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.

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.

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:

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.

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:

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.