Prasoon Chauhan Received 94.18% of August 2025 Bonus Shares

Mr. Prasoon Chauhan received 70,68,330 of the 75,05,271 equity shares issued in the August 4, 2025 bonus allotment, equal to 94.18% of the new shares. The 9-for-1 issue was made at a nil issue price through capitalisation of reserves, increasing the issuer’s outstanding equity shares tenfold from 8,33,919 to 83,39,190.

Why did Prasoon Chauhan receive 94.18% of the August 2025 bonus shares?

Prasoon Chauhan received 70,68,330 shares because the August 4, 2025 bonus issue allotted nine new equity shares for every one equity share held. A bonus issue is a proportional allotment to existing holders, so the number of shares received depends on each holder’s pre-bonus shareholding. The issuer allotted 75,05,271 shares with a face value of Rs 10 each under the 9-for-1 ratio.

The remaining 4,36,941 bonus shares, or 5.82% of the issue, went to eight other allottees. Rafat Jahan Siddiqui received 1,44,198 shares, Narendra Kumar received 1,12,581 shares, Sheikh Arfeen Ahmed received 75,060 shares, Gaurav Bhardwaj received 75,051 shares and Sakshi Singh received 30,024 shares. Sandeep Kumar Singh, Manisha Gupta and Ram Bhushan Maurya each received nine shares.

The 94.18% result reflects the bonus mechanism rather than a separate allocation preference disclosed by the issuer. Prasoon Chauhan’s 70,68,330-share allotment represented 84.76% of the issuer’s 83,39,190 pre-offer shares, but that is a comparison with total pre-offer capital, not his share of the bonus issue. His share of the bonus issue was 94.18% because he held 7,85,370 shares immediately before the 9-for-1 allotment.

How did the August 2025 bonus allotment change share capital?

The August 2025 bonus allotment increased the issuer’s cumulative equity share count from 8,33,919 to 83,39,190 shares. The issuer added exactly 75,05,271 shares, which is nine times the 8,33,919 shares outstanding before August 4, 2025. A 9-for-1 bonus issue therefore multiplied every participating holder’s share count by 10, while preserving proportional ownership solely from that corporate action.

Paid-up equity share capital increased from Rs 83.3919 lakh to Rs 8.33919 crore because every new share had a face value of Rs 10. The Rs 7.505271 crore increase in paid-up capital was not described as new subscription proceeds: the issuer recorded the consideration as other than cash and the reason for allotment as capitalisation of reserves. Capitalisation of reserves means an amount previously classified in reserves is transferred to paid-up share capital.

The August 2025 issue was the second bonus issue in the disclosed paid-up capital history. On July 6, 2022, the issuer allotted 7,72,500 shares in a 60-for-1 bonus issue, taking cumulative shares from 12,875 to 7,85,375. The August 2025 issue added 75,05,271 shares, almost ten times the number added in July 2022, although the 2025 ratio was nine new shares per existing share rather than 60.

Did Prasoon Chauhan pay cash for the August 2025 shares?

Prasoon Chauhan did not make a cash payment for the 70,68,330 shares allotted on August 4, 2025. The issuer disclosed a nil issue price, consideration other than cash and capitalisation of reserves for the 75,05,271-share bonus issue. The shares were therefore issued from the issuer’s reserves rather than through a cash subscription by Prasoon Chauhan or the other eight allottees.

The issuer also stated that it has not revalued assets since incorporation and has not issued equity shares, including bonus shares, by capitalising revaluation reserves. It further stated that no shares were issued under a scheme approved under Sections 391 to 394 of the Companies Act, 1956, or Sections 230 to 234 of the Companies Act, 2013. These statements distinguish the August 2025 reserves capitalisation from an issue based on asset revaluation or a court-approved corporate arrangement.

The issuer separately confirmed that promoters financed their shareholdings from personal funds or internal accruals, as applicable, without loans or financial assistance from a bank or financial institution. That confirmation applies to promoter holdings generally. The specific August 2025 allotment, however, was expressly recorded as a nil-price, non-cash bonus issue.

How concentrated was Prasoon Chauhan’s ownership before the proposed offer?

Prasoon Chauhan held 78,53,700 equity shares, or 94.18% of the issuer’s pre-offer capital, according to the promoter shareholding table. The 70,68,330 shares received in August 2025 accounted for about 90% of his disclosed 78,53,700-share holding. The same 94.18% figure thus appears in two different measures: his share of the August bonus allotment and his stated pre-offer ownership percentage.

Prasoon Chauhan’s disclosed holding was built through incorporation, transfers and two bonus issues. He subscribed to 9,999 shares at incorporation, received 6,00,000 shares in the July 2022 bonus issue, acquired 22,875 shares from Priya Tawakley in June 2024 and acquired 1,52,500 shares from Ishan Agarwal in October 2024. The August 2025 bonus allotment was the largest single addition in the disclosed history.

The draft prospectus describes a proposed fresh issue of up to 22,38,000 shares and an offer for sale of 5,58,000 shares. It shows post-offer issued, subscribed and paid-up capital of up to 1,05,77,190 shares, compared with 83,39,190 shares before the offer. The promoter table reports Prasoon Chauhan’s post-offer holding at 74.25%, subject to finalisation of the basis of allotment; an offer for sale transfers existing shares, while the fresh issue expands the share base.

Which lock-in rules apply to Prasoon Chauhan’s bonus shares?

The issuer identified 22,00,000 shares allotted to Prasoon Chauhan on August 4, 2025 as minimum promoter contribution for the proposed initial public offer, or IPO. The table describes those shares as 26.38% of pre-offer capital and 20.80% of post-offer capital. Under Regulation 236 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the minimum promoter contribution is 20% of post-offer capital.

The issuer states that the 22,00,000 shares are to be locked in for three years from IPO allotment. It also states that these shares are not pledged and are eligible for promoter-contribution computation because the August 2025 bonus issue did not use revaluation reserves or unrealised profits. The lock-in is required to be recorded with the depository for dematerialised shares or marked as non-transferable on physical certificates.

For promoter holdings above the minimum contribution, Regulation 238(b) requires 50% of the excess holding to be locked in for two years from IPO allotment and the remaining 50% for one year. The issuer also states that pre-offer public shareholding will be locked in for one year from IPO allotment. These periods apply under the disclosed IPO framework and remain dependent on the proposed offer proceeding to allotment.

Conclusion

Prasoon Chauhan’s 70,68,330-share August 2025 allocation resulted from the 9-for-1 bonus ratio and his existing shareholding, not from a new cash investment. The issuer’s 75,05,271-share bonus issue increased outstanding shares from 8,33,919 to 83,39,190, while Prasoon Chauhan received 94.18% of the allotment and held a disclosed 94.18% of pre-offer capital.

The next disclosed development to watch is the proposed offer, comprising up to 22,38,000 fresh shares and 5,58,000 shares offered for sale. The draft prospectus reports Prasoon Chauhan’s post-offer holding at 74.25%, subject to finalisation of the basis of allotment, and proposes a three-year lock-in for 22,00,000 of his August 2025 bonus shares as minimum promoter contribution.