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 has announced a key board change with the cessation of Mr. B V R Subbu as Independent Director, effective January 15, 2026. The company informed stock exchanges about this development under regulatory disclosure requirements, marking the completion of his second term in the position.

Director Cessation Details

The company provided comprehensive details about the directorial change to both BSE and NSE exchanges. Mr. B V R Subbu, holding Director Identification Number (DIN) 00289721, completed his tenure as Independent Director and ceased to be associated with the company at the end of business hours on January 15, 2026.

Regulatory Compliance

KPIT Technologies fulfilled its disclosure obligations under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The announcement was made to both major stock exchanges where the company's shares are listed.

The disclosure included detailed information as per Schedule III of the Listing Regulations, in compliance with SEBI Circular dated November 11, 2024. Company Secretary and General Counsel Ashish Malhotra signed the official communication to the exchanges.

Corporate Governance Impact

The cessation represents a natural conclusion of Mr. Subbu's tenure rather than any unexpected departure. As an Independent Director, he would have provided external oversight and governance expertise to the IT software company's board operations during his tenure.

The company has maintained transparency by promptly informing stakeholders about this board composition change, ensuring compliance with corporate governance norms and regulatory requirements.