KPIT Technologies Ltd — Declaration of Voting Results & Voting Rights Announcements 2020

Sep 3, 2020

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September 3, 2020

BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400001.

National Stock Exchange of India Ltd., Exchange Plaza, C/1, G Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

Scrip ID: KPITTECH Scrip Code: 542651

Kind Attn: The Manager, Department of Corporate Services

Symbol: KPITTECH Series: EQ Kind Attn: The Manager, Listing Department

• Subject: - Voting Results of the 3[rd] Annual General Meeting (‘AGM’) of KPIT Technologies Limited (‘the Company’).

• Reference: - Regulations 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).

Dear Sir / Madam,

The 3[rd] AGM of the Company was held on Wednesday, September 2, 2020 through Video Conferencing/Other Audio-Visual Means, to transact the following business as stated in the Notice dated May 27, 2020, convening the AGM which have been passed with requisite majority:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors and the report of the Board of Directors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors thereon.

3. To confirm Interim Dividends paid during the financial year 2019-20 (₹ 0.55 & ₹ 0.45) aggregating to ₹ 1 per Equity Share of ₹ 10/- each (at 10%) as the Final Dividend for the financial year ended March 31, 2020.

4. To appoint a Director in place of Mr. Kishor Patil (DIN: 00076190), who retires by rotation and being eligible, offers himself for re-appointment.

5. To consider and approve the requests received from National Engineering Industries Limited and Central India Industries Limited for reclassification of their shareholding from ‘Promoter and Promoter Group’ to ‘Public’ category.

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

KPIT Technologies Limited (Formerly KPIT Engineering 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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In this regard, please find enclosed the following:

• 1) Voting results of the business transacted at the AGM, as required under Regulation 44(3) of the Listing Regulations;

• 2) The Scrutinizer's Report dated September 3, 2020, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014, each as amended.

The Voting Results along with the Scrutinizer's Report is available on the Company's website at www.kpit.com and will also be made available on the website of KFin Technologies Private Limited at www.evoting.karvy.com

Request you to take note of the same.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

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Nida Deshpande Company Secretary & Compliance Officer

Encl:- As mentioned above

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

KPIT Technologies Limited (Formerly KPIT Engineering Limited) Registered & Corporate Office: Plot No.17, Rajiv Gandhi Infotech Park, MIDC-SEZ, Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192

		KPIT Technologies Limited	. .
Date of the AGM			Wednesday, September 2, 2020
Total number of shareholders on cut-of date			59002
No. of shareholder present in the meeting either in peron or through proxy:	.		Not applicable as meeting was conducted·through Video Conferencing/Other Audio-Visual Means
Promoters and Promoter Group:			("VC/OAVM") facility
Public:
No. of Shareholders attended the meeting through Video Conferencing:
Promoters and Promoter Group:			17
Public:			65

