KPIT Technologies Ltd — Capital/Financing Update 2024

Dec 4, 2024

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December 4, 2024

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

Dear Sir / Madam,

• Subject: - Disclosure of events & information pursuant to Regulation 30 – Update on Acquisition of Technica Group.

This is with reference to our earlier intimation dated September 21, 2022, regarding approval of acquisition of Technica Engineering GmbH, Germany, Technica Electronics Barcelona S.L., Spain, Technica Engineering Spain S.L., Spain, and Technica Engineering Inc, USA (“Technica Group”) through KPIT Technologies GmbH & KPIT Technologies Inc. respectively, both KPIT entities are wholly owned step-down subsidiary of the Company. Our further communication dated January 31, 2023, through quarterly financial results for quarter ended December 31, 2022, intimating acquisition of entire stake in / of Technica Group, by way of payment of an upfront fixed consideration of Euro 60 million & balance fixed consideration Euro 20 million was paid (total fixed consideration of Euro 8O million).

On October 21, 2024, we had intimated regarding completion of 1[st] Milestone of Euro 14.5 million out of the maximum variable consideration of Euro 30 million. Breakup of Euro 14.5 million is as follows:

• Euro 9.5 million is towards earnout towards achievement of performance conditions &

• Euro 5 million towards acquisition of KPIT engineering SUARL, Tunisia. This is the nearshore development center for Technica GmbH, who is their sole customer.

Now we wish to inform that the shares are transferred in the name of Company & the extract of acquisition registration issued by Tunisian National Company Register, received by Company on December 04, 2024.

The details of disclosure pursuant to Para A of Part A of Schedule III of the SEBI Listing Regulations read with SEBI Circular dated July 13, 2023, are enclosed herewith as “Annexure-A & Annexure B”.

Kindly take the same on your records.

Yours faithfully,

For KPIT Technologies Limited

DESHPANDE Digitally signed by DESHPANDE NIDA YUNUS NIDA YUNUS Date: 2024.12.04 17:07:34 +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

Sr. No.	Particulars	Details
1	Name of the target entity, details in brief such as size,turnover etc.	Technica Group Companies are wholly owned subsidiaryof the Company.
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	The Promoter/ Promoter Groups/ Group Companies do not have any interest in Technica Group. None of the KPIT Directors have any interest in Technica Group. This transaction is not Related PartyTransaction.
3	Industry to which the entity being acquired belongs	Automotive, specializing in production-ready system prototyping (combination of network system architecture, hardware prototyping, integration), automotive ethernet products, and tools for validation.
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The acquisition has created across-the-stack expertise, offering a one-stop shop for the industry to transform towards SDV. The acquisition has EPS accretive upon consolidation. This earn out payment to sellers is as per SPA as entered as on September 21, 2022, and is part of total consideration of Euro 110 mn. Therefore, it does not impact goodwill on consolidation accountingdue to this transaction.
5	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable
6	Indicative time period for completion of the acquisition	Not Applicable
7	Consideration – whether cash consideration or share swap or any other form and details of the same	100% Cash consideration
8	Cost of acquisition and/or the price at which the shares are acquired	Euro 9.5 million is paid towards earn out towards achievement of performance conditions. No shares are beingacquired against this earnout.
9	Percentage of shareholding / control acquired and / or number of shares acquired	Not Applicable.
10	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).	Technica Group Companies have leadership in automotive in production-ready system prototyping (combination of network system architecture, hardware prototyping, integration), automotive ethernet products, and tools for validation.

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 B

Sl	Particulars	Details
1	Name of the target entity, details in brief such as size,turnover etc.	KPIT engineering SUARL (“KPIT Tunisia”)
2	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	The Promoter/ Promoter Groups/ Group Companies do not have any interest. None of the KPIT Directors have any interest. This transaction is not Related Party Transaction.
3	Industry to which the entity being acquired belongs	Automotive
4	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	This is a nearshore development center for Technica GmbH, who is the sole customer of KPIT Tunisia and therefore, there is no impact on consolidated Profit and Loss for the Company.
5	Brief details of any governmental or regulatory approvals required for the acquisition	Not Applicable
6	Indicative time period for completion of the acquisition	Not Applicable
7	Consideration – whether cash consideration or share swap or any other form and details of the same	100% Cash consideration
8	Cost of acquisition and/or the price at which the shares are acquired	Euro 5 million as a consideration for acquiring KPIT Tunisia through KPIT Technologies GmbH (as mentioned in covering letter, forms part of Euro 30 million as per terms of Share Purchase Agreement).
9	Percentage of shareholding / control acquired and / or number of shares acquired	KPIT Technologies GmbH (wholly owned step- down subsidiary of the Company) has acquire 100% of the shareholding.
10	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).	KPIT engineering SUARL with its legal seat in Sfax, Tunisia registered with National company Register under 1823706N. Date of Incorporation: 5thMay 2023 Turnover: Not Applicable No of Employees: 251

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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