Nature of Disclosure: Regulatory filing under Regulation 30 read with Schedule III and other applicable provisions of SEBI Listing Regulations regarding board decisions requiring shareholder approval.

Board Meeting Details: The Board of Directors meeting was held on Tuesday, October 27, 2026, commencing at 3:05 PM and concluding at 7:10 PM (IST).

Key Board Approvals:

  • Re-appointment of Mr. Balaji Vishwanathan Swaminathan (DIN: 01794148) as Independent Director for a second term of 5 consecutive years, commencing from February 3, 2027 to February 2, 2032 (both days inclusive).
  • Continuation of Directorship of Mr. Nasser Mukhtar Munjee (DIN: 00010180) as Independent Director upon attaining the age of 75 years, until the expiry of his current term of office on October 10, 2029.

Director Compliance Confirmations: Both directors have confirmed they continue to meet the criteria of Independence under Section 149 of the Companies Act, 2013, and Regulation 16 of the SEBI Listing Regulations.

Postal Ballot Items Approved: The Board approved Notice of Postal Ballot for seeking shareholder approval through remote e-voting for:

1. Re-appointment of Balaji Vishwanathan Swaminathan as Independent Director for second term

2. Continuation of Nasser M Munjee as Independent Director beyond age 75

3. Revision in remuneration payable to Mrs. Resham Chhabria J Hemdev (DIN: 00030608), Whole-time Director designated as Vice Chairperson, effective from April 1, 2026

4. Payment of Commission to Non-Executive Directors (excluding Promoter Directors)

5. Ratification of Remuneration to Cost Auditors for FY ending March 31, 2027

Legal Basis: The postal ballot will be conducted pursuant to MCA General Circular Nos. 14/2020, 17/2020, 09/2024, and latest Circular No. 03/2025 dated September 22, 2025.

Annexure A Details:

Mr. Balaji Vishwanathan Swaminathan:

  • Seasoned banking and financial services professional with over three decades of leadership experience
  • Founder, Chairman and CEO of SAIML Private Ltd., Singapore (regulated fund management and wealth advisory firm)
  • Former senior leadership positions at Westpac Banking Corporation, Bank of America Merrill Lynch, Standard Chartered Bank, and ICICI Bank
  • Expertise in banking, corporate finance, investment banking, risk management, and strategic business transformation
  • Serves on boards of several companies, active in fintech and deep-tech investment ecosystem
  • Chartered Accountant and Cost & Works Accountant, completed Advanced Management Program from Harvard Business School
  • Not inter-se related to any other Director of the Company
  • Not debarred from holding director office by any SEBI order or authority

Mr. Nasser Mukhtar Munjee:

  • Distinguished financial sector professional with over four decades of experience
  • Former Executive Director at Housing Development Finance Corporation (nearly two decades)
  • Founder and former Managing Director and CEO of Infrastructure Development Finance Company
  • Pioneer in India's housing and infrastructure financing sectors
  • Extensive experience in institution building, finance, policy advocacy and governance
  • Serves on boards of several leading companies and not-for-profit organisations
  • Holds B.Sc. (Econ) and M.Sc. (Econ) degrees from London School of Economics, studied at University of Chicago
  • Not inter-se related to any other Director of the Company
  • Not debarred from holding director office by any SEBI order or authority

Next Steps: The Notice of Postal Ballot with explanatory statement and relevant documents will be circulated to shareholders, with requisite disclosures made to stock exchanges in due course.

Document Availability: The intimation is uploaded on company's website at https://www.abdindia.com/