Honasa grants 5,74,400 stock options at ₹10 each

The Nomination and Remuneration Committee of mamaearth has approved the grant of 5,74,400 stock options to eligible employees. The approval was granted on May 19, 2026, under the Honasa Consumer Limited Employee Stock Options Plan – 2018 (ESOP – 2018). The scheme is compliant with the SEBI (SBEB) Regulations, 2014.

Details of the Grant

The total number of shares covered by these options is 5,74,400 equity shares. Each option is convertible into one equity share of the company with a face value of ₹10. The exercise price for these stock options has been fixed at ₹10 per option.

Vesting and Exercise Terms

The granted options are governed by the ESOP-2018, administered by the Nomination and Remuneration Committee. Once vested, the options entitle the holder to acquire an equal number of equity shares upon payment of the exercise price and applicable taxes. All vested options can be exercised by the employee during their tenure or within 90 days from the date of their last working day.

Key Terms of ESOP-2018

Particulars Details Total Options Granted 5,74,400 Face Value ₹10 per share Exercise Price ₹10 per option Regulatory Compliance SEBI (SBEB) Regulations, 2014

Upon the exercise of vested options, the requisite number of equity shares will be allotted to the employees. The company disclosed that this information was submitted in compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mamaearth parent Honasa Consumer Limited has secured a final arbitral award in its favour against RSMM General Trading LLC (RSM), concluding a multi-year legal dispute rooted in the termination of an Authorised Distributor Agreement (ADA). The Arbitral Tribunal passed the award on May 14, 2026, and the Company received it on the same day at 14:52 hours (IST). The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Background of the Dispute

The dispute between Honasa Consumer and RSM originated under the Authorised Distributor Agreement dated 30th July 2020, as amended on 27th May 2021. The legal proceedings unfolded across multiple jurisdictions over several years, with key developments summarised below:

Date Development 17th May 2024 Court of First Instance, Dubai ordered Honasa Consumer to pay RSM AED 25,071,991 as compensation, with interest at 5% per annum from the date the judgment becomes final 9th July 2024 & 21st August 2024 Honasa Consumer filed a petition under Section 9 of the Arbitration and Conciliation Act, 1996 before the Delhi High Court; Delhi High Court granted an anti-enforcement order against Dubai proceedings on 20th August 2024 and directed RSM to deposit INR 57,17,65,947 with its registry 18th October 2024 Court of Appeal, Dubai rejected both parties' appeals by order dated 15th October 2024, upholding the Court of First Instance judgment; Honasa Consumer challenged the judgment before the Cassation Court, Dubai 25th February 2025 Supreme Court of India appointed Justice (Retd.) Hrishikesh Roy as Sole Arbitrator by ex parte order dated 17th February 2025, commencing arbitration proceedings 3rd April 2025 Cassation Court, Dubai by judgment dated 26th March 2025 overturned the Court of Appeal judgment as flawed, defective, and devoid of reasoning; matter remanded to a fresh bench of the Court of Appeal; Court of First Instance judgment ceased to be operative 17th February 2026 Court of Appeal, Dubai by judgment dated 11th February 2026 significantly reduced compensation payable by Honasa Consumer from approximately AED 25 million to AED 1.7 million; Honasa Consumer filed an appeal before the Cassation Court, with judgment fixed for 17th June 2026 14th May 2026 Final Arbitral Award passed in favour of Honasa Consumer

Key Findings of the Arbitral Award

The final award, passed by Sole Arbitrator Justice (Retd.) Hrishikesh Roy (Former Judge, Supreme Court of India), delivered the following declaratory and monetary reliefs in favour of Honasa Consumer:

The Arbitral Tribunal confirmed it has jurisdiction to adjudicate the disputes raised in the proceedings.

RSM breached the Arbitration Agreement, Exclusive Jurisdiction, and Governing Law clause under the ADA by instituting proceedings before the Dubai Court.

RSM is enjoined from initiating or continuing any proceedings before the Dubai Courts.

The termination of the ADA by Honasa Consumer was declared valid and not unlawful, contrary to the findings of the Dubai Courts.

RSM is liable to pay AED 7,254,340 (INR 18,88,41,569.42) towards various claims filed by the Company.

Monetary Relief Breakdown

The Arbitral Tribunal awarded the following amounts to Honasa Consumer:

Claim Head Amount Costs incurred for proceedings in Dubai and allied proceedings in India AED 1,559,848 Costs of substitution incurred by the Company AED 1,060,584 Loss of profits arising from RSM's breaches of the ADA AED 4,340,000 Costs of arbitration proceedings INR 76,50,875 Total Award (AED components + INR component) AED 7,254,340 (INR 18,88,41,569.42)

Post-Award Interest Provisions

In the event the awarded amounts remain unpaid after 30 days from the pronouncement of the award, post-award interest shall be applicable as follows:

AED components: Interest at EIBOR + 2% per annum

INR component: Interest at SBI Prime Lending Rate (PLR) + 2% per annum

Interest will accrue from 30 days after the pronouncement of the award until the date of payment.

Regulatory Disclosure

Honasa Consumer made this disclosure pursuant to Regulation 30 of the SEBI Listing Regulations, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The Company has stated that this disclosure will also be hosted on its website. Separately, the appeal filed by the Company against the Court of Appeal, Dubai judgment dated 11th February 2026 remains pending before the Cassation Court, with the next hearing scheduled for 17th June 2026.

Source: Company/INE0J5401028/445854d12e6a4918.pdf

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