PPAP Automotive: Shareholders back Avinya merger 2026

What PPAP Automotive announced to exchanges

PPAP Automotive Ltd (BSE: 532934) reported the proceedings of court-convened meetings of its equity shareholders and creditors as part of a proposed amalgamation. The meetings were held pursuant to an order of the National Company Law Tribunal (NCLT), New Delhi Bench. The scheme relates to the amalgamation of Avinya Batteries Limited (the transferor company) with PPAP Automotive Limited (the transferee company). Both secured and unsecured creditor classes were part of the meeting process directed by the Tribunal. The filings also reference a scrutinizer’s report connected to the voting process. The disclosures were made under the company’s stock exchange announcement framework, including Regulation 30-related communication for newspaper publication.

The transaction in focus: Avinya Batteries into PPAP Automotive

PPAP Automotive is consolidating its unlisted, wholly owned subsidiary Avinya Batteries Limited into the parent entity through a scheme of arrangement. Avinya Batteries is described in the filings as being engaged in manufacturing lithium-ion battery packs. The scheme’s appointed date is April 1, 2026, as stated in the NCLT-related disclosures. The company has indicated the merger involves no dilution and no issuance of new shares. Under the scheme, the assets and liabilities of Avinya Batteries are to be transferred to PPAP Automotive. Because it is a court-supervised process, the final effectiveness depends on subsequent NCLT sanction after stakeholder approvals and compliance steps.

NCLT’s July 29, 2026 order and what it required

The NCLT, New Delhi Bench, directed convening of meetings through an order dated July 29, 2026. The proceedings are under Sections 230 to 232 of the Companies Act, 2013 and the applicable rules for compromises and arrangements. The Tribunal set out procedural directions around notices, publication, website disclosures, regulatory service, voting, quorum, affidavits, and reporting. It also specified that authorised representatives of body corporates could vote, subject to authorisation requirements. Quorum was to be as prescribed under Section 103(1) of the Companies Act, 2013. If quorum was not present at commencement, the meeting would be adjourned by 30 minutes and those present and voting would be deemed the quorum.

How stakeholder meetings were structured across entities

The NCLT order included directions on which meetings were to be held and which were dispensed with. For the transferor company, the Tribunal dispensed with the meeting of its seven equity shareholders. However, it directed meetings of the transferor company’s four secured creditors and 66 unsecured creditors. For the transferee company, meetings were directed for 15,675 equity shareholders, nine secured creditors and 653 unsecured creditors. The NCLT record noted that, for the transferee company, none of its equity shareholders, secured creditors or unsecured creditors had provided consent affidavits, which led to the meetings being convened. These meeting directions are central to how the scheme moves from board approval to court sanction.

Key dates: notice, e-voting window, and meeting day

PPAP Automotive published a newspaper notice on August 31, 2026 regarding the NCLT-convened meetings scheduled for September 30, 2026. The company set remote e-voting windows for stakeholders, including unsecured creditors. As disclosed, remote e-voting for unsecured creditors was available from September 26, 2026 at 9:00 am to September 29, 2026 at 5:00 pm. PPAP Automotive also scheduled a meeting of its unsecured creditors for September 30, 2026 at 3:30 pm. The cut-off date referenced for determining voting rights for unsecured creditors was March 31, 2026. Voting rights were to be in proportion to the outstanding amount due as of that cut-off date, which affects how creditor approval thresholds are computed.

Outcome: approvals at the September 30, 2026 meeting

The exchange update dated September 30, 2026 states that PPAP Automotive shareholders approved the amalgamation of Avinya Batteries following the NCLT order. The filing is framed as the outcome and proceedings of the court-convened meetings of equity shareholders, secured creditors, and unsecured creditors. The disclosures indicate that the scheme moved through the stakeholder approval stage required by the Tribunal. In parallel, the company referenced the scrutinizer’s report, which is typically tied to validation and tabulation of votes cast electronically and at the meeting. While the meeting approvals are a key milestone, the scheme still requires NCLT approval after these results and compliance reporting. The chairperson was directed to report meeting results within seven days of conclusion, per the NCLT directions stated in the disclosed summary.

What “no dilution” means in this amalgamation

PPAP Automotive’s communication notes that the merger involves no dilution and no new share issuance. In practical terms, this indicates the scheme is structured as an internal consolidation of a wholly owned subsidiary rather than a share-swap with an external shareholder base. The transferor’s assets and liabilities move into the listed parent, aligning operations within one corporate entity. Such structures can reduce duplication in reporting and governance across separate legal entities. It can also simplify creditor and contract arrangements over time, although the filings focus on process and approvals rather than specific operational synergies. Importantly, “no new shares” is a factual element investors often look for because it avoids incremental equity supply.

Background: board approvals and other recent shareholder votes

The NCLT summary referenced board approvals by the applicant companies through meetings held on 05.05.2026 and 11.05.2026 respectively. Those board approvals preceded the joint application to the Tribunal. Separately, PPAP Automotive disclosed voting results for its 31st Annual General Meeting held on 18 September 2026, confirming all seven resolutions were passed. The information provided also states shareholders approved all 31st AGM resolutions with 99.99% support. While the AGM resolutions are not the same as the amalgamation vote, the filings show the company has been actively using formal voting processes through September 2026. Together, the AGM voting record and the NCLT process underline that multiple governance checkpoints were in motion in the same quarter.

What happens next in the NCLT process

After stakeholder approvals, the scheme typically proceeds toward final sanction by the NCLT, subject to compliance with the Tribunal’s directions. The NCLT order required pre-meeting compliance confirmations, including an affidavit by the chairperson at least seven days before the meetings confirming notice and advertisement compliance. It also required post-meeting reporting within seven days of the meetings’ conclusion. The company has already disclosed the meeting proceedings and the voting-related report references, aligning with the court-supervised process. The next formal step, as described in the disclosures, is NCLT approval post-approval by stakeholders. Only after the Tribunal sanctions the scheme can the legal amalgamation take effect as per the scheme terms and the appointed date framework.

Summary table of the disclosed facts

Why the event matters for shareholders and creditors

For shareholders, the key disclosed economic point is the absence of dilution through new share issuance. For creditors, the meeting structure and vote-weighting based on outstanding amounts as of March 31, 2026 determine how creditor consent is measured. The NCLT’s detailed procedural directions also matter because non-compliance can delay court sanction even after votes are completed. The consolidation of an unlisted battery-pack subsidiary into a listed parent can change how investors see segment reporting and corporate structure, though the filings do not quantify financial impacts. What is clear from the disclosures is that PPAP Automotive has progressed through a formal, court-supervised approval sequence. The next milestone is the post-meeting compliance reporting and the NCLT’s final decision on the scheme.

Conclusion

PPAP Automotive’s September 30, 2026 court-convened meetings mark a critical approval step in its plan to merge Avinya Batteries into the listed parent with an appointed date of April 1, 2026. With the proceedings and voting documentation disclosed, the process now moves toward required compliance filings and NCLT sanction as outlined in the Tribunal’s July 29, 2026 order.