Sidhant Dalmia held 94.18% before IPO after bonus issue

Sidhant Dalmia held 1,47,61,857 equity shares, representing 94.18% of the company’s pre-offer paid-up capital of 1,56,73,500 shares. His holding was built through 48,50,000 shares issued on conversion of loans and 98,41,238 shares received in the May 2026 2-for-1 bonus issue.

How did Dalmia build the 94.18% pre-IPO holding?

Dalmia built the 94.18% pre-IPO holding through an initial subscription, two debt-to-equity conversions, share transfers and a bonus issue. The company’s shareholding pattern, based on a beneficiary position statement dated October 16, 2026, shows one promoter and promoter-group holder with 1,47,61,857 shares and 28 public shareholders with 9,11,643 shares, or 5.82%.

Dalmia subscribed to 1,49,994 shares at incorporation at a face value and issue price of Rs 10 per share. On March 30, 2024, he received 16,00,000 shares at Rs 10 each when a loan was converted into equity. A second conversion on March 31, 2025 allotted 32,50,000 shares at Rs 10 each. The company described the first transaction as reducing average debt and the second as reducing leverage by converting debt into equity.

The two conversions added 48,50,000 shares to Dalmia’s holding without cash consideration for the share allotments. The company’s cumulative paid-up capital stood at Rs 17.50 crore after the March 2024 conversion and Rs 50 crore after the March 2025 conversion. Debt conversion changes the capital structure by replacing a loan obligation with equity shares held by the lender.

What did the May 2026 bonus issue change for Dalmia?

The May 30, 2026 bonus issue was the largest single increase in Dalmia’s share count, adding 98,41,238 shares. The company allotted 1,04,49,000 equity shares in a 2-for-1 ratio, meaning shareholders received two bonus shares for each share held. The company said the bonus issue capitalised surplus.

The bonus issue increased total equity shares from 52,24,500 to 1,56,73,500 and paid-up capital from Rs 5.2245 crore to Rs 15.6735 crore, based on the Rs 10 face value. Dalmia’s bonus allotment represented 94.18% of the total bonus shares, consistent with his ownership percentage immediately before the allotment. A pro rata bonus issue increases eligible holders’ share counts but does not by itself change their ownership percentages.

The remaining 6,07,762 bonus shares went to other holders. Yash Hitesh Patel received 1,87,000 bonus shares, Lovely Kumar received 62,800 and Yashvi Hitesh Patel received 52,400. Before the bonus issue, the company had allotted 2,24,500 shares through a March 3, 2026 private placement at Rs 268.80 per share to 17 identified allottees.

Dalmia’s percentage holding fell from 99.99% in the two earlier comparison periods to 94.18% at the prospectus date, even as his absolute shares increased. The reduction followed the March 2026 private placement and four May 6, 2026 transfers by Dalmia totalling 79,375 shares. Those transfers occurred at Rs 85 per share and preceded the May 30 bonus allotment.

How concentrated was ownership before the offer?

Ownership was concentrated because Dalmia held 94.18% of the 1,56,73,500 pre-offer shares. The next-largest holder, Yash Hitesh Patel, owned 2,80,500 shares, or 1.79%. Together, the two shareholders held 1,50,42,357 shares, representing 95.97% of the pre-offer equity capital.

The public category had 28 shareholders and 9,11,643 shares. Yash Hitesh Patel’s 2,80,500 shares accounted for about 30.77% of all public shares. Lovely Kumar held 94,200 shares, or 0.60% of the company, while Yashvi Hitesh Patel held 78,600 shares, or 0.50%.

All 1,56,73,500 shares in the shareholding pattern were fully paid-up and held in dematerialised form. The company reported no partly paid-up shares, depository receipts or outstanding convertible securities as of the Red Herring Prospectus date. It also reported one class of share capital, comprising equity shares with a face value of Rs 10 each.

What will Dalmia sell through the offer for sale?

Dalmia proposes to sell up to 10,78,200 existing equity shares through the offer for sale. He gave consent to participate through a transmittal letter dated July 15, 2026. The prospectus states that the shares had been held for at least one year immediately before the Draft Red Herring Prospectus and were eligible for sale under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements regulations.

The offer for sale is separate from a fresh issue of up to 43,14,000 shares. The overall offer comprises up to 53,92,200 shares, including the sale of Dalmia’s up to 10,78,200 shares. A fresh issue adds to the company’s outstanding shares, while an offer for sale transfers shares already held by a selling shareholder.

Dalmia’s final post-offer percentage was not disclosed because the relevant prospectus fields were marked for finalisation. It cannot be calculated by simply deducting the offered shares from his 94.18% pre-offer holding: the fresh issue increases the post-offer share base. Before the offer, the prospectus stated that Dalmia’s shares were fully paid-up and not pledged.

What lock-in and capital restrictions will apply?

Up to 42,00,000 shares held by Dalmia have been identified as promoter contribution subject to a three-year lock-in from the date of allotment in the offer. The disclosure identifies these as shares allotted to him in the May 30, 2026 bonus issue. The lock-in is intended to satisfy the requirement that at least 20% of post-offer capital held by the promoter be locked in for three years.

The company stated that the proposed promoter-contribution shares were not pledged or otherwise encumbered. It also stated that the shares included for promoter contribution would not contain securities ineligible under Regulation 237 of the Issue of Capital and Disclosure Requirements regulations, including specified non-cash allotments made during the preceding three years.

The company said it would not make a further capital issue between the Red Herring Prospectus date and listing, or release of application money if the offer fails. It also said it did not intend to split or consolidate the Rs 10 share denomination within six months of the issue opening. After listing, the board may issue equity or convertible securities for an acquisition, merger, joint venture, regulatory compliance or another purpose it considers appropriate.

Conclusion

Dalmia’s 94.18% pre-offer holding resulted from a defined capital history: 1,49,994 incorporation shares, 48,50,000 shares from loan conversions, four May 2026 transfers totalling 79,375 shares, and 98,41,238 bonus shares. The bonus issue expanded both his share count and the company’s total capital, while the private placement and transfers explain the decline from 99.99% ownership in the earlier disclosed periods.

The next ownership change depends on completion of the offer for sale of up to 10,78,200 Dalmia shares and the fresh issue of up to 43,14,000 shares. The prospectus leaves post-offer holdings to be finalised, while disclosing a plan to lock in up to 42,00,000 promoter-contribution shares for three years from allotment in the offer.