EMA India Limited announced that its Board of Directors has approved a comprehensive scheme of amalgamation with Dynalog India Limited during a meeting held on March 27, 2026. The decision follows thorough consideration of recommendations from both the Audit Committee and the Committee of Independent Directors, marking a significant corporate restructuring initiative for the listed company.

The company has filed the outcome under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with BSE Limited, providing comprehensive details of the proposed merger structure and regulatory compliance requirements.

Merger Structure and Share Exchange

The amalgamation involves EMA India Limited as the transferor company merging with Dynalog India Limited as the transferee company. Under the approved scheme, shareholders will receive a share exchange ratio of 28:25, meaning each EMA India shareholder will receive 28 fully paid equity shares of face value Rs.10 each in Dynalog India for every 25 shares held in EMA India.

Financial Profile of Merging Entities

The merger brings together two companies with complementary financial profiles. EMA India Limited, primarily engaged in manufacturing induction heating and honing machines, currently has assets worth 590.76 Lakhs with NIL turnover. Dynalog India Limited, a technology solutions provider in electronics and control systems for defense sectors, maintains significantly larger operations with assets of 9954.27 Lakhs and turnover of 8582.44 Lakhs.

Shareholding Pattern Changes

The amalgamation will result in significant changes to the shareholding structure. Post-merger, the promoter shareholding will increase substantially from 48.83% to 73.09%, while public shareholding will decrease from 51.17% to 26.91% on a fully diluted basis.

Strategic Rationale and Business Areas

The Board identified multiple strategic advantages for the amalgamation, including leveraging EMA India's market reach as a listed entity to accelerate Dynalog India's business growth. EMA India specializes in manufacturing machines for induction heating and hardening, tools, jigs, dies, and machine-tools for special applications.

Dynalog India operates in technology solutions for electronics and control systems across various industries, particularly the defense sector. With over 30 years in defense business, the company supplies rugged defense electronics products for ground-based static, mobile, airborne, and naval applications, including missile launchers, electronic warfare systems, and communication equipment.

Regulatory Approvals and Implementation

The proposed scheme requires various statutory and regulatory approvals under applicable laws, including approval from the National Company Law Tribunal (NCLT). The scheme will be filed with BSE Limited to obtain necessary no-objection letters in compliance with SEBI regulations and Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023.

Following scheme implementation, Dynalog India Limited will apply for listing of its equity shares on stock exchanges where EMA India shares are currently listed, ensuring continuity for existing shareholders. The transaction has been structured on an arm's length basis with independent valuation reports supporting the proposed terms.

EMA India Limited has announced a crucial board meeting scheduled for March 27, 2026, to consider and approve the merger scheme with Dynalog India Limited. This development follows the company's earlier appointment of intermediaries and professional advisors for the merger evaluation process.

Board Meeting Agenda and Timeline

The upcoming board meeting represents a significant milestone in the merger process, with comprehensive agenda items focused on finalizing the transaction structure:

The board will review and consider the valuation report issued by the registered valuer and take on record the fairness opinion report from the merchant banker regarding the recommended share exchange ratio. These reports are critical components for determining the merger terms and ensuring fair treatment of shareholders.

Merger Scheme Structure and Approvals

The proposed transaction maintains its reverse merger framework, where EMA India Limited will serve as the listed transferor company merging with Dynalog India Limited as the transferee company. The merger scheme requires approval from the audit committee before board consideration, ensuring proper governance protocols.

Regulatory Compliance and Next Steps

The board meeting agenda includes authorization for directors and officers to undertake necessary steps for implementing the merger scheme. This encompasses filing applications, documents, and submissions with stock exchanges and regulatory authorities to ensure complete compliance with applicable regulations.

Company Secretary Shruti Sharma communicated the board meeting intimation to BSE Limited on March 20, 2026, maintaining the company's commitment to timely regulatory disclosures. The systematic progression from intermediary appointments to scheme approval demonstrates EMA India's methodical approach to the corporate restructuring process.

The March 27 board meeting marks a pivotal moment in the merger timeline, potentially leading to formal scheme approval and subsequent regulatory submissions for this significant corporate transaction.