NSEUpdates19 Jun 2026 · 19 Jun 2026, 08:31 pm

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SAGILITY LIMITED · SAGILITY

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SAGILITY LIMITED issued an additional clarification regarding its proposed Employee Stock Options and Performance Stock Units Scheme 2026. The company specified that a substantial majority, at least 70%, of the performance-linked criteria for these units will be based on core financial parameters such as revenue, margin, and return ratios. This framework will be consistently applied across employee categories, particularly for senior management. For investors, this signifies a direct alignment of employee incentives with the company's financial performance, potentially driving tangible business growth and profitability.

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SAGILITY LIMITED has informed the Exchange regarding 'Additional clarification on the Postal Ballot Notice - Employee Stock Options and Performance Stock Units Scheme 2026'.

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SAGILITY_19062026203027_AdditionalClarificationPB1906.pdf

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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