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AXISCADES TECHNOLOGIES LIMITED — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
61656_rns_2026-04-28_8878e86d-af33-442f-9721-edba89e97ba8.pdf
Proxy Solicitation & Information Statement
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AXISCADES
April 28, 2026
The Manager
Dppt. Of Corporate Services
BSE Limited
Phirozee Jeejeebhoy Tower, Dalal Street
Mumbai 400 001
BSE Scrip Code: 532395
Listing Department
National Stock Exchange of India Limited
Exchange Plaza, 5 Floor, Plot C/1, G Block
Bandra – Kurla Complex, Bandra(E),
Mumbai 400 051
NSE Symbol: AXISCADES
Dear Sir/Madam,
Sub: Postal Ballot Notice
Please find enclosed a copy of the Postal Ballot Notice dated April 26, 2026, along with the Statement pursuant to Section 102 of the Companies Act, 2013 ('Notice') of AXISCADES Technologies Limited ('the Company') seeking approval of the Members of the Company on the following resolution, through Postal Ballot:
| Item No. | Description of Business | Type of Resolution |
|---|---|---|
| 1 | Appointment of Mr. Giridhar Aramane (DIN: 00483130) as Non-Executive, Independent Director of the Company | Special Resolution |
In accordance with the applicable laws, the Notice is being sent by electronic mode only, to those members whose names appeared in the Register of Members / List of Beneficial Owners maintained by the Company/ Depositories respectively as at close of business hours on Friday, April 17, 2026.
The Notice is also available on the website of the Company at: www.axiscodes.com and on the website of KFin Technologies Limited ("Registrar and Transfer Agents") at https://evoting.kfintech.com.
Members whose names appeared in the Register of Members/ List of Beneficial Owners as on the cut-off date i.e., Friday, April 17, 2026, are eligible for the purpose of remote e-voting.
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.axiscodes.com
AXISCADES
The remote e-voting will commence from Wednesday, April 29, 2026 at 9:00 AM (IST) and will end on Thursday, May 28, 2026 at 5:00 PM (IST). The results of the Postal Ballot will be announced on or before Saturday, May 30, 2026.
Kindly take the above information on records.
Yours faithfully,
For AXISCADES Technologies Limited
Sonal Dudani
Digitally signed
by Sonal Dudani
Date: 2026.04.28
15:49:32 +05'30'
Sonal Dudani
Company Secretary & Compliance Officer
Encl: A/a
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
AXISCades
AXISCades TECHNOLOGIES LIMITED
CIN: L72200KA1990PLC084435
Registered Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru-560024
Tel.: +91 80 4193 9000 Fax: +91 80 4193 9099
Email: [email protected] Website: www.axiscades.com
POSTAL BALLOT NOTICE ("Notice")
[Pursuant to Sections 108, 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, each as amended and applicable Circulars issued by the Ministry of Corporate Affairs]
| VOTING STARTS ON | VOTING ENDS ON |
|---|---|
| Wednesday, April 29, 2026 at 9:00 AM (IST) | Thursday, May 28, 2026 at 5:00 PM (IST) |
Dear Shareholders,
NOTICE is hereby given that pursuant to the provisions of Sections 108 and 110 of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (the "Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), each as amended and Secretarial Standard-2 on General Meetings issued by Institute of Company Secretaries of India (the "SS-2"), and the relaxations and clarifications issued by Ministry of Corporate Affairs vide General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, and subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs ("MCA") (hereinafter collectively referred to as "MCA Circulars") and all other applicable laws, rules and regulations, if any, for the time being in force (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), the resolutions as set out hereunder are proposed for approval of the Members of AXISCades TECHNOLOGIES LIMITED (the "Company") through Postal Ballot by only remote e-voting i.e. voting through electronic means ("Remote e-Voting").
Pursuant to Sections 102, 110 and other applicable provisions of the Act, the Explanatory Statement pertaining to the said resolutions setting out the material facts and related particulars is annexed hereto.
