Prafful Agarwal Open Offer for 26% of Frontier Capital

Acquirers: Mr. Prafful Agarwal (Acquirer I) and Mrs. Anupam Gupta (Acquirer II)
Target Company: Frontier Capital Limited (FCL)
Offer Size: 43,58,163 equity shares representing 26.00% of total voting share capital
Offer Price: ₹10.20 per fully paid-up equity share of face value ₹10/- each
Total Consideration: ₹4,44,53,263 (assuming full acceptance)
Offer Type: Mandatory open offer triggered under Regulation 3(1) and 4 of SEBI (SAST) Regulations

Share Purchase Agreement: Dated October 13, 2026 between Acquirers and Sellers
Shares Acquired: 93,98,455 equity shares (56.07% of share capital)
Purchase Price: ₹10 per share
Total SPA Consideration: ₹9,39,84,550
Sellers: Mr. Anirudh Bhuwalka (5.53%) and M/s. Inimitable Capital Finance Private Limited (50.54%)
Earnest Money Deposit: ₹50,00,000 paid by Acquirer I at SPA execution

Escrow Amount: ₹1,12,00,000 deposited with Kotak Mahindra Bank Limited (more than 25% of total offer consideration)
Escrow Agreement: Dated October 14, 2026 between Acquirers, Manager to Offer, and Escrow Bank
Financial Resources Certification: Certified by CA Alka Singh of S.P. Agarwal & Associates
Acquirer I Net Worth: ₹3,607.32 lakh as of October 10, 2026
Acquirer II Net Worth: ₹5,424.11 lakh as of October 10, 2026

SEBI Regulations: Compliance with SEBI (SAST) Regulations, 2011
RBI Approval Required: Prior written consent needed for (a) Proposed Transaction, (b) change in board composition and management, (c) change in promoter
RBI Application Filed: October 14, 2026 and October 19, 2026 through Target Company
Offer Condition: Subject to receipt of RBI approval if required before closure of Tendering Period

Public Announcement: October 13, 2026
Detailed Public Statement: Published October 20-23, 2026 (varies by edition)
Draft LOF Filing: October 27, 2026
Identified Date: November 20, 2026 (for shareholder determination)
LOF Dispatch: By November 30, 2026
Independent Director Recommendation: By December 3, 2026
Offer Opening: December 7, 2026
Offer Closing: December 18, 2026
Payment Completion: By January 4, 2027
Post-Offer Announcement: By January 11, 2027

Business: Non-Deposit taking Non-Banking Financial Company (RBI registration No. 13.02047)
Listed: BSE Limited (Scrip Code: 508980, ISIN: INE977E01013)
Authorized Capital: ₹25,00,00,000 divided into 2,50,00,000 equity shares of ₹10/- each
Paid-up Capital: ₹16,76,21,630 divided into 1,67,62,163 equity shares
Current Promoters: Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited

| Jun-26 (QR) | 14.39 | 7.96 | 0.05 | 287.80 |

| Mar-26 (FY) | 63.97 | 4.78 | 0.03 | 279.84 |

| Mar-25 (FY) | 54.03 | 29.63 | 0.18 | 275.07 |

| Mar-24 (FY) | 28.11 | 10.97 | 0.07 | 245.43 |

Minimum Marketable Lot: 1 share
Acceptance Basis: Proportionate if oversubscribed
Payment Mode: Crossed account payee cheques/pay order/demand drafts/electronic transfer
Settlement: Through stock exchange mechanism (BSE Acquisition Window)
Buying Broker: Nikunj Stock Brokers Limited
Registrar to Offer: Skyline Financial Services Private Limited

RBI Approval Risk: Offer subject to receipt of RBI approval
Minimum Public Shareholding: Post-offer public shareholding may fall below 25% requirement
Offer Withdrawal: Possible under Regulation 23(1) if statutory approvals refused
Market Price Risk: Lien marked on tendered shares during offer period
Non-Resident Shareholders: Require appropriate approvals for participation

1. RBI approval for transaction, board composition change, and promoter change

2. Public notice issuance post-RBI approval

3. Completion of open offer acquisition

4. Valuation report as per Income Tax Act, 2025

Entity: Srujan Alpha Capital Advisors LLP
SEBI Registration: INM000012829
Contact: Mr. Jinesh Doshi
Address: 1814/1815, 9, Business Bay, Mindspace, Chincholi Bunder Road, Malad West, Mumbai

Available at Manager's office during tendering period, including: