Meeting Details

  • Date: Monday, August 3, 2026
  • Time: 1600 Hrs. (IST)
  • Location: Persistent Systems Limited, Dewang Mehta Auditorium, 'Bhageerath', 402 Senapati Bapat Road, Pune 411016, India
  • Mode: Hybrid (in-person and through Video Conferencing/Other Audio-Visual Means)
  • Record Date: Monday, July 27, 2026 for determining eligibility for final dividend and e-voting

Proposed Resolutions and Implications

Ordinary Businesses

1. Adoption of Audited Standalone Financial Statements for FY 2025-26 with reports of Board of Directors and Auditors

2. Adoption of Audited Consolidated Financial Statements for FY 2025-26 with Auditors' report

3. Dividend Declaration: Confirmation of interim dividend of INR 22 per equity share and approval of final dividend of INR 18 per equity share, aggregating to INR 40 per equity share of INR 5 each

4. Reappointment of Dr. Anand Deshpande as Chairman and Managing Director who retires by rotation

Special Businesses

5. Reappointment of Ms. Avani Davda as Independent Director for a second term of 5 years from December 28, 2026, to December 27, 2031

6. Reappointment of Mr. Arvind Goel as Independent Director for a second term of 5 years from June 7, 2027, to June 6, 2032

7. Reappointment of Dr. Ambuj Goyal as Independent Director for a second term from June 7, 2027, to October 31, 2031 (until month-end of attaining 75 years)

8. Reappointment of Mr. Dan'l Lewin as Independent Director for a second term from June 10, 2027, to April 30, 2029 (until month-end of attaining 75 years)

9. Acquisition of Nagarro SE through Galaxy Germany Holding SE (Wholly Owned Subsidiary) for aggregate consideration not exceeding ~EUR 1.05 Billion (~INR 112.73 Billion)

10. Creation of security and provision of Corporate Guarantee by the Company on behalf of Galaxy Germany Holding SE for aggregate amount not exceeding EUR 1.54 Billion (~INR 165.34 Billion)

11. Creation of charge, pledge, hypothecation, and/or mortgage by the Company in respect of loan to Galaxy Germany Holding SE for securing bridge financing facility

12. Approval of material related party transactions involving corporate guarantee and security creation for bridge financing facility

Voting Process and Methods

  • Remote e-voting period: Wednesday, July 29, 2026 (0900 Hrs. IST) to Sunday, August 2, 2026 (1700 Hrs. IST)
  • E-voting website: www.evoting.nsdl.com
  • EVEN (E-voting Event Number): 139938
  • VC/OAVM participation: Members can login from 1545 Hrs. IST onwards on meeting day at https://www.evoting.nsdl.com/
  • Helpdesk contacts: NSDL: evoting@nsdl.com or 022-4886 7000; CDSL: helpdesk.evoting@cdslindia.com or 1800-21-09911
  • Speaker registration: Required by 1800 Hrs. IST on Thursday, July 30, 2026, via investors@persistent.com

Key Voting Outcomes and Participation

The actual voting outcomes will be determined at the AGM and reported subsequently. The document provides the framework for voting but does not contain pre-meeting results.

Scrutinizer's Role and Findings

  • Scrutinizer appointed: M/s. SVD & Associates, Practicing Company Secretaries, Pune (represented by Mr. Sridhar Mudaliar (FCS 6156, COP 2664) or Ms. Sheetal Joshi (FCS 10480, COP 11635))
  • Responsibilities: Scrutinize remote e-voting process in fair and transparent manner
  • Reporting timeline: Scrutinizer's report to be issued not later than 2 working days after conclusion of AGM
  • Result declaration: Results along with scrutinizer's report to be placed on company website (www.persistent.com) and NSDL website (www.evoting.nsdl.com) immediately after declaration

Compliance with Laws and Regulations

The notice confirms compliance with:

  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • Companies Act, 2013 and rules made thereunder
  • Secretarial Standard on General Meetings (SS-2)
  • Foreign Exchange Management Act, 1999 and related regulations
  • MCA Circulars and SEBI Circulars permitting hybrid meetings

Additional Financial and Procedural Information

  • Dividend payment: Final dividend to be paid within 30 days from date of approval to members as of Record Date (July 27, 2026)
  • Green initiatives: Printed copies of Annual Report not distributed at AGM; documents sent electronically
  • Shareholder services: Travel arrangements provided for in-person attendance from 7 locations in Pune
  • Corporate structure: Post-acquisition, Nagarro SE will become a step-down subsidiary through Galaxy Germany Holding SE
  • Financing details: Bridge facility of EUR 1.4 billion with corporate guarantee up to EUR 1.54 billion (110% of facility)
  • Strategic rationale: Acquisition creates transatlantic AI-led digital engineering platform with ~USD 2.9 billion combined revenue and 46,000+ employees
  • Valuation: Independent valuation by Ernst & Young determined Nagarro share value in range of EUR 73.7 to EUR 82.8
  • Transaction timeline: Expected closing in Q4 CY2026/Q1 CY2027 subject to regulatory approvals

Regulatory Approvals Required

  • Reserve Bank of India (RBI) for overseas investment
  • BaFin (German Federal Financial Supervisory Authority) for takeover offer
  • Competent merger control and foreign direct investment authorities
  • Other statutory/government/semi-government authorities in relevant jurisdictions