Public: 65	Public: 65	Public: 65	Public: 65	Public: 65	Public: 65	Public: 65
Item no-1: To receive, consider and adopt 'he Audited Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors and the report of the Board of Directors thereon. Resolution required: (Ordinary/ Special) Ordinar Whether promoter/ promoter group are interested in the agenda/resolution? No Category Mode of Voting No. of shares No. of votes polled% of Votes No. of No. of Votes- %of Votes in favour % of Votes against on votes held (2) Polled on Votes -in against on votes polled polled (1) outtanding shares favour (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]'100 (3)=[(2)/(1)]' 100 (4) Promoter and Promoter Group E-Voting 114608171 1_14608171 100.0000 114608171 0 100.0000 0.0000 Poll 0 0.0000 0 0 0. 0 Postal Ballot(iapplicable) 0 0.0000 0 0 0 0 Total 114608171 100.0000 114608171 0 100.0000 0.0000 Public-Institutions E-Voting 106250166 63441794 59.7098 63441794 0 100.0000 0.0000 Poll 0 0.0000 0 D 0 0 Postal Ballot{iapplicable) 0 0.0000 0 0 0 0 Total 63441794 59.7098 63 1794 0 100.0000 0.0000 Public-Non Institutions E-Voting 53285471 2134490 4.0058 2132653 1837 99.9139 0.0861 . Poll 0 0.0000 0 0 0.0000 0.0000 Postal Ballot(iapplicable) 0 0.0000 0 0 0 0 Total 2134490 4.0058 2132653 1837 99.9139 0.0861 Total 274143808 180184455 65.7263 180182618 1837 99.9990 0.0010
	Ordinar No No. of votes polled% of Votes No. of (2) Polled on Votes -in outtanding shares favour (3)=[(2)/(1)]' 100 (4) 1_14608171 100.0000 114608171 0 0.0000 0 0 0.0000 0 114608171 100.0000 114608171 63441794 59.7098 63441794 0 0.0000 0 0 0.0000 0 63441794 59.7098 63 1794 2134490 4.0058 2132653 .				No. of Votes- %of Votes in favour % of Votes against on votes against on votes polled polled (5) (6)=[(4)/(2)]*100 (7)=[(5)/(2)]'100 0 100.0000 0.0000 0 0. 0 0 0 0 0 100.0000 0.0000 0 100.0000 0.0000 D 0 0 0 0 0 0 100.0000 0.0000 1837 99.9139 0.0861
		0 0
		63441794 2134490
Public-Non Institutions Total
		0	0.0000	0	0	0.0000 0.0000
		0 2134490	0.0000 0 4.0058 2132653	0	0	0 0
					1837	99.9139 0.0861
		180184455	65.7263 180182618		1837	99.9990 0.0010

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KPIT Technologies Urr:i ted Date of the AGM Wednesday,September2,2020 Total number of shareholders on cut-off date 59002 No. of shareholders present in the meeting either in person or through proxy: Not applicable as meeting was conducted through Video Conferencing/Other Audio-Visual Means Promoters and Promoter Group: {"VC/OAVM") facility Public: . No. of Shareholders attended the meeting through Video Conferencing: Promoters and Promoter Group: 17 . public: 65

Resolution required: {Ordinary/ Special} Ordinary Whether promoter/ promoter group are interested_in the agenda[/] resolution? No Item no- 2: To receive, consider and adopt the Au�ited Consolidated Financial Statements for the financial year ended �arch 31, 2020, together with the reports of th0 Auditors thereon.

Whether promoter/ promoter group are interested_in the agenda	/res	olution?	olution?	No	No	No	No	No	No	No	No
Categor • Mode of Voting Promoter and Promoter GroupE-Voting Poll Postal Ballot (if applicable) Total Public- Institutions E-Voting Poll Postal Ballot(if applicable) Total Public- Non Institutions E-Voting Poll Postal Ballot (if applicable) Total Total				. No. of votes poUed% of Votes No. of No. of Votes - %ofVotesin fvour% of Votes against on votes
		No.of shares held (1) 114608171 106250166 53285471 274143808			otes
			held (1) 14608171 06250166	(2) Polled outstandin {3)=1(2)/(11	on g shares ]* 100 100.0000	Votes-in against favour (5) (4) 114608171 0			on votes polled polled (6)=[[4)/{21]'100 {7)=1(5)/(21]'100 100.0000 0.0000
				114608171 .
				0 0 114608171 63441794 0	0.0000 0.0000 100.0000 59.7098 0.0000	0 0 114608171 0 63441794 0 0 0					0 0 0 0 100.0000 0.0000 100.0000 0.0000 0 0 0 0 100.0000 0.0000
				0	0.0000	0 0
				63441794	59.7098	63441794 0
				2134470 0 0	4.0057		2132243 2227				99.8957 0.1043
					0.0000			0			0.0000 0.0000
					0.0000			0			p 0
				2134470 18018435 . .	4.Q057 65.,262		2132243 2227				99.8957 0.1043
											99.9988 0.0012

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			.
			KPIT Technologies Limited
Date Of the AGM · .				Wednesday, September 2, 2020
Total number of shareholders on cut-off date				59002
No. of shareholders present in the meeting either in person or through prox:
Proroter and �romoter Group: Public:		.		Not applicable-as meeting was conducted through Video Conference (''VC")/ Other Audio Visual Means ("OAVM")
No. of Shareholder attended the meeting through Video Conferencing:	.
Promoter and Promoter Group:				17
Public:			.	65

