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PERSISTENT SYSTEMS · NAGARRO TAKEOVER OFFER · BSE 533179

Persistent's Nagarro offer crosses its minimum acceptance threshold as the acceptance period expires

The condition in §12.1.1 of the Offer Document was fulfilled as of September 17. The EUR 81.00-a-share cash offer, at a stated ~140% premium to Nagarro's June 25 close, opened on August 6.

PERSISTENTPersistent Systems Ltd.19 Sept 2026 · 4 min read
Size tier

LARGE-CAP

by market cap ≈ ₹85,437 Cr

Last close

₹5,416

Sep 18 · −1.0% in the session the filing landed

Offer price

EUR 81.00

per Nagarro share, in cash

Stated premium

~140%

to Nagarro's Jun 25, 2026 close, per the Aug 6 release

Acceptance period

Aug 6 – Sep 17

six weeks, per the Aug 6 release

From 52-wk high

−17.9%

adjusted high ₹6,599 (Dec 23, 2025)

At 14:19 IST on September 18, mid-session, Persistent Systems told the exchanges that the minimum acceptance threshold for its public takeover offer for Nagarro SE had been fulfilled. The filing is one sentence of substance: as on September 17, 2026, upon expiry of the acceptance period, the offer condition set out in section 12.1.1 of the Offer Document has been met. The stock closed that session at ₹5,416, down 1.0% from the previous close of ₹5,473.

The filing

One condition, formally fulfilled

−1.0% (Sep 18, session of the filing)
ma

Minimum acceptance threshold for the Nagarro offer fulfilled as the acceptance period expires

Persistent informed the exchanges that, as on September 17, 2026, upon expiry of the acceptance period, the offer condition set out in section 12.1.1 (Minimum Acceptance Threshold) of the Offer Document for the Public Takeover Offer to the shareholders of Nagarro SE has been fulfilled. The update refers back to the company's August 6 intimation, which announced the start of the acceptance period.

Read:The condition set out in the Offer Document is now formally met. The filing does not disclose the actual level of acceptances, but a subsequent step was already disclosed on August 6: a two-week additional acceptance period expected to run September 23 to October 6, 2026, after which Persistent intends to pursue a delisting of Nagarro from the Frankfurt Stock Exchange.

BSE filing, Sep 18, 14:19 IST
The filing's exact language
…we wish to inform you that, as on September 17, 2026, upon expiry of the acceptance period, the offer condition set out in section 12.1.1 (Minimum Acceptance Threshold) of the Offer Document for the Public Takeover Offer to the shareholders of Nagarro SE has been fulfilled.

Persistent Systems, BSE filing, September 18, 2026

What the filing states is narrow: a named condition of the Offer Document — acceptances reaching 50% plus one share of all outstanding Nagarro shares — is fulfilled, effective on the day the acceptance period expired. It does not state an acceptance percentage or share count tendered. The timetable beyond this point, however, was already disclosed on August 6: a two-week additional acceptance period expected to run September 23 to October 6, 2026. The reasonable inference from this filing alone is limited: an offer condition that could have failed did not, so the offer did not lapse on this particular term.

How the offer got here

Approved in August, opened in August, closed in September

+0.4% (Aug 5, first session after the filing)
ma

Persistent shareholders vote for the Nagarro offer

A press release filed on August 4 records that at the Annual General Meeting held on August 3, Persistent shareholders approved the proposed acquisition of Nagarro SE through its subsidiary, Galaxy Germany Holding SE, along with the related financing arrangements and corporate guarantee. The release adds that the Offer Document had been submitted for review and would be published upon approval by BaFin, launching the acceptance period for Nagarro shareholders.

Read:This is the shareholder mandate for the transaction — the acquisition vehicle, the financing and the guarantee were all approved together. The offer that just closed is the one this vote authorised.

BSE filing, Aug 4 (press release)
+0.3% (Aug 7, first session after the filing)
ma

Acceptance period commences: EUR 81.00 per Nagarro share, in cash

Persistent published the Public Takeover Offer for all Nagarro shares. The release states EUR 81.00 per Nagarro share in cash, which it describes as a premium of about 140% to the closing price on June 25, 2026, and says the six-week acceptance period during which Nagarro shareholders can tender their shares began that day.

Read:This filing set the clock that ran out on September 17. The September 18 update is the direct sequel: the period the August 6 release opened has expired, and the minimum-acceptance condition it was subject to has been fulfilled.

