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KPIT Technologies Ltd Annual Report 2019

May 16, 2019

59234_rns_2019-05-16_7fe753a8-3dd0-4ae3-86ef-839307b624ac.pdf

Annual Report

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May 15, 2019

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

Scrip ID: KPITTECH Scrip Code: 542651

Kind Attn: The Manager, Department of Corporate Services National Stock Exchange of India Ltd., Exchange Plaza, Cl 1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400051.

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Subject: Outcome of the Board of Directors Meeting held on May 15, 2019. Time of Commencement of the Board Meeting: 2.15 p.m. Time of Conclusion of the Board Meeting: 7.45 p.m.

Dear Sir / Madam,

In compliance of Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company, at its meeting concluded today, inter alia, considered and approved the following: -

  • a) Audited Standalone Financial Results and Consolidated Financial Results for the quarter ended March 31, 2019.
  • b) Audited Standalone Financial Results and Consolidated Financial Results for the year ended March 31 , 2019.
  • c) Recommendation of Final Dividend at Rs. 0.75/- per equity share of Rs. 10/- each (7.5%) for FY 2018-19, subject to declaratiori of the same by members at the Annual General Meeting ("AGM") scheduled on August 28, 2019. The dividend, if declared by the members at the AGM will be paid on or before September 5, 2019.
  • d) Resignation of Dr. Klaus Hermann Blickle from the position of Additional Director of the Company with effect from end of May 15, 2019.
  • e) Adoption of KPIT Technologies Limited-Employee Stock Option Plan 2019 ("ESOP 2019" / "Plan"/ "KPIT ESOP-New") pursuant to Composite Scheme of Arrangement ("Scheme") amongst Birlasoft Limited (formerly known as KPIT Technologies Limited)("Demerged Company"), KPIT Engineering Limited ("Resulting Company"/ "Company") and other parties which was approved by the National Company Law Tribunal ("NCL T") vide its Order dated 29 November 2018 ("NCLT Order") for employees who held stock options under the KPIT ESOPs of the Demerged Company ("Old Option-holders") and are presently the employees of the Demerged Company and the Company.

The salient features of the Scheme are as follows:

KPIT Technologies Limited (Formerly known as KPIT Engineering Limited)

Coroorate and Reaistered Office: SE? Unit. Plot-17. Rai1v Gandhi lnfotech Paik. MIDC-SrZ. Pha~e Ill. Maan. Taluka Mulsh1. H111ii1\adi.

    1. The implementation and administration of the Plan has been delegated to the Nomination and Remuneration (HR) Committee of the Company ("NRC").
    1. The NRC can grant up to 18,07,450 (Eighteen Lakhs Seven Thousand Four Hundred Fifty) employee stock options under the Plan ("Options") in one or more tranches, which shall be exercisable into not more than 18,07,450 (Eighteen Lakhs Seven Thousand Four Hundred Fifty) equity shares of the Company ("Equity Shares").
    1. Under this ESOP 2019 as well as under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"), the Company is required to provide fair and reasonable adjustment to eligible employees ("Old Option-holders").
    1. Subject to the provisions of SBEB Regulations and the ESOP 2019, the Options shall be granted to only those old option- holders who held the employee stock options issued under the old employee stock options scheme of the Demerged Company ("KPIT ESOPs").
    1. Pursuant to the Scheme and the applicable law, Company has taken into account the vesting period completed under the KPIT ESOPs prior to the grant of Options to the old option holders under the ESOP 2019.
    1. Each Option shall carry the right to be issued one Share.

Audited Standalone Financial Results and Consolidated Financial Results for the quarter and year ended March 31, 2019, along with Auditors Report thereon and investor update are being sent separately.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

Nida~nde Company Secretary & Compliance Officer

CornoratP and Reoi,;tpred Office: SF7 Unit Plnt-17. R;i11v Cianrlhi lnfotPrh Park. M IDC SEZ Phase Ill. Maan. Taluka-Mulsh1. Hirnawadi.

