Note: All the numbers of Equity Shares mentioned in this Report are pre-Sub-Division of the Equity Shares of the Company i.e., before the Record Date (April 1, 2024), unless stated otherwise.

Your Directors are pleased to present the Thirty-Fourth Annual Report of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

Business Update

FY24 was yet another transformative year for Persistent with over $1 billion in annual revenue. We have showcased unparalleled resilience and innovation in this year globally. This has propelled us to the forefront of technology advancements and client-driven solutions. Your Board extends its heartfelt thanks to the clients, partners, employees, and shareholders for their continued trust and confidence in our journey to create significant value and achieve shared success.

Despite facing some of the most challenging market conditions in recent history, we have made remarkable strides in our growth journey. This year, we achieved $1.186 billion in revenue with 14.5% year-on-year growth, marking 16 sequential quarters of growth. This performance significantly outpaces other major service providers globally and positions us strongly in our chosen markets. This year, we announced a total dividend of ?52 per share compared to ?50 per share in FY23. This dividend amount per share does not take into account the stock split which came into effect on April 1, 2024. Additionally, our inclusion in the MSCI India Index, S&P BSE 100, and S&P BSE SENSEX Next 50 underscores our growing prominence in the capital markets.

Our global team, spanning across 20 countries, has expanded to over 23,800 employees, enhancing our capacity to support our clients’ needs to stay competitive and grow, even in volatile and uncertain markets. This expansion is complemented by fortified leadership, strengthened operations, and enhanced budgetary discipline, enabling us to respond adeptly to dynamic industry and macroeconomic challenges.

Despite these achievements, we remain keenly aware of the need to continuously innovate and differentiate ourselves in the market on an ongoing basis. As challenging conditions persist, our clients rely on our industry expertise and robust product solutions to optimise operations, unlock value, and drive growth.

This year, we solidified our position as a leading AI provider of choice, launching a comprehensive range of AI and GenAI solutions designed to accelerate software development, create unique customer experiences, and boost organisational productivity. An illustrative list of frameworks and platforms that we launched are:

\ ExtenSURE.AI: Our GenAI-powered end-to-end framework that reimagines modern product engineering.

\ SASVA™: An AI-powered platform that revolutionises the software engineering lifecycle through automation and optimisation.

\ Persistent iAURA: A suite of data solutions leveraging AI and machine learning to enable data-driven decision-making for enterprises.

Our storied heritage across Product engineering and Custom Software Development complemented by our deep data, analytics, and cloud capabilities have been brought to bear in developing these innovative AI solutions and frameworks.

We are actively engaging with clients on AI proof-of-concepts (PoCs) and pilots across various industry verticals. Based on the success of these PoCs, many clients are in discussions with us to scale these trials to production.

In parallel, we expanded our partnerships with leading hyperscalers, like Amazon Web Services (AWS), to accelerate GenAI innovation and achieved Premier Tier Partner status within the AWS Partner Network. Our many strategic collaborations extend to enhancing our Salesforce capabilities, launching new initiatives with Microsoft through the VIVA platform and strengthening our Google Cloud partnership with new GenAI solutions. To be able to provide AI talent at scale, we’ve embarked on extensive internal AI training delivered through our very own Persistent University for over 16,000 employees, further boosting our capability to innovate and deliver to our customers’ most complex technology challenges.

Our commitment to innovation and excellence has been recognised by industry analysts and thought leaders. This year, we were named as a Challenger in the Gartner Magic Quadrant for Public Cloud Transformation Services and named as a GenAI Leader by HFS Research. Additionally, Persistent was honoured as the “Most Promising Company of the Year”

at CNBC-TV18’s India Business Leader Awards (IBLA), recognising our consistent ability to deliver sustained impact for global clients. Our Founder and Chairman, Dr. Anand Deshpande received “EY Entrepreneur of the year 2023” award for his visionary leadership. Our CEO and Executive Director, Mr. Sandeep Kalra was honoured with the “Best CEO award in IT and ITES Category” by Business Today for his commitment to excellence, prowess to envision industry trends and passion for innovation. We also received multiple accolades from ISG for overall excellence and Everest Group for our leadership in next-gen IT services talent.

Furthermore, Persistent was acknowledged for its continued leadership in Environmental, Social, and Governance (ESG) activities and was named as one of India’s leading listed ESG entities 2024 by Dun & Bradstreet. We are happy on the progress we are making towards achieving carbon neutrality for Scope 1 and Scope 2 emissions, and 100% renewable energy sourcing for our owned facilities in India, by the middle of FY25.

With a resilient business model and a vision geared towards the future, Persistent remains dedicated to delivering operational efficiency, financial discipline, and sustainable growth. As we navigate through challenging economic and market conditions, we are well-poised to leverage our global strengths to continue creating value for all stakeholders.

A. Financial Section

Financial Results

The highlights of the financial performance on a consolidated basis for the year ended March 31, 2024, are as under:

[Conversion Rate USD 1 = INR 82.81 for Profit and Loss items; USD 1 = INR 83.40 for Balance Sheet items (Financial Year 2023-24) and USD 1 = INR 80.46 for Profit and Loss items; USD 1 = INR 82.17 for Balance Sheet items (Financial Year 2022-23).]

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

*    Includes notional interest on lease liability FY24: INR 180.02 Million (FY23: INR 137.86 Million) recognised in accordance with Ind AS -116 on Leases and notional interest on amounts due to selling shareholders INR 51.05 Million (Previous year: INR 112.76 Million).

#    Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase) and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

The highlights of the financial performance on a standalone basis for the year ended March 31, 2024, are as under:

[Conversion Rate USD 1 = INR 82.81 for Profit and Loss items; USD 1 = INR 83.40 for Balance Sheet items (Financial Year 2023-24) and USD 1 = INR 80.46 for Profit and Loss items; USD 1 = INR 82.17 for Balance Sheet items (Financial Year 2022-23).]

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

*    Includes notional interest on lease liability FY22: INR 147.50 Million (FY 23: INR 119.73 Million) recognised in accordance with Ind AS - 116 on Leases and notional interest.

#    Equity Share Capital, Reserves and Surplus (excluding Gain on bargain purchase), and other comprehensive income are considered for the purpose of computing Net Worth and Book Value per share.

Material Events Occurring after Balance Sheet Date

a. The Board of Directors of your Company, at its meeting held on Saturday, January 20, 2024, approved a proposal for

Sub-Division / Split of every 1 (One) Equity Share of INR 10/- (INR Ten Only) each into 2 (Two) Equity Shares of INR 5/- (INR Five Only) each and the consequent amendment to the Memorandum of Association of the Company subject to the approval of Members of the Company.

The Members approved the resolution with special majority on March 11, 2024. The Scrutinisers appointed for conducting the Postal Ballot process in a fair and transparent manner issued a Scrutiniser’s Report on March 11, 2024, confirming that the SubDivision / Split was approved by 99.86% of the Members. On March 13, 2024, the Board of Directors of your Company, fixed the Record Date for the Sub-Division / Split as April 1, 2024 and the Face Value of the Equity Shares of your Company changed from INR 10/- (INR Ten Only) to INR 5/- (INR Five Only) w.e.f. April 1, 2024. The necessary effect to adjust the number of Equity Shares in the Demat Accounts of the Members was also completed on April 2, 2024.

The capital structure of the Company pre and post the Sub-Division is as follows:

b. The Board of Directors of your Company at its meeting held on Wednesday, March 13, 2024, approved the formation of a Wholly Owned Subsidiary Company under Section 8 of the Companies Act, 2013 (the ‘Act’). Accordingly, a Section 8 Company by the name of ‘Persistent India Foundation’ was incorporated on May 1, 2024.

c. Mr. Sunil Sapre, Executive Director and Chief Financial Officer, through his letter dated May 15, 2024, informed the Board of Directors of your Company that in view of his upcoming superannuation and per the CFO Succession Plan of the Company, he wishes to relinquish the position of Chief Financial Officer (‘CFO’) effective from the closure of business hours on May 15,

2024 (1ST). He further confirmed that there were no material reasons for his relinquishment as the CFO other than the reason mentioned above. The Board expressed its appreciation for his valuable contribution to the Company’s growth journey.

Mr. Sapre further confirmed that he will continue to act as an Executive Director of the Company, in his letter and the Board took note of the same in its meeting held on May 15, 2024.

