EMPLOYEE STOCK OPTION SCHEME, 2025

EMPLOYEE STOCK OPTION SCHEME

1. INTRODUCTION

1.1. The employee stock option scheme shall be called the “Plan”.
1.2. The objective of this Plan is to

.2025 and shall continue in force until termination by

the Company.
1.4. The Plan shall become effective only upon approval by the shareholders of the Company and
subsequently upon passing of a Board Resolution to that effect.
1.5. The Plan shall be subject to Applicable Laws, Applicable Accounting Standards and the
Articles of Association.

2. DEFINITIONS AND INTERPRETATIONS

2.1. In the Plan, the following words and expressions when used with the first letter in capital
shall, unless the context otherwise requires, have the following meanings ascribed to them.
Words and expressions defined elsewhere in the Plan shall have the same meanings ascribed
to them throughout the Plan unless the context requires otherwise.

“Adjustment Event” shall mean any of the following events: (a) a sub-division of Equity
Shares (stock split), (b) a consolidation of Equity Shares (reverse stock split), (c) a bonus
issuance of Equity Shares to the holders of Equity Shares, (d) any other event that affects
Equity Shares that the Board determines should be considered an Adjustment Event.

“Advisor” shall mean a person or entity engaged to provide counsel, guidance, or

recommendations to a party (the "Client" or "Company") on specific subject matters, without
binding decision-making authority or formal employment.

“Applicable Law(s)” includes all statutes, enactments, acts of legislature or parliament,

ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions,
directives and orders of any government, statutory authority, tribunal, board, court applicable
to the Company or rules, regulations and bye-laws made by any stock exchange(s) on which
the securities issued by the Company or any of them may be listed.

“Applicable Accounting Standards” includes all accounting standards issued by the

Accounting Standards Board and applicable to the Company.

“Articles” or “Articles of Association” means the articles of association of the Company

that are applicable at the relevant time.

“Board” means the board of Directors of the Company at the relevant time.
“Cause” in relation to a Holder shall mean, a finding in a manner determined by the Board
that any of the following has occurred: (a) that there has been material negligence by such
Holder in discharge of his / her duties; (b) such Holder has committed a material breach of
any obligations owed to the Group

his or her duties or obligations to the Group;

(g) such Holder’s actions bring disrepute to the Group or are unbecoming of anybody
associated with the Group, and (h) such Holder is in breach of the Plan Documents (i) such
Holder has not informed about previous criminal case(s) filed against him, (j) such Holder has
been convicted in a criminal case by the Competent court of Law.

“Companies Act” or “Act” means the Companies Act, 2013 and surviving provisions of the
Companies Act, 1956.

“Company” means

“Director” means a member of the Board for the time being.

“Eligible Employees” means the Employees of any Group Company that the Company
determines is entitled for the grant of Options.

“Employee Stock Option” or “Option” means an option granted by the Company to an

Eligible Employee, which option upon Vesting gives such Eligible Employee the right, but not
the obligation, to subscribe to the Equity Shares underlying the Option on the terms set forth
in the Plan Documents including payment of Exercise Price.

“Employee Stock Option Pool” means a collective of all Employee Stock Option Pools
created under this ESOP Scheme.

“Employee” means (a) a permanent employee working in India or out of India; or (b) a
director, whether whole time or not of the Group but does not include - (i) an employee who is
a promoter of the Company or a person belonging to the p
ugh anybody corporate, directly
or indirectly, holds more than 10% of the paid-up equity share capital of the Company; (iii) an
independent director, unless permitted by Applicable Law.

“Engagement” shall mean the engagement of the Employee as provided for in the definition
of Employee.

“Equity Shares” mean equity shares with a face value of INR 10 (Indian Rupees Ten only)
each in the capital of the Company having such rights and restrictions as stated in the Articles.
Upon any Adjustment Event, “Equity Shares” shall refer to the Equity Shares issued pursuant
to such Adjustment Event.

“Exercise” means exercise by a Holder of the right to subscribe to Equity Shares underlying
the Options vested in him/her, in accordance with the procedures laid down under the Act and
the Plan Documents.

“Exercise Period” means the period during which Options may be exercised as provided for
in the Plan Documents.

