Sagility India , the promoter of Sagility India Limited, has refiled a regulatory disclosure regarding a significant share disposal, shedding light on changes in ownership and indirect encumbrances. The revised filing comes in response to multiple requests from BSE Limited for clarification.

Share Sale Details

Sagility B.V. completed an offer for sale of 703 million equity shares of Sagility India Limited, representing 15.02% of the company's total share capital. The transaction was executed across two trade dates:

• May 27, 2025 (settled on May 28, 2025)
• May 28, 2025 (settled on May 29, 2025)

Ownership Changes

Following the share sale, Sagility B.V.'s holding in Sagility India Limited decreased significantly:

Indirect Encumbrances

The share disposal resulted in changes to indirect share encumbrances related to financing facilities availed by Sagility B.V. and its holding companies from international lenders. Key points include:

1. The number of indirectly encumbered shares decreased from 3,857,129,152 to 3,154,129,152.
2. Encumbrances are in favor of security agents, including Global Loan Agency Services Australia Nominees Pty Limited and The Hongkong and Shanghai Banking Corporation Limited.
3. These agents represent various international lenders, including major banks and financial institutions.

Regulatory Compliance

The refiling was prompted by BSE Limited through multiple email correspondences. Sagility B.V. revised the disclosure to align with the particulars of the offer for sale, specifically:

• Correcting the number of shares from 3.857 billion to 703 million
• Adjusting the percentage of indirect release of pledge from 82.39% to 15.02%

Financial Implications

While the specific reasons for the share sale were not disclosed, it's worth noting that Sagility B.V. and its holding companies have availed financing facilities from lenders outside India. The change in shareholding structure may have implications for these financial arrangements.

Sagility India Limited, listed on both BSE Limited and the National Stock Exchange of India Limited, continues to have Sagility B.V. as its majority shareholder despite this significant share disposal.

Sagility India , formerly known as Sagility India Limited, has received an updated disclosure from its promoter, Sagility B.V., under SEBI Takeover Regulations. The revised filing provides new information on indirectly encumbered shares following a significant share disposal through an offer for sale (OFS).

Share Sale Details

Sagility B.V. sold 703 million equity shares of Sagility India through the stock exchange mechanism. This sale resulted in a substantial reduction of the promoter's holding in the company:

The share sale settlement took place on May 28-29, leading to changes in the percentage of indirectly encumbered shares.

Encumbrance Update

The promoter and its holding companies have financing facilities from international lenders, creating indirect encumbrances on the shares. The encumbrances are held by two security agents:

1. Global Loan Agency Services Australia Nominees Pty Limited
2. The Hongkong and Shanghai Banking Corporation Limited

These security agents act on behalf of various lenders, including CPPIB Credit Investments Inc. and a consortium of international banks.

Financing Arrangements

Two key financing arrangements are highlighted in the disclosure:

1. Mezz Facility Agreement: Sagility Mezz B.V. entered into this agreement on December 5, with CPPIB Credit Investments Inc. as the lender.

2. Facilities Agreement: Sagility B.V. is party to this agreement, last amended on March 22, involving multiple international lenders.

These financing arrangements have resulted in indirect encumbrances on Sagility India's shares.

Regulatory Compliance

The refiling of the disclosure under Regulations 31(1) and 31(2) of the SEBI Takeover Regulations was prompted by requests from BSE Limited following email correspondences dated July 29 and August 11. This revised filing aims to provide transparency regarding the changes in shareholding and encumbrance details resulting from the recent share sale.

Sagility B.V.'s action underscores the importance of maintaining up-to-date and accurate disclosures in compliance with regulatory requirements, especially following significant changes in shareholding patterns and financing arrangements.