Frontier Capital Open Offer: ₹10.20 Price and Timeline

Open offer follows proposed promoter stake sale

Frontier Capital Limited has published a Detailed Public Statement for a mandatory open offer to its public shareholders. The offer follows a Share Purchase Agreement, or SPA, that provides for a transfer of promoter control in the company. Mr. Prafful Agarwal and Mrs. Anupam Gupta are the acquirers under the proposed transaction. They have offered to acquire up to 43,58,163 fully paid-up equity shares from eligible public shareholders. This represents 26.00% of Frontier Capital's total voting share capital. The offer price is ₹10.20 for each equity share with a face value of ₹10. Srujan Alpha Capital Advisors LLP is acting as the Manager to the Offer. The process has been disclosed under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Share purchase agreement triggered the requirement

The open offer was triggered by an SPA dated October 13, 2026. Under the agreement, existing promoters are to sell 93,98,455 equity shares to the acquirers. The block represents 56.07% of Frontier Capital's paid-up equity share capital. The agreed price for the promoter share sale is ₹10 per equity share. The consideration for this underlying acquisition is ₹9,39,84,550. The sellers named in the disclosures are Mr. Anirudh Bhuwalka and Inimitable Capital Finance Private Limited. Mr. Bhuwalka is selling 9,26,900 shares, representing 5.53% of the equity capital. Inimitable Capital Finance Private Limited is selling 84,71,555 shares, representing 50.54% of the equity capital.

₹10.20 offer price is above SPA price

The public offer has been fixed at ₹10.20 per fully paid-up equity share. This is ₹0.20 per share higher than the ₹10 per share agreed for the promoter stake transaction. If the open offer receives full acceptance, the aggregate consideration payable to tendering public shareholders will be ₹4,44,53,263, or about ₹4.45 crore. The payment is proposed to be made in cash through banking channels. The disclosed equity capital of Frontier Capital comprises 1,67,62,163 equity shares of face value ₹10 each. The offer is for a maximum of 26.00% of this voting capital. A revised public announcement was issued to correct a typographical error in the original filing. The revised announcement retained the stated open-offer size and price.

Detailed Public Statement was published in newspapers

The Detailed Public Statement was published after the public announcement dated October 13, 2026. Disclosures state that it appeared in Financial Express and Jansatta on October 20, 2026. Further publication details refer to Mumbai Lakshwadeep and publication dates between October 20 and October 23, 2026. The statement was also uploaded to the BSE website. Such disclosures outline the transaction structure, the open-offer terms and the applicable regulatory process. Srujan Alpha Capital Advisors LLP submitted the Detailed Public Statement to BSE as manager to the offer. Its SEBI registration number is stated as INM000012829. The public filing identifies Frontier Capital Limited as the target company.

Tendering window is set for December

The stated tendering period for the open offer is scheduled to begin on December 8, 2026. It is scheduled to close on December 21, 2026. The tendering period is described as 10 working days in the public disclosures. Exact procedural details are to be provided in the Letter of Offer. Shareholders who choose to participate will tender their eligible shares during this window, subject to the terms of the offer documents. Payments to shareholders whose shares are accepted are stated to be due by January 5, 2027. The consideration will be paid through banking channels. The Letter of Offer remains an important forthcoming document for shareholders assessing the tender process.

Key terms of the proposed transaction

RBI approval is relevant for the NBFC

Frontier Capital is registered as a non-banking financial company, or NBFC. Consequently, the proposed acquisition requires prior approval under the Reserve Bank of India's Master Direction on NBFC Acquisition of Shareholding or Control. This approval is relevant because the transaction involves a change in control through the promoter share transfer and related open offer. The public disclosures state that the offer is subject to applicable regulatory approvals. The SEBI takeover regulations require an open offer when an acquisition results in the specified level of voting rights or control. The RBI approval requirement is separate from the shareholder tendering process. Completion of the proposed transaction will therefore depend on the stated regulatory conditions being met. The filings do not change the announced tendering schedule.

Shareholding and listing compliance matter

If the SPA acquisition is completed and the open offer receives full acceptance, the acquirers would collectively hold 82.07% of Frontier Capital's voting share capital. This level exceeds the 75.00% threshold that leaves the minimum 25.00% public shareholding required for a company listed on BSE. The disclosures consequently refer to compliance with the Securities Contracts (Regulation) Rules, 1957. The issue is relevant because public shareholding must be maintained or restored in line with listing requirements. The filings do not set out a specific subsequent method or timetable for meeting the minimum public shareholding norm. Investors should therefore distinguish between the proposed acquisition and any future compliance action. The transaction documents identify the potential shareholding outcome but do not alter the statutory public-float requirement. Further disclosures may provide clarity after the open-offer process and regulatory approvals.

What shareholders should watch next

The Detailed Public Statement has set out the principal commercial terms of the offer, including the price, size and broad schedule. The next document of direct relevance to shareholders is the Letter of Offer, which is expected to provide the tendering procedure and exact operational details. The stated tendering window runs from December 8 through December 21, 2026. Frontier Capital's proposed control transfer is based on the sale of a 56.07% promoter stake at ₹10 per share. The mandatory public offer allows eligible shareholders to tender up to the disclosed 26.00% of voting capital at ₹10.20 per share. The transaction remains subject to the stated conditions and regulatory approvals, including RBI approval for the NBFC. Payment for accepted shares is currently stated to be made by January 5, 2027. Investors should rely on the formal offer documents and exchange disclosures for any updates to the process.