Indo Borax buys 64.26% of Kronox for ₹246 crore deal

Deal closure makes Indo Borax the majority owner

Indo Borax & Chemicals Ltd has completed the acquisition of a 64.26% stake in Kronox Lab Sciences Ltd, making it the majority shareholder in the Vadodara-headquartered specialty chemicals company. The company disclosed that the acquisition involved 2,38,44,000 equity shares of Kronox. As per the company’s statement, the acquisition of these shares was finalised on September 29, 2026. The purchase value for the promoter stake was disclosed at ₹246.12 crore in filings and related reports. With this, Indo Borax becomes the controlling shareholder in Kronox Lab Sciences. The transaction marks a clear change in management and control at the listed chemicals firm.

Who sold the shares and what changed

The sellers were identified as Kronox Lab Sciences’ promoters: Ketan Vinodchandra Ramani, Pritesh Vinodchandra Ramani, and Jogindersingh Gianchand Jaswal. Under the agreement, these promoters agreed to sell 2.38 crore shares to Indo Borax. The price cited in the disclosures was ₹103.22 per share for the negotiated sale. Another disclosure also referenced ₹105.87 per share including a consultancy-linked consideration. Once the transaction is consummated under the takeover framework, Indo Borax is set to be classified as the “promoter” of the target company. Zenrock Chemicals Private Limited, which is acting alongside Indo Borax in the transaction, will be part of the “promoter group.” The existing promoters will cease to be in control and are to be reclassified into the public category under Regulation 31A(10) of the SEBI LODR Regulations.

Share Purchase Agreement signed on August 20, 2026

The acquisition traces back to a share purchase agreement (SPA) dated August 20, 2026. Indo Borax & Chemicals Ltd, along with its promoter Zenrock Chemicals Private Limited acting as a person acting in concert (PAC), signed the SPA to acquire 64.26% of Kronox Lab Sciences. The SPA covered 2,38,44,000 equity shares of face value ₹10 each, aggregating to ₹246.12 crore in consideration. Disclosures around the SPA explicitly stated that the transaction would result in a change in promoters and in the management and control of the company. The acquisition was expected to be completed within three months of signing the SPA. The sellers also agreed to provide transition support following the acquisition, as stated in the reports.

Funding details: ₹225 crore loan cited

Indo Borax & Chemicals also disclosed that it availed ₹225 crore in funding from a lending institution to finance the acquisition of equity shares of Kronox Lab Sciences Limited. In the same set of disclosures, the transaction was described as being completed on September 23, 2026. Separately, the company stated that the acquisition of 2,38,44,000 equity shares was finalised on September 29, 2026. The two dates appear in the public disclosures as completion and finalisation milestones tied to the same acquisition process. The key outcome across the disclosures is consistent: Indo Borax emerges as the controlling shareholder.

Mandatory open offer triggered under SEBI takeover rules

Following the acquisition of a substantial stake, Indo Borax initiated a mandatory public offer under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The company published a Detailed Public Statement (DPS) for the open offer to acquire shares from public shareholders of Kronox Lab Sciences. The open offer is for up to 95,70,000 fully paid-up equity shares, representing 25.79% of the target’s voting share capital. The offer price has been set at ₹157.27 per share. Indo Borax is the acquirer, and Zenrock Chemicals Private Limited is the PAC for the offer. The DPS also states that, pursuant to the open offer and consummation of the underlying transaction, Indo Borax will acquire and exercise sole control over the target company.

Open offer timetable: October 15 to October 29, 2026

The tendering period for the open offer is scheduled to commence on October 15, 2026, and close on October 29, 2026. This timetable places the open offer after the announced completion of the promoter stake purchase. The disclosures position the open offer as the next step required under takeover regulations after the acquirer crossed the control threshold. Investors tracking Kronox will now focus on the open offer process, including participation levels from public shareholders. The offer size, at 25.79%, is large enough to materially change the public float depending on acceptance. The offer price of ₹157.27 is separate from the negotiated promoter transaction price cited at ₹103.22 per share in the SPA disclosures.

Board and management changes outlined in filings

Regulatory reporting around the transaction indicated a management reshuffle following completion. Indo Borax will appoint three nominee directors to Kronox’s board. The existing promoters are expected to resign as directors following completion of the transaction, as mentioned in the filings and related reports. The disclosures also clarify the classification changes expected once the takeover process is completed: Indo Borax becomes the promoter and Zenrock becomes the promoter-group entity. The outgoing promoter sellers are to be reclassified as public shareholders once they cease to be in control. These steps align with the typical compliance path under SEBI SAST and SEBI LODR regulations when control changes hands.

Ownership context: promoter holding was 74.18% as of March 2026

As of March 31, 2026, promoter holding in Kronox Lab Sciences was reported at 74.18%. The 64.26% stake being acquired represents a controlling portion of the company’s paid-up equity capital. The open offer targets a further 25.79% from public shareholders, which could increase the acquirer’s stake further depending on acceptance. The combination of an SPA-driven control acquisition and a mandatory open offer is a standard structure under India’s takeover framework when an acquirer crosses specified thresholds. For minority shareholders, the open offer creates an exit option at the stated offer price. For Kronox, the shift implies a new promoter-led structure and governance changes via board reconstitution.

Key facts table

Market impact and why the structure matters

The immediate market relevance is the change in control at a listed specialty chemicals company through a negotiated promoter stake sale and a subsequent mandatory open offer. The disclosed transaction value of ₹246.12 crore for 64.26% establishes the cost base for the controlling block, while the open offer price of ₹157.27 sets the terms for public shareholder participation. Disclosures also indicate a governance transition, including the appointment of three nominee directors by Indo Borax and the resignation of existing promoter-directors after completion. The reclassification of outgoing promoters into the public category under Regulation 31A(10) is another concrete change that affects shareholding categories and governance reporting.

What to watch next

The next identified milestone is the open offer tendering window from October 15 to October 29, 2026. Investors will watch for the final outcome of the open offer process, including how many shares are tendered by public shareholders within the permitted 25.79% limit. Filings also indicate that Indo Borax will be classified as the promoter and Zenrock as promoter group upon consummation of the underlying transaction and open offer. Separately, the transition support from the outgoing promoters, as referenced in reports, provides operational continuity during the change in control. Any further exchange filings around board changes and promoter reclassification will be key documents for shareholders to monitor.