was classified as promoter, while Zenrock Chemicals Private Limited, the person acting in concert for the offer, was classified as promoter group. The sellers, previously part of the promoter and promoter group, were reclassified as public shareholders under Regulation 31A(10) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations.

The 64.26% acquired stake is separate from the open offer for public shareholders. Indo Borax is offering to acquire up to 95.70 lakh additional shares, or 25.79% of Kronox voting share capital. Although the takeover rules require an offer for at least 26.00% in ordinary circumstances, the filing says the public shareholding available at the specified measurement date was only 25.79%.

Who controls the Kronox board after the acquisition?

Indo Borax controls the Kronox board because it reconstituted the board on September 29, 2026 and every director represented the acquirer as of the October 29, 2026 letter of offer. The filing says the board changes were made under the share purchase agreement and in compliance with the first proviso to Regulation 24(1) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations.

Three directors were common to Indo Borax and Kronox at the letter-of-offer date: Sunil Malhotra, Suresh Kalra and Harsh Malhotra. Sunil Malhotra was also a common director of Zenrock Chemicals Private Limited and Kronox. Zenrock had not nominated any director to the Kronox board as of the letter-of-offer date, despite its promoter-group classification.

The combination of the 64.26% shareholding and full board representation confirms the governance effect of the transaction. The filing expressly states that Indo Borax acquired sole control on September 29, 2026, rather than a minority investment or limited governance right. It also records that the former promoter group moved to the public category on the same effective date.

What are the terms of the Indo Borax open offer?

Indo Borax is offering Rs 157.27 for each Kronox equity share, with the offer covering up to 95.70 lakh shares, or 25.79% of voting share capital. The revised tendering period opens on November 6, 2026 and closes on November 20, 2026. Shareholders may tender their shares or retain their Kronox holding, according to the offer document.

Kronox's committee of independent directors approved its recommendation on November 2, 2026, and it was published on November 3, 2026. The committee said the Rs 157.27 offer price complied with the applicable takeover regulations and was fair and reasonable. It noted that the price equalled the 60-trading-day volume-weighted average market price on the National Stock Exchange before the August 20, 2026 public announcement.

The Rs 157.27 offer price is Rs 54.05 above the highest negotiated share price of Rs 103.22 under the August 20, 2026 share purchase agreement, as amended on October 22, 2026. The filing also identifies a Rs 105.87 per-share figure that includes consultancy fees payable by Kronox to sellers for transition-support services. Both stated transaction-price measures were below the offer price.

Indo Borax had deposited Rs 150.50739 crore in the open-offer escrow account as of September 16, 2026, representing 100% of the maximum open-offer consideration. As of the November 4, 2026 announcement, the filing said no statutory or other approval was required for Indo Borax or Zenrock to acquire validly tendered shares or to complete the underlying transaction.

When will the Indo Borax open offer be completed?

The Indo Borax tendering period is scheduled to finish on November 20, 2026, with the deadline for acceptance or rejection communication, payment of consideration, or return of shares set for December 7, 2026. The post-offer public announcement is due by December 14, 2026. These dates replaced the earlier indicative timetable in which tendering was due to run from October 15 to October 29, 2026.

The October 29, 2026 letter of offer was dispatched on October 30, 2026 to shareholders identified as of October 23, 2026. That identified date determined who received the document, not eligibility to participate. The filing says shareholders who became public holders after October 23 can tender shares during the November 6 to November 20 period.

The October 22, 2026 amendment to the share purchase agreement removed the lock-in on sellers' remaining Kronox shares and removed Indo Borax's right of first refusal over those holdings. Consultancy agreements with each seller were executed on September 29, 2026. The filing further says there was no competing offer and that the deadline for making one had expired.

Conclusion

Indo Borax's September 29, 2026 purchase of 64.26% of Kronox transferred both majority ownership and board representation to the acquirer. The reclassification of Indo Borax as promoter, the movement of the sellers to the public category, and an offer for up to the full 25.79% stated public holding establish the disclosed change of control.

The next dates to watch are the November 20, 2026 close of the tendering period, the December 7, 2026 payment or share-return deadline, and the December 14, 2026 post-offer announcement deadline. The filing says no approvals were required as of November 4, 2026, but the offer would become subject to any statutory or other approval that becomes applicable before tendering closes.