Nature of the Disclosure

This is a Public Announcement for a mandatory open offer made pursuant to Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (SEBI SAST Regulations). The announcement was issued by Srujan Alpha Capital Advisors LLP, the Manager to the Offer, on behalf of the Acquirers.

Key Transaction Details

Acquirers: Mr. Prafful Agarwal (Acquirer I) and Mrs. Anupam Gupta (Acquirer II)

Target Company: Frontier Capital Limited (FCL), CIN: L65990MH1984PLC033128

Offer Trigger: The open offer obligation was triggered by the execution of a Share Purchase Agreement (SPA) dated October 13, 2026, between the Acquirers and the Selling Shareholders (Sellers).

Underlying Transaction (The Trigger)

The Acquirers entered into an SPA to acquire 93,98,455 equity shares of face value ₹10 each from the Sellers. This represents 56.07% of the total voting share capital of Frontier Capital Limited. The agreed price for this acquisition is ₹10 per share, resulting in a total consideration of ₹9,39,84,550. The Sellers are Mr. Anirudh Bhuwalka (holding 9,26,900 shares or 5.53%) and M/s. Inimitable Capital Finance Private Limited (holding 84,71,555 shares or 50.54%). Post this transaction, the Sellers will hold nil shares in the company.

Open Offer Details

Offer Size: The Acquirers are making an open offer to acquire up to 43,58,163 fully paid-up equity shares of face value ₹10 each.

Percentage of Capital: This offer size represents 26.00% of the total voting share capital of the Target Company on a fully diluted basis.

Offer Price: The price offered is ₹10.20 per equity share.

Total Consideration: Assuming full subscription, the aggregate cash outflow for the Acquirers will be ₹4,44,53,263.

Mode of Payment: The consideration will be paid in cash, as per Regulation 9(1)(a) of the SEBI SAST Regulations.

Regulatory Context and Approvals

SEBI SAST Regulations: The offer is a mandatory offer made in compliance with Regulations 3(1) and 4.

RBI Approval: The acquisition is subject to the prior approval of the Reserve Bank of India (RBI) because Frontier Capital Limited is a Non-Banking Finance Company (NBFC) registered with the RBI (Certificate of Registration number 13.02047 dated June 12, 2013).

Public Shareholding: The Acquirers acknowledge that if their combined shareholding exceeds 75% after the open offer and the underlying transaction, they will take necessary actions to comply with the minimum public shareholding requirements under the Securities Contract (Regulation) Rules, 1957 (SCRR).

Other Conditions and Undertakings

Conditionality: The open offer is not conditional upon any minimum level of acceptance (Regulation 19(1)).

Delisting: The Acquirers have stated they have no intention to delist the equity shares of the Target Company.

Financial Arrangements: The Acquirers have undertaken that they have adequate financial resources and have made firm financial arrangements to meet the obligations of the open offer, in terms of Regulation 25(1).

Competitive Offer: This is not a competitive bid.

Timeline and Documentation

Public Announcement Date: October 13, 2026.

Detailed Public Statement (DPS): To be published in newspapers on or before Wednesday, October 21, 2026, in compliance with Regulations 13(4), 14(3), and 15(2).

Letter of Offer (LOF): Will be issued subsequently, detailing the Tendering Period of 10 working days.