Elpro International Issues Postal Ballot Notice for Voluntary Delisting at INR 181.80

Elpro International Limited's Board of Directors, at its meeting held on May 8, 2026, approved a voluntary delisting proposal to delist the company's equity shares from BSE Limited. Following this, the company issued a Postal Ballot Notice on May 11, 2026, under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking shareholder approval for the Delisting Proposal through remote e-voting. The delisting is being initiated by promoter group entities I G E (India) Private Limited and Zenox Technology Services Private Limited (formerly known as Zenox Trading and Manufacturing Private Limited), collectively referred to as the Acquirers, along with Mr. Surbhit Dabriwala and Mrs. Yamini Dabriwala as persons acting in concert. The board meeting commenced at 03:00 p.m. and concluded at 04:30 p.m.

Delisting Proposal and Pricing

The Acquirers intend to acquire all 4,23,70,160 fully paid-up equity shares of the company held by public shareholders, representing 25.00% of the paid-up capital, and subsequently delist the equity shares from BSE Limited. Each equity share carries a face value of INR 1/-. The floor price and fixed delisting price have been formally determined as follows:

Parameter: Details Floor Price: INR 158.07 per equity share Fixed Delisting Price: INR 181.80 per equity share Premium over Floor Price: 15% (as per Regulation 20A of SEBI Delisting Regulations) Reference Date for Floor Price: Monday, May 4, 2026 Floor Price Certificate Issued by: M/s. SSPA & Co. (IBBI Reg. No. IBBI/RV-E/06/2020/126)

The reference date of May 4, 2026 was used as it is the trading day immediately following the Initial Public Announcement (IPA), which was made on a non-trading day, in accordance with Regulation 19A(2) of the SEBI Delisting Regulations. The fixed delisting price mechanism provides public shareholders with complete certainty as to the price at which their equity shares will be acquired, enabling a fully informed decision on known and definitive terms.

Postal Ballot and E-Voting Details

The Postal Ballot Notice has been sent electronically to members whose names appear in the Register of Members/List of Beneficial Owners as on the cut-off date of Friday, May 8, 2026, and whose email addresses are registered with the company or depositories. The resolution to be passed is a Special Resolution approving the voluntary delisting of equity shares in accordance with the SEBI (Delisting of Equity Shares) Regulations, 2021, as amended. Key e-voting timelines are as follows:

Parameter: Details E-voting Start Date: Tuesday, May 12, 2026 at 09:00 a.m. (IST) E-voting End Date: Wednesday, June 10, 2026 at 05:00 p.m. (IST) Cut-off Date: Friday, May 8, 2026 Resolution Deemed Passed On: Wednesday, June 10, 2026 E-voting Platform: National Securities Depository Limited (NSDL) Scrutinizer: Mrs. Jayshree A. Lalpuria, M/s. Jayshree A. Lalpuria & Co. (COP No.: 7109)

The Postal Ballot Notice is available on the company's website at www.elpro.co.in , on NSDL's website at www.evoting.nsdl.com , and on BSE Limited's website at www.bseindia.com . As per Regulation 11(4) of the SEBI Delisting Regulations, the special resolution shall be acted upon only if votes cast by public shareholders in favour of the Delisting Proposal amount to at least two times the number of votes cast against it.

Board Approvals and Certifications

The Board considered and took on record the due diligence report dated May 8, 2026, submitted by M/s. Janmejay Singh Rajput & Associates, Practicing Company Secretaries (COP No.: 15012, Peer Review No.: 1590/2021), as required under Regulation 10(3) of the SEBI Delisting Regulations. The board also took on record the share capital audit report dated May 8, 2026, prepared in accordance with Regulations 10(5) and 12(2) of the SEBI Delisting Regulations and Regulation 76 of the SEBI (Depositories and Participants) Regulations, 2018, covering a period of 6 months prior to the date of the board meeting.

The Board further certified the following pursuant to Regulation 10(4) of the SEBI Delisting Regulations:

The company is in compliance with applicable provisions of securities laws.

The Acquirers and their related entities are in compliance with applicable provisions of securities laws, including compliance with sub-regulation (5) of Regulation 4 of the SEBI Delisting Regulations.

In the opinion of the Board, the Delisting Proposal is in the interest of the shareholders of the company.

Capital Structure and Shareholding Pattern

As of May 5, 2026, the company's capital structure and shareholding pattern are as follows:

Parameter: Details Authorised Share Capital: 40,00,00,000 equity shares of INR 1.00 each Issued Capital: 16,94,82,360 equity shares Paid-Up Capital: 16,94,79,130 equity shares Listed Capital (BSE): 16,94,79,130 equity shares Difference (Issued vs. Listed): 3,230 equity shares (on account of forfeiture)

Shareholder Category: No. of Equity Shares % of Paid-Up Capital Acquirers, PACs and related entities: 12,71,08,970 75.00% Public Shareholders: 4,23,70,160 25.00% Total: 16,94,79,130 100.00%

Of the total shares, 12,56,34,452 shares (74.13% of issued capital) are held in dematerialised form with NSDL, 4,24,14,526 shares (25.03%) with CDSL, and 14,30,152 shares (0.84%) are held in physical form.

