EQS-Adhoc: Nagarro SE: Nagarro signs business combination agreement with Persistent Systems and supports voluntary public takeover offer to all shareholders at EUR 81 per share

Munich, 26 June 2026 – Nagarro SE (“Nagarro” or the “Company”) entered into a business combination agreement (the “Business Combination Agreement”) with Persistent Systems Limited, an Indian technology service company listed on the Bombay Stock Exchange and the National Stock Exchange of India (“Persistent”), and Galaxy Germany Holding SE (the “Bidder”), a direct subsidiary of Persistent. As set out in the Business Combination Agreement, the Bidder intends to launch a voluntary public takeover offer against cash consideration (freiwilliges Übernahmeangebot in Form eines Barangebots) within the meaning of Section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) to all shareholders of the Company for all Nagarro shares (the “Offer”).

The offer price will be EUR 81.00 (in words: eighty-one Euros) in cash per Nagarro share (the “Offer Price”) and it represents a premium of approximately 93.5% to the volume-weighted Xetra average price over the past three months as of (including) 25 June 2026. In connection with the Offer, the Bidder has already entered into a share purchase agreement with Lantano Beteiligungen GmbH, the investment vehicle of the founding shareholder of Nagarro, under which Lantano has agreed to sell its entire approximately 20% stake in Nagarro to the Bidder at the Offer Price. Members of the Management Board of Nagarro also intend to tender their privately held blocks of shares into the Offer.

The Offer will be subject to a minimum acceptance threshold of 50% plus one share of all outstanding Nagarro shares, inclusive of shares acquired under the share purchase agreement with Lantano. Closing is anticipated in Q4 2026 / Q1 2027, subject to regulatory approvals and other customary conditions.

As agreed within the Business Combination Agreement, the Bidder does not intend to enter into a domination and/or profit and loss transfer agreement for a duration of two years after closing of the Offer. Following completion of the Offer, the Bidder intends to pursue a delisting of Nagarro shares from the regulated market (Prime Standard) of the Frankfurt Stock Exchange as soon as practicable and legally feasible in alignment with the Management Board of Nagarro subject to its fiduciary duties.

The main objective of the transaction is to accelerate the growth and strengthen the competitive positioning of the Nagarro group through improved access to customers, delivery footprint, capabilities and global execution muscle.

The Management Board and the Supervisory Board of the Company are of the view that the transaction is in the best interest of the Company, its shareholders, employees and other stakeholders. They support the Offer and, subject to a review of the offer document (Angebotsunterlage) to be published by the Bidder, intend to recommend to shareholders the acceptance of the Offer in their joint reasoned statement (gemeinsame begründete Stellungnahme) pursuant to Section 27 WpÜG.

The offer document will be prepared and submitted by the Bidder to the German Federal Financial Supervisory Authority (“BaFin”) for review. Following BaFin approval, the offer document will be published and made available at www.galaxy-offer.com. The Management Board and Supervisory Board will issue their joint reasoned statement promptly after publication of the offer document.