Motilal Oswal Financial Services Limited

Employee Stock Option Scheme – IX

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 Motilal Oswal Financial Services Limited
Employee Stock Option Scheme - IX

Employee Stock Option Scheme – IX

This Scheme has been formulated by the Board of Directors of the Company in its meeting
held on April 29, 2021 approved by Shareholders on August 09, 2021 in accordance with the
provisions of Securities and Exchange Board of India (Share Based Employee Benefits)
Regulations, 2014, ("SEBI Regulations") (as amended from time to time). The Scheme shall
come into force w.e.f. April 29, 2021.

1. Name, Objective and Term of the Plan

1.1 This Plan shall be called the “Motilal Oswal Financial Services Limited – Employee
Stock Option Scheme - IX (ESOS – IX/Scheme)”.

1.2 The objective of the ESOS - IX is to provide an additional incentive to the employees
in the form of Options to receive the equity shares of the Company at a future date.
The ESOS is aimed at attracting, retaining and rewarding Employees of the
Company and its holding/subsidiary companies.

1.3 The ESOS - IX shall continue to be in force until:-

(i) its termination by the Board of Directors or the Nomination and

Remuneration Committee ; or

(ii) the date on which all of the options available for issuance under the
ESOS - IX have been issued and exercised.

1.4 The Board of Directors or the Nomination and Remuneration Committee may subject
to compliance with Applicable Laws, at any time alter, amend, suspend or terminate
the ESOS - IX.

2. Definitions and Interpretation

2.1 Definitions

The terms defined in this ESOS - IX shall for the purposes of this ESOS - IX, have the
meanings herein specified and terms not defined in this ESOS - IX shall have the
meanings as defined in the SEBI Act, 1992, the Securities Contracts (Regulation) Act,
1956, the Companies Act, 2013, the Securities & Exchange Board of India (Issue of
Capital and Disclosure Requirement) Regulations, 2009 and SEBI (Share Based
Employee Benefits Regulations), 2014 or any statutory modifications or
re-enactments thereof, as the case may be.

i. “Agreement” means the Employee Stock Option Agreement between the

Company and the Option Grantee evidencing the terms and conditions of an
individual Employee Stock Option grant. The Agreement is subject to the
conditions of – ESOS IX.

ii. “Applicable Law” means the legal requirements relating to Employee Stock
Options, including, but not limited to the Companies Act, 2013, SEBI (Share
Based Employee Benefits Regulations), 2014 or any statutory modifications or
re-enactments thereof, as the case may be and all relevant tax, securities,

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Employee Stock Option Scheme - IX

exchange control or corporate laws of India or any relevant jurisdiction or of

any stock exchange on which the shares of the Company may be listed.

iii. “Board” means the Board of Directors of the Company and includes a
Committee of the Board which the Board may have constituted or hereinafter
to be constituted.

iv. “Companies Act” means the Companies Act, 2013 and includes any statutory
modifications or re-enactment thereof.

v. “Company” means Motilal Oswal Financial Services Limited (MOFSL).

vi. “Director” means a member of the Board.

vii. “Eligibility Criteria” means the criteria as may be determined from time to
time by the Nomination and Remuneration Committee for granting the
Employee Stock Options to the Employees.

viii. “Eligible Employee(s) or Beneficiary (ies)” means all Employees to whom

an Option is granted under the ESOS - IX or those Employees who satisfy the
Eligibility Criteria for Grant of Options as the case may be.

ix. “Employee” means:-

(a) a permanent employee of the company who has been working in India or
outside India; or

(b) a director of the company, whether a whole time director or not but
excluding an independent director; or

(c) Employees of the Company, who are citizen of the countries to whom
issue/ grant of Stock Options is restricted under the foreign exchange
rules and regulation in India, upon obtaining prior permission of the
Reserve Bank of India or such other authority, as may be applicable.

(d) Other persons as may from time to time be allowed to be eligible for the
benefits of ESOS - IX under applicable laws and regulations prevailing
from time to time but excluding the persons not eligible to participate as
per the Act and the SEBI Regulations.

