Sidhant Dalmia’s Promoter Group Will Retain Majority Control

Mr. Sidhant Dalmia held 1,47,61,857 equity shares, representing 94.18% of the company’s pre-offer issued and paid-up equity share capital. The Red Herring Prospectus states that Sidhant Dalmia and the promoter group will continue to hold a majority of post-offer paid-up equity capital, retaining promoter-group control after listing.

How concentrated is Sidhant Dalmia’s ownership before the offer?

Sidhant Dalmia’s disclosed pre-offer ownership is concentrated in one holder, with 1,47,61,857 equity shares accounting for 94.18% of the pre-offer equity share capital. The shareholding table for key managerial personnel and senior management identifies Sidhant Dalmia as the only person in that group holding shares as of the Red Herring Prospectus date. The promoter section separately identifies Sidhant Dalmia as the promoter, chairman and managing director.

The 94.18% figure applies to equity capital before the offer, rather than to the final listed share capital after the offer. The supplied disclosure does not state an individual post-offer percentage for Sidhant Dalmia. It instead says that the promoter and promoter group will retain a majority of the post-offer paid-up equity share capital.

The remaining 5.82% of pre-offer equity share capital is outside Sidhant Dalmia’s disclosed holding. That 5.82% should not be treated as an ownership figure for management employees, because the prospectus only states that no other key managerial personnel or senior-management person held shares. The disclosure does not give a holder-by-holder allocation for the remaining pre-offer capital in the supplied pages.

Will Sidhant Dalmia retain majority control after listing?

The prospectus says the promoter and promoter group will retain majority control after listing because they will continue to hold a majority of post-offer paid-up equity share capital. That statement is made for the promoter group collectively, not as an exact individual post-offer holding for Sidhant Dalmia. The disclosed 94.18% pre-offer holding therefore cannot be used as Sidhant Dalmia’s stated post-offer percentage.

Sidhant Dalmia is the company’s promoter as well as its chairman and managing director. The prospectus also states that there was no change in control of the company in the five years immediately preceding the Red Herring Prospectus date. Together, those disclosures indicate that the offer is not presented as a transaction that transfers control away from the existing promoter group.

The promoter group is identified under Regulation 2(1)(pp) of the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. The named natural persons include Sidhant Dalmia’s mother, spouse, two sisters, daughter, parents-in-law and two brothers-in-law. The disclosure also lists six promoter-group entities, including Dektron India Private Limited and Dektron Telecom Private Limited.

The promoter-group definition establishes which related persons and entities are relevant to the post-offer majority statement, but the supplied pages do not quantify their individual holdings. The prospectus directs readers to its capital-structure chapter for promoter-group shareholding details. The available disclosure therefore supports continued promoter-group majority control, while leaving the post-offer allocation within the group unspecified.

Who else in management owns shares with Sidhant Dalmia?

No key managerial personnel or senior-management employee other than Sidhant Dalmia was disclosed as holding shares as of the Red Herring Prospectus date. The management group described in the prospectus includes Chief Financial Officer Priti Goyal, Company Secretary and Compliance Officer Surbhi Arora, Marketing Head Dinanshu Bhasin, Sales Head Nikhil Gupta and Admin Manager Komal Prahlad Kaushik. The shareholding table reports only Sidhant Dalmia’s 1,47,61,857 shares among this group.

The management structure changed during 2026. Priti Goyal became chief financial officer on May 8, 2026, Surbhi Arora became company secretary on May 8, 2026 and compliance officer on May 30, 2026, while Dinanshu Bhasin, Komal Prahlad Kaushik and Nikhil Gupta were appointed senior-management personnel on May 27, 2026. These appointments did not result in disclosed shareholdings by those executives in the table on page 264.

The company also states that it had no employee share-purchase scheme, employee stock-option plan or stock-appreciation-right scheme as of the Red Herring Prospectus date. An employee stock-option plan gives eligible employees a right to acquire shares on specified terms, while a stock-appreciation right links compensation to changes in share value without necessarily delivering shares. The absence of these schemes is consistent with the disclosure of no reported shareholdings by the named non-promoter management employees.

The prospectus further states that key managerial personnel and senior management had no profit-sharing plan or performance-linked bonus, and no contingent or deferred compensation forming part of remuneration. It also states that no non-salary-related amount or benefit was paid or intended to be paid to officers within the two years before filing, apart from ordinary-course employment payments. These compensation disclosures do not change Sidhant Dalmia’s reported 94.18% pre-offer shareholding.

What governance arrangements will apply after listing?

Listing will make Regulation 9(1) of the SEBI Prohibition of Insider Trading Regulations, or SEBI PIT Regulations, applicable to the company, according to the prospectus. The board has adopted a code of conduct to regulate, monitor and report trading by employees and other connected persons. The company secretary and compliance officer will be responsible for procedures to preserve unpublished price-sensitive information under the board’s supervision.

The nomination and remuneration committee was constituted on May 30, 2026 under Section 178 of the Companies Act, 2013. Its three members are Rahul Saini, Aarti and Chethna, all identified as non-executive independent directors, with Rahul Saini as chairman. The quorum is two members or one-third of committee membership, whichever is greater, and must include at least one independent director.

The stakeholders’ relationship committee must meet when required and report quarterly to the board on shareholder-complaint redressal. Its quorum is two members. These arrangements address compliance, insider-trading controls and shareholder grievances, but they do not alter the stated position that the promoter and promoter group will hold a majority of post-offer paid-up equity capital.

How are Sidhant Dalmia’s wider interests disclosed?

Sidhant Dalmia is disclosed as having interests in Dekttron India Private Limited, Dekttron Telecom Private Limited and Dalmia Technologies Limited. The prospectus also states that Sidhant Dalmia is interested in wholly owned subsidiary Dalmia Technologies Limited through shareholding and directorship, and that the subsidiary operates in the same line of activity or business as the company. The common-pursuits disclosure says no other venture is in the same line of activity except that wholly owned subsidiary.

Sidhant Dalmia gave a personal guarantee for a credit facility availed by the company, according to the promoter-interest and material-guarantees disclosures. The prospectus says the promoter may be deemed interested in compensation, commission and expense reimbursement payable under the appointment terms, the articles of association and applicable provisions of the Companies Act. These interests are separate from the 1,47,61,857 equity shares reported in the pre-offer holding table.

The company entered into a deed of assignment of trademark dated November 8, 2025 with Sidhant Dalmia to transfer rights, title, interest and benefits in registered trademarks for one-time consideration of Rs 0.80 lakh. The prospectus says that, except for stated disclosures, no payment or benefit was provided to the promoter or promoter group in the two years preceding the Red Herring Prospectus date. The company also states that Sidhant Dalmia was not declared a fraudulent borrower under the Reserve Bank of India circular dated July 1, 2016.

Conclusion

Sidhant Dalmia’s 94.18% pre-offer stake puts ownership predominantly with the promoter before listing, while no other key managerial personnel or senior-management employee is disclosed as a shareholder. The prospectus separately confirms that the promoter and promoter group will retain majority post-offer ownership, preserving collective promoter control even though Sidhant Dalmia’s individual post-offer percentage is not supplied.

The next point to watch is the final post-offer capital structure, because the supplied disclosure provides a majority commitment without a percentage split among Sidhant Dalmia and promoter-group members. Implementation of the SEBI PIT Regulations upon listing and the May 30, 2026 committee framework will also determine how the disclosed governance arrangements operate with public shareholders.