KPIT Technologies Ltd — Capital/Financing Update 2020

Mar 11, 2020

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KP 11·

March 11, 2020

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, C/1, G Block, Sandra - Kurla Complex, Sandra (E), Mumbai - 400051.

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Subject: - Disclosure of events & information pursuant to Regulation 30 - Acquisition of majority stake in Vayavya Labs Private Limited.

Dear Sir / Madam,

We wish to inform you that, in accordance with Regulation 30 read with Part A of Schedule Ill of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Regulations") the Company has entered into an Agreement with Vayavya Labs Private Limited ("VL") and its shareholders for acquiring majority stake in VL.

The details as required under SEBI Regulations, read with SEBI Circular dated September 9, 2015 are given in Annexure A to this letter.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

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For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

- � Nida Deshpande Company Secretary & Compliance Offic

Encl.: A/a

0 +91 20 6770 6000 E info@kpit.com W kpit.com

KPIT Technologies Limited (Formerly KPIT Engineering Limited)

Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. GIN: L74999PN2018PLC174192

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KP 11·

Annexure A

Sr. No.					Response Vayavya Labs Private Limited (Vl) Turnover - INR 91.34 Million as on March 31, 2019. Expected Turnover - FY20INR140- 150Million	Response Vayavya Labs Private Limited (Vl) Turnover - INR 91.34 Million as on March 31, 2019. Expected Turnover - FY20INR140- 150Million
a.
b.			Whether the acquisition would fall within related party transaction(s) and whether thepromoter/promoter group/group companies have any interest in the entity being acquired? If yes, nature of interest anddetailsthereofandwhetherthe same is done at "arms length"		The acquisition is not with related party and Promoter/ Promoter Groups/ Group Companies doesn't have any interest. None of the KPIT directors have any interest in VL.
C.			Industryto which the entity being acquired belongs.		VL is an embedded software company.
d.			Objects and effects of acquisition (including but not limited to, disclosure ofreasonsforacquisitionoftarget entity, if its business is outside the main line of business of the listed entity).		The proposed acquisition of VL will give KPIT a headstartinthefieldofSimulationand embeddedsoftwareautomation,acrossthe focuspracticesofKPIT.Itwillalsohelpin creating a differentiated positioning anda definite early mover advantage in newer opportunities in the areas of simulation.
e. f. g. h. i.			Briefdetailsofanygovernmentalor regulatoryapprovalsrequiredforthe acquisition. Indicative timeperiod for completion of the acquisition.		--N.A.--
						The deal is subject to customary closing conditions and is expectedto get closed in the first quarter of FY 2021. Cash Consideration The total considerationfor 100% stake will not exceed INR 418 Million. Initially 78.47% stake is proposed to be purchasedforaconsiderationofINR245.6 Million. Thebalance stakeis proposedtobe acquired over a period of 2 years. 78.47% Upfront and balance 21.53% over a period of 2 years. �001,
			Nature of consideration - whether cash consideration or share swap and details of the same. Cost of acquisition or the price at which the shares are acquired.
			Percentageofshareholding_I_control acquiredand_I_ornumberofshares acquired.
	KPIT Technolo			gies limited (Formerly KPIT Eng	neering Limited)

Re ist r · • ·· · KPIT Technologies limited (Formerly KPIT Engineering Limited) g e ed & Corporate Office. Plot No. 17, RaJIV Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192

0 +91 20 6770 6000 E info@kpit.com W kp,t.com

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KP 11·

j. Brief background about the entity VL is an embedded software company focused acquired in terms of products/line of on Hardware-Software Interface[™ ] (HSI[™] ) Tools business acquired, date of incorporation, & Methodologies. history of last 3 years turnover, country in which the acquired entity has Date of Incorporation: July 28, 2006 presence and any other significant information (in brief) Turnover for last 3 years:

Financial Year 2016-17: INR 42.61 Million Financial Year 2017-18: INR 74.21 Million Financial Year 2018-19: INR 91.34 Million

VL is an Indian company currently employs 70+ people having it's development centers in Belgaum and Bengaluru.

For FY2020, VL is expected to have revenues of around IN R 140 - 150 Million with EBITDA of 15%+. The proposed deal will be EPS accretive day 1.

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0 +91 20 6770 6000 E info@kpit.com W kpit.com

KPIT Technologies Limited {Formerly KPIT Engineering Limited) Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192