For the avoidance of doubt, it is clarified that permanent employees shall

mean all employees who are on the payroll of the Company or of the
subsidiary company or of the holding company, as the case may be.

x. “Employee Stock Option” or “Option” means the option given to the

directors, officers or employees of a company or subsidiary company(ies) or
holding company(ies), if any, which gives such directors, officers or
employees, the benefit or right but not obligation to purchase, or to subscribe
for, the shares of the company at a future date at a pre-determined exercise
price;

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Employee Stock Option Scheme - IX

xi. “Equity Shares” or “Shares” means an Equity Share of the Company of the
face value of Re. 1 each or where the Equity Shares has been split up into par
value of less than Re. 1 or consolidated into a par value of more than Re. 1,
then the Shares of such denominations, arising out of the exercise of
Employee Stock Options granted under the ESOS - IX.

xii. “Exercise” of an Option means expression of an intention by an Eligible

Employee to the Company to purchase the Shares underlying the Options
vested in him/her, in pursuance of the ESOS - IX, in accordance with the
procedure laid down by the Nomination and Remuneration Committee for
Exercise of Options.

xiii. “Exercise Period” means such time period after vesting within which the
Eligible Employee should Exercise the Options vested in him/her in
pursuance of the ESOS - IX.

xiv. “Exercise Price” means the price at which the Eligible Employee is entitled to
acquire the Equity Shares pursuant to the Options granted and vested in
him/her under the ESOS - IX.

Exercise Price shall be the closing price of the Company's Equity Shares, prior
to the date of board/committee meeting for grant of the Options, on the Stock
Exchanges where the highest trading volume is recorded, discounted/
increased by such percentage as may be determined by the Nomination and
Remuneration Committee or such other price as may be determined by
Nomination and Remuneration Committee on confirming to the accounting
policies.

xv. “Independent Director” means a Director within the meaning of the

Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.

xvi. “Grant” means issue of Options to the Employees under the ESOS - IX.

xvii. “Grant Date/Date of grant” means the date of the meeting of the Nomination
and Remuneration Committee in which grant of Options to the employees are
approved or such other date as may be decided by the Nomination and
Remuneration Committee.

xviii. “Holding Company” means the Holding Company(ies) of the Company as

defined under Section 2(46) of the Companies Act, 2013.

xix. “Subsidiary Company” means the Subsidiary Company(ies) of the Company

as defined under Section 2(87) of the Companies Act, 2013.

xx. “Letter of Grant” means the letter issued by the Company intimating the
Employee of the Options granted to him/her for acquiring a specified
number of Equity Shares at the Exercise Price.

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Employee Stock Option Scheme - IX

xxi. “Long Leave” means continues leave taken by the Eligible Employee in
excess of 90 days or as determined by the Nomination and Remuneration
Committee.

xxii. “Option Grantee” means an Employee to whom Options are granted, having
a right but not an obligation to Exercise the Option(s) in pursuance of the
ESOS - IX.

xxiii. “Permanent Incapacity” means ‘total disablement’ as defined under the

Workmen’s Compensation Act, 1923 and as determined by the Nomination
and Remuneration Committee based on a certificate of a medical expert
identified by the Nomination and Remuneration Committee.

xxiv. “Promoter” means the same meaning assigned to it under the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 & as defined under the Companies Act, 2013 (as amended
from time to time)

xxv. “Promoter Group” means the same meaning assigned to it under the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 & as defined under the Companies Act, 2013
(As amended from time to time)

xxvi. “Stock Exchange” means the BSE, NSE or any other Stock Exchange in India
on which the Company’s equity shares are listed or to be listed.

xxvii. “SEBI Regulations” means and includes the Securities and Exchange Board
of India (Share Based Employee Benefits) Regulation 2014, as amended and
includes all regulations and clarifications issued there under

xxviii. “Nomination and Remuneration Committee” means the Committee of

Directors as constituted by the Board of Directors of the Company and
entrusted with the authority to formulate, implement and administer the
Employee Stock Option Scheme(s) of the Company.

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

xxx. “Scheme/Plan/ESOS - IX” means Motilal Oswal Financial Services Limited

Employee Stock Option Scheme - IX, under which the Company is authorised
to Grant Options.

xxxi. “Vesting” means earning by the Option Grantee, of the right to Exercise the
Stock Options granted to him/her in pursuance of the ESOS - IX.

xxxii. “Vesting Condition” means any condition subject to which the Options
Granted would vest in an Option Grantee.

xxxiii. “Vesting Period” means the period during which the Vesting of the
Employee Stock Option granted to an Employee, in pursuance of the ESOS -
IX takes place.

