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PERSISTENT SYSTEMS LTD.

24 July 2026 | 03:59

Industry >> IT Consulting & Software

Select Another Company

ISIN No INE262H01021 BSE Code / NSE Code 533179 / PERSISTENT Book Value (Rs.) 501.10 Face Value 5.00
Bookclosure 27/07/2026 52Week High 6599 EPS 119.25 P/E 43.61
Market Cap. 81335.82 Cr. 52Week Low 4245 P/BV / Div Yield (%) 10.38 / 0.77 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

Your Directors are pleased to present the Thirty-sixth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2026.

A. Business Update

The theme of this year’s report, Re(AI)magining the Enterprise, reflects both the moment our industry has reached and the role your Company has chosen within it. Across the world, enterprises are rethinking how they operate, transform, and compete in the presence of Artificial Intelligence. Ambition is everywhere; what remains scarce is the engineering execution to turn that ambition into something impactful, governed, and measurable. That intersection, where AI ambition meets engineering execution, is where your Company does its most consequential work.

It is also where Persistent has always operated. For thirty-six years, your Company has been built not around any single technology wave but around a more enduring belief that a company stays valuable by continuing to learn, adapt, and earn its customers’ trust through every cycle of change. AI is the latest and most far-reaching of those cycles, and one that rewards precisely the strengths your Company has spent decades cultivating, which include engineering judgement, technical depth, and the discipline to execute responsibly at scale.

Your Company entered this moment having built capability ahead of demand, and Financial Year 2025-26 reflected the payoff. In Financial Year 2025-26, Revenue was US$ 1,654.4 Million, growing 17.4% Year-on-Year in US$ terms and 23.5% in Indian Rupee terms, strengthening your Company’s standing among the fastest-growing companies in the industry. Q4FY 26 marked the 24th consecutive quarter of sequential growth; a cadence achieved by only a handful of companies. Profitability strengthened even as the Company continued to invest ahead of demand, full-year EBIT margin expanded to 15.6%, and Profit After Tax rose 33% to INR 18,651 Million, with the fourth-quarter EBIT margin reaching 16.3%. On the strength of this performance, the Board recommended a final dividend of INR 18 per share, bringing the total dividend for the year to INR 40 per share, up from INR 35 per share a year earlier, subject to shareowners’ approval. As AI adoption accelerated, your Company’s AI-led, platform-driven approach strengthened its operating model from within, improving the quality, velocity, and scale of everything it delivers. The defining lesson of the year, visible across every industry, is that success with AI depends less on the sophistication of any single model than on operational maturity, including clean, well-governed data, redesigned processes, an enabled workforce, and responsible governance. Enterprises are no longer seeking a vendor of AI features; they are seeking a partner who can make AI work safely, repeatably, and accountably, inside the systems on which their business already runs. That is the role your Company has built itself to play: through a model that is platform-centric, IP-led, and outcome-based, and in which it is consistently its own first customer.

Across its three industry verticals, Software, Hi-Tech and Emerging Industries; Banking, Financial Services and Insurance; and Healthcare and Life Sciences, this strategy is advancing on several reinforcing fronts:

• Engineering Hyper Productivity. Your Company’s Generative AI-enabled engineering platform, SASVA, reached its fourth generation, with SASVA 4.0 becoming generally available in April 2026 and backed by a portfolio of more than 120 patents. Shifting the focus from individual productivity to team intelligence, its “Brain” holds the full organisational context and validates workflows by simulation before execution, while integration with partner models, frontier models such as Anthropic’s Claude and OpenAI’s GPT, lets clients bring their own model of choice and tooling into a single, governed environment that accelerates software development and reduces technical debt at scale.

• Business Hyper Productivity. Your Company is reimagining end-to-end business workflows as self-orchestrating ecosystems of AI agents. During the year it enhanced its GenAI Hub and Agent Studio, launched an Agent Processing Unit to onboard and orchestrate external agents, and grew its portfolio to more than 250 enterprise agents with deep domain coverage across BFSI and Healthcare and Life Sciences.

• Enterprise Data Readiness. Trusted, contextual and governed data is the foundation of scaled enterprise AI readiness and adoption. To accelerate this journey, your Company enhanced its iAURA platform with a modern interface, agentified Data Engineering Lifecycle, and an AI Data Mapper and Modeller grounded in a semantic layer. A new Enterprise Data Assessment capability builds knowledge graphs and enterprise data context, capturing business meaning, relationships, and domain knowledge, giving AI agents the memory to act with precision. A Cost of Intelligence capability brings governance, making AI spend measurable and accountable, giving enterprises the trusted foundations on which durable AI value is built.

• Customer Zero. Your Company is its own first customer, deploying its modular Agentic AI platform, AssistX, across its internal functions to compress incident-resolution times and automate large parts of its operations, moving from systems of record to systems of action. Every capability therefore reaches clients already proven in production, and the experience continually sharpens the Company’s offerings.

• Non-linear, platform-led economics. Platform-driven pricing is contributing a meaningful margin tailwind, as your Company progressively shifts its revenue mix towards non-linear engagements in which value is increasingly decoupled from headcount.

• Vertical depth. Representative engagements during the year included a large-scale shift from hardware-centric products to software-led platforms for a global industrial technology leader, the modernisation of a payments platform for one of the largest banks in the Nordics, the co-building of a fully digital underwriting platform for one of Australia’s largest life insurers, and the reimagining of a global Contract Research Organisation platform into a single, cloud-first architecture for a global life sciences leader.

Underpinning these engagements is your Company’s 3C Framework, Core, Context, and Coordination.

This architecture enables enterprises to move AI from fragmented pilots to integrated, enterprise-wide results.

Core provides the governed, cloud-agnostic foundation that secures, observes, and cost-controls every AI workload from day one.

Context supplies the enterprise intelligence, grounding agents in verified data, knowledge graphs, institutional memory, and domain semantics so that they speak the language of the business.

Coordination orchestrates auditable, multi-agent workflows across functions and systems of record, enabling people and agents to collaborate at production scale with full traceability. Each pillar reinforces the others, and together they turn isolated AI experiments into outcomes the business can trust and repeat — the foundation on which your Company is building durable, AI-led transformation for its clients.

Your Company continued to widen the ecosystem through which it builds the next generation of solutions. During the year, NVIDIA elevated your company to its Advanced Technology Partner program and partnered on a drug-discovery accelerator; AWS enhanced your company’s partnership status to Strategic Global Systems Integrator; Microsoft awarded the final designations needed to complete all six Solution Partner Designations; and ServiceNow elevated your company to Premier partner. Your Company also deepened its partnerships and innovations with Databricks and Snowflake, advanced model-development collaborations with Anthropic and OpenAI, and announced a new partnership with Lyzr AI for enterprise process modernisation. Your Company also deepened its collaboration with academia, co-developing the AI Value Compass with IIM Ahmedabad, a research-based framework for prioritising and scaling enterprise AI investments. This partnership is part of a broader commitment to co-innovate with leading institutions and help elevate the country’s AI talent landscape.

To enable and empower every team member of your Company across 21 countries, along this AI transformation journey, your Company convened AI Huddle in Pune for more than 1700 senior leaders and engineers and, through Persistent University and a company-wide AI fluency program, completed over 32,500 internal and 6,000 external AI certifications during the year.

Your Company’s momentum was widely recognised worldwide. It was named the fastest-growing IT services brand globally in the 2026 Brand Finance IT Services 25 Report, ranked among Asia-Pacific’s top 10 Professional Services Companies in the TIME 2026 list, and positioned as a Leader in both the Everest Group Software Product Engineering and Private Equity Services PEAK Matrix® Assessments 2026. It was named a Strong Performer in the Gartner Voice of the Customer for Public Cloud IT Transformation Services 2026, and its talent and people practices were honoured at the ET Human Capital Awards, the InfiniT Awards, and by the Confederation of Indian Industry.

