Prafful Agarwal and Anupam Gupta have initiated a mandatory open offer to acquire up to 26.00% of the total voting share capital of Frontier Capital Limited. The acquirers have set an offer price of ₹10.20 per fully paid-up equity share, aiming to purchase 43,58,163 shares from public shareholders.

This move follows the execution of a Share Purchase Agreement (SPA) dated October 13, 2026, wherein the acquirers agreed to buy 93,98,455 equity shares representing 56.07% of the company from promoter sellers Mr. Anirudh Bhuwaka and M/s. Inimitable Capital Finance Private Limited. The underlying transaction was valued at ₹9.40 crore, executed at a price of ₹10.00 per share. Consequently, the open offer price of ₹10.20 reflects the highest negotiated price and the volume-weighted average market price over the preceding 60 trading days.

Transaction Structure and Funding

The acquirers currently hold no equity in the target company. Upon completion of the SPA and assuming full acceptance of the open offer, they will collectively hold 82.07% of the voting share capital. This post-transaction holding falls below the minimum public shareholding requirement of 25.00% mandated for listing on BSE Limited. The acquirers have undertaken to reduce their shareholding to comply with Securities Contracts (Regulation) Rules, 1957, within the prescribed timeline.

To secure the open offer, the acquirers deposited ₹1.12 crore in an escrow account with Kotak Mahindra Bank Limited. This amount exceeds the 25% requirement of the total consideration payable under the open offer. The funds are sourced from cash and liquid investments held by the acquirers.

Regulatory Approvals and Timeline

As Frontier Capital is registered as a Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI), the transaction requires prior approval from the RBI under the Master Direction on NBFC Acquisition of Shareholding or Control. Failure to obtain this approval may lead to withdrawal of the offer if conditions are not met.

The tendering period for the open offer is scheduled to commence on December 8, 2026, and close on December 21, 2026. Payments to shareholders will be made in cash through banking channels by January 5, 2027.

Financial Performance Snapshot

The target company’s financials indicate volatility in recent years. Revenue declined from ₹68.8 crore in FY25 to ₹64.67 crore in FY26. Net profit after tax dropped significantly from ₹229.6 crore in FY25 to ₹4.78 crore in FY26. However, Q1FY27 results show a net income of ₹7.96 crore on revenue of ₹18.81 crore.

What the Numbers Show

A distinct divergence exists between the company’s net worth growth and its profitability trends. While net worth increased steadily from ₹245.43 crore in FY24 to ₹287.80 crore in Q1FY27, the earnings per share collapsed from ₹30.18 in FY25 to ₹0.03 in FY26. This suggests that the substantial profit jump in FY25 was likely driven by non-operating items or exceptional gains rather than core lending operations, given the modest revenue base of ₹68.8 crore. The subsequent normalization of profits to ₹4.78 crore in FY26 aligns more closely with the revenue trajectory, indicating a return to baseline operational performance.