KPIT Technologies Limited has issued a clarification regarding Stakeholders Empowerment Services’ (SES) voting recommendations for its 9th Annual General Meeting. The company addresses concerns related to remuneration limits for Non-Executive and Executive Directors, as well as the reappointment of a Whole-time Director. KPIT emphasizes that proposed resolutions maintain existing frameworks and do not increase remuneration limits, while providing transparency on compensation structures.
KPIT Technologies Addresses Proxy Advisor Recommendations
KPIT Technologies Limited has released a detailed response to the voting recommendations provided by Stakeholders Empowerment Services (SES) concerning the 9th Annual General Meeting. The company aims to clarify its position on Resolutions 5, 6, and 9, which relate to director remuneration and reappointments.
Resolution 5: Non-Executive Director Remuneration
Regarding the remuneration for Non-Executive Directors (NEDs), KPIT states that Resolution 5 seeks to maintain the existing limit of 2% of net profits for a further five-year period from FY 2026-27. This limit was previously approved by shareholders in 2021. The company clarified that any differential remuneration paid historically to the late Mr. S. B. (Ravi) Pandit was an acknowledgment of his exceptional contribution and not indicative of a general practice for promoter NEDs. Dr. Nirmala Pandit will receive remuneration on the same basis as other Independent Directors, with no special or differential treatment proposed.
Resolution 6: Executive Director Remuneration
KPIT’s response to concerns about Resolution 6, concerning Executive Directors (EDs), highlights that the proposal aims to maintain the existing limits of 8% for individual EDs and 15% collectively, previously approved in 2021 for FY 2021-22 to FY 2025-26. The company explains that these limits provide operational flexibility required for its transformation into an AI-led Products & Platform Company, potentially needing to onboard global leaders and experts. It emphasizes that these limits are not an increase and that individual ED remuneration will be subject to separate shareholder approval.
Resolution 9: Reappointment of Mr. Chinmay Pandit
Concerning the reappointment of Mr. Chinmay Pandit as Whole-time Director, KPIT addresses SES’s concern about consolidated remuneration disclosure. The company directs shareholders to the Explanatory Statement in the AGM Notice (pages 16 and 17) for a comprehensive breakdown of his remuneration. This includes a fixed compensation of INR 23 million per annum, an annual increment cap of up to 15%, and a cash bonus cap not exceeding INR 10 million per annum. The company also clarified that Mr. Pandit’s remuneration from subsidiaries, if any, would be benchmarked and remain within prescribed limits, with his total remuneration payable either by the Company or its subsidiaries.
KPIT believes its proposed remuneration framework offers necessary flexibility while ensuring a clear, capped structure and maintaining transparency. The company respectfully requests SES to reconsider its AGAINST recommendations on Resolutions 5, 6, and 9.
Source: BSE
