Kronox Lab Sciences Ltd

Record date for final dividend

• Final dividend of Rs 0.50 per equity share (face value Rs 10) for FY2025-26.
• Record date: Wednesday, September 09, 2026.
• Type of security: Equity shares.
• Purpose: payment of final dividend for FY2025-26.
• Dividend payable only if finally declared by the Board.
• No timelines for payment provided.

AGM Details

• AGM date/time/mode: 16 September 2026 at 11:00 AM via VC/OAVM.
• Record closure: 10-16 September 2026 (inclusive).
• Remote e-voting cut-off: 9 September 2026.
• Remote e-voting window: 13–15 September 2026.
• Scrutinizer for e-voting: Devesh Pathak & Associates.
• E-voting provider: KFin Technologies Limited.
• Notice/annual report available on company and exchange websites.

Ordinary Resolutions

• Adopt Audited Standalone Financial Statements for year ended March 31, 2026.
• Declare final dividend of Rs 0.50 per equity share.
• Re-appoint Jogindersingh Jaswal, retiring by rotation.
• Ratify cost auditor remuneration for FY 2026-27: Rs 90,000 plus taxes.

Special Business Resolutions

• Ratify remuneration payable to Cost Auditors for FY 2026-27.

Director Changes

• Re-appointment of Jogindersingh Jaswal as director.

Financials at a glance

• Revenue from operations ₹10122.0 Lakh in FY2025-26
• Total income ₹10641.4 Lakh in FY2025-26
• PBDT ₹3935.0 Lakh for FY2025-26
• Net profit after tax ₹2766.0 Lakh in FY2025-26
• EPS ₹7.51 per share
• Revenue grew 3.6% YoY; net profit grew 8.61%

Margins & profitability

• Operating EBITDA margin 33.86%
• Operating EBIT margin 31.83%
• PAT margin 25.99%
• ROCE 32.22%
• ROE 23.82%

Liquidity & cash flow

• CFO ₹2389.22 Lakh
• CF investing ₹-2382.02 Lakh
• CF financing ₹-36.20 Lakh
• Current ratio 7.60x
• Liquidity ratio 6.80x

Balance sheet & capital

• Total borrowings ₹160.7 Lakh; long-term ₹100.4, short-term ₹60.3
• Debt-equity 0.01x
• Net worth ₹11,612.7 Lakh
• Equity capital ₹3,710.4 Lakh
• Exports 32.39% of revenue

Operations & capacity

• Installed capacity 7,242 MTPA across three units near Vadodara
• Dahej Unit IV expansion: approvals received; start soon; full operation in three years
• Certifications: FSSC 22000, GMP, GLP, ISO 9001/14001/45001; Kosher/Halal
• Turnover crossed ₹100 Crores in 2024-25 and continued in 2025-26

Dividends & shareholder returns

• Final dividend 5% (₹0.50/share) for FY2025-26; proposed
• Dividend for FY2024-25 paid ₹0.50
• Dividend payout ₹185.40 Lakh
• Record date 9 Sep 2026

CSR & governance

• CSR spend ₹57.53 Lakh; 57.62 Lakh expended
• CSR policy and committee details on company site
• 7 board meetings; 6 Audit Committee meetings; CSR committee 1 meeting
• Independent directors’ declarations and governance statements

Financial performance

• Revenue from operations rose to ₹10122 lakh in FY26 from ₹10019.39 lakh FY25.
• Total income rose to ₹10641.4 lakh, up ~3.6% YoY.
• PBDT ₹3935.0 lakh; depreciation ₹204.8 lakh.
• Net profit after tax ₹2766.0 lakh; EPS ₹7.51.
• Current tax ₹972.0 lakh; deferred tax ₹7.7 lakh.
• PAT margin 25.99%; EBITDA margin 33.86%; EBIT margin 31.83%.
• ROCE 32.22%; ROE 23.82%; exports 32.39% of revenue.
• Current ratio 7.60; quick ratio 6.80.
• Cash flow from operating activities ₹2389.22 lakh.
• Net profit grew ~8.61% YoY; installed capacity 7242 MTPA; 3 facilities.
• Final dividend ₹0.50 per share; record date 9 Sep 2026; payout within 30 days.

