Nand Kishore Aggarwal exits board as Ankur Aggarwal becomes CMD

Nand Kishore Aggarwal resigned from the board on November 14, 2025 and became Chairman Emeritus with annual remuneration of Rs 4.308 crore, while Ankur Aggarwal was appointed Chairman and Managing Director (CMD). The company describes the new role as honorary, non-executive and advisory, and confirms that Aggarwal is no longer a board member.

Why did Aggarwal leave the board and become Chairman Emeritus?

Aggarwal resigned as executive chairman and whole-time director on November 14, 2025, when the board also designated him Chairman Emeritus in recognition of his contribution to the company. The role is expressly described as honorary, non-executive and advisory, meaning it does not carry membership of the six-director board. He had served as a director from August 29, 2011 until November 14, 2025.

Aggarwal remains an individual promoter after leaving the board. The management profile states that he has more than 30 years of experience in agriculture and crop protection, while the board table lists no fixed term for the Chairman Emeritus position. The prospectus does not set out specific advisory duties, performance measures or an end date for the position.

The transition does not remove Aggarwal from the company’s promoter-led governance framework. Under the shareholders’ agreement, Aggarwal and Ankur Aggarwal, as individual promoters, have the right to nominate four directors to the board. IFC and IFC Emerging each have a separate right to nominate one director, although the company states that no arrangement with major shareholders, customers or suppliers led to the appointment of its current directors.

How did Aggarwal's board exit make Ankur Aggarwal CMD?

Ankur Aggarwal became CMD through a board resolution passed on November 14, 2025, with the board-change disclosure stating that the appointment was effective from November 15, 2025. As CMD, he is responsible for overall business strategy, operations and growth across product segments, including production, sales, marketing and research and development, or R&D.

The management table separately records Ankur Aggarwal’s CMD term as five years from October 1, 2021 to September 30, 2026, while also recording the November 2025 appointment resolution. The disclosures therefore show both a stated term beginning in 2021 and a formal appointment event in November 2025. He has been a director since August 29, 2011 and is also an individual promoter.

The approved CMD remuneration includes a basic salary of Rs 2.875 crore a year, house-rent allowance equal to 50% of basic salary, and special and other allowances of up to Rs 45 lakh a year. A performance-linked variable payment of Rs 1.725 crore is payable at 100% achievement under the company’s variable-pay plan, while business-related expense reimbursement is capped at Rs 1.20 crore in a financial year.

The Rs 1.725 crore variable payment depends on performance parameters specified in the company’s variable-pay plan rather than being a fixed entitlement. The CMD appointment may be ended by either party with three months’ written notice or payment of basic salary in lieu of notice. The remuneration remains subject to Section 197 and Schedule V of the Companies Act, 2013.

What changed on the board during late 2025?

The late-2025 board changes replaced the former executive-chairman structure with a CMD, an advisory Chairman Emeritus outside the board, and a whole-time director responsible for technical manufacturing. On November 14, 2025, Aggarwal resigned as executive chairman and whole-time director, Ankur Aggarwal was appointed CMD, and Mohit Kumar Goel resigned as whole-time director, with Goel’s departure effective at the close of business on November 30, 2025.

Kavishwar Vitthalrao Kalambe joined the board from November 30, 2025 and was appointed whole-time director, technical manufacturing, for five years from December 12, 2025 to December 11, 2030. The company states that Kalambe is responsible for manufacturing technology, process scale-up, transfer of R&D innovations to commercial production, product quality, cost efficiency and regulatory compliance.

The changes followed the resignations of nominee directors Adam David Sack and Kalim Mohammad Shah on September 26, 2025. Shah had been appointed nominee director on May 22, 2025. As of the draft prospectus date, the board has six directors: one CMD, two executive directors and three independent directors, including one woman independent director.

The Audit Committee was reconstituted on November 14, 2025 with four members, including Ankur Aggarwal. The Nomination and Remuneration Committee was reconstituted on December 12, 2025 and comprises Sangeeta Kapiljit Singh, Chetan Rameshchandra Desai and Sartaj Sewa Singh, all three of whom are independent directors with terms ending February 15, 2028.

What remuneration applies to Aggarwal's advisory role?

Aggarwal is entitled to Rs 4.308 crore a year as Chairman Emeritus under the board resolution of November 14, 2025. This annual entitlement is Rs 1.375 crore lower than the Rs 5.683 crore compensation, including commission, paid to him in Fiscal 2025, when he was an executive director on the board.

The Fiscal 2025 figures distinguish remuneration paid before the transition from the annual remuneration now disclosed for the advisory position. Ankur Aggarwal received Rs 5.951 crore in Fiscal 2025 and Executive Director Anil Jain received Rs 1.802 crore. The three independent directors received compensation, including commission, ranging from Rs 16.8 lakh to Rs 19.2 lakh.

Independent directors are entitled to sitting fees of Rs 80,000 for each board meeting, Rs 50,000 for each Audit Committee meeting and Rs 30,000 for each other board-committee meeting, under an August 13, 2025 resolution. The Chairman Emeritus remuneration is instead stated as an annual amount, and the prospectus does not link it to attendance or performance conditions.

No director or the Chairman Emeritus received, or was entitled to receive, remuneration, sitting fees or commission from subsidiaries or the associate company in Fiscal 2025. The company also reports no bonus or profit-sharing plan, no contingent or deferred compensation outside stated remuneration, and no outstanding company loans for its directors or Chairman Emeritus as of the draft prospectus date.

Conclusion

The November 2025 transition separates statutory executive authority from continuing promoter advisory involvement. Ankur Aggarwal holds the CMD role and the stated responsibility for business strategy and operating functions, while Aggarwal is a non-board Chairman Emeritus with an annual entitlement of Rs 4.308 crore and continuing promoter nomination rights alongside his son.

The next disclosed leadership milestone is the stated end of Ankur Aggarwal’s CMD term on September 30, 2026. The board’s operation after the November and December 2025 changes, including Kalambe’s term through December 11, 2030 and the independent directors’ terms through February 15, 2028, is the next scheduled governance framework disclosed by the company.