The Company Discloses Missing Transfer Forms and RoC Errors

The Company disclosed that share-transfer forms for 2,000 early equity shares cannot be traced and that allotment forms filed with the Registrar of Companies, or RoC, contained discrepancies, errors and delays. The prospectus says alternate records support the transfers, but it cannot assure that legal or regulatory action will not arise over past compliance matters.

What missing transfer records has The Company disclosed?

The Company says it cannot trace two transfer forms covering 2,000 equity shares transferred to Meena O Baddhan. The missing forms relate to 1,500 equity shares transferred from Sathyapalan Ayadathil Poyil on November 25, 2011 and 500 equity shares transferred from Jyothish Rajamohanan Nambiar on March 25, 2014. Both transfer entries in the promoter build-up tables show a face value and acquisition price of Rs 100 per share.

The Company says it relied on alternate documentation, including board resolutions and other statutory records, for the two transfers. A share-transfer form is a record documenting a transfer between shareholders; The Company does not say the 2,000 shares were absent from its ownership history. Its disclosure instead identifies an inability to locate the original forms, making the recorded transfers dependent on substitute documents.

The 2,000 shares represent a small portion of the current 2,22,10,824 pre-issue equity shares, but the issue is material to the chain of title for promoter holdings. The 1,500-share transfer is recorded in the ownership histories of Sathyapalan Ayadathil Poyil and Meena O Baddhan, while the 500-share transfer is recorded in the histories of Jyothish Rajamohanan Nambiar and Meena O Baddhan. The Company does not disclose a dispute over either transfer.

Where did The Company's RoC filing errors occur?

The Company says there were discrepancies and errors in forms filed with the RoC, including forms filed for the allotment of shares. The RoC is the statutory registry that receives corporate filings under the Companies Act. Footnotes to The Company's equity-capital history and promoter shareholding build-up also disclose delayed filings and statutory non-compliances during certain past periods.

The prospectus marks several allotments with this disclosure, including rights issues dated February 27, 2015, March 15, 2016, March 31, 2017, March 31, 2018, March 30, 2019, March 30, 2020 and March 31, 2021. The flagged periods span seven allotment dates over 2015 to 2021 rather than a single disclosed filing event. The Company does not quantify the number of RoC forms affected, penalties paid, or any outstanding filing obligation.

The Company's broader statement is that it was non-compliant with applicable laws for certain periods in the past. It says it cannot assure that legal proceedings or regulatory actions will not be initiated in future in relation to secretarial-record gaps, filing discrepancies, delayed filings and statutory non-compliances. The prospectus states that any such action may affect The Company's financial condition and reputation.

How did The Company's share capital change over time?

The Company's capital history expanded from 10,000 equity shares at incorporation to 1,83,575 equity shares by April 5, 2024, through a series of rights issues. Several rights issues were made for consideration other than cash, which the prospectus defines as conversion of outstanding loans into equity share capital. The sequence means that accurate allotment records are relevant to both the number of shares issued and the ownership trail of current holders.

The Company then carried out two share subdivisions that changed the number and face value of shares without creating additional economic ownership. On August 3, 2024, it subdivided 1,83,575 equity shares with a Rs 100 face value into 18,35,750 equity shares with a Rs 10 face value. On December 16, 2025, it subdivided 18,50,902 equity shares with a Rs 10 face value into 37,01,804 equity shares with a Rs 5 face value.

Two days after the second subdivision, The Company issued 1,85,09,020 bonus shares in a 5:1 ratio on December 18, 2025. That action brought the pre-issue share count to 2,22,10,824 fully paid equity shares with a Rs 5 face value each. The prospectus says the bonus issue capitalised accumulated free reserves, was intended to improve post-listing liquidity and marketability, and was value-neutral because it did not change overall net worth.

Who holds The Company's shares linked to this history?

The Company's five promoters held 2,22,10,800 of 2,22,10,824 pre-issue equity shares, or 100% when rounded, as of the red herring prospectus date. Monika Kaur Gagandeep Singh Baddhan and Sajitha Jyothish held 12 shares each, leaving 24 shares outside the five promoters' holdings. This concentration means that the historical capital and transfer trail predominantly concerns the promoter group.

Opindersingh Badhatarsingh Badhhan held 89,24,112 shares, or 40.18% of pre-issue paid-up capital, the largest disclosed holding. Jyothish Rajamohanan Nambiar held 55,49,808 shares, or 24.99%; Sathyapalan Ayadathil Poyil held 33,40,800 shares, or 15.04%; Meena O Baddhan held 32,32,692 shares, or 14.55%; and Gagandeep Opinder Singh Baddhan held 11,63,388 shares, or 5.24%.

The Company says 20.01% of post-issue equity capital will constitute minimum promoter contribution under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. The specified shares will be locked in for three years from allotment in the issue. The lock-in governs the ability to transfer those shares after the offering, but it does not replace missing historical transfer forms or amend earlier RoC filings.

What does The Company's disclosure leave unresolved?

The Company has disclosed a recordkeeping and compliance risk, not a quantified claim, penalty or pending enforcement case. It says alternate board resolutions and statutory records were used for the 500-share and 1,500-share transfers, but it does not identify the specific documents or state that the original forms have been recovered. The adequacy of the historical ownership record therefore rests on those alternate materials if the transfers are later examined.

The Company also does not specify the nature of each discrepancy in allotment forms or identify the exact statutory provisions involved for every past non-compliance. It states that, except as disclosed in the prospectus, its equity issuances since incorporation were undertaken in accordance with the Companies Act to the extent applicable. That qualification places the disclosed RoC errors, filing delays and secretarial gaps within the stated exceptions to its wider compliance assertion.

The difference between the early transfers and later corporate actions is important. The two missing forms concern transfers of 2,000 shares between individuals in 2011 and 2014, whereas the subdivisions of August 2024 and December 2025 and the December 2025 bonus issue changed share counts across the capital base. The later actions do not eliminate the need for an evidential record of the earlier transfers that form part of promoter shareholding histories.

Conclusion

The Company's disclosures show that its current pre-issue capital base of 2,22,10,824 shares was built through rights issues, two subdivisions and a 5:1 bonus issue, while parts of the earlier record trail remain incomplete. The central identified gaps are missing forms for 2,000 transferred shares and discrepancies, errors and delays in RoC allotment filings across disclosed past periods.

What to watch next is whether any legal proceeding or regulatory action is initiated over the earlier records, an outcome The Company says it cannot rule out. The disclosed forward plan is a three-year lock-in for minimum promoter contribution equal to 20.01% of post-issue capital, while the unresolved matter is whether alternate records remain sufficient support for the two historical transfers and earlier filings.