Persistent Systems (PERSISTENT) investor relations material

Deal rationale and strategic fit

• The merger creates a $2.9B+ AI-led digital engineering powerhouse with 46,000+ employees in 40+ countries, accelerating growth and expanding vertical depth, especially in Europe and North America.

• The combination diversifies revenue across the US and Europe, strengthens AI, ERP, CX, and cloud capabilities, and positions the group to serve multi-region enterprise clients.

• Both companies share a strong engineering-first, entrepreneurial culture and complementary strengths, easing integration.

• The combined entity will be the second-largest digital engineering player globally and seventh largest India-listed tech services firm.

• The partnership is expected to deliver significant value to customers, employees, and shareholders.

Financial terms and conditions

• Persistent will acquire 100% of Nagarro at an enterprise value of €1.27B (~USD 2.9B), offering €81 per share in cash, a 140% premium to the undisturbed closing price and 94% to the 3-month VWAP.

• The transaction values Nagarro at 1.27x revenue and 9.12x EBITDA (CY25/TTM Mar-26), with multiples dropping to 7.73x on CY26 guidance.

• The deal is fully funded by a €1.4B committed bridge facility from Barclays at EURIBOR + 175-250bps.

• Leverage is expected at 1.9x-2.5x net debt/EBITDA, reducing to 1x by FY2030.

• Minimum acceptance threshold for the open offer is 50% plus one share.

Synergies and expected cost savings

• Revenue and cost synergies will be detailed post-regulatory approvals.

• Management expects to maintain or improve margins, reinvesting cost synergies into growth initiatives.

• Significant cross-selling opportunities exist due to complementary verticals and minimal customer overlap.

• The merger expands the addressable market to over $1.4 trillion and accelerates AI-led transformation.

• Clients benefit from end-to-end AI-led engineering platforms and global delivery infrastructure.