NSEUpdates2h ago · 20 Aug 2026, 01:11 pm
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Kronox Lab Sciences Limited · KRONOX
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Kronox Lab Sciences Limited has informed the Exchange regarding 'Announcement Of SPA Executed By Promoter'. The promoters have executed a Share Purchase Agreement with Indo Borax & Chemicals Limited and Zenrock Chemicals Private Limited for the sale of 2,38,44,000 equity shares, constituting approximately 64.26% of the total paid-up equity share capital of the Company.
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Earnings Impact5/10
Growth Catalyst2/10
Governance Concern8/10
Regulatory Risk9/10
Balance Sheet Risk6/10
Liquidity Impact4/10
Market Sentiment3/10
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Kronox Lab Sciences Limited has informed the Exchange regarding 'Announcement Of SPA Executed By Promoter'.
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Date: 20™ August, 2026
Kronox Lab Sciences
Limited
Block No. 353, Ekalbara
Padra,
Dist. Vadodara-391440
Dear Sir/Madam
Sub: INTIMATION UNDER REGULATION 30A READ WITH PARAGRAPH A(5A) OF PART
A OF SCHEDULE Il OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS 2015, AS AMENDED FROM TIME TO TIME
(“SEBI LODR REGULATIONS”) READ WITH SEBI MASTER CIRCULAR NO.
HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 (UPDATED ON JANUARY 30, 2026)
(“SEBI MASTER CIRCULAR”) .
Pursuant to the provisions of Regulation 30A read with paragraph A(5A) of Part A of
Schedule Ill of SEBI LODR Regulations, this is to kindly inform you that, we, 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 held by the Sellers (in aggregate) in Kronox
Lab Sciences Limited (the “Company”), constituting approximately 64.26% of the total
paid-up equity share capital of the Company to the Acquirer, subject to the terms and
conditions as set out in the SPA (“SPA Transaction”).
As a result of the SPA Transaction, the Acquirer along with ZCPL, in its capacity as
persons acting in concert with the Acquirer are required to make a mandatory tender
offer to the public shareholders of the Company in accordance with Regulation 3(1)
and Regulation 4 of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, as amended.
Details as required under SEBI LODR Regulations read with the SEBI Master Circular
is enclosed herewith as “Annexure I".
We request you to kindly take the above information on record.
Thanking you,
Signed and delivered by
Jogindersingh Gianchand Jaswal chandra Ramani Pritesh Vinodchandra Ramani
Place: Mumbai Place: Mumbai Place: Mumbai
ANNEXURE |
Details as required under Regulation 30 read with Regulation 30A and Paragraph A(SA) of Part A of Schedule
IIl of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the SEBI
Master Circular for Listed Entities:
Sr.No. Particulars Details
No, the listed entity, i.e. the Company is not a party to the SPA.
If the listed entity is a party to the
agreement:
. Details of the counterparties
(including name and relationship
with the listed entity)
If listed entity is not a party to the | The following promoters of the Company as listed in (i) have
agreement, entered into the SPA with the counterparties listed in (ii) below:
i. Name of the party entering into
2 the agreement and relationship
with the Company a. Mr. Ketan Vinodchandra Ramani, promoter holding
26.40% of the Company's share capital as on the date of the
SPA;
b. Mr. Pritesh Vinodchandra Ramani, promoter holding
21.40% of the Company's share capital as on the date of the
SPA; and
c. Mr. Jogindersingh Gianchand Jaswal, promoter holding
26.40% of the Company's share capital as on the date of the
SPA; (collectively, the “Sellers™).
The other parties to the SPA, namely Indo Borax & Chemicals
ii. Details of the counterparty(ies) | Limited (the “Acquirera”n)d Zenrock Chemicals Private Limited
to the agreement, including (“PAC”) are not related to the Company or to its promoter/
name and relationship with the | oomoter group. The Acquirer and the PAC do not hold any
Company shares in the Company, as on the date of execution of the SPA.
