Promoter-group ownership: 97.26% at RHP from 99.98%

Promoter-group ownership was 97.26% of 1,00,50,275 pre-issue equity shares at the Red Herring Prospectus (RHP) date, while the RHP’s table of shareholders with holdings of at least 1% showed 99.98% held by four named insiders 10 days earlier. Transfers on October 23, 2026 created a public holding of 2.74% across eight shareholders.

How did promoter-group ownership reach 97.26% at the RHP date?

Promoter-group ownership reached 97.26% because the promoter and promoter group held 97,75,075 of the company’s 1,00,50,275 fully paid equity shares at the RHP date. The public category held the remaining 2,75,200 shares, or 2.74%, according to the shareholding pattern prepared under Regulation 31 of the Securities and Exchange Board of India (SEBI) Listing Obligations and Disclosure Requirements Regulations, 2015.

The earlier 99.98% measure has a narrower definition than the RHP-date figure. The table dated 10 days before the RHP lists only shareholders holding 1.00% or more of paid-up capital: Rajkumar Chaudhary at 48.00%, Vinubhai Kanjibhai Chavda at 49.98%, Ria Rajkumar Chaudhary at 1.00%, and Poonam Rajkumar Chaudhary at 1.00%. Their aggregate holding was 1,00,48,175 shares, or 99.98%.

The RHP therefore supports a 2.72-percentage-point difference between the 99.98% table of major shareholders and the 97.26% full promoter-and-promoter-group category, but the two figures do not use the same population. The movement into public hands is nevertheless identified through transfers dated October 23, 2026, when the company’s paid-up share count remained 1,00,50,275.

Which transfers created the 2.74% public holding?

The 2.74% public holding was created through transfers of 2,75,200 existing shares on October 23, 2026, rather than through a disclosed pre-issue allotment. Vinubhai Kanjibhai Chavda transferred 1,30,400 shares to Lina Niket Shah at Rs 158 per share, and Rajkumar Chaudhary transferred 1,09,600 shares to Arvind Ravji Shah at Rs 158 per share.

Lina Niket Shah held 1.30% of pre-issue capital and Arvind Ravji Shah held 1.09% at the RHP date. Their combined 2,40,000 shares represented 2.39% of the 1,00,50,275 shares outstanding and 87.21% of the 2,75,200-share public category, making the disclosed public ownership concentrated in two investors.

The remaining 35,200 public shares were spread among six shareholders. Rajkumar Chaudhary transferred 14,400 shares to Deepak Shivdhani Mishra, 5,600 to Mudit Deora, 3,200 to Naman Jain, and 2,400 each to Piyush Khandelwal and Roseleen Sharma; Vinubhai Kanjibhai Chavda transferred 7,200 shares to Anand Saraf. These six positions ranged from 0.02% to 0.14% each and totalled 0.35% of pre-issue capital.

How concentrated were voting rights after the transfers?

Voting rights remained concentrated because the promoter and promoter group held 97.26% of both equity shares and voting rights at the RHP date. Each equity share carried one vote, and the RHP reported one class of fully paid equity shares with a face value of Rs 10 per share.

Rajkumar Chaudhary held 46,86,488 shares, or 46.63%, while Vinubhai Kanjibhai Chavda held 48,85,487 shares, or 48.61%. The two promoters together held 95,71,975 shares, equal to 95.24% of pre-issue capital, before including Ria Rajkumar Chaudhary’s 1,00,500 shares, or 1.00%.

The three promoters collectively held 96,72,475 shares, or 96.24%. The promoter group added 1,02,600 shares, comprising Poonam Rajkumar Chaudhary’s 1,00,500 shares, Parama Vinubhai Chavda’s 1,000 shares, Anjana Vinubhai Chavda’s 1,000 shares and Prabhat Kumar Singh’s 100 shares; Maxwell Foundation was listed with nil shares.

The 97.26% shareholding percentage was not affected by disclosed conversion rights. The RHP reported no partly paid shares, outstanding convertible securities, warrants, depository receipts or equity shares with differential voting rights, and it reported no pledge or other encumbrance over promoter-held shares at the RHP date.

What will the proposed issue change in ownership terms?

The proposed issue could reduce the percentage held by every existing shareholder because it comprises up to 36,48,000 new equity shares. If fully issued, total equity shares would rise from 1,00,50,275 before the issue to up to 1,36,98,275 after the issue, although the RHP did not populate final post-issue shareholder percentages.

The issue includes up to 2,22,400 equity shares reserved for a market maker, leaving a net issue to the public of up to 34,25,600 shares. A market maker is an intermediary allocated shares to provide two-way trading quotations, while the net issue is the portion available to public investor categories after that reservation.

Within the net issue, not more than 17,07,200 shares may be allocated to qualified institutional buyers, at least 5,18,400 to non-institutional investors, and at least 12,00,000 to individual investors applying at the minimum application size. These are proposed allocation categories and do not describe the eight public shareholders who owned 2.74% before the issue.

The disclosed lock-in arrangements will also limit transfers of pre-issue holdings after allotment. The RHP identifies 27,80,000 promoter shares as minimum promoter contribution to be locked in for three years, while 34,46,238 promoter shares in excess of that contribution are to be locked in for two years and another 34,46,238 shares for one year.

Did a capital issuance cause the ownership change?

No disclosed capital issuance caused the October 23, 2026 ownership change because the RHP records transfers of existing shares at Rs 158 per share and retains pre-issue paid-up capital at 1,00,50,275 shares. The company also reported no outstanding convertible instruments, preference share capital, employee stock option scheme, employee stock purchase scheme or stock appreciation right scheme.

The wider capital history shows how paid-up shares reached 1,00,50,275. A February 23, 2025 bonus issue added 27,00,000 shares, a March 29, 2025 rights issue added 43,500 shares at Rs 115 per share, and an April 26, 2025 bonus issue added 72,96,775 shares.

The company stated that it does not intend to alter its capital structure for six months from the issue opening through a share split, consolidation, preferential issue, bonus issue, rights issue, further public issue or qualified institutions placement. The stated exception allows a later equity issuance after listing for an acquisition, merger, joint venture, regulatory compliance, scheme of arrangement or another purpose determined by the board.

Conclusion

The RHP shows a public category of 2.74%, created by 2,75,200 transferred shares across eight holders on October 23, 2026, while the promoter and promoter group retained 97.26% of pre-issue capital and voting rights. The 99.98% figure from 10 days earlier is a major-shareholder measure limited to holders of at least 1%, so it should not be treated as an identical full-category comparison.

The next ownership change to watch is the allotment of up to 36,48,000 new shares, which could increase total shares to 1,36,98,275 and dilute all existing percentage holdings. Final post-issue ownership remains unresolved in the RHP, while the disclosed one-, two- and three-year lock-in periods and the six-month capital-structure plan set the stated limits and conditions for later changes.