BSEGeneral1d ago · 13 Oct 2026, 06:43 pm
Disclosure pursuant to Regulation 30 and 30A of SEBI (Listing Obligation and Disclosure Requirement) 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 ("Acquires") at a price of Rs. 10.20/- per fully paid Equity Shares.
Frontier Capital Ltd · 508980
✦ AI SummaryM&A
Frontier Capital Ltd's promoters have agreed to sell 56.07% of the company's equity and voting share capital to Mr. Prafful Agarwal and Mrs. Anupam Gupta for ₹10 per share. The open offer for 26% of the company's shares will be made at ₹10.20 per share.
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Growth Catalyst8/10
Governance Concern2/10
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Balance Sheet Risk4/10
Liquidity Impact9/10
Market Sentiment5/10
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Frontier Capital Ltd - 508980 - Disclosure under Regulation 30A of LODR
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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
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