In compliance with the provisions of Sections 108, 110 and other applicable provisions of the Act, read with (i) Rules 20 and 22 of the Rules, as amended; (ii) Regulation 44 of the Listing Regulations (iii) the SS-2 and (iv) the MCA Circulars, the Company is providing Remote e-Voting facility only, to its Members, to enable them to cast their votes electronically instead of submitting the Postal Ballot Form physically. For this purpose, the Company has engaged the services of KFin Technologies Limited ("KFin") as the agency to provide Remote e-Voting facility. The instructions for Remote e-Voting are appended to this Notice.
The Notice will also be placed on the website of the Company (www.axiscades.com) and on the website of KFin (https://evoting.kfintech.com).
The Notice is being sent only by electronic mode, to those Members whose email addresses are registered with the Company/ Depositories in accordance with the MCA Circulars. Accordingly, physical copy of the Notice along with postal ballot form and pre-paid business reply envelope is not being sent to the Members for this Postal Ballot. The communication of the assent or dissent of the Members would take place only through the Remote e-Voting system. If your e-mail address is not registered with the Company/Depositories, please follow the process provided below in this Notice.
Members are requested to carefully read the instructions in this Notice. The remote e-voting period commences from 9:00 AM (IST) on Wednesday, April 29, 2026 and ends at 05:00 PM (IST) on Thursday, May 28, 2026. Remote e-Voting will be closed by KFin immediately thereafter and will not be allowed beyond the said date and time.
Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company have appointed CS Pramod S. M. (Membership No.: F7834 and CP No.: 13784) or failing him CS Biswajit Ghosh (Membership No.: F8750 and CP No.: 8239), partners of M/s. BMP & Co. LLP, Company Secretaries, as Scrutinizer, for conducting the Postal Ballot through Remote e-Voting process in a fair and transparent manner and in accordance with the provisions of the Act and the rules made thereunder. After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairman of the Company, or any person authorized by the Chairman. The results of the voting conducted through Postal Ballot (through the Remote e-Voting process) along with the Scrutinizer's Report will be announced by the Chairman or such person as authorized, on or before May 30, 2026. The same will be displayed on the website of the Company at www.axiscades.com, the website of KFin at https://evoting.kfintech.com and also be communicated to BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE"), where the Company's equity shares are listed. The Company will also display the results of the Postal Ballot at its Registered Office.
SPECIAL BUSINESS:
1. APPOINTMENT OF MR. GIRIDHAR ARAMANE (DIN: 00483130) AS NON-EXECUTIVE, INDEPENDENT DIRECTOR OF THE COMPANY
To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 and 197 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with the Rules framed thereunder, and Regulations 16, 17, 25 and other applicable Regulations, if any, of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("Listing Regulations") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and in accordance with the Articles of Association of the Company, and based on the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors, Mr. Giridhar Aramane (DIN: 00483130), who was appointed as an Additional Director in the capacity of an Non-Executive Independent Director by the Board of Directors with effect from March 26, 2026, and who has provided consent to act as Non-Executive, Independent Director of the Company, and has submitted a declaration confirming that he meets the criteria for independence as prescribed under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing Regulations, and in respect of whom the Company has received a notice in writing under Section 160 of the Act and based on the recommendation of the Board of Directors, proposing his candidature for the office of a Director, be and is hereby appointed as Non-Executive Independent Director of the Company for a period of 3 consecutive years commencing from March 26, 2026 till March 25, 2029 (both days inclusive) and that he shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and the Company Secretary be and are hereby severally authorized to do all such acts, deeds, matters and things as may be necessary, expedient and desirable to give effect to this resolution."
By Order of the Board of Directors
of AXISCADES Technologies Limited
Sd/-
Sonal Dudani
Company Secretary & Compliance Officer
(Membership No: ACS 40415)
Date: April 26, 2026
Place: Bengaluru
Registered Office:
Block C, Second Floor, Kirloskar Business Park, Bengaluru - 560 024
CIN - L72200KA1990PLC084435
E-mail ID: [email protected]
Website address: www.axiscades.com
Notes:
-
Explanatory Statement for the proposed resolutions mentioned above, pursuant to Section 102 of the Companies Act, 2013 ("the Act") read with Section 110 of the Act and Rule 22 of the Companies (Management & Administration) Rules, 2014 ("Rules") setting out material facts is appended herein below.
