Board Approves 100% Acquisition of Two Companies via Share Swap, Warrant Issue and Capital Increase

Board approved acquiring 100% of Mtow Mobility and Reown Device via share swap.

Wed 30 Sep 2026

Equity Shares Issuance

Up to 2,83,68,750 shares at ₹41.30 each, aggregating Rs. 1,17,16,29,375

Warrant Issuance

Up to 33,45,000 fully convertible warrants at Rs. 41.30 each, aggregating Rs 13,81,48,500

Authorised Capital Increase

From Rs. 12,00,00,000 to Rs. 38,00,00,000

Companies Acquired

100% of Mtow Mobility Private Limited and Reown Device Private Limited via share swap

MTOW Turnover FY 2025-26

Rs. 3,844.48 Lakhs

What the Board approved

• Acquisition of 100% of Mtow Mobility Private Limited (MTOW) and Reown Device Private Limited (REOWN), through a Share Swap Agreement.
• Preferential issue of up to 2,83,68,750 equity shares at ₹41.30 each (face value ₹10 plus premium ₹31.30), aggregating Rs. 1,17,16,29,375, for consideration other than cash.
• Issue of up to 33,45,000 fully convertible warrants at Rs. 41.30 each, aggregating up to Rs 13,81,48,500, in cash; 25% upfront, 75% on exercise within 18 months, else the amount paid is forfeited.
• Increase in authorised share capital from Rs. 12,00,00,000 (1,20,00,000 shares) to Rs. 38,00,00,000 (3,80,00,000 shares), with alteration of the Memorandum.
• EGM notice for FY 2026-27 and appointment of a Scrutinizer for remote e-voting.

Swap terms

• MTOW: up to 25,000 shares acquired; swap ratio 1691:4, i.e. up to 1,05,68,750 shares of the Company, cost ₹43,64,89,375.
• REOWN: up to 10,000 shares acquired; swap ratio 1780:1, i.e. up to 1,78,00,000 shares, cost ₹73,51,40,000.
• Aggregate cost of acquisition: ₹1,17,16,29,375.

The businesses being acquired

• MTOW (incorporated 2023) deals in batteries, electric vehicles, automotive components and allied products. Turnover: FY 2025-26 Rs. 3,844.48 Lakhs, FY 2024-25 Rs. 1,345.58 Lakhs, FY 2023-24 Rs. 30.59 Lakhs.
• REOWN (incorporated 2022) deals in refurbishment, trading, repair of mobile phones, laptops and electronic goods. Turnover: FY 2024-25 NIL, FY 2023-24 Rs. 43.62 Lakhs, FY 2022-23 Rs. 2.17 Lakhs.
• The Company states the acquisitions are not related party transactions, no governmental approval is required, and completion is indicated within 30 days from stock exchange approval.

Who gets the shares

• 9 proposed investors receive the swap shares; post-issue they would together hold 82.02%. Exigo Recycling Pvt. Ltd. alone would hold 26.22%, Pankaj Chopra and Anagh Ojha 12.21% each, Raman Sharma 11.84%, Ashok Sharma 10.28%.
• 11 investors are proposed for the warrants; counting shares from the swap, these holders would together be at 66.19% on the stated basis.

What it means for existing holders

This is a large expansion of the share base. Issuing up to 2,83,68,750 new shares against an existing authorised base of 1,20,00,000 shares, plus warrants convertible into up to 33,45,000 more shares, would substantially dilute current shareholders' percentage ownership, while bringing in two operating businesses and, for the warrants, cash.

All of the above is subject to approval of shareholders at the EGM and other approvals as may be required. The Board meeting ran from 07:30 P.M. to 08:30 P.M.

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