KPIT Technologies Ltd — Regulatory Filings 2019

Aug 29, 2019

Date: August 29, 2019

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, Sandra - Kurla Complex, Sandra (E), Mumbai - 400051 Symbol: KPITTECH Series: EQ Kind Attn: The Manager, Listing Department

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Subject: - Outcome of the 2nd Annual General Meeting(' AGM') of KPIT Technologies Limited (' the Co m pany').

Reference: - Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir / Madam,

The 2nd AGM of the Company was held on Wednesday, August 28, 2019 at the Vivanta Pune, Xian Complex, Hinjawadi Road, Hinjawadi, Pune 411057, to transact the business as stated in the Notice dated May 15 2019, convening the AGM.

In this regard, please find enclosed the following:

1) Summary of the proceedings of t he AGM as required under Regulation 30 read with Part A of Sched ule - Ill of the Securit ies and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ('Listing Regulations');

Request you to take note of the same.

Thanking you, Yours faithfully, For KPIT Technologies Limited (Formerly KPIT Engineering Limited

N;~ ande Company Secretary & Compliance Officer

KPIT Technologies Ltd. (Formerly KPIT Engineering Ltd.) Registered & Corporate Office: Plot 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-I\, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. C\N: U74999PN2018PLC174192

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Summary of proceedings of the 2nd Annual General Meeting ("AGM")

The 2nd Annual General Meeting ('AGM' / 'Meeting') of KPIT Technologies Limited ('the Company') was held on Wednesday, August 28, 2019 at 10.30 a.m. (1ST) at "Vivanta Pune", Xian Complex, Hinjawadi Road, Hinjawadi, Pune 411057.

Mr. S. B. (Ravi) Pandit chaired the Meeting except, for resolutions in which Mr. Pandit was interested and for which Ms. Shubhalakshmi, Independent Director chaired the meeting. As the requisite quorum was present, the Chairman called the Meeting to order. Mr. Kishor Patil, CEO & Managing Director of the Company appraised the shareholders on the vision & mission statement and also business update on how it thinks it is well placed to achieve its objectives and goals. The Chairman then provided clarifications to the queries raised by the members. With permission of the members, Notice of t he Meeting and Auditors' Report were taken as read. Thereafter, on the request from the Chairman, Mr. Vinit Teredesai, Chief Financial Officer of the Company, informed that the Company had provided the Members the facility to cast their votes electronically, on all the resolutions set forth in the Notice. Members who were present at the AGM and had not cast their votes electronically were provided an opportunity to cast their votes by Poll at the Meeting venue.

As per Notice dated May 15, 2019 convening the 2nd AGM of the Company, the following business was transacted at the Meeting:-

Ordinary Resolutions:

• 1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2019, together with the reports of the Audit ors and the report of the Board of Directors thereon.
• 1. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2019, together w ith the reports of the Auditors thereon.
• 1. To declare dividend for the financial year ended March 31, 2019 (Rs. 0.75 per equity share of Rs.10/- each i.e. at 7.5%).
• 1. To appoint a Director in place of Mr. S. B. (Ravi) Pandit (DIN: 00075861), who retires by rotation and being eligible, offers himself for reappointment.
• 1. To appoint Mr. S. B. (Ravi) Pandit (DIN: 00075861) as a Chairman and Executive Director of the Company with effect from January 16, 2019, for a period ending March 28, 2020 and thereafter as a Chairman and Non-Executive Director, liable to retire by rotation.
• 1. To appoint Mr. Kishor Patil (DIN: 00076190) as Chief Executive Officer (CEO) & Managing Director of the Company for a period of five years with effect from January 16, 2019, liable to retire by rotation.
• 7.

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• 1. To appoint Mr. Anant Talaulicar (DIN: 00031051) as an Independent Director of the Company for a period of five years with effect from January 16, 2019, not liable to retire by rotation.
• 1. To appoint Mr. B V R Subbu (DIN: 00289721) as an Independent Director of the Company for a period of five years with effect from January 16, 2019, not liable to retire by rotation.
• 1. To appoint Prof. Alberto Sangiovanni Vincentelli (DIN: 05260121) as an independent Director of the Company for a period of five years with effect from January 16, 2019, not liable to retire by rotation.
• 1. To appoint Mr. Nickhil Jakatdar (DIN: 05139034) as an Independent Director of the Company for a period of five years with effect from January 16, 2019, not liable to retire by rotation.
• 1. To appoint Ms. Shubhalakshmi Panse (DIN: 02599310) as an Independent Director of the Company for a period of five years with effect from January 16, 2019, not liable to retire by rotation.
• 1. To appoint Mr. Rohit Saboo (DIN: 00086846) as a Nominee Director of the Company not liable to retire by rotation.
• 1. To pay commission to the Non-Executive Directors of the Company, for a period of five years commencing from the financial year 2018- 19, of such an aggregate amount not exceeding one percent (1%) of the net profits of the Company.
• 1. To approve the appointment of Mr. Chinmay Pandit, a relative of Mr. S.B. (Ravi) Pandit, to hold an office or place of profit in the Company.
• 1. To approve the appointment of Ms. Jayada Pandit, a relative of Mr. S.B. (Ravi) Pandit, to hold an office or place of profit in the Company.

In connection with the above and pursuant to Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we would like to inform you that all Resolutions (1 to 16) mentioned above have been passed by the Members w ith the requisite majority.

Mr. Jayavant Shave, Proprietor, J. 8. Shave & Co., Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the votes cast in this Meeting & remote e-voting and submit a consolidated report thereon. The Consolidated Scrutinizers Report in prescribed format along with the details of the voting results (remote e-voting and poll) on all the resolutions as set out in the Notice of AGM pursuant to Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be uploaded within 48 hours of the closure of the meeting on submission of the same by Scrutinizer.

KPIT Technologies Ltd. (Formerly KPIT Engineering Ltd.) Registered & Corporate Office: Plot 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune- 411057, India. CIN: U74999PN2018PLC174192

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These reports will be uploaded on the website of the Company, Stock exchange where securities of the Company are listed and National Securities Depository Limited (NSDL).

Thanking you,

KPIT Technologies Ltd. (Formerly KPIT Engineering Ltd.) Registered & Corporate Office: Plot 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase- Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. GIN: U74999PN2018PLC174192

0 +91 20 6770 6000 E info@kpit.com W kpit.com

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