BSE 'no adverse observations', NSE 'no objection' for demerger scheme
Astra Microwave Products has received observation letters from both exchanges on its proposed demerger.
By ScoutQuest · · 3 min read
- Observation Letter Date
- 29 October 2026
- Exchange Observations
- BSE: 'no adverse observations'; NSE: 'no objection'
- BSE Letter Validity
- six months from the date of the letter
What was announced
Astra Microwave Products Ltd (AMPL, the Demerged Company) has received observation letters from BSE Limited and the National Stock Exchange of India Limited, both dated 29 October 2026, on the proposed Scheme of Arrangement with Astra Space Technologies Private Limited (ASTPL, the Resulting Company).
The scheme itself
The scheme is a demerger of AMPL's Space, Meteorology and Hydrology business into ASTPL. It is framed under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, and covers the two companies and their respective shareholders.
What the exchanges said
- BSE issued an observation letter with "no adverse observations", with limited reference to matters having a bearing on listing, de-listing and continuous listing requirements.
- NSE issued an observation letter with "no objection".
- Both letters are dated 29 October 2026.
What still has to happen
- The scheme remains subject to applicable regulatory and other approvals.
- A petition is to be shared before the National Company Law Tribunal (NCLT) after SEBI has given its comments on the draft scheme, and SEBI's and the exchanges' observations are to be brought before the NCLT.
- The BSE observation letter is valid for six months from the date of the letter, and the scheme is to be submitted to the NCLT within that period.
- The exchange has asked that Clause 11.2 of the draft scheme, dealing with compliance with Regulation 23 of the LODR Regulations, be omitted.
Conditions linked to the resulting company's listing
- Listing of ASTPL's equity shares is subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, to SEBI approval and to the company meeting the exchange's listing criteria; the listing is at the discretion of the exchange.
- ASTPL is to submit an Information Memorandum to BSE and publish a newspaper advertisement with its details.
- Shares allotted under the scheme are to remain frozen in the depository system until listing/trading permission is given by the designated stock exchange.
- There should be no change in ASTPL's shareholding pattern between the record date and the listing.
- Equity shares proposed to be issued under the scheme must be in demat form only.
What shareholders will see before voting
Under Sections 230 to 232, the explanatory statement or notice sent to shareholders is to carry, among other things:
- the need for and rationale of the scheme, business synergies and a cost-benefit analysis;
- a detailed explanation of the impact on shareholders, including any dilution or change in rights, and the impact on the revenue generating capacity of the listed entity;
- valuation details, including the registered valuer, the merchant banker's fairness opinion and the basis of the share exchange ratio;
- assets, liabilities, net worth, revenue, PAT and EBITDA of the companies involved, pre and post scheme and for the last 3 financial years;
- pre and post scheme shareholding, including promoter and promoter group holding and the effect on public shareholding;
- regulatory actions, complaints and conditions imposed by lenders, if any.
How to read this
These are the exchanges' observation letters, one step in the approval chain for a scheme of arrangement. BSE has recorded no adverse observations and NSE no objection. SEBI's letter states that submission of documents and information should not be construed as a clearance or approval from SEBI, and that SEBI does not take responsibility for the financial soundness of any scheme. The scheme, and the listing of the resulting company's shares, remain subject to further approvals.
Also from Astra Microwave Products
Astra Microwave to hold Q2FY27 earnings call with analysts on 13 November 2026 at 2:00 PM IST
2 Nov 2026
Board meeting on November 12, 2026 to approve Q2 and half-year un-audited results
2 Nov 2026
More numbers
- Validity of BSE observation letterSix Months
- Financials in draft scheme/valuation not older than6 months
- Time to disclose exchange NOC letter on website24 hours
- Capital build-up details required for last3 years
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