KPIT Technologies Limited (erstwhile KPIT Engineering Limited)
Registered & Corporate Office - Plot-17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Hinjawadi, Taluka - Mulshi, Pune – 411057Phone: +91 20 6770 6000 [email protected] www.kpit.com CIN: U74999PN2018PLC174192
PARTI
STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019
₹ in million (except per share data)
Particulars Quarter/Period ended Year/Period ended
March 31, 2019(Audited) December 31,2018 March 31, 2018(Audited) March 31, 2019(Audited) March 31, 2018(Audited)
(Refer note 8) (Unaudited)(Refer note 8) (Refer note 8) (Refer note 8) (Refer note 8)
Revenue from operations 5,012.68 1,399.88 6,412.56
Other income (Refer note 4) 355.40 355.40
Total income 5,368.08 1,399.88 6,767.96
Expenses
Cost of materials consumed 115.54 115.54
Changes in inventories of finished goods and work-in-progress (11.47) (11.47)
Employee benefits expense 3,151.35 416.16 3,567.51
Finance costs 48.05 21.32 ٠ 69.37
Depreciation and amortization expense 186.86 0.88 187.74
Other expenses (Refer note 4) 1,141.74 682.56 2.66 1,824.41 2.66
Total expenses 4,632.07 1,120.92 2.66 5,753.10 2.66
Profit/(loss) before exceptional items, share of equity accounted investee and tax 736.01 278.96 (2.66) 1,014.86 (2.66)
Exceptional items (Refer note 10) (342.91) (342.91)
Profit/(loss) before share of equity accounted investee and taxShare of profit/(loss) of equity accounted investee (net of tax) 393.10 278.96 (2.66) 671.95 (2.66)
Profit/(loss) before tax 393.10 278.96 (2.66) 671.95 (2.66)
Tax expense
Current tax 134.56 33.99 168.55
Deferred tax (benefit)/charge (51.29) 4.49 (46.80)
Total tax expense 83.27 38.48 121.75
Profit/(loss) for the period 309.83 240.48 (2.66) 550.20 (2.66)
Other comprehensive income
Items that will not be reclassified to profit or loss
Remeasurements of defined benefit plans (25.05) (25.05)
Income tax on items that will not be reclassified to profit or lossItems that will be reclassified to profit or loss (11.40) ٠ (11.40)
Exchange differences in translating the financial statements of foreign operations (27.02) 79.60 52.58
Effective portion of gains/(losses) on hedging instruments in cash flow hedges 12.59 12.59
Income tax on items that will be reclassified to profit or loss (4.39) ٠ (4.39)
Total other comprehensive income (55.27) 79.60 24.33
Total comprehensive income for the period 254.56 320.08 (2.66) 574.53 (2.66)
Profit/(loss) attributable to
Owners of the company 301.49 240.48 (2.66) 541.86 (2.66)
Non-controlling interestsProfit/(loss) for the period 8.34309.83 240.48 (2.66) 8.34550.20 (2.66)
Other comprehensive income attributable toOwners of the company (54.95) 79.60 ٠ 24.65
Non-controlling interests (0.32) (0.32)
Other comprehensive income for the period (55.27) 79.60 ۰ 24.33 $\blacksquare$
Total comprehensive income attributable to
Owners of the company 246.54 320.08 (2.66) 566.51 (2.66)
Non-controlling interests 8.02 8.02
Total comprehensive income for the period 254.56 320.08 (2.66) 574.53 (2.66)
Paid up equity capital [Face value ₹ 10/- per share] 2,685.02 1.00 1.00 2,685.02 1.00
Other equity 6,910.55 (2.66)
Earnings per equity share for continuing operations (face value per share ₹ 10 each) (Refer note 14)
Basic 1.12 2,404.80 (26.60) 8.18 (26.60)
Diluted 1.12 2,404.80 (26.60) 8.15 (26.60)

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KPIT Technologies Limited (erstwhile KPIT Engineering Limited)

Registered & Corporate Office - Plot-17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Hinjawadi, Taluka - Mulshi, Pune -411057

Phone: +9120 6770 6000 I [email protected] I www.kpit,com I CIN: U74999PN2018PLC174192

PARTI

STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

' in million (except per share data)

Notes:

1 The above audited consolidated financial results have been reviewed by the Audit Committee and thereafter approved and taken on record by the Board of Directors in their respective meetings held on May 15, 2019. These audited consolidated financial results have been prepared in accordance with the Indian Accounting Standards ("lnd-AS11 ) as specified under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and provisions of the Companies Act, 2013.

2 The Statutory Auditors of the Company have audited the above consolidated financial results of the Company for the quarter and year ended March 31, 2019. An unqualified opinion has been issued by them thereon.

3 Standalone information

Sr No Particulars Quarter/Period ended Year/Period ended
(Audited)(Refer note 8) March 31, 2019 December 31,2018(Unaudited)(Refer note 8) (Audited)(Refer note 8) March 31, 2018 March 31, 2019 March 31, 2018(Audited)(Refer note 8) (Audited)!Refer note 8)
a Revenue from operations 2,303.00 2,303.00
b Profit before tax 837.84 (23.49) (2.66) 814.24 12.66)
C Net profit for the period 768.07 (23.49) 12.66) 744.47 12.66)
d Other comprehensive income 127.71) (27.71)
e Total comprehensive income 740.36 123.49) 12.66) 716.76 (2.66)

4 Details of key items included in Other income/ Other expenses:

Particulars Quarter/Period ended Year/Period ended
March 31, 2019(Audited)!Refer note 8) 2018(Unaudited)(Refer note 8) (Audited)(Refer note 8) December 31~ March 31, 2018 March 31, 2019 March 31, 2018(Audited)!Refer note 8) (Audited)!Reier note 8)
Change in fair value of shares in Birlasoft Limited, held by KPIT Employee WelfareTrust, consolidated in KPIT Technologies limited !erstwhile KPIT EngineeringLimited) (included in other income) 319.01 319.01
Foreign exchange !loss) included in other expenses (23.78) (0.13) 123.91)

5 The standalone results of the Company are available on the Company's website, www.kpit.com and also on the website of the SSE Limited, www.bseindia.com and National Stock Exchange of India Limited, www.nseindia.com, where the shares of the Company are listed.

6 The Soard of Directors of KPIT Technologies Limited (now known as Birlasoft Limited) at its meeting held on January 29, 2018 had approved a composite scheme which was subsequently filed with National Company Law Tribunal (NCLT) for: (a) amalgamation of Birlasoft !India) Limited ("Transferor Company") with KPIT Technologies Limited (now known as Birlasoft Limited) ("Transferee Company" or "Demerged Campany''); and (b) demerger of the engineering business of KPIT Technologies Limited (now known as Birlasoft Limited) into KPIT Engineering Limited (now known as KPIT Technologies Limited) ("Resulting Company").

Pursuant to the Composite Scheme approved by the National Company Law Tribunal, Mumbai Bench on November 29, 2018 for which the certified copy of the order was received on December 18, 2018, the Engineering Business (Primarily comprising Automotive vertical with embedded software, digital technologies (cloud, lol, analytics), Mobility Solutions and application life cycle management Business) was demerged from the Transferee Company and transferred to the Resulting Company, with effect from January 1, 2019, the appointed date and the accounting as per the Composite Scheme has been given effect to from the Appointed Date. Subsequent to demerger, the Company had filed for listing of its equity shares on NSE and BSE and has been listed with effect from April 22, 2019.

7 The name of the Company has been changed from KPIT Engineering Limited to KPIT Technologies Limited, vide the revised certificate of incorporation issued by the Registrar of Companies (ROC) dated March 13, 2019 pursuant to the composite scheme approved by the National Company Law Tribunal (NCLT) an November 29, 2018.

