MIRA INFORM REPORT

Report Date :

13.09.2013

IDENTIFICATION DETAILS

Name :	PERSISTENT SYSTEMS LIMITED
Registered Office :	Bhageerath, 402, Senapati Bapat Road, Pune – 411016, Maharashtra
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	30.05.1990
Com. Reg. No.:	11-056696
Capital Investment / Paid-up Capital :	Rs. 400.000 Millions
CIN No.: [Company Identification No.]	L72300PN1990PLC056696
TAN No.: [Tax Deduction & Collection Account No.]	PNEP00909G
PAN No.: [Permanent Account No.]	AABCP1209Q
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is engaged in Outsourced Software Product Development Services.
No. of Employees :	2266 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (64)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 40000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well-established and a reputed company having a fine track record. The financial position of the company appears to be sound and healthy. Directors are reported as well experienced and knowledgeable businessmen. It has recorded a better growth in its income earned from operations and the profitability appears to be good. Trade relations are reported as trustworthy. Business is active. Payment terms are regular and as per commitment. The company can be considered good for business dealings at usual trade terms and conditions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION PARTED BY (GENERAL DETAILS)

Name :	Mr. Rakesh
Designation :	Admin Executive
Contact No.:	91-20-67030000
Date :	11.09.2013

LOCATIONS

Registered Office :	Bhageerath, 402, Senapati Bapat Road, Pune – 411016, Maharashtra, India
Tel. No.:	91-20-67030000/ 30234000
Fax No.:	91-20-67030009
E-Mail :	corpse@persistent.co.in auadhoot_upadye@persistent.co.in anirudha_deshpande@persistent.co.in info@persistent.co.in
Website :	www.persistent.co.in
SEZ Units :	Located at Pune Hyderabad
Branches in India :	Located at Pune Nagpur Goa Hyderabad Bangalore
Overseas Branches :	Located at Australia Canada Europe Japan Malaysia The Netherlands USA

DIRECTORS

As on 31.03.2013

Name :	Dr. Anand Deshpande
Designation :	Founder, Chairman and Managing Director
Name :	Mr. Pradeep Kumar Bhargava
Designation :	Independent Director
Name :	Mr. Sanjay. Kumar Bhattacharya
Designation :	Independent Director
Name :	Dr. Anant Jhingran
Designation :	Independent Director
Name :	Dr. Dinesh Keskar
Designation :	Independent Director
Name :	Mr. P.B. Kulkarni
Designation :	Independent Director
Name :	Mr. Krithivasan Ramamritham
Designation :	Independent Director
Name :	Mr. Prakash Telang
Designation :	Independent Director
Name :	Mr. Kiran Umrootkar
Designation :	Independent Director
Name :	Mr. Nitin Kulkarni
Designation :	Executive Director

KEY EXECUTIVES

Name :	Mr. Amit Atre
Designation :	Company Secretary
Name :	Mr. Rohit Kamat
Designation :	Chief Financial Officer
Name :	Mr. Rakesh
Designation :	Admin Executive
COMMITTEES OF THE BOARD
Audit Committee :	Mr. Kiran Umrootkar Chairman, of the Committee and Independent Director Mr. Pradeep Kumar Bhargava, Independent Director Mr. Sanjay Kumar Bhattacharyya, Independent Director Mr. Nitin Kulkarni, Executive Director
Compensation and Remuneration Committee :	Mr. Prakash Telang, Chairman of the Committee and Independent Director Mr. Sanjay Kumar Bhattacharyya, Independent Director Dr. Anant Jhingran, Independent Director Dr. Dinesh Keskar, Independent Director
Executive Committee :	Mr. R B. Kulkarni, Chairman of the Committee and Independent Director Dr. Anant Jhingran, Independent Director Mr. Nitin Kulkarni, Executive Director Mr. Kiran Umrootkar, Independent Director Mr. Prakash Telang, Independent Director
Nomination and Governance Committee :	Dr. Dinesh Keskar, Chairman of the Committee and Independent Director Dr. Anant Jhingran, Independent Director Mr. R B. Kulkarni, Independent Director Mr. Prakash Telang, Independent Director Mr. Kiran Umrootkar, Independent Director
Shareholders/ Investors Grievance Committee :	Mr. Sanjay Kumar Bhattacharyya, Chairman of the Committee and Independent Director Mr. R B. Kulkarni, Independent Director Dr. Anand Deshpande, Chairman and Managing Director Mr. Nitin Kulkarni, Executive Director

