1. Appointment of Chief Executive Officer

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Group Captain MJ Vinod Augustine (Retd) as the Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) of the Company with immediate effect from 4th August 2026.

Details of the appointment:

  • Date of appointment: August 04, 2026
  • Effective Date: Immediate effect
  • Terms: The appointment shall be governed by the terms and conditions approved by the Board.
  • Brief Profile: Dr. Vinod is a retired Group Captain of the Air Force and recipient of the Vishisht Seva Medal (VSM). He has over 38 years of distinguished service with more than 7,500 flying hours across various aircraft. His educational qualifications include MSc from Defence Services Staff College (University of Madras), MPhil from College of Air Warfare (Osmania University), PhD from Osmania University, and an airport management program from IIM Shillong. His expertise spans defence, aviation, aerospace, unmanned aerial systems, drone and counter-drone technologies, anti-ballistic missile systems, and space technology.
  • Relationship Disclosure: Dr. Vinod is not related to any Director of the Company.

The disclosure is made in accordance with Regulation 30 of SEBI Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.

2. Preferential Issue of Equity Shares

The Board approved the issuance of up to 49,50,495 (Forty Nine Lakhs Fifty Thousand Four Hundred and Ninety Five) Fully Paid-up Equity Shares of face value ₹10 each at an issue price of ₹40.40 per share (including a premium of ₹30.40 per equity share). The total aggregate amount of the issue is ₹20,00,00,000 (Rupees Twenty Crores Only).

Key details of the preferential issue:

  • Type of issuance: Preferential Issue for consideration other than cash by way of conversion of legally enforceable outstanding unsecured loan into equity shares
  • Proposed allottee: Adiniya Investments Private Limited
  • Nature of consideration: Conversion of legally enforceable outstanding unsecured loan into equity shares
  • Objective: To convert outstanding unsecured loan into equity shares, thereby reducing the Company's outstanding debt, strengthening its net worth, improving the debt-equity ratio and augmenting its capital base
  • Issue Price: ₹40.40 per share
  • Relevant Date: 3rd August 2026 (30 days prior to the date of passing of the Special Resolution by Members)
  • Share Characteristics: The equity shares shall rank pari passu in all respects with existing fully paid-up equity shares, including dividend, voting rights and other corporate benefits, from the date of allotment
  • Regulatory Compliance: The shares will be subject to applicable provisions of SEBI ICDR Regulations, including lock-in requirements
  • Approvals Required: Subject to approval of shareholders of the Company and receipt of necessary statutory, regulatory and stock exchange approvals including from BSE Limited

The issuance is being made in accordance with Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 read with Section 42 and Section 62 of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rules, 2014.

3. Postal Ballot Notice

The Board approved the Notice of Postal Ballot to seek approval of Members by way of a Special Resolution for the preferential issue in accordance with the provisions of the Companies Act, 2013, SEBI ICDR Regulations and other applicable laws.

The disclosure is made in accordance with Regulation 30 of Listing Regulations read with SEBI Master Circular Ref. No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.