8 The Company was incorporated on January 81 2018 and has been listed with effect from April 22, 2019 and hence the Company was not mandatorily required to prepare and publish quarterly and annual financial results during the year ended March 31, 2018 and up to the quarter ended December 31, 2018. Further, the Company had no subsidiaries, joint ventures or associates as at March 31, 2018 and hence had not prepared consolidated financial statements for the year ended March 31, 2018, accordingly:

a. The figure for the quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2019 and the year to date unaudited figures for the nine months ended December 31, 2018;

b. The figures for the quarter ended December 31, 2018 are unaudited;

c. The figures for the quarter ended March 31, 2018 correspond to the figures in the standalone audited financials for the year ended March 31, 2018.

9 Pursuant to the said Composite Scheme being in effect following are the changes in Directors & Key Management Personnel:

a) Mr. S. B. (Ravi) Pandit has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

  • b) Mr. Kishor Patil has been appointed as a CEO & Managing Director in KPIT Technologies Limited !erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
  • c) Mr. Sachin Tikekar has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
  • d) Mr. Vin it Teredesai has been appointed as the CFO & KMP in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
  • e) M r. Anant Talaulicar - Independent Director, Mr. Subbu Venkata Rama Behara - Independent Director, Dr. Klaus Hermann Blickle - Non-Executive Director, Prof. Alberto Sangiovanni Vincentelli - Independent Director, Mr. Nickhil Jakatdar - Independent Director, Ms. Shubhalakshmi Panse - Independent Director, Mr. Rohit Sa boo - Nominee Director, have also been appointed in KPITTechnologies Limited I erstwhile KPIT Engineeri ng Limited) w.e.f. January 16, 2019.
  • f) Ms. Nida Deshpande has been appointed as the Company Secretary & KMP in KPITTechnologies Limited I erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
  • 10 In line with its re-defined strategy to focus on software led Engineering Services, the Company on prudent assessment has provided for exposure in its joint venture company in the business in "KIVI-Smart Bus WIFI" towards debtors amounting to ~ 67.73 million, loan for~ 173.78 million and the Corporate Guarantee for lease obligation towards running this business for'( 101.40 million.
  • 11 The Board of Directors have recommended dividend at the rate of'<: 0.75 per share of the face value of'<: 10 per share, aggregating to'( 247.87 million !including dividend distribution tax) for the year ended March 31, 2019. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company. " /l \ \J

·' ~

Registered & Corporate Office - Plot-17, Rajiv Gandhi lnfot ech Park, MIDC-SEZ, Phase-Ill, Maan, Hinjawadi, Ta Iuka - Mulshi, Pune -411057 Phone: +91 20 6770 6000 I [email protected] I www.kpit.com I CIN : U74999PN2018PLC174192
PARTI
STATEMENT OF AUDITED CONSOLIDATED FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019
1f in million (except per share data)
12 Birlasoft Limited (erstwhile KPIT Technologies Limited) had made a disclosure on 14 September 2018, towards an update on lawsuit filed by Copart Inc. ("Copa rt") againstSparta Consulting, Inc. ("Sparta"), KPIT lnfosystems, Inc. and KPITTechnologies Limited. Post the jury verdict, both Sparta and Copart raised several issues for the Court. TheCourt has given a ruling on some of the issues, as a result of which Sparta's net liability has been reduced from approximately USO 16 million to approximately USO 8 million.The ruling on other issues consisting largely of claims by Sparta against Copart is still awaited. Sparta would have a further right to appeal the Court's Order. Sparta and KPITlnfosystems, Inc. continue to vigorously deny any and all w rong doing, and will continue to challenge the verdict as per legal advice.
As a part of merger and demerger scheme, where engineering business of Birlasoft Limited !erstwhile KPIT Technologies Limited) has demerged into KPIT EngineeringLimited (now KPIT Technologies Limited) as a resulting entity, legal liability/ recourse/ proceedings, expenditure related to the legal proceedings and monetary benefits andreliefs, if any, relating to Copart will be with KPIT Technologies Limited (erstwhile KPIT Engineering Limited) or/and its subsidiaries.
13 Effective April 1, 2018, the Company has adopted Ind-AS 115 (which replaces earlier revenue recognition standards) using the cumulative effect method (without practicalexpedients). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is notrestated in the consolidated financial results. The adoption of the standard did not have any material impact to the consolidated financial results of the Company.
1415 As per Ind-AS 33, Earnings Per Share shall be calculated considering the weighted average number of shares outstanding during the period. For the year ended March 31,2019, shares outstanding, for the purpose of calculating earnings per share, are 100,000 shares for nine months ended on December 31, 2018 and 268,502,435 shares forthe period from January 1, 2019 to March 31, 2019.If the Company had considered Engineering business as its full year of operation, the key numbers in the financial results would be as per the table below:
Sr No Particulars Nine monthsended onDecember 31,2018(;) Three months31, 201911" Year ended onended on March March 31, 2019
abC Total incomeTotal expensesProfit/(loss) before tax 14,060.1313,082.24880.83 5,368.084,632.07393.10 19,428.2117,714.311,273.93
16 (i} This represents the numbers disclosed as per the results of erstwhile KPIT Technologies Limited (now Biralsoft limited} under note 3 of discontinued operations ofEngineering business published for the quarter and nine months ended December 31, 2018.(ii) The numbers for the quarter ended March 31, 2019 are as per the results above.(iii) For the detailed analysis, please refer to investor update on the website of the Company.Previous period's figures have been regrouped/ reclassified wherever necessary to conform with the current period's classification/ disclosure. Further, consequent to theComposite Scheme as aforesaid, the previous period figures are not comparable with the current period figures. KPIT Engineering Limited)
KPIT Technologies Limited (erstwhile KPIT Engineering Limited)Registered & Corporate Office - Plot-17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Hinjawadi, Taluka - Mulshi, Pune-411057
Phone: +9120 6770 6000 I [email protected] I www.kpit.com I CIN: U74999PN2018PLC174192
PARTII
SEGMENT WISE REVENUE, RESULTS AND CAPITAL EMPLOYED ~inmilfion
Sr No Particulars Quarter/Period ended Year/Period ended
March 31, 2019 December 31, March 31, 2018 March 31, 2019 March 31, 2018
(Audited) 2018 (Audited) (Audited) (Audited)
(Refer note 4) (Unaudited) (Refer note 4) (Refer note 4) (Refer note 4)
(Refer note 4)
1 Segment Revenue
Americas 2,006.64 1,399.88 3,406.52
Europe 1,755.55 1,755.55
Rest of the World 2,752.64 2,752.64
Total 6,514.83 1,399.88 7,914.71
1,502.15 1,502.15 -
Less : Inter Segment Revenue
Revenue from operations 5,012.68 1,399.88 6,412.56
2 Segment Results - Profit before tax and interest
Americas 526.56 300.45 827.01
Europe (80.55) (80.55)583.20
Rest of the World 583.20 -
Total 1,029.21 300.45 1,329.66
l ess:
- Finance costs 48.05 21.32 69.37
- Other unallocable expenditure (net of unallocable income) 245.15 0.17 2.66 245.43 2.66
Profit/(loss) before exceptional items, share of equity accounted investee and tax 736.01 278.96 (2.66) 1,014.86 (2.66)
Exceptional items !Refer note 10) (342.91) - (342.91)
Profit/floss) before share of equity accounted investee and tax 393.10 278.96 (2.66) 671.95 (2.66)
Share of profit/I loss) of equity accounted investee (net of tax)
Profit/(loss) before tax 393.10 278.96 (2.66) 671.95 (2.66)
3 Segment Assets
Americas 2,413.79 3,000.72 2,413.79
Europe 2,885.68 3,786.99 2,885.68
Rest of the World 1,328.40 1,168.19 1,328.406,627.87
Total 6,627.87 7,955.90
Unallocated Assets 10,113.68 9,828.09 0.95 10,113.68 0.95
Total Assets 16,741.55 17,783.99 0.95 16,741.55 0.95
4 Segment Liabilities
Americas 244.94 39.19 244.94
Europe 117.86 162.09217.46 117.86355.95 -
Rest of the WorldTotal 355.95718.75 418.74 718.75
Unallocated Liabilities 6,388.14 7,908.35 2.61 6,388.14 2.61
Total Liabilities 7,106.89 8,327.09 2.61 7,106.89 2.61