“Exercise Price” means the price payable for exercise of the Options equal to the Fair Market
Value (“FMV”) as determined annually by conduc
y valuations, and other relevant
factors and as provided for in the Grant Letter, or as amended from time to time.

“Grant” means the issuance of Options to an Eligible Employee under the Plan and the
Employee Stock Option Pool and the term “Granted” shall be construed accordingly.

“Grant Letter” means a letter issued by the Company making a Grant setting forth the
number of Options being granted, the Exercise Price, the Exercise Period, terms and
conditions of Vesting, and such other terms and conditions relating to the Grant as may be
deemed appropriate.

“Group” means the Company and its subsidiaries, and “Group Company” means any of the
Company or its subsidiaries.

“Guidelines” means guidelines made by the Securities and Exchange Board of India in
relation to stock options / stock option plans and as may be applicable to the Plan, or as
prescribed/ implied by the Government of India or Legislature in future to be mandatorily
applicable.

“Liquidity Event” means and includes- (i) liquidation, dissolution or winding up (whether
voluntary or involuntary) of the Company; (ii) a merger, demerger, acquisition or any
transaction or series of transactions where the Company’s shareholders prior to such
transaction will not, post such transaction: (a

Person or Persons; (iv) a sale, lease,

license or other transfer of all or substantially all the Company’s assets; and (v) Initial Public
Offering, (vi) any other event identified by the Board as a Liquidity Event, in its discretion.

“Option” means the right and not the obligation granted to an Eligible Employee to subscribe
to Equity Shares on the terms contained in the Plan Documents.

“Option Agreement(s)” shall mean agreements / documents including any power of attorney
that the Company requires a Holder to execute from time to time including documents
executable at the time of Exercise.
 “Option Holder” or “Holder” means an Eligible Employee who has been granted Option(s)
and upon the death of a Holder, legal heirs of such Holder. On a Holder suffering mental
incapacity, the expression Holder shall refer to such Holder’s legal representative.

“Permanent Disability” means any disability of whatsoever nature, be it physical, mental or

otherwise, which incapacitates or prevents or handicaps a Holder who is an Employee to
whom Options have been granted from performing the jobs, works or tasks which such
Holder was capable of performing immediately before such disablement, as determined in a
manner determined by the Board, including on a case to case basis.

“Plan Documents” shall mean the Plan, bye-laws, rules and regulations and any agreements
executed / to be executed pursuant to the Plan including Option Agreements/ Grant Letters.

“Promoter” and “Promoter Group” shall have the meaning given in the Act.

“Retirement” means retirement as per the rules and policies of the Company.

“Tax” shall include any and all direct and indirect taxes including income taxes, withholding
taxes, fringe benefit taxes, sales and value added taxes, GST etc.

“Vesting” means earning the right to Exercise any Options, in the manner provided in the
Employee Stock Option Pool an

est after the Grant to the

Eligible Employee.

2.2. In this Plan, unless the contrary intention appears (a) clause headings are for ease of reference
only and shall not be relevant to interpretation; (b) a reference to a clause number includes a
reference to its sub-clauses; (c) words in singular include the plural and vice versa; (d) words
importing a gender include all other genders; (e) reference to any legislation shall be a
reference to such legislation as amended, substituted, supplanted or replaced from time to
time and shall include rules, regulations and guidelines issued under or pursuant to such
legislation and (f) in the event of conflict the Plan shall prevail over the remaining Plan
Documents.

3. CEILING

3.1. Subject to the terms of this Plan, th

ption shall entitle an Option Holder to subscribe

to one Equity Share.
3.3. If an Option expires or lapses or becomes un-exercisable due to any reason, the Shares
underlying such Options shall become available for future Grants, unless the Board
 determines otherwise. Options terminated pursuant to Clause 7 shall not be available for grant
unless the Board determines otherwise.
3.4. If an Option is Exercised, the maximum number of Shares that may be issued under the Plan
shall stand reduced to the extent of such issued Equity Shares.
3.5. The Company may make Grants to Advisors and Eligible Employees of Group Companies
after passing a Board Resolution.

