KPIT Technologies Ltd — Regulatory Filings 2021

Aug 26, 2021

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August 26, 2021

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

Symbol: KPITTECH Series: EQ

Kind Attn: The Manager, Department of Corporate Services

Kind Attn: The Manager, Listing Department

• Subject: - Voting Results of the 4[th] 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 4[th] AGM of the Company was held on Wednesday, August 25, 2021 through Video Conferencing/Other Audio-Visual Means, to transact the following business as stated in the Notice convening the AGM which have been passed with requisite majority:

Ordinary Resolutions:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021, 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, 2021, together with the reports of the Auditors thereon.

3. To declare final dividend for the financial year ended March 31, 2021 (Rs. 1.50 per equity share of Rs. 10/- each i.e. at 15%).

4. To appoint a director in place of Mr. Sachin Tikekar (DIN: 02918460), who retires by rotation and being eligible, offers himself for re-appointment.

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

KPIT Technologies 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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Special Resolutions:

1. To consider and approve the increase in remuneration limit as per Section 197 of Companies Act, 2013 and Regulation 17 (6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of 5 years commencing from FY 2021-22 as follows:

a) Directors, including Managing Director, Whole Time Director, Manager, if any, from 11% to 17%;

b) Any one or more Managing Directors or Whole-Time Directors of the Company from 5% or 10% to 8% or 15% respectively;

c) Non-executive Directors of the Company in any financial year from 1 % to 2%.

1. To consider and approve continuation in appointment of Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121) as an Independent Director of the Company on attaining the age of 75 years.

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 August 26, 2021, 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.kfintech.com

Request you to take note of the same.

Thanking you.

Yours faithfully,

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

KPITTECHNOLOGIES LI MITED Date of the AGM/EGM 25-08-2021 Total number of shareholders on record date 157465 No. of shareholders present in the meeting either in person or through proxy: Promoters and Promoter Group: Not Applicable Public: Not Applicable No. of Shareholders attended the meeting through Video Conferencin11: Promoters and Promoter Group: 19 Public: 93

Public:			93	93	93	93	93	93	93	93	93	93
Resolution No. Resolution required: (O Whether promoter/ pr interested in the agend Category Promoter and Promote Public- Institutions Public- Non Institution			1
	rdinary/ Special) omoter group are a/resolution? r Group s		ORDINARY - To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021, together with the reports of the Auditors and the report of the Board of Directors thereon. No
			Mode of Voting E-Voting	No. of shares No. of votes % of Votes PolledNo. of Votes -in held (1) polled (2) on outstanding favour (4) shares (3)=[(2)/(1)]* 10 110,052,171 110,048,891 99.9970 110,048,891 3,280 0.030 3,280 0 0.0 0 110,052,171 100.0 0 110,052,171 93,917,329 59,506,798 63.3608 59,494,173 0 0.0 0 0 0.0000 0	No. of votes % of Votes PolledNo. of Votes -in polled (2) on outstanding favour (4) shares (3)=[(2)/(1)]* 10 110,048,891 99.9970 110,048,891 3,280 0.030 3,280		No. of Votes - against (5) 0 0	% of Votes in favour on votes polled (6)=[(4)/(2)]*100 10.000 100.0	0	%of Votes against on votes polled (7)=[(5)/(2)1*10 0.00	Votes Invalid	Votes Abstained 0 0
			Poll							**0.0 **		0 0
			Postal Ballot (if applicable) Total E-Voting			0.0 0 100.0 0 110,052,171 63.3608 59,494,173	0 0 12,625	0.0 100.000 99.978	0 0 7	0.0 0.00 0.0212		0 0 0 0 0 1,066,555
			Poll			0.0 0	0	0.000	0	**0.0 **		0 0
			Postal Ballot (if applicable)			0.0000 0	0	0.000	0	0.000		0 0
			Total 59,506,798 E-Voting 70,174,308 1,652,402 Poll 1,946,347 Postal Ballot (if 0 applicable)			63.3608 59,494,173 12,625 2.3547 1,651,931 471		99.978 99.971	8 4	0.0212 0.0285		0 1066555
												0 8,277,101
						2.7736 1,946,347 0		**10.0 **	0	0.00		0 **15,0 **
						0.0 0 0		0.0		0.0		0 0
			Total 3,598,749 Total .. ; 274,143,808 173,157,718			5.1283 3,598,278 471 63.1631 173,144,622 13,06		99.9869 99.9924		0.0131 0.076		0 8292101 0 9358656

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	KPIT TECHNOLOGIES LIMITED	KPIT TECHNOLOGIES LIMITED
Date of the AGM/EGM Total number of shareholders on record date		25-08-2021 157465
No. of shareholders present in the meeting either in person or through prox: Promoter and Promoter Group: Public:		Not Applicable Not Applicable
No. of Shareholder attended the meeting through Video Conferencing Promoters and Promoter Group:
	19
Public:	93

Resolution No.	2	2	2	2	2	2	2	2	2	2
Resolution required:(Ordinary/ Special)	ORDINARY - To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2021, together with the reports of the Auditors thereon. No
Whether promoter/ promoter group are **interested in the agenda/resolution? **
Category	Mode of Voting	No. of shares No. of votes held (1) polled (2)		% of Votes PolledNo. of Votes-in on outstanding favour (4) shares (3)=[(2)/(1)]* 10		No. of Votes - % of Votes in against (5) favour on votes polled (6)=[(4)/(2)]*10		%of Votes against on votes polled (7)=[(5)/(2)]*10	Votes Invalid	Votes Abstained
Promoter and Promoter Group	E-Voting					0 100.000	0	**0.0 0 **	0	0
	Poll					0 10.0 0 0.000	0	0.0 **0.0 **	0 0	0 0
	Total 110,052,171 100.0000 110,052,171					0 **100.0 **	0	**0.0 **	0	0
Public- Institutions Public- Non Institutions ,,�- !,-	E-Voting 93,917,329 59,506,798 63.3608 Poll 0 0.0000 Postal Ballot (if 0 0.0000 applicable)				59,494,173	12,625 99.978	7	0.0212	0	1,066,555
			0 0.0000		0	0 **0.00 **		0.0	0	0 0
			0 0.0000		0	0 0.0000		0.00	0
	Total 59,506,798 E-Voting 70,174,308 1,652,402 Poll 1,946,347 Postal Ballot (if 0 applicable)			63.3608 2.3547	59,494,173 1,651,921	12,625 99.9788 481 99.9708		0.0212 0.0291	0 0	1066555 8,277,101
			1,946,347	2.7736	1,946,347	0 **10.0 **		**0.0 **	0	15,00
			0	0.0000	0	0 0.0000		0.0000	0	0
	Total Total : 274 143 80		3,598.749 8; ,173 157,718	5.1283 3,598,268 63.1631 173,144 612		481 99.9866 0.0134 ·. 13,106 99.9924 0.076			0 0	8292101 9358656

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Date of the AGM/EGM Total number of shareholder on record date No. of shareholders present in the meeting either in peron or through prox: Promoter and Promoter Group: Public: No. of Shareholder attended the meeting through Video Conferencing Promoter and Promoter Group: Public:	KPIT TECHNOLOGIES LIMITED 25-08-2021	KPIT TECHNOLOGIES LIMITED 25-08-2021
		157465
		Not Applicable Not Applicable
		**19 **
		93

Promoter and Promoter Group: Public:	19 93	19 93	19 93	19 93	19 93	19 93	19 93	19 93	19 93	19 93
Resolution No. Resolution required: (Ordinar/ Special) Whether promoter/ promoter group are interested in the agenda/resolution? Categor Promoter and Promoter Group	3 ORDINARY - To declare final dividend for the financial year ended March 31, 2021 No
	Mode of Voting E-Voting	No. of votes polled (2) 110,08,891	% of Votes Polled on outstanding shares (3)=[(2)/(1)1* 10 99.9970	No. of Votes - in favour (4) 110,048,891		No. of Votes - % of Votes in against (5) favour on votes polled (6)=[(4)/(2)]*100 0 100.0000		%of Votes against on votes polled (7)=[(5)/(2)1*100 0.00	Votes Invalid 0	Votes Abstained 0
	Poll	3,280	0.030	3,280		0 10.0		**0.0 **	0	0
		0 110,052,171	0.00 0 0 0.0000 100.00 110,052,171 0 **100.0 0 **					0.00 **0.0 **	0 0	0 0
Public- Institutions	E-Votini 93,917,329 60,573,353 64.4965 60,573,353 0 10.0 Poll 0 0.00 0 0 0.00 Postal Ballot (if 0 0.0 0 0 0.000 applicable) Total 60,573,353 64.4965 60,573,353 0 100.0 E-Votine 70,174,308 9,929,036 14.1491 9,928,545 491 99.9950 Poll 1,946,347 2.7736 1,946,347 0 100.0 Postal Ballot (if 0 0.0 0 0 0.00 applicable) Total 11,875,383 16.9227 11,874,892 491 99.9959	60,573,353	64.4965 60,573,353 0 10.0					0.0	0	0
		0	0.00 0 0 **0.00 **					**0.0 **	0	0
		0	0.0 0 0 0.000					**0.00 **	0	0
		60,573,353 9,929,036	64.4965 60,573,353 0 14.1491 9,928,545 491				100.0 99.9950	0.0 0.049	0 0	~~"o ~~ 437
Public- Non Institutions
		1,946,347	2.7736 1,946,347 0				**100.0 **	**0.0 **	0	**15,0 **
					0 0		**0.00 **	0.0	0	0
							99.9959	0.0041	0	15437
	Total 274,143,808 182,50,907 66.5712' 182,50,416 **491 **						99.9997	**0.03 **	0	''; ; 15437

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	KPIT TECHNOLOGIES LIMITED
Date of the AGM/EGM	25-08-2021
Total number of shareholders on record date No. of shareholders present in the meeting either in person or through prox: Promoter and Promoter Group:	157465
	Not Applicable
Public:	Not Applicable
No. of Shareholder atended the meetin through Video Conferencing Promoter and Promoter Group:	19
Public:	93

Promoter and Promoter Group: Public:	19 93	19 93	19 93	19 93	19 93	19 93	19 93	19 93	19 93
Resolution No.	4
Resolution required: (Ordinary/ Special) Whether promoter/ promoter group are interested in the agenda/resolution?	ORDINARY - To appoint a Director inplace of Mr. Sachin Tikekar(DIN 02918460), who retires by rotation and being eligible, offers himself for re-appointment.
	No
Category Promoter and Promoter Group	Mode of Voting No. of shares No. of votes held (1) polled (2)		% of Votes Polled on outstanding shares (3)=[(2)/(1)1' 100	No. of Votes - in favour (4)	No. of Votes - %of Votes in against (5) favour on votes polled (6)=[(4)/(2)]*100		% of Votes against on votes polled (7)=[(5)/(2)]*100	Votes Invalid	Votes Abstained
	E-Voting 110,052,171 109,208,091 Poll 3,280 Postal Ballot (if 0 applicable)		99.2330	109,208,091	0 100.0000		0.0	0	840,80
		3,280	0.0030	3,280	0 **10.0 **		**0.000 **	0	0
		0	0.0000	0	0 0.0000		0.0	0	0
	Total	109,211,371	99.2360	109,211,371	0 100.0000		0.00	0	840800
Public- Institutions	E-Voting 93,917,329 60,573,353 Poll 0 Postal Ballot (if 0 applicable) Total 60,573,353		64.4965	59,278,614	1,294,739 97.8625		2.1374	0	0
			0.0000	0	0 **0.000 **		**0.000 **	0	0
			0.0000 64.4965	0 59,278,614	0 0.0000 1,294,739 97.8625		0.000 2.1375	0 0	0 0
Public- Non Institutions :	E-Voting 70,174,308 9,928,674 Poll 1,946,347 Postal Ballot (if 0 applicable)		14.1486	9,926,495	2,179 99.9780		0.0219	0	799
			2.7736	1,946,347	0 10.0000		**0.000 **	0	**15,0 **
			0.0000	0	0 **0.0 0 **		0.000	0 0
	Total Total 274,143 80	11,875,021 **8 ,,, <, 181,659,745 **	16.9222 66.264	11,872,842 ; ":, 180,362 827	2,179 1,296,918	99.9817 99.2861	0.0183 0.7139	0 15799 0 856599

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Date of the AGM/EGM Total number of shareholders on record date No. of shareholders presentin the meeting eitherin person or through prox: Promoters and Promoter Group: Public: No. of Shareholders atended the meeting through Video Conferencing Promoters and Promoter Group: Public:	KPIT TECHNOLOGIES LIMITED 25-08-2021
	157465
	Not Applicable
	Not Applicable
	19
	93

Resolution No. Resolution required: (Ordinary/ Special) Whether promoter/ promoter group are interested in the agenda/resolution? Category Promoter and Promoter Group Public- Institutions	5 SPECIAL - To approve the increase in	5 SPECIAL - To approve the increase in
			overall maximum managerial remuneration limitpayable under theprovisions of Section 197 of the Companies Act, 2013 Regulation 17(6) of SEBI
	No
	Mode of Voting E-Voting	No. of shares held (1)	No. of votes polled (2)	% of Votes Polled on outstanding shares (3)=[(2)/(1)]* 100	No. of Votes-in favour (4)	No. of Votes- against (5)	% of Votes in % of Votes favour on votes against on votes polled polled (6)=[(4)/(2)]100(7)=[(5)/(2)]100	Votes Invalid	Votes Abstained
				84.4895	92,982,510	0	100.0 0 0.0 0 0		17,066,381
	Poll			0.0000	0	0	0.0000 0.0000 0		3,280
				0.0 84.4895 62.307	0 0 92,982,510 0 46,025,222 12,485,932		0.000 0.0000 0 100.0 0 0.0000 0 78.6605 21.3394 0		0 17069661 2,062,199
				0.0000	0 0		0.0000 0.0000 0		0
				0.0000 62.3007 2.3481	0 0 46,025,222 12,485,932 1,638,585 9,213		0.0000 0.0000 0 0 78.6606 21.3394 0 2062199 99.4408 0.5591 0 8,281,675
Public- Non Institutions
					1,928,828 17,519 99.0999 0.9000 0 15,000
					0 0 0.0000 0.0000 0 0 3,567,413 26,732 99.2562 0.7438 0 8296675 '142,575,145 12,512,664 91.9319 8.0681 .• 0 274l8S35
�

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					KPIT TECHNOLOGIES		LIMITED
	Date of the AGM/EGM			25-08-2021
	Total number ofshareholders on record date			157465
	**No. of shareholderspresent in the meeting either inperon or through proxy: **
	**Promoters and PromoterGroup: **			Not	Applicable
	Public:			Not	Applicable
	No. of Shareholders attended the meeting through Video Conferencing
	**Promoter and PromoterGroup: **			**19 **
	Public:			93
	Resolution No.	6
	Resolution required: (Ordinary/ Special)	SPECIAL - To approve the continuation of			Directorship of Prof. Alberto Luigi Sangiovanni
	Whether promoter/ promoter group are	No
	interested in the agenda/resolution?
	Category	Mode of Voting	No. of shares	No.	of votes	% of Votes Polled	No. of Votes - in	No. of Votes -	%of Votes in	% of Votes	Votes Invalid		Votes Abstained
			held (1)	polled (2)		on outstanding	favour (4)	against (5)	favour on votes	against on votes
						shares			polled	polled
						(3)=[(2)/(1))* 100			{6)=[(4)/(2))*100	(7)=[(5)/(2)]*100
	Promoter and Promoter Group	E-Voting Poll	110,052,171		110,048,891 3,280	99.9970 **0.030 **	110,08,891 3,280	0 0	10.0 **100.00 **	0.0 **0.0 0 **		0 0	0 0
		Postal Ballot (if			0	**0.0 0 **	0	0	0.0000	0.0000		0	0
		**applicable) **
	Public- Institutions	Total E-Voting	93,917,329		110,052,171 60,573,353	10.0 64.4965	110,052,171 59,266,563	0 **1,306,790 **	10.0 97.8426	0.00 2.1573		0 0	0 0
		Poll Postal Ballot (if			0 0	0.0000 0.0000	0 0	0 0	0.0000 0.000	0.000 0.0000		0 0	0 0
		**applicable) **
		Total			60,573,353	64.4965	59,266,563	1,306,790	97.8426	2.1574		0	0
	Public- Non Institutions	E-Voting	70,174,308		9,928,678	14.1486	9,922,195	**6,483 **	99.9347	0.0652		0	814
		Poll			1,946,347	**2.7736 **	1,946,104	243	99.9875	0.0124		0	15,000
		Postal Ballot (if			0	**0.00 **	0	0	**0.00 **	**0.00 **		0	0
		applicable)
		Total			11,875,025	16.9222	11,868,299	6,726	99.9434	0.0566		0	15814
	•, o C	Tout	274143,808		182,500,549	66.5711	**181,187,033 **	1,313,516	99.2803	0.7197	<	0	15814

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

J. IJ. c'!m : sf::eta(�

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

- Consolidated Report of Scrutinizer on e voting Process - - [Remote e voting and e voting conducted at the Fourth Annual General Meeting (AGM) held - " " through Video Conferencing/Other Audio Visual Means ( VC/OAVM ) facility.]

[Pursuant to Section 108 of the Companies Act 2013 read with Companies (Management and Administration) Rules, 2014; further read with General Circular Nos. 14/2020, 17/2020, 20/2020, 33/2020, 39/2020 and 02/2021 dated April 8, 2020, April 13, 2020, May 5, 2020, September 28, 2020, December 31, 2020 and January 13, 2021, respectively, and all other relevant circulars issued by the Ministry of Corporate Affairs from time to time (collectively referred to as "the MCA Circulars") and Circular Nos. SEBI/HO/CFD/CMDl/CIR/P/2020/79 and SEBI/HO/CFD/CMD2/CIR/P/ 2021/11 dated May 12, 2020 and January 15, 2021, respectively issued by the Securities and Exchange Board of India (collectively referred to as "the SEBI Circulars") and in compliance with the provisions of the Companies Act, 2013 {he Act"} and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 {"the SEBI (LODR) Regulations, 2015"}.j

August 26, 2021

To Ms. Nida Deshpande Company Secretary KPIT Technologies 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 Fourth AGM held through VC/OAVM facility, conducted pursuant to the provisions of Section 108 of the Act read with Companies (Management and Administration) Rules, 2014 further read with the MCA Circulars and the SEBI Circulars and in compliance with the provisions of the Act and the SEBI (LODR) Regulations, 201S.

The Board of Directors of KPIT Technologies Limited ('the Company') has vide resolution passed on July 23, 2021 decided to provide to the members of the Company, facility to exercise their voting

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Page 1 of 8

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J. 1. 1le & Co
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Company Secretaries

right on the resolutions as set out in the notice of Fourth Annual General Meeting ('AGM') held on August 25, 2021 by way of Voting through electronic 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 Number 3068 has been appointed as the Scrutinizer by the Board of Directors of the Company vide resolution passed on April 28, 2021 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-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 Fourth Annual General Meeting of the Company held on August 25, 2021 and stated hereinbelow:

Ordinary Business:

1. To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021, 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, 2021, together with the reports of the Auditors thereon (Ordinary Resolution).

3. To declare final dividend for the financial year ended March 31, 2021 (Ordinary Resolution). 4. To appoint a director in place of Mr. Sachin Tikekar (DIN: 02918460), who retires by rotation and being eligible, offers himself for re-appointment (Ordinary Resolution).

Special Business:

1. To consider and approve the increase in remuneration limit as per Section 197 of Companies Act, 2013 and Regulation 17 (6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of 5 years commencing from FY 2021-22 as follows: (Special Resolution)

a) Directors, including Managing Director, Whole Time Director, Manager, if any, from 11% to 17%;

b) Any one or more Managing Directors or Whole-Time Directors of the Company from 5% or 10% to 8% or 15% respectively;

c) Non-executive Directors of the Company in any financial year from 1 % to 2%.

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Company Secretaries

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J. /. /fe & Co
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1. To consider and approve continuation in appointment of Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121) as an Independent Director of the Company on attaining the age of 75 years (Special Resolution).

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 "against" the above resolutions, 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.

The Notice of AGM dated July 23, 2021, convening the Fourth Annual General Meeting of the Company to be held through Video Conference / Other Audio Visual Means ("VC/OAVM"), on Wednesday, August 25, 2021 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 18, 2021 were entitled to vote on the above-mentioned resolutions proposed as set out in the Notice of Fourth Annual General Meeting.

In this regard, I submit my report as under:

1. The E-voting period remained open from Friday, August 20, 2021 (1:00 p.m. 1ST) and ended on Tuesday, August 24, 2021 (5:00 p.m. 1ST)

2. After the conclusion of AGM on August 25, 2021, 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 (who are not in the employment of the Company) from the e-voting website of KFin (https://evoting.kfintech.com).

4. The details 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. kfintech .com).

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

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J. I. /fe & Co Company Secretaries

Resolution No. 1 (Ordinary Resolution)

To receive, consider and adopt the Audited Financial Statements for the financial year ended March 31, 2021, 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 564 173144622 99.9924 Voted against the resolution: Number of Members who Number of votes cast Percentage to total votes cast their votes cast 5 13096 0.0076

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 10 9358656

Resolution No. 2 (Ordinary Resolution)

To receive, consider and adopt the Audited Consolidated Financial Statements for the financial year ended March 31, 2021, together with the reports of the Auditors thereon.

Voted in Favour of the Resolution:

Number of Members who cast their votes	Number of votes cast	Percentage to total votes cast
563	173144612	99.9924
Voted against the resolution:
Number of Members whoNumber of votes cast cast their votes		Percentage to total votes cast
5	13106	0.0076

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J. I. Ile & Co Company Secretaries

Invalid Votes:

Invalid Votes:
Number of Members whose votes were declared invalid	Numberof invalidvotes cast by them
0	0
Abstain Votes:
Total Number of members Number of Abstained Vote present and abstained from voting
10 9358656

Resolution No. 3 (Ordinary Resolution)

To declare final dividend for the financial year ended March 31, 2021.

Voted in Favour of the Resolution:

Number of Members who cast their votes	Number of Members who cast their votes	Number of votes cast	Percentage to total votes cast
568		182500416	99.9997
Voted against the resolution:
Number of Members who cast their votes		Number of votes cast	Percentage to total votes cast
4		491	0.0003
Invalid Votes:
Number of Members whose Numberofinvalidvotes votes were declared invalid cast by them
0 0

Abstain Votes:

Abstain Votes:	Abstain Votes:
Total Number of membersNumber of Abstained Vote present and abstained from voting
6	15437

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I. I he & Co J. Company Secretaries

Resolution No. 4. (Ordinary Resolution)

To appoint a director in place of Mr. Sachin Tikekar (DIN: 02918460), who retires by rotation and being eligible, offers himself for re-appointment.

Voted in Favour of the Resolution:

Number of Members who cast their votes	Number of votes cast	Number of votes cast	Percentage to total votes cast
542	180362827		99.2861
Voted against the resolution:
Number of Members whoNumber of votes cast cast their votes			Percentage to total votes cast
25 1296918			0.7139
Invalid Votes: Number of Members whoseNumberofinvalidvotes votes were declared invalid cast by them 0 0 Abstain Votes: Total Number of membersNumber of Abstained Vote present and abstained from voting 12 856599
Total Number of members present and abstained from voting		Number of Abstained Vote
12		856599

Resolution No. 5 (Special Resolution)

To consider and approve the increase in remuneration limit as per Section 197 of Companies Act, 2013 and Regulation 17 (6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of 5 years commencing from FY 2021-22.

Voted in Favour of the Resolution:

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Number of Members who Number of votes cast Percentage to total votes
cast their votes cast
486 142575145 91.9319
Voted against the resolution:
Number of Members who Number of votes cast Percentage to total votes
cast their votes cast
69 12512664 8.0681
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J. I. I le & Co Company Secretaries

Invalid Votes:

Invalid Votes:
Number of Members whose votes were declared invalid		Numberofinvalidvotes cast by them
0		0
Abstain Votes:
Total Number of members present and abstained from voting 27		Number of Abstained Vote 27428535

Resolution No. 6 (Special Resolution)

To consider and approve continuation in appointment of Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121) as an Independent Director of the Company on attaining the age of 75 years.

Voted in Favour of the Resolution:

Number of Members whoNumber of votes cast cast their votes	Percentage to total votes cast
527 181187033	99.2803

Voted against the resolution:

Number of Members who cast their votes	Number of votes cast	Percentage to total votes cast
40	1313516	0.7197

Invalid Votes:

Number of Members whose votes were declared invalid		Numberofinvalidvotes cast by them
0		0
Abstain Votes:
Total Number of members present and abstained from voting 12		Number of Abstained Vote
		15814

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. Ihe & e 0 J. I 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 Fourth Annual General Meeting and the same will be handed over to the Company Secretary thereafter.

Result:

All the six resolutions put to vote have secured requisite majority of votes as under-

• a. Resolution number 1 to 4 have been passed as Ordinary Resolutions. b. Resolution number 5 and 6 have been passed as Special Resolutions.

The Chairman of the 4th Annual General Meeting or Company Secretary of the Company may accordingly declare the result of voting.

Thanking You, Yours faithfully, For J. B. Bhave & Co. Jayavant B Bhave <F:P ~~Company Secretary in~~ Whole-time Practice FCS 4266 CP 3068 UDIN: F004266C000834205 P.R No.: 1238/2021 Scrutinizer appointed by the Board of Directors for the

Counter-signed by: For KPIT Technologies Limited

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Nida Deshpande Company Secretary F6247

Voting process for 4[th ] AGM of the Company

Date: August 26, 2021

Place: Pune

The Scrutinizer unblocked the votes from the e-voting system of KFin in our presence at 12:35 PM on Wednesday, August 25, 2021.

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Ruchita Deshpande Witness

Keyuri Meghani Witness

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