Kochouseph Thomas Chittilappilly’s trust holds 24.74% stake

Kochouseph Thomas Chittilappilly and K. Chittilappilly Trust held 92.00% of the company’s pre-issue equity share capital as of the red herring prospectus date. Chittilappilly held 67.25% directly, while the irrevocable private trust held 83,50,000 equity shares, or 24.74%, for charitable entities and similar institutions.

How much of the company do Chittilappilly and the trust hold before the issue?

Chittilappilly and K. Chittilappilly Trust together held 3,10,48,500 equity shares, equal to 92.00% of the company’s issued, subscribed and paid-up equity share capital before the issue. The prospectus identifies Chittilappilly and the trust as the company’s only promoters, making this a concentrated pre-issue promoter holding.

Chittilappilly’s direct holding was 42.51 percentage points larger than K. Chittilappilly Trust’s 24.74% holding. The prospectus distinguishes the two ownership routes: Chittilappilly holds shares personally, while the trust is a separate non-individual promoter established by Chittilappilly.

Chittilappilly was aged 75 years on the prospectus date and served as the company’s whole-time director and vice chairman. The prospectus also records his 2,26,98,500 shares in the key managerial personnel and senior-management shareholding disclosure, whereas the trust’s 83,50,000 shares are reported in the promoter table.

What is K. Chittilappilly Trust and who manages it?

K. Chittilappilly Trust is an irrevocable private trust set up by Chittilappilly, who is its settlor and managing trustee. Its primary office is in Kakkanad, Ernakulam, Kerala, and its 24.74% shareholding makes it the second-largest of the two disclosed promoters.

The prospectus names six other trustees alongside Chittilappilly: Sheela Grace Kochoupeph, Arun K. Chittillapilly, Mithun Kochouseph Chittillappilly, Jayaraj Balakrishnan, Vinod S M and Jayasree Kamala. The disclosed trustee structure places Chittilappilly in both the settlor and managing-trustee roles, while the trust remains the registered holder of 83,50,000 equity shares.

K. Chittilappilly Trust had no change in control during the three years immediately preceding the red herring prospectus, according to the prospectus. The company separately reported no change in its own control during the preceding five years, and continued to identify Chittilappilly and the trust as its only promoters.

Who can benefit from the trust’s 24.74% holding?

K. Chittilappilly Trust is an indeterminate trust for charitable entities registered under the relevant provisions of the Income Tax Act, 1961. K Chittilappilly Foundation, a company licensed under Section 25 of the Companies Act, 1956, is named as an example beneficiary, alongside other similar institutions.

The prospectus does not state a fixed allocation of the trust’s income, shares or distributions among K Chittilappilly Foundation and other eligible charitable institutions. That absence of a specified allocation is material because the trust’s 24.74% holding is a promoter stake, but the document does not quantify any beneficiary’s economic entitlement to dividends or other trust resources.

The trust deed describes charity and philanthropy as its founding principles. Its stated areas include relief for poor people, promotion of commerce, enterprise and employment, art, science, sports, education, research, social welfare, environmental protection, preservation of monuments and objects of historic or artistic interest, and general public utility.

The stated mechanism is to establish a sustainable framework that provides dedicated and regular financial support and aid to deserving beneficiaries. The prospectus does not report a dividend amount, trust distribution history or required level of charitable funding connected with the 83,50,000 shares held by K. Chittilappilly Trust.

What conditions apply to the trust after listing?

K. Chittilappilly Trust has undertaken that, after listing and where applicable, its constitutional documents and functioning will conform with conditions in Chapter 8 of the Securities and Exchange Board of India, or SEBI, Master Circular dated February 16, 2023. The undertaking relates to the Master Circular for Takeover Regulations and is expressly framed as a post-listing commitment.

The undertaking does not establish that the trust’s 24.74% holding will remain unchanged after the issue. The supplied prospectus disclosure gives the pre-issue 92.00% promoter holding but does not provide a post-issue ownership percentage; that percentage depends on the increase in total equity share capital resulting from the issue.

The company states that the permanent account number and bank account number of K. Chittilappilly Trust will be submitted to stock exchanges at the time of filing the red herring prospectus. It also states that its promoters and promoter-group members complied, to the extent applicable, with the Companies (Significant Beneficial Ownership) Rules, 2018, as amended, as of the prospectus date.

How does the trust’s charitable purpose connect with disclosed group entities?

K Chittilappilly Foundation is both an example charitable beneficiary of K. Chittilappilly Trust and a promoter-group entity involved in a disclosed 2025 transaction with the company. On September 29, 2025, the company acquired K Chittilappilly Tower, including land, a commercial building, plant, machinery and office equipment, from the foundation for Rs 18 crore.

The company said it had occupied three of the building’s seven floors as a lessee and acquired the property to secure its registered office, provide for forecast additional office-space requirements and avoid lease non-renewal, rent escalation, relocation costs and business disruption. An independent valuer’s August 25, 2025 report assessed the property’s market value at Rs 18.10 crore, compared with the Rs 18 crore consideration.

The board approved the transaction on August 27, 2025, and members approved it through an ordinary resolution on September 22, 2025. Chittilappilly did not participate in the discussion, abstained from voting and was not counted for quorum because of his stated interest as a director and member.

Conclusion

The disclosed structure combines Chittilappilly’s 67.25% direct holding with K. Chittilappilly Trust’s 24.74% holding, producing 92.00% promoter ownership before the issue. The trust is an irrevocable private trust whose stated charitable purposes and eligible beneficiary class differ from a personal shareholding, although Chittilappilly is both its settlor and managing trustee.

The next point to watch is the trust’s post-listing conformity with the applicable SEBI takeover-regulation conditions it has undertaken to follow. The prospectus does not disclose post-issue promoter ownership, a fixed allocation among beneficiaries, or dividend and distribution amounts, leaving those matters for later disclosures and the issue’s resulting dilution.