Refex Industries Limited — Capital/Financing Update 2022

Sep 12, 2022

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September 12, 2022

The BSE Ltd. The National Stock Exchange of India Ltd. 1[st] Floor, New Trading Wing, Rotunda Exchange Plaza, 5[th] Floor, Building Phiroze Jeejeebhoy Towers, C – 1, Block G Dalal Street, Fort Bandra – Kurla Complex, Bandra (E) Mumbai – 400001 Mumbai – 400051 corp.relations@bseindia.com cmlist@nse.co.in Security Code No.: 532884 Security Code No.: REFEX

RE: Disclosures under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

Subject: Grant of Employee Stock Options under Refex Employee Stock Option Scheme 2021 (Refex ESOP Scheme 2021)

Dear Sir / Madam,

Pursuant to Regulation 30 of Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015, we would like to inform that the Nomination & Remuneration Committee (‘ NRC ’) of the Board of Directors of the Company at its meeting held today i.e., on September 12, 2022, has approved the grant of Employee Stock Options under Refex ESOP Scheme 2021 , to the eligible employees of the Company.

Details required under Regulation 30 of SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed as Annexure -I .

We request you to take the above information on records.

Thanking you.

Yours faithfully, For Refex Industries Limited

SRINIVASAN Digitally signed by SRINIVASAN GOPALAKRI GOPALAKRISHNAN SHNAN Date: 2022.09.12 20:39:51 +05'30'

S. Gopalakrishnan Company Secretary ACS 3588

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Annexure -I

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Details as required under Regulation 30 of the SEBI Listing Regulations read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015:

Sr. No.	Particulars	Details
1	Brief details of options granted	7,00,009 (Seven Lakh Nine Only) Options granted under Refex ESOP Scheme 2021 out of the total pool of 20,00,000(TwentyLakh)Options.
2	Whether the scheme is in terms of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB & SE Regulations'), if applicable	Yes
3	Total number of shares covered by these options	7,00,009 (Seven Lakh Nine Only) Equity Shares of face value of ₹10/- each to be issued against 7,00,009 (Seven Lakh Nine Only) Options under Refex ESOP Scheme 2021 upon exercise.
4	Pricing Formula/ Exercise Price	The exercise price of each Option shall be as follows: For Time Based Options [60% of the total grants]:@ 30% Discount of the Market Price i.e., ₹145.20 less 30% = ₹101.64/- Exercise Price:₹102 per Option/Share(rounded off to the nearest Rupees) For Performance Based Options [40% of the total grants]:@ 50% Discount of the Market Price i.e., ₹145.20 less 50% = ₹72.60/- Exercise Price:₹73 per Option/Share(rounded off to the nearest Rupees) Market Price is the closing price of Share on a recognized_ stock exchange on which the Shares of the Company are listed on the date immediately prior to the relevant date, i.e., date of meeting of the Nomination & Remuneration Committee and which has recorded the highest trading volume as on the trading day. Note:*_Closing price of National Stock Exchange of India Limited as on September 09, 2022 has been considered for determining the exercise price.