Notes:

1 Segment assets other than trade receivables and unbilled revenue, and segment liabilities other than unearned revenue and advance to customers used in the Company's business are not identified to any reportable segments, as these are used interchangeably between segments.

2 Segment assets and liabilities as on December 31, 2018 include those transferred to the demerged undertaking pursuant to the Composite Scheme of demerger.

3 The cost incurred during the year to acquire Property, plant and equipment and Intangible assets, Depreciation/ Amortisation and non-cash expenses are not attributable to any reportable segment.

4 The Company was incorporated on Janua ry 8, 2018 and has been listed with effect from April 22, 2019 and hence the Company was not mandatorily required to prepare and publish quarterly and annual financial results during the year ended March 31, 2018 and up to the quarter ended December 31, 2018. Further> the Company had no subsidiaries, joint ventures or associates as at March 31, 2018 and hence had not prepared consolidated financial statements for the year ended March 31, 2018, accordingly:

a. The figure for the quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2019 and the year to date unaudited figures for the nine months ended December 31, 2018;

b. The figures for the quarter ended December 31, 2018 are unaudited;

c. The figures for the quarter ended March 31, 2018 correspond to the figures in the standalone audited financials for the year ended March 31, 2018.

KPITTechnologies Limited (erstwhile KPIT Engineering Limited)

Registered & Corporate Office - Plot-17, Rajiv Gandhi lnfotech Park, M IDC-SEZ, Phase-Ill, Maan, Hinjawadi, Taluka - Mulshi, Pune-411057 Phone: +91206770 6000 I [email protected] I www.kpit.com I CIN: U74999PN2018PLC174192

PARTIII
CONSOLIDATED STATEMENT OF ASSETS AND LIABILITIES AS AT MARCH 31, 2019
"'fomillion
March 31, 2019(Audited) March 31, 2018(Audited)
A1 ASSETSNon-current assets
a. Property, plant and equipment 2,568.33
b. Capital work-in-progress 1 .00
c. Goodwill 942.29
d. Other intangible assets 687.15
e. Intangible assets under development 4.07
f. Equity accounted investees
g. Financial assets
Investments 10.39
Loans 85.00
Other financial assets 17.03
h. Income tax assets (net) 38.22
i. Deferred tax assets (net} 44.12
j. Other non-current assets 42.894,440.49
2 Current assets 179.94
a.b. InventoriesFinancial assets
Investments 487.06
Trade receivables 5,920.04
Cash and cash equivalents 2,008.72 0.95
Other balances with banks 197.88
Loans 125.76
Unbilled revenue 707.83
Other financial assets 2,176.87
c. Other current assets 496.96
12,301.06 0.95
TOTAL ASSETS 16,741.55 0.95
B EQUITY AND LIABILITIES
Equity
a. Equity share capital 2,685.02 1.00
b. Other equity 6,910.55 (2.66)
Equity attributable to owners of the Company 9,595.57 (1.66)
Non-controlling interest 39.09
Total equity 9,634.66 (1.661
Liabilities
1 Non-current liabilities
a. Financial liabilities 370.93
BorrowingsOther financial liabilities 38.07
b. Provisions 288.15
c. Deferred tax liabilities (net) 0.66
697.81
2 Current liabilities
a. Financial liabilities
Borrowings 599.68 -
Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises 0.42
(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises 1, 122.67 0.09
Other financial liabilities 3, 106.38 2.51
b. Other current liabilities 1, 199.13 0.01
c. Provisions 223.30 -
d. Income tax liabilities (net) 157.50
6,409.08 2.61
/J 16,741.55 0.95
TOTAL EQUITY AND LIABILITIES
For and on behalf of tie Bo d ~ectors ofKPITTechnologie imitI ';r''' " '"""'"' ""'' ( (,_/ tvV~A~~,~ ,,
""- D.t"3 iChairup CEOPlace: Pune ~ [j/~gDirector
: 000 5861 DIN: 00076190

..

