The Company’s 1,500-for-1 bonus issue expanded equity base

The Company expanded its equity base from 10,000 shares to 1,50,10,000 shares on January 22, 2026 through a 1,500-for-1 bonus issue. The allotment of 1,50,00,000 shares raised paid-up equity capital from Rs 1 lakh to Rs 15.01 crore before the proposed initial public offering, or IPO.

What did The Company’s 1,500-for-1 bonus issue change?

The Company’s 1,500-for-1 bonus issue increased the outstanding share count by 1,50,00,000 shares while retaining one class of equity shares with a face value of Rs 10 each. Shareholders approved the transaction on December 19, 2025, which was also the record date stated in the prospectus, and the board approved and allotted the shares on January 22, 2026.

The bonus shares were allotted against consideration other than cash and had no issue price. The 1,50,00,000 new shares were issued on top of the 10,000 shares originally subscribed on November 18, 2002, bringing the cumulative total to 1,50,10,000 shares. The total share count after the allotment was therefore 1,501 times the original base, while the number of newly issued shares was 1,500 times the original 10,000 shares.

The Company states that it has not issued equity shares out of revaluation reserves since incorporation. It also states that no revaluation of assets or capitalisation of intangible assets was involved in the January 2026 bonus issue, a disclosure relevant to the eligibility of certain bonus shares for minimum promoter contribution under the Securities and Exchange Board of India’s Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations.

How did December 2025 transfers determine the bonus allocation?

The December 2025 gifts and cash transfers changed who held the original shares before The Company’s January 2026 bonus issue. Rohit Rajesh Mathur and Abha Rohit Mathur each initially held 5,000 shares. Abha Rohit Mathur transferred 1,570 shares in December 2025, comprising 1,250 shares gifted to four recipients and 320 shares sold for cash to four recipients.

The allocation of original shares determined the January bonus entitlements because every holder received 1,500 new shares for each share held on the December 19, 2025 record date. Rohan Rohit Mathur received 1,000 shares by gift and was allotted 15,00,000 bonus shares. Rajeshnarain Premnarain Mathur and Ratanmala Mathur each received 100 gifted shares and 1,50,000 bonus shares, while Rahul Mathur received 50 gifted shares and 75,000 bonus shares.

The four cash transactions were reported at Rs 25,290.41 per share, compared with a face value of Rs 10 per share. Abha Rohit Mathur sold 50 shares to Amit Thapar on December 3, 2025, 200 shares to Deepak Gangji Savla and 50 shares to Tyna Valerian Dsilva on December 11, 2025, and 20 shares to Amol Namdev Shelke on December 18, 2025. Those buyers subsequently received 75,000, 3,00,000, 75,000 and 30,000 bonus shares, respectively.

The Company’s disclosures contain a date difference for Rohan Rohit Mathur’s 1,000-share gift. The secondary-transfer table records the transfer from Abha Rohit Mathur on December 3, 2025, while the promoter shareholding build-up records it on December 5, 2025. The prospectus does not explain why the same gift is assigned two different dates.

Who controlled The Company before the proposed IPO?

The Company remained promoter-controlled after the bonus issue, with three promoters holding 1,41,54,430 shares, or 94.30% of the 1,50,10,000 pre-issue shares. Rohit Rajesh Mathur held 75,05,000 shares, or 50.00%; Abha Rohit Mathur held 51,48,430 shares, or 34.30%; and Rohan Rohit Mathur held 15,01,000 shares, or 10.00%.

The promoter group, excluding the three promoters, held a further 3,75,250 shares, or 2.50% of pre-issue capital. Rajeshnarain Premnarain Mathur and Ratanmala Mathur each held 1,50,100 shares, representing 1.00% each, while Rahul Mathur held 75,050 shares, or 0.50%. Promoters and the disclosed promoter group therefore held 96.80% of the pre-issue share capital.

The ownership concentration reflects the December 2025 allocation of the original 10,000 shares before the bonus record date. Rohit Rajesh Mathur’s 5,000 original shares generated 75,00,000 bonus shares, while Abha Rohit Mathur’s remaining 3,430 original shares generated 51,45,000 bonus shares. Rohan Rohit Mathur’s 1,000 gifted shares generated 15,00,000 bonus shares, establishing his stated 10.00% pre-issue stake.

The Company also reports that all equity shares were held in dematerialised form as of the red herring prospectus date. None of the equity shares held by the promoters were pledged or otherwise encumbered, according to the capital-structure disclosures.

How could the proposed IPO change The Company’s equity structure?

The proposed IPO could add up to 55,50,000 new equity shares to The Company’s pre-issue base of 1,50,10,000 shares. The issue includes a market-maker reservation of up to 2,80,000 shares and a net issue to the public of up to 52,70,000 shares. The issue was authorised by the board on June 19, 2026 and by shareholders on June 20, 2026.

If all 55,50,000 shares are allotted, the total equity share count would become 2,05,60,000 shares, based on the disclosed pre-issue capital and maximum issue size. The prospectus leaves post-issue ownership figures blank because they are subject to finalisation of the basis of allotment. The promoters’ stated pre-issue holding of 1,41,54,430 shares would represent a smaller percentage after new shares are issued, unless another disclosed transaction changes that holding.

The Company has authorised share capital of 2,20,00,000 equity shares with a face value of Rs 10 each, representing Rs 22 crore. That authorised limit exceeds the 2,05,60,000 shares implied by full allotment of the maximum proposed issue, leaving 14,40,000 authorised but unissued shares under the disclosed capital structure.

The Company states that up to 41,15,000 promoter shares will form minimum promoter contribution, equal to 20.00% of post-issue equity shares, and will be locked in for three years from allotment in the issue. The remaining promoter holdings are subject to one-year and two-year lock-ins in equal 50% portions, while pre-issue equity held by persons other than promoters is subject to a one-year lock-in under SEBI ICDR Regulations.

Conclusion

The Company’s January 2026 bonus issue was a pre-listing restructuring of its share capital, not a cash equity issuance. It expanded the company from 10,000 original shares to 1,50,10,000 shares after December 2025 gifts and cash transfers redistributed part of the original shareholding, while the three promoters retained 94.30% of pre-issue capital.

The next disclosed development is the allotment of up to 55,50,000 IPO shares, which will determine the final post-issue ownership percentages. The prospectus also leaves unresolved the differing December 3 and December 5, 2025 dates for Rohan Rohit Mathur’s 1,000-share gift, while specifying a three-year lock-in for up to 41,15,000 promoter shares.