EClerx Services : ESOP Disclosure pursuant to SEBI Regulations

eClerx Services Limited

DISCLOSURE AS REQUIRED UNDER SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY)

REGULATIONS, 2021

The following table sets forth the particulars of stock options granted under ESOP Scheme 2011 and ESOP Scheme 2015 as on March 31, 2022:‐

Particulars

ESOP 2011*

ESOP 2015

Date of shareholder's

August 24, 2011#

July 17, 2015

approval

Total number

of

options

16,00,000#

16,00,000

approved.

Number

of

options

Nil

10,64,048

outstanding

at

the

beginning of the year

Options granted during the

Nil

3,62,500

year

Pricing formula

The exercise price shall be equal

The exercise price shall be equal

to the lower of the following:

to the lower of the following:

a) the latest available closing

a) the latest available closing

market price (at a stock

market price (at a stock

exchange

where there

is

exchange

where

there

is

highest trading

volume

on

highest trading volume on said

said date) on the date prior

date) on the date prior to the

to the date on which the

date

on

which

the

Remuneration

Committee

Remuneration

Committee

finalizes the specific number

finalizes the specific number of

of options to be granted to

options to be granted to the

the employees or

employees or

b) Average of the two weeks

b) Average of the two weeks high

high and low price of the

and low price of the share

share preceding the date of

preceding the date of grant of

grant of option on the stock

option on the stock exchange

exchange

on

which

the

on which the shares of the

shares of the company are

company are listed.

listed.

Options

vested

as

on

Nil

1,26,410

31.03.2022 (net)

Options

exercised

and

Nil

2,12,600

allotted during the year

The total number of equity

Nil

NA

shares arising as a result of

exercise of options

Options

lapsed/forfeited

Nil

1,80,207

/expired during the year

Money realized during the

Nil

21,10,190

financial year 2021‐2022 by

exercise

of

options

(nominal value)

Page 1 of 7

								eClerx Services Limited
Total number	of		options	Nil	10,33,741
outstanding at the end of
the year
Total Number	of		options	Nil	1,26,410
exercisable at the end of
the year
Source of Shares				Primary	Secondary acquisition through
									Trust route
Loan repaid by the Trust	NA	Nil
during	the	year	from
exercise price received
Variation		in	terms	of	NA	NA
options during the year
Details of options	granted
to Employee:					NA	Refer to annexure 1
(i)	Senior	Managerial
	Personnel
(ii)	Any	other	employee	Fiscal 2012‐13:- Scott Houchin	Fiscal 2016‐17:‐Nil
	receiving a grant in any	Fiscal 2013-14:‐ Nil	Fiscal 2017‐18:‐Nil
	one	year	of	option	Fiscal 2014‐15:‐ Nil	Fiscal 2018‐19:‐Nil
	amounting	to	5%	or	Fiscal 2015‐16:‐Nil	Fiscal 2019‐20:‐ John Flowers
	more							Fiscal 2020‐21:‐Nil
									Fiscal 2021‐22:‐ Nil
(iii) Identified	employees	Nil	Nil
	who		were		granted
	option, 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.
Diluted Earnings Per Share	Rs.103.36 for the year ended on	March 31, 2022
(EPS) pursuant to issue of
shares on exercise of option
calculated	in	accordance
with Accounting	Standard
(AS 20 'Earning Per Share')
Method	used	to	account	Fair Value
ESOPs
Difference, if any, between	‐
the				employees
compensation			cost
calculated	using		the
intrinsic		value of stock

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eClerx Services Limited

options and the employee
compensation	cost
recognised if the fair value
of the options had been
used and the impact of this
difference on profits	and
EPS of the Company.
Vesting		Options granted under the respective ESOP Scheme(s) / Plans(s)
Schedule/Requirements	would vest not earlier than one year and not later than five years from
and maximum term	of	date of grant of such options.
options granted

#The date of approval and the number of options approved mentioned herein are as initially approved by the shareholders. ESOP 2011 Scheme was subsequently amended to increase the number of options to 2,600,000 stock options vide resolution passed at Thirteenth Annual General Meeting held on August 22, 2013.

