Sagility has clarified the vesting criteria for its Employee Stock Options and Performance Stock Units Scheme 2026 (ESOS 2026), linking Performance Stock Units (PSUs) to mandatory, pre-defined performance criteria. The company disclosed that vesting is contingent upon the achievement of specific targets detailed in individual grant letters, ensuring that incentives are strictly performance-based rather than tenure-based. This structure aims to protect shareholder interests by tying rewards to the company's financial success and individual employee contributions.

The Board of Directors approved the scheme on May 12, 2026, following a recommendation by the Nomination and Remuneration Committee (NRC). The postal ballot notice was sent to shareholders electronically on May 29, 2026, with MUFG Intime India Private Limited facilitating the remote e-voting process. The maximum vesting period for the scheme is fixed at 3 years from the date of grant, and vesting is also linked to continuous employment with the company or its subsidiaries.

The company specified that performance parameters for vesting will be a combination of individual ratings and company-wide metrics. The company performance parameters primarily include consolidated revenue from the immediately preceding financial year and consolidated profit margins, measured as operating margin, EBITDA, or net profit margin relative to revenue. Additional commercial parameters may be determined by the NRC based on prevailing business requirements.

Performance Parameters and Governance

The company outlined the specific metrics that will drive the vesting of PSUs under the new scheme. These parameters are designed to ensure that rewards are distributed only when tangible value is created for the company.

Sagility stated that vesting thresholds, performance targets, and weightages may vary based on the employee's role and level. The NRC retains the authority to determine these parameters and assign weightages, with specific vesting schedules detailed in individual grant letters. The company views this flexibility as essential for administering the scheme effectively over its term, given evolving business priorities and market conditions.

The scheme is structured as a true pay-at-risk incentive, where value realization depends on both company performance and individual achievement. Sagility committed to providing annual disclosures under SEBI regulations, covering aggregate grant data, weighted-average exercise prices, and vesting outcomes. While it will disclose the nature of performance measures, such as revenue and EBITDA growth, it may withhold exact targets if they are commercially sensitive. Following the closure of vesting cycles, the company will disclose the percentage of actual vesting based on achieved metrics in its annual report.

Extending the scheme to employees of subsidiary companies ensures continuity and fairness in incentives, aligning them with the company's consolidated performance. Costs associated with grants to subsidiary employees will be borne by the respective entities. The provision of funds for the Sagility ESOP Trust complies with statutory limits under Section 67 of the Companies Act, 2013, and relevant rules.

Exercise Period and Grant Limits

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 NRC at the time of grant. Given the diversity of employee categories, geographies, roles, and regulatory environments, flexibility in prescribing the exercise period is necessary. Exercise periods will remain uniform within defined employee categories, grades, or geographies.

Core financial parameters—such as revenue, margin, and return ratios—will constitute a substantial majority (at least 70%) of the performance-linked criteria, particularly for senior management. The balance portion (up to 30%) will comprise additional parameters such as client mix, service mix, and other relevant operational metrics.

The maximum grant per employee (1%) 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. For instance, overall remuneration payable to the CEO is restricted to 5% of net profits as per the provisions of the Companies Act.

Sagility B.V., the promoter of Sagility Limited, has confirmed that no encumbrance was created on its shares during the financial year ended 31 March 2026. The declaration was submitted to the National Stock Exchange of India and BSE Limited under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

The confirmation was made on behalf of Sagility B.V. and all other persons acting in concert with the promoter. The disclosure explicitly states that no encumbrance, direct or indirect, was made other than those already disclosed during the specified financial year.

The filing was signed by representatives of Vistra Management Services (Netherlands) B.V., acting as directors and proxyholders for Sagility B.V. The document was addressed to the Members of the Audit Committee of Sagility Limited and the listing managers of both stock exchanges.

Key Disclosure Details

The confirmation ensures compliance with regulatory requirements regarding the disclosure of share encumbrances by promoters and persons acting in concert.