Integra Switchgear Limited shareholders unanimously approved the acquisition of 1,65,93,000 shares in Magnatech Co. Ltd, a South Korean entity, during the company's 34th Annual General Meeting held on September 30, 2026.

The approval was granted via a special resolution, which received 100% support from votes cast through remote e-voting and live e-voting during the meeting. The AGM, conducted via Video Conferencing, also saw the passage of resolutions regarding an increase in authorized share capital and preferential allotments totaling over 2 crore equity shares.

Voting results and shareholder participation

The meeting recorded participation from 27 shareholders attending via video conferencing and 32 shareholders voting remotely prior to the event. The total number of votes cast across all seven agenda items stood at 1,984,696. Notably, there were zero votes against or abstentions for any resolution, indicating complete consensus among participating shareholders.

Key corporate actions approved

Beyond the international acquisition, shareholders approved significant changes to the company's capital structure. Resolution No. 4 authorized an increase in the authorized share capital and corresponding amendments to the Memorandum of Association.

Two separate special resolutions approved preferential issues of equity shares:

• Up to 26,66,667 equity shares to Michael J Commiskey Jr., an independent director, at an issue price of ₹15 per share.
• Up to 19,91,16,000 equity shares on a preferential basis for consideration other than cash on a swap basis.

Acquisition details and strategic rationale

The acquisition involves acquiring 95.00% stake in Magnatech Co. Ltd through a share swap ratio of 1:12. For every one share of face value 500 KRW held by existing Magnatech shareholders, they will receive 12 equity shares of Integra Switchgear Limited of face value ₹10 each, priced at ₹15 per share. The total consideration for this transaction is valued at ₹2,986.74 crore (₹29,867.40 lakh).

Magnatech, incorporated in December 2005, operates in the advanced battery and energy storage sector, manufacturing rechargeable batteries using NMC and LFP chemistries, as well as LED lighting products. The target company reported a turnover of ₹44.65 crore for calendar year 2025. The acquisition is classified as a related party transaction, as promoters hold shares in the target entity, though it is stated to be conducted at arms-length price.

What the numbers show

The voting data reveals a high concentration of decision-making power among a small group of active participants. While the company had 2,394 shareholders on record as of the cut-off date, only 59 unique individuals or entities exercised their voting rights (27 via VC and 32 via remote e-voting). The fact that the same total vote count (1,984,696) applies to every single resolution suggests that the same block of shareholders voted identically across all agenda items, including routine matters like auditor remuneration and major strategic moves like the South Korean acquisition.

Detailed disclosure under Regulation 44 of SEBI (LODR) Regulations, 2015, highlights that the Promoter and Promoter Group voted 19,76,900 shares via e-voting, while Public Non-Institutions voted 7,796 shares. No votes were polled by Public Institutions or through postal ballots. The promoters' stake constituted approximately 99.6% of the total votes polled, underscoring their dominant influence on shareholder resolutions.

Integra Switchgear Limited will hold its 34th Annual General Meeting on September 30, 2026, to seek shareholder approval for the acquisition of a 95% stake in South Korean battery firm Magnatech Co. Ltd. The deal is valued at approximately ₹298.7 crore and will be executed through a non-cash share swap.

The meeting also addresses a massive increase in authorized share capital from ₹4 crore to ₹225 crore, a 56x expansion designed to facilitate future fundraising and fund the equity issuance required for the acquisition. Remote e-voting opens on September 27, 2026, with a cut-off date for voting entitlements set at September 23, 2026.

Capital Restructuring

The company proposed increasing its authorized share capital to enable the preferential allotment of shares to Magnatech shareholders and an independent director. The new 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 total purchase consideration is fixed at ₹298.67 crore, equating to ₹180 per Magnatech equity share (face value 500 KRW). This consideration will be discharged entirely through a preferential allotment of up to 19,91,16,000 Integra equity shares to Magnatech shareholders.

The issue price for the new Integra shares is ₹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.

Target Company Profile

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

Share Swap Mechanics

The share swap ratio is set at 1:12. For every one share of face value 500 KRW held in Magnatech, shareholders 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 Pte Ltd: 1,00,70,400 shares
• Sunhoo Park: 3,83,04,000 shares
• Siehyoung Hwang: 3,53,04,000 shares
• Haeman Jung: 1,20,00,000 shares

Independent Director Allotment

The Board approved the issuance of up to 26,66,667 equity shares to Mr. Michael J Commiskey Jr., an Independent Director, on a preferential basis for cash consideration. The allotment is priced at ₹15 per share, aggregating up to ₹4 crore. Proceeds will be utilized for working capital requirements and general corporate purposes.

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 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.