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KPIT Technologies Limited · KPITTECH
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KPIT Technologies Limited has responded to Institutional Investor Advisory Services (IiAS) voting recommendation on the reappointment of Mr. Chinmay Pandit as Whole-time Director, addressing concerns over his remuneration post-July 2027.
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Full Announcement
KPIT Technologies Limited 9th AGM to be held on August 31, 2026 - Response to Institutional Investor Advisory Services India (IiAS) Voting Recommendation
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KPITTECH_21082026174836_KPIT_iias_clarification_Final.pdf
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August 21, 2026
BSE Limited National Stock Exchange of India Ltd.,
Phiroze Jeejeebhoy Towers, Exchange Plaza, C/1, G Block,
Dalal Street, Bandra - Kurla Complex, Bandra (E),
Mumbai- 400001. Mumbai – 400051.
Scrip ID: KPITTECH Symbol: KPITTECH
Scrip Code: 542651 Series: EQ
Kind Attn: The Manager, Kind Attn: The Manager,
Department of Corporate Services Listing Department
Dear Sir / Madam,
Sub: Response to Institutional Investor Advisory Services India (IiAS) Voting
Recommendation - KPIT Technologies Limited (9th Annual General Meeting to
be held on August 31, 2026).
We have received Voting Recommendations concerning the notice of the 9th Annual
General Meeting to be held on August 31, 2026, from Institutional Investor Advisory
Services (IiAS), proxy advisor firm for:
Resolution No. 9:
Reappointment of Mr. Chinmay Pandit (DIN: 07109290) as Whole-time Director of
the Company, for a further period of five years with effect from July 26, 2027, to
July 25, 2032.
In this regard, please find attached our response to the recommendation of IiAS as:
- Clarification on Resolution No. 9 as set out in the Notice of the 9th Annual
General Meeting.
Please disseminate this letter through your platform so that Shareholders can
consider it while taking their voting decision.
This is for your information and records.
Thanking you,
Yours faithfully,
For KPIT Technologies Limited
Ashish Malhotra
General Counsel & Company Secretary
KPIT Technologies Limited O +91 20 6770 6000
Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, E info@kpit.com
Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. W kpit.com
CIN: L74999PN2018PLC174192
Clarification on Resolution No. 9 as set out in the Notice of the
9th Annual General Meeting
KPIT Technologies Limited (“the Company”) notes the recommendation issued by
IiAS on Resolution No. 9 and appreciates the advisory's constructive engagement
with the Company's governance disclosures. While IiAS has expressed support for
the reappointment of Mr. Chinmay Pandit as Whole-time Director, it has
recommended voting AGAINST the resolution on the ground that there is
insufficient clarity on his overall remuneration from the group post-July 2027.
The Company respectfully submits that the concerns raised by IiAS have been
adequately addressed in the Explanatory Statement to the AGM Notice, and wishes
to draw the attention of shareholders to the following:
- Detailed Remuneration Disclosure in the AGM Notice
The Explanatory Statement to Item No. 9 of the AGM Notice (page 16 and 17)
provides a comprehensive breakdown of Mr. Chinmay Pandit's remuneration for the
proposed tenure commencing July 26, 2027, which is evident from the following
para on page 16 of the notice:
Brief terms and conditions of reappointment of Mr. Chinmay Pandit are given below:
“The total remuneration payable to Mr. Chinmay Pandit is ………in Item No. 6 of this
notice.
The total remuneration payable with effect from July 26, 2027, is as below:”
Brief summary of remuneration structure of Mr. Chinmay Pandit as disclosed in the
AGM Notice (Page 16 and 17) is as under:
• Fixed compensation from the Company: INR 23 million per annum (comprising
up to 60% fixed salary, including basic salary, perquisites and other allowances,
and the balance as variable performance incentives).
• Annual increment cap: A maximum annual increase of up to 15% of total
compensation (fixed salary and variable performance incentive), as determined
by the Board on the recommendation of the Nomination and Remuneration (HR)
Committee.
• Cash bonus cap: Not exceeding INR 10 million per annum, driven by the
Company’s accomplishment of short- and medium-term strategic goals,
including financial results (revenue and profitability targets) and individual
performance benchmarks.
• Other benefits: Provident fund, gratuity, leave encashment, annual health
check-up, group medical and personal accident insurance, company-
maintained chauffeur-driven car, and club fees — all as per prevailing Company
policy.
These disclosures provide shareholders with specific quantitative ceilings for each
component of remuneration from the Company.
KPIT Technologies Limited O +91 20 6770 6000
Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, E info@kpit.com
Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. W kpit.com
CIN: L74999PN2018PLC174192
Mr. Chinmay Pandit, being deputed in the USA, received remuneration in USD
equivalent of INR 56.97 Mn from KPIT Technologies Inc. including Variable
Performance Incentive in FY 2025-26, which has been benchmarked against the
local peer salaries of the subsidiary. We further wish to clarify that, incase post
July 2027 he is deputed to USA subsidiary or any other entity, he may receive in
aggregate, an annual increase of up to 10% from the base of INR 57 Mn based on
his key result areas and the Company’s financial performance, as approved by the
Board on the recommendation of the Nomination & Remuneration (HR) Committee.
However, in all cases his remuneration will always be below the limits prescribed
under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, i.e.,
2.5 % of the net profits of the Company calculated as per Section 198 of the
Companies Act, 2013. We also wish to clarify that Mr. Chinmay Pandit will get his
remuneration either from the Company or its subsidiaries.
The Company believes that the proposed remuneration framework provides the
necessary flexibility to compensate a Key Executive operating in a global capacity
while maintaining a clear, capped remuneration structure.
In view of the above clarification, we request IiAS to reconsider its recommendation
on Item No. 9. We urge IiAS to reconsider its recommendation and support the
reappointment of Mr. Chinmay Pandit to ensure leadership continuity during this
critical phase of the Company’s transformation.
*****
KPIT Technologies Limited O +91 20 6770 6000
Registered & Corporate Office: Plot No. 17, Rajiv Gandhi Infotech Park, MIDC-SEZ, E info@kpit.com
Phase-III, Maan, Taluka-Mulshi, Hinjawadi, Pune-411057, India. W kpit.com
CIN: L74999PN2018PLC174192