KPIT Technologies Responds to SES Voting Recommendations

Date: August 25, 2026

KMP / Board / Auditor Changes

Reappointment of Mr. Chinmay Pandit (DIN: 07109290)

• Designation: Whole-time Director
• Type of change: Reappointment for a further period of five years
• Effective date: July 26, 2027 to July 25, 2032
• Profile: Key Executive operating in a global capacity

Board Meeting Outcomes

The document is a response to voting recommendations ahead of the 9th Annual General Meeting (AGM) to be held on August 31, 2026. It addresses concerns regarding three specific resolutions:

• Resolution No. 5: Payment of Remuneration to Non-Executive Directors
• Resolution No. 6: Remuneration Limits for Executive Directors
• Resolution No. 9: Reappointment of Mr. Chinmay Pandit as Whole-time Director

Other Operational / Legal / Strategic Disclosures

Response to SES Recommendations on Resolution No. 5 (Non-Executive Director Remuneration)

• SES concern: Lack of transparency in historical distribution of commission among NEDs, noting late Mr. S. B. (Ravi) Pandit received ₹1.98 crore in FY 2025-26 compared to approximately ₹0.59 crore average for other NEDs. SES sought clarity on whether Dr. Nirmala Pandit would receive similar differential remuneration.
• Company response: Resolution 5 does not increase remuneration limit; it seeks to maintain existing limit of 2% of Company's net profits (in addition to sitting fees) for five years commencing FY 2026-27. This same limit was approved by members at the 2021 AGM for FY 2021-22 to FY 2025-26.
• Dr. Nirmala Pandit will be remunerated on same basis as other Independent Directors (sitting fees and commission) with no special or differential remuneration proposed.
• Historical payment to late Mr. S. B. (Ravi) Pandit reflected his exceptional contribution as Co-Founder and Chairman associated with Company for over 37 years.
• Resolution does not prescribe separate absolute cap for each NED, maintaining aggregate 2% ceiling which has not been fully utilized in the past.

Response to SES Recommendations on Resolution No. 6 (Executive Director Remuneration Limits)

• SES concern: Treated proposal as umbrella approval increasing limits from 5% to 8% for individual ED and 10% to 15% collectively without disclosing maximum amount for each ED.
• Company response: Resolution 6 does not seek increase to limits; the 8% individual and 15% collective limits were approved at 2021 AGM for FY 2021-22 to FY 2025-26. The proposal seeks to maintain same limits for further five years commencing FY 2026-27.
• References to 5% and 10% are statutory thresholds, not new limits being sought.
• Reason for flexibility: KPIT is transforming from pure services company to AI-led Products & Platform Company, requiring separate leadership structure and potential onboarding of international business leaders. ED responsibilities extend to consolidated KPIT Group (consolidated revenue ₹6,455 crore vs standalone revenue ₹2,608 crore).
• Total remuneration paid to all EDs in FY 2025-26 was ₹197.54 million against ₹691 million available limits under Companies Act (10% of net profits).
• Resolution is not substitute for shareholder approval of individual remuneration, which is separately placed before shareholders under Resolutions 8 and 9.

Response to SES Recommendations on Resolution No. 9 (Reappointment of Mr. Chinmay Pandit)

• SES concern: Notice does not disclose remuneration payable by subsidiary companies where Mr. Pandit was newly appointed as director (Caresoft Global Technologies, Inc., Technica Engineering Inc., CAREGLOTECH de RL de CV).
• Company response: Detailed remuneration disclosure provided in Explanatory Statement to Item No. 9 of AGM Notice (pages 16-17).
• Mr. Chinmay Pandit's remuneration structure:
• Fixed compensation from Company: ₹23 million per annum (comprising up to 60% fixed salary including basic salary, perquisites and other allowances, balance as variable performance incentives)
• Annual increment cap: Maximum annual increase of up to 15% of total compensation
• Cash bonus cap: Not exceeding ₹10 million per annum
• Other benefits: Provident fund, gratuity, leave encashment, annual health check-up, group medical and personal accident insurance, company-maintained chauffeur-driven car, club fees
• Mr. Chinmay Pandit received remuneration in USD equivalent of ₹56.97 Mn from KPIT Technologies Inc. including Variable Performance Incentive in FY 2025-26.
• If deputed to USA subsidiary or other entity post July 2027, he may receive aggregate annual increase of up to 10% from base of ₹57 Mn.
• Remuneration will always be below limits prescribed under SEBI (LODR) Regulations (2.5% of net profits calculated as per Section 198 of Companies Act, 2013).
• Mr. Chinmay Pandit will get remuneration either from Company or its subsidiaries.