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Employee Stock Option Scheme - IX

xxxiv. “Vested Option” means an Option in respect of which the prescribed Vesting
Conditions have been satisfied and the Option Grantee has become eligible to
Exercise the Option.

xxxv. “Unvested Option” means an Option in respect of which the prescribed

Vesting Conditions have not been satisfied and as such, the Option Grantee
has not become eligible to Exercise the Option.

2.2. Interpretation

In this Plan, unless the contrary intention appears:

a) the clause headings are for ease of reference only and shall not be relevant to
interpretation;

b) a reference to a clause number is a reference to its sub-clauses;

c) words in singular number include the plural and vice versa;

d) words importing a gender include any other gender;

e) a reference to a Schedule includes a reference to any part of that Schedule

which is incorporated by reference.

f) the term Company shall, wherever applicable, include the present and future
subsidiaries/ holding companies, as the case may be.

3. Authority and Ceiling

The Members vide Special Resolution(s) passed at the Annual General Meeting of
the Company held on August 09, 2021 had resolved to introduce ‘Motilal Oswal
Financial Services Limited Employee Stock Option Scheme - IX’ and to issue to the
Employees under the ESOS - IX , Employee Stock Options exercisable into not more
than 30,00,000 Equity Shares of the face value of Re. 1/- each, with each such Option
enabling the Option Grantee to apply for one Equity Share of the Company, in
accordance with the terms and conditions of such Grant. If an Employee Stock
Option expires or becomes unexercisable without having been exercised in full, the
unexercised Options, which were subject thereto, shall become available for future
Grants. The maximum number of Options to be granted to any one Employee in
ESOS - IX shall not in any case exceed 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of grant of stock
options.

The maximum number of Options to be granted to Non-executive and Non

Independent Directors will not exceed 2,50,000 Options in any financial year and the
total number of Options to be granted to Non-executive and Non-Independent
Directors will not exceed 10,00,000 options in the aggregate.

3.1 Where Shares are issued consequent upon exercise of the Options under the ESOS -
IX, the upper limit on the number of Shares referred to in Clause 3 above will stand
reduced to the extent of such Shares issued.

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Employee Stock Option Scheme - IX

3.2 In case of any bonus and/or rights issue, Equity Shares are issued by the Company
or the Equity Shares of the Company are consolidated into par value of more than
Re. 1 each split up reducing the face value per Equity Share, then the Nomination
and Remuneration Committee may make a fair and reasonable adjustment to the
number of outstanding Options and/or to the Exercise Price.

Similarly, if the Company takes any action, which in the opinion of the Nomination
and Remuneration Committee requires any adjustment to the number of outstanding
Options and/or the Exercise Price, then the Nomination and Remuneration
Committee may make a fair and reasonable adjustment to the number of outstanding
Options and/or to the Exercise Price.

The Options granted herewith shall not be affected by any takeover by/of, merger
with, or amalgamation of any other entity with the Company or in the event of
restructuring of the capital of the Company. In such an event, the Nomination and
Remuneration Committee would have the authority to alter all or any of the terms
relating to the Grant and would also have the authority to do all such acts and deeds
as it may deem fit in its absolute discretion and as permitted under the Applicable
Law, so to ensure that the benefits under the Grant are passed on to the Eligible
Employees.

4. Administration

4.1 The ESOS - IX shall be administered by the Nomination and Remuneration/

Compensation Committee. All questions of interpretation of the ESOS - IX or any
Employee Stock Option shall be determined by the Nomination and Remuneration
Committee and such determination shall be final and binding upon all persons having
an interest in the ESOS - IX or such Employee Stock Option.

4.2 Subject to the terms of the Special Resolution passed by the shareholders of the
Company at the Annual General Meeting of the Company held on August 09, 2021
approving the introduction of ESOS - IX and issue of Shares to the Employees under an
ESOS - IX and the Applicable Laws, the Nomination and Remuneration Committee in
its absolute discretion has been authorised to determine all the terms governing the
ESOS - IX including but not limited to:-

(a) determining the Eligible Employees to whom the Options are to be granted;

(b) the time when the Options are to be granted;

(c) the number of tranches in which the Options are to be granted and the number
of Options to be granted in each such tranche;

(d) the quantum of Employee Stock Options to be granted at various point of time
under the ESOS - IX per Employee, subject to the ceiling as specified in Para 3;

