Kronox Lab Sciences Ltd

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.

Kronox Lab Sciences Ltd — Trading Window closed from 1 October 2026; will open 48 hours after the announcement to the Stock Exchange of the Unaudited Financial Results of the Quarter and Half Year ending on 30 September 2026 by the Board of Directors in upcoming Board Meeting