-
In compliance with the MCA Circulars, the Notice along with the instructions regarding Remote e-Voting is being sent by electronic mode only to those Members whose names appear in the Register of Members / list of Beneficial Owners, maintained by the Company / Depositories as at close of business hours on Friday, April 17, 2026 (i.e. Cut-off date), and whose e-mail IDs are registered with the Depository Participants (DPs) or with the Company or its Registrar and Transfer Agent as on the Cut-off date and will be sent to those members who will register their e-mail address in accordance with the process outlined in this Notice. For Members who have not registered their e-mail IDs, please follow Part B of instructions given under point 18.
-
As per the MCA Circulars, physical copies of the Notice, postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this postal ballot. Members are requested to provide their assent or dissent through Remote e-Voting only. The Company has engaged the services of KFin Technologies Limited to provide Remote e-Voting facility to its members.
-
A copy of the Notice is available on the website of the Company at www.axiscades.com, websites of the stock exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and on the website of our E-voting agency i.e. KFin Technologies Limited's ('KFin') E-Voting website at https://evoting.kfintech.com/.
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All documents referred to in the Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to [email protected] from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID, between the period Wednesday, April 29, 2026 to Thursday, May 28, 2026.
-
To support the 'Green Initiative', Members who have not yet registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronic form and with the Company in case the shares are held by them in physical form.
-
After sending the notice of Postal Ballot through email, an advertisement shall be published in English newspaper and Kannada newspaper, each with wide circulation in the district, where the Registered Office of the Company is situated, and also placed on the Company's website at www.axiscades.com.
-
The voting rights of the Members shall be in proportion to their share of the paid-up equity share capital of the Company as on the Cut-Off date i.e. Friday, April 17, 2026. Members whose names appear in the Register of Members / List of Beneficial Owners as on the Cut-off date shall only be considered eligible for the purpose of Remote e-Voting and those members would be able to cast their votes and convey their assent or dissent to the proposed resolutions only through the Remote e-Voting process. Any person who is not a Member as on the Cut-off date should treat this Notice for information purpose only.
Members of the Company as on the Cut-Off date (including those Members who may not have received this Notice due to non-registration of their e-mail addresses with the Company/RTA/Depositories) shall be entitled to vote in relation to the aforementioned resolutions in accordance with the process specified in this Notice.
-
A Member cannot exercise his vote by proxy on Postal Ballot.
-
In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Rules, Regulation 44 of the SEBI Listing Regulations, SS-2 and the MCA Circulars, the Company is pleased to provide Remote e-Voting facility to its Members, to enable them to cast their votes electronically. The detailed procedure with respect to remote e-voting is mentioned in note no. 17 of this Notice.
-
The Remote e-Voting will commence on Wednesday, April 29, 2026 at 9:00 AM (IST) and will end on Thursday, May 28, 2026 at 05:00 PM (IST). During this period, Members of the Company holding shares in physical or electronic form as on the Cut-Off date may cast their vote electronically. The Remote e-Voting will be blocked by KFin Technologies Limited immediately thereafter and will not be allowed beyond the said date and time.
-
Members are requested to cast their vote through the Remote e-Voting process not later than 05:00 PM (IST) on Thursday, May 28, 2026 in order to be eligible for being considered, failing which it will be strictly considered that no vote has been received from the Member. Once the votes on the resolutions are casted by the Members, the Members shall not be allowed to change these subsequently.
-
The Board of Directors of the Company have appointed CS Pramod S. M. (Membership No.: F7834 and CP No.: 13784), or failing him CS Biswajit Ghosh (Membership No.: F8750 and CP No.: 8239), partners of M/s. BMP & Co. LLP, Company Secretaries, as Scrutinizer, to scrutinize the Postal Ballot through Remote e-Voting process in a fair and transparent manner. He has communicated his willingness for such appointment and will be available for the same.
