Kesoram Industries Limited — Important, 11-12-2025: Disclosure of material issue

**Kesoram Industries (KESORAMIND) Update:** Frontier Warehousing is launching an Open Offer to acquire up to 26% of Kesoram's equity at ₹5.48 per share, payable in cash, totaling approximately ₹44.26 Cr.

**The Issue:** This Open Offer is a direct consequence of a prior agreement where Frontier will acquire 42.8% of Kesoram's shares from its existing Promoters at ₹4.00 per share, amounting to roughly ₹53.19 Cr. This two-part transaction signals a significant change of control for Kesoram.

**Possible Impact:** Frontier Warehousing is set to become Kesoram's new promoter, holding an estimated 68.8% stake post-offer. The new management intends to review and potentially restructure Kesoram's operations, assets, and capital structure to enhance efficiency. The company has stated no intention to delist, and public shareholding is expected to remain above the required 25% threshold. For public shareholders, this presents an opportunity to tender their shares.

**Key Condition:** A crucial aspect of the initial promoter stake acquisition is contingent on Frontier either securing a No Objection Certificate (NOC) from West Bengal Industrial Development Finance Corporation (WBIDFC) or arranging alternative financing for a substantial ~₹217 Cr loan to Kesoram's wholly-owned subsidiary. This condition introduces a material element of risk to the overall transaction.

**Company’s Response:** Kesoram Industries has disclosed the receipt of this Open Offer announcement. Its Board will establish a Committee of Independent Directors to assess the Offer. Frontier Warehousing has confirmed it has adequate financial resources, sourced from its own funds, to meet the obligations of the Open Offer.