BSECompany Update3d ago · 22 Sept 2026, 05:17 pm

The update on Voluntary Public Takeover Offer made by the Company to the shareholders of Nagarro SE is as enclosed.

Persistent Systems Ltd · 533179

✦ AI Summary▲ PositiveM&A

Persistent Systems Ltd has secured 83.25% stake in Nagarro SE through a Voluntary Public Takeover Offer, exceeding the minimum threshold requirement. An additional acceptance period of two weeks will commence on September 23, 2026, allowing remaining shareholders to tender their shares.

Analysis Scores

Earnings Impact5/10
Growth Catalyst8/10
Governance Concern2/10
Regulatory Risk3/10
Balance Sheet Risk4/10
Liquidity Impact2/10
Market Sentiment8/10

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Persistent Systems Ltd - 533179 - Update On Voluntary Public Takeover Offer Made By Persistent Systems Limited To The Shareholders Of Nagarro SE

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NSE & BSE / 2026-27 / 129 September 22, 2026 The Manager, The Manager, Corporate Services, Corporate Services National Stock Exchange of India Limited BSE Limited Exchange Plaza, Bandra Kurla Complex, P J Towers, Dalal Street, Bandra (E), Mumbai 400 051 Mumbai 400 001 Ref: Symbol: PERSISTENT Ref: Scrip Code: 533179 Dear Sir/Madam, Sub: Update on Voluntary Public Takeover Offer made by Persistent Systems Limited to the shareholders of Nagarro SE Ref.: (1) Our earlier intimation bearing reference no. NSE & BSE / 2026-27 / 105 dated August 6, 2026, (2) Our earlier intimation bearing Ref. No. NSE & BSE / 2026-27 / 123 dated September 18, 2026 With reference to the above subject, we wish to inform you that Persistent Systems Limited (the ‘Company’) secured 7,568,145 shares, representing approximately 61.15% of Nagarro SE’s ( ‘Nagarro’) outstanding share capital (i.e., excluding treasury shares) by way of a Voluntary Public Takeover Offer (the ‘Offer’) during the acceptance period completed as of September 17, 2026. The Company already secured a stake of approximately 22.10% shareholding in Nagarro (excluding treasury shares) under a share purchase agreement with Lantano Beteiligungen GmbH. As a result, the Company secured an aggregate shareholding of 83.25% (excluding treasury shares) as of September 17, 2026, thereby exceeding the minimum threshold requirement, i.e., 50% plus one share, under the Offer. In view of the aforesaid development, under the prevailing laws an additional acceptance period of two weeks will commence on September 23, 2026, and run until October 6, 2026. During the additional acceptance period, Nagarro’s Shareholders, who have not yet tendered their shares may accept the Offer. The Company will disclose requisite details upon completion of the expiry of the additional acceptance period in due course. A copy of Press Release titled ‘Persistent’s Takeover Offer for Nagarro Successful – Additional Acceptance Period to run from September 23, 2026, to October 6, 2026’ dated September 22, 2026, is enclosed for your reference. Thanking you. Yours Sincerely, For Persistent Systems Limited Amit Atre Company Secretary ICSI Membership No.: ACS 20507 Encl.: As above Persistent Systems Limited, Bhageerath, 402 Senapati Bapat Road, Pune 411 016, Maharashtra, India CIN - L72300PN1990PLC056696 Tel: +91 (20) 670 35555 | Fax - +91 (20) 6703 0003 | E-mail - info@persistent.com | Website - www.persistent.com Persistent’s Takeover Offer for Nagarro Successful Additional Acceptance Period to run from September 23, 2026 to October 6, 2026 \ Persistent has secured a total of 83.25%1 of Nagarro’s outstanding share capital by the end of the acceptance period \ Additional acceptance period of two weeks starts on September 23, 2026: Nagarro shareholders have until October 6, 2026, to tender their shares and secure EUR 81.00 per Nagarro share in cash \ Persistent intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible; closing of the transaction expected by the end of Q1 CY27 \ All details and the offer document are available at www.galaxy-offer.com September 22, 2026 Munich, Germany and Pune, India News Summary Galaxy Germany Holding SE (the “Bidder”), a wholly-owned direct subsidiary of Persistent Systems Limited (together “Persistent”), today announced the initial results for its Voluntary Public Takeover Offer for all outstanding shares of Nagarro SE (“Nagarro”) (the “Offer”). The acceptance period expired at midnight (CEST) on September 17, 2026. During the acceptance period, 7,568,145 Nagarro shares were tendered into the Offer. This represents approximately 61.15%1 of the total share capital and voting rights of Nagarro. In addition, Persistent already secured a stake of approximately 22.10%1 in Nagarro under a share purchase agreement with Lantano Beteiligungen GmbH (“Lantano”). Together, the tendered shares and the shares secured from Lantano represent approximately 83.25%1 of the total share capital and voting rights of Nagarro. The minimum acceptance threshold of 50% plus one share required for the Offer to be completed has thus been exceeded. According to the German Securities Acquisition and Takeover Act (WpÜG), Nagarro shareholders who have not yet tendered their shares can still accept the Offer at the same cash consideration of EUR 81.00 per share by tendering their shares within the additional acceptance period, which 1: excluding treasury shares © 2026 Persistent Systems Ltd. All rights reserved. 1 will begin on September 23, 2026, and end at midnight (CEST) on October 6, 2026. Persistent will disclose the final number of shares tendered following the expiry of the additional acceptance period. Sandeep Kalra, Chief Executive Officer and Executive Director, Persistent Systems Limited: “We have offered Nagarro shareholders an attractive opportunity to realize full and immediate value. The success of the offer confirms its appeal and the strategic logic behind combining Persistent and Nagarro. We now look forward to completing the remaining steps toward closing, so we may start building the global AI-led digital engineering leader we envisioned together.” Potential delisting might reduce liquidity Following the consummation of the Offer and acting on a taking private strategy, Persistent intends to terminate the admission of Nagarro shares to trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange and trading on the open market of other stock exchanges as soon as practicable and legally feasible. The termination of admission to trading on the regulated market would result in Nagarro being excluded from the SDAX and a reduction in liquidity of Nagarro shares. Pursuant to the Business Combination Agreement, Nagarro’s Management Board is, subject to its fiduciary duties, willing to support the delisting of the Nagarro shares. The offer document and a non-binding English translation are available at www.galaxy-offer.com. Persistent expects the transaction to close by the end of Q1 CY27, subject to only a limited number of outstanding regulatory approvals. Disclaimer and forward-looking statements This press release is neither an offer to purchase nor a solicitation of an offer to sell Nagarro shares. The final terms of the Offer as well as other provisions relating to the Offer are set out solely in the offer document authorized for publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). Investors and holders of Nagarro shares are strongly advised to read the offer document and all other documents relating to the Offer, as they contain important information. The offer document for the Offer (in German and a non-binding English translation) with the detailed terms and conditions and other information on the Offer is published amongst other information on the internet at www.galaxy- offer.com. The Offer will be implemented exclusively on the basis of the applicable provisions of German law, in particular the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG), and certain securities law provisions of the United States of America relating to cross-border takeover offers. The Offer will not be conducted in accordance with the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States of America (as applicable). Accordingly, no notices, filings, approvals or authorizations for © 2026 Persistent Systems Ltd. All rights reserved. 2 the Offer have been filed, caused to be filed or granted outside the Federal Republic of Germany or the United States of America (as applicable). Investors and holders of Nagarro shares cannot rely on being protected by the investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States of America (as ap [Showing first 8,000 characters — download PDF for full document]