Takeover Offer for Nagarro Ends Successfully

Approximately 94.04%1 of Nagarro share capital secured at expiry of the additional acceptance period, significantly exceeding the minimum acceptance threshold of 50% plus one shareHaving secured more than 90% of Nagarro’s share capital1 and voting rights, Persistent plans a squeeze-out of the remaining minority shareholders of Nagarro upon closing. No final decision has been taken yetThe transaction is expected to close by the end of Q1 CY27, subject to only a limited number of outstanding regulatory approvals

MUNICH and PUNE, India, Oct. 9, 2026 /PRNewswire/ — Galaxy Germany Holding SE (the “Bidder”), a wholly-owned direct subsidiary of Persistent Systems Limited (together “Persistent”), today announced the final results for its Voluntary Public Takeover Offer for all outstanding shares of Nagarro SE (“Nagarro”) (the “Offer”) following expiry of the statutory additional acceptance period at midnight (CEST) on October 6, 2026.

During the additional acceptance period, a further 1,335,114 Nagarro shares were tendered into the Offer. Together with the 7,568,145 Nagarro shares tendered during the initial acceptance period, a total of 8,903,259 Nagarro shares have now been tendered into the Offer, representing approximately 71.94%1 of the share capital and voting rights of Nagarro. Combined with the approximately 22.10%1 stake already secured by Persistent under the share purchase agreement with Lantano Beteiligungen GmbH (“Lantano”), Persistent has secured approximately 94.04%1 of the share capital and voting rights of Nagarro. This result significantly exceeds the minimum acceptance threshold of 50% plus one share required for the Offer to be completed.

Sandeep Kalra, Chief Executive Officer and Executive Director, Persistent Systems Limited:

“The final results of our offer for Nagarro are a clear endorsement of the strategic logic behind bringing Persistent and Nagarro together. We now look forward to completing the remaining steps toward closing. Together, we will build the global AI-led digital engineering player we envision.”

Following completion of the Offer and acting on a taking private strategy, Persistent, having secured more than 90% of Nagarro’s share capital1 and voting rights, plans to initiate a squeeze-out of the remaining minority shareholders of Nagarro upon closing. No final decision has been taken yet. Persistent will provide further details on the specific measures to be taken in due course.

Persistent expects the transaction to close by the end of Q1 CY27, subject to only a limited number of outstanding regulatory approvals.

1. Excluding treasury shares.

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 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 applicable). Subject to the exceptions described in the offer document and, where applicable, any exemptions to be granted by the respective regulatory authorities, no takeover offer will be made, directly or indirectly, in those jurisdictions in which this would constitute a violation of applicable law. This press release may not be released or otherwise distributed in whole or in part, in any jurisdiction in which the Offer would be prohibited by applicable law.

The Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional Nagarro shares outside the Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG, and the offer price is increased in accordance with the WpÜG, to match any consideration paid outside of the Offer if higher than the offer price. If such acquisitions take place, information on such acquisitions, including the number of Nagarro shares acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction. The Offer relates to shares in a German company admitted to trading, inter alia, on the Frankfurt Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States and other jurisdictions in certain material respects. The financial information relating to the Bidder and Nagarro included elsewhere, including in the offer document, are prepared in accordance with provisions applicable in the Federal Republic of Germany and are not prepared in accordance with generally accepted accounting principles in the United States; therefore, it may not be comparable to financial information relating to United States companies or companies from other jurisdictions outside the Federal Republic of Germany. The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, and on the basis of the so-called Tier II exemption from certain requirements of the Exchange Act, which exemption allows a bidder to comply with certain substantive and procedural rules of the Exchange Act for takeover bids by complying with the law or practice of the domestic legal system and exempts the bidder from complying with certain other rules of the Exchange Act, and otherwise in accordance with the requirements of the laws of the Federal Republic of Germany. Shareholders from the United States should note that Nagarro is not listed on a United States securities exchange, is not subject to the periodic requirements of the Exchange Act and is not required to, and does not, file any reports with the United States Securities and Exchange Commission.

Any contract entered into with the Bidder as a result of the acceptance of the Offer will be governed exclusively by and construed in accordance with the laws of the Federal Republic of Germany. It may be difficult for shareholders from the United States (or from elsewhere outside of Germany) to enforce certain rights and claims arising in connection with the Offer under United States federal securities laws (or other laws they are acquainted with) since the Bidder and Nagarro are located outside the United States (or the jurisdiction where the shareholder resides), and their respective officers and directors reside outside the United States (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-United States company or its officers or directors in a non-United States court for violations of United States securities laws. It also may not be possible to compel a non-United States company or its subsidiaries to submit themselves to a United States court’s judgment.

To the extent that this document contains forward-looking statements, they are not statements of fact and are identified by the words “intend,” “will” and similar expressions. These statements express the intentions, beliefs or current expectations and assumptions of the Bidder and the persons acting jointly with it. Such forward-looking statements are based on current plans, estimates and projections made by the Bidder and the persons acting jointly with it to the best of their knowledge, but are not guarantees of future accuracy (this applies in particular to circumstances beyond the control of the Bidder or the persons acting jointly with it). Forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and are usually beyond the Bidder’s control or the control of the persons acting jointly with it. It should be taken into account that actual results or consequences in the future may differ materially from those indicated or contained in the forward-looking statements. It cannot be ruled out that the Bidder and the persons acting jointly with it will in future change their intentions and estimates stated in documents or notifications or in the offer document.

About Persistent

Persistent Systems (BSE: 533179) (NSE: PERSISTENT) is a global services and solutions company delivering AI-led, platform-driven Digital Engineering and Enterprise Modernization to businesses across industries. With over 28,500 employees located in 21 countries, the Company is committed to innovation and client success. Persistent offers a comprehensive suite of services, including software engineering, product development, data and analytics, CX transformation, cloud computing, and agentic business automation. The Company is part of the MSCI India Index and is included in key indices of the National Stock Exchange of India, including the Nifty Midcap 50, Nifty IT, and Nifty MidCap Liquid 15, as well as several on the BSE such as the S&P BSE 100 and S&P BSE SENSEX Next 50. Persistent is also a constituent of the Dow Jones Best-in-Class World Index. The Company has achieved carbon neutrality, reinforcing its commitment to sustainability and responsible business practices. Persistent has also been named one of America’s Greatest Workplaces for Inclusion & Diversity 2025 by Newsweek and Plant A Insights Group. As a participant of the United Nations Global Compact, the Company is committed to aligning strategies and operations with universal principles on human rights, labor, environment, and anti-corruption, as well as take actions that advance societal goals. With a 22% YoY growth in brand value, Persistent has been recognized as the Fastest Growing IT Services brand globally in the 2026 Brand Finance IT Services 25 report, among the world’s Top 25 IT Services brands and ranks as the 12th strongest brand. www.persistent.com

Forward-looking and Cautionary Statements

For risks and uncertainties relating to forward-looking statements, please visit persistent.com/FLCS.

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