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Abbott India Ltd. — Proxy Solicitation & Information Statement 2026
May 13, 2026
61121_rns_2026-05-13_8c976433-3b34-425e-8275-1f05cad4e2d8.pdf
Proxy Solicitation & Information Statement
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Abbott
Abbott India Limited
Godrej BKC, Plot C-68, "G"Block, 15-16th Floor, Bandra-Kurla Complex, Near MCA Club, Bandra (E), Mumbai - 400 051. India
Registered Office: 3, Corporate Park, Sion Trombay Road, Mumbai - 400 071.India
Tel: (91-22) 5046 1000/2000
Fax: (91-22) 5016 9400
E-mail: [email protected]
Website: www.abbott.co.in
CIN: L24239MH1944PLC007330
May 13, 2026
Corporate Relations Department
BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai - 400 001
Scrip Code: 500488
Dear Sirs,
Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
This is further to our intimation dated April 22, 2026, regarding the appointment of Mr. James Wenner (DIN: 11650998) as Additional (Non-Executive) Director with effect from April 23, 2026 and Mr. Neeraj Jain (DIN: 00348591) as an Additional Director designated as an Independent Director for a period of 3 (three) years, with effect from April 25, 2026.
Pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith a copy of the Postal Ballot Notice dated April 22, 2026, along with the Explanatory Statement and e-voting instructions, for seeking approval of the Members for the following Resolutions by way of electronic voting ("remote e-voting"):
| Sr. No. | Type of Resolution | Description |
|---|---|---|
| 1. | Ordinary | Appointment of Mr. James Wenner (DIN: 11650998) as a Director of the Company. |
| 2. | Special | Appointment of Mr. Neeraj Jain (DIN: 00348591) as an Independent Director of the Company. |
In accordance with the guidelines prescribed by the Ministry of Corporate Affairs ("MCA") for holding General Meetings/ conducting Postal Ballot process through e-voting vide General Circulars Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 03/2025 dated September 22, 2025, the Postal Ballot Notice is being sent today i.e., on Wednesday, May 13, 2026 only by e-mail to all the Members, whose e-mail addresses are registered with the Company/ Registrar and Transfer Agent (RTA)/ Depositories/ Depository Participants and whose names appear in the Register of Members/ Beneficial Owners as on May 8, 2026 being the Cut-off Date.
The copy of the said Postal Ballot Notice is also available on the Company's website at www.abbott.co.in and on the e-voting website of KFin Technologies Limited, Registrar and Transfer Agent of the Company ("KFinTech") at https://evoting.kfintech.com.
The Company has engaged the services of KFinTech for the purpose of providing remote e-voting facility to its Members. The remote e-voting shall commence on Monday, May 18, 2026 at 9.00 a.m. (IST) and end on Tuesday, June 16, 2026 at 5.00 p.m. (IST). The results of the Postal Ballot shall be declared by the Company not later than 5.00 P.M. (IST) on Thursday, June 18, 2026. Voting rights of the Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on the Cut-off date. The communication of assent or dissent of the Members would take place only through the remote e-voting system.
This is for your information and records.
For Abbott India Limited
Sangeeta Shetty
Company Secretary
Membership No.: ACS 18865
Encl: a/a
Abbott
Abbott India Limited
CIN: L24239MH1944PLC007330
3, Corporate Park, Sion-Trombay Road, Mumbai - 400 071
Telephone No.: +91-22-5046 1000/ 2000
Email: [email protected]; Website: www.abbott.co.in
POSTAL BALLOT NOTICE
(Pursuant to Section 110 of the Companies Act, 2013
read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
Dear Member(s),
Notice is hereby given pursuant to Section 110 read with Section 108 of the Companies Act, 2013 ("the Act") and other applicable provisions, if any, of the Act and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the SEBI Listing Regulations") and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ("SS-2"), as amended from time to time and in accordance with the requirements prescribed by the Ministry of Corporate Affairs ("MCA") for holding general meetings/ conducting postal ballot process through e-voting vide General Circulars No. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020 read with other relevant circulars, including General Circular No. 03/2025 dated September 22, 2025, (collectively referred to as "MCA Circulars") to transact special business as set out hereunder by passing Ordinary and Special Resolutions, by way of postal ballot only, by voting through electronic means. ("remote e-voting").