Due Diligence Findings

The due diligence report covered a review period from May 3, 2024 to May 5, 2026. During this period, no change in the shareholding of the Acquirers and their related entities was observed, except for the acquisition of 1,56,519 equity shares by Mr. Surbhit Dabriwala through inheritance (transmission of shares to legal heir) from Mr. Rajendra Kumar Dabriwala. As of the date of the report, the Acquirers, PACs, and their related entities hold 12,71,08,970 equity shares, representing 75.00% of the paid-up equity share capital.

The top 25 public shareholders (excluding 5,08,800 equity shares held by the Investor Education and Protection Fund Authority, Ministry of Corporate Affairs) collectively held 2,67,05,526 equity shares, representing 15.76% of the paid-up capital as of May 5, 2026. The Acquirers and PACs have confirmed that none of the top 25 public shareholders are related to them or their related entities. The following table presents the transactions by the top 25 public shareholders during the review period:

Shareholder: Shares Held (End) % Shares Held (Start) % Shares Bought Shares Sold Net Cresta Fund Limited 52,06,374 3.07% 60,46,415 3.57% — 8,40,041 (8,40,041) Griffin Growth Fund VCC 29,97,631 1.77% 4,00,000 0.24% 25,97,631 — 25,97,631 Alert Consultants & Credit Pvt. Ltd. 28,68,360 1.69% 32,03,860 1.89% 5,000 3,40,500 (3,35,500) M7 Global Fund PCC - Aerion 17,56,020 1.04% — — 17,56,020 — 17,56,020 Alpana Mundra 16,94,697 1.00% — — 16,94,697 — 16,94,697 New Berry Advisors Limited 11,75,710 0.69% — — 15,11,061 3,35,351 11,75,710 Lords Multigrowth Fund 11,17,991 0.66% — — 11,17,991 — 11,17,991 Chartered Finance and Leasing Limited 11,00,000 0.65% 9,18,409 0.54% 1,81,591 — 1,81,591 Sanjay Kothari 10,20,000 0.60% — — 10,20,000 — 10,20,000 Team India Managers Ltd 9,00,811 0.53% 5,32,051 0.31% 9,66,977 5,98,217 3,68,760 HAS Lifestyle Limited 7,88,817 0.47% — — 8,40,468 51,651 7,88,817 Singhi Advisors & Financial Services LLP 7,23,757 0.43% 7,23,757 0.43% — — — The Royal Bank of Scotland PLC as Trustee of Jupiter India Fund 6,11,210 0.36% 82,96,624 4.90% — 76,85,414 (76,85,414) Solar Electronics Private Limited 5,00,000 0.30% 12,03,401 0.71% — 7,03,401 (7,03,401) Woodside Fashions Limited 5,00,000 0.30% 5,00,000 0.30% — — — Anantroop Financial Advisory Services Pvt. Ltd. 4,96,404 0.29% 10,20,000 0.60% 4,96,404 10,20,000 (5,23,596) Prime India Insurance Brokers Pvt. Ltd. 4,39,720 0.26% 7,941 0.00% 5,60,404 1,28,625 4,31,779 Daulat Financial Services Pvt. Ltd. 4,30,000 0.25% 4,30,000 0.25% 9,761 9,761 — Deepak Financial Services Limited 4,20,000 0.25% 4,20,000 0.25% — — — Aniruddh Mundra 3,99,445 0.24% 1,21,945 0.07% 2,77,500 — 2,77,500 Saint Capital Fund 3,40,056 0.20% — — 15,54,159 12,14,103 3,40,056 Upsurge Investment and Finance Limited 3,26,431 0.19% — — 3,51,999 25,568 3,26,431 Mona Russell Mehta 3,09,871 0.18% — — 3,09,871 — 3,09,871 Ideas 1st Information Services Pvt. Ltd. 3,00,000 0.18% — — 3,00,000 — 3,00,000 BSAS Infotech Limited 2,82,221 0.17% — — 2,82,221 — 2,82,221 Total 2,67,05,526 15.76% 2,38,24,403 14.06% 1,58,33,755 1,29,52,632 28,81,123

Rationale and Next Steps

As stated in the IPA, the primary objective of the Delisting Proposal is to obtain full ownership of the company by the Acquirers, PACs, and other members of the Promoter Group, which will provide increased operational, financial, and strategic flexibility. The proposal is also expected to reduce ongoing compliance costs associated with continued listing and provide public shareholders an opportunity to realise immediate and certain value for their equity shares. The company has also applied for voluntary delisting of equity shares from The Calcutta Stock Exchange Limited, where trading is not permitted.

The Delisting Proposal remains subject to the following approvals before it can be implemented:

Approval by shareholders through a special resolution via postal ballot and remote e-voting, with votes cast in favour by public shareholders required to be at least two times the votes cast against.

In-principle and final approval from BSE Limited.

Any other third-party consents as may be required.

In the event the special resolution is passed, a detailed public announcement will be made by the Acquirers in accordance with Regulation 15 of the SEBI Delisting Regulations, followed by dispatch of the letter of offer to all public shareholders.