The Company Promoters Retain 92.05% Pre-Offer Ownership

The Company’s promoters hold 271,768,648 equity shares, equal to 92.05% of issued, subscribed and paid-up pre-offer equity capital. Two promoter trusts hold 139,667,988 shares, or 47.30%, and use Tanveer Singh, Rajiv Singh and Inderjeet Singh as trustees, making the trusts central to The Company’s ownership structure before the offer.

How concentrated is The Company’s pre-offer ownership?

The Company’s pre-offer ownership is concentrated because five promoter holdings account for 92.05% of equity capital. The five holders are Tanveer Singh, Rajiv Singh, Inderjeet Singh, Inderjeet Tanveer Singh Trust and Inderjeet Rajiv Singh Trust. Their combined 271,768,648 shares are measured against The Company’s issued, subscribed and paid-up pre-offer equity capital as of the Red Herring Prospectus date.

The promoter group separately holds 32,402 shares, or 0.01% of pre-offer capital. Adding that amount to the promoter block produces a disclosed promoter and promoter-group total of 271,801,050 shares, or 92.06%. The 0.01-percentage-point difference from the 92.05% promoter figure reflects promoter-group shares, not an increase in the five promoter holdings.

The Company reported 102 shareholders as of the Red Herring Prospectus date. The non-promoter balance was therefore 7.95% of pre-offer equity, based on the 92.05% promoter shareholding. The supplied disclosure does not provide a complete holder-by-holder reconciliation for all of that non-promoter balance.

How do the promoter trusts shape The Company’s ownership?

The Company’s two promoter trusts hold 47.30% of pre-offer equity, exceeding the 44.74% held directly by the three individual promoters. Each trust owns 69,833,994 shares, or 23.65%, while Tanveer Singh, Rajiv Singh and Inderjeet Singh directly own 22.16%, 22.10% and 0.48%, respectively. The comparison shows that the trusts hold the largest component of the promoter block.

Inderjeet Tanveer Singh Trust holds shares through Tanveer Singh, Rajiv Singh and Inderjeet Singh as trustees. Inderjeet Rajiv Singh Trust holds shares through Rajiv Singh, Tanveer Singh and Inderjeet Singh as trustees. The filing does not describe voting procedures or decision rules for either trust, so it does not quantify how the trustees exercise voting rights.

The two trusts account for about 51.39% of the 271,768,648 promoter-held shares. Their present scale arose from settlement contributions and a 50:1 bonus issue on December 23, 2024. Each trust received about 0.23% of pre-offer capital on February 28, 2024, another 0.23% on December 3, 2024, and 68,464,700 shares in the December 2024 bonus issue.

The settlement contributions were made by Inderjeet Singh as settlor, with consideration stated as not applicable. The trust-led shareholding pattern will persist only if those holdings remain within the disclosed promoter structure, subject to lock-in requirements and permitted transfers under the Securities and Exchange Board of India’s Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations.

What changed in The Company’s promoter holdings before the offer?

The Company’s promoter holdings were enlarged by the 50:1 bonus issue on December 23, 2024, while later secondary sales reduced the direct positions of Tanveer Singh and Rajiv Singh. Tanveer Singh and Rajiv Singh each received 66,656,200 bonus shares, each recorded as 22.58% of pre-offer capital in the build-up disclosure. Each promoter trust also received 68,464,700 shares in the same bonus issue.

The resulting direct holdings are close but differ by 161,288 shares. Tanveer Singh holds 65,425,593 shares, or 22.16%, and Rajiv Singh holds 65,264,305 shares, or 22.10%. Together they own 130,689,898 shares, or 44.26%, compared with Inderjeet Singh’s 1,410,762 shares, or 0.48%.

The filing records cash secondary sales by Tanveer Singh and Rajiv Singh at Rs 310 per share on April 25, 2025, April 28, 2025 and March 2026. For example, Tanveer Singh transferred 411,532 shares to India Opportunities Growth Fund Ltd on April 28, 2025, while Rajiv Singh transferred 411,468 shares to India Opportunities Growth Fund Ltd - Pinewood Strategy on the same date.

Those sales did not reduce the disclosed promoter block below 92.05% as of the Red Herring Prospectus date. The Company also states that none of the equity shares held by promoters was subject to a pledge, and that the shares offered as minimum promoter contribution were not subject to a pledge or other encumbrance.

What lock-in restrictions apply to The Company’s promoter shares?

The Company must lock in at least 20% of fully diluted post-offer equity capital held by promoters for 18 months from allotment under Regulations 14 and 16 of the SEBI ICDR Regulations. Promoter holdings above that minimum promoter contribution must be locked in for six months from allotment. The filing leaves the table identifying the exact 18-month locked-in shares for update in the Prospectus.

The promoters have consented not to dispose of, sell, transfer, pledge, create a lien over or otherwise encumber minimum promoter-contribution shares from the Draft Red Herring Prospectus filing until the relevant lock-in expires. The restriction is subject to exceptions permitted by the SEBI ICDR Regulations. The filing also confirms that the proposed minimum promoter contribution does not include shares ineligible under Regulation 15.

The wider pre-offer equity capital is generally subject to a six-month lock-in from allotment under Regulation 17(1). Exceptions include shares allotted in an offer for sale, specified venture-capital and alternative-investment-fund holdings subject to conditions, and shares allotted to employees under ESPS 2025, The Company’s employee stock purchase scheme, which may have a one-year lock-in from employee allotment.

Regulation 22 allows locked-in promoter shares to be transferred among promoters, promoter-group members, a new promoter or persons in control, if the lock-in continues with the transferee. That mechanism means a permitted transfer would not by itself end the remaining lock-in period. Any such transfer must also comply with applicable takeover regulations.

Which disclosed holdings sit outside The Company’s promoter block?

The Company discloses that Amara Partners Growth Fund - I holds 2,952,756 equity shares, or 1.00% of pre-offer capital, after conversion on August 21, 2026. The equity shares resulted from conversion of 2,419,355 compulsorily convertible preference shares, or CCPS, at a 1:1.200472399 conversion ratio. The filing states that the fund has no right to nominate a director.

The CCPS were issued to Amara Partners Growth Fund - I in a pre-initial public offering placement aggregating Rs 75 crore on July 6, 2026 at Rs 310 per CCPS. No consideration was paid at the August 2026 conversion because The Company received the cash consideration at allotment of the CCPS. Special rights under the June 15, 2026 share subscription agreement will cease upon listing, according to the filing.

SRS Innovation and PST Innovation each hold 2,550,000 shares, or 0.86% of pre-offer capital. Their combined 5,100,000 shares equal 1.72% of pre-offer capital. Sunil Kumar Rustagi holds shares on behalf of SRS Innovation, while Shreyans Jitendra Shah holds shares on behalf of PST Innovation.

Conclusion

The Company enters the offer with 92.05% promoter ownership, with the two promoter trusts accounting for 47.30% and the three individual promoters holding 44.74%. The shared trustee arrangements make the trusts a material part of the disclosed ownership structure, although the filing does not set out trust voting procedures.

The next item to watch is the Prospectus update to the minimum promoter-contribution lock-in table and the currently blank post-offer ownership percentages. Those disclosures are expected to identify the specific shares subject to the 18-month lock-in and show how the fully diluted post-offer ownership distribution changes.