Your Company’s commitment to responsible business deepened further. Its sustainability performance earned best-in-class ratings, including continued recognition in the Dow Jones Sustainability Indices and an S&P Global Corporate Sustainability Assessment score of 86. Your Company also continued to make progress on renewable energy across its owned campuses and to scale community and life-saving initiatives through the Persistent Foundation across India and the United States. Through it all, your Company holds to a human-centred view of this technology: AI does not replace people; it enables them to do far more, far faster, and judgment, creativity, and integrity will matter more, not less, in the years ahead.

Future Outlook

In FY 2025-26, your Company’s strategy moved from foundational frameworks to platform-led execution and into operating models that clients now adopt at scale. As it enters FY 2026-27, its priorities are clear: to deepen AI adoption, advance the Core, Context, and Coordination foundation, scale its largest client relationships, expand across geographies, and convert AI investment into measurable business outcomes, while progressively shifting its revenue mix towards non-linear, platform-led engagements. Built on thirty-six years of engineering depth, governed data, client trust, and execution discipline, your Company is positioned to capture a market opportunity larger than any it has faced before and remains firmly on track towards its aspiration of a US$ 2 billion revenue run-rate in FY 2026-27, continuing to do what it has always done best: turning the enterprise’s AI ambition into engineering execution that endures.

B. Financial Section

Financial Results

The highlights of the financial performance on a consolidated basis for the year ended March 31, 2026, are as under:

(Amount in USD Million except EPS and Book Value)

(Amount in INR Million except EPS, Book Value and Market Value per share)

(% Change (based on amounts in INR)

Particulars

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

1,654.34

1,390.65

147,484.49

119,387.17

23.53%

Earnings before interest, depreciation, amortisation and taxes

303.58

239.74

27,064.18

20,581.93

31.49%

Finance Cost*

8.15

7.82

726.82

671.29

8.27%

Depreciation and amortisation

45.20

35.75

4,029.50

3,069.10

31.29%

Other incomes

20.24

16.09

1,804.26

1,381.54

30.60%

Tax expenses

61.26

49.17

5,460.92

4,221.47

29.36%

Net profit

209.21

163.09

18,651.20

14,001.61

33.21%

Transfer to general reserve

-

-

Net worth#

826.28

738.57

78,306.27

63,125.46

24.05%

Earnings per share (EPS) (Basic)

1.35

1.07

119.74

91.22

Earnings per share (EPS) (Diluted)

1.34

1.06

118.87

90.24

Book value per equity share

5.24

4.74

496.39

405.46

Market value per equity share as on March 31

BSE Limited

-

4,868.20

5,206.15

-6.49%

National Stock Exchange of India Limited

-

4,877.20

5,290.55

-7.81%

[Conversion Rate USD 1 = INR 89.15 for Profit and Loss items; USD 1 = INR 94.77 for Balance Sheet items (FY 2025-26) and USD 1 = INR 85.85 for Profit and Loss items; USD 1 = INR 85.47 for Balance Sheet items (FY 2024-25).]

* Includes notional interest on lease liability FY 26: INR 330.35 Million (FY 25: INR 253.05 Million) recognised in accordance with Ind AS - 116 on Leases and notional interest on amounts due to selling shareholders INR 99.62 Million (Previous year: INR 15.27 Million).

# Equity Share Capital, Reserves and Surplus (excluding Capital reserve) and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

The highlights of the financial performance on a standalone basis for the year ended March 31, 2026, are as under:

(Amount in USD Million except EPS and Book Value)

(Amount in INR Million except EPS and Book Value)

% Change (based on amounts in INR)

Particulars

2025-26

2024-25

2025-26

2024-25

Revenue from Operations

1,618.39

1,366.11

144,279.59

117,280.21

23.02%

Earnings before interest, depreciation, amortisation, and taxes

266.67

188.14

23,774.51

16,151.79

47.19&

Finance Cost*

7.04

5.53

628.03

474.66

32.31%

Depreciation and amortisation

29.82

20.52

2,658.67

1,761.98

50.89%

Other income

18.75

18.39

1,671.22

1,579.05

5.84%

Tax expenses

65.18

48.81

5,810.38

4,190.38

38.66%

Net profit

183.38

131.67

16,348.65

11,303.82

44.63%

Transfer to general reserve

-

-

Net worth#

708.06

655.54

67,103.08

56,028.79

Earnings per share (EPS) (Basic)

1.18

0.86

104.96

73.65

Earnings per share (EPS) (Diluted)

1.17

0.85

104.20

72.85

Book value per equity share

4.49

4.19

425.38

359.50

18.32%

[Conversion Rate USD 1 = INR 89.15 for Profit and Loss items; USD 1 = INR 94.77 for Balance Sheet items

(FY 2025-26) and USD 1 = INR 85.85 for Profit and Loss items; USD 1 = INR 85.47 for Balance Sheet items (FY 2024-25).]

* Includes notional interest on lease liability FY 26: INR 290.78 Million (FY 25: INR 218.69 Million) recognised in accordance with Ind AS - 116 on Leases and notional interest on amounts due to selling shareholders INR 43.69 Million (Previous year: INR 1.38 Million).

# Equity Share Capital, Reserves and Surplus (excluding Capital reserve), and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

Material Events Occurring after Balance Sheet Date

1. The Hon’ble National Company Law Tribunal, Mumbai (the ‘Hon’ble NCLT’) sanctioned the Merger of M/s. Arrka Infosec Private Limited (Wholly Owned Subsidiary - Transferor Company) into Persistent Systems Limited (Holding Company -Transferee Company) by absorption through its order dated April 21, 2026. The Certified Copy of the said Order dated May 7, 2026, was received by the Company on May 11, 2026 followed by its submission to the Registrar of Companies, Pune on May 12, 2026, for updating their records.

2. Based on the recommendation of the Nomination and Remuneration Committee (‘NRC’), the Board of Directors of the Company, at its meeting held on June 8, 2026 proposed the following reappointment of the Non-Executive Independent Directors of the Company as mentioned below, who confirmed their eligibility, if reappointed. It is proposed to appoint the following Directors for a second term as their current terms will end before the next Annual General Meeting (AGM).

i. Ms. Avani Davda, Mumbai, India (DIN: 07504739) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years from December 28, 2026, to December 27, 2031

ii. Mr. Arvind Goel, Pune, India (DIN: 02300813) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years from June 7, 2027, to June 6, 2032

iii. Dr. Ambuj Goyal, New York, USA (DIN: 09631525) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term from June 7, 2027, to October 31, 2031, i.e., till the month in which the Director attains the age of 75 years

iv. Mr. Dan’l Lewin, California, USA (DIN: 09631526) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term from June 10, 2027, to April 30, 2029, i.e., till the month in which the Director attains the age of 75 years

The aforesaid reappointments of Directors are recommended to the Members as Special Businesses for their approval at the ensuing 36th Annual General Meeting. Further details regarding the Directors’ appointments are included in the 36th AGM Notice

3. The Board of Directors of the Company at its meeting held on June 8, 2026, approved the proposal for the Merger of M/s. MediaAgility India Private Limited (Wholly Owned Subsidiary) into Persistent Systems Limited (Holding Company), subject to the receipt of necessary approvals in accordance with the provisions of the Companies Act, 2013.

4. The Board of Directors of the Company at its meeting held on June 8, 2026, approved the transfer of 100% shareholding in Persistent Systems UK Limited (Wholly Owned Subsidiary) to Aepona Group Limited, Ireland (Wholly Owned Subsidiary), subject to the execution of the Share Purchase Agreement (SPA) and fulfillment of the allied procedural requirements.

5. The Company has made an application to the Companies Registration Office, Ireland on May 11, 2026, seeking approval for change of name of Aepona Group Limited to Persistent Systems Ireland Operations Limited. The proposed change

is in line with the Company’s branding and integration initiatives across its global operations. Approval for the same is awaited from the Companies Registration Office, Ireland.

