HD Fire Protect Limited IPO shifts 15% via promoter sale

HD Fire Protect Limited plans to shift up to 15% of its equity to public allottees through an offer for sale of 2.63 crore existing shares. HD Fire Protect has 17.52 crore fully paid equity shares, all held by 11 promoters and promoter-group members before the offer, and the transaction includes no fresh issue.

How does HD Fire Protect’s promoter sale change ownership?

HD Fire Protect’s promoter sale would introduce up to 15% public ownership while leaving its stated share count unchanged. The offer comprises up to 2.63 crore equity shares with a face value of Rs 5 each, compared with 17.52 crore issued, subscribed and paid-up shares before the offer.

An offer for sale is a transaction in which existing shareholders sell their holdings, rather than the company issuing additional shares. HD Fire Protect’s capital structure identifies all 2.63 crore offered shares as an offer for sale by promoter selling shareholders, with no fresh-issue component. The company therefore does not receive new equity capital through the proposed share transfer.

The proposed offer equals 15% of the 17.52 crore pre-offer shares. If the offer is fully subscribed and no other share transfers occur in the period assumed in the prospectus, promoter and promoter-group ownership would fall from 100% to 85%, while public ownership would rise from nil to 15%. The prospectus leaves post-offer individual holdings blank until the basis of allotment is finalised.

Who owns HD Fire Protect before the offer?

HD Fire Protect is wholly owned by 11 promoters and promoter-group shareholders before the offer. The Red Herring Prospectus records 17.52 crore fully paid shares held by this cohort, representing 100% of the company’s shares and voting rights, while the public category has no shareholder or shareholding.

The five promoters collectively own 16.70 crore shares, or 95.33% of the pre-offer capital. Harish Dharamshi is the largest holder with 9.84 crore shares, or 56.13%. Kusum Harish Dharamshi holds 3.12 crore shares, or 17.83%; Miheer Sadanand Ghotikar holds 1.84 crore, or 10.49%; Parika Miheer Ghotikar holds 1.16 crore, or 6.62%; and Anik Narendra Dharamshi holds 74.58 lakh shares, or 4.26%.

The six promoter-group members own the remaining 81.95 lakh shares, or 4.67%, in aggregate. Narendra Visanji Dharamshi holds 60.06 lakh shares, or 3.43%, while Hiren Dharamshi HUF, or Hindu Undivided Family, holds 0.45%. The six shareholders with holdings of at least 1% own 17.30 crore shares, or 98.76%, according to the beneficiary position statement dated October 2, 2026.

Ownership is concentrated within the promoter cohort as well as across it. Harish Dharamshi alone holds 56.13%, and Harish Dharamshi with Kusum Harish Dharamshi hold 73.96% combined. In the shareholding pattern dated October 5, 2024, the six holders with at least 1% owned 99.28%; by the October 2, 2026 position statement, their share was 98.76%, while the company remained without public shareholders.

Why does HD Fire Protect receive no fresh IPO capital?

HD Fire Protect will receive no fresh IPO capital because the entire proposed offer is classified as an offer for sale. A fresh issue would create new shares and supply proceeds to the company, whereas this structure transfers shares held by the promoter selling shareholders to successful applicants.

The capital-structure table reports a nil securities premium account before and after the offer. It also states that the post-offer capital figures will be updated after the offer price and basis of allotment are determined. However, the stated absence of a fresh issue means the proposed transaction does not itself increase the 17.52 crore issued share count.

The board approved the offer on April 3, 2025. Each promoter selling shareholder gave consent on June 17, 2025, and the board took those consents on record on June 19, 2025. Each selling shareholder has separately, rather than jointly, authorised the sale of its respective shares under Regulation 8 of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, known as the SEBI ICDR Regulations.

The eventual public shareholding depends on the disclosed assumptions. HD Fire Protect states that post-offer ownership will reflect actual subscription and the basis of allotment. It also assumes no share transfers between the price-band advertisement and allotment; any such transfer before the prospectus would require an update.

What changed in HD Fire Protect’s share capital before the sale?

HD Fire Protect increased its share count through bonus issues and a share split before proposing the promoter sale, without bringing in public shareholders. The company had 7.97 lakh shares of face value Rs 100 each following the July 2024 bonus issue, before its March 2025 capital restructuring.

Shareholders approved a subdivision on March 18, 2025 that converted each Rs 100 share into Rs 5 shares. The stated outcome was 7.97 lakh shares becoming 1.59 crore shares. On March 28, 2025, the company allotted 15.93 crore Rs 5 shares through a bonus issue of 10 shares for every one share held, taking the cumulative share count to 17.52 crore.

The preceding capital actions included a November 4, 2023 bonus issue of 1.90 lakh shares and a July 15, 2024 bonus issue of 5.31 lakh shares, both involving shares of face value Rs 100. The February 16, 2024 buy-back reduced the then outstanding share count by 19,500 shares. These actions changed the number and denomination of shares, but the October 2, 2026 shareholding pattern still showed 100% promoter and promoter-group ownership.

HD Fire Protect has also established an employee stock option plan, or ESOP, that can create shares after listing if options are exercised. The company had granted 6.50 lakh options by the Red Herring Prospectus date, against a plan limit of 13.50 lakh Rs 5 shares. None of the granted options had vested or been exercised, and the company says no further specified securities will be issued from Red Herring Prospectus filing until listing or refund of application money.

What lock-ins apply to HD Fire Protect’s promoters?

HD Fire Protect’s promoters must retain a minimum promoters’ contribution equal to 20% of fully diluted post-offer equity capital, subject to an 18-month lock-in from allotment. This requirement arises under Regulations 14 and 16 of the SEBI ICDR Regulations, and promoter holdings above the required contribution are to be locked in for six months from allotment.

HD Fire Protect states that its promoters have consented to provide the required 20% contribution and not to sell, transfer, charge, pledge or otherwise encumber it during the prescribed lock-in, except as regulations permit. The company had not identified the specific locked-in shares in the supplied table, which is marked for update at the prospectus stage.

Regulation 17 generally applies a six-month lock-in to the entire pre-offer capital, except where the SEBI ICDR Regulations provide otherwise. HD Fire Protect states that none of the promoters’ shares were pledged or otherwise encumbered on the Red Herring Prospectus date. Promoter shares under lock-in may be transferred among promoters, promoter-group members or a new promoter only if the remaining lock-in continues with the transferee and applicable takeover rules are met.

Conclusion

HD Fire Protect’s proposed IPO is a change in ownership rather than a capital-raising exercise. The planned sale of up to 2.63 crore existing shares would establish up to 15% public ownership from a starting position in which 11 promoter and promoter-group shareholders own all 17.52 crore shares; it would not add shares or fresh offer proceeds to the company.

The next disclosures to watch are the prospectus updates identifying the shares sold by each promoter selling shareholder, the final post-offer ownership and the shares designated as the 18-month minimum promoters’ contribution. The realised public float depends on subscription and allotment, while the 6.50 lakh granted ESOP options remain a potential source of later share-count expansion if exercised.