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

Jul 1, 2020

July 1, 2020

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

Subject: Voting Results of Postal Ballot

Dear Sir / Madam,

Pursuant to the provisions of Regulation 30 and 44 (3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("the Regulations") please find enclosed herewith the following:-

• 1. Voting results as required under Regulation 44 of the Regulations.
• 1. Report of Scrutinizer dated July 1, 2020, pursuant to the provisions of Section 108 and Section 110 of the Companies Act, 2013 and read with Companies (Management and Administration) Rules, 2014.

The resolutions in the postal ballot notice have been deemed to be approved and passed with requisite 3/4th majority on June 30, 2020 which is the last date of remote e-voting.

The voting results along with the scrutinizer's report will also be available on the Company's website www.kpit.com and on the website of KFin Technologies Private Limited https://evoting.karvy.com.

Kindly take the same on record.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited (Formerly KPIT Engineering Limited)

Nida Deshpande Company Secretary & Compliance Officer

Encl:- As mentioned above

O +91 20 6770 6000

E info@kpit.com W kpit.com

B.Com. LL.B. Dip.lRPM,FCS J. IJ. IJ luwe & Co Company Secretaries

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

Report of Scrutinizer on Postal Ballot and Remote E-Voting [Pursuant to Section 108 and Section 110 of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014)

July 1, 2020

To Mr. S.B. (Ravi) Pandit Chairman KPIT Technologies Limited (Formerly KPIT Engineering Limited) Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase 111, Maan, Taluka-Mulshi, Hinjawadi, Pune 411057, India

Dear Sir,

Sub: Report of Scrutinizer on Voting Process through Remote E-voting conducted pursuant to the provisions of Section 108 and 110 of the Companies Act, 2013 ('the Act') read with Companies (Management and Administration) Rules, 2014

The Board of Directors of KPIT Technologies Limited (Formerly KPIT Engineering Limited) ('the Company') issued the postal ballot notice dated May 27, 2020 (hereinafter referred as "Notice") and decided to provide to the members of the Company, facility to exercise their voting rights on the resolutions as set out in the notice by way of voting by electronic means ("remote e-voting"); as required under the provisions of Section 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration ) Rules , 2014.

In view of COVID-19 pandemic, the Ministry of Corporate Affairs ("MCA") has prescribed guidelines for holding general meetings/conducting postal ballot process through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020 and 17 /2020 dated April 13, 2020 ("MCA Circulars"), for the time being in force (including any statutory modification(s) or re-enactments thereof), the resolutions as appended below are passed by the Member(s) of the Company through Postal Ballot, voting by remote e-voting only as Special Resolutions.

I, Jayavant B. Bhave, Company Secretary in Whole time Practice having Membership No. FCS 4266 and Certificate of Practice Number 3068 have been appointed as the Scrutinizer by the Board of Directors of the Company vide resolution passed on May 27, 2020 as required under Section 108 and 110 of the Companies Act, 2013 and Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 for the purpose of scrutinizing the results of remote e-voting in a fair and transparent manner and ascertaining the requisite majority for passing of resolutions as contained in the notice and reproduced herein below:

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SPECIAL RESOLUTIONS:

1. To approve amendments in 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A'.

J. IJ. IJ lwue & Co

Company Secretaries

1. Grant of Stock Options to the employees of the Subsidiary Company (ies) of the Company under 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A' as amended.

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. 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 "against" on the above resolutions, based on the reports generated from the E-Voting System provided by the KFin Technologies Private Limited, the authorized agency to provide remote e-voting facilities and engaged by the Company for that purpose.

