Oscar Global Limited approved all nine resolutions proposed for its 35th Annual General Meeting (AGM) held on September 30, 2026. The meeting was conducted via Video Conferencing and Other Audio-Visual Means.

The scrutinizer’s report confirmed that each resolution received the requisite majority from shareholders. The voting results were consistent across all items, with 97.21% of valid votes cast in favour and 2.79% against.

Key Governance and Capital Decisions

The agenda included routine business such as adopting financial statements for FY26 and appointing statutory auditors. Significant special resolutions focused on regularising the status of several directors appointed during the year:

• Arvind Ganpat Desai: Regularised as Non-Executive and Independent Director.
• Gopal Bhattar: Regularised as Whole Time Director.
• Sonia Bhattar: Regularised as Non-Executive and Non-Independent Director.
• Monika Bhattar: Regularised as Non-Executive and Non-Independent Director.
• Radheyshyam Pandey: Regularised as Non-Executive and Independent Director.

Additionally, shareholders approved the appointment of a secretarial auditor for a five-year term from FY27 to FY31 and authorised an increase in the company’s authorised share capital.

Voting Breakdown

The voting pattern remained identical for every resolution, indicating a unified shareholder stance on both routine and special business items. No invalid votes were recorded in any category.

What the Numbers Show

The data reveals a complete absence of dissent differentiation between ordinary and special business. Typically, special resolutions involving director appointments or capital changes might attract varied scrutiny compared to routine financial adoption. However, the exact replication of vote counts (1,472,425 for; 42,252 against) across all nine items suggests that the same block of shareholders voted uniformly on every agenda item, or that the minority opposition did not distinguish between governance changes and standard compliance matters.

JBCG Advisory Services Private Limited, along with persons acting in concert Mr. Chandir Gobind Gidwani and Mr. Jaspal Singh Bindra, has launched a mandatory open offer to acquire up to 18,53,096 equity shares of Oscar Global Limited, representing 3.63% of the emerging equity and voting share capital, at ₹10 per share. The Detailed Public Statement was published on September 30, 2026, managed by Bonanza Portfolio Limited as Manager to the Offer.

The offer is triggered under Regulations 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, pursuant to a Share Purchase Agreement and a Share Swap and Subscription Agreement executed on September 23, 2026. The total maximum offer consideration, assuming full acceptance, stands at ₹1,85,30,960. The acquirer has deposited this full amount in an escrow account — "JBCG-OGI OPEN OFFER ESCROW ACCOUNT" — with Axis Bank Limited, in compliance with Regulation 17 of the SEBI (SAST) Regulations.

Acquirer and PAC profiles

JBCG Advisory Services is a Mumbai-based private limited company incorporated in 2016, engaged in management consultancy, advisory services, and commodity trading. Its equity share capital comprises 20,00,000 equity shares of ₹10 each. The two PACs, who are also the promoters and directors of the acquirer, hold equal stakes of 50% each in JBCG Advisory Services.

The net worth of the acquirer as on June 30, 2026 is ₹18,045.36 lakh, as certified by CA Vishal B. Srivastava. PAC 1, Mr. Chandir Gobind Gidwani, a qualified chartered accountant and estate investor, holds a net worth of ₹468.40 crore as on June 30, 2026. PAC 2, Mr. Jaspal Singh Bindra, a chartered accountant and MBA from XLRI with over 38 years of experience in Indian and international financial markets, holds a net worth of ₹139.00 crore as on June 30, 2026. The acquirer and PACs are associated with Centrum Group and confirm they hold no equity shares in Oscar Global as on the date of the Detailed Public Statement.

The financial performance of the acquirer across recent periods is summarised below:

Selling shareholders

The selling shareholders — Mr. Gopal Bhattar and Gopal Bhattar HUF — are the existing promoters of Oscar Global. Pursuant to the Share Purchase Agreement, the acquirer has agreed to acquire their combined holding of 14,46,904 equity shares at ₹10 per share, aggregating to ₹1,44,69,040. Post-transaction, both sellers will hold zero shares and will be declassified from the promoter category.

Target company overview

Oscar Global Limited was originally incorporated on October 9, 1990, as Corning International Private Limited and renamed to its present form in January 1995. The company is listed solely on BSE Limited and was voluntarily delisted from the Calcutta Stock Exchange with effect from January 3, 2025. Its equity shares are classified under Stage IV of the Graded Surveillance Measure framework on BSE. The company has not generated any revenue from operations during the recent financial period and is not carrying on any significant business operations.

The financial performance of Oscar Global across recent periods is as follows:

Acquisition structure and shareholding impact

The transaction is structured in two parts. First, the acquirer purchases 14,46,904 shares directly from the promoter sellers under the Share Purchase Agreement. Second, Oscar Global's board approved a preferential issue of 4,77,16,400 equity shares at ₹10 per share, comprising a share swap of 3,45,10,000 shares issued to the acquirer in exchange for 100% equity of Calculus Travel Ventures Private Limited, and a cash issue of 1,32,06,400 shares to identified non-promoter allottees — Alok Rajesh Nanavaty (1,13,69,584 shares) and Pie Strategies LLP (18,36,816 shares) — aggregating ₹13,20,64,000.

The post-offer shareholding on a diluted basis, assuming full acceptance, is as follows:

The preferential allottees receiving 1,32,06,400 shares for cash are ineligible to participate in the open offer under Regulation 7(6) of the SEBI (SAST) Regulations, as they are parties to the triggering transaction. Since the offer size represents the entire eligible public shareholding, no proportionate acceptance is envisaged and all validly tendered shares are expected to be accepted.

Offer price determination

The equity shares of Oscar Global are infrequently traded on BSE, with an annualised trading turnover of 3.84% based on 1,26,799 shares traded out of 33,00,000 listed shares during the twelve calendar months preceding the month of the Public Announcement (September 1, 2025 to August 31, 2026). The offer price of ₹10 per share was determined as the highest of applicable parameters under Regulation 8 of the SEBI (SAST) Regulations, including the negotiated price under the Share Purchase Agreement and a fair value of ₹10 per share certified by IBBI Registered Valuer Mr. Harshvardhan Bapat vide valuation report dated September 23, 2026.

Tentative offer schedule

What the numbers show

The open offer size of 3.63% reflects a structural constraint: eligible public shareholders hold only 18,53,096 shares out of an emerging equity capital of 5,10,16,400 shares, well below the 26% threshold mandated under Regulation 7(1) of the SEBI (SAST) Regulations. The acquirer's post-offer stake of 74.11% (assuming full acceptance) consolidates control decisively, with the vast majority of new equity locked in through the share swap and cash preferential allotments. Oscar Global's consistent net losses across all reported periods and the absence of revenue from operations underscore that this transaction is primarily a change-of-control and business diversification exercise rather than a financial turnaround play.