Shalby Limited has notified the stock exchanges of the exercise of 7,000 employee stock options under its Employees Stock Options Scheme – 2021 (ESOS-2021), pursuant to Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The disclosure was made on May 5, 2026, and was signed by Tushar Shah, AVP & Company Secretary of the company.

Key Details of the Stock Option Exercise

The options were originally granted on February 7, 2024 to an eligible employee and vested on February 7, 2026, following the completion of a two-year vesting period as stipulated under the scheme. All 7,000 vested options were exercised in full on May 5, 2026, within the permissible exercise window of one year from the date of vesting, which extends up to February 7, 2027.

The following table summarises the key parameters of the stock option exercise as disclosed by the company:

Scheme Administration and Structural Terms

The ESOS-2021 is administered by the Nomination and Remuneration Committee (NRC), which also determines the exercise price at the time of granting options. In this instance, the NRC Committee fixed the exercise price at ₹10/- per option. The scheme is compliant with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021.

Key structural features of the scheme include:

• Options vest after completion of 2 (two) years from the date of grant
• All vested options must be exercised in a single tranche within 1 year from the date of vesting
• Upon exercise, the Shalby Limited Employees Welfare Trust transfers the requisite number of equity shares to the option grantee
• The grant of options is based on eligibility criteria as defined under the scheme

No Impact on Paid-Up Share Capital

Shalby Limited clarified that the exercise of these 7,000 options will not result in any change in the company's paid-up equity share capital. The equity shares of face value ₹10/- each were sourced from the secondary market and channelised through the Shalby Limited Employees Welfare Trust to the option grantee. The total amount of ₹70,000/- realised from the exercise has been credited to the Shalby Limited Employees Welfare Trust. The diluted earnings per share, pursuant to the issue of equity shares on exercise of options, stands at ₹1.51, based on the company's financials for the nine months ended December 31, 2025.

Shalby Limited has formally communicated to stock exchanges that it does not fall under the 'Large Corporate' category as defined by SEBI regulations, exempting the company from specific compliance requirements for the year ended March 31, 2026.

Regulatory Compliance Notification

Through a regulatory filing dated April 15, 2026, the healthcare company notified both the National Stock Exchange of India and BSE Limited about its non-applicability status under SEBI's Large Corporate criteria. The notification was signed by Tushar Shah, AVP & Company Secretary, and submitted through the respective exchange platforms.

SEBI Circular Compliance Framework

The company's confirmation is based on compliance with two key SEBI circulars governing fund raising through debt securities by large entities. The regulatory framework establishes specific criteria that determine whether a company qualifies as a 'Large Corporate' entity.

Exemption from Annual Disclosure Requirements

Since Shalby Limited does not fulfill the applicability criteria specified in Para 3.2 of the aforementioned SEBI circulars, the company is exempt from the annual disclosure requirements typically mandated for Large Corporate entities. This exemption specifically relates to disclosures required for fund raising through issuance of debt securities.

The notification serves as an official confirmation to stock exchanges and regulatory authorities, ensuring proper compliance documentation and maintaining transparency in corporate governance practices. The company has requested both exchanges to record this confirmation in their official records.