EGM Details

The Extra Ordinary General Meeting of Persistent Systems Limited will be held on Monday, October 5, 2026, at 1600 Hrs. (IST) at the company's registered office: Persistent Systems Limited, Dewang Mehta Auditorium, 'Bhageerath', 402 Senapati Bapat Road, Pune 411016, India. The meeting will be conducted in hybrid mode (in-person and through Video Conferencing/Other Audio-Visual Means).

Cut-off Dates

  • Record date for e-voting eligibility: Friday, September 25, 2026
  • Remote e-voting period: Monday, September 28, 2026 (0900 Hrs IST) to Sunday, October 4, 2026 (1700 Hrs IST)
  • Speaker registration deadline: Tuesday, September 29, 2026 (1800 Hrs IST)

Business Items to be Transacted

Item 1: Alteration of Articles of Association (Special Resolution)

Proposes to amend Article 12(iii) to remove the specific requirement for valuation report by registered valuer for preferential issues, aligning with current regulations for listed companies. The amended article would state that shares can be issued "at such price as may be determined in accordance with the applicable laws, if any."

Item 2: Increase Borrowing Limit (Special Resolution)

Seeks approval to avail long-term debt financing up to USD 1,250 million (USD One Thousand Two Hundred Fifty million) through various instruments including External Commercial Borrowings (ECB), syndicated loans, term loans, Non-Convertible Debentures (NCDs), bonds, commercial papers, and other banking/credit facilities. This exceeds the permissible limit under Section 180(1)(c) of Companies Act, 2013.

Item 3: Creation of Security (Special Resolution)

Approval for creating charge, pledge, hypothecation, security interest, mortgage and/or any other encumbrance on company assets to secure debt financing, up to USD 1,375 million (10% above the USD 1.25 billion fundraising requirement).

Item 4: Issuance of Securities (Special Resolution)

Approval for issuance of securities up to USD 450 million through Foreign Currency Convertible Bonds (FCCBs), Qualified Institutional Placement (QIP), or other permissible modes. This includes equity shares, debt securities convertible into equity shares, or other securities convertible into equity shares.

Financing Context and Purpose

The fundraising is primarily to finance the acquisition of Nagarro SE, including:

  • Meeting funding obligations from the Open Offer for Nagarro
  • Funding share purchase agreement with Lantano Beteiligungen GmbH
  • Paying transaction-related costs and expenses
  • Reducing outstanding liability under the existing EUR 1.4 billion bridge facility from Barclays Bank PLC
  • Providing working capital financing

The company has arranged a bridge financing facility of up to EUR 1.40 billion with Barclays Bank PLC, which is an interim 18-month arrangement that needs to be replaced with long-term financing.

Financing Structure

The total requirement of USD 1,250 million will be raised through a mix of:

  • Debt financing: Up to USD 1,250 million
  • Equity/equity-linked instruments: Up to USD 450 million (within the overall USD 1,250 million limit)

The USD 450 million equity portion is an inter-changing limit between FCCBs and QIPs.

Key Financial Details

  • Nagarro's existing debt: EUR 350 million Revolving Credit Facility with approximately EUR 290 million outstanding
  • Bridge facility: EUR 1.4 billion from Barclays Bank PLC
  • Security coverage: USD 1,375 million (110% of debt fundraising requirement)
  • Overall fundraising cap: USD 1,250 million

Regulatory Framework

The resolutions reference compliance with multiple regulations including:

  • Companies Act, 2013 and relevant rules
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Foreign Exchange Management Act, 1999 and various FEMA regulations
  • RBI Master Directions and circulars

Authorized Representatives

The Board authorizes Dr. Anand Deshpande (Chairman and MD), Mr. Sandeep Kalra (CEO), Mr. Vinit Teredesai (CFO), Mr. Saurabh Dwivedi (Corporate VP), and Mr. Amit Atre (Company Secretary) to execute all necessary documents and obtain approvals.

Voting Arrangements

  • Remote e-voting through NSDL platform (EVEN: 143086)
  • Hybrid meeting attendance (in-person and virtual)
  • Scrutinizer: M/s. SVD & Associates
  • Results to be declared within 2 working days of EGM conclusion

Additional Information

The notice includes detailed instructions for:

  • Physical attendance with transportation arrangements from 8 locations in Pune
  • VC/OAVM participation procedures
  • E-voting process for different types of shareholders
  • Proxy arrangements for physical attendance
  • Compliance with green initiative for paperless communication