Company Promoters’ 73.74% Stake Was Built in 2025

Company promoters and promoter group hold 2,01,45,662 equity shares, or 73.74% of pre-issue capital, following February 2025 purchases by the two principal individual promoters at ₹691 per share. A January 2026 share subdivision and a February 2026 100:1 bonus issue enlarged the recorded holdings without independently changing eligible holders’ ownership percentages.

How was Company promoters’ 73.74% stake built?

Company promoters’ 73.74% stake consists of 1,99,41,238 shares held by three promoters and 2,04,424 shares held by two promoter-group members. The three promoters account for 72.99% of the 2,73,18,682 fully paid equity shares outstanding before the public issue, while Suchitra Agrawal and Shashi Goenka each hold 1,02,212 shares, or 0.37%.

Vibhor Agrawal and Rachita Agrawal acquired a combined 91,730 equity shares of ₹10 face value on February 22, 2025. Vibhor Agrawal bought 8,674 shares from Sunil Daryan Goswami and 19,536 from Vatsala Goswami, while Rachita Agrawal bought 24,220 and 39,300 shares respectively; each of the four cash transfers was stated at ₹691 per share.

How did Company ownership move from the earlier holders?

Company ownership moved from the earlier holders during 2025: the table for two years before the red herring prospectus shows Sunildutt Narayan Goswami and Vatsala Sunildutt Goswami holding 50,000 shares each, or 100.00% in aggregate. The February 22, 2025 transaction schedules name versions of those two names as sellers to Vibhor Agrawal and Rachita Agrawal, although spellings differ across the filing’s tables.

Company also expanded its shareholder base through three 2025 capital transactions. It allotted 21,595 shares on June 23, 2025 and 4,046 shares on July 17, 2025 through preferential allotments at ₹16,000 per ₹10 share, then allotted 9,600 shares through a private placement on August 12, 2025 at ₹16,000 per share.

Starwings Realtors Private Limited received 7,812 shares in the August 12, 2025 placement, transferred 823 shares on September 20, 2025 at ₹18,613 per share, and held 6,989 shares before the January 2026 subdivision. Company had 107 shareholders at the red herring prospectus date, including 102 public shareholders owning 71,73,020 shares, or 26.26%, and disclosed no outstanding convertible securities, warrants or options.

What did the split and 100:1 bonus issue change?

Company’s January 29, 2026 subdivision changed each equity share’s face value from ₹10 to ₹5 and doubled the number of shares held. Vibhor Agrawal’s 28,210 shares became 56,420, Rachita Agrawal’s 63,520 became 1,27,040, and Starwings Realtors Private Limited’s 6,989 became 13,978; this 2-for-1 mechanism did not change each holder’s percentage interest.

Company then allotted 2,70,48,200 equity shares of ₹5 face value on February 19, 2026 through a 100:1 bonus issue. A 100:1 bonus issue gives 100 additional shares for every one held, meaning an eligible holding becomes 101 times its pre-bonus share count, without cash consideration recorded for the bonus shares.

Vibhor Agrawal received 56,42,000 bonus shares, Rachita Agrawal received 1,27,04,000 and Starwings Realtors Private Limited received 13,97,800 under the individual holding schedules. The paid-up share count rose from 1,35,241 before the bonus issue to 2,73,18,682 after it, with paid-up capital of ₹13.66 crore at ₹5 per share.

Why do current promoter share counts differ from 2025 purchases?

Company’s current promoter holdings cannot be compared directly with the original 2025 purchase quantities because both corporate actions changed share counts. The 91,730 shares bought by Vibhor Agrawal and Rachita Agrawal became 1,83,460 shares after the January 2026 subdivision and 1,85,29,460 shares after the February 2026 bonus issue, matching their combined current holding.

Company reports a weighted average cost of acquisition, or WACA, of ₹3.42 per current ₹5 share for Vibhor Agrawal and Rachita Agrawal. WACA is the average acquisition cost after the filing adjusts historical transactions for the January 29, 2026 subdivision and February 19, 2026 bonus issue; it does not identify a new purchase by either promoter at ₹3.42.

Company reports a WACA of ₹77.68 per current ₹5 share for Starwings Realtors Private Limited. For all shares transacted, the filing gives a WACA of ₹80.44 over the last 18 months and ₹10.05 over the last three years, with an adjusted acquisition-price range from nil to ₹92.14; the same table reports nil transactions during the last one year.

What lock-in restrictions apply to Company promoters’ holdings?

Company states that promoter contribution equal to 20.00% of post-issue equity capital will be locked in for three years from the allotment date under Regulations 236 and 238 of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations. The filing says the promoters’ 1,99,41,238 shares, representing 72.99% of pre-issue capital, are eligible for the contribution, while the specific shares to be included remain blank.

Company also discloses staged lock-ins for promoter shares above the minimum contribution. Fifty percent of the excess promoter holding is to be locked in for two years from allotment and the remaining 50% for one year; equity shares held by non-promoters before the issue are to be locked in for one year, subject to stated transfer conditions.

The lock-in framework limits transferability rather than changing the promoters’ 72.99% direct ownership before the issue. Company says locked-in promoter shares may be transferred to a promoter-group member or a new promoter or person in control, subject to continuation of the remaining lock-in period and applicable takeover regulations.

Conclusion

Company’s 73.74% promoter-and-group holding reflects a recent ownership transition followed by a substantial mechanical increase in share count. The February 2025 transfers established the two principal individual promoters’ holdings, while the 2025 allotments broadened ownership and the 2026 subdivision and bonus issue multiplied eligible share counts.

The next point to watch is the final identification of shares comprising the minimum promoter contribution, because the relevant lock-in table remains unfilled in the red herring prospectus. Company has disclosed that the final details will be provided to the stock exchange before listing, which will clarify the shares subject to the three-year restriction.