1. Allotment of Shares from Exercised ESOPs

The NRCGC approved the allotment of 80,916 equity shares of face value ₹5 each.

  • Reason for Allotment: This allotment was made on account of the exercise of vested Employee Stock Options by employees under the Shoppers Stop Limited Employees Stock Option Plan 2022 (SSL Plan 2022).
  • Impact on Share Capital: Post this allotment, the total paid-up share capital of the company has increased to ₹55,10,28,310, divided into 11,02,05,662 equity shares of ₹5 each.
  • Distinctive Numbers: The allotted shares carry distinctive numbers from 11,01,24,747 to 11,02,05,662 (both inclusive).
  • Exercise Price: The exercise price for all 80,916 shares was ₹5 per share. There was no premium per share (₹0).
  • Lock-in & Ranking: The shares have no lock-in restrictions and will rank pari-passu with the existing equity shares of the company.
  • Materiality: The company has clarified that this allotment is not material in nature.

This disclosure is also made pursuant to Regulation 10(c) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB & SE). The company had previously received consolidated 'in-principle' approval for the plan from both exchanges:

  • BSE: Approval for 20,00,000 equity shares (13,33,000 ESOPs + 6,67,000 RSUs) vide letter dated June 24, 2022 (DCS/IPO/TL/ESOP-IP/2384/2022-23).
  • NSE: Approval for 20,00,000 equity shares (13,33,000 ESOPs + 6,67,000 RSUs) vide letter dated June 15, 2022 (NSE/LIST/31360).

2. Grant of New Stock Options

In the same meeting, the NRCGC approved the grant of new stock options under the SSL Plan 2022 to eligible employees of the company.

  • Total Grant: 74,925 stock options were granted, comprising 49,950 Employee Stock Options (ESOPs) and 24,975 Restricted Stock Units (RSUs).
  • Underlying Shares: These options are for 74,925 equity shares of face value ₹5 each.
  • Pricing Formula:
  • ESOP Exercise Price: ₹337 per option. This price is based on the 6-month average of the daily opening and closing price of the company's shares on the exchange with the highest trading volume, calculated for the date immediately prior to the grant date (July 22, 2026).
  • RSU Exercise Price: ₹5 per option, which is the face value of the underlying share.
  • Vesting Schedule:
  • ESOPs (49,950): 25% vests after each year over a 4-year period from the grant date.
  • RSUs (24,975): 25% vests after the 1st year, 25% after the 2nd year, and 50% after the 4th year from the grant date.
  • Vesting Criteria: Vesting is contingent on the employee's continued employment/service with the company on the relevant vesting date and the achievement of certain performance milestones as may be decided by the committee.
  • Exercise Period: Options may be exercised within 2 (two) years from their respective vesting dates.

Details for several future-dependent metrics (Options exercised, Money realized, Total shares from exercise, Options lapsed, Diluted EPS impact) are stated to be determined after the exercise period is over. There is no variation of terms of options reported.

This disclosure is also in terms of SEBI Master Circular No. HO/49/14/14(7)2025 CFD-POD2/I/3762/2026 dated January 30, 2026.

The letter was signed by Rakeshkumar Saini, Vice President – Legal, CS & Chief Compliance Officer (ACS No: 20257).