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 has received multiple penalty orders from tax authorities across different states, with the latest being a ₹35.02 lakh penalty from Uttar Pradesh authorities. The company disclosed the most recent penalty order to stock exchanges on December 24, 2025, following an earlier penalty of ₹94.11 lakh from Odisha tax authorities disclosed on December 12, 2025.

Latest Penalty from Uttar Pradesh

The company received a penalty order of ₹35.02 lakh from the Office of the Joint Commissioner, Corporate Circle, Lucknow, Uttar Pradesh. The penalty was imposed under Section 73 of the Uttar Pradesh Goods & Service Tax Act, 2017, with the order dated December 23, 2025, and received by the company on the same day.

Nature of Violations

The latest penalty from Uttar Pradesh authorities relates to a demand order disallowing Input Tax Credit (ITC) on account of reconciliation differences with GSTR 2A and matters concerning eligibility under Section 17(5) of the CGST Act. This differs from the earlier Odisha penalty, which was issued for alleged excess refund under Section 54 of the CGST Act.

Company's Response Strategy

AWL Agri Business has indicated it plans to challenge both penalty orders through appropriate legal channels. The company stated it is taking appropriate steps to appeal against the penalty orders before the appropriate authorities, demonstrating a consistent approach to contesting these regulatory actions.

Financial Impact Assessment

Regarding the cumulative financial impact of ₹1.29 crore in penalties, the company has assessed that it does not foresee any material impact on its financial, operational, or other activities. This assessment suggests the company's confidence that these penalties, while significant in absolute terms, will not substantially affect its overall business operations or financial performance.

Regulatory Compliance and Disclosure

Both disclosures were made in accordance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular No. SEBI/HO/CFO/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023. Company Secretary Darshil Lakhia signed both disclosure documents, ensuring proper corporate governance protocols were followed in communicating these developments to stakeholders and the investing public.