Frontier Capital Limited has filed a revised public announcement regarding a mandatory open offer to acquire up to 26% of its equity at ₹10.20 per share. The correction addresses a typographical error in the definition of equity shares within the original document dated October 13, 2026.

The open offer is initiated by Mr. Prafful Agarwal and Mrs. Anupam Gupta, who collectively acquired 56.07% of the company's voting share capital from existing promoters Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited. This acquisition triggered obligations under Regulation 3(1) and Regulation 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Offer Structure and Consideration

The acquirers propose to purchase up to 43,58,163 equity shares from public shareholders. The total consideration for this portion amounts to ₹4,44,53,263. The underlying transaction, which triggered the open offer, involved the direct acquisition of 93,98,455 shares at ₹10 per share, totaling ₹9,39,84,550 in cash.

Regulatory and Sector Context

Frontier Capital is registered as a Non-Banking Finance Company (NBFC) with the Reserve Bank of India. Consequently, the change in control is subject to prior approval from the RBI. The acquirers have stated they have adequate financial resources to meet the obligations of the open offer. The offer is not conditional upon any minimum level of acceptance, nor is it a competitive bid.

Following the completion of the underlying transaction, the selling shareholders will relinquish all their holdings and be declassified from the promoter category. The acquirers will assume control and become the new promoters of the company.

What the Numbers Show

A comparison between the underlying transaction price and the open offer price reveals a ₹0.20 premium offered to public shareholders. While the promoters sold their entire stake at ₹10 per share, public shareholders are being offered ₹10.20 per share. This structure ensures compliance with SEBI regulations requiring a fair price determination, while providing a marginal exit premium to minority holders compared to the negotiated promoter sale price.

Frontier Capital shareholders approved the audited standalone financial statements for FY26 and reappointed Mayur Nagindas Doshi as director at its 42nd Annual General Meeting on September 8, 2026. Both ordinary resolutions passed with requisite majority, though public shareholders voted overwhelmingly against them.

The meeting was conducted via video conferencing in compliance with Ministry of Corporate Affairs and SEBI regulations. Chairman Prodyut Banerjee presided over the proceedings, which commenced at 3:30 pm. CS Shilpa Bandre of SB & Co. served as scrutinizer for the remote e-voting and electronic voting process.

Voting Results

A total of 2,090 shareholders were on record as of September 1, 2026. Of these, 20 shareholders attended via video conferencing: one from the promoter group and 19 from the public category. No shareholders attended in person or through proxy.

Promoter and promoter group holdings stood at 93,98,455 shares, while public non-institutional holdings were 73,63,708 shares. Total votes polled across both resolutions amounted to 84,82,179, representing 50.60% of outstanding shares.

Resolution 1: Adoption of Financial Statements

The resolution to adopt the audited standalone financial statements for the fiscal year ended March 31, 2026, together with the Board of Directors' report and auditors' report, received strong support from promoters but faced significant opposition from public shareholders.

The promoters voted 100% in favour, casting all 84,71,555 polled votes for the resolution. Among public non-institutional shareholders, only 124 votes were cast in favour out of 10,624 polled, with 10,500 votes against, representing 98.83% opposition within that category.

Resolution 2: Director Reappointment

Mr. Mayur Nagindas Doshi (DIN: 08351413), who retires by rotation, was reappointed as director. He is eligible for reappointment and offered himself for the position.

Similar to the first resolution, promoters cast unanimous support. Public non-institutional shareholders showed slightly less opposition compared to Resolution 1, with 619 votes in favour (5.83%) and 10,005 votes against (94.17%).

Governance and Compliance

The Board of Directors' report and statutory auditors' report on the financial statements were taken as read during the meeting. The CFO briefed members on revenue generated during FY26 and highlighted net profit achieved by the company, providing comparative analysis with the previous year.

All electronic data and relevant records of e-voting remain in the custody of the scrutinizer until the Chairman approves and signs the minutes of the 42nd AGM. The voting results and scrutinizer's report have been published on the company's website and submitted to the stock exchange.

The meeting concluded at 3:45 pm with a vote of thanks.