AXISCADES Technologies Limited has approved the transfer of its engineering services business in Heavy Engineering, Automotive, and Energy Industries to Akkodis entities for an aggregate consideration of USD 30.63 million. The Board of Directors approved the sale during its meeting held on May 26, 2026, as part of a strategic objective to divest these operations and realign capital resources. The transaction involves the sale of the Transferring Business by the company and its subsidiaries, Epcogen Private Limited, AXISCADES UK Limited and AXISCADES Inc., to respective Akkodis entities. This move represents the first concrete step in AXISCADES' planned transition from a services-led organization to a focused aerospace manufacturing and products-led platform.

The Transferring Business contributed 24% of the company’s annual consolidated turnover for the financial year ended March 31, 2025, with a reported turnover of INR 2,493 million and a net worth of INR 530 million. The sales are structured as slump sales for the Indian entities and business transfers for the overseas subsidiaries, all conducted as going concerns. AXISCADES Inc., a material subsidiary, is transferring assets that constitute more than 20% of its total assets.

Transaction Structure and Consideration

The aggregate consideration of USD 30.63 million is payable in three tranches. An amount of USD 17.42 million is due at closing, subject to adjustments. A deferred consideration of USD 5.81 million is payable 12 months after closing, which is not contingent or conditional. Additionally, an earnout payment of USD 7.4 million is contingent on the EBITDA of the Transferring Business meeting specific thresholds by June 30, 2027.

Buyer Details and Approvals

The buyers are Akkodis India Private Limited, Akkodis UK Limited, and Akkodis Inc. The filing confirms that none of the buyers belong to the promoter or promoter group of AXISCADES Technologies Limited, and the transaction is not a related party transaction. The deal is outside a Scheme of Arrangement, and the company will seek shareholder approval under Regulation 37A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The transaction is expected to be completed in Q3 2027, subject to the completion and waiver of conditions precedent. These include obtaining necessary statutory and regulatory approvals. The company stated that the divestment will allow it to focus on efficiency and strategic alignment, unlocking value for shareholders. Proceeds from the sale are intended for deployment towards technology-led acquisitions, manufacturing infrastructure, capacity scale-up, and strengthening the balance sheet.

Jupiter Capital Private Limited has submitted a revised disclosure to the stock exchanges and AXISCADES Technologies Limited under Regulation 31(1) and 31(2) of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure, originally dated 24th April, 2026, pertains to the release of a pledge on 1,50,000 equity shares of AXISCADES Technologies Limited. The revised filing, submitted on 12th May, 2026, was necessitated by a discrepancy identified by AXISCADES Technologies Limited in the original disclosure, specifically the omission of the lender's name.

Reason for Revised Disclosure

Axiscades Technologies Limited raised a discrepancy via email dated 12th May, 2026, noting that the original disclosure had mentioned only the trustee's name, Catalyst Trusteeship Limited, without including the lender's name. In response, Jupiter Capital Private Limited submitted a revised disclosure rectifying this by explicitly naming JM Financial Credit Solutions Limited as the lender, alongside Catalyst Trusteeship Limited as the trustee. The revision was signed by K. Madhavi, Company Secretary (FCS 6844), on behalf of Jupiter Capital Private Limited.

Details of Encumbrance Release

The following table presents the key details of the encumbrance release as disclosed by Jupiter Capital Private Limited:

Promoter Shareholding and Encumbrance Position

The disclosure provides a comprehensive view of Jupiter Capital Private Limited's shareholding and encumbrance status in AXISCADES Technologies Limited. The table below summarises the pre- and post-event encumbrance position:

Following the release of 1,50,000 pledged shares, Jupiter Capital Private Limited's total encumbered holding in AXISCADES Technologies Limited has been reduced from 35,39,000 shares (8.32% of total share capital) to 33,89,000 shares, representing 7.97% of the total share capital. The promoter's overall holding in the target company remains at 2,46,82,047 shares, constituting 58.05% of the total share capital.

Regulatory Compliance

The disclosure was made in accordance with Regulation 31(1) and 31(2) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, and was filed with the National Stock Exchange of India Limited, BSE Limited, and AXISCADES Technologies Limited. The revised disclosure was submitted by Jupiter Capital Private Limited, registered at 5th Floor, "Prestige Sigma", No. 03, Vittal Mallya Road, Bengaluru - 560001 (CIN: U67120KA2004PTC033653).