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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