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	5		Options Vested Vesting Schedule for: Time Based Options Time Based Options (TBO) Number of Options 60% of Total Grants: TBO (“Total Time-Based Options”) Vesting Schedule First Vesting: Ten per cent (10%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the Date of Grant. Second Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the Date of Grant. Third Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the Date of Grant Fourth Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the Date of Grant Fifth Vesting: Thirty per cent (30%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which five (5) year expires from the Date of Grant Vesting Schedule for: Performance Based Options Performance Based Options (PBO) Number of Options 40% of Total Grants: PBO (“Performance Based Options”) Vesting Schedule / Vesting Criteria First Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the date of grant and upon achieving the performance criteria. Second Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the date of grant and upon achieving the performance criteria. Third Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the date of grant and upon achieving the performance criteria. Fourth Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the date of grant and upon achieving the performance criteria.	Options Vested Vesting Schedule for: Time Based Options Time Based Options (TBO) Number of Options 60% of Total Grants: TBO (“Total Time-Based Options”) Vesting Schedule First Vesting: Ten per cent (10%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the Date of Grant. Second Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the Date of Grant. Third Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the Date of Grant Fourth Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the Date of Grant Fifth Vesting: Thirty per cent (30%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which five (5) year expires from the Date of Grant Vesting Schedule for: Performance Based Options Performance Based Options (PBO) Number of Options 40% of Total Grants: PBO (“Performance Based Options”) Vesting Schedule / Vesting Criteria First Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the date of grant and upon achieving the performance criteria. Second Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the date of grant and upon achieving the performance criteria. Third Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the date of grant and upon achieving the performance criteria. Fourth Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the date of grant and upon achieving the performance criteria.	Options Vested Vesting Schedule for: Time Based Options Time Based Options (TBO) Number of Options 60% of Total Grants: TBO (“Total Time-Based Options”) Vesting Schedule First Vesting: Ten per cent (10%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the Date of Grant. Second Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the Date of Grant. Third Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the Date of Grant Fourth Vesting: Twenty per cent (20%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the Date of Grant Fifth Vesting: Thirty per cent (30%) of the Total Time-Based Options will Vest on the date immediately succeeding the date on which five (5) year expires from the Date of Grant Vesting Schedule for: Performance Based Options Performance Based Options (PBO) Number of Options 40% of Total Grants: PBO (“Performance Based Options”) Vesting Schedule / Vesting Criteria First Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the date of grant and upon achieving the performance criteria. Second Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the date of grant and upon achieving the performance criteria. Third Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the date of grant and upon achieving the performance criteria. Fourth Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the date of grant and upon achieving the performance criteria.
				Performance Based Options (PBO)
			Number of Options	40%	of Total Grants: PBO (“Performance Based Options”)
			Vesting Schedule / Vesting Criteria	First Vesting:	Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which one (1) year expires from the date of grant and upon achieving the performance criteria.
				Second Vesting:	Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which two (2) years expires from the date of grant and upon achieving the performance criteria.
				Third Vesting:	Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which three (3) year expires from the date of grant and upon achieving the performance criteria.
				Fourth Vesting:	Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which four (4) year expires from the date of grant and upon achieving the performance criteria.

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Fifth Vesting: Twenty per cent (20%) of the Total Performance Based Options will Vest on the date immediately succeeding the date on which five (5) year expires from the date of grant and upon achieving the performance criteria.

Performance Criteria:

The Performance Based Options shall be considered for Vesting on the above mentioned PBO Vesting schedule AND shall be based on the following criteria:

1. Company/Business Unit Performance Criteria:

Respective Company/Business Unit (BUs) (as applicable) upon achieving more than 105% of the approved Annual Operating Plan ( ‘AOP’ ) for the respective (linked with Turnover, Gross Margin) Financial Years:

Vesting	Financial Year
First Vesting of Performance Based Option	Will be vested upon achieving the AOP for FY 2022-23
Second Vesting of Performance Based Option	Will be vested upon achieving the AOP for FY 2023-24
Third Vesting of Performance Based Option	Will be vested upon achieving the AOP for FY 2024-25
Fourth Vesting of Performance Based Option	Will be vested upon achieving the AOP for FY 2025-26
Fifth Vesting of Performance Based Option	Will be vested upon achieving the AOP for FY 2026-27

The eligibility of Options to be considered for Vesting during the different Vesting Periods, as mentioned in the PBO Vesting Schedule, will be determined by the Company’s/Business Unit’s (BU’s) (as applicable) performance (to be quantified as Company/BU Performance Index) as applicable, as per the table below:

Slab	Company’s / BU’s performance	Company/ BU Performance **Index [“CP”] **
Slab A	Till achievement of 105% of the Respective Company’s/ BU’s Agreed AOP Target	Nil
Slab B	On achievement of >105% & up to 110% of the Respective Company’s/ BU’s Agreed AOP Target	25%
Slab C	On achievement of >110% & up to 120% of the Respective Company’s/ BU’s Agreed AOP Target	50%
Slab D	On achievement of >120% & up to 130% of the Respective Company’s/ BU’s Agreed AOP Target	75%
Slab E	On achievement of >130% of the Respective Company’s/ BU’s Agreed AOP Target	100%
AOP here refers to the Annual Operations Plan (in other words Annual Business Plans) as proposed by the Board of Directors for the respective Financial Years, from time to time.