Manufacturing capacity & facilities

• Installed capacity: 7,242 MTPA; 1.88 lakh sq ft area.
• Three manufacturing facilities located near Padra, Vadodara.
• Certifications: FSSC 22000, GMP, GLP; ISO 9001:2015, ISO 14001:2015, ISO 45001:2018.
• Kosher and Halal certifications where applicable.
• Dahej Unit IV expansion: 20,471 sq m land with CETP, BEIL, GPCB approvals.
• Unit IV construction to start; production expected by 2-3 years.
• Proximity to Kandla, Mundra, Hazira, Nhava Sheva ports supports import/export.

Dividend & capital allocation

• Proposed final dividend of ₹0.50 per share (5%).
• Dividend payout ₹185.4 lakh; record date 9 Sep 2026.
• Share capital unchanged at ₹3,710.4 lakh; retained earnings ₹7,634.8 lakh.
• CSR policy and spend disclosed on company website.

Debt & liquidity

• Total borrowings ₹160.7 lakh; long-term ₹100.4, short-term ₹60.3.
• Current ratio 7.60; cash/bank balances ₹4,874.1 lakh total.
• Cash flow: operating ₹2389.2 lakh; investing −₹2382.0 lakh; financing −₹36.2 lakh.

Governance & compliance

• AGM on 16 Sep 2026; VC/OAVM; remote e-voting.
• Statutory Auditor: Mahesh Udhwani & Associates; Secretarial Auditor: Devesh Pathak & Associates.
• Board size: 6; independent directors: 3; Audit Committee: 2 I.D. + 1 WTD.
• CEO/CFO certificate and independence declarations provided.

CSR & ESG

• CSR spend ₹57.53 lakh; expenditure ₹57.62 lakh; compliance review.
• Projects include education, heritage, animal welfare; detailed Annexures on company site.

Expansion & risks

• Unit IV Dahej expansion progressing; approvals in place; production expected by 2027-28.
• Geopolitical risks and currency/commodity price volatility may affect costs and supply chains.

Target overview

• Target: Kronox Lab Sciences Limited, listed on BSE and NSE in India.
• CIN L24117GJ2008PLC055460; registered office in Gujarat.
• Line of business: not disclosed.
• Presence: India.

Open offer details

• Open offer size: up to 9,570,000 Equity Shares (25.79% voting share capital).
• Offer price: ₹157.27 per share; total ₹₹1,50,50,73,900.
• Mode of payment: cash.
• Acquirer: Indo Borax and Chemicals Limited; PAC: Zenrock Chemicals Private Limited.
• Open offer not conditional on minimum acceptance.
• Rationale: to gain promoter control via stake acquisition.

Underlying transaction & promoter change

• Sellers: Ketan Ramani, Pritesh Ramani, Jogindersingh Jaswal.
• Pre-transaction promoter holding: 74.21%.
• SPA price: ₹103.22 per share; total ₹2,46,11,77,680.
• Sale shares: 2,38,44,000 (64.26%).
• Post-transaction promoter stake: 64.26%; PAC promoter group.
• Acquirer to become promoter; Sellers cease promoter status.
• Consultancy: ₹6.30 crore; 36 months.
• Consultancy adds ₹2.65 per share; SPA price ₹105.87.
• Sellers’ consultancy not linked to voting or management.
• Post-open offer promoter stake: 3,34,14,000 shares; 90.05%.

Valuation & consideration

• Open offer consideration: ₹1,50,50,73,900.
• SPA total consideration: ₹2,46,11,77,680.
• SPA price per share: ₹103.22; including consultancy ₹105.87.
• Open offer price: ₹157.27 per share.
• Underlying stake: 2,38,44,000 shares (64.26%).
• Post-Open Offer promoter stake: 3,34,14,000 shares; 90.05%.

Regulatory & timeline

• Regulatory approvals: SEBI SAST, LODR; other statutory approvals, if any.
• Open offer not subject to minimum acceptance.
• Delisting not intended.
• Detailed Public Statement due by Aug 28, 2026.
• Tendering period: 10 working days.
• Completion subject to satisfaction/waiver of conditions precedent.
• Independent director committee to provide recommendations.

