Integra Switchgear Ltd

AGM Details

• AGM held on 30 September 2026 at 5:00 PM; mode not specified.

Key Resolutions

• Adopt Audited Financial Statements (Ordinary) — passed.
• Re-appoint Ms. Honey Singh by rotation (Ordinary) — passed.
• Revise remuneration of Statutory Auditors (Ordinary) — passed.
• Increase authorised share capital and MOA amendment (Special) — passed.
• Acquire 16,593,000 Magnatech shares (Special) — passed.
• Preferential allotment up to 2,666,667 equity shares to Independent Director (Special) — passed.
• Preferential issue up to 199,116,000 equity shares on swap basis (Special) — passed.

Voting Results

• All resolutions passed; no material dissent reported.

Director Changes

• Ms. Honey Singh reappointed for a fresh term.

AGM Details

• Date/time/mode: 30 Sep 2026, 5:00 pm, VC/OAVM; concluded 5:11 pm.

Key resolutions

• Adopt Audited Financial Statements and Reports for year ended 31 March 2026.
• Re-appoint Honey Singh on rotation.
• Revise remuneration of the Statutory Auditors.
• Increase authorised share capital and amend MOA capital clause.
• Approve acquisition of Magnatech Co. Ltd. shares.
• Issue up to 26,66,667 equity shares on preferential basis to Independent Director.
• Issue up to 19,91,16,000 equity shares on swap basis.

Voting results

• Consolidated voting results to be announced; e-voting window open 15 minutes post-meeting.

Director changes

• Re-appointment of Honey Singh.

Auditor matters

• Remuneration revision for Statutory Auditors approved.

Related party disclosures

• Director Baljit Singh disclosed interest in items 5 and 7.

Integra Switchgear Ltd: Trading window closes from 1 October 2026; will reopen after 48 hours of announcement of unaudited financial results for the quarter/half year ending 30 September 2026.

Financial snapshot

• Standalone revenue from operations and other income: 2.49 Lacs for FY2025-26.
• Standalone PAT after tax: -28.90 Lacs for FY2025-26.
• Consolidated total income: 2.49 Lacs; Consolidated PAT: -29.07 Lacs.
• Dividend for FY2025-26: not declared.
• Acquisition completed: 100% stake in Bimal Switchgear Private Limited in December 2025.
• Magnatech plan: acquire Magnatech Co. Ltd (Korea) via share swap.
• Authorised share capital proposed increase to Rs 225 crore.
• Auditors remuneration proposed revised to Rs 1,00,000 per annum.
• SEBI SCNs under adjudication; not expected to impact.
• Magnatech swap: up to 19,91,16,000 equity shares at Rs 15; 1:12 swap.
• AGM set for 30 September 2026 via VC/OAVM.
• Bimal Switchgear land assets total about 21,853 sq m for future development.

Acquisitions & subsidiaries

• Bimal Switchgear Private Limited acquired December 2025; now a wholly owned subsidiary.
• Magnatech Co. Ltd (Korea) acquisition planned; Magnatech to become subsidiary on completion.
• Swap-based consideration: up to 19,91,16,000 Integra shares at Rs 15.
• Magnatech to be 95% subsidiary after exchange; Integra holds 95%.
• Valuation: Rs 14.86 per share; issue price Rs 15; PCS certificate obtained.
• Filing and listing: post-issue listing on BSE.

Capital structure & AGM items

• Authorised share capital to Rs 225 crore (increase planned).
• Preferential issue to Michael J Commiskey Jr up to 26,66,667 shares at Rs 15.
• Swap-based preferential issue for Magnatech up to 19,91,16,000 shares at Rs 15.
• Allotment to be completed within 15 days of shareholder approval.
• Board authorized to finalize price/terms; listing on stock exchanges.
• No change in control; no open offer obligation under Takeover Regulations.
• AGM notice includes remuneration for auditors; governance disclosures.

