Our Company cannot trace historical allotment documents

Our Company cannot trace allotment-form filings and copies of bank statements for certain historical equity-share allotments. The prospectus relies instead on resolutions, registers, annual returns, affidavits and certificates dated June 23 and June 24, 2025, while disclosing that a non-compliance finding could result in regulatory action or penalties.

What historical share allotment records cannot Our Company trace?

Our Company says filings for specified equity-share allotments are not traceable, and copies of bank statements for those allotments cannot be located. The disclosure applies to allotments marked with an asterisk in the capital-history table, including rights issues in March 2003, July 2008, September 2008, December 2008, March 2009 and March 2011, as well as the March 17, 2005 bonus issue.

The missing records relate to a capital history that began when Our Company was incorporated under the Companies Act, 1956 on April 25, 1996. Its issued capital rose from 300 equity shares at incorporation to 20,000,000 shares of face value Rs 10 after the March 31, 2011 rights issue; a 2021 buyback then reduced the count by 1,000,000 shares to 19,000,000.

Our Company subsequently subdivided every Rs 10 equity share into five Rs 2 equity shares under board and shareholder resolutions dated January 27, 2025 and February 3, 2025. The subdivision produced 95,000,000 issued, subscribed and paid-up equity shares of Rs 2 each as of the red herring prospectus date, making the historical allotment trail relevant to the present capital structure.

How does Our Company support allotments without the missing records?

Our Company supports the untraceable filing records with board and shareholder resolutions approving issuances and allotments where applicable, the share-allotment register, annual returns, financial statements, affidavits from allottees and the company, and a June 23, 2025 certificate from Sanjay Dholakia & Associates, a practising company secretary. For the bonus allotments, the prospectus also says the shares were issued from free reserves rather than for cash consideration.

For the cash allotments, Our Company says it verified receipt of funds through certificates issued by its erstwhile statutory auditors after completion of each allotment. It also received a certificate dated June 24, 2025 from its statutory auditor and the June 23, 2025 certificate from Sanjay Dholakia & Associates, which the prospectus says confirm allotment details and compliance with applicable provisions of the Companies Act, 1956 and the Companies Act, 2013.

The later certificates and corporate records are an alternative evidence chain, not recovered copies of the bank statements or filing forms. That distinction is material because the prospectus separately says Our Company inadvertently failed to make certain filings with the Registrar of Companies, or RoC, and that certain records or filings have discrepancies or were filed with delay.

Which share issues are most relevant to the missing allotment filings?

The most relevant allotments include cash rights issues and a bonus issue because the prospectus marks their allotment filings as untraceable in the capital-history disclosure. Rights issues were made at Rs 100 per share in March 2003 and at Rs 10 per share for several allotments from July 2008 through March 2011, while bonus issues carried a nil issue price.

Between September 21, 2007 and March 31, 2011, five listed rights issues increased cumulative capital from 2,600,000 shares to 20,000,000 shares. They comprised 1,400,000 shares on September 21, 2007, 1,000,000 shares on each of July 10 and September 12, 2008, 1,500,000 shares in December 2008 and March 2009, and 2,000,000 shares on March 31, 2011.

The capital history also records six bonus issues, including 9,000,000 shares on October 15, 2010, which doubled cumulative capital from 9,000,000 to 18,000,000 shares. Unlike cash rights issues, bonus issues did not involve cash receipts, but their stated basis was the use of free reserves and the corporate approvals recorded for those allotments.

What regulatory risk does Our Company disclose over historical allotments?

Our Company expressly says it may face regulatory action or penalties if it is found not to have complied with applicable regulations for allotments whose bank statements cannot be traced. Its risk disclosure also says untraceable corporate records, discrepancies, delayed filings and failures to make certain RoC filings may lead to penal action by the competent regulatory authority.

The prospectus nevertheless states that Our Company has complied with the Companies Act, 1956 and the Companies Act, 2013 in relation to equity-share issuances from inception to the filing date of the red herring prospectus. This is the company’s stated compliance position, supported by the June 2025 auditor and company-secretary certificates, rather than a statement that every original underlying filing and bank record has been located.

The matter concerns a closely held pre-offer capital structure. Promoters held 94,287,500 of 95,000,000 equity shares, or 99.25%, while VRIDAA Holding Trust held 92,150,000 shares, or 97.00%; promoter-group holdings accounted for the remaining 0.75%, taking promoter and promoter-group ownership to 100.00%.

How did the 2021 buyback and 2025 subdivision change the share count?

Our Company’s 2021 buyback and 2025 subdivision changed the number and denomination of shares without changing the need to substantiate earlier allotments. The October 1, 2021 buyback reduced issued capital from 20,000,000 to 19,000,000 shares of Rs 10 each, and the company says that buyback complied with the Companies Act, 2013 and used an independent valuation report for its price.

The February 2025 subdivision then multiplied the 19,000,000 outstanding Rs 10 shares into 95,000,000 Rs 2 shares. The comparison shows that the number of shares increased fivefold through the subdivision, while the aggregate paid-up capital represented by the pre-split shares remained represented in the new denomination.

Conclusion

Our Company has disclosed a documentation gap in portions of its historical share-capital record, not a disclosed regulatory finding of wrongdoing. Its stated evidence consists of corporate resolutions, registers, annual returns, financial statements, affidavits, erstwhile-auditor certificates and certificates dated June 23 and June 24, 2025, while certain filing records and bank-statement copies remain unavailable.

The next item to watch is any review by a competent authority of the missing, delayed or discrepant filings, because the prospectus identifies possible regulatory action or penalties. Separately, Our Company plans a fresh issue of up to Rs 92.50 crore and says it will make no further equity issue, split, consolidation or convertible-security issue until listing or the applicable refund or application-money unblocking outcome.