AWL Agri Business Limited has issued a postal ballot notice seeking shareholder approval for 11 resolutions, including appointment of new Managing Director and COO, re-appointment of independent directors, and adoption of amended Articles of Association following change in control.

Key Executive Appointments

The company is proposing two major executive appointments effective November 4, 2025:

Shrikant Kanhere brings nearly three decades of experience in finance, accounts, taxation, and risk management. He has been associated with AWL since 2013, initially serving as Chief Financial Officer and later elevated to Deputy CEO-CFO in December 2024. Saumin Sheth, who heads sourcing operations for AWL, has been with the company since 1999 and brings over 26 years of experience in sourcing, risk management, and bulk sales business.

Independent Directors Re-appointments

The postal ballot seeks approval for re-appointment of four independent directors for second consecutive terms of five years each:

Special resolutions are also being sought for continuation of Dorab E. Mistry and Madhu Ramachandra Rao beyond the age of 75 years during their respective tenures, as required under SEBI Listing Regulations.

Governance Changes Following Ownership Transfer

A significant proposal involves adoption of amended Articles of Association following the recent change in control. Pursuant to a Share Purchase Agreement dated July 17, 2025, Adani Commodities LLP sold its entire 20% stake in the company to Lence Pte Ltd through off-market and bulk transactions completed in November 2025.

Key Changes to Articles of Association:

• Deletion of Adani Group definition and related provisions
• Amendment of Promoter definition to read as "Lence Pte Ltd"
• Removal of SHA (Shareholders Agreement) references
• Modifications to quorum and board composition provisions

E-voting Process and Timeline

The company has established a comprehensive e-voting schedule for shareholder participation:

The company has appointed Chirag Shah and Associates as scrutinizer for conducting the postal ballot process. Central Depository Services (India) Limited (CDSL) will facilitate the e-voting platform, with voting restricted to electronic means only in compliance with MCA circulars.

Regulatory Compliance and Transparency

The postal ballot notice demonstrates AWL Agri Business's commitment to regulatory compliance and transparent governance practices. All proposed appointments have been recommended by the Nomination and Remuneration Committee and approved by the Board of Directors. The company has ensured compliance with Companies Act 2013, SEBI Listing Regulations, and other applicable laws.

Shareholders holding shares either in physical or dematerialized form as on the cut-off date are eligible to participate in the e-voting process. The results will be submitted to stock exchanges within two working days from conclusion of the e-voting period and will be displayed on the company's website and CDSL's platform.

AWL Agri Business Limited, formerly known as Adani Wilmar Limited, has applied to the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) for the reclassification of numerous Adani group entities. This application, submitted on 27 November 2025, seeks to change the status of these entities from the promoter and promoter group category to the public category.

Entities Involved

The reclassification request encompasses a wide range of Adani group companies, including:

• Adani Enterprises Limited
• Adani Commodities LLP
• Various subsidiaries across different sectors

These entities span multiple industries, including aerospace, agriculture, airports, cement, mining, and aviation fuel services.

Regulatory Framework

The application for reclassification has been made under Regulation 31A of the Securities and Exchange Board of India (SEBI) Listing Regulations. This regulation provides the framework for the reclassification of promoter/promoter group entities to public shareholders.

Previous Developments

This move follows earlier actions by the Adani Group, including:

• The complete divestment of its stake in AWL Agri Business
• The sale of 90,977,502 equity shares (7.00% of total equity) by Adani Commodities LLP through a bulk deal on the stock exchange

Implications

If approved, the reclassification could have several implications:

1. Ownership Structure: It represents a significant shift in the company's ownership structure.
2. Market Perception: The move may impact how the market views AWL Agri Business, potentially affecting investor sentiment and stock performance.
3. Regulatory Compliance: The reclassification aligns with regulatory requirements, as the Adani Group entities no longer exercise control over the company's affairs, hold special rights, have board representation, or act as key managerial personnel.

Next Steps

The reclassification request will be placed before AWL Agri Business's board of directors for consideration. The outcome of this application will be closely watched by investors and market analysts, as it may influence the company's future governance structure and market positioning.