.	.	.	.	.	.	.
KPIT Technologies Limited
Date Of the AGM · . Total number of shareholders on cut-off date No. of shareholders present in the meeting either in person or through prox: Proroter and �romoter Group: Not . Public: No. of Shareholder attended the meeting through Video Conferencing: . Promoter and Promoter Group: Public: .						Not
							17 65
Public:
Agenda- 3: To confirm Interim Dividends paid during the financial year 2019-20 (Rs. 0.55 & Rs. 0.45) agregating to Rs.1 per Equity Share .							of Rs. 10/- each (at 10%) as the Final Dividend for the financial year ended March 31, 2020. .
Resolution required: (Ordinary/ Special)					Ordinary		~~.~~
Whether promoter/ promoter group are interested in the agenda/resolution?					No
Categor Mode of Voting '				No. of shares held (1) 114608171	No. of votes poDed~~"~~of Votes No. of (2) Polled on Votes-in outstanding shares favour (3)=1(2)/(1))' 100 (4). 114608171 100.0000 114608171 . 0 0.0000 0				No. of Votes- ~~"~~ofVotesin favour against on votes polled (5) (6)=1(4]/(2)]'100 - 0 100.0000 0 0	% of Votes against on votes polled (7}=1(5)/(21]'100 0.0000 0
Promoter and Promoter GroupE-V�ting Poll Postal Ballot (if applicable) Total
	Postal Ballot (if applicable) Total				0 0.0000 0 114608171 100.0000 114608171				0 0	0
									0 100.0000	0.0000
Public- Institutions Public- Non Institutions	E-Voting Poll Postal Ballot (if applicable) Total E-Voting Poll				63731306 59.9823 63731306 0 0.0000 0 0 0.0000 0 63731306. 59.9823 63731306 2134216 4.0052 2132414				0 100.0000 0 0 0 0 0 100.0000 1802 99.9156	0.0000 . . 0
										0 0.0000 0.0844 0.0000
					0 0.0000 0 0.0000			0	0 0.0000
	Postal Ballot (if applicable)							0	0 0	0
	Total				2134216 4.0052 2132414				1802 99.9156 1802 99.9990	0.0844 0.0010
Total .			274143808		180473693 65.8318 180471891

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Date of the AGM
Total number of sharehoider on cut-off date .
No. of shareholder present in-the meeting either in person or through proxy:
Promoters and Pro!oter Group: Public:
No. of Sharehoider attended the meeting through Video Conferencing:
Promoters and Promoter Group: Public:			.
Item No- 4: T_o appoint a Director in place of Mr. Kishor Patil (DIN: 00076190), who. retires			by rotation and being eligible, offer himself for re-appointment.
Resolution required; (Ordinar/ Special)			Ordinary
.
Whether promoter/ promoter group are interested in the agenda/resolution?
Category Mode of Voting No. of shares held **(1) **			No. of votes polled% of Votes No. of No. of Votes- %of- Votesin favour (2) Polled on Votes-in against on votes polJed outstanding shares favour (5) (6)=[14)/(2)1'100 (3)=1(2)/11)1' 100 (4)			% of Votes against on votes polled (7)=15)/(2)1*100
Promoter and Promoter GroupE-Voting 114608171 Poll Postal Ballot (if applicable) Total Public-Institutions E-Voting 106250166 Poll Postal Ballot (i applicable} Total			95090236 0 0	82.9699 95090236 0 100.0000 0.0000 0 0 0 0.0000 0 . 0 0		0.0000 0
						0
			9S090236 63731306	82.9699 95090236 0 100.0000 59.9823 63731306 0 100.0000		0.0000 0.0000
			0 0	0.0000 0.0000	0 0 0	0
					0 0 0	0
			63731306	59.9823 63731306 0 100.0000		0.0000
Public-Non Institutions	E-Voting 53285471 Poll Postal Ballot {if applicable) Total		2133362 0 0 2133362	4.0036 2131232 2130 99.9002		0.0998
				0.0000 0 0 0.0000 0.0000 0 0 0 4.0036 2131232 2130 99.9002		0.0000
	Postal Ballot {if applicable)					0 0.0998
	Total
Total		274143808	160954904	58.7119 160952774 2130 99.9987		0.0013

