EGM Details

  • Date: Friday, October 30th, 2026
  • Time: 11:00 AM (IST)
  • Mode: Video Conferencing (VC) / Other Audio-Visual Means (OAVM)
  • Cut-off date for voting rights: Friday, October 23rd, 2026
  • Remote e-voting period: Tuesday, October 27th, 2026 (9:00 AM IST) to Thursday, October 29th, 2026 (5:00 PM IST)
  • Deemed venue: Registered Office at 1/22, Second Floor, Asaf Ali Road, Delhi-110002

Business to be Transacted

SPECIAL BUSINESS

Item 1: Issuance of Equity Shares on Preferential basis

Preferential Issue Details

  • Total shares to be issued: 4,77,16,400 (Four Crore Seventy-Seven Lakh Sixteen Thousand Four Hundred) Equity Shares
  • Face value: ₹10/- per share
  • Issue price: ₹10/- per share
  • Total issue size: ₹47,71,64,000/- (Rupees Forty-Seven Crore Seventy-One Lakh Sixty-Four Thousand)
  • Relevant date for pricing: Wednesday, September 30, 2026 (30 days prior to EGM date)

Breakdown of Allottees

1. JBCG Advisory Services Private Limited (Proposed Acquirer/Promoter)

  • Shares: 3,45,10,000 Equity Shares
  • Consideration: Non-cash (share swap)
  • Value: ₹34,45,10,000/-
  • Purpose: Acquisition of 3,45,10,000 Equity Shares of Calculus Travel Ventures Private Limited

2. Pie Strategies LLP

  • Shares: 18,36,816 Equity Shares
  • Consideration: Cash
  • Value: ₹1,83,68,160/-

3. Mr. Alok Rajesh Nanavaty

  • Shares: 1,13,69,584 Equity Shares
  • Consideration: Cash
  • Value: ₹11,36,95,840/-

Total cash consideration: ₹13,20,64,000/- (Rupees Thirteen Crore Twenty Lakh Sixty-Four Thousand)

Shareholding Pattern Impact

| Category | Pre-Issue Shares | Pre-Issue % | Post-Issue Shares | Post-Issue % |

| Promoters Holding | 3,69,112 | 11.19% | 3,69,112 | 0.72% |

| Public Holding | 29,30,888 | 88.81% | 5,06,47,288 | 99.28% |

| JBCG Advisory | 0 | 0.00% | 3,45,10,000 | 67.64% |

| Total | 33,00,000 | 100.00% | 5,10,16,400 | 100.00% |

Change in Control

  • JBCG Advisory Services Private Limited will become the new Promoter with 67.64% holding
  • Existing Promoter/Promoter Group (Mr. Gopal Bhattar and Gopal Bhattar HUF) will seek reclassification from "Promoter/Promoter Group" category
  • Change subject to applicable provisions of SEBI LODR Regulations and SEBI SAST Regulations

Valuation Details

  • Valuer: Mr. Harshavardhan Bapat, Chartered Accountant and Registered Valuer (IBBI Registration No. IBBI/RV/06/2021/14145)
  • Valuation date: September 23, 2026
  • Methods used: Market Price Method and Net Asset Value Method
  • 12-month VWAP (Sept 1, 2025 to Aug 31, 2026): ₹17.01 per share
  • Illiquidity discount: 30% (₹5.10 per share)
  • NAV per share (as of March 31, 2026): ₹8.70
  • Weighted average value: ₹9.77 (rounded to ₹10.00)
  • Share swap ratio: 1:1 (Oscar Global share for Calculus Travel share)

Timeline and Conditions

  • Allotment to be completed within 15 days from passing of special resolution
  • If regulatory approvals pending, allotment within 15 days from receipt of last approval
  • Equity shares will be in dematerialized form
  • Shares will rank pari passu with existing equity shares
  • Lock-in period as prescribed under Regulation 167 of SEBI ICDR Regulations, 2018

Authorized Share Capital

  • Current authorized capital: ₹4,00,00,000/-
  • Proposed increase to: ₹60,00,00,000/- (approved at AGM on September 30, 2026)
  • MCA filing for increase pending as of notice date

Voting Arrangements

  • E-voting through NSDL system
  • Scrutinizer: M/s. Ramesh Chandra Bagdi, Company Secretary
  • Results to be declared within 2 working days of meeting conclusion
  • Results to be posted on company website and communicated to stock exchange

Documents Available for Inspection

  • Register of Directors and Key Managerial Personnel and their shareholding
  • Register of Contracts or Arrangements in which directors are interested
  • All documents referred to in the notice
  • Available electronically from notice date until EGM date