Key Quantitative Figures

  • Total Offer Shares: 4,23,70,160 Equity Shares (25.00% of paid-up capital)
  • Fixed Delisting Price: ₹181.80 per Equity Share
  • Total Consideration Amount: ₹770,28,95,088
  • Floor Price: ₹158.07 per share (as certified by independent valuer)
  • Promoter Holding Pre-Offer: 12,71,08,970 shares (75.00%)
  • Paid-up Equity Share Capital: ₹16,94,79,130 (16,94,79,130 shares of ₹1 each)
  • Authorized Share Capital: ₹40,00,00,000 (40,00,00,000 shares of ₹1 each)

Dates of Action

  • Initial Public Announcement: May 1, 2026
  • Board Approval: May 8, 2026
  • Shareholder Approval (Postal Ballot): June 10, 2026
  • BSE In-principle Approval: July 24, 2026
  • Specified Date for Shareholder List: July 24, 2026
  • Tendering Opening Date: August 4, 2026
  • Tendering Closing Date: August 10, 2026
  • Last Date for Revision/Withdrawal: August 7, 2026
  • Proposed Payment Date: August 12, 2026

Parties Involved

Acquirers:

  • I G E (India) Private Limited (Acquirer 1) - holds 11,50,46,326 shares (67.88%)
  • Zenox Technology Services Private Limited (Acquirer 2) - holds 0 shares

Persons Acting in Concert (PACs):

  • Mr. Surbhit Dabriwala (PAC 1) - holds 3,97,800 shares
  • Mrs. Yamini Dabriwala (PAC 2) - holds 56,219 shares

Manager to Offer: Motilal Oswal Investment Advisors Limited

Registrar to Offer: MUFG Intime India Private Limited (formerly Link Intime India Private Limited)

Buying Broker: Motilal Oswal Financial Services Limited

Escrow Bank: Kotak Mahindra Bank Limited

Independent Valuer: SSPA & Co. (IBBI Registration No. IBBI/RV-E/06/2020/126)

Process and Conditions

  • Minimum Acceptance Condition: Acquisition must result in promoters holding 90% or more of equity share capital
  • Tendering Mechanism: Through BSE Acquisition Window Facility (Offer to Buy)
  • Settlement: Through stock exchange mechanism similar to secondary market trades
  • Escrow Arrangement: Bank guarantees of ₹770,32,00,000 provided by Kotak Mahindra Bank
  • Exit Window: Residual shareholders can tender shares at fixed price for one year post-delisting

Financial Impact

  • Maximum Cash Outflow: ₹770,28,95,088 if all public shares tendered
  • Tax Implications: STT applicable; capital gains tax as per Income-tax Act, 2025
  • No Dilution Impact: No new shares being issued

Shareholding Pattern (as of July 17, 2026)

  • Promoter & Promoter Group: 75.00% (12,71,08,970 shares)
  • Public Shareholders: 25.00% (4,23,70,160 shares)
  • Foreign Portfolio Investors: 7.01%
  • Bodies Corporate: 8.21%
  • Resident Individuals: 8.05%
  • NRIs: 0.42%
  • Others: 1.31%

Company Background

Elpro International Limited is engaged in:

  • Manufacturing of electrical equipment (lightning arresters, varistors, etc.)
  • Real estate development and leasing
  • Investments in financial instruments
  • Trading activities
  • Power generation from windmills

Key Financials (Consolidated)

FY 2026:

  • Profit Before Tax: ₹10,038.73 lakhs
  • Profit After Tax: ₹8,737.49 lakhs
  • Total Assets: ₹3,61,794.57 lakhs
  • EPS: ₹5.16

FY 2025:

  • Profit Before Tax: ₹7,426.60 lakhs
  • Profit After Tax: ₹6,611.12 lakhs
  • Total Assets: ₹3,40,111.87 lakhs
  • EPS: ₹3.90

Risk Factors

  • No assurance on future financial performance of Target Company
  • Possible delays in delisting process beyond scheduled dates
  • Tax implications for shareholders accepting offer
  • Completion risks applicable to similar transactions

Documents Available for Inspection

  • Initial Public Announcement (May 1, 2026)
  • Valuation Report (May 8, 2026)
  • Board Resolution (May 8, 2026)
  • Due Diligence Report and Share Capital Audit Report
  • Postal Ballot Results
  • Escrow Agreement (June 15, 2026)
  • BSE In-principle Approval (July 24, 2026)
  • Independent Directors' Recommendation