(e) the number of Options to be granted to each Employee;

(f) Exercise price of the option;

(g) the terms and conditions subject to which the Options granted would vest in
the Employee;
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Employee Stock Option Scheme - IX

(h) the Schedule for Vesting of Employee Stock Options;

(i) the conditions under which the Employee Stock Option vested in Employees
may lapse in case of termination of employment for misconduct or poor
performance;

(j) the procedure for making a fair and reasonable adjustment to the number of
Employee Stock Options and to the Exercise Price in case of a corporate action
such as rights issues, bonus issues, merger, sale of division and others taking
into consideration the following:-

(i) The number of options and the price of ESOS - IX shall be adjusted in a
manner such that total value of the ESOS - IX remains the same after
the corporate action;

(ii) For this purpose, best global practices in this area including the
procedures followed by the derivative markets in India and abroad
shall be considered

and

(iii) The Vesting period and the life of options shall be left unaltered as far
as possible to protect the rights of the Option Grantee.

(k) the procedure and terms for the Grant, Vesting and Exercise of Employee
Stock Option, including Employees who are on long leave;

(l) the procedure for cashless exercise of Employee Stock Options, if required;

(m) approve forms, writings and/or agreements for use in pursuance of the
ESOS - IX ;

(n) frame any other byelaws, rules or procedures as it may deem fit for
administering ESOS – IX;

(o) Frame suitable policies and procedures to ensure that there is no violation of
securities laws, as amended from time to time, including Securities and
Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015
and Securities and Exchange Board of India (Prohibition of Fraudulent and
Unfair Trade Practices Relating to the Securities Market) Regulations, 2003 by
the Company and its Employees, as applicable.

The Board has also framed policies and systems for the purpose of ensuring that
there is no violation of the provisions of Companies Act, 2013 and the rules
thereunder and all other applicable laws and its regulations by any Employee.

5. Eligibility and Applicability

5.1 Only Employees as defined hereinbefore are eligible for grant of Employee Stock
Options under ESOS - IX. The appraisal process for determining the Eligible
Employees would be specified by the Nomination and Remuneration Committee
and will be based on the various parameters like tenure of association with the

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Employee Stock Option Scheme - IX

Company, performance during the previous years, contribution towards strategic

growth, contribution to team building and succession, cross functional relationship,
Corporate governance, Company’s value, etc. and /or any such other criteria that
may be determined by the Nomination and Remuneration Committee in its sole
discretion from time to time.

5.2 The Scheme shall be applicable to the Company, its present and future subsidiary
company(ies)/holding company(ies) and may be granted to the Employees as
determined by the Nomination and Remuneration Committee in its discretion from
time to time.

6. Grant of options

6.1 Unless otherwise provided by the Nomination and Remuneration Committee at the
time of grant of the Employee Stock Options, the Employee Stock Options granted to
an Employee shall be subject to the terms and conditions set forth in this Plan, the
Letter of Grant and the Agreement, if any, approved by the Nomination and
Remuneration Committee and entered into between the Company and the
Employee.

6.2 Grant of Employee Stock Options may be evidenced by the Employee Stock Option
Agreement in such form, as the Nomination and Remuneration Committee shall
from time to time determine. Such Agreement, if any, shall be deemed to incorporate
all of the terms of the ESOS - IX, as if the same were set out therein.

6.3 No amount shall be paid by the Eligible Employee at the time of Grant of Options.

7. Vesting of the Options Granted

Options granted under the ESOS - IX would vest, in one or more tranches, after
expiry of period of 1 year from the date of the Grant and not later than 6 years from
the date of Grant of such Options in case of time vesting, as may be specified in the
Letter of Grant. Vesting of Options would be subject to continued employment with
the Company and/ holding company(ies)/ subsidiary company(ies), and thus the
Options would vest in passage of time. In addition to this, the Nomination and
Remuneration Committee may also specify certain performance parameters subject
to which the options would vest. In case of performance based vesting, the options
would vest on achievement of performance parameters irrespective of the time
horizon. The specific Vesting schedule and conditions subject to which Vesting
would take place would be outlined in the Letter of Grant given to the Option
Grantee at the time of Grant of Options.