In light of Mr. Sapre’s relinquishment of the CFO office, the Board of Directors of your Company, in their meeting held on May 15, 2024, appointed Mr. Vinit Teredesai as the Chief Financial Officer and Key Managerial Person in terms of Section 203 of the Companies Act, 2013. Mr. Teredesai is a seasoned finance professional with over 28 years of experience in finance, accounting, auditing, taxation, fund raising, risk management, mergers and acquisitions, and corporate restructuring.

Mr. Teredesai is a qualified Chartered Accountant, Cost and Management Accountant, and a Certified Public Accountant in the United States. He has also completed a General Management programme from the Sloan School of Management at the Massachusetts Institute of Technology (MIT) focusing on strategy, innovation, and technology.

There were no other material changes and commitments affecting the financial position of your Company between the end of the Financial Year 2023-24 and the date of this report.

Particulars required as per Section 134 of the Companies Act, 2013

As per Section 134 of the Companies Act, 2013 (the ‘Act’), your Company has provided the Consolidated Financial Statements as of March 31, 2024. Your Directors believe that the consolidated financial statements present a more comprehensive picture as compared to standalone financial statements. The financial statements are available for inspection during business hours at the Registered Office of your Company and the offices of the respective subsidiary companies. A statement showing the financial highlights of the subsidiary companies is enclosed to the Consolidated Financial Statements.

The Annual Report of your Company does not contain full financial statements of the subsidiary companies; however, your Company will make available the audited annual accounts and related information of the subsidiary companies electronically in line with the Ministry of Corporate Affairs’ (MCA) Circular dated May 5, 2020, and its extensions from time to time upon written request by any Member of your Company.

Consolidated Financial Statements

Consolidated financial statements of your Company and its subsidiaries as of March 31, 2024, are prepared in accordance with the Indian Accounting Standard (Ind AS) - 110 on ‘Consolidated Financial Statements’ notified by the MCA and forms part of this Annual Report.

Changes in the capital structure of your Company during the year

a.    The Stakeholders Relationship and ESG Committee has inter-alia approved the allotment of 500,000 (Five Hundred Thousand only) Equity Shares of INR 10 each at the allotment price of INR 2,789 per Equity Share to PSPL ESOP Management Trust on April 6, 2023.

b.    The Stakeholders Relationship and ESG Committee has inter-alia approved the allotment of 100,000 (One Hundred Thousand Only) Equity Shares of INR 10 each at the allotment price of INR 2,133 per Equity Share to PSPL ESOP Management Trust on February 1, 2024.

c.    The Board of Directors of your Company, at its meeting held on Saturday, January 20, 2024, approved a proposal for Sub-Division / Split of 1 (One) Equity Share of INR 10/- (INR Ten Only) each into 2 (Two) Equity Shares of INR 5/- (INR Five Only) each and the consequent amendment to the Memorandum of Association of the Company which was approved by the Members of the Company through Postal Ballot on March 11, 2024.

Statutory Auditors

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

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

The Auditors’ Report for the FY 2023-24 does not contain any qualification, reservation, or adverse remark, however, contains a remark as follows:

As stated in Note 53 of the accompanying standalone financial statements and based on our examination, which included

test checks, except for the instance mentioned below, the Company, in respect of financial year commencing on

April 1,2023, has used an accounting software for maintaining its books of account which has a feature of recording audit

trail (edit log) facility and the same has been operated throughout the year for all relevant transactions recorded

in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being

tampered with, other than the consequential impact of the exception given below:

Nature of exception noted:

Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature. Details of Exception:

The accounting software (Oracle Fusion ERP) used for maintenance of books of accounts of the Company is operated by a third-party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.

The comments of the Board on the remark mentioned by the Statutory Auditors in the Audit Report are as follows:

“The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules, 2021) which is effective from April 1,2023, states that every company which uses accounting software for maintaining its books of account shall use only the accounting software where there is a feature of recording audit trail of each and every transaction, and further creating an edit log of each change made to books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Group uses a SaaS based ERP as a primary accounting software for maintaining books of account, which has a feature of recording audit trail edit logs facility and that has been operative throughout the financial year for the transactions recorded in the software impacting books of account at application level.

The database of the accounting software is operated by a third-party software service provider. The ‘Independent Service Auditor’s Assurance Report on the Description of Controls, their Design and Operating Effectiveness’ (‘Type 2 report’ issued in accordance with ISAE 3402, Assurance Reports on Controls at a Service Organisation) includes suitability of the design and operating effectiveness of controls. However, the availability of audit trail (edit logs) is not covered in the said report.

In our view, the group’s ERP being a SaaS based software, the audit trail at the database level is not applicable.”

The Audit Report forms part of the financial statements which are a part of this Annual Report.

Pursuant to Section 204 of the Act, the Board of Directors had appointed M/s. SVD and Associates, Practicing Company Secretaries, Pune as the Secretarial Auditors of your Company for the Financial Year 2023-24.

Accordingly, the Secretarial Auditors have given the report, which is annexed hereto as Annexure A. There are no qualifications / observations in the Secretarial Audit Report for FY 2023-24.

Reporting of Frauds by the Auditors

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against your Company by its officers or employees, the details of which would need to be mentioned in the Board’s report or directly to the Central Government under intimation to your Company.

Adequacy of the Internal Financial Controls

Your Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act.

Your Board has laid down policies and processes with respect to internal financial controls and such internal financial controls were adequate and were operating effectively. The internal financial controls covered the policies and procedures adopted by your Company for ensuring orderly and efficient conduct of business including adherence to your Company’s policies, safeguarding of the assets of your Company, prevention, and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Internal Audit

The details of the internal audit team and its functions are given in the Management Discussion and Analysis Report forming part of this Annual Report.

Disclosure about the Cost Audit

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

Particulars of Loans and Guarantees Given and Investments Made

Loans, guarantees and investments covered under Section 186 of the Act form part of the notes to the financial statements provided in this Annual Report (Refer notes 5, 6, 10, 14, 17, and 33 of the Standalone Financial Statements).

Transfer to Reserves

As per the policy of your Company on transfer of surplus profit to reserves, an amount of INR 3,942.66 Million has been transferred to the General Reserve and an amount of INR 1,696.69 Million will be retained in the Statement of Profit and Loss after payment of dividend. The balance in the Profit and Loss Account as of March 31, 2024, is INR 17,272.67 Million, and in the General Reserves is INR 25,854.48 Million.

Fixed Deposits

In terms of the provision of Sections 73 and 74 of the Act read with the relevant Rules, your Company has not accepted any fixed deposits during the year under report.

Liquidity

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

Your Company aims to balance between earning adequate returns on liquid assets and the need to cover financial and business risks. As of March 31, 2024, your Company, on a standalone basis, had cash and cash equivalents (including investments) amounting to INR 14,300.66 Million as against INR 11,352.08 Million as of March 31, 2023.

Update on Fixed Deposits with IL&FS

Your Company has deposits of INR 430 Million with Infrastructure Leasing & Financial Services Ltd. (IL&FS) and IL&FS Financial Services Ltd. (referred to as “IL&FS Group”) as on the balance sheet date. These were due for maturity between January 2019 and June 2019. In view of the uncertainty prevailing with respect to recovery of outstanding balances from IL&FS Group, the Management of your Company has fully provided for these deposits, along with interest accrued thereon till the date the deposits had become doubtful of recovery. The Management is hopeful of recovery though with a time lag and continues to monitor developments in the matter.

Related Party Transactions

The Policy to determine the materiality of related party transactions and dealing with related party transactions, as approved by the Board of Directors, is available on your Company’s website at https://www.persistent.com/investors/corporate-governance/related-partv-transactions-policv/

During the year under report, your Company did not enter into any material transaction with any party who is related to it as per the Act. There were certain transactions entered into by your Company with its subsidiaries and other parties who are related within the meaning of the Indian Accounting Standard Ind AS - 24. The attention of Members is drawn to the disclosure of transactions with such related parties set out in Note No. 33 of the Standalone Financial Statements, forming part of this Annual Report. The Board of Directors confirms that none of the transactions with any of the related parties were in conflict with your Company’s interests. The list of Related Party Transactions entered into by your Company for the Financial Year 2023-24 (on a consolidated basis) is available on https://www.persistent.com/investors/corporate-governance/related-party-transactions-policy/

The related party transactions are entered into based on considerations of various business requirements, such as synergy in operations, sectoral specialisation, and your Company’s long-term strategy for sectoral investments, optimisation of market share, profitability, legal requirements, liquidity, and capital resources of subsidiaries.

