BSECompany Update1d ago · 13 Oct 2026, 06:16 pm

Disclosure pursuant to Regulation 30 and 30A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Open Offer to acquire upto 43,58,163 Equity Shares representing 26% of the total voting share capital of Frontier Capital Limited ("Target Company") by Mr. Prafful Agarwal and Mrs. Anupam Gupta ("Acquirers") at a price of Rs. 10.20/- per fully paid Equity Shares.

Frontier Capital Ltd · 508980

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Frontier Capital Ltd has announced an open offer by Mr. Prafful Agarwal and Mrs. Anupam Gupta to acquire up to 43,58,163 equity shares, representing 26% of the total voting share capital, at Rs. 10.20 per share. The acquisition is part of a larger deal to acquire 56.07% of the equity and voting share capital for Rs. 10 per share. The open offer is to comply with SEBI regulations and will be made to public shareholders.

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Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk6/10
Balance Sheet Risk4/10
Liquidity Impact9/10
Market Sentiment5/10

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Frontier Capital Ltd - 508980 - Announcement under Regulation 30 (LODR)-Public Announcement-Open Offer

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Date: 13th October, 2026 BSE Limited, P.J. Towers, Dalal Street, Mumbai – 400001, Maharashtra, India Company Scrip Code: 508980 Sub: Mr. Prafful Agarwal and Mrs. Anupam Gupta (“Acquirers”) have entered into a Share Purchase Agreement dated October 13, 2026 with the Promoters (as defined below) for acquiring 56.07% of the Equity and Voting Share Capital of Frontier Capital Limited (“the Company”). Ref: Disclosure pursuant to Regulation 30 and 30 A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI (LODR) Regulations”). Dear Sir/ Madam, We hereby inform you that the Acquirers have entered into a Share Purchase Agreement dated October 13, 2026 with the Promoters i.e. Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited (“Share Purchase Agreement/ SPA”), pursuant to which the Acquirers have agreed to acquire, 93,98,455 (Ninety Three Lakh Ninety Eight Thousand Four Hundred and Fifty Five Only) Equity Shares, which constitutes 56.07% (Fifty Six Percent and Zero Seven percentage) of the equity and voting share capital (“Equity and Voting Share Capital”) of the Company, for a consideration of ₹10/- (Rupees Ten Only) per Equity Share subject to the statutory approvals, if any and satisfaction of conditions precedent specified in the Share Purchase Agreement (unless waived off in accordance with the Share Purchase Agreement). Pursuant to acquisition of the aforesaid Equity and Voting Share Capital of the Company in terms of the SPA, the aggregate shareholding of Acquirers in the Company would exceed the threshold limit prescribed under Regulation 3(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereto (“SEBI (SAST) Regulations”). Since, the Acquirers have entered into the SPA to acquire voting rights in excess of 25% of the Equity and Voting Share Capital of the Company, accompanied with control, the Open Offer for acquisition of 43,58,163 (Forty Three Lakh Fifty Eight Thousand One Hundred and Sixty Three) fully paid- up equity shares of face value of ₹10/- (Rupees Ten Only) each (“Equity Shares”), representing 26.00% of the total Equity and Voting Share Capital of the Company on a fully diluted basis, as of the tenth working day from the closure of the tendering period of the Open Offer, from the public shareholders of the Company for cash at a price of ₹10.20/- (Rupees Ten and Twenty paise only) per Equity Share has been made by the Acquirers for the purpose of the Open Offer, pursuant to and in compliance of the SEBI (SAST) Regulations (“Open Offer”). The copy of the said SPA has been received by the Company on October 13, 2026. In compliance with the SEBI Master Circular, dated January 30, 2026, bearing reference number HO/49/14/14(7)2025- CFD-POD2/I/3762/2026, the requisite details of the SPA are enclosed herewith as Annexure ‘A’. Registered Office: Office No.