The Company: Promoters Hold 98.46% of Shares Before IPO

The Company’s promoters and promoter group hold 125,104,800 of 127,059,295 issued Equity Shares, representing 98.46% before the IPO. P N S Business Private Limited and Rashin Consultants Private Limited hold this stake, while 57 public shareholders collectively own 1,954,495 shares, or 1.54%.

Why do The Company’s promoters hold 98.46% of shares before the IPO?

The Company’s promoters hold 98.46% of shares before the IPO because its two corporate promoter entities own 125,104,800 of the 127,059,295 issued Equity Shares. The shareholding pattern in the Red Herring Prospectus records the promoter and promoter-group category as holding 98.46% of both total shares and outstanding voting rights.

The public category holds the remaining 1,954,495 Equity Shares, or 1.54%, across 57 shareholders. The filing reports no non-promoter non-public shareholder category, no shares held through depositary receipts and no shares held by an employee trust. The total of 59 Equity Shareholders consists of two promoter entities and 57 public holders.

The 98.46% figure uses the issued-share and voting-rights measure in the shareholding-pattern table. Other IPO disclosures use a fully diluted basis, which includes Equity Shares that would result from the exercise of vested options under The Company’s Employee Stock Option Plan, or ESOP Scheme. On that fully diluted basis, the promoters’ combined holding is 96.21%, rather than 98.46%.

Which entities hold The Company’s concentrated promoter stake?

The Company’s concentrated promoter stake is held by P N S Business and Rashin Consultants. P N S Business owns 64,289,000 Equity Shares, equal to 49.44% of fully diluted pre-offer share capital, while Rashin Consultants owns 60,815,800 Equity Shares, equal to 46.77%.

P N S Business holds 3,473,200 more Equity Shares than Rashin Consultants and has a 2.67-percentage-point larger fully diluted stake. Neither entity individually exceeds 50% on the fully diluted measure disclosed in the Red Herring Prospectus, but together they account for 125,104,800 shares and 96.21% of that capital base.

The filing identifies both P N S Business and Rashin Consultants as promoters and promoter selling shareholders. The pre-offer promoter position is therefore held principally through corporate entities, while the Red Herring Prospectus footnote states that two individual promoters, Pankaj Dhanuka and Kishore Sarodia, do not hold Equity Shares.

How did The Company’s promoter ownership change before the IPO?

The Company’s two promoter entities retained nearly unchanged share counts over the disclosed comparison periods, while their fully diluted percentages fell as the total share base increased. P N S Business held 64,289,000 shares on October 10, 2025 and at the Red Herring Prospectus date, but its fully diluted stake declined from 50.68% to 49.44%.

Rashin Consultants also held 60,815,800 Equity Shares in the one-year comparison, while its fully diluted holding declined from 47.94% on October 10, 2025 to 46.77% at the latest disclosed date. The combined promoter stake decreased from 98.62% to 96.21%, a change of 2.41 percentage points despite no disclosed reduction in the two entities’ aggregate shareholding.

The disclosed dilution arose from ESOP allotments, which expanded the Equity Share base. The Company allotted 319,024 shares under the ESOP Scheme on December 14, 2025, followed by 84,236 shares and 643,635 shares on September 27, 2026. Those three allotments totalled 1,046,895 Equity Shares and brought cumulative issued capital to 127,059,295 shares.

What does The Company’s 1.54% public holding consist of?

The Company’s 1.54% public holding is spread among 57 shareholders, and the major-shareholder table lists only P N S Business and Rashin Consultants as holders of at least 1% of paid-up share capital. The largest named non-promoter holder in the pre-offer shareholder table is Nalin Ranjan Tikko, with 907,200 shares, or 0.70% on a fully diluted basis.

Baboth Chandani holds 700,000 shares, or 0.54% on the fully diluted basis. Other named holders include Andrew Wilmott with 260,000 shares, Ritesh Chakraborty with 160,336 shares and Bradley Call with 150,000 shares. These disclosed positions illustrate that public ownership remains divided among holders with stakes below 1% individually.

Some public holdings follow ESOP allotments to employees and senior management. Amit Soni holds 125,100 shares, Barun Singh holds 125,000, Manish Jain holds 125,000 and Neha Kallani holds 97,760, according to the disclosure of holdings by key managerial personnel and senior management. Each of those holdings represents 0.10% or less of fully diluted pre-offer share capital.

The ownership structure was also reinforced by the September 13, 2022 bonus issue of 94,509,300 Equity Shares in a ratio of three shares for each share held. P N S Business received 48,217,050 shares and Rashin Consultants received 45,611,850 shares in that issue, preserving their substantial ownership while increasing the issued-share base.

What restrictions and plans affect ownership after the IPO?

The Company’s final post-offer ownership is not quantified in the Red Herring Prospectus because the post-offer shareholding fields remain unfilled. The eventual promoter percentage will depend on the number of shares sold by P N S Business and Rashin Consultants as promoter selling shareholders, the Equity Shares issued in the offer and any exercise of vested ESOP options.

Under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations, at least 20% of fully diluted post-offer Equity Share capital held by promoters must qualify as minimum promoters’ contribution. That contribution must be locked in for 18 months from allotment, and the promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber it during the applicable lock-in period, subject to permitted regulatory exceptions.

The Company states that its entire pre-offer Equity Share capital, including any unsubscribed offered shares, will be locked in for six months from allotment, except shares allotted in the offer. The filing also states that no promoter or promoter-group shares were pledged or otherwise encumbered as of the Red Herring Prospectus date.

The Company does not intend to alter its capital structure through a share split, consolidation or further Equity Share issue between filing of the Red Herring Prospectus and listing or refund of application money, except for the offer and ESOP allotments. It separately states that, apart from the offer and ESOP allotments, it does not propose a further capital-structure alteration for six months from the bid or offer opening date.

Conclusion

The Company enters the IPO with ownership concentrated in P N S Business and Rashin Consultants, which together hold 98.46% of issued Equity Shares and voting rights. Their combined fully diluted stake is lower at 96.21% because that calculation includes Equity Shares that could arise from vested ESOP options, while the public owns 1.54% of issued shares across 57 holders.

The next ownership measure to watch is the completed prospectus-stage post-offer table, which will show the effect of the promoter sale and the offer on the two entities’ holdings. Further ESOP exercises could also change fully diluted ownership from the 96.21% reported before the offer.