AEAequs544634Scheme of arrangement

Amalgamation scheme rejected by Regional Director; company evaluating next steps

Aequs Ltd said the Regional Director, South Western Region, MCA rejected its Scheme of Amalgamation with three wholly owned subsidiaries under Section 233 of the Companies Act, 2013, by order dated October 12, 2026.

By ScoutQuest · Tue 13 Oct 2026, 5:28 PM IST · 2 min read

Order Date

October 12, 2026

Approval Secured vs Required

88.9% of total share value against the 90% required

Total Share Value / Value Polled

Rs.670.67 crore; Rs.596.76 crore (88.9%)

Amalgamation scheme: what the company said

• Aequs Limited informed the exchanges that the Office of the Regional Director, South Western Region, Ministry of Corporate Affairs, rejected the Scheme of Amalgamation between the company (transferee company) and three wholly owned subsidiaries, AeroStructures Manufacturing India Private Limited, Aequs Engineered Plastics Private Limited and Aequs Force Consumer Products Private Limited (transferor companies), under Section 233 of the Companies Act, 2013.
• The order is dated October 12, 2026. The company said it is evaluating the further available next course of actions, and that the order is attached for the record.

Why the application was not approved

The order sets out the grounds on which the Regional Director acted

• Total share value of the transferee company, including the Aequs ESOP Trust, was placed at Rs.670.67 crore.
• The total value voted polled was Rs.596.76 crore, which is 88.9%.
• Section 233(1)(b) requires approval by members holding at least 90% of the total value of shares, and the order states this was not complied with.
• The order also notes that there was no mention of excluding the Trust from attending the shareholders' meeting; that the company did not state whether the postal ballot e-mails sent to all shareholders were delivered or bounced back; that 7 cases are pending before the Labour Court against transferor company no.1, of which 5 matters had hearing fixed on 07.10.2026 and 2 matters on 28.10.2026; and that NOC from BSE and NSE was not furnished.

What the order allows

The application was returned keeping the public interest in view, with liberty to the applicant companies to refile under Section 233 after complying with all its provisions, or, as an alternative, to avail the provisions of Section 232 of the Companies Act, 2013 for approval of the proposed scheme of merger, as provided under Section 233(14).

The order states the application is returned, while the company's intimation describes it as a rejection.

The company's position

• The company said the Scheme of Amalgamation is an internal restructuring process and that the order does not have any material impact on the business operations of the Company.

In simple terms

An amalgamation is a merger. Here, three wholly owned subsidiaries were proposed to merge into the listed parent company. Such schemes need approval by members holding a very large majority of the total value of shares. The order records that the approval secured fell short of the prescribed threshold and points to other compliances as well. The company has said it is weighing the options available to it and that the rejection does not materially affect business operations.

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