-
The Scrutinizer will submit his report to the Chairman or any other person authorized by the Chairman after the completion of scrutiny and the result of the voting by postal ballot through the Remote e-Voting process will be announced by the Chairman, or such person as authorized, on or before Saturday, May 30, 2026. The Scrutinizer's decision on the validity of the e-voting shall be final and binding.
-
The Results declared along with the Scrutinizer's Report shall be placed on the Company's website www.axiscades.com and on the website of KFin Technologies Limited https://evoting.kfintech.com immediately after the result is declared by the Chairman or any other person authorized by him, and the same shall be communicated to the Stock Exchanges, where the equity shares of the Company are listed. The results shall also be displayed on the notice board at the Registered Office of the Company.
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The resolutions, if passed by the requisite majority through Postal Ballot, shall be deemed to have been passed on Thursday, May 28, 2026 i.e. the last date specified for receipt of votes through the Remote e-Voting process.
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The details of the process and manner for Remote e-Voting are explained herein below: Process to vote electronically using KFin Technologies Limited e-Voting system:
Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.
Step 2: Access to KFintech e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.
Details on Step 1 are mentioned below:
Login method for remote e-Voting for Individual shareholders holding securities in demat mode.
| Type of shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | 1. User already registered for IDeAS facility: |
| i) Visit URL: https://eservices.nsdl.com | |
| ii) Click on the “Beneficial Owner” icon under “Login” under ‘IDeAS’ section. | |
| iii) On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting”. | |
| iv) Click on company name or e-Voting service provider and you will be re-directed to e-Voting service provider website for casting the vote during the remote e-Voting period. | |
| 2. User not registered for IDeAS e-Services | |
| i) To register click on link: https://eservices.nsdl.com/. | |
| ii) Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. | |
| iii) Proceed with completing the required fields. | |
| iv) Follow steps given in points 1. | |
| 3. Alternatively by directly accessing the e-Voting website of NSDL | |
| i) Open URL: https://www.evoting.nsdl.com/ | |
| ii) Click on the icon “Login” which is available under ‘Shareholder/Member’ section. | |
| iii) A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen. iv) Post successful authentication, you will requested to select the name of the company and the e-Voting Service Provider name, i.e KFin. | |
| v) On successful selection, you will be redirected to KFin e-Voting page for casting your vote during the remote e-Voting period. | |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Existing user who have opted for Easi / Easiest |
| i) Visit URL: https://web.cdslindia.com/mywasitoken/Home/Login or URL: www.cdslindia.com | |
| ii) Click on New System Myeasi | |
| iii) Login with your registered user id and password. | |
| iv) The user will see the e-Voting Menu. The Menu will have links of ESP i.e. KFin e-Voting portal. | |
| v) Click on e-Voting service provider name to cast your vote. | |
| 2. User not registered for Easi/Easiest | |
| i) Option to register is available at https://web.cdslindia.com/mywasitoken/Registration/EasiRegistration | |
| ii) Proceed with completing the required fields. | |
| iii) Follow the steps given in point 1. |
| 3. Alternatively, by directly accessing the e-Voting website of CDSL i) Visit URL: www.cdslindia.com ii) Provide your demat Account Number and PAN No. iii) System will authenticate user by sending OTP on registered Mobile & Email as recorded in the demat Account. iv) After successful authentication, user will be provided links for the respective ESP, i.e KFin where the e-Voting is in progress. | |
|---|---|
| Individual Shareholder login through their demat accounts/ Website of Depository Participant | 1. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on options available against company name or e-Voting service provider – Kfin and you will be redirected to e-Voting website of KFin for casting your vote during the remote e-Voting period without any further authentication. |
| Individual Shareholders login through NSDL Mobile App | Members can also download NSDL Mobile App “NSDL Speede” facility by scanning the QR code mentioned below for a seamless voting experience. NSDL Mobile App is available on App Store Google Play |
Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.
