Pratyaksh Shrawan Sureka Built 89.46% Stake at Nil Cost

Pratyaksh Shrawan Sureka held 1,05,73,800 equity shares, or 89.46% of the pre-issue equity capital, as disclosed in the draft prospectus. His holding rose through family gift transfers and an 88,11,500-share bonus issue on February 6, 2025, while a September 26, 2025 certificate recorded nil average acquisition cost.

How did Pratyaksh Sureka build an 89.46% stake?

Pratyaksh Sureka built the disclosed 89.46% stake from 14,08,000 shares two years before the draft prospectus to 1,05,73,800 shares at the draft-prospectus date. The company reported 1,18,20,000 fully paid equity shares before the issue, each with a face value of Rs 10, and reported that the promoter and promoter group owned 100% of that pre-issue capital.

The reported shareholder lists measure earlier holdings against the eventual pre-issue capital of 1,18,20,000 shares. On that basis, Pratyaksh Sureka's 14,08,000 shares represented 11.91% two years before the draft prospectus, while 17,62,300 shares represented 14.91% one year before it. His current 1,05,73,800 shares represented 89.46% of the same pre-issue capital base.

The February 6, 2025 bonus issue accounts for most of the numerical increase. It added 88,11,500 shares to Pratyaksh Sureka's immediately preceding cumulative holding of 17,62,300 shares, producing the disclosed total of 1,05,73,800 shares. The allotment equals five shares for every share in that preceding holding, although the capital build-up table labels it only as a bonus issue.

Which transfers and bonus issue created Pratyaksh Sureka's holding?

Pratyaksh Sureka first reached 14,08,000 shares through two March 3, 2023 transfers classified as consideration other than cash. The capital build-up table records 5,14,000 and 8,94,000 shares at a nil transfer price, and identifies the transactions as gift deeds from Bhani Ram Sureka and Adarsh Sureka. The accompanying note describes the first gift as 51,400 shares, which differs from the 5,14,000 shares in the table.

Five August 3, 2024 transfers reduced Pratyaksh Sureka's cumulative holding from 14,08,000 to 13,68,300 shares. The disclosed transfers comprised two lots of 19,700 shares to Aanchal Sureka and Adarsh Sureka, plus three lots of 100 shares to Bhani Ram Sureka, Bimla Devi Sureka and Devika Sureka. Each transaction was described as a gift deed and other-than-cash consideration.

A September 27, 2024 gift deed then increased Pratyaksh Sureka's holding by 3,94,000 shares to 17,62,300 shares. Krishna Shrawan Sureka transferred those shares, reducing her disclosed holding from 5,62,000 shares in March 2023 to 1,68,000 shares before the February 2025 bonus issue. Her subsequent bonus allotment of 8,40,000 shares took her holding to 10,08,000 shares, or 8.53% of pre-issue capital.

Why is Pratyaksh Sureka's average acquisition cost nil?

Pratyaksh Sureka's average acquisition cost was disclosed as nil for all 1,05,73,800 shares held at the draft-prospectus date. Amit Ray & Co., Chartered Accountants, certified that average cost on September 26, 2025. The disclosed build-up classifies the March 2023 and September 2024 acquisitions as other-than-cash transfers and the February 2025 increase as a bonus issue.

Nil average acquisition cost is a reported acquisition-cost disclosure, rather than a measure of the value of the holding. The capital build-up table displays Rs 10 in the issue-price or transfer-price column for the transfers and bonus issue, while separately identifying the company's sole class of equity shares as having a Rs 10 face value. The table itself records nil transfer prices for the gift transactions.

The draft prospectus also states that no promoter, promoter-group member, director or immediate relative acquired, purchased or sold equity shares during the six months immediately preceding the draft-prospectus filing. It further states that no promoter, promoter-group member, director or relative entered into a financing arrangement for another person's purchase of company shares in that six-month period.

How concentrated was control before the issue?

Pratyaksh Sureka was the largest disclosed holder, with 89.46% of pre-issue capital, compared with 8.53% for Krishna Shrawan Sureka. Adarsh Sureka and Aanchal Pratyaksh Sureka each held 1,18,200 shares, or 1.00%, while Bhani Ram Sureka, Bimla Devi Sureka and Shrawan Kumar Sureka each held 600 shares, or 0.01%.

The four holders with at least 1% owned 1,18,18,200 shares, or 99.98% of the 1,18,20,000 pre-issue shares. The remaining 1,800 shares were divided equally among three promoter-group members. The shareholding pattern listed seven promoter or promoter-group shareholders and no public shareholder, non-promoter non-public shareholder, employee benefit trust or employee trust.

Control also corresponded with the management disclosure. Pratyaksh Sureka, identified as Chairman and Managing Director, was the only director, key managerial personnel or senior-management member listed as holding shares, with 1,05,73,800 shares. Each equity share carried one vote, and the company reported only one class of equity shares, meaning the stated 89.46% shareholding also represented the disclosed voting position before the issue.

What lock-in terms and later changes should be watched?

Pratyaksh Sureka has provided written consent to contribute shares constituting 20.00% of post-issue equity capital as minimum promoter contribution. Under the disclosed Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, or SEBI ICDR Regulations, those shares are to be locked in for three years from allotment in the issue. The exact number remains unfilled because the prospectus says lock-in details will be finalised after the basis of allotment.

For holdings above minimum promoter contribution, the draft prospectus applies the amended 2025 SEBI ICDR framework: 50% of the excess promoter holding is to be locked in for two years and the other 50% for one year from allotment. The prospectus says Pratyaksh Sureka's shares are eligible for promoter contribution and are not pledged. It also reports that none of the promoter-held shares had been pledged as of the draft-prospectus date.

The company says it will not make a further capital issue between filing the draft prospectus and listing, except as permitted by the regulations, and does not intend to split or consolidate the Rs 10 equity-share denomination in the six months from issue opening. After listing, however, it may issue equity shares or securities convertible into equity shares for an acquisition, merger, joint venture, regulatory compliance or another board-approved purpose. Such an issuance could change the share count and ownership percentages.

Conclusion

Pratyaksh Sureka's 89.46% pre-issue holding arose from a documented sequence of non-cash family gifts and a February 2025 bonus allotment. The 88,11,500 bonus shares were the largest single addition, while the certified nil average acquisition cost aligns with the disclosed gift deeds and bonus issue rather than reported cash purchases.

The next material disclosure is the final post-issue capital and the number of shares designated as 20.00% minimum promoter contribution. Those final figures will establish Pratyaksh Sureka's post-issue ownership percentage and the applicable three-year, two-year and one-year lock-in quantities, while any later board-approved capital issue could alter the ownership structure.