Sagility Limited has established an irrevocable employee welfare trust named 'Sagility ESOP Trust' through a trust deed executed on July 7, 2026, and submitted to the National Stock Exchange of India Limited (NSE) and BSE Limited on July 9, 2026. The trust was created pursuant to Regulation 3(3) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations').

Key Quantitative Figures

  • Initial corpus of the trust: ₹10,000 (Rupees Ten Thousand)
  • Stamp duty paid: ₹2,000 (Two Thousand only)
  • The trust is subject to SEBI's mandatory limits: 5% annual acquisition limit and 2% overall cap for secondary acquisitions of company shares

Parties Involved

  • Settlor: Sagility Limited (CIN: L72900KA2021PLC150054, PAN: AAKCB0226C, TAN: BLRB21392A)
  • Trustee: Qapita EquityTech Limited (formerly KP Corporate Solutions Limited, CIN: U72200MH1997PLC107907, PAN: AABCK6559L, TAN: PNEK05865G)
  • Authorized Signatories:
  • Mr. Satishkumar Sakharayapattana Seetharamaiah (Company Secretary & Compliance Officer, Aadhaar No. 985485218567) for Sagility Limited
  • Mr. Ketan Navlihalkar (Authorized Signatory, Aadhaar No. 635774923459) for Qapita EquityTech Limited

Purpose and Rationale

The trust was established to administer and implement the 'Sagility Limited – Employee Stock Options and Performance Stock Units Scheme 2026' (ESOS 2026) and any future employee welfare schemes. The primary objective is to attract, retain, and incentivize employees through equity-based compensation while ensuring compliance with SEBI regulations.

Trust Structure and Governance

  • Trust Name: Sagility ESOP Trust
  • Nature: Irrevocable trust
  • Principal Office: No. 23 & 24, AMR Tech Park, Building 2A, First Floor, Off Hosur Road, Hongasandara Village, Bommanahalli, Bengaluru, Karnataka - 560068, India
  • Trust Period: Commences on Effective Date and continues until earliest of: (i) winding-up of Settlor, (ii) termination of Trust, or (iii) earlier termination date determined by Trustees with Settlor's consent
  • Trustee Structure: Corporate entity as sole trustee (Qapita EquityTech Limited), with provision for minimum two trustees if individuals are appointed
  • Maximum Trustees: Five or as decided by Settlor

Scheme Details (ESOS 2026)

  • Provides grant of Options and Performance Stock Units (PSUs) to beneficiaries
  • Committee (Nomination and Remuneration Committee) supervises the scheme
  • Trust undertakes general administration of the scheme
  • Beneficiaries must pay exercise price and applicable taxes to receive shares
  • Trustees prohibited from selling trust shares except as directed by Settlor per scheme terms

Financial and Operational Impact

  • The trust may acquire Sagility shares through secondary market purchases subject to SEBI limits
  • The trust may borrow only from Settlor (with prior written approval) or scheduled commercial banks/financial institutions for scheme purposes
  • Trustees are prohibited from entering into derivatives contracts
  • Trust accounts must be audited by a practicing chartered accountant

Capital Structure Impact

  • Potential dilution through issuance of shares to employees upon exercise of options/PSUs
  • Trustees are prohibited from voting shares held by the trust (per Regulation 3(11) of SBEB Regulations)

Beneficiary Rights and Obligations

  • Rights: Information about their own grants, vesting, and exercise details; accounting reports of trust income, expenses, and distributions
  • Obligations: General understanding of trust mechanism and scheme terms
  • Beneficiaries include employees and such other persons as defined in the scheme

Dissolution Provisions

Upon dissolution, trust property after satisfying liabilities shall be utilized for beneficiary welfare activities or transferred to another employee welfare trust set up by Settlor.

Governing Law and Jurisdiction

  • Governed by Indian laws
  • Exclusive jurisdiction of courts in Bangalore