Kesoram Industries Limited announced its unaudited financial results for the quarter ended December 31, 2025, demonstrating a remarkable turnaround in standalone performance while maintaining steady consolidated operations. The company's board meeting held on January 16, 2026, approved both standalone and consolidated financial results under Regulation 33 of SEBI listing obligations.

Standalone Financial Performance

The company's standalone operations showed significant improvement during Q3 FY26. Key financial metrics reflected a strong recovery from the previous year's losses.

The standalone revenue surge was primarily driven by improved operational performance, with total expenses remaining controlled at ₹3.56 crore compared to ₹5.07 crore in the corresponding quarter of the previous year.

Consolidated Financial Results

On a consolidated basis, the company maintained relatively stable performance with marginal revenue decline but achieved profitability.

The consolidated results benefited significantly from higher other income of ₹34.02 crore compared to ₹0.94 crore in Q3 FY25, contributing to the overall positive performance despite slightly lower operational revenue.

Nine-Month Performance Overview

For the nine-month period ended December 31, 2025, the company faced challenges on both standalone and consolidated fronts. Standalone operations reported a net loss of ₹209.14 crore compared to ₹207.02 crore loss in the corresponding period of the previous year. Consolidated operations showed a net loss of ₹119.19 crore versus ₹200.46 crore loss in the previous year, indicating improvement in consolidated performance.

Corporate Developments

The company announced the constitution of an Independent Director Committee (IDC) to provide recommendations to shareholders regarding an open offer made by an acquirer under SEBI (SAST) Regulations, 2011. According to the notes, certain promoter group members entered into a Share Purchase Agreement dated December 4, 2025, with Frontier Warehousing Limited to sell 13,29,69,279 equity shares representing 42.80% of the share capital.

Operational Highlights

Following the demerger of the cement division in the previous year, the group now operates with a single reportable segment comprising Rayon, Transparent Paper and Chemicals. The company's paid-up equity share capital remained stable at ₹310.66 crore with a face value of ₹10 per share. The financial results were subject to limited review by statutory auditors Walker Chandiok & Co LLP, who expressed an unmodified opinion on the unaudited financial statements.

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.