Governance & audits

• Auditors remuneration revised; Ordinary resolution seeks up to Rs 1,00,000 annually.
• AGM conducted via VC/OAVM due to MCA/SEBI circulars.
• Secretarial audit flagged SEBI SCN; adjudication ongoing; not expected to affect operations.
• Corporate Governance certificate not required due to small capital.
• Key officers: Upveen Harpal (WTD & CFO) and Company Secretary Rehanabibi Kudalkar.

Strategy & outlook

• Leverage Magnatech's battery/energy storage tech with Integra's Indian manufacturing.
• Plan to close India's energy-storage import gap under Make in India policy.
• Land bank near Savli and Manjusar GIDC offers development flexibility.
• Outlook: restructuring and profitability restoration.
• Current revenue limited; strategy depends on reactivating operations.

Subsidiaries & assets

• Bimal Switchgear Private Limited became Wholly Owned Subsidiary.
• Total land assets now about 21,853 sq m for development.
• Magnatech acquisition expands subsidiary network and capabilities.

CSR & compliance

• CSR not applicable; threshold criteria not met.

Financial performance

• Standalone revenue and other income: ₹2.49 Lakh, down from ₹12.89 Lakh in 2024-25.
• Standalone PAT after tax: loss ₹28.90 Lakh, vs ₹1.51 Lakh profit prior year.
• Consolidated PAT after tax: loss ₹29.07 Lakh, vs ₹1.51 Lakh profit prior year.
• Dividend for the year: none declared.
• Cash flow from operations: standalone negative ₹36.98 Lakh.
• Acquisitions and capex: 100% of Bimal Switchgear acquired; Magnatech acquisition planned.
• Authorised share capital increased to ₹225 crore to support fundraising.
• AGM scheduled 30 Sept 2026; Remuneration for statutory auditors proposed at ₹1.0 lakh/year.

Strategic transactions

• Acquired 100% stake in Bimal Switchgear Private Limited in December 2025.
• Proposed Magnatech acquisition: 95% stake for ₹298.67 crore.
• Plan to issue up to 19,91,16,000 shares to Magnatech holders on swap basis.
• Up to 26,66,667 equity shares to Michael J Commiskey Jr. on preferential basis.

Capital structure & governance

• Authorised share capital increased to ₹225 crore; MOA amended accordingly.
• Board authorized to sign forms with ROC and stock exchanges to implement resolutions.
• Remuneration for M/s D.C. Parikh & Co. as statutory auditors proposed at ₹1,00,000 per annum.
• AGM to be held via VC/OAVM under MCA/SEBI circulars; e-voting facility provided.

Operations & assets

• No active manufacturing since 2020; land bank totaling ~21,853 sq m near Savli/GIDC.
• Bimal Switchgear Private Limited is now a wholly owned subsidiary.
• 2025-26: Bimal Switchgear revenue ₹0; PAT ₹-1.33 Lacs; asset base consolidated.
• Magnatech planned as technology holding; integration to be pursued post-acquisition.

Audits & controls

• Standalone and consolidated audit reports: no material qualifications; some SEBI-related SCNs noted.
• Internal controls deemed adequate; external/internal audit processes in place.
• Secretarial audit notes SEBI SCNs arising from pre- and post-control matters; management responses in progress.

Risks & outlook

• Regulatory risks: SEBI SCNs and LODR-related disclosures under consideration; potential resolutions pending.
• No current operations; growth depends on successful restructuring and opportunities in manufacturing/integration.
• Macro risks: regulatory, interest rates, HR, competition, and compliance requirements.

Governance details

• Honey Singh to be re-appointed; consent and disclosures filed; board includes multiple independents.
• Audit, Nomination & Remuneration, and Stakeholders committees in place; multiple meetings held in 2025-26.
• CSR not applicable; POSH policy in place with zero harassment complaints.

