Kheria Autocomp formed independent board layer in July 2025

Kheria Autocomp Limited formed its current independent board layer in July 2025, appointing all three independent directors on July 5 and regularising them on July 18. The three directors hold three of seven board seats and each has a five-year term from July 5, 2025 to July 4, 2030.

When did Kheria Autocomp appoint its independent directors?

Kheria Autocomp appointed Ankur Agarwal, Nilesh Jashvantbhai Bhagat and Priya Lavkush Somani as additional independent directors at a board meeting on July 5, 2025. Each appointee is classified as a non-executive independent director in the company’s board disclosures. The three appointments occurred on the same date, rather than over separate disclosed dates.

Shareholders regularised all three appointments at an Extraordinary General Meeting on July 18, 2025. The regularisation gave each director a five-year independent-director term beginning on July 5, 2025 and ending on July 4, 2030. The company’s table of board changes during the preceding three years records these three July 5 appointments and three July 18 regularisations.

The timing contrasts with the tenure of Kheria Autocomp’s four promoter-family directors. Vinay Kheria, Tara Chand Kheria, Sushma Kheria and Santosh Devi Kheria have been directors since the company’s incorporation on November 12, 2009. Kheria Autocomp was therefore operating for more than 15 years before the July 2025 appointments created its disclosed group of three independent directors.

How is Kheria Autocomp’s seven-member board composed?

Kheria Autocomp has seven directors: one executive director, three independent directors and three non-executive directors. Vinay Kheria is managing director, Tara Chand Kheria is chairman, and Sushma Kheria and Santosh Devi Kheria are non-executive directors. The three independent directors added in July 2025 complete the seven-member board.

Four of the seven seats are held by related promoter-family directors, while three seats are held by independent directors. Tara Chand Kheria and Santosh Devi Kheria are Vinay Kheria’s parents, and Sushma Kheria is Vinay Kheria’s spouse, according to the relationship disclosure. That places four of seven board seats with related directors and three of seven with independent directors.

Kheria Autocomp also reports three women directors on its board of seven. The company states that the present board and committee composition complies with requirements under the Companies Act, 2013 and the Securities and Exchange Board of India, or SEBI, Listing Regulations. Its articles allow a minimum of three and a maximum of 15 directors, compared with the current total of seven.

What experience do Kheria Autocomp’s independent directors disclose?

Kheria Autocomp’s three July 2025 appointees disclose professional backgrounds in pharmaceuticals, education, consulting, digital transformation and accountancy. Ankur Agarwal holds a Bachelor of Technology in Mechanical Engineering and a postgraduate management diploma. He reports more than 10 years of pharmaceutical-industry experience and more than seven years in education.

Nilesh Jashvantbhai Bhagat holds a Master of Business Administration and a Bachelor of Engineering from South Gujarat University. He has more than eight years of experience in management consulting, corporate training and digital transformation, according to Kheria Autocomp. The company reports no other directorships for him.

Priya Lavkush Somani is a Chartered Accountant with more than 14 years of experience as a chartered accountant. Kheria Autocomp reports one other directorship for her, at KPO Finisider Services Private Limited. Her appointment also placed her on the Audit Committee constituted on July 5, 2025.

How did Kheria Autocomp establish committee oversight in July 2025?

Kheria Autocomp constituted or reconstituted four board committees on July 5, 2025, the date the independent directors were appointed. The four committees are the Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee, and Corporate Social Responsibility Committee. Each of the three independent directors serves on at least one of those committees.

The three-member Audit Committee is chaired by Ankur Agarwal and includes Priya Lavkush Somani and Vinay Kheria. Its terms require at least four meetings in a financial year and no more than 120 days between two meetings. The quorum is two members or one-third of the committee, whichever is higher, with at least two independent directors present.

The Nomination and Remuneration Committee is chaired by Ankur Agarwal and includes Priya Lavkush Somani and Sushma Kheria. It must meet at least once each year, and its quorum requires at least one independent director. Its disclosed functions include setting criteria for director independence, assessing the skills and experience needed on the board, evaluating performance and recommending senior-management remuneration.

Nilesh Jashvantbhai Bhagat serves on the Stakeholders Relationship Committee with Sushma Kheria and Vinay Kheria, while Ankur Agarwal serves on the Corporate Social Responsibility Committee with the same two directors. The Stakeholders Relationship Committee must meet at least once a year. The Corporate Social Responsibility Committee is stated to comply with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

What compensation and authority accompanied the July 2025 changes?

Kheria Autocomp approved sitting fees of Rs 5,000 per board or committee meeting for independent directors at its July 5, 2025 board meeting. For fiscal 2026, it reports payments of Rs 45,000 to Priya Lavkush Somani, Rs 30,000 to Nilesh Jashvantbhai Bhagat and Rs 45,000 to Ankur Agarwal. The disclosure does not identify the individual meetings attended.

The company states that non-executive, non-independent directors received no sitting fees in fiscal 2026. It also states that there is no performance-linked bonus or profit-sharing plan for directors and no contingent or deferred director compensation outside stated remuneration. The director shareholding table lists equity holdings for the four promoter-family directors, but does not list holdings for the three independent directors.

At the July 18, 2025 Extraordinary General Meeting, shareholders also authorised the board to borrow up to Rs 200 crore in outstanding principal. The borrowing ceiling may exceed paid-up capital and free reserves, excluding temporary bank loans obtained in the ordinary course of business. Separately, Vinay Kheria was redesignated as managing director for five years from July 5, 2025, with fiscal 2026 remuneration reported at Rs 49.20 lakh.

Conclusion

Kheria Autocomp’s current independent-director structure was established through three simultaneous appointments on July 5, 2025 and shareholder regularisation 13 days later. The resulting board has three independent directors among seven members, alongside four related promoter-family directors who have held board roles since the company’s November 2009 incorporation.

What to watch next is the operation of the committees established on July 5, 2025 under their disclosed rules. The Audit Committee must meet at least four times each financial year with at least two independent directors present, while Kheria Autocomp says SEBI Listing Regulations will apply immediately upon listing of its equity shares.