Integrated Annual Report 2025-26 212 E. Details of stock options granted to Directors and the period over which such options accrued and are exercisable are as under: Name of Directors (along with their Designation) to whom Stock Options have been granted Date of Grant Options granted under 2010 Scheme Vesting period Exercise period Exercise price Dr. Anish Shah, Group CEO and Managing Director 2nd May 2025 1,45,436 Five instalments in May 2026, 2027, 2028, 2029 & 2030 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 6 years from the date of vesting. Rs. 5/- per option 3rd November 2025 33,704 Three instalments in November 2026, 2027 & 2028 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 5 years from the date of vesting. Mr. Rajesh Jejurikar, Executive Director & CEO (Auto and Farm Sector) 2nd May 2025 1,22,547 Five instalments in May 2026, 2027, 2028, 2029 & 2030 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 6 years from the date of vesting. Rs. 5/- per option 3rd November 2025 28,953 Three instalments in November 2026, 2027 & 2028 On the date of vesting or within the exercise period specified for each vesting. The maximum exercise period is 5 years from the date of vesting. Note: All relevant information on Stock options granted to Directors in previous Financial Years is accessible in the Company’s earlier Annual Report(s) IV. RISK MANAGEMENT Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the Company. These levels form the strategic defence cover of the Company’s risk management. Your Company has a robust organizational structure for managing and reporting on risks. Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter-alia, to review and recommend to the Board modifications to the Risk Management Policy. Further, the Board has constituted a Corporate Risk Council comprising the Senior Executives of the Company. The terms of reference of the Council include review of risks and Risk Management Policy at periodic intervals. Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. V. COMMITTEES OF THE BOARD The Board Committees are pivotal in fortifying the governance framework of the Company, addressing specific areas/ activities as mandated by applicable regulations including the areas that concern the Company and need a closer review, with precision and expertise. Majority of the members constituting these Committees are Independent Directors or the Committee(s) are chaired by an Independent Director, thereby ensuring objectivity, integrity and transparency in deliberations. Each Committee operates under a Charter or Terms of Reference which provide for its scope, powers, duties and responsibilities. The Chairperson of the respective Committees apprises the Board on the key discussions held in the respective Committee Meetings. The Minutes of the Meeting of all Committees are presented before the Board for its review and noting.
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