KPIT Technologies Ltd — AGM Information 2023

Aug 29, 2023

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August 29, 2023

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001.

National Stock Exchange of India Ltd., Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Scrip ID: KPITTECH Scrip Code: 542651

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Department of Corporate Services

Kind Attn: The Manager, Listing Department

Subject: - Outcome of the 6[th] Annual General Meeting (‘AGM’) of KPIT Technologies Limited (‘the Company’).

Reference: - Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir / Madam,

The 6[th] AGM of the Company was held on Tuesday, August 29, 2023, through Video Conferencing/Other Audio-Visual Means to transact the business as stated in the Notice convening AGM.

In this regard, please find enclosed summary of the proceedings of the AGM as required under Regulation 30 read with Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The presentation made by Mr. S. B. (Ravi) Pandit, Chairman and Mr. Kishor Patil, CEO & Managing Director is enclosed for reference and will be made available on website of the Company at https://www.kpit.com/

Request you to take note of the same.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited

DESHPANDE Digitally signed by DESHPANDE NIDA YUNUS NIDA YUNUS Date: 2023.08.29 18:22:58 +05'30'

Nida Deshpande

Company Secretary & Compliance Officer

Encl: as above

O +91 20 6770 6000 E info@kpit.com W kpit.com

KPIT Technologies Limited Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192

Summary of proceedings of the 6[th] Annual General Meeting (“AGM”)

The 6[th] Annual General Meeting (“AGM” / “Meeting”) of KPIT Technologies Limited ('the Company') was held on Tuesday, August 29, 2023 at 3.00 p.m. (IST) through Video Conferencing and Other Audio Visual Means (“VC/OAVM”). The deemed venue of the AGM was the Registered Office of the Company, i.e., Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune - 411057, Maharashtra, India. The meeting was held in compliance with the directives issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India (‘SEBI’) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. S. B. (Ravi) Pandit chaired the Meeting and welcomed all Shareholders, Auditors and other invitees joining over VC/OAVM. He introduced all the Directors and the Key Managerial Personnel of the Company present for the AGM. He explained that Directors – Prof. Rajiv Lal, Dr. Nickhil Jakatdar, Mr. Srinath Batni, Mr. Anup Sable and Mr. Chinmay Pandit expressed their inability to attend this AGM due to difference in time zone and / or pre-planned business travels. The Chairman declared that the Chairperson of the Audit Committee, Chairman of the Nomination & Remuneration (HR) Committee, Chairman of the Stakeholders' Relationship Committee, the Statutory Auditors and Representative of Secretarial Auditors were present at the meeting.

There were 96 Members who attended the AGM through VC/OAVM. As the requisite quorum was present, the Chairman called the Meeting to order. Ms. Nida Deshpande, Company Secretary informed that, as the AGM was held through VC / OAVM, requirements of physical attendance of Members and appointment of proxies by the Members for the AGM have been dispensed with. It was also informed that, the statutory registers, Audit Reports & documents as mentioned in the Notice of the 6[th] Annual General Meeting, were kept open for inspection electronically during the meeting.

Mr. S. B. (Ravi) Pandit, Chairman apprised the Shareholders on Sustainability @ KPIT covering Financial Sustainability, Environmental Sustainability, Social Sustainability and Governance Sustainability. Thereafter, Mr. Kishor Patil, CEO & Managing Director of the Company explained the Shareholders on KPIT Mission & Value Proposition covering transformation towards SDVs, KPIT as a Trusted Partner to the Mobility Industry and Financials Performance which includes FY 23 performance: FY 24 Outlook & Medium Term outlook.

Notice, Board’s Report, the Audited Financial Statements and Audited Consolidated Financial Statements for the financial year 2022-23 were taken as read. The Chairman further informed that the Reports from the Statutory Auditors and the Secretarial Auditor did not contain any qualification, reservation or adverse remark were taken as read.