4. ADMINISTRATION

4.1. The Plan shall be administered by the Board, or a committee of the Board constituted for this
purpose (“Committee”), as determined by the Board from time to time. The Company may
also set up a trust inter-alia for implementation of the Plan, Exercise of Options,
administration of the Plan, financing and holding the Shares for the benefit of the Eligible
Employees who shall Exercise Options in accordance with the terms and conditions of this
Plan. The Board may also vest the Committee/the Trustee with some of the powers relating to
administration of the Plan. Notwithstanding anything contained herein but subject to
Applicable Law, the Board may delegate any of the powers vested under the Plan Documents
to any person including the Committee. The Board may, subject to Applicable Law, also relax,
waive or commute some of the restrictive provisions of the Plan Documents generally or in
respect of any or some Holders as the Board may deem appropriate.
4.2. The Board shall have the authority, in its discretion, but subject to Applicable Law and the
Plan to:
4.2.1. select Eligible Employees for making the Grant;
4.2.2. determine the number of Options to be covered by each Grant;
4.2.3. approve the form of Op

ing a fair and reasonable adjustment if there is an

Adjustment Event or on the occurrence of a Liquidity Event;
4.2.8. take actions including but not limited to termination of the Plan, cancellation of the
unvested Options, acceleration, adjustment or alteration of the Exercise Period, etc.;
4.2.9. to cancel any or all outstanding Options and grant, new Options, in lieu of an existing
Grant covering the same or different Options;
4.2.10. Any other matter in connection with the successful and fair implementation of the
Plan; and
4.2.11. Exercise powers that the Company has under the Plan Documents.

4.3. All questions relating to interpretation of the Plan shall be determined by the Board and such
determination shall be final and binding upon all persons.
4.4. The Board may from time to time set out, amend or modify limits / frameworks for Grants.
All Grants shall be made strictly as per such limits / frameworks.
4.5. The Company shall prepare and provide annually to the Board, reports setting out (a) all
current Grants including the status of Vesting (b) a statement of the total number of Grants,
status of Vesting and Exercise, total number of ungranted Options, Options that have lapsed,
 (c) Grants made during the year and the terms thereof, and (d) such other information as the
Board may require from time to time.

5. ELIGIBILITY FOR GRANT OF ESOPs:

5.1. Minimum Service Requirement: Unless otherwise provided, employees must complete at
least 1 year of continuous employment with
ll vesting eligibility as per the decision of the
Board.

5.2. Entry Dates: Employees will be evaluated for eligibility during semi-annual windows on
January 1 and July 1 of each year.

6. VESTING

6.1. Options granted shall be subject to Vesting conditions that are linked to time, performance
linked parameters or a combination thereof.

6.1.1.Time. The vesting period shall as provided in the respective Employee Stock Option
Pool(s) as hereunder.
6.1.2. Performance. Performance linked options shall require the satisfaction of such
conditions as the Board deems appropriate in relation to each Grant.
6.1.3. Time and Performance Linked Grants. Options that are linked to time and
performance linked conditions shall have such time periods and such time linked
conditions for Vesting as the Board may deem appropriate.
6.1.4. Employees who achieve significant milestones, as may be defined by the Board from
time to time, may be eligible for accelerated vesting at the discretion of the Board.
Notwithstanding the generality of the above, Options in any case, shall not vest for the minimum
period prescribed under Applicable Law.

6.2. The conditions and terms relating to the Grant including the Vesting Period / conditions for
Vesting and Exercise Period shall be set forth in the Grant Letter. Unless otherwise specified,
Employees who leave the co

6.3. Schedule 1 sets forth additional conditions that affect Grants. Schedule 1 shall be deemed to
be incorporated by reference into each Grant. In relation to Schedule 1, the Board shall
determine / establish processes for determining whether Cause has occurred. Such
determination shall be final and binding on the Holder.