There were no other material changes and commitments affecting the financial position of your Company between the end of the FY 2025-26 and the date of this Report.

Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Companies Act, 2013 (the ‘Act’), your Company has provided the Consolidated Financial Statements as of March 31, 2026. Your Directors believe that, for the Company, the consolidated financial statements present a more comprehensive picture as compared to the standalone financial statements. Detailed and additional financial statements that are not a part of this Report are available for inspection during business hours at the Registered Office of your Company and the offices of the respective subsidiary companies. A statement showing the financial highlights of the subsidiary companies is enclosed with the Consolidated Financial Statements.

The Annual Report of your Company does not contain the financial statements of the subsidiary companies; however, your Company will make available the audited annual accounts and related information of the subsidiary companies electronically in line with the Ministry of Corporate Affairs’ (‘MCA’) Circular dated May 5, 2020, and its extensions from time to time upon written request by any Member of your Company. The Standalone and Consolidated Financial Statements along with relevant documents and audited financial statements of the subsidiaries are available on the Company’s website at https://www.persistent.com/investors/financial-results-and-reports/financial-statement-of-subsidiary/

Consolidated Financial Statements

Consolidated Financial Statements of your Company and its subsidiaries as of March 31, 2026, are prepared in accordance with the Indian Accounting Standard (Ind AS) - 110 on ‘Consolidated Financial Statements’ notified by the Ministry of Corporate Affairs of India (MCA) and form part of this Annual Report.

Changes in the capital structure of your Company during the year

a. The Stakeholders’ Relationship and ESG Committee has inter-alia approved the allotment of 550,000 (Five Hundred and Fifty Thousand only) Equity Shares of INR 5 each at the allotment price of INR 316.30 per Equity Share to PSPL ESOP Management Trust on May 8, 2025.

b. The Stakeholders’ Relationship and ESG Committee has inter-alia approved the allotment of 1,350,000 (One Million Three Hundred and Fifty Thousand only) Equity Shares of INR 5 each at the allotment price of INR 5 per Equity Share to PSPL ESOP Management Trust on October 14, 2025.

Auditors

Statutory Auditors

The Members of your Company at the 35th Annual General Meeting (AGM) held on July 21, 2025, appointed M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 01248W / W-100022) as the Statutory Auditors of your Company to hold such office for a period of 5 (Five) years i.e., from FY 2025-26 to FY 2029-30.

Further, in terms of Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), M/s. B S R & Co. LLP, Statutory Auditors of your Company have confirmed that they hold a valid certificate issued by the ‘Peer Review Board’ of the Institute of Chartered Accountants of India (ICAI) and have provided a copy of the said certificate to your Company for reference and records.

The Auditors’ Report for the FY 2025-26 does not contain any qualifications, observations, reservations, or adverse remarks.

Secretarial Auditors

In terms of Regulation 24A of the Listing Regulations, the Members of your Company at the 35th Annual General Meeting (AGM) held on July 21, 2025, appointed M/s. SVD and Associates, Company Secretaries, Pune as the Secretarial Auditors of your Company to hold such office for a period of 5 (Five) years from FY 2025-26 to FY 2029-30.

M/s. SVD & Associates holds a valid Certificate of Peer Review (bearing No. 6357/2025) as issued by the Institute of Company Secretaries of India.

Accordingly, the Secretarial Auditors have given the report, which is annexed hereto as Annexure A. There are no qualifications, observations, reservations, or adverse remarks in the Secretarial Audit Report for FY 2025-26.

Reporting of Frauds by the Auditors

During the year under review, the Statutory Auditors have reported to the Audit Committee that under Section 143(12) of the Act, no instances of fraud were reported against your Company by its officers or employees, the details of which would need to be mentioned in the Board’s Report or directly to the Central Government under intimation to your Company.

Adequacy of the Internal Financial Controls

Your Board is responsible for establishing and maintaining adequate Internal Financial Controls as per Section 134 of the Act.

Your Board has established policies and processes with respect to Internal Financial Controls. Your Company’s Audit Team has ensure that such Internal Financial Controls were adequate and were operating effectively. The Internal Financial Controls cover the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business, including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit

The details of the internal audit team and its functions are given in the Management Discussion and Analysis Report forming part of this Annual Report.

Disclosure about the Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the business activities carried out by your Company.

Particulars of Loans and Guarantees Given and Investments Made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report (Refer notes 5, 6, 10, and 36 of the Standalone Financial Statements).

Transfer to Reserves

Your Company is not required to transfer any profit to the General Reserve during FY 2025-26. The balance in the Profit and Loss Account as of March 31, 2026, is INR 34,007.33 Million, and in the General Reserve is INR 31,669.15 Million.

Fixed Deposits

In terms of the provisions of Sections 73 and 74 of the Act read with the relevant Rules, your Company has not accepted any fixed deposits during the year under report.

Liquidity

Your Company maintains adequate liquidity to meet the necessary strategic and growth objectives. Your Company does so by balancing between earning adequate returns on liquid assets and the need to cover financial and business risks. As of March 31, 2026, your Company, on a standalone basis, had cash and cash equivalents (including investments) amounting to INR 23,006.87 Million as against INR 16,020.02 Million as of March 31, 2025.

The details of cash and cash equivalents (including investments) are as follows:

(In INR Million)

Particulars

Year ended on March 31

2026

2025

Investment in Mutual Funds at fair value

9,708.82

6,212.15

Fixed Deposits with scheduled banks

1,074.11

3,175.75

Bonds (quoted)

4,986.83

2,995.57

Cash and Bank balances

7,237.11

3,636.55

Total

23,006.87

16,020.02

The particulars of expenditure on Research and Development on an

accrual basis are as follows:

(In INR Million)

Particulars

Year ended on March 31

2026

2025

Capital expenditure

-

-

Revenue expenditure

249.55

210.62

Total research and development expenditure

249.55

210.62

As a percentage of total income

0.17%

0.18%

The particulars of foreign exchange earnings and outgo, based on actual inflows and outflows are as follows:

(In INR Million)

Particulars

Year ended on March 31

2026

2025

Earnings

92,342.69

59,854.22

Outgo

30,825.40

18,927.15

Update on Fixed Deposits with IL&FS

Your Company had deposits of INR 430 Million with Infrastructure Leasing & Financial Services Ltd. (IL&FS) and IL&FS Financial Services Ltd. (referred to as ‘IL&FS Group’) as on the balance sheet date. These were due for maturity between January 2019 and June 2019. In view of the uncertainty prevailing with respect to recovery of outstanding balances from the IL&FS Group, the Management has fully provided for these deposits along with interest accrued thereon till the date the deposits had become doubtful of recovery.

During the previous year, the Company received INR 21.12 Million from the IL&FS Group, and the Management is hopeful of the recovery of the balance amount with a time lag. The Company continues to monitor developments in the matter and is committed to taking necessary steps, including legal action to ensure full recovery of the said deposits.

Related Party Transactions

The Policy to determine the materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors, is available on your Company’s website at https://www.persistent.com/investors/ corporate-governance/related-party-transactions-policy/

During the year under report, your Company did not enter into any material transaction with any party that is related to it as per the Act. There were certain transactions entered into by your Company with its subsidiaries and other parties who are related within the meaning of the Indian Accounting Standards i.e., Ind AS - 24. The attention of Members is drawn to the disclosure of transactions with such related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of this Annual Report. The Board of Directors confirm that none of the transactions with any of the related parties were in conflict with your Company’s interests. The list of Related Party Transactions entered into by your Company for the Financial Year 2025-26 (on a consolidated basis) is available on https://www. persistent.com/investors/corporate-governance/related- party-transactions-policy/

The related party transactions are entered into based on considerations of various business requirements, such as synergy in operations, sectoral specialisation, and your Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity, and capital resources of subsidiaries.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business, and are intended to further your Company’s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Annexure B in Form No. AOC-2 and the same forms part of this report.

