Transaction Details

Parties Involved:

  • Empower India Limited (Acquirer)
  • Mark AB Capital Private Limited (Proposing party)
  • Valiance Engineers Private Limited (Target company)

Transaction Structure: Proposed acquisition of 100% equity share capital of Valiance Engineers Private Limited through non-cash share swap via preferential issue of fresh equity shares of Empower India Limited.

Key Terms:

  • Transaction is indicative and non-binding
  • Consideration entirely non-cash through share swap
  • Valiance to become wholly owned subsidiary of Empower India post-transaction
  • Mark AB Capital (currently holding ~70% of Valiance) to become principal shareholder of Empower India
  • Term sheet validity: 90 days from signing (automatic expiration if definitive agreements not executed)

Conditions Precedent:

  • Completion of confirmatory financial, legal, and technical due diligence
  • Independent valuation and determination of swap ratios by registered valuers
  • Negotiation and execution of definitive share purchase and subscription agreements
  • Requisite statutory, stock exchange, board, and shareholder approvals

Strategic Rationale

  • Capital-efficient structure preserves balance sheet without debt financing or cash depletion
  • Provides immediate global EPC and engineering capabilities through Valiance's US subsidiary Lauren Engineers & Constructors Inc. (Texas, USA)
  • Expands capabilities in realty, civil, oil & gas, and public infrastructure
  • Complements Empower India's expansion into sustainable digital infrastructure and high-density data center builds
  • Aligns institutional promoter-partner interests with long-term public shareholder value

Target Company Overview

Valiance Engineers Private Limited:

  • Incorporated in 2017 with registered office in Delhi
  • Backed by Mark AB Capital since 2019
  • Multi-disciplinary infrastructure platform with industry veterans

Lauren Engineers & Constructors Inc. (US Subsidiary):

  • Operating from Texas, USA
  • Provides end-to-end engineering, procurement, modular fabrication, and construction (EPC) solutions
  • Technical proficiencies include HAZOP/PHA facilitation, process instrumentation, systems integration, and advanced structural design

Relationship Disclosure

  • Promoters, promoter group and group companies of Empower India have no interest in Valiance Engineers
  • Proposed acquisition is not a related party transaction
  • No potential conflict of interest identified as on date

Financial Impact

Financial impact not quantified in the disclosure. Valuation and issue price under negotiation pending due diligence and independent valuation.

Management Commentary

Mr. Rajesh Chavan, Managing Director of Empower India Limited, stated: "This proposed transaction represents a disciplined, value-accretive milestone in Empower India's roadmap. By utilizing a share-swap framework, we are expanding our core operating platform into complex engineering and infrastructure while keeping our balance sheet unleveraged and liquid. Valiance Engineers brings critical process engineering expertise, an extensive domestic footprint, and proven North American delivery capabilities through Lauren Engineers. This structural combination equips Empower India to execute large-scale, sustainable infrastructure projects at the intersection of energy transition and digital growth."