1.1 This policy establishes the framework for the grant, vesting, exercise, and administration of stock options issued under the Organization's Employee Stock Option Plan (the 'Plan'). The Plan is designed to attract, retain, and incentivise high-performing employees by providing them with an opportunity to participate in the ownership and long-term value creation of the Organization. This policy applies to all eligible employees, including full-time permanent employees, executive directors (excluding independent directors and promoters), and such other persons as the Board or Compensation Committee may designate. The Plan shall comply with all applicable provisions of the Companies Act, 2013, the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) for listed companies, and the Income Tax Act, 1961.

1.2 The Compensation Committee of the Board of Directors (or the Nomination and Remuneration Committee, as applicable) shall administer the ESOP Plan with full authority to determine grant eligibility, the number of options to be granted to each employee, vesting schedules, exercise prices, exercise windows, and any acceleration or modification of terms, subject to the overall parameters approved by the shareholders. The Company Secretary shall maintain the register of option holders as required under the Companies Act, 2013, file the prescribed annual return with the Registrar of Companies, and, for listed companies, ensure compliance with SEBI SBEB Regulations including disclosure requirements in the Directors' Report and the annual Business Responsibility and Sustainability Report. The HR department shall coordinate grant communications, option holder education, and exercise administration.

2.1 Stock options shall be granted at an exercise price determined by the Compensation Committee at the time of each grant. For listed companies, the exercise price shall comply with the pricing guidelines under SEBI SBEB Regulations. For unlisted companies, the exercise price shall not be less than the face value of the shares as stipulated under Section 62(1)(b) of the Companies Act, 2013. Options shall vest according to a time-based vesting schedule over a total period of 4 years, with a 1-year cliff — meaning that no options shall vest before the completion of 12 months of continuous service from the grant date. After the cliff, 25% of the granted options shall vest on the first anniversary of the grant date, and the remaining 75% shall vest in equal monthly or quarterly instalments over the subsequent 36 months, as specified in the individual grant letter. The minimum vesting period shall be one year from the date of grant, as required under the Companies Act, 2013 and SEBI SBEB Regulations.

2.2 Vesting of granted options is contingent on the employee's continued active employment with the Organization throughout the vesting period. Options that have not vested as of the date of the employee's separation from service — whether through voluntary resignation, termination for cause, or any other reason — shall lapse immediately and be returned to the ESOP pool, unless the Compensation Committee exercises its discretion to accelerate vesting in whole or in part. Accelerated vesting may be considered in exceptional circumstances, including: death of the employee (in which case vested and unvested options may be exercised by the legal heirs within 12 months); permanent disability rendering the employee unable to continue employment; approved retirement after a minimum of 10 years of service; or in connection with a Change of Control event as defined in the Plan. Employees on approved leave of absence shall continue to vest during the leave period, provided the leave does not exceed 12 consecutive months.

3.1 Vested options may be exercised by the employee at any time during the exercise window, which shall remain open for a period of 5 years from the date on which the option vests (or such longer period as specified in the Plan, subject to the maximum exercise period permitted under applicable law). To exercise options, the employee shall submit a written exercise notice in the prescribed form to the Company Secretary, specifying the number of vested options to be exercised. The aggregate exercise price shall be paid by the employee within 7 business days of the exercise notice through payroll deduction, cheque, or electronic transfer. Upon receipt of the exercise price, the Organization shall allot the corresponding number of equity shares to the employee within 15 days as required under the Companies Act, 2013. For listed companies, shares shall be credited to the employee's demat account. Options not exercised within the exercise window shall lapse and be extinguished without compensation.

3.2 Upon the employee's separation from employment for any reason other than death, disability, or approved retirement, vested but unexercised options must be exercised within the post-termination exercise window: 90 calendar days from the last working day for voluntary resignations (provided the employee is not in breach of any non-compete or non-solicitation covenants); 30 calendar days for terminations without cause or due to redundancy; and immediately upon termination for cause, in which case all vested and unvested options shall be forfeited. For deceased employees, the legal heirs or nominees shall have 12 months from the date of death to exercise all vested options. The Compensation Committee may extend or shorten the post-termination exercise window on a case-by-case basis, subject to the maximum exercise period under applicable regulations.

4.1 Under the Income Tax Act, 1961, ESOPs are taxed at two stages. At the time of exercise, the difference between the fair market value (FMV) of the shares on the exercise date and the exercise price paid by the employee is treated as a perquisite under Section 17(2)(vi) and is taxable as salary income in the year of exercise. The Organization shall compute the perquisite value, include it in the employee's Form 16, and deduct TDS at the applicable slab rate. For employees of eligible start-ups (as defined under Section 80-IAC), TDS on ESOP perquisites may be deferred for up to 48 months from the end of the assessment year in which the options are exercised, or until the employee leaves the Organization or sells the shares, whichever is earlier, as per Section 191(2). At the time of sale of shares, capital gains tax applies on the difference between the sale price and the FMV on the exercise date. If shares are held for more than 12 months (24 months for unlisted companies), long-term capital gains tax at 12.5% (for listed shares above Rs. 1.25 lakh) or 20% with indexation (for unlisted shares) applies. Short-term capital gains are taxed at the applicable slab rate or 20% for listed shares.

5.1 The Organization shall ensure full compliance with all legal and regulatory requirements governing employee stock options. For listed companies, this includes obtaining shareholder approval by special resolution for the ESOP scheme and any material modifications, filing prescribed returns with SEBI and the stock exchanges, making annual disclosures in the Directors' Report as required under Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, and complying with the accounting treatment prescribed under the SEBI SBEB Regulations and Indian Accounting Standard (Ind AS) 102 — Share-based Payment. For unlisted companies, shareholder approval by special resolution under Section 62(1)(b) of the Companies Act, 2013 is required. The Organization shall maintain a register of option holders showing details of grants, vesting, exercises, lapses, and the number of outstanding options. The Plan and this policy shall be reviewed annually by the Compensation Committee to ensure alignment with the Organization's talent strategy, market competitiveness, and regulatory changes.