Persistent Systems announces that its acquisition bid for Nagarro SE has been successfully completed.

The company stated that after the statutory extended acceptance period ended at midnight on October 6, 2026 (CET), Galaxy Germany Holding SE ("Offeree") – a wholly-owned direct subsidiary of Persistent Systems Limited – announced the final results of its voluntary public tender offer for all outstanding shares of Nagarro SE.

During the additional acceptance period, another 1,335,114 shares of Nagarro were submitted for acceptance of the offer. Together with the 7,568,145 shares submitted during the initial acceptance period, a total of 8,903,259 shares of Nagarro have been included in the offer, accounting for approximately 71.94% of Nagarro's share capital and voting rights. Adding to this, Persistent has already acquired about 22.10% of the equity in accordance with the share purchase agreement signed with Lantano Beteiligungen GmbH ("Lantano"), and Persistent currently holds approximately 94.04% of Nagarro's share capital and voting rights.

This result is significantly higher than the minimum acceptance threshold required to fulfill the offer, which is 50% plus 1 share.

Persistent Systems Limited CEO and Executive Director Sandeep Kalra stated:

"The final outcome of our offer for Nagarro clearly demonstrates that the strategic logic of combining Persistent with Nagarro has been recognized. We now look forward to completing the remaining steps to advance the delivery process. Together, we will build the global AI driven digital engineering company as we envision it."

After the offer is completed, and in accordance with the privatization strategy, Persistent plans to initiate a process to squeeze out the remaining minority shareholders after the delivery, having already acquired over 90% of the share capital and voting rights of Nagarro. However, the company stated that no final decision has been made yet, and specific measures will be disclosed in due course.

Persistent It is expected that the transaction will be completed by the end of the first quarter of CY27, provided that only a small number of regulatory approvals are still pending.

Note: The aforementioned ratios do not include treasury shares.

Disclaimer and Forward-Looking Statements

This press release is neither an offer to purchase Nagarro shares nor an invitation to offer for sale of Nagarro shares. The final terms of the offer and other provisions related to the offer are only contained in the offer document authorized by the German Federal Financial Supervisory Authority. Investors and holders of Nagarro shares are strongly advised to read this offer document and all other documents related to the offer, as they contain important information. The offer document (in German and a non-binding English translation), as well as detailed terms and other information, are available on the internet website www.galaxy-offer.com and through other channels.

This offer shall be implemented solely in accordance with the applicable German law, in particular the German Securities Acquisition and Offer Act (Wertpapiererwerbs – und Ü bernahmegesetz, Wp ÜG), as well as certain securities laws related to cross-border acquisition offers in the United States. This offer will not be subject to the legal requirements of jurisdictions other than the Federal Republic of Germany or the United States. Accordingly, no notifications, filings, approvals, or authorizations have been submitted, sought, or obtained outside of the Federal Republic of Germany or the United States (as applicable). Investors and holders of Nagarro shares cannot rely on the protection of investor protection laws of any jurisdiction other than the Federal Republic of Germany or the United States (as applicable). Except for the exceptions stated in the offer documents and any exemptions that may be granted by the relevant regulatory authorities, no acquisition offer will be made directly or indirectly in any jurisdiction where such offer would violate the applicable laws. This press release may not be published or distributed in whole or in part in any jurisdiction where such offer is prohibited by applicable laws.

To the extent permitted by law, the offeree reserves the right to directly or indirectly acquire additional shares of Nagarro either outside of the offer or both inside and outside of the market. However, such acquisitions or acquisition arrangements must not be conducted in the United States and must comply with applicable German legal regulations, particularly those of Wp ÜG. If the consideration paid outside of the offer exceeds the offer price, the offer price will be increased at the request of Wp ÜG to match the higher consideration. In the event of such an acquisition, relevant information—including the number of Nagarro shares acquired or intended to be acquired and the consideration already paid or agreed upon—will be disclosed in a timely manner within the scope required by the laws of the Federal Republic of Germany, the United States, or any other relevant jurisdiction.

