SASagility544282Promoter stake sell

Promoter's on-market bulk deal sale of 11.96% stake; holding falls from 50.95% to 38.99%

Promoter Sagility B.V. sold 11.96% of the company through an on-market bulk deal.

By ScoutQuest · Tue 3 Nov 2026, 10:45 AM IST · 2 min read

Stake Sold

56 crore equity shares sold, 11.96% of the company, on-market bulk deal settled 2 November 2026

Promoter Holding Change

From 50.95% (~238.51 crore shares) to 38.99% (~182.51 crore shares)

Encumbered Shares Post Event

1,825,129,151 (38.99%)

What the update reports

• Sagility B.V., the promoter of the company, sold 56 crore equity shares representing 11.96% of the total paid-up equity share capital.
• The sale was an on-market sale via a bulk deal through the stock exchange mechanism, settled on 2 November 2026.
• Before the sale the promoter held ~238.51 crore equity shares, or 50.95%. After the sale it holds ~182.51 crore equity shares, or 38.99%, on a fully diluted basis.

The encumbrance part

• The disclosure is shared in the format prescribed for encumbrance of shares, invocation of encumbrance and release of encumbrance under Regulation 31(1), 31(2) and 31(3) of the SEBI Takeover Regulations.
• The event reported is an indirect release dated 2 November 2026, and the update links it to the drop in the promoter's shareholding described above.
• Reasons stated for the encumbrance: financing availed by Sagility Mezz B.V. and financing availed by Sagility B.V.
• Post event, the holding of encumbered shares is shown as ~182.51 crore shares, or 38.99% of the total share capital.

How the encumbrance arose, as explained in the notes

• A pledge over the Mezz Shares has been created by Sagility Parent in favour of Global Loan Agency Services Australia Nominees Pty Limited, acting as security agent for the lender, currently CPPIB Credit Investments Inc.
• Disposals of the group's assets, including shares of the target company, are restricted under the Mezz Facility Agreement, which the update describes as creating an indirect encumbrance on the target company.
• Separately, under a facilities agreement, the Pledgor has pledged its entire shareholding in the Borrower and given encumbrance on shareholder loans and intercompany receivables, which the update likewise describes as an indirect encumbrance on the target company.
• The entities named in whose favour shares are encumbered include Global Loan Agency Services Australia Nominees Pty Limited as security agent, and The Hongkong and Shanghai Banking Corporation Limited acting as pledgee and security agent, for the lenders listed in the update.

What this means in simple terms

• The promoter has reduced its stake by 11.96 percentage points, from 50.95% to 38.99%. It remains a large shareholder, but the size of the holding has changed materially in one transaction.
• The encumbrance reported here is an indirect one arising from financing arrangements higher up the promoter chain; because the promoter's total holding fell, the number of shares shown as indirectly encumbered fell by the same amount.
• The update is a disclosure of the transaction and the resulting change in encumbered shares; it records the share counts and percentages involved.

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