Aeroflex Neu Ltd

Target overview

• Stilonn Valves and Controls Private Limited is an India-based manufacturer of precision valves and allied fittings.
• Line of business includes butterfly valves, ball valves, check valves, sight glasses, unions, and allied fittings.
• Turnover FY2025-26: ₹1,621.93 Lakhs.
• Incorporated on September 25, 2013; presence in India.
• Industry: precision engineering products for AI infrastructure, data centres, and healthcare.

Deal terms

• Acquisition via one or more tranches through purchase of existing shares and new equity.
• Aggregate cash consideration ₹16,00,21,504.
• Price per Stilonn share ₹220.10.
• Post-completion stake to 51.01%, Stilonn becomes subsidiary.
• To be undertaken under Share Purchase, Share Subscription and related agreements.
• Timeline: within 60 days from board approval, subject to closing.
• Strategic rationale: expand high-precision industrial product manufacturing for diverse sectors.

Governance & related party

• Acquisition constitutes a related party transaction; promoter group has no other interest.
• Arms-length terms applicable.
• Regulatory approvals: Not Applicable.

Financials & ownership

• Equity shares to be acquired: 7,27,040; 31.43% of issued share capital.
• Post-acquisition holding: Aeroflex 51.01% in Stilonn.
• Turnover history: FY2025-26 ₹1,621.93 Lakhs; 2024-25 ₹819.40; 2023-24 ₹610.48.

EGM overview

• EGM to consider MOA alteration, proceeds utilisation modification, and RPT approvals.

Resolution 1 — MOA alteration

• Special: insert MOA sub-clauses 15-21 broadening scope to data centers, AI, and metals.

Resolution 2 — proceeds utilisation

• Special: broaden utilisation of warrants proceeds to AI infra, data centers, strategic investments, and loan repayments.

Resolution 3 — RPT with AEL

• Ordinary: RPT with AEL up to ₹100 cr, unsecured, 9–12% interest, 3-year tenor; interested directors.

Resolution 4 — RPT with AFPL

• Ordinary: RPT with AFPL up to ₹30 cr, unsecured, 9–12% interest, 3-year tenor; interested directors.

Promoter/director interest

• Asad Daud and Harikant Ganeshlal Turgalia are noted as interested in the related party transactions.

Aeroflex Neu Ltd — Trading Window Closed from Oct 1, 2026 until 48 hours after declaration of Un-audited Financial Results for the quarter and half year ended Sept 30, 2026.

Corporate guarantee discharge

• SBI has released and discharged Aeroflex Neu's ₹4 crore guarantee for Fibcorp Polyweave Pvt Ltd.
• Discharge effective on 24 September 2026; previously disclosed as a guarantee.
• The release reduces Aeroflex Neu's contingent liabilities; no cash settlement required.
• This follows the 30 August 2025 disclosure of the guarantee.

Strategic expansion

• To enter AI Infrastructure sector and establish an integrated platform for high-tech engineering products.

Funding/object amendments

• To enlarge preferential issue objects to cover funds for new business and debt repayment.

MOA/Object Clause changes

• To alter Memorandum of Association Object Clause to include proposed businesses.

EOGM planning

• To convene an EOGM on Oct 22, 2026 for approvals.

Meeting Details

• Date: September 23, 2026; Time: 3:30 p.m.; Location: not disclosed.

Key Agenda Items

• Explore new business avenues and expansion/diversification of existing activities.
• Any other business with the Chair's permission.

Other Notes

• Trading window closed for insiders from Sept 18, 2026; reopens 48 hours after conclusion (Sept 25, 2026).

Sale of Fibcorp Polyweave stake

• Sale completed on September 8, 2026, selling 51.01% stake in Fibcorp Polyweave Private Limited.
• Sale consideration received: ₹192.12 lakhs.
• Fibcorp Polyweave Private Limited ceased to be a subsidiary with effect from September 8, 2026.
• Share purchase agreement dated July 15, 2026.
• Effect on group structure: subsidiary removal reduces footprint.

AGM Details

• Date and time: August 25, 2026, 11:00 a.m., held physically.
• Venue: registered office, Udaipur, Rajasthan.
• Resolutions approved by Members with requisite majority.

Resolutions and outcomes

• Resolution 1: Adoption of standalone and consolidated financial statements; ordinary; passed.
• Resolution 2: Re-appointment of director by rotation; ordinary; passed.
• Resolution 3: Related party transaction with Lion Houseware Private Limited; special; passed.
• Resolution 4: Related party transaction with Safe Polymer Private Limited; special; passed.
• Resolution 5: Related party transaction with Mr. Asad Daud; special; passed.
• Resolution 6: Related party transaction with Mrs. Shehnaz D. Ali; special; passed.
• Resolution 7: Modify objects of the preferential issue; special; passed.
• Resolution 8: Appointment of Mr. Arpit Kalani as Independent Director; special; passed.
• Resolution 9: Appointment of Mr. Tapan Tanmay Kothari as Independent Director; special; passed.

Directors / governance changes

• New Independent Directors appointed: Arpit Kalani and Tapan Tanmay Kothari.

Material Related Party Transactions

• Related party transactions with Lion Houseware Private Limited; approved.
• Related party transactions with Safe Polymer Private Limited; approved.
• Related party transaction with Mr. Asad Daud (Director); approved.
• Related party transaction with Mrs. Shehnaz D. Ali (relative of director); approved.

New independent director appointments

• Arpit Kalani appointed Non-Executive Independent Director for 5-year term (15 Jul 2026–14 Jul 2031).
• Kalani profile: Associate Company Secretary with governance, compliance, regulatory and corporate-law experience.
• Not related to any director; not debarred by SEBI or authorities.
• Reason: NRC recommendation and Board approval.
• Tapan Tanmay Kothari appointed Non-Executive Independent Director for 5-year term (15 Jul 2026–14 Jul 2031).
• Kothari profile: MBA and M.Com with banking, administration, sales, and events.