Kunal Bahl and Rohit Kumar Bansal built a 23.12% stake

Kunal Bahl and Rohit Kumar Bansal built a combined 23.12% holding on a fully diluted basis, up from 6.51% two years earlier. Bahl and Bansal added 78,250,560 Equity Shares through cash purchases at Rs 4.18 per share and 43,497,920 shares allotted under employee stock option, or ESOP, schemes in 2024-25.

How did Bahl and Bansal build a 23.12% stake?

Bahl and Bansal reached 23.12% because their combined holding rose to 108,050,240 Equity Shares, comprising 56,967,520 shares held by Bahl and 51,082,720 held by Bansal. The Red Herring Prospectus calculates these positions against outstanding Equity Shares plus 12,682,560 shares arising from exercise of vested options under the ESOP schemes.

Two years before the Red Herring Prospectus, Bahl held 18,132,640 Equity Shares, or 3.96% on a fully diluted basis, and Bansal held 11,667,040 shares, or 2.55%. Their combined holding of 29,799,680 shares represented 6.51%, meaning their reported stake increased by 16.61 percentage points and their share count increased by 78,250,560 shares.

The decline from 23.99% one year earlier to 23.12% at the Red Herring Prospectus date did not reflect a lower disclosed share count for either founder. The prospectus uses 9,222,560 vested-option shares in its one-year-prior calculation and 12,682,560 in the current calculation, increasing the fully diluted denominator by 3,460,000 shares.

What did the Rs 4.18 share purchases add for Bahl and Bansal?

Bahl and Bansal acquired 34,752,640 Equity Shares through disclosed Rs 4.18-per-share secondary purchases between December 10, 2024 and July 9, 2025. Bahl acquired 17,085,920 shares through these transactions, while Bansal acquired 17,666,720 shares; the 580,800-share difference arose from Bansal’s 3,521,600-share purchase on June 3, 2025, compared with Bahl’s 2,940,800 shares on that date.

The purchases were concentrated among shares sold by existing financial investors. Both founders bought 1,480,000 shares from Madison India Opportunities Trust Fund on December 10, 2024, 3,989,760 shares from Ontario Teachers’ Pension Plan Board on January 20, 2025, and 2,594,400 shares from Intel Capital Corporation on February 11, 2025.

The prospectus classifies the Rs 4.18 transactions as cash purchases from named shareholders rather than new allotments by the company. Consequently, the 34,752,640 shares shifted ownership from existing investors to Bahl and Bansal without adding to the issued Equity Share count. Each Equity Share in those transactions had a face value of Rs 1.

How important were the Rs 1 ESOP allotments?

ESOP allotments supplied 43,497,920 Equity Shares, or 55.59% of Bahl and Bansal’s 78,250,560-share increase from the two-years-prior position. Each founder received 21,748,960 shares on June 25, 2025, including 916,800 shares under ESOP 2012 and 20,832,160 shares under ESOP 2016, both recorded at an allotment price of Rs 1 per share.

The remaining 34,752,640 shares, or 44.41% of the increase, came from the Rs 4.18 secondary purchases. The prospectus separately states that Equity Shares allotted under ESOP schemes were adjusted for a 159:1 bonus issue approved by the board and shareholders in November 2021, resulting in an effective acquisition cost of Rs 0.01 per share for that adjustment.

Secondary purchases and ESOP allotments affect ownership through different mechanisms. The cash purchases transferred outstanding shares from sellers, whereas the ESOP allotments added shares to the founders’ holdings. The reported 23.12% fully diluted stake is calculated using the current outstanding share count and 12,682,560 vested option-linked shares specified in the prospectus.

How concentrated is promoter ownership after Bahl and Bansal's increase?

Bahl and Bansal account for 23.12% of fully diluted capital, while the three disclosed promoters together hold 248,730,720 Equity Shares, or 53.24%. Starfish I Pte. Ltd. holds the remaining 140,680,480 promoter shares, equal to 30.11%, compared with Bahl’s 12.19% and Bansal’s 10.93%.

The promoter group includes B2 Professional Services LLP, which holds 50,776,640 Equity Shares or 10.87% on the same fully diluted basis. Promoters and the promoter group therefore hold 299,507,360 shares and 64.10% on that basis. A separate shareholding-pattern table reports the promoter and promoter-group category at 65.90% of 454,499,270 outstanding shares, showing the distinction between outstanding-share and fully diluted measurements.

Nine shareholders with holdings of at least 1% held 393,231,200 Equity Shares, or 84.17% on a fully diluted basis at the Red Herring Prospectus date. That group includes Starfish I Pte. Ltd., Bahl, Bansal, B2 Professional Services LLP and Nexus India Direct Investments II, which held 8.05%.

What lock-in disclosures apply to Bahl and Bansal?

Bahl and Bansal are subject to the promoter lock-in framework under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. The prospectus states that 20% of fully diluted post-offer Equity Share capital held by promoters must be locked in for 18 months from allotment, while promoter holdings above that threshold are locked in for six months, subject to the regulations.

The promoters agreed not to dispose of, sell, transfer, charge, pledge or otherwise encumber shares forming the minimum promoter contribution from the Red Herring Prospectus filing until expiry of the applicable lock-in. The prospectus also states that all promoter Equity Shares are held in dematerialised form and that shares offered for minimum promoter contribution are not subject to pledge or other creditor encumbrance.

The post-offer holdings were blank in the Red Herring Prospectus and are to be updated in the Prospectus after the offer price and basis of allotment are finalised. The detailed table identifying Equity Shares to be locked in for 18 months as minimum promoter contribution was also marked for update at the Prospectus stage.

Conclusion

Bahl and Bansal increased their combined fully diluted holding from 6.51% to 23.12% in the prospectus comparison by adding 34,752,640 secondary-purchase shares and 43,497,920 ESOP shares. Their 108,050,240 Equity Shares make them a substantial part of the promoter pool, although Starfish I Pte. Ltd. remains the largest individual promoter holder with 140,680,480 shares.

The next disclosed points to watch are the Prospectus update on post-offer ownership and the allocation of minimum promoter contribution for lock-in. The current fully diluted calculation assumes exercise of 12,682,560 vested ESOP options, while the post-offer holdings remain subject to finalisation of the offer price and basis of allotment.