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.06.2013

Category of Shareholders	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	15212920	38.03
Any Others (Specify)	369375	0.92
Directors/Promoters & their Relatives & Friends	369375	0.92
Sub Total	15582295	38.96
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	15582295	38.96
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	5778061	14.45
Financial Institutions / Banks	3702	0.01
Foreign Institutional Investors	5752859	14.38
Foreign Venture Capital Investors	1943716	4.86
Any Others (Specify)	183431	0.46
Foreign Companies	183431	0.46
Sub Total	13661769	34.15
(2) Non-Institutions
Bodies Corporate	410820	1.03
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 Million	2614377	6.54
Individual shareholders holding nominal share capital in excess of Rs. 0.100 Million	3607066	9.02
Any Others (Specify)	4123673	10.31
Non Resident Indians	343766	0.86
Trusts	3256637	8.14
Directors & their Relatives & Friends	27226	0.07
Clearing Members	492544	1.23
Foreign Nationals	3500	0.01
Sub Total	10755936	26.89
Total Public shareholding (B)	24417705	61.04
Total (A)+(B)	40000000	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1) Promoter and Promoter Group	0	0.00
(2) Public	0	0.00
Sub Total	0	0.00
Total (A)+(B)+(C)	40000000	0.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Sl. No.	Name of the Shareholder	No. of Shares held	As a %
1	Anand Suresh Deshpande	1,14,01,720	28.50
2	Suresh Purushottam Deshpande	38,11,200	9.53
3	Sulabha Suresh Deshpande	2,83,000	0.71
4	Sonali Anand Deshpande	56,000	0.14
5	Chitra Hemadri Buzruk	27,300	0.07
6	Padmakar Govind Khare	375	0.00
7	Hemadri Narayan Buzruk	2,700	0.01
	Total	1,55,82,295	38.96

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	As a %
1	PSPL ESOP Management Trust	3256557	8.14
2	Reliance Capital Trustee Company Limited A/c Reliance Equity Opportunities Fund	1268052	3.17
3	Smallcap World Fund Inc	1999379	5.00
4	Gabriel Venture Partners II (Mauritius)	1943716	4.86
5	HDFC Trustee Company Limited A/c HDFC Mid Cap Opportunities Fund	1443464	3.61
6	ICICI Prudential Discovery Fund	1061673	2.65
7	Saif Advisors Mauritius Limited A/c Saif India IV FII Holdings Limited	2133148	5.33
8	Ashutosh Vinayak Joshi	1050000	2.63
9	Shridhar Bhalchandra Shukla	1050000	2.63
10	DSP Blackrock Equity Fund	886343	2.22
11	American Funds Insurance Series Global Small Capitalization Fund	455000	1.14
12	Axis Mutual Fund Trustee Limited A/c Axis Mutual Fund A/c Axis Long Term Equity Fund	575610	1.44
	Total	17122942	42.81

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares held	As a %
1	PSPL ESOP Management Trust	3256557	8.14
2	Saif Advisors Mauritius Limited A/c Saif India IV FII Holdings Limited	2133148	5.33
	Total	5389705	13.47

BUSINESS DETAILS

Line of Business :	Subject is engaged in Outsourced Software Product Development Services.
Terms :
Selling :	Cash / Credit
Purchasing :	Cash / Credit

GENERAL INFORMATION

Customers :	Others
No. of Employees :	2266 (Approximately)
Bankers :	Axis Bank Bank of India BNP Paribas Bank of Tokyo-Mitsubishi Citibank NA HDFC Bank Limited State Bank of India Syndicate Bank

=

Banking Relations :	---
Auditors 1 :
Name :	S.R. Batliboi and Company Chartered Accountants
Auditors 2 :
Name :	Joshi Apte and Company Chartered Accountants
Subsidiaries :	Persistent Systems, Inc. Persistent Systems Pte. Limited Persistent Systems France S.A.S. Persistent Telecom Solutions Inc. Persistent eBusiness Solutions Limited (wholly owned subsidiary of Persistent Systems Inc.)

