Description

Frontier Warehousing Limited has opened an acquisition window to acquire up to 8,07,72,600 equity shares (26% of voting share capital) of Kesoram Industries Limited at ₹5.48 per share under SEBI (SAST) Regulations, 2011.

Summary

Frontier Warehousing Limited (Acquirer) has launched an Open Offer under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire up to 8,07,72,600 fully paid-up equity shares of Kesoram Industries Limited, representing 26.00% of the target company’s voting share capital, at an Offer Price of ₹5.48 per equity share payable in cash.

Key Points

  • Acquirer: Frontier Warehousing Limited, registered at East India House, 20B Abdul Hamid Street, 3rd Floor, Kolkata-700069
  • Target Company: Kesoram Industries Limited (CIN: L17119WB1919PLC003429), registered at Birla Building, 9/1, R N Mukherjee Road, Kolkata-700001
  • Offer Size: Up to 8,07,72,600 equity shares of face value ₹10 each, representing 26.00% of voting share capital
  • Offer Price: ₹5.48 per equity share, payable in cash
  • Triggered Under: Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011
  • Manager to Offer: Mark Corporate Advisors Private Limited, Mumbai
  • Not a conditional offer — not subject to any minimum level of acceptance per Regulation 19
  • No competing offer exists as per Regulation 20
  • No statutory approvals are currently required to acquire tendered shares

Regulatory Changes

No new regulatory changes are introduced. This offer is governed by the existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and its amendments. The offer documents (PA, DPS, DLoF, LoF) are available on the SEBI website at www.sebi.gov.in.

Compliance Requirements

  • Eligible Equity Shareholders of Kesoram Industries must review the Letter of Offer and decide whether to tender their shares during the Tendering Period.
  • Shareholders who have recently sold their shares must hand over the Letter of Offer and accompanying Form of Acceptance and Transfer Deed to the relevant Stock Exchange member.
  • Any upward revision to the Offer Price or Offer Size, if made before one working day prior to the Tendering Period, will be announced in the same newspapers where the Detailed Public Statement was published.
  • If the Offer is withdrawn under Regulation 23, communication will be made within two working days via announcement in the same newspapers.

Important Dates

  • Circular Date: 24 February 2026
  • Tendering Period: Specific dates to be confirmed per the Letter of Offer; shareholders should refer to the LoF and accompanying documents for exact opening and closing dates.

Impact Assessment

This open offer has a high impact on existing shareholders of Kesoram Industries Limited. At an offer price of ₹5.48 per share, shareholders must evaluate whether tendering their shares is financially advantageous relative to the prevailing market price. The offer is unconditional with no minimum acceptance threshold, meaning the Acquirer will proceed regardless of the response level. With 26% of voting capital being sought, successful completion would significantly alter the ownership and control structure of Kesoram Industries. Shareholders are advised to consult their stockbroker or investment consultant before making a decision.

Impact Justification

A 26% open offer takeover bid directly affects all existing equity shareholders of Kesoram Industries, requiring them to decide whether to tender shares at the offered price of ₹5.48 per share within the tendering period.