Ice Make Refrigeration Boards Key Transactions: Announces Joint Venture with Galilei and Approves Preferential Share Issue

Ice Make Refrigeration Boards Key Transactions: Announces Joint Venture with Galilei and Approves Preferential Share Issue​

ICEMAKE REFRIGERATION LIMITED announced several significant corporate decisions following a meeting of its Board of Directors, including approving the execution of strategic agreements with Galilei Holdings Co. Ltd., finalizing a major preferential equity issue, and proposing the formation of a new joint venture entity.

The Board approved the execution of three core transaction documents: a Share Subscription Agreement (SSA), a Shareholders' Agreement (SHA), and a Joint Venture Agreement (JV Agreement) with Galilei, a company incorporated in Japan. The SSA governs the terms for Galilei’s subscription of shares to the Company, while the SHA details the rights and obligations between ICEMAKE, Galilei, and key promoters including Mr. Chandrakant P. Patel, Rajendra P. Patel, and Mr. Vipul I. Patel.

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<h3>Joint Venture Established for Market Expansion</h3>

The company has approved the proposal to form a new joint venture (JV) company under the name 'Ice Make Horeca Private Limited' (or any name approved by the Registrar of Companies). This JV will be focused on growing and expanding ICEMAKE’s business footprint.

Under the terms of the JV Agreement, the JV Company will initially function as a wholly owned subsidiary of ICEMAKE. Subsequently, the JV will undertake a fund raise, with ICEMAKE holding 40% of the shareholding and Galilei holding 60%. The total investment committed by both parties at closing is INR 881,900,000.

The scope of business for the JV includes:

• Interim Period: Manufacturing, assembling, producing, and supplying components for commercial upright and table-type refrigerators, along with related import and sales activities.
• Post Interim Period: Dealing in a wide range of products including commercial upright type refrigerators, commercial table type refrigerators, any derivatives or enhancements thereof, planned ice makers, modular blast chillers, and after sale services.

Regarding the financial commitment for this venture, the JV Agreement stipulates that post incorporation, Galilei’s investment will amount to INR 529,200,000, while ICEMAKE's investment is set at INR 352,700,000.

<h3>Preferential Issue to Non-Promoters</h3>

The Board also approved the creation, offer, issue, and allotment of up to 23,67,573 fully paid-up equity shares through a preferential private placement to persons in the non-promoter group. The designated allottees include Galilei Holdings Co. Ltd., Ms. Shweta Samir Patel, and Ms. Bhumi Jayeshkumar Patel.

The key financial details of this subscription are as follows:

• Total Shares: 23,67,573 Equity Shares (Subscription Shares)
• Face Value: INR 10/- per share
• Issue Price: INR 802.51/- per equity share
• Aggregate Consideration: INR 1,900,001,010/-

The transaction is set to grant the Proposed Allottees a minority investment stake of 13.05% in the post issue share capital of the Company on a fully diluted basis.

<h3>Governance and Strategic Agreements</h3>

The Board approved the amendment of the Articles of Association (AOA) to incorporate specific investor rights and governance provisions outlined in the SHA. These amendments, subject to shareholder approval, include:

• Board Representation: Galilei will have the right to appoint one non executive director or nominate one non voting observer, subject to certain thresholds defined in the SHA.
• Preemptive Rights: Galilei shall maintain a pro rata pre emptive right to subscribe to any future equity shares issued by the Company.
• Protection Rites: The SHA includes rights such as prior consent required from Galilei on identified reserved matters, and transfer restrictions for both parties.

The company further approved the convening of an Extra Ordinary General Meeting (EGM) scheduled for Wednesday, August 19, 2026, to seek shareholder approvals for the AOA amendment, the Preferential Issue, and the special rights granted to Galilei.

ICEMAKE Stock Price Movement​

As of 12:48 PM in live trading, Ice Make Refrigeration Limited stock rallies to ₹869.85, climbing 1.86% for the session. The advance is backed by a steady stream of buying interest as shares trade amid volume totaling 24,131.