S.K. Offset: Agarwal family holds 94.23% pre-issue equity

S.K. Offset Limited is controlled and managed by the Agarwal family before its proposed listing: Pradeep Agarwal and his two sons hold 51,05,764 equity shares, or 94.23% of pre-issue paid-up capital, and occupy all three executive seats on its six-member board. S.K. Offset says the promoters will remain majority holders after the issue.

How concentrated is S.K. Offset’s pre-issue equity?

S.K. Offset’s pre-issue equity is concentrated in three related promoters, led by Pradeep Agarwal’s 53.54% holding. Priyanshu Agarwal holds 21.16% and Ayush Agarwal holds 19.53%, taking their combined holding to 94.23% of the pre-issue subscribed and paid-up equity share capital. The three promoters therefore hold 51,05,764 shares, while 5.77% of the pre-issue equity is outside their holdings.

S.K. Offset identifies each of the three shareholders as a promoter and states that they will continue to hold a majority of post-issue paid-up equity capital. The disclosure does not state the final post-issue percentage because that field was to be updated after finalisation of the basis of allotment. S.K. Offset also reports no holding company, subsidiary, associate, joint venture or corporate promoter as of the red herring prospectus date.

Who occupies S.K. Offset’s executive board seats?

S.K. Offset’s three executive board seats are held by the three Agarwal promoters. Pradeep Agarwal is Chairman and Managing Director, while Priyanshu Agarwal and Ayush Agarwal are Whole-time Directors. They account for three of the six board seats, with the other three held by non-executive independent directors.

Pradeep Agarwal has been a director since February 2, 2007 and was redesignated Chairman and Managing Director on May 6, 2026 for a five-year term. S.K. Offset reports that he has more than 18 years of industry experience and responsibilities spanning business strategy, operational management, customer relationships and printing technologies. His 53.54% holding is larger than the combined 40.69% held by his two sons.

Priyanshu Agarwal and Ayush Agarwal have each been associated with S.K. Offset since August 6, 2012 and were redesignated Whole-time Directors on May 6, 2026 for five-year terms. Priyanshu Agarwal oversees technology, enterprise resource planning, or ERP, integration, automation, strategy, marketing and financial management; the company says he was involved in commencing the labels business in 2021. Ayush Agarwal oversees the packaging business vertical, including production planning, procurement, supply-chain management and client coordination, and has been involved in expanding the back-office business since financial year 2020.

How does S.K. Offset’s board provide formal oversight?

S.K. Offset’s six-member board has three executive Agarwal family members and three non-executive independent directors, meaning independent directors hold half of all seats. Anuradha Singh, Tanishq Gakhar and Bhanu Pratap Singh were appointed as additional independent directors on December 1, 2025 and regularised as independent directors on May 6, 2026.

S.K. Offset constituted its Audit Committee on May 8, 2026 with Anuradha Singh as chairperson, Bhanu Pratap Singh as member and Priyanshu Agarwal as the sole executive member. The committee’s stated responsibilities include reviewing financial statements, auditor independence, related-party transactions, internal financial controls and the application of money raised through an issue. Its composition places two independent directors among its three members while retaining one promoter-director.

The Nomination and Remuneration Committee consists only of the three independent directors, chaired by Anuradha Singh. The Stakeholders Relationship Committee is chaired by Tanishq Gakhar and includes Ayush Agarwal and Priyanshu Agarwal. These structures allocate formal committee roles, but S.K. Offset’s three promoters retain every executive directorship and the disclosed 94.23% pre-issue equity stake.

What remuneration and family links are disclosed?

S.K. Offset disclosed annual remuneration limits of Rs 26.25 lakh for Pradeep Agarwal and Rs 22.50 lakh each for Priyanshu Agarwal and Ayush Agarwal, approved by members on May 6, 2026. For each financial year ended 2024, 2025 and 2026, reported gross remuneration was Rs 21 lakh for Pradeep Agarwal and Rs 18 lakh apiece for the two Whole-time Directors.

The three executives consequently received total reported remuneration of Rs 57 lakh in each of the financial years ended 2024, 2025 and 2026. The disclosed limits for upcoming years total Rs 71.25 lakh, comprising Rs 26.25 lakh for the Chairman and Managing Director and Rs 45 lakh for the two Whole-time Directors. S.K. Offset says none of its directors is party to a bonus or profit-sharing plan.

S.K. Offset records the relationships under Section 2(77) of the Companies Act, 2013: Pradeep Agarwal is the father of Priyanshu Agarwal and Ayush Agarwal, while the two Whole-time Directors are brothers. Agreements dated May 6, 2026 exist between S.K. Offset and each executive. The company disclosed no other agreements involving key managerial personnel, senior management, directors, promoters or employees concerning compensation or profit-sharing arising from dealings in its securities.

How was the present S.K. Offset structure established?

S.K. Offset put the current executive designations in place on May 6, 2026, when Pradeep Agarwal became Chairman and Managing Director and Priyanshu Agarwal and Ayush Agarwal became Whole-time Directors. On the same date, S.K. Offset regularised the three independent directors. Neelam Agarwal, Pallavi Agarwal and Nikita Agarwal resigned from the board on April 13, 2026.

The family connection also predates S.K. Offset’s public-company conversion. S.K. Offset acquired the business undertakings of S.K. Offset Printers and S.K. Printer & Publisher under an April 30, 2007 transfer agreement and issued equity shares as consideration. It acquired Pixel, Print and Pack, a partnership owned by Pradeep Agarwal, Priyanshu Agarwal and Ayush Agarwal, through an August 1, 2024 business transfer agreement on a slump-sale basis, meaning a transfer of an undertaking for a lump-sum consideration.

S.K. Offset converted from S. K. Offset Private Limited to a public limited company on August 1, 2025. Its authorised share capital was increased from Rs 1.50 crore to Rs 8 crore on February 26, 2026. S.K. Offset disclosed no change in control during the five years immediately preceding the red herring prospectus date, so the promoter-led control was not described as resulting from a recent transfer of control.

Conclusion

S.K. Offset combines concentrated ownership with concentrated executive management. The Agarwal father-and-two-sons group holds 94.23% of pre-issue equity and fills all three executive board positions, while three independent directors occupy the other half of the six-member board and hold key committee roles. The disclosed structure places strategy, operations, technology, finance and packaging responsibilities with the promoter family.

The next disclosed update is the final post-issue ownership split, because S.K. Offset says only that the promoters will retain a majority after the issue and leaves the final percentage for update after allotment. The operation of the committees constituted on May 8, 2026, particularly the Audit Committee’s review of related-party transactions and use of issue proceeds, is also a stated governance mechanism to watch after listing.