Kesoram Industries Ltd

  1. Yes 10-20% haircut is in addition to the 408 Cr of CRPS.

https://www.crisil.com/mnt/winshare/Ratings/RatingList/RatingDocs/Kesoram_Industries_Limited_September_04_2020_RR.html

  1. I think funds will come in a month after the closure of the agreement. CEO said it will be signed by October end. He mentioned the month-end in this news item.
  1. Promoter holding given to exchanges is based on what they consider as promoters. Highgate Industries (now called Euston Industries) holds 5% in the company. This belongs to Birlas only. They have recently changed their office from Birla Building. Overseas GDRs (5%) - I understand these are held by an overseas entity of Birla families (Not sure… But I heard). GDRs holding was around 15% around 10 years ago. Because of share dilution, GDRs stake has come down to 5%. Devi Investment Company seems to be their company only. The exact promoter holding maybe 65-70%.
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Anyone still tracking this company?
Due to restructuring and repayment of borrowings, looks like company is in a good position now.

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It seems that the parent company is interested only in its cement business. It went through a lot of restructuring in the past. It seems to be off everyone’s radar.

Check out the article if interested in the restructuring and value destruction for minority shareholders. - Kesoram’s yet another restructuring: Demerger & Listing of Rayon, Paper and Chemical Business

Quant mutual fund has bought into the company 47,50,000/- shares in kesoram industries during the period of August 2023.

Company announced demerger of cement business into Ultratech

There seems to be quite a lot of noise around Orient Cements also being taken-over by Ultratech. Any views on that?

Yes, rumors are that adani is looking to buy orient cement and/or saurashtra cement. This could rerate smallcap cement companies that are are available at low EBIDTA/MT

Ultratech acquiring Kesoram’s cement division in the form of 1:52 Ultratech : Kesoram share swap ratio, valuing its clinker backed cement capacity of 8.5 MT at $87/MT and total cement capacity of 10.75 MT at $70/MT.

Yet another M&A deal after Jaypee and Sanghi in cement sector that has happened closer to its replacement value, despite their operational problems.

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Kesoram has some non-cement business also. What value you have given to that?

Frontier Warhousing Limited has acquired management control of Kesoram Industries Limited through a Share Purchase Agreement (SPA). This acquisition crossed the regulatory threshold under SEBI (SAST) Regulations, 2011, thereby triggering a mandatory Open Offer to public shareholders.

The transaction occurs in two steps:

  1. Direct acquisition of a controlling stake (42.80%)
  2. Mandatory Open Offer for an additional 26.00%

Particulars Details
SPA Date 04 December 2025
Mode of Acquisition Direct acquisition from existing shareholders
No. of Shares Acquired 13,29,69,279 equity shares
Stake Acquired 42.80% of Voting Share Capital
Price per Share ₹4.00
Total Consideration ~₹53.19 Crores

Frontier Business Overview

Frontier Warehousing was incorporated on 21 February 1990 in Kolkata, West Bengal. The company operates in the real-estate / storage & warehousing sector — offering warehousing, cold storage, storage & logistics services. As of recent disclosures, it has warehousing assets totaling several lakh square feet. For example: warehouses at Salpata Bagan (≈ 4.87 lakh sq ft), another of ~3.18 lakh sq ft, plus additional planned/ongoing developments. Their long-term goal (as per their own “About Us” statements) is to eventually operate “10 million square feet of warehousing space by 2030.”

Business model & clients

Frontier claims to provide “360° warehousing and adaptive storage facilitation,” catering to a wide variety of sectors — hosiery/garments, food-processing, pharma, packaging, e-commerce, etc.

Their warehouses are offered on a rent/lease basis (warehouses on rent), meaning they earn rental income from tenants rather than selling goods.

According to a rating agency note (2024), the company had ~ 20 lakh sq ft of warehousing space leased to around 70 tenants; that gives a sense of their scale and diversification.

Strong clientele: Tenants include reputed companies such as LTK Industries Pvt Ltd (rated at CRISIL BBB+/Stable/), Dollar Industries Ltd, and Reliance Projects & Property Management Services Ltd, which account for more than 60% of the leased area. This minimises the risk of timely receipt of rentals. Also, substantial investment by tenants in the warehouses for setting up their facilities reduces the risk of non-renewal of lease agreements.

Asset Type Location Total Area (lakh sq ft) Occupied Area (lakh sq ft) Occupancy Status
Warehouse 1 4.87 4.87 Fully Occupied
Warehouse 2 3.30 3.30 Fully Occupied
Warehouse 3 7.70 5.50 Partially Occupied
Warehouse 4 1.89 1.89 Fully Occupied
Total Warehousing Assets 17.76 15.56 ~88% Occupied
Shopping Mall (Under Construction) Dankuni, West Bengal 1.60 NA Completion by Jan 2026

Promoters / Management Team

The promoters / key persons behind Frontier come from the family that controls the older “Rasha Group.

