The Company enters IPO with 100% held by seven shareholders

The Company enters its initial public offer (IPO) with all 37,36,164 pre-offer equity shares held by seven promoter and promoter-group shareholders. Four promoters own 34,03,594 shares, or 91.10%, and the other three promoter-group shareholders own the remaining 3,32,570 shares, or 8.90%.

Who owns The Company before the IPO?

The Company has no public shareholders before the IPO because seven promoter and promoter-group shareholders hold 100% of its 37,36,164 outstanding equity shares. The shareholding pattern records no shares in the public, non-promoter non-public, global depository receipt or employee-benefit-trust categories. Each equity share carries one vote, giving the same seven shareholders 100% of voting rights.

The four promoters hold 34,03,594 shares, equal to 91.10% of pre-offer capital. Suresh Mohanlal Gupta holds 20,76,263 shares, or 55.57%; Vaibhav Suresh Gupta holds 9,07,476 shares, or 24.29%; Saurabh Suresh Gupta holds 3,87,380 shares, or 10.37%; and Nisha Vaibhav Gupta holds 32,475 shares, or 0.87%.

How concentrated is The Company’s promoter ownership?

The Company’s ownership is concentrated both at promoter-group level and among its largest individual shareholders. Suresh Mohanlal Gupta alone holds 55.57% of the 37,36,164 pre-offer shares. Suresh Mohanlal Gupta and Vaibhav Suresh Gupta together hold 29,83,739 shares, or 79.86%, while adding Saurabh Suresh Gupta brings the combined holding to 33,71,119 shares, or 90.23%.

The promoter group holds the residual 3,32,570 shares, or 8.90%. Sheetal Saurabh Gupta and Usha Suresh Gupta hold 22,500 shares each, or 0.60% each, while Vasundhara Chem Plast Industries holds 2,87,570 shares, or 7.70%. The three largest promoters and Vasundhara Chem Plast Industries, each holding at least 1%, collectively own 36,58,689 shares, or 97.93%, leaving 77,475 shares, or 2.07%, with the other three holders.

What changed in The Company’s ownership over two years?

The Company’s four shareholders holding at least 1% represented 99.52% of capital two years before the Red Herring Prospectus, compared with 97.93% on the prospectus date and one year before it. The same four holders, Suresh Mohanlal Gupta, Vaibhav Suresh Gupta, Saurabh Suresh Gupta and Vasundhara Chem Plast Industries, saw their combined percentage decline by 1.59 percentage points as the share base increased.

The issued and paid-up share count rose by 1,20,000 shares, from 36,16,164 after the March 31, 2023 rights issue to 37,36,164 after the November 5, 2024 rights issue. The November 2024 allotment included 20,000 shares each for Suresh Mohanlal Gupta, Nisha Vaibhav Gupta, Sheetal Gupta and Usha Gupta, 21,250 shares for Vaibhav Suresh Gupta, and 18,750 shares for Saurabh Suresh Gupta. The issue increased capital without creating a public shareholding category.

The capital history includes a 6,41,200-share loan-to-equity allotment to Vasundhara Chem Plast Industries on April 28, 2017 at Rs 54 per share. Rights issues subsequently allotted 1,80,000 shares at Rs 77 per share on March 30, 2022, 2,57,431 shares at Rs 71.86 per share on March 31, 2023, and 1,20,000 shares at Rs 105 per share on November 5, 2024. The prospectus states that all historical equity issuances were for cash except the April 2017 loan-to-equity allotment.

What limits transfers of The Company shares after the IPO?

The Company reports that none of its promoter shares were pledged on the Red Herring Prospectus date, but the shares will be subject to lock-in requirements following allotment in the IPO. Under the Securities and Exchange Board of India (SEBI) Issue of Capital and Disclosure Requirements (ICDR) Regulations, 2018, promoters have consented to include up to 10,38,312 shares as promoter contribution. That block represents 20.01% of post-offer equity shares under the prospectus disclosure and is to be locked in for three years from allotment.

The balance of promoter holdings is subject to phased lock-ins under the disclosed plan. Up to 11,82,642 shares are to be released after one year and up to 11,82,640 shares after two years, while the 3,32,570 shares held by persons other than the four promoters are to be locked in for one year under Regulation 239 of the SEBI ICDR Regulations. A lock-in restricts transferability for the stated period, subject to the regulations’ provisions on permitted transfers and pledges.

The Company also states that it will make no further capital issue, including a bonus issue, preferential allotment or rights issue, from the draft prospectus date until listing or the unblocking of application money if the offer does not proceed. It does not intend to split or consolidate the Rs 10 face-value equity shares within six months of the offer opening. After listing, the board may issue equity shares or convertible securities for an acquisition, merger, joint venture, regulatory compliance or another purpose it considers appropriate.

Why does The Company’s seven-shareholder base matter?

The Company’s seven-shareholder structure means the IPO begins without an existing public ownership segment. The prospectus records one class of fully paid equity shares with a face value of Rs 10 each, no partly paid shares and no outstanding convertible instruments. The 37,36,164 pre-offer shares therefore represent the disclosed ownership base without warrants, options, debentures or other conversion rights that could create additional shares after the IPO.

The Company has no employee stock option scheme or employee stock purchase scheme and does not intend to allot employee shares through either scheme from the proposed offer. It has not made a public offer, including a rights issue to the public, since incorporation in 2011. The prospectus leaves the post-offer promoter and promoter-group holdings blank, so it does not disclose a final percentage that the seven existing shareholders will hold after the IPO.

Conclusion

The Company’s pre-IPO capital is wholly held by seven promoter and promoter-group shareholders, with four promoters controlling 91.10% and Suresh Mohanlal Gupta alone holding 55.57%. The November 5, 2024 rights issue added 1,20,000 shares, but all six allottees were within the promoter or promoter-group base, preserving the absence of public ownership before the IPO.

The next ownership measure to watch is the shareholding pattern that The Company says it will file under Regulation 31 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, one day before listing. That filing is intended to show final post-offer holdings, while the disclosed three-year, two-year and one-year lock-in schedules will determine when blocks of existing shares may become transferable.