DISCLOSURES PURSUANT TO REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 FOR

THE FINANCIAL YEAR ENDED MARCH 31, 2024.

S. No. Particulars Employee Incentive Scheme, 2014
nd
1. Date of shareholders’ approval 22 September 2014 through postal ballot
Total number of options/RSU’s approved under Employee Incentive
2. 4,990,000
Scheme 2014
The Options/RSUs granted under Employee Incentive Scheme 2014 (and various plans formulated thereunder) would vest not earlier
than one year from the Grant Date in accordance with the SEBI Guidelines and not later than such Vesting Period as may be determined
by the Nomination and Remuneration Committee from time to time on the Grant Date.
Vesting of RSUs shall be subject to the condition that the Grantee is in continuous employment with the Company and is not serving any
notice of resignation on the date of such Vesting (except in the case of (i) death (ii) Permanent Disability suffered by the Grantee; (iii)
3 Vesting Requirements
retirement; or (iv) transfer to an entity within the Group and shall not be subject to any pending disciplinary proceeding and thus the
Options and/or RSUs would Vest on passage of time.
In addition to the above, the Nomination and Remuneration Committee may also specify certain performance parameters subject to
which the Options and/or RSUs would Vest. The specific Vesting schedule and conditions, if any, subject to which Vesting would take
place would be outlined in the Letter of Grant given to the Grantee at the time of the Grant of Options and/or RSUs.
The Option and/ or RSU Exercise Price would be determined by the Nomination and Remuneration Committee, provided that the
4. Exercise price or pricing formula
Exercise Price shall not be less than the face value of the equity Shares of the Company on the date of grant of Options/ RSU.
The Options and/or RSUs Granted to a Grantee shall be capable of being Exercised within a period of not exceeding seven years from
5. Maximum term of options granted the date of Grant of the respective Options and/or RSUs or such other period as may be determined by the Nomination and
Remuneration Committee from time to time.
6. Source of shares (primary, secondary or combination) Primary
Subject to Applicable Law, the Nomination and Remuneration Committee will at its absolute discretion have the right to modify/amend
the Employee Incentive Scheme 2014 in such manner and at such time or times as it may deem fit, subject however that any such
7. Variation in terms of options modification/amendment shall not be detrimental to the interest of the Grantees/ Employees and approval wherever required for such
modification/ amendment is obtained from the shareholders of the Company in terms of the SEBI Guidelines.
During the year, no amendment/ modification/ variation has been introduced in terms of options granted by the Company.
Method used to account for ESOS The employee compensation cost has been calculated using the fair value method for options using the Black- Scholes Options Pricing
8. Model and Monte Carlo Simulation Model for performance based conditions. The employee compensation cost as per the fair valuation
- Intrinsic or fair Value method for the financial year 2023-24 is Rs 23.74 crores

Where the company opts for expensing of the options using the
intrinsic value of the options, the difference between the employee
compensation cost so computed and the employee compensation
9. Not applicable as the Company has calculated employee compensation cost using fair value method.
cost that shall have been recognized if it had used the fair value of
the options shall be disclosed. The impact of this difference on profits
and on EPS of the company shall also be disclosed.
Weighted average exercise price under Employee Stock Option Plan 2014 (ESOP-2014) – Rs. 2,159
Weighted average exercise price under Employee Stock Option Plan 2016 (ESOP-2016) – Rs. 2,469
Weighted average exercise price under Employee Stock Option Plan 2017 (ESOP-2017) – Rs. 2,818
Weighted average exercise price under Employee Stock Option Plan 2018 (ESOP-2018) – Rs. 2,033
Weighted average exercise price under Employee Stock Option Plan 2019 (ESOP-2019) – Rs. 1,745
Weighted average exercise price under Employee Stock Option Plan 2020 (ESOP-2020) – Rs. 2,085
Weighted average exercise price under Employee Stock Option Plan 2023 (ESOP-2023) – Rs. 1,974

