Description

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

Summary

Frontier Warehousing Limited has launched an Open Offer to acquire up to 8,07,72,600 fully paid-up equity shares of Kesoram Industries Limited, representing 26.00% of the company’s voting share capital, at an offer price of ₹5.48 per equity share payable in cash. The offer is being made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Key Points

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

Regulatory Changes

No new regulatory changes are introduced. The open offer is conducted under the existing framework of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Any upward revision to the Offer Price or Offer Size prior to one working day before the Tendering Period will be announced in the same newspapers where the Detailed Public Statement (DPS) was published.

Compliance Requirements

  • Eligible Equity Shareholders wishing to participate must tender their shares during the Tendering Period using the Form of Acceptance-cum-Acknowledgement
  • Shareholders who have recently sold their shares must forward this Letter of Offer and accompanying documents to the Stock Exchange member through whom the sale was effected
  • All correspondence must be directed to the Manager to the Offer (Mark Corporate Advisors Pvt. Ltd.) or the Registrar to the Offer
  • If the offer is withdrawn per Regulation 23, a public announcement will be made within two working days in the same newspapers as the DPS

Important Dates

  • Circular Date: 2026-02-24
  • Tendering Period dates to be confirmed per the Letter of Offer schedule
  • Any Offer Price revision must occur prior to one working day before the commencement of the Tendering Period

Impact Assessment

This open offer has significant implications for existing shareholders of Kesoram Industries Limited. Shareholders are presented with an exit opportunity at ₹5.48 per share for up to 26% of the voting share capital. The unconditional nature of the offer (no minimum acceptance threshold) provides certainty for tendering shareholders. If successful, Frontier Warehousing Limited would acquire a substantial stake, potentially altering the controlling interest in Kesoram Industries. Shareholders should evaluate the offer price against market price and intrinsic value before deciding to tender.

Impact Justification

A formal open offer for 26% of Kesoram Industries' voting share capital at a defined price directly affects existing shareholders' decisions to tender shares and impacts the company's ownership structure.