Key Transaction Details
Promoters Mr. Ketan Vinodchandra Ramani, Mr. Pritesh Vinodchandra Ramani, and Mr. Jogindersingh Gianchand Jaswal (collectively "the Sellers") have executed a Share Purchase Agreement (SPA) dated August 20, 2026 with Indo Borax & Chemicals Limited ("Acquirer") and Zenrock Chemicals Private Limited ("ZCPL") for the sale of an aggregate of 2,38,44,000 equity shares in Kronox Lab Sciences Limited.
Shareholding Details
The shares being sold constitute approximately 64.26% of the total paid-up equity share capital of the Company. The individual promoter holdings as of the SPA date were:
- Mr. Ketan Vinodchandra Ramani: 26.40%
- Mr. Pritesh Vinodchandra Ramani: 21.40%
- Mr. Jogindersingh Gianchand Jaswal: 26.40%
Collectively, the sellers held 74.21% of the company's share capital prior to the transaction.
Transaction Terms
The per share price for the sale is ₹103.22 (Indian Rupees One Hundred and Three point Two Two only). The effective price per equity share, inclusive of consultancy fees payable by the Company to each of the Sellers pursuant to transition support consultancy arrangements (considered in accordance with Regulation 8(7) of the SEBI (SAST) Regulations), is ₹105.87 (Indian Rupees one hundred five point eight seven only) per Equity Share.
Conditions and Obligations
The completion is subject to fulfilment of conditions precedent and other terms as set out in the SPA. The Sellers have undertaken certain non-compete and non-solicit obligations for an identified period. Each of the Sellers' remaining shareholding aggregating to 9.95% is subject to a lock-in for a specified period ("Lock-in Period"). Upon expiry of the Lock-in Period, any proposed transfer of remaining equity shares by any Seller shall be subject to the Acquirer's right of first refusal.
Management and Control Impact
Upon completion of the transaction:
- The Acquirer will hold approximately 64.26% of the paid-up equity share capital
- The Acquirer will become classified as the 'promoter' and ZCPL will become classified as the 'promoter group' of the Company
- The Sellers shall cease to be in control of the Company and shall be re-classified from being promoters to the 'public' category in accordance with Regulation 31A(10) of the SEBI LODR Regulations
- The Acquirer shall appoint 3 (three) nominee directors on the board of directors
- The Sellers shall resign from the Board
- The Sellers will enter into a consultancy agreement with the Company
Interim Restrictions
For the period between the SPA execution and transaction completion, the Sellers have undertaken to cause the Company to operate its business in the ordinary course and not undertake certain actions without prior written approval of the Acquirer, including entering into material contracts, creating encumbrances over assets, availing financing, or changing accounting policies.
Relationship Between Parties
The Acquirer and ZCPL are not related to the Company or its promoter/promoter group. Neither holds any shares in the Company as of the SPA execution date. The transaction does not fall within the ambit of related party transactions of the Company.
Disclosure Timeline
The disclosure is being made within 24 hours of the Company becoming aware of the SPA Transaction, in compliance with Regulation 30(6) of the LODR Regulations.
Future Disclosures
The Company shall make further/updated disclosures as required under SEBI LODR Regulations upon receipt of additional information from the Sellers/Acquirer or upon completion of the SPA Transaction.