KPIT Technologies Ltd — Regulatory Filings 2019

May 15, 2019

May 15, 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: Outcome of the Board of Directors Meeting held on May 15, 2019. Time of Commencement of the Board Meeting: 2.15 p.m. Time of Conclusion of the Board Meeting: 7.45 p.m.

Dear Sir / Madam,

In compliance of Regulation 30 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, we wish to inform you that the Board of Directors of the Company, at its meeting concluded today, inter alia, considered and approved the following: -

• a) Audited Standalone Financial Results and Consolidated Financial Results for the quarter ended March 31, 2019.
• b) Audited Standalone Financial Results and Consolidated Financial Results for the year ended March 31 , 2019.
• c) Recommendation of Final Dividend at Rs. 0.75/- per equity share of Rs. 10/- each (7.5%) for FY 2018-19, subject to declaratiori of the same by members at the Annual General Meeting ("AGM") scheduled on August 28, 2019. The dividend, if declared by the members at the AGM will be paid on or before September 5, 2019.
• d) Resignation of Dr. Klaus Hermann Blickle from the position of Additional Director of the Company with effect from end of May 15, 2019.
• e) Adoption of KPIT Technologies Limited-Employee Stock Option Plan 2019 ("ESOP 2019" / "Plan"/ "KPIT ESOP-New") pursuant to Composite Scheme of Arrangement ("Scheme") amongst Birlasoft Limited (formerly known as KPIT Technologies Limited)("Demerged Company"), KPIT Engineering Limited ("Resulting Company"/ "Company") and other parties which was approved by the National Company Law Tribunal ("NCL T") vide its Order dated 29 November 2018 ("NCLT Order") for employees who held stock options under the KPIT ESOPs of the Demerged Company ("Old Option-holders") and are presently the employees of the Demerged Company and the Company.

The salient features of the Scheme are as follows:

KPIT Technologies Limited (Formerly known as KPIT Engineering Limited)

Coroorate and Reaistered Office: SE? Unit. Plot-17. Rai1v Gandhi lnfotech Paik. MIDC-SrZ. Pha~e Ill. Maan. Taluka Mulsh1. H111ii1\adi.

• 1. The implementation and administration of the Plan has been delegated to the Nomination and Remuneration (HR) Committee of the Company ("NRC").
• 1. The NRC can grant up to 18,07,450 (Eighteen Lakhs Seven Thousand Four Hundred Fifty) employee stock options under the Plan ("Options") in one or more tranches, which shall be exercisable into not more than 18,07,450 (Eighteen Lakhs Seven Thousand Four Hundred Fifty) equity shares of the Company ("Equity Shares").
• 1. Under this ESOP 2019 as well as under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB Regulations"), the Company is required to provide fair and reasonable adjustment to eligible employees ("Old Option-holders").
• 1. Subject to the provisions of SBEB Regulations and the ESOP 2019, the Options shall be granted to only those old option- holders who held the employee stock options issued under the old employee stock options scheme of the Demerged Company ("KPIT ESOPs").
• 1. Pursuant to the Scheme and the applicable law, Company has taken into account the vesting period completed under the KPIT ESOPs prior to the grant of Options to the old option holders under the ESOP 2019.
• 1. Each Option shall carry the right to be issued one Share.

Audited Standalone Financial Results and Consolidated Financial Results for the quarter and year ended March 31, 2019, along with Auditors Report thereon and investor update are being sent separately.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

Nida~nde Company Secretary & Compliance Officer

KPIT Technologies Limited (Formerly known as KPIT Engineering Limited)

CornoratP and Reoi,;tpred Office: SF7 Unit Plnt-17. R;i11v Cianrlhi lnfotPrh Park. M IDC SEZ Phase Ill. Maan. Taluka-Mulsh1. Hirnawadi.