KPIT Technologies has issued a clarification regarding Resolution No. 9, concerning the reappointment of Whole-time Director Mr. Chinmay Pandit. The company addresses concerns raised by Institutional Investor Advisory Services (liAS) about executive remuneration post-July 2027. KPIT details the comprehensive remuneration structure, including fixed compensation, annual increments, cash bonus caps, and other benefits, emphasizing transparency and compliance with regulatory limits to ensure leadership continuity.
Addressing Investor Concerns on Executive Remuneration
KPIT Technologies Limited has responded to the voting recommendation from Institutional Investor Advisory Services (liAS) concerning Resolution No. 9 at the upcoming 9th Annual General Meeting. The resolution pertains to the reappointment of Mr. Chinmay Pandit as Whole-time Director for a further period of five years, effective July 26, 2027.
While liAS has expressed support for Mr. Pandit’s reappointment, it recommended voting AGAINST the resolution due to perceived insufficient clarity on his overall remuneration from the group post-July 2027. KPIT asserts that the Explanatory Statement within the AGM Notice adequately addresses these concerns, providing shareholders with comprehensive details.
Detailed Remuneration Breakdown
The company highlighted that the Explanatory Statement on pages 16 and 17 of the AGM Notice offers a detailed breakdown of Mr. Pandit’s remuneration for the proposed tenure. Key components of his remuneration structure, as disclosed, include:
- Fixed compensation: INR 23 million per annum, comprising up to 60% fixed salary, perquisites, and allowances, with the balance as variable performance incentives.
- Annual increment cap: A maximum annual increase of up to 15% of total compensation, subject to Board approval based on the Nomination and Remuneration Committee’s recommendation.
- Cash bonus cap: Not exceeding INR 10 million per annum, linked to the Company’s accomplishment of strategic goals and financial performance.
- Other benefits: Standard benefits such as provident fund, gratuity, leave encashment, annual health check-ups, group medical and personal accident insurance, company-provided chauffeur, and club fees, as per prevailing Company policy.
These disclosures are intended to provide shareholders with clear, quantitative ceilings for each remuneration component. KPIT also clarified that Mr. Pandit, currently deputed in the USA, received remuneration equivalent to INR 56.97 Mn in FY 2025-26 from KPIT Technologies Inc., benchmarked against local peer salaries. Any future aggregate increase for him, if deputed to a USA subsidiary or other entity post-July 2027, would be up to 10% from the base of INR 57 Mn, subject to Board and Committee approval based on his performance and company financial results.
KPIT emphasized that Mr. Pandit’s remuneration, in all cases, will remain below the limits prescribed under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, specifically 2.5% of the Company’s net profits as per Section 198 of the Companies Act, 2013. His remuneration will be sourced either from the Company or its subsidiaries.
Call for Reconsideration
The company believes this remuneration framework offers necessary flexibility for a global Key Executive while maintaining a clear, capped structure. KPIT has requested liAS to reconsider its recommendation on Item No. 9, urging them to support the reappointment of Mr. Chinmay Pandit to ensure leadership continuity during the company’s critical transformation phase.
Source: BSE