All related party transactions are entered into on an arm’s length basis, are in the ordinary course of business, and are intended to further your Company’s interests.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is given in Annexure B in Form No. AOC-2 and the same forms part of this report.

B. Board and its Committees

Board Meetings

The details pertaining to the composition, terms of reference, and other details of the Board of Directors of your Company and the meetings thereof held during the Financial Year 2023-24 are given in the Report on Corporate Governance forming part of this Annual Report.

Directors and Key Managerial Personnel

During the year under report, the Members of your Company in the 33^rd AGM confirmed the appointment of Prof. Ajit Ranade (DIN: 00918651) as an Independent Director of your Company, not liable to retire by rotation, to hold office for the first term of 5 (Five) consecutive years i.e. from June 6, 2023, to June 5, 2028.

Retirement of Prof. Deepak Phatak, Independent Director

On April 2, 2023, Prof. Deepak Phatak (DIN: 00046205), upon reaching the age of 75 years, decided to step down from the position of Independent Director of your Company. This is in accordance with your Company’s internal norms with respect to the age of Independent Directors. He had confirmed that there were no material reasons for his resignation.

The Board thanked Prof. Phatak for his contribution and wished him the best for his future endeavors.

Retirement by Rotation

In terms of Section 152(6) of the Act and Article 137 of the Articles of Association of your Company, Mr. Sunil Sapre

(DIN: 06475949), Executive Director is liable to retire by rotation at the ensuing AGM as he is the Non-Independent Director

who is holding office for the longest period among the Non-Independent Directors on the current Board.

Mr. Sapre has confirmed his eligibility and willingness to accept the office of Director of your Company if confirmed by the Members at the ensuing AGM. In the opinion of your Directors, Mr. Sapre has the requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the reappointment of Mr. Sapre till September 30, 2024, be passed with the requisite majority.

Appointment of Directors since last AGM

1\ Proposed appointment of Ms. Anjali Joshi as an Additional Director (Independent Member), not liable to retire by rotation, to hold office with effect from June 10, 2024, till June 9, 2029

The Nomination and Remuneration Committee (‘NRC’) of the Board of Directors of the Company at its meeting held on June 7, 2024 recommended the appointment of Ms. Anjali Joshi (DIN: 10661577) as an Additional Director (Independent Member) of the Company.

The Board at its meeting held on June 7, 2024, discussed the same and in-principal agreed to the proposal of the NRC for the appointment of Ms. Joshi, subject to the completion of certain necessary statutory requirements by Ms. Joshi. Your Board considered expertise in the Software Industry, large-scale global operations, strategy and planning, and business acumen of Ms. Joshi while recommending her appointment. She has since obtained a valid registration of the Independent Directors Databank.

The Board will consider and approve her appointment as an Additional Director (Independent Member) through a circular resolution once the Statutory Requirements are completed by Ms. Joshi. Further details will form part of the 34^th AGM notice.

2\ Proposed re-appointment of Mr. Praveen Kadle (DIN: 00016814) as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (Five) consecutive years i.e. for a term up to April 22, 2025

The Nomination and Remuneration Committee (the ‘NRC’) of the Board of Directors at its meeting held on June 7, 2024, recommended the re-appointment of Mr. Praveen Kadle, Independent Director (DIN: 00016814) who will retire from the Board on April 22, 2025, for a second term of 5 (Five) years. The NRC evaluated the balance of skills, knowledge, and experience on the Board and recommended that Mr. Praveen Kadle shall be reappointed as an Independent Director for a further term of 5 (Five) years form April 23, 2025, till April 22, 2030, at the ensuing AGM in order to ensure a seamless continuation and stability on the Board.

In the opinion of the NRC, Mr. Kadle has requisite qualifications and experience. The Board will consider and approve his re-appointment through a circular resolution . Further details will form part of the 34^th AGM notice.

3\ Re-appointment of Mr. Sunil Sapre, Pune, India (DIN: 06475949) as an Executive Director of the Company liable to retire by rotation, to hold the office with effect from October 1, 2024, till December 31,2024.

Pursuant to the recommendation from the Nomination and Remuneration Committee, your Board recommends the re-appointment of Mr. Sunil Sapre as an Executive Director with effect from October 1, 2024, till December 31, 2024, i.e., till the date of Mr. Sapre’s superannuation, subject to the approval of the Members at the ensuing AGM. Your Board considered his expertise, wide industry experience and financial acumen for recommending his appointment. Pursuant to the provisions of the Act, he is liable to retire by rotation. Mr. Sapre has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing AGM.

In the opinion of your Directors, Mr. Sapre has requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment of Mr. Sapre be passed with the requisite majority. Mr. Sapre’s profile forms part of this Annual Report and has also been provided in the 34^th AGM notice.

As on the date of this report, your Company has 7 (Seven) Non-Executive Members on the Board who are Independent Directors. Pursuant to Regulation 17(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘Listing Regulations’), every listed company where the Chairperson is an Executive Director shall have at least half of its total strength of the Board of Directors as Independent Directors. Your Company complies with this requirement.

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

1\ Prof. Ranade, Independent Director of the Company, Director of Mahratta Chamber of Commerce Industries and Agriculture (MCCIA) where Dr. Anand Deshpande (Chairman and Managing Director of the Company) is the Vice President and Director, and Mr. Arvind Goel (Independent Director of the Company) is the Director.

2\ Dr. Deshpande is the Nominee of the Chancellor on the Board of Management of Gokhale Institute of Politics and Economics, where Dr. Ranade is a Vice-Chancellor.

In terms of the Listing Regulations, your Company conducts the Familiarisation Programme for Independent Directors about their roles, rights, and responsibilities in your Company, the nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of the same can be found at: https://www.persistent.com/investors/familiarisation-programme/

Declaration of Independence by Independent Directors

The Board confirms that all Independent Directors of your Company have given a declaration to the Board that they meet the criteria of independence as prescribed under Section 149(6) of the Act along with the Rules framed thereunder and Regulation 16 of the Listing Regulations.

Further, they have included their names in the databank of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the Financial Year 2023-24, a separate meeting, exclusively of the Independent Directors was held on July 20, 2023, in which the Independent Directors transacted the following businesses along with a few other important strategic and policy-related matters:

1\ Reviewed performance of the Executive Directors and Management of the Company

2\ Discussed the quality, quantity and timeliness of the flow of information between the Directors and the Management of the Company

3\ Discussed the strategic matters of the Company and current state of the global IT industry 4\ Discussed the business continuity plan in the organisation

Committees of the Board

The details of the powers, functions, composition, and meetings of all the Committees of the Board held during the year under report are given in the Report on Corporate Governance forming part of this Annual Report.

Audit Committee

The details pertaining to the composition, terms of reference, and other details of the Audit Committee of the Board of Directors of your Company and the meetings thereof held during the Financial Year are given in the Report on Corporate Governance forming part of this Annual Report. The recommendations of the Audit Committee in terms of its Charter were considered positively by the Board of Directors of your Company from time to time during the year under Report.

Nomination and Remuneration Committee

The details including the composition and terms of reference of the Nomination and Remuneration Committee and the meetings thereof held during the Financial Year and the Remuneration Policy of your Company and other matters provided in Section 178(3) of the Act are given in the Report on Corporate Governance section forming part of this Annual Report.

The policy for the appointment of a new director on the Board is as follows:

The Board of Directors decide the criteria for the appointment of a new director on the Board from time to time depending on the dates of retirement of existing Directors and the strategic needs of your Company. The criteria include expertise area, industry experience, professional background, association with other companies, and similar important parameters.

Once the criteria are determined, the Board directs the Nomination and Remuneration Committee to compile profiles of suitable candidates through networking, industry associations and business connections. The Nomination and Remuneration Committee considers each and every profile on the decided parameters and shortlists the candidates.

Members of the Nomination and Remuneration Committee interact with at least two and at the most four potential candidates.

Efforts are made to ensure that the Board has adequate diversity across various parameters such as nationality and gender in terms of The Board Diversity Policy. The Board has decided that for every position of the Board, female candidates will also be considered.