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
112000000	Equity Shares	Rs. 10/- each	Rs. 1120.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
40000000	Equity Shares	Rs. 10/- each	Rs.400.000 Millions

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

There is no movement in the shares outstanding at the beginning and at the end of the reporting period

b) Terms/ rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholder in the ensuring Annual General Meeting.

During the year ended March 31, 2013, the amount of per share dividend recognized as distribution to equity shares shareholders is Rs. 6

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in the proportion to the number of equity shares held by the shareholders.

c) Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date

Particulars	31.03.2013	31.03.2012
Equity shares allotted on September 17, 2007 as fully paid bonus shares by capitalization of securities premium Rs. 246.360 Millions and capitalization of capital redemption reserves Rs. 9.79 Millions	25.620	25.620

d) Details of shareholders holding more than 5% shares in the Company

Name of Shareholders	31.03.2013
	No. in Millions	% of Holding
Dr. Anand Deshpande	11.400	28.50
Mr. S.P. Deshpande	3.810	9.53
PSPL ESOP Management Trust	3.300	8.25
Reliance Capital Trustee Company Limited	2.430	6.07

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	400.000	400.000	400.000
(b) Reserves & Surplus	9660.440	7977.430	7043.370
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	10060.440	8377.430	7443.370
(3) Non-Current Liabilities
(a) long-term borrowings	14.200	6.540	0.000
(b) Deferred tax liabilities (Net)	0.000	0.000	83.940
(c) Other long term liabilities	0.360	0.000	0.000
(d) long-term provisions	79.870	70.870	60.610
Total Non-current Liabilities (3)	94.430	77.410	144.550
(4) Current Liabilities
(a) Short term borrowings	0.000	0.000	0.000
(b) Trade payables	230.570	178.000	316.720
(c) Other current liabilities	195.780	550.170	244.260
(d) Short-term provisions	709.680	523.190	522.920
Total Current Liabilities (4)	1136.030	1251.360	1083.900
TOTAL	11290.900	9706.200	8671.820
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2638.350	2402.670	1612.820
(ii) Intangible Assets	240.480	384.750	510.700
(iii) Capital work-in-progress	346.260	506.490	524.650
(iv) Intangible assets under development	0.000	16.760	28.840
(b) Non-current Investments	750.300	700.300	186.920
(c) Deferred tax assets (net)	111.780	76.490	56.470
(d) Long-term Loan and Advances	629.070	343.960	192.770
(e) Other Non-current assets	523.630	22.160	2.180
Total Non-Current Assets	5239.870	4453.580	3115.350
(2) Current assets
(a) Current investments	0.000	0.000	0.000
(b) Inventories	3116.180	1915.240	2500.420
(c) Trade receivables	2033.990	1660.400	1199.910
(d) Cash and cash equivalents	298.080	1043.990	867.960
(e) Short-term loans and advances	265.900	509.520	796.830
(f) Other current assets	336.880	123.470	191.350
Total Current Assets	6051.030	5252.620	5556.470
TOTAL	11290.900	9706.200	8671.820