Before opening floor for questions and answers, the Chairman gave a quick overview about all resolutions including special resolutions proposed in the AGM notice. Then he opened the floor for questions from registered speakers followed by

clarifications/answers from him. Thereafter, as per Notice of AGM, all the resolutions were taken up by Chairman, except for Resolution No. 12 as mentioned below, which was taken up by Mr. Anant Talaulicar, Independent Director & Chairman of Nomination & Remuneration (HR) Committee of the Company.

The following business items were transacted at the Meeting: -

Sr. No.	Description of Resolutions	Nature of resolution Ordinary/Special
1	To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2023, together with the reports of the Auditors and the Board of Directors thereon.	Ordinary Resolution
2	To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31,2023,together with the report of the Auditors thereon.	Ordinary Resolution
3	To declare final dividend for the financial year ended March 31, 2023.The Board has recommended final dividend at₹2.65/- per equity share of₹10/- each (at 26.50%) in addition to Interim Dividend paid at₹1.45/- per equity share of₹10/- each(at 14.50%)	Ordinary Resolution
4	To appoint a director in place of Mr. Kishor Patil (DIN: 00076190) who retires by rotation and being eligible, offers himself for reappointment.	Ordinary Resolution
5	To reappoint M/s. BSR & Co. LLP, Chartered Accountants, Pune (FRN 101248W/W-100022) as Statutory Auditors of the Company from the conclusion of 6thAnnual General Meeting to be held in the year 2023 till the conclusion of the 11thAnnual General Meetingto be held in theyear 2028.	Ordinary Resolution
6	To reappoint Mr. Anant Talaulicar, as an Independent Director of the Company for a second term of five years with effect from January16,2024 to January15,2029.	Special Resolution
7	To reappoint Prof. Alberto Sangiovanni Vincentelli, as an Independent Director of the Company, for a second term of three years with effect from January 16, 2024 to January15,2027.	Special Resolution
8	To reappoint Mr. B V R Subbu, as an Independent Director of the Company, for a second term of two years with effect from January16,2024 to January15,2026.	Special Resolution
9	To appoint Mr. Srinath Batni, as an Independent Director of the Company for a period of five years with effect from July25,2023 to July24,2028.	Special Resolution
10	To reappoint Mr. Kishor Patil as CEO & Managing Director of the Company for a further period of five years with effect from January16,2024 to January15,2029.	Ordinary Resolution
11	To reappoint Mr. Sachin Tikekar as Joint Managing Director (Whole-time) of the Company, for a further period of five years with effect from January 16, 2024 to January 15, 2029.	Ordinary Resolution
12	To appoint Ms. Jayada Pandit, a relative of Directors of the Company, to hold an office or place of profit in the Companywith effect from August 29,2023.	Ordinary Resolution

The Chairman informed that, the Company had provided to the Members the facility to cast their votes electronically, on all the resolutions set forth in the Notice. Members who were present at the AGM through VC/OAVM and had not cast their votes through remote e-voting, were provided an opportunity to cast their votes during the AGM. It was also informed that, Mr. Jayavant Bhave, Proprietor, J. B. Bhave & Co., Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the votes cast through the remote e-voting & e-voting during the AGM on all the resolutions as set out in the Notice of AGM and submit a report thereon.

The Chairman authorized the Company Secretary to receive the Consolidated Scrutinizers Reports. He further informed that these reports along with the voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be uploaded within prescribed time from the closure of the meeting and on submission of the same by Scrutinizer, on the website of the Company, Stock exchanges where securities of the Company are listed and National Securities Depository Limited (NSDL).

Subject to receipt of the requisite number of votes, the Resolutions shall be deemed to be passed on the date of this Meeting i.e., Tuesday, August 29, 2023.

