Persistent Systems has fixed Friday, September 25, 2026, as the cut-off date for determining shareholder eligibility to vote at its Extra Ordinary General Meeting (EGM). The meeting, scheduled for Monday, October 5, 2026, will seek approval for a USD 1,250 million fundraising programme to finance the proposed acquisition of Nagarro SE.

The company published public notices in Financial Express and Loksatta on September 13, 2026, detailing the hybrid meeting format. Shareholders can attend in person at the Pune headquarters or via Video Conferencing (VC)/Other Audio-Visual Means (OAVM).

Voting Timeline

Remote e-voting will commence on Monday, September 28, 2026, from 9:00 am and conclude on Sunday, October 4, 2026, by 5:00 pm. Only members registered as of the September 25 cut-off date are eligible to cast votes. The voting rights will be proportional to the shareholding on the cut-off date.

Financing Structure

The Board proposes a balanced capital structure comprising debt financing and equity-linked securities. The total funding requirement is capped at USD 1,250 million, allocated as follows:

The equity component, limited to USD 450 million, may be raised through Foreign Currency Convertible Bonds (FCCBs) or Qualified Institutional Placements (QIP). This amount is interchangeable between the two modes but cannot exceed the stated cap within the overall funding limit.

Strategic Context

The fundraising is critical for replacing the interim bridge facility of up to EUR 1.40 billion arranged for the Nagarro acquisition. The explanatory statement notes that Persistent is restricted from entering a Domination and Profit and Loss Transfer Agreement (DPLTA) for two years post-closing. Consequently, the company must fund the transaction at its own level rather than relying on Nagarro's cash flows during this period.

What the Numbers Show

The security creation limit stands at USD 1,375 million, which is 10% above the total fundraising requirement of USD 1,250 million. This buffer allows the company to secure borrowings against its assets while maintaining flexibility in structuring the final debt package. The existing Revolving Credit Facility (RCF) of EUR 350 million at Nagarro, with an outstanding balance of approximately EUR 290 million, will be serviced separately using Nagarro's own cash flows.

Other Business Items

Shareholders will also vote on amending Article 12(iii) of the Articles of Association. The change removes the requirement for a registered valuer's report to determine share prices for preferential issues, aligning the company's constitutional documents with current regulations for listed entities.

Persistent Systems has approved a capital raise of up to USD 1,250 million through debt and equity instruments. The Board of Directors sanctioned the proposal during its meeting on September 2, 2026, marking a significant expansion of the company's financing options.

The approval allows the firm to utilize multiple channels for capital acquisition. The total amount can be raised in one or more tranches, subject to shareholder and regulatory approvals. This move follows the earlier intimation under Regulation 29 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Financing Structure

The Board authorized two primary avenues for the fundraising:

• Debt Financing: Up to USD 1,250 million through External Commercial Borrowings (ECBs), Non-Convertible Debentures (NCDs), or similar instruments.
• Equity/Convertible Instruments: Up to USD 450 million through Foreign Currency Convertible Bonds (FCCBs), Preferential Issues, Qualified Institutional Placements (QIPs), or other convertible securities.

The combination of these options will not exceed the aggregate cap of USD 1,250 million. The specific mix of instruments and tranche sizes will be determined by the Committee of Executive Directors based on market conditions and regulatory requirements.

Regulatory Compliance

In compliance with Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, the company disclosed the outcome of the meeting.

The Board also approved the alteration of Article 12 of the Articles of Association concerning further issue of shares. An Extra-Ordinary General Meeting will be convened to seek member approval for these proposals.

Trading Window Closure

The trading window remains closed for promoters, promoter group members, Board of Directors, Key Managerial Personnel, Designated Persons, and Connected Persons. The restriction is effective from August 30, 2026, until further notice, as per the Company's Code of Conduct for Prevention of Insider Trading.

Amit Atre, Company Secretary, confirmed the intimation.