1. Acquisition of Calculus Travel Ventures Private Limited via Share Swap

The Board approved the 100% acquisition of Calculus Travel Ventures Private Limited ("Calculus") from its existing shareholder, JBCG Advisory Services Private Limited, by way of a share swap. The consideration for the acquisition involves the preferential issue and allotment of 3,45,10,000 (Three Crore Forty-Five Lakh Ten Thousand) fully paid-up Equity Shares of the Company of face value ₹10/- each, at an issue price of ₹10/- per Equity Share, for consideration other than cash.

2. Preferential Issue of Equity Shares for Cash Consideration

The Board approved fundraising via issuance and allotment of up to 1,32,06,400 (One Crore Thirty-Two Lakh Six Thousand Four Hundred) fully paid-up Equity Shares of face value ₹10/- each, at an issue price of ₹10/- per Equity Share, aggregating to ₹13,20,64,000/- (Rupees Thirteen Crore Twenty Lakh Sixty-Four Thousand Only) for cash consideration on a preferential basis to identified non-promoter allottees: Alok Rajesh Nanavaty and Pie Strategies LLP.

3. Total Preferential Allotment Size

The total preferential allotment approved aggregates to 4,77,16,400 Equity Shares of face value ₹10/- each at ₹10/- per share (comprising 3,45,10,000 shares for share swap and 1,32,06,400 shares for cash). This is subject to approval of shareholders and other statutory/regulatory approvals under Chapter V of SEBI ICDR Regulations and Section 62(1)(c) read with Section 42 of the Companies Act, 2013.

4. Convening of Extraordinary General Meeting (EGM)

The Board approved convening an EGM of members on Tuesday, October 20, 2026, at 11:00 AM IST via Video Conferencing (VC) / Other Audio Visual Means (OAVM) to seek shareholder approval for the aforementioned matters.

5. Opening of Bank Account

The Board approved opening a new operational bank account in the name of the Company and authorized Key Managerial Personnel and Directors for its joint operation.

6. SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 Disclosures

Preferential Allotment Details:

  • Type of securities: Fully paid-up Equity Shares of face value ₹10/- each
  • Type of issuance: Preferential Issue under Section 62(1)(c) of Companies Act, 2013 and SEBI ICDR Regulations
  • Total number of securities: Aggregate of 4,77,16,400 Equity Shares at ₹10/- per share, aggregating ₹47,71,64,000/-
  • Share Swap: 3,45,10,000 shares (₹34,51,00,000/-)
  • Cash: 1,32,06,400 shares (₹13,20,64,000/-)
  • Allottees:

1. JBCG Advisory Services Private Limited (Corporate / Promoter Group)

2. Alok Rajesh Nanavaty (Non-Promoter / Public) – 1,13,69,704 shares (Cash)

3. Pie Strategies LLP (Non-Promoter / Public) – 18,36,696 shares (Cash)

  • Issue Price & Pricing Basis: ₹10/- per share (at par), determined as per Valuation Report issued by Independent Registered Valuer Harshavardhan Bapat (IBBI Reg. No.: IBBI/RV/06/2021/14145) in terms of SEBI ICDR Regulations
  • Pre and Post Allotment Shareholding:
  • Pre-Issue Paid-up Capital: 33,00,000 Equity Shares
  • Post-Issue Paid-up Capital: 5,10,16,400 Equity Shares

Acquisition Details (Calculus Travel Ventures Private Limited):

  • Target Entity: Calculus Travel Ventures Private Limited ("Calculus")
  • Industry/Sector: Travel Services, Corporate Travel Management, and Travel Technology
  • Objects & Impact of Acquisition: Strategic business diversification into high-growth travel technology and services sectors
  • Consideration Mode: 100% consideration discharged via Share Swap (issuance of 3,45,10,000 Equity Shares of OGL)
  • Percentage of Shareholding Acquired: 100% Equity Control (Calculus will become a Wholly Owned Subsidiary of OGL)