Weighted average exercise price under Restricted Stock Unit Plan 2016 (RSU 2016) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2017 (RSU 2017) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2018 (RSU 2018) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2019 (RSU 2019) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2020 (RSU 2020) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2021 (RSU 2021) – Rs. 2 (Face value of share)
Weighted average exercise price under Performance Restricted Stock Unit Plan 2021 (PRSU 2021) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2022 (RSU 2022) – Rs. 2 (Face value of share)
Weighted average exercise price under Performance Restricted Stock Unit Plan 2022 (PRSU 2022) – Rs. 2 (Face value of share)
Weighted average exercise price under Restricted Stock Unit Plan 2023 (RSU 2023) – Rs. 2 (Face value of share)
Weighted average exercise price under Performance Restricted Stock Unit Plan 2023 (PRSU 2023) – Rs. 2 (Face value of share)
Weighted- average exercise prices and weighted-average fair
Weighted average exercise price under Restricted Stock Unit Plan 2023-1 (RSU 2023 (1)) – Rs. 2 (Face value of share)
values of options shall be disclosed separately for options whose
Weighted average exercise price under Performance Restricted Stock Unit Plan 2023-1(PRSU 2023 (1)) – Rs. 2 (Face value of share)
10 exercise price either equals or exceeds or is less than the market price
of the stock
Weighted average option fair value under ESOP Plan 2014 – Rs. 1,228.39
Weighted average option fair value under ESOP Plan 2016 – Rs. 1,324.00
Weighted average option fair value under ESOP Plan 2017 – Rs. 1,615.00
Weighted average option fair value under ESOP Plan 2018 – Rs. 1,138.00
Weighted average option fair value under ESOP Plan 2019 – Rs. 1,067.00
Weighted average option fair value under ESOP Plan 2020 – Rs. 1,200.00
Weighted average option fair value under ESOP Plan 2023 – Rs. 1,318.00

Weighted average option fair value under RSU Plan 2016 – Rs. 3,290.00
Weighted average option fair value under RSU Plan 2017 – Rs. 3,663.00
Weighted average option fair value under RSU Plan 2018 – Rs. 2,672.00
Weighted average option fair value under RSU Plan 2019 – Rs. 2,308.00
Weighted average option fair value under RSU Plan 2020 – Rs. 2,686.00
Weighted average option fair value under RSU Plan 2021 – Rs. 2,699.00
Weighted average option fair value under PRSU Plan 2021 – Rs. 2,439.00
Weighted average option fair value under RSU Plan 2022 – Rs. 2,447.00
Weighted average option fair value under PRSU Plan 2022 – Rs. 2,328.00
Weighted average option fair value under RSU Plan 2023 – Rs. 2,584.00
Weighted average option fair value under PRSU Plan 2023 – Rs. 2,321.00
Weighted average option fair value under RSU Plan 2023(1) – Rs. 2,773.00
Weighted average option fair value under PRSU Plan 2023(1) – Rs. 2,511.00
 The fair value of options/RSU’s granted under various plans is estimated using the Black Scholes option pricing model after applying the following key assumption.
ESOP ESOP ESOP ESOP ESOP ESOP ESOP RSU RSU RSU RSU RSU RSU PRSU RSU PRSU RSU PRSU RSU PRSU
2014 2016 2017 2018 2019 2020 2023 2016 2017 2018 2019 2020 2021 2021 2022 2022 2023 2023 2023(1) 2023 (1)