The Explanatory Statement, pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice and additional information as required under the SEBI Listing Regulations is also attached.
Pursuant to Rule 22 of the Rules, the Board of Directors has appointed Mr. Taizoon Khumri (CP No. 88 and Membership No. FCS 993) failing him, Mr. Husain Wagh (CP No. 12153 and Membership No. FCS 11268) failing him, Ms. Fatema Fatehi (CP No. 18684 and Membership No. ACS 51448) partners of M/s. Khumri Wagh Fatehi & Associates LLP, Practicing Company Secretaries (LLPIN No. ABA-6185) as Scrutinizer for conducting the Postal Ballot through e-voting process, in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose. The Scrutinizer's decision on the validity of the votes cast in the Postal Ballot shall be final.
The Company has engaged the services of KFin Technologies Limited ("KFinTech" or "Registrar and Transfer Agent") as the agency to provide e-voting facility.
Members are required to communicate their assent or dissent through remote e-voting system only. Members are requested to read the instructions in the Notes in this Postal Ballot Notice so as to cast their vote electronically. The votes can be cast during the following voting period:
| Commencement of e-voting | 9.00 a.m. (IST) on May 18, 2026 |
|---|---|
| End of e-voting | 5.00 p.m. (IST) on June 16, 2026 |
The Scrutinizer will submit his report, after the completion of scrutiny, to the Chairman of the Company or any person authorized by him. The results of e-voting will be announced not later than 5.00 P.M. (IST) on June 18, 2026, and will be displayed on the Company's website at www.abbott.co.in and the website of KFinTech at https://evoting.kfintech.com. The results shall simultaneously be communicated to the BSE Limited, Stock Exchange on which the shares of the Company are listed and will also be displayed at the Registered Office of the Company.
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SPECIAL BUSINESS
- Appointment of Mr. James Wenner (DIN: 11650998) as a Director of the Company
To consider and if thought fit, to pass the following resolution as an Ordinary Resolution:
RESOLVED That in accordance with the provisions of Section 149, 152 and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and upon recommendation of the Nomination and Remuneration Committee and Board of Directors (hereinafter referred to as the “Board”) of the Company, Mr. James Wenner (DIN: 11650998), who was appointed as an Additional (Non-Executive) Director of the Company with effect from April 23, 2026, pursuant to the provisions of Section 161 of the Act and Article 113 of the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, be and is hereby appointed as a Non-Executive Director of the Company, liable to retire by rotation.
RESOLVED Further That the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
- Appointment of Mr. Neeraj Jain (DIN: 00348591) as an Independent Director of the Company
To consider and if thought fit, to pass the following resolution as a Special Resolution:
RESOLVED That in accordance with the provisions of Sections 149, 150 and 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), and upon recommendation of the Nomination and Remuneration Committee and Board of Directors (hereinafter referred to as the “Board”) of the Company, the appointment of Mr. Neeraj Jain (DIN: 00348591) who was appointed as an Additional Director, designated as an Independent Director, with effect from April 25, 2026, pursuant to the provisions of Section 161 of the Act and Article 113 of the Articles of Association of the Company and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a Member proposing his candidature for the office of Director, being eligible, as an Independent Director of the Company, not liable to retire by rotation and to hold office for a period of 3 (three) consecutive years with effect from April 25, 2026, be and is hereby approved.
RESOLVED Further That the Board of Directors be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.
