Regulation 44 Disclosure - Aditya Birla Capital Limited

Meeting Details

The 19th AGM was held on Friday, August 14, 2026, from 11:00 A.M. to 12:20 P.M. IST through Video Conferencing/Other Audio-Visual Means (VC/OAVM) in compliance with circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India.

Proposed Resolutions and Implications

Seven resolutions were proposed for shareholder approval:

1. Ordinary Resolution: Adoption of Audited Standalone Financial Statements for FY 2025-26

2. Ordinary Resolution: Adoption of Audited Consolidated Financial Statements for FY 2025-26

3. Ordinary Resolution: Re-appointment of Mr. Kumar Mangalam Birla (DIN: 00012813) as Director retiring by rotation

4. Ordinary Resolution: Re-appointment of Mr. Sushil Agarwal (DIN: 00060017) as Director retiring by rotation

5. Special Resolution: Approval for increase in borrowing powers pursuant to Section 180(1)(c) of Companies Act, 2013

6. Special Resolution: Approval for creation of charge/security on company assets for borrowings pursuant to Section 180(1)(a)

7. Special Resolution: Approval for issuance of Non-Convertible Debentures (NCDs) on private placement basis

Voting Process and Methods

The voting process included:

  • Remote e-Voting: Conducted from Tuesday, August 11, 2026 (9:00 AM IST) to Thursday, August 13, 2026 (5:00 PM IST)
  • E-Voting during AGM: Conducted during the meeting on August 14, 2026
  • Service provider: KFin Technologies Limited (KFinTech)
  • Newspaper advertisements published in Business Standard (English) and Sandesh Rajkot Newspaper (Regional) on July 18, 2026

Key Voting Outcomes

Shareholder Participation:

  • Total shareholders on record date (August 7, 2026): 530,937
  • Shareholders attending via VC: 8 Promoter/Promoter Group, 84 Public
  • Total shares outstanding: 273,64,64,884
  • Total votes polled: 240,41,13,999 shares (87.8547% of outstanding shares)

Resolution-wise Results:

Resolution 1 (Standalone Financials):

  • Total votes in favor: 240,39,28,969 (99.9923% of votes polled)
  • Against: 1,85,030 (0.0077%)
  • Promoter Group: 100% in favor (184,76,95,816 votes)
  • Public Institutions: 100% in favor (52,79,25,843 votes)
  • Public Non-Institutions: 99.3506% in favor (283,07,310 votes)

Resolution 2 (Consolidated Financials):

  • Total votes in favor: 240,39,28,927 (99.9923% of votes polled)
  • Against: 1,85,030 (0.0077%)
  • Similar category-wise breakdown as Resolution 1

Resolution 3 (Kumar Mangalam Birla Re-appointment):

  • Total votes in favor: 223,87,18,259 (93.1148% of votes polled)
  • Against: 16,55,37,299 (6.8852%)
  • Promoter Group: 100% in favor
  • Public Institutions: 68.6875% in favor (36,27,16,328 votes), 31.3125% against (16,53,51,116 votes)
  • Public Non-Institutions: 99.3465% in favor

Resolution 4 (Sushil Agarwal Re-appointment):

  • Total votes in favor: 230,17,10,439 (95.7348% of votes polled)
  • Against: 10,25,45,119 (4.2652%)
  • Promoter Group: 100% in favor
  • Public Institutions: 80.6162% in favor (42,57,08,126 votes), 19.3838% against (10,23,59,318 votes)
  • Public Non-Institutions: 99.3479% in favor

Resolution 5 (Borrowing Powers Increase):

  • Total votes in favor: 240,40,10,751 (99.9919% of votes polled)
  • Against: 1,95,137 (0.0081%)
  • Promoter Group: 100% in favor
  • Public Institutions: 100% in favor
  • Public Non-Institutions: 99.3139% in favor

Resolution 6 (Asset Charge Creation):

  • Total votes in favor: 240,39,62,007 (99.9916% of votes polled)
  • Against: 2,01,684 (0.0084%)
  • Promoter Group: 100% in favor
  • Public Institutions: 100% in favor
  • Public Non-Institutions: 99.2909% in favor

Resolution 7 (NCD Issuance):

  • Total votes in favor: 240,40,09,633 (99.9918% of votes polled)
  • Against: 1,96,255 (0.0082%)
  • Promoter Group: 100% in favor
  • Public Institutions: 100% in favor
  • Public Non-Institutions: 99.3100% in favor

Scrutinizer's Role and Findings

Mr. Vaibhav Dandawate (ACS No: 51538), Partner of M/s. Makarand M. Joshi & Co., was appointed as Scrutinizer to conduct both remote e-voting and e-voting during the AGM. Key findings:

  • No votes were abstained or declared invalid
  • All resolutions passed with requisite majority
  • Voting rights on shares transferred to 'Unclaimed Suspense Account' were frozen
  • Foreign Portfolio Investors who hadn't submitted additional disclosures by prescribed period had restricted voting rights as per SEBI Master Circular
  • The scrutinizer's report was prepared in presence of two witnesses: Ms. Shrena Suhane and Ms. Krati Pandya

Compliance Confirmation

The company confirmed compliance with:

  • Companies Act, 2013 and Rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • MCA Circular No. 03/2025 dated September 22, 2025
  • SEBI Master Circular no. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026
  • Secretarial Standard on General Meetings issued by ICSI