Acquisition of Junko Solar Ltd

9 Months Ended

Jun. 30, 2026

Acquisition Of Junko Solar Ltd

Acquisition of Junko Solar Ltd

Note 9 — Acquisition of Junko Solar Ltd

On March 11, 2026, SolarDrone entered into a Consulting and Share Purchase Agreement (the “Junko Agreement”) with Mr. Amos Cohen, the controlling shareholder of Junko Solar Ltd., an Israeli company engaged in solar panel maintenance and cleaning services. Pursuant to the Junko Agreement, SolarDrone agreed to acquire 51% of the issued and outstanding shares of Junko Solar Ltd. (the “Junko Transaction”). The parties agreed on a pre-money valuation of Junko Solar of $400,000, and SolarDrone agreed to purchase the 51% controlling interest for an aggregate purchase price of $204,000. The purchase price will be paid in three equal installments:

 ●$68,000 upon execution of the Agreement

●$68,000 within 35 days

 ●$68,000 within 35 days thereafter

Upon payment of the first installment, the shares representing 51% ownership of Junko Solar Ltd. will be transferred to SolarDrone or its designated affiliate.

Pursuant to the Agreement, Mr. Amos Cohen was appointed Chief Executive Officer and a director of SolarDrone Ltd. Mr. Cohen will provide management and strategic services to SolarDrone pursuant to a consulting arrangement and will receive a consulting fee of 50,000 N.I.S per month plus VAT.

As part of the Transaction, Junko Solar Ltd. will transfer operational activities related to solar panel cleaning and maintenance services, including customer relationships, business opportunities, and related operational assets to SolarDrone. SolarDrone will manage and operate the business going forward. The transaction was closed on April 1, 2026 and was accounted for as a business combination under ASC 805.

Purchase Price Allocation

The preliminary allocation of the purchase price to the identifiable assets acquired and liabilities assumed, based on their estimated fair values at the acquisition date, is as follows:

Consideration paid	$	204,000
% of Junk acquired		51	%
Total fair value of Junko’s net assets	$	400,000
Assets Acquired:
Accounts receivable	$	10,691
Other receivables		33,883
Property & equipment		107,349
Customer relationships		90,000
Total Assets Acquired		241,923
Liabilities Assumed:
Bank loan		253,072
Accounts and other payables		49,733
Related party payable		110,118
Deferred tax liability		21,000
Total liability assumed		433,923
Goodwill		592,000
Net asset acquired	$	400,000

The purchase price allocation remains preliminary and subject to adjustment during the measurement period, which extends through one year after the acquisition date. During the measurement period, the Company may record adjustments to the provisional amounts recognized for assets acquired and liabilities assumed based on additional information obtained about facts and circumstances that existed as of the acquisition date.

The excess of the fair value of the consideration transferred over the fair value of the identifiable net assets acquired was recorded as goodwill of $592,000 at April 1, 2026 in the condensed consolidated balance sheets. The goodwill recognized is primarily attributable to expected synergies from integrating SolarDrone’s operations with the Company’s. At acquisition date, $196,000 of the fair value of identifiable net assets of Junko was allocated to non - controlling interests.

All intangible assets acquired are subject to amortization and their associated estimated acquisition date fair values are as follows:

Intangible assets	Estimated useful life	Acquisition date fair value
Customer relationships	5 years	$	90,000

The consolidated financial statements of the Company include the results of operations of Junko from April 1, 2026 through June 30, 2026 and do not include results of operations for periods prior to April 1, 2026. The results of operations of Junko from April 1, 2026 to June 30, 2026 included total expenses and a net loss of $89,525 of which $45,658 is attributable to the Company and $43,867 to non-controlling interests.