Abhishek Agarwal’s Stake Fell to 26.09% Ahead of IPO

Abhishek Agarwal remained the company’s largest shareholder ahead of its initial public offering, or IPO, but his fully diluted stake fell from 31.32% on August 23, 2024 to 26.09% at the Red Herring Prospectus date. Agarwal held 1.91 crore equity shares, while public shareholders represented 73.66% of fully diluted capital.

Why did Abhishek Agarwal’s stake fall to 26.09% ahead of IPO?

Agarwal’s fully diluted holding declined by 5.23 percentage points over two years because the denominator used for ownership expanded and the shareholder mix changed through conversions, employee stock options, secondary transfers and a bonus issue. The August 23, 2024 comparison assumed conversion of compulsorily convertible preference shares and Class 1 compulsorily convertible preference shares, or Class 1 CCPS, into equity shares.

The current 26.09% measure is Agarwal’s share of pre-issue paid-up equity capital on a fully diluted basis. Fully diluted basis means the calculation includes equity shares that could arise from vested options under ESOP 2024, the employee stock option plan. The prospectus reports 1.91 crore shares for Agarwal and 7.32 crore shares on the fully diluted basis, compared with 6.82 crore issued equity shares.

The reported equity-share counts for 2024 and 2025 predate the August 30, 2025 bonus issue, while the 2026 figure reflects the post-bonus structure. The fully diluted percentages are therefore the more comparable measure across the three dates. A direct comparison of the reported share counts would omit the effect of 999 bonus equity shares issued for every one equity share held.

How did conversions and the bonus issue affect Abhishek Agarwal’s stake?

Conversions and the August 2025 bonus issue changed the capital structure underlying Agarwal’s ownership percentage. The promoter shareholding history records equity-share allotments to Agarwal on March 16, 2023 and August 14, 2024 following conversion of compulsorily convertible preference shares. The consideration for those converted shares had been paid when the preference shares were issued, so no consideration was paid upon conversion.

As of the Red Herring Prospectus date, the company reported no outstanding preference shares or compulsorily convertible debentures. That differs from the August 2024 and August 2025 historical ownership tables, which assumed conversion of compulsorily convertible preference shares and Class 1 CCPS. The current shareholding pattern instead shows 49.70 lakh equity shares underlying outstanding convertible securities, warrants and ESOPs within the public category.

The August 30, 2025 bonus issue gave 999 equity shares for every one share held. Agarwal received 1.91 crore bonus shares at nil acquisition price, taking his stated holding to 1.91 crore shares. Payal Kumari Agarwal received 1.60 lakh bonus shares and Priyanka Agarwal received 19,980 bonus shares, showing that the issue expanded holdings across existing shareholders rather than changing Agarwal’s stake by itself.

The 26.09% fully diluted figure will continue to depend on the treatment of vested ESOP 2024 options until they are exercised or lapse. The prospectus leaves post-issue shareholding blank because it will be updated after actual subscription, the issue price and the basis of allotment are finalised.

How widely is the company held before the IPO?

Public shareholders held 4.90 crore fully paid equity shares, or 71.74% of issued equity shares, before the IPO. On a fully diluted basis, the public category held 5.39 crore shares, or 73.66%, after including the 49.70 lakh shares underlying disclosed convertible securities, warrants and ESOPs.

Promoter and promoter-group shareholders held 1.93 crore shares, or 28.26% of issued capital and 26.34% of fully diluted capital, based on the beneficial-position, or BENPOS, data dated August 21, 2026. The company reported 1,126 shareholders and 6.82 crore issued equity shares, all held in dematerialised form, meaning in electronic rather than physical certificate form.

Agarwal’s 26.09% remained substantially larger than any named public stake. Volrado Venture Partners Fund II held 20.45 lakh shares, or 2.79% on a fully diluted basis, followed by Abhinav Agarwal with 15.88 lakh shares, or 2.17%. The other eight named top public holders ranged from 1.86% to 1.37%.

The top 10 public shareholders together held 1.29 crore shares, or 17.63% of fully diluted capital. Other public shareholders held 3.60 crore shares, or 49.24%. This split indicates that the public holding was dispersed beyond the largest disclosed investors, while Agarwal remained the largest individual shareholder.

Which transactions changed Abhishek Agarwal’s shareholder position?

Agarwal’s shareholding history records secondary transfers as well as conversion allotments. In March and April 2023, he transferred shares to Valuequest S C A L E Fund, Singularity Growth Opportunities Fund I and Mrudula Sushilkumar Parekh at a reported transfer price of Rs 2.50 lakh per equity share. Secondary transfers redistribute existing shares and do not increase the company’s share capital.

The promoter history also lists transfers during 2024 and 2025 to holders including Kairos Ventures LLP, C. Mackertich Private Limited, Ramesh Hariharan, Pankaj K. Mehta, Nina Pankaj Mehta, SR Solitaire LLP, Sudha Commercial Company Limited, Bodhivriksha Engineers LLP and Munjal Mavjibhai Lakhani. The listed 2024 transfers were at Rs 4 lakh per equity share, while August 2025 transfers were listed at Rs 5 lakh per equity share.

The composition of large holders also changed between August 2024 and the prospectus date. Jitender Kumar Bansal held 3.68% on a fully diluted basis in August 2024, including 2,400 convertible securities, while Volrado held 3.12%. At the prospectus date, Volrado held 2.79% and Jitender held 1.65% in the major-shareholder table.

Agarwal’s 1.91 crore shares were fully paid and held in dematerialised form before the Red Herring Prospectus filing. None was pledged at that date. The absence of a pledge identifies the shares’ encumbrance status, while the 26.09% stake is determined by the fully diluted share-capital denominator.

What lock-in will apply to Abhishek Agarwal’s shares after allotment?

At least 20% of the company’s fully diluted post-issue equity capital held by Agarwal must be locked in for 18 months from allotment as minimum promoter contribution under the Securities and Exchange Board of India, or SEBI, Issue of Capital and Disclosure Requirements, or ICDR, Regulations. Any promoter holding above 20% of fully diluted post-issue capital is subject to a further six-month lock-in under the disclosed framework.

The Red Herring Prospectus leaves the exact number of shares forming the minimum promoter contribution blank for later update in the prospectus. Agarwal has agreed not to sell, transfer, charge, pledge or otherwise encumber those shares from the filing date until the applicable lock-in expires, except where the SEBI ICDR Regulations permit an action.

The company also states that its entire pre-issue equity share capital will generally be locked in for six months from allotment, subject to stated exemptions. Equity shares held by the promoter and locked in under the regulations may be pledged only in specified circumstances, including qualifying loans from scheduled commercial banks, public financial institutions, certain non-banking financial companies or housing finance companies.

Conclusion

Agarwal’s stake fell from 31.32% to 26.09% on a fully diluted basis as the company’s capital structure moved from assumed preference-share conversions to a larger equity base with ESOP-related dilution, public shareholdings and a 999-for-one bonus issue. Despite that decline, Agarwal retained the largest disclosed holding, while public shareholders controlled 73.66% of fully diluted capital.

The next update to watch is the prospectus disclosure of post-issue ownership and the exact minimum promoter contribution. Those figures depend on the actual subscription, issue price and basis of allotment, while the disclosed plan requires the applicable minimum promoter contribution to remain locked in for 18 months from allotment.