Nagarro SE

• Joint reasoned statement of Management Board and Supervisory Board published
• Offer price of EUR 81.00 per share considered to be adequate and fair
• Management Board and Supervisory Board support the strategic partnership and recommend that shareholders accept the offer

MUNICH, Aug. 14, 2026 /PRNewswire/ -- The Management Board and the Supervisory Board of Nagarro SE ("Nagarro" or the "Company") today published their joint reasoned statement pursuant to Section 27 of the German Securities Acquisition and Takeover Act ("WpÜG") on the voluntary public takeover offer (cash offer) of Galaxy Germany Holding SE (the "Bidder"). The Bidder is a company directly controlled by Persistent Systems Limited, a publicly listed company based in India ("Persistent").

After having independently and carefully reviewed and evaluated the offer document published by the Bidder, both the Management Board and the Supervisory Board recommend all Nagarro shareholders to accept the public takeover offer.

Both welcome the economic and strategic intentions of the Bidder as laid out in the offer document, in which the Bidder reiterated its intention to support and further develop Nagarro's current business strategy, to work with the existing Management Board for the success of the combined group and the intention to support the existing workforce of Nagarro Group as well as the underlined highest respect for the achievements of the employees of Nagarro Group to date. The intended measures and objectives have already been largely agreed in the Business Combination Agreement concluded on 26 June 2026, which defines a common framework for the future cooperation in detail.

The Management Board and the Supervisory Board of Nagarro SE consider the offer price of EUR 81.00 per Nagarro share to be adequate and fair. The offer price allows shareholders to secure immediately and upfront a significant share of the targeted long-term value creation, without having to bear the execution risks and related temporary effects.

The offer price of EUR 81.00 per share represents a premium of approximately 140 percent to the Xetra stock exchange price of Nagarro of EUR 33.74 on 25 June 2026 (the last trading day prior to the announcement of the decision to launch the offer on 26 June 2026), a premium of approximately 93 percent to the three-month volume-weighted average stock exchange price and a premium of approximately 112 percent to the one-month volume-weighted average stock exchange price, in both cases prior to and including 25 June 2026. In addition, the offer price exceeds the median of the target price expectations by research analysts of EUR 72.00 by approximately 12.5 percent and includes a premium of EUR 9.00.

"The Management Board continues to expressly support the envisaged strategic partnership with Persistent to accelerate our business, generate growth momentum, and advance the transformation of Nagarro. The submitted offer is in the best interest of our stakeholders and the offer price of EUR 81.00 per share represents an attractive premium for our shareholders, to whom we recommend acceptance," says Manas Human, Co-Founder and CEO of Nagarro SE.

"After thorough review of the economic and strategic benefits, we believe this offer represents a great opportunity for Nagarro and its shareholders. As financially adequate, the offer reflects the value and potential of the Company," adds Christian Bacherl, Chairperson of the Supervisory Board of Nagarro SE.

The acceptance period commenced with the publication of the offer document on 6 August 2026 and ends on 17 September 2026 at 24:00 hrs (Frankfurt am Main local time) / 18:00 hrs (New York local time). Nagarro shareholders may accept the public takeover offer of the Bidder via their respective custodian bank. Shareholders are advised to contact their respective custodian bank or other custodian investment service provider to tender their shares. The offer document and further information are available at www.galaxy-offer.com.

The offer is subject to various offer conditions. These include, inter alia, a minimum acceptance threshold of 50 percent plus one (1) share of the relevant Nagarro shares, merger control clearances and foreign direct investment approvals in several jurisdictions and a clearance under Indian FEMA law by the Reserve Bank of India. Closing of the offer is anticipated in Q4 calendar year 2026 or Q1 calendar year 2027.

The offer forms part of a taking private strategy and post-settlement, the Bidder intends to pursue a delisting of the Nagarro shares from the regulated market of the Frankfurt Stock Exchange (Prime Standard) as soon as legally and practically possible. The Management Board of Nagarro has expressed in the Business Combination Agreement, subject to its fiduciary duties, to support a delisting if so requested by the Bidder in the future. The Bidder has undertaken vis-à-vis Nagarro not to enter into a domination and/or profit and loss transfer agreement for at least two (2) years after closing.