The Chairman thanked all the participants for joining the AGM. The e-voting during the AGM was kept open for 15 minutes for members present at the AGM to vote, who had not cast their vote by remote e-voting. Thereafter, the Meeting concluded at 04.55 P.M. IST after the conclusion of 15 minutes provided for e-voting during the AGM.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited

DESHPANDE Digitally signed by DESHPANDE NIDA YUNUS NIDA YUNUS Date: 2023.08.29 18:23:30 +05'30'

Nida Deshpande Company Secretary & Compliance Officer

August 29, 2023

6[th] Annual General Meeting FY 2022-23 KPIT Technologies Ltd.

Forward Looking Statements

Some of the statements in this update that are not historical facts, are forward-looking statements. These forward-looking statements include our financial and growth projections, as well as statements concerning our plans, strategies, intentions and beliefs concerning our business and the markets in which we operate. These statements are based on information currently available to us, and we assume no obligation to update these statements as circumstances change. There are risks and uncertainties that could cause actual events to differ materially from these forward-looking statements. These risks include, but are not limited to, the level of market demand for our services, the competitive market for the type of services and solutions that we offer, market conditions that could cause our clients to reduce their spending for our services, our ability to create, acquire and build new businesses and to grow our existing businesses, our ability to attract and retain qualified personnel, currency fluctuations and market conditions in India and elsewhere around the world, and other risks not specifically mentioned herein but those that are common to industry

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Agenda

1

Sustainability @ KPIT

• Financial Sustainability

• Environmental Sustainability

• Social Sustainability

2 3 KPIT Mission & Value Financial Performance Proposition

• FY23 Performance

• KPIT Mission

  • FY24 Outlook

• Transformation towards SDVs

• KPIT is a Trusted Partner to the • Medium Term Outlook Mobility Industry

• Governance Sustainability

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SECTION I

Sustainability @ KPIT

Reimagining Mobility withYOU

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Sustainability @ KPIT

250 years of industrial revolution have brought unimaginable prosperity to humanity.

To us, Sustainability comprises of:

FINANCIAL SUSTAINABILITY

However, the same industrial revolution has disturbed our ecology, destroyed our diversity, and brought human existence to the threshold of destruction.

Now, we are at a juncture where we must manage sustainability in all its dimensions – financial, environmental, social - so that humanity can progress together and live in harmony with nature.

ENVIRONMENTAL SUSTAINABILITY

SOCIAL SUSTAINABILITY GOVERNANCE SUSTAINABILITY

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Financial Sustainability

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Reimagining Mobility withYOU

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Financial Sustainability

• Guided by our Vision

• Focus on

FOCUS

• Mobility

• Select Clients

• Technology

• Zero Defect Delivery

POTENTIAL

• People

• Mobility Industry is Transforming

• OEMs are moving towards an era of SDVs – will continue to spend on software to increase ownership and reimagine business models

Steered by Governance and enabled by people

• Revenue Growth

OUTCOME

• Profitability and Profit Growth

• • Cash flow generation

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FOCUS
KPIT Vision
Reimagining mobility
with you for creation
of a cleaner, smarter
& safer world
•
Select Clients
•
Technology
•
Zero Defect Delivery
•
People
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3
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KPIT Vision

What are the trends driving Future of Mobility?

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POTENTIAL
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Gen Z and Sustainability & beyond Climate change consciousness

Prefer experiences over ownership

Impacting multiple vehicle ownership

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Population growth is flat

Several major economies are witnessing a flat or negative population growth trend

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Increased urbanization

Reduction in space for driving and parking

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Promising new technologies of spatial computing & metaverse

Getting an experience without having to move

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POTENTIAL

The strategy of automotive OEMs is to

Create lifelong relationship with consumers Improve business efficiencies

Provide immersive Create multiple digital user experiences sources of monetization Increase scope of collaboration with new Vehicle personalization partners like cloud and semiconductor companies Provide ease of maintenance

Maximize cross-domain application portability

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POTENTIAL

These will lead to huge spending on Automotive Software (SW)

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A solid strong potential in range of $83 billion purely in automotive SW driven by autonomous and connected vehicles

Transformation in every aspect: Fossil fuels to renewable energy, Human-driven to fully autonomous, Mode of transport to a comfortable hub of connectivity

This multi-faceted transformation is encapsulated in three words: SoftwareDefined Vehicles (SDVs)

KPIT is an integral part of the industry driving this transformation.

