Persistent Systems Ltd

Your Directors are pleased to present the Thirty-fifth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2025.

Persistent is Re(AI)magining the World with market-leading solutions and innovations. Powered by your Company's commitment to collaborate with clients for growth, your Company has concluded another successful year with $1.4 Billion in annual revenue, positioning Persistent as the AI ecosystem partner of choice across geographies and industries. As your Company celebrates its 35th year, we extend our sincere thanks to its employees, clients, partners, and shareowners for their continued trust and confidence in our ability to create significant value and achieve mutual success.

Despite challenging macroeconomic conditions, your Company continued to make remarkable strides and build on the unique heritage in product engineering and AI. This year, your Company achieved $1,409 Billion in revenue, an 18.8% year-on-year growth in US$ terms. This marks 20 quarters of sequential growth, outpacing the performance of other major service providers in India. The EBIT margin for FY25 came in at 14.7%, compared to 14.4% for FY24, and the profit after tax for the full year came in at 11.7%. Your Company announced a final dividend of INR 15 per share, marking our 15 years since its listing on the National Stock Exchange of India Limited and BSE Limited. This translates into a total dividend of INR 35 per share for FY25, which marks 35 years since the Company began this incredible journey. In addition, your Company's compound annual growth rate (CAGR) is 17.4% since ts Inital Public Offering (IPO) in April 2010, and 25.6% over the last four years (FY21-FY25), outperforming the majority of your Company's peers.

Your Company's global team has expanded to more than 24,500+ employees across 19 countries.

Your Company continues to transform its operations with new AI solutions and innovations, which provide high degrees of agility and resiliency to respond to changing market dynamics. Your Company is persistently Re(AI)magining with its clients and partners, helping them in their transformation journey.

Despite the Company's ongoing achievements, it continuously propels itself to search for new innovations as a way to remain differentiated and competitive in the market. With the proliferation of AI, clients continue to rely on your Company as their trusted AI partner, with a commitment to developing solutions that unlock value, drive growth, and instil operational resiliency. Your Company's AI strategy is proceeding with clients on several fronts, with a particular focus on sub-verticals within its primary industries of BFSI, Healthcare and Life Sciences, and Software / Hi-Tech:

• Your Company is collaborating with leading tech firms and Hyperscalers partners such as Microsoft Azure, AWS, Google Cloud, and Salesforce to engineer scalable platforms, utilising our unique Generative AI-enabled platform, SASVA, to accelerate software and application development. To date, your Company has filed for 35 patents for SASVA in areas such as backlog prioritisation, LLM-driven security simulations, and dynamic data pipeline orchestration.

• Your Company is leveraging AI agents to transform clients' outdated backend processes into AI-driven workflows, utilizing its unique platforms such as GenAI Hub for new GenAI-powered applications.

• Your Company unveiled iAURA 2.0, the latest version of our AI-enabled data transformation platform, as customers look for ways to leverage their vast amounts of structured and unstructured data for powerful data-driven decision-making.

• Your Company has made key strategic acquisitions with Starfish Associates and Arrka to bring AI-driven enhancements to contact centre transformation, unified communications, and data privacy.

• Your Company is focusing on bringing AI solutions into fast-growing sub-verticals, such as intelligent operations for insurance, AI-driven payments platforms in banking, and enhanced member experiences in healthcare.

• Your Company is also using ongoing AI investments to pivot clients to outcome-driven business models, with a focus on accelerating value, growth, and time-to-market for new products and services.

These strategic moves have occurred in parallel with the continued expansion of your Company's Hyperscalers partnerships. In collaboration with Microsoft, your Company launched new AI-powered offerings, including ContractAssIst, an AI-driven contract management solution, and a GenAI-powered Population Health Management (PHM) solution. Your Company entered into a long-term Strategic Partnership Agreement with Google Cloud to expand its reach across the US, India, the UK, and Australia, with a focus on Google Cloud's AI platforms. As an AWS Premier Tier Services Partner, your Company continue to build on its multi-year Strategic Collaboration. Agreement to accelerate the development and adoption of GenAI solutions utilising platforms such as Amazon Bedrock. Building on its relationship with Salesforce, your Company has successfully enabled its team members to achieve more than 1,000 Salesforce AI Associate Certifications, bringing its total certifications to more than 10,500. This milestone showcases its team's deep expertise and proficiency in Salesforce technologies, particularly in AI-driven solutions.

Your Company matches these investments with continued AI training through Persistent University, ensuring it provides provide AI talent at scale for its clients' transformation initiatives.

Third-party analysts and market observers are acknowledging your Company's innovation and success. Your Company was identified for the second consecutive year as a Challenger in the Gartner Magic Quadrant for Public Cloud Transformation Services and awarded the 2024 ISG Star of Excellence for Superior Customer Experience. Your Company received additional accolades from ISG, including Star of Excellence awards in the categories of Most Adaptable Partner, Universal Information Technology Outsourcing, and for Outstanding Service in the Americas Region. As your Company continues its European investments, it received top rankings for client satisfaction in innovation in the European IT outsourcing study by Whitelane Research. Your Company was also recognised in the prestigious Economic Times Human Capital Awards 2025 across multiple categories for its excellence in employee practices. Furthermore, your Company remains committed to achieving success through various Environmental, Social, and Governance (ESG) activities. Since February 2025, your Company has achieved 100% renewable energy sourcing for all its owned locations in Pune, Nagpur, and Goa through solar rooftops, wind energy and green tariffs. Your Company is included in the top 10% of S&P Global 2025 Sustainability Yearbook for its responsible business practices and long-term ESG impact. Your Company was recognised at the Institute of Chartered Accountants of India (ICAI) Sustainability Reporting Awards 2023-24, highlighting its dedication to transparent ESG practices. Finally, your Company was featured on the Nasdaq MarketSite Tower in New York's Times Square for winning awards at the the Institute of Company Secretaries of India (ICSI) Business Business Responsibility and Sustainability Awards and the National Awards for Excellence in Corporate Governance.

