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August 8, 2026
BSE Limited National Stock Exchange of India Limited
Scrip code: 535755 Symbol: ABFRL
Sub.: Outcome of the Board Meeting of the Company approving introduction & adoption of Aditya
Birla Fashion and Retail Limited Employee Stock Option Scheme 2026
Ref.: a. Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and
b. SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30,
2026 (“SEBI Master Circular”)
Dear Sir/ Madam,
With reference to the captioned subject, this is to inform that the Board of Directors of the Company
at its meeting held today i.e., Saturday, August 8, 2026, based on the recommendation of Nomination
and Remuneration Committee (hereinafter referred to as “NRC”) have inter alia considered and
approved the introduction & adoption of Aditya Birla Fashion and Retail Limited Employee Stock
Option Scheme 2026 (“ABFRL ESOP Scheme 2026”) in accordance with the provisions of Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI
SBEB SE Regulations”), subject to the approval of members of the Company.
In this regard, brief details in accordance with the SEBI Listing Regulations read with aforesaid
SEBI Master Circular are annexed herewith as Annexure A.
The meeting commenced at 1:00 p.m. and concluded at 2:55 p.m.
This is for your information and records.
The above is being made available on the Company’s website i.e. www.abfrl.com.
Thanking you,
Sincerely,
For Aditya Birla Fashion and Retail Limited
Rajeev Agrawal
Company Secretary & Compliance Officer
ACS 18877
Encl: As above
ADITYA BIRLA FASHION AND RETAIL LIMITED
Registered Office:
Piramal Agastya Corporate Park, Building ‘A’, CIN: L18101MH2007PLC233901 Website: www.abfrl.com
4th and 5th Floor, Unit No. 401, 403, 501, 502, Tel.: +91 86529 05000 E-mail: secretarial@abfrl.adityabirla.com
L.B.S. Road, Kurla, Mumbai - 400 070 Fax: +91 86529 05400
Annexure A
Sr. No. Particulars Details
a) Brief details of options granted The aggregate number of Stock Options proposed to
be granted under the “ABFRL ESOP Scheme 2026”
shall not be exercisable into more than 3,12,95,000
equity shares corresponding to ~2.5% of the paid-
up equity share capital of the Company, on fully
diluted basis, in one or more tranches.
b) Whether the scheme is in terms of SEBI Yes, the ABFRL ESOP Scheme 2026 is in terms of SEBI
SBEB SE Regulations, 2021 (if applicable) SBEB SE Regulations, 2021.
c) Total number of shares covered by these The total number of equity shares covered under
options these shall be 3,12,95,000.
d) Pricing formula The exercise price for the options shall not be less
than face value of the shares of the Company and
shall not exceed the prevailing fair market value of
the shares as on the grant date, or exercise price as
may be decided by the NRC, subject to compliance
with the accounting policies laid down under the
SEBI SBEB SE Regulations, 2021, Regulations. Each
vested Option, upon exercise, shall entitle the
eligible employee to apply for and be allotted 1
(One) equity share of the Company.
e) Options vested Not Applicable, as this outcome is pertaining to
approval of the Scheme by the Board of Directors.
f) Time within which option may be The vested Options shall be exercisable on payment
exercised of exercise price and applicable taxes according to
the terms and conditions as determined and set
forth under the ABFRL ESOP Scheme 2026, within a
maximum period of 5 years from the date of vesting
of such Options.
g) Options exercised
h) Money realized by exercise of options
i) The total number of shares arising as a Not Applicable, as this outcome is pertaining to
result of exercise of option approval of the Scheme by the Board of Directors.
j) Options lapsed
k) Variation of terms of options
ADITYA BIRLA FASHION AND RETAIL LIMITED
Registered Office:
Piramal Agastya Corporate Park, Building ‘A’, CIN: L18101MH2007PLC233901 Website: www.abfrl.com
4th and 5th Floor, Unit No. 401, 403, 501, 502, Tel.: +91 86529 05000 E-mail: secretarial@abfrl.adityabirla.com
L.B.S. Road, Kurla, Mumbai - 400 070 Fax: +91 86529 05400
l) Brief details of significant terms The ABFRL ESOP Scheme 2026 shall be administered
by the NRC, which will function as the
Compensation Committee for the purposes of the
Scheme.
The ABFRL ESOP Scheme 2026 shall be
implemented through the issuance of new equity
shares by the Company.
The grant of stock options under the ABFRL ESOP
Scheme 2026 shall be made to eligible employees in
accordance with the eligibility criteria prescribed
under the Scheme. There shall be a minimum period
of one (1) year between grant of options and vesting
of options.
The granted Options once vested shall entitle the
Option holder to acquire equal number of Equity
Shares, upon payment of exercise price and
applicable taxes in accordance with terms and
conditions of the ABFRL ESOP Scheme 2026.
m) Subsequent changes or cancellation or
exercise of such options
Not Applicable, as this outcome is pertaining to
n) Diluted earnings per share pursuant to
approval of the Scheme by the Board of Directors.
issue of equity shares on exercise of
options
ADITYA BIRLA FASHION AND RETAIL LIMITED
Registered Office:
Piramal Agastya Corporate Park, Building ‘A’, CIN: L18101MH2007PLC233901 Website: www.abfrl.com
4th and 5th Floor, Unit No. 401, 403, 501, 502, Tel.: +91 86529 05000 E-mail: secretarial@abfrl.adityabirla.com
L.B.S. Road, Kurla, Mumbai - 400 070 Fax: +91 86529 05400