Company’s ₹18 crore loan conversion created 11.86% public stake

Company converted ₹18 crore of unsecured loans into 1,800 compulsorily convertible debentures and then 18 lakh equity shares. The March 24, 2025 conversion produced the full 11.86% public holding in Company’s 1,51,77,200-share pre-issue capital, while promoters and the promoter group held 88.14%.

How did Company’s ₹18 crore loan conversion become equity?

Company converted ₹18 crore of unsecured loans into 1,800 0.1% compulsorily convertible debentures, or CCDs, on March 1, 2023. An unsecured loan is borrowing without pledged collateral, while a CCD is a debt instrument that must convert into equity under its terms. Company stated that the lenders were various parties not related to its promoters, promoter group or their relatives.

Each of the 1,800 CCDs had a face value of ₹1 lakh, matching the disclosed ₹18 crore loan amount. Company said the loans had been taken on various dates and were converted into CCDs on mutually agreed terms. The company amended the CCD terms on March 3, 2025 before converting the instruments into equity.

Company converted all 1,800 CCDs into 18 lakh equity shares on March 24, 2025. The shares had a ₹10 face value and were issued at ₹100 each, including a ₹90 premium. The prospectus classifies this as non-cash consideration because the shares were issued upon conversion of existing CCDs rather than for a new cash payment.

Why did Company’s loan conversion create an 11.86% public stake?

Company’s 18 lakh-share conversion created the 11.86% public stake recorded in the pre-issue shareholding pattern. The pattern lists 44 public shareholders holding 18 lakh shares out of 1,51,77,200 shares, while 15 promoter and promoter-group shareholders held 1,33,77,200 shares, or 88.14%.

The conversion increased Company’s equity-share count from 1,33,77,200 shares to 1,51,77,200 shares on March 24, 2025. The earlier total followed the December 26, 2023 subdivision of the equity-share face value from ₹100 to ₹10. The 18 lakh shares issued through CCD conversion account for the difference between the two disclosed equity totals.

Company allotted the 18 lakh conversion shares among eight entities. Prerna Agency Pvt Ltd received 4 lakh shares, Kapypee Infocom Pvt Ltd received 3.5 lakh shares, and Crystals Share Broking Pvt Ltd and Novel Apartments Pvt Ltd received 3 lakh shares each. Those four allotments totalled 13.5 lakh shares, or 75% of the conversion allotment.

The remaining 4.5 lakh conversion shares went to Palak Trading Pvt Ltd, Shiv Towers Pvt Ltd, Ultimate Agency Pvt Ltd and Upar Vintrrade Pvt Ltd. Palak Trading Pvt Ltd received 2.5 lakh shares, Shiv Towers Pvt Ltd received 1 lakh shares, and the final two entities received 50,000 shares each. Company did not disclose the original unsecured-loan amount attributable to each converting party.

What changed in Company’s capital structure after March 2025?

Company’s paid-up equity share capital rose by ₹1.80 crore after the March 24, 2025 conversion. Paid-up share capital increased from ₹13.3772 crore on 1,33,77,200 shares to ₹15.1772 crore on 1,51,77,200 shares, because the 18 lakh new shares carried a ₹10 face value.

The ₹90 per-share premium on the March 2025 shares was separate from paid-up share capital. The conversion issue differed from the August 9, 2023 private placement, when Company issued 1,65,220 equity shares for cash at ₹135 per share. Company identified the March 2025 CCD conversion as its only equity issue for non-cash consideration in the two years preceding the red herring prospectus.

Company reported no preference share capital, no outstanding convertible warrants and no outstanding convertible instruments as of the red herring prospectus date. The 1,800 CCDs therefore ceased to be outstanding after conversion on March 24, 2025. Company also reported one class of ₹10 equity shares, with one vote attached to each share.

How concentrated was Company’s ownership before the issue?

Company remained controlled by promoters and the promoter group, which held 1,33,77,200 shares, or 88.14% of pre-issue capital. Promoters alone held 1,12,26,200 shares, or 73.97%, as of the red herring prospectus date, compared with 18 lakh shares in the public category.

Ramesh Kumar Rateria was the largest named shareholder with 32,81,000 shares, or 21.62%, as of September 7, 2026. Suman Financial Advisory Private Limited and Suman Towers Private Limited each held 21,60,000 shares, or 14.23%, while Vinayak Tie-Up Private Limited held 16,07,200 shares, or 10.59%.

The 16 shareholders with holdings of at least 1% collectively owned 1,38,85,030 shares, or 91.49%, on September 7, 2026. Within the public category, Prerna Agency Private Limited held 3,01,830 shares, or 1.99%, and Novel Apartments Private Limited held 1,70,000 shares, or 1.12%. The prospectus records 59 shareholders in total across the 1,51,77,200-share pre-issue capital.

What capital restrictions and plans has Company disclosed?

Company said it would not issue further capital from the date of the red herring prospectus until listing, or until application money is unblocked if the issue does not proceed. The stated restriction covers bonus shares, preferential allotments, rights issues and other forms of capital issuance, preserving the disclosed share count during that period.

Company also stated that it did not intend to split or consolidate the equity-share denomination within six months from the issue opening date. The December 26, 2023 subdivision had already changed the face value from ₹100 to ₹10 per equity share, without changing the aggregate authorised share capital of ₹15 crore at that stage.

After listing, Company may issue equity shares or securities convertible into equity to finance an acquisition, merger, joint venture, regulatory compliance or another arrangement approved by its board. Company also disclosed that up to 41,57,920 promoter-held shares, representing 20% of post-issue capital, would be treated as minimum promoter contribution and locked in for three years from the commencement of commercial production for projects funded by issue proceeds.

Conclusion

Company’s ₹18 crore loan conversion was the mechanism that added 18 lakh shares to the public category before the issue. The March 2025 transaction converted a disclosed unsecured-loan balance into equity, increased paid-up share capital by ₹1.80 crore and left the promoter and promoter-group category with 88.14% of the pre-issue share capital.

The next ownership change to watch is any post-listing equity or convertible-security issuance under Company’s disclosed plans for acquisitions, mergers, joint ventures, regulatory compliance or other board-approved purposes. Until listing or unblocking of application money, Company has stated that it will not make another capital issue, and it has said it does not intend to split or consolidate shares within six months of the issue opening date.