By remaining focused on innovation and client success, your Company remains committed to Re(AI)magining the World by collaborating with enterprises as they harness the power of AI. As your Company continues to build on its product engineering heritage to drive new AI advancements, your Company remains confident in its ability to deliver lasting value for all of its stakeholders.

The highlights of the financial performance on a consolidated basis for the year ended March 31, 2025, are as under:

[Conversion Rate USD 1 = INR 85.85 for Profit and Loss items; USD 1 = INR 85.47 for Balance Sheet items

(Financial Year 2024-25) and USD 1 = INR 82.81 for Profit and Loss items; USD 1 = INR 83.40 for Balance Sheet items (Financial Year 2023-24).]

@The Equity Shares of the Company have been sub-divided in a 1:2 ratio and the impact of the Sub-Division has been given to EPS.

*Includes notional interest on lease liability FY 25: INR 254.23 Million (FY 24: INR 180.02 Million) recognised in accordance with Ind AS-116 on Leases and notional interest on amounts due to selling Members INR 15.27 Million (Previous year: INR 51.05 Million).

#Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase) 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, 2025, are as under:

[Conversion Rate USD 1 = INR 85.85 for Profit and Loss items; USD 1 = INR 85.47 for Balance Sheet items

(Financial Year 2024-25) and USD 1 = INR 82.81 for Profit and Loss items; USD 1 = INR 83.40 for Balance Sheet items (Financial Year 2023-24)] @The Equity Shares of the Company have been sub-divided in a 1:2 ratio and the impact of the Sub-Division has been given to EPS.

*Includes notional interest on lease liability FY 25: INR 218.69 Million (FY 24: INR 147.50 Million) recognised in accordance with Ind AS-116 on Leases and notional interest #Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase), and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

1. The Hon'ble National Company Law Tribunal, Mumbai (the ‘Hon'ble NCLT') sanctioned the merger of M/s. Capiot Software Private Limited (Wholly Owned Subsidiary – Transferor Company) into Persistent Systems Limited (Holding Company – Transferee Company) by absorption through its order dated April 9, 2025. The Certified Copy of the said order has been received by your Company on April 21, 2025, and filed with the Registrar of Companies (ROC), Pune on May 13, 2025.

2. The Board of Directors approved the proposal of merger of M/s. Arrka Infosec 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.

3. Consequent to the receipt of approval by the Members at the 34th Annual General Meeting (AGM) held on July 16, 2024, Mr. Praveen Kadle (DIN: 00016814) commenced his second term as the Independent Director of the Company for 5 (Five) consecutive years effective from April 23, 2025, to April 22, 2030.

4. The Board has approved the issuance of 560,000 Equity Shares of INR 5 each to PSPL ESOP Management Trust (‘ESOP Trust') in its meeting held on January 22, 2025. Based on the authority given by the Board, the Stakeholders Relationship and ESG Committee has inter-alia approved the allotment of 550,000 (Five Hundred Fifty Thousand only) Equity Shares of INR 5 (Five) each at the allotment price of INR 316.30 per Equity Share, aggregating to the total consideration of INR 173.9650 Million to the ESOP Trust on May 8, 2025.

5. Ms. Anuja Ramdasi, Head - Internal Audit of the Company upon changing her role and responsibilities due to internal reorganization, decided to relinquish the position of Head - Internal Audit of the Company effective from the closure of business hours on June 6, 2025 (IST). In view of the same, the Board of Directors, at its meeting held on June 6, 2025 approved the appointment of M/s. Ernst & Young LLP, Chartered Accountants (LLP Identification No.: AAB-4343) as the Internal Auditors of the Company for the term of 3 (Three) consecutive financial years effective from FY 2025-26 to FY 2027-2028 based on the recommendation of the Audit Committee.

There were no other material changes and commitments affecting the financial position of your Company between end of the Financial Year 2024-25 and the date of this report.

The following businesses are recommended to the Members for their approval at the ensuing 35th Annual General Meeting of the Company:

a. The Board of Directors appointed Mr. Vinit Teredesai (DIN: 10661577), Chief Financial Officer (CFO) of the Company, as an Additional Director (Executive Member) of the Company to hold office with effect from April 24, 2025, till September 30, 2028, subject to the approval of Members.

As the Chief Financial Officer of the Company, Mr. Teredesai is responsible for Corporate Finance, Treasury, Financial Reporting, Taxation, Investor Relations, Risk Management and Administration.

Prior to joining the Company in May 2024, Mr. Teredesai has over 29 years of experience in the areas of corporate finance, international and domestic taxation, and management accounting. He has worked with Mindtree as CFO, KPIT Technologies as CFO and CIO and his most recent role was with LTIMindtree where he was the Chief Financial Officer of the merged entity post the merger of L&T Infotech and Mindtree in 2022.

He is a qualified Chartered Accountant, Cost and Works Accountant, Certified Public Accountant (USA) and has also completed his General Management from MIT Sloan School of Management, Cambridge MA focusing on Strategy, Innovation and Technology.

