Jubilant Agri Demerger: NCLT Sets December 2026 Hearing

NCLT order advances the demerger process

Jubilant Agri & Consumer Products Limited has received an order from the National Company Law Tribunal, Allahabad Bench, concerning its proposed demerger with Jubilant Agri Solutions Limited. The tribunal issued the order on October 8, 2026, in connection with the second motion petition under the Scheme of Arrangement. The order directs the company to issue notices to the statutory authorities specified under Section 230(5) of the Companies Act, 2013. These authorities may submit representations, comments, or observations on the proposed arrangement. The company disclosed the development to BSE and NSE on October 9, 2026 under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. The next hearing in the matter is scheduled for December 3, 2026. The order is a procedural step and does not itself represent final approval of the demerger.

What the proposed scheme involves

Under the proposed Scheme of Arrangement, Jubilant Agri & Consumer Products Limited is the demerged company and Jubilant Agri Solutions Limited is the resulting company. The scheme provides for the transfer of specified undertakings and related liabilities from Jubilant Agri & Consumer Products to Jubilant Agri Solutions. The available disclosures describe the transaction as a demerger of the Agri Business into Jubilant Agri Solutions, which is identified as the company’s subsidiary. The transfer remains subject to the approvals and processes required under the scheme and applicable law. The company has not disclosed in the provided update that the transaction has received final tribunal sanction. Its progress therefore remains tied to the ongoing NCLT process and the consideration of statutory representations.

Statutory authorities invited to respond

The NCLT has directed that statutory notices be issued to authorities covered under Section 230(5) of the Companies Act. This provision requires notice of a compromise or arrangement to relevant authorities so that they can present their views before the tribunal considers the scheme. The disclosures state that the authorities have been invited to submit representations, comments, or observations on the proposal. Such notices are part of the court-supervised approval procedure for schemes of arrangement. The tribunal will consider the matter further at the next scheduled hearing. The company said that it will provide further information to the stock exchanges in due course.

Timeline of the disclosed proceedings

The NCLT order was passed on October 8, 2026 and was made available on the tribunal’s website on October 9, 2026. Jubilant Agri & Consumer Products made its Regulation 30 disclosure on the same date. The second motion petition is now listed for December 3, 2026. Earlier in the process, the Allahabad Bench had approved the first motion and directed meetings of stakeholders. The sequence shows that the proposal has moved from stakeholder consideration to the stage of statutory notices and further tribunal review.

Unsecured creditors considered the proposal

Jubilant Agri & Consumer Products convened a court-directed meeting of unsecured creditors on September 5, 2026 at Bhartiagram, Gajraula, Uttar Pradesh. The meeting was held pursuant to an NCLT Allahabad Bench order and in accordance with the Companies Act and SEBI Listing Regulations. Unsecured creditors considered the Scheme of Arrangement relating to the demerger and related arrangements for shareholders and creditors. The company subsequently disclosed the scrutinizer’s report and voting results to the stock exchanges. The provided company information states that unsecured creditors approved the demerger scheme at the September 5 meeting. This creditor approval is an important stakeholder step, but it is separate from the tribunal’s final decision on the scheme.

Shareholder meeting and entitlement details

The company had also been directed to convene an Extraordinary General Meeting of equity shareholders on September 5, 2026 at 11:30 a.m. IST for approval of the proposed Scheme of Arrangement. The meeting notice was dispatched on August 1, 2026 to shareholders appearing in the register of members as of July 24, 2026. The information provided refers to a 1:1 share entitlement ratio under the proposed demerger. It also notes that dispensations had been granted for certain creditor meetings. Meeting advertisements were to be published in Hindustan Times in English and Hindustan in Hindi at least 30 clear days before the meeting dates. The current update does not provide shareholder voting results, so no conclusion on shareholder approval is stated here.

Why the second motion stage matters

A scheme of arrangement follows a structured legal process before it can take effect. The first motion stage includes directions relating to stakeholder meetings and procedural requirements. The second motion petition brings the proposal before the tribunal for further consideration after the prescribed process, including notices to relevant authorities. In Jubilant Agri’s case, the NCLT’s October 8 order relates specifically to notices during this second motion stage. Responses from statutory authorities, if any, can form part of the tribunal’s consideration. The December 3 hearing is therefore the next disclosed milestone for the proposed demerger.

Disclosure standards for listed companies

Jubilant Agri disclosed the NCLT order under Regulation 30 of the SEBI LODR Regulations. Regulation 30 requires listed entities to disclose material events and information to stock exchanges. The company’s filing identifies the tribunal order, the requirement to issue notices, and the next hearing date. This enables shareholders, creditors, and other market participants to track a transaction that could alter the structure of the business. The disclosure does not state a financial impact, revised valuation, or a completion date for the demerger. Investors should therefore distinguish between the procedural development reported on October 9 and final implementation of the scheme.

Market relevance and key points to monitor

The demerger is relevant because it proposes to move the Agri Business and specified associated liabilities to Jubilant Agri Solutions Limited. The eventual outcome depends on the continuing NCLT process, statutory authority responses, and other applicable approvals under the scheme. There is no share-price movement, revenue figure, valuation change, or financial forecast included in the disclosed information. As a result, the available facts support a procedural assessment rather than a quantified financial conclusion. The key confirmed near-term event is the NCLT hearing on December 3, 2026. Any subsequent tribunal order or company disclosure will provide the next formal indication of the scheme’s progress.

Conclusion

Jubilant Agri & Consumer Products has moved another step forward in its proposed demerger with Jubilant Agri Solutions after the NCLT Allahabad Bench directed statutory notices on October 8. Unsecured creditors had previously approved the scheme at their September 5 meeting, while the current matter remains before the tribunal under the second motion process. The next hearing is fixed for December 3, 2026. The company has said it will share further developments with the stock exchanges in due course.