BSECompany Update24 Aug 2026 · 24 Aug 2026, 01:27 pm

Gretex Corporate Services Ltd. ("Manager to the Offer") has submitted to BSE Limited a copy of the Detailed Public Statement ("DPS") under Regulations 3(1) and 4 read with Regulations 13(4), ....

Jay Kailash Namkeen Ltd · 544160

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Jay Kailash Namkeen Ltd has announced an open offer for acquisition of up to 21,76,540 equity shares representing 26% of the expanded fully diluted voting equity share capital from public shareholders by Mr. Amar Pramod Talwar through a preferential allotment and share swap agreement.

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Earnings Impact2/10
Growth Catalyst3/10
Governance Concern1/10
Regulatory Risk2/10
Balance Sheet Risk1/10
Liquidity Impact8/10
Market Sentiment5/10

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Full Announcement

Jay Kailash Namkeen Ltd - 544160 - Open Offer- Detailed Public Statement ("DPS")

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DETAILED PUBLIC STATEMENT IN TERMS OF REGULATION 3(1) AND 4 READ WITH REGULATIONS 13(4), 14(3) AND 15(2) AND OTHER APPLICABLE PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (SUBSTANTIAL ACQUISITION OF SHARES AND TAKEOVER) REGULATIONS, 2011, AS AMENDED, (“SEBI (SAST) REGULATIONS, 2011”) FOR THE 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 Tahvar ,Pursuant To And In Compliance With Regulation 3(1) And 4 Read With Regulations 13(4),14(3) And 15(2) Of The Securities And Exchange Board Of India (Substantial Acquisition Of Shares And Takeovers) Regulations, 2011 And Subsequent Amendments Thereto (“Open Offer”). This detailed public statement (“DPS”’) is being issued by Gretex Corporate Services Limited, (“the Manager to the Offer”), for and on behalf of the Acquirer to the public shareholders (as defined below) of the target company pursuant to and in compliance with Regulations 3(1) and 4 read with 13(4), 14(3), 15(2) and other applicable provisions of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and subsequent amendments thereto (“SEBI SAST Regulations™), pursuant to the public announcement dated August 13, 2026 (“PA” or “Public Announcement”) filed with BSE Limited (“BSE”) herein after referred to as the “Stock Exchanges”, Securities and Exchange Board of India (“SEBI”) & sent to the registered office of the TC in compliance with Regulations 14(1) & 14(2) of the SEBI SAST Regulations 2011. For the purpose of this DPS, the following terms shall have the meaning assigned to them below: “Acquirer” means Mr. Amar Pramod Talwar “Emerging Fully Diluted Voting Equity Share Capital”/ “Expanded, Issued, Subscribed, and Voting” means the fully paid-up Equity Shares of the Target Company of the face value of3 10/- (Rupees Ten Only) each. “Identified Date” means the date falling on the 10" (tenth) working day prior to the commencement of the tendering period, for the purpose of determining the Public Shareholders to whom Letter of Offer shall be sent. “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. “Expanded Equity & Voting Share Capital” means 83,71,308 (Eighty Three Lakh Seventy-One Thousand Three Hundred Eight Only) fully paid-up equity shares of the face value of Rs. 10/- each of the Target Company being the capital post allotment of 33,74,375 (Thirty-Three Lakh Seventy-Four Thousand Three Hundred Seventy-Five Only) equity shares to the Acquirers on preferential basis. “Proposed Preferential Issue” means the proposed preferential allotment as approved by Board of Directors of the Target Company at their Board Meeting held on Thursday, August 13, 2026 subject to approval of members and other regulatory approvals of 33,74,375(Thirty-Three Lakh Seventy-Four Thousand Three Hundred Seventy-Five Only) equity shares to Acquirers in kind against acquisition of 8,000 (Eight Thousand Only) equity shares of Vayuveer Solutions Private Limited (“VSPL” ). “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 “Selling Company” means the Vayuveer Solutions Private Limited (“VSPL"). “Offer Period” has the same meaning as ascribed to it in the SEBI SAST Regulations. “Tendering Period” means the period of 10 (ten) Working Days during which the Public Shareholders may tender their Equity Shares in acceptance of the Offer, which shall be disclosed in the Letter of Offer; “Public Shareholders” means all the equity 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) Sellers, (iii) persons acting in concert with the Acquirer, (iv) the parties to any underlying agreement including the current Promoter of the Target Company and persons deemed to be acting in concert with such parties. “Working Day” means any working day of the SEBL. Terms used but not defined herein shall have the same meaning as ascribed to them in the PA. I. ACQUIRER, SELLERS, TARGET COMPANY AND OFFER (A) DETAILS OF ACQUIRER i Mr. Amar Pramod Talwar (“Acquirer”) e Mr. Amar Pramod Talwar, son of Mr. Pramod Manmohan Talwar, aged 30 years, residing at Flat No. 301, Krishnakunj Apartment, S. No. 700703, Mukund Nagar, Pune City, Market Yard, Pune — 411037, Maharashtra, India, Tel. No.: +91-918446475475; Email: ca.amartalwar@gmail.com. He completed his Higher Secondary Education from the Maharashtra State Board of Secondary and Higher Secondary Education and subsequently qualified as a Chartered Accountant from the Institute of Chartered Accountants of India (ICAI) in the year 2020. ® Acquirer carries a valid passport of Republic of India and also holds a Permanent Account Number (PAN) AXPPT8400K. Acquirer is a Chartered Accountant, and has a substantial professional experience in financial consultancy, accounting, taxation, financial planning, business advisory, financial management, and business operations. He has expertise in financial analysis, compliance, strategic planning, commercial decision-making, and business development, with strong skills in managing financial resources, evaluating business performance, and supporting the growth and expansion of business enterprises. * Acquirer holds directorships and partnership in the following companies and his DIN is 10070048. Name of the Company CIN Date of Appointment | Designation Prajo.Shanti Seva Foundation U94990PN2025NPL 242248 21/05/2025 Director Zenquest Finance Private Limited U64199PN2024PTC235193 22/10/2024 Director Vidyanand Skillnest Private Limited U85499PN2024PTC234377 19/09/2024 Director Decimus Financial Limited U65921PB1996PLC018984 03/11/2023 Director Eval Systems Private Limited U62099PN2023PTC222882 04/08/2023 Director Poras Healthcare LLP AAU 4434 13/08/2025 Designated Partner e CA Manish Mundada (Membership No. 190731), Partner of Manish J Mundada & Associates, Chartered Accountants(Firm Registration No. 155909W) having his office located at Suman Apt., Opp. Patil Plaza, Mitra Mandal Chowk, Parvati, Pune 411009; Tel: +91- 82630 72985: Email: manishjmundada@gmail.com vide certificate dated August 13, 2026 has certified that Net Worth of Acquirer is Rs. 3,26,00,000 (Rupees Three Crore Twenty-Six Lakh Only) as on August 13, 2026. * Acquirer does not hold any Equity Shares or voting rights in the Target Company as on the date of the PA and DPS. Acquirer has not acquired any Equity Shares of the Target Company between the date of the PA i.e., Au [Showing first 8,000 characters — download PDF for full document]