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Source: McKinsey (Jan’23)

OUTCOME

Consistency in Performance

As a result of our Focus and the market potential in the Mobility Industry, we have been able to demonstrate the outcomes required towards Financial Sustainability. We have consistently displayed improvement in :

1. Absolute Revenue

2. Profitability

3. Absolute Profit

4. Cash Generation

This will be covered in greater detail in the later sections.

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Environmental Sustainability

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Reimagining Mobility withYOU

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Environmental Sustainability

THE • Propulsion • WORK Safety • Connected & Vehicle Progonsis WE DO

THE WAY • Solar Powered Energy • WE Energy Efficient Infrastructure • Green Campuses OPERATE

WORK • Forest Conservation • BEYOND Water Conservation • Tree Plantation CAMPUS

Overall transportation accounts for over 24% of the CO e 2

Our work in increasing efficiencies of conventional powertrains and alternate energy powertrains like electric and fuel cells has a direct impact on emission reductions

Our work in areas of autonomous driving, connectivity and diagnostics helps improve overall mobility safety

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Contributing to Environmental Sustainability through the work we do

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Connected Conventional
Vehicles Powertrain
Reimagining
Mobility
Autonomous for creation of a Electric
Driving & Powertrain
ADAS Cleaner, Smarter
and Safer world
Vehicle
Vehicle
Engineering
Diagnostics
& Design
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Investing in globally leading transformative technologies

Biomass-Based Green Hydrogen Generation

Pilot plants with indigenously developed technologies

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H2 Generation by Gasification of Biomass H2 Generation by Microbial Process

Hydrogen Fuel Cell Technology for Public Transport

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India’s first Indigenously Developed Sodium-Ion Batteries

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Environmental Sustainability in numbers

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3,374 GJ Energy consumed from Renewable Sources annually

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2,866 plantations in FY2022-23

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2,105 GJ Energy consumption reduced

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4.5 tonnes of e-waste collected

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11,975 kilolitres of water conserved

We remain forever committed to creating a positive impact on the environment for a Cleaner, Smarter and Safer World.

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Social Sustainability

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Reimagining Mobility withYOU

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Social Sustainability

EDUCATION

01

• Chhote Scientists

• KPIT Sparkle

• KPIT SHODH Awards

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EMPLOYEE ENGAGEMENT

02

• Dedicated time contribution by employees globally

• Volunteer Development

• Transforming lives of people through science & technology education

• Utilizing employee strength to make a positive impact on the society that we live in

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Social Sustainability in numbers

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KPIT SPARKLE 2023

• 646 colleges covering 27 states and 6 Union territories

• 12,000 entries received, of which 1,000 ideas were submitted

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Chhote Scientists 2023

62,951 students from 666 schools received total inputs of 349,659 hours by 896 trainers

• Top 24 teams qualified for the Grand Finale 2023 .

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KPIT NOVA

Received 10,000+ registrations and 11,000+ individual assignment submissions as of 31[st] March 2023

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108,766 People benefited

4,682 Employees participated

• We are dedicated towards contributing for a better society in every country that we operate in

• Our conviction is in inculcating scientific thoughts as a culture for the betterment of the society we live in

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Governance Sustainability

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Reimagining Mobility withYOU

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Governance Sustainability

BOARD OF DIRECTORS

• 01 Eminent Members from the field of Mobility, Engineering, & Finance

• • Optimum Independent Directors

• HIGHEST STANDARDS OF GOVERNANCE •

• 02 Committed to the highest standards of Corporate Governance

• Endeavor to improve continuously

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• No qualification, adverse remark or reservation in the Statutory Auditor Report and the Secretarial Auditor Report

• Vigil mechanism/ whistle blower policy

• POSH Policy

• Occupational Health and Safety Assessment

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Governance Philosophy

Compliance with all laws in true spirit. Conformity with globally accepted standards of corporate governance

Equitable treatment and rights of shareholders. Integrity . in Financial Reporting and timeliness of disclosures

Transparency in the functioning of the Board. Maintaining independence of the Board and Auditors.

