Persistent Systems Limited has received the Certified True Copy of the order issued by the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench-I, approving the Scheme of Amalgamation of its wholly owned subsidiary, Arrka Infosec Private Limited (Transferor Company), with Persistent Systems Limited (Transferee Company). The certified copy was received through the company's advocate on May 11, 2026, following the order pronounced on April 21, 2026.

Key Details of the Merger Order

The merger was adjudicated under Company Petition CP (CAA) No. 206/MB/2025 in CA (CAA) No. 179/MB/2025, before a bench comprising Shri Prabhat Kumar, Member (Technical), and Shri Sushil Mahadeorao Koche, Member (Judicial). The following table summarises the key parameters of the approved scheme:

Background of the Petitioner Companies

Arrka Infosec Private Limited (CIN: U72200PN2012PTC141873) was originally incorporated on January 6, 2012, under the name "Innovative 21st Century Technologies Minds Private Limited" and was subsequently renamed on July 14, 2017. The company is engaged in information technology and IT-enabled services, including data processing, analytics, strategic management, and HR analytics, among others. Its registered office is located at Bhageerath, Vetal Chowk, 402E, Senapati Bapat Road, Pune 411016, and it is a wholly owned subsidiary of Persistent Systems Limited.

Persistent Systems Limited (CIN: L72300PN1990PLC056696) was incorporated on May 30, 1990, and is engaged in the design, development, manufacture, and marketing of computer software, firmware, and hardware systems for commercial, industrial, scientific, medical, and defence applications. Its registered office is at Bhageerath, 402 Senapati Bapat Road, Pune, Maharashtra, India, 411016. The shares of Persistent Systems Limited are listed on BSE and NSE, while those of Arrka Infosec Private Limited are not listed on any stock exchange.

Rationale for the Scheme

The Board of Directors of both companies approved the scheme — Arrka Infosec on April 24, 2025, and Persistent Systems on April 23, 2025. The rationale cited for the amalgamation includes:

• Simplification of the corporate structure by merging a wholly owned subsidiary operating in a similar line of business
• Realisation of synergy gains and elimination of duplicate corporate procedures
• Consolidation of undertakings for effective management and unified control of operations
• Reduction of administrative and managerial costs, and minimisation of duplication of records and regulatory compliances

Consideration and Capital Treatment

Since Arrka Infosec Private Limited is a wholly owned subsidiary of Persistent Systems Limited, no new shares of the Transferee Company will be allotted in lieu of or in exchange for the holding in the Transferor Company. Upon the scheme becoming effective, the issued and paid-up capital of the Transferor Company shall stand cancelled on the Effective Date without any further act, instrument, or deed.

Regulatory Compliance and Key Directions

The NCLT noted that all requisite statutory compliances had been fulfilled and that no objections were received from any statutory, regulatory authority, creditors, members, or other stakeholders. The Official Liquidator, High Court, Bombay, confirmed in its report dated January 8, 2026, that the affairs of the Transferor Company had not been conducted in a manner prejudicial to the interests of creditors or to public interest. The Income Tax Department, which had initially raised observations, conveyed on January 9, 2026, that it had no objection to the scheme, subject to protection of its rights.

Key directions issued by the NCLT include:

• The Petitioner Companies must file a copy of the order along with the Scheme with the concerned Registrar of Companies electronically in E-Form INC-28 within 30 days from the date of receipt of the order
• A copy of the order and scheme must be lodged with the concerned Superintendent of Stamps for adjudication of stamp duty within 60 days from receipt of the order
• All employees of the Transferor Company in service on the date immediately preceding the Effective Date shall become employees of Persistent Systems Limited without any break or interruption in service, on terms and conditions not less favourable than those subsisting prior to the merger
• The Transferor Company is dissolved without winding up upon the scheme taking effect
• All liabilities of the Transferor Company shall be transferred to Persistent Systems Limited; liabilities in respect of offences committed prior to the merger shall continue as provided under Section 240 of the Companies Act, 2013

Persistent Systems Limited has intimated stock exchanges of upcoming one-on-one investor and analyst sessions scheduled for Friday, May 15, 2026, and Tuesday, May 19, 2026, pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure, filed under reference NSE & BSE / 2026-27 / 023 dated May 11, 2026, is part of the Company's continued investor engagement activities following its quarterly earnings announcement.

Upcoming Investor Session Schedule

Persistent Systems will interact with two institutional investors across the two scheduled dates. The sessions will be conducted in a one-on-one format, with one session held physically and the other virtually. The following table summarises the upcoming investor sessions:

Earnings Call Reference

During both sessions, Persistent Systems will reiterate the information communicated during the earnings call held on Tuesday, April 21, 2026, pertaining to the quarter and year ended March 31, 2026. The Company has confirmed that no unpublished price-sensitive information will be shared with the investors during these sessions. The investor presentation and fact sheet referenced during the sessions are available via the Company's designated weblink for the Q4FY26 Investor/Analyst Presentation.

Prior Investor Engagement

This follows earlier one-on-one virtual sessions conducted on May 5, 2026, during which Persistent Systems interacted with Bellwether Capital at 12:00 PM IST and American Century Investments at 7:30 PM IST. Those sessions similarly reiterated information from the April 21, 2026, earnings call, with no additional disclosures made beyond what was shared during the earnings call.

Regulatory Compliance

The disclosure was made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and subsequent amendments thereto. The intimation was filed by Amit Atre, Company Secretary (ICSI Membership No.: ACS 20507), on behalf of Persistent Systems Limited, and submitted to both the National Stock Exchange of India Limited and BSE Limited.