C. Board and its Committees

Board Meetings

The details pertaining to the composition, terms of reference, and other details of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2025-26 are given in the Report on Corporate Governance forming part of this Annual Report.

Directors and Key Managerial Personnel

During the year under report, the Members of your Company, in the 35th AGM held on July 21, 2025:

a. confirmed the appointment of Mr. Vinit Teredesai (DIN: 03293917), as an Executive Director, liable to retire by rotation, to hold office with effect from April 24, 2025, to September 30, 2028.

b. confirmed the appointment of Mr. Sandeep Kalra ((DIN: 02506494), as an Executive Director, liable to retire by rotation, to hold the office with effect from October 1, 2025, till September 30, 2028, subject to approval of the Central Government of India.

The reappointment of Mr. Sandeep Kalra as an Executive Director was approved by the shareholders at the Annual General Meeting held on July 21, 2025, subject to the approval of the Central Government. In view of his non-resident status, the Company obtained the requisite approval under the provisions of the Companies Act, 2013. The Central Government has subsequently accorded its approval in accordance with the requirements of Schedule V of the Act.

c. confirmed the re-appointment of Dr. Anand Deshpande as Managing Director (Executive Member), liable to retire by rotation, to hold office for a period of 5 (Five) years i.e., up to the conclusion of the 40th AGM of the Company to be held on or before September 30, 2030.

Retirement by Rotation

In terms of Section 152(6) of the Act and Article 137 of the Articles of Association of your Company, Dr. Anand Deshpande, India (DIN: 00005721), Chairman and Managing Director, is liable to retire by rotation at the ensuing AGM as he is the Non-Independent Director who is holding office for the longest period among the Non-Independent Directors on the current Board.

Dr. Deshpande has confirmed his eligibility and willingness to accept the office of Director of your Company if confirmed by the Members at the ensuing AGM.

The Board at its meeting held on June 8, 2026, discussed the same and approved the proposal of the Nomination and Remuneration Committee for the reappointment of Dr. Deshpande. In the opinion of your Directors, Dr. Deshpande has the requisite qualifications and experience, and therefore, your Directors recommend that the proposed resolution relating to the reappointment of Dr. Deshpande in the 36th AGM Notice be passed with the requisite majority.

Appointment of Directors since last AGM

During the year under report and to date, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of your Company made the following appointments:

1. Proposed reappointment of Ms. Avani Davda, Mumbai, India (DIN: 07504739), as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years from December 28, 2026, to December 27, 2031

2. Proposed reappointment of Mr. Arvind Goel, Pune, India (DIN: 02300813) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term of 5 (Five) consecutive years from June 7, 2027, to June 6, 2032

3. Proposed reappointment of Dr. Ambuj Goyal, USA (DIN: 09631525), as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term from June 7, 2027, to October 31, 2031, i.e., till the month in which the Director attains the age of 75 years

4. Proposed reappointment of Mr. Dan’l Lewin, USA (DIN: 09631526) as an Independent Director of the Company, not liable to retire by rotation, to hold office for a second term from June 10, 2027, to April 30, 2029, i.e., till the month in which the Director attains the age of 75 years

The NRC of the Board of Directors at its meeting held on June 8, 2026, recommended the reappointment of the aforesaid Independent Directors for the next term who will retire from the Board as their first term of 5 (Five) years will end soon.

The NRC evaluated the balance of skills, knowledge, and experience on the Board and recommended that Ms. Avani Davda (DIN: 07504739), Mr. Arvind Goel (DIN: 02300813), Dr. Ambuj Goyal (DIN: 09631525), and Mr. Dan’l Lewin (DIN: 09631526) shall be reappointed as Independent Directors for the terms as mentioned above at the ensuing AGM in order to ensure a seamless continuation and stability on the Board.

In the opinion of the NRC, all the aforesaid Independent Directors have the requisite qualifications and experience. Complete details and profiles of the Independent Directors will form part of the 36th AGM Notice.

As on the date of this Report, your Company has 7 (Seven) Non-Executive Members on the Board who are Independent Directors. Pursuant to Regulation 17(1)(b) of the Listing Regulations, every listed company where the Chairperson is an Executive Director shall have at least half of its total strength of the Board of Directors as Independent Directors. Your Company complies with this requirement.

Inter se relationship between the Directors:

Dr. Anand Deshpande, Chairman and Managing Director of the Company, along with Independent Directors

Dr. Ajit Ranade and Mr. Arvind Goel are Directors on the Board of the Mahratta Chamber of Commerce Industries and

Agriculture (MCCIA) which is a Chamber of Commerce in Pune, India.

In terms of the Listing Regulations, your Company conducts the Familiarisation Programme for Independent Directors about their roles, rights, and responsibilities in your Company, the nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same can be found at https://www.persistent.com/wp-content/uploads/2026/07/Familiarization-Programme-2025-26.pdf

Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company declared to the Board that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the Listing Regulations.

Further, they have included their names in the databank of Independent Directors, maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the FY 2025-26, 2 (Two) separate meetings of the Independent Directors were held on April 24, 2025 and July 22, 2025, in which the Independent Directors transacted the following businesses along with a few other important strategic and policy-related matters:

1. Reviewed the performance of the Executive Directors and Management of the Company

2. Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3. Discussed the strategic matters of the Company and the current state of the global IT industry

4. Discussed the business continuity plan in the organisation Committees of the Board

The details of the powers, functions, composition, and meetings of all the Committees of the Board held during the year under report are given in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the year under Report.

Nomination and Remuneration Committee

The details including the composition and terms of reference of the Nomination and Remuneration Committee (NRC) and the meetings thereof held during the Financial Year and the Remuneration Policy of your Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

Policy for the appointment of a new director on the Board

The Board of Directors decides the criteria for the appointment of a new director on the Board from time to time depending on the dates of retirement of existing Directors and the strategic needs of your Company. The criteria include expertise area, industry experience, professional background, association with other companies, and similar important parameters.

Once the criteria are determined, the Board directs the NRC to compile profiles of suitable candidates through networking, industry associations and business connections. The NRC considers these profiles on the decided parameters and shortlists the candidates.

For every new member to be added, at least three members of the NRC interact with the panel of candidates.

The panel consists of at least two to four potential candidates.

Efforts are made to ensure that the Board has adequate diversity across various parameters such as nationality, expertise and gender in terms of the Board Diversity Policy. The Board has decided that for every position of the Board, at least one female candidate will be part of the shortlisted panel of candidates for consideration.

The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on the Company’s website, at https://www.persistent.com/wp-content/uploads/2023/05/Board-Diversity-Policy.pdf

Once the NRC is convinced about a candidate’s competency, his / her business acumen, commitment towards his / her association with your Company, disclosure of his / her interest in other entities and his / her availability for your Company on various matters as and when they arise, it recommends the candidate to the Board of Directors for its further consideration. Generally, the Board accepts the recommendation by consensus.

The Policy for appointment of a new Director is also available on your Company’s website at https://www.persistent. com/wp-content/uploads/2022/05/Policy-for-appointment-of-a-new-director.pdf

The general terms and conditions of appointment of Independent Directors is available on the Company website at https://www.persistent.com/investors/corporate-governance/other-disclosures/terms-and-conditions-of-appointment-of-independent-directors/

Performance Evaluation of the Board, its Committees and Directors

Your Company conducts the annual performance evaluation of the Board, the Chairman, its various Committees, and the Directors, including the Independent Directors individually. The performance evaluation is done by an external management consultant who specialises in Board evaluations. The performance of the Board is evaluated by seeking inputs from all the directors and senior management of the Company. The evaluation criteria include aspects such as the Board composition, structure, effectiveness of board processes, information, and functioning, etc.

