Key Resolutions for Shareholder Approval

1. Appointment of Mr. Anand Manoj Shah as Managing Director

  • Resolution Type: Ordinary Resolution
  • DIN: 11709310
  • Tenure: 3 years from May 12, 2026 to May 11, 2029
  • Remuneration: Salary not exceeding ₹36,00,000 per annum plus perquisites
  • Continued role as CFO alongside MD position
  • Approval subject to shareholder consent

2. Material Related Party Transaction - Subsidiary with Aerpace Consultancy

  • Resolution Type: Ordinary Resolution
  • Aerpace Supercars Private Limited (subsidiary) to avail loan/financial assistance from Aerpace Consultancy Private Limited
  • Maximum amount: ₹100 crore at any point in time
  • Requires shareholder approval under Regulation 23 of SEBI LODR Regulations

3. Material Related Party Transaction with Aerpace Robotics

  • Resolution Type: Ordinary Resolution
  • Company to enter into RPTs with Aerpace Robotics Private Limited
  • Aggregate limit: ₹100 crore outstanding at any point
  • Transactions to be at arm's length and in ordinary course of business

4. Material Related Party Transaction with Aerpace Supercars

  • Resolution Type: Ordinary Resolution
  • Company to enter into RPTs with Aerpace Supercars Private Limited
  • Aggregate limit: ₹105 crore outstanding at any point
  • Transactions to be at arm's length and in ordinary course of business

5. Material Related Party Transaction with Aerpace Consultancy

  • Resolution Type: Ordinary Resolution
  • Company to enter into RPTs with Aerpace Consultancy Private Limited
  • Aggregate limit: ₹100 crore outstanding at any point
  • Transactions to be at arm's length and in ordinary course of business

6. Appointment of Secretarial Auditors

  • Resolution Type: Ordinary Resolution
  • M/s. Pravesh Palod & Associates appointed to fill casual vacancy
  • Effective from May 11, 2026 for FY 2025-2026
  • Replaces M/s. Jain Priti & Company who resigned

7. Appointment of Ms. Anshu Shukla Pandey as Independent Director

  • Resolution Type: Special Resolution
  • DIN: 11809932
  • Appointment as Non-Executive Independent Director
  • Not liable to retire by rotation
  • Previously appointed as Additional Director w.e.f. July 10, 2026

8. Increase in Borrowing Powers

  • Resolution Type: Special Resolution
  • Under Section 180(1)(c) of Companies Act, 2013
  • New borrowing limit: ₹500 crore (increased from previous limit)
  • Excludes temporary loans from bankers in ordinary course
  • For expansion plans, working capital requirements, and general corporate purposes

9. Issuance of Warrants on Preferential Basis

  • Resolution Type: Special Resolution
  • Number of warrants: 1,50,00,000
  • Issue price: ₹32.55 per warrant (including premium of ₹31.55)
  • Total amount: ₹48,82,50,000
  • Allottee: N.K. Family Private Trust (Promoter Group)
  • Conversion: Each warrant convertible into 1 equity share of ₹1 face value
  • Payment terms: 25% (₹12,20,62,500) upfront, 75% (₹36,61,87,500) on conversion
  • Conversion period: 18 months from allotment date
  • Relevant date for pricing: July 9, 2026
  • Objects: Working capital requirements (100% of proceeds)

Voting Details

  • Cut-off date: July 3, 2026
  • Remote e-voting period: July 10, 2026 (9:00 AM) to August 8, 2026 (5:00 PM)
  • E-voting agency: National Securities Depository Limited (NSDL)
  • Results declaration: On or before August 10, 2026
  • Scrutinizer: CS Pravesh Palod of M/s. Pravesh Palod & Associates

Financial Impact Assessment

  • Warrant issue will increase promoter group holding from 0.01% to 8.89% on full conversion
  • Borrowing limit increase provides financial flexibility for future growth
  • RPT approvals enable ongoing business operations with group entities
  • MD appointment formalizes leadership structure with defined remuneration

Additional Information

  • Documents available for inspection at registered office in Mumbai
  • Notice available on company website (www.aerpace.com) and BSE website
  • Shareholders must register email addresses for electronic communication
  • NSDL helpdesk available for technical support during voting period