Control changes hands: 64.26% stake transferred to Indo Borax, promoters cease, entire board and KMP reshuffled

Change of control completed.

Tue 29 Sep 2026

Stake Transferred

2,38,44,000 equity shares (64.26% of paid-up equity)

Transfer Date

September 29, 2026

Acquiring Company

Indo Borax & Chemicals Limited

Former Sellers' Remaining Stake

36,90,000 shares (9.95% of voting capital)

Promoter Status Change

Former promoter group ceased to be promoter/promoter group

What happened

The share purchase agreement dated August 20, 2026 has been completed. The Sellers — Mr. Ketan Vinodchandra Ramani, Mr. Pritesh Vinodchandra Ramani and Mr. Jogindersingh Gianchand Jaswal — transferred 2,38,44,000 equity shares, being 64.26% of the total paid-up equity share capital, to Indo Borax & Chemicals Limited (Purchaser) on September 29, 2026. Zenrock Chemicals Private Limited was also a party to the SPA.

After the sale, the Sellers collectively hold 36,90,000 equity shares, or 9.95% of the voting share capital. Each of the Sellers, along with other members of the promoter group, has ceased to be a member of the promoter/promoter group with effect from completion of the sale transaction, under Regulation 31A(10).

The Board met on September 29, 2026 from 04:00 P.M. to 5:15 P.M. and took on record and approved the transfer of the Sale Shares along with the leadership changes.

New appointments (each for 5 years, subject to shareholder approval)

• Mr. Suresh Kalra — additional director, Managing Director and Chief Executive Officer
• Mr. Sunil Malhotra — additional director (executive, non-independent) and Whole-time Director, liable to retire by rotation
• Mr. Harsh Malhotra — additional director (executive, non-independent), liable to retire by rotation; he is the son of Mr. Sunil Malhotra
• Mr. Amit Kumar Sharma, Ms. Anuradha Suneet Maheshwari and Mr. Dhananjay Tapasvi — additional directors (non-executive, independent)
• Mr. Shashikant Bharuka — Chief Financial Officer and Key Managerial Personnel, term of 5 years

The company confirmed the incoming directors are not debarred from holding office by any order of SEBI or other authority.

Exits, all on September 29, 2026

• Mr. Jogindersingh Gianchand Jaswal resigned as Managing Director, effective immediately on delivery of his resignation letter; he ceased to be KMP and a member of the Stakeholders Relationship and CSR Committees
• Mr. Ketan Ramani resigned as executive director; ceased to be KMP and a member of the Audit and CSR Committees
• Mr. Pritesh Vinodchandra Ramani resigned as executive director; ceased to be KMP and a member of the Stakeholders Relationship Committee
• Mr. Samir Gadhiya resigned as Chief Financial Officer; ceased to hold any position, including as KMP
• Independent directors Mr. Parth Shah, Ms. Krutika Arunkumar Negandhi and Mr. Satish Kumar resigned with effect from the closure of business on September 29, 2026, and cease to be members of their respective committees

Committees

The Board, by resolution passed on September 29, 2026, reconstituted the Audit Committee, the Nomination and Remuneration Committee and other committees under Regulations 18, 19 and 20.

Why it matters

This is a completed change of control rather than a proposal. Ownership, the board and the senior management team have all changed on the same day, so the company's strategy and operating decisions will now be driven by the new controlling shareholder and its nominees. The former founders retain a minority holding of 9.95% but no longer carry promoter status.

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