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.

Sagility has announced a strategic acquisition to be carried out through its U.S. subsidiary, with the transaction valued at up to $30 million. The announcement marks a notable corporate development for the company, reflecting its strategic focus on expanding or strengthening its presence through its U.S.-based operations.

Transaction Overview

The key parameters of the announced transaction are outlined below:

The acquisition is being undertaken via Sagility's U.S. subsidiary, indicating the transaction is structured within its American operational framework. The disclosed value of up to $30 million represents the upper limit of the transaction as announced by the company.

Key Highlights

• The strategic acquisition is valued at up to $30 million.
• The transaction will be executed through Sagility's U.S. subsidiary.
• The announcement reflects a deliberate corporate action within the company's U.S. operations.

No additional financial details, timelines, or further specifics regarding the nature of the acquisition or the target were disclosed in the available information.