PNB Housing Finance announced the grant of employee stock options and restricted stock units to eligible employees on December 24, 2025. The company's Nomination and Remuneration Committee approved the allocation under two distinct employee benefit schemes, demonstrating the organization's commitment to talent retention and performance alignment.

Grant Details and Structure

The committee approved the grant of 2,00,000 Employee Stock Options (ESOPs) under the ESOP Scheme II 2018 and 32,508 Restricted Stock Units (RSUs) under the RSU Scheme 2022. Both schemes comply with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

ESOP Scheme Terms

The ESOPs granted under the ESOP Scheme II 2018 carry an exercise price of ₹932.85 per share, determined at market price as defined in SEBI regulations. Each option, upon exercise, entitles the holder to one equity share of ₹10.00 face value. The vesting schedule follows a structured approach with 20% of options vesting after one year from the grant date, followed by additional tranches in subsequent years.

RSU Scheme Structure

The RSUs granted under the Restricted Stock Unit Scheme 2022 have an exercise price of ₹10.00 per share. Similar to ESOPs, each RSU upon exercise provides entitlement to one equity share of ₹10.00 face value. The RSUs follow a comparable vesting schedule with 20% vesting after one year, subject to performance conditions combining company and individual performance metrics.

Strategic Objectives

The ESOP Scheme II 2018 was introduced to attract, reward, and retain talented employees in a competitive environment while encouraging alignment of individual performance with company objectives. The grants vest upon satisfaction of specified performance conditions and can thereafter be exercised, resulting in allotment of equity shares. The RSU scheme operates on similar principles, incorporating both company and individual performance criteria for vesting conditions.

Regulatory Compliance

The announcement was made pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Circular dated July 13, 2023. Both schemes are structured in accordance with current regulatory frameworks governing employee stock benefit plans in India.

PNB Housing Finance Limited has disclosed receiving an income tax demand of ₹107.92 crores from the Deputy Commissioner of Income Tax, Central Circle 14, Delhi, covering assessment years 2019-20 and 2020-21. The company made this disclosure on December 23, 2025, in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Income Tax Order Details

The income tax order dated December 22, 2025, was issued under sections 153C read with 153A and 144 of the Income Tax Act, 1961. The order resulted from a search conducted on a third party and led to the disallowance of certain revenue expenses and deductions.

Company's Response Strategy

PNB Housing Finance has identified several errors in the income tax order, including the application of incorrect tax rates. To address these issues, the company plans to file a rectification application under section 154 of the Income Tax Act, 1961, before the Deputy Commissioner of Income Tax, Central Circle 14, Delhi.

The company stated that the current order does not contain any additional disallowances beyond those already identified in regular assessment proceedings. The disallowances mentioned in this order are reiterations of issues previously raised during regular assessment procedures.

Existing Appeal Process

PNB Housing Finance has already filed an appeal against the disallowances identified in the regular assessment proceedings with the Income Tax Appellate Tribunal, Delhi.

Financial Impact Assessment

Despite the claims amounting to ₹107.92 crores, PNB Housing Finance expects a favorable resolution. Based on the company's assessment, it does not anticipate any material financial impact on its operations.

The company's expectation of a positive resolution appears to be based on its assessment of the errors in the order and its ongoing appeal processes for similar disallowances in regular assessment proceedings.