The Board Diversity Policy adopted by the Board sets out its approach to diversity. The policy is available on our website, at https://www.persistent.com/wp-content/uploads/2023/05/Board-Diversitv-Policv.pdf

Once the Committee is convinced about a candidate’s competency, his/her business acumen, commitment towards his/her association with your Company, disclosure of his/her interest in other entities and his/her availability for your Company on various matters as and when they arise, it recommends the candidate to the Board of Directors for its further consideration. Generally, the Board accepts the recommendation by consensus.

The said Policy is also available on your Company’s website at https://www.persistent.com/wp-content/uploads/2022/05/ Policy-for-appointment-of-a-new-director.pdf

The general terms and conditions of appointment of Independent Directors is available on the Company website at

https://www.persistent.com/investors/corporate-governance/other-disclosures/terms-and-conditions-of-appointment-of-

independent-directors/

Performance Evaluation of the Board, its Committees and Directors

Your Company conducts the annual performance evaluation of the Board, the Chairman, its various Committees, and the Directors individually including the Independent Directors. The performance evaluation is done by an external management consultant who specialises in the Board evaluations. The performance of the Board is evaluated by seeking inputs from all the directors and senior management. The evaluation criteria include aspects such as the Board composition, structure, effectiveness of board processes, information, and functioning, etc.

This year, the evaluation was conducted in March and April 2024 and the findings of the evaluation were presented at the meetings of the Nomination and Remuneration Committee and the Board of Directors held in April 2024.

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

Employees’ Remuneration

The percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) (as required under the Act) to the median of employees’ remuneration, and the details required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of Annexure C to the Report.

The statement containing particulars of all the employees employed throughout the year and in receipt of remuneration of INR 1.02 Crore or more per annum and employees employed for part of the year and in receipt of remuneration of INR 8.5 lakh or more per month, as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, pursuant to first proviso to Section 136 (1) of the Act, this report is being sent to the Members excluding the aforesaid information. Any Member interested in obtaining the said information may write to the Company Secretary at the Registered Office of the Company and the said information is open for inspection at the Registered Office of the Company.

Employee Stock Option Plan

Your Company has 13 (Thirteen) ESOP Schemes as of March 31, 2024. These Schemes are being implemented as per the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB Regulations’), and as of March 31, 2024, 2 (Two) schemes viz. Persistent Employee Stock Option Scheme 2014 and Persistent Systems Limited — Employee Stock Option Plan 2017 are active.

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

In the Financial Year 2023-24, 343,200 options were granted under PESOS 2014, and 1,865,325 options were granted under ESOP 2017.

As required under the SEBI SBEB Regulations, the Secretarial Auditor’s certificate on the implementation of share-based schemes in accordance with these regulations will be made available at the AGM.

The disclosure pursuant to the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at https://www.persistent.com/wp-content/uploads/2023/06/esop-details-2024.pdf

Corporate Social Responsibility

Your Company is committed to making a difference to the community that we are all part of. Your Company treats the society and the environment among the stakeholders of your Company.

Your Company has engaged with various non-profit organisations and has voluntarily donated 1% profit of the Company for social causes since 1996 and 2% of the profit since 2013, in accordance with Section 135 of the Companies Act, 2013.

To institutionalise and to further your Company’s CSR commitment, your Company formed a Public Charitable Trust — ‘Persistent Foundation’ in the Financial Year 2008-09. When the CSR provisions were first introduced in the Companies Act 2013, your Directors decided to formally request Persistent Foundation’s help to fulfil the Company’s CSR obligations.

Persistent Foundation (the ‘Foundation’) is celebrating its fifteenth year of establishment this year. During these 15 years, the Foundation has contributed to many projects spread across different geographies in association with well-known NGOs to reach out to large number of beneficiaries.

Your Company acknowledges the contribution made by the Foundation in coordinating and ensuring that the CSR donations made by your Company are being effectively deployed as proposed and have an impact on society. Volunteering by employees of the Company is an important part of the Foundation’s mission. Your Company believes that when employees contribute to the community it makes them feel good which in turn helps in their productivity.

Persistent Foundation’s main focus areas include Health, Education, Community Development and Wildlife and Heritage Conservation.

During the year under report, the Foundation was able to continue to create excitement among employees to participate in socially relevant causes. With the cooperation of the employees of your Company, the Foundation has set up several well-defined programmes and activities for the promotion of education, health, community development, and Wildlife and Heritage Conservation. These activities are carried out through projects undertaken by the Foundation with the support of the employees and through the Government authorities, reputed social organisations, and institutions.

The total CSR contribution of INR 175.45 Million, which was 2% of the profits calculated as per the Act, was spent on various CSR initiatives through the Foundation during the Financial Year 2023-24.

A detailed Report on CSR activities of your Company under the provisions of the Act during the Financial Year 2023-24 is annexed hereto as Annexure D.

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

Your Company is pleased to inform you that in addition to the above-mentioned Public Charitable Trust, your Company has incorporated a Wholly Owned Subsidiary Company under Section 8 of the Act by the name of ‘Persistent India Foundation’ on May 1, 2024, to carry out the CSR activities of the Persistent Group. Your Company believes that moving the CSR activities to a Section 8 Company will help with ease of compliance and streamlining activities.

Persistent India Foundation will work on the same focus areas as that of the Foundation.

CSR Committee and CSR Policy

The Board of Directors of your Company has constituted a CSR Committee to help your Company frame, monitor, and execute the Company’s CSR activities under its CSR scope. The Committee defines the parameters and observes them for effective discharge of your Company’s social responsibility.

The Board of Directors of your Company has further approved the CSR Policy of your Company to provide a guideline for the Company’s CSR activities.

The CSR Policy is uploaded on your Company’s website at https://www.persistent.com/investors/csr-at-persistent/

Your Company’s CSR Policy highlights that the need for contributing to the society is extensive and your Company can make a significant impact by staying focused on a few areas through its social initiatives.

The constitution of the CSR Committee is provided in the Report on Corporate Governance section forming part of this Annual Report.

Stakeholders Relationship and ESG Committee

The Stakeholders Relationship Committee was constituted on October 4, 2007.

Your Company believes that in today’s day and age, the definition of the stakeholders must be extended beyond what is traditionally considered as stakeholders. Accordingly, your Company has decided to adopt a broader definition of stakeholders to explicitly include society, customers, partners, our employees, the shareholders, vendors and even the environment.

Your Company also aims to provide more focused and detailed efforts toward ESG implementation. Considering the same, the Board, at its meeting held in January 2022, decided to assign the Stakeholders Relationship Committee the additional responsibility of overseeing the ESG monitoring-related work at the company. Accordingly, the name of the Committee was amended to ‘Stakeholders Relationship and ESG Committee’.

A separate section on ESG at Persistent can be accessed at Environmental, Social and Governance Report I Persistent Systems and the ESG Report for FY 2023-24 can be accessed at https://www.persistent.com/wp-content/ uploads/2024/06/esg-sustainability-report-2024.pdf

C. Equity and Related Information

Listing with the Stock Exchanges

The Equity Shares of your Company are listed on BSE Limited (BSE) (Scrip Code: 533179) and the National Stock Exchange of India Limited (NSE) (Symbol: PERSISTENT) since April 6, 2010. Listing fees for the Financial Year 2023-24 have been paid to both BSE and NSE.

The ISIN of your Company has changed to INE262H01021 upon the Sub-Division of the Equity Shares of the Company w.e.f. March 28, 2024, and the Equity Shares with Face Value of INR 5/- per share can be viewed under the new ISIN.

Institutional Holding

As on March 31, 2024, the total institutional holding in your Company stood at 50.84% of the total share capital.

Dividend for the Financial Year 2023-24

The details of the Dividend for the Financial Year 2023-24 and 2022-23 are as follows:

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

a.    Document attachment — 1 (PAN)

b.    Document attachment — 2 (Forms)

c.    Document attachment — 3 (Any other supporting document)

Please note that the documents (duly completed and signed) should be uploaded on the website of Link Intime in order to enable the Company to determine and deduct appropriate TDS/Withholding Tax.

Incomplete and/or unsigned forms and declarations will not be considered by the Company.

The Members may note that in case the tax on said interim/final dividend is deducted at a higher rate in absence of receipt of the aforementioned details/documents, the option is available to the Members to file the return of income as per the Income Tax Act, 1961 and claim an appropriate refund, if eligible.

