Deepa Jewellers Limited: Family Owns 99.98% Pre-Offer Equity

Deepa Jewellers Limited was controlled before the offer by Ashish Agarwal, Seema Agarwal and Dev Agarwal, who together held 99.98% of pre-offer equity. As of July 31, 2026, the three directors had also advanced unsecured loans of Rs 44.428 crore at 6% annually, while Ashish leased two company premises.

Who controls Deepa Jewellers before the offer?

The Agarwal family controls Deepa Jewellers through 99.98% of its pre-offer share capital and three seats on its six-member board. Ashish held 4,00,05,000 equity shares, or 48.79%; Seema held 4,00,00,000 shares, or 48.78%; and Dev held 19,80,000 shares, or 2.41%. Their combined holding leaves 0.02% of pre-offer equity outside the three promoter-directors.

Ashish is chairman and managing director, Dev is whole-time director, and Seema is non-executive non-independent director. Ashish and Seema have been directors since Deepa Jewellers’ incorporation on May 5, 2016, while Dev became a director on March 25, 2021. The other three directors, Komal Agarwal, Grandhi Vittal and Sirisha Chintapalli, are independent directors appointed from September 1, 2025.

The disclosed family relationships identify Ashish and Seema as spouses and Dev as their son. Ashish’s three-year term as chairman and managing director began on September 1, 2025 and runs until August 31, 2028; Dev’s whole-time director term covers the same period. Seema is liable to retire by rotation, while the three independent directors each have five-year terms from September 1, 2025.

How does the Agarwal family fund and guarantee Deepa Jewellers?

The three promoter-directors had extended unsecured loans totalling Rs 44.428 crore to Deepa Jewellers as of July 31, 2026. The loans carry interest of 6% per annum and were provided without security or collateral over company assets. The disclosed total is a cumulative amount owed to directors, creating a financial connection through repayment of both principal and interest.

Deepa Jewellers says the 6% loans are lower-cost than borrowings from financial institutions and that unsecured terms are generally unavailable from traditional lenders. That cost and collateral benefit depends on the loans remaining outstanding on the disclosed terms or being replaced with funding on comparable terms. Deepa Jewellers also states that its directors have not availed loans from the company, distinguishing the arrangement from company lending to directors.

Ashish, Seema and Dev have each issued personal guarantees for facilities availed by Deepa Jewellers from YES Bank Limited. The sanctioned package totals Rs 115 crore and includes a cash-credit facility, a gold metal loan sub-limit, and non-fund-based pre- and post-shipment credit sub-limits. A personal guarantee requires guarantors to repay outstanding amounts if the borrower fails to repay, but the sanctioned figure does not establish the amount drawn.

The YES Bank working-capital facility is revolving and has a 12-month tenor beginning November 26, 2025. The guarantees therefore connect the family to Deepa Jewellers’ working-capital facilities as well as to its unsecured director loans. Separately, shareholders authorised the board on September 1, 2025 to borrow up to Rs 250 crore in total, excluding temporary bank loans obtained in the ordinary course, even where borrowing exceeds paid-up capital and free reserves.

What operating premises does Deepa Jewellers lease from its promoter?

Deepa Jewellers leases both its registered office and a proposed facility from Ashish under agreements dated November 28, 2025. Each lease runs for 9 years and 11 months from that date, making both long-duration arrangements with the chairman and managing director. The company disclosed the leases as exceptions to its confirmation that directors have no conflicts with lessors of immovable property crucial to operations.

The registered-office lease covers the ground and first floors at door numbers 3-6-343 and 344, Basheerbagh, Himayathnagar, Hyderabad. Deepa Jewellers pays Ashish Rs 2.4 lakh per month under that agreement. The registered office changed to this address on November 28, 2025 from 3-6-343, Basheerbagh, with operational convenience given as the reason.

The second agreement concerns Deepa Jewellers’ proposed facility and requires monthly rent of Rs 3.6 lakh to Ashish. The two disclosed rents total Rs 6 lakh a month, or Rs 72 lakh over 12 months if the monthly rates remain unchanged. The leases create recurring related-party payments alongside the family’s equity ownership, board positions, unsecured loans and loan guarantees.

How will Deepa Jewellers review family-linked arrangements after listing?

Deepa Jewellers has constituted a six-member board and committees intended to operate under the Companies Act, 2013 and the Securities and Exchange Board of India Listing Regulations after listing. The board has three independent directors and three promoter-family directors. The company states that corporate-governance provisions will apply immediately upon listing and that it has constituted the required committees and adopted relevant policies.

The audit committee comprises three independent directors, with Komal as chairperson, Grandhi and Sirisha as members, and Ashish as a member. Constituted on September 19, 2025, the committee must meet at least four times annually, with no more than 120 days between meetings. Its stated functions include approving related-party transactions and modifications, framing related-party transaction policy, and reviewing transactions entered under omnibus approvals at least quarterly.

Deepa Jewellers has also formed nomination and remuneration, stakeholders’ relationship, corporate social responsibility and risk management committees, along with an initial public offering committee. It reports no shareholder agreements, special rights to appoint directors, or agreements that affect management or control. The disclosed concentration therefore arises from the 99.98% holding, family directorships, financing, guarantees and property leases rather than a separate shareholder-control agreement.

Conclusion

Deepa Jewellers enters the offer period with ownership, management, funding and two property leases concentrated around Ashish, Seema and Dev. The family’s 99.98% pre-offer holding exists alongside Rs 44.428 crore in unsecured director loans, personal guarantees for a Rs 115 crore YES Bank facility package, and monthly lease payments of Rs 6 lakh for the registered office and proposed facility.

The disclosed matters to watch are whether the unsecured loans are repaid or continue at 6% interest, whether the YES Bank revolving facility is renewed after its 12-month tenor beginning November 26, 2025, and how the audit committee reviews continuing related-party transactions. Deepa Jewellers has assigned the audit committee quarterly review of related-party transactions made under omnibus approvals.