VRIDAA Holding Trust holds 97% of pre-offer equity capital

VRIDAA Holding Trust holds 92,150,000 equity shares, or 97.00% of the company’s pre-offer paid-up equity capital, according to the Red Herring Prospectus. The irrevocable discretionary family trust is therefore the main promoter shareholding vehicle, while four individual promoters together hold 2.25% before the offer.

How much equity does the Trust hold before the IPO?

The Trust holds 97.00% of pre-offer paid-up equity capital through 92,150,000 equity shares with a face value of Rs 2 each. The prospectus lists the Trust and four individuals as five promoters under Regulation 2(1)(oo) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, or SEBI ICDR Regulations.

The five promoters collectively own 94,287,500 equity shares, representing 99.25% of pre-offer paid-up equity capital. The Trust accounts for 92,150,000 of those shares, while the four individual promoters account for 2,137,500 shares, or 2.25% of capital.

The comparison shows that the Trust, rather than direct personal ownership by the promoter-directors, holds nearly all promoter shares. Nikunj Mohanlal Kapadia owns 712,500 shares, or 0.75%, and each of Munjal Nikunj Kapadia, Mihir Nikunj Kapadia and Pratik Nikunj Kapadia owns 475,000 shares, or 0.50%.

The largest disclosed personal stake, at 0.75%, is 96.25 percentage points below the Trust’s 97.00% holding. The supplied pages do not disclose the Trust’s post-offer percentage, so the 97.00% figure is a pre-offer measure and cannot establish ownership after the IPO.

How does the Trust concentrate Kapadia family control?

The Trust concentrates promoter ownership because it is the legal holder of 97.00% of the company’s pre-offer paid-up equity capital and its trustees are the four individual promoters. The trust deed was executed on July 29, 2022 between Late Malti Nikunj Kapadia, as settlor, and the four trustees named in the prospectus.

The Trust is described as both discretionary and irrevocable. Its stated objectives include holding settled assets for beneficiaries, keeping the family together, avoiding conflicts among beneficiaries, making and disposing of investments under the trust deed, and nurturing and monitoring controlled entities.

For the Trust’s stated objectives, a controlled entity means a company, partnership firm, limited liability partnership or other entity in which the Trust directly or indirectly holds at least 26% of shares, interest or voting power. The Trust’s 97.00% company holding is 71 percentage points above that 26% threshold.

The four individual promoters also occupy company leadership roles. The prospectus identifies Munjal as Managing Director, Nikunj as Chairman and Non-Executive Director, and Mihir and Pratik as Whole-time Directors, linking the Trust’s trustee structure with the company’s promoter-director group.

This structure means direct personal stakes alone do not describe the promoter ownership position. The 97.00% stake remains concentrated through the Trust only while it retains the shares and its governing arrangements continue; the supplied pages provide no stated post-offer ownership plan.

Who are the Trust’s beneficiaries and trustees?

The Trust’s beneficiaries include family-trust vehicles, named family members and lineal descendants of three promoter-directors. As of the Red Herring Prospectus date, the written beneficiary list names NEVAREKA Family Trust, VANISHA Family Trust, DHURVIRA Family Trust and PAARK Family Trust, alongside 13 named individuals or beneficiary categories.

The listed natural-person beneficiaries include the three promoter-directors, their spouses, children and lineal descendants of Munjal, Mihir and Pratik. The inclusion of lineal descendants extends the disclosed beneficiary framework beyond the named individuals at the prospectus date.

The prospectus separately states that beneficial interest is held equally by VANISHA Family Trust, DHRUVRAJ Family Trust and PAARK Family Trust. This creates a naming difference from the beneficiary list, which uses DHURVIRA Family Trust, while the accompanying ownership diagram refers to DHRUVRAJ Family Trust.

The supplied disclosures do not provide percentage entitlements for each named individual beneficiary. They provide equal beneficial interests only for the three family trusts identified in the separate statement, not a distribution of the 97.00% shareholding among all beneficiaries.

A trustee meeting on November 9, 2022 recorded that Nikunj ceased to be a beneficiary after relinquishing beneficial interest and that Bhagi Family Trust ceased to be a beneficiary after its dissolution. An amendment deed dated May 15, 2025 amended the July 2022 trust deed to reflect revised beneficial interests.

What company-control change led to the Trust’s holding?

The disclosed company-control change was a May 12, 2023 gift of 18,430,000 equity shares from Nikunj to the Trust. The prospectus records this as the specified change in the company’s management or control during the five years preceding the Red Herring Prospectus date.

The transferred shares had a face value of Rs 10 each at the time of the disclosed transaction, and consideration was recorded as not applicable because the transfer was a gift. The transfer followed the Trust’s July 29, 2022 settlement and preceded the May 15, 2025 amendment of its deed.

The prospectus distinguishes the company’s May 2023 control-history disclosure from the Trust’s own history. It states that there has been no change in the control or management of the Trust since its inception, despite the later revision of beneficial interests recorded in the May 2025 amendment deed.

A board resolution dated March 19, 2024 identified the Trust and the four individual Kapadia family members as promoters. That resolution establishes five promoters as of the Red Herring Prospectus date, but the supplied pages do not say that the 2024 classification itself changed the Trust’s current 97.00% pre-offer holding.

The prospectus also states that promoter and promoter-group equity shares were held in dematerialised form as of the Red Herring Prospectus date. It provides no future share-transfer plan, no proposed change of trustee and no post-offer capital structure from which the Trust’s percentage after the IPO could be calculated.

Conclusion

The Trust is the central promoter ownership vehicle before the IPO, holding 97.00% of paid-up equity capital compared with 2.25% held directly by the four individual promoters. The July 2022 irrevocable discretionary arrangement puts the principal shareholding in a family trust whose trustees are promoter-directors and whose beneficiaries include family trusts, spouses, children and descendants.

What to watch next is a later disclosure of the post-offer capital structure and any amendment affecting the trust deed, trustees, beneficiaries or shareholding. The November 2022 beneficiary changes and May 2025 amendment show that beneficial interests have changed, while the prospectus does not disclose a plan to alter the Trust’s 97.00% pre-offer shareholding.