Company bonus issue created a ninefold pre-IPO share base

Company created most of its pre-IPO equity-share base through an 8-for-1 bonus issue on October 17, 2025. The issue added 79,61,960 shares, taking outstanding shares from 9,95,245 to 89,57,205, after a subsidiary-acquisition allotment at Rs 1,100 per share and before a Rs 60 cash preferential allotment.

How did Company’s bonus issue create a ninefold pre-IPO share base?

Company’s October 17, 2025 bonus issue increased the outstanding share count ninefold because it allotted eight additional equity shares for every one equity share held on the record date. The issue added 79,61,960 equity shares with a face value of Rs 10 each, taking cumulative paid-up equity share capital from Rs 99.52 lakh to Rs 8.96 crore. Shareholders approved the bonus issue on October 16, 2025, and the board approved it on October 17, 2025.

Company had 9,95,245 equity shares after its September 27, 2025 acquisition-funded allotment. Applying the disclosed 8-for-1 ratio to that base results in 89,57,205 shares, matching the cumulative total reported after the bonus issue. A bonus issue involved no cash consideration and no stated issue price, so the transaction increased each eligible holder’s share count in the same ratio rather than changing relative ownership immediately after allotment.

The comparison shows that the bonus issue, rather than either preferential allotment, accounted for the largest change in Company’s pre-issue share count. The 79,61,960 bonus shares were more than 13 times the 6,09,600 shares issued for cash on November 8, 2025. Company’s capital structure states that it has one class of share capital, fully paid equity shares with a face value of Rs 10 each, and no outstanding convertible instruments as of the red herring prospectus date.

What occurred before and after Company’s bonus issue?

Company issued 40,245 equity shares on September 27, 2025 at Rs 1,100 per share as non-cash consideration for acquiring equity shares in Carver Engineering Private Limited. The allotment was made under shareholder approval dated September 26, 2025 and board approval dated September 27, 2025. Company states that Carver Engineering Private Limited became its wholly owned subsidiary as a consequence of that acquisition.

The September 2025 acquisition allotment was distributed among four recipients. Ranjit Chandrabahi Bose received 34,933 shares, Rajit Chandra Bose received 3,220 shares, Bose Tulsikumari Chandrabahi received 2,012 shares, and Deval Ranjitbhai Bose received 80 shares. Ranjit Chandrabahi Bose’s allotment represented 34,933 of the 40,245 shares, or about 86.8%, indicating that the acquisition consideration was concentrated in one recipient’s allocation.

Company then allotted 6,09,600 equity shares on a preferential basis for cash on November 8, 2025 at Rs 60 per share. The placement increased the share count from 89,57,205 after the bonus issue to 95,66,805, while paid-up capital increased from Rs 8.96 crore to Rs 9.57 crore. Shareholders approved that allotment on October 17, 2025 and the board approved it on November 8, 2025.

The Rs 1,100 acquisition issue price, the nil-price bonus issue and the Rs 60 cash allotment served different mechanisms. The September issue was consideration other than cash for the Carver Engineering Private Limited acquisition, the October issue distributed additional shares to existing shareholders, and the November issue was for cash. The figures therefore show capital-history events rather than directly comparable prices for a single type of transaction.

Who received Company’s bonus shares?

Company allotted 50,66,736 bonus shares to Ranjit Chandrabahi Bose, the largest disclosed allocation in the October 17, 2025 issue. Rajit Chandra Bose received 11,01,192 bonus shares, Deval Ranjitbhai Bose received 10,75,832, and Bose Tulsikumari Chandrabahi received 4,16,096. These four disclosed allocations totalled 76,59,856 shares, or about 96.2% of the 79,61,960 shares issued as bonus shares.

Company also disclosed 2,64,200 bonus shares for Bhavik Kishorebhai Nathavani, 7,536 for Vishwas Odhavjbhai Sagparia, and 80 shares each for Ganatra Urvi Kartik, Nayar Ezhava Rashmi Ajit and Kaushal B Parmar. The capital-history tables additionally list an allotment to Vasani Deep Maheshkumar. The bonus ratio means these allotments reflected holdings existing on the record date, not new cash subscriptions made in October 2025.

The timing also meant the 40,245 shares issued for the Carver Engineering Private Limited acquisition were part of the 9,95,245-share base immediately before the bonus issue. The acquisition allotment occurred 20 days before the October 17 bonus allotment, and the cash preferential allotment occurred 22 days later on November 8. The sequence explains why the share base increased rapidly during the September-to-November 2025 period without all of the additional shares representing new cash capital.

How concentrated was Company’s ownership before the proposed issue?

Company’s three promoters held 81,49,230 equity shares, or 85.18% of the 95,66,805 pre-issue shares, as of the red herring prospectus date. Ranjit C Bose held 57,00,078 shares, equal to 59.58%; Rajit Chandra Bose held 12,38,841 shares, or 12.95%; and Deval Bose held 12,10,311 shares, or 12.65%. Company states that promoter shares were fully paid, held in dematerialised form and not pledged or otherwise encumbered.

Other members of Company’s promoter group held 4,68,288 shares, or 4.89% of pre-issue equity capital. Combining promoter and promoter-group holdings gives 86,17,518 shares, equal to 90.07% of the 95,66,805 pre-issue shares. On that disclosed basis, 9.93% of pre-issue capital was held outside the stated promoter and promoter-group categories.

Company’s authorised share capital was 1,50,00,000 equity shares of Rs 10 each, representing Rs 15 crore at face value. Its securities premium account was Rs 3.05 crore before the proposed issue, while issued, subscribed and paid-up capital was 95,66,805 shares with aggregate face value of Rs 9.57 crore. The prospectus also states that Company has not issued equity shares from revaluation reserves or under employee stock option, employee stock purchase or stock appreciation rights schemes since incorporation.

Conclusion

Company’s ninefold pre-IPO share-base increase arose chiefly from the 79,61,960-share bonus issue, not from the 40,245 acquisition consideration shares or the 6,09,600 cash preferential shares. The three transactions used separate mechanisms within 42 days, while promoters and the promoter group together held 90.07% of Company’s 95,66,805 pre-issue shares.

The next disclosed capital change is Company’s proposed issue of up to 35,36,000 equity shares, authorised by the board on July 20, 2026 and by shareholders on August 13, 2026. The final issue price, allotment and post-issue ownership percentages remain subject to the basis of allotment, so the resulting dilution from the 95,66,805-share pre-issue base has not been specified.