8. Procedure of Exercising

a) The Options which are vested in an Employee may be exercised by him/her

within the Exercise Period at one time or in such number of tranche(s) as they
may desired subject to the conditions, if any, prescribed by the Nomination
and Remuneration Committee and in such manner as may be specified in the
Letter of Grant.

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Employee Stock Option Scheme - IX

b) An Employee wishing to exercise the Options vested in him/her shall submit

an application in the specified format to the Company.

c) In case the Employee wishes to exercise the Options, the Employee shall
submit the application form to the Company along with a cheque/demand
draft for the Exercise Price being the number of Options exercised multiplied
by the Exercise Price per Equity Share as indicated in the Letter of Grant. Such
cheque/demand draft should be drawn in favour of "Motilal Oswal Financial
Services Limited". The employees also have an option to make the online
payment of application money.

d) Subject to the provisions of the Scheme, the Options vested in the Employees
shall be exercised by him/her within a period of 36 months from the date of
vesting or such other extended period as may be decided by the Nomination
and Remuneration Committee and the Options remaining so unexercised
thereafter, shall lapse. In case of termination of the services of the Employee
due to resignation etc., the Options granted but not vested in him/her shall
automatically lapse forthwith on submission of the resignation by the Eligible
Employee and the options vested shall be exercised by the employees within a
period of 12 months from the date of resignation or 36 months from date of
vesting, whichever is earlier or such extended period as may be decided by the
Nomination and Remuneration Committee.

e) For all Options exercised during a calendar month, the Board (which term shall
be deemed to include any Committee which the Board may have may
constituted or hereinafter constitute to allot the shares on exercise of Stock
Options) shall issue and allot the relevant number of Equity Shares within 60
days from the date of exercise of Options and shall credit the relevant number
of Equity Shares to their designated depository account, if any. The aforesaid
period of 60 days would be subject to review by the Nomination and
Remuneration Committee from time to time.

f) In the event of termination of the employment of an Option Grantee due to

misconduct including breach of policies of the Company and its subsidiary
company(ies)/holding company(ies) or the terms of employment or poor
performance, all Employee Stock Options granted to such Employee, including
the Vested Options which were not exercised at the time of such breach shall
lapse with effect from the date of such breach; the date of such breach shall be
determined by the Nomination and Remuneration Committee, and its decision
on this issue shall be final and binding.

g) Notwithstanding anything contained in (d) above, in the event of separation

from employment for reasons of normal retirement or a retirement specifically
approved by the Company or its subsidiary company(ies)/holding
company(ies), as the case may be:-

i. all Vested Options should be exercised by the Option Grantee within a

period of 12 months from the date of retirement or 36 months from
date of vesting, whichever is earlier or such extended period as may
be decided by the Nomination and Remuneration Committee; and

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Employee Stock Option Scheme - IX

ii. all Unvested Options will lapse as on the date of such retirement,
unless otherwise determined by the Nomination and Remuneration
Committee whose determination will be final and binding.

h) Notwithstanding anything contained herein, in case of death or permanent

disability of any Eligible Employee whilst in service of the Company, the
Options granted but not vested in that Eligible Employee shall vest,
immediately on the date of death of employee(s), in the legal heirs or the
person(s) nominated by such Eligible Employee in case of death. Further, in
case of permanent disability, the options granted but not vested shall vest
immediately in Eligible Employee himself/herself as on the date of occurrence
of permanent disability. These Options shall be exercised by the
nominee(s)/Eligible Employee in accordance with the Scheme or such other
extended period as may be decided by the Nomination and Remuneration
Committee. The nomination shall be made in the form prescribed by the
Company for this purpose. The decision whether or not an Eligible Employee
is permanently disabled will be taken by the Nomination and Remuneration
Committee and such decision shall be final and binding on such Employee. All
vested Options may be exercised by the Option Grantee’s nominee or legal heir
within the exercise period.

i) In case of the death of any Eligible Employee who has not nominated any
person(s), the Options will vest in and shall be exercised by the successor(s) of
such Eligible Employee in accordance with the provisions of the Scheme,
provided however that the successor(s) shall be required to produce to the
Company all such documents as may be required by the Company to prove the
succession to the assets of the deceased Eligible Employee. In case the proof of
the succession is not produced to the Company within one year from the date
of death of the Eligible Employee or such further time as the Nomination and
Remuneration Committee may permit in its absolute discretion, the Options
shall lapse.

