Directors Report of KPIT Technologies Ltd.

Mar 31, 2025

The Directors are pleased to present the Eighth Annual Report together with the Audited Accounts of the Company for the
Financial Year ended March 31, 2025.

PERFORMANCE OF THE COMPANY

(In million)

Particulars	Standalone 2024-25		consolidated 2024-25
	USD		USD ?
Revenue from operations	303.44	25,639.34	691.43 58,423.45
Profit before Tax (PBT)	75.28	6,361.11	134.03 11,325.47
Profit after Tax (PAT)	57.02	4,818.38	99.37 8,396.00

RESULT OF OPERATiONS

During the year under review, the total revenues from
operations (consolidated) increased to ? 58,423.45 million
(previous year ? 48,715.41 million), a growth of over 19.9% of
the previous year. Earnings before interest, tax, depreciation
and amortization was ? 12,297.75 million on a consolidated
basis. Net profit after tax (consolidated) increased by 40.28%
to ? 8,396.00 million (previous year ? 5,985.13 million).

In US Dollar terms, revenues from operations for the year on
a consolidated basis was $ 691.43 million as against $ 587.31
million during the previous year, a growth of 17.7%. Average
realization rate was ? 84.50 per US Dollar.

Standalone sales for the financial year 2024-25 grew by
27.14% to reach ? 25,639.34 million (previous year ? 20,166.02
million). Net profit after tax increased by 47.43% to ? 4,818.38
million (previous year ? 3,268.28 million).

DiViDEND

The Directors are pleased to recommend a final dividend
of ? 6/- per equity share of face value of ? 10/- each (at 60
%) on the paid-up equity share capital of the Company in
addition to Interim Dividend of ? 2.50/- per equity share of
face value of ? 10/- each (at 25%) declared during the year.
The total payout will amount to ? 2,330.20 million including
dividend distribution tax. The Company does not propose to
transfer any amount to the general reserve on declaration
of dividend to the shareholders. The Dividend Distribution
Policy is uploaded on the website of the Company. It is
available at https://www.kpit.com/investor-gov/.

AWARDS, RECOGNiTiON AND PARTNERSHiPS

During the year under review, KPIT has been honoured with
several prestigious awards, reflecting our commitment to
excellence:

• KPIT received the Excellent Partner Award for 2023-24 from
Panasonic ITS, recognizing our eight-year collaboration as
trusted partner across mobility domains.

• KPIT was honoured with the Best Supplier Award
from Cummins for excellence in corporate social
responsibility and indirect sourcing.

• KPIT won the Reuters Honors Award 2024 under the
Innovation category, showcasing our ability to deliver
groundbreaking solutions that transform the mobility
industry.

• KPIT’s innovative solutions in IoT were acknowledged
with the Predictive Maintenance Solution of the Year
award at the IoT Breakthrough Awards 2024.

• KPIT’s excellence in technology was celebrated with
the Data Platform of the Year award at the Autotech
Breakthrough Awards 2024, reflecting our commitment
to advancing data-driven solutions in the mobility
industry.

• Our Co-founder and Chairman, Mr. S. B (Ravi) Pandit,
received the Lifetime Achievement Award at the
SEAP Star Awards 2025, recognizing his exceptional
contributions to the industry and enduring legacy of
leadership and innovation.

• Our Co-founder, CEO and Managing Director, Mr. Kishor
Patil, was named a Tech Titan by Business Today at the
Business Today Best CEOs - Tech Titan 2025, celebrating
his exemplary leadership and pivotal role in steering
KPIT towards technological excellence.

• KPIT was recognized for its outstanding contribution to
education with the Best 3 Education Support Initiative
of the Year 2024 award at the Global CSR & ESG Awards.

• KPIT received the Silver Shield at the Institute of Chartered
Accountants of India Awards for Excellence in Financial
Reporting 2023-24, highlighting our commitment to
transparency, compliance, and best practices in financial
reporting.

• KPIT’s brand new auditorium, Aikyam, at our Pune
campus, was awarded the Economic Times DesignScape
Award in the Iconic Projects Category, celebrating

innovation and sustainability, and embodying our vision
of creating spaces that promote unity and collaboration
for our diverse community.

QUALITY, PRODUCTIVITY AND INNOVATION

Achieving Zero Defect Delivery to our customers and
achieving Excellence at every touch point is one of our key
strategies to achieve our Mission of becoming a leading
independent software & systems integration partner in
mobility. To achieve this objective of ensuring zero defect
delivery to our customers, we had designed a comprehensive
quality framework centred on three pillars: People, Process
and Technology. This framework focuses on improving
performance at Project/Program level, Practice level and
Unit level. As in previous years, we identified and executed
key initiatives from this framework, incorporating the latest
trends in the industry. For each initiative, we worked on
a comprehensive plan, defined processes with focus on
sustenance and scalability, ran pilots, incorporated pilot
feedback and then deployed across all projects through
robust governance mechanisms.

To keep pace with emerging trends in the mobility industry
and to achieve efficiency in our processes, we have
embedded continuous improvement as a core strategic
approach. These improvements are driven by project
learnings, customer feedback, and employee-led innovation.
A key initiative during the year focused on strengthening our
Agile capabilities. Building on efforts initiated in the previous
year, we engaged a senior industry consultant - an active
member of the Agile SPICE working group and an iNTACS
certified Principal Assessor for Automotive SPICE. Leveraging
this expertise, we enhanced our KPIT Quality Management
System (KQMS) to better support Agile methodologies,
aligned to SAFe and compliant to Automotive SPICE. Then we
conducted a few pilots and refined our approach based on
feedback. Additionally, we upgraded our project management
tools to align with Agile practices to ensure seamless and
effective adoption. The current focus is on scaling these
enhancements across all projects for maximum impact.