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	9967.510	8103.640	6101.270
		Other Income	378.090	323.760	385.990
		TOTAL (A)	10345.600	8427.400	6487.260
Less	EXPENSES
		Employee benefit expenses	4778.600	4298.760	3338.290
		Cost of technical professionals	973.080	632.400	487.020
		Other expenses	1530.620	1030.870	833.700
		TOTAL (B)	7282.300	5962.030	4659.010
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		3063.300	2465.370	1828.250
Less	FINANCIAL EXPENSES (D)		0.360	0.000	0.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		3062.940	2465.370	1828.250
Less/ Add	DEPRECIATION/ AMORTISATION (F)		596.950	564.390	395.090
	PROFIT BEFORE TAX (E-F) (G)		2465.990	1900.980	1433.160
Less	TAX (H)		647.900	527.110	97.290
	PROFIT AFTER TAX (G-H) (I)		1818.090	1373.870	1335.870
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		3526.350	2913.390	2368.460
	ADJUSTMENT ON AMALGAMATION		0.000	67.620	0.000
Less	APPROPRIATIONS
		Transfer to General Reserve	727.240	549.600	534.400
		Interim Dividend	240.000	140.000	80.000
		Special Dividend	0.000	0.000	80.000
		Proposed final Dividend	120.000	100.000	60.000
		Tax on Dividend	59.320	38.930	36.540
	BALANCE CARRIED TO THE B/S		4197.880	3526.350	2913.390
	EARNINGS IN FOREIGN CURRENCY
		Sale of Software	9088.190	7299.560	5530.960
		Reimbursement of expenses	0.000	22.000	66.480
		Interest	5.260	3.290	9.680
		Others	3.840	3.900	0.000
	TOTAL EARNINGS		9097.290	7328.750	5607.120
	IMPORTS
		Capital Goods	140.710	206.800	103.640
	TOTAL IMPORTS		140.710	206.800	103.640
	Earnings Per Share (Rs.)
	Basic		47.12	35.87	35.41
	Diluted		45.45	34.35	33.40

QUARTERLY RESULTS

PARTICULARS	30.06.2013
Type	1^st Quarter
Net Sales	2642.600
Total Expenditure	1893.800
PBIDT (Excl OI)	748.800
Other Income	329.000
Operating Profit	1077.700
Interest	0.100
Exceptional Items	0.000
PBDT	1077.600
Depreciation	149.300
Profit Before Tax	928.400
Tax	233.000
Provisions and contingencies	0.000
Profit After Tax	695.400
Extraordinary Items	0.000
Prior Period Expenses	0.000
Other Adjustments	0.000
Net Profit	695.400

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	17.57	16.30	20.59
Net Profit Margin (PBT/Sales)	(%)	24.74	23.46	23.49
Return on Total Assets (PBT/Total Assets}	(%)	20.88	17.56	14.62
Return on Investment (ROI) (PBT/Networth)		0.25	0.23	0.19
Debt Equity Ratio (Total Debt /Networth)		0.00	0.00	0.00
Current Ratio (Current Asset/Current Liability)		5.33	4.20	5.13

LOCAL AGENCY FURTHER INFORMATION

CURRENT MATURITIES OF LONG-TERM DEBT: NOT AVAILABLE

Rs. In Millions

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	No
8]	No. of employees	Yes
9]	Name of person contacted	Yes
10]	Designation of contact person	Yes
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	----------------------
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	Yes
20]	Export / Import details (if applicable)	No
21]	Market information	----------------------
22]	Litigations that the firm / promoter involved in	----------------------
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	----------------------
26]	Buyer visit details	----------------------
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	No
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	No

UNSECURED LOAN

(Rs. In Millions)

Particular	As on 31.03.2013	As on 31.03.2012
Long-term borrowings
Indian Rupee loan from others	14.200	6.540
Total	14.200	6.540
The term loans from Government departments have the following terms and conditions: Loan I - amounting to Rs.6.540 millions with interest payable @ 2% per annum guaranteed by a bank guarantee by the Company and repayable in ten equal semi annual installments over a period of five years commencing from March 2016. Loan II - amounting to Rs.7.660 millions with interest payable @ 3% per annum repayable in ten equal annual installments over a period of ten years commencing from September 2015.

BUSINESS OVERVIEW

The Company continued to focus on next generation technology centered on four main themes – Cloud Computing, Analytics, Social Enterprise and Enterprise Mobility. The Company has been one of the earliest adopters of these technologies, having envisioned this trend as early as 2009. This astute vision led the Company to establish working relationships with some of the leading platform players and innovative start-ups in these areas. Anticipating significant growth in these areas, the Company focused on creating a strong partnership ecosystem by establishing strategic alliances with market leaders.

The Company continued to focus on establishing a strong IP portfolio and IP led business saw a significant boost this year spurred by two product acquisitions by the Company’s subsidiaries.

