1. Increase in Authorized Share Capital

The Board approved increasing the Authorized Share Capital of the Company from ₹4,00,00,000 (Rupees Four Crore) divided into 40,00,000 Equity Shares of ₹10 each to ₹2,25,00,00,000 (Rupees Two Hundred and Twenty Five Crore) divided into 22,50,00,000 Equity Shares. This requires consequent alteration of the Capital Clause of the Memorandum of Association of the Company, subject to approval of shareholders.

2. Preferential Issue to Independent Director

The Board approved issuance of up to 26,66,667 Equity Shares to Mr. JrMichael Joseph Commiskey (Independent Director, Non-Promoter) on preferential basis at an issue price of ₹15 per equity share. The total consideration for this issuance is ₹4,00,00,005. This requires approval of shareholders in the ensuing Annual General Meeting.

Post-allotment shareholding pattern (assuming full subscription):

  • Promoter/Promoter Group: 10,26,80,900 Equity Shares (50.17%)
  • Public: 10,19,83,367 Equity Shares (49.83%)

3. Acquisition of Magnatech Co. Ltd, South Korea

The Board approved acquisition of 1,65,93,000 shares (face value 500 KRW each), comprising 95.00% stake in M/S. Magnatech Co. Ltd (Registration Number 200111-0219604) through share swap basis. The acquisition will be effected through preferential allotment of up to 19,91,16,000 Equity Shares of ₹10 each of Integra Switchgear Limited to the shareholders of Magnatech at an issue price of ₹15 per share for consideration other than cash.

Key details of the acquisition:

  • Share swap ratio: 1:12 (1 Magnatech share for 12 Integra Switchgear shares)
  • Total consideration: ₹29,867.40 Lakh
  • No cash outflow involved
  • Acquisition falls within related party transaction as Promoter/Promoter Group are shareholders of Magnatech
  • Transaction done at arms-length price based on registered valuer's valuation
  • Target completion: Within 12 months from shareholder approval subject to statutory approvals

About Magnatech:

  • Industry: Advanced battery and energy storage sector (NMC and LFP lithium battery chemistries, LED lighting products)
  • Incorporation date: December 22, 2005
  • Location: Nampyeong-ri, Jangseong-gun, South Korea
  • Share capital: 17,466,400 shares of face value 500 KRW each
  • Turnover history:
  • CY 2025: ₹44.65 Crore (USD 47,00,000)
  • CY 2024: USD 45,16,416
  • CY 2023: USD 66,73,530

List of Magnatech shareholders receiving Integra shares:

1. Northvale Capital Partners Private Limited - 10,07,04,000 shares

2. Park Sun-hoo - 3,83,04,000 shares

3. Siehyoung Hwang - 3,53,04,000 shares

4. Haeman Jung - 1,20,00,000 shares

5. Il Yang - 66,12,000 shares

6. Kartik Rajnikant Patel - 6,00,000 shares

7. Limbaugh Capital Limited - 12,00,000 shares

8. Shah Metacorp Holding USA Inc. - 9,48,000 shares

9. 2582682 Ontario Corporation - 4,32,000 shares

10. Sultan Fadhel Abubaker Salem Al Tahboush - 12,00,000 shares

11. Abdulraheem Ebrahim Saad Albateeh Al Nuaimi - 6,00,000 shares

12. Moataz Abdallah Ahmed Mostafa - 1,80,000 shares

13. Saleh Mohammed Saeed AlJassari - 1,20,000 shares

14. Infinite Network Solutions - 1,32,000 shares

15. Ajitkumar Maubhai Patel - 1,56,000 shares

16. 10203717 Manitoba Corporation - 1,68,000 shares

17. AJ Investment NJ LLC - 4,56,000 shares

Strategic Rationale: The acquisition is proposed to expand and diversify the Company's existing business in the electrical and power sector by entering into the secondary battery and energy storage segment, leveraging MagnaTech's expertise in NCM and LFP cell production technologies.

4. Annual General Meeting

The Board fixed the Annual General Meeting on Wednesday, 30th September, 2026 at 05:00 P.M. through Video Conferencing/Other Audio-Visual Means to seek shareholders' approval on all the above matters.

The Board meeting commenced at 05:30 P.M. and concluded at 06:45 P.M.