L&T Finance : LTFH - ESOP Information - Board's Report

L&T Finance Holdings Limited

Information required to be disclosed under Regulation 14 of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time.

1. Relevant disclosures in accordance with 'Indian Accounting Refer Note No. 1 of

Standard 102- Share based payment' as notified by the Ministry Annexure A of Corporate Affairs including the 'Guidance note on accounting

for employee share based payments'.

1. Diluted EPS on issue of shares pursuant to all the schemes Refer Note No. 2 of

	covered under the regulations shall be disclosed in accordance	Annexure A
	with 'Indian Accounting Standard 33 - Earning per share' as
	notified by the Ministry of Corporate Affairs.
C. Details related to ESOS
	Sr. Particulars	ESOP Scheme 2010	ESOP Scheme 2013
	No.

1. A description of each ESOP that existed at any time during the year, including the general terms and conditions of each ESOP, including -

	a) Date	of	November 29, 2010	April 4, 2014
	shareholders'
	approval
	b) Total	number of	3,42,95,232		5,15,84,661
	options approved under
	ESOP
	c) Vesting requirements	Vesting will commence one	Vesting will	commence	two
			year after the date of grant at	years or one year after the date
			the rates given below or at	of grant and may extend up to
			such other rates as may be	four years from the date of
			fixed by the Nomination &	grant as the case may be. The
			Remuneration	Committee	percentage	of vesting	each
			and may extend upto four	year shall be at the rates
			years from the date of grant,	decided by the Management.
			unless otherwise	varied in
			accordance with the Rules.
	d) Exercise price or	The exercise price for the purposes of the grant of Stock Options
	pricing formula	will be as per terms & conditions decided by the Board and / or
			Nomination & Remuneration Committee at the time of respective
			grant of Stock Options, but at a price not below the face value of
			the equity share and not exceeding the market price as per the
			SEBI Regulations.

		e) Maximum term of	The Exercise Period would be	Eight years (96 months) from
		options granted	seven years (84 months) from	the date of grant or Three years
			the date of grant or 3 years	(36 months) from the date of
			(36 months) from the date of	retirement/death whichever is
			retirement / death, whichever	earlier.
			is earlier.
		f) Source of shares	Primary	Primary
		(primary, secondary or
		combination)
		g) Variation in terms	N.A.	N.A.
		of options
	(ii) Method used to account for	Fair Value
	ESOP - Intrinsic or fair
	value.

(iv) Option movement during the year (For each ESOS):

		Particulars	ESOP Scheme	ESOP Scheme
			2010		2013
		Number of options outstanding at the beginning	9,48,250	2,16,22,255
		of the period
		Number of options granted during the year	-		8,21,880
		Number of options forfeited / lapsed during the	1,88,000	8x0,02,047
		year
		Number of options vested during the year	1,37,500		75,04,495
		Number of options exercised during the year	1,96,500		54,39,129
		Number of shares arising as a result of exercise	1,96,500		54,39,129
		of options
		Money realized by exercise of options (₹), if	68,50,305	9,60,64,035
		scheme is implemented directly by the
		company
		Loan repaid by the Trust during the year from	N.A.		N.A.
		exercise price received
		Number of options outstanding at the end of	5,63,750	2,75,38,744
		the year
		Number of options exercisable at the end of the	4,85,000	1,83,45,892
		year	Weighted-average
	(v) Weighted-average exercise prices and weighted-	exercise	prices -
	average fair values of options shall be disclosed	₹ 10
	separately for options whose exercise price either
	equals or exceeds or is less than the market price	Weighted-average	fair	values -
	of the stock.	₹ 69.48

1. Employee wise details (name of employee, Nil designation, number of options granted during the year, exercise price) of options granted to -

a) Senior managerial personnel;	None
b) any other employee who receives a grant in	None
any one year of option amounting to 5% or
more of option granted during that year: and
c) identified employees who were granted option,	None
during any one year, equal to or exceeding 1%
of the issued capital (excluding outstanding
warrants and conversions) of the company at
the time of grant.