By Order of the Board of Directors
Place: Mumbai
Date: April 22, 2026
Sangeeta Shetty
Company Secretary and Compliance Officer
Membership No.: ACS 18865
Registered Office:
Abbott India Limited
3, Corporate Park,
Sion-Trombay Road,
Mumbai – 400 071
CIN: L24239MH1944PLC007330
Website: www.abbott.co.in
Email: [email protected]
Tel.: +91 22 5046 1000/ 2000
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NOTES
-
The Explanatory Statement pursuant to the provisions of Section 102(1) and other applicable provisions of the Act read with the Rules framed thereunder, setting out all material facts relating to the resolutions mentioned in this Postal Ballot Notice is annexed hereto. Additional information, pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standards on General Meetings ("SS-2"), in respect of the Director seeking appointment is furnished as Annexure to the Notice.
-
In compliance with the MCA Circulars, this Postal Ballot Notice is being sent only through electronic mode to those Members whose names appear on the Register of Members/ Register of Beneficial Owners as on May 8, 2026 ("Cut-Off Date") received from the Depositories and whose e-mail address is registered with the Company/ Registrar and Transfer Agent/ Depository Participants/ Depositories. Physical copies of the Postal Ballot Notice along with postal ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot.
-
This Postal Ballot Notice will also be available on the Company's website at www.abbott.co.in, website of the Stock Exchange, i.e. BSE Limited at www.bseindia.com and on the website of KFinTech at https://evoting.kfintech.com.
-
In accordance with the MCA Circulars, the Company has made necessary arrangements for the Members to register their e-mail address. Members who have not registered their e-mail address are requested to register the same (i) with the Depository Participant(s) where they maintain their demat accounts, if the shares are held in electronic form, and (ii) Members holding shares in physical mode, who have not registered/ updated their e-mail address with the Company, are requested to register/ update their e-mail address by submitting Form ISR-1 (available at https://www.abbott.co.in/investor-relations/investor-centre/investor-download-centre.html) duly filled and signed along with requisite supporting documents to KFintech at Selenium Tower B, Plot Nos. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032.
-
Only a person, whose name is recorded in the Register of Members/ Register of Beneficial Owners, as on the Cut-Off Date, maintained by the Depositories shall be entitled to participate in the e-voting. A person who is not a Member as on the Cut-Off Date, should treat this Postal Ballot Notice for information purpose only.
-
Voting rights of a Member/ Beneficial Owner (in case of electronic shareholding) shall be in proportion to his/ her/ its shareholding in the paid-up equity share capital of the Company as on the Cut-Off Date.
-
Pursuant to the provisions of Sections 108, 110 and other applicable provisions of the Act and the Rules made thereunder, the MCA Circulars, Regulation 44 of the SEBI Listing Regulations read with Section VI-C of the SEBI Master Circulars bearing reference no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 and SS-2 and any amendments thereto, the Company is providing the facility to the Members to exercise their right to vote on the proposed resolutions electronically. The instructions for e-voting are provided as part of this Postal Ballot Notice.
-
The remote e-voting facility will be available during the following voting period:
| Commencement of e-voting | 9.00 a.m. (IST) on May 18, 2026 |
|---|---|
| End of e-voting | 5.00 p.m. (IST) on June 16, 2026 |
The remote e-voting will not be allowed beyond the aforesaid date and time and the remote e-voting module shall be forthwith disabled by KFinTech upon expiry of the aforesaid period.
-
The resolutions, if approved, shall be deemed to have been passed on the last date of e-voting i.e., June 16, 2026.
-
All the documents referred to in this Postal Ballot Notice will be available for inspection electronically without any fee by the Members from the date of circulation of this Postal Ballot Notice until the last date of e-voting. Members seeking to inspect such documents can send an email to [email protected] mentioning his/ her/ its folio number/ DP ID and Client ID.
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- Procedure for e-voting:
(i) E-voting Facility:
a. The Company is providing e-voting facility of KFinTech to its Members to exercise their right to vote on the proposed resolutions by electronic means.
b. The manner of e-voting by (i) individual Shareholders holding shares of the Company in demat mode, (ii) Shareholders other than individuals holding shares of the Company in demat mode, (iii) all Shareholders holding shares of the Company in physical mode is given below.
