Key Resolution

Item No. 1: Appointment of Ms. Anju Abrol (DIN: 11841715) as an Independent Director

The company seeks shareholder approval, via a special resolution, to formally appoint Ms. Anju Abrol as an Independent Director.

Key Details of the Appointment:

  • Current Status: Appointed as an Additional Director (Non-executive & Independent) with effect from 29th July, 2026.
  • Proposed Term: A three-year term commencing from 29th July, 2026 to 28th July, 2029.
  • Rationale: The appointment is based on the recommendation of the Nomination and Remuneration Committee. The Board believes her vast experience will be in the best interest of the company.
  • Compliance: The approval is sought to comply with Regulation 17(1C) of the SEBI Listing Regulations, which requires member approval for such appointments at the next general meeting or within three months.
  • Eligibility: Ms. Abrol has submitted a declaration confirming she meets the independence criteria under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations. She is not disqualified under Section 164 of the Act and is registered with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs (IICA).
  • Remuneration: She will be eligible to receive sitting fees for attending Board/Committee meetings and commission as decided by the Board, within the statutory limit of 1% of the company's net profits per annum for all Non-Executive Directors.
  • Interest: Except for Ms. Abrol herself, no other director or Key Managerial Personnel is concerned or interested in this resolution.

Profile of Ms. Anju Abrol

  • Age & Nationality: 62 years old (Date of Birth: 24th December, 1963); Singaporean national.
  • Qualifications: MBA, Bachelor of Science (Hons.) Chemistry, Graduate of the Australian Institute of Company Directors.
  • Experience: Seasoned banker with over 30 years of global experience in C-suite roles across Asia Pacific, the US, and Australia. Expertise spans corporate and investment banking, debt capital markets, commercial banking, retail banking, strategy, governance, regulatory compliance, and risk management.
  • Previous Roles: Former Asia Pacific CEO of ING Bank; Chief Risk Officer at Westpac for global wholesale banking; Senior Risk Executive at Bank of America covering Asia Pacific; held leadership roles at Deutsche Bank.
  • Other Directorships: Holds directorships in 88Tuition Pte Ltd and Oncospace Inc. She has also served on boards including EuroCham Singapore and ING Australia.
  • Shareholding: Holds nil shares in Adani Enterprises Limited.
  • Meetings Attended: Has attended 1 (One) Board meeting in the financial year 2026-27.

Postal Ballot & E-Voting Process

  • Voting Method: Remote e-voting only, as per MCA circulars. No physical ballot forms are being dispatched.
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL).
  • Scrutinizer: CS Chirag Shah (Membership No. FCS: 5545; CP No: 3498) has been appointed. Mr. Raimeen Maradiya (FCS: 11283; CP No: 17554) is the alternate.
  • Record Date (Cut-Off Date): Friday, 18th September, 2026. Eligibility to vote is determined based on shareholding on this date.
  • E-Voting Period: Commences on Thursday, 24th September, 2026 at 9:00 a.m. IST and ends on Friday, 23rd October, 2026 at 5:00 p.m. IST.
  • Result Declaration: The results, along with the scrutinizer's report, will be submitted to the stock exchanges within two working days after the voting period. Results will also be displayed on the company's website (www.adanienterprises.com), CDSL's website (www.evotingindia.com), and at the company's registered office.
  • Deemed Passing Date: If approved, the resolution will be deemed passed on the last date of e-voting, i.e., Friday, 23rd October, 2026.

Financial Impact

The appointment will result in remuneration outflow in the form of sitting fees and commission, the quantum of which will be determined by the Board within statutory limits. The financial impact is not quantified in this disclosure.

Capital Structure Impact

No impact on the capital structure or shareholding pattern of the company.