To align our processes with evolving cybersecurity
requirements, particularly ISO 21434, we enhanced our
KQMS during the year with the support of both internal
experts and external industry consultants. In parallel, we
strengthened our existing functional safety processes
to comply with the latest version of ISO 26262. We also
initiated our journey towards Cybersecurity Management
System (CSMS) and Functional Safety Management System
(FSMS) certifications.

As part of our strategic focus on enhancing productivity,
we put our focus on AI-based automation and created a
comprehensive plan to cover various stages of engineering
lifecycle. Few key solutions have been designed, piloted and

deployed across projects and few more in the pipeline. To
track productivity at individual level, tools and systems have
been put in place. Looking ahead, the upcoming financial
year will see strong emphasis on leveraging AI-driven
solutions to achieve significant increase in productivity and
speed, ultimately delivering better value to our clients.

To sustain and enhance quality with our scale, we adopted
an AI centric system driven approach for management
process automation. In this direction, we implemented series
of automation initiatives during the year. Key enhancements
included upgrades to our project tracking system, project
management tools, competency management systems,
and customer satisfaction platforms. These systems were
seamlessly integrated and supported by intuitive workflows,
process controls, noncompliance detections, live visual
dashboards for real time monitoring. This comprehensive
automation strategy enabled uniform implementation across
projects, strengthened quality rigor, facilitated deployment in
new entities, accelerated competency development, improved
speed of execution, and expanded span of control.

As a result of our sustained quality initiatives, we not only
achieved but exceeded Customer Satisfaction Rating targets
with a consistent higher coverage in all quarters, recording
highest rating in the last quarter. We also achieved positive
downward trend on high-risk projects, reflecting stronger
project execution. While we continue to drive internal
initiatives to sharpen our quality focus, our commitment
is further demonstrated through ongoing alignment with
globally recognized standards. We are in the mid of journey
towards achieving CSMS and FSMS certifications. In addition,
we continue to uphold our existing quality certifications on
ISO:9001 and Automotive SPICE, reinforcing our dedication
to delivering best-in-class quality across all engagements.

To reinforce our commitment to product quality, we
expanded scope of our Katapult framework by introducing
additional KPIs focused on code and test quality, while
also extending its coverage across more projects. This has
resulted in significant benefits to our customers, enabling
consistent and continuous improvements in product quality.
Furthering this momentum, we enhanced the product
review process by integrating new KPIs into the review
mechanism. Following successful pilot implementations, we
are preparing to scale this initiative with automation in the
upcoming financial year. We also maintained a strong focus
on the First Time Right mindset, backed by clear metrics to
track progress. This continued emphasis plays a critical role
in driving us closer to our goal of Zero-Defect Delivery.

SHARE CAPITAL

The issued, subscribed, and paid-up capital of the Company
as on March 31, 2025, is ? 2,741.43 million consisting of
274,143,808 equity shares of ? 10/- each.

INSTITUTIONAL SHAREHOLDING

As on March 31, 2025, the total institutional shareholding in
the Company was 38.47 % of the total share capital.

ICRA RATINGS

ICRA has assigned the (ICRA) A1 as short-term rating and
(ICRA) AA with the ‘Stable’ outlook as the long-term rating.

INFORMATION ABOUT THE SUBSIDIARY &
ASSOCIATE cOMPANIES

During the year under review, the Board of Directors approved
the voluntary liquidation & dissolution of Somit Solutions
Inc, and PathPartner Technology Inc, wholly owned step-
down subsidiaries. FMS Future Mobility Solutions GmbH
has been merged with KPIT Technologies GmbH, with effect
from August 28, 2024. PathPartner Technology GmbH, wholly
owned step-down subsidiary liquidated with effect from
October 02, 2024. Qorix GmbH has become an associate
Company with effect from June 27, 2024.

Further, the Board of Directors in their meeting held on
April 28, 2025, approved a Scheme of Amalgamation
of PathPartner Technology Private Limited (“Transferor
Company”) with KPIT Technologies Limited (“Transferee
Company”) and their respective shareholders and creditors.
The rationale for this Scheme centers on a strategic
consolidation of businesses, designed to unlock operational
synergies and foster expansion with long-term, sustainable
growth. This consolidation will optimize resource utilization,
improve both operational and managerial efficiency, and
encourage innovation through the combined knowledge and
expertise of the entities involved. Furthermore, simplifying
the organizational structure by reducing the number of legal
entities will lower compliance costs and navigate regulatory
complexities more effectively. Ultimately, this Scheme is
intended to deliver greater value to all stakeholders through
a more streamlined, efficient, and innovative organization.

As on March 31, 2025, the Company has 21 subsidiaries
and 3 associate companies. In accordance with Section
129(3) of the Companies Act, 2013, (hereinafter referred
to as “the Act”) the Company has prepared consolidated
financial statements of the Company and its subsidiaries
& associate companies, which forms a part of the Annual
Report. A statement containing salient features of the
financial statements of subsidiary Companies in Form AOC-1
is annexed as “Annexure 1”. In accordance with Section 136(1)
of the Act, the Annual Report of the Company, containing
the standalone and the consolidated financial statements
and all other documents required to be attached thereto
have been placed on the website at www.kpit.com.

directors

During the year under review, Members of the Company
approved the appointments of:

• Mr. S. B. (Ravi) Pandit as Non-Executive Director liable
to retire by rotation, on account of attaining the age
of 75 years at Annual General Meeting (“AGM”) held on
August 27, 2024.

• Mr. Vijay Keshav Gokhale as an Independent Director for
a term of three years with effect from October 23, 2024,
to October 22, 2027, by way of postal ballot.

• Mr. Ramesh Raskar and Mr. Nishant Batra as Independent
Directors for a term of three years with effect from
January 29, 2025, to January 28, 2028, through postal
ballot.

