Meeting Details

  • Meeting Date: Wednesday, 30th September, 2026
  • Time: 05:00 P.M. IST
  • Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM)
  • Record Date: Wednesday, 23rd September, 2026 for determining voting rights

Business Items to be Transacted

ORDINARY BUSINESS

ITEM NO. 1: Adoption of Financial Statements

To receive, consider, and adopt the Audited Financial Statements for the year ended 31st March 2026 along with the Directors and Auditors Reports.

ITEM NO. 2: Re-appointment of Director

To re-appoint Ms. Honey Singh (DIN: 02589597), who retires by rotation and offers herself for re-appointment.

SPECIAL BUSINESS

ITEM NO. 3: Revision in Statutory Auditors' Remuneration

  • Purpose: Approval for revision in remuneration payable to M/s. D. C. Parikh & Co., Chartered Accountants (Firm Registration No. 107537W)
  • Amount: Not exceeding ₹100,000 per annum (exclusive of applicable taxes and out-of-pocket expenses)
  • Period: From FY 2026-27 till 31st March, 2029
  • Rationale: Increased scope of statutory audit, additional reporting and compliance requirements
  • Approvals: Recommended by Audit Committee and approved by Board on 22nd July, 2026

ITEM NO. 4: Increase in Authorized Share Capital

  • Current Capital: ₹4,00,00,000 divided into 40,00,000 Equity Shares of ₹10 each
  • Proposed Capital: ₹2,25,00,00,000 divided into 22,50,00,000 Equity Shares of ₹10 each
  • Purpose: To facilitate future fundraising, business expansion plans, investment opportunities and long-term growth objectives
  • Regulatory Reference: Sections 13 and 61 of Companies Act, 2013
  • Consequential Change: Amendment required in Clause V of Memorandum of Association

ITEM NO. 5: Acquisition of Magnatech Co Ltd

  • Target Company: M/S. MAGNATECH CO. LTD, registered in SOUTH KOREA
  • Acquisition Size: 1,65,93,000 shares representing 95.00% shareholding
  • Face Value: 500 KRW per share
  • Total Consideration: ₹2,98,67,40,000 (Rupees Two Hundred Ninety Eight Crore Sixty Seven Lakh Forty Thousand)
  • Price per Share: ₹180 per equity share
  • Payment Method: Share swap - issuance of Integra Switchgear equity shares
  • Post-acquisition Status: Magnatech will become a subsidiary of Integra Switchgear Limited
  • Strategic Rationale: Expanding business operations and enhancing market position without impacting cash reserves

ITEM NO. 6: Preferential Issue to Independent Director

  • Allottee: Mr. Michael J Commiskey Jr. (DIN: 10823134), Independent Director, Non-Promoter
  • Number of Shares: 26,66,667 Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹15 per equity share
  • Total Amount: ₹4,00,00,005
  • Purpose: Working capital requirements for development of existing business and general corporate purposes (not exceeding 25% of issue size)
  • Relevant Date: Monday, 31st August, 2026 (for pricing determination)
  • Timeline: Utilization within 12 months from receipt of funds
  • Valuation: Independent Registered Valuer CA Bhavesh M Rathod (IBBI Regd. No. IBBI/RV/06/2019/10708) determined price at ₹14.86 per share
  • Regulatory Compliance: SEBI (ICDR) Regulations, 2018 and Companies Act, 2013

ITEM NO. 7: Preferential Issue for Magnatech Acquisition Consideration

  • Total Shares: 19,91,16,000 Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹15 per equity share
  • Total Value: ₹2,98,67,40,000
  • Allottees: 17 shareholders of Magnatech (listed in detail)
  • Swap Ratio: 1:12 (1 share of Magnatech face value 500 KRW = 12 Equity shares of Integra Switchgear)
  • Basis: Valuation reports from independent registered valuers for both companies
  • Major Allottees:
  • Northvale Capital Partners Pte Ltd (Promoter): 10,07,04,000 shares
  • Sunhoo Park (Non-Promoter): 3,83,04,000 shares
  • Siehyoung Hwang (Non-Promoter): 3,53,04,000 shares
  • Haeman Jung (Non-Promoter): 1,20,00,000 shares

Shareholding Pattern Impact

Pre-Issue Shareholding (as of 30th June, 2026)

  • Total Shares: 28,81,600 shares
  • Promoters: 19,76,900 shares (68.60%)
  • Non-Promoters: 9,04,700 shares (31.40%)

Post-Issue Shareholding (assuming full allotment)

  • Total Shares: 20,46,64,267 shares
  • Promoters: 10,26,80,900 shares (50.17%)
  • Non-Promoters: 10,19,83,367 shares (49.83%)

Target Company Details (Magnatech Co Ltd)

  • Incorporation: 22nd December, 2005
  • Registration: 2001110219604 (South Korea)
  • Share Capital: 17,466,400 Shares of face value 500 KRW each
  • Business: Advanced battery and energy storage sector, manufacture and sale of rechargeable batteries and lighting products
  • Technology: NMC (nickel-manganese-cobalt) and LFP (lithium iron phosphate) cell manufacturing
  • Turnover: ₹44.65 Crore for calendar year 2025
  • Historical Turnover (USD):
  • CY 2025: $47,00,000
  • CY 2024: $45,16,416
  • CY 2023: $66,73,530

Voting Arrangements

  • Remote e-Voting Period: Sunday, 27th September, 2026 (09:00 AM) to Tuesday, 29th September, 2026 (05:00 PM)
  • Voting Service Provider: National Securities Depository Limited (NSDL)
  • Scrutinizer: CS Ruchita Patel & Associates
  • Results Declaration: Within 48 hours of meeting conclusion on company website and to BSE

Director Re-appointment Details

  • Name: Ms. Honey Singh
  • DIN: 02589597
  • Date of Birth: 16/04/1987 (39 years)
  • Appointment Date: 31/12/2024
  • Qualifications: B.A (Hons.) from University of Toronto, MFA from New York University
  • Specialization: Digital marketing, sales, entrepreneurial leadership, regulatory communications
  • Shareholding: Nil
  • Relationship: Daughter of Mr. Baljit Singh, Non-Executive Director
  • Other Directorships: 6 other companies including iDream Film Infrastructure Company Limited