| Login type | Helpdesk details |
|---|---|
| Securities held with NSDL | Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 224 430 |
| Securities held with CDSL | Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022- 23058738 or 022-23058542-43 |
Details on Step 2 are mentioned below:
Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
A. Members whose email IDs are registered with the Company/Depository Participant(s), will receive an email from KFin which will include details of E-Voting Event Number (EVEN), USER ID and password. They will have to follow the following process:
i. Launch internet browser by typing the URL: https://evoting.kfintech.com/
ii. Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number), followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFin for e-voting, you can use your existing User ID and password for casting the vote.
iii. After entering these details appropriately, click on "LOGIN".
iv. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.
v. You need to login again with the new credentials.
vi. On successful login, the system will prompt you to select the "EVEN" and click on "Submit"
vii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under "FOR/AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total number in "FOR/AGAINST" taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Member does not indicate either "FOR" or "AGAINST" it will be treated as "ABSTAIN" and the shares held will not be counted under either head.
viii. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.
ix. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.
x. You may then cast your vote by selecting an appropriate option and click on "Submit".
xi. A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).
xii. Corporate/Institutional Members (i.e. other than Individuals, HUF, NRI etc.) are also required to send scanned certified true copy (PDF Format) of the Board Resolution/Authority Letter etc., authorizing its representative to cast its vote through remote e-voting together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email ID [email protected] with a copy marked to [email protected] and [email protected]. The scanned image of the abovementioned documents should be in the naming format "Corporate Name Even No."
B. Members whose email IDs are not registered with the Company/Depository Participant(s), and consequently the Notice and remote e -Voting instructions cannot be serviced, will have to follow the following process:
i. Members who have not yet registered their respective e-mail address are requested to get their e-mail address temporarily registered by visiting https://ris.kfintech.com/clientservices/postalballot/registration.aspx. Post successful registration of email, the Members would get soft copy of the notice and the procedure for remote
e-voting along with the User ID and Password to enable remote e-voting for this Postal Ballot. In case of any queries, members may write to [email protected] In case of any queries, members may write to [email protected].
ii. Alternatively, members may send an e-mail request at the email ID [email protected] along with scanned signed copy of the request letter providing the email address, mobile number, self-attested PAN copy and Client Master copy in case of electronic folio and copy of share certificate in case of physical folio for receiving the Notice and the remote e-voting instructions.
C. General Instructions
i. In case Members of the Company have not registered their e-mail address:
In terms of the said MCA Circulars and SEBI Circular Nos. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021, SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, SEBI/HO/CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023 and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, and SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024, the Company will send Notice in electronic form only and physical copy of Notice along with Postal Ballot Form and pre-paid business envelope will not be sent to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through the E-voting system only.
ii. The e-voting period commences from 9.00 AM (IST) on Wednesday, April 29, 2026 and ends at 5.00 PM (IST) on Thursday, May 28, 2026. During this period, the members of the Company, holding shares either in physical form or in demat form, as on the Cut-off date i.e. Friday, April 17, 2026, may cast their vote electronically. Once the vote on the resolutions is cast by the member, the member shall not be allowed to change it subsequently.
To receive communication through electronic means, members are requested to kindly register/update their respective email address with their depository participant, where shares are held in electronic form. If, however, shares are held in physical form, members are advised to register their respective e-mail address with KFin on https://ris.kfintech.com/clientservices/postalballot/registration.aspx or contact Mr. K V S Gopala Krishna, an official of KFin, Toll Free No. 1800 309 4001 at [Unit: AXISCADES Technologies Limited] KFin Technologies Limited, Selenium Building, Tower B, Plot No. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, Telangana State, India.
