KPIT Technologies Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2019

1. The above audited standalone financial results have been reviewed by the Audit Committee and thereafter approved and taken on record by the Board of Directors in their respective meetings held on May 15, 2019. These audited standalone financial results have been prepared in accordance with the Indian Accounting Standards ("Ind-AS") as specified under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and provisions of the Companies Act, 2013.

2. The Statutory Auditors of the Company have audited the above standalone financial results of the Company for the quarter and year ended March 31, 2019. An unqualified opinion has been issued by them thereon.

3. Details of key items included in Other income / Other expenses:
For Table, kindly refer Corporate Announcements on www.bseindia.com.

4. Where financial results contain both consolidated financial results and standalone financial results of the parent, segment information is required to be presented only in the consolidated financial results. Accordingly, segment information has been presented in the consolidated financial results.

5. The Board of Directors of KPIT Technologies Limited (now known as Birlasoft Limited) at its meeting held on 29 January 2018 had approved a composite scheme which was subsequently filed with National Company Law Tribunal (NCLT) for: (a) amalgamation of Birlasoft (India) Limited ("Transferor Company") with KPIT Technologies Limited (now known as Birlasoft Limited) ("Transferee Company" or "Demerged Company"); and (b) demerger of the engineering business of KPIT Technologies Limited (now known as Birlasoft Limited) into KPIT Engineering Limited (now known as KPIT Technologies Limited) ("Resulting Company").

Pursuant to the Composite Scheme approved by the National Company Law Tribunal, Mumbai Bench on 29 November 2018 for which the certified copy of the order was received on 18 December 2018,the Engineering Business (Primarily comprising Automotive vertical with embedded software, digital technologies (cloud, IoT, analytics), Mobility Solutions and application life cycle management Business) was demerged from the Transferee Company and transferred to the Resulting Company, with effect from 1 January 2019, the appointed date and the accounting as per Composite Scheme has been given effect to from the Appointed Date. Subsequent to demerger, the Company had filed for listing of its equity shares on IMSE and BSE and has been listed with effect from April 22, 2019.

6. The name of the Company has been changed from KPIT Engineering Limited to KPIT Technologies Limited, vide the revised certificate of incorporation issued by the Registrar of Companies (ROC) dated March 13, 2019 pursuant to the composite scheme approved by the National Company Law Tribunal (NCLT) on November 29, 2018.

7. The Company was incorporated on January 8, 2018 and has been listed with effect from April 22, 2019 and hence the Company was not mandatorily required to prepare and publish quarterly and annual financial results during the year ended March 31, 2018 and up to the quarter ended December 31, 2018. Hence:

a. The figure for the quarter ended March 31, 2019 are the balancing figures between the audited figures in respect of the full financial year ended March 31, 2019 and the year to date unaudited figures for the nine months ended December 31, 2018;

b. The figures for the quarter ended December 31, 2018 are unaudited;

c. The figures for the quarter ended March 31, 2018 correspond to the figures in the audited financials for the year ended March 31, 2018.

8. Pursuant to the said Composite Scheme being in effect following are the changes in Directors & Key Management Personnel:

a) Mr. S. B. (Ravi) Pandit has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

b) Mr. Kishor Patil has been appointed as a CEO & Managing Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

c) Mr. Sachin Tikekar has been appointed as a Whole-time Director in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16,2019.

d) Mr. Vinit Teredesai has been appointed as the CFO & KMP in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

e) Mr. Anant Talaulicar - Independent Director, Mr. Subbu Venkata Rama Behara- Independent Director, Dr. Klaus Hermann Blickle - Non-Executive Director, Prof. Alberto Sangiovanni Vincentelli - Independent Director, Mr. Nickhil Jakatdar - Independent Director, Ms. Shubhalakshmi Panse - Independent Director, Mr. Rohit Saboo - Nominee Director, have also been appointed in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

f) Ms. Nida Deshpande has been appointed as the Company Secretary & KMP in KPIT Technologies Limited (erstwhile KPIT Engineering Limited) w.e.f. January 16, 2019.

9. In line with its re-defined strategy to focus on software led Engineering Services, the Company on prudent assessment has provided for exposure in its joint venture company in the business in "KIVI-Smart Bus WIFI" towards the Corporate Guarantee for lease obligation towards running this business for Rs. 101.40 million.

10. The Board of Directors have recommended dividend at the rate of Rs. 0.75 per share of the face value of Rs. 10 per share, aggregating to Rs. 247.87 million (including dividend distribution tax) for the year ended March 31, 2019. The payment of dividend is subject to the approval of the shareholders at the ensuing annual general meeting of the Company.

11. Birlasoft Limited (erstwhile KPIT Technologies Limited) had made a disclosure on 14 September 2018, towards an update on lawsuit filed by Copart Inc. ("Copart") against Sparta Consulting, Inc. ("Sparta"), KPIT Infosystems, Inc. and KPIT Technologies Limited. Post the jury verdict, both Sparta and Copart raised several issues for the Court. The Court has given a ruling on some of the issues, as a result of which Sparta's net liability has been reduced from approximately USD 16 million to approximately USD 8 million. The ruling on other issues consisting largely of claims by Sparta against Copart is still awaited. Sparta would have a further right to appeal the Court's Order. Sparta and KPIT Infosystems, Inc. continue to vigorously deny any and all wrong doing, and will continue to challenge the verdict as per legal advice.

As a part of merger and demerger scheme, where engineering business of Birlasoft Limited (erstwhile KPIT Technologies Limited) has demerged into KPIT Engineering Limited (now KPIT Technologies Limited) as a resulting entity, legal liability/ recourse / proceedings, expenditure related to the legal proceedings and monetary benefits and reliefs, if any, relating to Copart will be with KPIT Technologies Limited (erstwhile KPIT Engineering Limited) or/and its subsidiaries.

12. Effective April 1, 2018, the Company has adopted Ind-AS 115 (which replaces earlier revenue recognition standards) using the cumulative effect method (without practical expedients). The standard is applied retrospectively only to contracts that are not completed as at the date of initial application and the comparative information is not restated in the standalone financial results. The adoption of the standard did not have any material impact to the standalone financial results of the Company.

13. As per Ind-AS 33, Earnings Per Share shall be calculated considering the weighted average number of shares outstanding during the period. For the year ended March 31, 2019, shares outstanding, for the purpose of calculating earnings per share, are 100,000 shares for nine months ended on December 31, 2018 and 268,502,435 shares for the period from January 1,2019 to March 31,2019.

14. Previous period's figures have been regrouped / reclassified wherever necessary to conform with the current period's classification / disclosure. Further, consequent to the Composite Scheme as aforesaid, the previous period figures are not comparable with the current period figures.