JMG Corporation Independent Directors Unanimously Approve Open Offer at ₹5.30 Per Share

JMG Corporation Limited's Committee of Independent Directors has unanimously endorsed the open offer by Mr. Neerav Bairagi, recommending shareholders consider the acquisition proposal at ₹5.30 per equity share. The committee's decision came following their meeting on February 12, 2026, where they thoroughly analyzed the offer documents and regulatory compliance aspects. Open Offer Details 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. The proposed acquisition price stands at ₹5.30 per share, payable in cash under Regulations 3(1) and 4 of the SEBI (SAST) Regulations. Parameter: Details Acquirer: Mr. Neerav Bairagi Target Shares: 60,21,053 equity shares Stake Percentage: 26% of voting share capital Offer Price: ₹5.30 per share Face Value: ₹2.50 per share Manager to Offer: Srujan Alpha Capital Advisors LLP Committee Composition and Independence The Committee of Independent Directors comprises three members: Mr. Neeraj Jain as Chairman, Mr. Satish Charankumar Patne, and Mr. Vivek Bansal. The committee confirmed that none of the members hold equity shares in JMG Corporation or have any contractual relationships with either the target company or the acquirer, ensuring complete independence in their evaluation. Committee Member: Position Mr. Neeraj Jain: Chairman Mr. Satish Charankumar Patne: Member Mr. Vivek Bansal: Member Regulatory Compliance and Pricing Analysis The independent directors determined that the offer price complies with SEBI (SAST) Regulations, particularly Regulations 8(1) and 8(2). Their analysis revealed several key pricing benchmarks that support the fairness of the offer: 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 60-day volume-weighted average market price stood at ₹5.27, which was rounded up to ₹5.30 for the offer price JMG Corporation's equity shares are frequently traded on BSE Limited, meeting the regulatory definition under SEBI (SAST) Regulations Timeline and Documentation The open offer process has followed a structured timeline with proper regulatory filings. The Public Announcement was made on December 04, 2025, followed by the Detailed Public Statement on December 11, 2025, and the Letter of Offer on December 18, 2025. The committee's meeting on February 12, 2026, lasted from 10:00 AM to 11:00 AM, during which they reviewed all offer documents comprehensively. Recommendation and Shareholder Guidance While the committee unanimously concluded that the open offer is fair and reasonable, they emphasized that shareholders should independently evaluate the proposal and make informed decisions based on their individual circumstances and investment objectives. The recommendation aligns with regulatory requirements under Regulation 26(7) of the SEBI (SAST) Regulations, providing shareholders with professional guidance on the offer's merits. 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. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. 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