Elpro International Ltd

AGM Details

• 63rd AGM held September 30, 2026 at 9:00 a.m. in Mumbai.
• Mode: physical meeting with remote e-voting facility.
• Chair: Independent Director chaired the meeting.
• Remote e-voting opened September 27 and closed September 29, 2026.
• Poll conducted; ballot papers available for physical voting.
• Notice and reports taken as read; audits discussed.
• Delisting status update from CSE and BSE discussed.
• Voting results to be announced within two working days and uploaded online.

Key Resolutions

• Adoption of Audited Financial Statements for the year ended March 31, 2026.
• Ordinary: Re-appointment of director retiring by rotation.

Voting Results

• Combined results of remote voting and poll are pending announcement.
• Final results to be uploaded on company and stock exchange sites.

Elpro International Ltd trading window closed from October 1, 2026 and will reopen after 48 hours of the announcement of the unaudited financial results for the quarter and half year ended September 30, 2026.

Book closure and AGM

• Intimation of book closure and 63rd AGM for Elpro International Ltd.
• Book closure from Thursday, September 2026 to Wednesday, September 2026 inclusive.
• 63rd AGM on September 30, 2026 at 9:00 a.m.
• Venue: Queens Hall, National Sports Club of India, Worli, Mumbai.
• Issuer: Elpro International Ltd; Scrip code 504000.

Overview

• Standalone BRSR for Elpro International Limited for FY2025-26.
• Main activities: Real estate (68.78% turnover) and wholesale metals (27.87%).

Key ESG Risks & Opportunities

• Energy management is a material risk due to high asset energy use and costs.
• Mitigation includes LED lighting, solar, audits, and efficiency measures.
• Water management is a material risk; mitigation includes low-flow fixtures, audits, and rainwater harvesting.
• Opportunities from fair business practices, diversified investments, and high customer satisfaction.
• Financial implications: no adverse impact observed in FY2025-26.

Governance & Policy Highlights

• Board oversight: ESG monitored by Board with CSR, Audit, and Risk Committees.
• Policies include Code of Conduct, Whistle Blower, Vigil Mechanism, POSH and RPT framework.
• ISO 9001:2015 certification obtained for manufacturing division.
• No external assurance; no material non-compliance reported.

Social Responsibility & Workforce

• Total employees 55; 55 permanent; 52 male, 3 female; no differently abled.
• Turnover FY2025-26: permanent 20.00%; male 19.23%, female 33.33%.
• Well-being expenditure: 0.05% of revenue.
• LTIFR: zero; no safety incidents or fatalities; regular fire safety training.
• Retirement benefits: PF 23.64% of employees; ESI 9.09%; Gratuity 100%.
• Grievance mechanisms include Vigil Mechanism, Whistle Blower and Internal Complaints Committee.
• CSR turnover ₹16,903.08 Lakhs; CSR surplus ₹217.71 Lakhs offset ₹29.27 Lakhs.

Environmental Performance

• Total energy consumption ~18.29 million MJ; intensity 0.011 MJ/rupee turnover.
• Renewable energy: rooftop solar 898 kWp; LED and energy-efficiency measures.
• GHG emissions: Scope 1 32.62 t CO2; Scope 2 2,612.30 t CO2; total 2,644.92 t CO2.
• Water: withdrawal 72,174.40 kl; consumption 14,434.88 kl; discharge 57,739.52 kl; 325 KLD STP.
• Waste: wet 77.46 t; dry 41.24 t; total 118.70 t; compost 77.46 t.
• Green Credits: 14; no hazardous waste; ISO 9001 certified.

Stakeholder Engagement & Complaints

• Stakeholders: employees, investors, shareholders, customers, vendors, communities/NGOs.
• Engagement channels: meetings, emails, website; frequency: regular or annual.
• Grievance mechanisms include emails, SCORES for shareholders, Whistle Blower, Internal Complaints Committee.
• FY2025-26 complaints: none filed in communities, investors, shareholders, or customers.

Other Notable Metrics

• Related-party transactions: purchases 22.21 Lakh; sales 1.27%; loans 28.84 Lakh; investments Nil.
• Exports contribute ~0.11% of turnover.
• Member of Shopping Centre Association of India (SCAI).
• Public policy advocacy: none conducted in the year.
• Cybersecurity policy in place; 14 Green Credits.
• No external assurance for this report.

