Jubilant Agri & Consumer Products has scheduled its 18th Annual General Meeting (AGM) for Tuesday, September 01, 2026, at 11:00 A.M. (IST). The meeting will be conducted via Video Conferencing (VC) or Other Audio Visual Means (OAVM), allowing shareholders to participate remotely in compliance with Ministry of Corporate Affairs (MCA) circulars. The primary agenda includes the approval of the Annual Report for FY26, the re-appointment of director Mr. Priyavrat Bhartia, and a significant remuneration proposal for Independent Directors.

The Board proposes paying a commission not exceeding ₹5,00,000 per annum each to Independent Directors Mr. Radhey Shyam Sharma, Mr. Ravinder Pal Sharma, and Ms. Sanjanthi Sajan. This payment, effective from FY26 until the end of their tenure, is in addition to sitting fees and is capped at 1% of the company’s net profits under Section 198 of the Companies Act, 2013. The resolution requires shareholder approval as an Ordinary Resolution, citing increased responsibilities and peer practices. Additionally, shareholders will ratify the appointment of M/s J. K. Kabra & Co. as Cost Auditors for FY27 at an audit fee of ₹2,00,000 plus taxes and out-of-pocket expenses.

Key Agenda Items

Mr. Bhartia, who has opted not to take any remuneration, brings over three decades of industry experience and serves as Chairman of the Finance Committee. The proposed commission for the Independent Directors aligns with Regulation 17(6)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which mandates shareholder approval for non-executive director compensation. The Nomination and Remuneration Committee recommended the move following the Board’s meeting on May 26, 2026.

Financial Context

The remuneration proposal comes against a backdrop of improved financial performance for FY26. Revenue from operations rose to ₹18,571.80 million from ₹15,405.57 million in FY25. Profit after tax (PAT) increased to ₹1,276.36 million, up from ₹887.19 million in the previous year. This growth supports the Board’s assertion that the company has adequate profits to fund the proposed director commissions without impacting operational liquidity.

Voting and Participation Details

Shareholders holding shares as of the cut-off date, Tuesday, August 25, 2026, are eligible to vote. Remote e-voting will commence on Saturday, August 29, 2026, at 09:00 A.M. and end on Monday, August 31, 2026, at 05:00 P.M., facilitated by NSDL. Members who vote remotely may still attend the AGM via VC/OAVM but cannot vote again. As of March 31, 2026, 62,930 equity shares belonging to 1,980 shareholders remain in Demat Securities Escrow accounts with frozen voting rights until claimed.

The company continues its electronic-only distribution model for the annual report and AGM notice, sending documents exclusively to registered email addresses. Physical copies are available only upon specific request to investorsjacpl@jubl.com . In compliance with SEBI regulations, a letter with web-links was dispatched to members without registered emails. The special window for re-lodgement of physical share transfers is not applicable as all shares are held in dematerialized form.

Jubilant Agri & Consumer Products Limited will convene an Extraordinary General Meeting (EGM) of its equity shareholders on September 5, 2026, at 11:30 A.M. (IST) to seek approval for its proposed Scheme of Arrangement for Demerger. The meeting, directed by the National Company Law Tribunal (NCLT), Allahabad Bench, aims to approve the separation of the company’s Agri Division into a distinct entity, Jubilant Agri Solutions Limited. This structural change is designed to unlock value by allowing focused management and independent capital allocation for the agricultural business segment. Shareholders holding equity as of August 6, 2026, are eligible to vote, with remote e-voting available from September 2 to September 4, 2026.

The NCLT issued its order on July 8, 2026, directing the convening of the meeting under Sections 230 to 232 of the Companies Act, 2013. The notice was dispatched on August 1, 2026, to equity shareholders whose names appeared in the Register of Members as of Friday, July 24, 2026. Deep Chandra Joshi, Former Acting President of the NCLT, has been appointed as the Chairperson for the meeting, with Anil Kumar serving as the Scrutinizer. The venue is the company’s registered office in Gajraula, Uttar Pradesh.

Scheme Details and Financial Impact

Under the proposed scheme, the Agri Division of Jubilant Agri and Consumer Products Limited (the Demerged Company) will be transferred to Jubilant Agri Solutions Limited (the Resulting Company) on a going concern basis. The share entitlement ratio is set at 1:1, meaning shareholders will receive one equity share of the Resulting Company for every one share held in the Demerged Company.

As of March 31, 2026, the Demerged Company reported total assets of ₹3,680.53 million and liabilities of ₹1,436.80 million associated with the Agri Division. These figures will be transferred to Jubilant Agri Solutions Limited upon the scheme’s effectiveness. The Demerged Company will retain its Performance Polymers and Chemicals Division and may subsequently change its name to Jubilant Industries Limited.

Regulatory Approvals and Rationale

The scheme has received ‘no objection’ letters from both the BSE Limited and the National Stock Exchange of India Limited, dated April 17, 2026. The statutory auditors, BGJC & Associates LLP, have certified that the accounting treatment complies with Ind AS 103 Appendix C, utilizing the pooling of interests method for entities under common control.

The Board of Directors approved the scheme on November 4, 2025, citing the need for strategic clarity and risk segregation. The agriculture sector in India is undergoing rapid transformation supported by government initiatives such as PM-KISAN and PMFBY. By separating the Agri Division, the companies aim to pursue tailored growth strategies aligned with their respective market dynamics. The scheme requires approval from a majority in number representing three-fourths in value of the equity shareholders present and voting.