Members approve alteration of Article 12(iii) on further issue of shares

Persistent Systems has informed the exchanges that Members have approved an amendment to sub-clause (iii) of Article 12 of its Articles of Association, with requisite majority.

Tue 6 Oct 2026

What the exchange intimation says

• The company has informed the exchanges that the amendment to sub-clause (iii) of Article 12 of its Articles of Association has been duly approved by the Members with requisite majority.
• The intimation refers to two earlier letters to the exchanges, dated October 5, 2026 and October 6, 2026.

What Article 12 is about

The Articles of Association are the rule book that governs how a company is run internally. Article 12 is titled "Further Issue of Shares" — it deals with the situation where the company proposes to increase its subscribed capital by allotting more shares, either out of unissued capital or out of increased share capital.

The amended wording

According to the update, Article 12(iii) has been amended to read as follows: shares shall be offered "to any Persons, if it is authorised by a Special Resolution, whether or not those Persons include the Persons referred to in clause (i) or clause (ii) above, either for cash or for a consideration other than cash, at such price as may be determined in accordance with the applicable laws, if any."

Breaking down the amended clause

• Further shares may be offered to any Persons, and those persons may or may not include the persons referred to in clause (i) or clause (ii) of the same Article.
• Such an offer must be authorised by a Special Resolution. A Special Resolution is a members' resolution that requires a higher level of approval than an ordinary resolution.
• The shares may be issued either for cash or for a consideration other than cash.
• The price is to be determined in accordance with the applicable laws.

How a retail investor might read this

• The clause relates to the framework the company would use if it ever allots further shares; the approval here is of the amended Article, passed by the Members.
• The amended wording ties any such offer to a Special Resolution, which is a members' vote, and to a price determined in accordance with applicable laws.
• A change to how further shares can be issued is a governance-level change to the company's Articles of Association rather than a financial result or a transaction announcement.

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