HIL Limited

CIN: L74999TG1955PLC000656
Regd. Office: Office Nos. 1 & 2, L7 Floor, SLN Terminus, Survey No. 133, Beside Botanical Garden, Gachibowli, Hyderabad - 500032, Telangana, India;
Ph. No.: +91 40 68249000 | cs@hil.in | www.hil.in

Disclosure under Section 62 of the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debenture) Rules, 2014 and Regulation 14 of the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 for the financial year ended March 31, 2024

1. General Disclosures:

A. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 (18 of
2013) including the 'Guidance note on accounting for employee share-based payments' issued by the Institute of Chartered Accountants of India in that regard
from time to time.

For details, please refer to notes to Financial Statements mentioned in the Annual Report 2023-24 which can be accessed through web link
https://hil.in/investor-relations/.

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with IND AS 33 - ‘Earnings Per
Share' issued by Central Government or any other relevant accounting standards as issued from time to time.

Please refer Note no. 37 of the notes to the financial statements forming part of the Annual Report for the financial year 2023-24.

2. Summary of Employee Stock Option Plans

The position of the existing Schemes are summarized below:

S. Particulars HIL Limited Employee Stock Option HIL Limited Employee Stock HIL Limited Employee Stock Option
No. Scheme 2015 Option Scheme 2019 Scheme 2023
(“HIL ESOS 2015”) (“HIL ESOS 2019”) (“HIL ESOS 2023”)
I Description of ESOS that existed at any time during the year, including the general terms and conditions:
1 Date of Shareholder’s approval Approved on July 30, 2015 and October 3, 2019 April 4, 2023
modified on July 18, 2017
2 Total number of options approved 2,50,000 1,50,000 1,31,868
3 Vesting requirements - 40% of the granted options shall  40% of the granted options (i) Grant I dated July 15, 2023: 40%
vest at the end of 3rd year from on completion of 3 years of the granted options shall vest
the date of Grant. from the date of Grant. on July 16, 2024 and remaining
- 60% of the granted options shall  60% of the granted options 60% of the options shall vest on
vest at the end of 4th year from on completion of 4 years April 1, 2025.
the date of Grant. from the date of Grant. (ii) Grant II dated October 19, 2023:
40% of the granted options shall
vest on October 19, 2024 and
remaining 60% of the options
shall vest on October 19, 2025.
(iii) Grant III dated October 19, 2023:
40% of the granted options shall
vest on October 19, 2025 and
remaining 60% of the options
shall vest on October 19, 2026.
4 Exercise price or pricing formula Rs. 620/- per option Rs. 1234.15/- per option Grant I - Rs. 2999.50/- per option
Grant II & III - Rs. 2931/- per option
5 Maximum term of Options granted 4 (four) years from the respective 4 (four) years from the 4 (four) years from the respective
vesting dates. However, this period respective vesting dates. vesting dates. However, this period
can be extended by Nomination & However, this period can be can be extended by Nomination &
Remuneration cum Compensation extended by Nomination & Remuneration cum Compensation
Committee (NRC) Remuneration cum Committee (NRC)
Compensation Committee
(NRC)
6 Sources of shares (Primary, Primary Primary Primary
Secondary or Combination)
7 Variation in terms of Option Not applicable Not applicable Not applicable
8 Method used for accounting of Fair Value Fair Value Fair Value
ESOS
(Intrinsic or fair value)
9a Difference, if any, between employee Nil Nil Nil
compensation cost calculated using
the intrinsic value of stock options
and employee compensation cost
calculated on the basis of fair value of
stock options.
9b Impact on the profits of the Company Nil Nil Nil
and the earnings per share (“EPS”)
arising due to difference in the
accounting treatment and for
calculation of the employee
compensation cost (i.e. difference of
the fair value of stock options over the
intrinsic value of the stock options)
II Option movement during the FY 2023-24
1 Number of options outstanding at the Nil 3336 Nil
beginning of the period
2 Number of options granted during the Nil Nil 65,656 options
year
3 Number of options forfeited/ lapsed Nil Nil Nil
during the year
4 Number of options vested during the Nil 3336 Nil
year
5 Number of options exercised during Nil 3336 Nil
the year
6 Number of shares arising as a result of Nil 3336 Nil
exercise of options
7 Money realized by exercise of Nil Rs. 41,17,124.40/- (3336 Nil
options (INR), if scheme is options at Rs. 1234.15 exercise
implemented directly by the Company price)
8 Loan repaid by the Trust during the Not applicable Not applicable Not applicable
year from exercise price received
9 Number of options outstanding at the Nil Nil 65,656 options
end of the year
10 Number of options exercisable at the Nil Nil Nil
end of the year