(ii) Information and instructions relating to e-voting:
Once the vote on a resolution is cast by a Member, whether partially or otherwise, the Member shall not be allowed to change it subsequently or cast the vote again.
Information and instructions for e-voting by Individual Shareholders holding shares of the Company in demat mode:
As per the SEBI Master Circular, all individual Shareholders holding shares of the Company in demat mode can cast their vote, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. The procedure to login and access e-voting, as devised by the Depositories/ Depository Participant(s), is given below:
Login method for e-voting for Individual Shareholders holding securities in demat mode:
| Type of Shareholders | Login Method |
|---|---|
| Individual Shareholders holding securities in demat mode with NSDL | 1. User already registered for IDeAS facility: |
| a. Visit URL: https://eservices.nsdl.com. | |
| b. Click on the “Beneficial Owner” icon under “Login” under “IDeAS” section. | |
| c. On the new page, enter User ID and Password. | |
| d. Post successful authentication, click on “Access to e-voting”. | |
| e. Click on Company name or e-voting service provider and you will be re-directed to e-voting service provider website for casting the vote during the e-voting period. | |
| 2. User not registered for IDeAS e-Services | |
| a. To register click on link: https://eservices.nsdl.com. | |
| b. Select “Register Online for IDeAS” or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp. | |
| c. Proceed with completion of required fields. | |
| d. Follow steps given in point 1. | |
| 3. Alternatively, by directly accessing the e-voting website of NSDL | |
| a. Open URL: https://www.evoting.nsdl.com. | |
| b. Click on the icon “Login” which is available under “Shareholder/ Member” section. |
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| Type of Shareholders | Login Method |
|---|---|
| c. A new screen will open. You will have to enter your User ID (i.e., your 16-digit demat account number held with NSDL), Password/ OTP and a Verification Code as shown on the screen. | |
| d. Post successful authentication, you will be requested to select the name of the Company and the e-voting service provider name, i.e., KFinTech. | |
| e. On successful selection, you will be redirected to KFinTech e-voting page for casting your vote during the e-voting period. | |
| Individual Shareholders holding securities in demat mode with CDSL | 1. Existing User who have opted for Easi/ Easiest |
| a. Visit URL: https://web.cdslindia.com/myeasitoken/home/login | |
| or URL: www.cdslindia.com and click on Login – My Easi New (Token). | |
| b. Login with your registered User ID and Password. | |
| c. The User will see the e-voting Menu. The Menu will have links of Event Service Provider (“ESP”) i.e., KFinTech e-voting portal. | |
| d. Click on e-voting service provider name to cast your vote. | |
| 2. User not registered for Easi/ Easiest | |
| a. Option to register is available at https://web.cdslindia.com/myeasitoken/Home/EasiRegistration | |
| b. Proceed with completing the required fields. | |
| c. Follow the steps given in point 1. | |
| 3. Alternatively, by directly accessing the e-voting website of CDSL | |
| a. Visit URL: https://evoting.cdslindia.com/Evoting/EvotingLogin. | |
| b. Provide your Demat Account Number and PAN. | |
| c. System will authenticate User by sending OTP on registered Mobile & Email as recorded in the demat account. | |
| d. After successful authentication, User will be provided links for the respective ESP, i.e., KFinTech where the e-voting is in progress. | |
| Individual Shareholder login through their demat accounts/ website of Depository Participant | 1. You can also login using the login credentials of your demat account through your DP registered with NSDL/ CDSL for e-voting facility. |
| 2. Once logged-in, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-voting feature. | |
| 3. Click on options available against Company name or e-voting service provider – KFinTech and you will be redirected to e-voting website of KFinTech for casting your vote during the e-voting period without any further authentication. |
Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID and Forgot Password options available on respective websites.
Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depositories i.e., NSDL and CDSL:
| Login type | Helpdesk details |
|---|---|
| Securities held with NSDL | Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30. |
| Securities held with CDSL | Please contact CDSL helpdesk by sending a request at [email protected] or contact at 022-23058738 or 022-23058542-43. |
Login method for e-voting for (i) Shareholders other than Individual Shareholders holding securities in demat mode and (ii) All Shareholders holding securities in Physical Mode:
Members whose email IDs are registered with the Company/Depository Participants, will receive an email from KFinTech which will include details of E-Voting Event Number (EVEN), User ID and Password. They will have to follow the below process:
a. Launch internet browser by typing the URL: https://evoting.kfintech.com.
b. Enter the login credentials, i.e., User ID and Password mentioned below in this communication. Your Folio No./ DP ID/ Client ID will be your User ID.
c. After entering the details appropriately, click on Login.
d. You will reach the password change menu, wherein you are required to change your password mandatorily. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$,etc.). The system will prompt you to change your password and update any contact details like mobile, e-mail etc., on the first login. You may also enter a secret question and answer of your choice to retrieve your password if you forget it. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
e. You need to login again with the new credentials.
f. On successful login, the system will prompt you to select the EVENT, i.e., "ABBOTT INDIA LIMITED POSTAL BALLOT" and click on "Submit".
g. On the voting page, enter the number of shares as on the Cut-Off Date, i.e., May 8, 2026 under FOR/ AGAINST; alternatively, you may enter partially any number in FOR and partially in AGAINST, but the total number in FOR/ AGAINST taken together should not exceed the total shareholding.
h. Shareholders holding multiple folios/ demat account shall undertake the voting process separately for each folio/ demat account.
i. Cast your vote by selecting an appropriate option and click on SUBMIT. A confirmation box will be displayed. Click “OK” to confirm; else “CANCEL” to modify. Once you confirm, you will not be allowed to modify your vote. During the voting period, Shareholders can login any number of times till they have voted on the resolution.
j. Corporate/ Institutional Shareholders (Corporate/ FIs/ FIIs /Trust/ Mutual Funds/ Banks etc.) are required to e-mail scan (PDF format) of the relevant Board Resolution to the Scrutinizer at [email protected] with a copy marked to [email protected]. The scanned image of the abovementioned documents should be in the naming format “ABBOTT INDIA LIMITED – Postal Ballot”.
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k. Once the Shareholder casts a vote on the resolution, he/he shall not be allowed to change it subsequently.
l. In case of any queries, you may contact KFinTech at Toll Free No. 1800 309 4001.
m. It is strongly recommended not to share your password with any other person and take utmost care to keep it confidential. Neither the Company nor the Scrutinizer will be responsible for any consequences of you having shared or disclosed the password (whether original or changed) with or to any person, including your inability to access the e-voting platform thereafter or even cast your vote.
Contact details in case of any query or concern or for addressing e-voting related grievances:
Members may refer to the remote e-voting User Manual or Help and Frequently Asked Questions (FAQs), available at the Downloads section of KFinTech at https://evoting.kfintech.com or contact Mr. Anandan K, Senior Manager - Corporate Registry, KFin Technologies Limited, Selenium Tower B, Plot Nos. 31 & 32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032, India, e-mail: [email protected], Toll-free No.: 1800 309 4001, or write to the Company Secretary at [email protected].
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Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013 read with Rule 22 of the Companies (Management and Administration) Rules, 2014, Secretarial Standard on General Meetings ("SS-2") and additional information as required under Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
The following Statement sets out all material facts relating to the businesses mentioned in the accompanying Notice:
Item No. 1
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company vide resolution dated April 22, 2026 appointed Mr. James Wenner (DIN: 11650998), as an Additional (Non-Executive) Director of the Company with effect from April 23, 2026 pursuant to the provisions of Section 161 of the Companies Act, 2013, and 113 of the Articles of Association of the Company.
