Aditya Birla Fashion and Retail Limited (ABFRL) announced that its Board of Directors, at a meeting held on August 8, 2026, approved the introduction and adoption of the "Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2026" (ABFRL ESOP Scheme 2026).

The approval was based on the recommendation of the Nomination and Remuneration Committee (NRC). The scheme is subject to approval by the company's shareholders.

Key Scheme Details:

  • Total Options: The aggregate number of stock options proposed to be granted shall not be exercisable into more than 3,12,95,000 (3.12 crore) equity shares
  • Dilution Impact: This represents approximately 2.5% of the paid-up equity share capital of the Company on a fully diluted basis
  • Grant Structure: Options may be granted in one or more tranches
  • Regulatory Compliance: The scheme is structured in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB SE Regulations)
  • Implementation Method: The scheme shall be implemented through the issuance of new equity shares by the Company

Pricing and Exercise Terms:

  • Exercise Price: Shall not be less than the face value of the shares and shall not exceed the prevailing fair market value on the grant date
  • Pricing Determination: Final exercise price to be decided by the NRC, subject to compliance with SEBI SBEB SE Regulations and accounting policies
  • Conversion Ratio: Each vested option entitles the eligible employee to apply for and be allotted 1 (One) equity share of the Company

Vesting and Exercise Period:

  • Vesting Period: Minimum period of one (1) year between grant of options and vesting of options
  • Exercise Window: Vested options must be exercised within a maximum period of 5 years from the date of vesting
  • Exercise Conditions: Exercise requires payment of exercise price and applicable taxes according to the terms of the scheme

Eligibility:

The grant of stock options shall be made to eligible employees in accordance with the eligibility criteria prescribed under the Scheme.

Meeting Details:

  • Meeting Date: August 8, 2026 (Saturday)
  • Meeting Duration: Commenced at 1:00 PM and concluded at 2:55 PM

Additional Information:

The disclosure was signed by Rajeev Agrawal, Company Secretary & Compliance Officer (ACS 18877). The information is available on the company's website at www.abfrl.com.

Not Applicable Sections:

The following sections were marked "Not Applicable" as this disclosure pertains only to board approval of the scheme:

  • Options vested
  • Options exercised
  • Money realized by exercise of options
  • Total number of shares arising from exercise of option
  • Options lapsed
  • Variation of terms of options
  • Subsequent changes or cancellation or exercise of such options
  • Diluted earnings per share