Resolutions Considered

Two special resolutions were put to vote through postal ballot:

1. Resolution 1: To approve adoption of the 'Aditya Birla Fashion and Retail Limited Employee Stock Option Scheme 2026' (ABFRL ESOP Scheme 2026)

2. Resolution 2: To approve extending the benefits of the ABFRL ESOP Scheme 2026 to employees of the subsidiary company(ies) of the Company

Voting Results Summary

Both resolutions were approved with requisite majority:

  • Total outstanding shares: 1,216,815,066
  • Total votes polled: 827,711,875 (68.0228% of outstanding shares)
  • Promoters were not interested in either resolution

Resolution 1 - Adoption of ESOP Scheme 2026

  • Total votes in favor: 800,346,263 (96.6938% of votes polled)
  • Total votes against: 27,365,612 (3.3062% of votes polled)
  • Result: Passed

Resolution 2 - Extension to Subsidiaries

  • Total votes in favor: 800,345,142 (96.6937% of votes polled)
  • Total votes against: 27,366,708 (3.3063% of votes polled)
  • Result: Passed

Category-wise Voting Breakdown

Promoter and Promoter Group

  • Shares held: 568,911,129
  • Votes polled: 568,911,129 (100% participation)
  • Both resolutions: 100% in favor (568,911,129 votes)

Public Institutions

  • Shares held: 175,746,525
  • Votes polled: 152,417,412 (86.7257% participation)
  • Resolution 1: 125,121,416 in favor (82.0913%), 27,295,996 against (17.9087%)
  • Resolution 2: 125,121,416 in favor (82.0913%), 27,295,996 against (17.9087%)

Public Non-Institutions

  • Shares held: 472,157,412
  • Votes polled: 106,383,334 (22.5313% participation for Resolution 1), 106,383,309 (22.5313% for Resolution 2)
  • Resolution 1: 106,313,718 in favor (99.9346%), 69,616 against (0.0654%)
  • Resolution 2: 106,312,597 in favor (99.9335%), 70,712 against (0.0665%)

Important Notes on Voting

1. Excluded shares: 3,723,126 fully paid-up Equity Shares held by the ABFRL Employee Welfare Trust (falling under "Public Non Institution" category) were excluded from total shares held calculation as they do not carry voting rights in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014

2. Abstentions:

  • Resolution 1: 4,490 shares abstained from voting
  • Resolution 2: 4,515 shares abstained from voting

3. Percentage values are rounded off to four decimal places

Scrutinizer Appointment and Process

  • Scrutinizer: Mr. Dilip Bharadiya, Practicing Company Secretary (FCS 7956; CP 6740) of Dilip Bharadiya & Associates (Firm Registration Number: P2005MH091600)
  • Voting period: October 4, 2026 (9:00 AM IST) to November 2, 2026 (5:00 PM IST)
  • Record date: September 30, 2026
  • Total shareholders on record date: 381,938
  • Service provider: MUFG Intime India Private Limited (formerly Link Intime India Private Limited) provided the e-voting platform (InstaVote)
  • Notice dispatch: Sent via email to 347,346 members who registered their email IDs with the Company/RTA

Additional Information

  • The voting results and scrutinizer's report are available on the company's website: www.abfrl.com
  • The company published advertisements in Financial Express (English - All Editions) and Navshakti (Marathi - Mumbai Edition) on October 4, 2026
  • The scrutinizer confirmed the e-voting process was conducted in a fair and transparent manner
  • All relevant records have been handed over to the Company Secretary for safe custody