This is a regulatory disclosure providing additional clarification on the Postal Ballot Notice for the 'Sagility Limited – Employee Stock Options and Performance Stock Units Scheme 2026' (ESOS 2026).

The Board of Directors approved the Scheme on May 12, 2026, based on the recommendation of the Nomination and Remuneration Committee (NRC). The Scheme is for the grant of stock options to eligible Directors and employees of the Company and its subsidiaries, subject to shareholder approval, in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

The Postal Ballot Notice was sent to shareholders via electronic mode on Friday, May 29, 2026. MUFG Intime India Private Limited has been engaged to provide remote e-voting facilities.

Key Scheme Details:

  • Maximum Vesting Period: Fixed at 3 years from the date of grant.
  • Vesting Conditions for Options: Linked to continuous employment with the Company and its subsidiary companies.
  • Vesting Conditions for PSUs: Contingent upon achievement of mandatory, pre-defined performance criteria specified in individual grant letters. These criteria comprise a combination of individual performance (based on internal ratings) and/or Company performance parameters.

Company Performance Parameters:

  • Consolidated Revenue: Revenue generated by the Company along with its subsidiaries during the immediately preceding financial year.
  • Margin: Consolidated profit margins, typically measured as operating margin, EBITDA/Adjusted EBITDA, or net profit margin relative to revenue.
  • Additional Commercial Parameters: Other objective and pre-defined commercial parameters as determined by the Nomination and Remuneration Committee.

Vesting thresholds, performance targets, and relative weightages may vary based on the role, level, and responsibilities of the eligible employee. These parameters will be reassessed for each new grant, considering the Company's evolving business priorities, market conditions, and performance objectives.

The Nomination and Remuneration Committee has the authority to determine performance parameters and assign weightages. Specific vesting schedules and conditions will be detailed in individual grant letters.

The Scheme is designed as a "pay-at-risk" incentive, with value realization dependent on both Company performance and individual achievement.

Disclosure Commitment:

The Company will provide annual disclosures as required under SEBI Regulations, covering:

  • Aggregate grant data
  • Weighted-average exercise prices
  • Vesting structures
  • Realized outcomes of vesting based on performance parameters
  • Nature of performance measures used (e.g., cumulative revenue growth, EBITDA/Adjusted EBITDA growth)
  • Percentage of actual vesting based on achievement of performance metrics (disclosed in the annual report after the vesting cycle)

Exact performance targets will not be disclosed where such information is commercially sensitive.

Inclusion of Subsidiary Employees:

The Scheme is extended to employees of subsidiary companies to ensure continuity and fairness in incentives, alignment with consolidated performance, and parity among employees across the group. For employees of subsidiary companies, the associated costs of the grant will be borne by the respective entities.