BSE filing, Aug 6 (press release)

The financing side has been moving in parallel. On September 2 the board approved, subject to the approval of members, an alteration of Article 12 of the Articles of Association relating to Further Issue of Shares, and long-term debt financing including External Commercial Borrowings and Non-Convertible Debentures. On September 12 the company convened an Extraordinary General Meeting for October 5, 2026. The filings do not spell out the link between these resolutions and the offer, but the sequence — an AGM approval of "related financing arrangements" in August, board financing resolutions in September, an EGM in October — suggests the funding programme is being put in place alongside the offer itself.

The tape

How the stock has traded through the offer window

₹, daily close (adjusted)
4,109.324,598.045,086.755,575.476,064.185,41606-2507-1708-0708-2809-18−11.2% from the Jun 25 close, heaviest volume in the seriesAcceptance period opens (filed after close)Threshold-met filing · −1.0%
Persistent Systems (BSE 533179), split/bonus-adjusted daily closes, June 25 – September 18, 2026. Source: BSE daily series.

The stock's 52-week adjusted low of ₹4,244.5 was set on June 30 — one session after an 11.2% fall between the June 25 and June 29 closes, on the heaviest volume in this series (6.17 million shares on June 29). The August 6 release prices the offer premium against Nagarro's June 25 close, which suggests the offer's terms date to that late-June window; the original announcement itself predates the filings enclosed below. From that June 30 low the stock has recovered 27.6% to ₹5,416, and through the six weeks the acceptance period was open it traded in a broad ₹5,419–5,875 band. The −1.0% close on the day of the threshold filing reads as a muted reaction to a milestone the August filings had already framed as expected — though that reading is inference, not something any filing states.

The buyer's numbers

The quarter Persistent reported while the offer was in motion

₹ Cr, quarterly consolidated revenue
01,606.543,213.084,819.623,333.59Q1 FY26PAT ₹424.9 Cr3,580.72Q2 FY26PAT ₹471.5 Cr3,778.21Q3 FY26PAT ₹439.5 Cr4,055.94Q4 FY26PAT ₹529.3 Cr4,303.23Q1 FY27PAT ₹483.0 Cr
Consolidated quarterly revenue and net profit, Q1 FY26 – Q1 FY27. Q3 FY26 includes an exceptional item of ₹−89.0 Cr. Source: exchange filings.

Persistent's Q1 FY27 results, filed on August 2 — four days before the acceptance period opened — showed revenue of USD 452.4 million, up 16.1% year-on-year and 3.8% quarter-on-quarter, EBIT growth of 32.7% year-on-year, and what the company called its highest-ever quarterly total contract value of USD 1.15 billion (the release writes it as $1.15B). In rupee terms the quarter's consolidated revenue was ₹4,303.2 crore with net profit of ₹483.0 crore and an operating margin of 16.19%, down from 18.93% in Q4 FY26 per the stored quarterly figures. Those are the buyer's most recent published numbers as the offer closed; the filings in this window do not restate them for the transaction.

What to watch

The filings that would complete the picture

  • Final acceptance level

    The September 18 update confirms the threshold was met but not by how much. A subsequent filing disclosing the share of Nagarro shares tendered would quantify the outcome.

  • Next steps on the offer

    Settlement, payment and completion timelines remain undisclosed. What is disclosed, from the August 6 release, is a two-week additional acceptance period expected September 23–October 6, 2026, and Persistent's stated intention to pursue a delisting of Nagarro from the Frankfurt Stock Exchange thereafter. The company's next takeover-offer updates are the primary monitorable.

  • EGM on October 5

    The September 2 board resolutions — the Article 12 alteration on further issue of shares, and long-term debt financing including ECBs and NCDs — were passed subject to members' approval. The EGM outcome will show whether the financing resolutions clear.

  • Q2 FY27 results

    The first results to cover a period after the acceptance period closed — the place any financial effect of the offer would first surface in the company's reported numbers.

The September 18 filing is short, but it resolves the one uncertainty the August 6 release built in: the offer to Nagarro shareholders was conditional on a minimum acceptance threshold, and that condition is now fulfilled, effective on the day the six-week acceptance period expired. The shareholder approval of August 3, the offer publication of August 6 and this confirmation form a clean documented sequence.

What remains undisclosed is the size of the acceptance — the filings to date simply do not say. The mechanics from here, though, were pre-announced on August 6: a two-week additional acceptance period expected September 23 to October 6, 2026, followed by Persistent's stated intent to pursue a delisting of Nagarro from the Frankfurt Stock Exchange. With an EGM convened for October 5 on financing-related resolutions and the final acceptance figures still to be published, the next few weeks of exchange filings should fill in what this one-line confirmation leaves open.

Informational and educational content only. Not investment advice.