Date: October 13, 2026
Regulatory Disclosure Summary
Scheme of Amalgamation Status
The Office of the Regional Director, South Western Region, Ministry of Corporate Affairs, Government of India, vide its order dated October 12, 2026 (Reference: RD(SWR)/Kar/Sec. 233/Aequs/AC5306332/2026/ l.§2-6) has rejected the Scheme of Amalgamation between Aequs Limited (Transferee Company) and its three wholly-owned subsidiaries: AeroStructures Manufacturing India Private Limited, Aequs Engineered Plastics Private Limited, and Aequs Force Consumer Products Private Limited (Transferor Companies).
Reasons for Rejection
1. Shareholder Approval Non-Compliance: The Transferee Company violated Section 233(1)(b) of the Companies Act, 2013 by not achieving the mandatory 90% approval threshold of total share value. The total share value including Aequs ESOP Trust was ₹670,66,56,350, while the total value of votes polled was ₹596,76,36,440, representing only 88.9% approval.
2. ESOP Trust Exclusion Issue: There was no mention regarding the exclusion of Trust from attending the shareholders meeting as required under Section 233(1)(b) read with Rule 25 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.
3. Shareholder Communication Verification: The company stated that notice of postal ballot along with scheme documents were circulated to all shareholders via electronic mode (email), but failed to provide evidence of whether all emails were delivered or not bounced back.
4. Pending Labor Cases: Annexure-9 to the company's reply indicated 7 cases pending before the Labour Court against Transferor Company No.1 (AeroStructures Manufacturing India Private Limited), with hearings scheduled for 5 matters on October 7, 2026 and 2 matters on October 28, 2026.
5. Exchange NOC Missing: Since the transferee company is listed, No Objection Certificates from BSE and NSE were not furnished.
Company Response and Next Steps
The Company is evaluating further available courses of action in view of the Regional Director's observations. The Regional Director has granted liberty to:
- Refile the application under Section 233 after duly complying with all provisions
- Alternatively, avail provisions of Section 232 of the Companies Act, 2013 for approval of the proposed scheme as expressly provided under Section 233(14)
The Company states that the Scheme of Amalgamation being an internal restructuring process, this order does not have any material impact on the business operations of the Company.
Additional Information
The announcement was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, following previous intimations dated April 23, 2026 and Postal Ballot Notice dated July 01, 2026. The announcement is available on the company website at https://www.aequs.com/investor/.