Kesoram Industries Limited has filed a disclosure under Regulation 54(2) of SEBI LODR regarding its secured Non-Convertible Debentures (NCDs) for the quarter ended December 31, 2021. The filing, submitted on March 25, 2026, addresses a delayed compliance matter related to the company's financial statements.

Outstanding NCD Details

The company disclosed comprehensive information about its secured debt obligations as of December 31, 2021. Kesoram Industries acknowledged that it had inadvertently missed disclosing the required information in its unaudited financial statements for the quarter and nine months ended December 31, 2021.

Security Structure

The secured Non-Convertible Debentures are backed by a comprehensive security framework designed to protect debenture holders' interests. The security structure includes multiple layers of protection:

• Primary Security: First pari passu charge on all fixed assets, moveable assets (both non-current and current), and intangible assets of the company
• Additional Security: Pledge on equity shares held by promoters, Non Disposal Undertaking (NDU) on other securities held by promoters
• Guarantee Structure: Promoter guarantee limited to the value of shares pledged and under NDU

Compliance and Penalty Payment

The company has addressed the regulatory non-compliance by making the required payment to BSE. The penalty details reflect the company's commitment to regulatory adherence despite the inadvertent oversight.

Company's Position

While Kesoram Industries has filed the required disclosure and paid the prescribed fine, the company has clearly stated its position regarding future penalties. In its communication to BSE, the company expressed that it is not agreeable to payment of any further fines in this matter, indicating its view that the current compliance action should be considered sufficient to address the regulatory requirement.

Frontier Warehousing Limited's open offer to acquire a significant stake in Kesoram Industries concluded with minimal participation from public shareholders, according to the post-offer advertisement submitted to BSE Limited on March 20, 2026. Mark Corporate Advisors Private Limited, acting as Manager to the Offer, filed the mandatory documentation following completion of the open offer process.

Open Offer Performance Summary

The open offer, which ran from February 26, 2026, to March 12, 2026, aimed to acquire up to 8,07,72,600 fully paid-up equity shares at ₹5.48 per share. However, the actual response fell significantly short of expectations:

Regulatory Compliance and Documentation

Mark Corporate Advisors Private Limited fulfilled its regulatory obligations by publishing the post-offer advertisement in multiple newspapers as required under SEBI (SAST) Regulations, 2011. The advertisement appeared in:

• Business Standard (English and Hindi - All Editions)
• Navshakti (Marathi - Mumbai Edition)
• Ei Samay (Bengali - Kolkata Edition)

The company completed payment of consideration and communicated acceptance details to shareholders by March 18, 2026, adhering to the prescribed timeline.

Shareholding Structure Impact

Despite the limited response to the open offer, Frontier Warehousing Limited's overall acquisition strategy involved multiple components. The acquirer simultaneously executed a Share Purchase Agreement for 13,29,69,279 shares, representing 42.80% of the voting share capital.

Public Shareholding Position

Following the completion of the open offer, the public shareholding structure remained largely unchanged due to the minimal participation. Public shareholders continue to hold 17,76,09,859 shares, representing 57.17% of the voting share capital, compared to the pre-offer holding of 56.66%.

The post-offer advertisement confirms that all regulatory requirements under SEBI (SAST) Regulations, 2011, have been satisfied, with copies made available on the websites of SEBI, BSE Limited, National Stock Exchange of India Limited, The Calcutta Stock Exchange Limited, and Luxembourg Stock Exchange.