This year, the evaluation was conducted in March and April 2026 and the findings of the evaluation were presented at the meetings of the Nomination and Remuneration Committee and the Board of Directors held in April 2026. The Board reviewed the outcomes of the evaluation and noted that the Board and its Committees continued to function effectively with strong governance, strategic alignment and proactive oversight and that the Directors demonstrated a high level of engagement and preparedness during the Board Meetings. The Board also expressed satisfaction with the functions of the Board Committees and the recommendations it received from the various Committees were approved unanimously.

The details of the evaluation form part of the Report on Corporate Governance.

Employees’ Remuneration

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (‘KMP’) (as required under the Act) to the median of employees’ remuneration, and the details required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure C to the Report.

The statement containing particulars of all the employees employed throughout the year and in receipt of remuneration of INR 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of INR 8.5 lakh or more per month, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, pursuant to first proviso to Section 136 (1) of the Act, this report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining the said information may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

Employee Stock Option Plan

Your Company has implemented 13 (Thirteen) ESOP Schemes as of March 31, 2026. These Schemes are being implemented as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations’), and as of March 31, 2026, only 2 (Two) schemes viz. The Persistent Employee Stock Option Scheme 2014 and the Employee Stock Option Plan 2017 are active.

During the Financial Year 2025-26, the Company granted 74,150 options under PESOS 2014, and 292,700 options under ESOP 2017 to the eligible employees.

As required under the SEBI SBEB Regulations, the Secretarial Auditor’s certificate on the implementation of share-based schemes in accordance with these regulations will be made available at the AGM.

The disclosure pursuant to the SEBI SBEB Regulations is available on the website of the Company at https://www.persistent.com/wp-content/uploads/2026/07/esop-details-2026.pdf

Corporate Social Responsibility

Your Company is committed to making a difference to the community that we are all part of. Your Company treats the society and the environment among the stakeholders of your Company.

Your Company has engaged with various non-profit organisations and has voluntarily donated 1% profit of the Company for social causes since 1996 and 2% of the profit since 2013, in accordance with Section 135 of the Companies Act, 2013.

To institutionalise and to further your Company’s CSR commitment, your Company formed a Public Charitable Trust -‘Persistent Foundation’ in the Financial Year 2008-09 and a Section 8 Company - Persistent India Foundation in the Financial Year 2024-25 (together referred to as ‘Foundations’). When the CSR provisions were first introduced in the Companies Act 2013, your Directors decided to formally request Persistent Foundation’s help to fulfil the Company’s CSR obligations.

Your Company acknowledges the contribution made by the Foundations in coordinating and ensuring that the CSR donations made by your Company are being effectively deployed as proposed and have an impact on society. Volunteering by employees of the Company is an important part of the Foundation’s mission. Your Company believes that employee engagement in community initiatives enhances their sense of fulfilment, which positively contributes to improved productivity.

The Foundations’ main focus areas are Health, Education, Community Development, and Wildlife and Heritage Conservation.

During the year under Report, the Foundations continued to create excitement among employees to participate in socially relevant causes. With the cooperation of the employees of your Company, the Foundations have set up several well-defined programmes and activities for the promotion of Health, Education, Community Development, and Wildlife and Heritage Conservation. These activities are carried out through projects undertaken by the Foundations with the support of the employees and through the Government authorities, reputed social organisations, and institutions.

The total CSR contribution for FY 2024-25 was of INR 217.78 Million, which was in excess of 2% of the profits calculated as per the Act. During the year, your Company spent on various CSR initiatives through the Foundations. During the Financial Year 2025-26, INR 237.71 Million was spent on CSR activities which was 2% of the profits as per the Act.

A detailed Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2025-26 is annexed hereto as Annexure D, which forms part of this Report.

CSR Committee and CSR Policy

The Board of Directors of your Company has constituted a CSR Committee to help your Company frame, monitor, and execute the Company’s CSR activities under its CSR scope. The Committee defines the parameters and observes them for effective discharge of your Company’s social responsibility.

The Board of Directors of your Company has further approved the CSR Policy of your Company to provide a guideline for the Company’s CSR activities.

The CSR Policy is uploaded on your Company’s website at https://www.persistent.com/investors/csr-at-persistent/

Your Company’s CSR Policy highlights that the need for contributing to the society is extensive and your Company can make a significant impact by staying focused on a few areas through its social initiatives. The constitution of the CSR Committee is provided in the Report on Corporate Governance section forming part of this Annual Report.

Stakeholders’ Relationship and ESG Committee

The Stakeholders’ Relationship Committee was constituted on October 4, 2007.

Your Company believes that in today’s day and age, the definition of stakeholders must be extended beyond the narrow definition of shareholders. Accordingly, your Company has decided to adopt a broader definition of stakeholders to explicitly include society, customers, partners, our employees, the Members, vendors and even the environment.

Your Company also aims to provide more focused and detailed efforts towards Environment, Social, and Governance (ESG) implementation. Considering the same, the Board, at its meeting held in January 2022, decided to assign the Stakeholders Relationship Committee the additional responsibility of overseeing the ESG monitoring-related work at the Company. Accordingly, the name of the Committee was amended to ‘Stakeholders’ Relationship and ESG Committee’.

A separate section on ESG at Persistent can be accessed at Environmental, Social and Governance Report I Persistent Systems and the ESG Report for FY 2025-26 can be accessed at https://www.persistent.com/wp-content/ uploads/2026/07/esg-sustainability-report-2026.pdf

ESG at Persistent

At Persistent Systems, Environmental, Social, and Governance (ESG) considerations are embedded in the Company’s approach to sustainable and responsible value creation. ESG is integrated into company’s core business practices through a structured governance framework that ensures accountability, risk oversight, and alignment with strategic priorities and stakeholder expectations.

ESG Governance Framework

The ESG governance model is built on a multi-tiered structure comprising Board oversight, executive accountability, and a cross-functional ESG Council. This enables effective integration of ESG considerations across business functions and supports continuous progress against defined objectives.

Stakeholders’ Relationship and ESG Committee: The Stakeholders’ Relationship and ESG Committee at the Board level assists the Board in overseeing ESG implementation and performance. The Committee convenes biannually to review progress against ESG priorities, including climate-related risks and emerging focus areas.

Executive Ownership: Responsibility for execution rests with the leadership team:

• The Chief Financial Officer (CFO) and Head - ESG are accountable for driving ESG strategy implementation, including target setting and resource allocation.

• The Head - ESG works in close coordination with senior management across functions to embed ESG principles into business operations and decision-making processes.

ESG Vision Statement

• Reduce GHG emissions using technology solutions

• Nurture diverse talent and foster local communities

• Create value for stakeholder by integrating ESG with our business Embedding ESG into our Business

As part of our ongoing ESG journey, we aim to leverage engineering excellence and digital capabilities to address global challenges, contribute to a low-carbon future, and support the well-being of our employees, clients, partners, and communities. We recognise that sustainability is a continuous and evolving process, and we remain focused on making consistent, measurable progress towards our ESG ambitions while upholding the highest standards of governance and accountability.

Since 2022, the Company has been a signatory to the United Nations Global Compact (UNGC) and aligns its practices with the Ten Principles covering human rights, labour, environment, and anti-corruption. These principles are embedded across the Company’s culture and day-to-day operations.

