United Foodbrands Limited has announced the incorporation of a new step-down subsidiary in Qatar as part of its Middle East expansion strategy. The company informed stock exchanges on February 25, 2026, about the establishment of Barbeque Nation Restaurant W.L.L in Doha, Qatar, which received approval from the Department of Commercial Registration & Permits, Ministry of Commerce and Industry, State of Qatar on February 24, 2026.

Subsidiary Structure and Ownership

The new entity was incorporated by Barbeque Nation MENA Holding Limited, a wholly owned subsidiary of United Foodbrands domiciled in Dubai, United Arab Emirates. This structure makes Barbeque Nation Restaurant W.L.L a step-down subsidiary of the parent company.

Business Operations and Strategic Intent

The newly incorporated subsidiary is authorized to carry on restaurant and mobile food service activities, which aligns directly with United Foodbrands' core business operations. The company stated that the establishment aims to explore business opportunities in the State of Qatar, representing a strategic expansion into the Gulf region.

Regulatory Compliance and Related Party Status

The incorporation falls under the provisions of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As a step-down subsidiary, Barbeque Nation Restaurant W.L.L is classified as a related party under Section 2(76) of the Companies Act, 2013.

The company clarified that none of the promoters, members of the promoter group, or directors have any financial or other interest in the newly incorporated subsidiary. The business activities of the step-down subsidiary remain consistent with the main line of business of the listed entity.

Financial Structure

Barbeque Nation MENA Holding Limited has subscribed to 60 shares out of the total 100 shares, representing a 60% ownership stake in the Qatar-based entity. The subscription amount of QAR 120,000 reflects the company's commitment to establishing operations in the Qatari market.

As a newly incorporated entity, Barbeque Nation Restaurant W.L.L does not have historical turnover or net worth figures. The company indicated that no additional governmental or regulatory approvals were required for this incorporation, and no specific timeline for completion was mentioned as the incorporation process has already been completed.

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:

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:

ESOP Plan 2022 Re-pricing Summary:

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:

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.