-1206, Lodha Supremus, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India T: +91 - 8884256463 CIN: L65990MH1984PLC033128 Email ID: frontierleasing1984@gmail.com Annexure A The details as required under Regulation 30 of the SEBI (LODR) Regulations read with SEBI Master Circular dated 30 January 2026, bearing reference no. SEBI/ HO/49/14/14(7)2025- CFDPOD2/I/3762/2026. Sr. Particulars Description A. If the Company is a party of the agreement, (i) Details of the counterparties Frontier Capital Limited (“Target Company”) is (including names and relationship not a party to the Share Purchase Agreement (SPA). with the listed entity) B. If Company is not a party to the agreement (i) Name of the party entering into such “Acquirers” means Mr. Prafful Agarwal and an agreement and the relationship Mrs. Anupam Gupta (“Acquirers”). The with the listed entity; Acquirers do not have any relationship with or interest in the Company. (ii) Details of the counterparties to the “Promoter Seller” means agreement (including name and Mr. Anirudh Bhuwalka and M/s. Inimitable relationship with the listed entity); Capital Finance Private Limited The Promoter Seller are Promoters of the Company holding 93,98,455 (Ninety Three Lakh Ninety Eight Thousand Four Hundred and Fifty Five Only) Equity Shares constituting up to 56.07% (Fifty Six Percent and Zero Seven Percentage) of the Equity and Voting Share Capital of the Company. (iii) Date of entering into the agreement. October 13, 2026 C. Purpose of entering into the The SPA records the terms and conditions on which agreement the Seller (Promoter Seller “Seller”) has agreed to sell, and the Acquirers has agreed to acquire the Seller Shares (“Seller Shares” shall mean 93,98,455 (Ninety Three Lakh Ninety Eight Thousand Four Hundred and Fifty Five Only) Equity Shares constituting up to 56.07% (Fifty Six Percent and Zero Seven Percentage) of the Equity and Voting Share Capital of the Company) along with the control over the Company. D. Shareholding, if any, in the entity NIL with whom the agreement is executed E. Significant terms of the agreement The significant terms of the SPA include- (i) The Promoter Sellers shall sell and the Acquirers shall acquire the shares held by the Sellers in the Target Company for a cash consideration of 93,98,455 (Ninety Three Lakh Ninety Eight Thousand Four Hundred and Fifty Five Only) Equity Shares constituting up to 56.07% (Fifty Six Percent and Zero Seven Percentage), subject to the terms set out in the SPA and on completion of the conditions set out thereunder including the successful completion of the Open Offer (detailed in (ii) below). Registered Office: Office No.-1206, Lodha Supremus, Senapati Bapat Marg, Lower Parel, Mumbai – 400013, Maharashtra, India T: +91 - 8884256463 CIN: L65990MH1984PLC033128 Email ID: frontierleasing1984@gmail.com (ii) Upon the execution of the SPA, the Acquirers shall make an Open Offer to the public shareholders of the listed entity in accordance with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. F. Extent and the nature of impact on Upon consummation of the transaction management or control of the listed contemplated in the SPA and post successful entity completion of the Open Offer, the Acquirers will acquire control over the Company and the Acquirers shall become the Promoters of the Company in accordance with the provisions of SEBI (LODR) Regulations. Upon sale of the entire shareholding of the Promoter Seller in the Company pursuant to the SPA, the Promoter Seller and the other members of the Promoter Group, if any are desirous that they will cease to be members of the Promoter and Promoter group of the Company and will be classified into public category, in terms of Regulation 31A (10) of SEBI (LODR) Regulations, 2015. G. Details and quantification of the The Target Company is not a party to the SPA. restriction or liability imposed upon There is no restriction or liability imposed on the the company Target Company. 8. Whether, the said parties are related Save and except the Promoter Seller, none of the to promoter/promoter group/ group parties to the SPA form part of or are related to the companies in any manner. If yes, promoter/promoter group/ group companies of the nature of relationship Company. 9. Whether the transaction would fall No, the transaction would not fall within related within related party transactions? If party transactions. yes, whether the same is done at “arm’s length” 10. In case of issuance of shares to the NA parties, details of issue price, class of shares issued 11. Any other disclosures related to Upon completion of the Proposed Transaction, the such agreements, viz., details of Acquirers shall subject to the compliance of the nominee on the board of directors of various statutory laws/obligations, if any, be entitled the listed entity potential conflict of to appoint its representatives on the Board of interest arising out of such Directors of the Company after expiry of the offer agreements [Showing first 8,000 characters — download PDF for full document]