Walchandnagar Industries Ltd — Capital/Financing Update 2025

Mar 4, 2025

==> picture [452 x 46] intentionally omitted <==

Date: March 04, 2025

To,

National Stock Exchange of India Ltd. BSE Ltd., Corporate Action Department Corporate Relations Department Exchange Plaza, 5[th] floor, 1[st] floor, New Trading Ring, Plot No. C/1, G Block, Rotunda Bldg., P. J. Tower, Bandra Kurla Complex, Bandra (East), Mumbai 400 001 Mumbai - 400 051. Scrip Code: 507410 Scrip Code : WALCHANNAG

Subject: Outcome of Board Meeting - Disclosure under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 – proposed acquisition of securities of Aicitta Intelligent Technology Private Limited

Dear Sir/Madam,

In compliance with Regulation 30 read with Para A of Part A of Schedule III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements (“ Listing Regulations ”), read with SEBI Circular SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated 13[th] July 2023 (“ Disclosure Circular ”), we hereby inform you that the Board of Directors of Walchandnagar Industries Limited (“ Company ”), at their meeting held today viz. Tuesday, March 04, 2025, has, approved the acquisition of securities of Aicitta Intelligent Technology Private Limited (“ Aicitta ”), (“ Transaction ”). Aicitta is in the business of research and development in defense industry (Unmanned Systems).

Pursuant to the approval of the Board of Directors, the Company has entered into transaction documents with Aicitta and its promoters, Arjun Das and Vikram Sarin, including a share subscription agreement and shareholders’ agreement (collectively, “ Transaction Documents ”). Pursuant thereto, the Company shall invest an amount of upto INR 16 crores, by way of subscription to a combination of equity shares and compulsorily convertible preference shares of Aicitta, for an ownership stake of approximately 60.3% on a fully diluted basis. The Transaction shall be completed in tranches over a period of 31 months commencing from the date of investment of the first tranche, and each tranche shall be subject to customary conditions precedent, conditions and milestones, as set out in the Transaction Documents.

The Meeting of the Board of Directors of the Company commenced at 02:05 p.m. (IST) and concluded at 03:45 p.m. (IST).

The detailed disclosure with respect to the acquisition as required under Regulation 30 read with Para A of Part A of Schedule III of the Listing Regulations and the Disclosure Circular is enclosed herewith as Annexure I .

==> picture [452 x 25] intentionally omitted <==

==> picture [452 x 46] intentionally omitted <==

We request you to kindly take this disclosure on record, and the same be treated as compliance under Regulation 30 of Listing Regulations and the Disclosure Circular and other applicable provisions of the Listing Regulations read with the Disclosure Circular.

The aforesaid information will also be available on the website of the Company at www.walchand.com.

We request you to take the same on record.

For Walchandnagar Industries Ltd.

Digitally signed GIRIRAJ by GIRIRAJ SHARAN SHARAN AGRAWAL AGRAWAL Date: 2025.03.04 15:51:52 +05'30' G. S. Agrawal Whole Time Director & Company Secretary DIN: 00404340

==> picture [452 x 25] intentionally omitted <==

==> picture [452 x 46] intentionally omitted <==

ANNEXURE I

Sr. No.	Particulars	Description
1.	Name of the Target Company, details in brief such as size, turnover, etc.	Name: Aicitta Intelligent Technology Private Limited (Aicitta). Business: Aicitta is a start-up and is in the business of research and development in defense industry (Unmanned Systems). Turnover: The turnover of Aicitta for the financial year ending March 31, 2024 is INR 0.042 lakhs.
2.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”;	No, the Transaction does not fall within the ambit of a related party transactions and no promoter/ promoter group/ group companies have any interest in Aicitta.
3.	Industry to which the entity being acquired belongs;	Aicitta is in the business of research and development in defense industry (Unmanned Systems).
4.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity);	The Transaction is in line with the Company’s strategy of diversifying its defense business, as Aicitta and the Company operate in similar fields of defense which will help both the companies to grow.
5.	Brief details of any governmental or regulatory approvals required for the acquisition;	Not Applicable
6.	Indicative time period for completion of the acquisition;	The long stop date for the first tranche of investment is 45-60 days from the signing of the Transaction Documents, subject to certain conditions including customary conditions precedent set out under the Transaction Documents. The

==> picture [452 x 25] intentionally omitted <==

==> picture [452 x 46] intentionally omitted <==

		remaining tranches of investment in securities of Aicitta are expected to be completed within 31 months of the completion of the first tranche, subject to certain conditions and milestones, including customary conditions precedent set out under the Transaction Documents.
7.	Nature of consideration – whether cash consideration or share swap and details of the same	Cash consideration
8.	Cost of acquisition or the price at which the shares are acquired;	The Company shall be acquiring a combination of equity shares and compulsory convertible preference shares of Aicitta for a total subscription consideration of upto INR 16 crores, for an ownership stake of approximately 60.3% on a fully diluted basis.
9.	Percentage of shareholding / control acquired and / or number of shares acquired;	Pursuant to the completion of the Transaction, the Company will own approximately 60.3% stake in Aicitta on a fully diluted basis. Pursuant to the securities being acquired by the Company and rights under the Transaction Documents (including right to appoint a majority of the board of directors of Aicitta and voting agreements with the promoters of Aicitta), the Company will acquire control over Aicitta upon completion of the first tranche of investment. Pursuant to the Transaction, Aicitta will become a subsidiary of the Company.
10.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired Entity has presence and any other significant information (in brief);	Brief background: Aicitta is a private limited company incorporated in India. Aicitta is a start-up and is in the business of research and development in defense industry (Unmanned Systems). Its registered office is in Bangalore.

==> picture [452 x 25] intentionally omitted <==

==> picture [452 x 46] intentionally omitted <==

Date of incorporation : September 04, 2018. Turnover for the last 3 financial years : (i) F.Y. 2022: INR 1,15,254 (ii) F.Y. 2023: INR 82,823 (iii) F.Y. 2024: INR 4,250 Country of presence : India

For Walchandnagar Industries Ltd.

GIRIRAJ Digitally signed by GIRIRAJ SHARAN SHARAN AGRAWAL Date: 2025.03.04 AGRAWAL 15:52:19 +05'30'

G. S. Agrawal Whole Time Director & Company Secretary DIN: 00404340

==> picture [452 x 25] intentionally omitted <==