Pursuant to the provisions of Section 152 of the Companies
Act 2013, Mr. Anup Sable and Mr. Chinmay Pandit, Whole¬
time Directors, retire by rotation at the ensuing AGM and,
being eligible, offer themselves for reappointment.

key managerial personnel

The following persons have been designated as Key
Managerial Personnel pursuant to Sections 2(51) and 203 of
the Act, read with the Rules framed thereunder:

1. Mr. Kishor Patil - Chief Executive Officer (CEO) &
Managing Director.

2. Ms. Priyamvada Hardikar - Chief Financial Officer.

3. Mr. Ashish Malhotra - General Counsel & Company
Secretary (with effect from April 28, 2025).

INDEPENDENcE OF THE BOARD

The Board of Directors comprises of an optimum number
of Independent Directors. In the opinion of the Board,
the independent directors possess integrity, proficiency,
expertise, and relevant experience. Based on the
confirmation/disclosures received from the Directors and
on evaluation of the relationships disclosed, the following
Non-Executive Director are Independent in terms of
Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“SEBI LODR
Regulations, 2015”) and Section 149(6) of the Act:

1. Mr. Anant Talaulicar

2. Mr. B V R Subbu

3. Prof. Alberto Sangiovanni Vincentelli

4. Ms. Bhavna Doshi

5. Prof. Rajiv Lal

6. Mr. Srinath Batni

7. Mr. Vijay Keshav Gokhale

8. Mr. Ramesh Raskar

9. Mr. Nishant Batra

BOARD EVALUATiON

As a part of the annual Board evaluation, detailed
questionnaires were circulated to all the Directors. On the
basis of responses received on these questionnaires, the
Chairman of the Board and the Chairman of the Nomination
and Remuneration (HR) Committee evaluated the Board’s
performance and that of its committees. The Board also
conducted an evaluation of independent directors which
included performance of directors and fulfilment of criteria
as specified in Regulation 17(10) of SEBI (LODR) Regulations,
2015, and their independence from the management, where
the independent directors did not participate. For more
details, please refer to the Report on Corporate Governance
which is a part of the Annual Report.

BOARD MEETiNGS

Six meetings of the Board of Directors were held during the
year. More details about the meetings are available in the
Report on Corporate Governance, which forms a part of this
Annual Report.

COMMiTTEES OF BOARD

The details regarding the Committees of the Board of
Directors of the Company are given in the report on Corporate
Governance, which forms a part of this Annual Report.

COMPANY’S POLiCY ON DiRECTORS’ APPOiNTMENT
AND COMPENSATiON

The Nomination and Remuneration Policy of the Company
provides for the roles and responsibilities of the Nomination
and Remuneration (HR) Committee and the criteria for
evaluation of the Board and compensation of the Directors
and senior management. Further, as per the policy, the said
Committee shall identify potential candidates for becoming
members of the Board and determining the composition
of the Board based on the need and requirements of the
Company from time to time to bring out diversity in the
Board and also identify persons to be recruited in the senior
management of the Company.

Pursuant to the provisions of Section 134(3)(e) of the Act,
the said policy on the appointment & compensation of
Directors including criteria for determining qualifications,
positive attributes, independence of a director & other
matters provided under Section 178(3) of the Act is available
at: https://www.kpit.com/investor-gov/.

COMMiTTEE RECOMMENDATiONS

During the year under review, all the recommendations of
the Audit Committee, Nomination and Remuneration (HR)
Committee, Corporate Social Responsibility Committee,
Stakeholders Relationship Committee and Enterprise Risk
Management Committee were accepted by the Board. The

composition of the Committees is as mentioned in the
Report on Corporate Governance, which forms a part of this
Annual Report.

CORPORATE SOCiAL RESPONSiBiLiTY

KPIT has remained steadfast in its mission to create a
cleaner, smarter, and safer world. As a socially responsible
organization, KPIT drives meaningful impact through its
core focus areas i.e. Education, Energy, and Environment,
anchored by strong employee engagement. This commitment
is reflected across every region where KPIT operates globally.
Our employees and their families actively participate in a
wide range of CSR initiatives, consistently contributing to
sustainable development and community.

The Company had constituted a Corporate Social
Responsibility (CSR) Committee and has framed the Policy
on Corporate Social Responsibility as per the provisions
of section 135 of the Act and Companies (Corporate Social
Responsibility Policy) Rules, 2014. The CSR Policy including
annual action plan is available at: https://www.kpit.com/
investor-gov/. The initiatives taken by the Company on CSR
during the year as per the said rules has been annexed as
“Annexure 5”.

ViGiL MECHANiSM/WHiSTLE BLOWER POLiCY

The Company has in place a vigil mechanism/whistle blower
policy as per Regulation 22 of the SEBI (LODR) Regulations,
2015 to report genuine concerns about the Company. The
details of the same are explained in the Report on Corporate
Governance. The Policy on Vigil Mechanism & whistle blower
may be accessed on the Company’s website at: https://
www.kpit.com/investor-gov/.

AUDiTORS

M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm’s
Registration No. 101248W/W-100022) (“BSR”) were re¬

appointed as the Statutory Auditors of the Company in the
AGM held on August 29, 2023, for a period of five years to
hold office up to the conclusion of AGM to be held in the
year 2028. The Notes on financial statements referred to
in the Auditors’ Report are self-explanatory and do not call
for any further comments. The Auditor’s report does not
contain any qualification, reservation, or adverse remark.
The Statutory Auditor’s report for the year under review is
annexed to the financial statements.

The Audit Committee and the Board recommend the
appointment of Dr. K. R. Chandratre, Practicing Company
Secretary, as Secretarial Auditor, for a term of five
consecutive financial years commencing from April 1, 2025,
to March 31, 2030, subject to approval of Members in the
ensuing AGM.

