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KPIT Technologies Ltd Regulatory Filings 2024
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Regulatory Filings
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KP 11·
October 23, 2024
BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mum bai - 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, Sandra (E), Mumbai - 400051.
Symbol: KPITTECH Series: EQ
Kind Attn: The Manager, Listing Department
Dear Sir / Madam,
Subject: - Outcome of the Board Meeting held on Wednesday, October 23, 2024. Ref:- Disclosure of events & information pursuant to Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Time of Commencement of the Board Meeting: 9.15 am 1ST. Time of Conclusion of the Board Meeting: 12:25 pm 1ST.
We w ish to inform you that the Board of Directors of the Company, at its meeting held today, inter alia, has approved the following: -
A. Un-audited Consolidated Financial Results and Standalone Financial Results for the quarter and half year ended September 30, 2024.
An unqualified opinion has been issued by the Statutory Auditor on said Financial Results.
B. Approval for raising of funds
Approval for raising of funds of upto INR 2,880 c rores (Indian Rupees Two Thousand Eight Hundred and eighty crores) or an equivalent amount thereof, in one or more tranches, by issue of equity shares and/or any other instruments or eligible securit ies representing either equity shares and/or convertible securit ies linked to equity shares or through any other permissible mode or a combination thereof, (hereinafter referred to as "Securities"), by way qualified institutions placement ("QIP"), or any other permissible method in accordance w ith the provisions of the Securit ies and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to t ime, and other applicable law, if any, to such investors that may be permitted to invest in such issuance of securities, as deemed appropriate, subject to approval of the shareholders of the Company and receipt of other regulatory/ statutory approvals at an appropriate' time. The Company w ill be seeking approval of the shareholders for the proposed fund raise by Postal Ballot.
KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192
0 +91 20 6770 6000 E [email protected] w kpit.com
The details as required under Regulation 30 read w ith Schedule Ill of the Listing Regulations read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated Wh July, 2023 are enclosed as "Annexure A".
C. Appointment of Mr. Vijay Keshav Gokhale as an Addit ional & Independent Director, w ith effect from October 23, 2024.
Mr. Gokhale has extensive policy planning and administrative experience. Also, having operated at various levels within the Government, he has a deep understating of governance & processes. His expertise in international geopolitical & geoeconomic aspects aligns w ith the Company's strategic interests.
Brief profile of Mr. Gokhale is as below.
Mr. Gokhale holds a post-graduate degree in history from the University of Delhi. He joined the Indian Foreign Service in 1981 until his retirement from public service in January 2020. Mr. Gokhale served in Indian diplomatic missions in Hongkong, Hanoi, Beijing and New York. He served successively as the Indian Ambassador to Malaysia, Germany and People's Republic of China, he was appointed as the Foreign Secretary to the Government of India.
Since his retirement from public service, Mr. Gokhale teaches at the Symbiosis International University in Pune. He is also Non-resident Senior Fellow at Carnegie India. He has written extensively on matters relating to China. He has authored four books - Tiananmen Square: The Making of a Protest (HarperCollins, May 2021); The Long Game: How the Chinese Negotiate with India (Penguin Randomhouse, July 2021); After Tiananmen: The Rise of China (HarperCollins, September 2022); and Crosswinds: Nehru, Zhou and the Anglo-American Competit ion over China (Penguin Randomhouse, January 2024), The Long Game: How the Chinese Negotiate with India, was awarded the Ramnath Goenka Award for Excellence in Journalism (Non-Fiction books}, 2021. He has also published op-ed pieces in the New York Times, The Berlin Tages Spiegel, Handelsblatt, Foreign Policy, the Australian Strategic Policy Institute, The Hindu, The Indian Express and the Times of India.
Further, Mr. Gokhale has declared that he is not debarred from accessing capital markets and/or restrained from holding any position/office of director in a company pursuant to order of SEBI or any other such authority.
The details of disclosure pursuant to Schedule Il l of the Listing Regulations read with SEBI Circular dated July 13, 2023, are enclosed as "Annexure- B".
D. Approval for the voluntary liquidation & dissolution of Samit Solutions Inc. wholly owned step- down subsidiary ("Samit USA"}, as per applicable laws & provisions of the State of Michigan, USA.
