PPAP Automotive Ltd

Dematerialisation status

• Securities received for dematerialisation were listed on the exchanges where existing securities are listed.
• Dematerialisation requests processed; accepted/rejected status reported to depositories.
• Physical certificates were mutilated and cancelled after verification; depository name substituted as registered owner.
• All actions completed within prescribed timelines.

PPAP Automotive Limited: Trading window closed from 1 October 2026 until 48 hours after declaration of the quarter ended 30 September 2026 financial results.

AGM Details

• Date and time: 18 September 2026 at 11:30 IST, via VC/OAVM.
• Mode: VC/OAVM; venue deemed at the registered office, New Delhi.
• Record date: 11 September 2026.
• Last date for postal ballot forms: 18 September 2026.
• Start time 11:30 IST; end time 12:35 IST.

Key Resolutions

• Item 1 (Ordinary): Adoption of audited financial statements for year ended 31 March 2026.
• Item 2 (Ordinary): Dividend declaration of Rs 1.50 final and Rs 1.00 interim per share.
• Item 3 (Ordinary): Re-appointment of Vinay Kumari Jain for rotation.
• Item 4 (Special): Re-appoint Ajay Kumar Jain as CMD for 3 years from 1 Nov 2026.
• Item 5 (Special): Revision in remuneration for Abhishek Jain, CEO & MD, from 1 Apr 2026.
• Item 6 (Ordinary): Appointment of Meeta Makhan as Independent Director for two years from 25 Jun 2026.
• Item 7 (Ordinary): Ratification of remuneration of Cost Auditor for 2026-27.

Voting Results

• Item 1: Adoption of financials passed; 99.99% in favor, 0.01% against.
• Item 2: Dividend declaration; 99.99% in favor, 0.01% against.
• Item 3: Jain re-appointment passed; 99.99% in favor, 0.01% against.
• Item 4: Ajay Jain CMD re-appointment passed; 99.99% in favor, 0.01% against.
• Item 5: Abhishek Jain remuneration pass; 99.99% in favor, 0.01% against.
• Item 6: Meeta Makhan Independent Director confirmed; 99.99% in favor, 0.01% against.
• Item 7: Cost Auditor remuneration ratified; 99.99% in favor, 0.01% against.

Dividend

• Final dividend of Rs 1.50 per share and interim dividend of Rs 1.00 per share approved.

Director Changes

• Re-appointment of Vinay Kumari Jain (retiring by rotation) approved.
• Ajay Kumar Jain re-appointed as CMD for three years from Nov 1, 2026.
• Meeta Makhan appointed as Independent Director for two-year term from Jun 25, 2026.
• Remuneration revisions for Ajay Kumar Jain and Abhishek Jain approved.

AGM Details

• Date and time: 18 September 2026 at 11:30 IST; mode: VC/OAVM.
• AGM concluded at 12:35 IST.
• Quorum present throughout the meeting.
• Remote e-voting window ran from 14 to 17 September 2026.

Key Resolutions

• Ordinary: Adoption of audited financial statements for year ended 31 March 2026, with Board and auditors' reports.
• Ordinary: Final dividend of Rs 1.50 per share and interim dividend of Rs 1 per share; results pending.
• Ordinary: Re-appointment of Vinay Kumari Jain on rotation; eligible, offers herself for reappointment.
• Special: Re-appointment of Ajay Kumar Jain as MD for 1 Nov 2026 to 31 Oct 2029; remuneration revised.
• Special: Revision in remuneration for Abhishek Jain as CEO/MD from 1 Apr 2026.
• Ordinary: Appointment of Meeta Makhan as Independent Director for 25 Jun 2026 to 24 Jun 2028.
• Ordinary: Ratification of remuneration of Cost Auditor for financial year 2025-26.

Overview

• NCLT sanctioned amalgamation of Avinya Batteries with PPAP Automotive.
• Unsecured creditors meeting scheduled for 30 Sept 2026, 3:30 PM.
• Cut-off date for voting rights: 31 March 2026.
• Remote e-voting window: 26–29 Sept 2026; voting during meeting allowed.
• Transferor wholly owned by Transferee; undertaking to vest on Appointed Date.

Meeting details

• Meeting to be held via VC/OAVM on 30 Sep 2026 at 3:30 PM.
• Appointed Date: 01.04.2026; transfer of undertaking from Transferor to Transferee.
• Transferor equity holders consented via affidavits; no separate shareholder meeting needed.