7. EXERCISE PRICE AND EXERCISE

7.1. The Exercise Price in relation to each Option shall be set forth in the relevant Grant Letter.
The Exercise Price may be separate in relation to each Grant and different Grants under the
 same Grant Letter may have different Exercise Prices; provided, the Board may, at its sole
discretion, vary the Exercise Price in respect of any particular Grant. The Exercise Price may
be varied by the Board as required in relation to Adjustment Events. Options may not be
issued at a discounted price unless explicitly approved by the board and documented in
writing to ensure transparency.
7.2. The Exercise of the Options shall be completed otherwise in the manner and within the time
period set forth in this Clause 7.2.
7.2.1. Options shall be exercisable upon occurrence of the Liquidity Event, or any other
time period as maybe identified by the Board.
7.2.2. Options may be exercised only (a) after the listing of the Company’s Equity Shares on
any stock exchange, or (b) during any Exercise Window, or (c) upon Company
becoming an unlisted public company. Exercise Window shall mean the period as
notified by the Board. Options may be Exercised including in relation to any
Liquidity Event.
7.3. Options that are not Exercised during the Exercise Period shall automatically lapse.
7.4. A Holder may subject to Clause 7.2 above but during the Exercise Period, and subject to
fulfilment of conditions of the Grant (including Vesting), request to Exercise the Options by
submitting an application (i.e., Exercise Letter) with the Board for allocation of Equity
Shares. A Holder shall also comply with such other conditions as the Board deems
appropriate including execution of Option Agreements and payment of taxes. Shares may be
issued pursuant to Exercise only upon satisfaction of such conditions.
7.5. If Exercise results in fractional shares, the number of Equity Shares to be issued shall be
rounded down to the nearest whole number and Exercise Price shall be correspondingly
adjusted.
7.6. Save as otherwise provided in the Plan and in particular Clause 7.8 below, payment of the
Exercise Price shall be made by a demand draft drawn in favour of the Company or in such
other manner as the Board may decide fro

nd the Grant, the Company may also

require Holders to enter into Option Agreements at the time of Exercise, as may be required
and/or deemed appropriate by the Board. The Board may also require the Option Holder to
execute a power of attorney authorizing the persons identified by the Board to act as duly
constituted attorneys of such Option Holder to, inter alia (a) attend and vote at a meeting of
the shareholders of the Company as his/her representative; (b) appoint proxies to attend and
vote at meetings of the shareholders of the Company; (c) execute shareholders’ agreements
and any other documents to be executed amongst the shareholders of the Company and agree
to termination, revocation or amendment of the same from time to time; (d) give and issue any
and all consents as may be required from time to time that a shareholder is entitled or required
to give or issue; and (e) execute all such documents, agreements etc., as may be required to
effectuate the transfer of Equity Shares including pursuant to any termination of Engagement
for Cause including share transfer forms and collect the consideration from such transfer.

8. COMMUNICATION AND TRANSPARENCY

8.1 To foster transparency regarding ESOP status: Each employee granted options will receive
detailed notices outlining their grant date, strike price, total number of options granted, and vesting
schedule through a secure digital platform. The Employees shall be eligible to obtain an annual report
summarizing ESOP performance metrics and updates on company valuation free of cost.

9. SPECIAL PROVISIONS RELATING TO OPTIONS

9.1. Notwithstanding anything contained herein, in lieu of permitting Exercise of Options, the
Company may (but is not obligated to) make the following provisions / arrangements:
9.1.1. Upon, pursuant to or in relation to a Liquidity Event, the Company may create a
special window during which Optio

tion, Vested or Unvested. Such surrender

shall be affected by a communication in writing from a Holder to the Company and
shall be binding on the Holder once issued. Upon a surrender of Option(s), a Holder’s
interest therein shall stand extinguished. Following such surrender, the Board shall
determine whether the Options underlying such surrender shall be available for grant.
9.2. The Company may make special provisions relating to Liquidity Events including (a)
cancellation of Options, Vested and Unvested, (b) substitution of Options with options of the
acquirers (c) adopt programmes pursuant to Clause 9.1.1 above etc. All such provisions shall
be binding on each Holder. Unless provided otherwise, all unvested options shall accelerate
by 50% with remaining unvested options continuing to vest monthly thereafter, unless
terminated.
9.3. Notwithstanding anything contained herein, the provisions made pursuant to this Clause 9
may be made only in respect of some of the Holders and the provisions may not be identical
in respect of all Holders. Participation will be open only to Holders who qualify for
participation and based on the terms of participation determined by the Board.
9.4. Options shall terminate and a Holder shall cease to be entitled to such Options pursuant to the
provisions of this Clause 9 t
ons as set forth above, the Company may set up
an escrow account with an independent third party and deposit the sums due, pursuant to this
Clause 9, in escrow for onward payment to the Holders. Deposit of the sums in escrow as set
forth herein shall constitute due payment for the purposes of Clause 9.1 above. Sums in
escrow may be utilised for the purposes for which the escrow was set up, which is payment to
the Holders (including payment of taxes as set forth in the Plan Documents) and for no other
purpose.

