Magellanic Cloud Limited's Board of Directors met on June 25, 2026, from 5:00 PM to 5:45 PM IST and approved several significant corporate actions requiring shareholder approval.
Capital Raising Through Preferential Issue
The Board approved raising additional capital through preferential allotment under Section 42 and 62 of the Companies Act, 2013 and SEBI (ICDR) Regulations, 2018:
- Issuance of 3,74,28,573 equity shares to non-promoters at ₹30 per share (face value ₹2 + premium ₹28)
- Total equity issue amount: ₹112,28,57,190
- Issuance of 12,67,00,000 convertible warrants to promoter/promoter group and non-promoters at ₹30 per warrant
- Total warrant issue amount: ₹380,10,00,000
- Combined fundraising: ₹492,38,57,190
- Warrants convertible into equity shares within 18 months of allotment
- 25% of warrant issue price payable at allotment
- Issue price determined as per SEBI (ICDR) Regulations, 2018
Investor Allocation
The preferential issue involves 42 investors across both equity shares and convertible warrants:
- Equity shares allocated to 9 non-promoter investors including Amit Agrwal (17,85,714 shares), Saroj Agrwal (17,85,714 shares), Vishal Joshi (10,71,429 shares)
- Convertible warrants allocated to 33 investors including promoter/promoter group entities
- Major warrant allocations: Badjate Stock Broking Private Limited (2,75,00,000 warrants), Kivaan Global LLP (75,00,000 warrants), Gauri Venkatesan (1,40,00,000 warrants), Ramasamy Sumathi (1,40,00,000 warrants), Stellant Securities (India) Limited (1,50,00,000 warrants)
Foreign Investment Limit Increase
The Board approved increasing the aggregate investment ceiling for Non-Resident Indians (Repatriable) and Overseas Citizens of India from 10% to 24%, subject to shareholder and regulatory approvals.
Subsidiary Financing
Approved provision of loan/guarantee/security up to ₹150,00,00,000 (₹150 crore) each under Section 185 of Companies Act, 2013 to three subsidiaries:
- MCRAY Xtend India Private Limited
- Scandron Private Limited
- Motivity Labs Private Limited
Corporate Restructuring - Amalgamation
Approved scheme of amalgamation of IVIS International Private Limited (transferor company) with Magellanic Cloud Limited (transferee company) under Sections 230-232 of Companies Act, 2013:
- Appointed date: April 1, 2026
- IVIS International is a wholly-owned subsidiary
- No shares will be issued as consideration since Transferee Company already holds 100% of Transferor Company
- Scheme subject to NCLT approval
Financial Metrics of Companies Involved in Amalgamation (as of March 31, 2026):
- IVIS International Private Limited: Paid-up capital ₹14,15,72,190; Net worth ₹1,807.139 lakhs; Turnover ₹1,142.467 lakhs
- Magellanic Cloud Limited: Paid-up capital ₹1,17,81,34,240; Net worth ₹2,680.336 lakhs; Turnover ₹1,020.348 lakhs
Business Profiles:
- IVIS International: Surveillance and security services including remote monitoring, alert systems, video recording for law enforcement
- Magellanic Cloud: Diverse business including software development, IoT, drones, metaverse technologies, cloud services, manpower consulting, food processing
Rationale for Amalgamation:
- Streamline corporate structure and reduce administrative overhead
- Integrate surveillance/security operations with diversified technology capabilities
- Achieve cost optimization through economies of scale
- Strengthen financial position by consolidating assets and liabilities
- Eliminate inter-company balances and simplify accounting
Shareholder Approval Process
- Extraordinary General Meeting scheduled for July 24, 2026, via video conferencing
- Cut-off date for e-voting eligibility: July 17, 2026
- All approvals subject to shareholder consent at EGM