Unitec Fibres Limited promoter-directors hold 43.59% pre-issue

Unitec Fibres Limited’s three related promoter-directors held 43.59% of its pre-issue paid-up capital, or 45,77,834 equity shares, in the Red Herring Prospectus. Chairman and Whole-Time Director Vijay Omjagdish Behl held 25.28%, Managing Director Virander Behl held 13.23%, and Non-Executive Non-Independent Director Devina Virander Behl held 5.08%.

Who holds 43.59% of Unitec Fibres before the issue?

Unitec Fibres’ three promoter-directors held 45,77,834 equity shares, representing 43.59% of pre-issue paid-up capital. Vijay Omjagdish Behl was the largest holder among them with 26,55,000 shares and 25.28%, followed by Virander Behl with 13,88,957 shares and Devina Virander Behl with 5,33,877 shares.

The 43.59% measure applies to pre-issue paid-up capital, while the director-shareholding table leaves all post-issue percentages as placeholders. The prospectus therefore does not provide a post-issue ownership percentage for Vijay Omjagdish Behl, Virander Behl or Devina Virander Behl.

How are the three Unitec Fibres promoter-directors related?

The three promoter-directors are connected by disclosed family relationships. Virander Behl and Vijay Omjagdish Behl are brothers, while Devina Virander Behl is Virander Behl’s spouse and Vijay Omjagdish Behl’s sister-in-law.

Virander Behl and Devina Virander Behl have each served as directors since February 11, 2005, according to the board disclosures. Vijay Omjagdish Behl joined the board on March 20, 2016, creating a board-level family connection that predates the July 2024 changes in executive designations.

The three directors were redesignated on July 12, 2024. Virander Behl became Managing Director for a five-year term, Vijay Omjagdish Behl became Chairman and Whole-Time Director for five years, and Devina Virander Behl became Non-Executive Non-Independent Director.

How is Unitec Fibres’ board structured around this ownership?

Unitec Fibres had a five-member board comprising three promoter-directors and two Non-Executive Independent Directors as of the prospectus date. The three promoter-directors represented 60% of the five seats, while Sekar Ananthanarayan and Pradnya Yogesh Chandorkar held the other two seats as independent directors.

Sekar Ananthanarayan and Pradnya Yogesh Chandorkar were appointed as additional Non-Executive Independent Directors on July 11, 2024 and regularised on July 12, 2024. Their terms run from July 12, 2024 to July 11, 2029, and both are not liable to retire by rotation under the disclosed appointments.

The board included two women directors out of five, Devina Virander Behl and Pradnya Yogesh Chandorkar. Unitec Fibres’ Articles of Association allow a minimum of three and a maximum of 15 directors under the Companies Act, 2013, placing the five-member board within that stated range.

How far does family influence extend beyond the board?

Family relationships disclosed by Unitec Fibres also include Chief Executive Officer Rajiv Behl, who took office on May 17, 2025. The prospectus identifies Rajiv Behl as a brother of both Vijay Omjagdish Behl and Virander Behl, and as Devina Virander Behl’s brother-in-law.

Rajiv Behl was paid Rs 12.00 lakh in remuneration in financial year 2025-26 and had been associated with Unitec Fibres since 2017. The key managerial personnel shareholding table, however, identifies a Chief Executive Officer named “Rajvir Behl” holding 28,00,000 shares, or 26.66% of pre-issue capital, while the profile and relationship disclosures use Rajiv Behl.

The prospectus does not resolve whether the “Rajvir Behl” shareholder entry and Rajiv Behl, the Chief Executive Officer, are the same person. It separately lists Chief Financial Officer Mihir Suvanam with 6,65,000 shares, or 6.33% of pre-issue capital, and does not disclose a family relationship between Mihir Suvanam and the Behl directors.

What governance mechanisms did Unitec Fibres establish?

Unitec Fibres constituted an Audit Committee on September 12, 2024 under Section 177 of the Companies Act, 2013. Pradnya Yogesh Chandorkar chairs the three-member committee, with Sekar Ananthanarayan and Devina Virander Behl serving as members.

The Audit Committee must meet at least four times each year, with no more than 120 days between two meetings. Its quorum is two members or one-third of members, whichever is greater, and must include at least two independent directors; because the committee has two independent members, both are needed to meet that condition.

The company constituted its Nomination and Remuneration Committee and Corporate Social Responsibility Committee on October 19, 2024. Sekar Ananthanarayan chairs the nomination committee, while Vijay Omjagdish Behl chairs the corporate social responsibility committee; each committee includes Devina Virander Behl and one independent director.

The Stakeholders’ Relationship Committee was reconstituted on June 12, 2026, with Pradnya Yogesh Chandorkar as chair and Vijay Omjagdish Behl and Virander Behl as members. Its stated functions include addressing security-holder grievances, reviewing voting-rights measures, approving specified share transfers and overseeing dematerialisation or rematerialisation of securities.

How do Unitec Fibres’ director payments compare?

Unitec Fibres paid the three promoter-directors a combined Rs 84.00 lakh in financial year 2025-26. Vijay Omjagdish Behl received Rs 48.00 lakh, Virander Behl received Rs 21.00 lakh, and Devina Virander Behl received Rs 15.00 lakh.

The approved monthly remuneration ceilings differ from those annual payments. Vijay Omjagdish Behl’s ceiling was Rs 24.00 lakh a month, Virander Behl’s was Rs 2.75 lakh a month, and Devina Virander Behl’s was Rs 1.25 lakh a month; independent directors may receive Rs 25,000 for each board or committee meeting under a July 12, 2024 members’ resolution.

The prospectus states that no director is party to a bonus or profit-sharing plan and that no contingent or deferred compensation forms part of director remuneration. It also states that directors have not entered service contracts providing benefits upon termination of employment.

Conclusion

Unitec Fibres enters the issue process with 43.59% of pre-issue capital held by three related promoter-directors, alongside a five-member board in which two seats are held by independent directors appointed in July 2024. The September and October 2024 committee formations established defined roles for audit oversight, director nominations, remuneration and corporate social responsibility.

The disclosed post-issue percentages remain unavailable because the director-shareholding table contains placeholders rather than post-issue figures. A further matter to watch is whether Unitec Fibres clarifies the difference between “Rajiv Behl” in its Chief Executive Officer profile and “Rajvir Behl” in its key managerial personnel shareholding table, which lists 26.66% of pre-issue capital.