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KPIT Technologies Ltd Capital/Financing Update 2023

Apr 26, 2023

59234_rns_2023-04-26_8d32681f-8307-423e-bb4f-cbc3de0e3139.pdf

Capital/Financing Update

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==> picture [563 x 92] intentionally omitted <==

April 26, 2023

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, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Symbol: KPITTECH Series: EQ Kind Attn: The Manager, Listing Department

Subject: - Disclosure of events & information pursuant to Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Dear Sir / Madam,

We are pleased to inform you that KPIT Technologies Limited (“KPIT”) will enter into a definitive agreement wherein post regulatory approvals, ZF Friedrichshafen AG (“ZF”) will invest into a currently 100% KPIT subsidiary, Qorix. KPIT and ZF intend to invite additional partners into Qorix to create an independent company focused on the creation of worldclass automotive middleware stack.

Based on the existing development cooperation between KPIT and ZF, relevant IPs of KPIT and ZF will be transferred into the new company. Thus, both partners will bring cash and assets/IP towards their contribution to further develop the middleware stack.

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 concluded on April 26, 2023, approved the execution of the Investment Agreement and the subsequent proposed investment by ZF.

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 NIDA Digitally signed by DESHPANDE NIDA YUNUS YUNUS Date: 2023.04.26 14:07:18 +05'30' Nida Deshpande Company Secretary & Compliance Officer

KPIT Technologies Limited

O +91 20 6770 6000 E [email protected] 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

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Annexure A

Sr.
No.
Particulars Details
1 name(s) of parties with whom the
agreement will be entered
ZF Friedrichshafen AG
2 purpose of entering into the agreement Creation of an Independent Company
todevelop world-class automotive
middleware stack.
3 shareholding, if any, in the entity with
whom the agreement is executed;
NIL
4 significant terms of the agreement (in
brief) special rights like right to appoint
directors, first right to share
subscription in case of issuance of
shares, right to restrict any change in
capital structure etc.
No veto to either of the parties. No
special rights to either party regarding
Appointment of Directors or Key
Management Personnel or subscription
to additional equity or funding of the
operations. Induction of additional
partner(s)within 12-18 months.
5 whether the said parties are related to
promoter/promoter group/ group
companies in any manner. If yes, nature
of relationship;
Not Applicable
6 whether the transaction would fall
within related party transactions? If yes,
whether the same is done at “arms
length”
No
7 in case of issuance of shares to the
parties, details of issue price, class of
shares issued
Post regulatory approvals, new ordinary
shares will be issued to ZF for their
proposed investment for consideration
in Cash and IP at Fair Market Value.
8 any other disclosures related to such
agreements, viz., details of nominee on
the board of directors of the listed
entity, potential conflict of interest
arisingout of such agreements,etc;
Not Applicable

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