Sagility Limited announced the voting results of its postal ballot conducted through remote e-voting process for shareholder approval of resolutions related to its Employee Stock Options and Performance Stock Units Scheme 2026.

The remote e-voting process concluded on June 28, 2026, at 5:00 PM IST. The scrutinizer, Shashikant Tiwari of Chandrasekaran Associates, submitted his report on June 29, 2026. All three resolutions forming part of the postal ballot were passed with requisite majority and are deemed to have been passed on June 28, 2026.

Resolution Details

Resolution 1: Approval of Sagility Limited - Employee Stock Options and Performance Stock Units Scheme 2026

  • Special resolution requiring shareholder approval
  • Promoter/promoter group not interested in the resolution
  • Total shares outstanding: 4,681,328,413
  • Total votes polled: 3,692,087,725 (78.8684% of outstanding shares)
  • Votes in favor: 3,420,181,793 (92.6354% of votes polled)
  • Votes against: 271,905,932 (7.3646% of votes polled)
  • Resolution passed: Yes

Resolution 2: Approval of grant to employees of subsidiary companies under the Scheme

  • Special resolution requiring shareholder approval
  • Promoter/promoter group not interested in the resolution
  • Total shares outstanding: 4,681,328,413
  • Total votes polled: 3,692,087,127 (78.8684% of outstanding shares)
  • Votes in favor: 3,420,171,679 (92.6352% of votes polled)
  • Votes against: 271,915,448 (7.3648% of votes polled)
  • Resolution passed: Yes

Resolution 3: Approval for provision of money for purchase of shares by the trust

  • Special resolution requiring shareholder approval
  • Promoter/promoter group not interested in the resolution
  • Total shares outstanding: 4,681,328,413
  • Total votes polled: 3,692,100,804 (78.8687% of outstanding shares)
  • Votes in favor: 3,422,752,243 (92.7047% of votes polled)
  • Votes against: 269,348,561 (7.2953% of votes polled)
  • Resolution passed: Yes

Scheme Details

The ESOP Scheme 2026 authorizes:

  • Grant of up to 3,09,10,845 (Three Crore Nine Lakh Ten Thousand Eight Hundred Forty-Five) employee stock options
  • Grant of up to 12,36,43,222 (Twelve Crore Thirty-Six Lakh Forty-Three Thousand Two Hundred Twenty-Two) performance stock units
  • Total equity shares upon conversion: 15,45,54,067 (Fifteen Crore Forty-Five Lakh Fifty-Four Thousand Sixty-Seven) equity shares of face value ₹10 each
  • The company will set up an irrevocable employee welfare trust named 'Sagility ESOP Trust'
  • The trust may acquire shares through primary or fresh issue
  • The company may provide loan not exceeding 5% of aggregate paid-up capital and free reserves to the trust
  • The loan will be interest-free with tenure based on the scheme term

Voting Participation

  • Record date: May 22, 2026
  • Total number of shareholders on record date: 547,091
  • For Resolution 1: 1,261 members voted representing 3,707,354,233 shares
  • For Resolution 2: 1,257 members voted representing 3,707,350,113 shares
  • For Resolution 3: 1,261 members voted representing 3,707,354,233 shares
  • No invalid votes were recorded in any resolution

Additional Information

The voting results and scrutinizer's report are available on the company's website (https://sagility.com/) and MUFG Intime India Private Limited's website (https://instavote.linkintime.co.in/).

The scrutinizer was appointed by the Board of Directors on May 12, 2026, and the e-voting period ran from May 30, 2026, to June 28, 2026. Advertisements were published in Financial Express (English) and Vishwavani News (Kannada) on May 30, 2026.