Transfer of Unclaimed Dividend and Corresponding Shares to the IEPF Authority

During the year under report, your Company has transferred the unclaimed and unpaid dividend of INR 271,449 to the IEPF Authority. Further, 1,315 (2,630 post-split) corresponding shares on which the dividend was unclaimed for seven consecutive years have been transferred as per the requirement of the IEPF Rules.

Further, your Company also gave the necessary effect of the Sub-Division / Split on the Equity Shares which have been transferred to IEPF on April 10, 2024.

The details are provided in the shareholder information section of this Annual Report and are also available on the website: https://www.persistent.com/investors/unclaimed-dividend/

The Board has appointed Mr. Amit Atre, Company Secretary, as the Nodal Officer to ensure compliance with the IEPF rules. His coordinates form part of the Corporate Governance Report in this Annual Report.

D. ESG

Your Company’s commitment to ESG outlines your company-wide approach to integrating Environmental, Social, and Governance (ESG) considerations into the business activities. Your Compay is dedicated to working with the people, clients, partners, and communities to build a more equitable, sustainable, and healthier world through the application of technology and engineering.

Our ESG Vision

Since 2022, Persistent supports the Ten Principles of the United Nations Global Compact (UNGC) on human rights, labour, environment and anti-corruption. We express our commitment to making the UNGC principles part of the strategy, culture and day-to-day operations of our company. Our ESG framework includes the following:

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

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

Social Responsibility: Commitment to positively impact society.

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

Environmental Sustainability: We and our stakeholders face both challenges and opportunities from climate change and environmental sustainability. We are firmly dedicated to lowering and minimising the environmental impact of our internal operations.

Our focus will be on four aspects:

\ Reducing Greenhouse Gas (GHG) emissions and using energy from Renewable sources \ Improving the efficiency of water use and recycling \ Waste management that is sustainable and reduces waste to landfill \ Protecting biodiversity

We will achieve this through the following:

\ Setting clear and ambitious goals that are based on sound scientific principles

\ Establishing strong governance through alignment of our business strategies with sustainability agenda \ Using best-in class solutions and technologies available to reduce GHG emissions from own and value chain operations \ Reducing the consumption of fossil-fuel based energy by transitioning to renewable & green energy

Priorities and Targets:

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

\ Achieve Carbon Neutrality for Scope 1 and Scope 2 by FY 2026 \    100% electricity sourced from renewable energy by FY 2026

\ Reduce 30% emissions (Scope 3) from our global operations by FY 2028

\ Net-zero GHG emissions by FY 2050 will be achieved by:-Science based targets (SBTi) commitment

-    Sourcing 100% renewable energy

-    Using technology solutions

-    Carbon offsetting

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

Your Company has published its ESG/Sustainability Report for the FY 2023-24 and the same is available on your Company’s website at https://www.persistent.com/wp-content/uploads/2024/06/esg-sustainability-report-2024.pdf The same is also available at your Company’s ESG webpage at: https://www.persistent.com/company-overview/environmental-social-and-governance/

Some of the activities carried out by your Company are reiterated below:

Your Company believes that conservation of energy is essential and as a responsible corporate citizen, your Company must encourage all employees, vendors and other stakeholders to act on ensuring reduced usage of energy on a perpetual basis.

Your Company has deployed various energy saving devices and systems, which help in conserving energy and has resulted in significant savings in energy costs. Your Company has made capital investments amounting to INR 54.12 Million during the Financial Year 2023-24.

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

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

Your Company is working on various initiatives to reduce the footprint as follows:

Green Building Initiatives

\ Your Company uses 100% eco-certified furniture. All the furniture including sofas, chairs, tables, etc. are BIFMA certified all upcoming projects.

\ Two buildings, “Bhageerath” and “Ramanujan” facilities from Pune, are IGBC Platinum-certified buildings.

\ Our two buildings from Pune viz. “Bhageerath” has a BEE 2 Star & “Aryabhatta-Pingala” has a BEE 3 Star rating.

\ Optimum usage of daylight: 55% of the total regularly occupied areas achieve natural daylight of 300 lux or more.

\ Your Company strives to procure materials locally within a radial distance of 500km. This helps to reduce the transportation distance and effective fuel consumption resulting in minimising the overall Carbon emission.

\ Low VOC Emitting Materials: Use of low VOC Paints and adhesives, CRI Green Label plus certified carpets, and green plywood which is Green Pro certified.

\ Double wall brickwork construction reduces AC Load.

\ Use of crushed sand instead of river sand.

\ Use of fly ash bricks instead of clay bricks.

\ Use of double Glass Unit with low ‘E’ glass for windows and facades.

\ Double glass partition for meeting rooms.

\ Material Acoustic Performance: As recommended, we have installed acoustic ceiling materials, double glass partitions for meeting rooms, CRI green label plus certified partitions, cavity system with glass wool insulation for the partitions.

Green Initiative

Enhancing Corporate Wellness through Indoor Plants

In today’s world, where corporate offices are increasingly adopting sustainable practices, your Company takes pride in its commitment to environmental responsibility and employee well-being. As part of our ongoing green initiative, we have transformed our offices into a thriving oasis of nature by incorporating over 15,000 indoor plants. This visionary project not only aligns with our sustainability goals but also fosters a healthier and more productive workplace.

Energy Efficiency Initiatives:

Energy efficiency initiatives are the initiatives to reduce energy requirements without impacting the performance of operations, eliminate energy waste, and use high energy efficiency technology equipment. Energy efficiency brings a variety of benefits: reducing greenhouse gas emissions, reducing demand for energy imports, and lowering our costs.

HVAC Retrofit

\ Replaced existing ACs based on R-22 with energy efficient inverter-based ACs with environment-friendly R-32 gas, resulting in a 15% reduction in electricity consumption

\ Replaced duct able AC units with energy-efficient inverter-based ACs, resulting in a 12% reduction in electricity consumption

\ Upgraded the chiller system with high-efficiency chiller systems at Bhageerath, Pune facility, reducing energy and water consumption. resulting in ~30 % reduction in electricity consumption

\ Replaced old chiller system with high-efficiency VRV System at the Charak-Bhaskar facilities in Goa (lesser energy and water consumption) resulting in energy saving of ~20 % in HVAC consumption

\ Controlled Ozone System: Integrated with air conditioning for energy saving & indoor air quality improvement resulting in energy saving of ~21 % in AHU power consumption

\ Cold aisle containment in the Data centre: Resulted in a saving of ~18% in HVAC Power consumption of the Data centre

Lighting Efficiency

\ Transitioned from CFLs to LED lamps - Replaced CFLs by LED lamps: 5,365 No’s of CFLs by LED lamps - indoor, outdoor & all common areas such as parking, lobbies, toilets etc. in our facilities i in the last FY, resulted in an energ saving of ~40 % in lighting power consumptions

\ Proactively controlled smart lighting and AC with sensors and timers / sequential timers / occupancy / motion sensors

Operational Efficiency

\ Energy-saving measures are taken right from the design stage, like double wall construction, low-e glass for facades and windows with double-glazed glass i.e., DGUs, maximum use of natural light and ventilation, underdeck insulation, etc.

\ Use of ASVG, AHF, and Automatic Power Factor Correction (APFC) units at all locations to ensure near unity PF and maintain the current harmonics of less than 5%.

\ Upgradation to high-efficiency modular online UPS systems to reduce losses & have flexibility for future growth. ~18% energy saving achieved

\ Use the thin client in place of CPU for training rooms and some of the projects

\    100% change over to laptops from desktops to reduce energy consumption and enable work from home, thus reducing

office occupancy and optimising power consumption on ACs and office network equipment

\ Active harmonic filter panel for automatic power factor and harmonics control in electrical system, to improve power quality and reduce losses

\ Regulated and optimised schedules for workings of lifts, vending machines, ventilation systems, water coolers, etc.

(Shut off at night / off working hours except bare minimum required)

\ Installed Variable Frequency Drives (VFDs) in fresh air and Air Handling Unit (AHU) systems for better control and adjustment, optimising energy consumption

\ Controlling and monitoring daily operations through building management system

\ Optimised running hours of air-conditioned systems: Temperature set points are altered based on working time, occupancy, and seasonal aspects. (e.g., In winter, night hrs., weekends etc.)

