AXISCADES Board Approves Engineering Business Slump Sale

Key Transaction Details

The Board of Directors, in its meeting held on May 26, 2026 (which commenced at 7:00 AM IST and concluded at 8:28 AM IST), approved the transfer of the business comprising Engineering Services in the Heavy Engineering, Automotive, and Energy Industries ("Transferring Business") by the Company and its subsidiaries to Akkodis entities. The specific approvals include:

• Sale by AXISCADES Technologies Limited of its Transferring Business to Akkodis India Private Limited on a slump-sale basis as defined in Section 2(103) of the Indian Income-tax Act, 2025, as a going concern
• Sale by Epcogen Private Limited (subsidiary) of its Transferring Business to Akkodis India Private Limited on a slump-sale basis
• Sale by AXISCADES UK Limited of its Transferring Business to Akkodis UK Limited as a business transfer on a going concern basis
• Sale by AXISCADES Inc. (a material subsidiary) of its Transferring Business (constituting more than 20% of its total assets) to Akkodis Inc. as a business transfer
• Execution of definitive documents to effect the sale

Financial Impact and Business Contribution

For the financial year ended March 31, 2025, the Transferring Business contributed:

• Turnover/Revenue/Income: INR 2,493 million (24% of the Company's standalone turnover)
• Net worth: INR 530 million (15% of the annual consolidated turnover of the Company)

Transaction Consideration

The aggregate consideration for the transaction is USD 30.63 million, payable as follows:

• USD 17.42 million payable at closing, subject to adjustments per definitive documents
• USD 5.81 million deferred consideration payable 12 months after closing
• USD 7.40 million deferred consideration payable 24 months after closing

Parties Involved

Sellers:

• AXISCADES Technologies Limited (BSE: 532395, NSE: AXISCADES) - Registered office: Block C, Second Floor, Kirloskar Business Park, Bengaluru - 560024
• Epcogen Private Limited - Registered office: Block C, Fifth Floor, Kirloskar Business Park, Bengaluru - 560024
• AXISCADES UK Limited - Registered office: Pump house 15, Narborough Wood Park, Enderby, Leicester LE19 4XT, United Kingdom
• AXISCADES Inc. - Registered office: 3008 W. Willow Knolls Dr., Peoria, Illinois-61614, USA

Buyers:

• Akkodis India Private Limited (CIN: U74110KA2020FTC132692) - Registered office: Doddanekkundi II Phase Industrial Area, Mahadevapura Village, Krishnarajapuram Hobli, Summit Tower-B, Brigade Metropolis, 4th Floor, Bangalore, 560048
• Akkodis UK Limited - Registered office: 10 Bishops Square, London, E1 6EG, United Kingdom
• Akkodis Inc. - Registered office: 10 Bishops Square, London, E1 6EG, United Kingdom

None of the buyers belong to the promoter/promoter group/group companies, and the transaction is not a related party transaction.

Timeline and Approvals Required

The transaction is subject to completion of conditions precedent, including regulatory approvals and approval of the shareholders of the Company to the extent required. The Company will seek approval from shareholders under Regulation 37A of the LODR Regulations.

The expected completion date is within 5 months from the execution date (May 26, 2026), subject to completion and waiver of conditions precedent.

Business Rationale

The transaction aligns with the Company's strategic objective of divesting engineering services in the Heavy Engineering, Automotive, and Energy Industries businesses and realigning its capital resources. This would help the Company and its subsidiaries become more focused, efficient and strategically aligned, unlocking value for shareholders.

Use of Proceeds

The Company intends to deploy the proceeds towards technology- and capability-led acquisitions, manufacturing infrastructure and capacity scale-up, and strengthening the balance sheet and growth flexibility.

Capital Structure Impact

There will be no change in the shareholding pattern of the Company as a result of this transaction.