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Date: 19th June, 2026
The Manager The Manager
Listing Department Listing Department
National Stock Exchange of India Limited (NSE) BSE Limited (BSE)
Exchange Plaza, 5th Floor Phiroze Jeejeebhoy Towers
Plot No. C/1, G-Block Dalal Street
Bandra-Kurla Complex Mumbai - 400 001
Bandra (E), Mumbai - 400 051 Scrip Code:544282
Symbol: SAGILITY
Dear Sir/Madam,
Subject: Additional clarification on the Postal Ballot Notice - Employee Stock Options and
Performance Stock Units Scheme 2026 of Sagility.
We refer to our earlier communication dated June 17, 2026, in relation to the proposed ESOP scheme
and would like to provide the following additional clarification:
1. Performance Criteria Framework:
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, with a
consistent framework applied across employee categories as appropriate to role and responsibility. The
balance portion (up to 30%) will comprise additional parameters such as client mix, service mix, and
other relevant operational metrics.
This structure ensures that a predominant portion of incentives is directly linked to measurable financial
performance.
2. Exercise Period:
The Scheme provides that the exercise period for vested Options/PSUs shall be up to 2 (two) years from
the date of vesting, or such shorter period as may be prescribed by the Nomination and Remuneration
Committee (“Committee”) at the time of grant.
Given the diversity of employee categories, geographies, roles, and regulatory environments, flexibility
in prescribing the exercise period is necessary. The Committee’s discretion is exercised within a robust
governance framework guided by fairness, consistency, and equitable treatment. Exercise periods will
remain uniform within defined employee categories, grades, or geographies.
3. Maximum Potential Benefit per Employee:
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 Limited
(Formerly Sagility India Limited, earlier Sagility India Private Limited)
Registered Office - No. 23 & 24, AMR Tech Park, Building 2A, First Floor Hongasandara Village, Off Hosur
Road, Bommanahalli, Bengaluru – 560068, Karnataka, India
Corporate Identification Number: L72900KA2021PLC150054
Tel. No.: 080-71251500, E-mail: investorservices@sagility.com, Website: www.sagility.com
Accordingly, any illustrative benefit cited does not represent a realistic or intended remuneration
outcome under the Scheme.
These controls ensure that the Scheme does not result in disproportionate or excessive remuneration
outcomes. The Committee, operating with independence and objectivity, will follow strict internal
governance norms and ensure that all grants to individual employees are proportionate to their roles,
responsibilities, and the overall grant pool. This reflects a balanced and disciplined allocation framework
aligned with shareholders’ interests, while also upholding the principle of inclusivity by extending
participation to a broad base of eligible employees, thereby reinforcing fairness and transparency in the
process.
Further, the vesting of PSUs is contingent upon the achievement of mandatory, pre-defined performance
criteria, as specified in individual grant letters on the date of grant. This ensures that employees of both
the Company and its subsidiary companies are rewarded only upon achievement of such performance
conditions, and that shareholder interests are not diluted by conferring benefits solely on the basis of
tenure. The Scheme remains a true “pay-at-risk” structure, with value realization dependent on both
Company performance and individual achievement and not immediate
Overall, the Scheme is structured to ensure balanced, transparent, and performance-driven outcomes,
aligned towards fostering an equitable approach, enabling sustainable corporate growth, and ensuring
that employee incentives are aligned with long-term shareholder value creation within a robust
governance framework.
Kindly arrange to disseminate this communication through the stock exchange platform to enable
shareholders to consider the same while exercising their vote.
For Sagility Limited
Satishkumar Sakharayapattana Seetharamaiah
Company Secretary & Compliance Officer
M. No: A16008
Sagility Limited
(Formerly Sagility India Limited, earlier Sagility India Private Limited)
Registered Office - No. 23 & 24, AMR Tech Park, Building 2A, First Floor Hongasandara Village, Off Hosur
Road, Bommanahalli, Bengaluru – 560068, Karnataka, India
Corporate Identification Number: L72900KA2021PLC150054
Tel. No.: 080-71251500, E-mail: investorservices@sagility.com, Website: www.sagility.com