Key Quantitative Figures

  • Offer Size: 95,70,000 Equity Shares representing 25.79% of Voting Share Capital
  • Offer Price: ₹157.27 per Equity Share
  • Maximum Consideration: ₹1,50,50,73,900 (assuming full acceptance)
  • Underlying Transaction Size: 2,38,44,000 Equity Shares (64.26% stake) for ₹2,46,11,77,680
  • Consultancy Fee: ₹6,30,00,000 payable by Target Company to sellers over 36 months
  • Escrow Amount: ₹38,00,00,000 deposited with Kotak Mahindra Bank Limited
  • Face Value per Share: ₹10.00
  • Total Paid-up Capital: 3,71,04,000 Equity Shares

Dates of Action

  • Public Announcement: August 20, 2026
  • Detailed Public Statement Publication: August 28, 2026
  • Draft Letter of Offer Filing: September 4, 2026
  • Identified Date: September 30, 2026
  • Letter of Offer Dispatch: October 8, 2026
  • Tendering Period: October 15, 2026 to October 29, 2026 (both days inclusive)
  • Payment Completion Deadline: November 13, 2026
  • Post-Offer Announcement: November 20, 2026

Parties Involved

Acquirer: Indo Borax and Chemicals Limited (CIN: L24100MH1980PLC023177)

PAC: Zenrock Chemicals Private Limited (CIN: U20110MH2025PTC445086)

Target Company: Kronox Lab Sciences Limited (CIN: L24117GJ2008PLC055460)

Sellers: Ketan Vinodchandra Ramani (85,66,400 shares), Pritesh Vinodchandra Ramani (67,11,200 shares), Jogindersingh Gianchand Jaswal (85,66,400 shares)

Manager to Open Offer: IIFL Capital Services Limited (formerly IIFL Securities Limited)

Registrar to Offer: KFin Technologies Limited

Escrow Agent: Kotak Mahindra Bank Limited

Buying Broker: IIFL Capital Services Limited

Purpose and Rationale

The Open Offer is a mandatory offer made pursuant to Regulations 3(1) and 4 of SEBI (SAST) Regulations triggered by the execution of Share Purchase Agreement dated August 20, 2026, where the Acquirer agreed to acquire 64.26% of Target Company's equity shares from the Sellers. The objective is substantial acquisition of Equity Shares and sole control over the Target Company with a view to expand operations.

Financial and Operational Impact

  • Control Change: Acquirer will acquire and exercise sole control over Target Company
  • Promoter Reclassification: Acquirer will become classified as 'promoter' while PAC will become 'promoter group'
  • Existing Promoters: Sellers will be reclassified from promoter/promoter group to 'public' category holding 36,90,000 shares (9.95%)
  • Public Shareholding: Minimum 25% public shareholding requirement must be maintained as per Regulation 38 of SEBI (LODR) Regulations
  • Marketable Lot: 1 Equity Share
  • No Minimum Acceptance: Offer is not conditional upon any minimum level of acceptance

Capital Structure Impact

  • Pre-Offer Acquirer Holding: Nil shares (0%)
  • Post-Offer Acquirer Holding: 3,34,14,000 shares (90.05%) assuming full acceptance of Open Offer
  • Post-Offer Public Holding: Reduced from 25.79% to 0%
  • Dilution: No dilution as this is an acquisition offer

Cash Flow Implications

  • Outflow for Acquirer: Up to ₹1,50,50,73,900 for Open Offer consideration plus ₹2,46,11,77,680 for underlying transaction
  • Inflow for Sellers: ₹2,46,11,77,680 from share sale plus ₹6,30,00,000 consultancy fees
  • Escrow Arrangement: ₹38,00,00,000 deposited in escrow account
  • Payment Timeline: Consideration payable within 10 Working Days from closure of Tendering Period

Conditions and Approvals

  • No Statutory Approvals Required: As per Acquirer's knowledge, no statutory approvals required for Open Offer completion
  • Subject to SEBI Approval: Final Letter of Offer subject to SEBI approval
  • Withdrawal Conditions: Open Offer may be withdrawn under Regulation 23(1) for reasons outside reasonable control including refusal of statutory approvals or termination of SPA
  • Non-Resident Approvals: Non-resident shareholders must obtain requisite RBI and other approvals for tendering shares

Risk Factors

  • Underlying Transaction Conditions: SPA subject to conditions precedent and warranties
  • Approval Risks: Delay or non-receipt of statutory approvals may delay or prevent Offer completion
  • Litigation Risk: Court stays or SEBI instructions may delay or rescind Offer
  • Market Price Risk: Share price fluctuations during tender period
  • Tax Implications: Capital gains tax and securities transaction tax applicable to accepting shareholders
  • Public Shareholding Compliance: Acquirer must ensure minimum 25% public shareholding maintained

Settlement Procedure

  • Tendering Mechanism: Through Stock Exchange Acquisition Window
  • Designated Stock Exchange: BSE Limited
  • Demat Shares: Tendered through selling brokers with lien marking
  • Physical Shares: Require complete documentation including share certificates, transfer deeds, and Form of Acceptance
  • Settlement Timeline: Within 10 Working Days from Tendering Period closure
  • Non-Resident Requirements: Additional documentation including RBI approvals and tax declarations

Tax Considerations

  • STT Applicable: 0.10% on both purchase and sale through exchange mechanism
  • Capital Gains Tax: LTCG (holding >12 months) taxable at 12.5% after grandfathering benefits; STCG (holding ≤12 months) taxable at 20%
  • Withholding Tax: No TDS for resident shareholders; specific provisions for non-residents depending on tax treaty benefits
  • Documentation Requirements: PAN, TRC, Form 10F for non-residents to claim treaty benefits
  • Interest Payments: If applicable for delayed payments, tax withholding may apply

The Open Offer is made in compliance with SEBI (SAST) Regulations and represents a significant change of control transaction in Kronox Lab Sciences Limited, providing public shareholders an opportunity to exit at the Offer Price of ₹157.27 per share.