Company's 25-for-1 bonus created 96.2% of pre-IPO shares

Company created 96.2% of its pre-IPO equity shares through a 25-for-1 bonus issue on September 20, 2025. The reserves-funded bonus added 72.50 lakh fully paid shares, lifting Company’s paid-up share count from 2.90 lakh to 75.40 lakh and paid-up capital from Rs 29 lakh to Rs 7.54 crore.

How did Company's 25-for-1 bonus reshape pre-IPO equity capital?

Company’s 25-for-1 bonus issue added 25 shares for every one share held and expanded its share count by 72.50 lakh shares on September 20, 2025. The cumulative paid-up share count rose from 2.90 lakh to 75.40 lakh shares, all with a face value of Rs 10 each and stated to be fully paid. The bonus shares account for 96.2% of the 75.40 lakh pre-issue shares.

Company had built the remaining 2.90 lakh shares through two earlier cash allotments. At incorporation, Company issued 10,000 shares at Rs 10 each. A June 7, 2017 rights issue then added 2.80 lakh shares at Rs 10 each, taking paid-up capital to Rs 29 lakh. No securities premium was recorded from the incorporation subscription, the rights issue or the September 2025 bonus issue.

Company expanded the authorised capital before making the bonus allotment. An extraordinary general meeting on August 30, 2025 raised authorised share capital from Rs 31 lakh, representing 3.10 lakh shares, to Rs 15 crore, representing 1.50 crore shares. The revised authorised limit exceeded both the 75.40 lakh pre-issue shares and the stated 1.02 crore post-issue share count assuming the proposed issue is fully subscribed.

What funded Company's September 2025 bonus issue?

Company funded the September 2025 bonus issue by capitalising reserves and surplus available for distribution to shareholders. At the Rs 10 face value, the 72.50 lakh shares transferred Rs 7.25 crore into paid-up share capital. The disclosure specifically says that no revaluation reserve was used for the bonus issue.

The prospectus categorises the allotment as consideration other than cash, with a nil issue price. That means the bonus did not bring fresh cash into Company from shareholders; it changed the composition of shareholders’ funds by converting distributable reserves and surplus into equity share capital. Paid-up capital consequently rose from Rs 29 lakh after the June 2017 rights issue to Rs 7.54 crore after the September 2025 bonus.

Company disclosed no other equity-share allotment in the two years preceding the red herring prospectus apart from the September 2025 bonus. It also stated that it had not revalued assets since incorporation, had not issued equity shares by capitalising revaluation reserves, and had no employee stock option scheme or outstanding convertible instruments as of the prospectus date. Those disclosures limit the stated sources of the 75.40 lakh pre-issue shares to incorporation, the 2017 rights issue and the bonus issue.

Who received Company's bonus shares and how concentrated is ownership?

Company allotted almost all 72.50 lakh bonus shares to six named holders, with Umakant Nivrutti Savadekar receiving 36.98 lakh and Ulka Umakant Savadekar receiving 25.38 lakh. Nivrutti Sonu Savdekar received 2.17 lakh shares, Vijaya Nivrutti Savdekar received 72,500 shares, and Saee Umakant Savadekar and Gargi Umakant Savadekar received 3.63 lakh shares each. Three other holders received 25 shares each.

The four promoters held 65.59 lakh shares, or 86.99% of Company’s pre-issue paid-up capital, according to the promoter shareholding table. The broader promoter group held 74.31 lakh shares, or 98.55%, before the proposed issue. Company had 26 shareholders as of the prospectus filing date, while its shareholding-pattern disclosure recorded all 75.40 lakh issued shares under the promoters and promoter group category and no public holding.

Shareholdings changed before the bonus through gifts among family members. On July 29, 2025, 72,903 shares were transferred by gift, including three transfers of one share each. The promoter build-up also records an August 1, 2026 transfer of 2.27 lakh shares at Rs 52 per share by Umakant Nivrutti Savadekar and Ulka Umakant Savadekar to named transferees, reducing their individual holdings by 1.27 lakh and 1 lakh shares, respectively.

How will Company's proposed IPO change share count and control?

Company’s proposed issue of up to 27 lakh new shares would increase paid-up shares from 75.40 lakh to 1.02 crore, assuming full subscription. At a Rs 10 face value per share, paid-up capital would increase from Rs 7.54 crore to Rs 10.24 crore. The board and shareholders authorised the proposed issue on September 24, 2025.

The four promoters’ disclosed holding would remain 65.59 lakh shares but decline to 64.05% of post-issue capital from 86.99% before the issue, assuming full subscription. The promoter group’s aggregate shares would remain 74.31 lakh, while its stated ownership would decline from 98.55% to 72.56%. This change arises from issuance of new shares rather than a stated sale by promoters in the proposed issue.

Company says it will not further alter its capital structure through a bonus issue, preferential allotment, rights issue or another method between the red herring prospectus date and listing, or until application money is unblocked if the issue fails. It also says it does not intend to split or consolidate the denomination of equity shares within six months of the issue opening, except that the board may later issue equity or convertible securities for an acquisition, merger, joint venture, regulatory compliance or another stated corporate purpose.

What do Company’s acquisition costs and lock-ins show?

Company reports average acquisition costs of Rs 0.05 per share for Umakant Nivrutti Savadekar, Rs 0.00 for Ulka Umakant Savadekar, and Rs 0.38 each for Nivrutti Sonu Savdekar and Vijaya Nivrutti Savdekar. These are disclosed historical acquisition averages, reflecting incorporation subscriptions, the June 2017 rights issue, gifts and nil-price bonus shares. They are not the final public issue price, which was unspecified in the supplied capital-structure disclosure.

Umakant Nivrutti Savadekar and Ulka Umakant Savadekar have consented to contribute 21.10 lakh shares to the minimum promoter contribution lock-in. Each would contribute 10.55 lakh shares acquired in the September 2025 bonus issue, and the total represents 20.61% of post-issue capital assuming full subscription. The shares are to be locked in for three years from allotment in the proposed issue.

Company states that 22.25 lakh pre-issue shares, representing 50% of pre-issue equity capital, will be locked in for one year, while another 22.25 lakh shares will be locked in for two years under the Securities and Exchange Board of India’s Issue of Capital and Disclosure Requirements regulations. The disclosure also says 9.81 lakh pre-issue shares held by persons other than promoters will be locked in for one year. None of the promoters’ or promoter group’s shares were pledged as of the prospectus date.

Conclusion

Company’s September 20, 2025 bonus issue is the central event in its pre-IPO capital structure because 72.50 lakh of 75.40 lakh pre-issue shares came from that reserves-funded corporate action. The proposed issue would increase the share base to 1.02 crore and reduce the four promoters’ stated ownership to 64.05%, assuming full subscription, without changing their 65.59 lakh-share holding.

The next disclosed points to watch are allotment and listing, which determine the final post-issue share count and begin the stated lock-in periods. Full subscription must occur for the disclosed 1.02 crore post-issue shares, 64.05% promoter stake and 20.61% three-year minimum promoter contribution figures to apply.