EXPLANATORY STATEMENT PURSUANT TO SECTIONS 102 AND 110 OF THE COMPANIES ACT, 2013 ("THE ACT")
The following Statement sets out all material facts relating to Item No. 1 mentioned in the accompanying Notice:
Item No. 1
Appointment of Mr. Giridhar Aramane (DIN: 00483130) as Non-Executive, Independent Director of the Company
Mr. Giridhar Aramane (DIN: 00483130) was appointed as an Additional Director in the category of Non-Executive, Independent Director, based on the recommendation of the Nomination and Remuneration Committee ('NRC'), by the Board of Directors, with effect from the start of business hours of March 26, 2026, for a period of 3 years, not liable to retire by rotation, subject to approval of the Members by way of a special resolution.
In terms of the Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), appointment of Mr. Giridhar Aramane is subject to approval of shareholders of the Company within a period of three months from the date of appointment. It is therefore, proposed to obtain the approval of shareholders by way of Postal Ballot.
The Company has received recommendation from Nomination & Remuneration Committee and Board proposing the candidature of Mr. Giridhar Aramane for his appointment to the office of Independent Director.
Mr. Giridhar Aramane is an IAS officer of the 1988 batch and has over three decades of administrative experience. He served as Defence Secretary to the Government of India from November 1, 2022, until his retirement on October 31, 2024. Prior to his tenure in the Ministry of Defence, Mr. Aramane was Secretary, Ministry of Road Transport & Highways (MoRTH) from April 2020. He also held the position of Additional Secretary in the Cabinet Secretariat, overseeing Cabinet Affairs.
He has held key roles at both central and state levels, including overseeing the Exploration Division in the Ministry of Petroleum and Natural Gas, serving as Executive Director in charge of inspections at the Insurance Regulatory and Development Authority of India (IRDAI). In the Government of Andhra Pradesh, he has served as Principal Secretary (Urban Development), Secretary (Finance Department), Managing Director of AP State Finance Corporation, and Collector & District Magistrate of Chittoor and Khammam districts.
Mr. Giridhar Aramane also holds Advisory & Academic roles, serving as a Member of the Governing Body of IIIT Bangalore and as a Mentor on the Leadership Council of ITS India Forum, focusing on transport and infrastructure. He holds a B.Tech. in Civil Engineering from Jawaharlal Nehru Technological University Hyderabad, an M.Tech. from IIT Madras, and an M.A. in Economics from Kakatiya University.
Considering the qualifications, skills, and experience of Mr. Giridhar Aramane, the Board of Directors of the Company is of the opinion that his association would be beneficial to the Company and it is desirable to avail his services, as a Non-Executive, Independent Director of the Company.
Accordingly, approval of the members is sought for the appointment of Mr. Giridhar Aramane as Non-Executive, Independent Director who is eligible for appointment as a Director not liable to retire by rotation. The Company has received from Mr. Giridhar Aramane:
i) consent in writing to act as director in Form DIR-2, pursuant to Rule 8 of the Companies (Appointment & Qualification of Directors) Rules, 2014 ("the Appointment Rules").
ii) Intimation in Form DIR-8 in terms of the Appointment Rules to the effect that he is not disqualified under Section 164 of the Act.
iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 read with Rule 6 of The Companies (Appointment and Qualifications of Directors) Rules, 2014 and Regulation 16 of the Listing Regulations and
iv) affirmation that he has not been debarred or disqualified from being appointed or continuing as Director of a Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other Statutory Authority.
Mr. Giridhar Aramane being the Non-Executive, Independent Director shall be eligible to receive such remuneration within the overall limits as prescribed under Section 197 read with Schedule V of the Companies Act, 2013.
The additional information required under Regulation 36 of the Listing Regulations and applicable Secretarial Standards is annexed as Annexure-I.
In the opinion of the Board, Mr. Giridhar Aramane fulfils the conditions specified in the Companies Act, 2013 and Rules made thereunder read with Listing Regulations for his appointment as an Independent Director of the Company and he is independent of the Management of the Company.
A copy of the draft letter for the appointment of Mr. Giridhar Aramane setting out the terms and conditions is available for electronic inspection without any fee by the members.
