Key Resolutions for Approval

The company seeks shareholder approval through postal ballot for three special resolutions:

1. Adoption of 'Aditya Birla Real Estate Limited Employee Stock Options & Performance Stock Units Scheme 2026' (ABREL ESOP Scheme 2026)

2. Extension of ESOP scheme benefits to employees of subsidiary companies

3. Approval for: (a) secondary acquisition of equity shares by CTIL Employee Welfare Trust for ESOP implementation, and (b) grant of financial assistance up to ₹124 crores by the company to the Trust

ESOP Scheme Details

  • Maximum stock options: 829,000 (0.74% of paid-up equity share capital)
  • Face value: ₹10 per share
  • Grant includes both Employee Stock Options (ESOPs) and Performance Stock Units (PSUs)
  • Scheme administered through CTIL Employee Welfare Trust
  • Secondary acquisition only (no new share issuance)
  • Maximum grant per employee: 200,000 options (0.18% of equity)

Financial Assistance

  • Company to provide interest-free financial assistance up to ₹124 crores to the Trust
  • Funds to be used for secondary acquisition of company shares
  • Repayment from exercise price received from employees
  • Assistance provided as loan/guarantee/security without interest

Voting Details

  • Cut-off date for voting eligibility: October 16, 2026
  • Remote e-voting period: October 25, 2026 (9:00 AM IST) to November 23, 2026 (5:00 PM IST)
  • E-voting service provider: National Securities Depository Limited (NSDL)
  • Results declaration: By November 25, 2026 (5:00 PM IST)
  • Scrutinizer: Mr. Gagan B. Gagrani (or Mr. Sanjay H. Sangani as alternate)

Eligibility Criteria

Eligible employees include:

  • Employees working exclusively in India or outside India
  • Directors (whole-time or not) excluding independent directors
  • Employees of subsidiary companies

Excluded categories:

  • Promoters or persons belonging to promoter group
  • Directors holding more than 10% of outstanding equity shares

Vesting and Exercise Terms

  • Minimum vesting period: 1 year
  • Maximum vesting period: 5 years from grant date
  • Exercise period: Up to 5 years from vesting date
  • Option exercise price: Market price on grant date
  • PSU exercise price: Face value (₹10) on grant date
  • Typical grant ratio: 75% Options, 25% PSUs

Additional Information

  • Scheme objectives: Talent retention, performance alignment, employee ownership culture
  • Accounting: Fair value method for employee compensation cost
  • No lock-in period for shares except in specific termination cases
  • Documents available for inspection at registered office until November 23, 2026
  • Notice available on company website (www.adityabirlarealestate.com) and NSDL website (www.evoting.nsdl.com)