CFSL Integrated Report 2025

FINANCIAL

214

Risk Management

Corporate Governance

Statutory Disclosures

38. EMPLOYEE OPTION PLAN Employees of the CFSL Group are entitled to participate in the ESOS, whereby they are offered the right to buy a certain number of shares at a fixed price and at some period of time in the future. The objectives of the ESOS are as follows: • Providing targeted incentives to staff; • Aligning the objectives of staff members with those of the Shareholders; • Encouraging the adoption of a team environment and business culture; and • Increasing individual productivity. The ESOS is designed to provide long-term incentives for the Company's members of its executive committee and management committee (including executive directors) to deliver and create long-term shareholder value. Under the plan, participants are granted options which only vest if certain service conditions standards are met. Participation in the plan is at the board’s discretion, and no individual has a contractual right to participate in the plan or to receive any guaranteed benefits. The amount of options that will vest depends on the Company’s members of Executive Committee and Management Committee have satisfied the service conditions of 3 years. Once vested, the options remain exercisable, in whole or in part, through two (2) specific windows namely (i) a period of 14 days following the publication of the 6 monthly interim reports of the Company and (ii) a period of 14 days following the publication of the preliminary 12 months reports of the Company over a period of 5 years from the Vesting Date. Beyond this period, the Option to subscribe to the Option Shares shall lapse. Options are granted under the Scheme for no consideration and will rank pari passu in all respects with existing ordinary shares issued, including voting purposes and in full for all dividends and distributions on ordinary shares declared. When exercisable, each option is convertible into one ordinary share 14 days after the release of the half-yearly and annual financial results of the Company to the market. The exercise price of options is based on the weighted average price at which the Company’s shares are traded on the Stock Exchange of Mauritius over the last 3 months prior to the announcement of the annual performance bonus (adjusted to reflect any change in capital structure), less a discount, which does not exceed 25%. During the year ended 30 September 2025, the Directors reviewed the Group’s existing Employee Share Option Scheme (ESOS). For strategic reasons, the Directors approved the addition of a cash settlement alternative to the current equity-settled share-based payment scheme. Under the revised scheme, employees may receive a cash payment equal to the difference between the prevailing market price of the share and the strike price of vested options, subject to continued fulfilment of the service condition. Management determined that the fair value of both alternatives was the same at the modification date. On the modification date, the Group valued the existing scheme to establish the liability arising from the cash settlement option. The Directors assessed the fair value of the options at Rs 6.37, which has been recognised as a liability and deducted from equity (MUR 44.3m). The Directors confirmed that this fair value does not exceed the grant-date fair value, avoiding any impact on the income statement. Additionally, MUR 8.2m was transferred from the share-based option reserve to retained earnings. Set out below are summaries of options granted under the plan: 2025 2024 Average exercise price per share option MUR Number of options Average exercise price per share MUR Number of options As at 01 October 8.55 7,125,000 8.12 7,080,001 Granted during the year 9.69 3,665,000 8.55 2,545,000 Exercised during the year* 9.69 (2,551,667) – – Forfeited during the year 9.69 (210,000) 8.55 (2,500,001) As at 30 September 9.69 8,028,333 8.55 7,125,000 3,901,667 * The weighted average share price at the date of exercise of options exercised during the year ended 30 September 2025 was MUR 9.69 (2024 – MUR 8.55). No options expired during the periods covered by the above tables. Vested and exercisable at 30 September 9.69 1,256,666 8.55