Kesoram Industries has progressed further in the mandatory open offer process as Frontier Warehousing Limited filed the Draft Letter of Offer (DLoF) with BSE Limited on December 18, 2025. This follows the earlier publication of the Detailed Public Statement (DPS) on December 11, 2025, for the acquisition of up to 26% stake in the company.

Draft Letter Filing and Documentation

Mark Corporate Advisors Private Limited, serving as Manager to the Offer, submitted the comprehensive Draft Letter of Offer to BSE on behalf of Frontier Warehousing Limited:

Open Offer Structure and Timeline

The Draft Letter confirms the complete structure of Frontier Warehousing's mandatory open offer following its Share Purchase Agreement dated December 04, 2025:

Key Regulatory Timeline

The Draft Letter outlines the complete schedule for open offer activities as per SEBI (SAST) Regulations:

Background Transaction Details

The open offer stems from Frontier Warehousing's agreement to acquire 13.30 crore equity shares (42.80% voting capital) from promoter group entities at ₹4.00 per share, totaling ₹531.88 crores. This acquisition triggers the mandatory open offer under SEBI regulations.

Financial Arrangements and Compliance

Frontier Warehousing has established robust financial arrangements to support the open offer:

Implementation Mechanism

The open offer will be implemented through stock exchange mechanism with BSE Limited serving as the designated stock exchange. Eureka Stock & Share Broking Services Limited has been appointed as the Buying Broker, while MCS Share Transfer Agent Limited will serve as Registrar to the Offer.

Strategic Implications

Upon completion, Frontier Warehousing will become the new promoter of Kesoram Industries, potentially leading to strategic changes across the company's cement and rayon business segments operated through its subsidiary Cygnet Industries Limited. The offer price represents a premium to the negotiated promoter acquisition price, providing public shareholders an opportunity to exit at favorable terms during the specified tendering period.

Kesoram Industries Limited , a diversified company operating in the Rayon, Transparent Paper, and Chemicals segments, has reported a significant net loss for the first half of the fiscal year 2026. The company's financial results, approved by its Board of Directors on October 17, 2025, reveal the impact of impairment charges and operational challenges.

Financial Performance

For the six months ended September 30, 2025, Kesoram Industries reported a standalone net loss of ₹239.18 crore, compared to a loss of ₹31.25 crore in the same period last year. The quarterly performance shows a net loss of ₹111.86 crore for Q2 FY2026.

On a consolidated basis, the company's net loss stood at ₹125.21 crore for the half-year and ₹25.87 crore for the quarter ended September 30, 2025.

Key Financial Metrics

Operational Highlights

• The company's revenue from operations remained nil for standalone operations, reflecting the impact of the demerger of its cement division.
• Consolidated revenue for Q2 FY2026 was ₹55.17 crore, with a half-yearly figure of ₹116.22 crore.
• Kesoram Industries now operates primarily in the Rayon, Transparent Paper, and Chemicals segments following the demerger of its cement division.

Impairment and Exceptional Items

A significant factor contributing to the losses was the recognition of exceptional items:

• The company recorded ₹108.10 crore in exceptional items for Q2 FY2026, primarily due to impairment provisions on investment and loans to its subsidiary, Cygnet Industries Limited.
• For the half-year, total exceptional items amounted to ₹242.15 crore.
• These impairment charges reflect the company's reassessment of its investments and loans in light of current market conditions and subsidiary performance.

Balance Sheet and Cash Flow

As of September 30, 2025:

• Total assets stood at ₹368.90 crore on a standalone basis and ₹655.03 crore on a consolidated basis.
• The company's equity share capital remained unchanged at ₹310.66 crore.
• Cash and cash equivalents were reported at ₹0.55 crore standalone and ₹0.96 crore consolidated.

Management Actions and Future Outlook

The Board of Directors is considering the disposition of factory land at its Kesoram Spun Pipes and Foundries (KSPF) unit, which is currently under suspension of work. This move may result in further financial adjustments in the coming quarters.

Kesoram Industries continues to face challenges in its core operations, as evidenced by the nil revenue from standalone operations. The company's focus on its remaining segments post-cement division demerger will be crucial for its future performance.

The management's efforts to streamline operations, manage impairments, and potentially divest non-core assets will be key factors to watch in the coming quarters as Kesoram Industries aims to improve its financial position.

Investors and stakeholders will be closely monitoring the company's strategies to return to profitability and strengthen its balance sheet in the evolving market conditions.