Elpro International Ltd

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.

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.

Delisting outcome and key details

• Acquirers: IGE (India) Private Limited and Zenox Technology Services Private Limited; PACs: Surbhit and Yamini Dabriwala.
• Promoter group intends to acquire all public shares and delist from BSE under SEBI Delisting Regulations.
• Fixed-price delisting tender period ran from Aug 4 to Aug 10, 2026.
• Outcome announced Aug 10: minimum tender threshold met; delisting offer is successful.
• Post-offer holdings by Acquirers and promoter group exceed 90% of issued shares (excluding inactive).
• Post Offer PA dated Aug 11, 2026; published Aug 12, 2026 in Financial Express, Jansatta.
• LOF dispatched to Public Shareholders on July 27, 2026.
• Newspaper disclosures: Financial Express (English), Jansatta (Hindi), Navshakti (Marathi).
• Regulatory filing indicates fixed-price delisting completed per Regulation 17(3).
• All terms and notices align with SEBI Delisting Regulations; no price details in this summary.

Meeting Details

• Date: August 14, 2026; time and venue not disclosed.

Key Agenda Items

• To approve unaudited standalone and consolidated financial results for quarter ended June 30, 2026, with Limited Review Reports.

Other Notes

• Trading window closed for designated persons and immediate relatives from July 1, 2026 till 48 hours after announcement.

Delisting outcome

• Delisting offer opened Aug 4, 2026 and closed Aug 10, 2026.
• Fixed delisting price set at Rs 181.80 per share; floor price Rs 158.07.
• Delisting offer size: 4,23,70,160 equity shares.
• Total tendered shares: 3,05,45,122 across 745 bids at Rs 181.80.
• Post-offer promoter group stake rises to 93.30% of remaining 16,89,69,370 shares.
• Total remaining shares after delisting: 16,89,69,370; 90% threshold is 15,20,72,433.
• Regulation 21 criteria met; post-offer holdings exceed 90% despite two physical tenders lacking documentation.
• The Acquirers will pay successful shareholders per Regulation 24 and settlement calendar.
• Post-offer public announcement will be published as per Regulation 17(4).

Acquisition overview

• Target: GMM Pflauder Limited, Industrial Products, presence in India.
• FY25-26 turnover: INR 3,523.94 crore; PAT: INR 45.07 crore.
• Consolidated turnover for last 3 years: INR 3,569.01 crore.
• Incorporation: 17 November 1962.
• Business: process technologies and systems for reaction, mixing, filtration, sealing, heat transfer.
• Rationale: Investment purpose.
• Related party: not a related party transaction.
• Consideration: cash; INR 10.00 crore.
• Share acquisition: 1,03,745 equity shares; previous holding Nil; total 1,03,745.
• Completion timeline: not specified.
• Regulatory approvals: not applicable.

IDC delisting recommendation

• IDC met July 28, 2026 and provided reasoned recommendations for the Delisting Offer.
• A copy of the IDC Recommendation and voting pattern were attached.
• IDC Recommendation published in Financial Express, Jansatta, Navshakti.
• The Company forwarded a copy to Motilal Oswal Investment Advisors Limited, the Manager to the Delisting Offer.
• IDC Recommendation will be available on the Company's website.

Delisting offer overview

• Delisting offer to acquire all public shares and delist Elpro from BSE.
• Fixed price ₹181.80 per share; floor price ₹158.07 per share.
• Offer to buy 4,23,70,160 shares (25%) from public.
• Tendering window: Aug 4–10, 2026; payment around Aug 12, 2026.
• Escrow funds ₹770.28 crore; Kotak Mahindra Bank as escrow bank; bank guarantee ₹770.32 crore.
• Manager Motilal Oswal Investment Advisors; Buying Broker Motilal Oswal Financial Services.

Approvals and ownership

• Shareholders approved delisting by postal ballot on June 10, 2026; results declared June 12.
• BSE in-principle approval received on July 24, 2026.
• Target promoter group holds 100% equity; 16.95 crore paid-up shares outstanding.
• Delisting implies a three-year no-listing window; future listing treated as fresh.

Delisting proposal

• Promoter group intends to acquire all public shares and delist Elpro International from BSE.
• Delisting is being pursued under the Delisting Regulations, Detailed Public Announcement dated July 25, 2026.
• Acquirers include IGE (India) Private Limited and Zenox Technology Services Private Limited, acting with PACs.
• Motilal Oswal Investment Advisors Limited is the Manager to the Delisting Offer.
• DPA published in Financial Express, Jansatta, and Navshakti on July 27, 2026.
• Exchange listing remains limited to BSE; proposal seeks shareholders' approval through the delisting offer.
• Manager contact: delistings@motilaloswal.com with Ronak Shah / Shashank Pisat.