I hereby submit my report on the Special Resolutions proposed in the Postal Ballot Notice as under:

• 1. The members of the Company whose names were recorded in the Register of Members or in the Register of Beneficial Owners maintained in the depositories as on the Cut-off date i.e. May 22, 2020 were entitled to vote on the Special Resolutions in the notice.
• 1. The Postal Ballot Notice has been sent to all the Members, whose e-mail addresses are registered with the Company or with the Depositories/Depository Participants or with the Company's Registrar and Share Transfer Agent, KFin Technologies Private Limited ("KFin").
• 1. The Company has published on May 29, 2020, an advertisement about the dispatch of Postal Ballot Notice in Financial Express (English) and Loksatta (Marathi).
• 1. The votes exercised through e-voting facility from Monday, June 1, 2020 (9.00 a.m. 1ST) till Tuesday, June 30, 2020 (5.00 p.m. 1ST); being the last date for remote e-voting; were considered for my scrutiny.
• 1. After the closure of voting period on June 30, 2020, I have unblocked the electronic votes in the presence of two witnesses not in the employment of the Company.
• 1. The details containing list of the shareholders who casted their votes electronically on each of the resolutions was downloaded from the e-voting website of KFin (https://evoting.karvy.com).
• 1. I have scrutinized, downloaded and counted the votes casted through remote e-voting facility and their particulars have been recorded in accordance with the Companies (Management and Administration) Rules, 2014 for the purpose of this report.
• 1. Members voted have cast their votes through remote e-voting.

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J. IJ. /Jhoue & Co Company Secretaries

9. The results of voting are as under:-

A] Summary of Votes cast by remote e-voting (As per Companies Act, 2013)

Resolution No. 1- To approve amendments in 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A'.

i. Voted in favour of the resolution:

Number of members voted	Number ofvotes cast bythem	% of total number of validvotes cast
222	187785407	91.42

ii. Voted against the resolution:

Number of members voted	Number ofvotes cast bythem	% of total number of validvotes cast
104	17621112	8.58

iii. Invalid votes: Nil

iv. Abstain and Less Voted:

Abstain	Less voted
Total number of members	Total number of votes castby them
13	17399	150677

Resolution No. 2- Grant of Stock Options to the employees of the Subsidiary Company (ies) of the Company under 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A' as amended.

i. Voted in favour of the resolution:

Number of members voted	Number ofvotes cast bythem	% of total number of validvotes cast
224	187785599	91.42

ii. Voted against the resolution:

Number of members voted	Number ofvotes cast bythem	% of total number of validvotes cast·-
102	17620920	8.58

iii. Invalid votes:Nil

iv. Abstain and Less voted:

Abstain	Less voted
Total number of members	Total number of votes castby them
13	17399	150677

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BJ Total number of votes cast in favour and/ or against the Special Resolutions (As per Regulation 44 of SEBI LODR Regulations)

J. IJ. /Jfuwe & Co

Company Secretaries

	Resolution No. 1
Name of the Company			KPIT Technologies Limited (Formerly KPIT Engineering Limited}
Date of Postal Ballot			May 27, 2020
				(Voting start date: June 1, 2020 (9.00 a.m. 1ST} to June 30, 2020 (S.00 p.m. IST}}
	record date	Total number of shareholders on	56143(Cut-off date- May 22, 2020)
		No. of shareholders present in the				Not Applicable
		meeting either in person or
	through proxy:
		Promoters and Promoter Group:				Not Applicable
	Public:		Not Applicable
	meeting through Video	No. of Shareholders attended the				Not Applicable
	Conferencing
		Promoters and Promoter Group:	Not Applicable
	Public	Not Applicable
	Resolution No.1			To approve amendments in 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A'
	Resolution Required					Special Resolution
	group are interested in the	Whether promoter/ promoter		NO
Category	agenda/resolution?Mode	No. of	No. of	% of Votes	No. of	No. of Votes	% of Votes in	% of Votes against
	ofVoting	sharesheld	votespolled	Polled onoutstandingshares	Votes- infavour	-Against	favour onvotes polled	on votes polled
		(1)	[2]	[3]={[2]/[11}*100	[4]	[SJ	[6]={[4]/[2]}*100	(7]={[5]/[2]}"100
Promoterand	E-Voting	114608171	114608171	100.00	114608171	0	100.00	0.00
PromoterGroup	PostalBallot		NA	NA	NA	NA	NA	NA
	Total		114608171	100.00	114608171	0	100.00	0.00
PublicInstitutions	E-Voting	98204051	79096298	80.54	61564298	17532000	77.83	22.16
	PostalBallot		NA	NA	NA	NA	NA	NA
	Total		79096298	80.54	61564298	17532000	77.83	22.16
Public NonInstitutions	E-Voting	61331586	11702050	19.08	11612938	89112	99.24	0.76
	PostalBallot		NA	NA	NA	NA	NA	NA
	Total		11702050	19.08	11612938	89112	99.24	0.76
Total		274143808	205406519	74.93	187785407	17621112	91.42	8.58

