Frontier Capital Ltd

Dematerialisation processing and listing

• Dematerialisation requests received during quarter ended 30 September 2026 were confirmed to the depositories.
• Securities dematerialised have been listed on exchanges where the earlier issued securities are listed.
• Physical certificates for dematerialisation were mutilated and cancelled; depositories substituted as registered owner within timelines.
• Period covered: 01 Jul 2026 to 30 Sep 2026.

Open Offer Overview

• Acquirers: Mr. Prafful Agarwal and Mrs. Anupam Gupta.
• Target: Frontier Capital Limited, RBI-registered NBFC.

Offer Details

• Open Offer to acquire up to 43,58,163 equity shares, 26%.
• Offer price: 10.20 per share; total consideration 4,44,53,263.
• Cash payment to Public Shareholders.
• Tendering period: 10 working days; LOF to follow.
• Open Offer not conditional on minimum acceptance.
• Regulatory approvals include RBI prior approval.
• Underlying Transaction triggers mandatory offer under SPA.
• Acquirers to become Promoter on completion.

Underlying Transaction

• Direct acquisition: 93,98,455 equity shares, 56.07% of voting capital.
• Share Purchase Agreement dated Oct 13, 2026.
• Post-transaction: Acquirer I 50.46%, Acquirer II 5.61%.
• Sellers hold 56.07% pre-transaction.

Post-Offer Impact

• Post-offer promoters hold majority stake.
• Public shareholding impacted by 26% open offer.
• No delisting intention by Acquirers.
• Sellers relinquish control and declassify as promoters.

Key Dates

• Public Announcement date: 13 October 2026.
• DPS publication deadline: by Oct 21, 2026.
• LOF and Detailed Public Statement to follow.
• Tendering period: 10 working days.
• Payment date to be announced in LOF.

Open Offer Overview

• Acquirers: Prafful Agarwal and Anupam Gupta.
• Target: Frontier Capital Limited.
• Offer size: up to 43,58,163 shares (26%).
• Offer price: Rs 10.20 per share; cash payment.
• Type: Mandatory offer triggered by SPA and control change.

Offer Details

• Total consideration: Rs 4,44,53,263 to public shareholders.
• Underlying SPA dated Oct 13, 2026 to acquire 93,98,455 shares (56.07%).
• Eligibility: Public shareholders excluding acquirers and SPA parties.
• Regulatory approvals: RBI prior approval required for NBFC status.
• No minimum acceptance condition; not a competitive bid.

Transaction Background

• SPA dated Oct 13, 2026 between Acquirers and Sellers.
• Sellers: Anirudh Bhuwalka and Inimitable Capital Finance Private Limited; 56.07% pre-transaction.
• Post-transaction promoters: Acquirers to become promoters; promoters to declassify.

Post-Offer Impact

• Acquirer I post-transaction holding: 50.46%.
• Acquirer II post-transaction holding: 5.61%.
• Combined post-transaction holding (pre-open offer): 56.07%.
• Open offer may require SCRR actions if promoter holding exceeds 75%.
• No delisting intention; promoters to relinquish control after offer.

Timeline and Process

• Public Announcement date: Oct 13, 2026.
• DPS to be published within five working days (by Oct 21, 2026).
• Tendering period: 10 working days.
• LOF to disclose opening and closing dates.
• Eligibility: Public shareholders excluding Acquirers and SPA parties.

Recommendations

• Independent directors' recommendations: not disclosed.

Other Material Information

• Regulatory approvals required: RBI; SEBI SAST; other statutory approvals.
• Conditions: subject to SPA conditions and DPS/LOF terms.
• Offer not conditional on minimum acceptance.
• Sellers relinquish control; promoters declassified.
• Acquirers do not intend to delist.

Open offer terms and SPA

• Acquirers to acquire 93,98,455 shares (56.07%) of Frontier Capital Ltd at ₹10 per share.
• SPA dated Oct 13, 2026 with promoters sets terms and conditions.
• Open Offer of 43,58,163 shares (26.00%) on fully diluted basis at ₹10.20.
• Acquirers cross 25% voting rights triggering the Open Offer.
• Promoter Seller: Anirudh Bhuwalka and Inimitable Capital Finance Pvt Ltd held 93,98,455 shares.
• Target Company is not a party to the SPA.
• Post-transaction, acquirers will obtain control and may appoint board representatives after offer expiry.
• Open Offer price ₹10.20 per share; SPA price ₹10 per share.
• Date of disclosures: 13 Oct 2026.
• Target: Frontier Capital Limited; Acquirers: Prafful Agarwal and Anupam Gupta.

Open Offer Overview

• Acquirers are Mr. Prafful Agarwal and Mrs. Anupam Gupta; no PACs disclosed.
• Target company is Frontier Capital Limited.
• Trigger: Open offer under SEBI SAST Regulations for substantial acquisition.

Offer Details

• Up to 4,358,163 shares representing 26% of total voting capital.
• Offer price: ₹10.20 per share; total cash consideration ₹44,453,262.60.
• Payment mode: cash.
• Type: Mandatory open offer under SEBI SAST Regulations.

Transaction Background

• Regulatory trigger under SEBI SAST Regulations; Public Announcement dated 13 October 2026.
• Manager to the offer: Srujan Alpha Capital Advisors LLP.

Post-Offer Impact

• No stated plans to delist or change management.
• Open offer targets 26% stake from public shareholders.
• No explicit promoter status change mentioned.

Timeline and Process

• Public Announcement dated 13 October 2026.
• Eligibility: public shareholders of the target; no opening/closing dates disclosed.

Regulatory and Other

• Open offer under SEBI SAST Regulations; no other approvals noted.

Frontier Capital Ltd – Trading window closed from Oct 01, 2026 until 48 hours after the declaration of unaudited financial results for the Quarter and Six Months ended September 30, 2026

AGM Details

• 42nd AGM held on 08 September 2026 via VC/OAVM.
• Record date fixed at 01 September 2026; shareholders on record 2,090.
• Notice for AGM dated 13 August 2026.

Resolutions and outcomes

• Resolution 1: Adoption of audited standalone financial statements for year ended 31 March 2026.
• Outcome: Passed with 99.88% in favour.
• Resolution 2: Re-appointment of Mr. Mayur Nagindas Doshi as director (retire by rotation).

Directors

• Mr. Mayur Nagindas Doshi re-appointed as director, retirement by rotation.

Dividend and Related Parties

• No dividend declared.
• No material related party transactions disclosed.

Auditors

• No changes to auditors reported.

Shareholder attendance

• 20 attendees via video conferencing: 1 promoter group, 19 public.

AGM Details

• AGM held on 08 Sep 2026 via VC/OVM, started at 03:30 PM IST.
• Quorum present; meeting concluded at 03:45 PM IST.

Ordinary Business

• Adopt Audited Standalone Financial Statements for the year ended March 31, 2026.
• Re-appointment of director by rotation: Mayur Nagindas Doshi.

Voting & Results

• E-voting conducted; results to be published on company website and submitted to stock exchange.
• Remote e-voting window was open from Sep 5 to Sep 7, 2026.

Director Changes

• Director Mayur Nagindas Doshi retires by rotation and seeks re-appointment.

Record closure window

• Book closure: 01 Sep 2026 to 08 Sep 2026 (inclusive) for 42nd AGM.
• AGM date/time: 08 Sep 2026 at 3:30 PM IST via VC/OAVM.
• Purpose: entitlement for AGM-related actions; transfer books and register of members closed.
• For financial year 2025-26.