Axiscades Technologies Ltd

Acquisition details

• Board approved the acquisition of ITSJ Group, Inc. by XIDA Inc., on Oct 14, 2026.
• Acquisition provides a Silicon Valley platform with design-to-build capability in San Jose.
• ITSJ supplies sub-systems to two of the world's top-five semiconductor-equipment makers and a hyperscale data-centre operator.
• Total consideration up to US$7.0 million; US$2.5 million cash at completion.
• Balance payable as XIDA shares vesting over 30 months plus earn-out up to US$2.0 million.
• ITSJ's legacy liabilities stay with the seller.
• On completion, XIDA gains a Silicon Valley operating base.
• Acquisition aims to strengthen global delivery with US front-end and Indian engineering capabilities.

Target overview

• Target: Ulosia Holding AG, Switzerland; line of business not disclosed.
• Size/scale: not disclosed.
• Industry/sector: not disclosed.
• Related party transaction: no.
• Shareholding acquired: 100% stake (wholly-owned) in Ulosia Holding AG.
• Consideration: not disclosed.
• Completion date: effective October 14, 2026.
• Regulatory approvals: not disclosed.
• Strategic rationale: not disclosed.
• Background: Swiss-incorporated; registered office at Treforma AG, Baar; incorporation date not disclosed.

Target overview

• ITSJ Group, Inc., Delaware-based precision engineering and electronics manufacturer.
• Revenue for 2025: US$3.47 million.
• Incorporated 2023; San Jose, California presence; not audited.

Transaction details

• Asset purchase of ITSJ's assets by XIDA Inc.; no ITSJ shares.
• Aggregate consideration US$7.0m, comprising US$5.0m guaranteed and up to US$2.0m earn-out.
• Cash at completion US$2.5m, with US$0.55m bridge funding and escrow.
• Restricted XIDA shares worth US$2.5m issued at completion; vest over 30 months.
• Earn-out up to US$2.0m in cash, payable over three years on milestones.
• Completion timeline: APA by 30 Nov 2026; close by 31 Mar 2027.
• No Indian regulatory approvals required; US filings and customary approvals apply.

Strategic rationale

• Provides US-based design-to-build and manufacturing capability for semiconductor equipment.
• Adds precision machining, PCB assembly, cable/box-build in San Jose.
• Aims to scale using XIDA's capital, systems, management.
• Within Axiscades' main semiconductor-manufacturing business line.
• Target complements semiconductor equipment and hyperscale data-centre markets.

Regulatory/ownership

• ITSJ will not become subsidiary; liabilities remain with ITSJ.
• Promoter/group interests: none; related party transaction avoided.
• Approval: subject to US regulatory filings and customary corporate approvals.

Target background

• ITSJ products: CNC machining, PCB design/assembly, electrical cabinets.
• Incorporated 2023; US presence in San Jose.
• Turnover: 2024 US$3.37m; 2025 US$3.47m (unaudited).
• Jurisdiction: USA (Delaware); presence San Jose, California.

AGM details and outcomes

• AGM held Sept 28, 2026 at 10:30 AM IST via VC/OVAM.
• Cut-off date for voting: Sept 21, 2026.
• Remote e-voting Sept 25–27, 2026; voting at AGM via VC/OVAM.
• Scrutinizer's report on e-voting submitted.
• Resolution 1: Adoption of Audited Financial Statements (Standalone & Consolidated) — Passed.
• Resolution 2: Venkatraman Venkitachalam appointed director by rotation — Passed.
• Resolution 3: Abha Maheshwari appointed Non-Executive, Non-Independent Director — Passed.
• Resolution 4: Ashmita Sethi appointed Non-Executive, Independent Director — Passed.
• Resolution 5: Commission to Non-Executive Directors approved — Passed.
• Resolution 6: Material Related Party Transactions - Corporate Guarantee from subsidiary — Passed.
• Resolution 7: Borrowing limits approved.
• Resolution 8: Creation of charge on assets approved.
• All resolutions 1–8 passed.