Further details regarding Mr. Teredesai's proposed appointment are included in the 35th AGM Notice.

b. The current term of M/s. Walker Chandiok & Co LLP, Pune (Firm Registration No.: 001076N/N500013) existing Statutory Auditors of the Company, will complete at the conclusion of the ensuing 35th AGM of the Company. In view of the same, the Board of Directors appointed M/s. B S R & Co. LLP, Chartered Accountants, Pune (FRN: 101248W/W-100022) as the Statutory Auditors of the Company for the first term of 5 (Five) consecutive years effective from the conclusion of the ensuing 35th AGM till the conclusion of the 40th AGM of the Company, subject to the approval of Members.

c. The Board of Directors appointed M/s. SVD & Associates, Practising Company Secretaries, Pune, bearing Peer Review Certificate No. 6357/2025, as the Secretarial Auditors of the Company for the first term of 5 (Five) consecutive years effective from FY 2025-26 to FY 2029-30, subject to the approval of Members.

d. The Board of Directors, at its meeting held on June 6, 2025, recommended the re-appointment of Dr. Anand Deshpande (DIN: 00005721) as the Managing Director of the Company liable to retire by rotation, to hold office for a period of 5 (Five) consecutive years i.e., up to the conclusion of the 40th Annual General Meeting of the Company to be held on or before September 30, 2030, subject to the approval of the Members.

e. The Board of Directors, at its meeting held on June 6, 2025, recommended the re-appointment of Mr. Sandeep Kalra (DIN: 02506494) as an Executive Director of the Company liable to retire by rotation, to hold the office for 3 (Three) consecutive years i.e., from October 1, 2025, till September 30, 2028, subject to the approval of the Members and the Central Government of India.

As per Section 134 of the Companies Act, 2013 (the ‘Act'), your Company has provided the Consolidated Financial Statements as of March 31, 2025. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to the Standalone Financial Statements. The financial statements 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 full 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 of your Company and its subsidiaries as of March 31, 2025, 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.

a. The Stakeholders Relationship and ESG Committee has inter-alia approved the allotment of 600,000 (Six Hundred Thousand only) Equity Shares of INR 5 each at the allotment price of INR 643.50 per Equity Share to PSPL ESOP Management Trust on July 10, 2024.

b. The Stakeholders Relationship and ESG Committee has inter-alia approved the allotment of 1,200,000 (One Million Two Hundred Thousand Only) Equity Shares of INR 5 each at the allotment price of INR 1,216.50 per Equity Share to PSPL ESOP Management Trust on September 6, 2024.

The Members of your Company at the 30th Annual General Meeting (AGM) held on July 24, 2020, appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) as the Statutory Auditors of your Company to hold such office for a period of 5 (Five) years i.e., up to the conclusion of the 35th AGM to be held in the calendar year 2025 or before September 30, 2025.

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

The Auditors' Report for the FY 2024-25 does not contain any qualifications, observations, reservations, or adverse remarks. Further, the Audit Committee and Board of Directors, in their meetings held in April 2025, have recommended the appointment of M/s. B S R & Co. LLP, Chartered Accountants (Firm Registration No. 01248W/W-100022) as the Statutory Auditors of the Company to hold office from the conclusion of the 35th Annual General Meeting (‘AGM') up to the conclusion of the 40th AGM of the Company to be held in the calendar year 2030, to the Members for their approval.

A detailed profile of M/s. B S R & Co. LLP is included in the 35th AGM Notice along with the resolution for the consideration of the Members. M/s. B S R & Co. LLP 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.

Considering the rich experience and reputed clientele, and based on the recommendation of the Audit Committee, the Board of Directors recommends the Resolution at Item No. 5 for the approval of the Members as an Ordinary Resolution.

Pursuant to Section 204 of the Act, the Board of Directors had appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune as the Secretarial Auditors of your Company for the Financial Year 2024-25.

Accordingly, the Secretarial Auditors have given the report, which is annexed hereto as Annexure A. There are no qualifications in the Secretarial Audit Report for FY 2024-25, however, the Secretarial Audit Report contains an observation as follows:

a. Nature of observation noted:

Delayed submission of intimation about resignation of SMP of the listed entity through Corporate Announcement bearing Ref. No. NSE & BSE / 2024-25 / 026 dated April 28, 2024.

A disclosure under Regulation 30 of SEBI LODR pertaining to the resignation of Senior Management Personnel was intimated with a delay to BSE and NSE (the Stock Exchanges) for which clarifications was sought by BSE vide their letter dated April 29, 2024, which was duly replied by the Company. Subsequently, both the Stock exchanges have issued a warning email asking the Company to take necessary steps to avoid such delays in the future.

In response to the clarification letter, the Company submitted the reason for the delay with a copy of the resignation through the Corporate Announcement bearing Ref. No. NSE & BSE / 2024-25 / 026A on April 29, 2024. The Company informed in the clarification that the delay in reporting was inadvertent and unintentional and the Company has taken necessary steps to avoid such delays in the future. Further, the Company disseminated the warning emails received from the Stock Exchanges through the Corporate Announcement to both Stock Exchanges and also placed the same before the Board of Directors with the proposed corrective steps as advised by the Stock Exchanges.

In terms of newly inserted Regulation 24A of the Listing Regulations, the appointment of M/s. SVD & Associates, Practising Company Secretaries, Pune, to act as the Secretarial Auditors of the Company for the term of 5 (Five) consecutive years from the financial year 2025-26 till 2029-30, has been recommended by the Audit Committee and the Board of Directors at their meeting held in April 2025 to the Members for their approval.

Prior to the above, M/s. SVD & Associates were appointed as the Secretarial Auditors for three financial years, 2022-23, 2023-24, and 2024-25, respectively, in terms of the provisions of Section 204 of the Act. In terms of the aforesaid Listing Regulations, any association of an individual / firm as the Secretarial Auditor of the listed entity before March 31, 2025, shall not be considered for the purpose of calculating the tenure.

M/s. SVD & Associates hold a valid Certificate of Peer Review (bearing No. 6357/2025) as issued by the Institute of Company Secretaries of India and has confirmed their eligibility to be appointed as the Secretarial Auditors for the term of 5 (Five) consecutive years at such audit fee as provided in Item No. 9 of the 35th AGM Notice.

Considering the rich professional experience, reputed clientele, and guidance on best secretarial practices to ensure governance and based on the recommendation of the Audit Committee, the Board of Directors recommends the Resolution at Item No. 9 of the 35th AGM Notice for the approval of the Members as an Ordinary Resolution.

During the year under review, the Statutory Auditors have not reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed 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.

Your Board is responsible for establishing and maintaining adequate Internal Financial Control as per Section 134 of the Act. Your Board has laid down policies and processes with respect to Internal Financial Controls and such Internal Financial Controls were adequate and were operating effectively. The Internal Financial Controls covered 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.

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.

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

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, 14, 17, and 33 of the Standalone Financial Statements).

During the year, the Company has not transferred any amount to the General Reserves.

In terms of the provision 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.

Your Company maintains adequate liquidity to meet the necessary strategic and growth objectives.

Your Company aims to balance between earning adequate returns on liquid assets and the need to cover financial and business risks. As of March 31, 2025, your Company, on a standalone basis, had cash and cash equivalents (including investments) amounting to INR 15,948.29 Million as against INR 14,300.66 Million as of March 31, 2024.

The particulars of expenditure on Research and Development on an accrual basis are as follows:

Your Company has 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 March 31, 2025. These were due for maturity between January 2019 and June 2019. In view of the uncertainty prevailing with respect to the recovery of outstanding balances from 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 year, the Company recovered 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 steps, including legal action, that may be necessary to ensure full recovery of the said deposits.

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 who 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 confirms 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 2024-25 (on a consolidated basis) is available onhttps://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.

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 2024-25 are given in the Report on Corporate Governance forming part of this Annual Report.

a. During the year under report, Mr. Sunil Sapre, Executive Director (DIN: 06475949) relinquished his office as the Chief Financial Officer with effect from the closure of business hours of May 15, 2024.

b. Subsequently, the Board of Directors of your Company appointed Mr. Vinit Teredesai as the Chief Financial Officer of the Company with effect from the closure of business hours of May 15, 2024.

c. Ms. Roshini Bakshi retired as an Independent Director of the Company w.e.f. the conclusion of the 34th AGM held on July 16, 2024 pursuant to completion of two terms on 5 (five) consecutive years.

d. During the year under report, the Members of your Company, in the 34th AGM held on July 16, 2024, confirmed the appointment of Ms. Anjali Joshi, USA (DIN: 10661577) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years, i.e. from June 12, 2024, to June 11, 2029.

e. Pursuant to the approval of the Members in the 34th AGM held on July 16, 2024, Mr. Sunil Sapre, Executive Director, was reappointed as an Executive Director for a term of 3 (Three) months from October 1, 2024, to December 31, 2024, given his superannuation. Thereafter, Mr. Sapre ceased to be an Executive Director of the Company w.e.f. the closure of business hours of December 31, 2024. The Board expressed its appreciation for his valuable contribution to the Company's growth journey.

In terms of Section 152(6) of the Act and Article 137 of the Articles of Association of your Company, Mr. Sandeep Kalra, Pennsylvania, USA (DIN: 02506494), Executive 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.

Mr. Kalra 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 6, 2025, discussed the same and approved the proposal of the Nomination and Remuneration Committee (‘NRC') for the reappointment of Mr. Kalra. In the opinion of your Directors, Mr. Kalra has the requisite qualifications and experience, and therefore, your Directors recommend that the proposed resolution relating to the reappointment of Mr. Kalra in the 35th AGM Notice, be passed with the requisite majority.

1. Proposed reappointment of Dr. Anand Deshpande as a 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

In terms of Section 196 of the Act, the Nomination and Remuneration Committee (‘NRC') of the Board of Directors of the Company at its meeting held on June 6, 2025, recommended the reappointment of Dr. Anand Deshpande (DIN: 00005721) as the Managing Director (Executive Member) of the Company for a period of 5 (Five) years i.e., from the conclusion of the 35th AGM up to the conclusion of the 40th AGM of the Company to be held on or before September 30, 2030.

The Board at its meeting held on June 6, 2025, discussed and approved the proposal of the NRC for the reappointment of Dr. Deshpande is the Founder of your Company and as part of the promoter group, owns 29.25% of the shares of your Company as of March 31, 2025. In addition, your Board considered his expertise in the Software Industry, large-scale global operations, strategy and planning, and business acumen of Dr. Deshpande while recommending his appointment. Further details regarding the appointment of Dr. Deshpande forms part of the 35th AGM Notice.

2. Proposed reappointment of Mr. Sandeep Kalra as an Executive Director, liable to retire by rotation, to hold the office for 3 (Three) consecutive years i.e., from October 1, 2025, till September 30, 2028, subject to the approval of the Members at the ensuing AGM and the Central Government of India.

The Nomination and Remuneration Committee (‘NRC') of the Board of Directors of the Company at its meeting held on June 6, 2025, recommended the reappointment of Mr. Sandeep Kalra (DIN: 02506494) as the Executive Director of the Company i.e., from October 1, 2025, till September 30, 2028, subject to the approval of the Members at the ensuing AGM and the Central Government of India.

The Board at its meeting held on June 6, 2025, discussed and approved the proposal of the NRC for the reappointment of Mr. Kalra. Your Board considered expertise in the Software Industry, large-scale global operations, strategy and planning, and business acumen of Mr. Kalra while recommending his appointment. Further details regarding the appointment of Mr. Kalra forms part of the 35th AGM Notice.

3. Proposed appointment of Mr. Vinit Teredesai as an Additional Director (Executive Member), liable to retire by rotation, to hold office with effect from April 24, 2025, to September 30, 2028.

The Nomination and Remuneration Committee (‘NRC') of the Board of Directors of the Company at its meeting held on April 23, 2025 (PDT) / April 24, 2025 (IST) recommended the appointment of Mr. Vinit Teredesai (DIN: 03293917) as an Additional Director (Executive Member) of the Company with effect from April 24, 2025, to September 30, 2028.

The Board at its meeting held on April 24, 2025, discussed and approved the proposal of the NRC for the appointment of Mr. Teredesai. Your Board considered expertise in the Corporate Finance, Treasury, Financial Reporting, Taxation, Investor Relations, Risk Management and Administration, and business acumen of Mr. Teredesai while recommending his appointment. Further details regarding the appointment of Mr. Teredesai forms part of the 35th AGM Notice.

In the opinion of your Directors, Dr. Deshpande, Mr. Kalra and Mr. Teredesai have the requisite qualifications and experience and therefore, your Directors recommend that the proposed resolutions relating to the appointment / re-appointments be passed with the requisite majority. The candidates' profiles forms part of this Annual Report and have also been provided in the 35th 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.

There is no inter-se relationship between the Directors except the following:

• Dr. Anand Deshpande, Chairman and Managing Director, Prof. Ajit Ranade, Independent Director and Mr. Arvind Goel, Independent Director, are Directors of Mahratta Chamber of Commerce Industries and Agriculture (MCCIA).

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, the business model of your Company, etc., through various initiatives. The details of the same can be found at: https://www.persistent. com/investors/familiarisation-programme/

The Board confirms that all Independent Directors of your Company have given a declaration 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 Financial Year 2024-25, 2 (Two) separate meetings, exclusively of the Independent Directors, were held on April 21, 2024 and October 21, 2024, in which the Independent Directors transacted the following businesses along with a few other important strategic and policy-related matters:

1. Reviewed 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

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 theReport on Corporate Governance forming part of this Annual Report.

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 theReport on Corporate Governanceforming 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.

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 theReport on Corporate Governance section forming part of this Annual Report.

The Board of Directors decide 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. It is important to have alignment and balance on the Board. Efforts are made to ensure that there is diversity on the Board. By design, every member of the Board represents a critical function of the Company, and when considering new members, efforts are made to ensure that the new member has demonstrated operating a business function at a significantly greater scale than your Company.

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 each and every profile based on the decided parameters and shortlists the candidates. The NRC Chair interacts with four to six shortlisted candidates and recommends at most three candidates for other Members of the NRC to interact with.

Efforts are made to ensure that the Board has adequate diversity across various parameters such as expertise, nationality and gender in terms of The Board Diversity Policy. The Board has decided that for new appointments, female candidates must be considered and will be included in the pool of potential candidates.

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/

Your Company conducts the annual performance evaluation of the Board, the Chairman, its various Committees, and the Directors individually, including the Independent Directors. 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. The evaluation criteria include aspects such as the Board composition, structure, effectiveness of board processes, information, and functioning, etc. This year, our fourteenth evaluation was conducted in March and April 2025, and the findings were presented at the April 2025 meetings of the Nomination and Remuneration Committee and the Board of Directors.

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

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 the first provision 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.

Over the years, your Company has implemented 13 (Thirteen) ESOP Schemes. 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, 2025, 2 (Two) schemes viz. ‘Persistent Employee Stock Option Scheme 2014' (‘PESOS 2014') and ‘Persistent Systems Limited-Employee Stock Option Plan 2017' (‘ESOP 2017') are active.

The Members of your Company in the 31st AGM and 33rd AGM approved amendments in the ‘Persistent Employee Stock Option Scheme 2014' (‘PESOS 2014') and ‘Persistent Systems Limited-Employee Stock Option Plan 2017' (‘ESOP 2017') and increased the kitty available for grant of Stock Options. Further, through Postal Ballot Notice dated February 6, 2024, the results of which were announced on March 11, 2024, the Members approved an amendment in the PESOS 2014 to add a time period to the existing maximum cap on the Stock Options that could be granted to an individual employee of the Company under PESOS 2014. Further, the Members also approved increasing the kitty available for grants under the PESOS 2014 Scheme in the 34th AGM.

During the Financial Year 2024-25, the Company granted 1,862,610 options under PESOS 2014, and 115,800 options under ESOP 2017 to the eligible employees.

As required under the SEBI SBEB Regulations, the Secretarial Auditor's certificate confirming that the implementation of share-based schemes is 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/2025/06/esop-details-2025.pdf

Your Company is committed to making a difference in the community that we all belong to. Your Company considers society and the environment as important stakeholders of the Company.

Your Company has engaged with various non-profit organisations and has voluntarily donated 1% of the Company's profit for social causes since 1996 and increased that to 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 formally requested the Foundation's help to fulfil the Company's CSR obligations.

Your Company acknowledges the contribution made by the Foundation 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 when employees contribute to the community, it makes them feel good, which in turn helps in their productivity.

The Foundation has defined primary focus areas to include Health, Education, Community Development, 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 your Company's employees, 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 of INR 217.78 Million, which is greater than the 2% of the profits calculated as per the Act, was spent on various CSR initiatives through the Foundation during the Financial Year 2024-25.

A detailed Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2024-25 is annexed hereto as Annexure D.

A detailed Report on the activities of the Foundation forms part of this Report.

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 can be viewed 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.

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 what is traditionally considered as stakeholders. Accordingly, your Company has decided to adopt a broader definition of stakeholders to explicitly include society, customers, partners, our employees and their families, the Members, vendors and even the environment.

Your Company also aims to provide more focused and detailed efforts towards Environment, Social, 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 https://www.persistent.com/company-overview/environmental-social-and-governance/and the ESG Report for FY 2024-25 can be accessed at update link to: https://www.persistent.com/ wp-content/uploads/2025/06/esg-sustainability-report-2025.pdf

As on March 31, 2025, the total institutional holding in your Company stood at 51.21% of the total share capital.

The details of the Dividend for the Financial Years 2024-25 and 2023-24 are as follows:

* The payment of the Final Dividend of INR 15 per Equity Share of INR 5 each is subject to the approval of the Members during the 35th AGM of your Company. If approved at the AGM, the Dividend will be paid out of the profits of your Company for FY 2024-25. Out of the interim dividend declared in January 2025, INR 11.54 Million remained unclaimed as of March 31, 2025.

The total unpaid dividend as on March 31, 2025 for the last 7 (Seven) years is INR 20.08 Million which is 0.12% of the total declared dividend over these 7 (Seven) years.

