Elpro International Board Approves Voluntary Delisting; Floor Price at INR 158.07
Elpro International's Board of Directors approved a voluntary delisting proposal on May 8, 2026, setting a floor price of INR 158.07 and a fixed delisting price of INR 181.80 per equity share. The Acquirers seek to acquire 4,23,70,160 public shares (25.00% of paid-up capital). The proposal is subject to shareholder approval via postal ballot, BSE in-principle and final approval, and other regulatory consents.
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Elpro International Limited's Board of Directors, at its meeting held on Friday, May 8, 2026, approved a voluntary delisting proposal to delist the company's equity shares from BSE Limited. The delisting is being initiated by promoter group entities I G E (India) Private Limited and Zenox Technology Services Private Limited (formerly known as Zenox Trading and Manufacturing Private Limited), collectively referred to as the Acquirers, along with Mr. Surbhit Dabriwala and Mrs. Yamini Dabriwala as persons acting in concert. The board meeting commenced at 03:00 p.m. and concluded at 04:30 p.m.
Delisting Proposal and Pricing
The Acquirers intend to acquire all 4,23,70,160 fully paid-up equity shares of the company held by public shareholders, representing 25.00% of the paid-up capital, and subsequently delist the equity shares from BSE Limited. Each equity share carries a face value of INR 1/-. The floor price and fixed delisting price have been formally determined and communicated to the board as follows:
| Parameter: | Details |
|---|---|
| Floor Price: | INR 158.07 per equity share |
| Fixed Delisting Price: | INR 181.80 per equity share |
| Premium over Floor Price: | 15% (as per Regulation 20A of SEBI Delisting Regulations) |
| Reference Date for Floor Price: | Monday, May 4, 2026 |
| Floor Price Certificate Issued by: | M/s. SSPA & Co. (IBBI Reg. No. IBBI/RV-E/06/2020/126) |
The reference date of May 4, 2026 was used as it is the trading day immediately following the Initial Public Announcement (IPA), which was made on a non-trading day, in accordance with Regulation 19A(2) of the SEBI Delisting Regulations.
Board Approvals and Certifications
The Board considered and took on record the due diligence report dated May 8, 2026, submitted by M/s. Janmejay Singh Rajput & Associates, Practicing Company Secretaries (COP No.: 15012, Peer Review No.: 1590/2021), as required under Regulation 10(3) of the SEBI Delisting Regulations. The board also took on record the share capital audit report dated May 8, 2026, prepared in accordance with Regulations 10(5) and 12(2) of the SEBI Delisting Regulations and Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, covering a period of 6 months prior to the date of the board meeting.
The Board further certified the following pursuant to Regulation 10(4) of the SEBI Delisting Regulations:
- The company is in compliance with applicable provisions of securities laws.
- The Acquirers and their related entities are in compliance with applicable provisions of securities laws, including compliance with sub-regulation (5) of Regulation 4 of the SEBI Delisting Regulations.
- In the opinion of the Board, the Delisting Proposal is in the interest of the shareholders of the company.
The Board also consented to seek shareholder approval for the Delisting Proposal by way of a special resolution through postal ballot and remote e-voting, in accordance with Regulations 11(1) and 11(2) of the SEBI Delisting Regulations. Mrs. Jayshree A. Lalpuria, Proprietor of M/s. Jayshree A. Lalpuria & Co., Practicing Company Secretaries (Certificate of Practice No.: 7109), has been appointed as scrutinizer for conducting the remote e-voting and postal ballot process.
Capital Structure and Shareholding Pattern
As of May 5, 2026, the company's capital structure and shareholding pattern are as follows:
| Parameter: | Details |
|---|---|
| Authorised Share Capital: | 40,00,00,000 equity shares of INR 1.00 each |
| Issued Capital: | 16,94,82,360 equity shares |
| Paid-Up Capital: | 16,94,79,130 equity shares |
| Listed Capital (BSE): | 16,94,79,130 equity shares |
| Difference (Issued vs. Listed): | 3,230 equity shares (on account of forfeiture) |
| Shareholder Category: | No. of Equity Shares | % of Paid-Up Capital |
|---|---|---|
| Acquirers, PACs and related entities: | 12,71,08,970 | 75.00% |
| Public Shareholders: | 4,23,70,160 | 25.00% |
| Total: | 16,94,79,130 | 100.00% |
Of the total shares, 12,56,34,452 shares (74.13% of issued capital) are held in dematerialised form with NSDL, 4,24,14,526 shares (25.03%) with CDSL, and 14,30,152 shares (0.84%) are held in physical form.
Due Diligence Findings
The due diligence report covered a review period from May 3, 2024 to May 5, 2026. During this period, no change in the shareholding of the Acquirers and their related entities was observed, except for the acquisition of 1,56,519 equity shares by Mr. Surbhit Dabriwala through inheritance (transmission of shares to legal heir) from Mr. Rajendra Kumar Dabriwala. As of the date of the report, the Acquirers, PACs, and their related entities hold 12,71,08,970 equity shares, representing 75.00% of the paid-up equity share capital.
The top 25 public shareholders (excluding 5,08,800 equity shares held by the Investor Education and Protection Fund Authority, Ministry of Corporate Affairs) collectively held 2,67,05,526 equity shares, representing 15.76% of the paid-up capital as of May 5, 2026. The Acquirers and PACs have confirmed that none of the top 25 public shareholders are related to them or their related entities. The practicing company secretary certified that all buying, selling, and dealing in equity shares by the Acquirers, PACs, their related entities, and the top 25 public shareholders during the review period is in compliance with applicable provisions of securities laws.
The following table presents the transactions by the top 25 public shareholders during the review period:
| Shareholder: | Shares Held (End) | % | Shares Held (Start) | % | Shares Bought | Shares Sold | Net |
|---|---|---|---|---|---|---|---|
| Cresta Fund Limited | 52,06,374 | 3.07% | 60,46,415 | 3.57% | — | 8,40,041 | (8,40,041) |
| Griffin Growth Fund VCC | 29,97,631 | 1.77% | 4,00,000 | 0.24% | 25,97,631 | — | 25,97,631 |
| Alert Consultants & Credit Pvt. Ltd. | 28,68,360 | 1.69% | 32,03,860 | 1.89% | 5,000 | 3,40,500 | (3,35,500) |
| M7 Global Fund PCC - Aerion | 17,56,020 | 1.04% | — | — | 17,56,020 | — | 17,56,020 |
| Alpana Mundra | 16,94,697 | 1.00% | — | — | 16,94,697 | — | 16,94,697 |
| New Berry Advisors Limited | 11,75,710 | 0.69% | — | — | 15,11,061 | 3,35,351 | 11,75,710 |
| Lords Multigrowth Fund | 11,17,991 | 0.66% | — | — | 11,17,991 | — | 11,17,991 |
| Chartered Finance and Leasing Limited | 11,00,000 | 0.65% | 9,18,409 | 0.54% | 1,81,591 | — | 1,81,591 |
| Sanjay Kothari | 10,20,000 | 0.60% | — | — | 10,20,000 | — | 10,20,000 |
| Team India Managers Ltd | 9,00,811 | 0.53% | 5,32,051 | 0.31% | 9,66,977 | 5,98,217 | 3,68,760 |
| HAS Lifestyle Limited | 7,88,817 | 0.47% | — | — | 8,40,468 | 51,651 | 7,88,817 |
| Singhi Advisors & Financial Services LLP | 7,23,757 | 0.43% | 7,23,757 | 0.43% | — | — | — |
| The Royal Bank of Scotland PLC as Trustee of Jupiter India Fund | 6,11,210 | 0.36% | 82,96,624 | 4.90% | — | 76,85,414 | (76,85,414) |
| Solar Electronics Private Limited | 5,00,000 | 0.30% | 12,03,401 | 0.71% | — | 7,03,401 | (7,03,401) |
| Woodside Fashions Limited | 5,00,000 | 0.30% | 5,00,000 | 0.30% | — | — | — |
| Anantroop Financial Advisory Services Pvt. Ltd. | 4,96,404 | 0.29% | 10,20,000 | 0.60% | 4,96,404 | 10,20,000 | (5,23,596) |
| Prime India Insurance Brokers Pvt. Ltd. | 4,39,720 | 0.26% | 7,941 | 0.00% | 5,60,404 | 1,28,625 | 4,31,779 |
| Daulat Financial Services Pvt. Ltd. | 4,30,000 | 0.25% | 4,30,000 | 0.25% | 9,761 | 9,761 | — |
| Deepak Financial Services Limited | 4,20,000 | 0.25% | 4,20,000 | 0.25% | — | — | — |
| Aniruddh Mundra | 3,99,445 | 0.24% | 1,21,945 | 0.07% | 2,77,500 | — | 2,77,500 |
| Saint Capital Fund | 3,40,056 | 0.20% | — | — | 15,54,159 | 12,14,103 | 3,40,056 |
| Upsurge Investment and Finance Limited | 3,26,431 | 0.19% | — | — | 3,51,999 | 25,568 | 3,26,431 |
| Mona Russell Mehta | 3,09,871 | 0.18% | — | — | 3,09,871 | — | 3,09,871 |
| Ideas 1st Information Services Pvt. Ltd. | 3,00,000 | 0.18% | — | — | 3,00,000 | — | 3,00,000 |
| BSAS Infotech Limited | 2,82,221 | 0.17% | — | — | 2,82,221 | — | 2,82,221 |
| Total | 2,67,05,526 | 15.76% | 2,38,24,403 | 14.06% | 1,58,33,755 | 1,29,52,632 | 28,81,123 |
Next Steps
The Delisting Proposal remains subject to the following approvals before it can be implemented:
- Approval by shareholders of the company through a special resolution via postal ballot and remote e-voting.
- In-principle and final approval from BSE Limited.
- Any other third-party consents as may be required.
The company has been authorised by the Board to obtain all necessary approvals from the stock exchange and other regulatory authorities in connection with the Delisting Proposal.
Historical Stock Returns for Elpro International
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| +12.47% | +33.06% | +40.45% | +40.45% | +40.45% | +40.45% |
How might large public shareholders like Cresta Fund Limited and Griffin Growth Fund VCC vote on the special resolution, and could their collective 15.76% stake influence the delisting outcome?
What are the likely strategic plans of the Dabriwala promoter group for Elpro International following a successful delisting from BSE?
Could the fixed delisting price of INR 181.80 face challenges from dissenting public shareholders who may argue the premium over floor price is insufficient given the company's intrinsic value?
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