The Company’s ESG approach is anchored in a structured framework comprising four key pillars:

• Environmental Sustainability: Leveraging technology solutions and operational efficiencies to reduce greenhouse gas emissions and environmental impact

• Diversity and Inclusion: Fostering an inclusive workplace and enabling diverse talent to thrive

• Social Responsibility: Creating meaningful and sustained impact in the communities in which the Company operates

• Corporate Governance: Upholding strong governance practices to ensure ethical conduct, transparency, and long-term stakeholder value creation

The Company recognises climate change as a critical global challenge and remains committed to minimising the environmental footprint of its operations while collaborating with stakeholders to drive sustainable outcomes. Key focus areas include:

• Reduction of greenhouse gas emissions and transition to renewable energy

• Improvement in energy and water efficiency, including resource optimisation and recycling

• Implementation of sustainable waste management practices Climate Action and Targets

Aligned with global sustainability priorities and the Sustainable Development Goals (SDGs), the Company has established the following climate commitments:

• Maintain carbon neutrality across Scope 1 and Scope 2 emissions annually

• To source 100% of electricity from renewable energy for all owned facilities by FY 2025-26

• Reduce absolute scope 1 and 2, 3 emissions by 54.6% by FY 2033-34 from FY 2023-24 base year (as per SBTi approved targets)

Net-Zero Commitment (1.5°C Pathway)

The Company is committed to achieving net-zero greenhouse gas emissions by 2050, in line with the Science Based Targets initiative (SBTi) and the global objective of limiting temperature rise to 1.5°C. This commitment underpins its long-term decarbonisation strategy and aligns with global best practices.

The Company continues to embed sustainability in its strategy by adopting energy-efficiency measures and clean technologies, strengthening resource stewardship, and building climate resilience.

Energy Efficiency and Resource Management

The Company promotes responsible energy consumption across its operations and value chain. Key initiatives include the deployment of energy-efficient technologies, retrofitting of infrastructure, and continuous monitoring of resource use. During FY 2025-26, your Company invested INR 388.10 Million in energy optimisation initiatives. Details of energy conservation and technology absorption initiatives are provided in Annexure E, forming an integral part of this report.

For more details, please refer to the ESG Report for FY 2025-26 ESG Ratings

• Constituent of the Dow Jones Best-in-Class World Index, with a 2025 S&P Global CSA score of 86/100 and inclusion in the top 10% of the S&P Global Sustainability Yearbook.

• NSE ESG Rating 79

• SES ESG Score 81.7

• CDP Climate Change rating improved from ‘B’ to ‘A’, placing your Company in the top 4% of the companies assessed by CDP

Awards and Accolades

In FY 2025-26, your Company received several accolades. For more information, please refer to the ESG Report.

A few of these recognitions are listed below:

• Recognised among BW Businessworld’s India’s Most Sustainable Companies (IMSC) 2024-25, ranking 3rd overall and 2nd in the Information Technology and Digital Services sector

• Honoured with the ‘Climate Action’ Award in the Service Industry category by the Bangalore Chamber of Industry and Commerce (BCIC)

• Awarded an ESG Recognition from DNV, confirming the company’s use of certified management systems to support its ESG commitments

• Recognised as one of America’s Greatest Workplaces in Tech 2025 by Newsweek and Plant A Insights Group Key Initiatives undertaken for Energy Conservation and Technology Absorption

Your Company is committed to its efforts to conserve energy and absorb technology in its daily operations. The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Annexure E which forms part of this Report.

Institutional Holding

As on March 31, 2026, the total institutional holding in your Company stood at 52.59% of the total paid-up share capital.

Dividend for the Financial Year 2025-26

The details of the Dividend for the Financial Years 2025-26 and 2024-25 are as follows:

Financial Year 2025-26

Financial Year 2024-25

Type of Dividend

Interim

Final*

Interim

Final

Month of declaration / recommendation

Jan-26

Apr-26

Jan-25

Apr-25

Date of Payment

February 5, 2026

To be scheduled upon Members Approval, if any

February 10, 2025

July 29, 2025

Amount of Dividend (In INR)

22 per Equity Share of INR 5 each

18 per Equity Share of INR 5 each

20 per Equity Share of iNr 5 each

15 per Equity Share of INR 5 each

% of Dividend

440%

360%

400%

300%

Total Dividend (In INR Million)

3,470.50

2,839.50

3,117.00

2,337.75

Total Dividend Outflow for the year (In INR Million)

6,310.00

5,454.75

The payment of the Final Dividend of INR 18 per Equity Share of INR 5 each is subject to the approval of the Members during the 36th AGM of your Company. If approved in the AGM, the Dividend will be paid out of the profits of your Company.

Out of the interim dividend declared in January 2026, INR 1.74 Million remained unclaimed by ~1,550 shareholders as of March 31, 2026.

The total unpaid dividend as on March 31, 2026, for the last 7 (Seven) years is INR 4.54 Million which is 0.02% of the total declared dividend over these 7 (Seven) years.

Your Company is taking due efforts to encourage all Members to complete their KYC in accordance with various circulars issued by the Statutory Authorities.

Your Company has a Dividend Distribution Policy and the same has been uploaded on the website at https://www.persistent.com/wp-content/uploads/2016/09/Dividend-Distribution-Policy.pdf. As per the policy, the dividend payout ratio shall be maintained up to 40% of the Consolidated Profit After Tax.

Pursuant to the Finance Act, 2020 (the ‘Act’ for this section), dividend income is taxable in the hands of Members, and the Members are requested to refer to the Finance Act, 2020 and amendments thereof.

As per the Act, your Company is expected to deposit 10% of the dividend to the Income Tax Department as TDS on your behalf. Your Company has appointed M/s. MUFG Intime India Private Limited (formerly known as Link Intime India Private Limited) (‘MUFG Intime’) to manage the share and dividend management process. They have created a facility for online submission of Tax Exemption forms where the Members can submit their tax-exemption forms along with other required documents.

The requisite form for claiming tax exemption can be downloaded from MUFG Intime’s website. The URL for the same is as below: https://web.in.mpms.mufg.com/client-downloads.html e On this page, select the General tab. All the forms are available under the head “Form 121 / Form 41”.

Kindly note that Form 121 is a newly introduced Form by the Income Tax Department replacing the earlier Forms 15G and 15H. Now, both types of taxpayers, i.e., those below the age of 60 and those aged 60 and above, will use Form No. 121 to submit a declaration to avoid relevant income from being subjected to TDS.

Further, please note that Form 41 is required to be filed by non-resident taxpayers. This form is also a newly introduced form and has replaced earlier Form 10F. It must be filed when a non-resident wants to claim relief under a Double Taxation Avoidance Agreement (DTAA) as provided in Section 159 of the Income Tax Act, 1961 as amended from time to time.

The aforementioned forms (duly completed and signed) are required to be uploaded on the following URL: https://web.in.mpms.mufg.com/formsreg/submission-of-Form-121-41.html. On this page, the user shall be prompted to select/share the following information to register their request.

1. Select the company (Dropdown)

2. Folio/DP-Client ID

3. PAN

4. Financial year (Dropdown)

5. Form selection

a. Document attachment - (PAN)

b. Document attachment - 121 / Form 41

c. Document attachment - (Any other supporting document)

Please note that the documents (duly completed and signed) should be uploaded on the MUFG Intime website to enable the Company to determine and deduct appropriate TDS / Withholding Tax. Incomplete and / or unsigned forms and declarations will not be considered by the Company.

The Members may note that in case the tax on said interim / final dividend is deducted at a higher rate in absence of receipt of the aforementioned details / documents, the option is available to the Members to file the return of income as per the Income Tax Act, 1961, and claim an appropriate refund, if eligible.

Transfer of Unclaimed Dividend and Corresponding Shares to the Investor Education and Protection Fund (IEPF) Authority

During the year under Report, your Company transferred the unclaimed and unpaid dividend of INR 70,641 relating to the Final Dividend 2017-18 and an amount of INR 152,104 relating to the Interim Dividend 2018-19 to the IEPF Authority. Further, 585 corresponding Equity Shares on which the dividend was unclaimed for seven consecutive years have been transferred as per the requirement of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’).

The Company took all due efforts to contact the Members having unclaimed / unpaid dividends through emails and letters dispatched to registered addresses to enable them to claim the dividends which were liable to be transferred to the IEPF.

Members are requested to update their Bank Account details, e-mail IDs, mobile numbers, and KYC details with their Depository Participants, to receive all the future communications and dividend, if any, declared by the Company, in electronic form.

