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Amit Murari Atre: Ref: Symbol: PERSISTENT Ref: Scrip Code: 533179

Persistent Systems Limited has issued an addendum to the notice of its 35th Annual General Meeting (AGM) scheduled for July 21, 2025, which includes revisions to the proposed resolutions regarding the reappointment of Mr. Sandeep Kalra and the appointment of Mr. Vinit Teredesai. The revisions clarify the bonus structure and stock options for both executives to better align with shareholder interests. The addendum is available on the company's website and will be published in financial newspapers.
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0% found this document useful (0 votes)
11 views6 pages

Amit Murari Atre: Ref: Symbol: PERSISTENT Ref: Scrip Code: 533179

Persistent Systems Limited has issued an addendum to the notice of its 35th Annual General Meeting (AGM) scheduled for July 21, 2025, which includes revisions to the proposed resolutions regarding the reappointment of Mr. Sandeep Kalra and the appointment of Mr. Vinit Teredesai. The revisions clarify the bonus structure and stock options for both executives to better align with shareholder interests. The addendum is available on the company's website and will be published in financial newspapers.
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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NSE & BSE / 2025-26 / 085

July 13, 2025

The Manager, The Manager,


Corporate Services, Corporate Services,
National Stock Exchange of India Limited BSE Limited
Exchange Plaza, Bandra Kurla Complex, P J Towers, Dalal Street,
Bandra (E), Mumbai 400 051 Mumbai 400 001

Ref: Symbol: PERSISTENT Ref: Scrip Code: 533179

Dear Sir/Madam,

Sub: Addendum to the Notice of the 35th Annual General Meeting of the Company
Ref: Our letter bearing Ref. No. NSE & BSE / 2025-26 / 072 dated June 23, 2025

In continuation of the above-referred letter, please find enclosed an ‘Addendum’ to the Notice of 35th Annual
General Meeting of the Company (‘Addendum’).

Today, the Company has initiated the process to send the said Addendum through electronic mode to those
Members whose names were recorded in the Register of Members or in the Register of Beneficial Owners
maintained by the Depositories as of Friday, June 13, 2025 (IST).

The Company has uploaded the Addendum on its website at: https://www.persistent.com/wp-
content/uploads/2025/07/addendum-to-the-35th-agm-notice.pdf

We request you to take the same on your records.

Please acknowledge the receipt.

Thanking you,
Yours Sincerely,

For Persistent Systems Limited


Digitally signed by
Amit Amit Murari Atre
Murari Atre Date: 2025.07.13
13:22:50 +05'30'
Amit Atre
Company Secretary
ICSI Membership No.: A20507

Encl.: As above

Persistent Systems Limited, Bhageerath, 402 Senapati Bapat Road, Pune 411 016, Maharashtra, India
CIN - L72300PN1990PLC056696
Tel: +91 (20) 670 35555 | Fax - +91 (20) 6703 6003 | E-mail - [email protected] | Website - www.persistent.com
Years of
Excellence

Addendum to the Notice of the


35th Annual General Meeting
FY 2024-25
Addendum to the NOTICE of the THIRTY-FIFTH Annual General Meeting of the Members
of Persistent Systems Limited to be held on Monday, July 21, 2025, 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.

Dear Shareowner,

Persistent Systems Limited (the ‘Company’) has issued a Notice dated June 6, 2025 (‘Notice of the AGM’) for convening
the THIRTY-FIFTH Annual General Meeting of the Members of the Company on Monday, July 21, 2025, 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.

The Notice of the AGM has been dispatched to the Members on Monday, June 23, 2025, in due compliance with the
provisions of the Companies Act, 2013, read with the relevant rules made thereunder.

a. Item No. 7 of the Special Businesses from the Notice of the AGM pertains to seeking approval of the Members for the
reappointment of Mr. Sandeep Kalra, Pennsylvania, USA as an Executive Director of the Company, liable to retire by
rotation, to hold the office for 3 (Three) consecutive years i.e., from October 1, 2025, to September 30, 2028, subject to
the approval of the Central Government of India.

In the proposed resolution, Point No. (ii) on Page No. 11 of 56 mentions that ‘Bonus, as may be decided by the Board up
to a maximum of 1% (One per cent) of the consolidated net profits of the respective financial year, payable annually.’

The Members may note that for greater alignment with the Members’ interests and to bring more clarity on the Bonus
payout to Mr. Sandeep Kalra during the term of his proposed reappointment, the Nomination and Remuneration
Committee (‘the Committee’) and the Board of Directors of the Company (‘the Board’) on July 12, 2025, considered
it appropriate to explicitly revise the original clause in the resolution to the extent mentioned below, by way of an
amendment to the Notice of the AGM through this ‘Addendum to the Notice of the AGM’ (‘Addendum’) as follows:

The key revision is as below:

Existing Point No. (ii) on Page No. 11 of 56

(ii) Bonus

Bonus, as may be decided by the Board up to a maximum of 1% (One per cent) of the consolidated net profits of the
respective financial year, payable annually.

