Disclosure under Regulation 30 of SEBI Listing Regulations

Board Approval and Transaction Structure

The Board of Directors of AXISCADES Technologies Limited, at its meeting held on October 14, 2026 (commencing at 7:00 PM IST and concluding at 8:13 PM IST), approved in principle the acquisition by XIDA Inc. (formerly Mistral Solutions Inc.), its step-down subsidiary incorporated in Delaware, USA, of substantially all the business assets of ITSJ Group, Inc., a Delaware corporation based in San Jose, California, USA. The transaction is structured as an asset purchase, not a share acquisition. ITSJ will not become a subsidiary of AXISCADES or XIDA. The transaction is subject to the execution of an Asset Purchase Agreement and satisfaction of conditions precedent.

Consideration Details

The aggregate consideration shall not exceed US$ 7.0 million (approximately ₹ 67.02 crore), structured as follows:

  • Cash at completion: US$ 2.5 million, of which US$ 0.55 million was advanced as interim bridge funding to be adjusted, with part held in escrow.
  • Restricted shares of XIDA Inc. valued at US$ 2.5 million, issued to the seller/its promoter at completion. These shares will vest in ten equal quarterly tranches over 30 months and are subject to forfeiture for breach of covenants. This issuance will give the seller approximately 0.60% ownership in XIDA Inc.
  • Performance-linked earn-out of up to US$ 2.0 million in cash, payable in four tranches within three years of completion, subject to achievement of customer-transition, revenue, and margin milestones.

The guaranteed consideration is US$ 5.0 million (cash and shares), with up to US$ 2.0 million as earn-out. The consideration was determined through arm's-length negotiation based on business plan and due diligence.

Target Company Profile

Name: ITSJ Group, Inc.

Business: Precision engineering and electronics manufacturing services (CNC machining, PCB design and assembly, electrical cabinets, cable and harness assemblies, box build and system integration) for the semiconductor equipment and data-centre infrastructure industries.

Incorporation: 2023 in Delaware, USA

Location: San Jose, California, USA

Financials (Unaudited, Calendar Year):

  • CY 2024 Revenue: US$ 3.37 million
  • CY 2025 Revenue: US$ 3.47 million (approximately ₹ 33.22 crore)

Strategic Rationale and Impact

The acquisition is within AXISCADES's main line of business (semiconductor and manufacturing) and aims to:

  • Add established US-based manufacturing capability serving global semiconductor-equipment manufacturers and a hyperscale data-centre operator.
  • Add precision machining, PCB assembly, cable and box-build capabilities in San Jose, complementing XIDA's engineering capabilities in India.
  • Scale the acquired business with XIDA's capital, systems, and management.

The transaction is structured as an asset purchase; liabilities of ITSJ (other than any specifically assumed) remain with ITSJ. The transaction is not expected to have a material impact on the consolidated financial results of AXISCADES for FY 2026-27.

Regulatory and Approval Requirements

No governmental or regulatory approval in India is required. The transaction is subject to customary corporate approvals and regulatory approvals/filings under US laws and other relevant jurisdictions.

Timeline

The Asset Purchase Agreement is expected to be executed by November 30, 2026, upon satisfaction of pre-signing conditions. Transaction completion is expected on or before March 31, 2027, subject to satisfaction of conditions precedent.

Related Party Status

ITSJ is not a related party of AXISCADES. The transaction does not qualify as a related party transaction. None of the promoters, promoter group, or group companies of AXISCADES has any interest in ITSJ.

Assets Acquired

XIDA will acquire substantially all business assets of ITSJ, including customer and vendor contracts, inventory, equipment, intellectual property, receivables, and goodwill. XIDA will also offer employment to ITSJ's employees. No shares or voting rights of ITSJ are being acquired.

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