KPIT Technologies Ltd - Regulatory Filings 2025

May 06, 2025

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.

Symbo : KPITTECH Series: EQ

Kind Attn: The Manager, Listing Department

Dear Sir/ Madam,

Subject: - Disclosure of events & information pursuant to Regulation 30 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") - Outcome of the Board Meeting held on May 06, 2025

Time of Commencement of the Board Meeting: 09:30 am 1ST. Time of Conclusion of the Board Meeting: 10:00 am 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:

Acquisition of Caresoft's Global Engineering Solutions Business.

Pursuant to Listing Regulation we hereby inform that, the Board of Directors at its meeting held on May 06, 2025, has approved the 100% acquisition of

Caresoft Global Technologies, Inc.; United States of America
Caresoft Engineering Services Limited, United Kingdom;
CAREGLOTECH de RL de CV, Mexico;
OXI SRL, Italy;

(together referred to as ·caresoft Entities'), and

the finalized draft of definitive Share Purchase Agreement between the Sellers: Caresoft Global Holdings Limited, Sabella Davies & Richard Ambadipudi; Guarantor, Mathew Vachaparampil and the Buyer: KPIT Technologies Limited, India and / or its subsidiaries KPIT Technologies Inc., United States and KPIT Technologies (UK) Limited;

Caresoft Global, a leader in automotive benchmarking and cost reduction oriented engineering solutions, will restructure their business into Benchmarking and Engineering solutions businesses. KPIT will acquire the carved-out Caresoft Engineering solutions business globally which is primarily focused Off-highway, Truck and Bus segments and Manufacturing Solutions. KPIT will partner with Caresoft in their Benchmarking business.

0 +91 20 6770 6000 E [email protected]

W kpit.com

In line with KPITs strategic focus on commercial vehicle segment, this partnership will acquire:

Caresofts' deep relationships and domain knowledge in t rucks and Offhighway segments;
Accelerate KPITs foray into China;
Ramp up value creation through full vehicle cost reduction solut ions for passenger car, trucks and off highway segments; and
Provide manufacturing engineering solutions for mobility segment

The details of disclosure pursuant to Para A of Part A of Schedule Ill of the SEBI Listing Regulations read with SEBI Circular dated November 11 , 2024, are enclosed herewith as "Annexure-A".

As on 31st March 2025, KPIT's consolidated f inancial statements reflect healthy financial ratios without any long-term borrowing. Over the years, KPIT has been growing organically and inorgan ically with CAGR of 28.2% in last th ree years. All previous acquisitions have been EPS accretive and KP IT has funded those with internal accruals.

In view of future plans of the company and to enable optimal financing structu ri ng t o fu lfi ll the long-term strategic business objectives, we shall seek shareholder approval to inc rease t he li mits of Investments/ Loans/ Guarantee/Security over and above the limit prescribed under provisions of Section 186 and other applicable provisions, if any, of the Companies Act, 2013.

We are seeking this approval to increase the above limits for investments in futu re inorganic growth opportunities including "Caresoft Entities ". The same shall be utilised largely via internal accruals either directly through KPIT India or Indirectly through Its subsid iaries globally.

The Company will seek approval of Members via Postal Ballot in ensuing 30 days as approved by the Board.

Kindly take the same on your reco rds.

Thanking you.

Yours faithfully, ~-:,;;.

For KPIT Technologies Limited ;?;: / \·-~-

~~ sh Malhotra ·.._·,~

General Counsel & Company Secretary

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KPIT Technologies Ltd. Registered & Corporate Office: Plot No. 17, Rajiv Gandhi lnfotech Park, MIDC-SEZ, Phase-Ill, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India.

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

CIN: L74999PN2018PLC174192

KP 11·

Annexure A

Sr. No.	Particulars	Details
1	Name of the target entity, details in brief such as size, turnover etc.	of Caresoft into the benchmarking, cost is businesses reduction and engineering solutions. KPIT is acquiring the engineering solutions business for off-highway and truck and bus segments and manufacturing solutions delivered through Caresoft Entities. Revenue and EBITDA of the relevant carved out engineering solution business of Caresoft is as below: Refer to Sr no. 10
2	the Whether acquisition fall within would related party transaction(s) and promoter/ whether the 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 "arm's length"	The acquisition is not with a related party. Promoter/ Promoter Groups/ Group Companies do not have any interest. None of the KPIT directors have any interest
3	Industry to which the entity being acquired belongs	Caresoft is a leader in automotive benchmarking and cost reduction oriented solutions engineering business in predominantly off-highway commercial and vehicle in segment.
4	of effects Objects and but (including acquisition not limited to, disclosure of of for acquisition reasons target entity, if its business is outside the main line of business of the listed entity)	will carved-out acquire the Caresoft KPIT Engineering Solutions business globally. KPIT will also get an access to the rich insights generated by Caresofts' Benchmarking business. This acquisition will strengthen KPIT's Vehicle Engineering & Design and Truck, Off-Highway offerings as it will integrate downstream engineering and benchmarking services. This will help the company achieve a faster go-to-market for products, resulting in cost savings for OEMs. We expect business synergies in the following areas:- 1. Cost reduction plus downstream engineering services for Commercial Vehicle and Off-highway segments. 2. Caresofts' Engineering Services into KPIT T25 Clients. 3. KPIT Engineering services Into Caresoft clients globally. 4. Accelerate KPIT's foray into China Market. 5. Enter into the software benchmarking space. This is an EPS accretive acquisition in the first year itself after customary non-cash to including charges IND AS P&L amortization etc.
5	of Brief details any governmental or regulatory approvals required for the acquisition	Not Applicable