AGM Details

• AGM date/time/mode: 30 September 2026, 05:00 PM IST; VC/OAVM.
• Voting cut-off date: 23 September 2026.
• Register of members not closed; AGM conducted via VC/OAVM.

Resolutions put to vote

• Item 1: Adopt Audited Financial Statements for year ended 31 March 2026.
• Item 2: Re-appoint Honey Singh, retiring by rotation.
• Item 3: Approve remuneration revision for Statutory Auditors up to Rs 100,000 per annum.
• Item 4: Increase authorised share capital and amend MOA.
• Item 5: Acquire Magnatech 95% stake; issue swap shares; Magnatech subsidiary.
• Item 6: Issue up to 26,66,667 equity shares to Michael J Commiskey Jr. on preferential basis.
• Item 7: Issue up to 19,91,16,000 equity shares on preferential basis for Magnatech acquisition via swap.

Capital & Major Transactions

• Authorised share capital increased; MOA amended to reflect new capital.
• Magnatech acquisition approved; 95% stake; consideration via share swap; subsidiary status.
• Preferential issue on swap basis: up to 19,91,16,000 shares.

Director Changes

• Honey Singh to be re-appointed; retires by rotation.

Capital changes & director issue

• Authorized share capital increased from Rs 4 crore to Rs 225 crore.
• MOA capital clause to be altered, subject to shareholder approval.
• Issue of up to 26,66,667 equity shares to Independent Director (non-promoter) at Rs 15 per share.
• Post-issue promoter 50.17% and public 49.83% ownership (assumes full subscription).
• Shareholder approval required at AGM; AGM date 30 Sep 2026.
• Names of investor disclosed: Mr. JrMichael Joseph Commiskey.

Magnatech acquisition via share swap

• Acquire 95% stake in Magnatech Co. Ltd, South Korea.
• Share swap: up to 19,91,16,000 Integra shares at Rs 15 per share.
• Non-cash consideration; swap ratio 1 Magnatech share for 12 Integra shares.
• Total consideration Rs 29,867.40 Lakh; no cash outflow.
• Valuation by registered valuer; completion within 12 months post-approval.
• Post-issue promoter 50.17%; public 49.83% ownership.

Governance & approvals

• Acquisition within 12 months; subject to statutory approvals.
• Related party transaction; arms-length pricing.
• Annexure A lists 17 Magnatech-related allottees for swap.

Capital expansion

• Authorized capital increased to Rs 225 crore, MOA amended, subject to shareholder approval.

Preferential issue to independent director

• Issue up to 26,66,667 equity shares to Mr. JrMichael Joseph Commiskey at Rs 15, subject to AGM approval.

Magnatech acquisition via share-swap

• Acquire 95% stake in Magnatech Co. Ltd via share-swap; issue 19,91,16,000 shares at Rs 15; AGM approval.

AGM date and venue

• AGM scheduled for 30 September 2026 at 05:00 PM via VC/OAVM.

Meeting Details

• Board meeting scheduled for Monday, 31 August 2026 at the registered office of the company

Key Agenda Items

• Increase in Authorized Share Capital subject to AGM approval
• Approve private placement preferential issue under SEBI ICDR and Companies Act, subject to approvals
• Approve draft Director report for FY 2025-26
• Appoint CS Ruchita Patel & Associates as Scrutinizers for e-voting at AGM
• Decide date/time and approve AGM draft notice and agenda

Other Notes

• Trading window closed for designated persons and their immediate relatives per SEBI PIT regulations and 2025 circular

Standalone Q1 FY27 results

• Total income from operations (net) stood at 1.51 lacs in Q1 FY27.
• Standalone loss after tax: 6.80 lacs; basic/diluted EPS: -0.24.
• Total expenses were 8.30 lacs; depreciation and amortisation: 0.04 lacs.
• Other operating income contributed 1.51 lacs to total income.
• Board approved revised unaudited results on 22/07/2026.