Offer Details

  • Acquirer: JBCG Advisory Services Private Limited
  • Persons Acting in Concert (PACs): Mr. Chandir Gobind Gidwani (PAC 1) and Mr. Jaspal Singh Bindra (PAC 2)
  • Target Company: Oscar Global Limited (CIN: L51909DL1990PLC041701)
  • Offer Size: Up to 18,53,096 equity shares of face value ₹10 each
  • Percentage of Emerging Equity: 3.63% (represents entire eligible public shareholding)
  • Offer Price: ₹10.00 per equity share
  • Maximum Consideration: ₹1,85,30,960 (assuming full acceptance)
  • Payment Mode: Cash
  • Offer Type: Mandatory offer under Regulations 3(1) and 4 of SEBI (SAST) Regulations, 2011

Triggering Transactions

The open offer is triggered by two underlying transactions:

1. Share Purchase Agreement (SPA) dated September 23, 2026:

  • Acquisition of 14,46,904 fully paid-up equity shares from existing promoters
  • Sellers: Mr. Gopal Bhatter (3,69,112 shares, 11.19%) and Gopal Bhatter HUF (10,77,792 shares, 32.66%)
  • Purchase price: ₹10 per share, total consideration ₹1,44,69,040
  • Represents 43.85% of existing equity and 2.84% of emerging equity

2. Share Swap and Subscription Agreement (SSSA) dated September 23, 2026:

  • Preferential issue of 3,45,10,000 equity shares to acquirer for consideration other than cash
  • Share swap ratio 1:1 against transfer of 3,45,10,000 shares of Calculus Travel Ventures Private Limited
  • Represents 67.64% of emerging equity capital
  • Additional preferential issue of 1,32,06,400 shares to public category investors for cash

Financial Arrangements

  • 100% of maximum consideration (₹1,85,30,960) deposited in escrow account with Axis Bank Limited
  • Escrow Account No.: 926020040640388
  • Escrow Agreement dated September 25, 2026
  • Net worth of acquirer as of June 30, 2026: Negative ₹18,150.11 lakh
  • PACs providing financial assistance but not acquiring shares individually

Share Capital Structure

Existing Capital (Pre-Preferential):

  • Total equity shares: 33,00,000
  • Fully paid-up shares: 32,83,600 (99.50%)
  • Partly paid-up shares: 16,400 (0.50%, paid-up to ₹5 per share)
  • Existing equity capital: ₹3,30,00,000

Emerging Capital (Post-Preferential):

  • Proposed preferential issue: 4,77,16,400 shares
  • Total emerging capital: 5,10,16,400 shares valued at ₹51,01,64,000
  • Regulatory requirement: Open offer for 26% of emerging capital (1,32,64,264 shares)
  • Actual offer restricted to available public shareholding of 3.63% (18,53,096 shares)

Offer Schedule

  • Public Announcement Date: Wednesday, September 23, 2026
  • Detailed Public Statement Date: Tuesday, September 29, 2026 (published September 30, 2026)
  • DLOO Filing Date: Thursday, October 08, 2026
  • Identified Date: Tuesday, November 03, 2026 (for shareholder identification)
  • Tendering Period: Wednesday, November 18, 2026 to Wednesday, December 02, 2026
  • Settlement Completion: Within 10 working days from tendering period closure
  • Last Date for Upward Revision: Tuesday, November 17, 2026

Key Conditions and Limitations

  • No Minimum Acceptance: Offer not conditional on minimum acceptance level
  • No Competing Offer: No competing offer as of DLOO date
  • Statutory Approvals: No approvals required for open offer acquisition as of date
  • Preferential Issue Approvals: Subject to shareholder approval and BSE approval under SEBI (LODR) Regulations
  • Lock-in Restrictions: Preferential allottees for cash (1,32,06,400 shares) subject to 6-month lock-in and ineligible to participate in open offer
  • Partly Paid Shares: 16,400 partly paid-up shares eligible but offer price reduced by calls-in-arrears (₹5 per share + interest)

Post-Offer Shareholding

Assuming full acceptance and completion of underlying transactions:

  • Acquirer Holding: 3,78,10,000 shares (74.11% of emerging equity)
  • Public Shareholding: 25.89% (meets minimum public shareholding requirement)
  • Existing Promoters: Will cease to hold shares and seek reclassification from promoter category

Target Company Business Status

  • Current Operations: No revenue from operations during FY2026
  • Historical Business: Previously engaged in leather garment production and export
  • Financial Performance FY2026:
  • Total Income: ₹14.43 lakh (previous year: ₹15.51 lakh)
  • Loss before tax: ₹11.16 lakh (previous year: ₹21.06 lakh)
  • Operations closed and assets sold pursuant to shareholder approval

Risk Factors

A. Risks relating to Underlying Transactions:

  • Consummation subject to various conditions including statutory approvals
  • Preferential issue requires shareholder approval and BSE in-principle approval
  • No assurance of completion within contemplated timelines

B. Risks relating to Offer:

  • Eligible public shareholding only 3.63% versus regulatory requirement of 26%
  • Equity shares once tendered cannot be withdrawn during tendering period
  • Lien marked on tendered shares until settlement completion
  • Non-resident shareholders require RBI approvals for participation
  • Possible delays in regulatory approvals affecting settlement timeline

C. Risks in Associating with Acquirer:

  • Acquirer has negative net worth of ₹18,150.11 lakh
  • Acquirer and PACs may not have direct operating experience in Target Company's business
  • Target Company has no current revenue operations

Manager and Registrar Details

  • Manager to Offer: Bonanza Portfolio Limited (SEBI Regn: INM000012306)
  • Registrar to Offer: Purva Sharegistry (India) Private Limited (SEBI Regn: INR000001112)
  • Buying Broker: Nikunj Stock Brokers Limited (SEBI Regn: INZ000169335)
  • Escrow Banker: Axis Bank Limited

Taxation Notes

  • STT applicable at 0.1% for on-market transactions
  • Capital gains tax treatment depends on holding period:
  • Short-term (≤12 months): 20% + applicable surcharge and cess
  • Long-term (>12 months): 12.5% + applicable surcharge and cess (above ₹1,25,000 exemption)
  • No TDS deduction for resident shareholders
  • Non-resident shareholders must comply with applicable DTAA provisions
  • Detailed tax implications provided in Section 12 of DLOO

Documents for Inspection

Copies available for inspection at Manager's office during tendering period, including:

  • Certificate of Incorporation and MOA/AOA of Target Company and Acquirer
  • SPA and SSSA agreements
  • Net worth certificates
  • Valuation reports
  • Board resolutions
  • Escrow agreement and statements