Dudani Retail Limited Promoters Retain 64.99% After IPO

Dudani Retail Limited’s promoter couple will hold 64.99% of post-offer paid-up share capital, retaining a majority after the IPO. Managing Director Akshay Dudani is projected to hold 46.79% and Whole-time Director Charu Dudani 18.20%, while three of the five current directors joined between December 2024 and September 2025.

How much control will Dudani Retail’s promoter couple retain after the IPO?

Dudani Retail’s two promoters will retain 64.99% collectively after the offer, according to the prospectus’s post-offer shareholding table. Akshay Dudani’s holding is set to decline from 72.00% before the offer to 46.79% after it, while Charu Dudani’s stake is set to decline from 28.00% to 18.20%. The prospectus identifies the two promoter directors as spouses.

The offer dilutes the couple’s combined holding by 35.01 percentage points, from 100.00% of pre-offer paid-up capital to 64.99% of post-offer capital. Akshay Dudani’s individual stake will be below 50%, but the couple’s combined shareholding will exceed half of the expanded equity capital by 14.99 percentage points. That majority position depends on the post-offer shareholding percentages in the prospectus remaining as stated.

Dudani Retail had seven shareholders as of the prospectus date, although the supplied director-shareholding table lists only Akshay Dudani and Charu Dudani. The company also states that it has no holding company, subsidiary, associate or joint venture. The disclosed ownership position is therefore based on the promoters’ direct equity stakes rather than on a parent-company or subsidiary structure.

Who sits on Dudani Retail’s five-member board?

Dudani Retail’s board comprises five directors: two promoter executives, one non-executive non-independent director and two independent directors. Akshay Dudani and Charu Dudani have been associated with the company since its incorporation on December 1, 2015, and were redesignated Managing Director and Whole-time Director, respectively, on March 18, 2025. Their current executive terms run for three years through March 17, 2028.

The other three directors joined later. Madhvi Sharma is an independent director whose current-board table gives December 20, 2024 as her joining date, while her biography and the board-changes table state December 21, 2024; her five-year term is stated to end on December 20, 2029. Neetu Yadav joined as a non-executive non-independent director on September 1, 2025, and Rahul Sharma joined as an independent director on the same date for a term ending August 31, 2028.

Three of the five current directors, or 60%, were appointed from December 2024 through September 2025, compared with the promoter couple’s association since 2015. The prospectus says the board includes one woman independent director, Madhvi Sharma, and complies with the Companies Act, 2013 requirement cited by the company of at least three and no more than 15 directors.

Why did Dudani Retail make board changes before the proposed listing?

Dudani Retail’s board changes occurred alongside steps to become a public company and establish its current governance structure. The company converted from Dudani Retail Private Limited to Dudani Retail Limited on February 4, 2025, adopted new articles of association on September 1, 2025, and increased authorised share capital on that date to Rs 11 crore from Rs 10 crore. The prospectus says its equity shares are proposed to be listed on BSE Limited’s SME Platform.

The recorded board changes include Sushila Dudani’s resignation on November 20, 2024; the appointment of Rajat Kasliwal and Madhvi Sharma as independent directors on December 21, 2024; and Kasliwal’s resignation on August 5, 2025. Neetu Yadav and Rahul Sharma were appointed on September 1, 2025. The historical board-changes table describes Neetu Yadav as an independent director at appointment, but the current board tables describe her as a non-executive non-independent director.

Akshay Dudani’s appointment as Managing Director from March 18, 2025 carries annual remuneration of Rs 20 lakh, including perquisites and allowances if any; the prospectus reports Rs 10 lakh paid in financial year 2025-26. Charu Dudani’s Whole-time Director appointment also runs from March 18, 2025 to March 17, 2028, with annual remuneration disclosed at Rs 20 lakh. Non-executive directors may receive a sitting fee of Rs 10,000 per board or committee meeting, plus actual travel, boarding and lodging expenses.

Which board committees did Dudani Retail establish before SME listing?

Dudani Retail constituted its Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee through a board resolution dated September 17, 2025. Each committee has three members, and Madhvi Sharma chairs all three. The prospectus says the committees operate under the Companies Act, 2013 and, where applicable, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, known as the SEBI Listing Regulations.

The Audit Committee consists of Madhvi Sharma, Rahul Sharma and Akshay Dudani. Its two independent directors account for two-thirds of the three-member committee, while Akshay Dudani is its Managing Director member. The stated remit includes reviewing financial statements, auditor independence, internal financial controls, related-party transactions and the use of funds raised through an issue; the committee must meet at least four times in a financial year.

The Nomination and Remuneration Committee comprises Madhvi Sharma, Rahul Sharma and Neetu Yadav. Its stated functions include setting criteria for director qualifications and independence, recommending remuneration policy, identifying board and senior-management candidates, and evaluating directors and the board. The Stakeholders’ Relationship Committee comprises Madhvi Sharma, Akshay Dudani and Charu Dudani, and its remit includes resolving security-holder grievances involving share transfers, dividends, annual reports and duplicate certificates.

What SME governance rules will apply to Dudani Retail after listing?

Dudani Retail says several corporate-governance provisions of the SEBI Listing Regulations do not apply to entities that list specified securities on an SME exchange, although applicable Companies Act, 2013 requirements continue. The prospectus specifically says it is not required to meet the Listing Regulations’ corporate-governance requirements on board composition and committee constitution that apply to other listed entities. It nevertheless says that its five-member board and committees have been constituted in compliance with the Companies Act.

Regulation 23 of the SEBI Listing Regulations on related-party transactions applies from April 1, 2025 to an SME-listed entity with paid-up equity share capital above Rs 10 crore or net worth above Rs 25 crore at the end of the preceding financial year. If the rule applies later, Dudani Retail says it must comply within six months. Once triggered, the rule remains applicable until both the equity-capital and net-worth measures remain below the stated thresholds for three consecutive financial years.

Dudani Retail also says the SEBI (Prohibition of Insider Trading) Regulations, 2015 will apply immediately once its equity shares list on BSE Limited’s SME Platform. The Company Secretary and Compliance Officer will be responsible for policies and procedures concerning preservation of price-sensitive information and implementation of the code of conduct, subject to board supervision. The company has also said that the SEBI Listing Regulations on materiality and related-party-transaction policies will apply upon listing.

Conclusion

Dudani Retail’s disclosed post-offer structure combines 64.99% ownership by Akshay Dudani and Charu Dudani with two executive board roles held by the promoter couple. The five-member board also contains three non-promoter directors, and the three formal board committees were constituted on September 17, 2025, giving the company audit, remuneration and security-holder grievance mechanisms before the proposed SME listing.

The disclosed regulatory point to watch is Regulation 23’s related-party-transaction threshold of paid-up equity capital above Rs 10 crore or net worth above Rs 25 crore, measured at the preceding financial year-end. The prospectus also states that insider-trading rules will apply immediately upon listing, while the Audit Committee’s stated role includes reviewing quarterly financial statements and the utilisation of funds raised through an issue.