Crystal shifts 48.3 million shares to Ankur family trust

Crystal Crop Protection Limited transferred 48,301,143 equity shares to Ankur Aggarwal KNK Family Trust through gifts completed on November 27 and December 3, 2025, creating a 32.85% fully diluted holding for the trust. Crystal’s promoters and promoter group together held 86.69% on the same fully diluted basis disclosed in its draft prospectus.

How did Crystal shift 48.3 million shares to Ankur family trust?

Crystal shifted 48,301,143 shares from Nand Kishore Aggarwal to Ankur Aggarwal KNK Family Trust under a gift deed dated November 26, 2025. The transfer was completed in two tranches: 31,176,192 shares on November 27, 2025, and 17,124,951 shares on December 3, 2025. The disclosure records both transactions as gifts, with no transaction price stated.

The second tranche followed a same-day change in direct family ownership. On November 27, 2025, Komal Aggarwal gifted 17,124,951 shares to Nand Kishore Aggarwal, who then transferred that number of shares to Ankur Aggarwal KNK Family Trust on December 3, 2025. The sequence placed 48,301,143 shares, each with a face value of Rs 10, in the trust rather than in Nand Kishore Aggarwal’s direct name.

Crystal identifies Ankur Aggarwal KNK Family Trust as a promoter, rather than only as a promoter-group entity. The trust’s 48,301,143 shares represented 32.85% of Crystal’s equity share capital on a fully diluted basis, compared with 33.94% held directly by Nand Kishore Aggarwal and 10.04% held directly by Ankur Aggarwal.

What changed in Crystal’s ownership during late 2025?

Crystal’s ownership changed from a structure dominated by direct individual and Hindu undivided family, or HUF, holdings to one containing a large promoter trust. One year before the draft prospectus date, Nand Kishore Aggarwal held 78,578,992 shares, Komal Aggarwal held 33,320,191 shares, and Nand Kishore Aggarwal (HUF) held 8,930,663 shares. Ankur Aggarwal held 5,983,436 shares at that earlier date.

By the draft prospectus date, Nand Kishore Aggarwal’s direct holding was 49,893,309 shares and Ankur Aggarwal’s direct holding was 14,765,558 shares. Ankur Aggarwal’s increase included 8,782,026 shares gifted by Komal Aggarwal on November 27, 2025, two separate purchases of one share each at Rs 600 on December 1, 2025, and a gift of 94 shares from Kanak Nand Kishore Aggarwal Family Trust on December 4, 2025.

The November 2025 restructuring also created two promoter-group trust holdings. Nand Kishore Aggarwal gifted 3,220,076 shares to Komal Aggarwal KNK Family Trust and another 3,220,076 shares to Pooja Bansal KNK Family Trust on November 27, 2025. Each trust represented 2.19% of fully diluted capital, while Redson Retail and Reality Private Limited held 650,275 shares, or 0.44%.

The disclosed promoter group, excluding the four named promoters, held 7,090,427 shares or 4.82% on a fully diluted basis. That total consisted of the 6,440,152 shares held by the two family trusts and 650,275 shares held by Redson Retail and Reality Private Limited. The movement therefore changed the legal holders of the shares within the disclosed promoter family and group rather than introducing a new outside shareholder.

Why is Crystal’s promoter stake 86.69% on a fully diluted basis?

Crystal’s promoter and promoter-group stake is 86.69% because the calculation includes 127,463,651 shares held by seven promoter and promoter-group shareholders and assumes conversion of 30,000,000 compulsorily convertible debentures, or CCDs. A CCD is a debt instrument that must convert into equity under specified terms, increasing the total shares used for the fully diluted ownership calculation.

The 30,000,000 CCDs are held by International Finance Corporation and IFC Emerging Asia Fund, LP. International Finance Corporation’s 11,250,000 CCDs are to convert into 4,668,285 equity shares, while IFC Emerging Asia Fund’s 18,750,000 CCDs are to convert into 7,780,525 equity shares before the red herring prospectus is filed with the Registrar of Companies.

The planned conversion adds 12,448,810 shares to Crystal’s 134,569,911 issued equity shares, producing a fully diluted total of 147,018,721 shares. On the issued-share basis, promoters and the promoter group held 94.72%; on the fully diluted basis, their percentage was 86.69%. The 8.03-percentage-point difference arises from the CCD conversion shares in the denominator.

The prospective dilution is concentrated in the two International Finance Corporation-related investors. IFC Emerging Asia Fund would hold 5.29% on a fully diluted basis and International Finance Corporation would hold 3.18%. Crystal Crop Protection Employees Welfare Trust held 7,106,260 shares, representing 4.83% on that same fully diluted basis.

What do the gifts mean for Crystal’s IPO ownership disclosures?

Crystal’s records describe the 2025 transfers as internal gifts within the promoter family and promoter group, not sales to outside investors. The 48,301,143-share transfer to Ankur Aggarwal KNK Family Trust carried no stated price and was made under the November 26, 2025 gift deed. This distinguishes the transaction from the cash share purchases disclosed at Rs 600 per share on December 1, 2025.

Crystal lists four promoters: Nand Kishore Aggarwal, Ankur Aggarwal, Komal Aggarwal and Ankur Aggarwal KNK Family Trust. Their aggregate 120,373,224 shares represented 81.87% of fully diluted capital. Adding the 7,090,427 shares held by the promoter group produces the broader 86.69% promoter and promoter-group figure.

Crystal stated that all shares held by its promoters were in dematerialised form and that none were pledged or otherwise encumbered as of the draft prospectus date. The statement applies to the 120,373,224 promoter shares, including the 48,301,143 shares held by Ankur Aggarwal KNK Family Trust, but does not state that promoter-group holdings are free from encumbrances.

The trust holding is also within the Securities and Exchange Board of India Issue of Capital and Disclosure Requirements, or SEBI ICDR, lock-in framework disclosed by Crystal. At least 20% of fully diluted post-offer equity capital held by promoters is intended to qualify as minimum promoter contribution and be locked in for 18 months from allotment. Promoter shares above that contribution are to be locked in for six months from allotment.

Conclusion

Crystal’s late-2025 gifts reorganised a substantial part of family ownership without reducing the disclosed concentration of the promoter family and group. Ankur Aggarwal KNK Family Trust holds 48,301,143 shares, or 32.85% on a fully diluted basis, nearly matching Nand Kishore Aggarwal’s direct 33.94% holding. The four promoters hold 81.87%, and the broader promoter group holds 86.69%.

The next disclosed ownership event is the conversion of 30,000,000 CCDs into 12,448,810 equity shares before the red herring prospectus filing with the Registrar of Companies. Crystal’s post-offer ownership figures and the specific shares designated for the 20% minimum promoter contribution were not completed in the draft prospectus, making those disclosures the next points to watch.