: 000 5861

Date : May 15, 2019

BS R & Co. LLP

Chartered Accountants

7th & 8th floor, Business Plaza, Westin Hotel Campus, 36/3-B, Koregaon Park Annex, Mundhwa Road, Ghorpadi, Pune - 411001, India

Telephone +91 (20) 6747 7300 Fax +91 (20) 6747 7310

Auditor's Report on Annual Consolidated Financial Results ofKPIT Technologies Limited (Erstwhile KPIT Engineering Limited) pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

Board of Directors ofKPIT Technologies Limited (Erstwhile KPIT Engineering Limited)

We have audited the consolidated annual financial results of KPIT Technologies Limited(Erstwhile KPIT Engineering Limited) ("the Company") for the year ended 31 March 2019 attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to note 8 to the consolidated annual financial results which mentions that the figures for the last quarter ended 31 March 2019 as reported in these consolidated annual financial results are the balancing figure between consolidated audited figures in respect of the full financial year and the unaudited year to date consolidated figures up to the end of the third quarter of the current financial year. Further, the figures for the quarter and nine months period ended 31 December 2018 have not been subjected to an audit or a limited review for the reasons mentioned in note 8 to the consolidated annual financial results.

These consolidated annual financial results have been prepared from consolidated annual financial statements and quarterly consolidated financial information which are the responsibility of the Company's Management. Our responsibility is to express an opinion on these consolidated annual financial results based on our audit of such consolidated ammal financial statements, which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India (including accounting for the composite scheme of arrangement in accordance with the National Company Law Tribunal order as referred to in Note 6 to the consolidated annual financial results) and in compliance with Regulation 33 of the Listing Regulations.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated annual financial results are free of material misstatement(s). An audit includes examining, on a test basis, evidence supporting the amounts disclosed as :financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of one subsidiary included in the consolidated annual financial results, whose annual financial statements reflect total assets of INR.973.78 million as at 31 March 2019 as well as the total revenue ofINR. 197.01 million for the year ended 31 March 2019. The consolidated annual financial results also include the Group's share of net profit/loss (and other comprehensive income) of INR Nil for the year ended 31 March 2019 in respect of 1 joint venture. These annual financial statements and other financial information have been audited by other auditors whose reports has been furnished to us, and our opinion on the consolidated annual financial results, to the extent they have been derived from such annual financial statements is based solely on the reports of such other auditors.

Auditor's Report on Annual Consolidated Financial Results of KPIT Technologies Limited (Erstwhile KPIT Engineering Limited) pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 2015 (Continued)

Our opinion on the consolidated annual financial results is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors and the financial statements/financial information certified by the Management.

We draw attention to Note 12 of the consolidated annual financial results, which describes the uncertainty related to the outcome of the lawsuit undertaken by the Company pursuant to the aforesaid composite scheme of arrangement. Our opinion is not modified in respect of this matter.

In our opinion and to the best of our information and according to the explanations given to us and based on consideration of reports of other auditors on separate financial statements of the subsidiary and joint ventures as aforesaid, these consolidated annual financial results:

  • i) include the annual financial results of the following entities;
    • a) KPIT Technologies (UK) Limited
    • b) KPIT (Shanghai) Software Technology Co. Limited, China
    • c) KPIT Technologies Netherland B.V.
    • ct) Impact Automotive Solutions Limited
    • e) KPIT Technologies GmbH, Germany
    • f) Microfuzzy KPIT Technologia Ltda, Brazil
    • g) Microfuzzy Industrie-Elektronic GmbH
    • h) KPIT Technologies Limited GK (Japan) (formed on 2 April 2018)
    • i) KPIT Technologies Inc (formed on 3 April 2018)
    • j) KPIT Technologies Holding Inc, USA (formed on 6 September 2018)
    • k) KPIT Technologies PTE Limited (Singapore) (formed on 21 November 2018)
      1. Yantra Digital Services Private Limited Qoint venture)
  • ii) have been presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
  • iii) give a true and fair view of the net consolidated profit and other comprehensive income and other financial information for the year ended 31 March 2019.

For BS R & Co. LLP Chartered Accountants Firm's Registration No. 101248W/W-100022

