Indo Borax & Chemicals Ltd

Transaction overview

• SPA signed to acquire 64.26% stake in Kronox Lab Sciences.
• Aggregate consideration for Kronox shares: Rs 246.12 crore.
• Open Offer of up to 95,70,000 shares (25.79%) with Zenrock Chemicals as PAC.
• Indicative completion timeline: about three months from signing the SPA.
• Post-transaction Kronox promoters to hold 9.95% and provide transition support.

Target and deal overview

• Target: Kronox Lab Sciences Limited, high-purity specialty chemicals manufacturer.
• Turnover (FY25-26): ₹31,01,21,98,447.
• Not a related party; promoters have no interest.
• Industry: high-purity specialty chemicals; diversified end-user applications.
• Purpose: diversify Indo Borax's portfolio by acquiring Kronox.
• Regulatory approvals: none required.
• Completion timeline: within 3 months of public announcement.
• Consideration: cash; SPA price ₹103.22 per sale share; Open Offer ₹157.27 per share.
• Control acquired: 2,38,44,000 shares (64.26%); Open Offer up to 95,70,000 shares (25.79%).
• Background: Kronox Lab Sciences Limited engaged in manufacturing high purity specialty fine chemicals.
• Authorized capital ₹54,00,00,000; paid-up ₹37,10,40,000.

Borrowing limits

• Purpose: Special resolution to approve borrowing limits up to Rs 400 crore.
• Type: Special resolution under Section 180(1)(c).
• Cap on borrowings: Rs 400 crore; allowed from time to time.
• Borrowings may be from banks, financial institutions, mutual funds or lenders.
• e-voting window: Aug 12, 2026 to Sep 10, 2026; cut-off Aug 7, 2026.
• Process: MUFG Intime e-voting; Scrutinizer: CS Sandhya Malhotra.
• Outcome: Not yet decided; results to be announced after voting.
• Deemed pass date: Sep 10, 2026 if approved by requisite majority.
• Cut-off date for voting eligibility: Aug 7, 2026.
• E-voting commencement: Aug 12, 2026, 9:00 AM.

Financial highlights

• Q1 FY27 net profit up 59.31% YoY to Rs 16.25 crore.
• Operating income rose 31.34% YoY to Rs 70.36 crore.
• EBITDA at Rs 19.80 crore, up 62.16% YoY.
• EBITDA margin at 28.1%, up 530 bps.
• PAT margin 22.3%; EPS Rs 5.07.

Governance and corporate actions

• Board approves amalgamation of Indoborax Infrastructure Private Ltd with Indo Borax Chemicals, subject to approvals.

Outlook and management commentary

• Management cites robust demand across applications and strong capacity utilisation.
• Management expects to sustain growth momentum moving forward.

Financial results and notices

• Unaudited standalone and consolidated results for quarter ended June 30, 2026 approved.
• Limited Review Report on these results issued by the statutory auditors.
• Draft Postal Ballot Notice for shareholder approvals will be dispatched after submission to stock exchanges.
• Financial results will be available on the company website.

AGM Details

• Held on 28 July 2026 at 11:00 IST via VC/OAVM.
• Concluded at 12:17 IST; quorum present; no physical attendance.
• Remote e-voting conducted 24–27 July; results to be announced after Scrutinizer’s Report.
• Board approved shifting registered office to new Mumbai address from Aug 1, 2026.

Key Resolutions

• Ordinary: adopt audited financial statements for the year ended 31 March 2026.
• Ordinary: declare dividend of Rs 40 per equity share (Rs 10 final + Rs 30 special).
• Ordinary: re-appointment of Sunil Malhotra as director.
• Special: ratify remuneration of Cost Auditors for FY 2026-27.

Voting Status

• Adoption of financial statements: voting results not disclosed yet.
• Dividend: voting results not disclosed yet.
• Re-appointment of Sunil Malhotra: voting results not disclosed yet.
• Cost Auditor remuneration: voting results not disclosed yet.

Dividend

• Dividend per share: Rs 40, comprising final Rs 10 and special Rs 30.

Director Changes

• Sunil Malhotra to be re-appointed as director.

Governance Updates

• Registered office shift approved; new Mumbai address effective Aug 1, 2026.

Other Details

• Total attendees via VC/OAVM: 75.

Dividend proposal and AGM status

• Board recommends total dividend Rs 40 per share (Rs 10 final, Rs 30 special).
• Subject to shareholders’ approval at AGM dated 28 July 2026.
• Dividend tax withholding will apply per Income Tax Act 2025.

TDS and tax-related requirements

• TDS on dividend will be deducted at payout if AGM approves payment.
• Nil tax for resident individuals if TY 2026-27 dividend ≤ Rs 10,000.
• Resident withholding rates: 10% with PAN; 20% without PAN.
• Non-residents: 20% or treaty rate; FIIs/FPI 20% plus surcharge/cess.
• Documents required: PAN, tax residency certificate, Form 41, Annexures A-F; deadline 20 July 2026.
• Upload of documents via MUFG Intime forms by July 20, 2026.

Shareholder data update and communications

• Update KYC data (PAN, email, address, phone, bank) with RTA or DP as applicable.
• Soft copy of TDS certificate will be emailed post-dividend payment.
• Dividend-related forms annexures available for download; links provided in communication.
• Document upload portal link for Form 121/41 submissions by 20 July 2026.
• Contact MUFG Intime for queries; AGM date remains 28 July 2026.

Dematerialisation processing and listing

• Dematerialisation requests received during the reporting quarter were confirmed to depositories by the registrar.
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository's name substituted as registered owner within timelines.