JMG Corporation is subject to a mandatory open offer by Mr. Neerav Bairagi to acquire a significant stake in the company. The offer represents a structured acquisition process under SEBI regulations, targeting public shareholders with specific terms and timeline.

Open Offer Details

The open offer targets the acquisition of substantial equity holdings in JMG Corporation Limited. Mr. Neerav Bairagi, the acquirer, seeks to purchase equity shares from existing public shareholders through a regulated process.

Regulatory Compliance and Recommendations

The offer follows mandatory requirements under Regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The Committee of Independent Directors of JMG Corporation has evaluated the proposal and provided their assessment to shareholders.

The Committee of Independent Directors unanimously recommended that the offer is fair and reasonable, with the recommendation approved on February 12, 2026. The committee determined that the offer price aligns with parameters prescribed in SEBI regulations and serves the interests of public shareholders.

Timeline and Process

The open offer follows a structured timeline with specific milestones for completion. Key dates have been revised following receipt of SEBI observations, ensuring compliance with regulatory requirements.

Implementation Mechanism

The open offer will be implemented through the Stock Exchange Mechanism provided by BSE Limited via a separate Acquisition Window. This mechanism ensures transparent and regulated execution of the share acquisition process.

Srujan Alpha Capital Advisors LLP serves as the Manager to the Offer, holding SEBI Registration No: INM000012829. The manager coordinates the offer process and ensures compliance with regulatory requirements throughout the acquisition period.

Shareholder Participation

Public shareholders holding equity shares as of the Identified Date (February 03, 2026) received the Letter of Offer through electronic and physical modes. However, all public shareholders, including those acquiring shares after the Identified Date, remain eligible to participate during the tendering period.

Shareholders can participate through registered selling brokers or buying brokers, depending on their demat account arrangements. The process accommodates both physical and dematerialized share holdings, ensuring broad accessibility for eligible participants.

JMG Corporation Limited has formally submitted the Committee of Independent Directors' recommendation for Mr. Neerav Bairagi's open offer to BSE Limited under Regulation 30 of SEBI regulations. The submission follows the Committee's unanimous approval during their meeting held on February 12, 2026, with the recommendation published on February 13, 2026.

Open Offer Details and Regulatory Framework

The open offer targets the acquisition of up to 60,21,053 fully paid-up equity shares of ₹2.50 each, representing 26% of JMG Corporation's total voting share capital at ₹5.30 per share. The Committee of Independent Directors comprises Mr. Neeraj Jain as Chairman, Mr. Satish Charankumar Patne, and Mr. Vivek Bansal as members.

Committee Independence and Recommendation

The Committee confirmed complete independence with no equity holdings or contractual relationships with either the target company or acquirer. The Committee reviewed the Public Announcement dated December 04, 2025, Detailed Public Statement dated December 11, 2025, and Letter of Offer dated February 05, 2026, concluding that the open offer is fair and reasonable.

Pricing Analysis and Compliance

The Committee's analysis revealed that the offer price of ₹5.30 exceeds the negotiated price of ₹4.20 per share under the Share Purchase Agreement executed on December 04, 2025. The offer price aligns with the 60-day volume-weighted average market price of ₹5.27, rounded off to ₹5.30 in accordance with SEBI regulations.

Publication and Documentation

The recommendation was published across multiple newspapers on February 13, 2026, ensuring widespread dissemination to shareholders. Srujan Alpha Capital Advisors LLP, as Manager to the Open Offer, coordinated the publication process and submitted the necessary documentation to BSE Limited.

Authorization and Next Steps

The submission was authorized by Nisha Kumari, Company Secretary and Compliance Officer of JMG Corporation Limited, and Jinesh Doshi, Designated Partner of Srujan Alpha Capital Advisors LLP with DPIN: 05229114. The open offer will proceed through BSE Limited's acquisition window mechanism as provided under SEBI regulations.