.	.	.	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .	KPI Technologies Limited .
[ate of the AGM ·					. Wednesday, September 2, 2020 .
Total nutnber of shar-eholders on.Cut-off date					59002
No. of shareholders present in_the_meeting either in perSon or through proxy: Promoters and Promoter Group:					Not applicable as meeting was conducted through Video Conference ("VC")/ Other Audio Visual Means ("OAVM"J
Public:
No. of S_hareholders attended the meeting through Video Conferencing:
Promoter and Promoter Group:						17
Pub/ic:						65
Item no• 5: To consider and approve the requests received from National Engineering Industries limited and Central India Industries limited for reclassificatio·n of their shareholding from 'Promoter and Promoter Group' to 'Public' categor.
Resolution required: (Ordinar/ Special)			Orinar
Whether promoter/ promoter group are interested in the agenda/resolution?			No
Categor	M�de of Voting No. of shares held (1)		No.	of v�tes polled% of Votes No. of No, of yotes - (2) Polled on Votes-in against outstanding shares favour (S) [3)=[(2)/[1)]* 100 **[4) **						%ofVotesin favour on votes polled (6)=[(4)/12)]"100	% of Votes against on votes polled (7)=[(5)/[2)]"100
Promoter and Promoter Group	E-Voting 114608171 Poll Postal Ballot (if applicable) Total			114608171 100.0000 114608171					0	100.0000	0.0000
				0 0.0000 0 0 0.0000 0 114608171 100.0000 114608171				0	0	0	0
								0	0	0	0
									0	100.0000	0.0000
Public- Institutions	E-Voting 106250166 Poll Postal Ballot (i applicable) Total			63731306 59.9823 63731306					0	100.0000	0.0000
				·o 0.0000 0 0 0.0000 0					o · 0 0 0		0
										0	0
				63731306 59.9823 63731306					0	100.0000	0.0000
Public- Non Institutions Total	E-Voting 53285471 Poll Postal Ballot (if applicable) Total 274143808			2081701 3.9067 2079730 0 0.0000 0					1971	99.9053	0.0947
									0	0.0000	0.0000
				0 0.0000 0 2081701 3.9067 2079730 180421178 65.8126 180419207			0		0	0	0
									1971	99.9053	0,0947
									1971	99.9989	0.0011

Note: *All-the shareholders of the Promoter & Promoter Group see�ing re-classification are not holding any shares as on the Cut-off Date fore-voting. Hence, there was no necessity for them to abstain from vo�ing o

l i .. •-� 'Y,q '? \

Jayavant B. Bhave

B.Com. LLB. Dip.lRPM;FCS

J. IJ. cf ':: sf:.mf �

Office : Flat No. 9, Karan Aniket, Plot No. 37, Shri Varanasi Co-op Soc. Ltd Off Banglore-Mumbai Bye Pass, Behind Atul Nagar, Warje, Pune 411 058. Ph. : +91 020 - 25204357/59, E-mail : jbbhave@gmail.com

September 3, 2020

To

Ms. Nida Deshpande Company Secretary

KPITTechnologies Limited (Formerly KPIT Engineering Limited)

Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune 411057

· Sub: Report of Scrutinizer on Remote e-voting and e-voting conducted at the Third AGM held through Video Conference ("VC"l/ Other Audio Visual Means ("OAVM"l

. Dear Ms. Nida Deshpande

I refer to my appointment as Scrutinizer to scrutinize the voting facility (including Remote E-voting and e-voting at the AGM) in respect of the following resolutions contained in the Notice of 3rd Annual General Meeting of your company held on Wednesday, September 2, 2020 through Video Conference ("VC")/ Other Audio Visual Means ("OAVM"):

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors and the report of the Board of Directors th.ereon (Ordinary Resolution)