Dr. Chandratre holds a master’s degree in commerce,
bachelor’s degree in law and Doctorate degree from the
University of Pune. He is a fellow member of the Institute of
Company Secretaries of India. He has so far authored over
1200 articles and 26 books on various subjects in the areas
of Corporate Laws and Corporate Secretarial Practice. Dr.
K. R. Chandratre has been in the profession of Company
Secretary for over 40 years. He is a renowned Practicing
Company Secretary with over 23 years of Practice. Dr. K. R.
Chandratre is a peer reviewed Practicing Company Secretary
(Peer Review Certificate No. 1206/2021) and has given his
consent to act as a Secretarial Auditor along with the
eligibility certificate confirming that proposed appointment,
if made, will be in compliance with the Regulation 24A of
SEBI Listing Regulations read with SEBI Circulars and Section
204 of the Act & other applicable provisions read with Rule
9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

The Secretarial Auditor’s report for the year under review is
annexed to this Report as “Annexure 6”. The Auditor’s report
does not contain any qualification, reservation, or adverse
remark.

iNTERNAL CONTROL systems AND Adequacy Of
iNTERNAL FiNANCiAL CONTROLS

The internal control systems of the Company are adequate
considering the nature of its business, size, and complexity.
The Statutory Auditors of the Company have expressed their
opinion on the adequacy of internal financial controls with
reference to financial statements for the year under review
and the operating effectiveness of such controls.

CORPORATE GOvERNANCE

A separate section on Corporate Governance with a detailed
compliance report thereon forms a part of this Report.
The Auditors’ Certificate in respect of compliance with the
provisions concerning Corporate Governance, forms a part
of this Annual Report, as required under the SEBI (LODR)
Regulations, 2015.

management DiSCUSSiON AND ANALYSiS

A Management Discussion and Analysis Report giving
detailed information on the operations, performance, and
outlook of the Company and its business forms a part of
this Report.

PARTiCULARS OF EMPLOYEES

A statement containing the names of every employee
employed throughout the financial year and in receipt of
remuneration not less than ? 1 crore 2 lakhs & other employees
as required under Rule 5(2) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014, is
annexed as “Annexure 3A”. Further, the employees who

were employed for a part of the financial year & received
remuneration not less than ? 8.5 lakh per month under
the said Rule forms part of this Report. However, pursuant
to the first proviso to Section 136(1) of the Act, this report
is being sent to the shareholders excluding the aforesaid
information. The said information is available for inspection.
Any shareholder interested in obtaining the said information
may write to the Company at [e-mail].

The ratio of the remuneration of each director to the median
employee’s remuneration and other details prescribed
in Section 197(12) of the Act, read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are annexed to this Report as
“Annexure 3B”.

EMPLOYEES STOCK OPTiON SCHEMES

The Company has Employees Stock Option Schemes
(ESOSs) which are in compliance with SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(“SBEB Regulations”).

• KPIT Technologies Limited - Employee Stock Option
Plan 2019A.

• KPIT Technologies Limited - Restricted Stock Unit Plan
2022.

Notes:

1) A total of 18,07,450 options were issued under ESOS
2019 scheme which was introduced with a view to
give fair and reasonable adjustments to the respective
employees of the Demerged Company (erstwhile KPIT
Technologies Limited renamed as Birlasoft Limited) and
the Company (KPIT Engineering Limited renamed as KPIT
Technologies Limited) pursuant to Composite Scheme
of Arrangement between the Demerged Company and
the Company. These grants were duly intimated to
stock exchanges as per SEBI (LODR) Regulations, 2015.

2) During FY 2023-24, all the options under ESOP scheme
2019 are utilized, consequently the number of options
exercisable at the end of the year are Nil. Accordingly,
the scheme stands closed.

In compliance with Regulation 14 of SBEB Regulations,
the information relating to the said plans is annexed to
this Report as “Annexure 4” and the same is available on
Company’s website at: https://www.kpit.com/investor-gov/.

DiSCLOSURE UNDER The SExUAL Harassment
OF WOMEN AT WORKPLACE (PREVENTiON,
PROHiBiTiON AND REDRESSAL) ACT, 2013

The Company has a policy on prevention of sexual harassment
at workplace and has put in place a redressal mechanism for
resolving complaints received with respect to sexual harassment

and discriminatory employment practices for all genders. The
Company has constituted Internal Complaints Committee
which is responsible for redressal of complaints related to
sexual harassment. The Company has taken various measures to
create awareness amongst employees such as sending emails
and communication to all employees, conducting awareness
sessions with new joiners and deploying an e-learning module
for all KPIT employees etc. for prevention of Sexual Harassment
of Women at Workplace. During the year under review, Nil
cases were reported with the POSH committee. There were no
complaints pending as on March 31, 2025.

DETAILS OF APPLiCATiON MADE OR ANY
PROCEEDiNG PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY CODE, 2016 DURiNG THE YEAR
ALONG WITH THEIR STATUS

The Company has not made any application under the
Insolvency and Bankruptcy Code, 2016 during the financial
year 2024-25.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
The vALuAHoN DoNE At The Time of ONE-TiME
settlement and the valuation done while

TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS Along wiTH THE REASONS THEREOF

The provision regarding difference between the amount
of the valuation done at the time of one-time settlement
and the valuation done while taking loan from the Banks
or Financial Institutions is not applicable to the Company
during FY 2024-25.

DEPOSITS

The Company has neither accepted any deposits from
the public nor accepted any amounts which are deemed
to be deposits within the meaning of sections 73 to 76 of
the Companies Act, 2013 (as amended) and the rules made
thereunder, to the extent applicable.

