Date: 24th October 2026

Board Meeting Outcomes

The Board of Directors at its meeting held on 24th October 2026 approved the following proposals:

1. Preferential issue of equity shares by Dynauton Limited, a wholly owned subsidiary

2. Transfer of UAV Vertical business to Dynauton Limited on slump sale basis

3. Both transactions subject to requisite approvals and compliance with applicable regulatory requirements

KMP / Board / Auditor Changes

Not Specified

Dividend Declaration or Non-Declaration

Not Specified

Financial Results (Standalone & Consolidated)

Not Specified

Disinvestment / Strategic Actions

Preferential Issue in Dynauton Limited

  • Dynauton Limited, currently a wholly owned subsidiary, proposes to issue 89,90,000 equity shares of face value ₹10 each
  • Subscription details:
  • Dr. Udayant Malhoutra (Promoter, CEO & MD of Company, Founder Chairman & Director of Dynauton): 5,00,000 shares (5.56%)
  • Additional subscribers: Details not fully specified in table
  • Dynauton ESOP Trust (to be formed): Expected 11.11% stake
  • Minimum price of ₹50 per share based on IBBI-registered valuer's NAV method valuation
  • First two subscriptions priced at ₹50 per share (₹40 premium) to support R&D of autonomous technology systems and acquisition of UAV Vertical including R&D WIP and inventories
  • ESOP Trust shares priced at ₹10 per share to incentivize and retain key talent

Transfer of UAV Vertical Business

  • Company proposes to transfer UAV Vertical to Dynauton Limited on slump sale basis as going concern
  • Transfer encompasses R&D of autonomous technology systems, hardware and software, related WIP, inventories, intellectual property, contracts, employees, liabilities, and all associated rights and obligations
  • Transaction pursuant to Business Transfer Agreement without assigning individual values to assets and liabilities
  • Consideration: ₹29.18 crores to be received in accordance with BTA terms
  • Expected completion date: On or before 31st December 2026 or other mutually agreed date

Rationale and Shareholding Impact

  • Establish dedicated platform for UAV vertical
  • Facilitate focused management and commercialization
  • Enable investor participation
  • Incentivize and retain key talent
  • Provide capital for business expansion
  • Post-transaction shareholding: Company's stake in Dynauton reduces from 100% to approximately 83.33%
  • Dynauton continues as subsidiary with Company retaining control
  • Dr. Udayant Malhoutra's continued commitment considered vital to venture success
  • Founder subscribing for shares in cash at same independently determined price, foregoing compensation or sweat equity for past contributions

Other Operational / Legal / Strategic Disclosures

Dynauton Limited Background

  • Wholly owned subsidiary incorporated on 10th April 2026
  • Business: R&D, Developing Autonomous Technology Systems, Hardware & Software Development, manufacturing unmanned aerial systems and related aerospace and defence technologies
  • FY2026 turnover: Nil

Financial Details of Transaction

  • Company investment: ₹37,45,00,000 (Rupees Thirty-Seven Crore Forty-Five Lakh)
  • Investment comprises 74,90,000 Equity Shares of ₹50 each (including premium of ₹40 each)
  • Combined with existing 10,000 shares, represents 83.33% ownership
  • Dr. Udayant Malhoutra investment: 5,00,000 shares at ₹50 each (total ₹2.5 crore)

Business Transfer Details

  • Transferor: Dynamatic Technologies Limited (engaged in highly engineered products for Hydraulic, Aeronautic, Metallurgy and Security applications)
  • Transferee: Dynauton Limited (engaged in R&D of autonomous technology systems and UAV manufacturing)
  • No change in listed entity's shareholding pattern post-transaction
  • Transferring business contributed Nil to Total Income and Net Worth for FY2025-26