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KPIT Technologies Ltd Regulatory Filings 2024

Jul 24, 2024

59234_rns_2024-07-24_918afc4e-c2a0-405d-b4d1-e6eec054b6b0.pdf

Regulatory Filings

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July 24, 2024

-

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, Sandra - Kurla Complex, Bandra (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, July 24, 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: 12:45 pm 1ST.

We wish 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 ended June 30, 2024.

An unqualified opinion has been issued by the Statutory Auditor on said Financial Results.

B. Merger of Future Mobility Solutions GmbH ("FMS") with KPIT Technologies GmbH, wholly owned step-down subsidiaries of KPIT Technologies Limited ("KPIT India").

FMS operations have been fully integrated with KPIT now. This integration has enabled joint go-to-market, enhanced the delivery capabilities and enabled the employees of FMS to fully understand and participate in the larger KPIT ecosystem and reap the benefits of the established processes and systems of KPIT. Thus, this merger will further aid seamless collaboration within the teams and open up new Larger opportunities with enhanced roles and responsibilities to the employees and at the same time boost leverage the systems, processes & tools for a seamless operating experience.

The details of disclosure pursuant to Schedule Ill of the Listing Regulations read with SEBI Circular dated July 13, 2023, are enclosed as "Annexure-A"

C. Further acquisition of 13% shareholding in N-Oream AG (N-Dream) to take the total shareholding of KPIT to 26% in N-Dream, a Cloud based Game Aggregation Platform company, based in Switzerland, with an option to increase the shareholding furth

The details of disclosure pursuant to Schedule Ill of the Listing Regulations r with SEBI Circular dated July 13, 2023, are enclosed as "Annexure-B"

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: L 74999PN2018PLC174192

0 +91 20 6770 6000 E info@kpitcom

w kpit.com

KP 11·

Un-audited Consolidated Financial Results and Standalone Financial Results for the quarter ended June 30, 2024, along with Limited Review Reports thereon and Investor Update are being sent separately.

Kindly take the same on your records.

Thanking you.

Yours faithfully,

For KPIT Technologies Limited

~

Nida Deshpande Company Secretary & Compliance Office

0 +91 20 6770 6000 E [email protected] W kpit.com

KP 11·

Annexure A

Sr. Particulars Details
No.
1
name of the entity(ies)
forming part of the
amalgamation/merger,
details in brief such as,
size, turnover etc.
Merger of Future Mobility Solutions GmbH ("FMS")
(Subsidiary Company) with KPIT Technologies GmbH
("KPIT GmbH") (Holding Company).
FMS:-
wholly
owned
step-down
FMS
is
a
German
subsidiary of KPIT India, with average employee
strength of 99. It is engaged in Software and Feature
Development
Autonomous
in
Driving,
ADAS
Vehicle Safety and Integration & Validation.
It is headquartered in Gaimersheim, Germany and
has an office in Frankfurt, Germany.
Date of Incorporation: September 15, 2016.
KPIT GmbH:-
the Mobility Industry.
KPIT GmbH is wholly owned step-down subsidiary
of KPIT India, with average employee strength of
426, engaged in Embedded Software Solutions for
It is headquartered in Munich, Germany.
Date of Incorporation: December 12, 2005
SL Name of Entity
_
Turnover
on
as
March 31, 2024
1 KPIT GmbH Euro 99.17 million
2 Mobility
Future
Solutions GmbH
Euro 8.7 million
2 whether the transaction
would fall w
ithin related
party transactions? If yes,
whether the same is
done at "arm's length";
Merger of Future Mobility Solutions GmbH ("FMS")
with KPIT Technologies GmbH, wholly owned step
down subsidiaries of KPIT Technologies Lim
ited
("KPIT India")
3
~-~
area of business of the
-~
entity(ies) ___ _
Software Solutions for the
Mobility
Embedded
lndustr

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·
4 rationale for
amalgamation/ merger
FMS operations have been fully integrated with KPIT
now. This integration has enabled joint go-to
market, enhanced
the delivery capabilities and
enabled the employees of FMS to fully understand
and participate in the larger KPIT ecosystem and
reap the benefits of the established processes and
systems of KPIT. Thus, this merger will further aid
seamless collaboration w ithin the teams and open
ith enhanced roles
up new larger opportunities w
and responsibilities to the employees and at the
same time boost leverage the systems, processes &
tools for a seamless operating experience.
5 in case of cash
amount
consideration -
or otherwise share
exchange ratio
Not Applicable
6 brief details of change in
shareholding pattern (if
anv) of listed entity.
There will be no change in Shareholding Pattern of
KPIT India due to t
his merger.

