The Company entered its IPO with 100% promoter ownership

The Company entered its IPO with all 54,18,320 fully paid equity shares held by eight promoters and promoter-group shareholders. The 100% promoter ownership followed a 40,63,740-share 3-for-1 bonus issue on March 3, 2026, a 1,05,930-share loan conversion in December 2025 and internal transfers in June 2026.

How concentrated was The Company’s ownership before the IPO?

The Company’s ownership before the IPO was entirely concentrated in promoters and the promoter group, with no public shareholder recorded. The shareholding pattern lists 54,18,320 equity shares, each carrying one vote, held by eight shareholders in dematerialised form. The Company had one class of fully paid equity shares with a face value of Rs 10 each and no outstanding convertible instruments.

The three named promoters held 51,05,764 shares, representing 94.23% of pre-issue capital. Pradeep Agarwal held 29,00,818 shares or 53.54%, Priyanshu Agarwal held 11,46,765 shares or 21.16%, and Ayush Agarwal held 10,58,181 shares or 19.53%. The promoter group held the remaining 3,12,556 shares, or 5.77%.

The concentration extended beyond the promoter classification. Six shareholders with holdings of at least 1% collectively owned 54,16,320 shares, or 99.96% of capital. Sudha Singhal and Navya Agarwal held 1,000 shares each, representing 0.02% each and accounting for the remaining 2,000 shares.

How did the 3-for-1 bonus issue change The Company’s share capital?

The Company’s March 3, 2026 bonus issue increased its share count by 40,63,740 equity shares, or three new shares for every one share held. The prospectus says the issue used the securities premium account to strengthen the capital structure, while its non-cash issue table describes the mechanism as capitalisation of reserves. No cash consideration was paid by recipients for the bonus shares.

The capital history shows that The Company had 13,54,580 shares after the December 8, 2025 loan-conversion allotment. The bonus issue increased that total fourfold to 54,18,320 shares. The Company reported a securities premium account balance of Rs 1.96 crore before the IPO, although the prospectus does not separately state the amount used in the bonus issue.

Seven holders received bonus shares. Pradeep Agarwal received 21,12,390 shares, Priyanshu Agarwal received 8,27,712 shares and Ayush Agarwal received 7,61,274 shares. Those three recipients received 37,01,376 shares, or 91.09% of the total bonus allotment; because the allotment was pro rata, the issue itself did not change the participating holders’ ownership percentages.

The Company also states that it has not revalued assets since incorporation and has not issued equity shares, including bonus shares, by capitalising revaluation reserves. This disclosure distinguishes the March 2026 issue from a bonus issue based on asset revaluation.

What non-cash transactions built The Company’s current ownership?

The Company’s current share register reflects non-cash business-acquisition allotments and loan conversion in addition to cash subscriptions, rights issues and transfers. On December 31, 2024, The Company allotted 2,48,650 equity shares at Rs 43.49 each as consideration other than cash for the acquisition of Pixel, Print and Pack, a partnership firm owned by Pradeep Agarwal, Priyanshu Agarwal and Ayush Agarwal.

Pradeep Agarwal received 2,42,310 shares in the December 2024 allotment, while Priyanshu Agarwal and Ayush Agarwal received 3,170 shares each. The detailed non-cash issue table identifies the benefit to The Company as takeover of the business. The promoter shareholding build-up table, however, describes Pradeep Agarwal’s entry as a loan-conversion issue connected with the business-transfer arrangement.

On December 8, 2025, The Company allotted 1,05,930 shares at Rs 481 each against loans borrowed, describing the transaction as capitalisation of loans. Priyanshu Agarwal received 32,734 shares, Pradeep Agarwal received 24,050 shares, Neelam Agarwal received 22,799 shares and Ayush Agarwal received 10,588 shares. Nikita Agarwal and Pallavi Agarwal received 6,840 and 8,919 shares, respectively.

These allotments followed earlier capital changes. At incorporation, Pradeep Agarwal and Pawan Agarwal subscribed for 5,000 shares each. The Company also issued 1,75,200 shares for non-cash consideration in April 2007 for the takeover of two printing businesses and completed a 2,00,000-share rights issue in September 2014.

What role did internal transfers play before The Company’s IPO?

Internal transfers redistributed promoter-group holdings to the three promoters without changing The Company’s 54,18,320-share capital. On June 10, 2026, Pradeep Agarwal received 86,298 shares from Pradeep Kumar Agarwal and Sons HUF, a Hindu Undivided Family, for nil consideration. He then transferred 1,000 shares each to Sudha Singhal and Navya Agarwal for nil consideration.

The same June 10, 2026 transfers gave Priyanshu Agarwal and Ayush Agarwal 43,149 shares each from the HUF for nil consideration. Priyanshu Agarwal’s holding reached 11,46,765 shares and Ayush Agarwal’s reached 10,58,181 shares. The HUF had received 1,29,447 bonus shares in the March 2026 allotment, making the June transactions a redistribution of a promoter-group holding.

Earlier transfers also contributed to the individual promoter positions. In March 2017, Pradeep Agarwal acquired 1,00,000 shares from Morgan Vyapar Pvt. Ltd. and 9,037 shares from Across Marketing Service Ltd., each at Rs 18.66 per share. In July 2020, Pradeep Agarwal received 81,583 shares from Anita Agarwal for nil consideration, while Ayush Agarwal and Priyanshu Agarwal each received 1,73,605 shares from her.

The Company reported no purchases or sales of its shares by promoters, promoter-group members, directors, their relatives or related partners in the six months before the red herring prospectus. It also reported that none of those persons had financed another person’s purchase of The Company’s equity shares during that six-month period.

What will determine The Company’s ownership after listing?

The Company’s post-listing ownership will depend on the final IPO allotment, because the red herring prospectus leaves post-issue shareholding figures blank pending finalisation of the basis of allotment. The Company states that it will file the prescribed shareholding pattern one day before listing and upload it on the stock exchange website before trading begins.

The Company has said it will not make a further capital issue, including a bonus issue, preferential allotment or rights issue, between the red herring prospectus date and listing, or until application money is unblocked if the issue fails. It also does not intend to split or consolidate the Rs 10 face-value shares within six months from the issue opening, although it may issue shares after listing for an acquisition, merger, joint venture, regulatory compliance or another board-approved purpose.

Lock-in provisions will also restrict transfers of promoter holdings. The promoters identified 15,49,764 shares, equal to 20.01% of post-issue capital, as minimum promoter contribution locked in for three years from allotment. The prospectus further specifies 17,78,000 promoter shares for a two-year lock-in and another 17,78,000 promoter shares for a one-year lock-in.

Conclusion

The Company arrived at the IPO with no public shareholding and with 94.23% of capital held by three promoters. Its 54,18,320-share pre-issue capital resulted from a sequence of business-acquisition allotments, loan capitalisation, a 3-for-1 bonus issue and internal transfers, rather than only original founder subscriptions.

The next ownership change to watch is the final IPO allotment and the resulting shareholding pattern, which the prospectus says will be filed before listing. The disclosed bar on additional capital changes before listing and the three-year, two-year and one-year promoter lock-ins will determine how much of the pre-issue holding remains restricted after allotment.