Company’s bonus issue created 99.93% of pre-IPO shares

Company created 99.93% of its 1,50,10,000 pre-issue equity shares through a January 22, 2026 bonus issue. The non-cash allotment added 1,50,00,000 shares to the 10,000 shares issued at incorporation, while the three promoters held 1,41,54,430 shares, or 94.30%, as of the red herring prospectus date.

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

Company’s January 22, 2026 bonus issue increased its cumulative equity-share count from 10,000 to 1,50,10,000 shares. The original 10,000 shares were issued at Rs 10 each on November 18, 2002, producing paid-up capital of Rs 1 lakh; the subsequent bonus allotment lifted paid-up equity capital to Rs 15.01 crore, with a Rs 10 face value for each equity share.

A bonus issue is an allotment of additional shares without cash consideration from recipients. Company’s primary issuance table describes the January 2026 transaction as 1,500 equity shares for every one share held, although an accompanying note uses “1/500”; the disclosed addition of 1,50,00,000 shares to a 10,000-share base corresponds arithmetically to a 1,500-for-1 allotment.

The January 2026 allotment accounts for 1,50,00,000 of Company’s 1,50,10,000 pre-issue shares, or 99.93%. Company also states that it has not issued equity shares through an employee stock option scheme, employee stock purchase scheme or stock appreciation rights scheme since incorporation, and it reports no issue out of revaluation reserves.

Who received Company’s January 2026 bonus shares?

Company allotted 75,00,000 bonus shares to Rohit Rajesh Mathur, 51,45,000 to Abha Rohit Mathur and 15,00,000 to Rohan Rohit Mathur on January 22, 2026. These three allotments totalled 1,41,45,000 shares, while the remaining 8,55,000 bonus shares went to eight other named holders.

The holdings on which the bonus shares were based had been adjusted through transfers during December 2025. Abha Rohit Mathur transferred 1,570 shares through gifts and cash transactions between December 3 and December 18, 2025; Rohan Rohit Mathur received 1,000 shares by gift in December 2025 before receiving 15,00,000 bonus shares.

Company’s other January 2026 bonus recipients included Deepak Gangji Savla, who received 3,00,000 shares, and Rajeshnarain Premnarain Mathur and Ratnamala Mathur, who each received 1,50,000 shares. Amit Thapar, Rahul Mathur and Tyra Valerian Disilva each received 75,000 shares, while Amol Namdev Shekke received 30,000 shares.

How concentrated was Company ownership before the IPO?

Company’s three promoters owned 1,41,54,430 shares, or 94.30% of pre-issue paid-up equity capital, as of the red herring prospectus date. Rohit Rajesh Mathur held 75,05,000 shares or 50.00%, Abha Rohit Mathur held 51,48,430 shares or 34.30%, and Rohan Rohit Mathur held 15,01,000 shares or 10.00%.

The promoter group excluding the three promoters held another 3,75,250 shares, or 2.50%, comprising Rajeshnarain Premnarain Mathur at 1.00%, Ratnamala Mathur at 1.00% and Rahul Mathur at 0.50%. The promoter figure of 94.30% therefore differs from the broader promoter-and-promoter-group ownership category of 96.80%.

Company’s shareholding pattern, based on a beneficiary position statement dated August 21, 2026, records 1,45,29,680 shares with the promoter and promoter-group category and 4,80,320 shares with public shareholders. The statement identifies 10 shareholders in total: six in the promoter and promoter-group category and four in the public category.

What will the proposed issue change in Company’s capital structure?

Company proposes to issue up to 55,50,000 new equity shares with a face value of Rs 10 each, compared with 1,50,10,000 fully paid pre-issue shares. The maximum issue has a face-value aggregate of Rs 5.55 crore and includes a market-maker reservation of up to 2,80,000 shares and a net public issue of up to 52,70,000 shares.

If all 55,50,000 shares are allotted, Company’s share count would rise to 2,05,60,000 shares. The prospectus does not state the final post-issue promoter percentages because they remain subject to finalisation of the basis of allotment, but the disclosed pre-issue promoter holding of 1,41,54,430 shares would not change through a primary issue.

Company has one class of fully paid equity shares and reported no outstanding convertible instruments or preference shares as of the red herring prospectus date. It also states that no equity shares have been allotted under a scheme of arrangement under the Companies Act, 1956 or the Companies Act, 2013 since incorporation.

What lock-ins apply to Company’s bonus-created promoter holdings?

Company states that up to 41,15,000 promoter shares will constitute minimum promoter contribution, described as 20.00% of post-issue equity shares, and will be locked in for three years from allotment in the issue. The disclosed shares are held by Rohit Rajesh Mathur and were acquired through the January 22, 2026 bonus issue.

The eligibility of those bonus shares for minimum promoter contribution is based on Company’s disclosure that no revaluation of assets, capitalisation of intangible assets or use of revaluation reserves was involved. Company also reports that none of the equity shares held by its promoters were pledged or otherwise encumbered as of the red herring prospectus date.

Company says 50,19,715 promoter shares in excess of minimum promoter contribution will be locked in for two years, and another 50,19,715 shares will be locked in for one year, in each case from allotment in the issue. Equity shares held by persons other than promoters before the issue will be subject to a one-year lock-in under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Conclusion

Company’s January 22, 2026 bonus issue transformed a 10,000-share historical base into 1,50,10,000 pre-issue shares, with 99.93% of that share count arising from one non-cash allotment. The three promoters retained 94.30% ownership, while the wider promoter and promoter-group category held 96.80% in the August 21, 2026 shareholding statement.

The next disclosed capital-structure change is the proposed issue of up to 55,50,000 shares, with final ownership percentages dependent on the basis of allotment. The later outcome also depends on the stated three-year lock-in for up to 41,15,000 minimum promoter-contribution shares and the one- and two-year lock-ins for the remaining disclosed promoter holdings.