Aequs Limited Issues Postal Ballot Notice for ESOP Ratification and Related Party Transactions
Aequs Limited has issued a postal ballot notice dated February 25, 2026, seeking shareholder approval for seven resolutions including ESOP 2025 ratification covering 2,04,00,000 options, director nomination rights for shareholders holding 26% stake, and material related party transactions worth ₹1,07,01,44,716 with Aequs SEZ Private Limited for FY 2026-27. The e-voting period runs from February 26 to March 27, 2026, with results expected by March 31, 2026.

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Aequs Limited has issued a comprehensive postal ballot notice dated February 25, 2026, seeking shareholder approval for seven critical resolutions through remote e-voting. The notice, approved by the Board of Directors on February 23, 2026, addresses key corporate governance matters and strategic transactions.
Employee Stock Option Plan Ratification
The company is seeking ratification of the "Aequs Employee Stock Option Plan 2025" (ESOP 2025), which was originally approved by the Board on May 10, 2025, and shareholders on May 13, 2025, prior to the company's listing on December 10, 2025. The plan consolidates all existing employee stock option schemes into a single framework.
| Parameter: | Details |
|---|---|
| Total Options: | 2,04,00,000 (Two Crores Four Lakhs) |
| Face Value: | ₹10 per share |
| Outstanding Options: | 15,811,500 shares (as of January 10, 2026) |
| Vesting Period: | Minimum 1 year, Maximum 7 years |
The ESOP 2025 requires ratification under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as no company can make fresh grants post-listing unless the plan is ratified by members. The company also seeks approval for extending ESOP benefits to employees of holding and subsidiary companies, secondary acquisition of shares through trust route, and provision of funds by the company for share purchases by the Aequs Stock Option Plan Trust.
Director Nomination Rights
Aequs Limited is seeking approval for special rights contained in the Shareholders' Agreement dated October 12, 2023, which survived the agreement's termination following the IPO. The proposal grants shareholders holding at least 26% of share capital the right to nominate one director on the Board.
| Aspect: | Details |
|---|---|
| Threshold: | 26% of Share Capital on Fully Diluted Basis |
| Right Type: | Director nomination (not obligation) |
| Current Beneficiary: | Aequs Manufacturing Investments Private Limited |
| Regulatory Requirement: | Special resolution every five years |
Material Related Party Transactions
The company seeks approval for material related party transactions with Aequs SEZ Private Limited for FY 2026-27, totaling ₹1,07,01,44,716. These transactions primarily involve infrastructure services as Aequs Limited and its wholly owned subsidiaries operate from Aequs Special Economic Zone.
| Company: | Transaction Value (₹) |
|---|---|
| AeroStructures Manufacturing India Private Limited: | 32,03,63,918 |
| Aequs Engineered Plastics Private Limited: | 18,72,09,862 |
| Aequs Force Consumer Products Private Limited: | 17,30,02,501 |
| Aequs Toys Private Limited: | 15,69,21,393 |
| Aequs Limited: | 10,25,99,733 |
| Koppal Toys Molding COE Private Limited: | 10,07,59,211 |
| Aerostructures Assemblies India Private Limited: | 2,23,92,516 |
| Aequs Consumer Products Private Limited: | 68,95,582 |
| Total: | 1,07,01,44,716 |
The transactions represent 11.57% of the company's annual consolidated turnover for FY 2024-25 and 89.10% of Aequs SEZ Private Limited's turnover. Services include transport, electricity, administration, maintenance, security, and water charges.
Voting Process and Timeline
The postal ballot will be conducted exclusively through remote e-voting, with KFin Technologies Limited serving as the e-voting service provider. CS Pramod SM or CS Biswajit Ghosh of M/s. BMP & Co. LLP have been appointed as scrutinizers.
| Timeline: | Date/Time |
|---|---|
| Cut-off Date: | February 20, 2026 |
| E-voting Commencement: | February 26, 2026, 9:00 AM IST |
| E-voting End: | March 27, 2026, 5:00 PM IST |
| Results Declaration: | By March 31, 2026 |
Articles of Association Amendment
The company also seeks approval to alter its Articles of Association by inserting Article 117A to formalize director nomination rights and delete Part B of the Articles, which ceased to have effect following the listing. The amendments are administrative in nature, ensuring compliance with post-listing regulatory requirements.
The Board of Directors has recommended all seven resolutions for shareholder approval, with six requiring special resolutions and one ordinary resolution for the related party transactions.
Source: None/Company/INE947N01017/50a47d53-01da-48e5-9e84-3de249f3343f.pdf
































