Pasupuleti Venkata Ramarao and Meenakshi hold 92.02% before offer

Pasupuleti Venkata Ramarao and Pasupuleti Meenakshi hold 1,42,26,198 Equity Shares, or 92.02% of the company’s pre-offer issued, subscribed and paid-up Equity Share capital. Ramarao owns 48.98% and Meenakshi owns 43.04%, placing the disclosed pre-offer holding with the two named promoters.

How is the 92.02% promoter holding divided before the offer?

Ramarao and Meenakshi divide the 92.02% pre-offer promoter holding between 75,72,198 and 66,54,000 Equity Shares respectively. The disclosure measures both stakes against the issued, subscribed and paid-up Equity Share capital before the offer, rather than against a post-offer share base.

Ramarao’s 48.98% holding exceeds Meenakshi’s 43.04% holding by 5.94 percentage points. The difference is 9,18,198 Equity Shares, but both holdings are identified in the promoter table as direct promoter stakes and together account for more than nine-tenths of pre-offer capital.

Ramarao, aged 52, is the company’s Managing Director, while Meenakshi, aged 42, is its Executive Director. The prospectus therefore identifies the same two people as the promoters holding 92.02% and as directors with executive roles in the company.

What does the pre-offer ownership figure mean?

The 92.02% figure means Ramarao and Meenakshi’s combined stake before the offer, calculated on the pre-offer issued, subscribed and paid-up Equity Share capital. An Equity Share is the ownership security specified in the prospectus, and the pre-offer definition does not establish a percentage that will apply after the offer.

The prospectus directs readers to the Capital Structure section for the build-up of Ramarao and Meenakshi’s shareholding. The supplied disclosure does not state a post-offer promoter percentage, so the 92.02% holding cannot be used as a post-offer ownership measure without a separately disclosed post-offer capital calculation.

The company also reports no change in control during the five years immediately preceding the filing of the Red Herring Prospectus. That five-year disclosure is a historical comparison with the current promoter table: control is stated to have remained unchanged over the preceding period, while the table records the 92.02% pre-offer holding at the prospectus date.

The prospectus says the promoters’ interests include their own and relatives’ shareholdings, potential dividends and other distributions, directorships, and director remuneration. It also says they may be deemed interested in payments to entities with which the company has had related-party transactions where the promoters hold board, ownership, membership, partnership or related control connections.

Who forms the wider promoter group besides the two promoters?

The wider promoter group contains specified relatives and four entities besides Ramarao and Meenakshi under Regulation 2(1)(pp) of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. Promoter-group membership is broader than the two-person promoter shareholding table and does not, on these pages, allocate Equity Share holdings to every group member.

The disclosed natural-person group includes Ramarao’s sisters Putidindi Venkata Lakshmi, Kakarla Venkata Naga Devi and Yarramsetti Venkata Saraswathi; his brother Pasupuleti Venkateswararao; his son Pasupuleti Veera Venkata Satyanarayana; and his daughter Pasupuleti Srinithya. Kanuri Apparao is listed as Meenakshi’s father, while the table repeats Ramarao and Meenakshi to set out relationships from each promoter’s perspective.

The four entities in the promoter group are Green Asia Cold Storages Private Limited and Green Asia Corp, both companies, and Green Asia marine LLP and Sri Vallabha Modern Rice Mill LLP, both limited liability partnerships. The disclosure thus separates the 92.02% ownership recorded for the two promoters from a wider classification containing relatives and four affiliated entities.

The prospectus says that, except as stated in the management disclosure, no amount or benefit was given to the promoters or promoter group during the two years before the Red Herring Prospectus filing, and none was intended at that date. A separate statement qualifies this by excluding ordinary-course business and matters disclosed in the financial information.

What control and regulatory disclosures apply to the promoters?

The company states that neither Ramarao nor Meenakshi has been declared a wilful defaulter or fraudulent borrower by a bank, financial institution or consortium under Reserve Bank of India guidelines. It also states that no securities-law violation proceedings are pending against the promoters or promoter-group members and that they have not been debarred from accessing capital markets by the Securities and Exchange Board of India or another regulatory or governmental authority.

The company further reports no defaults in payment of interest or principal to debenture, bond or fixed-deposit holders, banks or financial institutions during the past three years by the company, its promoters, group companies and companies promoted by the promoter. These are confirmations about specified defaults and regulatory status; they do not alter the 92.02% pre-offer shareholding calculation.

Both Ramarao and Meenakshi are listed as having disassociated from S. G. Exports on April 13, 2024, for personal reasons. That disclosure is separate from the statement that there was no change in control during the preceding five years, because a disassociation from S. G. Exports is not described as a change in control of the company.

Ramarao is also identified in a Companies Act, 2013 disclosure as appearing on the list of directors of the struck-off entity Clarion Park Solutions Private Limited. The prospectus states that, except for that identified matter, none of the promoters or individuals in the promoter group appears in lists of directors of struck-off companies maintained by the Registrar of Companies or the Ministry of Corporate Affairs under Section 248.

Why are only two promoter-group entities named as group companies?

Only Green Asia Cold Storages Private Limited and Green Asia Corp are named as group companies, although four entities are included in the promoter group. Under the SEBI ICDR Regulations definition stated in the prospectus, group companies include companies, other than promoters and subsidiaries, that had related-party transactions during the period for which financial information is disclosed under Accounting Standard 18.

A board resolution dated February 10, 2026 added a materiality test for promoter-group companies with transactions during the periods specified in the prospectus. Under that test, a company may be considered a group company where individual or cumulative transaction value exceeds 5% of the company’s total revenue for the relevant period.

Green Asia Cold Storages Private Limited was incorporated on September 25, 1995, while Green Asia Corp was incorporated on August 21, 2023 under New Jersey State Law. The prospectus identifies these two entities as group companies on the stated criteria, without designating Green Asia marine LLP or Sri Vallabha Modern Rice Mill LLP as group companies in the supplied group-company section.

For the two named group companies, the prospectus states there are no common pursuits with the company at the Red Herring Prospectus date, no material existing or anticipated transactions involving use of offer proceeds, and no pending litigation expected to have a material impact. It also says that, except for ordinary-course business and matters in the restated financial statements, the group companies have no business interest or related business transactions with the company.

Conclusion

The disclosed ownership structure places 92.02% of pre-offer Equity Share capital, or 1,42,26,198 shares, with Ramarao and Meenakshi. The promoter group is wider than that two-person ownership table, but the supplied disclosures do not assign additional Equity Share percentages to the listed relatives or four promoter-group entities.

The next ownership figure to watch is the post-offer promoter holding, because the disclosed 92.02% is explicitly a pre-offer measure. Readers can also watch whether the February 10, 2026 board criterion, which uses a threshold above 5% of total revenue for the relevant period, results in further group-company disclosures.