TNA Solutions Limited: Jain promoters hold 68.62% under pact

TNA Solutions Limited’s three promoters, Ambuj Jain, Ayush Jain and Tanu Jain, held 1,02,92,500 equity shares, or 68.62% of issued, subscribed and paid-up capital before the issue. Ambuj Jain alone held 66.50%, while a July 29, 2026 non-compete agreement covers Avni Impex, a promoter-group partnership operating in a similar business.

How concentrated is TNA Solutions’ promoter ownership?

TNA Solutions’ promoter ownership was concentrated because Ambuj Jain, Ayush Jain and Tanu Jain together held 68.62% of its pre-issue equity capital. The company had 26 shareholders according to records dated September 18, 2026, but Ambuj Jain held 99,75,000 shares, representing 66.50% of pre-issue capital. Ayush Jain held 2,92,500 shares, or 1.95%, and Tanu Jain held 25,000 shares, or 0.17%.

The disclosed individual post-issue percentages indicate a reduction in the three promoters’ combined direct stake to 50.43% from 68.62% before the issue. Ambuj Jain’s disclosed holding falls by 17.62 percentage points to 48.88%, while Ayush Jain’s declines to 1.43% and Tanu Jain’s to 0.12%. The comparison is based on the same 1,02,92,500 shares held before the issue and the prospectus’s stated post-issue percentages.

TNA Solutions reports no holding company, subsidiary, associate or joint venture as of the red herring prospectus date. It also states that no outstanding convertible securities or other rights would entitle any person to receive equity shares. That disclosure means the stated ownership position does not identify additional dilution from existing conversion rights.

Which Jain family members manage TNA Solutions?

TNA Solutions’ management includes Ambuj Jain as managing director, Ayush Jain as director and chief financial officer, and Anuj Jain as chief operating officer. Ambuj Jain is Ayush Jain’s brother and Tanu Jain’s spouse, while Anuj Jain is the brother of Ambuj Jain and Ayush Jain. Tanu Jain serves on the five-member board as a non-executive, non-independent director.

Ambuj Jain’s managing-director term runs for five years from February 24, 2025 to February 23, 2029, and his approved basic annual salary is Rs 48 lakh. Ayush Jain was appointed chief financial officer on February 25, 2025, with annual remuneration payable of Rs 18 lakh. Anuj Jain became chief operating officer on June 1, 2026, with annual remuneration payable of Rs 36 lakh and 5,000 shares, or 0.03% of pre-issue capital.

The board comprises two executive directors and three non-executive directors, including two independent directors. Tanu Jain was redesignated as a non-executive, non-independent director on July 14, 2026. Although the articles of association do not require a director to hold shares, the three promoter-directors collectively held all 1,02,92,500 promoter shares before the issue.

What does TNA Solutions’ Avni Impex non-compete pact address?

TNA Solutions entered into a non-compete agreement with Avni Impex, a partnership firm, on July 29, 2026 because Avni Impex operates in similar lines of business. The promoter disclosure identifies Ayush Jain’s other venture as Avni Impex, and the promoter-group disclosure identifies the firm as a similar-business entity. The agreement therefore addresses a disclosed overlap between TNA Solutions’ business and an entity connected with a promoter.

The available disclosure does not state the non-compete agreement’s duration, territory, restricted product categories, consideration, enforcement mechanism or specific obligations. The prospectus consequently does not establish the breadth of the restriction or the process for monitoring compliance. Its practical effect depends on terms that have not been disclosed and on Avni Impex continuing to operate in a similar line of business.

Avni Impex forms part of the promoter group under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, or SEBI ICDR Regulations. The stated basis is that it is a firm in which promoters and their relatives together hold at least 20% of total capital. TNA Solutions also states that there has been no change in control since incorporation and that its promoters have not disassociated from entities during the preceding three years.

What governance arrangements apply to TNA Solutions’ ownership structure?

TNA Solutions has four board committees, including an audit committee comprising two independent directors and Ayush Jain. The audit committee was constituted on July 14, 2026 and reconstituted on August 3, 2026 following the resignation of Sudhir Kumar Asthana. Its stated responsibilities include reviewing financial reporting, related-party transactions, internal financial controls, risk management systems and use of issue proceeds.

Jinesh Pagaria chairs the audit committee, and Manish Manwani is its other independent director. The disclosed quorum is two members or one-third of the committee, whichever is greater, and at least two independent directors must be present. Since the committee has two independent directors, both are required for a meeting to meet the stated independent-director quorum condition.

TNA Solutions also constituted nomination and remuneration, stakeholders’ relationship and initial public offer committees in July 2026. The initial public offer committee includes Ambuj Jain as chairman, Ayush Jain as member and Jinesh Pagaria as member, with authority over issue documentation, advisers and listing applications. The company states that the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 will apply immediately upon listing of its equity shares on BSE SME.

Conclusion

TNA Solutions combines a 68.62% pre-issue promoter stake with family participation in managing-director, finance and operations roles. Ambuj Jain’s 66.50% holding accounts for nearly all of the three promoters’ ownership, while the July 29, 2026 Avni Impex agreement addresses the disclosed similar-business relationship involving Ayush Jain.

The disclosed post-issue percentages reduce the three promoters’ combined direct holding to 50.43%, based on the individual figures in the prospectus. The unresolved matter is the non-compete agreement’s scope, duration and enforcement terms, which the available disclosure does not specify; any later company disclosure on those terms would clarify how the arrangement operates.