Sagility Limited submitted an additional clarification on the Postal Ballot Notice for its Employee Stock Options and Performance Stock Units Scheme 2026 to the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).
Performance Criteria Framework
The performance criteria framework specifies that core financial parameters (revenue, margin, and return ratios) will constitute at least 70% of the performance-linked criteria, particularly for senior management. The framework will be consistently applied across employee categories as appropriate to role and responsibility. The balance portion (up to 30%) will comprise additional parameters such as client mix, service mix, and other relevant operational metrics. This structure ensures that a predominant portion of incentives is directly linked to measurable financial performance.
Exercise Period
The Scheme provides that the exercise period for vested Options/PSUs shall be up to 2 years from the date of vesting, or such shorter period as may be prescribed by the Nomination and Remuneration Committee at the time of grant. The Committee's discretion is exercised within a robust governance framework guided by fairness, consistency, and equitable treatment. Exercise periods will remain uniform within defined employee categories, grades, or geographies.
Maximum Potential Benefit per Employee
The maximum grant per employee is capped at 1%, which represents a regulatory ceiling and not an intended allocation. The referenced aggregate benefit is notional, assuming full utilization across the pool. Grants will be determined progressively based on role, tenure, performance, and other criteria. All grants will remain proportionate and aligned with industry benchmarks and subject to Committee oversight. The benefit is contingent on performance and vesting over 1–3 years, with no assured payout.
Managerial remuneration is also subject to statutory limits under the Companies Act, with overall remuneration payable to the CEO restricted to 5% of net profits as per the provisions of the Companies Act. Any illustrative benefit cited does not represent a realistic or intended remuneration outcome under the Scheme.
Governance and Vesting Conditions
The Committee operates with independence and objectivity, following strict internal governance norms to ensure all grants to individual employees are proportionate to their roles, responsibilities, and the overall grant pool. The vesting of PSUs is contingent upon the achievement of mandatory, pre-defined performance criteria, as specified in individual grant letters on the date of grant. This ensures employees of both the Company and its subsidiary companies are rewarded only upon achievement of such performance conditions.
The Scheme is structured as a true "pay-at-risk" structure, with value realization dependent on both Company performance and individual achievement. The overall framework is designed to ensure balanced, transparent, and performance-driven outcomes aligned with fostering an equitable approach, enabling sustainable corporate growth, and ensuring employee incentives are aligned with long-term shareholder value creation within a robust governance framework.