Kheria family ownership will fall to about 71% after IPO

Kheria family holders own all 1,12,50,000 equity shares before the IPO, with no public or non-promoter non-public shareholders recorded. The proposed fresh issue of 45,98,400 equity shares would lift paid-up capital to 1,58,48,400 shares, reducing the seven promoter and promoter-group holders’ combined stake to about 70.99% if their holdings remain unchanged.

Who owns Kheria family equity before the IPO?

Kheria family holders own 100.00% of the company before the IPO through four promoters and three promoter-group holders. The pre-issue shareholding statement records seven shareholders holding 1,12,50,000 fully paid equity shares of face value Rs 10 each. It records zero public shareholders, zero non-promoter non-public shareholders, zero shares underlying depository receipts and zero employee-trust holdings.

The four promoters hold 1,01,17,250 shares, or 89.93% of the pre-issue capital, while the three promoter-group holders own 11,32,750 shares, or 10.07%. Santosh Devi Kheria is the largest holder, with 34,10,250 shares or 30.31%. Sushma Kheria holds 24,82,250 shares or 22.06%; Tara Chand Kheria holds 22,14,500 shares or 19.68%; and Vinay Kheria holds 20,10,250 shares or 17.87%.

The promoter-group holders are Vinay Kheria Hindu Undivided Family, or HUF, with 10,27,500 shares; Varun Kheria with 1,05,000 shares; and Tara Chand Kheria HUF with 250 shares. An HUF is a family-based legal arrangement recognised under Indian law. The five holders with at least 1% each collectively own 1,11,44,750 shares, or 99.06% of pre-issue capital, leaving 1,05,250 shares, or 0.94%, with Varun Kheria and Tara Chand Kheria HUF.

How will Kheria family ownership change after the IPO?

Kheria family ownership will fall to about 70.99% after the IPO because the issue adds new shares without reducing the existing 1,12,50,000 shares held by the promoter and promoter-group category. The capital-structure statement sets out an issue of 45,98,400 equity shares and post-issue paid-up equity capital of up to 1,58,48,400 shares. Dividing 1,12,50,000 by 1,58,48,400 produces the 70.99% figure.

The balance of about 29.01% would be represented by shares issued through the fresh issue, rather than by a disclosed sale of existing Kheria family shares in the supplied capital-structure extract. The issue includes 2,30,400 shares reserved for the market-maker portion and a net issue to the public of 43,68,000 shares. A market maker is an exchange-registered intermediary that provides buy and sell quotations under applicable market-making rules.

The calculation depends on all 45,98,400 shares being issued and on the Kheria family retaining its existing share count through allotment. The prospectus leaves the post-issue holder-by-holder table as placeholders pending finalisation of the issue price and basis of allotment. However, the stated pre-issue and maximum post-issue share totals permit a dilution calculation that does not depend on the final issue price.

Why is Kheria family ownership fully concentrated before the IPO?

Kheria family ownership is fully concentrated before the IPO because the recorded capital build-up used promoter-linked subscriptions, rights issues, a loan conversion and a bonus issue, while the public-shareholder category remained at zero. At incorporation on November 12, 2009, authorised capital was 10,00,000 shares with nominal value of Rs 1 crore. On July 5, 2025, authorised capital was increased to 1,80,00,000 shares with nominal value of Rs 18 crore.

Paid-up capital reached 45,00,000 shares on March 31, 2020, following the issue of 26,40,400 shares at Rs 30 a share upon conversion of unsecured loans. Vinay Kheria, Vinay Kheria HUF, Sushma Kheria, Santosh Devi Kheria, Tara Chand Kheria and Tara Chand Kheria HUF received those shares. The conversion increased equity held by family-linked parties without creating a public-shareholder holding.

A July 26, 2025 bonus issue added 67,50,000 shares in the ratio of three shares for every two shares held. The company states that the issue capitalised reserves and surplus, including securities premium available for distribution, and did not use revaluation reserves. It also states that no assets have been revalued since incorporation and no equity shares, including bonus shares, were issued by capitalising revaluation reserves.

The bonus issue increased share counts while maintaining the disclosed proportional split among the major holders. Santosh Devi Kheria held 13,64,100 shares two years before the prospectus date and 34,10,250 shares at the prospectus date, while her reported percentage remained 30.31%. The same major-shareholder table reports unchanged percentages for Sushma Kheria at 22.06%, Tara Chand Kheria at 19.68%, Vinay Kheria at 17.87% and Vinay Kheria HUF at 9.13%.

What rights and future capital actions could affect Kheria family control?

Kheria family holders currently have 100% of voting rights because the company has one class of fully paid equity shares and one equity share carries one vote. The prospectus says all equity shares rank pari passu, meaning equally in rights. It also reports no partly paid shares, preference shares, warrants, outstanding convertible instruments, depository receipts or equity shares with differential voting rights.

The four promoters would hold about 63.84% of the 1,58,48,400 post-issue shares if their 1,01,17,250-share total remains unchanged. The full seven-holder Kheria family group would hold about 70.99%. This result requires the fresh issue to proceed as stated, and it would change if any holder transfers shares or if the company later issues further equity securities.

The pre-issue declaration reports no pledged or otherwise encumbered promoter shares. It also says all pre-IPO equity shares will be locked in before listing on NSE EMERGE, the National Stock Exchange’s small and medium enterprises platform, although the supplied extract does not give a lock-in duration. The company has entered into a market-making agreement dated February 18, 2026 under which SMC Global Securities Limited is to act for a minimum of three years from listing.

The company says it will make no further capital issue, including a bonus issue, preferential allotment or rights issue, from the red herring prospectus date until listing or refund of application monies. As of the prospectus filing, it reports no plan to alter capital through a split, consolidation, preferential issue, bonus issue, rights issue, further public issue or qualified institutions placement. It nevertheless says that within six months of the opening of the present issue, the board may consider such actions for an acquisition, merger, joint venture, regulatory compliance or another purpose if it identifies an opportunity.

Conclusion

Kheria family ownership is set to move from 100.00% before the IPO to about 70.99% of the enlarged equity capital, based on 1,12,50,000 existing shares and 45,98,400 proposed new shares. The change arises from fresh-share dilution: the family’s share count would remain unchanged under the stated structure, while the total share base would rise by 40.87%.

The next ownership measure to watch is the final post-issue shareholding pattern, which the prospectus says will be filed one day before listing and uploaded on the National Stock Exchange website before trading starts. The final allocation remains unresolved in the supplied extract, while the disclosed six-month scope for a later capital action could affect the ownership structure if the board pursues a qualifying transaction or financing purpose.