The details of unclaimed dividend and details of dividend / shares transferred to IEPF Authority are also available on the website: https://www.persistent.com/investors/unclaimed-dividend/

‘Saksham Niveshak’ Campaign initiated by the Investor Education and Protection Fund Authority (IEPFA)

IEPFA, under the Ministry of Corporate Affairs (MCA), launched the 100 Day Campaign titled ‘Saksham Niveshak’ vide circular dated July 16, 2025, and the campaign was conducted during the period July 28, 2025 to November 6, 2025. The objective of the campaign was to assist shareholders in claiming their unpaid or unclaimed dividends and updating KYC details in order to prevent transfer of such dividends and corresponding shares to the Investor Education and Protection Fund (IEPF).

In line with the lEPFA’s directives and as part of its continued focus on proactive shareholder engagement, your Company implemented the First 100 Day ‘Saksham Niveshak’ Campaign covering shareholders with unpaid or unclaimed dividends from FY 2017-18 to FY 2024-25. The Company issued formal communications and a public notice to apprise shareholders of the campaign and encouraged timely updating of KYC details to facilitate dividend claims. Relevant campaign information and notices were made available on the Company’s website to ensure ease of access. Further, the Company worked closely with its Registrar and Share Transfer Agent to support shareholders in resolving queries and updating records, with the objective of enabling seamless dividend credit and minimising transfers to the IEPF.

IEPFA, Ministry of Corporate Affairs, Government of India, vide its communication dated March 27, 2026, has initiated the second 100 Day Campaign for the period from April 1, 2026, to July 9, 2026. The campaign is aimed at creating awareness among current and former Members regarding the importance of updating KYC details and enabling them to claim unpaid or unclaimed dividend amounts before such amounts and the corresponding shares are transferred to the IEPF in accordance with the provisions of the Companies Act, 2013 and the IEPF Rules. In alignment with the objectives of the IEPFA, your Company is extending its full support to this initiative by encouraging Members to complete the requisite KYC formalities with the Registrar and Share Transfer Agent/Depository Participants and claim their rightful dividend amounts within the stipulated timeline.

The Board has appointed Mr. Amit Atre, Company Secretary, as the Nodal Officer under this campaign to ensure compliance with the IEPF rules. His coordinates form part of the Report on Corporate Governance in this Annual Report.

F. Other Disclosures

Corporate Governance

A separate Report on Corporate Governance with a detailed compliance report as stipulated under the Listing Regulations and any other applicable law for the time being in force form an integral part of this Report.

Compliance Certificate from the Practicing Company Secretary regarding the compliance of conditions of Corporate Governance as stipulated in the Listing Regulations forms an integral part of this Annual Report.

Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable laws for the time being in force based on audited Consolidated Financial Statements for the FY 2025-26 forms an integral part of this Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report (BRSR) as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social, and governance perspective form an integral part of this Annual Report and is available at https://www.persistent.com/wp-content/uploads/2026/07/business-responsibility-and-sustainability-report-2026. pdf

Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented at your Company for the FY 2025-26 forms an integral part of this Annual Report.

Vigil Mechanism (Whistleblower Policy)

The details of the vigil mechanism Whistleblower Policy are given in the report on Corporate Governance forming part of this Annual Report. Your Company has uploaded the policy on its website at Whistle Blower Policy I Persistent Systems.

Whistleblower Helpline

Your Company expects its employees and other associates to raise concerns if they have any reason to believe that any employee, or any other stakeholder may have engaged in misconduct, which includes violations or potential violations of law, regulation, rule, or breaches of your Company’s policy, standards, procedure, or the Code of Conduct for Directors and Employees.

Your Company has established 24x7 toll-free numbers for their employees and other associates in India and rest of the world to report their concerns. The callers can record their complaints which are received directly by the Whistleblower Administrator who is the Head of the Ethics Committee. This being an automated system safeguards the caller’s identity and anonymity is maintained.

The complaints can be registered by sending an email to the Whistle Blower Administrator on the following E-mail ID: whistleblower@persistent.com or by calling the Toll-free Whistleblower Helpline Numbers (India: 18002100165; USA: 18336058476)

Your Company prohibits retaliatory actions against anyone who raises concerns or questions in good faith, or who participates in a subsequent investigation of such concerns.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has an Anti-Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ‘Act’ for this section). All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Your Company has gone beyond the intention of the law and has made this policy applicable for all the employees unlike the contents of the law. Your Company follows this practice as a part of equal employment opportunity including the gender equality.

Your Company has constituted the Internal Complaints Committees (IC) across all Company locations in India and abroad to consider and resolve all sexual harassment complaints reported to this Committee. The constitution of the IC is as per the Act and the Committee includes an external member with relevant experience at Indian locations. The Ethics Committee at the global locations acts in the capacity of the Internal Complaints Committee where the local laws do not enforce the constitution of such a committee.

During the year under report, your Company received 3 (Three) complaints of sexual harassment under the Act. Further, as of March 31, 2026, there was 1 (One) pending complaint of sexual harassment in your Company.

The 1 (One) pending complaint has been resolved in accordance with the prescribed timelines and as on the date of this Report.

Disclosure under the Maternity Benefit Act, 1961

Your Company is compliant with the statutory provisions of the Maternity Benefit Act, 1961.

Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has issued the Secretarial Standards.

Your Company complies with Secretarial Standards and guidelines issued by the ICSI to the extent applicable to the Company.

Other Certifications

The details about the other ISO and Partnership certifications for technical processes and systems are provided in the Corporate Governance Report and form an integral part of this Report.

Information Security

Your Company maintains a mature Information Security Management System with policies, processes and controls to minimise the cybersecurity risks. The governance and management of security compliance and risk is reviewed periodically. Your Company’s development centres are certified under ISO 27001, ISO 27017, ISO 27018, ISO 27701, ISO 22301, ISO 42001 and SOC 2 Type II.

Your Company is focused on cyber resilience and provides all the necessary budgets needed to build robust cyber resilience. Your Company’s Global IT and Information Security team has taken a holistic and comprehensive approach, including customer-specific security requirements where applicable, to secure the employees’ laptops, the corporate network, and confidential data, including Personal data, against inadvertent and malicious attacks. Your Company’s cloud first strategy is enabled by cloud security measures spanning access management, cloud data security, ensuring privacy in the cloud privacy, safeguarding cloud workloads, and effective cloud monitoring and incident management of the cloud aligned to business-relevant outcomes. Throughout the year, your Company has made substantial efforts to enhance security & data privacy awareness and training across the Organisation. Cloud security, Privileged Access Management, Data Loss Prevention, and Supplier Security & Privacy management were prioritised to protect company infrastructure, safeguard data and maintain the integrity and confidentiality throughout the supply chain and improve the overall security posture of your Company.

Specific steps include allocation of secure laptops to every employee, installation of disk encryption, next-generation antivirus solution, enhanced data leakage prevention solutions, implementation of Multi-Factor Authentication, secure and governed internet access, and Zero Trust Model to ensure cyber resiliency. The emailing solution is equipped with advance anti-phishing functionality ensuring a secure channel of communication through email.

Your Company has implemented a robust disaster recovery process with a well-articulated cyber resilience playbook. The periodic disaster recovery drills ensure availability of the critical services and the ability to recover business operations as per the defined process. Your Company has a steadfast focus on spreading information security and data privacy awareness through mandatory awareness trainings at joining followed by periodic refresher sessions and usage of enterprise-wide communication and collaboration platforms to keep users updated on evolving cybersecurity and privacy risks. The training effectiveness is validated through periodic phishing simulations.

Your Company believes that security and compliance with applicable data protection laws are ongoing activities, and as your Company evolves and expands its businesses, all stakeholders can rest assured that your Company will continue to improve its security and data privacy posture to ensure continuous compliance.

