KPIT Technologies Ltd — Regulatory Filings 2019

Jun 18, 2019

June 18, 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, Cl 1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai - 400051.

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Subject: Disclosure of events or information under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/ CFD/CMD/4/2015 dated September 9, 2015.

Dear Sir / Madam,

In compliance of Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and SEBI Circular CIR/CFD/CMD/4/201 5 dated September 9, 2015, we wish to inform you that the Board of Directors of the Company, at their meeting held on June 17, 201 9, considered and approved the following resolutions, subject to the approval of Members by way of passing special resolution/s: -

A. Adoption of "KPIT Technologies Limited- Employee Stock Option Scheme 2019A" ('KPIT-ESOS-2019A' / 'ESOS' / 'ESOS 2019A'). The details of the same are given herein below:

brief details of Options granteda)	37, 93,923 (Thirty Seven Lakhs Ninety-ThreeThousand Nine Hundred and Twenty Three)Options to the eligible employees of theCompany or its subsidiary company(ies) asdeterminedbytheNomination&Remuneration(HR)Committee('Committee')
b) whether the scheme is in terms of(ShareBasedEmployeeSEBI(ifBenefits)Regulations,2014a plicable);	Yes
c) total number of shares covered bythese Options;	Not more than the number of Options whichshall be granted

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

0 +91 20 6770 6000

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	d) pricing formula;	The Exercise price per Option shall be equalto the Market Price of an Equity Share ofthe Company.
		"Market price" under the SEBI (Share BasedBenefits)Regulations,Employee2014("SBEB") means the closing price of theCompany' s equity sharethestockonexchange on which the equity shares of theCompany are listed, on the trading dayimmediately prior to the date of grant ofoptions. If such shares are listed on morethan one stock exchange, then the closingprice on the stock exchange having highertrade volume shall be considered as themarket price.
	e) Options vested;	Nil
f)	time within which Option may beexercised;	The vested Options shall be excisable withina period of 5 (Five) years from the date ofvesting of such Options.
	g) Options exercised;	Nil
	h) money realized by exercise ofOptions;	Nil
i)	the total number of shares arising asa result of exercise of Option;	37, 93,923 (Thirty Seven Lakhs Ninety-ThreeThousand Nine Hundred and Twenty Three)
j)	Options lapsed;	Nil
	k) brief details of significant terms;	The aforesaid Options shall vest over amaximum period of 4 (Four) years from thedate of grant.
l)	subsequent changes or cancellationor exercise of such Options;	Nil
	m) diluted earnings per share pursuantto issue of equity shares on exerciseof Options.	Options are yet to be exercised
	n) conversion ratio	Each Option shall carry the right to beissued one share of the Company.

KPIT Technologies Lt d. (Formerly KPIT Engineering Ltd.) o +91 20 677 0 6000 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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B. Adoption of "KPIT Technologies Limited- Employee Stock Purchase Scheme 2019" ("ESPS 2019" or "Scheme"). The details of the same are given herein below:

a) brief details of Options granted;	No Options are granted. However, offer of40,000 (Forty Thousand) equity shares offace value of Rs.10/- (Rupees Ten) each oftotheCompanymadetheeligibleemployees of the Company, its subsidiarycompany(ies),determinedbytheasCommittee for transfer from trust's existingshareholding comprising of equity sharesacquiredfromprimary /freshissue andsecondary market.
whether the scheme is in terms of SEBIb)(ShareEmployeeBenefits)BasedRegulations, 2014 (if applicable);	Yes
total number of shares covered byc)these Options;	Not applicable to the Scheme. There are noOptions granted under the Scheme.
d) pricing formula;	The Offer Price per equity share shall be theprice, which shall not be less than the facevalue of equity share of the Company at thetime of offer.
e) Options vested;	Not applicable to the Scheme. The term'vesting' under Reg. 2(1 )(zi) of the SEBI(ShareEmployeeBenefits)BasedRegulations, 2014 does not apply tothePart B (ESPS) of SEBI (SBEB) Regulations.
f)time within which Option may beexercised;	Not applicable to the Scheme. The term'exercise period' under Reg. 2(1 )(j) of the(ShareEmployeeBenefits)BasedSEBIRegulations, 2014 does not apply to the PartB (ESPS) of SEBI (SBEB) Regulations.
	Further, the offer period under the Schemewithin which employees may accept theallotment of equity shares does not qualifyas an 'exercise period under Reg. 2(1 )(j) ofthe SEBI (Share Based Employee Benefits)Regulations, 2014.

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g) Options exercised;	Not applicable to the Scheme. The conceptof 'exercise' under Reg. 2(1 )(i) of the SEBIEmployee(ShareBasedBenefits)Regulations, 2014 does not apply to the PartB (ESPS) of SEBI (SBEB) Regulations.
h) money realized by exercise ofOptions;	Not applicable to the Scheme.
i) the total number of shares arising as aresult of exercise of Option;	Not applicable to the Scheme. The Schemebeing Part B scheme under the SEBI (ShareEmployeeBenefits)Regulations,Based2014, allots shares outright.
j) Options lapsed;	Not applicable to the Scheme. There are noOptions granted under the Scheme.
k) brief details of significant terms;	The equity shares transferred from trust'sexisting shareholding comprising of equityshares acquired from primary /fresh issueand secondary market pursuant to theScheme shall not be transferable in anymanner for a minimum period of 1 (one)year.
l) subsequent changes or cancellation orexercise of such Options;	Not applicable to the Scheme. There are noOptions granted under the Scheme.
m) diluted earnings per share pursuant toissue of equity shares on exercise ofOptions.	Not applicable to the Scheme.
n) conversion ratio	Not applicable to the Scheme.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited

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