10. OTHER TERMS AND CONDITIONS

10.1. The Company may make suitable provisions relating to an Adjustment Event including (a)
pro-rata adjustment in the number of Equity Shares issuable upon Exercise, (b) a pro-rata
adjustment in the number of Options in lieu of adjusting the number of Equity Shares issuable
upon Exercise, and (c) appropriate adjustments to the Exercise Price, if any required. Apart
 from the adjustments that the Company determines should be made in its sole discretion, there
shall be no other change to the Options and the terms thereof.
10.2. Unless the Board otherwise determines, there shall be no entitlement to adjustment in the
number of Equity Sh

ny Equity Shares underlying a Grant unless the Option

Holder Exercises the Options and becomes a registered holder of the Equity Shares of the
Company. Any rights in respect of the Equity Shares arising on Exercise shall be subject to
the Articles.
10.4. The Options Granted, whether Vested or Unvested, shall not be pledged, hypothecated,
mortgaged or otherwise alienated in any other manner. Any such pledge, mortgage or
hypothecation shall be void unless approved by the Company and permissible under
Applicable Law.
10.5. Unless approved by the Board, the Options shall not be sold, assigned, disposed or
transferable to any person except in the event of death of the Option Holder, in which case the
Options Granted to the Option Holder shall be treated and/or Exercised in such manner as
provided in SCHEDULE 1.
10.6. Notwithstanding anything contained in this Plan,
(a) The Company may, in its

ve been Exercised.

(b) The Board shall determine the process for the issuance / transfer of Shares to the Trust
and each Grantee shall be bound to comply with such procedures. The structure terms
and other applicable provisions shall be determined by the Board.

(c) The Board may also frame bye-laws relating to the operation and management of the
Trust including voting, transfer of the Shares, payments and withholding etc., which
bye-laws shall be binding on all applicable Grantees.

10.7. The Board may also waive the requirement of the holding of the Shares by the Trust in respect
of some Grantees.

11. MALICIOUS OR DISHONEST CONDUCT

To protect the company from potential losses due to employee misconduct, any unvested
options will be immediately forfeited if an employee is found to have engaged in malicious or
dishonest conduct, including but not limited to fraud, unprofessional practices, theft of intellectual
property, or violation of non-compete agreements. U
uring which an
internal investigation will take place. If misconduct is confirmed, all options will be forfeited.

12. DEDUCTION OF TAX

12.1. All liabilities to Tax arising to the Company or an Option Holder on account of the Grant of
the Options / Exercise, issue of Equity Shares pursuant to Exercise or any other event
pursuant to the Plan, shall be borne by the Option Holders. The Option Holders may be
required to deposit the amount representing such liability to Tax at such other time that the
Board deems appropriate. The amount of Tax liable to be deposited shall be determined by the
Board. The relevant Group Company may also withhold the amount of taxes from the
remuneration or other amounts du

or to Exercise and as a consequence thereof,

Options may lapse.

