JMG Corporation Draft Letter of Offer Filed with SEBI for Open Offer Process

In a significant development in the ongoing corporate action, Mr. Neerav Bairagi has filed the Draft Letter of Offer (DLOF) with SEBI on December 18, 2025, for his mandatory open offer to acquire up to 26% of JMG Corporation 's voting capital. The company has received a copy of the Draft Letter of Offer and has disclosed the same to BSE Limited under Regulation 30 of SEBI (LODR) Regulations, 2015.

Open Offer Structure and Timeline

The comprehensive Draft Letter of Offer outlines the complete framework for the mandatory open offer triggered by Mr. Bairagi's agreement to purchase a substantial stake from the company's promoter.

Offer Parameter:	Details
Target Shares:	Up to 60,21,053 equity shares
Percentage Sought:	26% of voting capital
Offer Price:	₹5.30 per share
Total Consideration:	₹3.19 crore
Face Value:	₹2.50 per share

Tentative Schedule of Activities

Srujan Alpha Capital Advisors LLP, as the Manager to the Open Offer, has outlined a detailed timeline for the offer process:

Key Milestone:	Tentative Date
Identified Date:	January 13, 2026
Letter of Offer Dispatch:	January 20, 2026
Tendering Period Opening:	January 28, 2026
Tendering Period Closure:	February 10, 2026
Payment Completion:	February 25, 2026

Financial Arrangements and Escrow

The acquirer has demonstrated financial readiness by depositing ₹81.00 lakh in the escrow account with Kotak Mahindra Bank Limited, representing more than 25% of the total consideration payable. This deposit confirms compliance with SEBI regulations for mandatory open offers.

Financial Detail:	Amount/Information
Escrow Deposit:	₹81.00 lakh
Escrow Bank:	Kotak Mahindra Bank Limited
Certification Date:	December 09, 2025
Net Worth of Acquirer:	₹1,084.47 lakh

Background Transaction Details

The open offer stems from Mr. Bairagi's Share Purchase Agreement dated December 04, 2025, with the current promoter Mr. Atul Kumar Mishra:

Transaction Element:	Specification
Seller:	Mr. Atul Kumar Mishra
Shares to be Acquired:	84,80,331 shares
Acquisition Percentage:	36.62%
Purchase Price:	₹4.20 per share
Total Value:	₹3.56 crore

Regulatory Compliance and Documentation

The Draft Letter of Offer provides comprehensive details about the offer mechanics, risk factors, and settlement procedures. Key regulatory aspects include:

No minimum acceptance level required
Proportionate acceptance if oversubscribed
Stock exchange mechanism through BSE Limited
Both physical and demat shares eligible for tendering

Market Impact and Shareholder Options

The open offer provides public shareholders with an exit opportunity at ₹5.30 per share, representing a premium to the ₹4.20 price for the promoter stake acquisition. Upon completion, Mr. Bairagi will become the new promoter, potentially controlling up to 62.62% of the company if the offer is fully subscribed.

The company's shares are currently listed on BSE with scrip code 523712, and the offer follows all SEBI (SAST) Regulations for substantial acquisition of shares and takeovers. Shareholders will receive the formal Letter of Offer closer to the tendering period commencement.

JMG Corporation Limited has reported a significant increase in net loss for the half-year ended September 30, 2025, according to the company's latest unaudited financial results. The loss widened to Rs 73.88 lakhs, more than doubling from Rs 32.66 lakhs in the same period last year.

Financial Performance

The company's financial performance showed a notable decline across key metrics:

Particulars	Half-Year Ended Sept 30, 2025	Half-Year Ended Sept 30, 2024	Change
Revenue from Operations	Rs 33.50 lakhs	Rs 62.10 lakhs	-46.1%
Total Income	Rs 34.83 lakhs	Rs 23.29 lakhs	+49.5%
Employee Benefit Expenses	Rs 40.60 lakhs	Rs 22.00 lakhs	+84.5%
Total Expenses	Rs 108.70 lakhs	Rs 59.34 lakhs	+83.2%
Net Loss	Rs 73.88 lakhs	Rs 36.05 lakhs	+104.9%

Key Observations

Revenue Decline: The company's revenue from operations saw a sharp decline of 46.1%, dropping from Rs 62.10 lakhs to Rs 33.50 lakhs.
Increased Expenses: Despite the revenue drop, total expenses rose significantly by 83.2%, primarily driven by a substantial increase in employee benefit expenses.
Employee Costs: Employee benefit expenses nearly doubled, increasing from Rs 22.00 lakhs to Rs 40.60 lakhs, representing an 84.5% rise.
Widening Losses: The net loss for the period more than doubled, increasing by 104.9% compared to the same period last year.

Segment Performance

JMG Corporation operates in two main segments:

Professional Services: This segment generated revenue of Rs 33.50 lakhs for the half-year.
Trading: The trading segment did not report any significant revenue for the period.

Balance Sheet Highlights

As of September 30, 2025:

Total Assets: Rs 776.26 lakhs
Total Equity: Rs 646.11 lakhs
Current Liabilities: Rs 128.02 lakhs

Management Commentary

The company did not provide specific management commentary on the results in the available data. However, the board of directors approved these unaudited financial results at their meeting held on November 14, 2025.

Investors and stakeholders should note that these are unaudited results and may be subject to changes upon audit. The company's performance indicates challenges in revenue generation and cost management, particularly in employee-related expenses.