EAAA India ESOP 2024 has 3.185 million options outstanding

EAAA India ESOP 2024 had 3.185 million options outstanding at the prospectus date, after 1.435 million options lapsed and 375,000 options were exercised. Full exercise of the outstanding options would result in 3.185 million equity shares, equal to about 4.93% of the 64.655 million pre-offer equity shares.

How large is the ESOP 2024 option overhang?

ESOP 2024 creates a potential 3.185 million-share employee-option overhang because that number of vested and unvested options remained in force at the prospectus date. An employee stock option gives an eligible employee the right to buy an equity share at the exercise price after applicable vesting conditions are met. The disclosure states that full exercise of the outstanding options would produce 3.185 million equity shares.

The 3.185 million outstanding options equal about 4.93% of the 64,655,246 equity shares outstanding before the offer. If all outstanding options were exercised, the share count would increase to 67,840,246 shares, with the new shares representing about 4.70% of that enlarged total. These percentages are mechanical calculations from the disclosed option count and pre-offer share capital, rather than a forecast that all options will be exercised.

The scheme permits grants of up to 5.136 million options, while aggregate grants totalled 4.995 million options. The difference of 141,000 options is the gap between the scheme limit and the grants disclosed in the prospectus. The disclosure does not state whether lapsed options may be regranted, so the unused capacity is not a disclosed future grant plan.

What caused the ESOP 2024 outstanding total to fall?

The ESOP 2024 outstanding total declined by 1.665 million options from 4.850 million on March 31, 2026 to 3.185 million in the period from July 1, 2026 to the prospectus date. The first reduction was 85,000 options forfeited, lapsed or cancelled by June 30, 2026, reducing the total to 4.765 million. The subsequent partial-period reduction comprised 1.205 million options forfeited, lapsed or cancelled and 375,000 options exercised.

The scheme summary reports 1.435 million options lapsed cumulatively, consisting of 145,000 at March 31, 2026, 85,000 at June 30, 2026 and 1.205 million in the later partial period. It also reports that 375,000 options were exercised. The 4.995 million options granted therefore reconcile with 1.435 million lapsed options, 375,000 exercised options and 3.185 million outstanding options.

The weighted-average exercise price was Rs 933 per option, and the company reported Rs 34.988 crore realised from the exercise of 375,000 options in the latest partial period. The prospectus separately states that 375,000 options vested, excluding 300,000 options that were vested and cancelled, and that all 375,000 stated vested options were exercised. Options already exercised have generated equity shares, whereas only options still outstanding can produce additional shares in future.

How concentrated were ESOP 2024 grants?

ESOP 2024 grants were concentrated in two 1.2 million-option awards to Amit Agarwal and Subahoo Chordia. Their combined 2.4 million options represented 48.05% of the 4.995 million aggregate grants. Each 1.2 million-option award represented 24.02% of the total grants and met the disclosure threshold for an employee receiving options equal to 5% or more of annual grants.

The prospectus identifies 2.115 million options granted to eight key management personnel and senior management recipients on March 31, 2026. Amit Agarwal received 1.2 million options, Harish Agarwal 300,000, Sreekumar Chhatra 160,000, Hemal Mehta 140,000, Gautam Hora 125,000, Navin Sambant 115,000, Deepak Mukhija 40,000 and Ashish Agarwal 35,000. Those eight grants represented 42.34% of the 4.995 million options granted to 58 employees.

Subahoo Chordia received a 1.2 million-option grant and was also identified as an employee whose grant equalled or exceeded 1% of issued capital at the time of grant. The prospectus footnote states that Subahoo Chordia was not an employee at the prospectus date. It does not specify how many of Subahoo Chordia's options remained outstanding, were exercised, lapsed or were cancelled.

Eligibility and vesting are not described as an equal allocation across the 58 recipients. The scheme states that eligible employees are determined by designation, period of service and performance-linked parameters, including work performance. The concentration of 48.05% of all grants in the two 1.2 million-option awards therefore reflects individual grant decisions under those stated criteria.

What conditions and pricing govern ESOP 2024?

ESOP 2024 requires options to vest according to criteria in the relevant grant letter, and the latest disclosed variation makes vesting subject to continued employment. Continued employment can therefore affect whether unvested options become exercisable. The prospectus does not provide individual vesting schedules for the 3.185 million outstanding options.

The weighted-average exercise price remained Rs 933 per option at March 31, 2026, June 30, 2026 and in the period from July 1, 2026 to the prospectus date. Fair value was measured using the Black-Scholes formula, which estimates an option's fair value using specified inputs. At the March 31, 2026 grant date, disclosed fair values were Rs 928 for ESOP 2024-I and the first ESOP 2024-II grant, and Rs 933 for the second ESOP 2024-II grant.

The valuation inputs included expected volatility of 32.43% to 37.52%, expected dividend yields of 3.00% to 3.43% a year and risk-free discount rates of 6.01% to 6.32% a year. Weighted-average remaining lifetimes ranged from 3.52 to 5.14 periods across the three grant groupings. The company stated that it uses Indian Accounting Standard 102, or Ind AS 102, and reported no impact from applying the accounting policies specified in Securities and Exchange Board of India employee-benefit regulations.

Conclusion

The disclosed employee-option exposure is defined by 3.185 million outstanding options rather than the 4.995 million options historically granted under ESOP 2024. Lapses, forfeitures, cancellations and exercises reduced the outstanding total from 4.850 million on March 31, 2026, while the two largest awards to Amit Agarwal and Subahoo Chordia accounted for 48.05% of aggregate grants.

The next disclosed development to watch is whether outstanding options vest, lapse or are exercised under the continued-employment and grant-letter conditions. The company states that it does not presently intend to alter its capital structure for six months from the bid or offer opening date, except for equity shares issued through exercise of ESOP 2024 options; that exception leaves option activity as the disclosed route for further share issuance in that period.