INFORMATION ON CONSERvATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
exchange EARNINGS AND OUTGO STIPULATED
uNDER section 134(3)(M) of THE AcT, Read

with rule 8 of the companies (accounts)
rules, 2014.

conservation OF energy

Energy conservation has long been a core priority for KPIT.
As part of our dedication to sustainability, we are pleased to
announce that we have transitioned to sourcing 90% Green
Electrical Energy for our offices in Bangalore and Munich,
Germany. In addition to leveraging solar energy, we have also
undertaken measures to incorporate green energy for the
remaining energy consumption at our Pune office.

KPIT has installed occupancy sensors in all washrooms for
lighting, resulting into conservation of lighting energy. We
have initiated installation of Digital Blanket platform where
all the energy meters and water meters to get real time data
and energy consumption. Based on data, further corrective
steps are taken to optimize the consumption. HVAC and
IT equipment collectively account for approximately 75%
of energy consumption. Therefore, our focus has been on
optimizing HVAC operations to enhance efficiency. Various
practices have been implemented, such as adjusting AC
temperature settings, monitoring AC systems based on
occupancy, and seasonal adjustments to AC temperatures.
Also implementing regular checks to power down monitors
and machinery during non-operational hours and weekends
to reduce IT equipment power consumption. Along with
solar generation, the Company has initiated to source
green power for our balance requirement and in doing so
the Company will achieve 100% green power to Company’s
campus. Investment towards installation of meters and
system to get on Digital Blanket platform is around 3.0 lakhs
and washroom occupancy sensors is around 1.0 lakh.

GREEN INITIATivES

FOREST cONSERvATION

KPIT is committed to forest conservation and recognizes
the vital role it plays in maintaining ecological balance and
preserving the environment. As a responsible organization,
KPIT supports reforestation efforts, preserves wildlife
habitats, and ultimately contributes to a healthier planet for
future generations through impactful initiatives.

TREE pLANTATIoN WITH 14 TREEs FouNDATioN,
PUNE

Since 2019, KPIT’s partnership with 14 Trees Foundation has
driven significant reforestation efforts near Narayangaon
and Rajgurunagar. Over 6,964 native saplings (5,000 this
year) have been planted with an impressive 99% survival
rate, with the active participation of 877 KPIT volunteers
including senior leaders. This project also provides
employment for over 300 local villagers, demonstrating a
positive community impact alongside ecological benefits.

TREE MAINTENANcE AT KOYANANAGAR, PUNE

KPIT continues to make a significant impact on ecological
conservation through its decade-long collaboration with
the Wildlife Research & Conservation Society (WRCS) at
the Koyna-Chandoli corridor. The project has successfully
planted over 52,900 trees across 252 acres, achieving a 90%
survival rate. This year’s efforts focused on nurturing and
maintaining these trees. 168 KPIT volunteers contributed
to the year-long maintenance activities and strengthening
team connections with nature.

TREE MAINTENANcE AT FERGUSSON cOLLEGE,
PUNE

KPIT is boosting Pune’s green cover by partnering with
Maharashtra Vruksha Samvardhini to develop the botanical
garden at Fergusson College. The project includes seed
collection, tree nurturing, and creating spaces like a
pollinators’ park and fernery. It provides a rewarding
volunteer opportunity for over 250 people and their families,
fostering community engagement with nature.

SAPLING PLANTATION, BENGALURU & cHENNAI

KPIT volunteers participated in sapling plantation events in
Bengaluru and Chennai, partnering with local NGOs. Over
140 volunteers planted around 300 saplings at locations
including Avalahalli Lake, Bangalore University, and Goodalur
Village. Activities included pit digging, compost mixing, and
planting.

EcOLOGIcAL ASSESSMENT AND ENHANcEMENT
OF THE EcOSYSTEM, PUNE

KPIT launched a Biodiversity Assessment project with
Ecovrat Envirosolutions, documenting over 320 species (183
plants, 70 birds, 77 butterflies/insects, and 6 mammals/
herpetofauna) including 5 IUCN Red Listed species.

The first phase included a seasonal ecosystem assessment
and the initiation of a ‘Pollinator Park’ with over 300 employee
volunteers contributing to activities like seed collection
and sapling creation. Phase two focuses on implementing
the Pollinator Park and exploring the feasibility of a Sacred
Grove or Rain Garden to further enhance local biodiversity
and sustainability.

water conservation

As part of KPIT’s water conservation efforts, KPIT has
taken up three major projects in Pune and Bengaluru. The
projects include the construction of water storage tanks,
rejuvenation of stepwells, and ridge-to-valley rainwater
harvesting projects. KPIT collaborated with multiple NGOs
to implement these projects.

cONSTRUcTION OF DRINKING wATER STORAGE
TANKS, PUNE

KPIT is tackling drinking water scarcity in hilly villages of
Solapur, Satara, and Nashik districts of Maharashtra through
a partnership with Jnana Prabodhini. The project constructs
15,000-liter Ferro Cement tanks - a sustainable and durable
solution at the village level, providing clean water access
to 1,455 villagers and over 800 cattle. This initiative offers
a long-lasting solution to address severe water shortages
experienced during the summer months.

STEPwELL rejuvenation, PUNE & BENGALURU

KPIT is revitalizing traditional water conservation structures
through its ‘Stepwell Rejuvenation’ project, collaborating
with Sevavardhini and Youth For Seva. The initiative restores
abandoned stepwells in Patas, Pune, and Gudibande,
Bengaluru, bringing them back to functionality and
conserving approximately 50 lakh liters of water. Over 100
KPIT volunteers contributed to the restoration through
cleaning, weeding, and planting activities, preserving these
unique historical and ecological assets.