Key directors include: Gautam Agarwalla (Managing Director), Amit Agarwalla (Director / CFO) and Anush Agarwalla among others

The rating agency pointed out that in fiscal 2025, occupancy in their warehouses had fallen to ~87% (from ~95% earlier), leading to slower rental income growth.

They are also undertaking a project to build a shopping mall at Dankuni (West Bengal), partially funded by borrowings — this adds some project risk to their otherwise storage/warehousing business.

The directors, Mr Gautam Agarwalla and Mr Amit Agarwalla, have experience of more than 25 years in the warehousing business. They have two other companies, ALW Estate Pvt Ltd and Rasha Ind Pvt Ltd. The group has total warehousing space of around 30 lakh square feet (sq ft), which has been leased to around 70 tenants and is mostly occupied. The promoters’ experience and healthy relationships of 10-15 years with tenants will continue to support the business. Furthermore, with long term experience in the real estate sector, promoters have created huge land assets across the group, and has been regularly generating yearly income of more than 10-12 Cr, from the sales of those land assets. The company has also gotten into multiple joint venture (JV) arrangements with other real estate developers, income from which should continue to support the future cash flows.

Why Frontier Might Want to Acquire Kesoram Industries Limited

Diversification beyond pure warehousing/real estate: Kesoram — although its core businesses have seen demergers (cement, tyres) — still has operations in paper, rayon, chemicals, and holds significant land and asset base. Acquisition gives Frontier a foothold in manufacturing / industrial business, not just storage. Indeed, media reporting of the deal highlights that Kesoram has “transparent paper, rayon and chemicals businesses with two units near Bandel and a 250 (1,08,90,000 ) acre land parcel.

Strategic growth / consolidation at a modest acquisition price: Given that Frontier acquired 42.8% at ₹4/share, and the Open Offer at ₹5.48/share, the total deal value — as quoted by media — is “close to ₹100 crore.”

The Agarwalla family behind Frontier already runs warehousing/real estate businesses, so they may plan to invest, restructure or revive Kesoram operations (paper, rayon, chemicals), or re-purpose assets — using their know-how in infrastructure and realty.

Risks

Their own business has some stress — occupancy dip in 2025, reliance on rental income, and ongoing mall-construction project which carries risk.

Though occupancy levels are estimated to have improved to more than 90% during the current fiscal, the same resulting in steady and improved cash flows will remain critical over the medium term. The business risk profile remains further impacted by the moderate project risk pertaining to the shopping mall construction undertaken by FWL.

Exposure to project implementation risks: The company had undertaken a moderately large capex to develop warehouse 5 with an area of 4.2 lac sq ft, which was later postponed. Currently, the company has undertaken another large capex of around Rs 100 crore to develop a shopping mall at Dankuni, West Bengal under the brand name of ‘The One**’**, which is likely to be operational Jan 2026 onwards. Though funding risk is partially mitigated with availing of Rs 55 Cr of construction finance loan, the ability to timely refinance the same and timely leasing of the space at sustainable rental rates to clients with sound credit risk profiles will remain key monitorable.

Average DSCR of around 1.2 times for the loan tenure showcases moderate cash flow status. Liquidity is also available in the form of fixed deposits held under the debt service reserve account maintained throughout the year.

Loan Details

Facility Type Amount (₹ Cr) Name of Lender Credit Rating
Lease Rental Discounting (LRD) Loan 35.80 Kotak Mahindra Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 28.52 ICICI Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 2.42 Aditya Birla Finance Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 87.18 Axis Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 17.81 Bandhan Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 19.12 ICICI Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 25.20 HDFC Bank Ltd Crisil BBB+ / Negative
Lease Rental Discounting (LRD) Loan 60.18 State Bank of India Crisil BBB+ / Negative
Loan Against Property (LAP) 10.00 ARKA Fincap Ltd Crisil BBB+ / Negative
Loan Against Property (LAP) 9.40 IDBI Bank Ltd Crisil BBB+ / Negative
Overdraft Facility 14.25 IDBI Bank Ltd Crisil BBB+ / Negative
Proposed Long-Term Bank Loan 67.92 Not Applicable Crisil BBB+ / Negative
Term Loan 12.25 IndusInd Bank Ltd Crisil BBB+ / Negative
Term Loan 9.95 RBL Bank Ltd Crisil BBB+ / Negative
Term Loan 25.00 ARKA Fincap Ltd Crisil BBB+ / Negative
Term Loan 30.00 State Bank of Mauritius Crisil BBB+ / Negative
TOTAL 454.00

