KPIT Technologies Ltd — Capital/Financing Update 2022

Sep 21, 2022

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September 21, 2022

BSE Limited National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai - 400001. Mumbai – 400051. Scrip ID: KPITTECH Symbol: KPITTECH Scrip Code: 542651 Series: EQ Kind Attn: The Manager, Kind Attn: The Manager, Department of Corporate Services Listing Department

Subject: - Disclosure of events & information pursuant to Regulation 30 – Acquisition of 100% shareholding in Technica Engineering Gmbh., Technica Electronics Barcelona S.L., Technica Engineering Spain S.L., Technica Engineering Inc.

Dear Sir / Madam,

We wish to inform you that, in accordance with Regulation 30 read with Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Regulations") the Board of Directors of the Company, at its meeting has approved the acquisition of Technica Engineering Gmbh, Germany, Technica Electronics Barcelona S.L., Spain and Technica Engineering Spain S.L., Spain through KPIT Technologies GmbH, a wholly owned step down subsidiary of the Company of 100% shareholding and Technica Engineering Inc, USA through KPIT Technologies Inc. a wholly owned step down subsidiary of the Company of 100% shareholding.

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,

For KPIT Technologies Limited

DESHPANDE Digitally signed by DESHPANDE NIDA YUNUS NIDA YUNUS Date: 2022.09.21 07:52:06 +05'30' Nida Deshpande Company Secretary & Compliance Officer

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

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Annexure A

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Sr. Details Response
No.
a. Name of the target entity, details in Target Entities:
brief such as size, turnover etc.
a) Technica Engineering Gmbh (“Technica
Germany”)
Turnover – Euro 40,6 million for the year ended
December 31, 2021.
b) Technica Electronics Barcelona S.L. (“Technica
Spain Barcelona”)
Turnover – Euro 2.76 million for the year ended
December 31, 2021.
c) Technica Engineering Spain S.L. (“Technica Spain
Vigo”)
Turnover in 2021 – Yet to complete first financial
year.
Incorporated only in August 2022
d) Technica Engineering Inc (“Technica US”)
Turnover – USD 4.09 million for the year ended
December 31, 2021.
Annual consolidated revenues of Technica are in
the range of Euros 43 million at 20% EBITDA range.
The same will be consolidated proportionately
upon closing.
b. Whether the acquisition would fall The acquisition is not with related party and
within related party transaction(s) and Promoter/ Promoter Groups/ Group Companies do
whether the promoter/ promoter not have any interest.
group/ group companies have any
interest in the entity being acquired? If None of the KPIT directors have any interest in
yes, nature of interest and details target entities.
thereof and whether the same is done
at “arms length”
c. Industry to which the entity being Automotive, specializing in production-ready
acquired belongs system prototyping (combination of network
system architecture, hardware prototyping,
integration), automotive ethernet products, and
tools for validation
d. Objects and effects of acquisition The acquisition will create across-the-stack
(including but not limited to, disclosure expertise, offering a one-stop shop for the industry
of reasons for acquisition of target to transform towards SDV.
entity, if its business is outside the The acquisition will be EPS accretive upon
main line of business of the listed consolidation.
entity)
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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

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

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e.	Brief details of any governmental or regulatory approvals required for the acquisition	--N.A.--
f.	Indicative time period for completion of the acquisition	The deal is expected to be closed by the end of October 2022, post fulfillment of customary closing conditions, and at the end of it, Technica Group will be fully owned by KPIT Technologies.
g.	Nature of consideration - whether cash consideration or share swap and details of the same	100% Cash Consideration.
h.	Cost of acquisition or the price at which the shares are acquired	Euro 80 million fixed consideration to be paid over 6 months. Maximum Euro 30 million variable consideration based on achievement of revenue and profit milestones to be payable over the next 2.5 years.
i.	Percentage of shareholding / control acquired and / or number of shares acquired	KPIT Technologies GmbH & KPIT Technologies Inc. (wholly owned step down subsidiaries of the Company) will acquire 100% of the shareholding upfront.
j.	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Target entities have leadership in automotive in production-ready system prototyping (combination of network system architecture, hardware prototyping, integration), automotive ethernet products, and tools for validation. a) Technica GmbH (“Technica Germany”): Date of Incorporation: 17thApril 2008 Turnover for last 3 years: Calendar Year 2019 -: Euro 29.89 million Calendar Year 2020 -: Euro 33.40 million Calendar Year 2021 -: Euro 40,6 million Technica Germany has a presence in Germany, France, Sweden and Asia, with current employee strength of 275. It is headquartered in Munich, Germany. b) Technica Electronics Barcelona S.L. (“Technica Barcelona”) Date of Incorporation: 25thMarch 2019 Turnover for last 3 years: Calendar Year 2019 -: Euro 0.47 million Calendar Year 2020 -: Euro 1.76 million Calendar Year 2021 -: Euro 2.76million

KPIT Technologies Limited O +91 20 6770 6000 Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, E info@kpit.com Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. W kpit.com

CIN: L74999PN2018PLC174192

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Technica Barcelona has a presence in Spain, with	Technica Barcelona has a presence in Spain, with
current employee strength of 50.	It is
headquartered in Barcelona, Spain.
c) Technica Engineering Spain S.L. (“Technica	Vigo”)
Date of Incorporation: 22ndAugust 2022.
Technica Vigo has a presence in Spain, with current
employee strength of 4 (No. of employees). It is
headquartered in Vigo, Spain.
d) Technica Engineering Inc. (“Technica US”)
Date of Incorporation: 4thSeptember 2019.
Turnover for last 3 years:
Calendar Year 2019 -: Euro 0,125 million
Calendar Year 2020 -: USD 1.57 million
Calendar Year 2021 -: USD 4.09 million
Technica US has a presence in US, with current
employee strength of 4 (No. of employees). It is
headquartered in Bloomfield Hills,Michigan,	USA.

KPIT Technologies Limited

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

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