RIDGE TO vALLEY wATER cONSERvATION,
BENGALURU

KPIT partnered with Rashtrotthana Parishat to launch a
three-year Water Conservation and Ecological Restoration
project in Doddaballapur, Bengaluru, aiming to conserve
1.3 crore liters of water annually. The project focuses
on establishing a rainwater harvesting system for drip
irrigation and includes tree plantation and maintenance.
Launched with the participation of Dr. Suneel Pandita (Sr. VP
Practice Business Leader), the initiative saw 501 volunteers
contribute to ecological restoration through activities like
seed sowing and applying manure, ultimately replacing 15
existing borewells for tree watering.

e-waste awareness, collection &

MANAGEMENT wITH cUMMINS INDIA FOUNDATION,
PUNE & BENGALURU

KPIT is actively addressing e-waste management through
collaborative initiatives in Pune and Bengaluru, partnering
with foundations and NGOs like Cummins India Foundation,
Poornam Ecovision Foundation, Janwani, and Youth For Seva.
Launched in 2021, the project focuses on raising awareness
and establishing e-waste collection systems in communities
and schools. This year, the initiative collected and processed
105 tons of e-waste and 43 tons of plastic waste from
over 22,000 donors, with mega drives collecting over 40
tons alone. Collected materials are either refurbished and
donated to underprivileged students or responsibly recycled
through authorized agencies, with KPIT volunteers actively
participating in collection drives and kit preparation.

RIvER cLEANING, PUNE

For the past decade, KPIT has partnered with Jeevitnadi
- Living River Foundation to clean the Mutha Riverbanks.
This year, 67 volunteers participated in a cleanup drive in
Aundh, collecting and segregating 230 kilograms of garbage.
The event included an educational session from Jeevitnadi
on river conservation and sustainable living, fostering a
deeper appreciation for the local environment among the
volunteers.

RiCE PLANTATION WiTH FARMERS, PUNE

To promote sustainability awareness, 19 KPIT volunteers from
Pune office participated in a rice plantation activity at Velhe,
collaborating with the Torna Rajgad Parisar Samajonnati
Nyas, a Pune based NGO. The volunteers dedicated two
hours to cultivating paddy in a one-acre field, gaining hands-
on experience and supporting local agricultural practices.

ECOLOGICAL RESTORATION PROJECT, KOCHI

KPIT extended its sustainability initiatives to Kochi, India,
partnering with Gram Seva Samithi on an Ecological
Restoration and Sustainability project. This initiative
established a self-sufficient food production system to
support 100 residents in need, including the elderly and
students, through biofloc fish farming, vegetable gardening,
and flower planting. Additionally, 17 KPIT volunteers
contributed to riverbank stabilization efforts along the
Periyar River to combat soil erosion.

REUSE, RECYCLE, REPURPOSE (RRR) STATiON,
PUNE

KPIT has reinforced its commitment to sustainability with
the launch of the “RRR Station”. It is a permanent collection
center established at Pune Campus (Head Office) for the
responsible disposal of E-waste, Plastic Waste, and donated
Clothes. The center is inaugurated by Mr. S. B. (Ravi) Pandit,
Chairman, and Mr. Anant Talaulicar, Independent Director
and Chairman of CSR committee.

The initiative encourages employees to participate in
responsible waste management. 245 employees donated
over one ton of material to Poornam Ecovision Foundation
for reuse and scientific disposal, fostering a culture of reuse,
recycling, and repurposing within the organization.

SUSTAINABILITY MONTH

For over a decade, KPIT has remained committed to the
promise of a cleaner world by observing Environment Month
every year in June. This year, as we embarked on our journey
towards sustainability, we celebrated it as Sustainability
Month. As part of this, a range of initiatives were organized
for KPIT employees with the motive of having at least one
activity each day to foster sustainability.

AwARENESS SESSIONS

KPIT’s Sustainability Month featured global awareness
sessions inspiring employees to adopt eco-friendly habits.
Experts covered topics like replacing plastic, toxin-free
living, sustainable fashion, e-waste management, and tree
plantation.

These sessions spurred action, including donation drives
for tiffin boxes, clothes & e-waste, and on-campus nursery
stalls. Creative initiatives like leaf display boards and

promoting reusable mugs further engaged employees. Skits
and band performances showcased employee talent while
spreading the sustainability message.

ECO-FRiENDLY PRODUCTS STALLS, PUNE

To foster a culture of sustainability and to give alternative
options for products in daily use KPIT organized various NGO
stalls. This initiative not only helped to cultivate the habit of
sustainable lifestyle but also provided a platform to NGOs
to promote their products.

RED DOT Bag Making, PUNE, Bengaluru, Kochi
AND CHENNAI

KPIT is further advancing its waste management efforts
by supporting the Seva Sahayog Foundation’s “Red Dot
Bag Making” initiative. This project promotes hygienic
sanitary waste disposal using bags made from recycled
newspapers, identified by a visible red dot. Over 978 KPIT
volunteers created more than 7,500 bags for distribution to
underprivileged women, while also raising awareness within
KPIT about proper sanitary waste segregation.

ECO-FRiENDLY GANESHA iDOL MAKiNG
wORKSHOP

Continuing a six-year tradition, the KPIT CSR team hosted
both virtual and in-person workshops for eco-friendly
Ganesha idol making. These initiatives encouraged
sustainable festival celebrations by guiding employees in
crafting beautiful idols entirely from eco-friendly materials.

ECO-FRiENDLY DIWALI Lantern MAKiNG

KPIT continued its commitment to sustainable festivities
by hosting a workshop on creating eco-friendly lanterns.
Employees and their families enthusiastically participated,
learning to craft and decorate their own lanterns, bringing
lively and environmentally conscious celebrations to their
homes.

CREATION Of DIGITAL CONTENT THROUGH viDEO
RECORDING FOR ONLINE PROGRAM, PUNE

KPIT is supporting The Ecological Society (ES) in expanding
its reach and impact through digital learning. KPIT’s support
enabled ES to create video content for their online program,
“Sustainable Management of Natural Resources and Nature
Conservation.” This initiative combines environmental
education with technology, offering flexible learning options
and high-quality content, with a projected reach of 1,000¬
1,200 additional participants over the next five years.

