Roopa Screen Limited: Family Holds 85.23% and Four Board Seats

Roopa Screen Limited’s four promoter-directors held 85.23% of equity shares before the initial public offering (IPO) and occupied four of six board seats. Kunal Ghanshyambhai Thakkar and Ghanshyambhai Ranchhodbhai Thakkar together held 73.18%, while the two independent directors filled the remaining two board positions.

How concentrated are Roopa Screen’s ownership and board seats?

Roopa Screen’s ownership and board seats are concentrated in four related promoter-directors, who held 68,75,750 equity shares, or 85.23%, before the IPO. The company’s six-member board included Ghanshyambhai Ranchhodbhai Thakkar, Kunal Ghanshyambhai Thakkar, Preksha Kunal Thakkar and Bhartiben Ghanshyambhai Thakkar, giving the family four seats, or 66.67% of the board.

Kunal was the largest disclosed holder with 30,87,000 shares, or 38.26%, followed by Ghanshyambhai with 28,17,500 shares, or 34.92%. Their combined 59,04,500 shares represented 73.18% before the IPO, compared with 12.04% held by Preksha and Bhartiben combined. Each disclosed equity share had a face value of Rs 10.

Roopa Screen had no holding company, subsidiary, associate or joint venture as of the red herring prospectus date. The company also disclosed no strategic or financial partnerships and no subsisting shareholder agreements to which it was a party or of which it had notice. As a result, the disclosed 85.23% holding was in Roopa Screen itself, rather than a stake held through a reported corporate parent or subsidiary structure.

Which family members hold Roopa Screen’s executive roles?

Roopa Screen assigns its principal executive and administrative roles to three of the four promoter-directors. Ghanshyambhai is chairman and managing director, Kunal is whole-time director and chief financial officer (CFO), Preksha is executive director, and Bhartiben is non-executive director. The four directors are related under Section 2(77) of the Companies Act, 2013.

Ghanshyambhai has been a director since June 7, 2013 and began a three-year term as chairman and managing director on August 11, 2025. Roopa Screen states that he oversees business development and provides guidance on day-to-day operations. His approved remuneration may not exceed Rs 6 lakh a month under resolutions passed by the board on August 11, 2025 and shareholders on August 19, 2025.

Kunal has been on the board since the company’s incorporation on April 12, 2013 and began a three-year whole-time director term on August 11, 2025. Roopa Screen assigns him responsibility for production, sales and marketing, and finance operations. His approved monthly remuneration is capped at Rs 6 lakh, while his fiscal 2025-26 remuneration was Rs 30 lakh.

Preksha joined the board on March 27, 2015 and is responsible for human-resources development and administration, according to the company. Bhartiben joined on November 20, 2015 and is described as looking after administration functions. Both were liable to retire by rotation, unlike the fixed three-year terms disclosed for Ghanshyambhai and Kunal.

How do independent directors and committees provide oversight?

Roopa Screen’s two independent directors occupy the two non-family board seats and sit on each of the three disclosed board committees. Uttam Rewathchand Bhandari was appointed additional independent director on August 11, 2025 and regularised on August 19, 2025. Ankitkumar Ramkishan Agarwal was appointed additional independent director on September 9, 2026 after Nigambhai Govindbhai Sathavara resigned on June 15, 2026.

The audit committee has three members: Kunal as chairman, plus Bhandari and Agarwal as independent members. It was formed on August 11, 2025 and reconstituted on September 9, 2026. Its remit includes review of financial reporting, statutory-auditor independence, related-party transactions, internal financial controls, risk management and the use of proceeds from a public issue.

The audit committee must meet at least four times a year, with no more than 120 days between two meetings. Its quorum is two members or one-third of its membership, whichever is higher, and at least two independent directors must be present at each meeting. With three members disclosed after the September 9, 2026 reconstitution, that attendance condition requires both independent members for a meeting.

The stakeholders relationship committee is chaired by Agarwal and includes Bhandari and Kunal. The nomination and remuneration committee is chaired by Bhandari and includes Agarwal and Bhartiben. The stakeholders relationship committee must meet at least once a year and report quarterly to the board on shareholder-complaint redressal, while the nomination and remuneration committee must meet at least once a year.

What remuneration and borrowing authority has Roopa Screen disclosed?

Roopa Screen disclosed Rs 82.80 lakh of aggregate fiscal 2025-26 remuneration for its four promoter-directors. Kunal received Rs 30 lakh, Ghanshyambhai received Rs 24 lakh, Preksha received Rs 18 lakh and Bhartiben received Rs 10.80 lakh. The company reported no bonus or profit-sharing plan for directors and no contingent or deferred compensation payable to them.

The three executive family directors each have approved remuneration of up to Rs 6 lakh a month for three years from August 11, 2025. The disclosed fiscal 2025-26 amounts differed from those maximums: Kunal’s Rs 30 lakh was the largest payment, while Bhartiben’s Rs 10.80 lakh reflected her non-executive designation. Roopa Screen’s articles do not require directors to hold qualification shares.

A shareholder resolution passed on August 19, 2025 authorised Roopa Screen’s board to maintain total outstanding borrowings of up to Rs 100 crore. The authority operates under Section 180 of the Companies Act, 2013 and excludes temporary loans obtained from the company’s bank in the ordinary course of business. The limit permits borrowings above paid-up capital and free reserves, subject to the stated Rs 100 crore ceiling.

Roopa Screen also disclosed that directors may be interested in their remuneration, equity holdings and dividends, if declared. The prospectus further identifies possible interests involving unsecured loans, loans or personal guarantees connected with directors, relatives, and entities in which they are directors, members or partners. These disclosures set out the categories of interest; they do not state that a specific unsecured loan or guarantee was outstanding.

Conclusion

Roopa Screen’s pre-IPO structure combines 85.23% promoter-director ownership with four of six board seats held by the Thakkar family. The concentration arises from the shareholdings of Kunal, Ghanshyambhai, Preksha and Bhartiben and from their respective executive or non-executive appointments. Two independent directors provide the remaining board representation and committee membership.

The next disclosed governance developments are the operation of the audit committee reconstituted on September 9, 2026, including its minimum four annual meetings and requirement for two independent directors at each meeting. Roopa Screen’s Rs 100 crore borrowing authority and the three-year appointments for Ghanshyambhai and Kunal from August 11, 2025 are also board-level arrangements that remain relevant while they are in force.