Revised Point No. (ii) on Page No. 11 of 56

(ii) Bonus

Bonus, as may be decided by the Board up to a maximum of 1% (One per cent) of the consolidated net profits of the
respective financial year or INR 50 million, whichever is lower, payable annually.

2
b. Additionally, Item No. 8 of the Special Businesses from the Notice of the AGM pertains to seeking approval of the
Members for the appointment of Mr. Vinit Teredesai, Maharashtra, India, (DIN: 03293917), as an Executive Director of the
Company, liable to retire by rotation, to hold office from April 24, 2025, to September 30, 2028.

The Members may note that for greater alignment with the Members’ interests and to bring more clarity on the Stock
Options to be granted to Mr. Vinit Teredesai during the term of his proposed appointment, the Committee and Board
considered it appropriate to explicitly revise the original resolution to the extent mentioned below, by way of an
amendment to the Notice of the AGM through this Addendum as follows:

The key revisions are as below:

1. Existing Point No. (n) on Page No. 16 of 56

(n) 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.

2. Existing sub resolution on Page No. 17 of 56

RESOLVED FURTHER THAT pursuant to Section 62(1)(b) and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made thereunder and in accordance with the provisions of Memorandum and Articles
of Association of the Company, Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, and the Securities and Exchange Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 and the present or future Employee Stock Option Schemes of the Company,
the Nomination and Remuneration Committee (‘Committee’) of the Board of Directors be and is hereby authorised
to grant an appropriate number of stock options, as the case may be, to Mr. Vinit Teredesai which may be based on
his continued employment in the Company and/or performance of the Company as may be determined from time
to time by the Committee.

1. Revised Point No. (n) on Page No. 16 of 56

(n) Stock Options:

Mr. Vinit Teredesai shall be eligible for the vesting and exercise of stock options (which were already
granted to him on May 31, 2024) during his proposed tenure of appointment.

Further, the Company may envisage any fresh/new grants to Mr. Teredesai based on additional roles and
responsibilities subject to the prior approval of the Members of the Company during his tenure.

2. Revised sub resolution on Page No. 17 of 56 in line with the above revision:

RESOLVED FURTHER THAT pursuant to Section 62(1)(b) and other applicable provisions, if any, of the
Companies Act, 2013 and the Rules made thereunder and in accordance with the provisions of Memorandum
and Articles of Association of the Company, Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021, the present or future Employee Stock Option Schemes
of the Company, and subject to the prior approval of the Members of the Company, the Nomination and
Remuneration Committee (‘Committee’) of the Board of Directors be and is hereby authorised to grant an
appropriate number of stock options, as the case may be, to Mr. Vinit Teredesai which may be based on his
continued employment in the Company and/or performance of the Company as may be determined from time
to time by the Committee.

All Rights Reserved © 2025. Persistent Systems Limited — AGM 2025 3


This Addendum is being issued for greater alignment with the Members’ interests and to bring more clarity on the overall
remuneration details of Mr. Sandeep Kalra and Mr. Vinit Teredesai during the term of their proposed reappointment and
appointment, respectively.

This Addendum shall form an integral part of the Notice of the AGM, which has already been circulated to the Members of the
Company, and on and from the date hereof, the Notice of the AGM shall always be read in conjunction with this Addendum.
The notice of this Addendum will also be published in the Financial Express (in English) and Loksatta (in Marathi) and will also
be available on the website of BSE Ltd. (www.bseindia.com), the National Stock Exchange of India Ltd. (www.nseindia.com),
and on the website of the Company at https://www.persistent.com/wp-content/uploads/2025/07/addendum-to-the-35th-
agm-notice.pdf

All other contents of the Notice of the AGM, including the Special Resolution as proposed in Item No. 7 and the Ordinary
Resolution as proposed in Item No. 8, save and except as modified or supplemented by this Addendum, shall remain
unchanged.

The details relating to the other proposals in the Notice of the AGM are unchanged.

None of the Directors, Key Managerial Personnel of the Company (except Mr. Sandeep Kalra and Mr. Vinit Teredesai to the
extent applicable to them respectively), including their relatives, are interested in or concerned in this resolution.

The Board of Directors recommends the resolutions in Item No. 7 for the approval of the Members as a Special Resolution,
and Item No. 8 for the approval of the Members as an Ordinary Resolution.

In light of the above, you are requested to accord your approval to the Special Resolution as set out in Item No. 7 and to the
Ordinary Resolution as set out in Item No. 8 of the Notice of the AGM.

By the order of the Board of Directors

Amit Atre
Company Secretary
ICSI Membership No.: ACS 20507

Pune, July 12, 2025

4
persistent-systems

Persistent Systems Limited


CIN: L72300PN1990PLC056696
persistentsys
Registered Office
‘Bhageerath’, 402 Senapati Bapat Road
Pune 411 016, India
Tel: +91 20 6703 5555 persistentsystems
Fax: +91 20 6703 6003
[email protected]
www.persistent.com persistent_systems

All Rights Reserved © 2025. Persistent Systems Limited — AGM 2025 5

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