Key Quantitative Figures

  • Mr. Chinmay Pandit's fixed compensation from KPIT Technologies Limited: INR 23 million per annum
  • Variable performance incentives: Up to 60% of fixed salary component
  • Annual increment cap: Maximum 15% increase of total compensation
  • Cash bonus cap: Not exceeding INR 10 million per annum
  • FY 2025-26 remuneration from KPIT Technologies Inc.: INR 56.97 million (USD equivalent)
  • Future annual increase cap if deputed overseas: Maximum 10% from base of INR 57 million
  • Regulatory limit: Remuneration will not exceed 2.5% of net profits as per Section 198 of Companies Act, 2013

Dates of Action

  • Annual General Meeting date: August 31, 2026
  • Proposed reappointment period: July 26, 2027 to July 25, 2032
  • Document submission date: August 21, 2026

Parties Involved

  • KPIT Technologies Limited (Company)
  • Institutional Investor Advisory Services (IiAS) (Proxy advisor)
  • Mr. Chinmay Pandit (Whole-time Director subject to reappointment)
  • KPIT Technologies Inc. (US subsidiary)
  • Nomination and Remuneration (HR) Committee
  • Board of Directors

Purpose and Rationale

The disclosure provides clarification to address IiAS's 'AGAINST' recommendation for Resolution No. 9, which concerns the reappointment of Mr. Chinmay Pandit as Whole-time Director. IiAS had expressed concerns about insufficient clarity on his overall remuneration from the group post-July 2027.

Remuneration Structure Details

The explanatory statement to Item No. 9 of the AGM Notice provides comprehensive remuneration details:

Fixed Components:

  • Basic salary, perquisites, and other allowances
  • Variable performance incentives (balance of compensation)

Benefits Package:

  • Provident fund
  • Gratuity
  • Leave encashment
  • Annual health check-up
  • Group medical and personal accident insurance
  • Company-maintained chauffeur-driven car
  • Club fees

All benefits are provided as per prevailing Company policy.

Subsidiary Remuneration Clarification

Mr. Chinmay Pandit received remuneration from KPIT Technologies Inc. (US subsidiary) equivalent to INR 56.97 million in FY 2025-26, which has been benchmarked against local peer salaries. The company clarifies that if he is deputed to the USA subsidiary or any other entity post-July 2027, he may receive an annual increase of up to 10% from the base of INR 57 million, based on key result areas and the company's financial performance, as approved by the Board.

Key Clarification

The company emphasizes that Mr. Chinmay Pandit will receive remuneration either from the Company or its subsidiaries, but not from both simultaneously. All remuneration will remain below the regulatory limits prescribed under SEBI LODR Regulations.

Financial Impact

No specific financial impact quantification is provided beyond the remuneration structure details. The disclosure emphasizes that all compensation will remain within regulatory limits.

Request to IiAS

The company requests IiAS to reconsider its 'AGAINST' recommendation and support the reappointment to ensure leadership continuity during the company's transformation phase.