Balance between economic and social goals. Maintaining . ethical culture within and outside the organization

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To Sum Up

Having looked at the broader picture, let us now look into details of these aspects and how we have operationalized these for a long-term sustainable business I would thus like to invite my colleague and our CEO and MD, Mr. Kishor Patil to take us through the same

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KPIT Mission and Value Proposition

Reimagining Mobility withYOU

SECTION II

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OUR MISSION IS TO

Become the leading Software Integration partner in mobility by knowing Software better than any auto company in the world and knowing Auto better than any other software company in the world.

We will create value by nurturing a CULTURE OF EXCELLENCE by

Becoming the Delivering leading Company Zero Defect in PRACTICES Delivery and PLATFORMS business

Having strategic relationship with our T25 CLIENTS

Being the BEST PLACE to Grow

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Mobility Industry in a midst of Transformation towards SDVs

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From a vehicle having hundreds of computers with a few thousand lines of code

Multiple vehicle platforms developed around millions of lines of code run on a few high-performance computers

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Long term commitment by OEMs on SW spend

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Targeting 100bn JPY operating profits from software related business in 2030. Software business will turn profitable in 2028

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Achieving 30% revenue with software business by 2030. Software businesses include Mobility, Connectivity and Data business.

Software and new business sales to grow USD 15bn in 2025 and 80bn in 2030. New growth includes Cruise, BrightDrop, SES (software-enabled services), Defense and Insurance.

Targeting at least 20% of sales coming from services, data and energy related businesses by 2030.

Plans to generate about EUR 4bn in additional annual revenue by 2026 from software-enabled products and subscriptions and EUR 20bn by 2030.

SDVs will stay in the long-term.

Most of key OEMs are committed to the investments beyond 2030!

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Targeting to generate as much as EUR 1.2 trillion in revenue by 2030 via subscriptions and other sales under its in-house automotive software arm Cariad.

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Source: Goldman Sachs

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Spending by OEMs in traditional areas will come down as compared to in Software-Defined Vehicles

Growth Opportunities (2020-2030)

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Source: EY and Goldman Sachs

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KPIT is a trusted partner to the Automotive & Mobility Industry

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Long Standing relationships with T25 Clients

Continuous Investments to create Forge right alliances investments in new net new talent, and partnerships with technology areas upskill and build new ecosystem to help including M&A competencies to help OEMs transition to our clients SDVs

17+ Years – 6 OEMs CASE, Middleware, 12+ Years – 4 OEMs Cloud, Virtualization, 7+ Years – 7 OEMs Automotive Ethernet, Validation

Being the Best Place Alliance partnership to Grow for our with leading People ecosystem players

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Our recent technology partnerships

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KPIT to accelerate Honda’s transformation towards Software-Defined Mobility

Renault Group selects KPIT as a strategic technology partner for next generation Software-Defined Vehicle (SDV) program

KPIT and Technica KPIT & ZF join hands Engineering join to promote an forces to accelerate independent company the transformation “QORIX” to build toward SDVs scalable automotive middleware platforms

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SECTION III

Financial Performance Snapshot

1 March 2021

Reimagining Mobility withYOU

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FY23 - Financial Performance Snapshot

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Rev $ M EBITDA ₹ M EPS ( ₹ )
27.4 % 418.28 6356 14.10
38%
328.4
45% 10.17
4386
FY22 FY23 FY22 FY23 FY22 FY23
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• FY23 Revenue growth at 36.7% in CC term

• FY23 EBITDA at 18.9% (20% for Q1FY24)

