Target Entity: Engineering Services business in the Aerospace industry (Transferring Business)

The Transferring Business comprises the provision of 'Engineering Services' in the Aerospace industry conducted by AXISCADES Technologies Limited, its branches in Germany and France, and its subsidiaries: Cades Studec Technologies (India) Private Limited, AXISCADES GmbH, AXISCADES UK Limited, AXISCADES Technology Canada Inc., and AXISCADES Inc.

Type of Deal: Divestment via phased stake sale with joint venture structure

The transaction involves internal business transfer to newly incorporated subsidiaries followed by phased divestment to Akkodis Group entities, resulting in Akkodis holding 51% stake initially and acquiring remaining 49% after 24 months.

Stake/Capacity: Entire Aerospace Engineering Services business unit

The Transferring Business represents the complete Aerospace Engineering Services operations across all global entities of AXISCADES group.

Deal Value: USD 206.30 million aggregate consideration

The consideration is structured in two tranches:

  • Tranche 1: USD 77.70 million cash consideration receivable at closing of fund infusion
  • Tranche 2: USD 76.02 million fixed payment plus performance-linked contingent payment up to USD 52.58 million

Subject to adjustments as per Transaction Documents. Valuation supported by independent valuation report from M/s SSPA & Co., Chartered Accountants.

Funding Source: Akkodis Group funding

The transaction is funded by Akkodis India Private Limited and Akkodis Group AG through direct equity infusion into the newly created entities.

Financial Impact

The Transferring Business contributed the following to AXISCADES consolidated financials for FY 2024-25:

  • Turnover/Revenue/Income: INR 3,225.88 million (31% of consolidated turnover)
  • Net Worth: INR 743 million (11.3% of consolidated net worth)

Carve-out details for FY 2025-26 are not yet available.

Net proceeds from the transaction are proposed to be deployed towards:

  • Technology- and capability-led acquisitions
  • Manufacturing infrastructure for aerospace, defence, ESAI and spaceteach
  • Strengthening of the balance sheet to enhance financial flexibility for growth

Timeline

  • Business Transfers and subsequent fund infusion by Akkodis entities expected within 5-6 months from MFA execution date (June 12, 2026)
  • Divestment of balance 49% stake by AXISCADES to occur after 24 months from fund infusion closing
  • Incorporation/acquisition of Transferee Subsidiaries expected within 3 months from disclosure date

Strategic Rationale

The divestment is consistent with the Company's strategic objective of realigning and redeploying capital resources towards identified growth priorities. The transaction brings together complementary capabilities and is expected to create a leading platform within the aerospace OEM ecosystem with a clear pathway to market-leading position, thereby unlocking value for shareholders.

Approval Status

  • Board of Directors approved on June 12, 2026
  • Master Framework Agreements executed on June 12, 2026
  • Shareholder approval under Section 180 of Companies Act, 2013 and Regulation 37A of LODR Regulations pending
  • Various regulatory approvals required as conditions precedent

Reference Regulation: SEBI Regulation 30 of LODR Regulations

Transaction Structure Details

The implementation involves:

A. Incorporation of Transferee Subsidiaries

  • New India Co. (India, 99.9999% ownership)
  • Overseas HoldCo. (Switzerland, 100% ownership)
  • New UK Co. (UK, 100% step-down)
  • New US Co. (USA, 100% step-down)
  • New Canada Co. (Canada, 100% step-down)
  • New France Co. (France, 100% step-down)
  • New Germany Co. (Germany, 100% step-down)

B. Internal Business Transfers

Business transfers on slump sale/going concern basis from:

  • Company to New India Co.
  • CSTI to New India Co.
  • ATL Germany to New Germany Co.
  • German Branch to New Germany Co.
  • France Branch to New France Co.
  • ATL UK to New UK Co.
  • ATL Canada to New Canada Co.
  • ATL US to New US Co.

C. Fund Infusion Structure

  • Akkodis India Private Limited to acquire 51% stake in New India Co. for cash
  • Company and Akkodis Group AG to infuse funds into Overseas HoldCo. in 49:51 ratio
  • Consideration settlement through combination of cash and equity shares

D. Documentation

Executed Documents:

  • India Master Framework Agreement (Company, CSTI, Akkodis India, Akkodis Group AG)
  • Overseas Master Framework Agreement (Company, ATL Germany, ATL UK, ATL Canada, ATL US, branches, Akkodis Group AG)

Documents to be executed:

  • 7 Business Transfer Agreements
  • India Shareholders Agreement (Company, New India Co., Akkodis India)
  • Overseas Shareholders Agreement (Company, Overseas HoldCo., Akkodis Group AG)

Related Party Transaction

The transaction qualifies as a related party transaction but is conducted at arm's length basis supported by independent valuation.