In compliance with the provisions of Section 149 read with Schedule IV to the Companies Act, 2013, Regulation 17 of the Listing Regulations and other applicable regulations, the appointment of Mr. Giridhar Aramane as an Independent Director is now placed for the approval of the Members by a Special Resolution.
None of the Directors, Key Managerial Personnel of the Company and their relatives except to the extent of their shareholding in the Company and except Mr. Giridhar Aramane to whom the resolution relates, is in any way concerned or interested, financially or otherwise, in the resolutions set out at Item No. 1 of the Notice.
The Board recommends the special resolution as set out in this notice for the approval of members.
By Order of the Board of Directors
of AXISCADES Technologies Limited
Sd/-
Sonal Dudani
Company Secretary & Compliance Officer
(Membership No: ACS 40415)
Date: April 26, 2026
Place: Bengaluru
Registered Office: Block C, Second Floor, Kirloskar Business Park, Bengaluru - 560 024
CIN - L72200KA1990PLC084435
E-mail ID: [email protected]
Website address: www.axiscades.com
ANNEXURE-I
ADDITIONAL INFORMATION OF DIRECTOR AS REQUIRED UNDER REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 AND SECRETARIAL STANDARDS-2 ISSUED BY ICSI:
| Name of Director | Mr. Giridhar Aramane |
|---|---|
| DIN | 00483130 |
| Date of Birth and Age | June 12, 1963, 62 years |
| Date of first appointment on the Board | March 26, 2026 |
| Qualifications | B.Tech. in Civil Engineering (Jawaharlal Nehru Technological University, Hyderabad) |
| M. Tech. (Indian Institute of Technology, Madras) | |
| M.A. in Economics (Kakatiya University, Warangal) | |
| Relationship with other Directors, Manager and other Key Managerial Personnel (KMP) of the Company | Not related to any Directors or KMPs of the Company. |
| Experience (including expertise in specific functional areas) / Brief Resume | Mr. Giridhar Aramane, an Indian Administrative Service (IAS) officer of the 1988 batch (Andhra Pradesh cadre), was appointed as Non-Executive Director on the Board of IL&FS on May 23, 2025. He served as Defence Secretary to the Government of India from November 1, 2022, until his retirement on October 31, 2024. |
| Prior to his tenure in the Ministry of Defence, Mr. Aramane was Secretary, Ministry of Road Transport & Highways (MoRTH) from April 2020. He also held the position of Additional Secretary in the Cabinet Secretariat, overseeing Cabinet Affairs. | |
| With over three decades of administrative experience, Mr. Aramane has held a range of key roles at both the central and state levels. His earlier responsibilities include overseeing the Exploration Division in the Ministry of |
| Petroleum & Natural Gas and serving as Executive Director in charge of inspections at the Insurance Regulatory and Development Authority (IRDAI). In the Government of Andhra Pradesh, he has served as Principal Secretary (Urban Development), Secretary (Finance Department), Managing Director of AP State Finance Corporation, and Collector & District Magistrate of Chittoor and Khammam districts. | ||
|---|---|---|
| Directorships held in other Public Companies (excluding foreign companies) | Name of the Companies | Designation |
| Go Digit General Insurance Limited | Independent Director | |
| Infrastructure Leasing and Financial Services Limited | Director | |
| Cyient DLM Limited | Independent Director | |
| Names of listed entities from which the appointee director has resigned in the past three years | Nil | |
| Memberships / Chairmanships of Committees of other Public Companies (includes only Audit Committee and Stakeholders Relationship Committee) | Infrastructure Leasing and Financial Services Limited | |
| Audit Committee - Member | ||
| No. of shares held in the Company (self and as a beneficial owner) | Nil | |
| No. of Board Meetings attended during the Year 2025-26 | Nil | |
| Terms and conditions of appointment / reappointment | As set out in the Explanatory Statement | |
| Remuneration last drawn | Nil |
| Details of Remuneration sought to be paid | As set out in the Explanatory Statement |
|---|---|
| Skills and capabilities required for the role and the manner in which the proposed person meets such requirements | As set out in the Explanatory Statement |