Transaction details

• Target: AXISCADES Technologies Limited; Acquirer: Jupiter Capital Private Limited (non-promoter).
• Transaction: Acquisition of 46,20,230 shares (10.86%); NSE/BSE on 28.09.2026 and 29.09.2026.
• Pre-holdings: voting rights 2,13,31,047 (50.15%), encumbrances 23,51,000 (5.53%).
• Post-holdings: voting rights 1,67,10,817 (39.29%), encumbrances 23,51,000 (5.53%).
• Total post-transaction: 1,90,61,817 shares (44.82%); diluted share capital: 4,25,33,489.
• Two dates: 28.09.2026 and 29.09.2026.
• Mode: Stock exchanges (NSE/BSE); promoter group: No.

AXISCADES Technologies Limited: Trading window closed from October 01, 2026 till 48 hours after the declaration of unaudited financial results for the quarter and half year ended September 30, 2026; trading window shall open after 48 hours of declaration.

AGM Details

• Date and time: 28 September 2026, 10:30 IST.
• Mode: VC/OAVM.
• Duration: 10:30–11:28 IST (58 minutes).

Resolutions Placed

• Adoption of audited standalone and consolidated financial statements (ordinary).
• Appointment of Venkatraman Venkitachalam as director liable to retire by rotation.
• Appointment of Abhay Maheshwari as non-executive, non-independent director (special).
• Appointment of Ashmita Sethi as non-executive, independent director (special).
• Payment of commission to non-executive directors (special).
• Approval of material related party transactions: corporate guarantee from Mistral Solutions Private Limited.
• Approval for the company's borrowing limits (special).
• Approval for creation of charge on company assets (special).

Director Changes

• Venkatraman Venkitachalam to retire by rotation.
• Abhay Maheshwari appointed as non-executive, non-independent director.
• Ashmita Sethi appointed as non-executive, independent director.

Material RPTs

• Material RPT approved: corporate guarantee from Mistral Solutions Pvt Ltd.

Voting Status

• Voting results to be submitted to stock exchanges and hosted on the company's website.

Corporate guarantee issued

• Board approved corporate guarantee to Cloud Wave Technologies Pvt Ltd for Rs 20 crore.
• Guarantee replaces personal guarantees of exiting shareholders.
• Amount is up to Rs 20 crore; tenure aligns with underlying facilities.
• Beneficiary is Cloud Wave, subsidiary; transaction in ordinary course at arm's length.
• Promoters do not have any interest; transaction with subsidiary at arm's length.
• No material adverse impact on Axiscades; supports subsidiary's banking arrangements.
• Board meeting held on 24 September 2026.

Subsidiary incorporation

• Target: AAAEPL, aerospace engineering services provider in India.
• Incorporation date: September 22, 2026 (India).
• Industry: Aerospace.
• Services: engineering, design, technical, consulting and technology services.
• Form of consideration: Cash.
• Authorized capital: Rs 15 lakh.
• Shares issued: 4,899 at Rs 10 each.
• Investment: Rs 48,990.
• Shareholding: AXISCADES Technologies Limited holds 99.9999%.
• Rationale: Establish core aerospace capabilities; group subsidiary.
• Regulatory approvals: Not Applicable.
• Status: Incorporated on September 22, 2026.
• Turnover history: not disclosed.
• Related party: Not an external related-party transaction; within AXISCADES group.

Meeting Details

• Date: Monday, September 21, 2026
• Mode: Physical
• Place: Taj Santacruz, Mumbai
• Type: Group meeting
• Organizer: Anand Rathi Institutional Equities
• Event: Anand Rathi G-200 Summit 2026: Bharat – The Next Engine of Global Growth

Participants

• Company representatives to participate (roles not disclosed)

Purpose

• Purpose: Analyst/institutional investor meeting for general investor interaction

Additional Notes

• Schedule may change due to exigencies of investors/company