Kunal Bahl and Rohit Kumar Bansal built stakes above 10%

Kunal Bahl and Rohit Kumar Bansal held 12.19% and 10.93%, respectively, of pre-Offer fully diluted equity capital, up from 3.96% and 2.55% two years earlier. Bahl and Bansal reached those levels through secondary purchases largely priced at Rs 4.18 per share and the June 25, 2025 exercise of 21,748,960 employee stock option plan shares each.

How did Bahl and Bansal build stakes above 10%?

Bahl and Bansal built stakes above 10% by combining purchases of existing investor-held shares with allotments under employee stock option plans. Bahl's holding rose by 38,834,880 shares, from 18,132,640 shares two years before the Red Herring Prospectus to 56,967,520 shares currently. Bansal's holding rose by 39,415,680 shares, from 11,667,040 shares to 51,082,720 shares over the same comparison.

The change was not solely a result of a changing percentage denominator. Bahl's disclosed 2024-25 secondary purchases totalled 17,085,920 shares and his June 25, 2025 option allotments totalled 21,748,960 shares, together matching his 38,834,880-share increase. Bansal acquired 17,666,720 shares through secondary purchases and received 21,748,960 option shares, together matching his 39,415,680-share increase.

An employee stock option plan, or ESOP, gives eligible employees the right to acquire company shares at a stated exercise price. On June 25, 2025, Bahl and Bansal each received 916,800 shares under ESOP 2012 and 20,832,160 shares under ESOP 2016, both recorded in the shareholding build-up at Rs 1 per share. The two allotments represented 4.66% of pre-Offer fully diluted capital for each promoter when the disclosed transaction percentages of 0.20% and 4.46% are added.

The percentages in the comparison use fully diluted capital, which includes equity shares outstanding and shares that could result from vested ESOP exercises. The two-year disclosure used 60,229,760 shares resulting from vested-option exercises, while the current top-shareholder table used 12,682,560 such shares. Thus, the stake increase reflects both the founders' larger share counts and a lower number of vested options included in the diluted capital base.

Which investor shares did Bahl and Bansal buy at Rs 4.18?

Bahl and Bansal bought most of their secondary shares from the same set of financial investors at Rs 4.18 per share between December 2024 and July 2025. On December 10, 2024, each bought 1,480,000 shares from Madison India Opportunities Trust Fund. On December 30, 2024, each acquired 100,800 shares from Peak XV Partners Principals Fund III Ltd and 1,108,800 shares from Peak XV Partners III Ltd.

The acquisitions continued with 1,905,760 shares each from Felicitas Secondary Fund II, LP on January 8, 2025, 3,989,760 shares each from Ontario Teachers' Pension Plan Board on January 20, 2025, and 2,594,400 shares each from Intel Capital Corporation on February 11, 2025. The prospectus notes that certain transfers marked with a footnote involved delays in filing Form FC-TRS, a filing for specified foreign-currency share transfers, and that a late-submission fee was paid.

The June 3, 2025 transactions created the main difference between their secondary-purchase totals. Bansal acquired 3,521,600 shares from Aquila Investments I (Mauritius) Ltd, while Bahl acquired 2,940,800 shares from Aqualia Investments (Mauritius) Ltd. Both subsequently acquired 377,600 shares from RSP Fund VI, LLC on June 27, 2025, followed on July 9, 2025 by 540,000 shares from Kersiwood South Asia and 1,064,000 shares from ru-Net South Asia.

These Rs 4.18 transactions were secondary purchases, meaning the shares transferred from existing holders rather than being newly issued by the company. In contrast, the 21,748,960 ESOP shares allotted to each promoter on June 25, 2025 increased their respective share counts through allotment. The two mechanisms therefore explain the 2024-25 ownership build-up in different ways: investor transfers changed the holders, while option exercises added shares under the ESOP schemes.

How do Bahl and Bansal compare with the largest shareholders?

Bahl and Bansal were the second- and third-largest shareholders on the stated pre-Offer fully diluted basis. Starfish I Pte. Ltd. was the largest shareholder with 140,680,480 shares, or 30.11%, compared with Bahl's 56,967,520 shares and Bansal's 51,082,720 shares. Bahl and Bansal together held 108,050,240 shares, equal to 23.12% when their disclosed percentages are added.

The three promoters, comprising Bahl, Bansal and Starfish, held 248,730,720 shares, or 53.24% of pre-Offer fully diluted capital. B2 Professional Services LLP, identified as a promoter-group entity, held another 50,776,640 shares, or 10.87%; the prospectus states the combined promoter and promoter-group holding as 64.10%. The stated concentration means that the three promoters alone held more than half of the fully diluted capital before the Offer.

The nine shareholders with at least 1% of paid-up capital held 393,231,200 shares, or 84.17%, in the current disclosure. Outside the promoter group, Nexus India Direct Investments II held 8.05%, eBay Singapore Services Private Limited held 4.83%, and FIH Business Global Pte. Ltd. held 3.73%. Two years earlier, Bahl ranked fifth at 3.96% and Bansal ranked seventh at 2.55% among the shareholders listed in the prospectus's 80% ownership aggregation.

What do the acquisition-cost disclosures mean?

The prospectus reports average acquisition costs across all current shares of Rs 3.26 per share for Bahl and Rs 3.68 per share for Bansal. Those figures cover holdings built from initial subscriptions beginning in 2007, bonus issues in December 2021, conversions, secondary purchases and ESOP allotments. They are therefore different from the Rs 4.18 price attached to the specific secondary blocks acquired during December 2024 to July 2025.

For the three-year acquisition disclosure, the prospectus presents the June 25, 2025 ESOP acquisitions at an effective Rs 0.01 per share after adjusting for a 159:1 bonus issue approved in November 2021. The promoter shareholding build-up records the actual exercise price as Rs 1 per share for the 21,748,960 shares each received under ESOP 2012 and ESOP 2016. The Rs 0.01 figure is consequently an adjusted acquisition-cost presentation, not a separate exercise payment.

The average acquisition costs were certified by B.R. & Associates, Chartered Accountants, in a certificate dated September 21, 2026. The Red Herring Prospectus states that the Offer Price was still to be determined by the company in consultation with the book running lead managers after the Bid/Offer Closing Date. Historical acquisition costs consequently do not establish the eventual Offer Price or post-Offer value of the holdings.

Conclusion

Bahl and Bansal built stakes above 10% through two identifiable mechanisms during December 2024 to July 2025: secondary acquisitions at Rs 4.18 per share and ESOP allotments of 21,748,960 shares each at a stated Rs 1 exercise price. Their combined 23.12% holding sits within the promoters' stated 53.24% pre-Offer fully diluted holding, while Starfish remains the largest shareholder at 30.11%.

The next ownership update will depend on the prospectus's final post-Offer disclosures, which were subject to finalisation of the Offer Price and Basis of Allotment. The company also states that 20% of fully diluted post-Offer capital held by promoters will be locked in for 18 months as minimum promoter contribution, while promoter holdings above that threshold will generally be locked in for six months from allotment under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations.