KPIT Technologies Ltd — Regulatory Filings 2021

Aug 25, 2021

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August 25, 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: - Outcome of the 4[th] Annual General Meeting (‘AGM’) of KPIT Technologies Limited (‘the Company’)

Reference: - Regulations 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 business as stated in the Notice convening AGM.

In this regard, please find enclosed summary of the proceedings of the AGM as required under Regulation 30 read with Part A of Schedule - III of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (‘Listing Regulations’).

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

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Summary of proceedings of the 4[th] Annual General Meeting (“AGM”)

The 4[th] Annual General Meeting ('AGM' / 'Meeting') of KPIT Technologies Limited ('the Company') was held on Wednesday, August 25, 2021 at 10.30 a.m. (IST) through Video Conferencing and Other Audio Visual Means (“VC/OAVM”). The meeting was held in compliance with the General Circular numbers 20/2020, 14/2020, 17/2020 & 02/2021 issued by the Ministry of Corporate Affairs (MCA) and Circular numbers SEBI/HO/CFD/CMD1/CIR/P/2020/79 & SEBI/HO/CFD/CMD2/CIR/P/2021/11 issued by the Securities and Exchange Board of India (‘SEBI’) and as per the applicable provisions of the Companies Act, 2013 and the Rules made thereunder.

Mr. S. B. (Ravi) Pandit chaired the Meeting and welcomed all Shareholders, Auditors and other invitees joining over VC/OAVM. He introduced all the Directors and the Key Managerial Personnel of the Company present for the AGM. The Chairman declared that the Chairman of the Audit Committee, Chairman of the Nomination & Remuneration (HR) Committee, Chairman of the Stakeholders' Relationship Committee, the Statutory Auditors and Representative of Secretarial Auditors were present at the meeting.

112 Members attended the AGM through VC/OAVM. As the requisite quorum was present, the Chairman called the Meeting to order. Ms. Nida Deshpande, Company Secretary informed that, as the AGM was held through VC / OAVM, requirements of physical attendance of Members and appointment of proxies by the Members for the AGM have been dispensed with. It was also informed that, the statutory registers, reports & documents as required under the Companies Act, 2013, were kept open for inspection electronically during the meeting.

Mr. S. B. (Ravi) Pandit, Chairman and Mr. Kishor Patil, CEO & Managing Director of the Company apprised the Shareholders on the Changing Industry Dynamics, KPIT Vision, KPIT Social Responsibility, Shareholder Value Creation, KPIT Mission, the Year Gone By and the Way Forward.

With permission of the Members, Notice, Board’s Report, the Audited Financial Statements and Audited Consolidated Financial Statements for the financial year 2020-21 were taken as read. The Chairman further informed that the Reports from the Statutory Auditors and the Secretarial Auditor did not contain any qualification, reservation or adverse remark and with permission of the Members, were taken as read.

Before opening floor for questions and answers, the Chairman gave a quick overview about all resolutions including special resolutions proposed in the AGM notice. Then he opened the floor for questions from registered speakers followed by clarifications/answers from him. Thereafter, as per Notice of AGM, all the resolutions were taken up by Chairman, except for Resolution No. 5 as mentioned below, which was taken up by Ms. Priyamvada Hardikar, Chief Financial Officer of the Company.

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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The following business items were transacted at the Meeting :-

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.

Special Resolutions:

1. To approve the increase in overall maximum managerial remuneration limit payable under the provisions of Section 197 of the Companies Act, 2013 & Regulation 17 (6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, in any financial year, to:

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

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

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

5. To approve the continuation of Directorship of Prof. Alberto Luigi Sangiovanni Vincentelli (DIN: 05260121) as an Independent Director, on attaining the age of 75 years.

The Chairman informed that, the Company had provided to the Members the facility to cast their votes electronically, on all the resolutions set forth in the Notice. Members who were present at the AGM through VC/OAVM and had not cast their votes through remote e-voting, were provided an opportunity to cast their votes through Insta Poll during the AGM. It was also informed that, Mr. Jayavant Bhave, Proprietor, J. B. Bhave & Co., Practicing Company Secretaries, was appointed as the Scrutinizer to scrutinize the votes cast through the remote e-voting & Insta Poll on all the resolutions as set out in the Notice of AGM and submit a report thereon.

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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The Chairman authorized the Company Secretary to receive the Consolidated Scrutinizers Reports. He further informed that these reports along with the voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be uploaded within 48 hours from the closure of the meeting and on submission of the same by Scrutinizer, on the website of the Company, Stock exchanges where securities of the Company are listed and KFin Technologies Private Limited, Registrar & Share Transfer Agent of the Company.

The Chairman thanked all the participants for joining the AGM. The Insta Poll was kept open for 15 minutes for members present at the AGM to vote, who had not cast their vote by remote e-voting. Thereafter, the Meeting concluded at 12.20 P.M. IST after the conclusion of 15 minutes provided for Insta Poll at the Meeting.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited

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Nida Deshpande

Company Secretary & Compliance Officer

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