Indo Borax Open Offer for 25.79% of Kronox Lab

Open Offer Details

Offer Specifications

• Offer Size: 95,70,000 equity shares (25.79% of voting share capital)
• Offer Price: ₹157.27 per equity share
• Total Consideration: ₹150,50,73,900 (assuming full acceptance)
• Mode of Payment: Cash payment by Acquirer
• Offer Type: Triggered mandatory offer (not subject to minimum acceptance)
• Delisting Intent: No intention to delist Target Company

Underlying Transaction

Share Purchase Agreement dated August 20, 2026:

• Acquisition: 2,38,44,000 equity shares (64.26% of paid-up equity capital)
• Sellers: Ketan Vinodchandra Ramani (26.40%), Pritesh Vinodchandra Ramani (21.40%), Jogindersingh Gianchand Jaswal (26.40%)
• SPA Price: ₹103.22 per equity share
• Total SPA Consideration: ₹246,11,77,680
• Effective Price with Consultancy: ₹105.87 per equity share (including ₹2.65 consultancy fee component)

Consultancy Agreements

• Term: 36 months transition support consultancy services
• Consultants: All three Sellers
• Total Consultancy Fee: ₹6,30,00,000 payable by Target Company
• No management rights: Sellers receive no voting rights, board representation, or special rights

Post-Transaction Shareholding Structure

After SPA Completion:

• Acquirer: 64.26% (2,38,44,000 shares)
• Sellers: 9.94% (36,90,000 shares collectively)
• Public: 25.79% (95,70,000 shares)

After Full Open Offer Acceptance:

• Acquirer: 90.05% (3,34,14,000 shares)
• Public: 9.95% (remaining public float)

Timeline and Documentation

• Detailed Public Statement: To be published by August 28, 2026 (within 5 working days)
• Publication Requirements: English national daily, Hindi national daily, regional language newspaper at Vadodara (Target Company registered office), and regional language newspaper at Mumbai (maximum trading volume location)

Financial Arrangements

• Acquirer and PAC confirm adequate financial resources and firm arrangements for financing the open offer consideration
• Open Offer and Underlying Transaction subject to satisfaction of conditions precedent specified in SPA

Target Company Information

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