KPIT Technologies Ltd — Regulatory Filings 2023

May 16, 2023

May 16, 2023

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: Annual Secretarial Compliance Report for year ended March 31, 2023 under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Dear Sir/Madam,

In compliance with Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019, please find enclosed, the Annual Secretarial Compliance report for the year ended March 31, 2023, issued by Dr. K. R. Chandratre, Practicing Company Secretary, Secretarial Auditor of the Company.

Kindly take the same on your records and further dissemination.

Thanking you,

Yours faithfully,

For KPIT Technologies Limited

DESHPANDE NIDA YUNUS Digitally signed by DESHPANDE NIDA YUNUS Date: 2023.05.16 17:59:53 +05'30'

Nida Deshpande Company Secretary & Compliance Officer

Encl: as above

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

CS DR. K. R. CHANDRATRE

FCS, M Com, LL 8, Ph D

Practicing Company Secretary

'Purtata', 15 Milan Coop. Housing Society, Mayur Colony, Kothrud, Pune 411038 Telephones- Office: 9307670759. Personal Mobile: 9881235586 Email- krchandratre@gmail.com; krchandratreoffice@gmail.com Website: www.drkrchandratre.net

Secretarial compliance report of KPIT Technologies Limited for the year ended 31 March, 2023.

I have examined:

• (a) all the documents and records made available to us and explanation provided by KPIT Technologies Limited ("the listed entity"),
• (b) the filings/ submissions made by the listed entity to the stock exchanges,
• (c) website of the listed entity,
• (d) any other document/ filing, as may be relevant, which has been relied upon to make this certification,

for the year ended 31 March, 2023 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, I 992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

Tpe specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

• (a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
• (b): Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Listed Entity during the Review Period);
• (c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
• (d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to the Listed Entity during the Review Period);
• (e) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

..

• (f) Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (Not applicable to the Listed Entity during the Review Period);
• (g) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 20 I 5;
• (h) other regulations as applicable (Not applicable to the Listed Entity during the Review Period) and
• (i) clause 6(A) and 6(8) of the circular No. CIR/CFD/CMDl / 114/2019 dated October 18, 2019 issued by the Securities and Exchange Board of India on "Resignation of statutory auditors from listed entities and their material subsidiaries";

and based on the above examination, 1 hereby report that, during the Review Period:

In respect of following matters, the Listed entity has complied with as specified below:

Sr. No.	Particulars	Compliance Status (Yes/No/NA)	Observations / Remarks by PCS*
I	Secretarial Standard The comgliances of the listed entiD'. are in accordance with the agglicable Secretarial Standards (SS) issued by the Institute of Comgany Secretaries oflndia (ICSI).	Yes	Nil
2 '	Adogtion and timely ugdation of the Policies: • All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entity. • All the policies are in conformity with SEBI Regulations and has been reviewed and timely updated as per the regulations/circulars/guidelines issued by SEBI	Yes	Nil
3	Maintenance and disclosures on Website: • The Listed entity is maintaining a functional website. • Timely dissemination of the documents/ information under a separate section on the website • Web-links provided in annual corporate governance reports under Regulation 27(2) are	Yes	Nil

..

	accurate and specific which re-directs to the relevant document(s)/ section of the website
4	Disqualification of Director: None of the Directors of the Listed entity is disqualified under Section I 64 of Companies Act, 2013	Yes	Nil
5	To examine details related to Subsidiaries of listed entity: Identification of material subsidiary companies a) b) Requirements with respect to disclosure of material as well as other subsidiaries	Yes	Nil
6	Preservation of Documents: The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under SEBI LODR Re1wlations, 2015	Yes	Nil
7	Performance Evaluation: The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees in the financial year as prescribed in SEBI Re1wlations	Yes	Nil
8 I '	Related Part:r Transactions: The listed entity has obtained prior approval of a) Audit Committee for all Related party transactions. In case no prior approval obtained, the listed b) : entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit committee	Yes	Nil
9	Disclosure of events or information: The listed entity has provided all the required disclosure(s) under Regulation 30 alongwith Schedule III of SEBI LODR Regulations, 2015 within the time limits prescribed thereunder.	Yes	Nil

10	Prohibition of Insider Trading:	Yes	Nil
	The listed entity is in compliance with Regulation 3(5) and 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015
11	Actions taken by SEBI or Stock Exchange(s). if any:	Yes	Nil
	No Action has been taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder
12	Additional Non-compliances, if any: No additional non-compliance observed for all SEBI regulations/circulars/guidance notes, etc.	Yes	Nil

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr. No.	Complian ce Requirem ent (Regulatio ns /circulars /guideline s ' including ' Specific clause)	Regula ti on I Circular No.	Deviati ons	Acti on Tak en by	Type of Action (Advisory /Clarifica tion /Fine /Show Cause Notice /Warning , etc.)	Details of Viola ti on	Fine Amou nt	Observati ons/Rema rks of the Practicing Company Secretary	Manage ment Response	Rema rks
	:				NA

(b) The Listed entity has taken the fo llowing actions to comply with the observations made in the previous reports:

Sr. No.	Complianc e Requireme nt (Regulation s /circulars /guidelines including	Regulati on I Circular No.	Devia tions	Actio n Take n by	Type of Action (Advisory /Clarificati on /Fine /Show Cause Notice	Details of Viola ti on	Fine Amou nt	Observat ions/Re marks of the Practicin g Compan y	Manag ement Respon se	Remar ks	·~
------------	----------------------------------------------------------------------------------------------	-------------------------------------	----------------	----------------------------	----------------------------------------------------------------------------------------	---------------------------------	--------------------	-------------------------------------------------------------------------	--------------------------------	-------------	----

Specific clause)	/Warning, etc.)	Secretar
	NA

Dr. K. R. Chandratı

FCS No.: 1370, C. P. No.: 5144
Unique Identification No.: F001370E000196081

Peer Review Certificate No.: 1206/2021

Place: Pune Date: 26 April 2023