2. · To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended· March 31, 2020, together with the reports of the Auditors thereon· (Ordinary Resolution)

3. To confirm Interim Dividends paid during the financial year 2019-20 (Rs. 0.55 & Rs. 0.45) aggregating to Rs. 1 per Equity Share of Rs. 10/- each (at 10%) as the Final Dividend for the financial year ended March 31, 2020 (Ordinary Resolution)

4. To appoint a Director in place of Mr. Kishor Patil (DIN: 00076190), who retires by rotation and being eligible, offers himselHor re-appointment (Ordinary Resolution)

Special Business:

1. To consider and approve the requests received from National Engineering Industries Limited and Central India Industries Limited for reclassification of their shareholding from 'Promoter and Promoter Group' to 'Public' category (Ordinary Resolution)

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J. I. Ile & Co
Company Secretaries
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I now enclose the following:

• a. My report addressed to the Company Secretary of the Company on the result of the remote e­ voting and e-voting at the AGM

• b. The register showing the particulars of the e-votes registered on KFin Tethnologies Private Limited, ("KFin") for remote e-voting and e-voting at the AGM.

You are requested to take the same on record and acknowledge.

Thanking you

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J,
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Yours faithfully
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For J.B.Bhave & Co.
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Jayavant B Bhave

Company Secretary in Whole-time Practice · FCS 4266 CP 3068

Scrutinizer appointed by the Board of Directors for the Voting process for 3[rd ] AGM of the Company

Jayavant B. Bhave B.Com. LLB. Dip.lRPM,FCS

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Office : Flat No. 9, Karan Aniket, Plot No. 37, Shri Varanasi Co-op Soc. Ltd 411 058. Off Banglore-Mumbai Bye Pass, Behind Atul Nagar, Warje, Pune Ph. : +91 020 - 25204357/59, E-mail : jbbhave@gmail.com Consolidated Report of Scrutinizer on e-voting Process [Remote e-voting and e-voting conducted at the Third Annual General Meeting (AGM) held through Video Conferencing/Other Audio-Visual Means ("VC/OAVM"l facility.)

[Pursuant to Section 108 of the Companies Act, 2013 read with Companies (Manageme·nt and Administration) Rules, 2014 further read with General Circular nos. 20/2020, 17 /2020 and 14/2020 issued by The Ministry of Corporate _Affairs (MCA), Government of India and Circular No. ·SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated May 12, 2020 issued by Securities Exchange and Board of lndi_a (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) ·Regulations, 2015"))

September 3, 2020

To Ms. Nida Deshpande Company Secretary KPITTechnologies Limited (Formerly KPIT Engineering Limited) Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune 411057

Dear Ms. Nida Deshpande,

Sub: Consolidated Report of Scrutinizer on E-voting Process [Remote e-voting and e-voting conducted at the Third AGM held through VC/OAVM facility,_conducted pursuant to the provisions of Section 108 of the Companies Act, 2013 ('the Act') read with Companies (Management and Administration) Rules, 2014 further read with General Circular nos. 20/2020, 17/2020 and 14/2020 issued by the Ministry of Corporate Affairs (MCA), Government of India and Circular No. SEBI/HO/CFD/CMDl/CIR/P/2020/79 dated May 12, 2020 issued by Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI (LODR) Regulations, 2015"))

The Board ·of Directors of KPIT Technologies Limited (Formerly KPIT Engineering ·Limited) ('the Company') has vide resolution passed on_ May 27, 2020 decided to provide to the members of the Company, facility to exercise their voting right on the resolutions as set out in the notice of Third Annual General Meeting ('AGM') held on September 2, 2020; by way of Voting through electronic

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Page 1 of7

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J. IJ. !Jhaue & Co
Company Secretaries
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means [including Remote E-voting and E-voting at the AGM (lnsta Poll)]; as required under the provisions of Sections 108 of the Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014.

