The Company Cannot Trace Some Historical Capital Records

The Company says it cannot trace all filings and other records for certain changes in its issued, subscribed and paid-up share capital. It has reconstructed parts of that history from share registers and professional certificates, while the beneficiary position statement dated September 1, 2026 records 5.80 crore equity shares.

What historical capital records cannot The Company trace?

The Company cannot trace all records relating to certain changes in issued, subscribed and paid-up share capital. The note to its equity-share capital history refers readers to a risk factor covering untraceable records concerning buy-backs of equity shares, transfers, promoter acquisitions of equity shares, and appointments or reappointments of directors. The disclosure does not identify every missing filing or quantify the number of affected transactions.

The Company marks several entries in its capital-history table with an asterisk, indicating that the related disclosures do not rely on all original filings and records. Marked entries include the February 21, 1995 further issue, the March 1, 2004 buy-back and the July 12, 2017 buy-back. The record limitation therefore covers both capital issuances and reductions, across more than one period.

The share-capital history starts with 150,000 equity shares on February 25, 1993 and records subsequent further issues, buy-backs, rights issues, private placement, subdivision and bonus shares. The Company’s disclosure establishes a sequence of corporate actions, but says original documentation for certain parts of that sequence is not fully traceable. This distinction matters because the stated gaps include transfers and promoter acquisitions, which relate to the development of ownership as well as the number of shares outstanding.

How did The Company reconstruct its capital history?

The Company says it reconstructed the affected capital disclosures using share allotment and share transfer registers, alongside specified professional certificates. The registers provide the company’s record of allotments and transfers. The certificates include ones dated October 14, 2017, certificates dated September 2, 2026 and October 2, 2026, and certificates from Vatsandhar Vashu Chandpap, proprietor of DVD & Associates, a practising company secretary.

This method gives the capital-history table a disclosed evidentiary basis, but it differs from producing a complete set of original filings and other records for each transaction. The Company also states that secondary transactions involving promoters and members of the promoter group complied with the Companies Act, 1956 or the Companies Act, 2013, as applicable. That compliance statement addresses the stated legal framework, whereas the reconstruction disclosure concerns availability of historical documentation.

The Company separately states that it has complied with the applicable provisions of the Companies Act, 1956 and Companies Act, 2013 for equity-share issuances from incorporation until filing of the red herring prospectus. The compliance statement sits alongside, rather than replaces, the disclosure that certain records related to capital changes cannot be traced. The source does not state that the missing records have subsequently been recovered.

What do The Company's disclosed capital changes show?

The Company’s disclosed history shows that its share count changed through further issues, four buy-backs, rights issues, a private placement, a subdivision and a bonus issue. It had 150,000 equity shares after the February 25, 1993 initial subscription and further issuance, and 2.90 million shares after the July 12, 2017 buy-back. A December 2021 subdivision and the January 18, 2022 bonus issue subsequently brought the total to 58 million shares.

The three buy-backs completed in 2002, 2003 and 2004 reduced the number of shares by 561,743 in aggregate, based on the individual entries in the capital-history table. The July 2017 buy-back reduced the total by a further 200,000 shares. In contrast, the January 18, 2022 bonus issue added 43.5 million shares in the ratio of three equity shares for every one equity share held.

The December 8, 2021 shareholder resolution subdivided each equity share with a face value of Rs 10 into five equity shares with a face value of Rs 2. That subdivision increased the number of equity shares from 2.90 million to 14.50 million without changing aggregate paid-up capital at that step. The subsequent bonus issue increased the count from 14.50 million to 58 million shares, while the face value remained Rs 2 per equity share.

What is The Company's recorded ownership position before the offer?

The Company reports 5.80 crore fully paid equity shares before the offer, each with a face value of Rs 2, producing paid-up equity share capital of Rs 11.60 crore. Its authorised capital is 19 crore equity shares of Rs 2 each, with an aggregate nominal value of Rs 38 crore. The shareholding pattern is based on the beneficiary position statement dated September 1, 2026.

The Company states it had 81 shareholders when it filed the red herring prospectus. Promoters and the promoter group held 5.17 crore shares, or 89.20% of the 5.80 crore shares, while 39 public shareholders held 62.64 lakh shares, or 10.80%. The shareholding table records no non-promoter, non-public shareholders, no shares underlying depository receipts and no shares held by employee trusts.

The Company’s first-holder list for holdings of 1% or more includes 28 entries with 5.42 crore shares in aggregate, or 93.44% of pre-offer equity share capital. Usha Rajnikant Shah, held jointly with Nishith Rajnikant Shah and Shah Sandhya Nishith, is listed with 68.80 lakh shares, or 11.86%. Gaurang Natwarlal Parikh, held jointly with Tanvi Gaurang Parikh, is listed with 52 lakh shares, or 8.97%.

Does The Company disclose other capital-structure conditions?

The Company says it had no preference share capital, employee stock option scheme or pledged or encumbered shareholder equity shares as of the red herring prospectus date. It also states that it has not issued equity shares under schemes of arrangement approved under specified provisions of the Companies Act, 1956 or Companies Act, 2013. These are statements about the capital structure at the stated date and do not resolve the historical-record limitation.

The Company says it has not issued any equity shares by capitalising revaluation reserves since incorporation. Except for the January 18, 2022 bonus issue, it says it has not issued equity shares for consideration other than cash, by way of a bonus issue or out of revaluation reserves. The bonus issue comprised 4.35 crore equity shares of face value Rs 2 each at a nil issue price, and the table records nil benefits accruing to The Company.

The Company also says it did not issue equity shares at a price lower than the offer price in the one year preceding the date of the red herring prospectus. It states that no preference share capital existed at that date and that none of the 5.80 crore equity shares were subject to pledges or other encumbrances. Those disclosures set out the reported status of the securities before the offer rather than the completeness of records for past capital events.

Conclusion

The Company’s disclosure means its reported share count and ownership pattern are supported by a stated documentary basis, but parts of the route to that position cannot be evidenced by all original filings and records. The limitation is relevant because the identified areas include buy-backs, transfers and promoter acquisitions, while promoters and the promoter group held 89.20% of the 5.80 crore pre-offer shares.

What to watch next is whether the final prospectus provides further information on the missing records, the risk factor, or the basis of the certificates dated September 2, 2026 and October 2, 2026. The offer authorisations cited by The Company span the board resolution of February 21, 2025, shareholder approval of June 18, 2025, and later board and IPO Committee actions through September 2, 2026, but the supplied disclosure does not say that all historical records have been located.