Vishal Sanwarprasad Budhia Promoters Hold 99.49% Pre-Offer Equity

Vishal Budhia and the other four disclosed promoters hold 221,160,725 Equity Shares, equal to 99.49% of the company’s pre-offer issued, subscribed and paid-up Equity Share Capital. Vishal Budhia directly holds 86.97%, while three private irrevocable promoter trusts hold a combined 8.01% under trust deeds dated August 8, 2023.

How concentrated is Vishal Budhia’s promoter ownership?

Vishal Budhia’s promoter ownership is concentrated because five disclosed promoters own 99.49% of the company’s pre-offer equity capital. The promoters are Vishal Budhia, Ritu Budhia, VSB Business Trust, Budhia Business Trust and VB Business Trust. The prospectus reports that their 221,160,725 Equity Shares represent 99.49% of issued, subscribed and paid-up Equity Share Capital before the offer.

Vishal Budhia is the largest holder with 202,500,000 Equity Shares, or 86.97% of pre-offer equity. Ritu Budhia holds 300 Equity Shares, which the prospectus describes as negligible. The three promoter trusts hold 18,660,425 Equity Shares, or 8.01%, comprising VSB Business Trust’s 3.44%, Budhia Business Trust’s 2.74% and VB Business Trust’s 1.83%.

The structure combines Vishal Budhia’s 86.97% direct holding with 8.01% held by three promoter trusts. This ownership distribution would persist if the disclosed holdings remain unchanged. The company also states that there has been no effective change in its management and control in the five years immediately preceding the Red Herring Prospectus date.

What do the three trusts contribute to Vishal Budhia’s promoter ownership?

The three trusts account for 8.01% of pre-offer equity and state succession planning, intergenerational transfer and asset administration among their purposes. VSB Business Trust, Budhia Business Trust and VB Business Trust were each settled as private irrevocable trusts under the Indian Trusts Act, 1882, through deeds dated August 8, 2023.

Each trust lists three purposes: meeting the financial or non-financial needs of existing beneficiaries; creating a seamless and effective succession-planning mechanism for intergenerational transfer of trust corpus and income; and consolidating assets for efficient administration and management. The disclosed beneficiary support includes health, education, maintenance, capital support, insurance premiums and marriage-related needs.

VSB Business Trust is the largest of the three, holding 8,010,425 Equity Shares or 3.44% of pre-offer equity. Sanwarprasad Ramkumar Budhia is its settlor, while Vishal Budhia and Ritu Budhia are trustees. Its named beneficiaries are Vishal Budhia, Ritu Budhia, Khushi Budhia and Zheel Budhia; the lineal descendants of Khushi Budhia and Zheel Budhia are contingent beneficiaries.

Budhia Business Trust holds 6,387,000 Equity Shares or 2.74%, while VB Business Trust holds 4,263,000 Equity Shares or 1.83%, a difference of 0.91 percentage points. Vishal Budhia is the settlor and a trustee of both trusts, and Ritu Budhia is also a trustee. Both trusts name Ritu Budhia, Khushi Budhia and Zheel Budhia as beneficiaries, although the VB Business Trust disclosure spells the third beneficiary’s name as Zeheel Budhia.

Who administers Vishal Budhia’s promoter trusts and who can benefit?

Vishal Budhia and Ritu Budhia are trustees of all three promoter trusts, while the beneficiary lists include members of the Budhia family identified in the respective deeds. The prospectus states that no change in control has occurred in VSB Business Trust, Budhia Business Trust or VB Business Trust since each trust was established on August 8, 2023.

The disclosed settlor differs across the arrangements. Sanwarprasad Ramkumar Budhia settled VSB Business Trust, which holds 3.44% of pre-offer equity, while Vishal Budhia settled Budhia Business Trust and VB Business Trust, which together hold 4.57%. The trust deeds identify lineal descendants of Khushi Budhia and Zheel Budhia, or Zeheel Budhia in the VB disclosure, as contingent beneficiaries.

The trust holdings do not replace Vishal Budhia’s direct stake of 202,500,000 Equity Shares. That direct stake represents 86.97% of pre-offer capital, compared with 18,660,425 Equity Shares across the three trusts. The prospectus identifies the beneficiaries and contingent beneficiaries but does not report a change in trust control or an effective change in the company’s management and control during the preceding five years.

Are Vishal Budhia’s shares currently pledged?

The prospectus states that none of the Equity Shares held by the promoters would be pledged or subject to non-deposit obligations with any credit or other encumbrance as of the Red Herring Prospectus date. It also discloses earlier financing-related pledges by Vishal Budhia of 176,947,810 Equity Shares, representing 76.00% of the company’s total paid-up Equity Share Capital.

Of the previously pledged Equity Shares, 118,741,293 shares, equal to 51.00% of total paid-up equity, were pledged in favour of Catalyst Trusteeship Limited as debenture trustee for non-convertible debentures issued by the company. A further 58,206,517 shares, equal to 25.00%, were pledged in favour of Axis Trustee Services Limited as debenture trustee in relation to further non-convertible debentures.

Catalyst confirmed release of its respective portion by email dated August 20, 2026, and Axis Trustee confirmed release of its respective portion by letter dated August 25, 2026. The prospectus states that Catalyst’s portion would need to be repledged if the company cannot repay the entire debt identified as ersties Certified, formerly known as BP E/ Cred, within the agreed timeline. It separately states that the Axis Trustee portion would need to be repledged if the company does not repay the entire debt within its agreed timeline.

Conclusion

Vishal Budhia’s promoters have near-total pre-offer ownership at 99.49%, led by Vishal Budhia’s direct 86.97% stake and supplemented by the three trusts’ combined 8.01% holding. The August 2023 trust deeds disclose beneficiary support, succession planning, intergenerational transfer of trust corpus and income, and asset consolidation as their stated purposes.

The disclosed point to watch is whether the repayment conditions linked to the August 20, 2026 and August 25, 2026 releases are met within the relevant agreed timelines. The prospectus says repledging may be required if the relevant debt is not repaid, despite stating that no promoter-held Equity Shares would be pledged as of the Red Herring Prospectus date.