Financial performance

• Consolidated total income: 59,314.76 Lakhs.
• Consolidated PAT: 8,737.49 Lakhs.
• Dividend for FY2025-26 not declared.

Debt & liquidity

• Consolidated total debt ₹1,18,937.86 Lakhs.
• Cash ₹4,059.25 Lakhs.
• Net debt to equity 0.57x.

Segments & geography

• External revenue ₹52,814.25 Lakhs.
• India revenue ₹52,786.14 Lakhs.
• Outside India revenue ₹28.11 Lakhs.

Capital expenditure

• Capex ₹12,127.28 Lakhs.

Target overview

• Quest Academy Limited is a Mumbai-based real estate company (CIN U70100MH1995PLC089149) in India.
• Incorporated June 5, 1995; registered office Colaba, Mumbai.
• Net worth FY2025-26: Rs 2.90 crore.
• Turnover from operations: Nil; other income: Nil (FY2025-26).
• Rationale: Quest will become wholly owned subsidiary of Elpro Realty Private Limited.
• Industry: Real estate; country presence: India.

Deal terms

• Fresh acquisition of 33,00,000 equity shares representing 100% stake in Quest.
• Acquisition price: INR 186.12 crore; cash consideration.
• Post-acquisition ownership: 100% stake in Quest.

Related party & control

• Not a related party transaction.

Regulatory approvals

• Regulatory approvals: not applicable.

Timeline & conditions

• Indicative completion timeline not specified.

Promoter-share encumbrance events

• Event Overview: Creation and later release of promoter-share encumbrances.
• Target: Elpro International Limited.
• Encumbrance types: pledge, non-disposal undertaking, collateral for debentures.
• Promoter holding: 12,71,08,970 shares (75.00%).
• Encumbered shares: 12,71,08,893 (99.99% of promoter holding).
• Promoters involved: IGE (India) Private Limited and other promoter group members.
• Encumbrance in favour of CTL Trusteeship Limited.
• Lenders: Kotak Mahindra Bank Limited; DSP Finance Private Limited.
• Reasons: security for Zenox loan facility and for debentures.
• IGE pledge: 9,82,97,894 shares (58%).
• Zenox facility pledge: 8,64,34,355 shares (51%).
• Total encumbrance for IGE: 11,50,46,326 shares (67.88%).
• Total facilities: INR 120 Cr (IGE pledge); INR 300 Cr (Zenox debentures).
• Creation dates: June 17, 2026; June 19, 2026; June 22, 2026; July 11, 2026.
• Release: June 23, 2026; 1,18,63,539 shares released.
• End use: part-finance acquisition of Elpro shares.
• No further pledges for Additional Facility; non-dilution covenants exist.
• Governance: no change in control indicated.

Financial results approved

• Unaudited standalone and consolidated Q1 FY2026 results approved for quarter ended 30 June 2026.
• Standalone revenue from operations: ₹3,329.93 lakhs.
• Consolidated revenue from operations: ₹13,869.98 lakhs.
• Standalone net profit after tax: ₹916.27 lakhs; consolidated net profit after tax: ₹11,613.50 lakhs.
• Standalone EPS: ₹0.54; consolidated EPS: ₹6.85.
• Limited Review Reports by statutory auditors reviewed with results; available on company website.

Delisting and regulatory actions

• CSE delisting completed; effective 10 July 2026.
• Voluntary delisting offer for BSE underway; final BSE approval pending.

Transaction context

• Target: Elpro International Limited.
• Acquirers: IGE (India) Private Limited and Zenox Technology Services Private Limited (promoter group).
• PACs: Surbhit Dabriwala and Yamini Dabriwala (promoter group).
• Transaction: voluntary delisting offer.

Pre-transaction holding

• Acquirers+PACs held 12,71,08,970 shares (75.00%).

Acquisition details

• Shares acquired: 3,05,45,122 (18.02%).
• Date: 12 August 2026.
• Mode: delisting offer pursuant to voluntary delisting.

Post-transaction holding

• Post-holding: 15,76,54,092 shares (93.02%).

Capital context

• Pre/post equity share capital: Rs 16,94,79,130.
• Total diluted capital: Rs 16,94,79,130.