Jayant Agro-Organics Limited has disclosed, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that it has entered into a Share Purchase Agreement on May 11, 2026, to acquire equity and preference shares of Vithal Castor Polyols Private Limited (VCPL). The acquisition is being carried out through a cash consideration of ₹25,37,44,403 (Rupees Twenty-Five Crore Thirty-Seven Lakh Forty-Four Thousand Four Hundred Three Only), with the agreement executed between Jayant Agro-Organics Limited (JAOL), Mitsui Chemicals Inc. (MCI), and VCPL.

Acquisition Details

The transaction involves the purchase of shares held by MCI in VCPL. Prior to this acquisition, Jayant Agro-Organics was already holding 3,60,00,000 equity shares, representing 50% of the total paid-up equity share capital of VCPL. The key parameters of the acquisition are summarised below:

About Vithal Castor Polyols Private Limited

VCPL is engaged in the manufacturing of Bio Polyols and was incorporated on August 5, 2013. The company operates in India. The turnover of VCPL over the last three financial years is presented below:

Rationale and Impact

According to the disclosure, the acquisition is expected to enhance operational synergies and enable more focused operations, reflecting the company's greater commitment to its business. The transaction is also stated to result in a more streamlined ownership structure and enable Jayant Agro-Organics to better adapt to evolving market dynamics. The acquisition is expected to be completed immediately following the satisfaction of the conditions specified in the Share Purchase Agreement.

Agreement Structure

The Share Purchase Agreement has been executed among Jayant Agro-Organics Limited, Mitsui Chemicals Inc., and VCPL. The agreement records the terms, inter-se rights and obligations, and other connected matters in respect of the acquisition of equity and preference shares of VCPL held by MCI. No significant special rights — such as the right to appoint directors, first right to share subscription, or rights to restrict changes in capital structure — form part of the agreement. Neither MCI nor VCPL is related to the promoter, promoter group, or group companies of Jayant Agro-Organics, and the transaction does not constitute a related party transaction.

Jayant Agro-Organics Limited has successfully concluded its postal ballot process through e-voting, with shareholders approving all five special resolutions with requisite majority. The e-voting process concluded on March 26, 2026, at 5:00 p.m. (IST), demonstrating strong shareholder confidence in the company's strategic initiatives.

Voting Participation and Results Overview

The postal ballot witnessed significant shareholder participation, with detailed voting statistics reflecting broad-based support across all resolutions.

Resolution-wise Voting Results

All five special resolutions received overwhelming shareholder approval, with varying levels of support across different categories of shareholders.

Resolution 1: Articles of Association Amendment

The first resolution for alteration and adoption of new Articles of Association pursuant to the Companies Act, 2013 received the highest approval rate.

Resolutions 2-4: Financial Powers Enhancement

Three resolutions related to enhancing the company's financial flexibility received identical voting patterns, indicating coordinated shareholder support for the company's growth strategy.

These resolutions enable the company to:

• Increase borrowing powers to ₹1,500 crore over and above paid-up capital and free reserves
• Create mortgages and charges on company assets to secure borrowings
• Enhance investment, loan, and guarantee limits under Section 186 of the Companies Act, 2013

Resolution 5: Independent Director Re-appointment

The re-appointment of Mr. Sanjay Jaysinh Mariwala as Independent Director for a second five-year term received unanimous support, matching the approval rate of the first resolution.

Scrutinizer and Process Details

The postal ballot process was conducted under the supervision of Mr. Dhrumil M. Shah of M/s Dhrumil M. Shah & Co. LLP, Practicing Company Secretaries, who served as the appointed Scrutinizer. The process was conducted in accordance with Section 108 and 110 of the Companies Act, 2013, and relevant SEBI regulations.

Corporate Governance and Compliance

The successful completion of the postal ballot process demonstrates the company's commitment to transparent corporate governance practices. All resolutions were passed with the requisite majority as required under the Companies Act, 2013, and SEBI Listing Regulations. The voting results have been uploaded on the company's website, the e-voting agency's platform, and stock exchange websites for public access and transparency.