\ AC Discipline: No cool air leakages from each air-conditioned area

\ AC optimisation: In server rooms and data centres, we have optimised AC utilisation by removing unwanted heat loads, space optimisation, reorganising inlet and outflow, and wall insulation

\ Conference rooms and common area ACs are set to a minimum temperature of 24⁰ C

Renewable Energy

We maintain a dedicated focus on energy usage, with a strategic emphasis on sourcing renewable energy which entails sourcing

100% of its electricity from renewable energy sources by 2026. Presently we source renewable energy from Wind and Solar.

Through the adoption of renewable energy, Persistent not only reduces the carbon footprint but also contributes to the global

effort to combat climate change.

We have a dedicated team to undertake Green Initiatives and work on those projects.

a.    Persistent Onsite Rooftop Solar Plants - A total of 1.437 MWp have been installed, at Pune, Goa and Nagpur, India.

Total emissions reductions — 1356 tCO2e.

b.    Persistent Offsite Wind Mills: 2 windmills with capacity of 2.1 MW. We take wind generated units rebate in our electricity bills and the remaining generated units is converted to Renewable energy Certificates (REC) which is used for Carbon Neutrality. Total emissions reductions - 4798 tCO2e.

Carbon Reduction Initiatives

To achieve the goal of net-zero emissions by the end of 2050, Persistent focusing first on actual reductions across Scope

1, 2, and 3 emissions and then removing any remaining emissions through nature-based carbon removal offsets. The most

significant aspects relate to indirect emissions from Scope 2 electricity usage and Scope 3 emissions from purchased goods and services and business travel.

Persistent is not only committed to achieving the net zero goal, but we are also actively accelerating and scaling the actions to ensure we reach this target. Here’s how we are doing it:

\ Accelerating Actions: Persistent is fast-tracking carbon reduction initiatives. This includes speeding up the transition to renewable energy sources, implementing energy-efficient technologies at a faster pace, and expediting waste reduction efforts.

\ Scaling Actions: Persistent is scaling up successful initiatives across all levels of the organisation. If a particular strategy proves effective in one department or region, steps are being taken to implement the same company-wide.

\ Implementation of iREC and Carbon credit from Nature base project for residual energy consumption.

Net Zero Commitment

Persistent is committed to achieving Net Zero emissions globally by 2050. Persistent will do this through Net Zero Goal. Persistent is adopting a science-based approach to Net Zero emissions reduction target-setting.

Persistent’s short-term plan focuses on immediate actions and the long-term plan involves strategic initiatives. Together, these plans will guide us towards the goal of achieving net-zero emissions, contributing to a sustainable future.

Water Management initiatives

\ Prevention of overflow from overhead tanks using the auto-level control system

\ As the touchless water taps are installed with no batteries, the hazardous maintenance work of checking and replacing the batteries periodically is eliminated and hazardous waste generation is avoided.

\ Special nozzles / aerators were installed to reduce water flow at water taps

\ “No leaky tap” policy — leaky tap / pipe is repaired within 2 hours (immediately in cases)

\ Monitoring water meter readings twice every day to detect overuse / excessive leakage

\ STP output water is recycled for gardening at our Pune, Nagpur and Goa facilities, recycled water gets reused for gardening and flushing of toilets

\ Infrastructure and system installed for collection of natural underground spring water leakages / seepages and recycling it for non-drinking and gardening use to reduce consumption of treated water

\ Ground water recharging with rainwater harvesting system in Hinjewadi-Pune, Nagpur & Goa facility

\ Frequent awareness campaigns are run to encourage employees to save water in the office & at home

Waste Management

Since Persistent is an IT/ITES company, there is no raw and finished physical goods supply/distribution or linked manufacturing / transportation involved. Hence, recycling of material at our premises is largely not applicable.

The Waste Management initiatives are as follows

\ Disposal Bins for various types of scrap generated i.e., to collect dry waste (Civil debris, furniture waste, paper, cardboard, plastic, and glass etc.) and wet waste (organic waste). The collected dry waste was segregated and further sent to municipal waste collection. Wet waste is also collected separately and sent to municipal waste collection

\ E-waste & hazardous waste is handed over only to authorised agencies approved by the State Pollution Control Board. Employees are also encouraged to deposit their personal E-waste at all our company facilities for disposal, the same way

\ Started an initiative of refurbishing old end-of-life (EOL) laptops and donating them to needy NGOs/ educational institutes, thereby creating employment and achieving recycling rather than scrapping them as E-waste

\ Minimised plastic bags to almost zero and encouraged cloth or paper bags instead; Persistent organises “No Plastic Days” to promote awareness of using plastic

\ ‘ZERO PLATE WASTAGE’ week is observed twice a year and regular awareness is through mail and posters

\ Almost paperless office with all work done on email/ soft copies except where statutorily mandated or required by govt. rules / procedures

\ ‘Two-sided printing’ is set as the default printing mode to reduce paper consumption \ All waste papers are shredded and recycled through a vendor partner \ All garden waste is treated in compost pit to get organic fertiliser \ Dry garbage is collected on daily basis by “Swachh” an NGO appointed by PMC \ No Tobacco / No smoking policy in our entire organisation

\ Single use plastic water bottles banned plastic spoons / plates / crockery also banned EV charging stations

\ Introduced EV charging station at 2- 2-wheeler & 4-wheeler parking areas with a Centralised Monitoring System. This will help us to reduce the Carbon Footprint & encourage employees to use electric vehicles with no pollution & minimise environmental impact

\ Started using electric vehicles for employees’ commute from April 2024, with no pollution & to minimise environmental impact

Other Initiatives - Awareness Drives

Your Company is running an awareness drive among the employees towards sustainable living under the banner “Towards Sustainable Tomorrow” which includes energy monitoring and saving methods at home, promoting renewable energy at home / societies, composting, water saving and other initiatives.

Organisation-level declarations sustainability for stakeholders

\ Since FY22 we have published our efforts in ESG and achievements against our goal to all our external stakeholders by publishing externally assured ESG reports as per ISAE 3000 standards. The report is in accordance to Global Reporting Initiative (GRI Standards) 2021, Business Responsibility and Sustainability Reporting (BRSR) requirements of Security Exchange Board of India (SEBI). Sustainability Accounting Standard Board (SASB) standards, Task Force on Climate related Financial Disclosures (TCFD). Principles, and the material issues are also aligned with the United Nations Sustainable Development Goals (UNSDGs) ensuring transparency and accountability and forms the basis of our Communication on Progress (CoP) with the UN Global Compact (UNGC)

\ Your Company has participated in Carbon Disclosure Project (CDP) (https://www.cdp.net/en). This is a huge transparency initiative for all our stakeholders - investors, shareholders, customers, employees, vendors, etc

\ Your company has disclosed its ESG progress in S&P Global Corporate Sustainability Assessment (CSA) (https://portal.csa.spglobal.com) and now we are a proud participant of CSA

\ Persistent registered for IGBC & LEED programme for new upcoming facility & during the renovation of the building

\ Persistent “Bhageerath”, and “Ramanujan” Pune facility “IGBC PLATINUM” certified under the “Green Interiors” category

\ Won an award for the “Energy Conservation and Management Award” category at the MEDA Annual Awards 2023

\ We are one of the very few IT companies to have 1.437 MWp solar panels on almost all onsite rooftops and two offsite windmills with a capacity of 2.1 MW each

\ We partnered with “Grow Tree” to plant 1000+ trees on behalf of our Clients and Global recruitment partners

E. Other Disclosures

Corporate Governance

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

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

Management Discussion and Analysis

Report on Management Discussion and Analysis as stipulated under the Listing Regulations and any other applicable laws for the time being in force based on audited consolidated financial statements for the Financial Year 2023-24 forms an integral part of this Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report as stipulated under the Listing Regulations and any other applicable law for the time being in force describing the initiatives taken by the Management from an environmental, social, and governance perspective form an integral part of this Annual Report and is available at https://www.persistent.com/wp-content/ uploads/2024/06/business-responsibilitv-and-sustainabilitv-report-2024.pdf.

Risk Management Policy

Report on Risk Management based on the risk management policy developed and implemented at your Company for the Financial Year 2023-24 forms an integral part of this Annual Report.

Vigil Mechanism (Whistleblower Policy)

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

Whistleblower Helpline

Your Company expects its employees to raise concerns if they have any reason to believe that any employee, or any other stakeholder may have engaged in misconduct, which includes violations or potential violations of law, regulation, rule, or breaches of your Company’s policy, standards, procedure, or the Code of Conduct for Directors and Employees.