Driven by growth in the platform based solutions and IP led business, the consolidated revenue of the Company recorded an increase of 14.7% in the US Dollar terms and 29.4% in the Rupee term during the year. The consolidated EBIDTA increased by 44.2% and net profit after tax went up by 32.3% during the same period.

During the year, the Company expanded its business presence by setting up the branch offices in Bengaluru, India and Sydney, Australia. Through acquisitions, the Company established two development centers in the United States – in Seattle, Washington and in Charlotte, North Carolina.

AWARDS AND RECOGNITIONS DURING THE FINANCIAL YEAR 2012-13

During the financial year 2012-13, the Company continued its tradition of winning various awards and getting new recognitions. The Company was a proud recipient of the following awards during the year:

1. Recognized in the 2012 Global Services 100 List and also named leading global outsourced product development vendor and specialty application development management vendor

2. Named as a leading player in the Software/ISV R and D and Consumer Software Segments by Zinnov Management Consulting 2012

3. Recognized as “One of the best leaders in research and development services” by IAOP (International Association of Outsourcing Professionals)

4. Named as ‘2013 Finalist of IDG’s Computerworld Honors Program’ in the category of Emerging Technology for Big Data Analytics of Viewer Feedback for the Indian TV show - ‘Satyamev Jayate’ which was dedicated to create awareness about social issues and for the Company’s role in bringing social issues to light

5. Won the Tata Institute of Social Sciences LeapVault CLO Award for Best Corporate University in the “Emerging” category for its Learning and Development Practices

6. Won World HRD Congress‘ RASBIC Award for ‘Best overall recruiting and staffing organization of the Year’

7. Won World HRD Congress’ HR Award for ‘Fun at Work’

8. Awarded the Indian Human Capital Awards 2012 for the Best CSR Strategy

9. Won Economic Times (ET) Now Channel’s World CSR Day Award for ‘Best Employee Engagement Strategy’

10. South Asian Federation of Accounts (SAFA) – ‘Certificate of Merit’ in the category ‘Communication and Information Technology Sector’ for the Company’s Annual Report 2011.

11. Awarded for the second consecutive time the Silver Shield for the Excellence in Financial Reporting by the Institute of Chartered Accountants of India.

12. Awarded the Golden Peacock Award for Excellence in Corporate Governance – 2012 at the National Level.

13. Awarded for the third consecutive time the National Award for Excellence in Corporate Governance by The Institute of Company Secretaries of India

14. Received Gold Award in Technology Sector for Corporate Governance, Social Responsibility and Investor Relations at The Asset Corporate Awards 2012 by The Asset, Asia’s leading issuer and investor-focused financial monthly publication.

15. Ranked amongst the Top Ten companies for Investor Relations and Mr. Vivek Sadhale, Company Secretary and Head - Legal and Investor Relations was ranked sixth as the ‘Best Investor Relations Professional in India’ by Thomson Reuters Extel Survey Awards

16. Won the Best Use of Technology and Innovation Award 2013 at the Legal Counsel India Awards 2013 and was finalist in the category of Best Team of the year, Best Employer of the Year as well as General Counsel of the Year Award for Mr. Vivek Sadhale, Company Secretary and Head - Legal and Investor Relations

OUTLOOK

The Company is optimistic about its future outlook. Technology theme areas where the Company has focused for the last few years, have started to become main-stream and are poised for exponential growth over the next few years. The Company has established strategic relationships with leaders in these areas and expects grow as the marketed for platform solutions grows. During the year, the Company acquired and assimilated strategic IP, new teams with technologies from customers establishing a significant IP-led business. IP-led revenue has grown steadily and is expected to provide diversity in the revenue mix with non-liner revenues.

Development skills, management and leadership are crucial for success in the Software Industry. The Company has added several key new members to management team and hired technology experts during the year. This augurs well for the growth and the future of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS

Global Industry Outlook

In 2013, worldwide IT spending is set to recover, driven by improvements in macro-economic parameters. Uncertainties impacting IT budgets and technology sentiments are expected to clear out to a large extent this year. Enterprises are likely to increasingly invest in eco-systems built around mobile computing, cloud services, social networking and big data analytics. As these disruptive technology trends pass their exploration phase and become part of mainstream enterprise IT strategy, they are likely to boost global IT spending. Gartner expects worldwide IT spending (including telecom services) to be around US $3.74 trillion this year, a growth of 4.2 percent year-on-year. The worldwide IT spending excluding telecom services is expected to be around US $ 2.01 trillion, a growth of 6.3 percent year-on-year.

