Public Announcement Details

Offer Details

  • Offer Size: Up to 18,36,696 fully paid-up equity shares of face value ₹10.00 each
  • Percentage of Emerging Capital: 3.60% of emerging equity and voting share capital
  • Offer Price: ₹10.00 per equity share
  • Total Consideration: ₹1,83,66,960 (assuming full acceptance)
  • Mode of Payment: Cash payment as per Regulation 9(1)(a) of SEBI SAST Regulations
  • Offer Type: Triggered offer under Regulations 3(1) and 4 of SEBI SAST Regulations

Triggering Transactions

Preferential Allotment (Approved September 23, 2026)

The Board of Directors approved preferential issue of 4,77,16,400 equity shares (face value ₹10 each) at issue price of ₹10 per share:

  • 3,45,10,000 shares (67.70% of emerging capital) to JBCG Advisory Services Private Limited through share swap transaction for acquisition of Calculus Travel Ventures Private Limited
  • 1,32,06,400 shares (25.89% of emerging capital) to public category investors for cash consideration:
  • Pie Strategies LLP: 18,36,816 shares (3.60%)
  • Alok Rajesh Nanavaty: 1,13,69,584 shares (22.29%)

Share Purchase Agreement (Executed September 23, 2026)

  • Acquisition: 14,46,904 equity shares from existing promoters
  • Sellers: Mr. Gopal Bhatter (3,69,112 shares) and Gopal Bhatter HUF (10,77,792 shares)
  • Purchase Price: ₹10.00 per share
  • Total Consideration: ₹1,44,69,040
  • Percentage: 44.06% of existing equity capital / 2.84% of emerging capital

Capital Structure Impact

Existing Capital Structure (Pre-Transaction)

  • Total Equity Capital: ₹3,30,00,000 divided into 33,00,000 equity shares of ₹10 each
  • Fully Paid-up Shares: 32,83,600 shares
  • Partly Paid-up Shares: 16,400 shares (paid-up to ₹5.00 per share)
  • Voting Share Capital: 32,83,600 fully paid-up equity shares (partly paid shares don't carry voting rights)

Emerging Capital Structure (Post-Transaction)

  • Total Equity Capital: ₹51,00,00,000 divided into 5,10,00,000 equity shares of ₹10 each
  • Acquirer's Post-Transaction Holding: 3,59,56,904 equity shares (70.50% of emerging capital)

Open Offer Particulars

  • Eligible Shareholders: All public shareholders except preferential allottees holding 1,32,06,400 shares
  • Ineligible Participants: Preferential allottees are excluded under Regulation 7(6) of SEBI SAST Regulations
  • Offer Size Rationale: Although Regulation 7(1) requires 26% offer size, eligible public shareholding represents only 3.60% of emerging capital
  • Identified Date: 10th working day prior to commencement of tendering period

Management and Control Changes

  • JBCG Advisory Services Private Limited will become promoter of Target Company
  • Existing promoters (Mr. Gopal Bhatter and Gopal Bhatter HUF) will be reclassified to public category under Regulation 31A of SEBI LODR Regulations
  • Acquirer intends to retain listing status of Target Company with no delisting offer proposed

Timeline and Next Steps

  • Detailed Public Statement: To be published on or before Wednesday, September 30, 2026 (within 5 working days)
  • Extraordinary General Meeting: Proposed to be held on October 20, 2026 for shareholder approval
  • Tendering Period: Details to be specified in Letter of Offer

Financial Arrangements and Undertakings

  • Acquirer and PACs have undertaken to comply with SEBI SAST Regulations
  • Acquirer has confirmed adequate financial resources to meet offer obligations
  • Offer is not conditional upon minimum level of acceptance per Regulation 19(1)