Key Modifications in Corrigendum

1. Director Appointment Tenure Clarification

  • Agenda Item No. 7: Appointment of Ms. Anshu Shukla Pandey (DIN: 11809932) as Non-Executive Independent Director expressly includes five-year term commencing July 10, 2026
  • Although tenure was disclosed in Explanatory Statement, resolution text now explicitly incorporates the term for consistency

2. Enhanced Disclosures for Preferential Issue

  • Explanatory Statement for Agenda Item No. 9 updated with minimum information required under SEBI Regulations
  • Shareholding pattern aligned with pattern filed with Stock Exchange, correcting inadvertent typographical errors
  • Independent Registered Valuer particulars and valuation report details incorporated
  • Valuation report from Mr. Rohit Khandelwal, Chartered Accountant & Independent Registered Valuer (IBBI Registration No. IBBI/RV/03/2020/13235) obtained as required under Regulation 166A of SEBI ICDR Regulations
  • Valuation report available for inspection at https://www.aerpace.com/notice.html
  • Confirmation that proposed allotment will not result in change of control of Company
  • Valuation report considered by Audit Committee while recommending preferential issue

Remote E-Voting Details

  • Commencement: Friday, July 10, 2026 at 09:00 AM IST
  • Closing: Saturday, August 08, 2026 at 05:00 PM IST
  • Scrutinizer: CS Pravesh Palod (ACS: A57964; CoP No.: 26765), Proprietor of M/s. Pravesh Palod & Associates
  • Cut-off Date: Friday, July 03, 2026
  • Results Declaration: On or before Monday, August 10, 2026

Resolutions Proposed for Shareholder Approval

Special Business Items

1. Appointment of Mr. Anand Manoj Shah as Managing Director
  • DIN: 11709310
  • Tenure: Three years from May 12, 2026 to May 11, 2029
  • Remuneration: Salary not exceeding ₹36,00,000 per annum plus perquisites, gratuity, and retirement benefits
  • Entitled to reimbursement of business expenses
  • May receive minimum remuneration even in absence of profits subject to Schedule V compliance
2. Material Related Party Transaction - Subsidiary with Aerpace Consultancy
  • Aerpace Supercars Private Limited (subsidiary) to avail loan/financial assistance from Aerpace Consultancy Private Limited
  • Aggregate limit: ₹100 crore outstanding at any point
  • Ordinary Resolution required
3. Material Related Party Transaction with Aerpace Robotics
  • Company to enter transactions with Aerpace Robotics Private Limited
  • Aggregate limit: ₹100 crore outstanding at any point
  • Ordinary Resolution required
  • Validity: One year from resolution date
4. Material Related Party Transaction with Aerpace Supercars
  • Company to enter transactions with Aerpace Supercars Private Limited
  • Aggregate limit: ₹105 crore outstanding at any point
  • Ordinary Resolution required
  • Validity: One year from resolution date
5. Material Related Party Transaction with Aerpace Consultancy
  • Company to enter transactions with Aerpace Consultancy Private Limited
  • Aggregate limit: ₹100 crore outstanding at any point
  • Ordinary Resolution required
  • Validity: One year from resolution date
6. Appointment of Secretarial Auditors
  • M/s. Pravesh Palod & Associates appointed to fill casual vacancy caused by resignation of M/s. Jain Preeti & Company
  • Remuneration: ₹1,00,000 plus applicable taxes and out-of-pocket expenses
  • Effective from May 11, 2026 for FY 2025-2026
7. Appointment of Ms. Anshu Shukla Pandey as Independent Director
  • DIN: 11809932
  • Tenure: Five years from July 10, 2026 to July 09, 2031
  • Non-Executive Independent Director
  • Special Resolution required
8. Increase in Borrowing Powers
  • Current limit: ₹100 crore under Section 180(1)(c)
  • Proposed increase: ₹500 crore
  • Special Resolution required
9. Preferential Issue of Convertible Warrants
  • Securities: Up to 1,50,00,000 warrants convertible into equity shares
  • Issue Price: ₹32.55 per warrant (face value ₹1 + premium ₹31.55)
  • Total Amount: ₹48,82,50,000
  • Allottee: N.K. Family Private Trust (Promoter Group)
  • Payment: 25% (₹12,20,62,500) upfront, balance 75% upon conversion
  • Conversion Period: 18 months from allotment date
  • Relevant Date: July 09, 2026
  • Floor Price Calculation:
  • 90-day VWAP: ₹27.45
  • 10-day VWAP: ₹32.53
  • Valuer's Price: ₹32.54
  • Special Resolution required

Financial Impact of Preferential Issue

  • Objects: Working capital requirements (100% of proceeds)
  • Funds utilization timeline: 25% received upfront to be utilized within 6-9 months; 75% received upon conversion to be utilized within 9-12 months
  • No monitoring agency required as issue size below ₹100 crore

Shareholding Pattern Impact

  • Pre-issue promoter holding: 45.25% (6,96,15,904 shares)
  • Post-issue promoter holding: 50.11% (8,46,15,904 shares) assuming full conversion
  • Proposed allottee (N.K. Family Private Trust) holding increases from 0.01% to 8.89%
  • No change in control of Company

Additional Information

  • Valuation Report available at: https://www.aerpace.com/notice.html
  • Company Website: www.aerpace.com