Zomato, Paytm, Swiggy Show ‘Zero Promoter Holding’ — SEBI Analyst Explains Why It’s Not A Red Flag

The analyst said founders still own stakes and remain involved, even though they’re now classified as public shareholders.

Several newly listed Indian startups, including Zomato, Swiggy, Paytm, Policybazaar, Delhivery, FirstCry, and CarTrade, now show zero promoter holding in their shareholding patterns. 

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While this has sparked curiosity among investors, SEBI-registered research analyst Sumesh Guleria said it doesn’t mean founders have exited these companies.

Founders Still Own Stakes But Are Classified Differently

Guleria said that although founders like Deepinder Goyal (Zomato) and Vijay Shekhar Sharma (Paytm) remain active in their companies and continue to hold stakes, they are no longer categorized as “promoters.” Instead, they are listed as public shareholders.

He explained that this change stems from SEBI’s regulatory relaxations, which have made it easier for startups to go public without identifying their promoters.

What Changed With Startup IPOs

Guleria said that earlier, any company going public had to identify promoters, ensure they held at least 20% of post-IPO capital, and lock that stake for three years. Any stake above that threshold was locked for one year.

When startup IPOs began, SEBI recognized that most were backed by venture capital and private equity investors and run by professional management teams, not by individuals with dominant control. 

To support their listings, SEBI allowed them to go public without naming promoters, reducing the lock-in period for pre-IPO shareholders to six months instead of three years.

He noted that this is why many of these IPO documents include the phrase “professionally managed with no identifiable promoter.”

Why Founders Chose This Route

According to Guleria, most startup founders have “paper wealth,” meaning their net worth lies largely in company shares rather than liquid cash. This often requires them to sell small portions of stock to fund personal expenses, whether for investments or lifestyle needs.

He said that if founders were officially classified as promoters, such share sales could trigger panic among investors, since “promoter selling” is traditionally viewed as a red flag by analysts.

By opting for the professionally managed model, founders can avoid unnecessary market reactions while still maintaining their roles and influence within the company.

Why It’s Not A Concern

Guleria emphasized that this trend is not a cause for concern, noting that many established Indian companies, such as HDFC Bank, ICICI Bank, ITC, and L&T, operate without promoter holdings and have performed exceptionally well.

He added that this structure is also common globally, with major firms like McDonald’s, Uber, and Twitter thriving long after founders stepped back or sold their stakes.

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