Nature of the Event

This is a Detailed Public Statement (DPS) for a mandatory open offer to acquire up to 4,358,163 equity shares, representing 26.00% of the total voting share capital of Frontier Capital Limited (Target Company). The offer is made by Mr. Prafful Agarwal (Acquirer I) and Mrs. Anupam Gupta (Acquirer II) pursuant to and in compliance with Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended (SEBI SAST Regulations). The offer is triggered by the execution of a Share Purchase Agreement (SPA) dated October 13, 2026, through which the Acquirers agreed to acquire 9,398,455 equity shares (56.07% of the total voting capital) from the promoter sellers, Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited.

Key Quantitative Figures

  • Open Offer Size: 4,358,163 equity shares (26.00% of total voting capital)
  • Offer Price: ₹10.20 per fully paid-up equity share
  • Total Open Offer Consideration (assuming full acceptance): ₹4,44,53,263 (Rupees Four Crore Forty Four Lakh Fifty Three Thousand Two Hundred and Sixty Three Only)
  • SPA Acquisition: 9,398,455 equity shares at ₹10.00 per share
  • Total SPA Consideration: ₹9,39,84,550 (Rupees Nine Crore Thirty Nine Lakh Eighty Four Thousand Five Hundred and Fifty Only)
  • Earnest Money Deposit (EMD) paid: ₹50,00,000
  • Escrow Amount Deposited: ₹1,12,00,000 (more than 25% of total open offer consideration)
  • Total Paid-up Capital of Target Company: ₹16,76,21,630 divided into 1,67,62,163 equity shares of ₹10/- each
  • Authorized Share Capital: ₹25,00,00,000 divided into 2,50,00,000 equity shares of ₹10/- each

Dates of Action

  • Public Announcement Date: October 13, 2026
  • Detailed Public Statement Date: October 19, 2026
  • Newspaper Publication Dates: October 20-23, 2026 (varies by edition)
  • Identified Date: November 23, 2026
  • Tendering Period: December 8, 2026 to December 21, 2026 (10 working days)
  • Last Date for Payment/Return of Shares: January 5, 2027

Parties Involved

  • Acquirers: Mr. Prafful Agarwal and Mrs. Anupam Gupta
  • Sellers/Promoters: Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited
  • Target Company: Frontier Capital Limited (CIN: L65990MH1984PLC033128)
  • Manager to Open Offer: Srujan Alpha Capital Advisors LLP (SEBI Reg. No.: INM000012829)
  • Registrar to Open Offer: Skyline Financial Services Private Limited
  • Buying Broker: Nikunj Stock Brokers Limited (SEBI Reg. No.: INZ000169335)
  • Escrow Agent: Kotak Mahindra Bank Limited
  • Stock Exchange: BSE Limited (Scrip Code: 508980)

Purpose and Rationale

The primary objective of the Acquirers is the acquisition of shares and voting rights of the Target Company, along with consequent change in control and management. The Acquirers intend to continue the existing business operations of the Target Company (an RBI-registered non-deposit taking NBFC engaged in lending) in the ordinary course and support its future growth. They propose to expand the Target Company's limited lending business into loans against listed shares, supported by loans against property.

Financial and Capital Structure Impact

  • Pre-offer Acquirer Holding: NIL (0%)
  • Post-SPA Acquisition: 9,398,455 shares (56.07%)
  • Post-Offer Holding (assuming full acceptance): 13,756,618 shares (82.07%)
  • Public Shareholding Post-Offer: Will fall below the minimum 25% requirement under Rule 19A of SCRR and Regulation 38 of SEBI (LODR) Regulations
  • Acquirers' Undertaking: Will take necessary steps to reduce their shareholding to meet minimum public shareholding requirements within prescribed time

Financial Arrangements

  • The Acquirers have confirmed adequate financial resources to meet open offer obligations
  • Net worth certifications:
  • Prafful Agarwal: ₹3,607.32 Lakh (certified by CA Alka Singh)
  • Anupam Gupta: ₹5,424.11 Lakh (certified by CA Alka Singh)
  • Escrow account 'FRONTIER OPEN OFFER ESCROW ACCOUNT' opened with Kotak Mahindra Bank with ₹1,12,00,000 cash deposit
  • Sources of funds: Cash and cash equivalents (including liquid investments) of the Acquirers

Conditions and Approvals

  • RBI Approval Required: Prior approval from Reserve Bank of India, Mumbai for acquisition of equity shares and change in management control of the NBFC
  • Offer Withdrawal Rights: Acquirers may withdraw the offer if statutory approvals are not received or refused for reasons outside their reasonable control
  • Non-Conditional Offer: Not conditional upon any minimum level of acceptance (Regulation 19(1))
  • Non-Competitive Offer: Not a competitive bid (Regulation 20)

Additional Information

  • Trading Status: Equity shares are frequently traded on BSE but under Graded Surveillance Measures (GSM): Stage 3 (BSE Notice No. 20261016-35 dated October 16, 2026)
  • Annualized Trading Turnover: 37.19% based on trading volume from October 1, 2025 to September 30, 2026
  • Key Financials (₹ in Lakhs):
  • Q1 FY2027 (Limited Review): Total Revenue ₹18.81, Net Profit ₹0.79, EPS ₹0.05
  • FY2026 (Audited): Total Revenue ₹64.67, Net Profit ₹4.78, EPS ₹0.03
  • FY2025 (Audited): Total Revenue ₹6.88, Net Profit ₹22.06, EPS ₹30.18
  • FY2024 (Audited): Total Revenue ₹0.20, Net Profit ₹1.10, EPS ₹0.07

Procedure for Tendering

  • The offer will be implemented through the Stock Exchange Mechanism (Acquisition Window) on BSE
  • Both dematerialized and physical shareholders are eligible to tender shares
  • Buying Broker: Nikunj Stock Brokers Limited
  • Detailed procedure will be provided in the Letter of Offer

#Tags: #FrontierCapital #OpenOffer #SEBIDisclosure #Takeover #NBFC #RegulatoryCompliance #Neutral