Our Company completed 45-for-1 bonus before Rs 5.895 crore placements

Our Company completed a 45-for-1 bonus issue on June 19, 2025, adding 14,994,540 equity shares without cash consideration, before raising Rs 5.895 crore in three pre-initial public offering, or pre-IPO, placements during March and May 2026. The placements issued 204,063 shares at Rs 284 or Rs 290 each.

How did the 45-for-1 bonus issue change Our Company's share capital?

Our Company's 45-for-1 bonus issue increased its equity-share count from 333,212 shares to 15,327,752 shares on June 19, 2025. The Company allotted 45 new equity shares for every one share held, creating 14,994,540 additional shares with a face value of Rs 10 each and a nil issue price.

A bonus issue distributes additional shares to existing shareholders rather than raising cash. Accordingly, the June 19, 2025 allotment was recorded as consideration other than cash, while paid-up equity share capital increased from Rs 33.32 lakh before the bonus issue to Rs 15.33 crore after it because each new share retained a Rs 10 face value.

The same date also brought a separate preferential issue of 139,867 shares to Saju Sebastian Eapen at Rs 182 a share. A preferential issue is a targeted issue to a named investor, unlike the pro-rata bonus issue to all shareholders; it took the cumulative share count from 15,327,752 to 15,467,619 shares.

The 45-for-1 ratio reconciles directly with the disclosed share count: 333,212 pre-bonus shares multiplied by 45 equals 14,994,540 bonus shares. The June 2025 transaction therefore changed the number of shares outstanding by more than 45 times without bringing new cash into Our Company.

Who received the June 2025 bonus shares from Our Company?

Our Company's largest bonus allotment went to Carving Futures Pte. Ltd., which received 14,016,915 of the 14,994,540 shares issued on June 19, 2025. This was 93.48% of the total bonus allotment, based on the disclosed number of shares, and followed Carving Futures' earlier rights issues and private placement acquisitions.

Manish Agarwal received 341,370 bonus shares, KAPICO Investment Co. L.L.C received 187,425 shares, Rainmatter Investments received 166,590 shares and NB Ventures Limited received 131,085 shares. Nitin Bindlish received 44,865 shares and Coral Pebble LLP received 43,695 shares, while Rayees Ahmed Mohammed Khalfay, Laique Ali Mohammed Modak and Nafeel Mohamood Patankar each received 20,790 shares.

Five holders, Mohd. Naushad, Ravi Shekhar, Rajeev, Akhil Bansal and Ved Prakash, each received 45 bonus shares on June 19, 2025. Their allotments are consistent with each holding one equity share immediately before the 45-for-1 transaction.

The bonus issue followed private placements at Rs 5,402 per share on April 24, May 9 and May 19, 2025, which together added 12,955 shares before the bonus event. Those pre-bonus prices and the later Rs 284-Rs 290 pre-IPO prices reflect different share counts and issuance dates, so the disclosed record does not present them as directly comparable like-for-like subscription prices.

How were Our Company's three pre-IPO placements structured?

Our Company completed three pre-IPO placement allotments from March 3, 2026 to May 27, 2026, issuing 204,063 equity shares for cash. The placements raised an aggregate Rs 5.895 crore at Rs 284 per share and Rs 290 per share, with every share carrying a Rs 10 face value.

The March 3, 2026 placement allotted 38,731 shares at Rs 284 each to Usha Malik, Nitin Jain, Sarita Jain, Sheela Jain and Pankaj Dhingra. The Rs 284 issue price included a securities premium of Rs 274 per share, meaning the amount above the Rs 10 face value was classified as premium.

The March 24, 2026 placement allotted 79,732 shares to Myong Zin Park at Rs 290 each. The May 27, 2026 placement allotted 85,600 shares at the same Rs 290 price to Jeffrey Daniel Shiring, Jennifer Lee Switzer, and Vivek Jhorar and Akhil Bansal on behalf of Tremis Moms Ray Belief; the Rs 290 price included a Rs 280 premium per share.

Our Company obtained Board approvals for the three placements on February 13, March 18 and April 29, 2026, followed by shareholder approvals on February 14, March 19 and April 30, 2026. The placements were made under Sections 42 and 62 of the Companies Act, 2013, and Rule 14 of the Companies (Prospectus and Allotment of Securities) Rules, 2014.

How do the pre-IPO placements affect Our Company's proposed fresh issue?

Our Company reduced the proposed fresh issue by the Rs 5.895 crore raised through the pre-IPO placements. The revised fresh issue comprises up to 5,230,000 equity shares with a face value of Rs 10 each, while the final issue price was not specified in the supplied disclosure.

The Company stated that the pre-IPO placements did not exceed 20% of the fresh-issue size disclosed in the Updated Draft Red Herring Prospectus-I. It also informed placement subscribers before allotment that there was no guarantee the issue would proceed, succeed or result in stock-exchange listing.

Before the proposed issue, Our Company had authorised share capital of 25,000,000 equity shares, equal to Rs 25 crore at face value, and issued, subscribed and paid-up capital of 15,671,682 shares, equal to Rs 15.67 crore. If the full 5,230,000-share fresh issue is subscribed, the share count would rise from the disclosed pre-issue level, although the post-issue aggregate value awaits final pricing.

The Board authorised the proposed issue on August 1, 2025, and shareholders approved it through a special resolution on August 5, 2025. As of the Red Herring Prospectus date, promoters held 14,374,264 shares, or 91.72% of the issued, subscribed and paid-up share capital, establishing the pre-issue ownership concentration against which the new-share issuance would occur.

Conclusion

Our Company's capital history separates a non-cash share-count expansion from later cash fundraising. The June 2025 bonus issue added 14,994,540 shares, led by Carving Futures Pte. Ltd.'s 14,016,915-share allotment, while the three 2026 pre-IPO placements added 204,063 shares and raised Rs 5.895 crore.

The next disclosed step is the fresh issue of up to 5,230,000 shares, authorised in August 2025 but still subject to final issue-price determination after the bid or issue closing date. The final issue price, subscription level and resulting post-issue share count remain unresolved in the supplied disclosure.