KPIT Technologies responded to Stakeholders Empowerment Services (SES) regarding its voting recommendations against three resolutions at its 9th Annual General Meeting scheduled for August 31, 2026. The company addressed concerns over remuneration clarity for executive and non-executive directors, as well as the reappointment of Whole-time Director Mr. Chinmay Pandit.

Remuneration Structure Details

The company stated that the Explanatory Statement to the AGM Notice provides a comprehensive breakdown of Mr. Pandit's remuneration for the tenure commencing July 26, 2027. The proposed structure includes specific quantitative ceilings for each component.

Mr. Pandit received remuneration equivalent to ₹56.97 million from KPIT Technologies Inc. in FY 2025-26 while deputed in the USA. This amount was benchmarked against local peer salaries of the subsidiary.

Future Compensation Guidelines

The company clarified that if Mr. Pandit 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 ₹57 million. This adjustment would be based on key result areas and the company's financial performance.

All remuneration remains subject to limits prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Specifically, total pay cannot exceed 2.5% of the net profits calculated as per Section 198 of the Companies Act, 2013. The company emphasized that Mr. Pandit will receive remuneration either from the company or its subsidiaries.

Non-Executive Director Remuneration

Regarding Resolution 5, SES had raised transparency concerns about historical commission distribution among Non-Executive Directors (NEDs). The company clarified that Resolution 5 does not increase the remuneration limit but seeks to maintain the existing limit of 2% of net profits for five years from FY 2026-27.

The company confirmed that Dr. Nirmala Pandit will be remunerated on the same basis as other Independent Directors, with no special differential remuneration proposed. It noted that the higher commission paid to late Mr. S. B. (Ravi) Pandit in FY 2025-26 reflected his exceptional contribution as Co-Founder and Chairman over 37 years.

Executive Director Limits

On Resolution 6, SES treated the proposal as an umbrella approval increasing limits from 5% to 8% for individual Executive Directors. The company stated this is incorrect; the 8% individual and 15% collective limits were approved in 2021 and are merely being maintained for another five years.

KPIT cited its transformation into an AI-led Products & Platform Company as requiring flexibility to onboard international leaders. Total remuneration paid to all EDs in FY 2025-26 was ₹197.54 million, well below the available limit of ₹691 million under the Companies Act.

Governance Response

Ashish Malhotra, General Counsel & Company Secretary, submitted the response to BSE Limited and National Stock Exchange of India Ltd. The company requested SES to reconsider its recommendations, citing the need for leadership continuity during its transformation phase.

KPIT Technologies Limited submitted its Business Responsibility and Sustainability Report (BRSR) for the financial year ended March 31, 2026, to the Bombay Stock Exchange and National Stock Exchange of India Ltd. on August 5, 2026. The filing, mandated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, details the company’s environmental, social, and governance (ESG) performance. A key highlight is the company’s strategic commitment to achieving a 30% reduction in direct and indirect emissions (Scope 1 and 2) by 2030, aligned with the Science Based Targets initiative (SBTi). This disclosure signals to investors that KPIT is integrating climate risk management into its core operational strategy, potentially mitigating future regulatory liabilities associated with carbon intensity.

The report was signed by Ashish Malhotra, General Counsel & Company Secretary, and covers standalone operations. C N K & Associates LLP conducted reasonable assurance on the BRSR Core Key Performance Indicators (KPIs), verifying data integrity across energy, water, waste, and social metrics. The assurance scope included sites in Pune, Bengaluru, and Kochi, ensuring compliance with SEBI’s Master Circular dated November 11, 2024.

Environmental Stewardship and Emissions

KPIT reported total energy consumption of 27,174.74 units in FY26, comprising 13,009.90 units from renewable sources and 14,164.84 units from non-renewable sources. Greenhouse gas emissions stood at 787.06 metric tonnes of CO2 equivalent for Scope 1 and 2,351.14 metric tonnes (market-based) for Scope 2. The company initiated comprehensive GHG inventorization for Scopes 1, 2, and 3 in FY25-26.

Initiatives included rooftop solar installation at the Hinjewadi Phase 3 office and transition to green energy at Indira Nagar and Bangalore offices. Waste generation increased to 163.634 metric tonnes, with 102.69 metric tonnes recovered through recycling and reuse.

Social Metrics and Workforce Diversity

The company employed 9,687 permanent employees and 308 workers as of March 31, 2026. Female representation among permanent employees was 31%, while 7.14% of the Board of Directors were women. KPIT reported zero fatalities and nil Lost Time Injury Frequency Rate (LTIFR) for employees. Two complaints were filed under the Sexual Harassment of Women at Workplace Act, 2013, both resolved during the year.

Governance and CSR

KPIT’s CSR spending focused on STEM education and water conservation, benefiting over 16,000 villagers. The company maintains ISO 14001:2015 and ISO 45001:2018 certifications across major Indian locations. No monetary or non-monetary penalties were recorded from regulatory authorities during FY26.