Swapnil Dakshindas Partner Membership No. 113896

Place: Pune Date: \5/05/UJlO,

KPIT TECHNOLOGIES LIMITED (erstwhile KPIT ENGINEERING LIMITED)Registered & Corporate Office - Plot-17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Hinjawadi, Taluka - Mulshi, Pune - 411057Phone: +91 20 6770 6000 [email protected] www.kpit.com CIN: U74999PN2018PLC174192
PART I
STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019
₹ in million (except per share data)
Particulars Quarter/Period ended Year/Period ended
March 31, 2019 December 31, March 31, 2018 March 31, 2019 March 31, 2018
(Audited) 2018 (Audited) (Audited) (Audited)
(Refer note 8) (Unaudited)(Refer note 8) (Refer note 8) (Refer note 8) (Refer note 8)
$\overline{a}$ 2.303.00
Revenue from operations 2,303.00357.71 0.04 357.75
Other income (Refer note 3) 2,660.71 0.04 2,660.75
Total Income
Expenses 2.31 $\overline{a}$ 2.31
Cost of materials consumed ш 1,040.65
Employee benefits expense 1,040.6539.93 21.32 61.25
Finance costs 157.74 157.74
Depreciation and amortization expense 480.84 2.21 2.66 483.16 2.66
Other expenses (Refer note 3) 23.53 2.66 1,745.11 2.66
Total expenses 1,721.47
Profit/(loss) before exceptional items and tax 939.24 (23.49) (2.66) 915.64 (2.66)
Exceptional items (Refer note 10) (101.40) (101.40) (2.66)
Profit/(loss) before tax 837.84 (23.49) (2.66) 814.24
Tax expense
Current tax 117.87 117.87
Deferred tax (benefit) / charge (48.10) (48.10)69.77
Total tax expense 69.77
Profit/(loss) for the period 768.07 (23.49) (2.66) 744.47 (2.66)
Other comprehensive income
Items that will not be reclassified to profit or loss (24.51)
Remeasurements of defined benefit plans (24.51) (11.40)
Income tax on items that will not be reclassified to profit or loss (11.40)
Items that will be reclassified to profit or loss 12.59
Effective portion of gains / (losses) on hedging instruments in cash flow hedges 12.59 ٠ (4.39)
Income tax on items that will be reclassified to profit or loss (4.39)
Total other comprehensive income (27.71) (27.71)
Total comprehensive income for the period 740.36 (23.49) (2.66) 716.76 (2.66)
Paid up equity capital [Face value ₹ 10/- per share]Other equity 2,685.02 1.00 1.00 2,685.026,549.71 1.00(2.66)
Earnings per equity share for continuing operations (face value per share ₹ 10 each) (Refer note 14)
Basic 2.86 (234.90) (26.60) 11.23 (26.60)
$D:1+1$ 2.85 (234.90) (26.60) 11.20 (26.60)

Notes:

Diluted

1 The above audited standalone financial results have been reviewed by the Audit Committee and thereafter approved and taken on record by the Board of Directors in their respective meetings held on May 15, 2019. These audited standalone financial results have been prepared in accordance with the Indian Accounting Standards ("Ind-AS") as specified under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and provisions of the Companies Act, 2013.

2.85

$(234.90)$

2 The Statutory Auditors of the Company have audited the above standalone financial results of the Company for the quarter and year ended March 31, 2019. An unqualified opinion has been issued by them thereon.

3 Details of key items included in Other income / Other expenses :

Particulars Quarter ended Year/Period ended
March 31, 2019(Audited)(Refer note 8) December 31,2018(Unaudited)(Refer note 8) March 31, 2018(Audited)(Refer note 8) March 31, 2019(Audited)(Refer note 8) March 31, 2018(Audited)(Refer note 8)
Change in fair value of shares in Birlasoft Limited, held by KPIT EmployeeWelfare Trust, consolidated in KPIT Technologies Limited (erstwhile KPIT) 319.01 319.01
Engineering Limited) (included in other income)Foreign exchange (loss) included in other expenses (34.12) (0.13) (34.25)

4 Where financial results contain both consolidated financial results and standalone financial results of the parent, segment information is required to be presented only in the consolidated financial results. Accordingly, segment information has been presented in the consolidated financial results.

The standalone results of the Company are available on the Company's website, www.kpit.com and also on the website of the BSE Limited, www.bseindia.com and National $\overline{5}$ Stock Exchange of India Limited, www.nseindia.com, where the shares of the Company are listed.

KPIT TECHNOLOGIES LIMITED (erstwhile KPIT ENGINEERING LIMITED)

Registered & Corporate Office - Plot-17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Hinjawadi, Taluka - Mulshi, Pune – 411057

Phone: +91 20 6770 6000 | [email protected] | www.kpit.com | CIN: U74999PN2018PLC174192

STATEMENT OF AUDITED STANDALONE FINANCIAL RESULTS FOR THE QUARTER AND YEAR ENDED MARCH 31, 2019

₹ in million (except per share data)

The Board of Directors of KPIT Technologies Limited (now known as Birlasoft Limited) at its meeting held on 29 January 2018 had approved a composite scheme which was
subsequently filed with National Company Law Tribunal (NCLT) for: (a) amalgamation of Birlasoft (India) Limited ("Transferor Company") with KPIT Technologies Limited (now
known as Birlasoft Limited) ("Transferee Company" or "Demerged Company"); and (b) demerger of the engineering business of KPIT Technologies Limited (now known as
Birlasoft Limited) into KPIT Engineering Limited (now known as KPIT Technologies Limited) ("Resulting Company").

Pursuant to the Composite Scheme approved by the National Company Law Tribunal, Mumbai Bench on 29 November 2018 for which the certified copy of the order was received on 18 December 2018, the Engineering Business (Primarily comprising Automotive vertical with embedded software, digital technologies (cloud, IoT, analytics) Mobility Solutions and application life cycle management Business) was demerged from the Transferee Company and transferred to the Resulting Company, with effect from 1 January 2019, the appointed date and the accounting as per Composite Scheme has been given effect to from the Appointed Date. Subsequent to demerger, the Company had filed for listing of its equity shares on NSE and BSE and has been listed with effect from April 22, 2019.

  • The name of the Company has been changed from KPIT Engineering Limited to KPIT Technologies Limited, vide the revised certificate of incorporation issued by the Registrar of Companies (ROC) dated March 13, 2019 pursuant to the composite scheme approved by the National Company Law Tribunal (NCLT) on November 29, 2018.
  • 8 The Company was incorporated on January 8, 2018 and has been listed with effect from April 22, 2019 and hence the Company was not mandatorily required to prepare and publish quarterly and annual financial results during the year ended March 31, 2018 and up to the quarter ended December 31, 2018. Hence: a. The figure for the quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2019 and the year to date unaudited figures for the nine months ended December 31, 2018; b. The figures for the quarter ended December 31, 2018 are unaudited;

c. The figures for the quarter ended March 31, 2018 correspond to the figures in the audited financials for the year ended March 31, 2018.

