Jay Kailash Namkeen Limited's Board of Directors, in its meeting held on August 13, 2026, approved two significant corporate actions subject to shareholder approval via special resolution.

Preferential Share Issuance

  • The Board approved the issuance of up to 33,74,375 equity shares of face value ₹10 each at an issue price of ₹45.19 per share (including premium of ₹35.19 per share).
  • The total issue size aggregates to ₹15,24,88,006.
  • The shares will be issued on a preferential basis to Mr. Amar Pramod Talwar for consideration other than cash.
  • The transaction is pursuant to a Share Subscription and Share Swap agreement where the company will receive 8,000 equity shares of Vayuveer Solutions Private Limited from Mr. Amar Pramod Talwar as consideration.
  • The issuance is being made in accordance with Chapter V of SEBI ICDR Regulations, 2018 and provisions of the Companies Act, 2013.

Authorized Share Capital Increase

  • The Board approved increasing the Authorized Share Capital from ₹5,00,00,000 (divided into 50,00,000 equity shares of ₹10 each) to ₹10,00,00,000 (divided into 1,00,00,000 equity shares of ₹10 each).
  • This involves creation of additional 50,00,000 equity shares of ₹10 each.
  • The alteration of the Capital Clause of the Memorandum of Association will require ordinary resolution approval from shareholders.

Valuation and Impact

  • A valuation report dated August 13, 2026 was obtained from Ms. Rachana Agarwal, Registered Valuer (IBBI Registration No. IBBI/RV/06/2022/15128).
  • Based on the valuation, 33,74,375 equity shares of Jay Kailash Namkeen will be issued for 8,000 equity shares of Vayuveer Solutions Private Limited.
  • This transaction will result in Vayuveer Solutions Private Limited becoming a subsidiary of Jay Kailash Namkeen Limited.

Shareholding Impact

  • Pre-issue: Mr. Amar Pramod Talwar held no equity shares in the company.
  • Post-issue: Mr. Talwar will hold 33,74,375 equity shares representing 40.31% of the total diluted post-issue paid-up share capital.
  • Post allotment, Mr. Talwar will be recategorized to Promoter Category subject to compliance with applicable SEBI Takeover Regulations.

Meeting Details

  • The Board meeting commenced at 12:00 PM IST and concluded at 12:30 PM IST on August 13, 2026.