I, Jayavant B. Bhave, Company Secretary _in Whole time Practice, having Membership No. FCS 4266 and Certificate of Practice N_umber 3068 has been appointed as the Scrutinizer by the Board of Directors of the Company vide resolution passed on May 27, 2020 as required under Sections 108 of the Companies Act, 2013 and Rule 20(4)(xi) of the Companies (Management and Administration) Rules, 2014, for the purpose of scrutinizing the voting process by electronic means (including Remote E[0] voting and e-voting at .the AGM); in a fair and transparent manner and ascertaining the requisite majority for passing of resolutions as contained in the notice convening the Third Annual General Meeting of the Company held on September 2, 2020 and stated herein below:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors and the report of the Board of Directors thereon (Ordinary Resolution).

2. To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2020, together with the reports of the Auditors thereon (Ordinary Resolution).

3. To confirm Interim Dividends paid during the financial year 2019-20 (Rs. 0.55 & Rs. 0.45) aggregating to Rs. 1 per Equity 5h9re of Rs. 10/- each (at 10%) as the Final.Dividend for the financial year ended March 31, 2020 (Ordinary Resolution).

4. To _appoint a Director in place of Mr. Kishor Patil (DIN:,00076190), who retires by rotation and being eligible, offers himself for re-appointment (Ordinary Resolution).

Special Business:

1. To consider and approve the requests received from National Engineering Industries Limited and Central India Industries Limited for reclassification of their shareholding from 'Promoter and Promoter Group' to 'Public' category. (Ordinary ResolutionJ.

The management of the Company is responsible to ensure the compliance with the requirements of the Companies Act, 2013 and Rules made thereunder relating to Remote E-voting/ E-voting at the ·AGM. My responsibility as a scrutinizer for the voting process is restricted to ensure that the voting process is conducted in a fair and transparent manner and make the Scrutinizers' Report of the votes cast "in favour" or ";,gainst" the above r�solutions, based on the reports generated from the E­ Voting System provided by KFin Technologies Private Limited, Registrar & Transfer Agent of the Company ("KFin"/"RTA"), the authorized agency to provide Remote E-voting/ E-voting at the AGM facilities and engaged by the company for that purpose.

Page 2 of7

: �� ,.,,,:'.: 1'.·:.ls�'. : -., F · .. 4 p.) 6 0 ' , • ,1t,,, I $ ,

Company Secretaries

Th.e Notice of AGM dated May 27, 2020, convening the Third Annual General Meeting of the Company to be held through Video Conference / Other Audio Visual Means ("VC/OAVM"), on Wednesday, September 2, 2020 at 10:30 a.m. 1ST, was sent through electronic mode .to the members of the Company and the members of the Company holding shares on the cut-off date i.e. Wednesday, August 26, 2020 were entitled to vote on the above-mentioned resolutions proposed as set out in the Notice of Third Annual General Meeting.

In this regard, I submit my report as under:

1. The E-voting period remained open from Friday, August 28, 2020 (9:00 a.m. 1ST) and ended on Tuesday, September 1, 2020 (5:00 p.m. 1ST)

2. After the conclusion of AGM on September 2, 2020, I have downloaded, scrutinized and counted the Votes cast through remote e-voting and lnsta Poll, for the purpose of this report.

3. I have unblocked the electronic votes cast through remote e-voting and lnsta Poll in the presence of the witnesses not in the employment of the Company from the e-voting website of KFin (https://evoting.karvy.com).

4. 4.. The detai'ls containing list of the shareholders who cast their votes electronically on each of the resolutions; was downloaded from the e-voting website of KFin (https://evoting.karvy.com).

5. The consolidated results of the e-voting process.(including Remote E-voting and lnsta P?lll are as follows:

Resolution No. 1 (Ordinary Resolution)

To receive, consider and adopt the Audited Financial Statements for the financial year end.ed March 31, 2020, together with the reports of the Auditors and the report of the Board of Directors thereon.

Voted in Favour of the Resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes cast 266 180182618 99.9990 Voted against the resolution: Number of Members who Number of votes cast Percentage to total votes cast their votes cast 7 1837 0.0010 Page 3 of7 �\'·'·.�-'.:'. --�,/ (\ i ::;:;;--

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J. /Jkave & Co
IJ.
Company Secretaries
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Invalid Votes:

Number of Members whose Number of invalid votes votes were declared invalid cast by them 0

Abstain Votes:

Total Number of members Number of.Abstained Vote ·present and abstained from voting 5 308924

Resolution _No. 2 (Ordinary Resolution)

To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2020 together with the reports of the Auditors thereon.