• 82.5 % of the revenue for FY23 from Strategic Clients (82.6 % for Q1FY24)

• DSO as at end of FY23 stood at 54 days (50 days as at end Q1FY24)

• 11,013 employees as at the end of FY23 (11,571 as at end Q1FY24)

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Consistent Performance for last 12 quarters

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Revenue $ M
133.9
123.8
110.5
[89.9 94.2]
71.1 [72.8] [77.2 76.9 76.9] [77.2 80.4 83.7] [87.1] 12 Consecutive Quarters
65.3 65.3 [69.7 74.5]
of Steady Revenue Growth
EBITDA ₹ M
2,200
1,943
1,699
931 [981] [1,0411,1501,2141,3321,382] 12 Consecutive Quarters
639 [739] [727] [737] [751] 662 [697] [811] of Steady EBITDA Growth
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12 Consecutive Quarters of Steady EBITDA Growth

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Long Term Value Creation for Shareholders

KPIT is part of many leading Indices across NSE & BSE

1 2 3 4 5 6 7 8 9	NIFTY Total Market NIFTY 500 NIFTY 500 Multicap 50:25:25 NIFTY Small Cap 250 NIFTY Small Cap 100 NIFTY Small Cap 50 NIFTY Small Mid Cap 400 NIFTY Small Cap Quality 50 NIFTY Small IT Telecom 1 2 3 4 5 6 7 8 1 2 3 KPIT Weightage is the highest in green shaded indices	S&P BSE Information Technology S&P BSE All Cap S&P BSE 500 S&P BSE 150 Mid Cap S&P BSE 250 Large Mid Cap S&P BSE Small Cap S&P BSE Small Mid Cap 400 S&P BSE Small Cap Select MSCI India Domestic IMI MSCI EM(EmergingMkt)IMI MSCI EM(Emerging Mkt) Small Cap KPIT Stock Return - Consiste Source : Moneycontrol.com as on 23AUG23
		35 8/29/2023

KPIT Stock Return - Consistent Source : Moneycontrol.com as on 23AUG23

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FY24 Outlook

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Practice & Technology Alignment of Practices towards SDV. Technology Investments in related areas. Cross – practice collaboration, AI adoption

Delivery and Operations CC Revenue Robust competency framework and relentless execution. Agile growth in the methodology adoption. Building scale via automation and productivity range of 27% to 30%

People

Improvement in quality of incoming talent. Focus on technical EBITDA Margin in and managerial leadership development. the 19% to 20%

range Strategic Clients Deepen Strategic Relationships by building proactive solutions to enhance value delivered to clients. Deliver consistent client experience Profitability

Improve Rate Realization with focus on gross margin improvement. Leverage growth and enhance people mix across the pyramid

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KPIT is well positioned to create value for the Mobility Industry in the medium term

By 2026 -2027

By 2030 & beyond

Partner for SDVs & CASE Common technologies Middleware

Digital Customer Experience & Monetization across vehicle life

• Strong foothold & pipeline in T25

• Part of 6 out of 8 major SDV programs

  • Beyond 2027, transition to central zonal architectures

• Differentiation via technology - access to newer

• opportunities

• Positioning as independent Differentiation via technology -

• software integration partner access to newer for Electrification, opportunities Autonomous and Connected  Help OEMs build a Service

• 80% of revenue for FY23 Oriented Architecture

• Explore bigger revenue streams from cloud analytics and data-driven services

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THANK YOU !!

KPIT Technologies Ltd.

Contact For Investor Queries

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Email Sunil.Phansalkar@kpit.com Desk Phone + 91 20 6770 6997 Cell + 91 98509 66011

Website www.kpit.com

Sunil Phansalkar

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Contact

For Media Queries

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Email Sunil.R@kpit.com Desk Phone + 91 80 6606 6000 (7865)

Cell + 91 99001 50180

Website www.kpit.com

Sunil B R

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