The Company Promoters Hold 99.99% Before IPO After Bonus

The Company’s promoters held 1,08,72,550 equity shares, or 99.99% of pre-offer capital, after a 100:1 bonus issue on May 8, 2026 raised outstanding shares from 1,07,650 to 1,08,72,650. Five public shareholders together held 100 shares, representing the remaining 0.01% before the IPO.

Why do The Company promoters hold 99.99% before the IPO?

The Company promoters hold 99.99% because Vineet Kumar Gupta and Juli Gupta owned almost all shares following the May 2026 bonus issue, while five public shareholders held only 20 shares each. Vineet Kumar Gupta held 75,90,050 shares, or 69.81% of pre-offer capital, and Juli Gupta held 32,82,500 shares, or 30.19%.

The Company had 1,08,72,650 fully paid equity shares of face value Rs 10 each before the offer, representing paid-up capital of Rs 10.87 crore. The shareholding pattern records two promoters and promoter-group holders with 1,08,72,550 shares, five public shareholders with 100 shares, and no non-promoter, non-public shareholders.

Only Vineet Kumar Gupta and Juli Gupta held at least 1% of The Company’s pre-offer capital. The five other holders, Jitendra Kumar Shaw, Rajat Prasad, Raju Mondal, Rohit Midha and Subha Nandi, each held 20 shares; The Company reported seven shareholders in total as of the red herring prospectus date.

How did The Company’s 100:1 bonus issue change capital?

The Company’s 100:1 bonus issue added 1,07,65,000 equity shares on May 8, 2026, taking cumulative shares to 1,08,72,650 from 1,07,650. The stated ratio means that 100 bonus equity shares were allotted for every one equity share held, and the prospectus classifies the consideration as non-cash.

The Company’s board approved the bonus issue on April 15, 2026, followed by shareholder approval at an extraordinary general meeting on May 7, 2026. The issue allotted 75,15,000 shares to Vineet Kumar Gupta and 32,50,000 shares to Juli Gupta, matching the 1,07,650 shares then held between them.

The Company’s paid-up capital rose from Rs 10.76 lakh after the March 28, 2014 further issue to Rs 10.87 crore after the bonus issue. One year before the red herring prospectus, Vineet Kumar Gupta held 75,150 shares, or 70.00%, and Juli Gupta held 32,500 shares, or 30.00%, together accounting for all 1,07,650 then-outstanding shares.

The Company states that it has not revalued assets since incorporation and has not issued equity shares, including bonus shares, by capitalising revaluation reserves. That disclosure is relevant to the stated eligibility of bonus shares proposed for the minimum promoters’ contribution under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, or SEBI ICDR Regulations.

What changed in The Company’s ownership before the offer?

The Company moved from 100.00% promoter ownership one year before the prospectus to 99.99% before the offer after Vineet Kumar Gupta transferred 100 shares to five people on June 1, 2026. Each transferee received 20 shares, and the promoter shareholding fell by 100 shares while Juli Gupta’s 32,82,500-share holding remained unchanged.

The disclosed transfer table gives a transfer price of Rs 100 per share for the five June 1, 2026 transfers. The transactions reduced Vineet Kumar Gupta’s post-bonus holding from 75,90,150 shares to 75,90,050 shares, creating the 100-share public category recorded in the pre-offer shareholding pattern.

The Company had three shareholders two years before the prospectus, rather than seven. Vineet Kumar Gupta owned 62,500 shares, or 58.06%, Juli Gupta held 32,500 shares, or 30.19%, and Bijoy Kumar Gupta held 12,650 shares, or 11.75%; later disclosures record gifts of 30,000 shares from Nand Rani Gupta on March 23, 2024 and 12,650 shares from Bijoy Kumar Gupta on October 1, 2024.

The Company reports that none of the promoter shares were pledged or otherwise encumbered as of the prospectus date. It also reports no outstanding options, warrants, convertible securities or other rights to receive equity shares, meaning the disclosed pre-offer share count has no stated conversion-related dilution.

What would The Company’s proposed offer change?

The Company proposes a fresh offer of up to 34,00,000 equity shares and an offer for sale of up to 4,58,000 existing shares. The fresh offer would increase paid-up shares from 1,08,72,650 to up to 1,42,72,650, while the offer for sale would transfer existing shares rather than create new capital.

The Company has reserved up to 1,93,200 shares for a market maker and proposes a net offer to the public of up to 36,64,800 shares. A market maker provides buy and sell quotations under the disclosed arrangement; Giriraj Stock Broking Private Limited is to undertake that role for a minimum of three years from listing.

The Company’s authorised share capital is Rs 15 crore, comprising 1,50,00,000 equity shares of Rs 10 each. The maximum stated post-offer share count of 1,42,72,650 would be 7,27,350 shares below that authorised limit.

The Company has not provided final post-offer promoter percentages because they are subject to finalisation of the basis of allotment. The prospectus states that a promoter selling shareholder has authorised participation in the offer for sale, so final promoter ownership will also reflect the number of existing shares sold in that component.

How long will The Company promoter shares be locked in?

The Company plans to lock in 28,54,530 promoter shares, equal to 20% of fully diluted post-offer paid-up capital, for three years from offer allotment. This minimum promoters’ contribution is stated to consist of bonus shares allotted on May 8, 2026, subject to finalisation of the basis of allotment.

The Company says the proposed minimum contribution is eligible under Regulation 237 of the SEBI ICDR Regulations because it does not include shares from a bonus issue funded by revaluation reserves or unrealised profits. The Company also states that its promoters had not pledged shares with creditors and that the locked-in shares were fully paid up.

The Company states that 50% of promoter holdings above the minimum promoters’ contribution will be locked in for two years from allotment, with the remaining 50% locked in for one year. The entire pre-offer capital held by non-promoters, including the 100 public shares, is to be locked in for one year from initial public offering allotment.

Conclusion

The Company’s 99.99% promoter ownership results from a May 2026 bonus issue that expanded the equity base from 1,07,650 to 1,08,72,650 shares, followed by transfers of only 100 shares to five public holders. The share register therefore remains concentrated in Vineet Kumar Gupta and Juli Gupta, who together hold virtually all pre-offer capital.

The next ownership change to watch is completion of the proposed fresh offer of up to 34,00,000 shares and offer for sale of up to 4,58,000 shares. The Company has not disclosed final post-offer promoter percentages pending allotment, while 28,54,530 promoter shares are planned for a three-year minimum-contribution lock-in.