A description of the method and significant assumptions Share Price 2996 3292 3757 2711 2637 3210 3060 3292 3757 2865 2637 3210 2999 2797 2760 2756 2851 2851 3060 3060
used during the year to estimate the fair value of options
including the following information: (a) the weighted- Exercise Price 2159 2469 2818 2033 1745 2085 1974 2 2 2 2 2 2 2 2 2 2 2 2 2
average values of share price, exercise price, expected
volatility, expected option life, expected dividends, the risk- Risk Free Interest
free interest rate and any other inputs to the model; (b) the 8.45% 7.08% 6.42% 7.00% 6.57% 5.88% 7.29% 7.06% 6.42% 7.23% 6.57% 5.88% 6.27% 5.16% 7.49% 7.23% 7.09% 7.14% 7.25% 7.28%
Rate
method used and the assumptions made to incorporate the
Expected Life (In
11 effects of expected early exercise; (c) how expected volatility
Years)
4.85 4.85 4.85 4.85 4.85 4.85 7 4.55 4.55 4.55 4.55 4.55 3.37 3.37 4.5 4.5 4.5 4.5 4.5 4.5
was determined, including an explanation of the extent to
which expected volatility was based on historical volatility;
Expected annual
and (d) whether and how any other features of the option
volatility of 26.87% 27.39% 23.98% 22.96% 22.54% 26.42% 31.50% 113.60% 107.90% 23.20% 22.49% 26.61% 36.11% 33.30% 32.86% 34.0% 27.1% 38.2% 27.6% 38.5%
grant were incorporated into the measurement of fair value,
shares
such as a market condition

Expected
3.17% 2.87% 2.56% 2.78% 2.92% 3.91% 3.58% 2.87% 2.56% 2.78% 2.92% 3.91% 4.22% 3.16% 4.38% 3.42% 3.58% 3.58% 3.58% 3.58%
dividend yield

The expected volatility has been calculated using the daily stock returns on NSE, based on expected life options of each vest.
The expected life of the share option is based on historical data and current expectation and not necessarily indicative of exercise pattern that may occur.

Diluted EPS on issue of shares pursuant to all the schemes

covered under the regulations shall be disclosed in
12 accordance with Indian Accounting Standard 33 any other Rs. 198.18 per share
relevant Indian accounting standards as prescribed from time
to time.

Relevant disclosures in terms of the accounting standards

prescribed by the Central Government in terms of section
13 133 of the Companies Act, 2013 including the ‘Guidance note All relevant disclosures have been made in the financial statements.
on accounting for employee share- based payments' issued in
that regard from time to time

Details of option movement during the Year

ESOP - ESOP - ESOP – ESOP - ESOP - ESOP - RSU - RSU PRSU RSU PRSU RSU PRSU RSU PRSU
S. No. Particulars
2016 2017 2018 2019 2020 2023 2020 2021 2021 2022 2022 2023 2023 2023 (1) 2023 (1)
Number of options/RSU’s outstanding at the beginning of the
1 8599 10879 46660 26970 49915 0 624 22100 25820 66656 134721 0 0 0 0
year
2 Number of options/ RSU’s granted during the year 0 0 0 0 0 30000 0 0 0 0 0 72169 136381 9641 36043

3 Number of options/ RSU’s forfeited / lapsed during the year 7749 2253 8760 1080 7800 0 0 3096 4446 7968 16984 5392 11065 525 1051

4 Number of options/ RSU’s vested during the year 0 0 0 12630 14528 624 8322 0 20673 0 0 0 0 0
5 Number of options/ RSU’s exercised during the year 850 2103 18500 20840 10570 0 624 10562 0 17974 0 0 0 0 0
Number of shares arising as a result of exercise of options/
6 850 2103 18500 20840 10570 0 624 10562 0 17974 0 0 0 0 0
RSU’s
Money realized by exercise of options/ RSU’s (INR), if scheme
7 2098650 5926254 37610500 36365800 22038450 0 1248 21124 0 35948 0 0 0 0 0
is implemented directly by the company
Loan repaid by the Trust during the year from exercise price Not Not Not Not Not Not Not Not Not Not Not Not Not
8 Not Applicable Not Applicable
received Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable Applicable

9 Number of options/ RSU’s outstanding at the end of the year 0 6523 19400 5050 31545 30000 0 8442 21374 40714 117737 66777 125316 9116 34992

