Frontier Capital508980Open offer announcement

Share Purchase Agreement for 56.07% stake signed; Open Offer at ₹10.20 per share for 26.00%

Acquirers Mr. Prafful Agarwal and Mrs. Anupam Gupta have entered into a Share Purchase Agreement dated October 13, 2026 with the promoters.

By ScoutQuest · Tue 13 Oct 2026, 6:16 PM IST · 3 min read

56.07%Acquirers' stake in the equity and voting share capital

Acquirers' stake in the equity and voting share capital: 56.07%.

SPA stake acquired: 93,98,455 equity shares — 56.07% of the equity and voting share capital
SPA price per share: ₹10/- per equity share
Open Offer terms: 43,58,163 shares (26.00% on a fully diluted basis) at ₹10.20/- per equity share in cash

Mr. Prafful Agarwal and Mrs. Anupam Gupta (the Acquirers) have entered into a Share Purchase Agreement dated October 13, 2026 with the promoters of the company.
The promoters, described in the disclosure as the Promoter Seller, are Mr. Anirudh Bhuwalka and M/s. Inimitable Capital Finance Private Limited.
Under the SPA, the Acquirers have agreed to acquire 93,98,455 equity shares, constituting 56.07% of the equity and voting share capital of the company, along with control over the company.
The consideration is ₹10/- per equity share, subject to statutory approvals, if any, and satisfaction of the conditions precedent set out in the SPA, unless waived in accordance with the SPA.
The copy of the SPA was received by the company on October 13, 2026.

Because the Acquirers have entered into the SPA to acquire voting rights in excess of 25% of the equity and voting share capital, accompanied with control, an Open Offer has been made to the public shareholders.
The Open Offer is for 43,58,163 fully paid-up equity shares of face value of ₹10/- each, representing 26.00% of the total equity and voting share capital on a fully diluted basis.
The offer price is ₹10.20/- per equity share, payable in cash.
The shares are to be acquired from public shareholders as of the tenth working day from the closure of the tendering period of the Open Offer.
The SPA is subject to the successful completion of the Open Offer.

The Promoter Seller holds the 93,98,455 equity shares, being 56.07% of the equity and voting share capital, that are the subject of the SPA.
Upon consummation of the transaction and post successful completion of the Open Offer, the Acquirers will acquire control over the company and will become the promoters of the company.
The Promoter Seller and other members of the promoter group, if any, will cease to be members of the promoter and promoter group and will be classified into the public category, in terms of Regulation 31A (10) of the SEBI (LODR) Regulations, 2015.
Upon completion of the proposed transaction, the Acquirers will, subject to compliance with various statutory laws and obligations, be entitled to appoint their representatives on the Board of Directors of the company after expiry of the offer period.

The company is not a party to the SPA, and there is no restriction or liability imposed on the company.
The Acquirers do not have any relationship with or interest in the company, and the shareholding in the entity with whom the agreement is executed is NIL.
Save and except the Promoter Seller, none of the parties to the SPA form part of or are related to the promoter or promoter group or group companies of the company.
The transaction would not fall within related party transactions.
No shares are being issued, so the question of an issue price or class of shares issued does not arise.

The shares being bought by the Acquirers from the promoters are priced at ₹10/- each, while the Open Offer to public shareholders is priced at ₹10.20/- each in cash.
The Open Offer covers 26.00% of the fully diluted equity and voting share capital, while the SPA covers 56.07%.
Both figures are stated in the disclosure as percentages and share counts as printed above; the outcome depends on the transaction completing and the Open Offer closing successfully.

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