Board approves acquisition of two companies via share swap, preferential issue of 2,83,68,750 shares and 33,45,000 warrants

Board approved acquiring 100% of Mtow Mobility Pvt Ltd (EV/batteries) and Reown Device Pvt Ltd (refurbished electronics).

Wed 30 Sep 2026

Acquisition Target Companies

100% of Mtow Mobility Pvt Ltd (EV/batteries) and Reown Device Pvt Ltd (refurbished electronics)

Share Swap Consideration

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

Authorised Capital Increase

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

Convertible Warrants Issue

Up to 3,345,000 warrants at ₹41.30 each, aggregating Rs 13,81,48,500/-, 25% upfront, 18 months to convert

Post-Issue Shareholding Dilution

9 swap investors would hold 82.02% post-issue

What the board approved

The Board of Prabhhans Industries met on September 30, 2026 and approved a set of linked proposals, all subject to shareholder approval.

• 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 of face value ₹10 at ₹41.30 per share, for consideration other than cash.
• Increase in authorised share capital from Rs. 12,00,00,000/- to Rs. 38,00,00,000/-.
• Preferential issue of up to 3,345,000 fully convertible warrants for cash.
• Notice of the first EGM of FY 2026-27, to be held through video conferencing.

How the swap works

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. REOWN: up to 10,000 shares (100% of its paid-up capital) acquired against up to 1,78,00,000 shares of the Company, at a swap ratio of 1780:1. Cost of acquisition: MTOW ₹43,64,89,375/-, REOWN ₹ 73,51,40,000/-, aggregate ₹ 1,17,16,29,375/-, derived by multiplying the shares issued by the ₹41.30 issue price. Indicative completion is 30 days from stock exchange approval. The update states this is not a related party transaction.

What is being bought

MTOW, incorporated 17/11/2023, manufactures and trades batteries, electric vehicles, automotive components and allied products. Its turnover was Rs. 3,844.48 Lakhs in FY 2025-26, Rs. 1,345.58 Lakhs in FY 2024-25 and Rs. 30.59 Lakhs in FY 2023-24. Its paid-up capital is Rs. 2,50,000/-. REOWN, incorporated 19/05/2022, is in refurbishment, trading, distribution and repair of mobile phones, laptops, electronics and home appliances. Turnover was NIL in FY 2024-25, Rs. 43.62 Lakhs in FY 2023-24 and Rs. 2.17 Lakhs in FY 2022-23. Its paid-up capital is Rs. 1,00,000/-. The stated object is diversification and expansion into electric mobility, automotive, electronics and allied segments.

Dilution — the key point for existing holders

The swap shares go to 9 investors, none of whom (except one holding 0.40%) holds shares today. Post-issue, they would together hold 82.02% of the Company. The largest proposed holders are Exigo Recycling Pvt. Ltd. at 26.22%, Pankaj Chopra at 12.21%, Anagh Ojha at 12.21%, Raman Sharma at 11.84% and Ashok Sharma at 10.28%. Existing shareholders' proportionate ownership would shrink correspondingly.

The warrants

Up to 3,345,000 warrants, each convertible into one equity share of face value ₹10, at Rs. 41.30 each (premium Rs. 31.30), aggregating up to Rs 13,81,48,500/-, to 11 investors. 25% is payable upfront and the balance 75% on exercise, which must happen within 18 months of allotment, failing which the warrants lapse and the upfront amount is forfeited. The price was set using a Pricing Report and Valuation Report from a Registered Valuer. Counting both the swap and warrants, these 11 investors would hold 66.19% on the stated basis.

How to read it

The Company is proposing to enter new businesses without paying cash, funding the purchase entirely with its own newly issued shares, plus a smaller cash-raising warrant issue. Investors may weigh the scale of dilution and the short operating history and small paid-up capital of the target companies against the stated diversification rationale. Nothing is final until shareholders approve at the EGM and other required approvals are obtained.

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