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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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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