The focus of next generation software products and Enterprise solutions is centered around four main themes – Cloud Computing, Enterprise Mobility, Analytics and Social Enterprise. The technologies supporting these themes have progressed significantly in the last 2-3 years and are now becoming prevalent. These technologies will continue to evolve and grow as they slowly get adopted into the product roadmaps of most software product companies (ISVs). It is important to bear in mind that these four themes are closely inter-dependent and their successes feed positively into each other. This message is aptly captured by the term “Nexus of 4 Forces”[1], coined by Gartner Research in 2012, to succinctly describe this interdependence between the four themes.

As an illustration, wide adoption of cloud technologies has resulted in several Enterprises moving their data and applications into the Cloud. These Enterprises have introduced control mechanisms in place to ensure anytime, anywhere access to these data and applications. These control mechanisms ease up the adoption of Mobile devices such as smart phones and tablets in the Enterprises – facilitating the creation of a Mobile enterprise. The Cloud service provider, supporting such multiple Enterprises, has access to aggregated data across these Enterprises – lending itself very easily to create Analyticscentric solutions and innovative services.

Most importantly, taken together, these technologies carry significant transformation potential for businesses. Analysts are unanimous that these technology areas will receive heightened emphasis in enterprise IT budgets in financial year 2013-14.

INDEX OF CHARGES

S.No.	Charge ID	Date of Charge Creation/Modification	Charge amount secured	Charge Holder	Address	Service Request Number (SRN)
1	90087461	10/10/2005	45,000,000.00	CITI BANK N.A.	2413; PARMAR HOUSE, EAST STREET, PUNE, MAHARASHTRA - 411001, INDIA	-
2	90085601	02/03/2006 *	108,000,000.00	BANK OF INDIA	PUNE MAIN BRANCH 8, DR KOYAJI ROAD, PUNE, MAHARASHTRA - 411001, INDIA	-

* Date of charge modification

STATEMENT OF BALANCE SHEET FOR THE QUARTER ENDED JUNE 30, 2013

Rs. In Millions

SOURCES OF FUNDS	30.06.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	400.000
(b) Reserves & Surplus	10001.000
(c) Money received against share warrants	0.000
(2) Share Application money pending allotment	0.000
Total Shareholders’ Funds (1) + (2)	10401.000
(3) Non-Current Liabilities
(a) long-term borrowings	14.200
(b) Deferred tax liabilities (Net)	0.000
(c) Other long term liabilities	0.450
(d) long-term provisions	84.900
Total Non-current Liabilities (3)	99.550
(4) Current Liabilities
(a) Short term borrowings	0.000
(b) Trade payables	359.360
(c) Other current liabilities	655.130
(d) Short-term provisions	431.040
Total Current Liabilities (4)	1445.530
TOTAL	11946.080
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	2657.940
(ii) Intangible Assets	248.810
(iii) Capital work-in-progress	317.660
(iv) Intangible assets under development	0.000
(b) Non-current Investments	750.250
(c) Deferred tax assets (net)	134.290
(d) Long-term Loan and Advances	508.040
(e) Other Non-current assets	434.070
Total Non-Current Assets	5051.060
(2) Current assets
(a) Current investments	0.000
(b) Inventories	3415.770
(c) Trade receivables	2439.120
(d) Cash and cash equivalents	253.000
(e) Short-term loans and advances	503.120
(f) Other current assets	284.010
Total Current Assets	6895.020
TOTAL	11946.080

