Meeting Details

This is a postal ballot process conducted through remote e-voting without a physical meeting. The cut-off date for determining members entitled to vote is Wednesday, September 30, 2026.

Proposed Resolutions and Implications

Resolution 1: To approve adoption of the ABFRL ESOP Scheme 2026, which will grant employee stock options (Options) and/or performance stock units (PSUs) exercisable into not more than 3,12,95,000 equity shares of ₹10 each, representing 2.50% of the paid-up equity share capital on fully diluted basis.

Resolution 2: To approve extending the benefits of the ABFRL ESOP Scheme 2026 to employees of subsidiary companies of the Company.

The scheme aims to provide competitive remuneration, align employee interests with long-term company interests, attract and retain talent, and promote employee ownership culture. Key changes from the previous ESOP Scheme 2025 include increased maximum number of stock options and extended maximum vesting period to 5 years from 4 years.

Voting Process and Methods

The remote e-voting facility will be available through:

  • NSDL: https://eservices.nsdl.com or https://www.evoting.nsdl.com
  • CDSL: https://web.cdslindia.com/myeasitoken/home/login or www.cdslindia.com
  • InstaVOTE: https://instavote.linkintime.co.in

The voting period commences from 9:00 a.m. (IST) on Sunday, October 4, 2026, and closes at 5:00 p.m. (IST) on Monday, November 2, 2026.

Scrutinizer Appointment

Mr. Dilip Bharadiya (FCS 7956 & C.P. No. 6740) and failing him Ms. Shivangini Gohel (ACS 25740 & C.P. No. 9205), Partners of M/s. Dilip Bharadiya & Associates, Company Secretaries, have been appointed as the Scrutinizer for conducting the postal ballot process through remote e-voting in a fair and transparent manner.

Compliance with Regulations

The notice has been issued in compliance with:

  • Section 110 of the Companies Act, 2013
  • Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
  • Secretarial Standard-2 on General Meetings
  • Various MCA and SEBI circulars

The notice has been sent electronically to all members whose email IDs are registered with the Company/RTA/Depositories as of the cut-off date.

Key Scheme Features

  • Maximum grant per employee: 62,59,000 stock options (0.50% of paid-up capital)
  • Exercise price: Market price for Options, face value for PSUs
  • Minimum vesting period: 1 year (except in cases of death or permanent incapacity)
  • Maximum vesting period: 5 years
  • Exercise period: Up to 5 years from vesting date
  • No lock-in period after exercise (except for 'good leavers' as determined by NRC)
  • Fresh issue of equity shares upon exercise

Results Declaration

The results of the e-voting shall be declared on or before Wednesday, November 4, 2026, and will be displayed at the Registered Office of the Company, on the company website (www.abfrl.com), and on the websites of MUFG Intime India Private Limited and the stock exchanges.

Additional Information

The draft ABFRL ESOP Scheme 2026 is available for inspection by shareholders from the date of issuance until November 2, 2026. None of the Directors, Key Managerial Personnel, or their relatives are deemed interested in the resolutions except to the extent that stock options may be lawfully granted to them.