Core4 promoters hold 82.09% before IPO after bonus issue

Core4’s four promoters held 1,21,40,000 equity shares, or 82.09% of its pre-issue paid-up capital, after outside preferential allotments and promoter share transfers. A December 29, 2025 bonus issue added 1,18,31,076 shares in a 4-for-1 ratio, taking paid-up equity to 1,47,88,845 shares while preserving each holder’s proportion.

How concentrated is Core4 ownership before the IPO?

Core4 ownership is concentrated because four promoters hold 82.09% of the 1,47,88,845 equity shares outstanding before the issue. Public non-promoters hold the remaining 26,48,845 shares, or 17.91%. Core4 reported 43 equity shareholders in its capital-structure disclosure, while its shareholding-pattern table lists four promoter and promoter-group holders and 40 public non-promoter holders.

Agrahara Chamaraje Gowda Abhinandan holds 73,90,000 shares, equal to 49.97% of pre-issue equity. Hosahalli Appigowda Savitha holds 44,00,000 shares, or 29.75%; Mahadevappa Tejus holds 2,10,000 shares, or 1.42%; and Anala holds 1,40,000 shares, or 0.95%. The two largest promoters together hold 79.72% of Core4’s pre-issue equity, while the other two account for 2.37%.

How did Core4 reach 1,47,88,845 outstanding shares?

Core4 reached 1,47,88,845 outstanding shares through incorporation, a rights issue, five preferential issues and the December 2025 bonus issue. The company began with 5,00,000 shares on February 3, 2022. A December 6, 2022 rights issue allotted 23,00,000 shares, taking cumulative equity to 28,00,000 shares.

The December 2022 rights issue offered 25,00,000 shares, but 2,00,000 shares remained unsubscribed and lapsed. Agrahara Chamaraje Gowda Abhinandan subscribed to 15,20,000 shares after renouncing 2,80,000 shares in favour of Hosahalli Appigowda Savitha, who subscribed to 7,80,000 shares including the renounced entitlement. The consideration was the outstanding credit balance in the individual partners’ fixed or current capital accounts.

From October 25, 2024 to January 7, 2025, Core4 allotted 1,57,769 shares through five preferential issues to persons other than promoters and the promoter group, at Rs 536 a share. These allotments increased cumulative shares from 28,00,000 to 29,57,769. The largest preferential allotment was 1,04,503 shares on October 30, 2024, while the other four issues totalled 53,266 shares.

What did the 4-for-1 bonus issue change at Core4?

Core4’s 4-for-1 bonus issue increased the number of shares fivefold without changing the relative ownership percentage of any holder. On December 29, 2025, Core4 allotted 1,18,31,076 bonus shares, or four new equity shares for every one share held. Outstanding equity consequently increased from 29,57,769 to 1,47,88,845 shares, each with a face value of Rs 10.

Core4 said its board approved the bonus issue on December 19, 2025 and shareholders approved it on December 29, 2025. The company capitalised reserves and surplus of Rs 1.831 crore for the issue. It stated that the bonus issue was not undertaken from formation, liquidation or purchase of capital, and that its benefit was expansion of Core4’s capital base rather than cash proceeds.

The four promoters received 97,12,000 of the 1,18,31,076 bonus shares, equal to 82.09% of the bonus allotment. Agrahara Chamaraje Gowda Abhinandan received 59,12,000 shares, Hosahalli Appigowda Savitha received 35,20,000, Mahadevappa Tejus received 1,68,000 and Anala received 1,12,000. Public non-promoters received the remaining 21,19,076 bonus shares.

How did promoter share transfers affect Core4 ownership?

Core4’s disclosed transfers changed individual promoter positions and included a transfer outside the four-promoter group. On April 30, 2023, Agrahara Chamaraje Gowda Abhinandan transferred 42,000 shares to Mahadevappa Tejus for cash at Rs 10 a share. On February 28, 2024, he gifted 4,00,000 shares to Anala for nil consideration, which did not reduce the four promoters’ combined shareholding.

The transfer that reduced the four promoters’ aggregate holding occurred on July 15, 2024, when Anala transferred 3,72,000 shares to Samir Arvind Thakker for cash at Rs 53.76 a share. Anala retained 28,000 shares before the bonus issue and received 1,12,000 bonus shares, resulting in the disclosed holding of 1,40,000 shares. The four promoters held 24,28,000 shares before the bonus issue, which became 1,21,40,000 shares after the fivefold increase.

The sale to Samir Arvind Thakker and the 1,57,769 preferential shares allotted to non-promoters explain why the four promoters do not hold all pre-issue equity. The bonus issue did not reverse that dilution because bonus shares were distributed proportionately. Core4 also stated that none of the promoters’ equity shares were pledged as of the red herring prospectus date.

What changes after the Core4 IPO?

Core4 promoter ownership would decline as a percentage after a fully subscribed issue because the promoters’ 1,21,40,000 shares would be measured against up to 2,06,83,245 post-issue shares. Using those disclosed share counts, the promoters would hold about 58.69% of post-issue equity. This calculation reflects the proposed issue of up to 58,94,400 new shares rather than a disclosed promoter sale.

Core4 has one class of fully paid-up Rs 10 equity shares and no outstanding convertible instruments as of the red herring prospectus date. Its Core4 ESOS 2025, approved by the board on February 3, 2025 and shareholders on February 27, 2025, permits options of up to 10% of outstanding paid-up equity capital during the scheme’s life. Employee stock option scheme issuance could therefore change the share count if options are granted and exercised.

Conclusion

Core4’s 82.09% pre-issue promoter ownership results from the promoters retaining most of the equity through the December 2022 rights issue, disclosed transfers and the proportional December 2025 bonus issue. The 4-for-1 bonus issue expanded outstanding shares from 29,57,769 to 1,47,88,845, but it did not change the ownership percentages created by earlier transfers and preferential allotments.

The next ownership change to watch is dilution from the proposed issue of up to 58,94,400 shares and the lock-in required under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations. Core4 states that at least 20.00% of post-issue equity held by promoters will be minimum promoter contribution locked in for three years, and that it has no proposal to alter its capital structure within six months of issue opening, except for specified board-approved opportunities including acquisitions, mergers, joint ventures or regulatory compliance.