KPIT Technologies has been penalised ₹1.23 crore by the Collector of Stamps for a four-day delay in lodging the National Company Law Tribunal order related to its composite scheme of arrangement.

The adjudication order, received on August 26, 2026, imposes the penalty jointly on KPIT Technologies Limited and Birlasoft Limited. The violation stems from the late submission of the NCLT order sanctioning the scheme amongst Birlasoft (India) Limited, Birlasoft Limited, KPIT Technologies Limited, and their respective shareholders.

Regulatory Disclosure

The company disclosed the penalty under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was filed with the Bombay Stock Exchange and the National Stock Exchange on August 27, 2026.

Financial Impact

KPIT Technologies stated that the penalty will be paid in accordance with standard processes. The company asserted that there is no material impact on its financials, operations, or other activities.

The penalty represents a routine compliance cost associated with the execution of the corporate restructuring process rather than an operational failure.

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.