Key Resolutions Proposed

Item 1: Sale of Heavy Engineering, Automotive, and Energy Businesses

  • Transaction Type: Slump sale/business transfer of engineering services businesses
  • Sellers: Company, Epcogen Private Limited (wholly owned subsidiary), AXISCADES UK Limited, AXISCADES Inc. (wholly owned subsidiary)
  • Buyers: Akkodis India Private Limited, Akkodis UK Limited, Akkodis Inc.
  • Consideration: USD 30.63 million aggregate
  • USD 17.42 million payable at closing (subject to net debt, net working capital, and EBITDA adjustments)
  • USD 5.81 million deferred consideration payable after 12 months (non-contingent)
  • USD 7.4 million earnout payment contingent on EBITDA thresholds as of June 30, 2027
  • Valuation: Business Valuation Report dated May 25, 2026 by M/s. SSPA & Co., Chartered Accountants (IBBI Registration No. IBBI/RV-E/06/2020/126)
  • Transaction Documents: Master framework agreement and business transfer agreements all dated May 26, 2026
  • Resolution Type: Special Resolution requiring public shareholder approval under Regulation 37A of SEBI Listing Regulations

Item 2: Internal Restructuring of Aerospace Business

  • Transaction Type: Internal transfer of aerospace engineering services business to new subsidiaries
  • Entities Involved: Company, its branches in Germany and France, subsidiaries (Cades Studec Technologies, AXISCADES GmbH, AXISCADES UK Limited, AXISCADES Technology Canada Inc., AXISCADES Inc.)
  • Transferees: New subsidiaries to be incorporated/acquired in India, Switzerland, Germany, France, UK, Canada, and USA
  • Consideration: USD 152.35 million aggregate, subject to post-closing adjustments
  • Valuation: Business Valuation Report dated June 11, 2026 by M/s. SSPA & Co.
  • Transaction Documents: Master framework agreements dated June 12, 2026 with Akkodis Group AG and Akkodis India Private Limited
  • Resolution Type: Special Resolution under Section 180(1)(a) and Regulation 37A

Item 3: Related Party Transactions for Aerospace Restructuring

  • Nature: Material related party transactions with new subsidiaries for aerospace business transfer
  • Transaction Value: USD 152.35 million for business transfers plus investment of up to CHF 12,500,000 in Overseas HoldCo (Switzerland subsidiary)
  • Regulatory Compliance: Requires ordinary resolution under Section 188(1)(b) and Regulation 23 of SEBI Listing Regulations
  • Condition: Subject to approval of Item 2 resolution
  • Audit Committee Approval: Obtained on June 11, 2026

Item 4: Divestment of Stake in New Subsidiaries

  • Transaction: Potential divestment of entire shareholding in New India Co. and Overseas HoldCo. to Akkodis entities
  • Consideration Structure:
  • Tranche 1 (51% stake): USD 77.70 million subject to adjustments
  • Tranche 2 (49% stake): USD 76.02 million plus additional consideration up to USD 52.58 million based on performance
  • Total Potential Consideration: Up to USD 206.30 million
  • Timing: Tranche 2 to occur 24 months after Tranche 1 completion
  • Resolution Type: Special Resolution under Regulation 24(5) of SEBI Listing Regulations

Item 5: Increase in Investment Limits

  • Current Limit: INR 750 crore (approved April 1, 2023)
  • Proposed Limit: INR 2,000 crore under Section 186 of Companies Act, 2013
  • Purpose: To support company's growth strategy, including proposed transactions and future acquisitions
  • Resolution Type: Special Resolution

Financial Impact and Rationale

Business Rationale

  • Strategic shift to IP and manufacturing-led growth model
  • Monetization of engineering services businesses to redeploy capital into aerospace, defense, ESAI, and space sectors
  • Aerospace business restructuring enables participation in higher-value manufacturing opportunities

Utilization of Proceeds

  • Technology- and capability-led acquisitions
  • Manufacturing infrastructure for aerospace, defense, ESAI, and spacetech
  • Strengthening balance sheet for enhanced financial flexibility
  • Funding "Power 930 plan" through FY2030

Financial Metrics (Aerospace Business)

  • FY 2024-25: Contributed approximately 31% of annual consolidated turnover
  • FY 2024-25: Constituted approximately 11.3% of annual consolidated net worth
  • FY 2024-25 Turnover: ₹3,225.9 million
  • FY 2024-25 Net Profit: ₹503.1 million
  • FY 2023-24 Turnover: ₹2,854.1 million
  • FY 2023-24 Net Profit: ₹452.0 million

Voting Details

Cut-off Date

Friday, June 19, 2026 (shareholders registered as of this date are eligible to vote)

Remote E-voting Period

  • Commences: Sunday, June 28, 2026 at 9:00 AM IST
  • Ends: Monday, July 27, 2026 at 5:00 PM IST

Result Declaration

On or before Wednesday, July 29, 2026

Scrutinizer Appointment

CS Pramod S. M. or CS Biswajit Ghosh of M/s. BMP & Co. LLP appointed as scrutinizer

Voting Platform

KFin Technologies Limited provides remote e-voting facility

Transaction Conditions

Conditions Precedent for Business Transfers

  • Shareholder approvals
  • Representation and warranty compliance
  • Release of encumbrances on transferred assets
  • Execution of assignment/novation agreements for key contracts
  • Renewal/extension of material contracts
  • Lessor consents for leased premises
  • Employee transfer consents (specified threshold)
  • Finalization of transition services agreements
  • Government approvals for Germany and France transactions
  • Incorporation/acquisition of new subsidiaries

Non-Compete and Non-Solicitation

  • 2-year restriction on competing businesses in relevant jurisdictions
  • 2-year restriction on hiring transferred employees or soliciting customers/suppliers
  • No separate non-compete fee payable

Authorizations

Dr. Sampath Ravinarayanan (Chairman & MD), Mr. Shashidhar SK (CFO), and Mr. Alfonso Martinez Fernandez (International Business Head) authorized to execute necessary documents and implement transactions.