Board approves 100% acquisition of two firms via share swap, warrant issue and capital increase

Board approved acquiring 100% of Mtow Mobility Pvt Ltd and Reown Device Pvt Ltd through a share swap.

Wed 30 Sep 2026

Acquisition targets

100% of Mtow Mobility Pvt Ltd and Reown Device Pvt Ltd

Equity shares to be issued

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

Convertible warrants

Up to 3,345,000 convertible warrants at Rs. 41.30 each, aggregating Rs 13,81,48,500/-

Authorized capital increase

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

Post-issue shareholding dilution

Proposed 9 investors would hold 82.02% combined, substantially diluting existing shareholders

What the board approved

• Acquisition of 100% of the share capital of Mtow Mobility Private Limited (MTOW) and Reown Device Private Limited (REOWN) through a Share Swap Agreement.
• Increase in authorized share capital from Rs. 12,00,00,000/- (1,20,00,000 shares of Re. 10 each) to Rs. 38,00,00,000/- (3,80,00,000 shares of Re. 10 each), with change to the Memorandum of Association.
• A preferential issue of up to 2,83,68,750 equity shares for consideration other than cash.
• A preferential issue of up to 3,345,000 fully convertible warrants for cash.
• Notice of the 1st EGM for FY 2026-27 through video conferencing, and appointment of a scrutinizer for remote e-voting.

The share swap

• MTOW: up to 25,000 shares (100% of its paid-up capital) acquired, against up to 1,05,68,750 shares of the Company at a swap ratio of 1691:4. Cost stated at ₹43,64,89,375/-.
• REOWN: up to 10,000 shares (100%) acquired, against up to 1,78,00,000 shares at a swap ratio of 1780:1. Cost stated at ₹ 73,51,40,000/-.
• Aggregate cost: ₹ 1,17,16,29,375/-, derived at an issue price of ₹41.30 per equity share (face value ₹10 plus premium ₹31.30).
• Indicative time for completion: 30 days from the stock exchange approval. Consideration is share swap, not cash. The update states the acquisition is not a related party transaction.

About the targets

• MTOW, incorporated 17/11/2023, deals in batteries, electric vehicles, automotive components and allied products. Turnover: FY 2025-2026 Rs. 3,844.48 Lakhs, FY 2024-2025 Rs. 1,345.58 Lakhs, FY 2023-2024 Rs. 30.59 Lakhs.
• REOWN, incorporated 19/05/2022, deals in refurbishment, trading and repair of mobile phones, laptops, electronics and home appliances. Turnover: FY 2024-2025 NIL, FY 2023-2024 Rs. 43.62 Lakhs, FY 2022-2023 Rs. 2.17 Lakhs.
• The Company says the move is in line with its objective of diversifying into electric mobility, automotive, electronics and allied products.

Who gets the new shares

• 9 proposed investors for the swap shares. Largest is Exigo Recycling Pvt. Ltd. with 9,078,000 shares, post-issue 26.22%.
• Others include Pankaj Chopra and Anagh Ojha at 4,227,500 shares each (12.21% each), Raman Sharma 11.84%, Ashok Sharma 10.28%, 9N9 Ventures 5.50%, Sandeep Bardia 2.71%, Kanika Khanna 0.61%, Mahavir Kumar Bothra 0.43%.
• Together these 9 would hold 82.02% post-issue, meaning existing shareholders' proportionate holding would be substantially diluted.

The warrants

• Up to 3,345,000 warrants at Rs. 41.30 each (premium Rs. 31.30), aggregating up to Rs 13,81,48,500/-.
• 25% payable upfront at allotment; the balance 75% on exercise within 18 months of allotment, else the warrants lapse and the amount paid is forfeited.
• 11 proposed investors. After counting the swap shares too, they would hold 66.19%; Exigo Recycling would be at 26.55%.
• Pricing was set using a Pricing Report and Valuation Report from a Registered Valuer under the SEBI ICDR Regulations.

What happens next

Each of these items is proposed and requires shareholder approval at the EGM, plus other approvals as applicable. Investors may want to watch the EGM notice and outcome, the completion of the Share Swap Agreement, and the eventual allotments.

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