Transaction Details

The Board of Directors at its meeting held on June 03, 2026, approved the execution of a binding agreement for acquisition of 100% equity stake in:

  • GM & FE Ryan Pty Ltd (ACN: 085 586 910), which is trustee of
  • GMR Engineering Services (GMR Engineering Services Unit Trust, ABN: 83 408 901 287)

The acquisition is contingent upon completion of customary conditions precedent.

Target Company Profile

GM & FE Ryan Pty Ltd operates from 164 Maude Street, Shepparton, Victoria 3630, Australia with 12 full-time employees. Key financial metrics:

  • Annual revenue: AUD $1.8 million (FY2025 actual)
  • 3-year average revenue: AUD $1.6 million
  • FY2026 forecast revenue: AUD $2.2 million
  • Total invoicing since 2005: ~AUD $24.5M across ~8,200 invoices and ~2,500 projects
  • Debt-free with 100% owned assets valued at approximately AUD $310,700
  • Business commenced December 2004 (20+ years of continuous operation)

Business Operations

The target entity provides 8 integrated engineering disciplines: civil & structural engineering, land surveying, drone/UAV surveying, GIS & asset management, water engineering, environmental engineering, sustainability/ESD services, and project management. The business is regulated under the Corporations Act, 2001 (Cth) and Victorian professional licensing frameworks in Australia.

Transaction Structure

  • Acquisition of 100% ownership and control
  • Entirely cash consideration — no share swap, no deferred equity, no convertible instruments
  • Consideration components:
  • Enterprise Value (Business Goodwill): AUD $1,500,000 payable on Settlement (30 June 2026)
  • Plant & Equipment: AUD $241,140 payable on Settlement, subject to independent valuation
  • Purchase Deposit (1% of EV): AUD $15,000 payable within 7 business days of Binding Agreement execution
  • Total Acquisition Consideration at Settlement: AUD $1,741,140

Funding Source

Source of funds: internal accruals of the Company post-IPO listing and/or a specific bank acquisition term loan from a scheduled commercial bank. IPO Net Proceeds will NOT be used for this acquisition.

Strategic Rationale

The acquisition enables Monarch's strategic entry into the Australian engineering market and is directly within Monarch's main line of business as stated in its MOA. The acquisition provides:

  • Immediate access to 7 Australian Government procurement panels
  • ~80% client retention rate and 20-year operating track record
  • A platform for Monarch's Australian operations
  • Expected revenue impact: AUD $1.76M–$1.84M in FY2026, growing to AUD $2.14M–$3.22M by FY2030

Regulatory Approvals Required

  • RBI / AD Bank ODI — Form ODI Part I filing with Authorised Dealer Bank under FEM (Overseas Investment) Rules, 2022 before any fund remittance
  • Form ODI Part II within 30 days of completion
  • Annual Performance Reports (APRs) with AD Bank within 60 days of GM & FE Ryan Pty Ltd financial year-end
  • SEBI LODR Regulation 30 disclosure to BSE SME Platform
  • ASIC lodgement (director/share changes)

Timeline

Completion/Settlement is targeted for 30 June 2026. Key milestones:

  • Binding Agreement signed on 02 June 2026
  • Final SPA drafting & execution — by 22 June 2026
  • Completion Date - 30 June 2026
  • ASIC lodgement - by 31st July 2026

The timelines are indicative and subject to satisfactory completion of entire due diligence.

Related Party Status

This acquisition does not constitute a related party transaction. None of the promoters or promoter group companies of Monarch Surveyors and Engineering Consultants Limited have any interest, direct or indirect, in GM & FE Ryan Pty Ltd, or the GMR Engineering Services Unit Trust.

Disclosure Compliance

The disclosure is made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations and SEBI circular SEBI/HO/CFD/PoD2/CIR/P/0155 dated 11th November 2024.

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