Nature of Disclosure: Regulatory filing pursuant to Regulation 30 of SEBI LODR Regulations, 2015, detailing outcomes of the Board of Directors meeting held on August 13, 2026.

Key Decisions and Actions:

1. Discontinuation of Proposed Merger and New Acquisition Structure

The Board of Directors considered the matter relating to the proposed merger/amalgamation of Ricardo Elevators Private Limited ("Ricardo") with L. T. Elevator Limited, pursuant to a binding Term Sheet entered into and communicated on January 09, 2026. The Board decided to discontinue the proposed merger to expedite the implementation and achieve strategic objectives more efficiently. The Board approved the cancellation of the binding Term Sheet. Instead, the Board decided to pursue an alternative transaction structure by acquiring 100% of the equity shareholding of Ricardo Elevators Private Limited, subject to applicable approvals. The revised structure is intended to provide greater flexibility and efficiency while enabling complete ownership and control of Ricardo, without altering the underlying strategic intent.

2. Approval of Share Purchase Agreement and Preferential Issue

The Board approved the execution of a Share Purchase Agreement for the acquisition of 100% of the issued, subscribed, and paid-up equity share capital of Ricardo Elevators Private Limited from its existing shareholders on a fully diluted basis through a share swap.

Consequently, the Board approved a preferential issue of equity shares for consideration other than cash. The approval is for the issue, offer, and allotment of up to 4,61,000 (Four Lakh Sixty-One Thousand) Equity Shares of the face value of ₹10/- each.

Key Terms of Preferential Issue:

  • Issue Type: Preferential issue for consideration other than cash (share swap)
  • Number of Shares: Up to 4,61,000 Equity Shares
  • Face Value: ₹10 per share
  • Issue Price: ₹281.86 per share (including a securities premium of ₹271.86 per share)
  • Aggregate Consideration: Up to ₹12,99,37,460/- (Rupees Twelve Crore Ninety-Nine Lakh Thirty-Seven Thousand Four Hundred Sixty Only)
  • Purpose: To discharge the purchase consideration for the acquisition of Ricardo's entire share capital
  • Approvals Required: Subject to approval of the company's members and other requisite regulatory and statutory authorities
  • Compliance: To be undertaken in accordance with the Companies Act, 2013, SEBI ICDR Regulations, 2018, and other applicable laws

Share Allocation to Ricardo Shareholders:

The 4,61,000 equity shares will be allotted to the following shareholders of Ricardo:

  • Muralidharan Akshaya: 46,100 shares (0.21% post-issue holding)
  • Chandrakala Kallepelli: 1,84,400 shares (0.85% post-issue holding)
  • Prathyusha Peddeham: 46,100 shares (0.21% post-issue holding)
  • Deepika Hemnani: 1,84,400 shares (0.85% post-issue holding)

The equity shares will be subject to lock-in as prescribed under SEBI ICDR Regulations and additional contractual lock-in restrictions per the Share Purchase Agreement.

3. Determination of Relevant Date

The Board determined Monday, August 10, 2026, as the Relevant Date, being the date thirty days prior to the date on which the meeting of shareholders is held to consider the proposed preferential issue, pursuant to Regulation 161 of ICDR Regulations.

4. Borrowing Authorization

The Board authorized borrowing money pursuant to Section 180(1)(c) of the Companies Act, 2013.

5. Auditor Appointments

  • Internal Auditor: Appointed M/s. A. Singhi & Co, Chartered Accountants as Internal Auditor for FY 2026-27. The firm was established in 1987 and has over 70 professionals with expertise in audit, assurance, taxation, regulatory compliance, and corporate advisory services.
  • Secretarial Auditor: Appointed M/s Himanshu SK Gupta & Associates, Practicing Company Secretaries, Ahmedabad as Secretarial Auditor for FY 2026-27. The firm is peer-reviewed and specializes in secretarial audits, corporate law advisory, SEBI compliance, and capital market transactions.

No relationships exist between the directors and the appointed audit firms.

6. Annual General Meeting and Related Approvals

The Board considered and approved several items related to the 18th Annual General Meeting (AGM):

  • Approved the Board's Report along with all annexures including the Management Discussion and Analysis Report for FY 2025-2026
  • Approved holding the 18th AGM on Wednesday, September 9, 2026, at 2:00 PM through Video/Audio Conferencing
  • Approved Friday, August 14, 2026, as the cut-off date for determining shareholders for dispatch of the AGM Notice
  • Approved Wednesday, September 2, 2026, as the cut-off date for determining shareholders eligible for e-voting and attending the AGM
  • Approved the e-voting period from Saturday, September 5, 2026, at 9:00 AM to Tuesday, September 8, 2026, at 5:00 PM
  • Appointed FCS Himanshu Surendrakumar Gupta (ICSI M. No.: F12183, CP No.: 22596) of M/s. Himanshu S K Gupta and Associates as scrutinizer for remote e-voting
  • Approved the Notice of the 18th AGM
  • Approved the 18th Annual Report of the company

Annexure Details: Acquisition of Ricardo Elevators Private Limited

Target Entity: Ricardo Elevators Private Limited, incorporated on May 27, 2024, with registered office in Hyderabad, Telangana. Paid-up share capital: ₹5,00,000.

Business: Engaged in assembly, purchase, sale, import, and export of elevators, lift systems, spare parts, and related accessories for residential, commercial, industrial, and institutional use. Turnover: ₹4.04 crores (FY 2025) and ₹12.08 crores (FY 2026).

Acquisition Details:

  • Shares Acquired: 50,000 equity shares representing 100% of Ricardo's issued and paid-up share capital
  • Consideration: Share swap (no cash consideration)
  • Purpose: To strengthen L.T. Elevator's strategic position by establishing and expanding a Business-to-Consumer (B2C) business model with pan-India distribution capability
  • Impact: Ricardo will become a wholly-owned subsidiary of L.T. Elevator Limited
  • Expected Completion: Within 120 days, subject to fulfillment of conditions precedent and regulatory approvals
  • Related Party Status: Not a related party transaction; promoters/promoter group have no interest in Ricardo
  • Special Rights: Includes right to nominate directors on Ricardo's board, contractual lock-in restrictions on consideration shares, and continuation conditions for key employees

Regulatory References:

  • Filed pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Reference to SEBI Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Preferential issue to comply with Chapter V of SEBI ICDR Regulations, 2018

Financial Impact: The acquisition involves the issuance of equity shares worth ₹12,99,37,460 as consideration, resulting in dilution of existing shareholding. The specific impact on financial statements is not quantified in the disclosure.

Capital Structure Impact: The preferential issue will increase the issued share capital by 4,61,000 equity shares of ₹10 face value each. Post-issue shareholding of the new allottees will range from 0.21% to 0.85% on a diluted basis.

Effective Dates: Board decisions were made on August 13, 2026. The acquisition is expected to be completed within 120 days subject to approvals. The AGM is scheduled for September 9, 2026.

Parties Involved: L.T. Elevator Limited, Ricardo Elevators Private Limited, shareholders of Ricardo (Muralidharan Akshaya, Chandrakala Kallepelli, Prathyusha Peddeham, Deepika Hemnani), audit firms (M/s. A. Singhi & Co, M/s Himanshu SK Gupta & Associates).

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