Target background

• Products/services: not disclosed.
• Incorporation date: not disclosed.
• Turnover history: not disclosed.
• Location: Gujarat, India.

Open Offer Overview

• Acquirer: Indo Borax and Chemicals Limited; PAC: Zenrock Chemicals Private Limited.
• Target: Kronox Lab Sciences Limited.
• Trigger: Mandatory offer under SEBI SAST due to substantial acquisition and control via SPA.

Offer Details

• Open offer size: 95,70,000 shares, 25.79% of voting capital.
• Offer price: ₹157.27 per share; total ₹150.50 crore.
• Mode of payment: Cash.
• Type: Triggered, mandatory open offer.

Transaction Background

• Underlying SPA dated August 20, 2026 with the Sellers.
• Sellers to divest 2,38,44,000 shares (64.26%) at ₹103.22 per share.
• Consultancy arrangements raise price to ₹105.87 per share.
• Post-offer promoter status: Acquirer becomes Promoter; PAC becomes Promoter Group.
• Sellers cease to be promoter group on consummation.
• Conditions precedent include receipt of statutory approvals.

Post-Offer Impact

• Pre-offer acquirer shareholding: Nil; post-acceptance: 64.26% paid-up capital.
• Post-offer voting share: 90.05% on full acceptance.
• Promoter status after Open Offer: Acquirer as Promoter; PAC as Promoter Group.
• Delisting not intended.
• Minimum public shareholding: 25%; steps to restore if breached.

Timeline and Process

• Public Announcement date: 20 August 2026.
• Detailed Public Statement to be published by August 28, 2026.
• Tendering period: 10 working days.
• Opening/closing dates to be stated in the Letter of Offer.
• Eligibility: Public shareholders excluding promoters, acquirer, PAC, and SPA parties.

Other Material Information

• Regulatory approvals required: statutory approvals for SPA and Open Offer.
• Open Offer not conditional on minimum acceptance.
• Acquirer has firm financial arrangements to fund the offer.

Acquisition details

• Indo Borax to acquire 64.26% stake in Kronox Lab Sciences via a signed SPA.
• Purchase involves 2,38,44,000 equity shares at Rs 10 face value for Rs 246.12 crore.
• Open Offer approved to acquire up to 95,70,000 shares (25.79%) as PAC with Zenrock.
• Post-transaction promoters' stake reduced to 9.95% with transition support.
• Indicative completion timeline: about three months from SPA signing.
• Kronox FY2026 revenue ~INR 101 crore; PAT ~INR 28 crore.
• Open Offer size implies 25.79% stake in Kronox.
• Deal is subject to regulatory approvals and open offer completion.
• Promoters of Kronox will continue to hold 9.95% and provide transition support.

Transaction details

• Sale of 23,844,000 equity shares (64.26%) to Indo Borax & Chemicals and ZCPL under SPA.
• Acquirer and ZCPL to undertake mandatory tender offer to public shareholders under Takeover Regulations.
• Acquirer to appoint three nominee directors; sellers will resign from the board.
• Price per share: 103.22; inclusive consultancy fees 105.87 per share.
• Completion subject to conditions precedent; promoter status and control expected to shift on completion.
• Remaining promoter stake (9.95%) locked-in; post-completion reclassification to public.
• Upon completion, Acquirer promoted; ZCPL promoter group; 3 nominee directors appointed; sellers exit board.
• Acquirer and ZCPL currently hold no Kronox shares.

Key details

• SPA dated Aug 20, 2026 for sale of 23,844,000 Kronox shares (64.26%).
• Sellers are promoters; sale transfers 64.26% of paid-up equity.
• Acquirer Indo Borax & Chemicals Ltd and Zenrock to acquire shares from Sellers.
• Mandatory open offer to public shareholders under Takeover Regulations.
• Sale price 103.22 INR per share; inclusive consultancy 105.87 INR.
• Transfer involves 23.844 million shares; 64.26% of paid-up equity.
• Completion subject to conditions precedent and SPA terms.
• Acquirer to become promoter; ZCPL promoter group; Sellers to public.
• Acquirer to appoint three nominee directors; Sellers to resign.
• Sellers undertake non-compete/non-solicit; 9.95% remaining stake locked.