Capital structure (as of 31.03.2026)

• Avinya: Authorized 15,00,00,000; issued 13,79,92,350.
• PPAP: Authorized 20,00,00,000; issued 14,11,50,700.
• Post-ESOP: PPAP issued capital 14,15,29,870 as of 02 Jul 2026.

Key scheme terms

• All assets and liabilities of Transferor to vest in Transferee; Transferor to be dissolved.
• No cash consideration; no share exchange; merger effective on Appointed Date.
• Pooling of Interest accounting; reserves preserved; inter-company balances extinguished.

Approvals & timetable

• Order sanction date: 29 Jul 2026.
• Scheme subject to regulatory approvals and filings with ROC/Regulators.
• Ownership remains: merger of wholly owned subsidiary into parent.

Meeting details

• Meeting scheduled 30.09.2026 at 12:30 P.M. via VC/OAVM. 📅
• Cut-off date for voting: 31.03.2026; proportional to outstanding amount. 🗒️
• Remote e-voting window: 26.09.2026 09:00 to 29.09.2026 17:00 IST. ⏱️
• Mode of meeting: VC/OAVM; deemed venue: registered office. 📍

Scheme overview

• Transferor Avinya Batteries Limited merged into Transferee PPAP Automotive Limited; Transferor wholly owned. 📦
• Appointed Date: 01.04.2026; Effective Date to be last of sanction orders. 🗓️
• Assets, liabilities, employees, licenses transfer to Transferee; Transferor to be dissolved. 🧱
• No share exchange; no cash consideration; Transferee holds Transferor's equity. 🔗
• Taxes, licenses, permits: vest with Transferee; taxes paid/credits transferred. 🧾

Approvals & process

• Board approvals: Avinya Batteries 05.05.2026; PPAP 11.05.2026. ✅
• Scheme subject to NCLT sanction and other approvals; order dated 29.07.2026. ⚖️

Dates & Meeting Details

• NCLT sanction; equity shareholders meeting on 30-09-2026 at 10:30 AM via VC/OAVM.
• Appointed Date for the Scheme: 01-Apr-2026.
• Voting cut-off date: 22-May-2026.
• Remote e-voting window: 26-Sep-2026 9:00 AM to 29-Sep-2026 5:00 PM IST.

Amalgamation Structure

• Avinya Batteries Limited is wholly owned by PPAP Automotive Limited.
• Scheme transfers all Transferor assets and liabilities to Transferee; Transferor dissolves on effectiveness.
• No share exchange; Transferee holds 100% of Transferor's shares; no new shares issued.
• Appointed Date is 01-Apr-2026; Effective Date to be determined per order.

Approvals & Consents

• Boards approved the Scheme on 05-May-2026 (ABL) and 11-May-2026 (PPAP).
• Avinya equity holders provided 100% consent via affidavits; PPAP equity holders did not consent.
• NCLT order sanction dated 29-Jul-2026; sanction subject to regulatory approvals.
• Stock exchanges disclosures filed; no NOC required for wholly owned merger.
• Meetings to be convened for Transferor and Transferee secured and unsecured creditors.

Accounting & Capital

• Accounting treatment: pooling of interest; assets and liabilities recorded at Transferor carrying values.
• Reserves preserved; inter-company balances eliminated on consolidation.
• Transferor to dissolve on effectiveness; assets and liabilities vest in Transferee.
• Capital structure: Transferor author ₹15 cr; issued ₹13.80 cr; Transferee author ₹20 cr; issued ₹14.12 cr.
• No warrants or convertible securities outstanding.

Key developments and financials

• Divested 50% stake in PPAP Tokai India Rubber Private Limited to Tokai for ₹100 crore.
• Avinya Batteries merger approved; subject to regulatory sanction; planned completion FY27.
• Tools Division slump sale to Meraki; consideration via equity shares.
• Entered technical collaboration with Hutchinson (France) for advanced body sealings in India.
• New OEM wins: Mahindra & Mahindra, Tata Motors Sierra, MSIL E Vitara & Victoris, Renault-Nissan Duster.
• Interim dividend ₹1.00 per share; FY26 paid.
• Final dividend ₹1.50 per share; total ₹2.50 per share for FY26.
• Exceptional gain on sale of investment ₹4,978.61 lakhs.
• Total liabilities from financing activities ₹20,883.59 lakhs.
• Revenue from operations ₹53,629.54 lakh; total income ₹54,203.43 lakh (FY2026).