Gretex Corporate Services Ltd ("Manager to the Offer") has submitted to BSE a copy of Public Announcement ("PA") under Regulation 3(1) and 4 read with Regulations 13(1),14 and 15(1) of ....

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T6 ��,i, " Ac-v\ � A,v;nHda <lalka ,-:: DIN0:0 494136\ �\- J ----�.@:�: :f/ Whole-DTiirmeec tor• .7;.. �... ,........�, , ·· Enc-la.sa: b ove PUBLIC ANNOUNCEMENT (“PA”) UNDER REGULATION 3(1) AND 4 READ WITH REGULATIONS 13(1),14 AND 15(1) OF SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011, AND SUBSEQUENT AMENDMENTS THERETO. FOR ATTENTION OF THE PUBLIC SHAREHOLDERS OF JAY KAILASH NAMKEEN LIMITED Corporate Identification Number: U15549GJ2021PLC123708 Registered Office: Plot No. 6, Ground Floor, Vivekanand Main Road, Opp RMC Garden, Rajkot D H College, Rajkot- 360001, Gujarat, India Contact Number: +91 94262 02099; Email Address: cs@jaykailashnamkeen.com; Website: www.jaykailashnamkeen.com OPEN OFFER FOR ACQUISITION OF UPTO 21,76,540 (TWENTY-ONE LAKH SEVENTY-SIX THOUSAND FIVE HUNDRED FORTY ONLY) FULLY PAID-UP EQUITY SHARES OF FACE VALUE OF ₹ 10.00/- EACH (INDIAN RUPEES TEN) EQUITY SHARES OF JAY KAILASH NAMKEEN LIMITED (“TARGET COMPANY”) REPRESENTING 26.00% OF THE EMERGING EXPANDED FULLY DILUTED VOTING EQUITY SHARE CAPITAL (AS DEFINED BELOW) FROM THE PUBLIC SHAREHOLDERS (AS DEFINED BELOW) OF THE TARGET COMPANY BY MR. AMAR PRAMOD TALWAR (“ACQUIRER”) PURSUANT TO PREFERENTIAL ALLOTMENT AND EXECUTION OF SHARE SUBSCRIPTION AND SHARE SWAP AGREEMENT* (“SSSSA”) DATED AUGUST 13, 2026 ENTERED INTO AMONGST JAY KAILASH NAMKEEN LIMITED AND MR. AMAR PRAMOD TALWAR ,PURSUANT TO AND IN COMPLIANCE WITH REGULATION 3(1) AND 4 READ WITH REGULATIONS 13(1),14 AND 15(1) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVERS) REGULATIONS, 2011 AND SUBSEQUENT AMENDMENTS THERETO (“OPEN OFFER”). *The Target Company, at its meeting held on August 13, 2026, passed a resolution approving the preferential allotment of 33,74,375 (Thirty-Three Lakh Seventy-Four Thousand Three Hundred Seventy-Five Only) Equity Shares to Mr. Amar Pramod Talwar (“Acquirer”) and entered into a Share Subscription and Share Swap Agreement (“SSSSA”) with the Acquirer in connection therewith. Pursuant to the SSSSA, the Target Company has agreed to allot Equity Shares to the Acquirer by way of preferential allotment, pursuant to which the Acquirer shall hold 40.31% of the Expanded Voting Share Capital of the Target Company. The consideration for the aforesaid preferential allotment shall be discharged by way of a share swap, pursuant to which the Acquirer shall transfer 8,000 (Eight Thousand Only) Equity Shares held by him in Vayuveer Solutions Private Limited (“Selling Company”) to the Target Company, in consideration for the Equity Shares to be allotted by the Target Company to the Acquirer on a preferential basis. This Public Announcement (“PA” or “Public Announcement”) is being issued by Gretex Corporate Services Limited (“Manager to the offer”) for and on behalf of the Acquirer to the Public Shareholders (as defined below) of the Target Company in compliance with Regulation 3(1) and 4 read with Regulations 13(1), 14 and 15(1) and other applicable provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI (SAST) Regulations”). 1. Definitions: 1.1 “Acquirer” means Mr. Amar Pramod Talwar 1.2 “Emerging Fully Diluted Voting Equity Share Capital”/ “Expanded, Issued, Subscribed, and Voting Capital ” means the total equity share capital of the Target Company on fully diluted basis as of the tenth (10th) working day from the closure of the Tendering Period of the Open Offer, subject to receipt of statutory approval of Stock Exchange. 1.3 “Equity Shares” means the fully paid-up Equity shares of face value of ₹ 10/- (Rupees Ten Only) each of Target Company. 1.4 “SSSSA” means the agreement dated Thursday, August 13, 2026 for allotment of equity shares to the Acquirer by way of a preferential allotment. The consideration for the aforesaid preferential allotment shall be discharged by way of a share swap arrangement. The transfer of equity shares by the Acquirer of the Selling Company to the Target Company with the share swap forming the consideration for the proposed preferential allotment. 1.5 “Share Swap” means transfer of equity shares by the Acquirer to the Target Company shall constitute an integrated transaction, with the share swap forming the consideration for the proposed preferential allotment. 1.6 “Selling Company” means the Vayuveer Solutions Private Limited (“VSPL”) . 1.7 “Offer Shares” means 21,76,540 (Twenty-One Lakh Seventy-Six Thousand Five Hundred Forty Only) Equity Shares constituting of 26.00% of Emerging Expanded Equity and Voting Share Capital of the Target Company 1.8 “Public Shareholders” means all the shareholders of the Target Company who are eligible to tender their Equity Shares in the Open Offer in compliance with the SEBI (SAST) Regulations, other than: (i) the Acquirer, (ii) Seller, (iii) persons acting in concert with the Acquirer, (iv) the parties to any underlying agreement including persons deemed to be acting in concert with such parties. 1.9 “Tendering Period” means the period of 10 (ten) Working Days during which the Public Shareholders may tender their Equity Shares in acceptance of the Open Offer, which shall be disclosed in the LoF (as defined hereinbelow). 1.10 “SEBI (SAST) Regulations” means Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time. 1.11 “Stock Exchanges” means BSE Limited (“BSE”). 1.12 “Working Day” means any working day of Securities and Exchange Board of India (“SEBI”). 2. Offer Details: Particulars Details Open Offer Size The Acquirer hereby makes this Open Offer to the Public Shareholders of the Target Company to acquire upto the Offer Shares i.e 21,76,540 (Twenty-One Lakhs Seventy-Six Thousand Five Hundr [Showing first 8,000 characters — download PDF for full document]