Persistent Systems Limited — Capital/Financing Update 2019

Jun 25, 2019

NSE & BSE / 2019-20 / 28

June 25, 2019

The Manager, Corporate Services, National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), Mumbai 400 051

Ref: Symbol: PERSISTENT

The Manager, Corporate Services, Bombay Stock Exchange Limited 14th Floor, P J Towers, Dalal Street, Mumbai 400 001

Ref: Scrip Code: 533179

Dear Sirs,

Sub: Information pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Regulations'), we wish to inform you that the Company's wholly owned subsidiary in Germany viz., Persistent Systems Germany GmbH has entered into a Share Purchase Agreement dated June 25, 2019 to acquire 100% share capital of Youperience GmbH, a Salesforce Certified Gold Partner in Germany. The acquisition is subject to customary closing conditions which are expected to be completed within 2 weeks. The Company will update on the closure of the transaction in due course.

In this regard, please find enclosed an intimation and the details of the said acquisition as prescribed under Reg. 30(2) and (6) of the Regulations read with Schedule Ill to the Regulations and SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 9, 2015 as Annexure I.

Please acknowledge the receipt.

Thanking you,

Yours sincerely, For Persistent S stems Limited

Ami re C rnpany Secretary ICSI Membership No. A20507

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Persistent Systems Limited, Bhageerath, 402, Senapati Bapat Road, Pune 411016 I Tel : +91 (20) 670 30000 Persistent Systems Inc., 2055, Laurelwood Rd, Suite 210, Santa Clara, CA 95054, USA I Tel : +1 (408) 216 7010 CIN - L 72300PN1990PLC056696 I Fax - +91 (20) 6703 0009 I e-mail - info@persistent.com I Website - www.persistent.com

Annexure I

Sr. No.	Particulars	Details
1.	Full Name of the entity to be acquired, details inbrief such as size, turnover etc.	YouperienceGmbH(Youperience)isaSalesforce Gold partnerwith estimatedrevenues of about €3.S Million for 12 monthsended March 31, 2019
2.	Whether the acquisition would fall withinrelated party transaction(s) and whether thepromoter/ promoter group/ group companieshave any interest in the entity being acquired? Ifyes, nature of interest and details thereof andwhether the same is done at "arm's length"	The acquisition does not classify as a RelatedParty Transaction.The Promoter/ Promoter Group have nointerest in the entity being acquired.
3.	Industry to which the entity being acquiredbelongs	The entity is focused on Salesforce.comrelated implementation services.
4.	Objects and effects of acquisition (including butnot limited to,disclosure ofreasons foracquisition of target entity, if its business isoutside the main line of business of the listedentity)	TheproposedacquisitionstrengthensPersistent's Salesforce practice in Europe andin the Salesforce Marketing Cloud domain.
S.	Brief details of any governmental or regulatoryapprovals required for the acquisition	As per our understanding, no governmentalor regulatory approvals are required for thisacquisition.
6.	Indicative time period for completion of theacquisition	It is expected that the acquisition will becompleted (Closing of the transaction) within2 weeks or as soon as thereafter subject tosatisfaction of customary closing conditions.
7.	Natureofconsideration-whethercashconsideration or share swap and details of thesame	The consideration would be in cash.
8.	Cost of acquisition or the price at which theshares are acquired	Theenterprisevaluepayablefortheacquisition of 100% shares of Youperience isestimated to be €4.8 Million, subject tocustomary adjustments for working capital.Additionally, an amount up to €2 Million tobe payable over 2 years which is contingentonperformanceandretentionofKeyManagement Employees.

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Sr. No.	Particulars	Details
9.	Percentage of shareholding / control acquiredand/or number of shares acquired	100%
10.	Brief background about the entity acquired interms of products/line of business acquired,date of incorporation, history of last 3 yearsturnover, country in which the acquired entityhaspresenceandanyothersignificantinformation (in brief)	•l9corporatedinNovember2017,Youperience is a Salesforce Consultingand Implementation Partner with deepexpertise in Salesforce Marketing Cloud.Youperience is based out of Germanyandoperatesthroughitsaffiliate,Youperience Ltd. in the UK market.•PersistentSystemsGermanyGmbH,through this acquisition of Youperience,has also acquired 30% shareholding inYouperienceLtd.,UK,affiliateofYouperience as a part of this dealstructure.Since the above agreement alreadyincludesacquisitionofstakeinYouperience Ltd., separate disclosure forthisindirectacquisitionisnotwarranted.•Revenue for Calendar Year 2018 was €2.8Million.