Jubilant Agri demerger clears 99.99% NCLT vote 2026

Key approvals clear a major restructuring step

Jubilant Agri & Consumer Products Limited (JACPL) has reported that its equity shareholders and unsecured creditors approved a proposed demerger scheme at National Company Law Tribunal (NCLT) convened meetings held on September 5, 2026. The approvals relate to a Scheme of Arrangement that will demerge JACPL’s Agri Division into a separate resulting company, Jubilant Agri Solutions Limited (JASL). The company described the meetings as court-directed and held under the Companies Act, 2013 and applicable SEBI Listing Regulations.

The votes mark an important milestone because the scheme is proceeding through the formal NCLT process and requires stakeholder consent before it can move toward final sanction. JACPL has also submitted a summary of proceedings and related disclosures to stock exchanges, in line with its disclosure obligations.

What the scheme proposes

The proposed Scheme of Arrangement separates JACPL’s Agri Division from the existing company and transfers it to Jubilant Agri Solutions Limited on a going concern basis. The arrangement is structured to address the interests of shareholders and creditors of both the demerged company and the resulting company.

As disclosed, the scheme includes a 1:1 share entitlement ratio for existing shareholders, meaning eligible shareholders of JACPL would receive shares in the resulting entity in the specified proportion under the scheme’s terms. JACPL has presented the demerger as a significant reorganization that could reshape the group’s operational focus across its agri-related businesses.

NCLT direction and compliance framework

JACPL said the meetings were convened pursuant to an order of the NCLT, Allahabad Bench. The NCLT order directing the convening of these meetings is dated July 8, 2026. The company also stated that the process was conducted in compliance with Sections 230 to 232 of the Companies Act, 2013, alongside SEBI Listing Regulations.

The meeting outcomes, including the scrutinizer’s report and voting results, have been referenced as part of the company’s exchange disclosures. The company has indicated that the results will be submitted to the NCLT for final sanction of the scheme.

Shareholders’ meeting: venue, purpose, and vote

JACPL reported the proceedings of its NCLT-convened equity shareholders’ meeting held on September 5, 2026 in Uttar Pradesh. The purpose of the meeting was to consider and approve the Scheme of Arrangement for the demerger between JACPL and JASL.

According to the reported voting outcome, equity shareholders approved the scheme with 99.99% support. The approval provides the shareholder mandate required for the arrangement to move forward within the NCLT-led process.

Unsecured creditors’ meeting: details and unanimous approval

The company convened a court-directed meeting of its unsecured creditors on September 5, 2026, at Bhartiagram, Gajraula, Uttar Pradesh. JACPL stated the meeting was held pursuant to the NCLT Allahabad Bench order and in compliance with the Companies Act and SEBI Listing Regulations.

Unsecured creditors considered the scheme and, as reported, approved it with 100% support. JACPL also reported that 24 unsecured creditors were present, and that voting results would be made available on the relevant exchange websites as part of the disclosure process.

Financial and structural terms disclosed with the demerger

As part of the scheme disclosures, JACPL has stated that the demerger involves transferring assets worth INR 3,680.53 million and liabilities of INR 1,436.80 million to the resulting company. These disclosed figures provide a snapshot of the scale of the business being reorganized under the arrangement.

The company has also reiterated the 1:1 share entitlement ratio for existing shareholders in its disclosures around the demerger meetings. The combination of asset-liability transfer terms and equity entitlement terms are central to how ownership and obligations are intended to be reflected after the restructuring.

Why the approvals matter for creditors and capital structure

JACPL has framed the vote outcomes as a key step in a planned restructuring, with implications for capital structure and creditor rights as the scheme moves through regulatory and stakeholder approvals. Creditor approval is particularly relevant in a court-led scheme because it addresses how liabilities and obligations are positioned in a reorganized corporate structure.

For shareholders, the near-unanimous vote indicates broad support for the scheme as presented, including the creation of a separate listed or standalone resulting entity for the Agri Division. The company has not presented the approvals as the final step, but as a necessary milestone before NCLT’s final decision.

Market disclosure and next regulatory step

JACPL has submitted a formal summary of the meeting proceedings to stock exchanges, aligning with disclosure requirements and providing investors and creditors visibility into the process. The company’s updates refer to the scrutinizer’s report and the voting results for the court-convened meetings.

The next stated step is submission of these results to the NCLT for final sanction. Until the NCLT grants final approval, the scheme remains in the regulatory approval phase.

Key facts at a glance

What to watch next

The company has said the voting results will be placed before the NCLT for final sanction of the scheme. Investors and creditors will track the next NCLT step, along with any additional stock exchange disclosures linked to the tribunal process. The demerger’s implementation will depend on the completion of the NCLT-led approval pathway and adherence to the scheme conditions as presented in the proceedings.