EverestIMS Promoters Held 80.38% Before the IPO Filing

EverestIMS Technologies Limited disclosed that eight promoter-directors held 1,36,99,990 equity shares, or 80.38% of its pre-offer paid-up equity capital, at the Red Herring Prospectus date. The group grew from two initial promoters to eight during 2023, although EverestIMS said there was otherwise no change in control in the preceding three years.

Who held EverestIMS ownership before the offer?

EverestIMS ownership before the offer was concentrated among eight promoters with a combined 80.38% stake. The company named Sudhakar Aruchamy, Satish Kumar Vijayaragavan, Ramesh Pratap Tiwari, Arun Prasath Ramadoss, Deepak Kumar Shenbagarajan, Srikanth Audina, Ganesh Kumar Nagaiah and Deepak Gupta as its promoters.

The eight promoters together held 1,36,99,990 equity shares as of the Red Herring Prospectus date. EverestIMS measured the 80.38% figure against its pre-offer paid-up equity share capital, meaning the disclosure describes ownership before shares are issued under the offer rather than a post-offer ownership position.

All eight promoters held board positions at EverestIMS. Sudhakar Aruchamy was Chairman and Whole Time Director, Satish Kumar Vijayaragavan was Managing Director, and Ramesh Pratap Tiwari, Arun Prasath Ramadoss, Deepak Kumar Shenbagarajan, Srikanth Audina, Ganesh Kumar Nagaiah and Deepak Gupta were Whole Time Directors.

The company separately stated that none of its key managerial personnel and senior management were related to each other as defined under Section 2(77) of the Companies Act, 2013. That disclosure concerns the wider management group and does not change the eight-person promoter classification or the 80.38% promoter holding.

How was EverestIMS promoter ownership divided?

EverestIMS promoter ownership consisted of one 12.92% holding and seven identical 9.64% holdings. Satish Kumar Vijayaragavan held 22,02,000 equity shares, equal to 12.92% of pre-offer equity capital, while each of the other seven promoters held 16,42,570 shares.

The seven equal-stake promoter-directors collectively held 1,14,97,990 equity shares. Their combined disclosed percentage was 67.48%, calculated from seven individual holdings of 9.64%, compared with 12.92% for Satish Kumar Vijayaragavan.

The difference between the two disclosed holding categories was 5,59,430 shares and 3.28 percentage points per promoter. The prospectus therefore identifies seven, rather than six, promoters with identical 9.64% stakes, and it does not show any promoter holding a stake between 9.64% and 12.92%.

The 80.38% total is the sum of the 67.48% held by the seven equal-stake directors and the 12.92% held by Satish Kumar Vijayaragavan. That combined position depends on the holdings continuing to be classified within the promoter group identified in the Red Herring Prospectus.

When did the EverestIMS promoter group expand?

EverestIMS expanded its formally identified promoter group from two people to eight in two steps during 2023. Satish Kumar Vijayaragavan and Srikanth Audina were the initial promoters, according to the company’s change-in-management-and-control disclosure.

Ramesh Pratap Tiwari and Arun Prasath Ramadoss became promoters on March 31, 2023. That event increased the stated promoter group from two to four, adding two Whole Time Directors to the original two-person promoter group.

Sudhakar Aruchamy, Deepak Kumar Shenbagarajan, Ganesh Kumar Nagaiah and Deepak Gupta were subsequently recognised as promoters under a Board of Directors resolution dated June 1, 2023. EverestIMS said the resolution followed a request for recognition of promoters, bringing the formally identified group to eight people.

The group’s size therefore increased fourfold, from two initial promoters to eight by June 1, 2023. EverestIMS nevertheless stated that, except for the matters described in the prospectus, there had been no change in control during the three years immediately preceding the Red Herring Prospectus date.

EverestIMS also said there had been no change in management during the preceding three years except as disclosed in its management chapter. The promoter-recognition chronology should therefore be read as a change in formal promoter identification, not as an undisclosed transfer of control.

What does the EverestIMS promoter group include beyond the eight directors?

EverestIMS distinguishes its eight promoters from a wider promoter group defined under the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements Regulations, known as the SEBI ICDR Regulations. The promoter group includes specified relatives of promoters and qualifying corporate entities or firms, while the 80.38% figure is specifically disclosed for the eight promoters.

Under Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, EverestIMS listed relatives including parents, spouses, siblings, children, and certain relatives of spouses. The company noted that names shown in some promoter-group records may have minor differences across Know Your Customer, or KYC, documents, and stated that certain names were based on Aadhaar-card records.

EverestIMS identified Vedanshi Infotech Pvt Ltd as a promoter-group entity under the category covering a body corporate, other than a subsidiary or associate, in which a promoter, immediate relative, firm or Hindu Undivided Family holds 20% or more of share capital. The company listed no entity in the next regulatory category, covering a body corporate in which such a qualifying body corporate holds 20% or more of equity share capital.

The prospectus also described interests connected with the promoters’ roles. EverestIMS said promoters may be interested in remuneration or reimbursement of expenses for services, may provide personal guarantees for some company loans, and are directors of the subsidiary that holds intellectual property used by EverestIMS.

EverestIMS said its promoters had not given material guarantees to third parties in relation to the company’s equity shares. It also stated that, except for disclosed matters, no amounts or benefits had been paid or granted to promoters or promoter-group members in the two years before the Red Herring Prospectus, and there was no stated intention to provide such amounts or benefits as of that date.

Conclusion

EverestIMS disclosed a pre-offer ownership structure in which eight director-promoters held 80.38% of equity capital. Satish Kumar Vijayaragavan held 12.92%, while seven other promoter-directors each held 9.64%; the formal promoter group expanded from two initial members to eight through the March 31, 2023 and June 1, 2023 recognitions.

The next item to watch is the post-offer shareholding presentation because the supplied disclosure leaves post-offer percentages as placeholders. EverestIMS also disclosed that promoters may provide personal guarantees for some loans and serve as directors of the subsidiary holding intellectual property used by the company, making subsequent capital-structure and related-party disclosures relevant.