13. MISCELLANEOUS

13.1. Confidentiality. An Option Holder shall not divulge the details of the Plan and his/her
holding to any person except with the prior written permission of the Company. Employees
must maintain confidentiality regarding proprietary information obtained during their
employment. Permitted Disclosures include, Legal obligations, regulatory requirements, or
disclosures necessary for personal financial p
to disclose confidential information. The
Option Holder shall enter into such agreements, as the Company may desire, from time to
time, to more fully and effectively implement the Plan.
13.2. Nomination. Each Option Holder shall nominate a person, who shall be entitled to the Vested
Options / Equity Shares on the death of the Employee, subject to the terms and conditions of
the Plan. A nomination made herein may be revoked in writing / or such other medium as
maybe prescribed by the company, by the Eligible Employee at any time during the time of
employment and a new nominee may be appointed in writing in the form provided by the
Board for such purpose. Such nominee shall be the only legal representative recognized by the
Company/Trust as the inheritor of the Option Holder to the exclusion of all others.
13.3. Severability. If any provision of this Plan is held to be illegal, invalid, or unenforceable under
any present or future Applicable Law (a) such provision or part thereof shall be fully
severable; and (b) the remaining provisions of this Plan shall remain in full force and effect
and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance
here from to the extent permissible under Applicable Law.
13.4. Surrender of Options. An Option Holder may surrender his vested or unvested Option at any
time. Such Option Holder should communicate the same in writing to the Board. Upon the
death of an Option Holder, Options may be surrendered by the legal heirs of such Option
Holder, being the Holder at that time.
13.5. Notices. All notices of communication required to be given by the Company to an Option
Holder by virtue of this Plan shall be in writing and shall be sent to the address of the Option
Holder available in the records of the Company and any communication to be given by a
Option Holder to the Company in r
otified by the Company, from time to time: Address:
C/O Sarwan Kumar, Ramchandrapur, Bihar-sharif, Nalanda, Bihar-803101. Additionally,
notices may also be sent by (a) electronic mail or (b) by communication via platforms on
which the Grants are managed.
13.6. Dispute Resolution. Mediation Requirement:

13.7. Governing Law and Jurisdiction. The Plan shall be governed by and construed in
accordance with the laws of India. The Courts in Delhi, India shall have jurisdiction in respect
of any and all matters, disputes or differences arising in relation to or out of or in relation to
the Plan.
13.8. Setoff. The Equity Shares issued upon Exercise of any Options shall be subject to setoff or
counterclaim of amounts, if any, owed by the Option Holder to the Company, to the extent
permitted under the Applicable Laws.
13.9. No Guarantee of Employment. A Grant shall not be treated as a guarantee of employment.
The Company may terminate the employment of any Holder in accordance with Applicable
Law and terms of employment.

Date:
Place
 SCHEDULE 1

TREATMENT OF OPTIONS / PROCEDURES

S.
No Particulars of the Event Treatment of Options
.

1. Termination of In cases where an employee is terminated without cause,

Engagement without Cause they may be granted a discretionary extension allowing
them a

Extensions may also apply if there are ongoing negotiations

regarding severance agreements; however, unvested options
shall automatically be forfeited unless otherwise specified.

2. Termination of All Vested options that have not been Exercised and all
Engagement for Cause Unvested Options shall automatically stand cancelled on the
date of termination.

Further, the C

The Board shall, as require, establish processes for

determining whether Cause has occurred. Determination
whether “Cause” has occurred shall be as per such process
and such process shall be binding on the Holder.

3. Abandonment of All Options granted including Vested Options that have not
Engagement without been exercised shall stand terminated from the date of
consent. abandonment.

The date of abandonment shall be as decided by the Board,

in its sole discretion.

4. Separation other than Unvested Options shall stand cancelled from the date of
aforementioned. separation.

The treatment of the Vested Options, if any, and whether the

same may be Exercised shall be decided by the Board, in its
sole discretion.
 If allowed by the Board, the Vested Options shall be
exercisable

tions not Exercised within

such period shall lapse.

5. Death/Permanent Unvested Options shal

Incapacity of Option
Holder. Options shall
lapse upon death or disability.

Notwithstanding the generality of the above, the Board may vary the provisions set forth in the table
above or make additional provisions relating to the above as deemed appropriate. Such provisions
may include additional consequences, extension of time periods etc.

By Order of the Board

Date:
Place:
 SCHEDULE 2

EMPLOYEE STOCK OPTION POOL A – CORE TEAM (POOL A)

1. Introduction:

1.1 This document shall be ca

1.2 This Pool shall be read as a part of the Plan and shall be governed by the provisions of the Plan,
except where this Pool expressly provides otherwise as permitted under the Plan.

