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KPIT Technologies Ltd — Capital/Financing Update 2022
May 25, 2022
59234_rns_2022-05-25_e61b80b7-f920-4c76-a5ba-5138eda40219.pdf
Capital/Financing Update
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May 25, 2022
National Stock Exchange of India Ltd., Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.
BSE Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, G Block, Dalal Street, 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 65% shareholding in SOMIT Solutions Limited .
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 through KPIT Technologies (UK) Limited (A Wholly owned subsidiary of KPIT Technologies Ltd) of initial 65% shareholding in SOMIT Solutions Limited (“SOMIT”). Over a period of six months, KPIT Technologies (UK) Limited will acquire the balance 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
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Nida Deshpande
Company Secretary & Compliance Officer
O +91 20 6770 6000 E [email protected] 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 | Annexure A | |
|---|---|---|
| Sr.No. | Details | Response |
| a. | Name of the target entity, details in briefsuch as size, turnover etc. | SOMIT Solutions Limited (“SOMIT”)Turnover – £2.6 million for the year ended December 31,2021. |
| b. | Whether the acquisition would fall withinrelated party transaction(s) and whetherthe promoter/ promoter group/ groupcompanies have any interest in the entitybeing acquired? If yes, nature of interestand details thereof and whether the sameis done at “arms length” | The acquisition is not with related party and Promoter/Promoter Groups/ Group Companies do not have anyinterest.None of the KPIT directors have any interest in SOMIT. |
| c. | Industry to which the entity being acquiredbelongs | AutomotiveDiagnostics,AfterSalesinformation,Warranty,Compliance and Homologation. |
| d. | Objectsandeffectsofacquisition(including but not limited to, disclosure ofreasons for acquisition of target entity, ifits business is outside the main line ofbusiness of the listed entity) | Complements KPIT’s aftersales diagnostics platform andstrengthens its positioning to cater to the multi-billionautomotive aftersales industry and address higher valueshare in KPIT’s strategic clients. Adds specialist talent tothe KPIT family. |
| e. | Brief details of any governmental orregulatory approvals required for theacquisition | --N.A.-- |
| f. | Indicative time period for completion of theacquisition | First tranche (65%) in May 2022. 100% acquisitionexpected by third quarter of FY2022-23. Performancebased deferred consideration to be paid over a 3 -yearperiod. |
| g. | Nature of consideration - whether cashconsideration or share swap and details ofthe same | 100% Cash Consideration |
| h. | Cost of acquisition or the price at which theshares are acquired | The Total consideration for 100% shareholding will notexceed £ 7.68 million over a 3yearperiod |
| i. | Percentage of shareholding / controlacquired and / or number of sharesacquired | KPIT Technologies (UK) Limited ( A wholly ownedsubsidiary of KPIT Technologies Ltd) will acquire 65% ofthe shareholding upfront and will acquire the balanceshareholdingbythirdquarter of FY 2022-23. |
| j. | Brief background about the entity acquiredin terms of products/line of businessacquired, date of incorporation, history oflast 3 years turnover, country in which theacquired entity has presence and any othersignificant information (in brief) | SOMIT helps niche luxury and new age OEMs tosuccessfully launch their vehicles and offer after-salesservice through a cloud-based platform & expertconsulting services.Date of Incorporation: 13thMarch, 2015.Turnover for last 3 years:Calendar Year 2019 -: £ 1.15 millionCalendar Year 2020 -: £ 1.57 millionCalendar Year 2021 -: £ 2.60 millionSOMIT has a presence in UK and US, with currentemployee strength of 19. It is headquartered inOxfordshire,UK. |
KPIT Technologies Limited
Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India.
O +91 20 6770 6000 E [email protected] W kpit.com
CIN: L74999PN2018PLC174192