MCCiA - KPIT: AWARD FOR SUSTAINABILITY

The Mahratta Chamber of Commerce, Industries, and
Agriculture (MCCIA) recently hosted its 77^th Annual Awards
Ceremony. Notably, the Award for Sustainability, instituted

by KPIT Technologies Limited, was introduced at the
ceremony last year. This award aims to recognize and
appreciate the efforts of corporations in Pune that prioritize
sustainability. The selection criteria for the award included
the organization’s focus on source reduction measures,
employee strength, the resulting impact, and the efforts of
corporations that have a significant positive impact on the
environment through sustainable practices.

OTHER GEOGRAPHIES:

EARTH Day CELEBRATIONS: ART & viDEO
CONTEST

In celebration of Earth Day 2024, KPIT engaged the children
of its employees in a creative “Planet Vs Plastic” art and
video contest. The initiative aimed to foster environmental
awareness and promote sustainability among the younger
generation, with 15 children sharing their innovative ideas
and solutions for reducing plastic use.

USA

PARK CLEANUP ACTiviTIES, NOvi

KPIT demonstrated its commitment to environmental
sustainability in the USA geography through multiple
cleanup initiatives in Michigan. Partnering with organizations
like Friends of the Rouge and the Clinton River Watershed
Council, KPIT volunteers and their families participated
in park and river cleanup activities in Novi and Rochester
Hills. These efforts, including a dedicated drive with student
interns, resulted in the collection of 29 bags of waste and
raised awareness about the harmful effects of plastic
pollution on local ecosystems.

THAILAND

TREE PLANTATION & MANGROvE FOREST
PLANTATION

KPIT Thailand significantly contributed to environmental
preservation through tree and mangrove plantation initiatives.
Collaborating with the Prawet District Administration and the
Bangpu Nature Education Center, Bangkok, KPIT volunteers
planted 300 trees as part of Bangkok’s “Million Tree Planting
Project” and supported coastal ecosystem health through
mangrove restoration.

Notably, the activity saw participation from 80% of KPIT
Thailand’s workforce, demonstrating a strong commitment
to sustainability.

OCCUPATIONAL HEALTH AND SAFETY
ASSESSMENT SERIES (OHSAS)

wellness initiatives

• Organized SIP drive to promote wellness and healthy
living.

• Conducted Wellness Vista Run to encourage employees
to adopt a healthy lifestyle.

• Launched Kidney Health Awareness program to educate
employees.

• Offered Womantra financial planning workshops for
women.

• Developed comprehensive program for women’s health
& wellness.

• Conducted a webinar to educate employees about
cancer prevention & treatment.

• Organized Drum Circle activity to reduce stress and
promote team building.

• Hosted Health Carnival to promote health and wellness
through interactive exhibits and screenings.

• Raised awareness about heart health on World Heart
Day.

• Provided physiotherapy techniques to manage pain &
prevent injuries.

• Raised awareness about liver health on Liver’s Day.

• Conducted awareness session to educate employees
about infertility & IVF treatment.

• Conducted webinar to provide tips and resources for
positive parenting.

HEALTH SERvICES

• Provided access to doctor consultations for employees.

• Conducted health check-up program to provide regular
health screenings & assessments.

• Offered discounted wellness products to employees.

• Conducted oral cancer screening program to detect oral
cancer early.

• Provided personalized diet coaching and nutritionist
counseling.

employee recognition and appreciation

• Celebrated achievements of women at KPIT.

• Recognized and appreciated the hard work and
dedication of employees.

FITNESS AND SPORTS

• Organized sports activities to promote teamwork and
physical activity.

• Conducted Yoga & Zumba session to introduce young
professionals to benefits of exercise.

• Organized Stepathon Challenge to encourage employees
to prioritize physical health.

MENTAL HEALTH AND WELLNESS

• Conducted session to help employees manage stress &
promote mental clarity.

• Provided tools to manage anxiety and burnout through
the program.

• Conducted Sahaja Yoga Meditation Workshop to provide
holistic approach to managing stress.

• Organized Musical Mindfulness activity to promote
social connections & reduce stress.

• Offered regular Yoga Sessions to manage stress and
improve flexibility.

• Conducted session to provide holistic approach to
managing stress.

TECHNOLOGY ABSORPTiON

Throughout the year under review, several technological
improvement initiatives were implemented. These initiatives
enhanced the performance of systems and applications
while reducing costs.

iAAS CLOUD ADOPTiON FOR DR SETUP ERP &
HRMS SYSTEMS

To further reduce our dependency on factors that impact
the uptime and sustainability of critical applications, we
chose an Infrastructure as a Service (IaaS) cloud solution
for disaster recovery of our vital corporate applications. We
successfully implemented this solution. Some of the key
advantages of adopting an IaaS cloud solution include:

• cost savings: Instead of making significant upfront
investments in servers and other on-premises hardware,
cloud services can be utilized on a pay-per-use basis.
Additionally, features which enable us to quickly spin up
instances during disaster recovery drills, contributing
to cost reduction. Overall, it reduces IT support costs
as there is automated mechanism for ongoing upgrade,
and maintenance tasks.

• flexibility and scalability: Allows us to adjust computing
resources based on demand. We can increase or
decrease resources as needed without the immediate
investment in additional hardware.

• Accessibility: Public cloud providers have a global
network of data centres, allowing users to access cloud
resources from anywhere in the world, with low latency.

• high availability: Cloud providers offer high availability
and reliability with guaranteed uptime through
redundant systems across multiple data centres. This

means cloud resources are available even if one data
centre experiences an issue, ensuring uninterrupted
access.

• Security: Implemented next generation firewalls
to control incoming and outgoing traffic, and
published applications via web application firewalls.
Also implemented NACL to reduce attack surface.
Configured RBAC, encryption, MFA & security tools for
data protection.