Voted in Favour of the Resolution:

Number of Members who Number of votes cast Percentage to total votes cast.their votes cast . 267 . 180182208 99.9988

Voted against the resolution:

Number of Members who Number of votes cast cast their votes

7 2227

Percentage to total votes cast . 0.0012

Invalid Votes:

Number of Members whose Number of invalid votes votes were declared invalid cast by them

0

Abstain Votes:

Total Number of members Number of Abstained Vote present and abstained from voting . 5 308924

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J. /Jkave & Co IJ. Company Secretaries

Resolution No. 3 (Ordinary Resolution)

To confirm Interim Dividends paid during the financial year 2019-20 (Rs. 0.55 & Rs. 0.45) aggregating to Re. 1 per Equity Share of Rs. 10/- each (at 10%) as the Final Dividend for the financial year ended March 31, 2020

Voted in Favour of the Resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes· cast 265 180471891 99.9990

Voted against the resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes cast 7 1802 0.0010

Invalid Votes:

Number of Members whose Number of invalid votes votes were declared invalid cast by them 0 . 0

Abstain Votes:

Total Number of members Number of Abstained Vote present and abstained from voting 6 19686

Resolution No. 4. (Ordinary Resolution)

To appoint a Director in place of Mr. Kishor Patil (DIN: 00076190), who retires by rotation and being eligible, offers himself for re-appointment.

Voted in Favour of the Resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes cast 256 160952774 99.9987

Voted against the resolution:

Number of Members who Number of votes cast Percentage. to total votes cast their votes cast 12 2130 0.0013 --'.,:�·.. .: .... "'-. P;:,ge 5 of7 . -xc· T. 13. tS ,s,,, . 6 rn 06 t 'EC

J. /J. /Jfwue & Co Company Secretaries

Invalid Votes:

Number of Members whose Number of invalid votes votes were declared invalid cast by them 0 0

Abstain Votes:

Total Number of members Number of Abstained Vote present and abstained from voting

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11 19538475
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Resolution No. 5 {Ordinary Resolution)

To consider and approve the requests received from National Engineering Industries limited and Central India Industries Limited. for reclassification of their. shareholding from 'Promoter and Promoter Group' to 'Public' category ..

Voted in Favour of the Resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes cast 264 180419207 99.9989

Voted against the resolution:

Number of Members who Number of votes cast Percentage to total votes cast their votes . cast 9 1971 0.0011

Invalid Votes:

Number of Members whose Number of invalid votes votes were 'declared invalid cast by them 0 0

Abstain Votes:

Total Number of members Number of Abstained Vote present and abstained from voting 5 72201

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Company Secretaries

1. The Register, all other papers and relevant records (including electronic data) relating to voting shall remain in our custody until the Chairman considers, approves and signs the minutes of Third Annual General Meeting and the same will be handed over to the Company Secretary thereafter.-

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All the five resolutions have been passed as Ordinary Resolutions with requisite majority.

The Chairman of Annual General Meeting or Company Secretary of the Company may acco�dingly declare the res�lt of voting.

Thanking.You, Yours faithfully, For J.B.Bhave &.Co.

Counter-signed by: For KPll Technologies limited {Formerly KPIT Engineering Limited)

Jayavant B Bhave Company Secretary in ·whole-time FCS 4266 CP 30Ei8 .Practice UDIN : F004266B000654641 ·P.R No.: 486/2016

Nida Deshpande Company Secretary F6247

Scrutinizer appointed by the Board of Directors for the Voting process for 3 [rd] · AGM of the Company

Date: September 3, 2020

· Place: Pune

· The Scrutinizer unblocked the votes from the e-voting syste f KFin in our presence at 12:27 PM on Wednesday, September 2, 2020.

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RuchiBhave Witness

Keyuri Meghan! Witness

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