K Sons Family Trust controls 97% of Kanohar before offer

K Sons Family Trust held 72,203,991 equity shares, or 97.00% of Kanohar Electronics Limited’s pre-offer capital, while 34 of its 43 public shareholders were untraceable. Their 208,000 shares, including 156,000 bonus shares issued in September 2025, were credited to a demat suspense account rather than their individual accounts.

How concentrated is Kanohar ownership before the offer?

Kanohar’s promoter group held 74,231,991 of its 74,440,000 equity shares, or 99.72%, as of the Draft Red Herring Prospectus date. The shareholding pattern lists two promoter and promoter-group holders, 43 public holders and 45 equity shareholders in total. It reports no holdings by non-promoters in the non-public category, employee trusts or depositary receipts.

K Sons Family Trust was the largest holder with 72,203,991 shares of face value Rs 2 each, representing 97.00% of pre-offer equity capital. Kanhai International Private Limited, a promoter-group entity, held 2,028,000 shares, or 2.72%. The two disclosed holdings total 74,231,991 shares and account for the stated 99.72% promoter-group position.

Kanohar’s voting-rights disclosure follows the same distribution: 74,231,991 promoter-group voting rights and 208,009 public voting rights. The company reported no outstanding warrants, options, rights or other convertible instruments as of the Draft Red Herring Prospectus date. The post-offer percentages remain subject to finalisation of the basis of allotment, so the pre-offer concentration is the relevant disclosed position.

Why are 34 public shareholders’ Kanohar shares in suspense?

Kanohar placed 208,000 shares belonging to 34 untraceable public shareholders in a demat suspense account because it could not establish contact with them. A demat account is an electronic account for holding securities. The company stated that the shares could not be credited to the relevant shareholders’ demat accounts for that reason.

The 34 holders account for 79.07% of Kanohar’s 43 public shareholders, calculated from the disclosed shareholder counts. Their 208,000 shares represent all but nine shares of the 208,009 shares in the public category. The shareholding-pattern note identifies the account as “Kanoah Electricals Limited – Unclaimed Security Suspense Escrow Account”, while an earlier note calls it “Kanohar Electronics Limited – Unclaimed Security Suspense Account”.

The 208,000-share balance includes 156,000 equity shares issued to the 34 holders in a September 19, 2025 bonus issue, plus their previously held shares. That bonus issue allotted three equity shares for every one equity share held. On that basis, 156,000 bonus shares arose from 52,000 existing shares, producing 208,000 shares after the allotment.

How did K Sons Family Trust build its Kanohar holding?

K Sons Family Trust built its holding through family gifts in 2017, a 2025 share subdivision, a 2025 bonus issue and further gifts in December 2025. On August 4, 2017, six holders gifted a combined 3,609,500 equity shares of face value Rs 10 each to the trust. The transferred block was the base for the trust’s later disclosed holding.

The August 4, 2017 gifts comprised 1,435,960 shares from Dinesh Singhal, 926,831 from Adesh Singhal, 473,893 from Brijesh Singhal, 249,940 from Deepa Singhal, 264,734 from Shashi Singhal and 258,142 from Saroj Singhal. The filing records the consideration for each transaction as a gift. It does not report a cash transfer price for these transactions.

Kanohar subdivided each Rs 10 equity share into five Rs 2 equity shares pursuant to board and shareholder resolutions dated August 14, 2025 and August 27, 2025. The trust’s 3,609,500 shares consequently became 18,047,500 shares. The September 19, 2025 bonus issue then added 54,142,500 shares to the trust, and seven December 2025 gifts added 13,991 shares, yielding the disclosed 72,203,991-share holding.

The percentage ownership was largely unchanged before the 2025 capital actions. One year and two years before the Draft Red Herring Prospectus date, K Sons Family Trust held 3,609,500 Rs 10 shares, or 96.98%, and Kanhai International Private Limited held 100,400 Rs 10 shares, or 2.72%. The split and bonus issue increased the number of shares but did not by themselves alter each holder’s relative stake.

What record issues does Kanohar disclose in its capital history?

Kanohar disclosed that transfer prices and consideration details for certain secondary equity transfers are unavailable because backup documents, including Form 7B filings and executed transfer deeds, are not traceable. Form 7B was a transfer instrument used for share transfers. The company relied on undertakings dated January 23, 2026 from relevant individual promoters and promoter-group members for those transactions.

The stated support also includes a board filing dated January 23, 2026 taking the undertakings on record and a certificate dated January 23, 2026 from DGP & Partners LLP, practising company secretaries. Kanohar separately disclosed incomplete secretarial records for certain historical allotments, forfeitures and the earlier subdivision of Rs 100 shares into Rs 10 shares. DGP & Partners LLP conducted an inspection that included a physical search of Registrar of Companies records and issued a search report dated September 9, 2025.

Kanohar said it informed the Registrar of Companies about missing forms through a January 23, 2026 letter. The filing says the company cannot assure that no legal proceedings or regulatory actions will arise from untraceable records, errors, delayed filings or past non-compliance. These disclosures do not alter the recorded 74,440,000 pre-offer shares, but they qualify the documentation available for parts of the capital history.

What lock-in and capital rules apply around the offer?

K Sons Family Trust will be subject to lock-in requirements under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, or SEBI ICDR Regulations. Under Regulation 14, 20% of the fully diluted post-offer equity capital held by the promoter trust is intended to constitute minimum promoter contribution. Under Regulation 16, that contribution is to be locked in for 18 months from allotment.

K Sons Family Trust’s holding above 20% of fully diluted post-offer capital is to be locked in for six months from allotment, except shares successfully transferred as part of the offer for sale. Kanohar stated that none of the trust’s shares were pledged as of the Draft Red Herring Prospectus date. It also reported that promoters, promoter-group members, directors and their relatives had not purchased or sold Kanohar securities, other than through gifts, during the preceding six months.

Kanohar said it did not intend, propose or negotiate a capital-structure alteration for six months from the bid or offer opening date, apart from allotment under the fresh issue. The stated restriction covers further equity issues, convertible securities, bonus shares, rights issues, subdivisions and consolidations. The company also reported no employee stock option plan, employee stock purchase scheme or stock appreciation scheme.

Conclusion

K Sons Family Trust’s 97.00% holding gives one promoter trust control over nearly all of Kanohar’s pre-offer equity capital, while the wider promoter group holds 99.72%. The 0.28% public category is also unusually concentrated in untraceable holdings: 34 shareholders account for 208,000 of its 208,009 shares and remain represented through a suspense-account arrangement.

The next disclosures to watch are the final post-offer shareholding and the status of the 208,000 shares in the suspense account. Kanohar has stated that it does not plan a further capital-structure change for six months from the offer opening date, while the promoter contribution and excess promoter holding will be governed by the disclosed 18-month and six-month lock-in periods.