STATEMENT OF PROFIT AND LOSS FOR THE QUARTER ENDED JUNE 30, 2013

Rs. In Millions

	PARTICULARS		30.06.2013
	SALES
		Income	2642.560
		Other Income	328.960
		TOTAL (A)	2971.520
Less	EXPENSES
		Employee benefit expenses	1244.030
		Cost of technical professionals	253.360
		Other expenses	396.420
		TOTAL (B)	1893.810
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		1077.710
Less	FINANCIAL EXPENSES (D)		0.090
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		1077.620
Less/ Add	DEPRECIATION/ AMORTISATION (F)		149.250
	PROFIT BEFORE TAX (E-F) (G)		928.370
Less	TAX (H)		233.020
	PROFIT AFTER TAX (G-H) (I)		695.350
	Earnings Per Share (Rs.)
	Basic		17.95
	Diluted		17.38

FIXED ASSETS:

• Freehold land
• Leasehold land
• Buildings
• Computers
• Office Equipments
• Plant and Machinery
• Leasehold Improvements
• Furniture and Fixtures
• Vehicles

AS PER WEBSITE

PRESS RELEASE

PERSISTENT SYSTEMS Q1 FY14 REVENUE GROWS 18.8% AND PAT GROWS 37.3% Y-O-Y

Pune, India and Santa Clara, CA - July 29, 2013: Persistent Systems (BSE and NSE: PERSISTENT), the global leader in product and technology services, today announced the Company’s audited financial results for the first quarter ended June 30, 2013, as approved by the Board of Directors.

“Our investments in Platform Solutions across our four key focus areas have positioned us well,” said Dr. Anand Deshpande, Chairman and Managing Director, Persistent Systems. “As we continue to expand globally, more companies look to Persistent Systems to help them implement these disruptive technologies with the expectation that their investment will deliver faster, better, more collaborative, secure access to the information they need.”

Key Quarter Highlights:

• Launched Radia Client Automation at HP® Discover 2013
• Named 2013 Finalist of IDG′s Computerworld Honors Program in the Emerging Technology category for big data innovation.
• Announced ShareInsights, the company’s big data analytics platform at the Hadoop Summit North America 2013
• Announced end-to-end public, private, and hybrid enterprise cloud lifecycle services and solutions on OpenStack
• Expanded presence in Africa, announces Partnership with SysCare Technology in Morocco.
• Announced a national strategic collaborative initiative to promote ‘Inclusive Innovations 2013.’

Updates from Annual General Meeting held on July 29, 2013

Members passed all the resolutions pertaining to business listed in the Notice of the said Annual General Meeting, unanimously.

Member approved the final dividend of Rs. 3 (Rupees Three only) per share for FY2012-13. The Company had paid an interim dividend of Rs. 6 (Rupees Six only) per share during FY2012-13. The total dividend for FY2012-13 is Rs. 9 (Rupees Nine only) per share as against Rs. 6 per share for FY2011-12.

Changes to the Board of Directors

Mr. P. B. Kulkarni has retired by rotation at the Annual General Meeting held on July 29, 2013 and has not sought re-appointment. It was resolved at the Annual General meeting not to fill the vacancy for the time being in the Board, caused by the retirement of Mr. P. B. Kulkarni. Further, owing to the increased responsibilities Dr. Dinesh Keskar’s current assignment in M/s. Boeing, Dr. Keskar has resigned as an Independent Director of the Board of the Company with effect from the end of Annual General Meeting of the Company held on July 29, 2013. The Board of Directors places on record their appreciation and thanks for immense contribution during their directorship at the Company.

About Persistent Systems:

Persistent Systems (BSE and NSE: PERSISTENT) is a global company specializing in software product and technology services. For over two decades, Persistent has consistently been selected as the trusted innovation partner for the world’s largest technology brands, leading enterprises and pioneering start-ups. Persistent has a global team of more than 7,000 employees worldwide including offices and delivery centers in North America, Europe, and Asia. Persistent develops best-in-class solutions in key next-generation technology areas including Analytics, Big Data, Cloud Computing, Mobility and Social, for the telecommunications, life sciences, healthcare, and banking and financial services verticals

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.67
UK Pound	1	Rs.100.71
Euro	1	Rs.84.72

INFORMATION DETAILS

Information Gathered by :	NYN
Report Prepared by :	NTH

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	6
OPERATING SCALE	1~10	8
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	8
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	8
--LEVERAGE	1~10	7
--RESERVES	1~10	7
--CREDIT LINES	1~10	7
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		64

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.