Sagility Limited Proposes 15.45 Cr Share ESOP Scheme

Summary of Proposed Resolutions

Sagility Limited has issued a Postal Ballot Notice to seek shareholder approval for three special resolutions related to the implementation of a new employee stock incentive scheme.

Item No. 1: Approval of 'Sagility Limited – Employee Stock Options and Performance Stock Units Scheme 2026'

The company proposes to introduce a new employee stock option and performance stock unit scheme (ESOS 2026) to be implemented through an irrevocable employee welfare trust named 'Sagility ESOP Trust'.

• Total Instruments: The scheme contemplates the grant of not exceeding 3,09,10,845 (3.09 Crore) employee stock options (Options) and 12,36,43,222 (12.36 Crore) performance stock units (PSUs).
• Equity Shares: These instruments are exercisable into not more than 15,45,54,067 (15.45 Crore) equity shares of face value ₹10 each. One Option/PSU converts into one equity share.
• Purpose: The scheme is intended for long-term alignment and shared ownership, attracting and retaining talent, and fostering a performance-centric culture.
• Eligible Employees: Includes employees and directors (excluding promoters, promoter group, independent directors, and directors holding >10% shares) of the Company and its subsidiaries, working in India or outside.
• Vesting Conditions: Minimum vesting period is 1 year, maximum is 3 years from the date of grant. Vesting is subject to continuous employment.
• Options: Vest based on continuous employment.
• PSUs: Vest based on continuous employment AND achievement of pre-defined performance criteria (a combination of individual and company performance parameters like Consolidated Revenue and Margin).
• Exercise Price: For Options, not less than the market price on the grant date. For PSUs, the face value of the share (₹10).
• Exercise Period: A maximum of 2 years from the date of each vesting.
• Individual Grant Limit: The maximum number of Options/PSUs granted to any single employee shall not exceed 92,69,030 Options and 3,70,76,121 PSUs.
• Implementation Route: The scheme will be administered through the 'Sagility ESOP Trust'.
• Source of Shares: Fresh/primary issuance of equity shares by the Company.

Item No. 2: Approval for Grant to Subsidiary Company Employees

Seeks approval to extend the benefits of the ESOS 2026 scheme to eligible employees of the company's subsidiary companies, within the overall limits specified in Item No. 1.

Item No. 3: Approval for Provision of Money to the ESOP Trust

Seeks approval for the company to provide financial assistance to the 'Sagility ESOP Trust' to facilitate the acquisition of shares for the scheme.

• Maximum Loan Amount: Not exceeding 5% of the aggregate of the paid-up capital and free reserves of the Company.
• Loan Terms: The loan shall be interest-free. Its tenure will be based on the term of the scheme.
• Repayment: The loan shall be repayable to the company from the realization of proceeds from the exercise/sale/transfer of shares and any other income of the trust.
• Utilization: The trust must use the loan amount strictly for the purposes of the scheme.

Trust Details

The scheme will be implemented through the 'Sagility ESOP Trust'.

• Trustee: Qapita Equitytech Limited (formerly KP Corporate Solutions Limited), a corporate trustee.
• Trustee Address: IndiQube, The Kode, 7th Floor, S.No. 134, Hissa No. 1/38, CTS No. 2265 to 2273, Baner Pashan Link Road, Pune, Maharashtra- 411045.
• Relationship: The trustee has declared no relationship with the promoters, directors, or key managerial personnel of the company.

Postal Ballot & E-Voting Schedule

• Cut-off Date: Friday, May 22, 2026 (for determining shareholders eligible to vote).
• E-Voting Period: Commences at 09:00 AM IST on Saturday, May 30, 2026, and concludes at 05:00 PM IST on Sunday, June 28, 2026.
• Scrutinizer: Mr. Rupesh Agarwal, Managing Partner, Chandrasekaran Associates (FRN: P1988DE002500), has been appointed to scrutinize the e-voting process.
• Results Declaration: The results of the postal ballot will be declared on or before 05:00 PM IST on Tuesday, June 30, 2026, on the company's website and communicated to the stock exchanges (NSE and BSE).
• Voting Method: The notice is being sent only electronically. Shareholders can vote remotely via the e-voting platform provided by MUFG Intime India Private Limited.

Financial and Capital Impact

• Capital Dilution: The issuance of up to 15.45 crore new equity shares will lead to dilution of existing shareholding. The exact dilution percentage is not quantified in the disclosure.
• Cash Flow: The company will provide an interest-free loan to the trust (up to 5% of capital + reserves), representing a cash outflow. This loan is expected to be repaid from the proceeds received by the trust from employees exercising their options.
• Accounting: The company will follow the 'fair value method' for valuing the Options/PSUs as per Ind AS 102.