Sagility Limited shareholders have approved the Sagility Limited – Employee Stock Options and Performance Stock Units Scheme 2026 (ESOS 2026) through a postal ballot process that concluded on June 28, 2026. The resolutions, which also authorize the provision of funds to an employee welfare trust, received over 92% of the votes cast in favour. The approval enables the company to grant up to 3,09,10,845 employee stock options and 12,36,43,222 performance stock units to eligible employees.

The remote e-voting process was conducted by MUFG Intime India Private Limited, with the scrutinizer, Shashikant Tiwari of Chandrasekaran Associates, submitting the report on June 29, 2026. A total of 5,47,091 shareholders were eligible to vote as on the record date of May 22, 2026. The resolutions were deemed to be passed on June 28, 2026, the last date for remote e-voting.

Voting Results

All three special resolutions were passed with the requisite majority. The first resolution sought approval for the introduction of the ESOS 2026, while the second authorized the grant of options and PSUs to employees of subsidiary companies. The third resolution approved the provision of money by the company to the Sagility ESOP Trust for the purchase of shares.

Resolution-wise Voting Breakdown

Key Details of the Scheme

The ESOS 2026 will be implemented through the Sagility ESOP Trust. The scheme covers eligible employees working in India or outside India. The options and PSUs are exercisable into equity shares of face value of ₹10 each. The board is authorized to modify, change, or terminate the scheme subject to compliance with applicable laws and shareholder consent where required.

The third resolution specifically authorizes the board to provide a loan, guarantee, or security to the trust not exceeding 5% of the aggregate of the paid-up capital and free reserves of the company. This loan will be interest-free and repayable from the proceeds of exercise or permitted sale of shares.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE0W2G01015/2c544426a6d54e89.pdf

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.