Draft Letter of Offer shared for a mandatory open offer at ₹10.00 per Equity Share for 3.63% of capital

Manager to the Offer has shared the Draft Letter of Offer for a mandatory open offer by JBCG Advisory Services Private Limited along with two persons acting in concert.

Thu 8 Oct 2026

Offer Price

₹10.00 per Equity Share, payable in cash

Offer Size

up to 18,53,096 Equity Shares, being 3.63% of the Emerging Equity and Voting Share Capital

Offer Period

opens Wednesday, November 18, 2026 and closes Wednesday, December 02, 2026

What this update is about

Bonanza Portfolio Limited, acting as Manager to the Offer, has submitted the Draft Letter of Offer for a mandatory open offer addressed to the public shareholders. The offer is made by JBCG Advisory Services Private Limited (the Acquirer) along with Mr. Chandir Gobind Gidwani (PAC 1) and Mr. Jaspal Singh Bindra (PAC 2), together referred to as the Acquirer and PACs.

Offer size and price

• The offer is for up to 18,53,096 Equity Shares, representing 3.63% of the Emerging Equity and Voting Share Capital.
• The offer price is ₹10.00 per Equity Share, payable in cash.
• This is the entire eligible public shareholding. Since the eligible public shareholding is less than the minimum offer size prescribed, the offer is restricted to that entire eligible public shareholding.
• There is no differential pricing, except in respect of partly paid-up Equity Shares, where the price payable is the offer price less the amount of calls-in-arrears and interest, if any.

Dates to note

• Offer opens: Wednesday, November 18, 2026
• Offer closes: Wednesday, December 02, 2026
• Last date for upward revision of the offer price and/or the offer size: Tuesday, November 17, 2026
• Last date for communicating acceptance or rejection and paying the consideration or refunding shares: Wednesday, December 16, 2026

What triggered the offer

• The Board of Directors of the target company approved, on September 23, 2026, a preferential issue of 3,45,10,000 fully paid-up Equity Shares to the Acquirer, representing 67.64% of the Emerging Equity and Voting Share Capital, for consideration other than cash, against the acquisition of Equity Shares of Calculus Travel Ventures Private Limited under a share swap transaction.
• The Board also approved a preferential issue of 1,32,06,400 fully paid-up Equity Shares to investors under the public category for cash consideration, subject to the approval of members at an Extra-Ordinary General Meeting proposed to be held on October 30, 2026.
• The open offer has been triggered by the transactions under the Share Purchase Agreement and the Share Swap and Subscription Agreement, for acquisition of substantial shareholding and voting rights in, and control over the management of, the target company.

Other points for shareholders

• Equity Shares allotted on a preferential basis to public category investors carry a lock-in of 6 (Six) months from the date of trading approval, and those allottees are not eligible to participate in this open offer.
• The offer is not subject to a minimum level of acceptance and is not a conditional offer.
• Shares tendered cannot be withdrawn during the tendering period; a lien is marked on them and they cannot be traded until the settlement formalities are completed.
• Holders of partly paid-up Equity Shares are also eligible to tender their shares in the open offer.
• Non-resident shareholders must obtain and submit the approvals or exemptions required, including from the RBI where applicable.
• The marketable lot for the purpose of this open offer is 1, and shareholders can participate by offering their shareholding in whole or in part.

About the target company

• For the financial year ended March 31, 2026, the target company reported Total Income of ₹14.43 lakh.
• It disclosed that it did not undertake any manufacturing or sale of products during the financial year ended March 31, 2026, that it has closed its operations and that, pursuant to approval of its shareholders, it has sold its plant, machinery and buildings.

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