SMT’s 36.71% promoter stake includes trust oversight rights

SMT’s four promoters collectively held 37,314,589 Equity Shares, representing 36.71% of its pre-Offer issued, subscribed and paid-up Equity Share capital on a fully diluted basis at the Red Herring Prospectus date. Shree Hari Trust is one of the four promoters, and its Protector Committee gives Bhargav Dhirajlal Kotadia and Priyanka Dhirajlal Cohen defined approval or consultation roles over trust decisions.

How is SMT’s 36.71% promoter stake structured?

SMT identifies Bhargav Dhirajlal Kotadia, Dhirajlal Vallabhbhai Kotadia, Priyanka Dhirajlal Cohen and Shree Hari Trust, or SHT, as its four promoters. Together, they held 37,314,589 Equity Shares with a face value of Rs 1 each, equal to 36.71% of the pre-Offer issued, subscribed and paid-up Equity Share capital on a fully diluted basis.

The disclosed pages do not provide a split of the 37,314,589 Equity Shares among the three individual promoters and SHT. The 36.71% figure therefore measures the collective promoter position rather than SHT’s standalone ownership. The arrangement combines direct holdings of individual promoters with SHT, a promoter trust governed by a separate trust deed.

Bhargav Kotadia is SMT’s Managing Director and Chief Executive Officer, Dhirajlal Kotadia is Chairman Emeritus and a Non-Executive Director, and Priyanka Cohen is a Non-Executive Director. SMT states that there was no change in control during the five years immediately preceding the Red Herring Prospectus, although a Board resolution dated May 29, 2025 identified the three individuals and SHT as promoters.

What type of entity is Shree Hari Trust?

SHT is an irrevocable and discretionary private family trust established on March 10, 2018 under the Indian Trusts Act, 1882. The late Vallabhbhai Kotadia established SHT; he was Dhirajlal Kotadia’s father and Bhargav Kotadia and Priyanka Cohen’s grandfather.

SHT is governed by the original trust deed dated March 10, 2018, together with amendments dated November 5, 2018, May 29, 2025 and July 16, 2026. These documents are collectively described as the Trust Deed. Vallabhbhai Kotadia died in 2023, and SMT states that no settlor had been appointed as of the Red Herring Prospectus date.

SHT’s purpose is to hold trust property for its beneficiaries. The disclosed trust property includes the original corpus, further property and investments accepted by trustees, capital accretions, accumulated income, and property representing former trust assets. This stated purpose covers assets beyond SMT Equity Shares and does not give SHT a disclosed mandate to manage SMT’s operating business.

Who administers SMT’s promoter trust and company control rights?

SHT’s current trustees are Harivadan Pandya, Kishor Dudhath and Rajeshkumar Shah, and SMT states that they have no special rights relating to SMT’s control or management. In particular, the trustees have no right to appoint directors to SMT’s Board.

The trustee group has changed since SHT’s creation in 2018. Amicorp Trustees (India) Private Limited was initially appointed as professional trustee, while Dinesh M. Virani, Riravidhan Pandy and Rajeshkumar Shah were also appointed on March 10, 2018. Virani was removed on October 5, 2020 and replaced by Kishor Dudhath on April 20, 2021, while Amicorp ceased to be a trustee effective September 22, 2023.

Bhargav Kotadia and Priyanka Cohen are the current members of SHT’s Protector Committee. Their committee role concerns the Trust Deed rather than a disclosed right to direct SMT’s Board. The distinction is material because SHT’s trustees administer trust property, but the prospectus expressly says they do not have special company-control or Board-appointment rights.

Which SHT decisions need Protector Committee involvement?

SHT’s Protector Committee has approval rights over some decisions and consultation rights over others. The Trust Deed requires its consent to add or remove beneficiaries, appoint or remove trustees, and determine SHT’s settlement date.

The SHT trustees must consult the Protector Committee before certain actions involving the trust fund’s income and property. These actions include accumulating income as capital accretion and distributing trust income or property to beneficiaries during the trust term or at its end. The disclosed framework therefore places Bhargav Kotadia and Priyanka Cohen in specified decisions concerning SHT’s participants, duration, income and property.

SHT’s beneficiaries include Sharada Kotadia, who is Dhirajlal Kotadia’s spouse, and Dhirajlal Kotadia’s lineal descendants. The Trust Deed also names Manjula Hasmukhbhai Rakholiya as a limited beneficiary for an earmarked distribution not exceeding 90,000 SMT Equity Shares or equivalent tangible or intangible assets, after consultation with the Protector Committee. Other persons may be appointed as beneficiaries under the Trust Deed.

The 90,000-Equity Share limit for Manjula Rakholiya is an earmarked beneficiary distribution, not a disclosure of SHT’s total SMT holding. The supplied pages do not state SHT’s individual Equity Share count or list all potential distributions. They do show that trust distributions may involve SMT Equity Shares or equivalent assets and that the Protector Committee must be consulted for the specified distribution decisions.

How do the promoter roles affect the disclosed ownership structure?

SMT’s disclosure separates collective share ownership, trust administration and company-control rights. The four promoters together hold 36.71% of SMT’s pre-Offer Equity Share capital on a fully diluted basis, while SHT is governed through trustees, beneficiaries and a two-member Protector Committee.

The promoters’ roles also overlap with SMT’s Board and management structure. Bhargav Kotadia serves as Managing Director and Chief Executive Officer, Dhirajlal Kotadia serves as Chairman Emeritus and Non-Executive Director, and Priyanka Cohen serves as Non-Executive Director. SMT states that the promoters have no direct interest in another venture involved in the same line of business as SMT, apart from disclosures concerning promoter-group entities and Board positions.

SMT also states that its promoters were not declared wilful defaulters or fraudulent borrowers under Reserve Bank of India guidelines and were not prohibited or debarred from accessing the capital market by the Securities and Exchange Board of India or another authority. The company further states that no material guarantees had been given by its promoters to third parties with respect to SMT Equity Shares.

Conclusion

SMT’s disclosed promoter structure combines three individual promoters with SHT, producing a collective 36.71% holding of 37,314,589 Equity Shares. SHT’s trustees have no special rights to control SMT or appoint directors, while Bhargav Kotadia and Priyanka Cohen hold Protector Committee roles over defined trust governance and distribution matters.

The next point to watch is use of the Trust Deed’s disclosed mechanisms, including beneficiary changes, trustee appointments or removals, settlement-date decisions, and trust income or property distributions. The latest disclosed Trust Deed amendment is dated July 16, 2026, and no settlor had been appointed after Vallabhbhai Kotadia’s death in 2023 as of the Red Herring Prospectus date.