Aditya Birla Capital Limited has issued a comprehensive postal ballot notice dated 24 February 2026, seeking shareholder approval for three significant corporate actions. The notice, filed under Regulation 30 of the SEBI Listing Regulations, outlines key appointments and fundraising initiatives that require member consent through remote e-voting.
Key Resolutions for Shareholder Approval
The postal ballot encompasses three critical resolutions that will shape the company's governance and capital structure:
| Resolution |
Type |
Details |
| Director Appointment - Ms. Saloni Narayan |
Special |
Independent Director for 5 consecutive years from 03 February 2026 |
| Director Appointment - Mr. Krishna Kishore Maheshwari |
Ordinary |
Non-Executive Director from 03 February 2026 |
| NCD Issuance |
Special |
Non-Convertible Debentures on Private Placement Basis |
Proposed Director Appointments
Ms. Saloni Narayan - Independent Director
Ms. Saloni Narayan (DIN: 08771219) brings 37 years of distinguished banking experience to the board. Her extensive background includes senior leadership positions at State Bank of India, where she served as Deputy Managing Director across Finance, Retail Business, and Chief Operating Officer roles. She holds a Bachelor of Arts (Economics Honours) from Patna University and is a Certified Associate of the Indian Institute of Banking, with additional executive education from Wharton University.
The proposed appointment spans five consecutive years from 03 February 2026 to 02 February 2031. Ms. Narayan will receive sitting fees of ₹1,00,000 for attending board meetings and ₹1,25,000 remuneration for each board and committee meeting attendance.
Mr. Krishna Kishore Maheshwari - Non-Executive Director
Mr. Krishna Kishore Maheshwari (DIN: 00017572) contributes 46 years of industry experience, including 41 years with the Aditya Birla Group. His leadership spans multiple business verticals including chemicals, international trading, pulp and fibre, textiles, and cement operations. As former Managing Director of UltraTech Cement Limited, he oversaw significant organic and inorganic growth, establishing UltraTech as the third-largest cement player globally outside China.
Mr. Maheshwari holds a master's degree in commerce and is a Fellow Member of the Institute of Chartered Accountants of India. He currently holds 3,07,430 shares in the company as of the cut-off date and will receive sitting fees of ₹1,00,000 for board meeting attendance.
Non-Convertible Debentures Issuance Framework
The company seeks approval for issuing various categories of Non-Convertible Debentures on private placement basis, superseding the previous resolution passed on 20 June 2025:
| Debenture Category |
Outstanding Limit (₹ Crore) |
| Secured Debentures/bonds (Listed) |
1,05,000 |
| Unsecured Debentures (Tier II sub-debt) |
10,000 |
| Secured Unlisted Debentures/bonds |
10,000 |
| Unsecured Debentures (senior to perpetual/sub-debt) |
5,000 |
| Unsecured Debentures (Tier I perpetual debt) |
3,000 |
| Secured/Unsecured Debentures (masala bonds) |
3,000 |
The total proposed limit across all categories amounts to ₹1,36,000 crore, falling within the overall borrowing limit of ₹1,65,000 crore approved under Section 180(1)(c) of the Companies Act, 2013.
Voting Timeline and Process
Shareholders whose names appear in the Register of Members as of Thursday, 19 February 2026 (cut-off date) are eligible to participate in the remote e-voting process:
| Event |
Date and Time |
| Remote e-voting commencement |
Wednesday, 25 February 2026 at 9.00 a.m. (IST) |
| Remote e-voting conclusion |
Thursday, 26 March 2026 at 5.00 p.m. (IST) |
| Results announcement |
On or before Saturday, 28 March 2026 at 5.00 p.m. (IST) |
The company has appointed Mr. Vaibhav Dandawate (ACS No: 51538) and Ms. Deepti Kulkarni (ACS No: 34733) from M/s. Makarand M. Joshi & Co. as scrutinizers for the postal ballot process. KFin Technologies Limited serves as the Registrar and Transfer Agent, providing the remote e-voting platform.
Regulatory Compliance and Documentation
The postal ballot notice complies with Sections 108 and 110 of the Companies Act, 2013, along with applicable rules and SEBI Listing Regulations. The notice is being distributed electronically to shareholders with registered email addresses, following Ministry of Corporate Affairs circulars regarding digital communication protocols.
Complete documentation, including explanatory statements and e-voting instructions, is available on the company's website at www.adityabirlacapital.com and KFinTech's portal at evoting.kfintech.com. The resolutions, if approved by requisite majority, will be deemed passed on Thursday, 26 March 2026, the final date of the remote e-voting period.
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