Gretex Corporate Services Limited, acting as Manager to the Offer, has issued a Public Announcement for an open offer on behalf of Mr. Amar Pramod Talwar (Acquirer) to acquire up to 21,76,540 equity shares of Jay Kailash Namkeen Limited, representing 26.00% of the Emerging Expanded Fully Diluted Voting Equity Share Capital.

Offer Details

The open offer price is set at ₹56 per equity share, with a total maximum consideration of ₹12,18,86,240 (assuming full acceptance). Payment will be made entirely in cash. The offer is not subject to any minimum level of acceptance and is not a competing offer.

Triggering Transaction

The open offer obligation was triggered by a preferential allotment approved by the Target Company's Board on August 13, 2026. The Board approved issuance of 33,74,375 equity shares to Mr. Amar Pramod Talwar through a preferential allotment under Section 62 of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018.

The consideration for this preferential allotment will be discharged through a share swap arrangement where the Acquirer will transfer 8,000 equity shares held by him in Vayuveer Solutions Private Limited to the Target Company. This transaction will result in the Acquirer holding 40.31% of the Expanded Voting Share Capital of the Target Company.

The total value of the preferential allotment shares is ₹15,24,88,006 (Rupees Fifteen Crores Twenty-Four Lakh Eighty-Eight Thousand Six Only).

Regulatory Framework

The open offer is being made pursuant to Regulation 3(1) and 4 read with Regulations 13(1), 14 and 15(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The offer price of ₹56 per share was determined in accordance with Regulation 8(2) of the SEBI (SAST) Regulations.

Timeline and Documentation

The Detailed Public Statement (DPS) is scheduled to be published in newspapers on or before August 20, 2026 (within 5 working days of this Public Announcement). The Letter of Offer will follow with details of the Tendering Period, which will consist of 10 working days.

Acquirer Details

Mr. Amar Pramod Talwar, with residential address at Flat No. 301, Krishnakunj Apartment, S no. 700703, Mukund Nagar Pune City, PO Market Yard, Pune-411037, Maharashtra, India. The Acquirer currently holds nil shares in the Target Company but will become promoter after the transaction. The Acquirer has confirmed adequate financial resources to fulfill the open offer obligations.

Conditions and Intent

The open offer and underlying transactions are subject to receipt of statutory approvals. The Acquirer does not intend to delist the Target Company pursuant to this open offer.

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