The Company’s pre-IPO gifts left three holders with 82.7%

The Company’s pre-IPO gift transfers, followed by a March 2025 rights issue and February 2026 bonus issue, left Chanda Asawa, Divya Asawa and Rama Raju Penmatsa with 52,15,500 of 63,06,720 pre-issue Equity Shares. Their combined holding represented 82.70% of the Company immediately before the proposed fresh issue.

How did pre-IPO gifts reshape The Company’s ownership?

Pre-IPO gifts shifted shares to holders who later participated in corporate actions. On September 5, 2024, Rohit Asawa transferred 2,20,000 Equity Shares to Chanda Asawa and 22,000 Equity Shares to Divya Asawa as gifts. Rohit’s cumulative holding consequently declined from 3,10,000 shares to 68,000 shares, according to the promoter shareholding build-up.

A later gift transferred a large stake to Rama Raju Penmatsa. On November 19, 2025, Rama Raju Penmatsa received 6,40,000 Equity Shares from Kakaralapudi Krishna Kiran for nil consideration. The prospectus also records that, before the March 24, 2025 rights issue, Kakaralapudi Krishna Kiran received 95,000 shares from Sheena Pemmasta through a gift, while Chanda Asawa received 2,20,000 shares from Rohit Asawa through a gift.

The ownership change is clearer against the position two years before the prospectus filing. At that date, Sneha Penmasta held 4,15,000 shares, or 50.00%; Rohit Asawa held 3,10,000 shares, or 37.35%; and Divya Asawa held 1,00,000 shares, or 12.05%. Chanda Asawa and Rama Raju Penmatsa were not listed among shareholders holding 1% or more at that earlier point, but held 43.17% and 15.22%, respectively, in the pre-issue snapshot.

The gifts did not add to The Company’s share capital, but they affected entitlement to subsequent issues because rights and bonus shares are allocated to holders on the relevant dates. Chanda Asawa’s 2,20,000 gifted shares and Divya Asawa’s 22,000 gifted shares preceded the March 2025 rights issue. Rama Raju Penmatsa’s 6,40,000 gifted shares preceded the February 2026 bonus issue.

Which issues enlarged the three holders’ positions?

The March 24, 2025 rights issue expanded the positions held after the September 2024 gifts. The Company issued 31,70,000 Equity Shares in a ratio of 37 shares for every five shares held, at Rs 10 per Equity Share. The allotment increased cumulative Equity Shares to 40,00,000 from 8,30,000 following the March 28, 2023 conversion of an unsecured loan into 3,30,000 Equity Shares.

Chanda Asawa received 15,95,000 shares in the March 2025 rights issue, taking the cumulative holding to 18,15,000 shares. Divya Asawa received 9,00,000 shares, reaching 10,22,000 shares, while Kakaralapudi Krishna Kiran received 5,45,000 shares. The allotment history records 1,32,000 shares for Rohit Asawa, whereas the promoter build-up table records 1,30,000 shares and a cumulative 1,98,000 shares, leaving a 2,000-share difference between the two disclosures.

A February 5, 2026 preferential allotment added 2,04,485 Equity Shares at Rs 113 per share and increased cumulative shares to 42,04,485. The Rs 113 price was based on a valuation report dated January 5, 2026 by registered valuer Subodh Kumar. The disclosed allottees included PVE Asset Services LLP, which received 54,757 shares, while the named promoter build-up does not show a preferential allotment to Chanda Asawa, Divya Asawa, Rama Raju Penmatsa or Rohit Asawa.

The February 21, 2026 bonus issue then added 21,02,235 Equity Shares, taking total paid-up shares to 63,06,720. The bonus ratio was one Equity Share for every two held, with Chanda Asawa receiving 9,07,500 shares, Divya Asawa 5,11,000 shares, Rama Raju Penmatsa 3,20,000 shares and Rohit Asawa 99,000 shares. A bonus issue adds shares without cash consideration and preserves relative ownership among holders participating on the same basis.

Who controlled The Company immediately before the issue?

The three largest promoters held 82.70% of The Company’s pre-issue share capital. Chanda Asawa held 27,22,500 Equity Shares, or 43.17%; Divya Asawa held 15,33,000 shares, or 24.31%; and Rama Raju Penmatsa held 9,60,000 shares, or 15.22%. Their 52,15,500 combined shares were measured against 63,06,720 outstanding pre-issue Equity Shares.

The four promoters together held 55,12,500 shares, or 87.41%, before the issue. Promoter-group members Swathi Penmatsa and Shilpa Attal held another 4,87,500 shares, or 7.73%, bringing promoter and promoter-group ownership to 60,00,000 shares, or 95.14%. The remaining 3,06,720 shares, or 4.86%, were held by public shareholders.

The holder mix changed from one year before the prospectus filing. Chanda Asawa then held 18,15,000 shares, or 45.38%; Divya Asawa held 10,22,000 shares, or 25.55%; Kakaralapudi Krishna Kiran held 6,40,000 shares, or 16.00%; and Sneha Penmatsa held 3,20,000 shares, or 8.00%. By the pre-issue date, Rama Raju Penmatsa had replaced Kakaralapudi Krishna Kiran among the holders listed above 1%, and Swathi Penmatsa held 4,80,000 shares, or 7.61%.

What could change The Company’s ownership after the issue?

The proposed fresh issue of up to 24,99,600 Equity Shares would dilute existing holders by increasing the share count from the 63,06,720 pre-issue shares. The capital-structure table did not state final post-issue holdings because the issue price and basis of allotment remained to be finalised. The issue was authorised by the Board on March 6, 2026 and by shareholders on March 9, 2026 under Section 62(1)(c) of the Companies Act, 2013.

The disclosed pre-issue denominator has no adjustment for convertible instruments. The Company has one class of fully paid Equity Shares with a face value of Rs 10 each, no outstanding convertible instruments, no employee stock-option scheme and no stock-appreciation rights as of the red herring prospectus date. The shareholding pattern also reported no partly paid-up shares, depository receipts or shares held by employee trusts.

The Company stated that 20.00% of post-issue capital held by promoters will be treated as minimum promoter contribution and locked in for three years from the allotment date under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The Company also disclosed that none of the Equity Shares held by promoters or the promoter group was pledged or otherwise encumbered as of the red herring prospectus date.

Conclusion

The Company’s 82.70% concentration among Chanda Asawa, Divya Asawa and Rama Raju Penmatsa resulted from a sequence of transfers and issuances rather than one transaction. Gifts moved 2,42,000 shares from Rohit Asawa to Chanda Asawa and Divya Asawa in September 2024, while a November 2025 gift moved 6,40,000 shares from Kakaralapudi Krishna Kiran to Rama Raju Penmatsa. The March 2025 rights issue and February 2026 bonus issue then enlarged the resulting holdings.

The next disclosed ownership change depends on allotment in the fresh issue of up to 24,99,600 Equity Shares and the final post-issue share count. The Company has stated that it does not intend to alter its capital structure for six months from the issue opening through a split, consolidation or further issue, except for a possible post-listing issuance linked to an acquisition, merger, joint venture, regulatory compliance, scheme of arrangement or another purpose approved by its Board.