EGM Details

The 02/2026-27 Extra-Ordinary General Meeting of Jayant Infratech Limited is scheduled to be held on Tuesday, November 10, 2026, at 01:00 P.M. (IST) at the corporate office of the company at "Mangal Smriti", Bajpai Ground, Tilak Nagar, Bilaspur (C.G.) 495001.

Business to be Transacted

SPECIAL BUSINESS

Item 1: TO CONSIDER AND APPROVE THE ACQUISITION OF THE ENTIRE BUSINESS UNDERTAKING OF M/S. JAYANT INFRAPROJECTS (JIP), (ASSOCIATION OF PERSONS (AOP)) ON A SLUMP SALE BASIS, BEING A MATERIAL RELATED PARTY TRANSACTION

Transaction Details

Nature of Transaction: Acquisition of entire business undertaking on slump sale basis

Target Entity: M/s. Jayant Infraprojects (Association of Persons)

Aggregate Consideration: ₹12,56,67,000/- (Rupees Twelve Crore Fifty-Six Lakh Sixty-Seven Thousand Only)

Consideration Payment Structure:

  • Adjustment of Company's existing 30% interest in JIP/AOP: ₹3,77,00,100/- (Rupees Three Crore Seventy-Seven Lakh One Hundred Only)
  • Balance cash payment: ₹8,79,66,900/- (Rupees Eight Crore Seventy-Nine Lakh Sixty-Six Thousand Nine Hundred Only)
  • Payable to Mr. Nilesh Jobanputra: ₹3,77,00,100/-
  • Payable to Mr. Jai Jobanputra: ₹5,02,66,800/-

Business Undertaking Includes: All assets (movable and immovable properties, plant and machinery, equipment, tools, inventories, receivables, contracts, licenses, permits, approvals, intellectual property, business records, and goodwill), liabilities, rights, interests, benefits, obligations, employees along with employee benefit obligations pertaining to railway electrification, electrical contract work and civil construction business.

Regulatory Framework

The resolution is being proposed as an Ordinary Resolution under:

  • Sections 177 and 188 of the Companies Act, 2013
  • Regulation 23(4) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Company's policy on related party transactions

Board and Audit Committee Approval

The Board of Directors and Audit Committee approved the transaction at their respective meetings held on October 01, 2026.

Fallback Mechanism

In case of inability to discharge unpaid consideration within stipulated period, the Company may issue and allot fully paid-up Equity Shares on preferential basis against unpaid consideration, subject to separate shareholder approval and compliance with SEBI ICDR Regulations.

Related Party Status

Mr. Nilesh Jobanputra (Managing Director of the Company) and Mr. Jai Jobanputra are members of JIP/AOP and are associated with the promoter/promoter group of the Company, making this a related party transaction under Section 2(76) of Companies Act, 2013 and Regulation 2(1)(zb) of SEBI Listing Regulations.

Valuation Basis

The consideration has been evaluated with reference to a valuation report dated September 30, 2026, which indicates a value of ₹12,56,67,000/- for the Business Undertaking.

Business Rationale

  • Consolidation of business operations under the Company
  • JIP/AOP achieved turnover of ₹22.58 crore as on March 31, 2026
  • Additional business pipeline of approximately ₹100 crore
  • Strengthening operational capabilities in railway infrastructure
  • Improved coordination and operational efficiencies
  • Better utilization of equipment, personnel, and contractual relationships

Historical Transactions with Related Party

FY 2025-26:

  • Purchase from JIL: ₹70,40,740/-
  • Sale to JIL: ₹19,41,25,512/-

FY 2026-27 (up to September 30, 2026):

  • Purchase from JIL: ₹2,16,13,526/-
  • Sale to JIL: ₹8,65,31,918/-

Materiality Assessment

  • Value represents 11.25% of company's annual consolidated turnover for preceding financial year
  • Value represents 55.65% of related party's annual turnover for preceding financial year

E-Voting Arrangements

Remote E-voting Period: Saturday, November 07, 2026 (9:00 AM IST) to Monday, November 09, 2026 (5:00 PM IST)

Cut-off Date for Voting Rights: Tuesday, November 03, 2026

Scrutinizer: M/s Rohtash Agrawal & Co., Practicing Company Secretaries, Raipur

Document Availability

The Notice and Explanatory Statement are available on company website (www.jayantinfra.com), BSE website (www.bseindia.com), and RTA website (https://ivote.bigshareonline.com). All transaction documents are available for inspection at the corporate office during working hours.

Voting Restrictions

In terms of Regulation 23 of SEBI Listing Regulations, no related party shall vote to approve the resolution, whether or not such related party is a party to the particular transaction.