Integra Switchgear Limited approved the acquisition of a 95% stake in South Korean firm Magnatech Co. Ltd through a share swap arrangement. The Board also sanctioned a massive increase in authorized share capital to facilitate future fundraising.

The decisions were taken during a Board meeting held on August 31, 2026. Shareholders must approve these proposals at the Annual General Meeting (AGM) scheduled for September 30, 2026.

Capital Restructuring

The company increased its authorized share capital from ₹4 crore to ₹225 crore. This represents a 56x increase in the ceiling for equity issuance. The new capital structure comprises 22.5 crore equity shares of face value ₹10 each.

Acquisition Details

Integra will acquire 1,65,93,000 shares of Magnatech, representing a 95% ownership stake. The consideration is purely non-cash, structured as a preferential allotment of up to 19,91,16,000 Integra equity shares to Magnatech shareholders.

The issue price for both the new Integra shares and the existing allotment to an independent director is fixed at ₹15 per share. This valuation implies a total transaction value of approximately ₹298.7 crore for the entire share issuance capacity linked to the deal and director allotment, though the specific equity value assigned to Magnatech is derived from this swap ratio.

Target Company Profile

Magnatech Co. Ltd, incorporated on December 22, 2005, operates in the advanced battery and energy storage sector. The company manufactures rechargeable batteries using NMC (nickel-manganese-cobalt) and LFP (lithium iron phosphate) chemistries, serving battery pack and energy storage system (ESS) applications. It also operates an LED lighting products business.

Magnatech achieved a turnover of Rs. 44.65 Crore for calendar year 2025. Its turnover history over the last three calendar years is as follows:

The acquisition aims to expand Integra’s business in the electrical and power sector by entering the secondary battery and energy-storage segment. The transaction is classified as a related party transaction, as promoters hold an interest in Magnatech, but was executed at arm’s length.

Share Swap Mechanics

The share swap ratio is set at 1:12. For every one share of face value 500 KRW held by existing shareholders in Magnatech, they will receive 12 equity shares of Integra Switchgear Limited of face value ₹10 each, priced at ₹15 per share.

The preferential allotment involves 17 investors from Magnatech. Key allottees include:

• Northvale Capital Partners Private Limited: 1,00,70,400 shares
• Park Sun-hoo: 38,30,400 shares
• Siehyoung Hwang: 35,30,400 shares
• Haeman Jung: 12,00,000 shares

Independent Director Allotment

The Board also approved the issuance of up to 26,66,667 equity shares to Mr. JrMichael Joseph Commiskey, an Independent Director, on a preferential basis. The allotment is priced at ₹15 per share, consistent with the acquisition pricing.

Post-Issue Shareholding

Post-allotment, assuming full subscription, the Promoter/Promoter Group will hold 10,26,80,900 equity shares (50.17%), while the public will hold 10,19,83,367 equity shares (49.83%).

What the Numbers Show

The disproportionate scale of the authorized capital hike relative to the immediate issuance needs suggests a strategic preparation for further dilution or debt-equity swaps beyond the current Magnatech deal. The current proposed issuance covers roughly 19.17 crore shares for the acquisition and 0.27 crore for the director, totaling 19.44 crore shares against a new authorized limit of 22.5 crore. This leaves only 3.06 crore shares (approx 13.6%) of the new authorized headroom available for other purposes without further shareholder approval for capital increase.

Next Steps

The AGM will be conducted via Video Conferencing or Other Audio-Visual Means on September 30, 2026, at 5:00 pm. Detailed disclosures as required under Regulation 30 of SEBI Listing Regulations will be provided separately. The acquisition is expected to complete within 12 months from the date of members' approval.