Jayant Infratech Limited has approved the acquisition of the business undertaking of M/s. Jayant Infraprojects on a slump sale basis. The board meeting held on October 1, 2026, sanctioned the transaction to consolidate the company's existing investment and achieve full ownership control over the target entity.

The total lump-sum purchase consideration is ₹1,256.67 lakh, based on the valuation of the Association of Persons (AOP). The company currently holds a 30% stake in the AOP. This transaction involves acquiring the remaining 70% business interest from the other members. The existing 30% share will be adjusted against the total purchase consideration, with the balance payable for the remaining stake.

Transaction Structure and Consideration

The acquisition is structured as a slump sale of the AOP as a going concern pursuant to a Business Transfer Agreement. The payment mode is cash consideration. The deal is classified as a related party transaction under Section 2(76) of the Companies Act, 2013, and Regulation 2(1)(zb) of the SEBI Listing Regulations. It is also considered material under Regulation 23 of the SEBI Listing Regulations. The company stated that the transaction is being undertaken on an arm's length basis.

Mr. Nilesh Jobanputra and Mr. Jai Jobanputra are members of the Association of Persons and are also promoter and promoter group members of the listed company. The transaction requires approval from the members of the company and in-principle approval from the stock exchanges.

Target Entity Profile

M/s. Jayant Infraprojects was incorporated on March 15, 2016. The entity operates in the business of railway electrification, electrical contract work, and civil construction. Its core activity involves the design, drawing, supply, erection, and commissioning of 25kV, 50Hz Single Phase Traction Overhead Equipment for the Railways.

The target entity's financial performance over the last three fiscal years shows significant volatility in turnover:

Strategic Rationale

The proposed acquisition will enable the company to consolidate its existing investment in the target entity. Since the target operates in the same line of business as the listed entity, specifically railway electrification and infrastructure contracting, the move ensures strong operational and strategic alignment. The acquisition is proposed to be completed within twelve months from the date of execution of the Business Transfer Agreement, subject to regulatory and shareholder approvals.

What the Numbers Show

The target entity's revenue trajectory indicates a sharp recovery in FY26 after a significant contraction in FY25. Turnover fell from ₹18.56 crore in FY24 to ₹6.28 crore in FY25, representing a decline of approximately 66%. However, FY26 turnover surged to ₹22.58 crore, exceeding the FY24 level by roughly 21.6%. This pattern suggests that the target entity faced operational or market headwinds in FY25 but has since rebounded strongly, potentially driven by renewed order execution or contract completions in the railway sector.

Jayant Infratech Ltd concluded its 23rd Annual General Meeting with all six proposed resolutions passed, as confirmed by the scrutinizer's report submitted on October 1, 2026. The meeting, held on September 30, 2026, in Bilaspur, Chhattisgarh, saw shareholders approve key governance changes and financial statements for FY26.

The primary governance update involved the appointment of two new Independent Directors. Dr. Tavinderpal Singh Arora and Mrs. Aanchal Agrawal were appointed via Special Resolutions. Additionally, Mr. Rishi Jashwantra Karia was re-appointed as a Director retiring by rotation. The company also ratified remuneration for cost auditors for FY26 and FY27.

Meeting proceedings and attendance

The meeting commenced at 4:00 pm and concluded at 5:20 pm. A total of 25 members attended, comprising 23 present in person and 2 representatives of HUF shareholders. No proxies were present. The requisite quorum was confirmed by the Chairman before business commenced.

Mr. Rohtash Kumar Agrawal served as the Scrutinizer for the voting process. Remote e-voting facilities were provided through Bigshare Services Private Limited, with voting windows open from September 26 to September 29, 2026. Physical ballot papers were also available for members who had not voted electronically, though no votes were cast via poll at the meeting venue.

Voting results breakdown

The scrutinizer's report details the voting patterns across the six resolutions. Notably, promoters and promoter group members abstained from voting on the resolution to extend related party transaction limits, while they voted unanimously in favor of all other items. Public shareholders voted overwhelmingly in favor of all resolutions, with a small minority opposing the adoption of financial statements and other ordinary resolutions.

Note: For the Related Party Transaction resolution, promoter votes (5,772,936 shares) were marked as invalid/abstained per regulatory norms regarding interested parties.

Key governance approvals

The following ordinary and special business items were transacted:

• Adoption of Audited Standalone Financial Statements for FY26.
• Re-appointment of Mr. Rishi Jashwantra Karia as Director.
• Ratification of cost auditor remuneration for FY26 and FY27.
• Approval to extend related party transaction limits up to ₹40 crore.
• Appointment of Dr. Tavinderpal Singh Arora as Independent Director (Special Resolution).
• Appointment of Mrs. Aanchal Agrawal as Independent Director (Special Resolution).

The Statutory Auditor's Report for the financial year ended March 31, 2026, did not contain any qualifications or adverse remarks. Consequently, the report was not read aloud during the meeting. The final voting results have been formally submitted to BSE Limited.