2. Objective and Applicability:

2.1 This Pool is specifically created for the b

he objective of incentivizing their long-term
contribution and aligning their interests with sustained Company growth and value creation. Only
those individuals who are expressly designated by the Board as part of the Core Team shall be eligible
to receive Options under this Pool.

3. Pool Size and Coverage

3.1 The maximum number of Options available under this Poo

only).

3.2 Each Option shall entitle the Option Holder to

justment Event in
accordance with the Plan.

3.3 This Pool shall form part of the ceiling under the Plan and Options shall be granted solely from
this Pool to eligible Core Team members.

4. Grant Process

4.1 All Grants under this Pool shall be made by way of individual Grant Letters, to be issued in the
format approved by the Board.

4.2 The Grant Letter shall specify:

a. “Number of Options granted” The "number of options granted" in an ESOP pool refers to
the total number of stock options a company has reserved for distribution to its employees
over time.
 b. “Exercise Price” The exercise price is the predetermined price at which employees can
purchase shares of their company. The exercise price

lies.

Grant shall be deemed effective upon approval by the Board and express acceptance by the Option
Holder.

5. Vesting of Options

5.1 Vesting Schedule

Unless otherwise provided in the Grant Letter or modified by the Board, the following time and
performance linked Vesting Schedule shall apply to all Options granted under this Pool post cliff
period of one year as follows:

4 Year Vesting Period Percentage of Conditions

Options Vested

Completion of 1st Yea

5.2 Accelerated Vesting Events

The following shall constitute accelerated Vesting triggers under this Pool:

a. Liquidity Event: All unvested Options shall immediately vest upon the occurrence of a
Liquidity Event, as defined in the Plan.
b. Death or Permanent Incapacity: All unvested Options shall immediately vest upon death or
permanent incapacity of the Option Holder, subject to applicable laws.
c. Termination without Cause: The Board may, in its discretion, allow accelerated Vesting of
part or all unvested Options in case where no misconduct is involved, as provided in Schedule
1 of the Plan.

5.3 Forfeiture of Unvested Options

Unvested Options shall stand automatically cancelled as provided in Schedule 1 of the Plan, upon:
 a. Termination for Cause
b. Abandonment of engagement

6. Exercise of Options

6.1 Exercise Price

a. The Exercise Price per Option shall be the Fair Market Value (FMV) as determined in
accordance with Clause 7.1 of the Plan and specified in the Grant Letter.
b. The Board may, if permitted by Applicable Law, authorize a discounted Exercise Price,
provided the same is recorded in writing and subject to requisite approvals.

6.2 Exercise Period

The following shall apply, subject to Clause 7.2 of the Plan:

Triggering Event Exercise Period

Continuous Employment (Post-Vesting)

Voluntary Separation

Termination without Cause

Retirement or Incapacity

Liquidity Event (Special Window)

All Options not Exercised within the applicable Exercise Period shall automatically lapse and be
cancelled.

6.3 Mode of Exercise

a. Exercise shall be made through a written notice (Exercise Letter) in the form approved by the
Company, along with payment of Exercise Price and applicable taxes.
b. Shares issued upon Exercise shall be subject to the provisions of the Plan, Articles of
Association, and any shareholders’ agreement, if applicable.

7. Transfer Restrictions

a. Transfer of such

herwise alienated except as expressly

permitted under the Plan.
8. Oversight and Reporting

a. The Board

e provided with periodic reports regarding their Option status, subject

to Company policy.

9. Interpretation, Conflict and Modification

a. This Pool shall be construed as supplemental to the Plan and shall not derogate from the terms
of the Plan except to the extent explicitly stated herein.
b. In the event of any inconsistency between the Plan and this Pool, the terms of this Pool shall
prevail, subject to Applicable Law.
c. The Board shall have the power to interpret, amend, suspend or terminate any provision of
this Pool, in line with its powers under the Plan.

10. No Guarantee or Right to Employment

Nothing in this Pool or any Option granted pursuant to it shall be construed as a guarantee of
continued employment or engagement with the Company.

