Acquisition Details

Acquirer: Mr. Amar Pramod Talwar (Chartered Accountant, DIN: 10070048, PAN: AXPPT8400K)

Target Company: Jay Kailash Namkeen Limited (CIN: U15549GJ2021PLC123708)

Offer Type: Mandatory open offer triggered by preferential allotment

Transaction Structure

  • Preferential allotment of 33,74,375 equity shares (40.31% of expanded capital) to Acquirer
  • Consideration through share swap: Acquirer transfers 8,000 equity shares of Vayuveer Solutions Private Limited to Target Company
  • Open offer for acquisition of up to 21,76,540 equity shares (26.00% of expanded capital)

Offer Terms

Offer Size: 21,76,540 fully paid-up equity shares of face value ₹10 each

Offer Price: ₹56 per equity share

Total Consideration: ₹12,18,86,240 (assuming full acceptance)

Payment Mode: Cash

Shareholding Impact

Current Holding: Acquirer holds 0 shares as of August 13, 2026

Post-Preferential Holding: 33,74,375 shares (40.31%)

Post-Open Offer Holding: 55,50,915 shares (66.31% assuming full acceptance)

Expanded Capital: 83,71,308 shares (existing 49,96,933 + preferential 33,74,375)

Financial Arrangements

  • Escrow amount of ₹3,04,71,560 (25% of offer consideration) deposited with Axis Bank Limited on August 17, 2026
  • Acquirer's net worth certified at ₹3,26,00,000 as of August 13, 2026 by Manish J Mundada & Associates, Chartered Accountants
  • Firm financial arrangements verified by Manager to the Offer

Target Company Financials (Audited)

As of March 31, 2026:

  • Total Revenue: ₹1,793.93 lakhs
  • PAT: ₹120.45 lakhs
  • EPS: ₹2.41
  • Net Worth: ₹1,975.22 lakhs

Capital Structure:

  • Authorized Capital: ₹12,50,00,000 (1,25,00,000 shares of ₹10 each)
  • Paid-up Capital: ₹4,99,69,330 (49,96,933 shares of ₹10 each)

Regulatory Framework

  • Offer made under SEBI (SAST) Regulations, 2011
  • Equity shares listed on BSE Limited (Scrip Code: 544160)
  • Frequently traded shares (annualized turnover 161.06%)
  • Offer price determined as highest of parameters under Regulation 8(2):
  • 60-day VWAP: ₹42.03

Approvals Required

  • Approval from Bombay Stock Exchange for preferential allotment
  • No other statutory approvals required as of DPS date
  • Subject to receipt of any approvals that may become applicable

Timeline of Activities

  • Public Announcement: August 13, 2026
  • DPS Publication: August 20, 2026
  • Identified Date: September 23, 2026
  • Letter of Offer Dispatch: September 30, 2026
  • Tendering Period: October 8-22, 2026
  • Payment Completion: By November 5, 2026
  • Final Report to SEBI: November 13, 2026

Key Parties

Manager to Offer: Gretex Corporate Services Limited

Registrar to Offer: Skyline Financial Services Private Limited

Buying Broker: Gretex Share Broking Limited

Escrow Bank: Axis Bank Limited

Additional Information

  • Acquirer will be classified as Promoter post-completion
  • No plans to change business operations or alienate significant assets
  • Public shareholding may fall below 25% requiring compliance with minimum public shareholding norms
  • Offer not subject to minimum acceptance level
  • No competing offers or differential pricing

Tendering Procedure

  • Shares can be tendered through stock exchange mechanism via BSE acquisition window
  • Physical share holders eligible to participate
  • Detailed procedure outlined in Letter of Offer