  • 9 Pursuant to the said Composite Scheme being in effect following are the changes in Directors & Key Management Personnel:
    • a) Mr. S. B. (Ravi) Pandit has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
    • b) Mr. Kishor Patil has been appointed as a CEO & Managing Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
    • c) Mr. Sachin Tikekar has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
    • d) Mr. Vinit Teredesai has been appointed as the CFO & KMP in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
    • Mr. Anant Talaulicar Independent Director, Mr. Subbu Venkata Rama Behara Independent Director, Dr. Klaus Hermann Blickle Non-Executive Director, Prof. Alberto Sangiovanni Vincentelli - Independent Director, Mr. Nickhil Jakatdar - Independent Director, Ms. Shubhalakshmi Panse - Independent Director, Mr. Rohit Saboo Nominee Director, have also been appointed in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.
    • Ms. Nida Deshpande has been appointed as the Company Secretary & KMP in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019. $f$
  • 10 In line with its re-defined strategy to focus on software led Engineering Services, the Company on prudent assessment has provided for exposure in its joint venture company in the business in "KIVI-Smart Bus WIFI" towards the Corporate Guarantee for lease obligation towards running this business for ₹101.40 million.
  • 11 The Board of Directors have recommended dividend at the rate of ₹0.75 per share of the face value of ₹10 per share, aggregating to ₹247.87 million (including dividend distribution tax) for the year ended March 31, 2019. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.
  • 12 Birlasoft Limited (erstwhile KPIT Technologies Limited) had made a disclosure on 14 September 2018, towards an update on lawsuit filed by Copart Inc. ("Copart") against Sparta Consulting, Inc. ("Sparta"), KPIT Infosystems, Inc. and KPIT Technologies Limited. Post the jury verdict, both Sparta and Copart raised several issues for the Court. The Court has given a ruling on some of the issues, as a result of which Sparta's net liability has been reduced from approximately USD 16 million to approximately USD 8 million. The ruling on other issues consisting largely of claims by Sparta against Copart is still awaited. Sparta would have a further right to appeal the Court's Order. Sparta and KPIT Infosystems, Inc. continue to vigorously deny any and all wrong doing, and will continue to challenge the verdict as per legal advice.

As a part of merger and demerger scheme, where engineering business of Birlasoft Limited (erstwhile KPIT Technologies Limited) has demerged into KPIT Engineering Limited (now KPIT Technologies Limited) as a resulting entity, legal liability/ recourse / proceedings, expenditure related to the legal proceedings and monetary benefits and reliefs, if any, relating to Copart will be with KPIT Technologies Limited (erstwhile KPIT Engineering Limited) or/and its subsidiaries.

  • 13 Effective April 1, 2018, the Company has adopted Ind-AS 115 (which replaces earlier revenue recognition standards) using the cumulative effect method (without practical expedients). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is not restated in the standalone financial results. The adoption of the standard did not have any material impact to the standalone financial results of the Company.
  • 14 As per Ind-AS 33, Earnings Per Share shall be calculated considering the weighted average number of shares outstanding during the period. For the year ended March 31, 2019, shares outstanding, for the purpose of calculating earnings per share, are 100,000 shares for nine months ended on December 31, 2018 and 268,502,435 shares for the period from January 1, 2019 to March 31, 2019.
  • 15 Previous period's figures have been regrouped / reclassified wherever necessary to conform with the current period's classification / disclosure. Further, consequent to the Composite Scheme as aforesaid, the previous period figures are not comparable with the current period figures.

For and on behalf of the Board of Directors of KPIT TECHNOLOGIES LIMITED (erstwhile KPIT ENGINEERING LIMITED) B. Rayi Pandit Kishor Patil Place : Pune Chairman & Group CEO Managing Director $\epsilon$ Date: May 15, 2019 DIN: 00076190

PART I

KPIT TECHNOLOGIES LIMITED (erstwhile KPIT ENGINEERING LIMITED)

Registered & Corporate Office - Plot-17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Hinjawadi, Taluka - Mulshi, Pune - 411057

Phone: +91 20 6770 6000 | [email protected] | www.kpit.com | CIN: U74999PN2018PLC174192

PART II
STANDALONE STATEMENT OF ASSETS AND LIABILITIES AS AT MARCH 31, 2019 ₹ in million (except per share data)
March 31, 2019 March 31, 2018
(Audited) (Audited)
A ASSETS
$\mathbf{1}$ Non-current assets 2,380.52
a. Property, plant and equipment 1.00
b. Capital work-in-progress 594.72
c. Intangible assets
d. Intangible assets under development 4.07
e. Financial assets
Investments in subsidiaries 3,726.67
Loans 146.87
f. Income tax assets (net) 0.10
Deferred tax assets (net) 1.82 $\overline{\phantom{a}}$
g. Other non-current assets 30.45 $\overline{\phantom{a}}$
h. 6,886.22 $\blacksquare$
$\overline{2}$ Current assets 9.18 $\frac{1}{2}$
a. Inventories
b. Financial assets 487.06 $\overline{\phantom{a}}$
Investments 2,192.34
Trade receivables 389.93 0.95
Cash and cash equivalents 112.68
Loans 336.96
Unbilled revenue 1,643.91 ٠
Other financial assets 329.21 $\overline{\phantom{a}}$
c. Other current assets 5,501.27 0.95
12,387.49 0.95
TOTAL ASSETS
B EQUITY AND LIABILITIES
Equity
a. Equity share capital 2,685.02 1.00
6,549.71 (2.66)
b. Other equity 9,234.73 (1.66)
Liabilities
1 Non-current liabilities
a. Financial liabilities 370.93
Borrowings 199.84
b. Provisions 570.77
$\mathbf{2}$ Current liabilities
a. Financial liabilities 599.68
Borrowings
Trade payables 0.42
(i) Total outstanding dues of micro enterprises and small enterprises 493.87 0.09
(ii) Total outstanding dues of creditors other than micro enterprises and small enterprises 2.51
Other financial liabilities 894.07 0.01
b. Other current liabilities 459.61
c. Provisions 57.10
d. Income tax liabilities (net) 77.24
2,581.99 2.61
TOTAL EQUITY AND LIABILITIES 12,387.49 0.95
For and on behalf of the Board of Directors ofKPIT TECHNOLOGIES LIMITED (erstwhile KPIT ENGINEERING LIMITED) Kishor Patil
S.B. (Ravi) Pandit CEO & Whangging Director
Chairman & Group CEOPlace: Pune DIN: 00076190
DIN: 00075861