By Order of the Board

Date:

Place:
 SCHEDULE 2

EMPLOYEE STOCK OPTION POOL B – EMPLOYEES (POOL B)

1. Introduction:

1.1 This document shall be called the

1.2 This Pool shall be read as a part of the Plan and shall be governed by the provisions of the Plan,
except where this Pool expressly provides otherwise as permitted under the Plan.

2. Objective and Applicability:

2.1 This Pool is specifically created for the b

iduals who are expressly notified by the Board

by issuance of Grant Letter shall be eligible to receive Options under this Pool.

3. Pool Size and Coverage

3.1 The maximum number of Options available under this

3.3 This Pool shall form part of the ceiling under the Plan and Options shall be granted solely from
this Pool to eligible employees.

4. Grant Process

4.1 All Grants under this Pool shall be made by way of individual Grant Letters, to be issued in the
format approved by the Board.

4.2 The Grant Letter shall specify:

a. “Number of Options granted” The "number of options granted" in an ESOP pool refers to
the total number of stock options a company has reserved for distribution to its employees
over time.
 b. “Exercise Price” The exercise price is the predetermined price at which employees can
purchase shares of their company. The exercise price will be at the rate of Fair Market Value
(FMV).
c. “Milestone-based conditions” Achievement of individual Key Performance Indicator (KPI)
or Board-approved milestone, to the person whom the pool applies.

Grant shall be deemed effective upon approval by the Board and express acceptance by the Option
Holder.

5. Vesting of Options

5.1 Vesting Schedule

Unless otherwise provided in the Grant Letter or modified by the B

4 Year Vesting Period Percentage of Conditions

Options Vested

Completion of 1st Year

5.2 Accelerated Vesting Events

The following shall constitute accelerated Vesting triggers under this Pool:

a. Liquidity Event: All unvested Options shall immediately vest upon the occurrence of a
Liquidity Event, as defined in the Plan.
b. Death or Permanent Incapacity: All unvested Options shall immediately vest upon death or
permanent incapacity of the Option Holder, subject to applicable laws.
c. Termination without Cause: The Board may, in its discretion, allow accelerated Vesting of
part or all unvested Options in case where no misconduct is involved, as provided in Schedule
1 of the Plan.
5.3 Forfeiture of Unvested Options

Unvested Options shall stand automatically cancelled as provided in Schedule 1 of the Plan, upon:

a. Termination for Cause

b. Abandonment of engagement

6. Exercise of Options

6.1 Exercise Price

a.

6.2 Exercise Period

The following shall apply, subject to Clause 7.2 of the Plan:

Triggering Event Exercise Period

Continuous Employment (Post-Vesting)

Voluntary Separation

Termination without Cause

Retirement or Incapacity

Liquidity Event (Special Window)

All Options not Exercised within the applicable Exercise Period shall automatically lapse and be
cancelled.

6.3 Mode of Exercise

a. Exercise shall be made through a written notice (Exercise Letter) in the form approved by the
Company, along with payment of Exercise Price and applicable taxes.
b. Shares issued upon Exercise shall be subject to the provisions of the Plan, Articles of
Association, and any shareholders’ agreement, if applicable.

7. Transfer Restrictions
 a. Transfer of such shares shall be subject to prior approval of the Board and any restrictions
under applicable shareholders’ agreements, Articles, or Applicable Law.
b. No Option shall be transferred, assigned, pledged or otherwise alienated except as expressly
permitted under the Plan.

8. Oversight and Reporting

a. The Board or ESOP Committee shall oversee the administration of this Pool.
b. The Company shall maintain a register of Grants, Vesting, Exercise, and lapse of Options
under this Pool.
c. Option Holders shall be provided with periodic reports regarding their Option status, subject
to Company policy.

9. Interpretation, Conflict and Modification

a. This Pool shall be construed as supplemental to the Plan and shall not derogate from the terms
of the Plan except to the extent explicitly stated herein.
b. In the event of any inconsistency between the Plan and this Pool, the terms of this Pool shall
prevail, subject to Applicable Law.
c. The Board shall have the power to interpret, amend, suspend or terminate any provision of
this Pool, in line with its powers under the Plan.

10. No Guarantee or Right to Employment

Nothing in this Pool or any Option granted pursuant to it shall be construed as a guarantee of
continued employment or engagement with the Company.

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