*Pursuant to Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the number of options have been suitably adjusted, as required, for Bonus issue in December 2015 in the ratio of 1:3, i.e. one bonus option for every three options held.

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eClerx Services Limited

Annexure 1

Details of Senior Managerial Personnel to whom ESOPs were granted during the year

Name of employee	Designation	No. of options Granted	Exercise Price (Rs.)
Ben Sciortino	Principal	6,780	1,225.48
Brian McIlhenny	Principal	6,780	1,225.48
Carter Forringer	Principal	6,780	1,225.48
Jagjit Singh	Principal	6,780	1,225.48
John Stephens	Principal	6,780	1,225.48
Mahesh Muthu	Principal	6,780	1,225.48
Prital Shah	Principal	6,780	1,225.48
Michael Murphy	Principal	10,170	1,225.48
Amir Bharwani	Principal	4,520	1,225.48
Amit Bakshi	Principal	4,520	1,225.48
Hoshi Mistry	Principal	4,520	1,225.48
Rohitash Gupta	Principal	4,520	1,225.48
Sanjay Kukreja	Principal	4,520	1,225.48
Srinivasan Nadadhur	Principal	4,520	1,225.48
John Flowers	Managing Principal	11,060	1,225.48
Robert Horan	Managing Principal	11,060	1,225.48
Scott Houchin	Managing Principal	11,060	1,225.48
David Lesniak	Managing Principal	16,590	1,225.48

Employees Stock Option Plan (ESOP)

Employees Stock Option Scheme 2011

The Company instituted ESOP 2011 scheme under which 16,00,000 stock options have been allocated for grant to the employees. The Scheme was approved by the shareholders at the Eleventh Annual General Meeting held on August 24, 2011. The Scheme was subsequently amended to increase the number of options to 26,00,000 stock options vide resolution passed at Thirteenth Annual General Meeting held on August 22, 2013.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under ESOP 2011 scheme:

		Year ended	Year ended
	March 31, 2022	March 31, 2021
	No. of		Weighted Average	No. of	Weighted Average
	Options		exercise price (Rs.)	Options	exercise price (Rs.)
Stock Options outstanding
at the beginning of the	‐		‐	1,36,053	1196.25
year
Adjusted for bonus	‐		‐	‐	‐
Granted during the year	‐		‐	‐	‐
Forfeited / cancelled*	‐		‐	1,36,053	1196.25

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	eClerx Services Limited
Exercised	‐	‐		‐	‐
Balance as at the end of	‐	‐		‐	‐
the year
Exercisable at the end of	‐	‐		‐	‐
the year
Number of shares arising		‐			‐
as a result of exercise of
options
Money realized by exercise		‐			‐
of options (INR), if scheme
is implemented directly by
the company
Loan repaid by the Trust		NA			NA
during the year from
exercise price received

Employees Stock Option Scheme 2015

Pursuant to the applicable requirements of the erstwhile Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, the Company had framed and instituted Employee Stock Option Plan 2015 ("ESOP 2015") to attract, retain, motivate and reward its employees and to enable them to participate in the growth, development and success of the Company.

ESOP 2015 envisages an ESOP Trust, which is authorized for secondary acquisition. During the year under review, ESOP Trust has bought shares from the open market.

Movements during the year

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year under ESOP 2015 scheme

		Year ended		Year ended
	March 31, 2022	March 31, 2021
	No. of	Weighted Average	No. of		Weighted Average
	Options	exercise price (Rs.)	Options		exercise price (Rs.)
Stock Options outstanding
at the beginning of the	10,64,048	864.21	9,30,698		1082.00
year
Adjusted for bonus	‐		‐		‐
Granted during the year	3,62,500	1225.48	3,18,080		413.03
Forfeited / cancelled*	1,80,207	1172.03	1,84,730		1185.44
Exercised*	2,12,600	1338.08	‐		‐
Balance as at the end of	10,33,741	839.78	10,64,048		864.21
the year
Exercisable at the end of	1,26,410		2,12,827
the year
Number of shares arising		‐			‐
as a result of exercise of
options
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