The Bidder and the persons acting jointly with the Bidder have already secured approximately 20 percent of the shares in Nagarro through a binding agreement with Lantano Beteiligungen GmbH, the investment vehicle of the largest shareholder of Nagarro.

Copies of the joint reasoned statement of the Management Board and the Supervisory Board of Nagarro SE are also available free of charge from Nagarro SE, Investor Relations, Baierbrunner Straße 15, 81379 Munich, Germany (requests via e-mail to ir@nagarro.com stating a complete postal address). The joint reasoned statement and, if applicable, any amendments hereto as well as any additional statements on possible amendments to the takeover offer will be published in German and as a non-binding English translation on the internet at https://www.nagarro.com/en/investor-relations/voluntary-public-takeover-offer-by-persistent. Only the German version is authoritative.

For the assessment of the takeover offer, only the joint reasoned statement of the Management Board and the Supervisory Board is authoritative. The information in this press release does not constitute an explanation or supplement to the contents in the joint reasoned statement.

J.P. Morgan is serving as sole joint financial advisor to the Management Board and Supervisory Board of Nagarro, Freshfields is serving as sole joint legal advisor.

About Nagarro

Nagarro is a global AI-native engineering and transformation company that engineers intelligence into enterprises securely, responsibly, and at scale. Distinguished by its entrepreneurial, agile, and global character, Nagarro is guided by its CARING values. The company employs around 18,700 people across 39 countries. For more information, please visit www.nagarro.com.

(FRA: NA9) (SDAX) (ISIN: DE000A3H2200) (WKN: A3H220)

Disclaimer on forward looking statements

This publication contains "forward-looking statements" with respect to Nagarro´s results of operations, financial condition, liquidity, prospects, growth, and strategies. Forward-looking statements include, but are not limited to, statements regarding objectives, targets, strategies, outlook, and growth prospects, including guidance for the financial year ending 31 December 2026, medium-term targets, Nagarro´s working capital, capital structure and dividend policy, future plans, events, or performance, economic outlook, and industry trends. This publication constitutes neither an offer to purchase nor a solicitation of an offer to sell shares or other securities of Nagarro SE. The public takeover offer itself as well as its terms and conditions and further information relating to the public takeover offer are published in the offer document of Galaxy Germany Holding SE. Investors and shareholders of Nagarro are advised to carefully read the offer document and all other documents relating to the public takeover offer, in particular the joint reasoned statement of the Management Board and the Supervisory Board, as they contain important information. Nagarro shareholders are also advised to seek independent advice, if necessary, in order to reach an informed decision on the content of the offer document and the takeover offer.

Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "will", "could", "may", "should", "expects", "intends", "prepares" or "targets" (including in their negative form or other variations). By their nature, forward-looking statements are inherently predictive, speculative and involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. All subsequent written or oral forward-looking statements attributable to Nagarro or any member of Nagarro, or any persons acting on their behalf are expressly qualified in their entirety by the factors referred to above. No assurances can be given that the forward-looking statements in this document will be realised. Any forward-looking statements are made of the date of this announcement. Subject to compliance with applicable law and regulations, Nagarro does not intend to update these forward-looking statements and does not undertake any obligation to do so. It should be noted that past results are not an indicator of future results. Interim results are not necessarily an indicator of the full-year results.

References to Nagarro are to Nagarro SE and references to Nagarro Group are to Nagarro SE and its subsidiaries unless otherwise stated.

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MUNICH, Aug. 14, 2026 /PRNewswire/ -- Today, Nagarro, a global AI transformation and engineering leader, presented its unaudited financial numbers for Q2 2026 and H1 2026, and released its half-yearly financial report.

Q2 results

In Q2 2026, revenue grew to €252.4 million, up from €252.0 million in Q2 2025. On a constant-currency basis, YoY revenue growth was 2.0%, which translated to growth of 0.2% in Euro terms. Organic YoY revenue growth for the quarter was 0.6% in constant currency, which translated to negative 1.1% in Euro terms. Gross profit declined to €81.8 million (32.4% of revenues) in Q2 2026 from €83.7 million (33.2% of revenues) in Q2 2025. Adjusted EBITDA increased to €37.8 million (15.0% of revenue) in Q2 2026, up from €30.5 million (12.1% of revenue) in Q2 2025.

