Description

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

Summary

Frontier Warehousing Limited has made 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. The offer is made under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Mark Corporate Advisors Private Limited is acting as Manager to the Offer.

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)
  • Offer Size: Up to 8,07,72,600 equity shares (face value ₹10 each)
  • Offer Percentage: 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
  • Not a conditional offer — no minimum level of acceptance required
  • Not a competing offer under Regulation 20
  • No statutory approvals currently required; subject to any approvals that may arise before closing

Regulatory Changes

No new regulatory changes introduced. The offer is governed by the existing SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. Any upward revision to offer price or offer size prior to one working day before the Tendering Period commencement will be announced in the same newspapers as the Detailed Public Statement (DPS).

Compliance Requirements

  • Eligible equity shareholders of Kesoram Industries Limited must review the Letter of Offer (LoF) and decide whether to tender their shares during the Tendering Period
  • Shareholders who have recently sold their shares must pass the LoF and Form of Acceptance to the stock exchange member through whom the sale was effected
  • Tendered shares will be verified and accepted by the Acquirer; revised offer price (if any) will apply to all valid tenders
  • If the offer is withdrawn under Regulation 23 of SEBI (SAST) Regulations, 2011, an announcement will be made within two working days in the same newspapers as the DPS
  • All correspondence to be directed to Manager to the Offer (Mark Corporate Advisors Private Limited) or Registrar to the Offer

Important Dates

  • Circular Date: 24 February 2026
  • Tendering Period: Specific opening/closing dates to be announced; upward revision deadline is one working day before commencement of Tendering Period
  • Public Announcement (PA), DPS, Draft Letter of Offer (DLoF), and LoF are available on SEBI’s website at www.sebi.gov.in

Impact Assessment

This open offer is a significant corporate event for shareholders of Kesoram Industries Limited. At ₹5.48 per share for 26% of the company’s voting capital, existing shareholders must evaluate whether tendering their shares is in their best interest. The offer is unconditional (no minimum acceptance threshold), meaning the acquirer will purchase all validly tendered shares up to 8,07,72,600. The absence of statutory approval requirements simplifies execution. Shareholders should contact their stockbroker, investment consultant, or the Manager to the Offer (Mark Corporate Advisors, +91 22 2612 3207/08, openoffer@markcorporateadvisors.com) for guidance.

Impact Justification

A substantial open offer for 26% of Kesoram Industries' voting capital at ₹5.48/share directly affects all existing shareholders, requiring action during the tendering period. Material corporate control event under SEBI takeover regulations.