Shareholding Structure β€” Board of Directors
Strictly Confidential DOC / EQUITY / 2025 / 001

Holding Structure & Equity Allocation
of Bharat Renewable Agro Industries Network Limited (BRAIN Ltd)

Presented to the Board of Directors for review, deliberation, and approval

Board of Directors
Capital Structure Report
Companies Act, 2013 Β· SEBI ICDR
Proposed / Pending for Approval
Total promoter units
100
Internal promoter count
Promoter group equity
27%
Controlling stake
Equity for Gift & Promotions
3%
Non-Controlling stake
Public offer equity
70%
IPO / HNI / FII / Bank
Issue premium
1000%
Over face value
1
Shareholding Pattern
Shareholder / Description Category Promoter Units Equity Stake (%)
Marjaan Shah Promoter & Director Promoter 25
7.50%
Amey Garad Promoter & Director Promoter 25
7.50%
Dilip Vasvani Promoter & Director Promoter 40
12.00%
Subscriber / Stack to Staff / Working Professional / Target Achiever Non-controlling Β· Gift stock Β· No voting rights Non-Controlling 10
3.00%
Unallocated β€” IPO / HNI / FII / Bank / Others Subject to premium of 1000% over face value Β· Regulatory approval required Public Offer β€”
70.00%
Total 100 100.00%
2
Equity Distribution β€” Visual Analysis

Equity Composition

Equity: Promoters 27%, Non-controlling 3%, Public offer 70%.
100% Total Equity
Promoters (Marjaan, Amey, Dilip)27%
Non-controlling / Gift stock3%
Public Offer (IPO/HNI/FII/Bank)70%

Per-Promoter Equity Stake

Per-promoter equity stakes.

Shareholding Pattern β€” Proportional View

Marjaan Shah
7.5%
Promoter
Amey Garad
7.5%
Promoter
Dilip Vasvani
12%
Promoter
Non-Controlling
3%
Gift
Public Offer
70%
IPO
3
Key Disclosures & Legal Notes
Public Offer at Premium

The remaining 70% equity is unallocated and earmarked for public subscription by IPO investors, High Net-worth Individuals (HNI), Foreign Institutional Investors (FII), Banks, and other eligible categories. All shares under this tranche shall be issued at a premium of 1000% over face value, subject to applicable regulatory approvals and valuation report.

Non-Controlling / Gift Stock

A total of 10 promoter units (3% equity) are earmarked for Subscribers, Stack to Staff participants, Working Professionals, and Target Achievers. These shares are issued as gift / incentive stock and carry no voting rights or controlling interest in the company's affairs.

Regulatory & Legal Compliance

This shareholding pattern and any proposed public offer shall be carried out in strict compliance with the Companies Act, 2013, SEBI (ICDR) Regulations, and all other applicable laws. Issue of shares at premium requires a valuation report from a registered valuer. The Board is requested to note and approve this structure before proceeding to filing.

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