Sagility Limited has announced a postal ballot to seek shareholder approval for the Sagility Limited – Employee Stock Options and Performance Stock Units Scheme 2026. The scheme aims to incentivize employees by offering equity-based compensation, comprising a pool of options and performance stock units (PSUs). The resolutions also seek approval to extend these benefits to employees of subsidiary companies and to provide financial assistance to the Sagility ESOP Trust for implementing the scheme.

Scheme Details

The proposed ESOS 2026 includes a ceiling of 3,09,10,845 employee stock options and 12,36,43,222 PSUs. These instruments are convertible into equity shares of face value of ₹10 each upon exercise. The scheme will be administered through the Sagility ESOP Trust, an irrevocable employee welfare trust. The vesting period for options and PSUs ranges from a minimum of one year to a maximum of three years from the date of grant, subject to continuous employment and the achievement of predefined performance criteria for PSUs.

Financial Assistance for Trust

Shareholders are also requested to approve the provision of funds to the Sagility ESOP Trust to facilitate the acquisition of shares. The company proposes to provide a loan, guarantee, or security not exceeding 5% of the aggregate of its paid-up capital and free reserves. This financial assistance will be interest-free, with the tenure linked to the term of the scheme, and repayable from the proceeds realized upon the exercise of options or permitted sale of shares.

E-Voting Schedule

The company has engaged MUFG Intime India Private Limited to facilitate the remote e-voting process. The voting schedule is outlined below:

Only members whose names appear on the register of members or list of beneficial owners as on the cut-off date are entitled to vote. The results will be declared on or before June 30, 2026, and will be available on the company's website.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0W2G01015/073d238310e24c0f.pdf

Sagility Limited has informed the stock exchanges that the Deputy Commissioner of Income Tax, Circle 6(1)(1) – Bengaluru, has issued a rectification order regarding the tax demand for Assessment Year 2023-24. The order, dated May 8, 2026, revises the previous demand downward following an assessment passed under Section 154 read with Section 143(3), Section 144C(3), and Section 144B of the Income Tax Act, 1961.

The communication, received by the company on May 18, 2026, outlines that the income tax demand has been adjusted from Rs 100,00,36,187 to Rs 56,68,06,083. Both figures include interest. The adjustment pertains to the financial year 2022-23. The authority made transfer pricing adjustments in the returned income amounting to Rs 189,50,16,208, which led to the revised demand.

Company Response and Appeal

In response to the rectified assessment order, Sagility Limited has stated that it believes the demand is not maintainable. Based on the advice of its tax advisors, the company filed an appeal on May 12, 2026. The appeal was submitted before the Commissioner of Income Tax (Appeals) under the provisions of the Income Tax Act, 1961, challenging the adjustments made in the order.

Financial Impact

Sagility Limited has disclosed that the rectified assessment order has no material impact on its financials, operations, or other activities. The company confirmed that it has taken the necessary steps to contest the demand through the appellate process.

Details of the Order

The specifics of the rectification order and the associated demand are detailed in the table below: