AGM Notice | Persistent Systems Limited

AGM

Notice

Dear Member,

On behalf of the Persistent Board, it gives me great pleasure to invite you to attend the Thirty-Fourth Annual General Meeting

of the Company scheduled to be held on Tuesday, July 16, 2024, at 1600 Hrs. (IST) at Persistent Systems Limited, Dewang

Mehta Auditorium, ‘Bhageerath’, 402 Senapati Bapat Road, Pune 411 016, India, in-Person and through Video Conferencing

(VC)/Other Audio-Visual Means (OAVM) at the Members’ best convenience.

Sincerely,

Anand Deshpande, Ph.D.

Chairman and Managing Director

DIN: 00005721

June 12, 2024

Pune

PS: For the Members who wish to attend this Meeting in person, the pick-up arrangements have been made to reach the

venue from the following locations in Pune:

1\ Corporation Bus Depot

2\ Deccan Gymkhana Bus Depot

3\ Kothrud Bus Depot

4\ Wakdewadi ST Stand

5\ Pune Railway Station

6\ Swargate Bus Depot

If you wish to avail the aforesaid facility, we request you to kindly register yourself with us with your name, pick-up point, and

contact details on or before Tuesday, July 9, 2024, by e-mail to ‘investors@persistent.com’ or you may contact:

Mr. Amol Undre

Associate General Manager – Administration

Persistent Systems Limited

Bhageerath, 402 Senapati Bapat Road, Pune 411 016, India

Tel.: +91 (20) 6703 0000 Extn.: 34450

Physically challenged members who require any assistance at the venue, are also requested to contact Mr. Amol Undre.

Route to 34

Annual General Meeting venue

Notice

NOTICE is hereby given that the THIRTY-FOURTH Annual General Meeting of the Members of Persistent Systems Limited will

be held on Tuesday, July 16, 2024, at 1600 Hrs. (IST) at Persistent Systems Limited, Dewang Mehta Auditorium, ‘Bhageerath’,

402 Senapati Bapat Road, Pune 411 016, India in-person and through Video Conferencing (VC)/Other Audio-Visual Means

(OAVM) at the Members’ best convenience, to transact the following business:

Item No. Summary of Businesses to be transacted at the 34

Annual General Meeting

Page

No.

Ordinary Businesses

To receive, consider, and adopt the Audited Standalone Financial Statements of the Company for the Financial

Year ended March 31, 2024, Reports of the Board of Directors and Auditors thereon

To receive, consider, and adopt the Audited Consolidated Financial Statements of the Company for the Financial

Year ended March 31, 2024

To conﬁrm the payment of the Interim Dividend of ₹ 16* per equity share of ₹ 5 each and to approve the payment

of a Final Dividend of ₹ 10 per equity share of ₹ 5 each, recommended for the Financial Year 2023-24

To appoint a director in place of Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires by rotation

and has conﬁrmed his eligibility and willingness to accept the oﬃce, if re-appointed

Special Businesses

To re-appoint Mr. Sunil Sapre, India (DIN: 06475949) as an Executive Director of the Company, liable to retire

by rotation, to hold oﬃce for the term of 3 (Three) months till his superannuation i.e., from October 1, 2024, to

December 31, 2024

To re-appoint Mr. Praveen Kadle, India (DIN: 00016814) as an Independent Director of the Company, not liable to

retire by rotation, to hold oﬃce for the second term of 5 (Five) consecutive years i.e., from April 23, 2025,

to April 22, 2030

To appoint Ms. Anjali Joshi, USA (DIN: 10661577) as an Independent Director of the Company, not liable to retire

by rotation, to hold oﬃce for the term of 5 (Five) consecutive years i.e., from June 12, 2024, to June 11, 2029

To approve an amendment in the ‘Persistent Employee Stock Option Scheme 2014 (PESOS 2014)’ to increase the

number of Stock Options allocated to PESOS 2014 by 1.6 million Stock Options i.e., from 3.8 million Stock Options

to 5.4 million Stock Options along with the procedural matters

To grant the Stock Options to the employees of subsidiary company(ies) of the Company under ‘Persistent

Employee Stock Option Scheme 2014’

(*) Post Sub-Division/Split

Ordinary Businesses

1\ To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended

March 31, 2024, Reports of the Board of Directors and Auditors thereon

2\ To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year

ended March 31, 2024

3\ To conﬁrm the payment of the Interim Dividend of ₹ 16 per equity share of ₹ 5 each and to approve the payment of a Final

Dividend of ₹ 10 per equity share of ₹ 5 each recommended for the Financial Year 2023-24

4\ To appoint a director in place of Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires by rotation and

has conﬁrmed his eligibility and willingness to accept the oﬃce, if re-appointed

To consider and if thought ﬁt, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies

Act, 2013 and the Rules made thereunder, Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires by

rotation at this meeting, being eligible for re-appointment, has conﬁrmed his eligibility and willingness to accept the

oﬃce, be and is hereby re-appointed as an Executive Director of the Company to hold the oﬃce till September 30, 2024,

on the same terms and conditions as approved by the Members at the 31st Annual General Meeting held on July 21, 2021.

Special Businesses

5\ To re-appoint Mr. Sunil Sapre, India (DIN: 06475949) as an Executive Director of the Company, liable to retire by rotation,

to hold oﬃce for the term of 3 (Three) months till his superannuation i.e., from October 1, 2024, to December 31, 2024

To consider and if thought ﬁt, to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013, and the Rules made

thereunder and the Articles of Association of the Company, Mr. Sunil Sapre, India (DIN: 06475949) who was appointed

to hold oﬃce as an Executive Director of the Company from January 27, 2021 till September 30, 2024 be and is hereby

re-appointed as an Executive Director of the Company in respect of whom the Company has received a notice in

writing from a member under Section 160 of the Companies Act, 2013, signifying his intention to propose Mr. Sapre as

a candidate for the oﬃce of a Director of the Company, liable to retire by rotation for the term of 3 (Three) months till his

superannuation i.e., from October 1, 2024, to December 31, 2024.

RESOLVED FURTHER THAT pursuant to the provisions of Section 2(78), 2(94), 196, 197, 203 and Schedule V and any

other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modiﬁcation(s) or re-enactments

thereof, for the time being in force) and the Rules made thereunder, and the Articles of Association of the Company,

consent of the Members be and is hereby accorded for the re-appointment of Mr. Sunil Sapre as an Executive Director of

the Company to hold the oﬃce for the term of 3 (Three) months with eﬀect from October 1, 2024, to December 31, 2024,

on the same terms as approved by the Members at the 31

Annual General Meeting of the Company held on

July 21, 2021, as mentioned below:

i. Basic Salary

In the range of ₹ 300,000 to ₹ 700,000 per month.

ii. Bonus

Bonus, as may be decided by the Board up to a maximum of 2% (Two percent) of the Net Proﬁts payable quarterly or

at other intervals.

iii. Allowances

Allowances in the nature of House Rent Allowance, City Compensatory Allowance, Dearness Allowance, Personal

Allowance, Special Allowance or such other allowance, by whatever name called calculated as a percentage of Basic

Salary or ﬁxed amount, as decided by the Board of Directors from time to time.

iv. Perquisites and other beneﬁts

a. Leave travel concession/allowance: For self and family once in a year, as decided by the Board of Directors from

time to time.

b. Life Insurance Policy, Personal Accident Insurance and Health and Mediclaim Policy:

Personal accident insurance for self and Mediclaim policy for self and dependent family members as per the rules

of the Company. In addition, Life Insurance policy for self and dependent family members subject to the annual

premium not exceeding ₹ 10,00,000.

c. Company’s contribution to provident fund and superannuation fund: As per the rules of the Company.

d. Gratuity: As per the rules of the Company.

e. Earned/privileged leave: As per the rules of the Company.

f. Encashment of leave: As per the rules of the Company.

g. Mobile/Computer/Internet: As per the rules of the Company.

h. Stock Options: The Executive Director shall be eligible to receive Stock Options of the Company as decided by

the Board of Directors or the Committee thereof from time to time.

i. Other Privileges: Such other privileges, facilities, perquisites and amenities as may be applicable from time to

time to the Executives of the Company.

Explanation:

Perquisites shall be evaluated as per the Income-Tax Rules, wherever applicable. In the absence of any such Rule, perquisites

shall be evaluated at actual cost.

‘Family’ means the spouse, the dependent children and dependent parents of the Executive Director.

RESOLVED FURTHER THAT the Board of Directors (the ‘Board’) based on the recommendations of the Nomination and

Remuneration Committee or any of its Committee, by whatever name called, be authorized in its absolute discretion and from

time to time, to ﬁx within the range stated above, the salary payable to Mr. Sapre.

RESOLVED FURTHER THAT where in any ﬁnancial year during the tenure of Mr. Sunil Sapre as the Executive Director of the

Company, the Company incurs a loss or its proﬁts are inadequate, the Company shall pay to Mr. Sapre, the remuneration by

way of salary, bonus and other allowances not exceeding the limits speciﬁed under Section II of Part II of Schedule V of the

Companies Act, 2013 (including any statutory modiﬁcations or re-enactments thereof, for the time being in force) or such

other limits as may be prescribed by the Central Government from time to time as minimum remuneration.

RESOLVED FURTHER THAT Mr. Sunil Sapre be authorized to exercise the following powers:

A. Subject to the superintendence, control and direction of the Board of Directors of the Company, Mr. Sapre so long

as he holds the position of the Executive Director of the Company shall have the general authority for conduct and

management of the whole of business and aﬀairs of the Company except in the matters which may be speciﬁcally

required to be done by the Board either pursuant to the Companies Act, 2013 or by the Articles of Association of the

Company.

B. Mr. Sapre, Executive Director shall exercise and perform such powers and duties as the Board of Directors of the

Company may from time to time determine and shall also do and perform all other acts and things which in the ordinary

course of business he may consider necessary or proper or in the interest of the Company and in particular but without in

any way restricting the general powers and authorities hereinbefore conferred upon, Mr. Sapre, Executive Director shall in

particular have the following powers on behalf of the Company:

1\ To manage, conduct and transact day-to-day business, aﬀairs and operations of the Company including power to

enter into contracts and to vary and rescind them;

2\ To enter into and become party to and to sign and execute all deeds, instruments, contracts, receipts and all other

documents or writings on behalf of the Company whether statutory or otherwise;

3\ To become party to and to present for registration and admit execution of and to do every act, matter or thing

necessary or proper to enable registration on behalf of the Company of all deeds, instruments, contracts, agreements,

receipts and all other documents whatsoever;

4\ To convene meetings of the Board of Directors, Committees of the Board and the General or Extraordinary General

Meetings of the Members;

5\ To insure and keep insured Company’s properties, buildings, machinery, plants, materials, equipment and all other

properties of the Company, movable or immovable either lying in the oﬃces, or elsewhere or in transit for import

against loss or damage by ﬁre or other risks and to sell, assign, surrender or discontinue any of the insurances eﬀected

in pursuance of this;

6 \ To incur expenses as may be necessary to maintain oﬃces and other buildings and otherwise deal with the Company’s

properties, articles or things or for the purposes of the business of the Company;

7\ To raise or borrow (otherwise than by way of debentures/ deposits) from time to time on behalf of the Company,

funds not exceeding Rupees Fifty Crores between two consecutive Board Meetings;

8\ To invest and deal with the moneys of the Company not exceeding Rupees Fifty Crores between two consecutive

Board Meetings or to deposit the same with banks and from time to time to realize and vary such investments;

9\ To make loans, provide guarantee or give security for the amount not exceeding Rupees Fifty Crores between two

consecutive Board Meetings;

10\ To operate upon and close accounts current, ﬁxed or otherwise with any bank or bankers, merchant or merchants or

with any company or companies, ﬁrm or ﬁrms, individual or individuals and to pay moneys into and to draw moneys

from any such account or accounts from time to time;

11\ To enter into Foreign Currency contracts for hedging the Company’s underlying outstanding export and import

exposures and other outstanding foreign currency liabilities;

12\ To attend any general meeting of any of the companies in which the Company holds shares or is a member or any

adjournment thereof and to exercise all the rights and powers of a member on behalf of the Company in the same

manner as the Company could exercise if it were personally present as an individual member of such company /

companies, including the right to appointment one or more proxies to attend and vote at any of the general meetings;

13\ To appoint or employ for the Company’s transactions and management of aﬀairs and from time to time to discharge

or remove or suspend or re-appoint and re-employ or replace managers, oﬃcers, employees and other members

of the staﬀ of the Company, bankers, all kinds of agents, brokers, advocates, solicitors, pleaders, lawyers, engineers,

technicians and experts with such powers and duties and upon such terms as to duration of employment,

remuneration or otherwise;

14\ To incur such expenses, in unavoidable situations and exigencies, as may deem expedient for business purposes

subject to ratiﬁcation by the Board of Directors;

15\ To make applications to various government, semi-government and local authorities and to execute requisite

declarations, statements and other documents, on behalf of the Company, for any permissions, licenses, and

registrations, and enhance or modify the application that are necessary for the Company for carrying out the day

to day aﬀairs of the Company and to comply with and / or cause to be complied with all statutory requirements

aﬀecting the Company and to represent the Company before any Government, courts of law, civil, criminal, industrial

or labour, revenue or before all conciliators, other public oﬃcers, authorities, bodies or tribunals in connection

with all suits, actions, petitions, appeals and other legal or other proceedings and matters whether civil, criminal,

revenue, industrial or labour in which the Company may be concerned or interested whether as plaintiﬀs, defendants,

petitioners, appellants, respondents, opponents, prosecutors, opposing creditors or in any other capacity whatsoever

or otherwise howsoever and in all matters in anywise concerning the business aﬀairs and properties of the Company

and to appear and to represent the Company in all actions, suits, appeals, petitions, and other proceedings under all

Acts or enactments of the Parliament of India or of any State Legislature and to aﬃrm, declare and sign all pleadings

applications, petitions, statements, memoranda of appeal, aﬃdavits, documents, acknowledgments and papers in

connection therewith and to appear and to represent the Company before all oﬃcers, authorities, bodies or tribunals

under any of the said Acts or enactments;

16\ To apply for and obtain copies of returns of Income/ Wealth tax statements, refund orders, depositions,

correspondence, proceedings, assessment orders, appellate orders or orders of tax / in land revenue authorities on

the Company’s behalf herein and to carry on all correspondence and also apply for extension of time, accept notices,

assessment orders, appellate orders, revision orders, tribunal judgment etc., on behalf of the Company;

17\ To institute, defend, prosecute, conduct, compound, refer to arbitration and abandon and to compromise legal or

other proceedings, claims and disputes by or against the Company or in which the Company may be concerned or

interested;

18\ To collect, ask, demand, sue or recover and receive from all persons, ﬁrms, companies, societies including the

Government, its agents and servants or local authorities in any part of the world, liable to pay, transfer and deliver the

same respectively all such sums of money, stocks, funds, interests, dividends, debts, dues, goods, eﬀects and things

now or hereafter to be owing or payable or belonging to the Company by virtue of any security or by right, title, ways

or means howsoever or upon any balance of accounts and upon receipt thereof to ask, demand, sue for, recover

and receive from persons or from everybody, political or corporate, whom it shall or may concern all sums of money,

debts, dues, chattels, eﬀects and things of whatsoever nature and description which now are or at any time or times

during the subsistence of these presents shall or may be or become owing, payable or belonging to the Company in

or by any right, title, ways or means howsoever;

19\ To protest unpaid bills, obtain declarations of bankruptcy from others, attend and vote at all meetings in all

bankruptcy, insolvency and liquidation or other proceedings in which the Company may be interested or concerned,

concur in or object to the appointment of trustees and members of committees of control and take part in the same,

and accept and repudiate composition whether judicial or otherwise;

20\ To engage, constitute appoint and remove advocates, attorneys, lawyers, pleaders or other authorities to advise

the Company, to prosecute or defend all proceedings in which the Company may be concerned and to advise the

Company on all legal and tax issues and in connection with any reference or proceedings in the Tribunals in the High

Court or other Court in connection with the above matters or in or about the premises and to sign vakalatnamas or

warrants to act or appeals in any such matters;

21\ To apply for, purchase or otherwise acquire any patents, copyrights, designs and inventions, licenses, concessions

and the like conferring any exclusive or non-exclusive or limited right to use or any secret or other information as to

any invention which may seems capable of being used for any of the Company’s purposes or the acquisition of which

may seem calculated directly or indirectly to beneﬁt the Company and in accordance with the terms if any of such

property rights or information so acquired to use, exercise, develop or grant licenses in respect of or otherwise turn to

account the property rights or information so acquired;

22\ To sign various applications, forms, returns or any other document to be ﬁled by the Company under the provisions of

Companies Act, 2013 by using Digital Signature Certiﬁcate; and

23\ To delegate from time to time as he thinks ﬁt to do, execute and perform all or any such matters and things as

aforesaid to other oﬃcers of the Company.

RESOLVED FURTHER THAT the Board of Directors through an in-person meeting or by way of circulation, be authorised

to add, delete or amend the powers and responsibilities of Mr. Sapre, as may be necessary from time to time, in the best

interest of the Company.

6\ To re-appoint Mr. Praveen Kadle, India (DIN: 00016814) as an Independent Director of the Company, not liable to retire

by rotation, to hold oﬃce for the second term of 5 (Five) consecutive years i.e., from April 23, 2025, to April 22, 2030

To consider and if thought ﬁt, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, and 152 read with Schedule IV and all other applicable

provisions of the Companies Act, 2013, and the Companies (Appointment and Qualiﬁcation of Directors) Rules, 2014

(including any statutory modiﬁcation(s) or re-enactment thereof for the time being in force) and Regulation 17 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, and Article 112 of the Articles of Association of the

Company and all other applicable provisions, if any, Mr. Praveen Kadle, India (DIN: 00016814), who has been appointed as

the Independent Director of the Company by the Members at the 30th Annual General Meeting of the Company to hold

oﬃce for the First term of 5 (Five) consecutive years till April 22, 2025 and in respect of whom, the Company has received

a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying his intention to propose

Mr. Kadle as a candidate for the oﬃce of a Director of the Company, be and is hereby re-appointed as an Independent

Director of the Company to hold oﬃce for the second term of 5 (Five) consecutive years i.e., from

April 23, 2025 to April 22, 2030; subject to Mr. Kadle satisfying the criteria of independence in terms of the Companies

Act, 2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,

and shall not be liable to retire by rotation.

7\ To appoint Ms. Anjali Joshi, USA (DIN: 10661577) as an Independent Director of the Company, not liable to retire by

rotation, to hold oﬃce for the term of 5 (Five) consecutive years i.e., from June 12, 2024, to June 11, 2029

To consider and if thought ﬁt, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, and 161 read with Schedule IV and all other

applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Qualiﬁcation of Directors) Rules,

2014 (including any statutory modiﬁcation(s) or re-enactment thereof for the time being in force) and Regulation 17 of the

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Article 112 of the Articles of Association

of the Company and all other applicable provisions, if any, Ms. Anjali Joshi, USA (DIN: 10661577) who was appointed as

an Additional Director (Independent Member) of the Company by the Board of Directors with eﬀect from June 12, 2024,

and who holds oﬃce till the date of the 34

Annual General Meeting and in respect of whom, the Company has received

a notice in writing from a member under Section 160 of the Companies Act, 2013 signifying her intention to propose Ms.

Joshi as a candidate for the oﬃce of a Director of the Company, be and is hereby appointed as an Independent Director

of the Company to hold oﬃce for the term of 5 (Five) consecutive years i.e., from June 12, 2024, to June 11, 2029; subject

to Ms. Joshi satisfying the criteria of independence during the tenure of her appointment in terms of the Companies Act,

2013, the Rules made thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and

shall not be liable to retire by rotation.

8\ To approve an amendment in the ‘Persistent Employee Stock Option Scheme 2014’ to increase the number of stock

options allocated to the ‘Persistent Employee Stock Option Scheme 2014’ (‘PESOS 2014’) by 1.6 million Stock Options

i.e., from 3.8 million Stock Options to 5.4 million Stock Options along with the procedural matters

To consider and if thought ﬁt, to pass the following resolution as a Special Resolution:

RESOLVED THAT in partial modiﬁcation of earlier special resolutions passed by the Members of the Company in the

33rd Annual General Meeting of the Company dated July 18, 2023 and through the Postal Ballot dated March 11, 2024,

amending the ‘Persistent Employee Stock Option Scheme 2014’ (‘PESOS 2014’), pursuant to the provisions of Regulation

6 and 7 of the Securities and Exchange Board of India (Share Based Employee Beneﬁts and Sweat Equity) Regulations

2021 read with all circulars and notiﬁcations issued thereunder (‘SEBI SBEB Regulations’), the relevant provisions of

the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the

provisions of the Section 62(1)(b) and other applicable provisions, if any, of the Companies Act, 2013 and Rules made

thereunder, the provisions of the Memorandum and Articles of Association of the Company, subject further to such other

approvals, permissions and sanctions as may be necessary, subject to such conditions and modiﬁcations as may be

prescribed or imposed while granting such approvals, permissions and sanctions, the approval of the Members be and is

hereby accorded to the amended PESOS 2014 being revised as follows:

\ To increase the aggregate number of employee stock options (‘Options’) as originally reserved thereunder from

3,800,000 (Three Million Eight Hundred Thousand) Options to 5,400,000 (Five Million Four Hundred Thousand)

Options by creating an additional 1,600,000 (One Million Six Hundred Thousand) Options for the grant to the eligible

employees of the Company and that of its subsidiary(ies), from time to time.

RESOLVED FURTHER THAT these can be distributed in one or more tranches, convertible into not exceeding 5,400,000

(Five Million Four Hundred Thousand) equity shares (‘Shares’) of the face value of ₹ 5 (Rupees Five Only) each fully paid-

up upon exercise of vested Options.

RESOLVED FURTHER THAT these additional options will be sourced by way of fresh issue and/or secondary acquisition,

through ‘PSPL ESOP Management Trust’ (‘Trust’) an irrevocable employee welfare trust set up by the Company for the

administration of the ESOP Schemes of the Company by either utilizing the funds available with the trust or loan to

be availed from the Company as may be required and in addition thereto, the shares held by the Trust due to lapses/

cancellations of options under any previous ESOP Schemes of the Company, if any shall be utilized to cater the

requirements under PESOS 2014 from time to time.

RESOLVED FURTHER THAT in reference to the Members’ approval obtained to the Resolution and Explanatory Statement

placed in the 33

Annual General Meeting with respect to PESOS 2014, the consent of the Members be and is hereby

accorded to retain the existing vesting criteria for the stock options being/to be granted under this scheme to the eligible

employees as under:

i. 100% of the options granted under PESOS 2014 shall have performance-based vesting;

ii. As regards the Company’s Performance Based Criteria:

\ The Revenue growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial year for

any vesting; and

\ The EPS growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial year for any

vesting;

iii. In addition to the above performance criteria for the Company, the individual performance of the eligible employee to

be considered.

RESOLVED FURTHER THAT in case of any corporate action(s) such as rights issues, bonus issues, merger and sale of

division, and others, if any additional Shares are required to be transferred by the Trust to the Option grantees for the

purpose of making a fair and reasonable adjustment to Options granted earlier, the proposed ceiling in terms of the

number of Options and Shares speciﬁed above shall be deemed to be increased to the extent of such additional Shares

required to be transferred.

RESOLVED FURTHER THAT in case the Shares of the Company are either sub-divided or consolidated, the number of

Options to be granted by the Company and Shares to be transferred by the Trust, shall automatically stand augmented or

reduced, as the case may be, in the same proportion as the present face value of ₹ 5 per Share shall bear to the revised

face value of the Shares of the Company after such sub-division or consolidation, and the ceiling in terms of the number

of Options and Shares speciﬁed above shall be deemed to be adjusted accordingly.

RESOLVED FURTHER THAT pursuant to the provisions of Regulation 6 of the SEBI (SBEB) Regulations, the shares that

can be acquired by way of secondary acquisition in any ﬁnancial year through the Trust by either utilizing its existing funds

or loan to be availed by the Company as may be required, under all the share-based employee beneﬁts schemes of the

Company including amended PESOS 2014 (collectively referred to as ‘Schemes’) shall not exceed the statutory ceiling

of 2% (two percent) of the paid-up equity capital of the Company as prescribed under Regulation 3(10) of SEBI SBEB

Regulations.

RESOLVED FURTHER THAT the Shares held by the Trust, acquired by way of secondary acquisition, under all the

Schemes at no time shall exceed the overall statutory ceiling of 5% (ﬁve percent) of the paid-up equity capital of the

Company as prescribed under Regulation 3(11) of SEBI SBEB Regulations.

RESOLVED FURTHER THAT the Company and the Trust shall conﬁrm to the accounting policies prescribed from time to

time under the SEBI SBEB Regulations and any other applicable laws and regulations to the extent relevant and applicable

to the amended PESOS 2014.

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the ‘Board’, which term

shall be deemed to include the Nomination and Remuneration Committee or any other relevant Committee of the Board,

which the Board has constituted to exercise its powers, including the powers conferred by this resolution and under

Regulation 5 of the SEBI SBEB Regulations) be and is hereby authorized for the purpose of giving eﬀect to this resolution

and to do all such acts, deeds, matters, and things including any eventual amendment to the deed of Trust, and sign

deeds, documents, letters, and such other papers as may be necessary, desirable and expedient, as it may in its absolute

discretion deem ﬁt or necessary or desirable for giving eﬀect to this resolution with power on behalf of the Company to

settle any questions, diﬃculties or doubts that may arise in this regard in conformity with the provisions of the Companies

Act, 2013, SEBI SBEB Regulations, the Memorandum and Articles of Association of the Company and other applicable

laws.

9\ To grant the Stock Options to the employees of subsidiary company(ies) of the Company under ‘Persistent Employee

Stock Option Scheme 2014’

To consider and if thought ﬁt, to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the provisions of Section 62(1)(b) and other applicable provisions, if any, of the Companies

Act, 2013 and the Rules made there under, pursuant to the provisions of Regulation 6(3)(c) of the Securities and

Exchange Board of India (Share Based Employee Beneﬁts and Sweat Equity) Regulations, 2021 read with all circulars

and notiﬁcations issued thereunder (‘SBEB Regulations’), the relevant provisions of the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the relevant provisions of the Memorandum

and Articles of Association of the Company and subject to the approval of the amended ‘Persistent Employee Stock

Option Scheme 2014’ (‘PESOS 2014’) as mentioned in item no. 8, subject further to such other approvals, permissions

and sanctions as may be necessary, subject to such conditions and modiﬁcations as may be prescribed or imposed while

granting such approvals, permissions and sanctions, approval of the Members be and is hereby accorded authorizing

the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any

committee, including the Nomination and Remuneration Committee or any other relevant Committee of the Board, which

the Board has constituted to exercise its powers, including the powers, conferred by this resolution) to oﬀer, grant, issue

and transfer from time to time, in one or more tranches of such number of employee stock options (‘Options’) under the

PESOS 2014 within the limit prescribed therein to the eligible employees of any subsidiary company(ies) of the Company

whether in or outside India, as may be decided under PESOS 2014, exercisable into a corresponding number of equity

shares of face value of ₹ 5 (Rupees Five Only) each fully paid-up, where one employee Stock Option would convert into

one equity share upon exercise and be transferred to the Option grantee by the PSPL ESOP Management Trust of the

Company, on such terms and in such manner as the Board/ Committee may decide in accordance with the provisions of

the applicable laws and the provisions of PESOS 2014 as amended.

By the order of the Board of Directors

Amit Atre

Company Secretary

Pune, June 12, 2024 ICSI Membership No.: ACS 20507

Persistent Systems Limited

CIN: L72300PN1990PLC056696

Registered Oﬃce

‘Bhageerath’, 402 Senapati Bapat Road

Pune 411 016, India

Tel.: +91 (20) 6703 0000

Fax: +91 (20) 6703 0008

E-mail: investors@persistent.com

Website: www.persistent.com

Notes

1\ Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013 (the ‘Act’), with respect to the Special

Business to be transacted at the Thirty-Fourth Annual General Meeting (the ‘Meeting/AGM’) is annexed hereto.

2\ The AGM will be held in hybrid mode i.e. in addition to holding this meeting at its Registered Oﬃce, the AGM shall also

be held in compliance with applicable provisions of the Companies Act, 2013, Rules made thereunder, read with General

Circulars issued by the Ministry of Corporate Aﬀairs (‘MCA’) having reference No. 14/2020, 17/2020, 20/2020, 10/2022,

dated April 8, 2020, April 13, 2020, May 5, 2020, December 28, 2022 along with subsequent circulars issued in this

regard, the latest being Circular No. 09/2023 dated September 25, 2023 (collectively referred to as ‘MCA Circulars’), and

the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015,

read with Circulars issued by the SEBI having reference No. SEBI/HO/CFD/CMD2/CIR/P/2022/62, SEBI/HO/CFD/PoD-

2/P/CIR/2023/4 dated May 13, 2022 and January 5, 2023, respectively and the latest being Circular No. SEBI/HO/CFD/

CFD-PoD-2/P/CIR/2023/167 dated October 7, 2023 (collectively referred to as ‘SEBI Circulars’)

These MCA and SEBI Circulars have permitted the holding of AGM through VC/OAVM, without the physical presence of

the Members at a common venue. In compliance with the provisions of the Act, SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), and MCA and SEBI Circulars, the AGM of the Company

is being held through VC/OAVM. In addition to this, the Members of the Company who wish to attend the meeting in

person may do so as per the instructions provided elsewhere/separately in this Notice.

3\ Pursuant to SS–2 i.e. Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of

India, the route map for reaching the Meeting venue showing the prominent landmarks is given elsewhere in this Notice.

Further, the Company has uploaded the above route map on its website at https://www.persistent.com/wp-content/

uploads/2024/06/route-to-34th-agm-venue.pdf

4\ The relevant details, pursuant to Regulations 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India,

in respect of Directors seeking appointment/ re-appointment at this AGM are annexed.

5\ For Members attending in-person: A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE

A MEMBER OF THE COMPANY. PROXY FORM, IN ORDER TO BE EFFECTIVE, MUST BE DULY FILLED, STAMPED,

SIGNED, AND DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURS BEFORE

THE COMMENCEMENT OF THE MEETING.

For Members attending through VC/OAVM: Since this AGM is being held also through VC/OAVM pursuant to the MCA

circulars, the facility for the appointment of proxies by the Members who will attend the meeting through these modes,

will not be available.

6\ A person can act as a proxy on behalf of members not exceeding ﬁfty and holding in the aggregate not more than

10 (Ten) percent of the total share capital of the Company carrying voting rights. A Member holding more than 10 (Ten)

percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such

person shall not act as a proxy for any other Member.

7\ Corporate Members intending to send their authorized representative to attend the Meeting in person or through

VC/OAVM are requested to send the Company a duly certiﬁed copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the Meeting.

8\ Members, attending the meeting in person are requested to bring their attendance slip to the Meeting.

9\ In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled

to vote.

10\ As a measure of austerity and green initiatives of the Company, copies of the Annual Report will not be distributed at the

Annual General Meeting.

11\ Relevant documents referred to in the accompanying Notice and the Statement are open for inspection by the Members

at the Registered Oﬃce of the Company on all working days, except Saturdays, during business hours up to the date

of the Meeting. Also, the electronic copy of the relevant documents referred to in the accompanying Notice and the

Statement will be made available for inspection by the Members through e-mail. The Members are requested to send an

email to investors@persistent.com for the same.

12\ Electronic copies of the Register of Directors and Key Managerial Personnel and their shareholding, maintained under

Section 170 of the Act, and the Register of Contracts or arrangements in which the Directors are interested maintained

under Section 189 of the Act will be available for inspection by the Members at the time of the Meeting.

13\ The Company has notiﬁed closure of the Register of Members and Share Transfer Books from Wednesday, July 10, 2024,

to Tuesday, July 16, 2024 (both days inclusive) for the purpose of AGM and payment of the Final Dividend of ₹ 10 per

equity share of ₹ 5 each subject to approval by the Members. The Final Dividend, if approved, will be paid within 30 days

from the date of approval/declaration to those Members whose names appear in the Register of Members as of

Tuesday, July 9, 2024 (‘Record Date’).

14\ Members desiring any information as regards ﬁnancial statements are requested to write to the Company by Friday,

July 12, 2024, so as to enable the management to keep the information ready.

15\ The Certiﬁcate from the Secretarial Auditors of the Company certifying that the Company’s previous Employees Stock

Option Schemes, Persistent Employee Stock Option Scheme 2014, and Employee Stock Option Plan 2017 (ESOP

Schemes) are being implemented in accordance with the SEBI (Share Based Employee Beneﬁts), Regulations, 2014,

SEBI (Share Based Employee Beneﬁts and Sweat Equity) Regulations, 2021, and in accordance with the resolution of the

Members passed at the general meetings will be available for inspection by the Members at the Annual General Meeting.

16\ In compliance with the aforesaid MCA Circulars and SEBI Circulars, Notice of the AGM along with the Annual Report

2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with

the Company/Depositories. Members may note that the Notice will be availabe at https://www.persistent.com/wp-

content/uploads/2024/06/agm-notice-2024.pdf and the Annual Report 2023-24 will also be available at https://www.

persistent.com/wp-content/uploads/2024/06/persistent-annual-report-2024.pdf as well as on the websites of the Stock

Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com,

respectively, and on the website of NSDL at https://www.evoting.nsdl.com

17\ Members attending the AGM in person and through VC/OAVM shall be counted together for the purpose of reckoning

the quorum under Section 103 of the Act.

18\ Members holding shares in the electronic form are requested to intimate any change in their address or bank mandates to

their Depository Participants immediately with whom they are maintaining their Demat accounts. Members holding shares

in the physical form are requested to advise any change in their address or bank mandates immediately to the Company/

Link Intime India Private Limited (Registrar and Share Transfer Agent of the Company) (‘Link Intime’).

To prevent fraudulent transactions, Members are advised to exercise due diligence and notify the Company of any change

in address or demise of any Member as soon as possible. Members are also advised not to leave their demat account(s)

dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and

holdings should be veriﬁed from time to time.

19\ In terms of the Circular No. SEBI/HO/MIRSD/MIRSD-PoD-1/P/CIR/2023/37 dated March 16, 2023 and SEBI/HO/

MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, the SEBI has mandated the submission of a Permanent

Account Number (PAN), Nomination, Contact details, Bank A/c details, and Specimen signature for their corresponding

folio numbers by every participant in the securities market. Members holding shares in electronic form are, therefore,

requested to submit their PAN to their Depository Participants with whom they are maintaining their Demat accounts.

Members holding shares in physical form can submit their PAN to the Company/Link Intime. The forms required

for submitting the necessary details are available for download at https://www.persistent.com/ investors/investors-

communication/notice-to-physical-shareholders/. Further, as mandated by SEBI, dividend shall be paid electronically

to the Members (holding shares in physical form) with eﬀect from April 1, 2024. Non-Resident Indian Members are

requested to inform their Depository Participant, immediately of:

a. Change in their residential status on return to India for permanent settlement

b. Particulars of their bank account maintained in India with complete bank name, branch, account type, account

number, and address of the bank with a pin code number, if not furnished earlier

The relevant FAQs are published by SEBI on its website and can be viewed at https://www.sebi.gov.in/sebi_data/

faqﬁles/jan-2024/1704433843359.pdf

20\ As per Regulation 40 of the SEBI Listing Regulations, as amended from time to time, the transfer, transmission, and

transposition of the securities of the listed entities shall be eﬀected only in dematerialized form. In view of this and to

eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in

physical form are requested to consider converting their holdings to dematerialized form. Members can contact the

Company or Link Intime India Private Limited (Company’s Registrars and Share Transfer Agent) for assistance in

this regard.

21\ As per the provisions of Section 72 of the Act, the facility for making nomination is available for the Members in respect

of the shares held by them. Members who have not yet registered their nomination are requested to register the same by

submitting Form No. SH-13. If a Member desires to opt out or cancel the earlier nomination and record a fresh nomination,

he/she may submit the same in Form ISR-3 or SH-14 as the case may be. The said forms can be downloaded from the

Company’s website at https://www.persistent.com/investors/investors-communication/notice-to-physical-shareholders/.

Members are requested to submit the said details to their DP in case the shares are held by them in dematerialized form

and to Link Intime in case the shares are held in physical form.

22\ Members who wish to claim dividends, that remained unclaimed, are requested to correspond to the Company at

‘investors@persistent.com’ or ‘companysecretary@persistent.com’. Members are requested to note that dividends

not encashed or claimed within seven years from the date of transfer to the Company’s Unpaid Dividend Account,

will be transferred to the Investor Education and Protection Fund (‘IEPF’) maintained by the Government of India. For

the dividend amounts that have already been transferred to the IEPF Account, the Member needs to approach the

Government authorities for the same and the procedure to avail of such dividend is available at http://www.iepf.gov.in/

IEPF/refund.html

23\ With a view to taking ‘Green Initiative in the Corporate Governance’ by allowing paperless compliance by the companies,

the Ministry of Corporate Aﬀairs (the ‘Ministry’) has allowed companies to share documents with Members through

electronic communication. It is a welcome move for society at large, as this will reduce paper consumption to a great

extent and allow the public at large to contribute towards a greener environment. This is a golden opportunity for every

Member to support the initiative of the Ministry.

To support the initiative of the Ministry and in view of the Persistent Green Movement, the Company will henceforth

propose to send documents to Members in electronic form, at the e-mail address provided by Members with their

respective depositories. In case, Members desire to have a diﬀerent e-mail address to be registered, they may

please update the same with their respective Depository Participant. Registering an e-mail address helps to receive

communication promptly, reduce paper consumption and save trees, eliminate wastage of paper, avoid loss of documents

in postal transit and save costs on paper and postage. The Company will also make available a copy of its Annual Report

and quarterly results on its website.

24\ Members are requested to communicate matters relating to shares and dividend matters to the Company’s Registrar and

Share Transfer Agent at the following address:

Link Intime India Private Limited (Unit: Persistent Systems Limited)

CIN – U67190MH1999PTC118368

Block No. 202, Second Floor, Akshay Complex, Oﬀ Dhole Patil Road, Pune 411 001, India

Tel.: +91 (20) 2616 0084/2616 1629/2616 3503

E-mail: [email protected] | Website: www.linkintime.co.in

25\ Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of Members and the Company is required

to deduct tax at source from the dividend paid to Members at the prescribed rates. For the prescribed rates for various

categories, the Members are requested to refer to the Finance Act, 2020 and amendments thereof.

The Members are requested to update their PAN with the Company/Link Intime India Private Limited (in case of shares

held in physical mode) and depositories (in case of shares held in Demat mode).

A resident individual Member with PAN whose income does not exceed maximum amount not chargeable to tax or who is

not liable to pay income tax, as the case may be, can submit a yearly declaration in Form No. 15G/15H, to avail the beneﬁt

of non-deduction of tax at source. Members can submit their tax exemption forms directly on the portal of

M/s. Link Intime India Private Limited, Registrar and Share Transfer Agent of your Company.

The requisite form for claiming tax exemption can be downloaded from Link Intime’s website. The URL for the same is

as under: https://www.linkintime.co.in/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://liiplweb.linkintime.co.in/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.

1\ Select the company (Dropdown)

2\ Folio/DP-Client ID

3\ PAN

4\ Financial year (Dropdown)

5\ Form selection

\ Document attachment – 1 (PAN)

\ Document attachment - 2 (Forms)

\ Document attachment - 3 (Any other supporting document)

Please note that the upload of documents (duly completed and signed) on the website of Link Intime India Private Limited

should be done 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.

Non-resident Members can avail of beneﬁcial rates under a tax treaty between India and their country of residence,

subject to providing necessary documents i.e. No Permanent Establishment and Beneﬁcial Ownership Declaration, Tax

Residency Certiﬁcate, Form 10F, any other document which may be required to avail the tax treaty beneﬁts. Please note

that the Members who have PAN may not be eligible for DTAA beneﬁts if the e-ﬁled Form 10F is not furnished.

26\ Information and other instructions relating to e-voting and joining the Meeting through VC/OAVM are as follows:

A. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the

commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at

the AGM through VC/OAVM will be made available for 1,000 members on a ﬁrst come ﬁrst served basis. This will

not include large Members (Members holding 2% or more shareholding), Promoters, Institutional Investors, Directors,

Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and

Stakeholders Relationship and ESG Committee, Statutory Auditors and Secretarial Auditors, etc. who are allowed to

attend the AGM without restriction on account of ﬁrst come ﬁrst served basis.

B. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies

(Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations &

Disclosure Requirements) Regulations, 2015 (as amended), and the MCA Circulars the Company is providing facility

of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the

Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting

through electronic means, as the authorized agency. The facility of casting votes by a member using a remote e-voting

system as well as venue voting on the date of the AGM will be provided by NSDL.

C. In line with the MCA Circulars the Notice calling the AGM has been uploaded on the website of the Company at

https://www.persistent.com/wp-content/uploads/2024/06/agm-notice-2024.pdf The Notice can also be accessed

from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at

www.bseindia.com and www.nseindia.com respectively and the AGM Notice is also available on the website of NSDL

(agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

D. The Members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled

to cast their vote again. In case any Member casts his/her vote through voting to be conducted at the time of the

Meeting in addition to remote e-voting, his voting through remote e-voting shall be considered as ﬁnal, and a vote

cast through voting at the time of the Meeting shall be considered as invalid.

E. Voting rights shall be reckoned on the number of shares registered in the name of the Member/Beneﬁcial Owner (in

case of electronic shareholding) as on the cut-oﬀ date i.e. Tuesday, July 9, 2024.

F. A person, whose name is recorded in the Register of Members or in the Register of Beneﬁcial Owners maintained by

the Depositories as of the cut-oﬀ date i.e Tuesday, July 9, 2024 only, shall be entitled to avail the facility of remote

e-Voting/e-Voting at the time of the Meeting.

G. The remote e-voting period commences from 0900 Hrs. (IST) on Thursday, July 11, 2024 and ends on Monday, July

15, 2024, at 1700 Hrs. (IST). During this period, Members of the Company, holding shares either in physical form or in

dematerialized form, as on the cut-oﬀ date of Tuesday, July 9, 2024, may cast their vote by remote e-voting.

The remote e-voting module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by

the Member, the Member shall not be allowed to change it subsequently. The voting rights of Members shall be in

proportion to their share in the paid-up equity share capital of the Company as of the cut-oﬀ date.

H. Members who would like to express their views/have questions to be asked at the AGM may register themselves as a

speaker by sending their request from their registered email address mentioning their name, DP ID and Client ID/ Folio

Number, PAN, Mobile Number at investors@persistent.com before Friday, July 12, 2024. Those Members who have

registered themselves as speaker will be allowed to express their views/ask questions during the AGM. The Company

reserves the right to restrict the number of speakers depending on the availability of time for this slot at the AGM.

I. The Board of Directors has appointed M/s. SVD & Associates, Practicing Company Secretaries, Pune [(represented

by Mr. Sridhar Mudaliar (FCS 6156, COP 2664) or failing him, Ms. Sheetal Joshi (FCS 10480, COP 11635)] as the

Scrutinizers to scrutinize the remote e-Voting process in a fair and transparent manner and they have communicated

their willingness to be appointed and will be available for the same purpose. The Scrutinizer shall, immediately after the

conclusion of e-Voting at the time of the AGM, unblock the votes cast through remote e-Voting/e-Voting at the time

of AGM and make, not later than 2 working days of the conclusion of the AGM, a consolidated Scrutinizer’s Report of

the total votes cast in favor or against, if any, to any of the Executive Directors of the Company, who shall countersign

the same and declare the result of the voting forthwith.

J. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company

(www.persistent.com) and on the website of NSDL https://www.evoting.nsdl.com immediately after the declaration of

result to any of the Executive Directors of the Company. The results shall also be immediately forwarded to

BSE Limited and National Stock Exchange of India Limited where the shares of the Company are listed.

K. Any person holding shares in physical form and non-individual Members / Shareholders, who acquires shares of the

Company and becomes a member of the Company after the Notice is sent through e-mail and holding shares as of

the cut-oﬀ date i.e., Tuesday, July 9, 2024, may obtain the login ID and password by sending a request at

ev[email protected] or Issuer/ RTA. However, if you are already registered with NSDL for remote e-voting, then you can

use your existing user ID and password for casting your vote. If you forgot your password, you can reset your password

by using ‘Forgot User Details/Password’ or ‘Physical User Reset Password’ option available on www.evoting.nsdl.com

or call on toll-free no. 1022 - 4886 7000. In case of Individual Members holding securities in demat mode who acquire

shares of the Company and become a Member of the Company after sending of the Notice and holding shares as of

the cut-oﬀ date i.e., Tuesday, July 9, 2024, may follow steps mentioned in the Notice of the AGM under “Access to

NSDL e-Voting system”.

L. e-Voting Event Number (’EVEN’) of the Company is 128874.

The instructions for members for remote e-Voting and joining the AGM are as under:

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

A. Login method for e-voting and joining virtual meeting for Individual Shareholders / Members holding securities in

demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual

Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with

Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their

demat accounts in order to access the e-voting facility.

Type of shareholders

Individual Shareholders

holding securities in demat

mode with NSDL.

1\ Existing IDeAS user can visit the e-Services website of NSDL Viz. https://eservices.nsdl.com

either on a Personal Computer or on a mobile. On the e-Services home page click on the

“Beneﬁcial Owner” icon under “Login” which is available under ‘IDeAS’ section , this will prompt

you to enter your existing User ID and Password. After successful authentication, you will be

able to see e-Voting services under Value added services. Click on “Access to e-Voting” under

e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting

service provider i.e. NSDL and you will be re-directed to e-Voting website of NSDL for casting

your vote during the remote e-Voting period or joining virtual meeting & voting during the

meeting.

2\ If you are not registered for IDeAS e-Services, option to register is available at https://eservices.

nsdl.com. Select “Register Online for IDeAS Portal” or click at https://eservices.nsdl.com/

SecureWeb/IdeasDirectReg.jsp

3\ Visit the e-Voting website of NSDL. Open web browser by typing the following URL:

https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the

home page of e-Voting system is launched, click on the icon “Login” which is available under

‘Shareholder /Member’ section. A new screen will open. You will have to enter your User ID (i.e.

your sixteen digit demat account number hold with NSDL), Password / OTP and a Veriﬁcation

Code as shown on the screen. After successful authentication, you will be redirected to NSDL

Depository site wherein you can see e-Voting page. Click on company name or e-Voting service

provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote

during the remote e-Voting period or joining virtual meeting & voting during the meeting.

4\ Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facility by

scanning the QR code mentioned below for seamless voting experience. NSDL Mobile App is

available on::

Apple Store Google Play

Individual Shareholders

holding securities in demat

mode with CDSL

1\ Users who have opted for CDSL Easi / Easiest facility, can login through their existing user

id and password. Option will be made available to reach e-Voting page without any further

authentication. The users to login Easi /Easiest are requested to visit CDSL website

www.cdslindia.com and click on login icon & New System Myeasi Tab and then user your

existing my easi username & password.

2\ After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible

companies where the evoting is in progress as per the information provided by company. On

clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service

provider for casting your vote during the remote e-Voting period or joining virtual meeting &

voting during the meeting. Additionally, there is also links provided to access the system of all

e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website

directly.

3\ If the user is not registered for Easi/Easiest, option to register is available at CDSL website

www.cdslindia.com and click on login & New System Myeasi Tab and then click on registration

option.

4\ Alternatively, the user can directly access e-Voting page by providing Demat Account Number

and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will

authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat

Account. After successful authentication, user will be able to see the e-Voting option where

the evoting is in progress and also able to directly access the system of all e-Voting Service

Providers.

Individual Shareholders

(holding securities in demat

mode) login through their

depository participants

You can also login using the login credentials of your demat account through your Depository

Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to

see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository

site after successful authentication, wherein you can see e-Voting feature. Click on company name

or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for

casting your vote during the remote e-Voting period or joining virtual meeting & voting during the

meeting.

Important note: Important note: Members who are unable to retrieve User ID/ Password are advised to use Forgot User ID

and Forgot Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through

Depository i.e. NSDL and CDSL

Individual Shareholders holding

securities in demat mode with NSDL

Members facing any technical issue in login can contact NSDL helpdesk by sending a

request at e[email protected] or call at 022 - 4886 7000

Individual Shareholders holding

securities in demat mode with CDSL

Members facing any technical issue in login can contact CDSL helpdesk by sending a

request at helpdesk.e[email protected] or contact at toll free no. 1800 22 55 33

B. Login Method for e-Voting and joining virtual meeting for Shareholders / Members other than Individual

Shareholders / Members holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1\ Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/

either on a Personal Computer or on a mobile.

2\ Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/

Member’ section.

3\ A new screen will open. You will have to enter your User ID, your Password/OTP and a Veriﬁcation Code as shown on

the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with

your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting

and you can proceed to Step 2 i.e. Cast your vote electronically.

4\ Your User ID details are given below:

Manner of holding shares i.e.

Demat (NSDL or CDSL) or Physical Your User ID is:

a. For Members who hold shares in

demat account with NSDL.

8 Character DP ID followed by 8 Digit Client ID

For example if your DP ID is IN300*** and Client ID is 12****** then your user ID is

IN300***12******.

b. For Members who hold shares in

demat account with CDSL.

116 Digit Beneﬁciary ID

For example if your Beneﬁciary ID is 12************** then your user ID is

12**************

c. For Members holding shares in

Physical Form.

EVEN Number followed by Folio Number registered with the company

For example if folio number is 001*** and EVEN is 128874 then user ID is 128874001***

5\ Password details for shareholders other than Individual shareholders are given below:

a. If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

b. If you are using NSDL e-Voting system for the ﬁrst time, you will need to retrieve the ‘initial password’ which was

communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the

system will force you to change your password.

c. How to retrieve your ‘initial password’?

i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is

communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the

email and open the attachment i.e. a .pdf ﬁle. Open the .pdf ﬁle. The password to open the .pdf ﬁle is your 8

digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in

physical form. The .pdf ﬁle contains your ‘User ID’ and your ‘initial password’.

ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders

whose email ids are not registered.

6\ If you are unable to retrieve or have not received the ‘Initial password’ or have forgotten your password:

a. Click on ‘Forgot User Details/Password?’ (If you are holding shares in your demat account with NSDL or CDSL)

option available on www.evoting.nsdl.com.

b. ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on

www.evoting.nsdl.com.

c. If you are still unable to get the password by aforesaid two options, you can send a request at e[email protected]

mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

d. Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of

NSDL

7\ After entering your password, tick on Agree to ‘Terms and Conditions’ by selecting on the check box.

8\ Now, you will have to click on ‘Login’ button.

9\ After you click on the ‘Login’ button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1\ After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares and

whose voting cycle and General Meeting is in active status.

2\ Select ‘EVEN’ of Company for which you wish to cast your vote during the remote e-Voting period and casting your vote

during the General Meeting. For joining virtual meeting, you need to click on ‘VC/OAVM’ link placed under

‘Join General Meeting’.

3\ Now you are ready for e-Voting as the Voting page opens.

4\ Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you

wish to cast your vote and click on ‘Submit’ and also ‘Conﬁrm’ when prompted.

5\ Upon conﬁrmation, the message ‘Vote cast successfully’ will be displayed.

6\ You can also take the printout of the votes cast by you by clicking on the print option on the conﬁrmation page.

7\ Once you conﬁrm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders / Members

1\ Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG

Format) of the relevant Board Resolution / Authority letter etc. with attested specimen signature of the duly authorized

signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cs@svdandassociates.com with a copy marked to

ev[email protected].

2\ It is strongly recommended not to share your password with any other person and take utmost care to keep your

password conﬁdential. Login to the e-Voting website will be disabled upon ﬁve unsuccessful attempts to key in the

correct password. In such an event, you will need to go through the ‘Forgot User Details/Password?’ or ‘Physical User

Reset Password?’ option available on www.evoting.nsdl.com to reset the password.

3\ In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual

for Shareholders available at the download section of www.evoting.nsdl.com or call on: 022 - 4886 7000 or send a

request at e[email protected]

Process for those Shareholders / Members whose email ids are not registered with the depositories for procuring user id

and password and registration of e mail ids for e-Voting for the resolutions set out in this notice:

1\ In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned copy of the share

certiﬁcate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of

Aadhar Card) by email to invest[email protected].

2\ In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 digit beneﬁciary ID), Name,

client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR

(self attested scanned copy of Aadhar Card) to investors@persistent.com. If you are an Individual shareholder holding

securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for

e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

3\ Alternatively Shareholders / Members may send a request to e[email protected] for procuring user id and password for

e-Voting by providing above mentioned documents.

4\ In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual Members

holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and

Depository Participants. Members are required to update their mobile number and email ID correctly in their demat

account in order to access e-Voting facility.

The instructions for Shareholders / Members for e-Voting on the day of the AGM are as under:

1\ The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e- Voting.

2\ Only those shareholders, who will be present in the AGM through VC/OAVM facility and have not casted their vote on

the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through

e-Voting system in the AGM.

3\ Members who have voted through Remote e-Voting will be eligible to attend the AGM. However, they will not be eligible

to vote at the AGM.

4\ The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of

the AGM shall be the same person mentioned for Remote e-Voting.

Instructions for Shareholders / Members for attending the AGM through VC/OAVM are as under:

1\ Shareholders will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system.

Members may access by following the steps mentioned above for Access to NSDL e-Voting system. After successful

requested to click on VC/OAVM link placed under Join General Meeting menu. The link for VC / OAVM will be available

in shareholder login where the EVEN of Company will be displayed. Please note that the members who do not have the

User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the

remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2\ Shareholders are encouraged to join the Meeting through Laptops for a better experience.

3\ Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during

the meeting.

4\ Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile

Hotspot may experience Audio/Video loss due to ﬂuctuation in their respective network. It is therefore recommended to

use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid glitches.

The miscellaneous notes to the ordinary business are as under:

1\ There were no qualiﬁcations reported by the Statutory Auditors on the Standalone and Consolidated ﬁnancial statements

as of March 31, 2024.

2\ The auditors have neither emphasized any signiﬁcant matter nor raised concerns over the company’s internal ﬁnancial

controls and hence, there is no adverse impact on the ﬁnancial statements of the Company.

3\ The Company has neither incurred any losses during the year nor defaulted in paying debt obligations during the year.

4\ There were no material variations in the accounting policies of the Company.

5\ There were no structural shifts in key ﬁnancial indicators of the Company.

6\ There were no exceptional write-oﬀs reported in the ﬁnancial statements of the Company.

7\ The Company has complied with the provisions of related party transactions including loans, recievables, and royalty

payments to the extent applicable.

8\ There was no material impact reported in the ﬁnancial statement of the Company towards contingent liabilities or

litigations of the Company.

Explanatory Statement — Pursuant to Section 102 of the Companies Act, 2013 and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015]

The following Explanatory Statement sets out material facts relating to the Ordinary Business item no.4 and Special Business

Item no. 5 to 9 of the accompanying Notice:

Item no. 4: To appoint a director in place of Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires by

rotation and has conﬁrmed his eligibility and willingness to accept the oﬃce, if re-appointed

In terms of Section 160 of the Companies Act, 2013, Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires

by rotation at this meeting, and being eligible for re-appointment has conﬁrmed his eligibility and willingness to hold the

oﬃce as an Executive Director of the Company till September 30, 2024, on the same terms and conditions as approved by

the Members at the 31

Annual General Meeting.

The Brief Proﬁle of Mr. Sapre and other details are covered below in the Explanatory Statement of Item No. 5 of this Notice.

Item no. 5: To re-appoint Mr. Sunil Sapre, India (DIN: 06475949) as an Executive Director of the Company, liable to

retire by rotation, to hold oﬃce for the term of 3 (Three) months till his superannuation i.e., from October 1, 2024, to

December 31, 2024

Mr. Sunil Sapre (DIN: 06475949) was appointed as the Executive Director of the Company by the Members of the Company,

in its 31

Annual General Meeting with eﬀect from January 27, 2021, up to September 30, 2024. Accordingly, his term of

appointment will end on September 30, 2024.

The Nomination and Remuneration Committee of the Board after taking into account the performance evaluation of

Mr. Sapre has recommended the Board to consider the re-appointment of Mr. Sapre as the Executive Director of the

Company i.e., from October 1, 2024, to December 31, 2024, in view of his upcoming superannuation. Accordingly, the Board

of Directors on June 7, 2024, recommended to the Members the re-appointment of Mr. Sapre as an Executive Director of the

Company from October 1, 2024, till December 31, 2024, for their approval in this Annual General Meeting.

In terms of Section 152 of the Companies Act, 2013, Mr. Sapre will be liable to retire by rotation.

The re-appointment has been recommended by the Nomination and Remuneration Committee and according to the

Companies (Amendment) Act, 2017. Hence, there is no need to deposit ₹ 100,000 under Section 160 of the Companies Act,

2013.

The proposed re-appointment is on the following terms and conditions:

a. Period of re-appointment - From October 1, 2024, till attaining superannuation i.e., till December 31, 2024.

b. Details of remuneration - As provided in Item No. 5 of the Notice

c. Mr. Sapre shall perform such duties as shall from time to time entrusted to him, subject to superintendence, guidance and

control of the Board of Directors and he shall perform such other duties as shall from time to time be entrusted to him by

the Board of Directors, as detailed in Item No. 5 in the Notice.

In terms of the provisions of the Companies Act, 2013 and the Rules made thereunder, the re-appointment of the Executive

Director and payment of remuneration to him is required to be approved by the Members of the Company.

The copies of the relevant resolution of the Board of Directors with respect to the re-appointment is available for inspection

by the Members at the Registered Oﬃce of the Company during the working hours on any working day till the date of the

Annual General Meeting.

Brief Proﬁle of Mr. Sunil Sapre

Mr. Sapre has 34 years of experience in the areas of corporate ﬁnance, accounting, tax, ﬁnancial planning and analysis, risk

management, and merger & acquisition diligence and integration. Prior to joining Persistent in June 2015, he worked with L&T

Group in various functions and his most recent role was with L&T lnfotech where he spent 14 years as the Head of Finance and

Accounts for global operations.

Mr. Sapre is associated as a Board Member with MCCIA Electronic Cluster Foundation, a subsidiary of Mahratta Chamber

of Commerce Industries and Agriculture, Pune. Also, he is not holding any whole-time directorship apart from Persistent

Systems Limited.

He holds a bachelor’s degree in Commerce and is a member of the Institute of Chartered Accountants of India (ICAI).

Mr. Sapre is married to Dr. Asha and they have a son.

Other details of Mr. Sapre are as follows:

Name of the Director Mr. Sunil Sapre

Father’s Name Mr. Yeshwant Sapre

Date of Birth/Age December 25, 1964 / 59 years

Date of ﬁrst appointment (as a Director) January 27, 2018

Total Tenure in the Company ~ 9 years

Expertise in speciﬁc functional area 1\ Financial and Operational Management

2\ Strategy and planning;

3\ Treasury management taxation expertise;and

4\ Governance, Compliance and Audit purview

Qualiﬁcation 1\ Bachelor's Degree in Commerce

2\ Member of the Institute of Chartered Accountants of India

(ICAI)

Shareholding in the Company of the Director (including

shareholding as a beneﬁcial owner

)

1,43,600 equity shares of INR 5 each (0.0932% of share capital)

Shareholding in the Company of the spouse and immediate

relatives of the Director

Refer Note No.1 below

No. of Board meetings attended during the Financial Year 2023-24 During the Financial Year 2023-24, there were 7 (Seven) Board

Meetings and he attended all of them

Chairman/Member of the Committee of the Board of Directors of

the Company

Member in the following Committees:

1\ Risk Management Committee

2\ Stakeholders Relationship and ESG Committee

3\ Executive Committee

List of Directorships in listed entities and the membership of

Committees of the board [along with listed entities from which

the person has resigned in the past three years]

List of outside Directorships held

Subsidiaries of the Company

1\ Persistent Systems UK Limited, UK

2\ Aepona Group Limited, Ireland

3\ Persistent Systems Germany GmbH, Germany

4\ Persistent Systems Lanka (Private) Limited,

Sri Lanka

5\ Persistent Systems Israel Limited, Israel

6\ Persistent Systems Mexico, S.A. de C.V., Mexico

7\ Persistent Systems Switzerland AG, Switzerland

8\ Capiot Software Private Limited, India

9\ Persistent Systems Poland Spolka z.o.o

Other Directorship/Trusteeship:

10\ Persistent Foundation (Public Charitable Trust)

11\ MCCIA Electronics Cluster Foundation

(Special Purpose Vehicle)

Chairman/Member of the Committee of Directors of other Public

Limited Companies in which he is a Director

Relationship with other Directors or Key Managerial Personnel of

the Company inter-se

Skills and capabilities required for the role and the manner in

which the proposed person meets such requirements

Mr. Sapre possesses skills in strategic planning, ﬁnancial,

regulatory / taxation matters, Treasury management, Merger

and acquisitions, corporate governance etc. In view of these, the

re-appointment of Mr. Sapre as an Executive Director is in the

interest of the Company.

As of June 12, 2024

Note 1: Details of Shareholding of Mr. Sapre jointly held with spouse/immediate relative

Sr. No. Name of immediate relative No. of shares % of shareholding

Dr. Asha Sunil Sapre 143,400 0.0932

Mr. Yeshwant Sapre 200 0.00

Total 143,600 0.0932

In the opinion of the Board, Mr. Sapre possesses the appropriate skills, experience, and knowledge as necessary to hold the

oﬃce as an Executive Director of the Company.

Except for Mr. Sapre, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way,

concerned or interested, ﬁnancially or otherwise, in the said resolution.

The Board of Directors of your Company is of the opinion that the re-appointment of Mr. Sapre as the Executive Director of

the Company would be beneﬁcial to the Company and hence recommends the Resolution at Item No. 5 for the approval of

the Members as an Ordinary Resolution.

Item no. 6: To re-appoint Mr. Praveen Kadle, India (DIN: 00016814) as an Independent Director of the Company, not liable

to retire by rotation, to hold oﬃce for the second term of 5 (Five) consecutive years i.e., from April 23, 2025, to April 22,

2030

Mr. Praveen Kadle, India (DIN: 00016814) was appointed as the Independent Director of the Company by the Members of

the Company, in its 30th Annual General Meeting to hold the oﬃce for 5 (ﬁve) Consecutive years with eﬀect from

April 23, 2020, up to April 22, 2025. Accordingly, his term of appointment will end on April 22, 2025.

The Nomination and Remuneration Committee of the Board after taking into account the performance evaluation of Mr. Kadle

for his existing term and considering his knowledge, expertise, rich experience, and substantial contribution including time

commitment, has recommended the Board to consider the re-appointment of Mr. Praveen Kadle (DIN: 00016814) as the

Independent Director of the Company for the second term of 5 (Five) consecutive years i.e., from April 23, 2025, to

April 22, 2030, in view of the completion of his ﬁrst term on April 22, 2025, to ensure that there would be no gap between the

end of his existing term and the date of re-appointment for the second term pursuant to Regulation 17(1) of the SEBI (Listing

Obligation and Disclosure Requirements) Regulation, 2015 and amendments thereto from time to time. The Board of Directors

on June 12, 2024, recommended to the Members the re-appointment of Mr. Kadle as Independent Director of the Company

to hold oﬃce for the second term of 5 (Five) years i.e., from April 23, 2025, to April 22, 2030, for their approval in this

Annual General Meeting.

The Company has received a notice in writing under the provisions of Section 160 of the Act from a Member proposing the

candidature of Mr. Kadle for the oﬃce of Independent Director, to be re-appointed under the provisions of Section 149 of

the Act. The re-appointment is of an Independent Director and the same has been recommended by the Nomination and

Remuneration Committee and according to the Companies (Amendment) Act, 2017, there is no need to deposit ₹ 100,000

under Section 160 of the Act. Mr. Kadle is not disqualiﬁed from being appointed as a Director in terms of Section 164 of the

Act and has given his consent to act as a Director. Further, the Company has received a declaration from Mr. Kadle that he

is not debarred from being appointed as a Director by the SEBI, MCA, or any such authority and that he meets the criteria of

independence as prescribed both under Section 149(6) of the Act and the Listing Regulations.

He also holds valid registration under the Independent Director’s Database pursuant to the Notiﬁcation dated October

22, 2019, issued by the MCA. A draft copy of the letter of appointment of Mr. Kadle as an Independent Director of the

Company setting out the terms and conditions of his re-appointment, including remuneration, is available for inspection by

the Members without any fee at the Company’s Registered Oﬃce. The same is also uploaded on the Company’s website at

https://www.persistent.com/wp-content/uploads/2024/06/terms-of-appointment-of-independent-director-praveen-kadle.pdf

Brief Proﬁle of Mr. Praveen Kadle

Mr. Kadle holds a bachelor’s degree with Honours in Commerce from Bombay University since 1977. He is also an Associate

Member of the Institute of Chartered Accountants of India since 1981, a Member of the Institute of Cost and Management

Accountants of India since 1981, and Professionally qualiﬁed Company Secretary from the Institute of Company Secretaries of

India since 1983.

Mr. Kadle has about three decades of experience in ﬁnance, management, legal, merger and acquisition and strategic

planning. He has held various senior positions in Tata Group and has served as a Founding Managing Director of Tata Capital

Ltd for almost a decade and as an Executive Director (Corporate Aﬀairs) and Chief Financial Oﬃcer of Tata Motors Ltd.

Mr. Kadle is recipient of many prestigious recognitions and awards such as CFO of the year Award in the year 2004 and

2006, Best CFO in Auto Sector in the year 2007, Best CFO for the cost reduction in the year 2003, Induction into CFO -

Hall of Fame in 2008, “Indian Business Leader of the Year” in 2015 by ‘Horasis’, a Global Leadership Institute, Best Indian CEO

in ﬁnancial Services Sector by Finance Asia in 2017.

Mr. Kadle is married to Chetana, an accomplished artiste and they have a son.

Other details of Mr. Kadle are as follows:

Name of the Director Mr. Praveen Purushottam Kadle

Father’s Name Mr. Purushottam Venkatrao Kadle

Date of Birth/Age January 21, 1957 / 67 years

Date of First Appointment April 23, 2020

Expertise in speciﬁc functional area 1\ Large-scale global operations;

2\ Strategy and planning;

3\ Financial, Treasury management taxation expertise;and

4\ Governance, Compliance and Audit purview

Qualiﬁcation 1\ Bachelor’s degree with Honours in Commerce

2\ Associate Member of the Institute of Chartered Accountants

of India

3\ Member of the Institute of Cost and Management

Accountants of India

4\ Professionally qualiﬁed Company Secretary from the Institute

of Company Secretaries of India

Shareholding in the Company of the Director (including

shareholding as a beneﬁcial owner

)

Nil

Shareholding in the Company of the spouse and immediate

relatives of the Director

Nil

No. of Board meetings attended during the Financial Year

2023-24

During the Financial Year 2023-24, there were 7 (Seven) Board

Meetings and he attended all of them

Chairman/Member of the Committee of the Board of Directors of

the Company

1\ Audit Committee - Chairman

2\ Risk Management Committee - Chairman

3\ Executive Committee - Member

4\ Investment Committee - Member

List of Directorships in listed entities and the membership of

Committees of the Board [along with listed entities from which

the person has resigned in the past three years]

Directorship of the following Listed Companies:

1\ Tide Water Oil Co India Limited

2\ John Cockerill India Limited

3\ Divgi Torqtransfer Systems Limited

4\ Atul Limited

Membership/Chairmanship of the Committees in the Listed

Companies:

1\ Tide Water Oil Co India Limited:

a. Nomination and Remuneration Committee-Member

b. Risk Management Committee-Member

c. CSR Committee - Chairman

2\ John Cockerill India Limited:

a. Audit Committee: Chairman

b. Risk Management Committee-Chairman

3\ Divgi Torqtransfer Systems Limited:

a. Stakeholder Relationship Committee - Chairman

b. Audit Committee - Member

c. Nomination & Remuneration Committee – Member

4\ Atul Limited:

Audit Committee - Member

List of outside Directorships held

1\ Tide Water Oil Co India Limited

2\ John Cockerill India Limited

3\ Divgi Torqtransfer Systems Limited

4\ Atul Limited

5\ Tata International Limited

6\ Shankar Mahadevan World of Art Private Limited

7\ Quantum Advisors Private Limited

8\ Prachetas Capital Private Limited

9\ Garware Fulﬂex India Private Limited

10\ Beam Global Spirits & Wine (India)Private Limited

11\ International Asset Reconstruction Company Private Limited

Others:

1\ Rithwik Foundation For Performing Arts

2\ Veedol UK Limited (Formerly Price Thomas Holdings Limited)

3\ Tata International Metals (Americas) Limited

4\ Shivakirth Realtors LLP

Chairman/Member of the Committee of Directors of other Public

Limited Companies in which he is a Director

Tata International Limited:

a. Risk Management Committee - Chairman

b. Audit Committee - Member

Relationship with other Directors or Key Managerial Personnel of

the Company inter-se

Skills and capabilities required for the role and the manner in

which the proposed person meets such requirements

Mr. Kadle possesses skills in strategic planning, ﬁnancial,

regulatory / legal matters, Treasury management, Merger and

acquisitions, corporate governance etc. In view of these, the

re-appointment of Mr. Kadle as an Independent Director is in the

interest of the Company.

As of June 12, 2024

In the opinion of the Board of Directors, Mr. Kadle fulﬁlls the conditions for his re-appointment as an Independent Director

as per the statutory requirements. He is independent of management and possesses appropriate skills, experience, and

knowledge.

Except for Mr. Kadle, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way,

concerned or interested, ﬁnancially or otherwise, in the said resolution.

The Board of Directors of your Company is of the opinion that the re-appointment of Mr. Kadle as an Independent Director of

the Company would be beneﬁcial to the Company and hence recommends the Resolution at Item no. 6 for the approval of

the Members as a Special Resolution.

Item no. 7: To appoint Ms. Anjali Joshi, USA (DIN: 10661577) as an Independent Director of the Company, not liable to retire

by rotation, to hold oﬃce for the term of 5 (Five) consecutive years i.e., from June 12, 2024, to June 11, 2029

The Board of Directors appointed Ms. Anjali Joshi, resident of California, USA (DIN: 10661577) as an Additional Director

(Independent Member) of the Company with eﬀect from June 12, 2024, pursuant to the provisions of Section 161 of the Act

read with Article 112 of the Articles of Association of the Company. Pursuant to the provisions of Section 161 of the Act,

Ms. Joshi will hold oﬃce up to the date of this 34

AGM.

The Company has received a notice in writing under the provisions of Section 160 of the Act from a member proposing

the candidature of Ms. Joshi for the oﬃce of Independent Director, to be appointed under the provisions of Section 149

of the Act. The appointment is of an Independent Director and the same has been recommended by the Nomination and

Remuneration Committee and according to the Companies (Amendment) Act, 2017, there is no need to deposit ₹ 100,000

under Section 160 of the Act. Ms. Joshi is not disqualiﬁed from being appointed as a Director in terms of Section 164 of the

Act and has given her consent to act as a Director. Further, the Company has received a declaration from Ms. Joshi that she

is not debarred from being appointed as a Director by the SEBI, MCA or any such authority and she meets the criteria of

independence as prescribed both under Section 149(6) of the Act and the Listing Regulations.

She also holds valid registration under the Independent Director’s Database pursuant to the Notiﬁcation dated October 22,

2019, issued by the MCA. A draft copy of the letter of appointment of Ms. Joshi as an Independent Director of the Company

setting out the terms and conditions of her appointment, including remuneration, is available for inspection by the Members

without any fee at the Company’s Registered Oﬃce. The same is also uploaded on the Company’s website at

https://www.persistent.com/wp-content/uploads/2024/06/terms-of-appointment-of-independent-director-anjali-Joshi.pdf

Brief Proﬁle of Ms. Anjali Joshi:

Ms. Anjali Joshi is an experienced technology and product leader and professional director with more than 30 years of

experience in engineering and product management and is based in Los Altos, California, USA. She received her B. Tech.

in Electrical Engineering from the Indian Institute of Technology, Kanpur, a Master’s in Computer Engineering from the

State University of New York, and a Master’s in Engineering Management from Stanford University. She was awarded the

Distinguished Alumna Award from the Indian Institute of Technology, Kanpur.

She is currently a director of Xero Inc. and LocoNav Inc. and was previously a director of Alteryx, Lattice Semiconductor,

Iteris, MobileIron, and McClatchy. Ms. Joshi holds advisory positions at the Markkula Center for Applied Ethics at Santa Clara

University, the National AI Institute for Exceptional Education at SUNY Buﬀalo, and Insight Partners in New York.

She spent 13 years in senior product leadership at Google where she was instrumental in building and scaling several products

including Search and Maps globally across internet, mobile, and video platforms. Before joining Google, Ms. Joshi held

engineering leadership positions at Covad Communications and Systems Engineering roles at AT&T Bell Labs.

Other details of Ms. Joshi are as follows:

Name of the Director

Ms. Anjali Joshi

Father’s Name

Mr. Ganesh Vishnu Joshi

Date of Birth/Age May 21, 1960/ 64 years

Date of First Appointment June 12, 2024

Expertise in speciﬁc functional area 1\ Large-scale global operations

2\ Strategy and planning

3\ Governance, Compliance and Audit purview

4\ Risk Management

Qualiﬁcation 1\ Bachelor of Technology in Electrical Engineering from the

Indian Institute of Technology, Kanpur

2\ Master of Computer Engineering from the State University of

New York

3\ Master of Engineering Management from Stanford University

Shareholding in the Company of the Director (including

shareholding as a beneﬁcial owner@)

Nil

Shareholding in the Company of the spouse and immediate

relatives of the Director

Nil

No. of Board meetings attended during the Financial Year

2023-24

Nil - Ms. Joshi was appointed as the Additional Director

(Independent Member) of the Company on June 12, 2024

Chairperson/Member of the Committee of the Board of Directors

of the Company

Nil - Ms. Joshi was appointed as the Additional Director

(Independent Member) of the Company on June 12, 2024

List of Directorships in listed entities and the membership of

Committees of the board [along with listed entities from which

the person has resigned in the past three years]

Nil

List of outside Directorships held

1\ Xero Inc. (US private limited company)

2\ LocoNav Inc. (US private limited company

Chairperson/Member of the Committee of Directors of other

Public Limited Companies in which he is a Director

Nil

Relationship with other Directors or Key Managerial Personnel of

the Company inter-se@

Not applicable

Skills and capabilities required for the role and the manner in

which the proposed person meets such requirements

Ms. Joshi possesses skills in strategic planning, Engineering

and Product Management, Large-scale Global Operations,

Governance and Compliance etc. In view of these, the

appointment of Ms. Joshi as an Independent Director is in the

interest of the Company.

@ As of June 12, 2024

In the opinion of the Board of Directors, Ms. Joshi fulﬁlls the conditions for her appointment as an Independent Director as per

the statutory requirements. She is independent of management and possesses appropriate skills, experience, and knowledge.

Except for Ms. Joshi, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way,

concerned or interested, ﬁnancially or otherwise, in the said resolution.

The Board of Directors of your Company is of the opinion that the appointment of Ms. Joshi as an Independent Director of the

Company would be beneﬁcial to the Company and hence recommends the Resolution at Item no. 7 for the approval of the

Members as a Special Resolution.

Item no. 8 and 9:

Background:

The Company has implemented the ‘Persistent Employee Stock Option Scheme 2014’ (‘PESOS 2014’) to provide incentives

to the select senior management to achieve the ambitious growth targets set by the Company motivating them to contribute

towards the growth and proﬁtability of the Company. The Company uses this Scheme to attract and retain the top talent in

the organisation who would contribute directly to the growth and proﬁtability.

Establishing a reward system for senior management is pivotal for ensuring sustained performance and increased proﬁts

for the Company and better returns for its Members. By oﬀering competitive incentives, such as performance-based Stock

Options, the Company endeavors to motivate its senior management to consistently drive proﬁtable growth and make

strategic decisions that contribute to the long-term success of the Company. The stock incentives granted to the senior

management are in the nature of Long-Term Incentives (LTI) and are an integral part of their overall remuneration.

The PESOS 2014 Scheme was originally approved by the Members of the Company by way of a Special Resolution dated

July 26, 2014, and subsequently amended during AGM 2021 and AGM 2023 by way of Special Resolutions dated July 21,

2021 and dated July 18, 2023 respectively and through Postal Ballot on March 11, 2024, in due compliance with the then

prevailing provisions of the Companies Act, 2013 and that of the erstwhile Securities and Exchange Board of India (Share

Based Employee Beneﬁts) Regulations, 2014 read with relevant circular issued thereunder.

Current Pool Size:

The original reserve approved by the Members under the PESOS 2014 scheme and amendments thereto from time to time

are given below:

Sr.No. Particulars

Quantity approved by the Members

Cumulative Quantity*

under the Scheme

Pre-Split (Face value

of INR 10 each)

Post-Split (Face Value

of INR 5 each)

1 Pool as of date of implementation of the scheme

in 2014

1,000,000 2,000,000 2,000,000

2 Addition in Pool approved at the AGM dated

July 21, 2021

400,000 800,000 2,800,000

3 Addition in Pool approved at the AGM dated

July 18, 2023

500,000 1,000,000 3,800,000

4 Total Pool as of June 7, 2024 (Post-Split eﬀective

from April 1, 2024)

1,900,000 3,800,000 3,800,000

*Note: Details after giving Sub-Division/ Split eﬀect

The rationale for the proposed increase in the Pool Size:

Over the last four years, the Company has displayed consistent industry-leading growth coupled with improved proﬁtability.

This has resulted in several industry analysts’ recognition such as ISG Global Index, Everest Group, IDC MarketScape, Gartner,

Zinnov, Constellation Research, and HFS Horizons. Your Company’s name was recently included in three key indices viz. MSCI

India Index, S&P BSE 100 and S&P BSE SENSEX Next 50.

Over this period, the company’s market capitalisation has signiﬁcantly improved. The Company has performed exceptionally

well and created signiﬁcant shareholder value. Management has created a robust team that includes tenured and new leaders

who are critical to the Company’s success going forward.

In order to ensure consistent leadership for the Company to help achieve long-term growth plans, it is the industry practice

to grant stock options as long-term incentives to the leadership and motivate them for consistent proﬁtable growth of the

Company.

To meet this objective, the current number of available Stock Options for new grants is insuﬃcient and therefore, it is

proposed to increase the number of Options by an additional 1,600,000 Stock Options under PESOS 2014 by amending

clause 3.1 of the respective Schemes.

Please ﬁnd below the summary of the proposal in a tabular form:

Particulars PESOS 2014*

Total Pool of the Scheme post-AGM 2023 approval 3,800,000

Total options granted to Employees till June 7, 2024 3,414,259

Balance Options available as of June 7, 2024 385,741

Approval being sought for the additional reserve of Options 1,600,000*

Total Options that would be available for grant in the future 1,985,741

*Note: The quantity is given post sub-division / split eﬀect

Sources for acquiring additional shares:

PESOS 2014 along with other share-based employee beneﬁts schemes of the Company are administered through an

irrevocable employee welfare trust namely ‘PSPL ESOP Management Trust’ (‘Trust’) of the Company. For PESOS 2014, the

Members have approved the source of equity to the Trust to be either through a fresh issue and/or by secondary acquisition

to comply with the vesting schedule for the grants. The Company will continue its existing practice to implement the ESOP

Schemes including PESOS 2014 through Trust Route only and the route of direct allotment of shares to the respective

grantees/ employees will not be opted by the Company.

Accordingly, the Company proposes to issue an additional 800,000 shares to the Trust and acquire 800,000 shares from

the secondary market without prejudice to the ﬂexibility sought in this regard. Also, the shares held by the Trust due to lapses/

cancellations of options under any previous ESOP Schemes of the Company, if any shall be utilized to cater to the requirement

under PESOS 2014 from time to time.

Please note that the dilution as a result of the above fresh issuance of 800,000 Shares will not be more than 0.52% of the

paid-up share capital of the Company.

Governance Mechanism:

The amendment proposed under PESOS 2014 is in compliance with the provisions of the Companies Act, 2013 and the

Securities and Exchange Board of India (Share Based Employee Beneﬁts and Sweat Equity) Regulations, 2021 read with all

circulars and notiﬁcations issued thereunder (‘SBEB Regulations’) which replaced the erstwhile 2014 Regulations.

The above-proposed increase in the shareholding of the Trust will be done in accordance with the potential vesting of Options

granted under respective Schemes and any allotment of Shares to the Trust will be made at the respective Exercise Prices of

the Underlying Options.

The Company and the Trust will ensure that the aforesaid additional quantity of Shares along with all Shares acquired and

held, from time to time, in one or more tranches under all the Schemes of the Company taken together, by way of secondary

acquisition, shall not exceed (i) the ﬁnancial year-wise acquisition ceiling of 2% (two percent), and (ii) the overall ceiling

for holding by the Trust at any time of 5% (ﬁve percent) of the paid-up equity capital of the Company as prescribed under

Regulations 3(10) and 3(11) of SBEB Regulations, respectively.

Vesting Criteria already approved by the Members:

All the Options granted on any date will vest not earlier than a minimum of 1 (One) year and not later than a maximum of

5 (Five) years from the date of grant of Options as may be determined by the Committee. The Committee may extend,

shorten, or otherwise vary the vesting period from time to time subject to these minimum and maximum ceilings. Vesting of

Options would be subject to continued employment with the Company or its Holding or Subsidiary Company, as the case

may be, and the attainment of speciﬁc performance parameters.

The Vesting Criteria approved by the Members for the fresh pool of Options under PESOS 2014 eﬀective from July 18, 2023,

is as below:

i. 100% of the options granted under PESOS 2014 shall have performance-based vesting;

ii. As regards the Company’s Performance Based Criteria:

\ The Revenue growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial year for

any vesting; and

\ The EPS growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial year for any

vesting;

iii. In addition to the above performance criteria for the Company, the individual performance of the eligible employee will

also be considered.

Miscellaneous Disclosures:

i. PESOS 2014 is formed exclusively to reward the employees covered under Top Level and Senior Management of the

Company. The stock options under this scheme are granted on a case-to-case basis to the Leadership based on the

Company plus individual performance as speciﬁed above.

ii. The PESOS 2014 scheme has an exercise price equal to the face value of shares i.e., INR 5 per option. Such an exercise

price along with performance crietria listed above ensures the right incentive structure for the top leadership of the

organization many of whom are based in the US. Such leaders typically have multiple options of pursuing a career with

other US based multi-national companies where such reward programmes is a norm. In order to ensure the availability of

the right leadership talent to drive the Company’s growth, the exercise price has been suitably set equal to the face value

of the shares.

iii. None of the subsidiaries or step-down subsidiaries have separate ESOP Plans for granting stock options to their

employees. Further, the performance conditions set in this Scheme reﬂect the consolidated position.

iv The options granted under PESOS 2014 would vest not less than one year and not more than 5 (Five) years from the date

of grant of such options. No single tranche of options that vests in a given year is more than 50% of the total options that

are committed for grant to an employee.

v In terms of PESOS 2014 Scheme, in case of the retiring employees, all vested options shall be available for exercise to the

option grantee within a period of 1 year from the date of such retirement. Whereas, all unvested options as on the date of

such retirement shall vest in accordance with the respective vesting schedules in accordance with the company’s policies.

However, the Board/its Committee has decided (1) to grant proportionate options to such employees considering

the remaining tenure of their service and (2) in a manner that the vesting schedule will be not extend beyond their date of

retirement/ superannuation, subject to the performance criteria being met for that period.

vi In terms of PESOS 2014 Scheme, in case of termination due to misconduct or due to material breach of policies or the

terms of employment, all the ‘vested but not exercised’ and ‘unvested’ stock options at the time of such breach shall stand

canceled with immediate eﬀect.

The date of such misconduct/breach shall be determined by the Nomination and Remuneration Committee after due

diligence and its decision on this issue shall be ﬁnal and binding.

vii In terms of PESOS 2014 Scheme, in case of employees who are unable to provide service to the Company due to their

permanent incapacity occurring during the service period, all ‘vested but not exercised’ options shall be available for

exercise by them or, in case of their inability to exercise due to such incapacity, their nominee or legal heirs may exercise

those stock options within a period of 1 year from the date of separation from employment due to such incapacity.

Further, all the unvested options as on the date of such permanent incapacity shall vest immediately and may be

exercised by the Option Grantee or, in case of their inability to exercise due to such incapacity, by the nominee or legal

heirs within a period of 1 year from the date of separation from employment due to such incapacity.

viii The Scheme is administered by the Nomination and Remuneration Committee of the Board of Directors which solely

consists of the Independent Directors of the Company. In terms of Section 149(9) of the Companies Act, 2013, none of

the Independent Directors of the Company have been granted Options under the PESOS 2014 scheme.

Proposal Sought from the Members:

Given the details of amendments, rationale thereof, and the beneﬁciaries of such variation, consent of the Members is being

sought by way of Special Resolutions pursuant to Regulation 6 and 7 of the SBEB Regulations read with Section 62(1)(b) and

all other applicable provisions, if any, of the Companies Act, 2013.

The aforementioned proposals were approved by the Committee and your Board of Directors (‘Board’) at their meetings held

on June 7, 2024.

Features of the PESOS 2014 shall remain the same as originally approved as well as the proposed amendments(*) as stated

above are reproduced again in terms of SEBI SBEB Regulations as under:

a. Brief description of the scheme:

Keeping the aforesaid objectives in view, the Schemes contemplate grant of Options to the eligible employees (which

includes eligible Directors) of the Company and those of the subsidiary(ies) of the Company. Upon vesting of Options, the

eligible employees earn a right (but not obligation) to exercise the vested Options within the exercise period and obtain

Shares of the Company from the Trust subject to payment of exercise price and satisfaction of tax obligation, if any, arising

thereon. The Trust administers this Scheme subject to the superintendence of the Committee.

b. Total number of Options to be granted:

The total number of Options to be granted (together with Options that may be granted to employees of any subsidiary

companies) shall not exceed 3,800,000* Options.

(*)This will undergo change subject to the approval by Members through Resolution No. 8 in this Notice.

The SEBI SBEB Regulations require that in case of any corporate action such as rights issue, bonus issue, merger and

sale of division, and others, a fair and reasonable adjustment needs to be made to the Options granted. In this regard,

the Committee shall adjust the number of Options and exercise price in such a manner that the total value of the Options

granted under PESOS 2014 remains the same after any such corporate action keeping the life of the Options intact.

Accordingly, if any additional Options are issued by the Company or the Trust is required to transfer additional Shares to

the Option grantees for making such fair and reasonable adjustment, the aforesaid ceiling of Options / Shares shall be

deemed to be adjusted.

c. Identiﬁcation of classes of employees entitled to participate in the schemes:

Permanent employees of the Company, working in India or outside India, a director (whether Whole-Time or not) of the

Company, and those of the Company’s subsidiary(ies) in or outside India are eligible to participate in the PESOS 2014.

Provided, however, that the following persons shall not be eligible to participate in PESOS 2014:

\ an employee who is a ‘Promoter’ or belongs to the ‘Promoter Group’ as deﬁned in the SBEB Regulations; or

\ a Director who either by himself or through his relatives or through anybody corporate, directly or indirectly holds

more than 10% of the outstanding Shares of the Company; or

\ Independent Directors

The Company intends to continue with the current deﬁnition of ‘Employee’ under the Scheme:

d. Requirements of vesting and period of vesting:

All the Options granted on any date shall vest not earlier than a minimum of 1 (One) year and not later than a maximum

of 5 (Five) years from the date of grant of Options as may be determined by the Committee. The Committee may extend,

shorten, or otherwise vary the vesting period from time to time subject to these minimum and maximum ceilings. Vesting

of Options would be subject to continued employment with the Company or its Holding or Subsidiary Company, as the

case may be, and the attainment of speciﬁc performance parameters.

The Vesting Criteria approved by the Shareholders for the fresh pool of Options under PESOS 2014 eﬀective from

July 18, 2023, are as below:

i. 100% of the options granted under PESOS 2014 shall have performance-based vesting;

ii. As regards the Company’s Performance Based Criteria:

\ The Revenue growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial

year for any vesting; and

\ The EPS growth of the Company is at least 12% per annum based on the immediately preceding ﬁnancial year for

any vesting;

iii. In addition to the above performance criteria for the Company, the individual performance of the eligible employee

will also be considered.

e. Maximum period within which the Options shall be vested:

All the Options granted after the date of this resolution shall vest not later than a maximum of 5 (Five) years from the date

of grant of Options as stated above.

f. Exercise price or pricing formula:

The exercise price shall be equal to the face value of shares i.e. INR 5 per Option.

g. Exercise period and the process of Exercise:

The exercise period would be 1 (One) year from the date of vesting of respective Options. The Shares transferred out of

exercise of vested Options will not be subject to any lock-in period after such exercise.

The vested Option shall be exercisable by the Option grantees by a written application to the Company / Trust expressing

his/her desire to exercise such Options in such manner and in such format as may be prescribed by the Committee from

time to time. Exercise of Options shall be entertained only after payment of the requisite exercise price and satisfaction of

applicable taxes by the Option grantee. The Options shall lapse if not exercised within the speciﬁed exercise period.

Subject to the maximum exercise period approved by the Members of the Company from the date of Vesting of Options

except the cases of termination of employment due to death and Permanent Incapacity in which case the exercise period

shall be six months from the date of incurring such eventuality.

h. Appraisal and eligibility of employees under the schemes:

The appraisal process for determining the eligibility would be determined by the Committee from time to time based on

broad criteria for appraisal and selection such as parameters like tenure of association with the Company, performance

during the previous years, contribution towards strategic growth, contribution to team building and succession, cross-

functional relationship, corporate governance, Company’s values, etc. As regards the new joinees especially appointed

in the senior cadre, the Committee shall have the discretion to decide the criteria for ascertaining the eligibility for grant

of Options. All Employees of the Company and its Subsidiary Companies are eligible for being granted employee stock

options under PESOS 2014. The speciﬁc Employees to whom the Options would be granted and their eligibility criteria

would be determined by the Compensation and Remuneration Committee.

The Scheme shall be applicable to the Employees of the Company, its Subsidiary companies in India and abroad and

may be granted to the Employees and Directors of the Company, its subsidiaries, as determined by the Nomination and

Remuneration Committee at its own discretion.

i. Maximum number of Options to be issued per employee and in aggregate:

The number of Options that may be oﬀered to any speciﬁc Employee shall not exceed 1% of the issued capital (excluding

outstanding warrants and conversions) of the Company, during every continuous 4 (Four) years of their employment with

the Company or any of its subsidiaries, at the time of grant of options under PESOS 2014.

j. Maximum quantum of beneﬁts to be provided per employee under the schemes:

Apart from the grant of Options as stated above, no monetary beneﬁts are contemplated under the PESOS 2014 Scheme.

k. Route of implementation*:

PESOS 2014 is being implemented and administered through the Trust of the Company in accordance with shares

accumulated with the Trust either through the fresh issue or secondary market acquisition under the ESOP Schemes of

the Company and also the shares accumulated with the Trust due to lapses/cancellation of the options, if any from time to

time under the ESOP Schemes of the Company.

(*)Proposed clause which is subject to the approval by Members through Resolution No. 8 in this Notice

l. Source of acquisition of Shares under the scheme:

PESOS 2014 contemplates the acquisition of Shares from fresh issue and/or secondary market.

(*)The freshly issued shares are/will be appropriately utilized for the schemes based on the in-principle approval obtained/

to be obtained from the BSE Limited and the National Stock Exchange of India Limited (NSE) stock exchanges from time

to time.

m. Amount of loan to be provided for implementation of the schemes(s) by the Company to the Trust, its tenure, utilization,

repayment terms, etc.*:

Considering the ﬂexibility needed, the Company may grant the loan to the Trust on a need basis. The amount of loan or

provision of guarantee or security in connection with a loan to the Trust by the Company shall not exceed the amount

being 5% (Five Percent) of the aggregate of the paid-up Share capital and free reserves of the Company as per the latest

audited accounts. The Trust will acquire Shares by way of secondary acquisition/ primary issue as per the Options grant

schedule which is spread over a period of ﬁve years. The Trust will use its existing available funds for the purchase of Shares

and the balance amount as required will be lent by the Company to the Trust as per the grant schedule. The Trust will start

repaying the loan as and when it receives money (i.e., exercise price) from the employees upon exercise of Options.

Any loan to be provided by the Company shall be at arm’s length basis as to rate of interest subject to the tenure of such

loan being 8 (Eight) years from the date of each tranche of loan disbursement or term of PESOS 2014, whichever is earlier,

subject further to a loan moratorium up to 5 (Five) years from the date of disbursement.

The Trust shall use the loan amount disbursed from time to time only for the purposes of the PESOS 2014 and strictly in

accordance with provisions of SEBI SBEB Regulations

(*)Proposed clause which is subject to the approval by Members through Resolution No. 8 in this Notice

n. Maximum percentage of secondary acquisition under the schemes:

The number of Shares that may be acquired through the secondary market should not exceed 2% per annum of the paid-

up equity capital as at the end of the ﬁnancial year and subject to an overall cap of 5% of the paid-up equity capital as at

the end of the ﬁnancial year immediately prior to the year in which Members’ approval as mentioned in clause 3.1 above is

obtained.

o. Accounting and disclosure policies:

The Company shall follow the ‘Guidance Note on Accounting for Employee Share-based Payments’ and/or any relevant

Accounting Standards as may be prescribed by the Institute of Chartered Accountants of India or any other statutory

authority, from time to time, including the disclosure requirements prescribed therein, in compliance with relevant

provisions of SEBI SBEB Regulations.

p. Method of Option valuation:

The Company shall adopt the ‘Fair Value Method’ for the valuation of Options as prescribed under the IND-AS accounting

standard or other Accounting Standards, as applicable, notiﬁed by competent authorities from time to time.

q. Declaration:

In case the Company opts for expensing of share-based employee beneﬁts using the intrinsic value, the diﬀerence

between the employee compensation cost so computed and the employee compensation cost that shall have been

recognized if it had used the fair value of the Options and the impact of this diﬀerence on proﬁts and on Earning Per Share

(EPS) of the Company shall also be disclosed in the Directors’ Report.

r. Period of lock-in:

The Shares issued pursuant to the exercise of vested Options shall not be subject to any lock-in period restriction in

general. Usual restrictions as may be prescribed under applicable laws including that under the code of conduct framed,

if any, by the Company under the Securities and Exchange Board of India (Prohibition of Insider Trading), Regulations,

2015, as amended, shall apply.

s. Terms & conditions for buyback, if any, of speciﬁed securities / Options covered granted under the Plan:

Subject to the provisions of the then prevailing applicable laws, the Board/Committee shall determine the procedure for

buy-back of the speciﬁed securities/ Options if to be undertaken at any time by the Company, and the applicable terms

and conditions thereof.

Consent of the members is being sought by way of special resolutions pursuant to Section 62(1)(b) and all other

applicable provisions, if any, of the Companies Act, 2013, and as per Regulations 6 and 7 of the SBEB Regulations.

The amended copies of the PESOS 2014 are available for inspection at the Company’s Registered Oﬃce during oﬃce

hours on all working days till the date of the 34

Annual General Meeting.

None of the Directors, Key Managerial Personnel of the Company including their relatives are interested or concerned in

this resolution, except to the extent they may be lawfully granted Options under the PESOS 2014.

The Board of Directors recommends the resolutions at Item Nos. 8 and 9 for the approval of the Members as Special

Resolutions.

In light of the above, you are requested to accord your approval to the Special Resolutions as set out at Item Nos. 8 and 9

of the accompanying Notice.

Form No. MGT – 11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and

Rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Thirty-Fourth Annual General Meeting 2023–24 to be held on Tuesday, July 16, 2024 at 1600 Hrs. IST

Name of the Member(s):

Registered Address:

E-mail ID:

Folio No./DP ID and Client ID:

I/We being the Member(s) holding shares of above-named Company, hereby appoint:

1\ Name:

Address:

Email ID: Signature: or failing him;

2\ Name:

Address:

Email ID: Signature: or failing him;

3\ Name:

Address:

Email ID: Signature:

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 34

Annual General Meeting of the

Company scheduled to be held on Tuesday, July 16, 2024, at 1600 Hrs. (IST) at Persistent Systems Limited, Dewang Mehta

Auditorium, ‘Bhageerath’, 402 Senapati Bapat Road, Pune 411 016, India, and at any adjournment thereof, in respect of such

resolutions as are indicated below:

CIN: L72300PN1990PLC056696

Registered Oﬃce: ‘Bhageerath’, 402 Senapati Bapat Road, Pune 411 016, India

Tel: +91 (20) 6703 0000 | Fax: +91 (20) 6703 0008

E-mail: investors@persistent.com | Website: www.persistent.com

Item No. Summary of Businesses to be transacted at the 34

Annual General Meeting

Ordinary Businesses

1\ To receive, consider, and adopt the Audited Standalone Financial Statements of the Company for the Financial Year ended

March 31, 2024, Reports of the Board of Directors and Auditors thereon

2\ To receive, consider, and adopt the Audited Consolidated Financial Statements of the Company for the Financial Year

ended March 31, 2024

3\ To conﬁrm the payment of the Interim Dividend of ₹ 16* per equity share of ₹ 5 each and to approve the payment of a

Final Dividend of ₹ 10 per equity share of ₹ 5 each, recommended for the Financial Year 2023-24

4\ To appoint a director in place of Mr. Sunil Sapre, India (DIN: 06475949), Executive Director, who retires by rotation and

has conﬁrmed his eligibility and willingness to accept the oﬃce, if re-appointed

Special Businesses

5\ To re-appoint Mr. Sunil Sapre, India (DIN: 06475949) as an Executive Director of the Company, liable to retire by rotation,

to hold oﬃce for the term of 3 (Three) months till his superannuation i.e., from October 1, 2024, to December 31, 2024

6\ To re-appoint Mr. Praveen Kadle, India (DIN: 00016814) as an Independent Director of the Company, not liable to retire by

rotation, to hold oﬃce for the second term of 5 (Five) consecutive years i.e., from April 23, 2025, to April 22, 2030

7\ To appoint Ms. Anjali Joshi, USA (DIN: 10661577) as an Independent Director of the Company, not liable to retire by

rotation, to hold oﬃce for the term of 5 (Five) consecutive years i.e., from June 12, 2024, to June 11, 2029

8\ To approve an amendment in the ‘Persistent Employee Stock Option Scheme 2014 (PESOS 2014)’ to increase the number

of stock options allocated to PESOS 2014 by 1.6 million Stock Options i.e., from 3.8 million Stock Options to 5.4 million

Stock Options along with the procedural matters

To grant the Stock Options to the employees of subsidiary company(ies) of the Company under

‘Persistent Employee Stock Option Scheme 2014’

(*) Post Sub-Division/Split

Signed this day of 2024

Folio No./DP ID and Client ID:

Signature of Member:

Signature of Proxy holder(s):

Note: This proxy form in order to be eﬀective, should be duly completed and deposited at the Registered Oﬃce of the

Company, not less than 48 hours before the commencement of the meeting.

Aﬃx

Revenue

Stamp of

15 Paise

Attendance Slip Sr. No.

Registered Folio No./DP ID & Client ID:

Name and address of the Member(s):

Joint Holder 1

Joint Holder 2

No. of Shares:

I/We record my/our presence at the ‘THIRTY-FOURTH ANNUAL GENERAL MEETING’ of the Company to be held on

Tuesday, July 16, 2024, at 1600 Hrs. (India Time) at Persistent Systems Limited, Dewang Mehta Auditorium, ‘Bhageerath’,

402 Senapati Bapat Road, Pune 411 016, India.

Member’s/Proxy’s name in Block Letters Member’s / Proxy’s Signature

Note:

1\ Please ﬁll in the name and sign this Attendance Slip and deposit the same with the Company Oﬃcials at the venue of

the Meeting.

2\ Please read the instructions printed under the Notes to the Notice of the 34

Annual General Meeting to be held on

Tuesday, July 16, 2024, at 1600 Hrs. (IST).

3\ The remote e-Voting period starts from 0900 Hrs. (IST) on Thursday, July 11, 2024, and ends at 1700 Hrs. (IST) on

Monday, July 15, 2024. The voting module shall be disabled by National Securities Depository Limited (NSDL). Thereafter

the e-Voting facility shall be again available to the Members at the time of the AGM.

CIN: L72300PN1990PLC056696

Registered Oﬃce: ‘Bhageerath’, 402 Senapati Bapat Road, Pune 411 016, India

Tel: +91 (20) 6703 0000 | Fax: +91 (20) 6703 0008

E-mail: investors@persistent.com | Website: www.persistent.com

Notes

Persistent Systems Limited

CIN: L72300PN1990PLC056696

Registered Oﬃce

‘Bhageerath’, 402 Senapati Bapat Road

Pune 411 016, India

Tel: +91 20 6703 0000

Fax: +91 20 6703 0008

info@persistent.com

www.persistent.com

persistentsys

persistent-systems

persistentsystems

persistent_systems