EBITDA declined to €27.7 million in Q2 2026, from €32.0 million in Q2 2025. While adjusted EBITDA grew by €7.3 million year-on-year, EBITDA decreased by €4.3 million, primarily due to YoY increase in share-based payment arrangements cost of €12.0 million (expense of €8.1 million in Q2 2026, against an income of €3.9 million in Q2 2025). For the same reason, EBIT declined to €19.2 million in Q2 2026 from €23.4 million in Q2 2025. Net profit increased to €10.6 million in Q2 2026, up from €8.3 million in Q2 2025 mainly due to absence of withholding tax expense on intra-group dividends. The number of clients generating more than €1 million revenue in last 12-month period was 184 as of June 30, 2026, up from 179 as of March 31, 2026.

Operating cash inflow in Q2 2026 increased to €29.8 million from €4.9 million in Q2 2025 primarily due to higher collections from trade receivables and lower taxes paid.

At the Annual General Meeting held on June 29, 2026, a dividend of €1.00 per share, amounting to €12.4 million and representing 14.9% of 2025 EBIT, was declared. This compares with a dividend of €1.00 per share, amounting to €12.6 million and representing 13.1% of 2024 EBIT, declared at the AGM held on June 30, 2025.

H1 results

In H1 2026, Nagarro's revenues increased to €500.5 million in H1 2026, up from €498.9 million in H1 2025. On a constant-currency basis, YoY revenue growth was 4.2%, which translated into growth of 0.3% in Euro terms. Organic YoY revenue growth was 2.7% in constant currency, which translated into negative 1.1% in Euro terms. Gross profit and gross margin remained broadly stable at €159.2 million (31.8% of revenues) in H1 2026, compared with €159.3 million (31.9% of revenues) in H1 2025. Adjusted EBITDA increased to €69.1 million (13.8% of revenue) in H1 2026, up from €60.8 million (12.2% of revenue) in H1 2025.

EBITDA increased to €66.5 million in H1 2026 from €65.0 million in H1 2025. EBIT increased to €49.2 million in H1 2026 from €47.5 million in H1 2025. Net profit increased to €29.8 million in H1 2026, up from €19.6 million in H1 2025.

Operating cash inflow in H1 2026 declined to €29.5 million from €42.4 million in H1 2025 due to pending collections from some clients, which are being collected in Q3 2026. Days of sales outstanding (DSO), calculated based on the quarterly revenue, and including both contract assets and trade receivables, has stayed flat at 86 days on June 30, 2026 from March 31, 2026.

Nagarro's cash balance as of June 30, 2026 was €131.3 million, up from €124.6 million at the end of December 31, 2025. Nagarro's loans and borrowings remained broadly stable at €310.5 million as of June 30, 2026, compared with €310.1 million as of December 31, 2025. The company reported 18,711 professionals as of June 30, 2026.

The summarized table for the three-month period ended June 30, 2026 is as follows:

The summarized table for the six-month period ended June 30, 2026 is as follows:

Nagarro SE will hold its earnings call to discuss half-yearly financial report 2026 on August 14, 2026, at 01:00 pm CEST (04:00 am PT / 06:00 am CT / 07:00 am ET / 12:00 pm BST / 03:00 pm GST / 04:30 pm IST / 07:00 pm SGT / 08:00 pm JST).

To attend, please register in advance at https://www.nagarro.com/en/investor-relations/half-yearly-q2-statements-call-2026.

About Nagarro

Nagarro is a global AI-native engineering and transformation company that engineers intelligence into enterprises securely, responsibly, and at scale. Distinguished by its entrepreneurial, agile, and global character, Nagarro is guided by its CARING values. The company employs around 18,700 people across 39 countries. For more information, visit www.nagarro.com.

(FRA: NA9) (SDAX) (ISIN: DE000A3H2200) (WKN: A3H220)

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