The increase in the amount of unpaid dividend is primarily due to KYC non-completion by Members, which has resulted in keeping the dividends in abeyance by the Company. Your Company is taking due efforts to encourage all Members to complete their KYC in accordance with various circulars issued by the Statutory Authorities. The Company also processed unpaid dividends from the last 7 years on a voluntary basis in March 2025. This resulted in INR 0.8 Million being paid to past and present Members.

Your Company has a Dividend Distribution Policy, which is available on the Company 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. Dividend Payout Ratio for this year, subject to members approving the dividend, is 39%.

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 under:https://web.in.mpms.mufg.com/client-downloads.html On this page, select the General tab. All the forms are available under the head "Form 15G / 15H / 10F".

The aforementioned forms (duly completed and signed) are required to be uploaded on the URL mentioned below: https://web.in.mpms.mufg.com/formsreg/submission-of-form-15g-15h.html On this page, the user shall be prompted to select / share the following information to register their request.

Please note that the documents (duly completed and signed) should be uploaded on the website of MUFG Intime in order 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.

During the year under report, your Company has transferred unclaimed and unpaid dividend of INR 68,496 relating to the Final Dividend 2016-17 and an amount of 147,504 relating to the Interim Dividend 2017-18 to the IEPF Authority. Further, 1,670 corresponding Equity Shares on which the dividend was unclaimed for seven consecutive years have been transferred as per the requirement of the IEPF Rules during FY 2024-25.

The Company made all due efforts to contact the Members with unclaimed / unpaid dividends through emails and letters dispatched to registered addresses to enable them to claim the dividends that were liable to be transferred to IEPF. Members are requested to update their Bank Account details, e-mail ID, Mobile Number, and KYC details with their Depository Participants to receive all future communications and dividends, if any, declared by the Company in electronic form.

The details are provided in the shareholder information section of this Annual Report and are also available on the website: https://www.persistent.com/investors/unclaimed-dividend/ The Board has appointed Mr. Amit Atre, Company Secretary, as the Nodal Officer to ensure compliance with the IEPF rules. His coordinates form part of the Report on Corporate Governance in this Annual Report.

ESG Environmental, Social, and Governance (ESG) practices are essential for companies to operate sustainably and responsibly in today's corporate environment. Your Company demonstrates its commitment to ESG through structured governance and continuous improvement of its initiatives, ensuring alignment with business goals and stakeholder interests.

• ESG Framework Overview: ESG framework includes Board oversight, management responsibility, and a dedicated ESG council that collaborates across various functions to achieve ESG goals.

• Board of Directors Role: The Board drives long-term sustainability strategies, approves ESG initiatives, and oversees associated risks to align with the company's business objectives.

• Stakeholder Relationship and ESG Committee: This Board Committee plays a vital role in implementing ESG vision and initiatives, meeting biannually to address ESG goals and climate-related risks.

• Leadership Commitment: The Chief Operating Officer (COO) and Head of ESG are responsible for implementing ESG policy, setting targets, and allocating resources for sustainability initiatives. The ESG Head collaborates with executive leadership to integrate ESG principles into the organization's strategy, operations, and culture.

• Compliance and Risk Management: The Chief Risk Officer (CRO) identifies ESG risks, ensuring they are integrated into the overall Enterprise Risk Management (ERM) framework.

Since 2022, Persistent supports the Ten Principles of the United Nations Global Compact (UNGC) on human rights, labour, environment and anti-corruption. Your Company is committed to making the UNGC principles part of the Company's strategy, culture and day-to-day operations. The ESG framework adopted by your Company includes the following:

• Environmental Sustainability: Use technology solutions to reduce greenhouse gas emissions

• Diversity and Inclusion: Build an inclusive workplace and nurture diverse talent

• Social Responsibility: Commitment to positively impact society

• Corporate Governance: Good governance practices for responsible business and stakeholder value creation.

Environmental Sustainability: Addressing climate change and environmental sustainability is important, and your Company believes in working with all stakeholders in this journey. Your Company is firmly dedicated to lowering and minimising the environmental impact of our internal operations.

• Reducing Greenhouse Gas (GHG) emissions and using energy from Renewable sources

• Improving the efficiency of energy, as well as water use and recycling

• Waste management that is sustainable and reduces waste to landfills

• Protecting biodiversity

Climate Action Goals: Your Company has taken short and long-term targets to reduce GHG emissions by aligning to the Sustainable Development Goals (SDG) as follows:

• Achieve Carbon Neutrality for Scope 1 and Scope 2 every year

• To source 100% of electricity from renewable energy for all owned facilities by FY 2026

• Achieve Net-zero greenhouse gas emissions across the value chain by 2050

Through the adoption of clean technology solutions across the operations, your Company demonstrates a strong dedication to reducing our environmental footprint and fostering a positive impact. By aligning the business strategies with sustainability initiatives, the focus remains on shaping a brighter future for upcoming generations. Your Company has set targets and has made commitments regarding water conservation, building resilience towards climate change, energy efficiency, and emissions reduction, and we are proud to report significant progress towards these goals.

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis. Your Company has deployed various energy saving devices and systems, which help in conserving energy and has resulted in significant savings in energy costs. Your Company has made capital investments amounting to INR 74.32 Million during the Financial Year 2024-25 to deploy energy saving devices.

Your Company has made the necessary disclosures in this Report in terms of Section 134(3) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014.

Your Company has a dedicated team across India under the ESG and EHS function. The group implements projects to continually enhance energy efficiency in our existing buildings, such as new technology retrofits, bringing in more efficient equipment, etc. On an annual basis, the project proposals are reviewed by the management, and thereafter, a dedicated budget is allotted for these projects. The learnings from these are utilised for efficient building architecture in new projects, thereby resulting in the lowest Energy Performance Index (EPIs).

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.