Mr. James Wenner is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. James Wenner that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority.
The Company has also received a notice under Section 160 of the Act from a Member proposing the candidature of Mr. James Wenner for the office of Director of the Company. In the opinion of the Board of Directors, Mr. James Wenner possesses appropriate skills, experience, knowledge and capabilities, required for the role of Director.
Mr. James Wenner is Vice President, Treasurer for Abbott Laboratories, USA. He was appointed to his current role in November 2025. James previously served as Vice President, Internal Audit for Abbott Laboratories, USA. He joined Abbott in 1994 as a Senior Auditor and has since held numerous finance leadership roles within the Nutrition and Diagnostics businesses. James is active in Abbott's Finance Development Committee. He also serves as Chairman of the Board for ALEC, the Abbott and AbbVie sponsored employee credit union. Prior to joining Abbott, James was a Certified Public Accountant with Deloitte. He holds a degree in Accounting from Michigan State University.
Details of Mr. James Wenner pursuant to the provisions of (i) the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations"); and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, ("SS-2"), are provided in the "Annexure" to this Postal Ballot Notice.
In accordance with the provisions of Sections 149, 152 and other applicable provisions of the Act, appointment of Mr. James Wenner as Director requires approval of Members of the Company.
Accordingly, the approval of Members is sought for appointment of Mr. James Wenner as a Director of the Company, liable to retire by rotation.
Mr. James Wenner is interested in the resolution set out at Item No.1 of this Postal Ballot Notice with regard to his appointment. Relatives of Mr. James Wenner may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
The Board of Directors commends the Ordinary Resolution set out at Item No. 1 of this Postal Ballot Notice for approval by the Members.
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Item No. 2
The Nomination and Remuneration Committee, after evaluating and considering the skills, experience and knowledge that would be available to the Board of Directors and pursuant to the provisions of the Companies Act, 2013 ("the Act") read with the Articles of Association of the Company, recommended to the Board of Directors, appointment of Mr. Neeraj Jain (DIN: 00348591) as an Independent Director of the Company in the vacancy created upon completion of second term of Ms. Anisha Motwani (DIN: 06943493), Independent Director, on April 24, 2026.
The Board of Directors, vide resolution dated April 22, 2026, considered the recommendation and appointed Mr. Neeraj Jain (DIN: 00348591) as an Additional Director, designated as an Independent Director of the Company with effect from April 25, 2026. The Board of Directors also approved that the term of office of Mr. Neeraj Jain as an Independent Director will be for 3 (three) consecutive years from April 25, 2026, subject to the approval of Members of the Company.
Mr. Neeraj Jain is qualified to be appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director. The Company has also received a declaration from Mr. Neeraj Jain that he meets the criteria of independence as prescribed, both, under Section 149(6) of the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI Listing Regulations") and that he is not debarred from holding the office of director by virtue of any order passed by the Securities and Exchange Board of India / Ministry of Corporate Affairs or any such statutory authority. Mr. Neeraj Jain is registered with the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs (IICA).
The Company has also received a notice under Section 160 of the Act from a Member proposing the candidature of Mr. Neeraj Jain for the office of Independent Director of the Company. In the opinion of the Board of Directors, Mr. Neeraj Jain fulfils the conditions for appointment as an Independent Director as specified in the Act and the SEBI Listing Regulations. Mr. Neeraj Jain is independent of the management, is a person of integrity and possesses relevant expertise, experience, skills and knowledge, required for the role of Independent Director.
Mr. Neeraj Jain is a rank holder Chartered Accountant and Company Secretary with over 30 years of management experience in finance, supply chain and business across diversified industries at Johnson & Johnson (J&J) and Hindustan Unilever (HUL). His key areas of expertise include strategic business partnering, process excellence, controllership, M&A, business reorganization and talent development.
