Nitin and Ruchi Tiwari hold 94.66% before SME IPO filing

Nitin and Ruchi Tiwari hold 94.66% of the company’s pre-issue paid-up equity capital, according to its Draft Red Herring Prospectus. The two promoters own 1,32,83,250 of 1,40,32,620 equity shares, while 23 public shareholders collectively own 5.12% before the planned small and medium enterprises (SME) initial public offering (IPO).

How concentrated is promoter ownership before the SME IPO?

The promoters’ ownership is concentrated because Nitin and Ruchi Tiwari together hold 94.66% of the company’s pre-issue equity capital. Nitin Tiwari owns 1,02,23,250 shares, or 72.85%, and Ruchi Tiwari owns 30,60,000 shares, or 21.81%. The prospectus identifies them as the company’s current promoters.

The promoter and promoter-group category is marginally larger at 1,33,14,450 shares, or 94.88%, because it includes Aryan Tiwari’s 31,200 shares, representing 0.22%. The distinction means the 94.66% figure applies only to the two promoters, whereas 94.88% is the regulatory category reported under the Securities and Exchange Board of India (SEBI) shareholding pattern.

The ownership percentages also represent voting-right percentages because the company has one class of equity shares and each equity share carries one vote. Each current equity share has a face value of Rs 10, and the filing reports no partly paid-up shares, warrants, convertible securities or equity shares with differential voting rights.

Who holds the shares outside the promoter group?

Public shareholders hold 7,18,170 equity shares, or 5.12% of pre-issue capital, across 23 holders. The company has 26 shareholders in total: the 23 public shareholders and three holders within the promoter and promoter-group category. The filing reports no shares held by employee trusts or in the non-promoter, non-public category.

The additional top 10 shareholders other than promoters hold 6,76,450 shares, or 4.82% of pre-issue capital. This is 0.30 percentage points below the entire public category, leaving 41,720 shares outside that listed group. Manoj Agarwal, Sanjay Popatlal Jain and Jignesh Amrutral Thobhani are each shown with 1,02,630 shares, or 0.73%.

No public holder appears in the prospectus table of shareholders with at least 1% of paid-up equity capital at the filing date. That table lists only the promoters above the 1% threshold, and the company says none of those 1%-or-more holders has a right to receive shares through warrants, options, debentures, loans or other convertible instruments.

Has the promoters’ ownership changed over two years?

The promoters’ combined stake declined to 94.66% from 99.30% two years before the Draft Red Herring Prospectus, a reduction of 4.64 percentage points. The company reports the stake at 94.66% one year before filing, 10 days before filing and on the filing date. The disclosed percentages therefore show no reported change over the latter two comparison points.

The historical share counts require care because the face value changed from Rs 100 to Rs 10. Two years before filing, Nitin Tiwari held 3,40,775 shares and Ruchi Tiwari held 1,02,000 shares at the earlier Rs 100 face value. At the filing date, their holdings are presented as 1,02,23,250 and 30,60,000 shares respectively after a subdivision and subsequent recalculation.

A February 20, 2026 bonus issue added 93,55,080 equity shares in a two-for-one ratio, funded from free reserves. Nitin Tiwari received 68,15,500 bonus shares and Ruchi Tiwari received 20,40,000. The bonus issue alone does not explain the two-year percentage movement because the same allotment also covered other shareholders and the historical tables cover different capital structures.

What lock-in rules apply to the promoters’ shares?

The promoters’ shares are subject to SEBI lock-in requirements after the IPO. A lock-in is a period during which the covered shares cannot generally be transferred. Under the SEBI Issue of Capital and Disclosure Requirements Regulations, 2018, 20% of post-issue capital held by promoters is to constitute minimum promoter contribution and be locked in for three years from allotment.

The company states that the promoters have consented to contribute the necessary shares and not to sell, transfer, pledge or otherwise encumber those shares during the applicable lock-in. The filing also says the existing promoter shares are fully paid, are not pledged and are held in dematerialised form, meaning electronic rather than physical form.

The promoter holding above the minimum contribution is to be locked in in phases under Regulation 238. Half of the excess holding is to be locked in for two years from allotment and the remaining half for one year. Separately, the filing says all pre-IPO equity shares will be locked in before listing on the BSE SME platform.

What could change ownership after the IPO?

The promoters’ final post-issue percentage is not quantified in the Draft Red Herring Prospectus because the post-issue ownership fields contain placeholders pending the final basis of allotment. The filing establishes pre-issue ownership of 94.66% for the promoters, but it does not provide a completed calculation of their stake after newly issued shares are allotted.

SEBI regulations permit retention of oversubscription of up to 10.00% of the issue for rounding-off while finalising allotments, subject to the minimum allotment lot. If used, that mechanism can increase post-issue paid-up capital, and the company says promoter shares subject to lock-in would be increased as needed to maintain a 20.00% minimum promoter contribution.

The company says it has no intention or proposal to alter its capital structure for six months through a share split, consolidation, bonus issue, rights issue, preferential issue, further public issue or qualified institutions placement. It reserves the ability to issue equity shares or securities convertible into equity for an acquisition, merger, joint venture, regulatory compliance or another board-approved purpose, subject to relevant approvals.

Conclusion

Nitin and Ruchi Tiwari’s 94.66% pre-issue holding leaves a limited 5.12% public shareholding across 23 investors. Including Aryan Tiwari, the promoter and promoter-group category reaches 94.88%, confirming that the difference between the two reported percentages is the promoter-group member’s 0.22% stake.

The completed post-issue shareholding pattern is the next ownership disclosure to watch because the prospectus does not yet state the promoters’ final diluted percentage. The disclosed six-month capital-structure plan and the lock-in terms will indicate whether ownership changes only through IPO dilution or through a later approved transaction.