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

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

The Report on Management Discussion and Analysis as stipulated under the Listing Regulations and other applicable laws in force based on audited Consolidated Financial Statements for the Financial Year 2024-25 forms an integral part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR) and the Reasonable Assurance Report, as stipulated under the Listing Regulations and other applicable laws in force, describing the initiatives taken by the Management from an environmental, social, and governance perspective, forms an integral part of this Annual Report and is available at https://www.persistent.com/wp-content/uploads/2025/06/business-responsibility-and-sustainability-report-2025.pdf

Report on Risk Management based on the risk management policy developed and implemented at your Company for the Financial Year 2024-25 forms an integral part of this Annual Report.

The details of the vigil mechanism (whistleblower policy) are given in theReport on Corporate Governance forming part of this Annual Report. Your Company has shared the policy on the website at Whistle Blower Policy : Persistent Systems

Your Company encourages employees and others to raise concerns to the whistleblower helpline if they have any reason to believe that any employee, or any other stakeholder may have engaged in inappropriate behaviour, misconduct that 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 a 24/7 toll-free number in India and the Rest of the World to make it easy to report their concerns. The callers can record their complaints, which are received directly by the Whistleblower Administrator, who is the Chairperson of the Audit Committee. This is an automated system that safeguards the caller's identity, and anonymity is maintained.

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.

Your Company has an Anti-Harassment Policy that is consistent with the 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) as well as the external parties who work with the Company for the official purposes are covered under this policy.

Your Company has gone beyond the letter of the law and made this policy applicable to all employees, and not just female employees, as stated in the law. Your Company follows this practice as part of equal employment opportunity, including 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 4 (Four) complaints of sexual harassment under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, as of March 31, 2025, there is 1 (One) pending complaint of sexual harassment in your Company.

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

The Institute of Company Secretaries of India (ICSI) issues Secretarial Standards. Your Company complies with Secretarial Standards and guidelines issued by the ICSI to the extent applicable to the Company.

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

Your Company maintains a mature Information Security Management System with Policies, Processes and Controls to minimise Cyber Security Risks. The governance and management of security compliance and risk is reviewed periodically. Persistent development centres are certified under ISO 27001, ISO 27017, ISO 27018, ISO 27701, ISO 22301, 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 to address the need to secure the employees' laptops, the corporate network, and confidential data against inadvertent and malicious attacks, including the customer-specific security requirements. Your Company's cloud-first strategy is enabled by cloud security measures spanning access management, cloud data security, ensuring privacy in the cloud, safeguarding cloud workloads, effective monitoring and incident management of the cloud aligned to business-relevant outcomes. 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 advanced anti-phishing functionality, ensuring a secure communication channel through email. Your Company has implemented a robust disaster recovery process with a well-articulated cyber resilience playbook. The periodic Disaster Recovery drills ensure the 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 awareness through mandatory information security awareness trainings as part of the joining process. This is followed by a periodic refresher session and using enterprise-wide communication and collaboration platforms to keep users updated on evolving cybersecurity risks. The training effectiveness is validated through periodic phishing simulations. Your Company believes that security is an ongoing activity. As the Company evolves and expands its business, all stakeholders can rest assured that the Company will continue to improve its security posture to ensure continuous compliance.

During the year under Report, your Company restructured group entities as follows:

1. The Business Transfer Agreement has been executed for the transfer of the business of the UK Branch of the Company to Persistent Systems UK Limited effective from April 1, 2024.

2. Persistent India Foundation was incorporated under Section 8 of the Companies Act, 2013 effective from May 1, 2024, as a Wholly Owned Subsidiary (‘WOS') of the Company.

3. Software Company International, LLC, USA (Step Down Subsidiary) has been dissolved effective from June 27, 2024.

4. The Hon'ble National Company Law Tribunal, Mumbai (‘NCLT') has sanctioned the merger of M/s. Capiot Software Private Limited (the Wholly Owned Subsidiary Transferor Company) into Persistent Systems Limited (the Holding Company Transferee Company) through absorption, as per its Order dated April 9, 2025. The Company received the Order on April 11, 2025. Further, the Company filed the Certified True Copy of the said order dated April 21, 2025, with the Registrar of Companies, Pune (RoC) on May 13, 2025, for updating their records. The financial impact of this merger will be reflected in the Company's financial statements for the period following its submission to the RoC.

5. The Board of Directors of the Company at its meeting concluded on April 24, 2025 (IST), approved the proposal of merger of M/s. Arrka Infosec Private Limited (WOS) into Persistent Systems Limited (the ‘Holding Company'), subject to the receipt of necessary approvals in accordance with the provisions of the Companies Act, 2013.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Company's subsidiaries inForm No. AOC-1 is attached to the financial statements of the Company.

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.

Persistent Systems Limited has a focused M&A program that is aimed at:

1. Acquiring differentiated technology capabilities in cloud, data and security.

2. Strengthening our domain expertise in Banking, Financial Services and Insurance (BFSI) and Healthcare and Lifesciences (HLS) industry verticals and / or;

3. Expanding the Company's customer base in Europe and delivery presence in Eastern Europe.

During the year ended March 31, 2025, your Company entered into definitive agreements to acquire:

a. Starfish Associates, LLC (‘Starfish'), a US-headquartered company that provides an automation platform to facilitate seamless connection across a myriad of business applications and communication systems. The acquisition builds on the Company's existing engineering capabilities in the Unified Communications and Contact Centre, expanding its strong AI-driven business transformation capabilities and expertise in driving operational excellence. The acquisition of Starfish was completed on August 1, 2024.

b. Arrka Infosec Private Limited (‘Arrka'), a Pune-based company renowned for its data privacy expertise, a Data Privacy Management platform and growing expertise in AI governance. This acquisition significantly advances the Company's AI-led, platform-driven services approach and strengthens its ability to provide comprehensive offerings in digital governance, including data privacy, AI governance, and cybersecurity, among others. With Arrka's expertise, your Company will help clients accelerate their transformation journeys while ensuring ethical, responsible, and compliant AI. The acquisition of Arrka was completed on October 28, 2024.

c. SoHo Dragon group of companies (‘SoHo'), a group with full-service Software Application Development Company specializing in front office operations, corporate applications, hyper scaler technologies, data warehousing, and business intelligence with entities in US, Lithuania & India. The acquisition of the select assets will help in consolidating the relationship with a strategic and large customer of your Company in the BFSI domain. The acquisition of select assets from SoHo Dragon Inc. was completed on November 16, 2024, the acquisition of select assets from Soho Dragon LT, UAB was completed on March 13, 2025 and the acquisition of select assets from Soho Dragon Solutions India Private Limited was completed on April 22, 2025.