Subsidiary Companies, Associate Companies and Joint Ventures

During the year under review, the Company undertook business transfers, mergers, and intra-group restructuring to simpliFY its corporate structure, enhance operational efficiency, and align entity ownership with its global business strategy. These initiatives enabled better integration of operations, improved resource utilisation, and strengthened governance oversight, thereby supporting a more streamlined and scalable structure for long-term growth and value creation.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at https://www.persistent.com/investors/

The Policy for determining material subsidiaries of your Company is available on your Company’s website at https://www.persistent.com/investors/policy-on-material-subsidiary/. According to the said Policy,

Persistent Systems Inc., USA is the material subsidiary of your Company.

Mergers and Acquisitions (M&A)

Your Company follows a focused M&A approach aimed at acquiring differentiated capability and expanding its presence across key industry verticals and geographies. Scaling up of the Company’s footprint in Europe remains a key strategic objective, and the Management is actively seeking scaled assets in this geography to accelerate growth. In addition to this, the Management is actively seeking to acquire companies with strong, differentiated AI capabilities across cloud, data, security, and other high impact digital engineering domains.

During the year ended March 31, 2026, the Company continued to evaluate and pursue inorganic opportunities aligned with these priorities. The focus remained on acquisitions that balance the need for geographical revenue diversification, strong cultural alignment, high-quality engineering talent, and the potential to accelerate our Al-led services approach. With a robust pipeline of opportunities, your Company remains committed to acquisitions that strengthen its strategic positioning and enhance long-term shareholder value.

Infrastructure

Your Company has adopted the hybrid working model. During the FY 2025-26, the total built-up capacity owned by your Company in India and abroad was 139,580 m2 which is adequate for 15,000 employees.

The details of owned facilities of yo

ur Company are as follows:

Location

Year of ^mpSb / Total Built-up Area (m2)

Total Seating Capacity (Nos)

Pune

1. Bhageerath

2002

11,331

568

2. Aryabhata-Pingala

2007

33,300

2,751

3. Vedas Complex, Hinjawadi

2012

45,825

3,269

4. Ramanujan, Hinjawadi

2023

14,021

1,150

Goa

Charak and Bhaskar

1997 and 2017, respectively

7,042

724

Nagpur

1. IT Tower

2003

1,911

155

2. Gargi and Maitreyi

2011

19,825

1,187

Grenoble, France

2000

929

50

Total

134,184

9,854

Along with your Company’s owned premises, your Company also operates from leased and managed facilities in Australia, Canada, Costa Rica, France, Germany, India, Malaysia, Mexico, Poland, Sri Lanka, Switzerland, UK and USA in an area of 61,282 m2 adequate for 5,400 employees.

Annual Return

In accordance with the Act, the annual return in the prescribed format (MGT-7) for the FY 2025-26 is available at https://www.persistent.com/wp-content/uploads/2026/06/annual-return-2026.pdf

Other Matters

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under Report:

1. Dr. Anand Deshpande, Chairman and Managing Director and Mr. Vinit Teredesai, Executive Director and Chief Financial Officer of your Company did not receive any remuneration or commission from any of the subsidiaries.

2. Mr. Sandeep Kalra, Executive Director and Chief Executive Officer received remuneration from Persistent Systems Inc., USA in addition to remuneration received from your Company. The total remuneration is disclosed in the report on Corporate Governance forming part of the Annual Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals impacting your Company’s going concern status and operations in the future.

4. There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of FY 2025-26, nor has the Company done any one-time settlement with any bank or financial institution in India or abroad.

Awards and Recognitions during the FY 2025-26

Your Company received several prestigious awards and recognitions in various categories, such as (1) Technology,

(2) Corporate, and (3) People. Brief details of these awards are uploaded on the Company’s website at Awards and Recognitions I Persistent Systems. Highlights of these are also available in the ‘Corporate Information’ section of this Annual Report.

Directors’ Responsibility Statement Your Directors state that:

1. In preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure;

2. Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as of March 31, 2026, and of the profit of your Company for that year;

3. Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, if any;

4. The annual accounts have been prepared on a going concern basis;

5. Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

6. Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Future Outlook

In FY 2025-26, your Company’s strategy moved from foundational frameworks to platform-led execution, and into operating models that clients now adopt at scale. As it enters FY 2026-27, its priorities are clear: to deepen AI adoption, advance the Core, Context, and Coordination foundation, scale its largest client relationships, expand across geographies, and convert AI investment into measurable business outcomes, while progressively shifting its revenue mix towards non-linear, platform-led engagements. Built on 36 years of engineering depth, governed data, client trust, and execution discipline, your Company is positioned to capture a market opportunity larger than any it has faced before and remains firmly on track towards its aspiration of a US$ 2 billion revenue run-rate in FY 2026-27, continuing to do what it has always done best: turning the enterprise’s AI ambition into engineering execution that endures.

Acknowledgments and Appreciation

Your Board places on record the support and wise counsel received from the Government of India, particularly the Department of Electronics and Information Technology, the Ministry of Corporate Affairs, the Ministry of Finance, the Ministry of Commerce and Industry, the Reserve Bank of India and the Securities and Exchange Board of India throughout the financial year.

Your Board extends its sincere thanks to the officers and staff of the Software Technology Parks of India - Pune, Nagpur, Goa, Mumbai, Ahmedabad, Vadodara, Indore, Bengaluru, Noida, Gurugram, Hyderabad, Jaipur, Chennai, Kolkata, Kochi, Special Economic Zone - Telangana, SEEPZ Special Economic Zone - Mumbai, Cochin Special Economic Zone, Central Tax and Customs Department, Department of Revenue, Income Tax Department,

Department of Electronics, Director General of Foreign Trade, Ministry of Industries, Government of Maharashtra, Director of Industries, Inspector General of Registration, Maharashtra Pollution Control Board, Goa Pollution Control Board, Central Pollution Control Board, Department of Shops and Establishments, Department of Telecommunication, Ministry of Commerce and Industries, Ministry Of Electronics and Information Technology, Department of Commerce (SEZ Section), Regional Director of Western Region, Registrar of Companies, Maharashtra, Pune, Goods and Service Tax Department, Infotech Corporation of Goa Limited, Goa Industrial Development Corporation, Madhya Pradesh State Electronics Development Corporation Ltd., National Stock Exchange of India Limited, BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited, Local Municipal Corporations and Gram Panchayats where Company operates, Maharashtra State Electricity Distribution Company Limited.

Your Board also extends its sincere thanks to M/s. B S R & Co. LLP, Chartered Accountants, Statutory Auditors;

M/s. Joshi Apte & Co., Chartered Accountants, Tax Auditors; M/s. SVD & Associates, Company Secretaries, Secretarial Auditors; Trustees of Persistent Foundation; Directors of Persistent India Foundation; several wings of EY LLP for their varied services; M/s. MUFG Intime Private Limited (erstwhile Link Intime India Private Limited), Registrar and Share Transfer Agents, and M/s. PricewaterhouseCoopers Services LLP, ESG Consultants; for their services to your Company.

Your Board also extends its thanks to Axis Bank, Banco Nacional - Costa Rica, Banco Nacionalde Mexico S. A., Bank of Baroda, Bank of India, Bank of Tokyo-Mitsubishi, Barclays Bank, BNP Paribas, Canara Bank, Citibank NA, Deutsche Bank, First National Bank, HDFC Bank, Hongkong and Shanghai Banking Corporation, Silicon Valley Bank, Union Bank of India, Wells Fargo Bank, Zurcher Kantonal Bank, DBS Bank, State Bank of India, ICICI Bank Limited, Saraswat Co-operative Bank, Kotak Mahindra Bank, OCBC Bank, PNC Bank and their officials for extending excellent support in all banking-related activities.

Your Board places on record its deep sense of appreciation for the committed services of all the employees and partners of your Company at all levels.

Your Board thanks Members for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels of your Company. The consistent growth was made possible by their hard work, solidarity, cooperation, and support.