*Options lapsed during the year on account of resignation of the employee

1. A description of the method and significant Weighted average exercise price - assumptions used during the year to estimate the ₹ 10 Weighted average share price -

fair value of options including the following	₹ 79.87 Expected volatility - Calculated
information:	by using the closing market prices of the
a) the weighted-average values of share price,	Company's Shares during the last one
exercise price, expected volatility, expected	year.
option life, expected dividends, the risk-free	Expected life - Full life of the option is the
interest rate and any other inputs to the model;	period up to which it can be exercised.
	Expected dividends - Yield has been
	calculated on the basis of dividend yield
	of the financial year.
	Risk-free interest rate - This is the rate
	offered in the market with virtually zero
	risk. Normally the yield of Government
	backed securities with maturity similar to
	that of the option is taken into
	consideration.

1. the method used and the assumptions made to incorporate the effects of expected early

exercise;	As decided by the Management in case of
	Retirement and Death of an employee.

1. how expected volatility was determined, including an explanation of the extent to which
   expected volatility was based on historical Expected volatility is based on the

volatility; and	historical volatility of the Company shares
	price applicable to the expected life of
	each option.

whether and how any other features of the option grant were incorporated into the measurement of fair value, such as a market condition.

The price of underlying shares in market at the time of option grant - closing market price, on previous trading day on which the options are granted, on the Stock Exchange where the volume of shares traded is more.

Disclosures in respect of grants made in three years prior to IPO under each ESOP

Until all options granted in the three years prior to the Not Applicable IPO have been exercised or have lapsed, disclosures of

the information specified above in respect of such options shall also be made.

Annexure A

1. Stock option scheme

1. The Company has formulated Employee Stock Option Schemes 2010 (ESOP Scheme- 2010) and 2013 (ESOP Scheme 2013). The grant of options to the employees under the stock option schemes is on the basis of their performance and other eligibility criteria. The options allotted under the scheme 2010 are vested over a period of four years in the ratio of 15%, 20%, 30% and 35% respectively from the end of 12 months from the date of grant, subject to the discretion of the management and fulfillment of certain conditions. The options granted under the scheme 2013 are vested in a graded manner over a period of four years with 0%, 33%, 33% and 34% of grants vesting each year, commencing from the end of 24 months from the date of grant or w.e.f. July 10, 2019 vested in a graded manner over a period of four years with 25%, 25%, 25% and 25% of grants vesting each year, commencing from the end of 12 months from the date of grant.
2. Options allotted under scheme 2010 can be exercised anytime within a period of 7 years from the date of grant and would be settled by way of equity. The option granted under scheme 2013 can be exercised anytime within a period of 8 years from the date of grant. Management has discretion to modify the exercise period.
3. The option granted under scheme 2010 is at exercise price of ₹ 44.20. The option granted under scheme 2013 can be exercised either at market price which was the last closing price on National stock exchange preceding the date of grant or w.e.f. July 10, 2019 ₹ 10 respectively.
4. During the year ended March 31, 2023, 1,96,500 and 54,39,129 options were allotted under the scheme 2010 and 2013 respectively.
5. The details of the grants are summarised below:

Sr.	Particulars	ESOP Scheme 2010	ESOP Scheme 2013
No.	2022-23	2021-22	2022-23	2021-22
1	Options granted and outstanding	9,48,250	19,28,500	4,01,58,040	3,98,32,101
at the beginning of the year
			8,21,880
2	Options granted during the year	-	-	1,07,89,685
3	Options cancelled/ lapsed during	1,88,000	6,63,250	80,02,047	61,90,962
the year
			54,39,129
4	Options exercised during the	1,96,500	3,17,000	42,72,784
year

5 Options granted and outstanding at the end of the year of which -

- Options vested	4,85,000	7,19,000	1,83,45,892	2,16,22,255
- Options yet to vest	78,750	2,29,250	91,92,852	1,85,35,785