Bombay Coated’s Gupta directors hold 97.78% and lease premises

Bombay Coated’s three Gupta executive directors hold 97.78% of pre-issue equity capital on a fully diluted basis, combining ownership with all three executive board roles. The promoter family also leases the Bhiwandi facility and a Mumbai office to Bombay Coated from January 1, 2026 through December 31, 2030.

Who controls Bombay Coated before the issue?

Bombay Coated is controlled before the issue by Managing Director Nitin Vijaykumar Gupta, Chairman and Whole-time Director Vijaykumar Himatlal Gupta, and Whole-time Director Bhawna Nitin Gupta, who together hold 97.78% of pre-issue equity capital on a fully diluted basis. Fully diluted basis is the company’s stated measure of share capital after considering its applicable diluted capital base.

Nitin Gupta holds 31,679,840 equity shares, or 78.22% of the pre-issue capital. Vijaykumar Gupta and Bhawna Gupta each hold 3,960,000 shares, or 9.78% apiece. The three executive positions therefore correspond with the three largest disclosed director holdings.

The disclosed family relationships identify Vijaykumar Gupta as Nitin Gupta’s father and Bhawna Gupta’s father-in-law. Nitin Gupta and Bhawna Gupta are spouses. The 97.78% stake is consequently held by family members who also occupy every executive directorship on the six-member board.

How is Bombay Coated’s board structured alongside Gupta control?

Bombay Coated has six directors, comprising one managing director, two whole-time directors and three independent directors. The company says this composition complies with the Companies Act, 2013 and the Securities and Exchange Board of India, or SEBI, Listing Regulations as of the Red Herring Prospectus date.

Independent Directors Neelam Tater, Mihen Halani and Hemant Ostwal were appointed on March 21, 2025, each for a five-year term ending March 21, 2030. Their appointments created three independent board positions but did not change the disclosed 97.78% pre-issue holding of the three Gupta executive directors.

A March 21, 2025 board resolution provides for sitting fees of Rs 30,000 per board or committee meeting for independent directors. Bombay Coated reported nil remuneration for all three independent directors in Fiscal 2026, compared with Rs 18 lakh for Vijaykumar Gupta, Rs 30 lakh for Nitin Gupta and Rs 18 lakh for Bhawna Gupta.

The Audit Committee, constituted on March 21, 2025, comprises Hemant Ostwal as chairman, Neelam Tater and Mihen Halani as members, and Nitin Gupta as a member. Its charter says related-party transactions must be approved only by the independent directors on the committee, while other members must recuse themselves from related discussions. That procedure applies to arrangements such as the disclosed leases with promoter-family landlords.

Which Bombay Coated premises are leased from the Gupta family?

Bombay Coated leases its Bhiwandi facility from Nitin Gupta and its Mumbai administrative office from Vijaykumar Gupta and Sunita Vijaykumar Gupta, a promoter-group member. Both leave-and-license arrangements run for five years, from January 1, 2026 to December 31, 2030.

Nitin Gupta, Bombay Coated’s managing director and promoter, is the lessor of Godown Units 1 and 2 in Buildings 189 and 182 at the Indian Industrial Complex in Mankoli, Bhiwandi, Thane district. The disclosure states a monthly rent of Rs 80,000 for this Bhiwandi facility over the 60-month term.

Vijaykumar Gupta and Sunita Gupta lease Office No. 401 at Royal Chambers in Vile Parle West, Mumbai, to Bombay Coated at Rs 50,000 a month. The company states that this administrative office is used only occasionally for meetings and is not used for day-to-day operations, distinguishing it from the Bhiwandi facility.

The source identifies both lessor arrangements as related-party leases and says there is no conflict involving lessors of immovable properties crucial to operations except for these disclosed properties. Continued occupancy through December 2030 depends on the respective leave-and-license arrangements remaining in force on their stated terms.

What do the family leases mean for related-party exposure?

Bombay Coated’s disclosed lease exposure is concentrated among its promoters and promoter group because its managing director, chairman and a promoter-group member are the landlords. The combined stated monthly rent is Rs 1.30 lakh, comprising Rs 80,000 for Bhiwandi and Rs 50,000 for the Mumbai office.

At the disclosed monthly rents, the two leases would amount to Rs 15.60 lakh over 12 months if rents remain unchanged throughout that period. The management disclosures do not state rent-escalation clauses, security deposits, termination provisions or the basis for setting rental amounts, so these features cannot be determined from the supplied disclosure.

Bombay Coated says directors may be deemed interested in payments to entities with which the company has related-party transactions. It separately states that no director had availed a loan from Bombay Coated as of the prospectus date, meaning the two property arrangements are disclosed as leases rather than director borrowings.

The Audit Committee charter requires quarterly review of related-party transactions made under omnibus approvals, in addition to approval or modification of those transactions. The relevant disclosed safeguard for the leases is therefore the committee requirement that only its independent director members approve related-party transactions.

How do executive duties and remuneration compare?

Bombay Coated assigns major management responsibilities to the same three directors who hold 97.78% before the issue. Vijaykumar Gupta oversees administration, strategic leadership, business development and market expansion, while Nitin Gupta is responsible for overall management, strategic planning, customer relationships, manufacturing activities and day-to-day operations.

Bhawna Gupta oversees business administration, day-to-day operations and corporate social responsibility, or CSR, initiatives. All three have been directors since the company’s incorporation, and their five-year executive terms run from February 24, 2025 to February 23, 2030.

The company reported total remuneration of Rs 66 lakh for the three executive directors in Fiscal 2026. Nitin Gupta received Rs 30 lakh, while Vijaykumar Gupta and Bhawna Gupta each received Rs 18 lakh, a reported-pay comparison that differs from their subsequently disclosed annual remuneration ceilings.

For the three-year period from September 26, 2026 to September 25, 2029, Nitin Gupta may receive up to Rs 6 crore annually including perquisites, while Vijaykumar Gupta and Bhawna Gupta may each receive up to Rs 2 crore annually including perquisites. Each may also receive variable remuneration based on performance evaluation by the Nomination and Remuneration Committee and board.

Bombay Coated has no holding company, subsidiary, joint venture or associate company as of the Red Herring Prospectus date. The company therefore reported no director remuneration from subsidiaries or associates, leaving the disclosed ownership, executive roles and property leases within Bombay Coated’s own structure.

Conclusion

Bombay Coated’s disclosures combine concentrated family ownership, executive authority and property arrangements: three Gupta executive directors hold 97.78% before the issue, and related family members lease two premises from January 2026 to December 2030. The Bhiwandi facility is leased from Managing Director Nitin Gupta at Rs 80,000 a month, while the occasionally used Mumbai office costs Rs 50,000 a month.

The next disclosed development to watch is the post-issue shareholding, which Bombay Coated says will be updated in the Abridged Prospectus and Prospectus after finalisation of the basis of allotment. The continuing review point is the Audit Committee’s required approval and quarterly review of related-party transactions, including arrangements involving promoter-family landlords.