Annexure 8

Sr.
No.
Particulars Details
1 Name of the target entity,
details
brief such as
in
size, turnover etc.
N-Dream AG, a Cloud based Game Aggregation
Platform company based in Switzerland.
Turnover CHF 3.38 m illion as on December 31, 2023.
. ' .
2
Whether
the
acqu 1s1t1on
would fall w
ithin related
party
transaction(s)
and
promoter/
whether
the
promoter
group/
group
companies
any
have
interest in the entity being
acquired? If yes, nature of
interest
and
details
thereof and whether the
same is done at "arm's
length"
This is a Related Party Transaction at arm's length.
Acquisition
of
initial
13%
shareholding
was
completed on December 5, 2023.
Promoter/ Promoter Groups/ Group Companies do
not have any interest in N-Dream.
None of the KPIT directors have any interest in N
Dream.
3 Industry
to
the
which
entity
being
acquired
belongs
N-Dream is an early mover into the In-car gaming
offering
space
a
proven
Cloud
based
Game
Aggregation Platform including data, to Automotive
OEMs.
4 Obj ects
of
and
effects
acquisition (including but
not limited to, disclosure
of reasons for acquisition
of
target
its
entity,
if
business
is
outside
the
Th is strategic investment in N-
Dream is part of
KPIT's
roadmap
enable
to
Automotive
OEMs
enhance the driver & passenger experience in the
Cockpit
of
the
will
Future.
offer
KPIT
complementary software integration & validatio
'?J.~"no/0
,,.:~•o,
services to N-Dream's Automotive clients. Bo•
-
-

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

0 +91 20 6770 6000 -

  • r-Q. - ~!

* ~9 .....

E [email protected]

KP 11·

main line of business of
the listed entity)
parties will collaborate towards offering value
added data products for Automotive OEMs, thereby
enabling them to create additional monetizable
--------
------,
exoeriences & features.
5 of
Brief
details
any
or
governmental
regulatory
approvals
for
the
required
acquisition
N.A.
6 Indicative time
period for
of
completion
the
acquisition
Acquisition of further 13% shareholding w
ill be
completed by August 20, 2024 .
7 Consideration
whether
-
consideration
or
cash
share swap or any other
form and details of the
same
100% Cash Consideration
8 Cost of acquisition and/or
the price
at which
the
shares are acquired
Investment by KPIT to acquire further 13% stake is
Euro 3 million.
9 of
Percentage
control
shareholding
/
acquired and / or number
of shares acquired
Post Acquisition KPIT India w ill be holding 26% of
shares of N-Dream with an option to increase
shareholding over a period of time.
10 about
Brief
background
entity
the
acquired
in
terms of products/line of
business acquired, date of
of
incorporation,
history
last
turnover,
years
3
country
which
the
in
entity
acquired
has
presence and any other
significant information (in
brief).
____
N-Dream's Cloud based in-car Game Aggregation
Platform offers an array of casual game genres,
including edutainment, racing & sports.
Date of Incorporation: October 18, 2013.
Turnover for last 3 years:
CHF 3.38 million as on March 31, 2023
CHF 1.99 million as on December 31, 2022.
CHF 0.865 million as on December 31, 2021.
N-Dream, is a Cloud based Gaming Aggregation
Platform company based in Zurich, Switzerland.
__.__lt_has current employee strength of 14 emplo ees.:_

***

KPIT Technologies Ltd. 0 +91 20 6770 6000 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

E [email protected]