Please find attached the postal ballot notice for seeking approval of the members of the Company for the resolutions as set out in the said notice.
Awaiting price reaction for this filing.
RRP Defense Ltd is seeking shareholder approval through a postal ballot (e-voting from November 11 to December 10, 2025) for three special resolutions. The key resolution involves acquiring 100% stake (2,83,243 shares) in RRP Drones Innovation Private Limited through a share swap, where the company will issue 1,27,45,935 equity shares at Rs. 178 per share (total ~Rs. 226.88 crore) to the existing shareholders of RRP Drones, using an exchange ratio of 1:45. The promoter of RRP Drones will become part of the promoter/promoter group of RRP Defense post-acquisition. The second resolution seeks to increase authorized share capital from Rs. 16.50 crore to Rs. 27 crore to accommodate the new shares. The third resolution approves related party transactions since the promoter and promoter group hold 57.62% of RRP Drones.
If approved, this acquisition will significantly expand RRP Defense's share count and bring a drone-focused business into the listed entity, with the existing RRP Drones promoters joining as part of the company's promoter group. Shareholders should note dilution risk from the preferential issuance and the related-party nature of the deal, which may warrant careful review of the swap ratio and valuation.