Operations, Employees & Customer contracts of Somit USA has been fully integrated into KPIT Technologies Inc. ("KPIT USA") wholly owned step-down
,c . ' -· .
0 +91 20 6770 6000 E [email protected]
KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ. Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192 w kpit.com
subsidiary, this voluntary liquidation & dissolution w ill further optimize operations of KPIT USA.
Please note that this voluntary liquidation of SOMIT USA will not affect any business & will not have any impact on the financial reporting or operations etc.
The details of disclosure pursuant to Schedule Ill of the Listing Regulations read with SEBI Circular dated July 13, 2023, are enclosed as "Annexure-C".
Un-audited Consolidated Financial Results and Standalone Financial Results for the quarter and half year ended September 30, 2024, along with Limited Review Reports thereon and Investor Update are being sent separately.
Kindly take the same on your records.
Yours faithfully,
For KPIT Technologies Limited
Nida Deshpande Company Secretary & Compliance Office
KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. CIN: L74999PN2018PLC174192
0 +91 20 6770 6000 E [email protected] w kpit.com
KP 11·
Annexure A
| SL | Particulars | Details |
|---|---|---|
| 1 | type of securities proposed to be equity issued shares, (viz. convertibles etc.) |
and/or other Equity shares any or instruments securities eligible representing either equity shares and/or convertible securities linked to equity shares or through any other permissible or combination thereof, mode a in accordance with applicable law, in one or more tranches. |
| 2 | of issuance type (further public offering, rights issue, depository qualified receipts (ADR/GDR), institutions placement, preferential allotment etc.); |
By way qualified institutions placement ("QIP"), or any other permissible method in accordance with the provisions of the Securities and Exchange Board of India of (Issue Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, and other applicable law, if any, to such investors that may be permitted to invest in such of securities, deemed issuance as appropriate, subject to approval of the shareholders of the Company and receipt of other regulatory/ statutory approvals at an appropriate' time. |
| 3 | total number of securities proposed to be issued or the total amount for which the will securities be issued (approximately); |
Upto INR 2,880 crores (Indian Rupees Two Thousand Eight Hundred and eighty crores) as may be decided by the Fund Raising Committee. |
| 4. | in case of preferential issue the entity the listed shall disclose following additional details to the stock exchan~e(s): i. names of the investors; ii. post allotment of securities - outcome of the subscription, issue allotted price (in case! of price / convertibles), number of investors; of convertibles iii. in case - of intimation conversion on securities or on lapse of the tenure of the instrument; |
Not Applicable |
KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinj awadi, Pune-411057, India. CIN: L74999PN2018PLC174192 w kpit.com
0 +91 20 6770 6000
Annexure 8
| Sr. No. |
Particulars | Mr. Vijay Keshav Gokhale |
|---|---|---|
| 1 | reason for change viz. appointment |
Appointment as Addit ional & Independent Director |
| 2 | date of appointment (as applicable) & term of appointment |
• Mr. Vijay Keshav Gokhale has been appointed as Additional & Independent Director w ith effect from October 23, 2024. • Term of appointment: 3 consecutive years from date of appointment i.e. October 23, 2024, to October 22, 2027, subject to approval of Shareholders. |
| 3 | Brief Profile (in case of appointment) |
As Given above |
| 4 | For the Appointments given above Disclosure of relationships between directors (in case of appointment of a director |
Not Applicable. |
Annexure C
| SL no |
Particulars | Details |
|---|---|---|
| 1 | details and reasons for restru ctu ring; |
Operations, Employees & Customer contracts of |
| 2 | quantitative and/ or qualitative effect of restructuring; |
Somit USA has been fully integrated into KPIT USA. Voluntary liquidation & dissolution of SOMIT USA will further optimize operations of the KPIT USA. |
| 3 | details of benefit , if any, to the promoter/promoter group/group companies from such proposed restructuring; |
There is no benefit to the promoter or promoter group or group companies. |
| 4 | brief details of change in shareholding pattern (if any) of all entit ies. |
There will be no change in Shareholding Pattern of KPIT India due to this voluntary liquidation & w indine: uo. |
***
KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. GIN: L74999PN2018PLC174192 w kpit.com
0 +91 20 6770 6000