KPIT Technologies Ltd — Regulatory Filings 2021

Jul 27, 2021

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July 27, 2021

BSE Limited National Stock Exchange of India Ltd., Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, G Block, Dalal Street, Bandra - Kurla Complex, Bandra (E), Mumbai - 400001. Mumbai – 400051. Scrip ID: KPITTECH Symbol: KPITTECH Scrip Code: 542651 Series: EQ Kind Attn: The Manager, Kind Attn: The Manager, Department of Corporate Services Listing Department

• Subject: Disclosure of events & information pursuant to Regulation 30 – Approval for incorporation of a new Company with Promoters of PathPartner Technology Private Limited.

Dear Sir / Madam,

We wish to inform you that, in accordance with Regulation 30 read with Part A of Schedule III of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, ("SEBI Regulations") Board of Directors of the Company, at its meeting has approved the following:

As announced by us on June 21, 2021, the Board of Directors have approved the investment for a staggered purchase of 100% equity of PathPartner Technology Private Limited (“PathPartner”). PathPartner has a small business (~ 3%) related to hardwarebased products. In line with our strategy to focus only on software-led business, this hardware led business is to be divested into a new company (“NewCo”) before KPIT investment into controlling stake of PathPartner, services business. The NewCo business is related to camera and radar based, vehicle occupant monitoring and related safety regulations. This business can help KPIT accelerate the existing services business and quicken delivery of large engagements. With this view in mind, KPIT proposes to invest ₹ 9 million for a non-controlling 30% equity stake in the NewCo. This will help KPIT access the required NewCo business for its services business, as required.

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 details as required under SEBI Regulations, read with SEBI Circular dated September 9, 2015 are given in Annexure A to this letter.

Kindly take the same on your records.

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

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		Annexure A
Sr. No.	Details	Response
a.	Name of the target entity, details in brief such as size, turnover etc.	Name:PathPartner Interior Sensing Private Limited, or any other names as may be approved by Ministry of Corporate Affairs (“NewCo”). Proposed Authorised Capital: Rs. 5,00,00,000 (Rupees five crores only) Proposed Paid up Capital: Rs. 3,00,00,000(Rupees three crores only)
b.	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arms length”	The New company once incorporated, will not be a related party of the Company. The Promoter/ promoter group/ group companies are not interested in the transaction. None of the KPIT directors have any interest in PathPartner. However, KPIT will nominate its representative as Nominee Director of KPIT in NewCo.
c.	Industry to which the entity being acquired belongs	Product Engineering Technologies primarily for Automotive industry.
d.	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	The NewCo to be incorporated in July/August 2021 in India and shall carry out business in the field of Product Engineering Technologies primarily for Automotive industry.
e.	Brief details of any governmental or regulatory approvals required for the acquisition	--N.A.--

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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f.	Indicative time period for	--N.A.--
	completion of the acquisition
g.	Nature of consideration -	30% subscription to the paid-up share capital in
	whether cash consideration or	cash.
	share swap and details of the
	same
h.	Cost of acquisition or the price at	Maximum investment of Rs. 90,00,000 towards
	which the shares are acquired	30% subscription to the paid-up share capital.
i.	Percentage of shareholding /	30% of total paid-up share capital of NewCo.
	control acquired and / or number
	of shares acquired
j.	Brief background about the entity	--N.A.--
	acquired in terms of
	products/line of business
	acquired, date of incorporation,
	history of last 3 years turnover,
	country in which the acquired
	entity has presence and any
	other significant information (in
	brief)

KPIT Technologies Limited

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

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