. R The SPA has been executed on August 20, 2026.
iii. Date of entering into the
agreement
Purpose of entering into the | The purpose of entering into the SPA is the sale and transfer by
3 agreement the Sellers to the Acquirer of an aggregate of 2,38,44,000 equity
shares held by the Sellers in the Company, constituting
approximately 64.26% of the total paid-up equity share capital
Sr. No. Particulars Details
of the Company, subject to the terms and conditions set out in
the SPA.
Shareholding, if any, of the Company
Not applicable, as neither the Acquirer nor the PAC holds any
in the Acquirer/ PAC, or of the
shares in the Company and vice versa.
Acquirer/ PAC in the Company as on
date
~ The SPA proposes the sale of 2,38,44,000 equity shares,
constituting approximately 64.26% of the total paid-up
equity share capital of the Company (out of the aggregate
74.21% held by the Sellers), by the Sellers to the Acquirer;
— The completion is subject to fulfilment of the conditions
precedent and other terms as set out in the SPA;
— Pursuant to the terms of the SPA, the Acquirer has agreed
to acquire shares entitling it to exercise more than twenty
five percent of the voting rights in the Company and
accordingly, the transaction shall be undertaken in
compliance with the SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 (“Takeover
Regulations”), including the fulfillment of the open offer
obligations, if any, triggered thereunder;
Significant terms of the agreement — The per share price for sale of shares under the SPA is
(in brief) 103.22° (Indian Rupees One Hundred and Three point Two
Two only);
~ The Sellers have undertaken certain non-compete and non-
solicit obligations for an identified period under the SPA;
— Each of the Sellers remaining shareholding aggregating to
9.95% is subject to a lock-in for the period (“Lock-in
Period”) specified in the SPA;
— Upon the expiry of the Lock-in Period, any proposed
transfer of the remaining equity shares by any Seller shall
be subject to the Acquirer’s right off irst refusal, as per the
terms of the SPA;
— Upon completion of the transaction under the SPA, the
Sellers shall cease to be in control of the Company and
shall be re-classified from being promoter(s) and/ or
members of the promoter group of the Company to the
‘public’ category in accordance with Regulation 31A(10)
of the SEBI LODR Regulations;
Sr. No. Particulars Details
— Upon completion of the transaction under the SPA, the
Acquirer will become and be classificd as the *promoter’
and ZCPL will become and be classified as the
‘promoter group’ of the Company in accordance with
provisions of the Takeover Regulations and the SEBI
LODR Regulations;
— Upon consummation of the SPA Transaction, the Sellers
will enter into a consultancy agreement with the Company;
— Upon completion of the Transaction under the SPA, the
Acquirer shall appoint 3 (three) nominee directors on the
board of directors of the Company (“Board™) and the
Sellers shall resign from the Board.
* The SPA Price of ¥103.22 per Equity Share is the price payable
under the SPA. However, the per equity share price inclusive of
the consultancy fees payable by the Company to each of the
Sellers pursuant to the 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.
Extent and nature of impact on
Upon completion of the SPA Transaction, the Acquirer shall
management or control of the
come to hold approximately 64.26% of the paid-up equity share
Company
capital of the Company, resulting in a change in the promoters
and in the management and control of the Company and the
Acquirer will become and be classified as the ‘promoter’ and
ZCPL will become and be classified as the ‘promoter group”
of the Company. The Sellers shall cease to be in control of the
Compananyd shall be re-classified from being promoter(s) and/
or members of the promoter group of the Company to the
‘public’ category in accordance with Regulation 31A(10) of the
SEBI LODR Regulations.
For the period between the date of execution of SPA and
completion of the transaction, the Sellers have undertaken, by
exercising their voting rights in the Company, to: (i) cause the
Details and quantification of the
restriction or liability imposed upon Company to operate its business in the ordinary co
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