Mr. Neeraj Jain began his career in management consulting at A F Fergusons. He subsequently spent seventeen years with HUL, holding positions of increasing responsibility, the last being the General Manager, Commercial (Exports). He led and executed several M&A and divestment deals, set up joint venture overseeing finance, IT, procurement and HR. Later he reorganized the exports business where he was also the board member of Ponds Exports Limited.
Mr. Neeraj Jain later joined J&J, where he served for thirteen years in senior leadership roles, including Vice President Finance/ Chief Financial Officer. He was a member of the India Management Board and served as a director on the board of the orthopedics business. He introduced the finance business partnering model in India, led process simplification and standardization while driving compliance and cost optimization. He transitioned in acquired companies, transitioned out businesses while optimising results and remodelled the ASEAN countries to a business unit-based structure. He also worked on a global strategic project to refine key business strategies relevant for next twenty-five years for J&J Medical globally.
Post retirement from J&J in 2020, Mr. Neeraj Jain co-founded Vinners, an angel investment platform comprising approximately 150 CXOs, and serves as founding director of the entity responsible for investment decisions and governance oversight.
Mr. Neeraj Jain was recognized among the 100 most influential CFOs in India by CIMA in 2016 and by 9.9 Media in 2015.
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With his deep understanding of finance, audit, risk and governance; extensive experience in the healthcare and consumer sectors; and demonstrated independence and boardroom acumen, Mr. Neeraj Jain brings the requisite competence, integrity and judgment to serve as an Independent Director of the Company.
Details of Mr. Neeraj Jain pursuant to the provisions of (i) the SEBI Listing Regulations; and (ii) Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are provided in the "Annexure" to this Postal Ballot Notice.
He shall be paid remuneration by way of fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in such meetings and commission as approved by the Company.
In accordance with the provisions of Sections 149, 150, 152 read with Schedule IV to the Act and other applicable provisions of the Act, appointment of Mr. Neeraj Jain as an Independent Director requires approval of Members of the Company.
Further, in terms of Regulation 25(2A) of the SEBI Listing, appointment of Mr. Neeraj Jain as an Independent Director requires approval of Members of the Company by passing a special resolution.
Accordingly, the approval of Members is sought for appointment of Mr. Neeraj Jain as an Independent Director of the Company.
Copy of the letter of appointment issued to Mr. Neeraj Jain setting out the terms and conditions of appointment is available for inspection by the Members electronically. Members seeking to inspect the same can send an email to [email protected].
Mr. Neeraj Jain is interested in the resolution set out at Item No. 2 of this Postal Ballot Notice with regard to his appointment. Relatives of Mr. Neeraj Jain may be deemed to be interested in the resolution to the extent of their shareholding interest, if any, in the Company.
Save and except the above, none of the other Directors/ Key Managerial Personnel of the Company/ their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.
The Board of Directors commends the Special Resolution set out at Item No. 2 of this Postal Ballot Notice for approval by the Members.
