AGM approves 26,66,667-share preferential issue to Independent Director and 95% Magnatech buy via share swap
Members approved both proposals at the AGM held on 30 Sept 2026.
- Preferential issue to Independent Director
- Up to 26,66,667 equity shares at Rs. 15/- per share; total Rs. 4,00,00,005
- Acquisition stake
- 95.00% of M/S. Magnatech Co. Ltd, South Korea
- Share swap terms
- Up to 19,91,16,000 equity shares at Rs. 15/- each; ratio 1:12; total consideration Rs. 29,867.40 Lakh; no cash outflow
- Post-issue shareholding
- Promoter/Promoter Group 10,26,80,900 shares (50.17%); public 10,19,83,367 shares
- AGM date
- 30 Sept 2026
Members of the company approved two proposals at the Annual General Meeting held on 30 September 2026, as confirmed by the Scrutinizer report dated 1 October 2026. Both relate to preferential allotments of equity shares.
The two resolutions
- Issue of up to 26,66,667 equity shares to Mr. JrMichael Joseph Commiskey, an Independent Director and non-promoter, at Rs. 15/- per equity share — total consideration Rs. 4,00,00,005. The update lists 1 investor for this issue.
- Acquisition of 95.00% of M/S. Magnatech Co. Ltd, South Korea, through a share swap.
How the Magnatech acquisition is structured
The company will acquire 1,65,93,000 shares of Magnatech, which is 95.00% of the target, by issuing up to 19,91,16,000 equity shares of Rs. 10/- each at Rs. 15/- per share to Magnatech's existing shareholders.
- This is consideration other than cash, so there is no cash outflow.
- The swap ratio is 1:12: for every 1 Magnatech share of face value 500 KRW, the holder gets 12 Integra Switchgear equity shares of face value Rs. 10/- each.
- The total consideration is Rs. 29,867.40 Lakh, based on a valuation by a registered valuer.
Who receives the new shares
- The proposed allottees number 17, and their allotments total 19,91,16,000 shares.
- The largest is Northvale Capital Partners Private Limited, followed by Park Sun-hoo and Siehyoung Hwang; the list also includes other individuals and entities, with Haeman Jung, Il Yang and several smaller allottees.
The related party angle
The update states that the acquisition falls within a related party transaction because the promoter/promoter group are shareholders of the target company, and that the transaction is done at arm's-length price.
What Magnatech does
- Manufactures and sells rechargeable (secondary) batteries and lighting products.
- Its cell manufacturing spans both NMC (nickel-manganese-cobalt) and LFP (lithium iron phosphate) chemistries, serving battery pack and energy storage system (ESS) applications.
- It also runs an LED lighting products business.
- It is incorporated in South Korea, with a share capital of 17,466,400 shares of face value 500 KRW each.
- Turnover: Rs. 44.65 Crore for the calendar year 2025.
Why the company says it is buying
To expand and diversify its existing electrical and power business into the secondary battery and energy-storage segment, broaden the product portfolio and explore opportunities in battery and energy-storage solutions.
Shareholding after the issues
Assuming full subscription, allotment and acquisition, the Promoter/Promoter Group will hold 10,26,80,900 equity shares (50.17%) and the public will hold 10,19,83,367 equity shares of the post-issue capital.
Timeline
Completion is indicated within 12 months from the Annual General Meeting held on 30 September 2026, subject to approval from the concerned statutory authorities. Against the question on governmental or regulatory approvals required for the acquisition, the update's response is 'Not Applicable'.
What a retail reader can take away
- The members have approved both resolutions, but the allotments are described as 'up to', so the final numbers can differ.
- The Magnatech acquisition is a share swap — the company is paying in its own shares, not cash.
- The post-issue shareholding is stated on the assumption that the full subscription, allotment and acquisition happen.
More numbers
- Equity shares to be issued to Independent Director on preferential basis26,66,667 Equity Shares
- Consideration for the Independent Director allotmentRs. 4,00,00,005/-
- Issue price per equity shareRs. 15/- per share
- Equity shares to be issued to Magnatech shareholders on share swap basisUpto 19,91,16,000 Equity Shares
- Share swap ratio1:12
- Total consideration for the Magnatech acquisitionRs. 29,867.40 Lakh
- Stake acquired in Magnatech95.00%
- Magnatech shares being acquired1,65,93,000 shares
- Magnatech turnover for calendar year 2025Rs. 44.65 Crore
- Promoter/Promoter Group holding post allotment10,26,80,900 Equity shares
- Promoter/Promoter Group stake post allotment50.17%
- Public holding post allotment10,19,83,367
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