In the FY 2023-24, your Company has established a 24x7 toll-free number for their employees to report their concerns.

The callers can record their complaints which are received directly by the Whistleblower Administrator who is the Chairperson of the Audit Committee. This being an automated system safeguards the caller’s identity and anonymity is maintained.

Your Company prohibits retaliatory actions against anyone who raises concerns or questions in good faith, or who participates in a subsequent investigation of such concerns.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has an Anti-Harassment Policy in place which is in line with requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the ‘Act’ for this section). All employees (permanent, contractual, temporary and trainees) are covered under this policy.

Your Company has gone beyond the intention of the law and has made this policy applicable for all the employees unlike the contents of the law. Your Company follows this practice as a part of equal employment opportunity including the gender equality.

Your Company has constituted the Internal Complaints Committees (IC) across all Company locations in India and abroad to consider and resolve all sexual harassment complaints reported to this Committee. The constitution of the IC is as per the Act and the Committee includes an external member with relevant experience at India locations. The Ethics Committee at the global locations acts in the capacity of the Internal Complaints Committee where the local laws do not enforce the constitution of such a Committee.

During the year under report, your Company has not received any complaints of sexual harassment. Further, as of March 31, 2024, there were no pending complaints of sexual harassment in your Company.

Secretarial Standards

The Institute of Company Secretaries of India (ICSI) has issued the Secretarial Standards.

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

Other Certifications

The details about the other ISO certifications for technical processes and systems are provided in Annexure E to this Report and form an integral part of this report.

Information Security

Your Company maintains a mature Information Security Management System with Policies, Processes and Controls to minimise the Cyber Security Risks. The governance and management of security compliance and risk is reviewed periodically. Persistent development centres are certified under ISO 27001, ISO 27017, ISO 27018, ISO 27701, ISO 22301, and SOC 2 Type II.

Your Company is focused on cyber resilience and provides all the necessary budgets needed to build a robust cyber resilience. Your Company’s Global IT and Information Security team has taken a holistic and comprehensive approach to address the need to secure the employees’ laptops, the corporate network, and confidential data against inadvertent and malicious attacks, including the customer-specific security requirements. Your Company’s cloud first strategy is enabled by cloud security measures spanning access management, cloud data security, ensuring privacy in the cloud, safeguarding cloud workloads, effective monitoring and incident management of the cloud aligned to business-relevant outcomes.

Specific steps include allocation of secure laptops to every employee, installation of disk encryption, next generation antivirus solution, enhanced data leakage prevention solutions, implementation of Multi Factor Authentication, Secure and governed internet access, and Zero Trust Model to ensure cyber resiliency. The emailing solution is equipped with advance anti phishing functionality ensuring a secure channel of communication through email.

Your Company has implemented a robust disaster recovery process with a well-articulated cyber resilience playbook substantiated by robust Disaster Recovery. The periodic Disaster Recovery drills ensure the functionality and availability of the critical services. Your Company has a steadfast focus on spreading information security awareness through mandatory information security awareness trainings at joining followed by periodic refresher sessions and usage of enterprise-wide communication and collaboration platforms to keep users updated on evolving cybersecurity risks. The training effectiveness is validated through periodic phishing simulations.

Your Company believes that security is an ongoing activity, and as Persistent evolves and expand its business, all stakeholders can rest assured that Persistent will continue to improve its security posture to ensure continuous compliance.

Subsidiary Companies, Associate Companies and Joint Ventures

During the year under Report, your Company did not acquire any new entities, however, restructured group entities as follows:

1\ The Board of Persistent Systems Inc. USA (Wholly Owned Subsidiary) set up an entity in Poland by the name of Persistent Systems Poland sp. z o.o. (Step Down Subsidiary) on April 5, 2023.

2\ CAPIOT Software Pte. Limited, Singapore (Step Down Subsidiary) was struck off on April 6, 2023.

3\ SCI Fusion 360 LLC, USA, (Step Down Subsidiary) was dissolved with effective from May 31, 2023.

4\ Youperience Limited, UK (Step Down Subsidiary) was dissolved with effect from June 27, 2023.

5\ Youperience GmbH, (step down subsidiary) merged into Persistent Systems Germany, GmbH (Wholly Owned Subsidiary) with effect from August 21, 2023.

6\ Parx Consulting GmbH, (Step Down Subsidiary) merged into Persistent Systems Germany, GmbH (Wholly Owned Subsidiary) with effect from August 25, 2023.

7\ CAPIOT Software, Inc. (Step Down Subsidiary) has been dissolved effective from December 29, 2023, pursuant to the Certificate of Dissolution issued by the Secretary of the State of Delaware on January 16, 2024.

8\ Persistent Systems S.R.L, Italy (Step Down Subsidiary) has been dissolved and struck off from the Business Register with effect from February 26, 2024.

9\ The Equity Shares of Persistent Systems UK Limited (a Step-Down Subsidiary) were transferred from Aepona Group Limited, Ireland (a Step-Down Subsidiary) to Persistent Systems Limited resulting in a Wholly Owned Subsidiary (WOS) of the Company.

10\ The Company has incorporated a Company (Not for Profit) under Section 8 of the Companies Act, 2013 on May 1, 2024.

11\ The Equity Shares of Persistent Systems Australia Pty Ltd (SDS) were transferred from Capiot Software Inc. to Persistent Systems Inc. (WOS) of the Company.

12\ The Board of Directors of your Company at its meeting held on January 19, 2024, approved a Scheme of Merger of Capiot Software Private Limited (Wholly Owned Subsidiary) into Persistent Systems Limited (Holding Company). The Scheme of Merger was filed with the Hon’ble National Company Law Tribunal (the ‘NCLT’) on March 22, 2024, and the further directions from the NCLT are awaited.

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

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Company’s website at https://www.persistent.com/investors/

The Policy for determining material subsidiaries of your Company is available on your Company’s website at https://www. persistent.com/investors/policv-on-material-subsidiarv/. According to the said Policy, Persistent Systems Inc., USA is the material subsidiary of your Company.

Infrastructure

Your Company has adopted the hybrid working model. During the FY 2023-24, the total built-up capacity owned by your Company in India and abroad was 134,363 m² which is adequate for 10,000+ employees.

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

Along with your Company owned premises, your Company also operates from leased and managed facilities in Australia, Canada, Costa Rica, France, Germany, India, Malaysia, Mexico, Poland, Scotland, Sri Lanka, Switzerland, UK and USA in an area of 45,635.73 m² adequate for 4000+ employees.

Annual Return

In accordance with the Act, the annual return in the prescribed format (MGT-7) for the FY 2023-24 is available at

https://www.persistent.com/wp-content/uploads/2024/06/annual-return-2024.pdf

Other Matters

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions

on these items during the year under report:

1\ Dr. Anand Deshpande, Chairman and Managing Director and Mr. Sunil Sapre, Executive Director of your Company did not receive any remuneration or commission from any of the subsidiaries.

2\ Mr. Sandeep Kalra, Executive Director and Chief Executive Officer received remuneration from Persistent Systems Inc., USA in addition to remuneration received from your Company.

3\ No significant or material orders were passed by the Regulators or Courts or Tribunals impacting your Company’s going concern status and operations in the future except the following matter that was concluded during FY 2023-24.

Update on the SEIS matter

In respect of the export incentives pertaining to previous periods amounting to INR 255.52 million, which have been refunded under protest with interest of INR 41.03 million, aggregating to INR 296.55 million, your Company had filed an application with Directorate General of Foreign Trade (DGFT). The Company believes that its services were eligible for the export incentives and the dispute is purely an interpretation issue given the highly technical nature.

With the intention of avoiding litigation and settling the dispute, your Company had applied before the Settlement Commission for settlement of the case and had offered to forego INR 296.55 million. Your Company had recognised a provision of INR 296.55 million for the quarter ended December 31, 2022, which was presented as an “exceptional item” in the statement of profit and loss for that year. During the year, the Settlement Commission has approved your Company’s application and has settled the liability of INR 296.55 million including interest. As the amount has already been provided for in full by your Company, no further adjustment is necessary in the results.

4\ There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of FY 2023-24, nor has the Company done any one-time settlement with any Bank or Financial Institution in India or abroad.