AND

2. Employee’s Individual Performance Criteria

The total eligible PBO to actually Vest to the employee during a vesting period shall also depend on the employee’s individual performance (to be quantified as Employee’s Individual Performance Index) as applicable, as per the table below:

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Performance Management System (PMS) rating/score received by the employee (during the concerned vesting period)	Employee’s Individual Performance Index [“IP”]
90% to 100% score on the rating scale	100%
80% to 89.9% score on the rating scale	90%
70% to 79.9% score on the rating scale	80%
60% to 69.9% score on the rating scale	60%
50% to 59.9% score on the rating scale	50%
<50% score on the rating scale	10%
Total Options to be Vested:

The total eligible PBO that will actually Vest to the Employee = [CP] x [IP] x [Total Eligible PBO for a given Vesting Period], unless otherwise decided by the Committee with reasons and justifications thereof.

			Performance Management System (PMS) rating/score received by the employee (during the concerned vesting period) Employee’s Individual Performance Index [“IP”] 90% to 100% score on the rating scale 100% 80% to 89.9% score on the rating scale 90% 70% to 79.9% score on the rating scale 80% 60% to 69.9% score on the rating scale 60% 50% to 59.9% score on the rating scale 50% <50% score on the rating scale 10% Total Options to be Vested: The total eligible PBO that will actually Vest to the Employee = [CP] x [IP] x [Total Eligible PBO for a given Vesting Period],unless otherwise decided by the Committee with reasons and justifications thereof.	Performance Management System (PMS) rating/score received by the employee (during the concerned vesting period) Employee’s Individual Performance Index [“IP”] 90% to 100% score on the rating scale 100% 80% to 89.9% score on the rating scale 90% 70% to 79.9% score on the rating scale 80% 60% to 69.9% score on the rating scale 60% 50% to 59.9% score on the rating scale 50% <50% score on the rating scale 10% Total Options to be Vested: The total eligible PBO that will actually Vest to the Employee = [CP] x [IP] x [Total Eligible PBO for a given Vesting Period],unless otherwise decided by the Committee with reasons and justifications thereof.
6		Time within which options may be exercised		There shall be a minimum period ofone year between Grant of options and vesting of options and the options granted under the Scheme shall vest over a maximum period ofsix yearsfrom the date of Grant. Options can be exercised within a period of 10 years from the date of Grant. Provided that in the event of death or permanent incapacity of a Grantee, the minimum vesting period of one year shall not be applicable and in such instances, the Option shall vest immediately, on the date of the death orpermanent incapacity.
7		Options exercised		To be determinedpost the exerciseperiod is over.
8		Moneyrealized byexercise of Options		To be determinedpost the exerciseperiod is over.
9		The Total number of shares arising as a result of exercise of Option		To be determined post the exercise period is over.
10		Option lapsed		To be determinedpost the exerciseperiod is over.
11		Variation of terms of Options		Not Applicable.
12		Brief details of significant terms		Asper Refex ESOP Scheme 2021
13		Subsequent changes or cancellation or exercise of Option		To be determined post the exercise period is over.
14		Diluted earnings per share pursuant to issue of equityshares on exercise of Options		To be determined post the exercise period is over.

For Refex Industries Limited

SRINIVASAN Digitally signed by SRINIVASAN GOPALAKRI GOPALAKRISHNAN SHNAN Date: 2022.09.12 20:40:23 +05'30'

S. Gopalakrishnan

Company Secretary ACS 3588

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