News Corporate Actions United Foodbrands Limited Issues Postal Ballot Notice for Employee Stock Option Plan ModificationsUnited Foodbrands Limited Issues Postal Ballot Notice for Employee Stock Option Plan Modifications
United Foodbrands Limited has issued a postal ballot notice dated January 30, 2026, seeking shareholder approval for four special resolutions related to employee stock option plan modifications. The company proposes re-pricing ESOPs granted during FY 2023-24 and 2024-25 with a revised exercise price of ₹173.89 per option, affecting 4,04,840 options under ESOP Plan 2015 and 3,88,972 options under ESOP Plan 2022. Additionally, both ESOP plans will be modified to extend the maximum exercise period from 5 years to 10 years. The e-voting period runs from February 18 to March 19, 2026, with results announced by March 22, 2026.
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United Foodbrands Limited has issued a comprehensive postal ballot notice dated January 30, 2026, seeking shareholder approval for significant modifications to its employee stock option plans. The company, formerly known as Barbeque-Nation Hospitality Limited, has proposed four special resolutions aimed at restructuring its employee incentive framework.
Key Proposals for Shareholder Approval
The postal ballot encompasses four critical special business items that require shareholder consent through remote e-voting:
| Item No. | Business Description | Resolution Type |
|---|---|---|
| 1 | Re-pricing of ESOPs granted during FY 2023-24 under ESOP Plan 2015 | Special Resolution |
| 2 | Re-pricing of ESOPs granted during FY 2023-24 and 2024-25 under ESOP Plan 2022 | Special Resolution |
| 3 | Modification of ESOP Plan 2015 | Special Resolution |
| 4 | Modification of ESOP Plan 2022 | Special Resolution |
ESOP Re-pricing Details
The company proposes to re-price employee stock options with a revised exercise price of ₹173.89 per option, determined based on the closing price on the National Stock Exchange of India Limited as of January 29, 2026. This re-pricing addresses the significant decline in market price that has rendered existing options substantially out-of-the-money.
ESOP Plan 2015 Re-pricing Summary:
| Parameter | Details |
|---|---|
| Original Grant Date | August 7, 2023 |
| Options Originally Granted | 4,83,080 |
| Original Exercise Price | ₹721.40 |
| Active Options (as of January 30, 2026) | 4,04,840 |
| Revised Exercise Price | ₹173.89 |
| New Vesting Date | January 30, 2029 |
ESOP Plan 2022 Re-pricing Summary:
| Grant Date | Original Options | Original Price (₹) | Active Options | Revised Price (₹) |
|---|---|---|---|---|
| August 7, 2023 | 1,94,472 | 721.40 | 1,94,472 | 173.89 |
| February 5, 2024 | 9,500 | 622.50 | 6,500 | 173.89 |
| May 23, 2024 | 40,000 | 526.50 | 40,000 | 173.89 |
| November 12, 2024 | 1,53,000 | 541.50 | 1,48,000 | 173.89 |
| Total | 3,96,972 | 3,88,972 |
Plan Modifications
The company seeks to enhance flexibility in both ESOP plans by extending the maximum exercise period from 5 years to 10 years from the date of vesting. The modifications also authorize the Nomination and Remuneration Committee to determine actual exercise periods and extend them as necessary, subject to the 10-year maximum limit.
Additionally, the maximum vesting period for re-priced options will increase from 5 years to 10 years, providing greater administrative flexibility while maintaining alignment with long-term shareholder interests.
E-Voting Schedule and Process
The company has appointed Central Depository Services (India) Limited as the e-voting service provider. Shareholders can participate in the remote e-voting process according to the following schedule:
| Event | Date and Time |
|---|---|
| Cut-off Date for Eligibility | Friday, February 13, 2026 |
| E-Voting Commencement | Wednesday, February 18, 2026 at 09:00 A.M. (IST) |
| E-Voting End | Thursday, March 19, 2026 at 05:00 P.M. (IST) |
| Results Announcement | On or before March 22, 2026 |
Mr. Parameshwar G. Bhat, Practising Company Secretary, has been appointed as the Scrutinizer to conduct the postal ballot e-voting process. The company will send the notice only through electronic mode to shareholders whose email addresses are registered with the company, depositories, or depository participants.
Strategic Rationale
The company's management has identified that the current exercise prices of outstanding ESOPs have become substantially higher than prevailing market prices due to broader sectoral and macroeconomic factors. This situation has rendered the options ineffective as retention and motivation tools, potentially increasing the risk of key talent attrition.
The re-pricing initiative, coupled with a full reset of the vesting period to three years from January 30, 2026, aims to restore the retention value of ESOPs while ensuring employees realize value only through future share price appreciation. The Board confirms that the re-pricing does not increase total option grants or result in additional dilution beyond previously approved limits.
The proposed resolutions, if approved with requisite majority, will be deemed passed on March 19, 2026, the last day of e-voting. Results will be displayed on the company's website and communicated to stock exchanges in accordance with SEBI regulations.
Historical Stock Returns for United Foodbrands
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -0.32% | -1.57% | +31.34% | -0.70% | -13.42% | -57.01% |
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