III Weighted average exercise price and weighted average fair value of options whose exercise price either equals or exceeds or is less than market
price of the stock
a. Exercise price (Rs.) Rs. 620/- per option Rs. 1234.15/- per option Grant I - Rs. 2999.50/- per share.
Grant II & III - Rs. 2,931/- per share
b. Weighted average fair value (Rs.) Rs. 1091.02/- Rs. 1234.15/- Grant I - Rs. 1075.72 /-
Grant II - Rs. 1171.22/-
Grant III - Rs. 1302.37/-
IV Employee wise details (name of employee, designation, number of options granted during the year, exercise price) of options granted to:
1 Senior Managerial Personnel as Nil Nil Please refer point no. (I) of below
defined under Regulation 16(d) of the Annexure
Securities and Exchange Board of
India (Listing Obligations and
Disclosure Requirements)
Regulations, 2015
2 Employee who received grant in any Not applicable Not applicable - Mr. Akshat Seth, Managing
one year equal to or more than 5% of Director & CEO
options granted during the year - Mr. Ajay Kapadia, Chief Financial
Officer
- Mr. Arun Magoo, BU Head SBU3
- Mr. Vijay Lahoti, BU Head SBU1 & 2
- Ms. Surbhi Puri Bist, CHRO
3 Identified Employees who were Not applicable Not applicable Nil
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
V A description of the method and significant assumptions used during the year to estimate the fair value of options including the following
information
a. Particulars
i. The weighted - average values of Not applicable as no options are Please refer point no. (II) of Please refer point no. (III) of below
 share price outstanding under HIL ESOS 2015 below Annexure Annexure
ii. Exercise price as on March 31, 2024
iii. Expected volatility
iv. Expected option life (Avg. Period)
v. Expected dividend rate
vi. The risk-free interest rate
vii. Any other inputs to the model (Price of
underlying shares in market at the
time of option grant)
b. Particulars
i. The method used to incorporate the Black Scholes Option Pricing Black Scholes Option Pricing Black Scholes Option Pricing Method
effects of expected early exercise Method Method
ii. The assumptions made to Not applicable Not applicable Not applicable
incorporate the effects of expected
early exercise
c. How expected volatility was The expected volatility was The expected volatility was The expected volatility was
determined, including an explanation determined based on last year trend determined based on last year determined based on last year trend
of the extent to which expected trend
volatility was based on historical
volatility.
d. Whether and how any other features Not applicable Not applicable Not applicable
of the options granted were
incorporated into measurement of
fair value, such as market condition.
Annexure

I. Details of Senior Managerial Personnel granted stock options under HIL ESOS 2023:

S. Name of Employee Designation Number of options Exercise Price (Rs.)

No. granted during the
financial year 2023-
24
Grant I
1 Mr. Akshat Seth Managing Director & CEO 36,603 2,999.50
2 Mr. Ajay Kapadia Chief Financial Officer 6,247 2,999.50
3 Mr. Arun Magoo BU Head SBU3 6,504 2,999.50
4 Mr. Vijay Lahoti BU Head SBU1 & 2 6,700 2,999.50
Grant II
5 Mr. Mudit Agarwal Head – Strategy 1,742 2,931
Grant III
6 Ms. Surbhi Puri Bist Chief Human Resource Officer 5,096 2,931
(CHRO)
7 Mr. Peeyush Bachlaus Chief Marketing Officer 2,764 2,931

II. HIL ESOS 2019:

Particulars HIL ESOS 2019
(Tranche II)

The weighted - average values of share price Rs. 1,234.15

Exercise price Rs. 1,234.15
Expected volatility 37.89%
Expected option life (Avg. Period) 5 years
Expected dividend rate 2.05%
The risk-free interest rate 6.56%
Any other inputs to the model (Price of Rs. 1,234.15
underlying shares in market at the time of
option grant)
III. HIL ESOS 2023:
Particulars HIL ESOS 2023
Grant I dated July 15, 2023 Grant II dated October 19, 2023 Grant III dated October 19, 2023
Tranche I Tranche II Tranche I Tranche II Tranche I Tranche II
The weighted - average values of share Rs. 1,075.72 Rs. 1,075.72 Rs. 1,171.22 Rs. 1,171.22 Rs. 1,302.37 Rs. 1,302.37
price
Exercise price Rs. 2,999.50 Rs. 2,999.50 Rs. 2,931.00 Rs. 2,931.00 Rs. 2,931.00 Rs. 2,931.00
Expected volatility 41.25% 46.84% 45.35% 45.35% 44.48% 44.48%
Expected option life (Avg. Period) 3.01 years 3.72 years 4 years 4 years 4.6 years 4.6 years
Expected dividend rate 1.79% 1.79% 0.85% 0.85% 0.85% 0.85%
The risk-free interest rate 6.91% 6.93% 7.28% 7.28% 7.30% 7.30%
Any other inputs to the model (Price of Rs. 2,999.50 Rs. 2,999.50 Rs. 2,931 Rs. 2,931 Rs. 2,931 Rs. 2,931
underlying shares in market at the
time of option grant)

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