Pooja Logistics Control Consolidated Through 41.5 Lakh Gifts

Pooja Logistics consolidated promoter control before its proposed initial public offering, or IPO, when Vijay Kumar Khanna gifted 41.5 lakh equity shares to Deepak Khanna and Anu Khanna on March 17, 2025. The two promoters held 91.5 lakh shares, or 87.66% of Pooja Logistics’ pre-issue paid-up capital at the draft red herring prospectus, or DRHP, date.

How did Pooja Logistics control consolidate before the IPO?

Pooja Logistics consolidated control through two non-cash gifts that transferred 41.5 lakh shares from Vijay Kumar Khanna to the two disclosed promoters on March 17, 2025. Deepak Khanna received 38 lakh shares and Anu Khanna received 3.5 lakh shares. The transfers redistributed existing shares and did not involve a fresh allotment by Pooja Logistics.

One year before the DRHP filing, Deepak Khanna and Vijay Kumar Khanna each held 50,000 shares, representing 50% each of the then 1 lakh-share capital. At the DRHP date, Deepak Khanna held 86.5 lakh shares, or 82.87%, and Anu Khanna held 5 lakh shares, or 4.79%, under the promoter capital build-up. Their combined 87.66% stake replaced the earlier equal ownership structure between Deepak Khanna and Vijay Kumar Khanna.

The March 2025 gifts followed a 99:1 bonus issue on September 2, 2024. A bonus issue is an allotment of additional shares to existing shareholders without cash consideration. Pooja Logistics allotted 99 lakh bonus shares, or 99 shares for every one share held, expanding its outstanding share count from 1 lakh to 1 crore before the later transfers.

What shares did Vijay Kumar Khanna gift to the promoters?

Vijay Kumar Khanna gifted 41.5 lakh shares on March 17, 2025, comprising 38 lakh shares to Deepak Khanna and 3.5 lakh shares to Anu Khanna. The DRHP records both transfers as consideration other than cash and at a nil transfer price. Those disclosures establish transfer mechanics but do not provide a market value for the gifted shares.

Vijay Kumar Khanna had also gifted 1,500 shares to Anu Khanna on August 3, 2024, before the bonus issue. That holding received 1.485 lakh bonus shares on September 2, 2024, bringing Anu Khanna’s holding from that parcel to 1.5 lakh shares. The March 2025 gift then raised Anu Khanna’s total disclosed holding to 5 lakh shares.

Deepak Khanna’s total reflects his original subscription and further allotment, a 1,500-share transfer to Ashutosh Shrivastava on March 15, 2024, the September 2024 bonus issue and the 38 lakh-share gift. Pooja Logistics’ promoter capital build-up records Deepak Khanna’s 86.5 lakh shares and Anu Khanna’s 5 lakh shares with an average acquisition cost of Rs 0 for each promoter.

How did Pooja Logistics’ share capital change alongside the gifts?

Pooja Logistics’ paid-up equity capital rose from 1 lakh shares before September 2024 to 1.0438 crore shares at the DRHP date. The increase came from the 99 lakh-share bonus issue in September 2024 and a 4.38 lakh-share private placement in August 2025, rather than from the March 2025 share gifts.

In the bonus issue, Deepak Khanna received 48.015 lakh shares and Vijay Kumar Khanna received 47.718 lakh shares. Ashutosh Shrivastava and Anu Khanna each received 1.485 lakh bonus shares. The allocation reflected pre-bonus holdings, including 48,500 shares for Deepak Khanna and 48,200 shares for Vijay Kumar Khanna.

On August 8, 2025, Pooja Logistics allotted 4.38 lakh equity shares to Malakshmi Trust through a private placement at Rs 94 per share, including a premium of Rs 84 over the Rs 10 face value. The placement took paid-up capital to 1.0438 crore shares and created a securities premium account of Rs 3.6792 crore before the proposed issue. Malakshmi Trust held 4.38 lakh shares, or 4.20%, at the DRHP date.

Pooja Logistics had one class of fully paid equity shares, each with one vote, and no outstanding convertible instruments at the DRHP date. It also reported no preference share capital and no employee stock option scheme. Consequently, the disclosed promoter stake of 87.66% represented the same proportion of voting rights as equity ownership before the proposed issue.

How concentrated was Pooja Logistics ownership at the DRHP date?

Pooja Logistics’ promoters and promoter group held 97.78 lakh shares, or 93.68% of 1.0438 crore shares, at the DRHP date. The public category held 6.6 lakh shares, or 6.32%, and Pooja Logistics reported 11 shareholders overall. This categorisation places more than nine-tenths of the pre-issue equity with the promoter and promoter-group category.

The two named promoters accounted for 87.66% of capital, while the promoter group accounted for 6.02%. Vijay Kumar Khanna retained 6.13 lakh shares, or 5.87%, after the gifts. The promoter-group table also listed Sarika Arora, Pooja Kapur and Anu Dua, while Ashutosh Shrivastava held 2.07 lakh shares, or 1.98%, according to the list of shareholders owning at least 1%.

Pooja Logistics stated that none of the shares held by promoters or the promoter group was pledged or otherwise encumbered at the DRHP date. It also said that promoters, the promoter group, directors and their relatives had not entered financing arrangements for another person’s acquisition of Pooja Logistics shares during the six months immediately preceding the DRHP filing.

How will IPO lock-ins apply to the promoter stake?

Pooja Logistics plans to lock in qualifying minimum promoters’ contribution equal to 20.00% of post-issue capital for three years from allotment in the proposed issue. Minimum promoters’ contribution is the portion of promoter shareholding required to remain locked in under the Securities and Exchange Board of India, or SEBI, Issue of Capital and Disclosure Requirements Regulations, 2018. The DRHP did not specify the number of locked-in shares because post-issue figures remained unfilled.

Deepak Khanna gave written consent for shares held by him to form part of the minimum promoters’ contribution. Pooja Logistics stated that this contribution would exclude shares ineligible under Regulation 237 of the SEBI regulations. It also stated that the eligible contribution did not include shares issued from revaluation reserves and that no promoter shares were pledged.

Beyond the three-year lock-in, Pooja Logistics disclosed that half of the remaining pre-issue promoter holding would be locked in for two years and the other half for one year from allotment. The entire pre-issue equity capital held by persons other than promoters is proposed to be locked in for one year under Regulation 239. These lock-ins would apply after IPO allotment and are separate from the March 2025 gifts.

Conclusion

Pooja Logistics moved from equal 50% holdings by Deepak Khanna and Vijay Kumar Khanna one year before the DRHP to 87.66% ownership by Deepak Khanna and Anu Khanna. The 41.5 lakh shares gifted on March 17, 2025 were the central transfer in that consolidation, while the September 2024 bonus issue and August 2025 private placement expanded the share base to 1.0438 crore shares.

The next disclosed development is the proposed issue, which may dilute all pre-issue holders because post-issue ownership figures were not filled in the DRHP. Pooja Logistics has disclosed a lock-in plan under which 20.00% of post-issue capital qualifying as minimum promoters’ contribution would remain locked in for three years, followed by one- and two-year lock-ins for remaining promoter holdings.