KPIT Technologies Limited has issued a postal ballot notice to shareholders under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, seeking approval for the appointment of an Independent Director.

Postal Ballot Details

The company has scheduled the e-voting process for shareholders to cast their votes on the proposed resolution. The postal ballot notice was issued on January 30, 2026, with specific timelines established for the voting process.

Proposed Director Appointment

The special resolution seeks shareholder approval for the appointment of Mr. Parag Shah (DIN: 00374944) as an Independent Director for a period of three years, effective from January 29, 2026, to January 28, 2029. The appointment is made pursuant to Sections 149, 150, 152, 160 and 161 of the Companies Act, 2013, and Regulation 16(1)(b), 17 & 25 of SEBI LODR, 2015.

Director Profile and Qualifications

Mr. Parag Shah brings extensive experience to the board as Founder and Partner of Amara Partners, a mid-market Private Equity fund. His educational background includes a BS Degree in Computer Engineering from the Illinois Institute of Technology with special electives in Psychology and Manufacturing Technology, and he is a graduate of the General Management Program from Harvard Business School.

Mr. Shah's career spans over 25 years with various positions in the Mahindra Group, where he was a Member of the Group Executive Board and Managing Partner of Mahindra Partners, the 1 Bn USD Private Equity and Venture Capital division. He currently serves as an Independent Director on the boards of HDFC AMC Ltd., Lumax Auto Technologies Limited, and Thermax Limited.

Voting Process and Compliance

The company has engaged National Securities Depository Limited (NSDL) to provide e-voting facilities to members. The postal ballot notice is being sent electronically to members whose email addresses are registered with the company or depositories. Mr. Jayavant Bhave, Proprietor J. B. Bhave & Co., Company Secretaries, Pune, has been appointed as the Scrutinizer for the postal ballot process.

The results will be announced not later than 2 working days after the conclusion of the e-voting period and will be displayed on the company's website at www.kpit.com and NSDL's website at www.evoting.nsdl.com . The results will simultaneously be communicated to NSE and BSE where the company's shares are listed.

Regulatory Framework

The postal ballot is conducted in compliance with Section 108 and Section 110 of the Companies Act, 2013, Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014, and various MCA Circulars issued by the Ministry of Corporate Affairs. The appointment requires approval by special resolution as mandated under Regulation 25(2A) of SEBI LODR 2015 for Independent Director appointments.

KPIT Technologies Limited held its board meeting on January 29, 2026, announcing key financial and corporate developments for the quarter ended December 31, 2025. The meeting, which commenced at 9:15 AM IST and concluded at 12:15 PM IST, resulted in several significant decisions that will impact shareholders and the company's strategic direction.

Financial Results and Dividend Declaration

The board approved unaudited consolidated and standalone financial results for the quarter and nine months ended December 31, 2025. The statutory auditors issued an unqualified opinion on these financial results, indicating clean financial reporting.

The interim dividend will be paid to eligible shareholders within the stipulated timeframe as mandated by the Companies Act, 2013, and associated rules.

Leadership Appointments

Independent Director Appointment

The board appointed Mr. Parag Shah as Additional & Independent Director with effect from January 29, 2026. His appointment brings significant expertise to support the company's software-defined mobility agenda.

Mr. Shah is Founder and Partner of Amara Partners, a mid-market Private Equity fund. With over 25 years of experience, he previously held various positions with the Mahindra Group, including Member of the Group Executive Board and Managing Partner of Mahindra Partners. His expertise spans building new businesses, turnarounds, joint ventures, mergers & acquisitions, and IPOs. He holds a BS Degree in Computer Engineering from Illinois Institute of Technology and is a graduate of Harvard Business School's General Management Program.

Chief Operating Officer Appointment

Mr. Anup Sable was appointed as Chief Operating Officer and Key Managerial Personnel with immediate effect. Having completed over 30 years with KPIT Technologies, Mr. Sable has been instrumental in driving key initiatives throughout the company's growth journey. His role will include transformation to solutions business, including AI-led transformation. He was pivotal in establishing the Automotive Engineering footprint in KPIT 22 years ago, laying the foundation for the company's leadership in the automotive sector.

Promoter Reclassification

The board approved the reclassification of two promoters from "Promoter & Promoter Group" category to "Public category," subject to stock exchange approvals.

The outgoing promoters were among the early founders but have not been associated with day-to-day operations for the last two decades. They have been pursuing independent business interests and have not been board members for the past 10 years. Their shareholding is purely a financial investment with no managerial or strategic role.

Corporate Restructuring

The board approved the transfer of 26% shareholding in N-Dream AG, a step-down subsidiary, from the company to KPIT Technologies (UK) Limited, a wholly-owned subsidiary. This transfer aims to bring parity in the KPIT group organization structure, while the group's overall 90% holding in N-Dream AG remains unchanged.

N-Dream AG is a cloud-based game aggregation platform company based in Switzerland. This strategic investment supports KPIT's roadmap to enable Automotive OEMs enhance driver and passenger experience in future cockpit solutions. The collaboration will focus on offering value-added data products for Automotive OEMs, enabling additional monetizable experiences and features.