JBCG Advisory Services Private Limited has triggered a mandatory open offer for Oscar Global Limited, aiming to acquire up to 18,53,096 equity shares representing 3.63% of the emerging equity and voting share capital at an offer price of ₹10.00 per share.

The open offer follows the execution of a Share Purchase Agreement (SPA) and a Share Swap and Subscription Agreement (SSSA). Under these agreements, JBCG will acquire control of Oscar Global through a combination of buying promoter shares and receiving new equity in exchange for shares of Calculus Travel Ventures Private Limited.

Deal Structure and Shareholding Changes

The transaction involves two primary components that collectively result in JBCG acquiring a controlling stake in Oscar Global:

1. Share Purchase Agreement: JBCG agreed to purchase 14,46,904 fully paid-up equity shares from the existing promoters, Mr. Gopal Bhatter and Gopal Bhatter HUF, at ₹10.00 per share. This represents 43.85% of the existing equity capital.
2. Share Swap Transaction: Oscar Global will issue 3,45,10,000 equity shares to JBCG for consideration other than cash. These shares are issued against the transfer of 3,45,10,000 equity shares of Calculus Travel Ventures Private Limited, a wholly owned subsidiary of JBCG engaged in travel services.

Upon completion of these underlying transactions and the open offer, assuming full acceptance, JBCG will hold 3,78,10,000 equity shares, representing 74.11% of the emerging equity and voting share capital of Oscar Global. The existing promoters will exit their holding entirely.

Financial Arrangements and Escrow

The maximum consideration payable by JBCG under the open offer is ₹1,85,30,960, payable in cash. In compliance with SEBI regulations, the acquirer has deposited 100% of this amount in an escrow account with Axis Bank Limited. The offer is not conditional upon any minimum level of acceptance.

What the Numbers Show

A critical observation from the filing is the divergence between the acquirer's financial health and its acquisition capacity. The Draft Letter of Offer discloses that JBCG Advisory Services Private Limited reported a negative net worth of ₹18,150.11 lakh as on June 30, 2026. Despite this, the acquirer has deposited the full escrow amount of ₹1.85 crore. The filing notes that the Persons Acting in Concert (PACs), Mr. Chandir Gobind Gidwani and Mr. Jaspal Singh Bindra, have certified net worths of ₹468.40 crore and ₹139.00 crore respectively, indicating that the financial backing for the deal likely relies on the personal resources of the PACs rather than the balance sheet of the corporate acquirer itself.

Regulatory Context and Risks

The open offer is made pursuant to Regulations 3(1) and 4 of the SEBI (SAST) Regulations, 2011. The target company, Oscar Global, has disclosed that it did not undertake any manufacturing or sale of products during the financial year ended March 31, 2026, due to a shift in market demand away from leather garments. The company reported total income of ₹14.43 lakh and a loss before tax of ₹11.16 lakh for FY26.

The acquirer intends to continue with the existing line of business but has noted risks associated with reviving operations given the absence of current revenue-generating activities. The proposed preferential issue of shares to public investors for cash consideration is subject to shareholder approval and BSE listing approval, separate from the open offer obligations.

Oscar Global Limited scheduled its Extra Ordinary General Meeting (EGM) for October 30, 2026, following board approval on October 7, 2026. The company also fixed October 23, 2026 as the record date to determine eligible shareholders for e-voting.

The Board of Directors convened on October 7, 2026, commencing at 5:32 pm and concluding at 7:45 pm. During the session, directors considered and transacted business related to the upcoming shareholder meeting logistics and governance requirements.

Key meeting approvals

The board’s decisions focused on procedural readiness for the EGM. The following items were formally approved:

• Approval of the notice for the Extra Ordinary General Meeting scheduled for October 30, 2026.
• Fixing of October 23, 2026, as the record date for determining eligible shareholders entitled to cast votes via e-voting.
• Appointment of M/s Ramesh Chandra Bagdi, Company Secretaries, as the Scrutinizer responsible for conducting the e-voting process at the EGM.

Governance and compliance details

The announcement was filed with the Bombay Stock Exchange (BSE), where the company is listed under scrip code 530173. The filing was signed by Gopal Bhatter, Whole Time Director and Chief Financial Officer of Oscar Global Limited. The communication served to inform the exchange and investors about the specific dates and administrative appointments necessary for the lawful conduct of the general meeting.