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Elpro International delisting offer at ₹181.80 in 2026

ELPROINTL

Elpro International Ltd

ELPROINTL

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What has been announced

Elpro International Limited’s promoter group has initiated a voluntary delisting offer to buy out public shareholders at a fixed price of ₹181.80 per equity share. The offer is being made by IGE (India) Private Limited and Zenox Technology Services Private Limited, which are part of the promoter group. The price is set at a 15% premium to the ₹158.07 floor price calculated under SEBI’s delisting framework. The objective is to acquire the entire public shareholding and delist the equity shares from BSE Limited, subject to meeting acceptance conditions.

Key numbers investors are tracking

The offer targets 4,23,70,160 equity shares held by public shareholders, equivalent to 25.00% of Elpro International’s paid-up equity share capital. The total consideration disclosed for the offer is ₹770,28,95,088, which works out to about ₹770.29 crore. Promoters and persons acting in concert were disclosed as holding 12.71 crore equity shares, representing 75% of the company. The delisting is structured as a fixed-price exit rather than a price-discovery mechanism, as stated in the offer details.

Tender window and how it works

Public shareholders can tender shares through the Acquisition Window Facility provided by BSE Limited. The tendering period is open from August 4, 2026, to August 10, 2026, during normal trading hours. Shareholders holding shares in dematerialised form must place tenders through their registered stockbrokers. Shareholders holding physical shares must submit original share certificates and valid transfer forms to the Registrar by 5 p.m. IST on the closing date, August 10, 2026.

Approvals already in place

The delisting proposal has cleared two major checkpoints highlighted in the disclosures. First, public shareholders approved the delisting via postal ballot that concluded on June 10, 2026, with 99.82% of votes polled in favour. The votes in favour were reported at 2,29,64,545, and the company noted that the outcome met SEBI’s voting thresholds, including the condition that votes in favour exceed votes against by at least two times. Second, BSE Limited granted in-principle approval dated July 24, 2026, under Regulation 12 of the SEBI (Delisting of Equity Shares) Regulations, 2021.

Pricing: floor price vs fixed delisting price

The floor price for the delisting was disclosed at ₹158.07 per share, determined as per SEBI Delisting Regulations. The acquirers have offered a fixed delisting price of ₹181.80 per share, which is explicitly stated as a 15% premium over the floor price. The fixed price is stated to be determined in accordance with Regulation 20A of the Delisting Regulations. This fixed-price structure matters because it sets the exit price upfront for public shareholders who tender in the window.

Conditions for delisting and what happens next

The delisting is conditional on meeting the minimum acceptance criteria under Regulation 21. Specifically, the cumulative holding of the acquirers and the promoter group must reach at least 90% of the equity share capital post-acquisition. If the acceptance condition is met, the company’s equity shares will be delisted from BSE. The disclosures also state that no application for relisting will be made for three years.

Exit option for residual shareholders

For shareholders who do not tender during the offer window, the disclosures provide for an exit window of one year post-delisting. During this period, residual shareholders can sell their shares to the acquirers at the same fixed delisting price of ₹181.80 per share. This is positioned as a post-delisting liquidity route for investors who miss the tendering window or decide later. The exit window is contingent on the delisting being successful.

What the board disclosed during the initial proposal

Elpro International had earlier informed the exchanges that its Board of Directors approved the delisting proposal, subject to shareholder approval, stock exchange approvals, and regulatory clearances. The company stated that the board considered a due diligence report and a share capital audit report before approving the proposal. It also certified that the company and the acquirers were compliant with applicable securities laws, and that the delisting proposal was in the interest of shareholders. The acquirers and persons acting in concert were disclosed to include Mr Surbhit Dabriwala and Mrs Yamini Dabriwala.

Stock price reaction highlighted in market reports

Elpro International’s shares were reported to have jumped 14.69% to ₹165.11 after the board approved the voluntary delisting proposal. Market attention also focused on the gap between the disclosed fixed delisting price of ₹181.80 and the floor price of ₹158.07. These figures were cited alongside the timeline of approvals and the planned tendering window. The price move was reported as being driven by the delisting development and the fixed-price offer structure.

Key facts table

ItemDetail
CompanyElpro International Limited
ExchangeBSE Limited
Offer typeVoluntary delisting (fixed price)
AcquirersIGE (India) Pvt Ltd, Zenox Technology Services Pvt Ltd
Persons acting in concert (PAC)Mr Surbhit Dabriwala, Mrs Yamini Dabriwala
Floor price₹158.07 per share
Fixed delisting price₹181.80 per share
Premium to floor15%
Public shares targeted4,23,70,160 shares (25.00%)
Total offer consideration₹770.29 crore
Tendering windowAugust 4 to August 10, 2026
BSE in-principle approvalJuly 24, 2026
Acceptance conditionPromoter group holding to reach at least 90% post-acquisition

Timeline of the delisting process

DateEvent
May 1, 2026Initial Public Announcement received; Motilal Oswal Investment Advisors Limited named as manager to the offer
May 8, 2026Board approved the voluntary delisting proposal (subject to approvals)
June 10, 2026Postal ballot concluded; shareholders approved the delisting (99.82% votes in favour)
July 24, 2026BSE granted in-principle approval under Regulation 12
August 4, 2026Tendering opens on BSE Acquisition Window
August 10, 2026Tendering closes; physical holders to submit documents by 5 p.m. IST

Why the delisting structure matters

A key element in this case is the fixed delisting price disclosed at ₹181.80 per share, rather than a price discovered through bidding. The acceptance threshold remains central, because the delisting can proceed only if promoter group ownership reaches at least 90% after the offer. The disclosures also spell out what happens if shareholders do not tender, through a one-year exit window at the same fixed price, once delisting is completed. For investors, the practical focus is on timelines, tendering mechanics through BSE’s acquisition window, and ensuring documentation is complete, especially for physical shareholders.

Conclusion

Elpro International’s voluntary delisting offer is now in the tendering stage, with a fixed exit price of ₹181.80 per share and a defined window from August 4 to August 10, 2026. The proposal has already received shareholder approval and BSE’s in-principle clearance, but final outcome depends on meeting the 90% post-acquisition shareholding threshold. After the tendering period closes, the next steps will hinge on acceptance levels and the subsequent delisting process at BSE, as laid out in the SEBI Delisting Regulations, 2021.

Frequently Asked Questions

The promoter group has offered a fixed delisting price of ₹181.80 per equity share, which is stated as a 15% premium over the ₹158.07 floor price.
Tendering is open on BSE from August 4, 2026, to August 10, 2026, during normal trading hours through the Acquisition Window Facility.
The offer targets 4,23,70,160 equity shares held by public shareholders, representing 25.00% of the company’s paid-up equity share capital.
Shareholders approved the delisting via postal ballot concluded on June 10, 2026, and BSE granted in-principle approval on July 24, 2026.
If the delisting is successful, residual shareholders will have an exit window of one year post-delisting to sell their shares to the acquirers at ₹181.80 per share.

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