By Order of the Board of Directors
Sangeeta Shetty
Company Secretary and Compliance Officer
Membership No.: ACS 18865
Place: Mumbai
Date: April 22, 2026
Registered Office:
Abbott India Limited
3, Corporate Park,
Sion-Trombay Road,
Mumbai - 400 071
CIN: L24239MH1944PLC007330
Website: www.abbott.co.in
Email: [email protected]
Tel.: +91 22 5046 1000/ 2000
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Annexure to the Postal Ballot Notice
Disclosures relating to Director pursuant to Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Secretarial Standards on General Meetings:
| Name of the Director | Mr. James Wenner | Mr. Neeraj Jain |
|---|---|---|
| DIN | 11650998 | 00348591 |
| Date of Birth | September 23, 1967 | February 2, 1962 |
| Age | 58 years | 64 years |
| Date of first appointment on the Board | April 23, 2026 | April 25, 2026 |
| Qualifications | Degree in Accounting from Michigan State University | Chartered Accountant and Company Secretary |
| Experience (including expertise in specific functional area) / Brief Resume | Mr. Wenner is Vice President, Treasurer for Abbott Laboratories, USA. He was appointed to his current role in November 2025. | |
| Mr. Wenner previously served as Vice President, Internal Audit for Abbott Laboratories, USA. He joined Abbott in 1994 as a Senior Auditor and has since held numerous finance leadership roles within the Nutrition and Diagnostics businesses. James is active in Abbott's Finance Development Committee. He also serves as Chairman of the Board for ALEC, the Abbott and AbbVie sponsored employee credit union. | ||
| Prior to joining Abbott, Mr. Wenner was a Certified Public Accountant with Deloitte. | Mr. Jain has management experience in finance, supply chain and business across diversified industries. His key areas of expertise include strategic business partnering, process excellence, controllership, M&A, business reorganization and talent development. | |
| Mr. Jain has led and executed several M&A and divestment deals, set up joint venture overseeing finance, IT, procurement and HR. He has also led process simplification and standardization while driving compliance and cost optimization, transitioned in acquired companies and transitioned out businesses. | ||
| Mr. Jain co-founded Vinners, an angel investment platform and serves as founding director of the entity responsible for investment decisions and governance oversight. | ||
| Terms and Conditions of Appointment | Liable to retire by rotation. Other terms and conditions of appointment are as specified in the resolution set out in the Postal Ballot Notice read with Explanatory Statement thereto. | 3 (three) consecutive years with effect from April 25, 2026, not liable to retire by rotation. Other terms and conditions of appointment are as specified in the resolution set out in the Postal Ballot Notice read with Explanatory Statement thereto. |
| Remuneration last drawn (including sitting fees, if any) | Not Applicable | Not Applicable |
| Details of Remuneration sought to be paid | NIL | Fee for attending meetings of the Board or Committees thereof or for any other meetings as may be decided by the Board of Directors, reimbursement of expenses for participating in such meetings and Commission as approved by the Company. |
| Shareholding in the Company including shareholding as a beneficial owner as on date of Postal Ballot Notice | NIL | NIL |
|---|---|---|
| Relationship with other Directors/ Key Managerial Personnel | None | None |
| Number of Meetings of the Board attended as Director during the financial year | Not Applicable | Not Applicable |
| Directorships of other Boards as on date of Postal Ballot Notice | NIL | Listed Public Limited companies: |
| i) Popular Vehicles and Services Limited | ||
| ii) Radiowalla Network Limited | ||
| Unlisted Public Limited companies: | ||
| iii) Gromax Agri Equipment Limited | ||
| Private Limited companies: | ||
| iv) Tata Pension Fund Management Private Limited | ||
| v) Tata Trustee Company Private Limited | ||
| vi) Value Angels Network Private Limited | ||
| Membership/ Chairmanship of Committees of other Boards as on date of Postal Ballot Notice | NIL | i) Popular Vehicles and Services Limited - Chairman of Risk Management Committee, Member of Audit Committee and Nomination and Remuneration Committee |
| ii) Radiowalla Network Limited - Chairman of Audit Committee, Member of Nomination and Remuneration Committee and Stakeholder Relationship Committee | ||
| iii) Gromax Agri Equipment Limited - Member of Audit Committee and Nomination and Remuneration Committee |
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| | | iv) Tata Pension Fund Management Private Limited – Chairman of Audit Committee and Risk Management Committee
v) Tata Trustee Company Private Limited – Chairman of Risk Management Committee, Member of Nomination and Remuneration Committee and Audit Committee |
| --- | --- | --- |
| Listed entities from which the Director has resigned in the past three years | None | None |
By Order of the Board of Directors
Sangeeta Shetty
Company Secretary and Compliance Officer
Membership No.: ACS 18865
Registered Office:
Abbott India Limited
3, Corporate Park,
Sion-Trombay Road,
Mumbai – 400 071
CIN: L24239MH1944PLC007330
Website: www.abbott.co.in
Email: [email protected]
Tel.: +91 22 5046 1000/ 2000