Indo Borax & Chemicals Limited — Important, 30-12-2025: Disclosure of material issue

Zenrock Chemicals along with partners is launching an Open Offer to acquire a significant stake in Indo Borax & Chemicals Ltd. (#INDOBORAX). Here's what investors need to know:

**The Issue:** Zenrock Chemicals and its partners (India Special Assets Fund III, ISAF III Onshore Fund, Special Situation India Fund) have acquired a controlling stake of 50.80% in Indo Borax from its existing promoters through a Share Purchase Agreement (SPA) at ₹256.30 per share, totaling ₹417.77 Cr. This deal triggers a mandatory open offer for public shareholders.

**Possible Impact:**

* **New Control:** Zenrock Chemicals will gain sole control of Indo Borax and become its new promoter. The previous promoters will be declassified.

* **Open Offer for Public:** Public shareholders have an opportunity to sell up to 26% of their shares in Indo Borax at ₹256.30 per share, amounting to a maximum consideration of ₹213.84 Cr. If more shares are tendered, acceptance will be on a proportionate basis.

* **Business Continuity:** Zenrock Chemicals intends to continue Indo Borax's existing business of manufacturing boron products and plans to support its management and employees for sustained growth. There are no immediate plans to delist the company or dispose of material assets (outside of normal business or streamlining operations).

* **Public Shareholding:** If the public shareholding falls below 25% after the offer, Zenrock Chemicals is committed to taking steps to ensure compliance with minimum public shareholding requirements.

* **Financials (Target Company - 6 months ended Sep 30, 2025):** Revenue from operations stood at ₹111.42 Cr, with a Profit After Tax of ₹26.47 Cr. Earnings Per Share (EPS) was ₹8.25 (not annualized), and Book Value Per Share was ₹112.49.

**Company’s Response/Mitigation Plan:**

* Indo Borax's Board of Directors will form an independent committee to provide its written reasoned views on the Open Offer to public shareholders.

* The Acquirer has made firm financial arrangements for the Open Offer, with ₹213.84 Cr deposited in an escrow account.

* The Acquirer has stated no intention to adversely impact employees or business locations.

**Investor Action:**

* **Offer Price:** ₹256.30 per share, payable in cash.

* **Tendering Period:** Expected to commence on Friday, February 06, 2026, and close on Thursday, February 19, 2026.

* **Decision Time:** Public shareholders can choose to tender their shares in full or in part during this period.

* **Tax Implications:** Capital gains tax and Securities Transaction Tax (STT) may apply to shares tendered. Consult your tax advisor for personalized advice.

📢 This is a significant ownership change for Indo Borax. Public shareholders should carefully consider the offer price, the proportionate acceptance clause, and the future outlook under new management before deciding whether to participate. #OpenOffer #Equity #Takeover