Sahajanand Medical Technologies discloses $300,000 annual contracts

Sahajanand Medical Technologies disclosed annual contracts worth $100,000 with firms led by its chairperson and a promoter-director. SMT also disclosed that chairman emeritus Dhirajlal Vallabhbhai Kotadia is entitled to Rs 20.4 lakh of the company’s Rs 34.1 lakh monthly registered-office rent from April 1, 2026.

What are SMT’s $100,000 annual director-linked contracts?

SMT’s $100,000 annual director-linked contracts consist of a $100,000 medical-technology consultancy agreement with Akilia Partners SL and a $100,000 legal-services agreement with PDC Law LLC. The agreements are with the two external firms, rather than being described as remuneration for the directors’ board roles.

Jose Calle Gordo became SMT’s chairperson on April 1, 2025, while continuing as a non-executive director. The Akilia agreement was executed with effect from March 3, 2025 and contemplates payment in monthly instalments, making its $100,000 amount an annual contractual amount rather than a one-time fee.

Priyanka Dhirajlal Cohen became an SMT non-executive director on July 3, 2025 and is one of the company’s three promoters. Her PDC Law agreement took effect on April 1, 2026, and its $100,000 annual amount is twice the Akilia amount. PDC Law therefore represents two-thirds of the disclosed $100,000 annual value.

How do SMT’s annual contracts differ from director remuneration?

SMT distinguishes its annual contracts from board remuneration because Jose Calle Gordo is not entitled to remuneration as chairperson and non-executive director. The $100,000 Akilia payment is instead under a consultancy agreement with a firm where he is chief executive officer and managing partner.

SMT states that its non-executive directors received no remuneration or sitting fees in Fiscal 2026. The PDC Law agreement, effective from April 1, 2026, is similarly disclosed as a professional-services arrangement for legal advisory work, not as payment to Priyanka Dhirjal Cohen in her capacity as an SMT director.

The distinction is visible when compared with SMT’s disclosed executive remuneration. Bhargav Dhirajlal Kotadia, managing director and chief executive officer from April 1, 2025, received Rs 3.77 crore in Fiscal 2026, including Rs 1.46 crore of deferred compensation for bonus and leave encashment payable in Fiscal 2027. His annual remuneration entitlement from April 1, 2025 included a fixed amount of Rs 2.58 crore and variable pay of Rs 1.11 crore, within an overall ceiling of Rs 4 crore.

SMT also disclosed Rs 34.3 lakh of commission paid to independent director Harvinder Pal Singh in Fiscal 2026. Separate board and shareholder resolutions dated August 12, 2026 and September 17, 2026 entitled Harvinder Pal Singh to a commission of $10,000 a year, payable quarterly, in addition to sitting fees and expense reimbursements.

What promoter-linked rent does SMT pay for its registered office?

SMT pays Rs 34.1 lakh a month for its registered office under a leave-and-licence agreement dated April 1, 2025 with Dhirajlal Vallabhbhai Kotadia and promoter-group member Dhirajlal Savjibhai Vasavya. Dhirajlal Vallabhbhai Kotadia is entitled to Rs 20.4 lakh of that monthly rent with effect from April 1, 2026.

The Rs 20.4 lakh entitlement followed a 3% escalation after completion of the lease agreement’s first 12 months. It represents about 60% of the disclosed Rs 34.1 lakh monthly rent, with the remaining amount attributable to the other lessor under the agreement. The disclosure identifies Dhirajlal Vallabhbhai Kotadia as SMT’s chairman emeritus and non-executive director.

The property arrangement differs from the Akilia and PDC Law contracts in both service and payment structure. The registered-office arrangement is a monthly rupee-denominated premises lease, whereas the $100,000 annual contracts cover medical-technology consultancy and legal advisory services provided by two director-led firms.

What other promoter-linked supplier relationship has SMT disclosed?

SMT disclosed Rs 10 crore as consideration for a transfer of lease of factory premises in Surat Special Economic Zone, Sachin GIDC, Surat, Gujarat, from Sahajanand Technologies Private Limited. The company was allotted the premises under allotment letters dated November 25, 2016 and March 16, 2018.

Dhirajlal Vallabhbhai Kotadia is chairman and director of Sahajanand Technologies Private Limited. SMT also says Sahajanand Technologies supplies certain machinery and provides certain services, but the supplied disclosure does not quantify the value of those machinery and service dealings. The Rs 10 crore amount should therefore not be treated as the value of continuing supplies.

SMT says that, apart from matters disclosed in its related-party transaction summary, financial information and director-interest disclosures, it had not entered into other contracts, agreements or arrangements during the preceding two years in which directors were directly or indirectly interested. SMT also states that no director has availed a loan from the company or provided personal guarantees and indemnities on behalf of SMT and its subsidiaries.

How will SMT oversee related-party transactions after listing?

SMT’s audit committee is responsible for formulating the company’s related-party transaction policy, including materiality criteria and later modifications. A related-party transaction is a transaction with a party connected to a company through a specified relationship, including director-linked entities. The committee may grant omnibus approvals subject to the Companies Act, 2013 and Securities and Exchange Board of India Listing Regulations.

The audit committee was last reconstituted on May 29, 2025 and comprises Debasis Panigrahi as chairperson, Abhishek Rajendrakumar Kabra and Sonalika Girdharilal Dhar. Its terms require a review at least quarterly of transactions entered into under each omnibus approval, and provide for approval, modification or ratification of related-party transactions by the independent directors who are committee members within applicable legal timeframes.

SMT says the Securities and Exchange Board of India Listing Regulations will apply immediately upon listing of its equity shares and undertakes to continue compliance with those regulations and the Companies Act, 2013. The stated governance framework sets out an approval and review mechanism, but the disclosure does not specify a particular audit-committee approval for the Akilia, PDC Law, rent or Sahajanand Technologies arrangements.

Conclusion

SMT’s disclosures show that interests connected with directors and promoters extend beyond meeting fees and executive remuneration. The $100,000 annual contracts involve medical-technology consultancy and legal advisory work, while the Rs 34.1 lakh monthly office lease and Rs 10 crore factory lease transfer identify separate property links involving Dhirajlal Vallabhbhai Kotadia and promoter-group entities.

The next disclosed matter to watch is the operation of the PDC Law agreement from April 1, 2026 and the audit committee’s at-least-quarterly review of transactions under omnibus approvals. The scale of Sahajanand Technologies’ continuing machinery and services supply remains unresolved in the supplied disclosure because SMT did not state a value for those dealings.