AdLift Marketing sellers received equity at Rs 200, later Rs 85

AdLift Marketing sellers received non-cash equity consideration in two allotments: 1,50,000 shares at Rs 200 each on March 25, 2025, followed by 9,41,177 shares at Rs 85 each on September 27, 2025 under amended purchase arrangements. Prashant Puri ultimately held 13,87,059 shares, or 8.70% of pre-offer capital.

Why did AdLift Marketing sellers receive equity at Rs 200 and later Rs 85?

AdLift Marketing sellers received equity at two prices because the issuer completed an initial share-based acquisition allotment and then a larger allotment under amended agreements. The first 1,50,000 shares were issued as consideration other than cash for the acquisition of shares of AdLift Marketing under a share purchase agreement, or SPA, dated March 19, 2025.

The March 25, 2025 private placement comprised shares with a face value of Rs 10 and an issue price of Rs 200. The September 27, 2025 private placement comprised 9,41,177 shares with a face value of Rs 5 and an issue price of Rs 85, and the prospectus links it to the amended March 19 SPA and an amended SPA dated September 15, 2025.

The two stated prices are not directly comparable without accounting for the intervening corporate actions. Between the allotments, the issuer subdivided every Rs 10 share into two Rs 5 shares through resolutions dated August 25 and August 26, 2025, then issued one bonus share for every share held on September 15, 2025. A March share issued at Rs 200 consequently became four shares after the subdivision and one-for-one bonus issue, producing a mechanical equivalent of Rs 50 per resulting share.

The later Rs 85 issue price was therefore attached to a different face value and a different post-corporate-action share count. The disclosure identifies the amended agreements and the acquisition of AdLift Marketing shares as the reason for the second allotment, but it does not provide a standalone cash valuation for either the initial or amended acquisition consideration.

How was the AdLift Marketing equity consideration divided between sellers?

AdLift Marketing equity consideration was concentrated with Prashant Puri in both allotments. In the March 25, 2025 placement, Puri received 1,35,000 of 1,50,000 shares, while Vivek Pahwa received 15,000 shares; Puri therefore received 90% of the first tranche by share count.

The September 27, 2025 allotment followed a substantially similar allocation. Puri received 8,47,059 of 9,41,177 shares and Pahwa received 94,118 shares, according to the capital-history and named-allottee tables. The larger allotment was 6.27 times the size of the March placement before adjusting the earlier shares for the subsequent subdivision and bonus issue.

Across the original transaction records, Puri received 9,82,059 shares and Pahwa received 1,09,118 shares, out of 10,91,177 shares. That distribution places 90% of the original share count with Puri, a concentration that explains why the acquisition consideration resulted in a disclosed pre-offer holding above 1% for Puri but not a separately listed 1% holding for Pahwa.

How did the subdivision and bonus issue change the first allotment?

The subdivision and bonus issue increased the number of shares attached to the March AdLift Marketing consideration without recording a new acquisition allotment. The issuer subdivided paid-up capital of Rs 3.75 crore from 37,50,000 shares of Rs 10 each into 75,00,000 shares of Rs 5 each, leaving the stated paid-up capital unchanged at Rs 3.75 crore.

The issuer then made a one-for-one bonus issue of 75,00,000 shares on September 15, 2025. This capitalisation of reserves doubled the 75,00,000 post-subdivision shares to 1,50,00,000 shares immediately before the September 27 private placement. The bonus issue was issued at nil consideration and was not described as additional consideration for AdLift Marketing.

Puri's original March allotment of 1,35,000 shares became 2,70,000 shares after the two-for-one subdivision and 5,40,000 shares after the bonus issue. Pahwa's 15,000 March shares similarly became 30,000 and then 60,000 shares. The bonus-allotment table records 2,70,000 shares for Puri and 30,000 shares for Pahwa at the intermediate post-subdivision stage.

The major-shareholder history corroborates this sequence for Puri. It records Puri with 5,40,000 shares, or 3.60% of capital, one year before the red herring prospectus date, before adding the 8,47,059 shares from the September 27 allotment.

What did the AdLift Marketing allotments do to ownership and capital?

The AdLift Marketing allotments left Puri with 13,87,059 shares, equal to 8.70% of the issuer's 1,59,41,177 pre-offer shares. His final holding combines 5,40,000 shares derived from the March allotment after the subdivision and bonus issue with 8,47,059 shares issued under the amended arrangements in September.

Puri ranked fourth among shareholders with at least 1% of pre-offer capital. Concept Communication Limited held 70,75,764 shares or 44.39%, Arnab Mitra held 38,77,936 shares or 24.33%, and Ashish Motilal Jalan held 14,36,500 shares or 9.01%; Puri's 8.70% stake was 0.31 percentage points below Jalan's holding.

The four largest holders named in that table controlled 86.43% of the 1,59,41,177 shares. Including Maple Leaf Trading and Services Private Limited and Rashmi Nitin Puctha, each with 2,50,000 shares or 1.57%, the six holders with at least 1% controlled 89.56% of pre-offer capital.

The capital history also shows how the final ownership base was reached. Outstanding shares rose from 30,00,000 after the February 27, 2024 rights issue to 37,50,000 after the March 2025 acquisition placement, 75,00,000 after the subdivision, 1,50,00,000 after the bonus issue and 1,59,41,177 after the September 27 placement. The amended-deal allotment alone added 9,41,177 shares to the 1,50,00,000 shares outstanding after the bonus issue.

Conclusion

AdLift Marketing consideration was structured as two non-cash equity allotments rather than one uniform share issue. The first tranche was subsequently affected by a two-for-one subdivision and a one-for-one bonus issue, while the second and larger tranche was made under amended purchase agreements. Together, those steps produced Puri's 13,87,059-share holding and 8.70% pre-offer stake.

What remains unresolved in the disclosure is the standalone value assigned to the acquired AdLift Marketing shares and the commercial basis for the amended consideration. The prospectus identifies the March 19, 2025 SPA and amendments referenced on September 15, 2025, but gives no separate acquisition valuation or detailed terms beyond the two equity allotments.