IPO-bound Company Cannot Trace Key Corporate Records Since 1987

IPO-bound Company says it cannot trace corporate records relating to its December 21, 1987 incorporation and four early equity allotments after searches at the Registrar of Companies, or RoC. The disclosure sits alongside a current pre-offer capital base of 100,986,187 equity shares, of which its promoter holds 72.80%.

Which IPO-bound Company corporate records cannot be traced?

IPO-bound Company cannot trace the board resolution recording its initial subscription and resolutions supporting three later early allotments. Its capital-history disclosure says 50 equity shares of face value Rs 10 each were subscribed on November 12, 1987, before the December 21, 1987 incorporation date, but the board resolution taking note of that subscription is unavailable.

The missing documents also cover a January 19, 1988 allotment of 15,000 equity shares to Veena Chandok, a March 30, 1993 allotment of 240,000 equity shares to Arabian Export Limited, and a May 12, 2003 allotment of 20,000 equity shares to Arabian Exports Limited. IPO-bound Company says it cannot trace the board resolutions for the 1988 and 1993 allotments, or the shareholders’ resolution for the 2003 allotment.

IPO-bound Company also says RoC challans relating to these allotments, described in the capital-history note as filings in Form-2156, are not traceable. A challan is an acknowledgement for a filing with the corporate registry. The Company says its own RoC search did not retrieve the records and that it relied on a May 21, 2026 certificate by an independent practising company secretary concerning the search and the missing corporate records.

Why do the missing IPO-bound Company records matter to its capital history?

IPO-bound Company says the gaps concern the documents supporting its historical capital chain, not merely an administrative archive. Its risk disclosure states that it cannot assure investors that no legal proceedings or regulatory actions will be initiated in the future in relation to missing corporate records, missing filings, factual inaccuracies and discrepancies. The Company says such proceedings or actions may affect its financial condition and reputation.

The four early events increased the recorded paid-up capital from Rs 500 at the November 1987 subscription to Rs 27.505 lakh after the May 2003 allotment. The January 1988 issue added 15,000 shares, the March 1993 issue added 240,000 shares, and the May 2003 issue added 20,000 shares, each at a face value of Rs 10 per share. The unavailable resolutions therefore relate to specific stages of the capital history rather than to the present share count alone.

The current share-capital disclosure records 100,986,187 issued, subscribed and paid-up equity shares of face value Rs 1 each, against authorised capital of 125,000,000 shares of Rs 1 each. Before the offer, IPO-bound Company reports a securities premium account of Rs 329.0366064 crore. Its proposed offer is stated at up to Rs 1,450 crore, including a fresh issue of up to Rs 500 crore and an offer for sale of up to Rs 950 crore, with the final share numbers still to be updated.

The disclosed reconstruction process is a RoC search supported by the May 21, 2026 company-secretary certificate, rather than recovery of the original documents. The prospectus does not state that the missing board resolutions, shareholders’ resolution or relevant filing acknowledgements have been found. Any resolution of the disclosed uncertainty would therefore require original records or other evidence, or clarification through a regulatory process.

What filing and date discrepancies does IPO-bound Company disclose?

IPO-bound Company discloses date differences in its historical forms in addition to the missing records. For the January 19, 1988 allotment to Veena Chandok, the Company says Form 2 was signed on January 15, 1988, four days before the stated allotment date. The board resolution for that 15,000-share allotment is also among the records that IPO-bound Company cannot trace.

A separate discrepancy concerns 1,022,182 Series A compulsorily convertible preference shares, or CCPS, issued to Commelia Ltd. CCPS are preference shares that convert into equity under specified terms. IPO-bound Company says the shares were allotted on July 14, 2017, but Form FC-GPR recorded July 12, 2017, the date on which its board approved the issuance; the CCPS converted on September 19, 2018 into 1,142,324 equity shares.

The promoter-shareholding history records another difference for a 62,245-share transfer to Commelina Ltd. IPO-bound Company says the actual debit from Dr. Dharminder Kumar Nagar and credit to Commelina Ltd occurred on July 24, 2017, while Form FC-TRS recorded July 12, 2017 and the board approved the transfer on July 14, 2017. It also says an April 9, 2025 transfer involving Commelina Ltd and 360 ONE funds was recorded as April 8, 2025 in Form FC-TRS.

How concentrated is IPO-bound Company ownership before the offer?

IPO-bound Company reports that Dr. Dharminder Kumar Nagar, its promoter, holds 73,519,238 equity shares, representing 72.80% of its issued, subscribed and paid-up pre-offer equity capital. The Company says all of those promoter shares were fully paid on their respective allotment or acquisition dates and that none was pledged as of the red herring prospectus date.

The present capital base reflects corporate actions in 2024 and 2025 as well as older allotments. On March 20, 2024, IPO-bound Company subdivided 4,880,533 equity shares of face value Rs 10 each into 48,805,330 equity shares of face value Rs 1 each. On March 27, 2024, it issued 48,805,330 bonus shares on a one-for-one basis, capitalising Rs 4.881 crore from securities premium.

IPO-bound Company then allotted 2,476,792 equity shares to 360 ONE Special Opportunities Fund – Series 12 on April 9, 2025 and 898,735 shares to Axis New Opportunities AIF – Series II on April 16, 2025. Both preferential allotments were at Rs 237 per share, lifting the cumulative share count from 97,610,660 after the 2024 bonus issue to 100,986,187 shares. The current ownership concentration is therefore calculated from a capital base changed by the split, bonus issue and two 2025 preferential allotments.

The proposed offer also carries lock-in provisions under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations. IPO-bound Company says 20% of post-offer equity capital held by the promoter, excluding shares sold in the offer for sale, will be locked in for three years, while promoter holdings above 20% will be locked in for one year. The exact number of shares subject to the three-year lock-in remains marked for updating in the final prospectus.

Conclusion

IPO-bound Company’s disclosures combine a current capital structure of 100,986,187 paid-up equity shares and promoter ownership of 72.80% with unresolved missing records dating from the November 1987 subscription through the May 2003 allotment. The Company has disclosed its RoC search and a May 21, 2026 certificate, but it has not stated that the original resolutions or filing acknowledgements were recovered.

The next document to watch is the final prospectus, which is expected to update the offer and promoter-lock-in fields that remain blank in the red herring prospectus. The unresolved matter is whether IPO-bound Company obtains the missing historical documentation or faces any legal proceeding or regulatory action relating to the records and filing-date discrepancies it has disclosed.