OCL family trusts held 70% after the 2025 bonus issue

OCL’s two family trusts held 71,424,000 equity shares, or 70% of its 102,035,000 pre-offer shares, after the January 6, 2025 bonus issue. Vipul Family Trust and Garima Family Trust each owned 35%, while OCL reported seven shareholders and no public shareholding before the offer.

How concentrated was OCL’s ownership after the 2025 bonus issue?

OCL’s ownership was concentrated because Vipul Family Trust and Garima Family Trust each held 35% of the pre-offer equity share capital. Together, the trusts held 71,424,000 of OCL’s 102,035,000 fully paid equity shares, each with a face value of Rs 1, as of the Red Herring Prospectus date.

The trust stakes exceeded the holdings registered directly in the names of the two largest individual promoters. Vipul Nagpal held 24,722,800 shares, or 24.23%, and Garima Nagpal held 5,788,000 shares, or 5.67%. The four shareholders holding at least 1% collectively owned 101,934,800 shares, or 99.90% of pre-offer capital.

OCL’s shareholding-pattern table placed all 102,035,000 shares in the promoter-group category and recorded no shares in the public category. It also recorded no non-promoter non-public holdings, depository receipts or employee-benefit-trust holdings. The two trusts’ 70% stake was therefore part of a pre-offer ownership structure without a public float.

How did OCL’s 9:1 bonus issue change the share count?

OCL’s January 6, 2025 bonus issue increased the number of shares without changing the proportional holdings of shareholders receiving the bonus. A 9:1 bonus issue allotted nine new equity shares for every one equity share held. OCL allotted 91,831,500 bonus shares, taking its issued, subscribed and paid-up capital to 102,035,000 equity shares of Rs 1 each.

The bonus issue followed a share subdivision approved by OCL’s board on December 16, 2024 and by shareholders on December 17, 2024. The subdivision converted 1,020,350 equity shares with a face value of Rs 10 each into 10,203,500 equity shares with a face value of Rs 1 each. The subsequent 9:1 bonus issue made each post-subdivision shareholding ten times its prior number of shares.

Vipul Family Trust held 357,120 shares of Rs 10 each before the subdivision, following gifts from Vipul Nagpal on March 24, 2022. Those shares became 3,571,200 shares of Rs 1 each after the subdivision, and the trust received 32,140,800 bonus shares on January 6, 2025. Its resulting holding was 35,712,000 shares, equal to 35% of pre-offer capital.

Garima Family Trust followed the same numerical path. Its 357,120 shares of Rs 10 each became 3,571,200 shares of Rs 1 each after the subdivision, and it received 32,140,800 bonus shares. The resulting 35,712,000 shares also represented 35% of OCL’s pre-offer capital.

Why do OCL’s family trust holdings matter alongside direct holdings?

OCL’s family trust holdings show that ownership concentration is greater than the direct holdings of the two principal individual promoters alone indicate. Vipul Nagpal’s direct 24.23% stake and Garima Nagpal’s direct 5.67% stake totalled 29.90%. The two family trusts added 70%, and OCL listed both trusts among its promoters.

The prospectus records the trust acquisitions as gifts made on March 24, 2022, with no transfer price. Vipul Nagpal transferred blocks of 175,000 and 182,120 shares of Rs 10 each to Vipul Family Trust. Garima Nagpal transferred blocks of 195,000 and 162,120 shares of Rs 10 each to Garima Family Trust.

Those four transfers totalled 714,240 shares of Rs 10 each before the later subdivision and bonus issue. The subdivision changed the denomination to Rs 1 per share, while the bonus issue increased the number of shares held by each eligible shareholder in the same 9:1 ratio. Neither event, by itself, changed the two trusts’ combined 70% proportion of pre-offer capital.

OCL stated that its promoters collectively held 102,034,800 equity shares, or 99.99% of issued, subscribed and paid-up capital. The remaining 200 shares were held by Darshan Lal Nagpal and Prem Nagpal, each described as having a negligible holding in the shareholder table. OCL also stated that no shares held by its promoters or promoter group were pledged or otherwise encumbered as of the Red Herring Prospectus date.

What could change OCL’s ownership percentages after the offer?

OCL’s disclosed 70% family-trust stake is a pre-offer measure because the post-offer shareholding fields in the capital-structure tables were pending completion. The offer comprised a fresh issue and an offer for sale, but the Red Herring Prospectus did not state final post-allotment share counts or percentages. The completed post-offer table will show the effect of dilution from the fresh issue and any shares sold in the offer for sale.

OCL has also approved the OCL Employee Stock Option Scheme 2025, which permits options that may result in the issue of up to 4,000,000 equity shares to eligible employees. As of the Red Herring Prospectus date, 327,484 options were in force, compared with 436,311 options at the end of fiscal 2026. The difference reflected 40,284 options forfeited, lapsed or cancelled from July 1, 2026 to the prospectus filing date.

Outstanding options under the OCL Employee Stock Option Scheme 2025 carried an exercise price of Rs 212.96. Vesting is subject to continued employment and performance parameters determined by the board committee, and the exercise period may extend for up to eight years from vesting. Option exercise would increase the number of equity shares and could affect percentage ownership if shares are issued.

OCL stated that, apart from the offer and any share issue from options granted under the OCL Employee Stock Option Scheme 2025, it did not presently intend to alter its capital structure for six months from the bid or offering date. The stated restriction covers subdivisions, consolidations, bonus issues, rights issues, preferential issues, further public issues, convertible securities, mergers and acquisitions.

What lock-in rules apply to OCL’s promoter holdings?

OCL’s promoter holdings will be subject to Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations lock-in provisions after allotment. At least 20% of OCL’s fully diluted post-offer equity share capital held by promoters must form the minimum promoters’ contribution and be locked in for three years from allotment. Promoter holdings above that 20% threshold are to be locked in for one year from allotment.

OCL had not completed the table identifying the particular shares that would constitute minimum promoters’ contribution before filing the prospectus. It stated, however, that promoters had consented to contribute the required 20% and not to sell, transfer, charge, pledge or otherwise encumber those shares from the Red Herring Prospectus filing until the applicable lock-in period ends.

Separately, OCL stated that its entire pre-offer equity share capital, including any unsubscribed portion of offered shares, would be locked in for six months from allotment, subject to regulatory exceptions. The exceptions include shares allotted in the offer, employee shares issued on exercise of options, and specified qualifying venture-capital or fund holdings. The lock-in framework limits transferability for defined periods but does not establish the final post-offer ownership percentages.

Conclusion

OCL entered the offer process with all equity held across seven promoter-group shareholders, and its two family trusts accounted for 70% of the 102,035,000 pre-offer shares. The January 2025 9:1 bonus issue increased the share count after the Rs 10-to-Rs 1 subdivision, but it preserved the trusts’ 35% ownership interest each.

The next ownership measure to watch is OCL’s completed post-offer shareholding table, because the Red Herring Prospectus left post-allotment holdings pending. OCL’s stated plan not to alter capital structure for six months from the bid or offering date, except for the offer and employee-option exercises, and the 327,484 options outstanding under the OCL Employee Stock Option Scheme 2025 are further disclosed factors affecting the share count.