Jay Kailash Namkeen Ltd

Offer overview

• Open Offer to acquire up to 21,76,540 equity shares, 26% of expanded voting capital.
• Offer price Rs 56 per share; maximum cash consideration Rs 12.18 crore.
• 33,74,375 shares to Acquirer via preferential allotment (40.31%); swap 8,000 VSPL shares.
• Expanded voting capital post-issue: 83,71,308 shares.
• Post-offer holding, assuming full acceptance: 55,50,915 shares (66.31%).
• Escrow of Rs 3.047 crore (25% of offer consideration) arranged.
• Acquirer to obtain RBI approvals for NRIs/OCBs tendering; offer subject to approvals.
• FY2026 revenue Rs 1,793.93 lakh; PAT Rs 120.45 lakh; EPS 2.41%.
• Target is listed on BSE; scrip 544160.
• Mandatory open offer under SEBI SAST; not conditional on minimum acceptance.

AGM notice and access

• Notice of the 5th AGM for FY2025-26.
• AGM scheduled for 12 September 2026 at 11:00 AM IST at RPJ Hotel, Kalawad Road, Rajkot.
• E-voting cut-off date: 05-09-2026.
• Remote e-voting: 09-09-2026 09:00 AM to 11-09-2026 05:00 PM.
• Electronic copies sent to registered emails; access via web link/QR.
• Access to AGM Notice and Annual Report via web link and QR code.

Filing summary

• 05th Annual Report for FY 2025-26 filed under Reg 34(1) of LODR.
• Date of filing: August 21, 2026.
• Filed with BSE; scrip code 544160.
• Annual Report available on company website: https://www.jaykailashnamkeen.com/.

AGM Details

• Date and time: 12 September 2026 at 11:00 AM, in-person AGM at Rajkot venue.
• Record/closing date for attendance and voting: 5 September 2026.

Key Resolutions

• Adopt audited standalone financial statements for year ended 2026 (Ordinary).
• Reappoint Neel Narendrabhai Pujara as Director by rotation (Ordinary).
• Appoint MRB & Associates as Statutory Auditors for five years (Ordinary).
• Appoint Chirag Jayeshbhai Archlani as Director (Ordinary).
• Appoint Aadi N Kalavadia as Director (Ordinary).
• Appoint Sanjay Chandrakant Rao as Non-Executive Director (Ordinary).
• Appoint Pooja Jamnabhai Varsani as Independent Director for five years (Special).
• Appoint Dipakbhai Bhikhubhai Hariyani as Independent Director for five years (Special).
• Appoint Vipin Vishvanath Agrawal as Independent Director for five years (Special).
• Appoint Satnam Singh Chandok as Independent Director for five years (Special).
• Approve sitting fees payable to Independent Directors at Rs 5,000 per meeting (Ordinary).
• Issue up to 33,74,375 equity shares on a preferential basis to Amar Pramod Talwar (Special).

Director Changes

• Chirag Archlani appointed Director; effective 22 April 2026.
• Aadi Kalavadia appointed Director; effective 22 April 2026.
• Sanjay Rao appointed Non-Executive Director; effective 21 August 2026.
• Pooja Jamnabhai Varsani appointed Independent Director; effective 8 May 2026; five-year term.
• Dipakbhai Hariyani appointed Independent Director; effective 22 April 2026; five-year term.
• Vipin Agrawal appointed Independent Director; effective 21 August 2026; five-year term.
• Satnam Chandok appointed Independent Director; effective 21 August 2026; five-year term.

Appointment – Sanjay Chandrakant Rao

• Effective August 21, 2026; appointed Additional Non-Executive Director.
• Not related to any director or KMP.

Appointment – Vipin Vishvanath Agrawal

• Effective August 21, 2026; appointed Additional Independent Director.
• Not related to any director or KMP.
• Profile: Chartered Accountant; expertise in finance, audit, taxation, and compliance.

Appointment – Satnam Singh Chandok

• Effective August 21, 2026; appointed Additional Independent Director.
• Not related to any director or KMP.
• Profile: B.Sc. in H&HA; expertise in food product development and quality management.

Statutory Auditor – MRB & Associates

• Effective August 21, 2026; appointed Statutory Auditor for five consecutive years.
• Term ends at the conclusion of the upcoming AGM.
• Profile: MRB & Associates; Chartered Accountants; audits, tax and advisory services.

Secretarial Auditor – Mamta Binani & Associates

• Effective August 21, 2026; appointed Secretarial Auditor.
• Profile: Mamta Binani & Associates; Company Secretaries practice established in 1997.
• ICSI Unique Code P2016WB060900; Peer Review Certificate No. 6475/2025.

Open Offer Overview

• Acquirer: Mr. Amar Pramod Talwar; no PACs identified.
• Target: Jay Kailash Namkeen Limited.
• Triggered by preferential allotment and the Share Subscription and Swap Agreement.

Offer Details

• Open offer: up to 21,76,540 equity shares, 26.00%.
• Offer price ₹56 per share; total ₹12.18 crore.
• Cash payment.
• Triggered open offer under Regulations 3(1) and 4; no minimum acceptance; not a competing offer.

Transaction Background

• Board approved preferential allotment of 33,74,375 shares to Acquirer.
• Consideration via share swap; transfer 8,000 VSPL shares to Target.

Post-Offer Impact

• Pre-offer shareholding of Acquirer: 0%; Post-offer: 40.31% of expanded voting capital.
• Post-transaction promoter status: Acquirer will be promoter of Target.
• No delisting intended; no explicit management changes announced.

Timeline & Process

• PA dated Aug 13, 2026; DPS by Aug 20, 2026.
• Tendering period: 10 working days.
• Public shareholders (excluding acquirer, seller, PACs) may tender.

Recommendations

• Independent directors' recommendation: not disclosed.

Other Material Information

• Open offer subject to statutory approvals and stock exchange approvals.

Proposed equity issue and capital changes

• Board approved preferential issue of up to 33,74,375 equity shares to Amar Pramod Talwar.
• Issue price fixed at Rs 45.19 per share, incl. Rs 35.19 premium.
• Consideration is non-cash (share swap) involving 8,000 Vayuveer Solutions shares.
• Vayuveer Solutions Pvt Ltd will become a subsidiary of Jay Kailash Namkeen.
• Authorized share capital raised to ₹10 crore (1,00,00,000 shares).
• Aggregate consideration for issue is ₹15.2488 crore.
• Post-issue holding for Talwar: 40.31% on diluted basis.
• Talwar to be recategorized as Promoter subject to SEBI Takeover Regulations.
• Valuation report dated 13 Aug 2026 by Ms. Rachana Agarwal obtained.
• Board meeting held Aug 13, 2026; subject to shareholder special resolution.

Meeting status

• Meeting could not conclude; valuation report not received timely; reconvened for 13 Aug 2026 at 12:00 PM.

Appointment details

• Divya Sunil Tathod appointed Company Secretary and Compliance Officer.
• Effective from August 10, 2026.
• Reason: appointment as CS and CO.
• Qualified Company Secretary with governance, regulatory, and compliance experience; pursuing CA Inter and LLB.
• No relationships with directors or promoters.
• No additional governance powers disclosed.