Skyways Group promoters hold 79.14% before share sale

Skyways Group’s two promoters held 9.22 crore equity shares, or 79.14% of pre-offer capital, and may sell up to 95.81 lakh shares in the offer for sale. The prospectus reports Yashpal Sharma’s average acquisition cost at Rs 0.0005 per share and Tarun Sharma’s at nil, following gifts and bonus issues.

Who owns Skyways Group before the share sale?

Skyways Group is controlled before the offer by Yashpal Sharma and Tarun Sharma, who together hold 79.14% of its 11.64 crore issued, subscribed and paid-up equity shares. Yashpal Sharma owns 5.41 crore shares, or 46.49%, while Tarun Sharma owns 3.80 crore shares, or 32.65%. The company has one class of fully paid equity shares with a face value of Rs 10 each and no outstanding convertible instruments.

Skyways Group’s public shareholders hold 2.43 crore shares, or 20.86%, across 469 holders, while the promoter category contains the two promoters. The prospectus says no member of the promoter group separately holds shares. Since each equity share carries one vote, the 79.14% holding also represents the promoters’ voting rights before the offer.

The four selling shareholders together own 10.08 crore shares, representing 86.60% of pre-offer capital. Their combined stake exceeds the public category’s 20.86% by 65.74 percentage points. The prospectus lists 471 shareholders in total as of its filing date, which places the controlling shareholding with two individuals rather than a dispersed shareholder base.

How many Skyways Group shares are being sold?

Skyways Group’s offer for sale consists of up to 1.33 crore shares, including up to 95.81 lakh shares from the two promoters. Yashpal Sharma may sell up to 71.21 lakh shares and Tarun Sharma may sell up to 24.60 lakh shares. The two promoter sales equal about 10.40% of their combined 9.22 crore pre-offer shares.

The other 37.53 lakh offered shares come from directors Himanshu Chhabra and Rohit Sehgal. Himanshu Chhabra may sell up to 18.66 lakh shares, while Rohit Sehgal may sell up to 18.87 lakh shares. Their pre-offer holdings are 40.18 lakh shares and 46.65 lakh shares, respectively, or 3.45% and 4.01% of capital.

The offer for sale does not raise money for Skyways Group. The prospectus states that proceeds from those shares will go to the respective selling shareholders, net of their offer-related expenses and relevant taxes. Separately, the fresh issue is up to 2.89 crore shares, reduced from 3.29 crore shares after a pre-IPO placement of 40.19 lakh shares on August 6, 2025.

What did Skyways Group’s promoters pay for their shares?

Skyways Group reports an average acquisition cost of Rs 0.0005 per equity share for Yashpal Sharma’s 5.41 crore shares and nil for Tarun Sharma’s 3.80 crore shares. The prospectus defines average cost as the average of amounts paid to acquire equity shares issued by the company. It is not an offer price, which remained undisclosed in the Red Herring Prospectus.

Yashpal Sharma’s recorded acquisition trail includes 261 shares bought at Rs 100 each on March 25, 1997, followed by 1,500 shares received at nil consideration through a March 15, 2005 gift deed. He also received 800 shares in January 2018 and 3,100 shares in April 2019 through gift deeds at nil transfer prices. Subsequent bonus issues increased the number of shares without a cash issue price.

Tarun Sharma’s holdings also include nil-price gifts. He received 1,539 shares through gift deeds on March 15, 2005, comprising 139 shares from Sudershan Lal Sharma and 1,400 shares from Vinod Sharma. Further gifts comprised 800 shares in January 2018 and 2,000 shares in April 2019, both at nil consideration.

The prospectus separately gives a weighted average cost of acquisition of Rs 120 per share for shares transacted during the last year, and Rs 102.65 per share for shares transacted during the last 18 months and three years. These figures cover recent transactions, unlike the promoter average-cost disclosures, which cover the promoters’ complete holdings and include earlier gifts and bonus shares.

How did bonus issues expand the promoter holdings?

Skyways Group’s bonus issues expanded the promoters’ holdings through allocations from reserves and surplus. A bonus issue distributes additional shares to existing shareholders without a cash issue price. The company made bonus issues on July 13, 2019, July 18, 2022, May 30, 2024 and January 1, 2025.

Yashpal Sharma received 1.13 lakh shares in the 20-for-one July 2019 bonus issue and 4.25 lakh shares in the 25-for-seven July 2022 bonus issue. After the June 26, 2023 subdivision of each Rs 100 share into 10 shares of Rs 10 each, he received 2.17 crore shares in the May 2024 four-for-one bonus issue and 2.72 crore shares in the January 2025 one-for-one bonus issue.

Tarun Sharma received 86,780 shares in the July 2019 bonus issue and 3.25 lakh shares in the July 2022 issue. He later received 1.67 crore shares in May 2024 and 1.90 crore shares in January 2025. These transactions increased share counts while preserving each holder’s proportional entitlement at the date of each bonus issue.

The June 2023 share subdivision changed the company’s equity denomination but did not itself alter ownership percentages. Yashpal Sharma’s holding changed from 5.43 lakh shares of Rs 100 face value to 54.35 lakh shares of Rs 10 face value. Tarun Sharma’s holding similarly changed from 4.17 lakh shares to 41.65 lakh shares under the 10-for-one subdivision.

What other share issuances and transfers matter?

Skyways Group issued sweat equity, meaning shares issued for know-how, services or value addition rather than cash, to professional directors in 2021 and 2023. On December 1, 2021, Himanshu Chhabra and Rohit Sehgal each received 4,375 sweat equity shares of Rs 100 face value. The stated services covered legal and compliance functions for Himanshu Chhabra, and international subsidiaries and business for Rohit Sehgal.

Further sweat equity was issued on January 2, 2023 and March 31, 2023. Himanshu Chhabra and Rohit Sehgal received 200 shares each in January 2023 and 16,374 shares each in March 2023. A registered valuer assessed the 2021 value addition at Rs 2.68 crore, with a stated fair market value of Rs 3,065 per share, and the 2022 assessment at Rs 3.19 crore, with a stated fair market value of Rs 730 per share.

Skyways Group also completed three private placements during 2025, all to persons or entities outside the promoter group. It allotted 72.92 lakh shares at Rs 94 each to 48 allottees on January 30, 2025, 7.69 lakh shares at Rs 94 each to five entities on March 30, 2025, and 40.19 lakh shares at Rs 120 each to 42 allottees on August 6, 2025. The August placement raised Rs 48.23 crore and is identified as the pre-IPO placement.

Tarun Sharma transferred 17.18 lakh shares at nil consideration through gift deeds on November 18, 2024. Himanshu Chhabra and Rohit Sehgal each received 7.79 lakh shares, while Rajiv Gul Hariramani received 2.60 lakh shares. This transfer helps explain the later holdings of the two directors who are also selling shareholders.

Conclusion

Skyways Group’s 79.14% promoter ownership was built through a combination of early cash purchases, nil-consideration gift deeds, four bonus issues and the 2023 share subdivision. The two promoters are offering up to 95.81 lakh shares, but their disclosed average acquisition costs differ from the Rs 120 and Rs 102.65 weighted averages reported for more recent market transactions.

The next ownership calculation depends on the final allotment and post-offer shareholding data, which were blank in the Red Herring Prospectus. Skyways Group states that it does not presently intend to alter its capital structure for six months from the offer opening date, although acquisitions, joint ventures or other arrangements could lead it to consider additional capital subject to approvals.