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.

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.