Zenrock Chemicals Completes Open Offer for Indo Borax & Chemicals, Acquires 24.45 Lakh Shares

Zenrock Chemicals Private Limited, along with persons acting in concert (PACs) comprising India Special Assets Fund III, ISAF III Onshore Fund, and Special Situation India Fund, has successfully completed the open offer for the acquisition of equity shares of Indo Borax & Chemicals Limited . The offer, managed by IIFL Capital Services Limited (formerly known as IIFL Securities Limited), was conducted in compliance with the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The open offer opened on April 10, 2026, and closed on April 24, 2026, with payment of consideration scheduled for April 30, 2026. The offer price was fixed at ₹256.30 per fully paid-up equity share of face value ₹1.00 each. A total of 24,44,934 equity shares were tendered by public shareholders during the offer period, all of which were accepted. The total consideration paid for the accepted shares amounted to ₹62,65,34,064.20.

Offer Details and Shareholding Pattern

The open offer was initially proposed for the acquisition of up to 83,43,400 equity shares, representing 26.00% of the voting share capital. However, the actual tendering was lower than the maximum offer size. Out of the total shares tendered, 24,44,534 shares were in dematerialised form and were validly tendered and accepted, while 400 shares tendered in physical form were rejected as they were not validly tendered.

Particulars Proposed in LOF Actuals Offer Price (per Equity Share) ₹256.30/- ₹256.30/- Aggregate number of shares tendered 83,43,400 24,44,934 Aggregate number of shares accepted 83,43,400 24,44,934 Size of the Offer ₹2,13,84,13,420.00 ₹62,65,34,064.20

Prior to the open offer, the acquirer and PACs had already acquired 1,63,00,230 equity shares representing 50.80% of the expanded voting share capital through a share purchase agreement consummated on January 23, 2026. This included 98,82,230 shares acquired by Zenrock Chemicals (30.80%), 23,87,496 shares by India Special Assets Fund III (7.44%), 24,26,004 shares by ISAF III Onshore Fund (7.56%), and 16,04,500 shares by Special Situation India Fund (5.00%).

Post-Offer Shareholding Structure

Following the completion of the open offer, the combined shareholding of the acquirer and PACs increased to 1,87,44,764 equity shares, representing 58.41% of the expanded voting share capital. Zenrock Chemicals' individual holding stands at 1,23,26,764 shares (38.41%), while the PACs' holdings remain unchanged from their pre-offer acquisitions.

Entity Pre-Offer Holding Post-Offer Holding Zenrock Chemicals (Acquirer) 98,82,230 shares (30.80%) 1,23,26,764 shares (38.41%) India Special Assets Fund III (PAC 1) 23,87,496 shares (7.44%) 23,87,496 shares (7.44%) ISAF III Onshore Fund (PAC 2) 24,26,004 shares (7.56%) 24,26,004 shares (7.56%) Special Situation India Fund (PAC 3) 16,04,500 shares (5.00%) 16,04,500 shares (5.00%) Total Acquirer and PACs 1,63,00,230 shares (50.80%) 1,87,44,764 shares (58.41%)

The public shareholders' post-offer shareholding stands at 1,33,45,236 equity shares, representing 41.59% of the expanded voting share capital. The post-offer advertisement was published in Financial Express (All Edition), Jansatta (All Edition), and Navshakti (Mumbai Edition) on May 4, 2026, in accordance with Regulation 18(12) of the SEBI (SAST) Regulations. MUFG Intime India Private Limited (formerly Link Intime India Private Limited) acted as the Registrar to the Offer.

Indo Borax & Chemicals Limited has successfully completed its postal ballot process, with shareholders approving all eight proposed resolutions through remote e-voting. The voting process concluded on April 15, 2026, demonstrating strong shareholder support for the company's board restructuring initiatives.

Postal Ballot Process Overview

The remote e-voting commenced on March 17, 2026, at 9:00 AM and concluded on April 15, 2026, at 5:00 PM. The company utilized MUFG Intime India Private Limited as the e-voting service provider, with CS Mannish L. Ghia of Manish Ghia & Associates serving as the scrutinizer.

Parameter: Details Record Date: March 13, 2026 Total Shareholders: 21,047 Outstanding Shares: 32,090,000 Voting Period: March 17 - April 15, 2026 Shares Voted: 16,763,453 Voting Percentage: 52.24%

Key Management Appointments

The most significant resolutions involved the appointment of key executive positions. Suresh Kalra (DIN: 02833715) was appointed as both Director and Managing Director & Chief Executive Officer through separate resolutions. His appointment as Director received 99.9997% approval with 16,763,402 votes in favor, while his appointment as Managing Director & CEO garnered 99.29% support with 16,645,231 favorable votes.

Harsh Malhotra (DIN: 10785742) was appointed as both Director and Executive Director, with both resolutions receiving identical support of 99.29% approval and 16,644,981 votes in favor.

Board Composition Changes

Shareholders approved the appointment of Sunil Malhotra (DIN: 00361641) as Non-Executive Non-Independent Director with overwhelming support of 99.9997%, receiving 16,763,152 favorable votes.

Independent Director Appointments

Three new independent directors were appointed with exceptional shareholder support:

Director: DIN Votes in Favor Approval Rate Ms. Prajnaparamita Sarkar: 08525955 16,763,402 99.9997% Mr. Parameswaranpillai Naga Prasad: 07430506 16,763,402 99.9997% Mr. Rakesh Kumar Shrivastava: 03423423 16,763,402 99.9997%

Voting Pattern Analysis

The voting results demonstrated strong alignment between different shareholder categories. Promoter and Promoter Group, holding 16,300,230 shares, voted unanimously in favor of all resolutions with 100% participation. Public institutions showed 31.53% participation with 194,567 votes from their total holding of 617,165 shares. Public non-institutional shareholders had lower participation at 1.77% but showed strong support for most resolutions.

Resolution Categories

Of the eight resolutions passed, four were ordinary resolutions requiring simple majority, while four were special resolutions requiring three-fourths majority. All resolutions met their respective voting thresholds comfortably.

Resolution Type: Count Success Rate Ordinary Resolutions: 4 100% Special Resolutions: 4 100%

The company published the mandatory advertisement in The Free Press Journal (English) and Navshakti (Marathi) on March 17, 2026, ensuring proper disclosure to shareholders. The scrutinizer's report confirmed that all procedural requirements under the Companies Act, 2013, and SEBI regulations were duly followed throughout the postal ballot process.

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