10 Number of options/ RSU’s exercisable at the end of the year 0 6523 19400 5050 18788 0 0 953 0 2699 0 0 0 0 0

11 Employee wise details (name of employee, designation,

number of options/ RSU’s granted during the year, exercise
price) of options granted to -
(a) senior managerial personnel as defined under
Regulation 16(d) of the SEBI (Listing Obligations and None None None None None Refer Note 1 None None None None None Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1
Disclosure Requirements) Regulations, 2015;
(b) any other employee who receives a grant in any one year
of option/ RSU amounting to 5% or more of option/ RSU’s None None None None None Refer Note 1 None None None None None Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1
granted during that year; and
(c ) identified employees who were granted option,during any
one year, equal to or exceeding 1% of the issued capital
None None None None None Refer Note 1 None None None None None Refer Note 1 Refer Note 1 Refer Note 1 Refer Note 1
(excluding outstanding warrants conversions) of company at
the time grant.
 Note 1:
No. of options to
Exercise Price (In Rs.
Employee Name Designation senior managerial
per share)
personnel
RSU 2023
BHARATENDU KABI HEAD- CORPORATE COMMUNICATION & CSR 495 2
MICHAEL JOHN PETER CLARKE CHIEF OPERATING OFFICER 5240* 2
HEAD OF CORPORATE SERVICES AND EXECUTIVE
RAKESH VASISHT 752 2
SPONSOR -SCOOTER BUSINESS
SANJAY BHAN HEAD - GLOBAL BUSINESS UNIT 1,498 2
SURESH M S JAGIRDAR GENERAL COUNCIL 1,307 2
SWEDESH KUMAR SRIVASTAVA CBO- EMBU 1086 2
RAM KUPPUSWAMY CHIEF PROCUREMENT & SUPPLY CHAIN OFFICER 2003* 2
REEMA JAIN CHIEF INFORMATION AND DIGITAL OFFICER 1181 2
RANJIVJIT SINGH CBO -INDIA BUSINESS UNIT 1,340 2
ARUN KUMAR JAURA CHIEF TECHNOLOGY OFFICER 1785* 2
VIKRAM SITARAM KASBEKAR WHOLE TIME DIRECTOR 2353* 2
DHIRAJ KAPOOR COMPANY SECRETARY & COMPLIANCE OFFICER 469 2
TOTAL 19,509
PRSU 2023
BHARATENDU KABI HEAD- CORPORATE COMMUNICATION & CSR 2,010 2
MICHAEL JOHN PETER CLARKE CHIEF OPERATING OFFICER 21279* 2
HEAD OF CORPORATE SERVICES AND EXECUTIVE
RAKESH VASISHT 3,055 2
SPONSOR -SCOOTER BUSINESS
SANJAY BHAN HEAD - GLOBAL BUSINESS UNIT 6084 2
SURESH M S JAGIRDAR GENERAL COUNCIL 5,306 2
SWEDESH KUMAR SRIVASTAVA CBO- EMBU 4,409 2
RAM KUPPUSWAMY CHIEF PROCUREMENT & SUPPLY CHAIN OFFICER 8134* 2
REEMA JAIN CHIEF INFORMATION AND DIGITAL OFFICER 4,797 2
RANJIVJIT SINGH CBO -INDIA BUSINESS UNIT 5,440 2
ARUN KUMAR JAURA CHIEF TECHNOLOGY OFFICER 7249* 2
VIKRAM SITARAM KASBEKAR WHOLE TIME DIRECTOR 9554* 2
DHIRAJ KAPOOR COMPANY SECRETARY & COMPLIANCE OFFICER 462 2
TOTAL 77,779

RSU 2023 (1) NIRANJAN KUMAR GUPTA CEO 8380* 2

PRSU 2023 (1) NIRANJAN KUMAR GUPTA CEO 33520* 2
ESOP 2023 NIRANJAN KUMAR GUPTA CEO 30000* 1974
TOTAL 71,900

* 5% or more options/RSU’s of total granted during the year