j) In the event of abandonment of employment by an Option Grantee without the

consent of the Company or its subsidiary company(ies) or holding
company(ies), as the case may be, all Employee Stock Options granted to such
employee, including the Vested Options, which were not exercised at the time
of abandonment of employment, shall stand terminated with immediate effect.
The Nomination and Remuneration Committee, at its sole discretion shall
decide the date of abandonment by an Employee and such decision shall be
final and binding on all concerned.

k) In case an Eligible Employee has been suspended or in case of an Eligible

Employee against whom an enquiry is being conducted for any reason, all
Options shall stand suspended and shall not vest nor shall be exercisable until
the enquiry is completed. If the Eligible Employee is found guilty of
misconduct under any such enquiry, the provisions of sub-clause (j) above
shall apply.

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Employee Stock Option Scheme - IX

9. Other Terms and Conditions

9.1 The Employee shall not have a right to receive any dividend or to vote or in any
manner enjoy the benefits of a shareholder in respect of Employee Stock Options
granted, till Shares underlying such Employee Stock Options are allotted on Exercise
of such Employee Stock Option.

9.2 If the Company issues bonus or rights shares, the Option Grantee will not be eligible
for the bonus or rights shares in the capacity of an Option Grantee, except that the
number of options or the Exercise Price, or both, may be adjusted in terms of
Clause 4.2.

9.3 Employee Stock Options shall not be transferable to any person except in the event of
death or permanent disability of the Option Grantee, in which case Clause 8(h)
would apply. However, there will be no restriction on transferability of the Shares,
which may be issued / allotted on Exercise of the Options Granted pursuant to this
Scheme.

9.4 No person other than the Employee to whom the Employee Stock Option is granted
shall be entitled to Exercise the Employee Stock Option except in the event of the
death or permanent disability of the Option Grantee, in which case Clause 8(h)
would apply.

9.5 The Employee Stock Option shall not be pledged, hypothecated, mortgaged or
otherwise encumbered or alienated in any manner whatsoever.

9.6 The Stock Options which have been lapsed and which might be lapsed in future
under ESOS - IX would be re-granted by the Nomination and Remuneration
Committee of the Company as per the discretion of the said Committee.

9.7 The Shares issued to an Eligible Employee under this Scheme would rank pari-passu
with the existing Shares of the Company save and except that such Shares shall carry
the right to receive either the full dividend or a pro rata dividend (if any) from the
date of allotment/transfer, as may be determined by the Board, declared for the
financial year in which the new Shares are allotted/transferred.

10. Taxation

The Company shall have the right to deduct from the employee’s salary, any of the
employee’s tax obligations arising in connection with the Employee Stock Option or
the Shares acquired upon the Exercise thereof. The Company shall have no
obligation to credit shares until tax deduction obligations, if any, have been satisfied
in respect of/by the Option Grantee.

The Tax implications on Employees’ Stock Options pertaining to Income Tax and all
other taxes as per the provisions of the Income Tax Act, 1961 and applicable laws
would be borne and paid entirely by the Option Grantee. The Company shall recover
any tax payable or paid of whatsoever nature, which may arise through the Grant,
Vesting and/or Exercise of these Stock Options to the Option Grantee.

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11. Variation of Terms of ESOS - IX

The Company may by a special resolution vary the terms of the ESOS - IX in respect
of the Options which have yet not been exercised by the Employees provided such
variation is not prejudicial to the interest of the Option Grantee.

Further, the Company may re-price the Options which have yet not been exercised
by the Employees if the Options are rendered unattractive due to fall in the price of
the Shares of the Company after obtaining approval of member by a special
resolution.

The Company will not vary the terms of the ESOS - IX in any manner which may be
prejudicial or detrimental to the interests of the Employee.

12. Method of valuation

The Scheme provides that employees are granted an option to subscribe to equity
share of the Company that vest on the satisfaction of vesting conditions. The fair
value of options granted under the Scheme is recognized as an employee benefits
expense with a corresponding increase in equity. The total amount to be expensed is
determined reference to the fair value of the options granted excluding the impact of
any service conditions. The total expense is recognized over the vesting period,
which is the period over which all of the specified vesting conditions are to be
satisfied. At the end of each period, the Company revises its estimates of the number
of options that are expected to vest based on the service conditions. It recognizes the
impact of the revision to original estimates, if any, in profit or loss, with a
corresponding adjustment to equity. As the Scheme provides for issue of shares to be
offered to employees other than existing shareholders of the Company, consent of
the shareholders is being sought pursuant to section 62 and all other applicable
provisions, if any, of the Companies Act, 2013 and as per the ESOP Regulations. On
exercise of vested Stock Options by the employees / directors, subject to the terms of
the Scheme, the Board of Directors or its Committee will approve the issue and
allotment of Equity Shares to the Employees / Directors.

