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KESORAM INDUSTRIES LIMITED. Open Offer for acquisition of up to 8,07,72,600 fully paid-up equity ...

Posted: 15 Dec 2025

KESORAM INDUSTRIES LIMITED. Open Offer for acquisition of up to 8,07,72,600 fully paid-up equity shares having face value of `10 each (“Offer Shares”) representing 26.00% of the Voting Share Capital (as defined below) of Kesoram Industries Limited (“Kesoram”/“Target Company”) at a price of `5.48 per equity share from the public shareholders (as defined below) of Target Company, in terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”) by Frontier Warehousing Limited (hereinafter referred to as “Acquirer”) (“Open Offer”/“Offer”), pursuant to and in compliance with the requirements of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations, 2011”). This Detailed Public Statement (“DPS”) is being issued by Mark Corporate Advisors Private Limited (“Manager to Open Offer”) for and on behalf of the Acquirer, to the public shareholders (as defined below) of the Target Company in compliance with Regulations 3(1) and 4 read with Regulations 13(4), 14(3), 15(2) and other applicable regulations of SEBI (SAST) Regulations, 2011 and pursuant to the Public Announcement (“PA”) filed with BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and The Calcutta Stock Exchange Limited (“CSE”), Luxembourg Stock Exchange, Luxembourg (“LuxSE”), Securities and Exchange Board of India (“SEBI”) and the Target Company on December 04, 2025 through email and filed hard copy with SEBI and the Target Company at its Registered Office address on December 05, 2025. For the purposes of this DPS, the following terms shall have the meaning assigned to them herein below: (i) “Agreement”/“SPA” shall mean Share Purchase Agreement dated December 04, 2025 entered between the Acquirer and certain members of the Promoter/Promoter Group Sellers; (ii) “Equity Share Capital”/“Voting Share Capital” shall mean fully paid-up equity share capital (including equity shares underlying global depository receipts) of the Target Company on a fully diluted basis expected as of the 10th (tenth) Working Day from the closure of the Tendering Period of the Open Offer; (iii) “Global Depository Receipts” shall mean the 70,41,875 Global Depository Receipts issued by the Target Company, listed on Luxembourg Stock Exchange (“LuxSE”) ; (iv) “Public Shareholders” shall mean all the shareholders of the Target Company, who are eligible to tender their Equity Shares, excluding (i) the Promoter/Promoter Group of the Target Company, (ii) the parties to the Underlying Transaction, and (iii) any person deemed to be acting in concert (“Deemed PAC(s)”) with the parties set out in (i) and (ii) herein, pursuant to and in compliance with the SEBI (SAST) Regulations, 2011; (v) “Sellers”/“Promoters/Promoter Group Sellers” shall mean the following: Sr. No. Name of the Selling Shareholder Type 1) Manav Investment and Trading Co. Ltd. Promoter Seller 1 2) Pilani Investment and Industries Corporation Ltd. Promoter Seller 2 3) Aditya Birla Real Estate Ltd. Promoter Group Seller 3 4) Birla Education Trust Promoter Group Seller 4 5) Birla Educational Institution Promoter Group Seller 5 6) Birla Institute of Technology and Science Promoter Group Seller 6 7) Prakash Educational Society Promoter Group Seller 7 8) Padmavati Investment Pvt. Ltd. Promoter Group Seller 8 9) Birla Group Holdings Pvt. Ltd. Promoter Group Seller 9 (vi) “Working Day” means any working day of the Securities and Exchange Board of India (“SEBI”). I. ACQUIRER, SELLERS, TARGET COMPANY AND OFFER: A. Information about the Acquirer: 1. Information about Frontier Warehousing Limited (“Frontier”/“Acquirer”): 1.1. Acquirer is an Unlisted Public Company limited by shares. It was originally incorporated on February 21, 1990, under the provisions of the Companies Act, 1956 with Registrar of Companies, West Bengal under the name ‘Little Retreat Properties & Finance Private Limited’. Subsequently, the name of the Company was changed to ‘Frontier Warehousing Private Limited’ and a fresh certificate of incorporation was issued on March 16, 2010, by Deputy Registrar of Companies, West Bengal. Subsequently the status of the Acquirer was changed from Private Limited to Public Limited Company with the name ‘Frontier Warehousing Limited’ and a fresh certificate of incorporation was issued on September 02, 2021, by Registrar of Companies, Kolkata. There has been no change in the name of the Acquirer in the last three (3) years. 1.2. The Corporate Identification Number (“CIN”) of the Acquirer is having CIN as U70109WB1990PLC048431, the Contact Details are: Contact No.: +91 89813 37318 and Email ID: info@frontierwarehousing.com. 1.3. The Registered Office of the Acquirer is situated at East India House, 20B Abdul Hamid Street, 3rd Floor, Suite 3F, Kolkata-700069, West Bengal, India. There has been no change in the registered office address of the Acquirer in the last three (3) years. 1.4. The Acquirer is not a part of any group. 1.5. The Acquirer is currently in the business of owning, developing and operating Warehouses, Malls and Industrial Parks. 1.6. The details of the Board of Directors of the Acquirer are as under: