Elpro International Limited has issued its Letter of Offer dated July 27, 2026, formalizing the voluntary delisting of its equity shares from BSE Limited. The 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, propose to acquire all public shares at a fixed price of ₹181.80 per share. This move aims to consolidate ownership within the promoter group, providing strategic flexibility while offering public shareholders an immediate exit opportunity amid market volatility. The total consideration for the acquisition of 4,23,70,160 equity shares amounts to ₹770,28,95,088.

The delisting proposal received in-principle approval from BSE Limited on July 24, 2026, under Regulation 12 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021. Public shareholders approved the offer via a postal ballot on June 10, 2026, with votes in favor totaling 2,29,64,545, significantly exceeding the required two-thirds majority. Motilal Oswal Investment Advisors Limited serves as the Manager to the Delisting Offer, while MUFG Intime India Private Limited acts as the Registrar. The Detailed Public Announcement was published on July 27, 2026, in Financial Express, Jansatta, and Navshakti.

Key Offer Details

The fixed delisting price of ₹181.80 is determined in accordance with Regulation 20A of the Delisting Regulations, reflecting a 15% premium over the floor price. An independent registered valuer, SSPA & Co., certified the floor price at ₹158.07 per share based on the adjusted book value of consolidated financials as of May 8, 2026. The reference date for computing the floor price was May 4, 2026, the trading day following the Initial Public Announcement issued on May 1, 2026.

Tendering Process and Conditions

Public shareholders may tender their shares through the Acquisition Window Facility provided by BSE Limited during normal trading hours from August 4, 2026, to August 10, 2026. Shareholders holding shares in dematerialized form must place tenders through their registered stockbrokers, while those holding physical shares must submit original share certificates and valid transfer forms to the Registrar by 5 p.m. IST on the closing date. The Acquirers have deposited an escrow amount of ₹770,32,00,000 with Kotak Mahindra Bank Limited to secure the obligation.

The delisting is conditional upon meeting the minimum acceptance criteria under Regulation 21, requiring that the cumulative holdings of the Acquirers and Promoter Group reach at least 90% of the equity share capital post-acquisition. If successful, the equity shares will be delisted from BSE, and no application for relisting will be made for three years. Residual shareholders who do not tender their shares will have an exit window of one year post-delisting to sell their holdings to the Acquirers at the fixed delisting price.

IGE (India) Private Limited has extended the pledge over 8,64,34,355 equity shares of Elpro International Limited , representing 51% of the share capital, to secure an additional rupee term loan facility. The extension was executed in favour of CTL Trusteeship Limited, acting as the Security Trustee for the lender Kotak Mahindra Bank Limited, on July 11, 2026. The facility, amounting to INR 4,98,00,00,000, has been availed by Zenox Technology Services Private Limited and will be used for part-financing the acquisition of equity shares of the company and related expenses.

The disclosure, submitted to BSE Limited on July 14, 2026, confirms that no additional equity shares of the target company were pledged for this Additional Facility. The extension follows a Deed of Confirmation dated July 11, 2026, to the Unattested Share Pledge Agreement dated June 17, 2026. The total value of the pledged shares on the date of the agreement was INR 15,06,11,86,358.75, resulting in a security cover ratio of 3.02.

In addition to the pledge, IGE (India) Private Limited and other promoter group members have created other encumbrances over 12,71,08,893 shares, representing 75.00% of the total share capital. These encumbrances arise from contractual covenants in the Facility Agreement and Deed of Corporate Guarantee dated July 11, 2026, which may fall within the definition of encumbrance under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The total value of these shares was INR 22,14,87,24,605.25 against the facility amount of INR 498,00,00,000, yielding a ratio of 4.45.

Furthermore, IGE (India) Private Limited provided a non-disposal undertaking for 1,67,48,431 equity shares, or 9.88% of the share capital, in favour of CTL Trusteeship Limited. This undertaking was given pursuant to the debenture trust deed dated June 17, 2026, and the deed of confirmation dated July 11, 2026. The value of these shares was recorded at INR 2,91,84,14,101.75. The total promoter holding in the company stands at 12,71,08,970 shares, or 75.00% of the total share capital.

The following table summarizes the encumbrance details disclosed pursuant to Regulation 31 of the Takeover Regulations:

The disclosures were signed by Arpit Tapadia, Director of IGE (India) Private Limited, on July 14, 2026.