Jay Ambe Supermarkets Ltd

Jay Ambe Supermarkets Ltd — Trading Window closed for Directors, Promoters and Designated Persons from October 01, 2026 till 48 hours after dissemination of the Unaudited Financial Results for the half year ended on September 30, 2026.

Target entity & formation

• City Square Global LLC formed in New Jersey; 51% ownership by Jay Ambe.
• Nil turnover; newly formed; no financial statements yet.
• Total capital USD 10,000; Jay Ambe USD 5,100 (51%).

Related party & promoters

• Not a related party prior; subscription not related party transaction.
• MD Patel 29%, Shital Patel 20% (total 49%).
• Arm's length: Yes.

Business scope & rationale

• Industry: Wholesale import/export and distribution of general consumer goods.
• Objects: expand North America presence; align with main business.
• Capital contribution 5,100 not material; enables overseas sourcing/distribution.

Timeline & consideration

• Formation completed June 8, 2026; 51% stake acquired.
• Cash consideration USD 5,100 toward 51% stake; payable by Dec 31, 2026.
• Cost of acquisition USD 5,100.
• Regulatory approvals: Not applicable.

Background of target

• Formation date: June 8, 2026; New Jersey, USA.
• Line of business: wholesale import/export and distribution of consumer goods.
• Turnover history: Nil; not yet commenced operations.

Penalty orders and amounts

• Orders issued by ROC Ahmedabad for adjudication of penalties under Companies Act 2013.
• Order 1 (Sept 7, 2026): Rs 2,00,00,000 penalty to company and officers for Section 42(10).
• Order 2: Rs 1,00,000 penalty to company and officers for Section 12(3)(c).
• Order 3: Rs 3,34,000 penalty to company and officers for Section 42(6).
• Order 4: Rs 1,47,100 to company; Rs 50,000 each to officers for Section 117(2).
• Total penalties: company Rs 20,581,100; officers Rs 20,484,000; combined Rs 41,065,100.
• Company will appeal; matter under review by higher appellate authorities.
• MSME status across three financial years may offer relief not considered in maximum penalty.

Financial snapshot

• Revenue from operations: ₹7,149.76 Lakh; up 51% YoY.
• PBT ₹659.22 Lakh; PAT ₹487.48 Lakh; PAT margin 6.82%.
• Basic/Diluted EPS: ₹6.25.
• Net Worth ₹3,446.24 Lakh; borrowings ₹1,023.43 Lakh.
• Current ratio 2.47; debt-equity 0.30.

IPO & capital structure

• IPO raised ₹18.45 Cr via 23,64,800 shares at ₹78.
• Equity capital increased by ₹2.3648 Cr; securities premium ₹16.0806 Cr.
• IPO expenses ₹212.50 Lakh; listing on BSE SME from Sept 17, 2025.
• Authorized capital ₹9.00 Cr; paid-up ₹8.87 Cr.

Store expansion & capex

• Capex ₹1,781.23 Lakh; ROUs ₹955.69 Lakh.
• Chiloda mall acquisition; 18-store network expansion.

Governance & board

• Board: six directors; 1 executive; 2 independent; others non-exec.
• Audit Committee reconstituted May 22, 2025; Tanmay Mehta chair from Nov 10, 2025.
• Nomination & Remuneration Committee reconstituted May 22, 2025; Mehta chair from Nov 10, 2025.
• Secretarial auditor appointed March 30, 2026.
• Board meetings held: 16 in FY2025-26.

Audit & compliance

• Audit trail (Edit Log) feature not enabled; planned implementation.
• Secretarial: delay in filing some forms; rectified by management.
• Internal controls: adequate; no material weaknesses observed.

Dividends & IEPF

• No dividend declared for FY2025-26.
• Dividend distribution policy published on company website.
• IEPF: no amounts due for transfer.

Subsidiaries & corporate structure

• Two post-year subsidiaries: City Square Global LLC (51%), Kilo Kulture Private Limited (100%).
• As of 31.03.2026, no material subsidiaries per SEBI definition.

Risks & outlook

• Risks: competition, lease exposure, working capital, inventory shrinkage, rate risk.
• Outlook: IPO funds to support store expansion; ramp-up drives revenue growth.

Market data & AGM

• Scrip code 544514; ISIN INE1DRH01011; SME listing on BSE.
• 6th AGM: 30 Sep 2026 at 1:30 PM via VC/OAVM.
• EVoting window: 27-29 Sep 2026; cutoff 25 Sep 2026.

Key decisions

• Directors' Report for FY ended March 31, 2026 approved with annexures.
• 6th AGM fixed for Sept 30, 2026; draft notice approved.
• M/s. Prasad and Partners LLP appointed Scrutinizer for the AGM.

Resolution No. 1: IPO Objects Alteration

• Resolution No. 1: Special resolution to alter the IPO objects for funds raised.
• Outcome: Approved; more than 90% of shareholding in favour.
• Votes polled: 4,831,079; in favour: 4,831,079; against: 0.
• Out of 8,879,954 outstanding shares, 54.40% voted in favour.
• Promoter group votes in favour: 4,304,849; Public in favour: 526,230.
• Record date: 03-07-2026; total shareholders on record: 87.
• Mode: remote e-voting and postal ballot.
• Material impact: Changes to IPO objects; no capital change disclosed.
• Status: Passed by requisite majority; Scrutinizer's report attached.

Acquisition details

• Target: Jay Ambe Supermarkets Limited.
• Acquirers: Craft Emerging Market Fund PCC – Citadel Capital Fund and Elite Capital Fund.
• Promoter group: No.
• Exchange listing: BSE.
• Mode: Open market.
• Date of acquisition: 19 September 2025.
• Pre-acquisition holding: 472,000 shares; 5.32% of 8,879,954.
• Post-acquisition holding: 472,000 shares; 5.32% of 8,879,954.
• Encumbrances/VRs: NIL; Warrants: NIL.
• Equity/voting capital: 472,000 shares out of 8,879,954.

Dematerialisation processing status

• Dematerialisation requests were confirmed to depositories and securities listed on the exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled; the depository name was substituted as registered owner within timelines.