Your Company has adopted the hybrid working model. During the FY 2024-25, the total built-up capacity owned by your Company in India and abroad was 135,980 m2 which is adequate for 11,000+ employees. In addition, your Company hires 1,79,715 m2 of space across various locations in India and 11,899 m2 space outside India.

The details of owned facilities of your Company are as follows:

1. Along with your Company 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 58,923 m2 adequate for 12,000+ employees.

2. Your Company also owns two land parcels in Mihan SEZ, Nagpur and Hinjawadi.

In accordance with the Act, the annual return in the prescribed format (MGT-7) for the FY 2024-25 is available at https://www.persistent.com/wp-content/uploads/2025/06/persistent-annual-report-2025.pdf

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. Sunil Sapre, Executive Director (up to December 31, 2024) 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 this report.

3. No significant or material orders were passed by the Regulators, 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 2024-25, nor has the Company done any one-time settlement with any Bank or Financial Institution in India or abroad.

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 available on your Company's website at Awards and Recognitions : Persistent Systems Highlights of these are also available in the ‘Corporate Information' section of this Annual Report.

1. In preparation for 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, 2025, 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.

Looking ahead at the new year, ongoing macroeconomic challenges are creating uncertainties that are impacting virtually all enterprises in various vertical industries, especially those that rely on global supply chains and services. Nonetheless, your Company enters FY26 and the 35th year with confidence and optimism that the market-leading brand, unprecedented growth trajectory, and unyielding commitment to client success will allow your Company to weather these challenges and maintain its uniquely differentiated positioning as the AI ecosystem orchestrator of choice.

Your Company's Re(AI)magining the World mission will be key to its ongoing success and future growth as your Company continues to deliver AI, product engineering, and platform-based services to new and existing clients in verticals and specialised sub-verticals. With AI investments anchoring our strategy, your Company remains focused on growth, financial discipline, and customer-centricity to power its journey towards its stated aspiration of reaching $2 Billion in annualised revenue in the next few years. As market and macroeconomic dynamics evolve, your Company will maintain a high level of agility with a culture of operational efficiency and budgetary controls that engender strategic investments for new initiatives. Global financial pressures are leading many companies to fundamentally rethink their business models, go-to-market strategies, and capital expenditures. Companies also continue to display a strong willingness to invest in technology, especially AI technologies and platforms, to unlock new growth opportunities, enable transformation, and drive value. The market continues to be inundated with new AI providers and offerings, resulting in a more competitive market. This AI proliferation is causing enterprises to stretch decision-making cycles, focus on risk mitigation, and demand value-based outcomes for their AI investments. In addition, they are also reluctant to engage with providers with little or unproven experience with AI as they look to guarantee short- and long-term investment returns.

Your Company is well-positioned to capitalise in this environment, given its 35-year heritage, its proven data, cloud, and AI expertise, and its unmatched reputation as a trusted provider that delivers tangible IT and business results. Your Company's proprietary platform, SASVA, is revolutionising how clients think about AI-powered software development and how to enable AI agents for streamlined workflows. iAURA, the data management platform, allows enterprises to leverage AI to optimise data models and accelerate decision-making. GenAI Hub allows companies to accelerate the creation of AI experiences at scale. Your Company's offerings are continuously enhanced by its partnerships with all the major hyperscalers and innovative start-ups, with whom your Company jointly develops new AI-enabled solutions. Your Company is confident that its approach strongly positions itself as an innovative AI partner for clients looking for a provider with a proven track record of driving growth and value.

As your Company advances along with its growth trajectory, it remains firmly committed to equipping its global workforce of more than 24,500+ professionals with the skills and opportunities required to remain at the forefront of technological innovation, enhancing the value your Company delivers to its clients. Your Company also continues to foster a diverse and inclusive organisational culture that prioritises personal development, continuous learning, and a deep sense of social and environmental responsibility. These commitments are integral to sustaining your Company's long-term competitiveness and driving stakeholder value.

As your Company concludes this chapter of its journey and prepare to navigate the opportunities and challenges that lie ahead, your Company reffirms its steadfast commitment to its core values and to the pursuit of operational and strategic excellence. Guided by a unified vision and an enduring focus on AI innovation, your Company is confident in its ability to generate sustainable growth and deliver enduring value to its clients, partners, and stakeholders worldwide.

Your Board records the support and wise counsel received from the Government of India, particularly the Ministry 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, Indore, Bengaluru, Noida, Gurugram, Hyderabad, Jaipur, Chennai, Kolkata, Kochi, Visakhapatnam, 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, Telangana (erstwhile Andhra Pradesh) State Electricity Board, Telangana State Industrial Infrastructure Corporation, Maharashtra Industrial Development Corporation, Karnataka Industrial Development Corporation, BSNL and Internet Service Providers, District Administration and State Police departments, Export Promotion Councils, Maharashtra Airport Development Corporation Limited, and Development Commissioner, MIHAN (SEZ). Your Board also extends its sincere thanks to M/s. Walker Chandiok & 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 and Directors of Persistent India Foundation, a wing of Ernst & Young LLP, providers of Compliance Manager Tool and WyattPrism, 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, Z?rcher 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 records its deep appreciation for the committed services of your Company's employees and partners 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. Their hard work, solidarity, cooperation, and support made consistent growth possible.