DIN: 00075861

Place: Pune Date: May, 15 2019

$\Omega$

BS R & Co. LLP

Chartered Accountants

7th & 8th floor, Business Plaza, Westin Hotel Campus, 36/3-B, Koregaon Park Annex, Mundhwa Road, Ghorpadi, Pune - 411001, India

Telephone +91 (20) 6747 7300 Fax +91 (20) 6747 7310

Auditor's Report on Standalone Annual Financial Results of KPIT Technologies Limited (Erstwhile KPIT Engineering Limited) pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

To

Board of Directors of KPIT Technologies Limited (Erstwhile KPIT Engineering Limited)

We have audited the standalone annual financial results of KPIT Technologies Limited (Erstwhile KPIT Engineering Limited) ("the Company") for the year ended 31 March 2019, attached herewith, being submitted by the Company pursuant to the requirement of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'). Attention is drawn to note 8 to the standalone annual financial results which mentions that figures for the last quarter ended 31 March 2019 reported in these standalone annual financial results are the balancing figures between audited figures in respect of the full financial year and the unaudited year to date figures up to the end of the third quarter of the current financial year. Further, the figures for the quarter and nine months period ended 31 December 2018 have not been subjected to an audit or a limited review for the reasons mentioned in note 8 to the standalone annual financial results.

These standalone annual financial results have been prepared on the basis of the annual financial statements and quarterly financial information which are the responsibility of the Company's Management. Our responsibility is to express an opinion on these standalone annual financial results based on our audit of the annual financial statements which have been prepared in accordance with the recognition and measurement principles laid down in the Companies (Indian Accounting Standards) Rules, 2015 as per Section 133 of the Companies Act, 2013 and other accounting principles generally accepted in India (including accounting for the composite scheme of arrangement in accordance with the National Company Law Tribunal order as referred to in Note 6 to the standalone annual financial results) and in compliance with Regulation 33 of the Listing Regulations.

We conducted our audit in accordance with the auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the standalone annual financial results are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts disclosed as financial results. An audit also includes assessing the accounting principles used and significant estimates made by Management. We believe that our audit provides a reasonable basis for our opinion.

BS R & Co. LLP

Auditor's Report on Standalone Annual Financial Results of KPIT Technologies Limited (Erstwhile KPIT Engineering Limited) pursuant to Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Continued)

We draw attention to Note 12 of the standalone annual financial results the aforesaid, which describes the uncertainty related to the outcome of the lawsuit undertaken by the Company pursuant to the aforesaid composite scheme of arrangement. Our opinion is not modified in respect of this matter.

In our opinion and to the best of our infom1ation and according to the explanations given to us these standalone annual financial results:

  • (i) are presented in accordance with the requirements of Regulation 33 of the Listing Regulations in this regard; and
  • (ii) give a true and fair view of the net profit and other comprehensive income and other financial information for the year ended 31 March 2019.

ForB SR & Co. LLP Chartered Accountants (Finn's Registration No. 101248W/W-100022)

Swapnil Dakshindas Partner (Membership No. 113896)

Place: Pune Date: 1,;'/0 5/ 2-0i°I May 15, 2019

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

Scrip ID: KPITTECH Scrip Code: 542651

Kind Attn: The Manager, Department of Corporate Services National Stock Exchange of India Limited, Exchange Plaza, C/ 1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400051 .

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Subject:- Declaration pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [the SEBI (LODR) Regulations].

Dear Sir / Madam,

We, Kishor Patil, CEO 8: Managing Director and Vinit Teredesai, Chief Financial Officer of KPIT Technologies Limited (Formerly KPIT Engineering Limited), having its Registered Office at Plot 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase - Ill, Maan, Taluka- Mulshi,Hinjawadi, Pune - 411057, India, hereby declare that, the Statutory Auditors of the Company, B S R ft Co. LLP (FRN: 101248/ W100022) have issued an Audit Report with unmodified opinion on the Audited Financial Results of the Company (Standalone ft Consolidated) for the quarter and year ended March 31 , 2019.

This declaration is given in compliance to Regulation 33(3)(d) of the SEBI (LODR) Regulations, 2015, as amended by the SEBI (LODR) (Amendment) Regulations, 2016, vide Notification No. SEBI / LAD-NRO/GN/ 2016-17/ 001, dated May 25, 2016 and Circular No. CIR/CFD/ CMD/ 56/2016, dated May 27, 2016.

Kindly take this declaration on record.

Thanking you,

Yours faithfully,

For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

Kishor P CEO 8: Ma aging Director

KPIT Technologies Limited (Formerly known as KPIT Engineering Limited)

Corporate and Registered Office: SEZ Un;t, Plot 17 R IJIV Gandhi lnfotech Park, MIDC SEZ, Phase- Ill, Maan, Taluka-Mulsh1, Hinjawadi, Pune 411057 T + 91 20 6770 6000/6500 I kp1t111@lkp1t mm I www kpit t0rn I CIN U74999PN2018PLC174192