HD Fire’s related directors held 73.24% and received Rs 16.012 crore

HD Fire disclosed that Chairman and Managing Director Harish Narshi Dharamshi, daughter Parika Miheer Ghotikar and son-in-law Miheer Sadanand Ghotikar held 73.24% of its pre-offer diluted equity capital. The three directors received combined Fiscal 2026 remuneration, including perquisites, of Rs 16.012 crore.

How concentrated is HD Fire ownership among the three related directors?

HD Fire’s three related directors held 128,337,000 equity shares, representing 73.24% of pre-offer paid-up share capital on a fully diluted basis. Harish Narshi Dharamshi held 98,351,000 shares, or 56.13%; Miheer Sadanand Ghotikar held 18,392,000 shares, or 10.49%; and Parika Miheer Ghotikar held 11,594,000 shares, or 6.62%.

Harish Narshi Dharamshi’s 56.13% holding alone was more than half of HD Fire’s pre-offer diluted share capital. Adding the 10.49% held by Miheer Sadanand Ghotikar and the 6.62% held by Parika Miheer Ghotikar produces the 73.24% total. HD Fire said post-offer shareholding percentages would be determined at the prospectus stage, so the disclosure does not establish the group’s ownership after the offer.

The three-person group forms part of a four-director executive shareholding base. Whole-Time Director Anik Narendra Dharamshi held 7,458,000 shares, or 4.26%, taking the four whole-time directors’ aggregate pre-offer holding to 77.50%. HD Fire stated that no director other than these four held equity shares as of the Red Herring Prospectus date.

Who are the related directors and what roles do they hold?

HD Fire identifies Harish Narshi Dharamshi as Parika Miheer Ghotikar’s father, Miheer Sadanand Ghotikar as her spouse, and Miheer Sadanand Ghotikar as Harish Narshi Dharamshi’s son-in-law. These stated family relationships link the holders of 73.24% of HD Fire’s pre-offer capital and three executive offices.

Harish Narshi Dharamshi, aged 72, has been a director since May 17, 1999 and was reappointed as chairman and managing director for five years from October 1, 2025. His profile says he established M/s H.D. Fire Protect Company as a partnership firm on April 27, 1990, which HD Fire acquired on April 1, 2005, and records more than 36 years of fire-protection industry experience.

Miheer Sadanand Ghotikar, aged 44, has been a director since January 1, 2010, while Parika Miheer Ghotikar, aged 43, has held directorship since September 2, 2021. Both started five-year whole-time director terms on June 19, 2025, ending June 18, 2030, and are liable to retire by rotation. Their profiles report more than 16 years of experience each in their respective operational, manufacturing, finance, treasury, administration and technology-related responsibilities.

What did HD Fire pay the three related executive directors in Fiscal 2026?

HD Fire paid the three related executive directors Rs 16.012 crore in Fiscal 2026 remuneration including perquisites. Harish Narshi Dharamshi received Rs 8.004 crore as chairman and managing director, while Miheer Sadanand Ghotikar and Parika Miheer Ghotikar each received Rs 4.004 crore as whole-time directors.

The related group’s Rs 16.012 crore represented 80.00% of Rs 20.016 crore paid to all four whole-time directors in Fiscal 2026. Anik Narendra Dharamshi received the remaining Rs 4.004 crore. This comparison is limited to the four-director whole-time director category and does not measure remuneration for the eight-member board.

HD Fire separately reported employer-employee life-insurance premiums as non-salary benefits. In Fiscal 2026, it paid Rs 7.50 lakh for Miheer Sadanand Ghotikar and Rs 57.50 lakh for Parika Miheer Ghotikar, while the reported premium for Harish Narshi Dharamshi was nil. In Fiscal 2025, the corresponding amounts were Rs 7.60 lakh, Rs 58.10 lakh and Rs 39.10 lakh, respectively.

How do HD Fire’s executive pay terms change from April 2026?

HD Fire’s revised terms effective April 1, 2026 set fixed monthly salary at Rs 62.50 lakh for Harish Narshi Dharamshi and Rs 31.30 lakh each for Miheer Sadanand Ghotikar and Parika Miheer Ghotikar. The disclosed annual fixed amounts are Rs 7.50 crore and Rs 3.75 crore each, excluding variable pay, perquisites, allowances and other benefits.

HD Fire’s board approved the terms on July 20, 2026 and shareholders approved them on July 31, 2026. From Fiscal 2027 onwards, variable pay may be up to 40% of yearly fixed remuneration. At the stated fixed amounts, the maximum variable component would be Rs 3 crore for Harish Narshi Dharamshi and Rs 1.50 crore for each of the other two directors, if awarded at the disclosed ceiling.

The terms also provide medical reimbursement of up to one month’s salary and leave travel allowance not exceeding one month’s basic salary each financial year. They additionally include personal accident insurance, provident fund, gratuity, family pension, company car and driver under HD Fire’s motor-vehicle policy, reimbursement of fees for up to two clubs, and hospitalization and group-term insurance. These benefits help explain why Fiscal 2026 remuneration including perquisites is not directly comparable with the later fixed-salary terms.

What board structure oversees HD Fire’s executive leadership?

HD Fire had eight directors as of the Red Herring Prospectus date, including four independent directors and one woman independent director. Navin Muthu Ram, Sudha Ravi, Nagesh Dinkar Pinge and Ramesh Chandak were appointed as independent directors on June 19, 2025. HD Fire stated that its board composition and committee constitution complied with the Companies Act, 2013 and the Securities and Exchange Board of India Listing Regulations.

Independent-director sitting fees and commission in Fiscal 2026 ranged from Rs 19.90 lakh for Ramesh Chandak and Navin Muthu Ram to Rs 22.40 lakh for Nagesh Dinkar Pinge. Sudha Ravi received Rs 21.90 lakh. A board resolution dated May 31, 2025 set sitting fees of Rs 5 lakh per meeting for board and specified committee meetings, subject to limits under the Companies Act, 2013.

HD Fire constituted its audit committee on June 19, 2025 with Sudha Ravi as chairperson, Nagesh Dinkar Pinge as member and Parika Miheer Ghotikar as member. Its stated functions include oversight of financial reporting, review of internal financial controls and risk-management systems, and approval or modification of related-party transactions where prescribed. A related-party transaction is defined by reference to applicable provisions of the Listing Regulations, accounting standards or the Companies Act, 2013.

Conclusion

HD Fire’s disclosures show a related three-person group combining 73.24% of pre-offer diluted equity ownership with senior executive positions and Rs 16.012 crore of Fiscal 2026 remuneration including perquisites. The wider whole-time director group held 77.50% of pre-offer capital, while four independent directors served on an eight-member board.

The next points to watch are the prospectus-stage post-offer ownership percentages, which HD Fire said would be determined later, and the revised pay terms effective April 1, 2026. Variable-pay eligibility begins in Fiscal 2027 at up to 40% of annual fixed remuneration, but HD Fire did not state that the maximum amount would be paid.