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KPIT Technologies Ltd — Regulatory Filings 2024
Jul 24, 2024
59234_rns_2024-07-24_a1a20560-7ed6-4387-b738-1cb04836e26a.pdf
Regulatory Filings
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July 24, 2024
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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. |
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| 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 |
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| It is headquartered in Munich, Germany. Date of Incorporation: December 12, 2005 |
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| SL | Name of Entity _ |
Turnover on as March 31, 2024 |
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| 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") |
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| 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 -
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* ~9 .....
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.:_ |
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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