Elpro International has acquired a fresh stake in Greaves Cotton Limited for a cash consideration of INR 5.00 Crores, deepening its exposure to the diversified engineering sector. The Mumbai-based listed entity purchased 2,44,383 equity shares, bringing its total holding to 11,48,278 shares, up from a previous holding of 9,03,895 equity shares. The acquisition, disclosed on August 5, 2026, serves an investment purpose and does not involve any related party transactions or promoter interests.

The disclosure was made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Para A of Part A of Schedule III. Deepak Kumar Ajmera, Chief Financial Officer of Elpro International Limited, signed the intimation submitted to BSE Limited. No governmental or regulatory approvals are required for this acquisition, and the indicative time period for completion was not specified in the filing.

Greaves Cotton Limited operates in the compressors, pumps, and diesel engines industry. Incorporated on March 29, 1922, the company describes itself as a fuel-agnostic mobility solutions provider with a 165-year legacy. It operates primarily in India and aims to enable a sustainable transition to green mobility.

Financial Overview of Target

Greaves Cotton Limited reported significant revenue growth over the last three financial years. Its consolidated turnover rose from INR 2,697.95 Crores in FY23-24 to INR 3,486.61 Crores in FY25-26.

What the Numbers Show

The target company’s revenue from operations grew consistently, reaching INR 3,436.62 Crores in FY25-26, compared to INR 2,918.44 Crores in the preceding year. While operational revenue expanded, other income declined slightly from INR 54.66 Crores in FY24-25 to INR 49.99 Crores in FY25-26, indicating that the recent top-line growth was driven primarily by core business activities rather than non-operating gains.

The Committee of Independent Directors (IDC) of Elpro International has unanimously recommended that public shareholders accept the voluntary delisting offer priced at ₹181.80 per equity share. The committee, comprising Chairman Naresh Agarwal and members K. R. Anil Kumar and Shruti Mimani, concluded on July 28, 2026, that the offer is fair and reasonable, providing an immediate exit opportunity amid market volatility. This endorsement follows the issuance of the Letter of Offer dated July 27, 2026, by acquirers I G E (India) Private Limited and Zenox Technology Services Private Limited, along with persons acting in concert Mr. Surbhit Dabriwala and Mrs. Yamini Dabriwala.

The IDC’s recommendation was filed with BSE Limited pursuant to Regulation 28 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. The committee reviewed the Initial Public Announcement dated May 1, 2026, the Detailed Public Announcement dated July 25, 2026, and the Letter of Offer. The fixed delisting price of ₹181.80 includes a 15% premium over the floor price of ₹158.07 per share, which was certified by registered valuer SSPA & Co. based on consolidated financials as of May 8, 2026.

Key Offer Parameters

The delisting process aims to consolidate ownership within the promoter group, offering strategic flexibility and reducing compliance costs associated with public listing. Public shareholders holding 4,23,70,160 equity shares, representing 25.00% of the paid-up equity share capital, are eligible to tender their shares.

Rationale and Shareholder Impact

The IDC highlighted that the delisting offer enables the promoters to gain full ownership, facilitating corporate restructuring and new financing structures without public market constraints. For public shareholders, the offer provides certainty of value at a price determined in accordance with regulatory guidelines. The tendering window opens on August 4, 2026, and closes on August 10, 2026. Shareholders must tender through their registered stockbrokers or submit physical certificates to the Registrar, MUFG Intime India Private Limited, by 5 p.m. IST on the closing date.

The delisting is conditional upon meeting the minimum acceptance criteria under Regulation 21, requiring the cumulative holdings of the acquirers and promoter group to reach at least 90% of the equity share capital post-acquisition. If successful, Elpro International’s shares will be delisted from BSE Limited, with no relisting application for three years. Residual shareholders will retain an exit window of one year post-delisting to sell their holdings to the acquirers at the fixed price.