Aequs Ltd

Regulatory decision

• Regional Director rejected the Scheme of Amalgamation dated October 12, 2026.
• 9% voting value failed to meet the 90% threshold under Section 233(1)(b).
• The company is evaluating next steps, including refiling under Section 233 after compliance.
• The order states the scheme involves internal restructuring and has no material operational impact.
• As a listed company, NOC from BSE/NSE was not furnished.
• Seven Labour Court cases are pending against the transferor companies; hearings scheduled Oct 7 and Oct 28, 2026.

Purpose of EGM

• Special resolution to approve preferential issue of Warrants to Mellwood Trustee Services.

Warrants terms

• Warrants up to 28,071,690; 1:1 conversion into equity shares.
• Price per Warrant INR 231.55.
• Upfront payment INR 115.78 per Warrant.
• Balance payment INR 115.77 per Warrant on exercise.
• Exercise window: up to 18 months from allotment; expiry by 31 December 2027.
• Warrants carry no voting rights until converted.
• Pre-issue Mellwood holding locked-in for 90 trading days.
• Post-issue Mellwood stake: 18.40%.

Promoter / ownership

• Promoter: Mellwood Trustee Services; other promoters not participating.
• Investment commitment letter for approx INR 650 crore; subject to approvals.

Use of proceeds & objects

• Total proceeds: INR 6,499,999,819.50.
• Objects: capex, joint ventures, working capital, general corporate purposes.

Monitoring & approvals

• CARE Ratings appointed as monitoring agency; quarterly reports.
• Record details in Form PAS-5; private placement letter to Proposed Allottee.

Timing & compliance

• Allotment to Mellwood within 15 days of passing resolution.
• Floor price INR 231.55 per Warrant; relevant date 22-Sep-2026.
• Cut-off date for voting: 15-Oct-2026.

Voting outcome

• Voting outcome not provided in filing; status pending at EGM.

Impact on shareholding

• Post-issue Mellwood stake 18.40%; no change in control.

Key highlights

• Promoter subscribes to up to 2,80,71,690 warrants for ₹650 crore.
• Upfront payment of ₹325 crore; 50% of issue size.
• Balance payable on exercise within 18 months; conversion by 31 Dec 2027.
• Promoter stake rises from 59.09% to 60.73% on full conversion.
• Proceeds to fund aerospace and consumer capacity expansion, Hosur facility, subsidiaries, JVs.
• Board approves preferential issue subject to shareholders' approval and regulatory clearances.
• EGM scheduled for 22 Oct 2026 via video conference.
• Capacity reference: 4.78 million hours per annum (Q1 FY27 annualised).
• Equity infusion supports borrowing program and expansion plan.

KMP designation for materiality disclosures

• Board designated two KMPs to determine materiality of events for disclosures under SEBI LODR Reg 30(5).
• KMPs named: Mr. Rajeev Kaul, Co-Founder & MD; Ms. Reenah Simon Joseph, CFO.
• Details of authorized personnel are available on the company website.

Issue details

• Warrants up to 28,071,690 convertible into equal equity shares.
• Issue price INR 231.55 per warrant, including INR 221.55 premium.
• Aggregate value INR 6,499,999,819.50 payable at subscription.
• Investor: Mellwood Trustee Services Private Limited (Promoter) as sole subscriber.
• Minimum upfront payment of INR 3,250,000,000 at subscription.
• Balance payable on exercise of warrants to convert.
• Each warrant converts into one equity share; exercise by 31 December 2027.
• Forfeiture: non-exercise by Dec 31, 2027 with balance leads to expiry.
• Nature of consideration: cash.
• Post-issue investor holding: 128,584,760 shares, 18.40%.
• Promoter group post-conversion stake: 60.73%.
• Current promoter/promoter group stake: 59.09% pre-allotment.
• Floor price date for subscription: Sep 22, 2026.

Approvals and process

• EGM scheduled Oct 22, 2026 to approve the preferential issue.
• Approvals required: shareholder approval and other statutory/regulatory clearances.
• Stock exchange in-principle approval may be required.
• No change in control or management expected.

Aequs Limited: Trading window closed from Thursday, October 01, 2026 till the expiry of 48 (forty eight) hours after the announcement of the Unaudited financial results for the quarter ended on September 30, 2026.

Creation of pledge on promoter shares

• Event: Creation of pledge on promoter shares.
• Company: Aequs Limited.
• Encumbrance: Pledge of equity shares.
• Promoter: Melligeri Private Family Foundation.
• Encumbered shares: 100,513,070 shares (14.99%).
• Date of encumbrance: 21 Sep 2026.
• Beneficiary: 360 One Prime Ltd.
• Facility size: INR 200 crore.
• Total promoter+promoter group stake: 59.09%.
• Pledged shares as % of promoter/promoter group stake: 25.36%.
• Promoter share post-encumbrance: 14.99% of total capital.
• Reason: collateral for finance facility.
• End use: funds for promoter needs and listed company.
• Prior encumbrance: Nil.

Meeting Details

• Date: September 25, 2026.

Key Agenda Items

• Consider preferential issue of warrants convertible into equity shares to promoter in one or more tranches.
• Convene an extraordinary general meeting to obtain shareholder approval for the proposed preferential issue.

Other Notes

• Proposal is subject to shareholder approvals and other regulatory clearances.

Dissolution of ATHPL

• ATHPL, a step-down subsidiary, wound up and dissolved via members' voluntary winding up effective Sep 17, 2026.
• Intimation of dissolution received Sep 18, 2026 at 14:49 IST.
• ATHPL was not a material subsidiary; dissolution will not impact revenue, profitability, or operations.
• Intention to wind up ATHPL disclosed in the company's prospectus.
• ATHPL contributed NIL to consolidated turnover for FY2025-26.
• No sale agreement; wind-up completed voluntarily.