The offer relates to the shares of a German company, which is listed on the Frankfurt Stock Exchange, among other markets, and is subject to the disclosure requirements, rules, and practices applicable in the Federal Republic of Germany. These requirements, rules, and practices differ in certain important respects from those in the United States and other jurisdictions. The financial information regarding the offering party and Nagarro contained in the offering documents and other materials is prepared in accordance with the regulations applicable in the Federal Republic of Germany, and not in accordance with generally accepted accounting principles (GAAP) in the United States. As such, it may not be comparable to the financial information of companies in the United States or other jurisdictions outside of the Federal Republic of Germany. The offer will be implemented in the United States in accordance with Section 14(e) of the Securities Exchange Act and its 14E Regulation, based on a so-called Tier II exemption. This exemption allows bidders to satisfy some of the requirements of the U.S. tender offer by complying with certain substantive and procedural rules of their own national laws or practices, and exempts them from compliance with certain other rules of the Securities Exchange Act, while still requiring compliance with the relevant requirements of the laws of the Federal Republic of Germany. U.S. shareholders should note that Nagarro is not listed on a U.S. stock exchange, is not subject to the periodic reporting requirements of the Securities Exchange Act, and is not required to submit reports to the U.S. Securities and Exchange Commission (SEC); in fact, no such reports have been submitted.

Any contract signed with the offeror as a result of accepting the offer is subject only to the laws of the Federal Republic of Germany and shall be interpreted in accordance with those laws. For American shareholders (or shareholders from regions other than Germany), it may be more difficult to assert certain rights and claims under the U.S. Federal Securities Laws (or other laws they are familiar with) regarding this offer, as both the offeror and Nagarro are located outside of the United States (or outside of the jurisdiction of the shareholder's home country), and their respective executives and directors also reside outside of the United States (or outside of the jurisdiction of the shareholder's home country). For a non-U.S. company or its executives and directors, it may not be possible to file a lawsuit in a non-U.S. court for violations of U.S. securities laws; similarly, it may not be possible to compel a non-U.S. company or its subsidiaries to comply with judgments of U.S. courts.

Wherever this document contains forward-looking statements, such content is not a statement of fact, but is identified by words such as “intend” and “will” and similar expressions. These statements reflect the intentions, beliefs, or current expectations and assumptions of the offeror and those acting in concert with it. Such forward-looking statements are based on the current plans, estimates, and projections made by the offeror and those acting in concert with it to the best of their knowledge, but no guarantee is provided for their accuracy in the future (especially in situations beyond the control of the offeror or those acting in concert with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are typically beyond the control of the offeror or those acting in concert with it. It should be noted that actual future results or consequences may differ significantly from those indicated or contained in the forward-looking statements. There is no assurance that the offeror and those acting in concert with it will not change their intentions and estimates as described in this document, notices, or offering documents in the future.

About Persistent

Persistent Systems ( BSE : 533179 ) ( NSE : PERSISTENT ) is a global services and solutions company that provides AI-driven, platform-based digital engineering and enterprise modernization services to enterprises in various industries. The company has over 28,500 employees in 21 countries and is committed to innovation and customer success. Persistent offers a comprehensive range of services including software engineering, product development, data and analytics, customer experience transformation, cloud computing, and agent business automation. It is a constituent stock of the MSCI India index and is included in several important indices of the National Stock Exchange of India, such as the Nifty Midcap 50, Nifty IT and Nifty MidCap Liquid 15, as well as the S& P BSE 100 and S& P BSE SENSEX Next 50 indices of the Bombay Stock Exchange. Persistent is also a constituent of the Dow Jones Best-in - Class World Index index. The company has achieved carbon neutrality, further demonstrating its commitment to sustainable development and responsible business practices. Persistent was also recognized by Newsweek and Plant A Insights Group as one of the “Great Inclusive and Diverse Workplaces in the U.S.” for 2025. As a participant in the United Nations Global Compact, the company is committed to aligning its strategies and operations with universal principles such as human rights, labor, environment, and anti-corruption, and takes actions to promote social goals.With a year-on-year increase of 22% in brand value, Persistent was rated as the fastest-growing IT service brand globally in the 2026 Brand Finance IT Services 25 report, making it one of the top 25 global IT service brands and ranking as the 12th strongest brand. www.persistent.com

Forward-looking and Cautionary Statements

For information regarding the risks and uncertainties associated with forward-looking statements, please visit persistent.com / FLCS.