Awards and Recognitions during the Financial Year 2023-24

Your Company received several prestigious awards and recognitions in various categories, such as

(1) Technology, (2) Corporate, and (3) People. Brief details of these awards are uploaded to your Company’s website at

Awards and Recognitions I Persistent Systems.

Highlights of these are also available in the ‘Corporate Information’ section of this Annual Report.

Directors’ Responsibility Statement

Your Directors state that:

1\ In preparation of the annual accounts, the applicable Accounting Standards have been followed and there is no material departure;

2\ Your Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as of March 31, 2024 and of the profit of your Company for that year;

3\ Your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities, if any;

4\ The annual accounts have been prepared on a going concern basis;

5\ Your Directors had laid down internal financial controls to be followed by your Company and that such internal financial controls are adequate and were operating effectively;

6\ Your Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Future Outlook

As we plan for the year ahead, our inherent resilience continues to be a cornerstone in navigating the complex tapestry of macroeconomic challenges which include slower industry growth, tightening margins, elevated interest rates, and geopolitical uncertainties. We enter FY25 with cautious optimism, steadfast in our commitment to collaborate with our clients and spearhead innovative solutions that elevate our uniquely differentiated proposition. Our strategy is focused on two primary areas: growth and financial discipline while keeping the client at the centre of everything we do. We are dedicated to cultivating a culture of operational efficiency that enhances profitability, accelerates cash flow generation, and allows us to strategically reinvest in our growth initiatives. This commitment is coupled with rigorous budgetary discipline, ensuring our agility to respond to evolving market dynamics.

Despite the global economic landscape avoiding deep recessions and a slowdown in corporate layoffs, financial pressures continue to challenge many companies’ capacities to innovate and expand. This has led to a global contraction in tech spending, elongating decision-making cycles for IT investments and making the environment more competitive. In response, enterprises are prudently managing their capital expenditures while recognising that strategic investments in technology and innovation remain crucial for unlocking new business value and revenue streams. This is particularly evident in the growing investments in AI and GenAI solutions, where companies are proactively advancing strategies to leverage Al’s transformative potential. Persistent stands out as a strategic implementation partner, with our robust suite of AI frameworks and solutions, a future-ready approach, and a proficient AI-trained workforce ready to deliver impactful results for both existing clients and new prospects.

Our clientele, comprising some of the most renowned brands across diverse industry sectors, benefit from our unmatched technology and business expertise. We continuously integrate best practices and insights from our partnerships into our processes and offerings. Our ecosystem is strengthened by deepened relationships with all major hyperscalers and strategic alliances that enhance our capabilities in data management, advanced analytics, and cybersecurity. Additionally, we are collaborating with leading startups and industry pioneers to co-develop new intellectual property and products that drive client growth and reduce operational costs.

As we continue our growth journey, we remain dedicated to empowering our 23,800+ global workforce with the necessary skills and opportunities to stay at the forefront of technology advancements, thereby enriching our clients’ ventures. We are equally committed to nurturing a diverse and inclusive culture that supports personal growth, learning and development, and social and environmental responsibility.

The resilience built into our business model through years of strategic planning and investment prepares us to thrive in the upcoming fiscal challenges. Our track record as a trusted partner reassures our clients and prospects of our capability to guide them through financial complexities and market uncertainties. We are optimistic about maintaining our leadership in the market and continuing to deliver exceptional value to our investors, clients, employees, and partners as we forge ahead.

As we close this chapter of our journey and look forward to the opportunities and challenges in the coming year, we remain deeply committed to our core values and our pursuit of excellence. Together, with relentless drive and a unified vision, we will continue to innovate and lead, ensuring Persistent Systems not only meets but exceeds the expectations of our clients, partners, and communities worldwide. Thank you for your continued support and belief in our mission. We are excited about what lies ahead and are confident that our collective efforts will propel us towards greater heights.

Acknowledgments and Appreciation

Your Board places on record the support and wise counsel received from the Government of India, particularly the Department of Electronics and Information Technology, the Ministry of Corporate Affairs, the Ministry of Finance, the Ministry of Commerce and Industry, the Reserve Bank of India and the Securities and Exchange Board of India throughout the financial year.

Your Board extends its sincere thanks to the officers and staff of the Software Technology Parks of India - Pune, Nagpur,

Goa, Mumbai, Ahmedabad, Indore, Bengaluru and Noida, Visakhapatnam Special Economic Zone - Telangana, SEEPZ Special Economic Zone - Mumbai, Cochin Special Economic Zone, Central Tax and Customs Department, Department of Revenue, Income Tax Department, Department of Electronics, Director General of Foreign Trade, Ministry of Industries, Government of Maharashtra, Director of Industries, Inspector General of Registration, Maharashtra Pollution Control Board, Goa Pollution Control Board, Central Pollution Control Board, Department of Shops and Establishments, Department of Telecommunication, Ministry of Commerce and Industries, Ministry Of Electronics and Information Technology, Department of Commerce (SEZ Section), Regional Director of Western Region, Registrar of Companies, Maharashtra, Pune, Goods and

Service Tax Department, Infotech Corporation of Goa Limited, Goa Industrial Development Corporation, Madhya Pradesh State Electronics Development Corporation Ltd., National Stock Exchange of India Limited, BSE Limited, Central Depository Services (India) Limited, National Securities Depository Limited, Local Municipal Corporations and Gram Panchayats where Company operates, Maharashtra State Electricity Distribution Company Limited, Telangana (erstwhile Andhra Pradesh) State Electricity Board, Telangana State Industrial Infrastructure Corporation, Maharashtra Industrial Development Corporation, Karnataka Industrial Development Corporation, BSNL and Internet Service Providers, District Administration and State Police departments, Export Promotion Councils, Maharashtra Airport Development Corporation Limited, and Development Commissioner, MIHAN (SEZ).

Your Board also extends its sincere thanks to M/s. Walker Chandiok & Co LLP, Chartered Accountants, Statutory Auditors;

M/s. Joshi Apte & Co., Chartered Accountants, Tax Auditors; M/s. SVD and Associates, Company Secretaries, Secretarial Auditors; Trustees of Persistent Foundation; wing of Ernst & Young LLP, providers of Compliance Manager Tool and WyattPrism, ESG Consultants; for their services to your Company.

Your Board also extends its thanks to Axis Bank, Banco Nacional - Costa Rica, Banco Nacionalde Mexico S. A., Bank of Baroda, Bank of India, Bank of Tokyo-Mitsubishi, Barclays Bank, BNP Paribas, BNY Mellon Wealth Management, Canara Bank, Citibank NA, Common Wealth Bank, Deutsche Bank, First National Bank, HDFC Bank, Hongkong and Shanghai Banking Corporation, Silicon Valley Bank, Union Bank of India, VR-Bank Ismaning Hallbergmoos Neufahrn eG, Wells Fargo Bank, Zurcher Kantonal Bank and their officials for extending excellent support in all banking-related activities.

Your Board places on record its deep sense of appreciation for the committed services of all the employees and partners of your Company at all levels.

Your Board thanks Members for placing immense faith in them.

Your Board takes this opportunity to express its sincere appreciation for the contribution made by the employees at all levels of your Company. The consistent growth was made possible by their hard work, solidarity, cooperation, and support.

1

The payment of the Final Dividend of INR 10 per Equity Share of INR 5 each is subject to your approval during the 34^th AGM of your Company. The Dividend will be paid out of the profits of your Company.

Out of the interim dividend declared in January 2024, INR 0.23 Million remained unclaimed as of March 31, 2024.

The total unpaid dividend as on March 31, 2024 for the last 7 (Seven) years is INR 2.97 Million which is 0.02% of the unclaimed dividend over these 7 (Seven) years.

Your Company has a Dividend Distribution Policy and the same has been uploaded on the website at https://www.persistent.com/wp-content/uploads/2016/09/Dividend-Distribution-Policy.pdf As per the policy, the dividend payout ratio shall be maintained up to 40% of the Consolidated Profit After Tax.

Pursuant to the Finance Act, 2020 (the ‘Act’ for this section), dividend income is taxable in the hands of shareholders and the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

As per the Act, your Company is expected to deposit 10% of the dividend to the Income Tax Department as TDS on your behalf. Your Company has appointed M/s. Link Intime India Private Limited (‘Link Intime’) to manage the share and dividend management process. They have created a facility for online submission of Tax Exemption forms where the shareholders can submit their tax-exemption forms along with other required documents.

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”.