Oscar Global Ltd

Dematerialisation processing

• Dematerialisation requests received during the reporting period were confirmed to depositories.

Listing of dematerialised securities

• Securities dematerialised have been listed on the exchanges where the previously issued securities are listed.

Certificate handling and ownership update

• Physical certificates for dematerialisation were mutilated and cancelled after verification, with depository as registered owner substituted within timeline.

Open offer overview

• Open offer by JBCG Advisory and PACs to acquire 18,53,096 Oscar Global shares (3.63% emerging) at ₹10 each.
• Offer total cash ₹1,85,30,960; mandatory and not conditional on minimum acceptance.
• SPA/SSSA entail promoter sale of 14,46,904 shares and share swap of 3,45,10,000 OGL shares; cash 1,32,06,400 shares.
• Acquirer would hold 70.48% post-SPA/SSSA; after offer post-dilution 74.11%.
• Promoters to be declassified to public; Independent Directors committee to recommend; no competing offer.
• Escrow deposits 100% of offer funds; Bonanza to manage; no borrowings.
• Target listed on BSE; no delisting; minimum public shareholding to be maintained if required.
• Open offer not conditional on SPA/SSSA approvals; approvals under law may be required; preferential issue requires BSE approval.
• Key dates: PA 23 Sep 2026; DPS 30 Sep 2026; Identified Date 3 Nov 2026.
• Tendering window from 18 Nov to 2 Dec 2026; payment/rejection by 16 Dec 2026.

EGM scheduling

• EGM rescheduled to Oct 30, 2026 at 11:00 AM via VC/OAVM.
• Notice will be circulated to members and filed with stock exchanges.

Capital action

• EGM to seek approval for proposed preferential issue of equity shares, including share swap and cash issuance.
• Board-approved terms dated Sep 23, 2026 remain unchanged.

Oscar Global Limited: Trading window closes from Oct 01, 2026 till 48 hours after the declaration of Un-Audited Financial Results of the Company for the quarter and half year ending September 30, 2026, and becomes generally available information.

Open Offer Details

• Acquirer and PACs: JBCG Advisory Services Private Limited, with Mr. Jaspal Singh Bindra and Mr. Chandir Gobind Gidwani.
• Target: Oscar Global Limited.
• Purpose/trigger: Open Offer under SEBI SAST Regulations following substantial acquisition.
• Offer size: 18,53,096 equity shares representing 3.63%.
• Offer price: ₹10 per share; total consideration ₹1,85,30,960.
• Mode of payment: cash.
• Type: Open offer under SEBI SAST Regulations; mandatory upon threshold.

Transaction Background

• Triggering transactions include SPA and SSA and proposed preferential issue.
• Change in control: acquirer to hold 70.48% post-underlying transactions.

Post-Offer Impact

• Pre-offer acquirer shareholding: 70.48%.
• Post-offer stake: 74.11% (70.48% + 3.63%).
• No explicit delisting or management changes disclosed.

Regulatory/Approvals

• Regulatory framework: SEBI SAST Regulations; stock exchange approvals.
• PA corrigendum updates open offer size, financials, and shareholding percentages.

Open Offer Overview

• Acquirer: JBCG Advisory Services Private Limited.
• PACs: Jaspal Singh Bindra and Chandir Gobind Gidwani.
• Target: Oscar Global Limited.
• Trigger: Open offer under SEBI SAST for change in control.

Offer Details

• Offer size: up to 18,36,696 equity shares, 3.60% of Emerging Capital.
• Offer price: ₹10 per share; total consideration ₹1,83,66,960.
• Mode of payment: cash.
• Type: Triggered offer under Regulations 3(1) and 4.

Transaction Background

• SPA: 14,46,904 shares acquired at ₹10; 2.84% Emerging Capital.
• SSA: 3,45,10,000 shares via share swap; 67.70%.
• Board approval: preferential issue authorized Sep 23, 2026.
• Promoter change: Acquirer to promoter; existing promoters to public.

Post-Offer Impact

• Pre-Offer Acquirer holding: 0%.
• Post-Offer Emerging Capital: 70.50%.
• Promoter status: Acquirer promoter; existing promoters to public.
• Delisting: Listing to be retained; no delisting offer.
• Minimum public shareholding: Not specified; no minimum acceptance condition.

Timeline and Process

• PA date: 23 Sep 2026; DPS by 30 Sep 2026.
• EGM for preferential issue: 20 Oct 2026.
• Eligibility to tender: Public shareholders, excluding acquirer, PACs, promoters, and preferential allottees.
• Tendering period dates: not specified in this chunk.

Independent Directors' Recommendation

• Independent directors' recommendation: Not disclosed in this filing.

Other Material Information

• Regulatory approvals: SEBI SAST approvals and shareholder approvals for preferential issue.
• Conditions/risks: Open offer not conditional on minimum acceptance; promoter reclassification subject to approvals.
• Listing status: Acquirer intends to retain listing; no delisting.

Acquisition

• Approved 100% acquisition via share swap, issuing 3,45,10,000 equity shares.

Preferential issue and total size

• Approved preferential issue up to 1,32,06,400 equity shares for cash.
• Total preferential allotment size 4,77,16,400 shares for ₹47,71,64,000.
• Share swap allottee: JBCG Advisory Services Private Limited (promoter).
• Cash allotments: Alok Rajesh Nanavaty and Pie Strategies LLP (non-promoter/public).
• Pricing ₹10 per share; post-issue paid-up capital 5,10,16,400.
• Pre-issue paid-up capital: 33,00,000; post-issue: 5,10,16,400.

EGM convening

• EGM on Oct 20, 2026 at 11:00 AM IST via VC.

Bank account opening

• Opened a new operational bank account; KMP and Directors authorized jointly.

Regulatory disclosures

• Disclosures under SEBI circular on preferential allotment details.

Strategic rationale

• Strategic diversification into travel technology via Calculus Travel Ventures.

Board meeting adjournment update

• Clarification: adjournment due to unavoidable circumstances requiring further consideration and finalisation.
• Original reason 'due to want/lack of quorum' replaced with clarified reason.
• Revised date/time: Sept 23, 2026 at 1 PM for the adjourned meeting.
• All other particulars in the earlier intimation remain unchanged.

Board meeting update

• Board meeting commenced at 05:00 PM IST but could not transact due to lack of quorum.
• Adjourned to 01:00 PM IST on Sep 23, 2026, at the registered office.
• Will consider the same agenda items as intimated earlier.

Trading window

• Trading window remains closed for all Designated Persons and their immediate relatives.
• Closed until 48 hours after the outcome of the adjourned Board Meeting.