This company belongs to RASHA IND PRIVATE LIMITED

West Bengal – Based, Frontier Warehousing Limited was incorporated in 1990. The company is engaged in Development of Land & Warehousing Services.The directors of the company are Mr. Gautam Agarwalla, Mr. Amit Agarwalla, Mr. Charu Rajgarhia, Mr. Anush Agarwalla and Mr. Rishi Bajoria. West Bengal – Based, Shri Ram Tea Company Private Limited was incorporated in 1991. The company is engaged in plantation of tea .The directors of the company are ,Mr. Amit Agarwalla and Mrs Priya Agarwal. West Bengal – Based, Teasel Reality Private Limited was incorporated in 2021. The company is engaged in construction works .The director of the company is Mr. Amit Agarwalla.

Rasha Industries Private Limited – Group Level Financial Performance

Particulars Unit FY24 (Actual) FY23 (Actual)
Operating Income ₹ Cr 99.76 66.92
Profit After Tax (PAT) ₹ Cr 9.76 5.70
PAT Margin % 9.78% 8.52%
Total Debt / Tangible Net Worth Times 6.44x 5.93x
PBDIT / Interest Coverage Times 1.70x 1.66x

I have tried to find out information related to froniter warehousing. Looking forward for your opinion, whether it is looking attractive or not

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Frontier warehousing Limited Financial

Particulars FY22 FY23 FY24 FY25
Revenue 3193440 4745464 4960378 5951693
EBITDA 2591552 3938294 4268197 4839687
EBITDA Margin 81% 83% 86% 81%
Depreciation 478835 779972 841911 940498
EBIT 2112717 3158322 3426286 3899189
Margin 66% 67% 69% 66%
Finance Cost 1586823 2423592 2633142 2776840
Profit Before Tax 525894 634730 793144 1122350
Tax Expense -210398 -51098 -79739 44160
Tax Rate (%) -40% -8% -10% 4%
Profit After Tax 317511 681628 713415 916063
PAT Margin 10% 14% 14% 15%

Future Forecasted Financial

Revenue Frontiter Kesoram
FY25 FY26 FY27 FY28 FY29 FY30
Capacity 17.76 108.9 108.9 108.9 108.9 108.9
Used 15.56 10.89 32.67 54.45 76.23 98.01
Utilisation 88% 10% 30% 50% 70% 90%
Realization Per Sq Ft 383 383 383 383 383 383
Warehousing Revenue 59.52 41.7 125 208 292 375
Existing Business revenue 259 259 259 259 259 259
New Revenue 300 384 467 550 634
Warehousing EBITDA 48.3 33.80 101.41 169.02 236.63 304.23
Margin 81% 81% 81% 81% 81% 81%
Warehousing EBIT 38.99 27.29 81.86 136.44 191.02 245.59
Margin 66% 66% 66% 66% 66% 66%
Existing loss -100 -100 -100 -100 -100
New EBIT -72.71 -18.14 36.44 91.02 145.59
Warehousing PAT 6 25 42 58 75
Existing business loss -100 -100 -100 -100 -100
New PAT -94 -75 -58 -42 -25
Full Business FY26 FY27 FY28 FY29 FY30
Revenue 300 384 467 550 634
EBIT -73 -18 36 91 146
PAT -94 -75 -58 -42 -25

I have tried to forecast financial, if anybody is working on this acquisition please help me what point i am missing out this kesoram exsting business have have loss of around 100crs. What will happen with this loss i am not able to figure out.
Per Capital Warehousing

Warehousing deal

Rental yield : Warehousing

Political connection of Gautam Agarwalla

The Times Group’s Bengali newspaper Ei Samay was unexpectedly acquired by a brand-new company, Tidings Media and Communication Pvt Ltd, which was only a month old and had zero assets until shortly before the deal. The company suddenly received ₹18 crore through zero-interest Compulsory Convertible Debentures (CCDs) from three investors: Sanjay Basu—a powerful lawyer closely associated with West Bengal CM Mamata Banerjee and Abhishek Banerjee—who invested ₹9.92 crore and now owns 54%, Rocket Marketing Pvt Ltd (linked to Himadri Speciality Chemicals) which contributed ₹5.41 crore for 29%, and Gautam Agarwalla, a Kolkata businessman involved in warehousing and real estate, who invested ₹2.7 crore for about 14%. The sudden financing, Basu’s political proximity, and the shell-like structure of Tidings Media have raised questions about political influence, though Basu claims editorial independence will remain unchanged.

Behind Times Group’s Bengal paper takeover: A Mamata aide on ED radar, and a new firm with zero assets