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AXISCADES TECHNOLOGIES LIMITED Capital/Financing Update 2024

Mar 13, 2024

61656_rns_2024-03-13_f42c0147-0c00-4797-bad1-7fcaa11db35b.pdf

Capital/Financing Update

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March 13, 2024

Listing Department The Manager National Stock Exchange of India Ltd. Dptt. of Corporate Services Exchange Plaza, C-1, Block G BSE Limited Bandra Kurla Complex, Floor 25 Phiroze Jeejeebhoy Towers Bandra (E), Dalal Street, Fort, Mumbai- 400051 Mumbai – 400 051 NSE Symbol: AXISCADES BSE Scrip Code: 532395

Dear Sir/Madam,

Sub.: Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’)

Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we hereby intimate the Stock Exchanges that Explosoft Tech Solutions Private Limited (hereinafter referred to as “Explosoft”), Wholly Owned Subsidiary has amended Debenture Subscription Agreement entered with Jupiter Capital Private Limited (“Jupiter Capital”), Promoter Company of AXISCADES Technologies Limited.

With the said amendment, Jupiter Capital shall have a right to transfer the Optionally Convertible Debentures held by it in Explosoft to a third party.

The details as required under Regulation 30 of the Listing Regulations read with SEBI circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed herewith as 'Annexure - I'.

The aforesaid information is also being placed on the website of the Company at https://www.axiscades.com/investor-relations.html.

Kindly take the same on record.

Yours faithfully,

For AXISCADES Technologies Limited

Sonal Digitally signed by Sonal Dudani Dudani Date: 2024.03.13 18:16:50 +05'30'

Sonal Dudani

Company Secretary & Compliance Officer

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited) CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: [email protected] | www.axiscades.com

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Annexure - I

Details required under the Listing Regulations read with SEBI Circular No. SEBI circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023.

Sr.
No.
Particulars Description
1 i. Name of the party entering into such an
agreement and the relationship with the
listed entity;
ii. Details of the counterparties to the
agreement (including name and
relationship with the listed entity)
iii. Date of entering into the agreement
Explosoft Tech Solutions Private Limited,
Wholly Owned Subsidiary
Jupiter Capital Private Limited, Promoter
Company
13thMarch 2024
2 Purpose of entering into the agreement; Amendment
to
Debenture
Subscription
Agreement between Explosoft and Jupiter
Capital in the mutual interest of both the
parties.
3 Shareholding, if any, in the entity with
whom the agreement is executed;
AXISCADES Technologies Limited holds 100%
equity shares in Explosoft Tech Solutions
Private Limited.
4 Significant terms of the agreement (in brief) Pursuant to the Debenture Subscription
Agreement, Explosoft has issued and allotted,
thirty-five (35) unsecured and unlisted
cumulative optionally convertible redeemable
debentures of face value of Rupees One Crore
Only (INR 1,00,00,000/-) each at par,
aggregating to Rupees Thirty-Five Crores Only
(INR 35,00,00,000/-) (the “Debentures”) to
Jupiter Capital.
5 Extent and the nature of impact on
management or control of the listed entity;
Shall be determined at the time of conversion
or redemption as per the terms of the
Debenture Subscription Agreement
6 Details and quantification of the restriction
or liability imposed upon the listed entity;
Nil
7 Whether, the said parties are related to
promoter/
promoter
group/
group
companies in any manner. If yes, nature of
relationship;

Jupiter Capital is the Promoter of AXISCADES
Technologies Limited (ACTL) which is party to
the Agreement

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited)

CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: [email protected] | www.axiscades.com

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8 Whether the transaction would fall within
related party transactions?
If yes, whether the same is done at “arm’s
length”
The transaction is a related party transaction
and is at arm’s length basis.
9 In case of issuance of shares to the parties,
details of issue price, class of shares issued;
Equity Shares shall be issued upon conversion
in terms of the Agreement. For the purpose of
conversion: (i) the price of the Equity Shares of
the Company pursuant to conversion of the
Debentures shall be determined at the time
when the debenture holder is entitled to apply
for equity shares, in accordance with Rule
13(2)(h)(ii) of the Companies (Share Capital
and Debentures) Rules, 2014; and (ii) the
Equity Shares of the Company will be valued
based on the methodology prescribed under
Sec 56(2)(x) of the Income-tax Act, 1961 and
Rule 11 UA of the Income-tax Rules, 1962.
10 Any other disclosures related to such
agreements, viz., details of nominee on the
board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.;
None
11 In case of rescission, amendment or
alteration, listed entity shall disclose
additional details to the stock exchange(s):
i.
name of parties to the agreement;
ii.
nature of the agreement;
iii.
date of execution of the agreement;
iv.
details and reasons for amendment or
alteration and impact thereof
(including impact on management or
control and on the restriction or
liability quantified earlier)
Explosoft Tech Solutions Private Limited
(Explosoft), Wholly Owned Subsidiary
Jupiter
Capital
Private
Limited
(JCPL),
Promoter Company
Amendment
to
Debenture
Subscription
Agreement
13thMarch 2024
The clauses related to Prepayment and
Transfer of Debentures have been made non-
restrictive in the mutual interest of both
parties. The impact on management or control
shall be determined at the time of conversion

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited) CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: [email protected] | www.axiscades.com

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or redemption as per the terms of the Debenture Subscription Agreement.

  • v. reasons for rescission and impact Not applicable thereof (including impact on management or control and on the restriction or liability quantified earlier).

For AXISCADES Technologies Limited

Sonal Digitally signed by Sonal Dudani Dudani Date: 2024.03.13 18:17:15 +05'30' Sonal Dudani

Company Secretary & Compliance Officer

AXISCADES Technologies Limited

(formerly AXISCADES Engineering Technologies Limited)

CIN No.: L72200KA1990PLC084435

Reg. Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru -560024, Karnataka, INDIA Ph: +91 80 4193 9000 | Fax: +91 80 4193 9099 | Email: [email protected] | www.axiscades.com