	Name of the Company		KPIT Technologies Limited (Formerly KPIT Engineering Limited)
Date of Postal Ballot						May 27, 2020
				(Voting start date: June 1, 2020 (9.00 a.m. 1ST) to June 30, 2020 (5.00 p.m. IST))
		Total number of shareholders on				56143
record dateNo. of shareholders present in the						(Cut-off date- May 22, 2020)
	meeting either in person or					Not Applicable
	through proxy:
		Promoters and Promoter Group:				Not Applicable
	Public:					Not Applicable
		No. of Shareholders attended the				Not Applicable
	meeting through Video
	Conferencing
Promoters and Promoter Group:						Not Applicable
Public						Not Applicable
	Resolution No. 2						Grant of Stock Options to the employees of the Subsidiary Company (ies) of the Company
							under 'KPIT Technologies Limited - Employee Stock Option Scheme 2019A' as amended.
	Resolution Required					Special Resolution
		Whether promoter/ promoter				NO
	group are interested in the
Category	agenda/resolution?Mode	No. of	No. of	% of Votes	No.of	No. of	% of Votes in	% of Votes
	ofVoting	sharesheld	votespolled	Polled onoutstandingshares	Votes-infavour	Votes-Against	favour on votespolled	against on votespolled
		(1)	(2)	[3)={[2]/[1)}*100	(4)	[SJ	(6)=([4)/[2)}*100	(7)={[S)/[2)}*100
Promoter	E·	114608171	114608171	100.00	114608171	0	100.00	0.00
and	Voting
PromoterGroup	PostalBallot		NA	NA	NA	NA	NA	NA---
	Total		114608171	100.00	114608171	0	100.00	0.00
Public	E·	98204051	79096298	80.54	61564298	17532000	77.83	22.16
	VotingPostalBallot		NA	NA	NA	NA	NA	NA
	Total							22.16
			79096298	80.54	61564298	17532000	77.83
	E·Voting	61331586	11702050	19.08	11613130	88920	99.24	0.76
InstitutionsPublic NonInstitutions	Postal		NA	NA	NA	NA	NA	NA
	BallotTotal		11702050	19.08	11613130	88920	99.24	0.76

1. All registers, relevant records and other incidental papers, particulars of shareholders such as name, folio number or DP ID/ Client ID, number of shares dissented, number of shares rejected and other papers related to e-voting which are in my safe custody have been handed over to the Company Secretary of the Company for safe keeping, to the extent applicable.

Result

Based on the above results, both the Special Resolutions, Sr. No. 1 and 2 mentioned herein above proposed to Members of KPIT Technologies Limited (Formerly known as KPIT Engineering Limited) stand passed as Special Resolutions with requisite 3/4th majority.

The Chairman may accordingly declare the result of voting through remote e-voting facility in respect of Special Resolutions mentioned in the Postal Ballot Notice.

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Jayavant B Bhave Company Secretary in Whole-time Practice FCS 4266 CP 3068 (Scrutinizer appointed for the Postal Ballot Process) PR No.: 486/2016 UDIN:F004266B000405359

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

Nida Deshpande Company Secretary

Date: 1 st July 2020 Place: Pune

The Scrutinizer unblocked the votes from the e-voting system of KFin in our presence at 5:12 PM on Tuesday, June 30, 2020.

Ruchita Deshpande

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