13. Miscellaneous

13.1 Government Regulations

This ESOS - IX shall be subject to all Applicable Laws and approvals from
governmental authorities.

13.2 Inability to obtain Authority/Approval

The inability of the Company to obtain approval or authority from any regulatory
body having jurisdiction, or under any Applicable Laws for the lawful issuance,
grant and sale of any Option/Shares hereunder shall relieve and wholly discharge
the Company of any and all liability in respect of the failure to issue, grant or sell
such Option/Shares.

13.3 The Grant of an Employee Stock Option does not form part of the Option Grantee’s
entitlement to Compensation or benefits pursuant to his contract of employment nor
does the existence of a contract of employment between any person and the
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Employee Stock Option Scheme - IX

Company or its subsidiary or holding company(ies), give such person any right,
entitlement or expectation to have an Employee Stock Option granted to him in
respect of any number of shares or any expectation that an Employee Stock Option
might be granted to him whether subject to any condition or at all.

13.4 Neither the existence of this Plan nor the fact that an individual has on any occasion
been granted an Employee Stock Option shall give such individual or any other
individual any right, entitlement or expectation that he has or will in future have any
such right, entitlement or expectation to participate in this Plan by being granted an
Employee Stock Option on any occasion.

13.5 The rights granted to an Option Grantee upon the Grant of an Employee Stock
Option shall not entitle the Option Grantee any rights or additional rights to
compensation or damages in consequence of the loss or termination of his office or
employment with the Company or its holding company(ies)/ subsidiary
company(ies), as the case may be, for any reason whatsoever (whether or not such
termination is ultimately held to be wrongful or unfair).

13.6 The Option Grantee shall not be entitled to any compensation or damages for any
loss or potential loss which he/she may suffer by reason of being unable to Exercise
an Employee Stock Option in whole or in part.

14. Notices

All notices of communication required to be given by the Company to an Option

Grantee by virtue of this ESOS - IX shall be in writing and shall be sent to the address
of the Option Grantee available in the records of the Company and any
communication to be given by an Option Grantee to the Company in respect of the
ESOS - IX shall be sent to the address mentioned below or such other address as may
be notified from time to time:

Motilal Oswal Financial Services Limited

Motilal Oswal Tower, Rahimtullah Sayani Road,
Opposite Parel ST Depot, Prabhadevi, Mumbai-400025

15. Governing Law and Jurisdiction

15.1 The terms and conditions of the ESOS - IX shall be governed by and construed in
accordance with the laws of India.

15.2 The Courts of Mumbai, India shall have jurisdiction in respect of any and all matters,
disputes or differences arising in relation to or out of this ESOS - IX. All disputes,
differences, claims and questions which shall arise between the COMPANY and the
ELIGIBLE EMPLOYEES in relation to the ESOS - IX, shall be amicably settled. In the
event of the failure to do so, the same shall be settled by arbitration in accordance
with the provisions of the Arbitration and Conciliation Act, 1996. The site of the
Arbitration shall be Mumbai, Maharashtra, India. The language of the Arbitration
shall be in English.

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 Motilal Oswal Financial Services Limited
Employee Stock Option Scheme - IX

15.3 Nothing in this Clause will however limit the right of the Company to bring
proceedings against any Employee in connection with this ESOS - IX:

(i) in any other court of competent jurisdiction; or

(ii) concurrently in more than one jurisdiction.

16 Income Tax Rules & Accounting Policies.

The Income Tax Laws and Rules in force will be applicable. In respect of the
ESOS - IX, the COMPANY shall conform to the applicable Accounting Policies.

17. Representation

The Company does not make any representation regarding the performance of the
Company or the future value of the Equity Shares. Each Employee should take the
decision to Exercise the Options Granted to him/her after considering all the
provisions of this ESOS - IX and other relevant factors.

This represents the complete scheme for ESOS - IX.

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