ENHANcEMENTS TO BUSiNESS cONTiNUiTY
PLANNiNG (BCP) - ENABLiNG SECURED WFH

Given the continued operations in hybrid model, KPIT is
vigilant and working towards anticipating and planning for
various scenarios. The Business Continuity Planning team
will keep track, assess incidents and work with client teams
to build and execute specific plans.

OBJEcTivES Of BcP:

• Implementing a set of measures for avoiding possible
failures.

• Prioritization of Key services and providing for alternate
service delivery.

• Educating the users for their responsibility before,
during & after business interruptions.

• Providing an orderly and efficient transition from normal
to emergency condition and back to normal maintaining
consistency in action.

• Readiness for hybrid working.

• Uniform security checks / controls / policies for employees
working from home or office.

SOLUTiON: SECURE WORK FROM HOME (BCP)
ENABLEMENT

KPIT continues to have hybrid mode of working from home
and office, thereby providing flexible & continuity of business
operations. Considering secure & successful working from
home, IT solutions with highly trusted technologies, process
& people framework are implemented. The remote working
environment is further optimized by introducing multiple
security tools and controls to safeguard against modern
attack vectors.

Access to KPIT network over Next Generation Firewall & VPN:

• Secure Access through multifactor authentication
overactive directory credentials to ensure access by an
authorized individual only.

• Zero Trust Private Access: ZPA is the world’s most
deployed ZTNA platform, applying the principle of
least privilege to give users secure, direct connectivity

to private applications running on-premises or in the
public cloud while eliminating unauthorized access
and lateral movement, we have covered 100% of assets
under ZTNA.

• Posture assessment before granting access.

• Advanced patch management solutions.

• Virtual desktop infrastructure.

• Endpoint protection using multilayer endpoint protection
to detect and prohibit suspicious or malicious activity.

• Endpoint ATP uses advanced threat and anti-exploit
protection.

• Endpoint Device Data Loss Prevention for threat
monitoring, logging, and restriction on USB storage ports.

• Endpoint Device Data Loss Prevention.

• Data exchange over end-to-end encryption with IPSEC
tunnel from endpoint till secure gateway.

• SASE based Web-content filtering to protect against
web malware.

• Collaboration using Microsoft Teams and Cisco WebEx.

• Round the clock monitoring security events by dedicated
team of experts.

REMOTE wORKiNG ENviRONMENT

ENHANcEMENTS

During the year under review, the remote working

environment was further strengthened with the following

points:

• MFA (Multi Factor Authentication) enabled for published
applications.

• Deep packet inspection in effect for all the published
applications.

• Enhanced web content filtering solutions are deployed
to arrest new age threats.

• Remote security updates and patch management
deployment are further enhanced, covering all corporate
assets.

• Data Encryption enabled for all the critical end points.

• Capacity enhancements completed for additional
virtual desktops for rapidly growing development and
engineering teams.

process and policy controls FOR bcp

• Strict adherence to KPIT Information Security Policy.

• User acceptance of Work from Home undertaking.

• Re-iteration of individual roles and responsibilities by
Delivery Management.

• Setting up of BCP Command centre.

open-source platform enhancements

cloud Based Platform: As a part of our cloud adoption
journey, we are going to opt for a cloud-based resilient
container platform along with CI/CD pipelines for
applications deployment. Cloud-based platforms are highly
available, auto-scale & flexible. To cater for the need for
data services, we will deploy the highly available database
clusters of databases. We will migrate our HRMS applications
and its data with zero surprises from an on-premises
platform to cloud based resilient container platform. This
will help the organization to save considerably because of
auto scaling capabilities & flexibility. Introducing monitoring
& logging system for entire platform which will help us to
take proactive actions along with performance monitoring,
governance and cost optimization by doing resource
utilization analysis.

SOLUTiON AND TEcHNOLOGY DEPLOYED

Ai Adoption: We have deployed small-scale AI infrastructure
in KPIT’s on-premises data centre, ensuring full control
over its sensitive data. This on-premises setup eliminates
the need for employees to rely on internet-based cloud
resources, which can introduce latency.

Ai-Ready infrastructure: KPIT has successfully implemented
an AI-ready infrastructure, designed to support the
demanding requirements of AI workloads.

Scalable Power Solutions: The infrastructure is equipped
with scalable power systems to meet the high energy
demands of AI applications, ensuring uninterrupted
operations.

Efficient cooling systems: To manage the significant heat
generated by AI workloads, KPIT has integrated advanced
cooling technologies.

high Performance: The infrastructure supports high-
performance computing resources, enabling rapid
processing and analysis of large datasets.

Flexibility and Security: Designed to be flexible, the
infrastructure supports various AI tools and frameworks
while maintaining robust security measures to protect
sensitive data.

introduction of WiFi 6E: WiFi 6E can offer faster data
transfer speeds compared to previous WiFi versions with
support gigabit and multi-gigabit speeds, for high video
streaming.

introduction of Gen 4 ML-Powered NGFWs: Upto 5X threat
prevention performance, 3X the decryption performance
and 3-4x improvement in power.

Open-source VDi solutions: Considering expansion and future
requirements, we have opted open-source VDI solutions
in 2023 which offers significant cost savings compared to
proprietary alternatives without compromising features
and security. Leveraging open-source software, we can
avoid costly licensing fees and reduce overall infrastructure
expenses for Test and Training requirements. Looking at the
benefits, KPIT has increased open-source VDI by 50%.

With open-source VDI, we can easily scale our virtual
desktop infrastructure to accommodate changing business
requirements. Scalability of open-source solutions ensures
optimal resource utilization facilitating virtual desktops for a
large-scale training session or scale down resources during
periods of low activity.

We have opted for open-source software support, with
this support, we can maintain greater control over security
measures and ensure compliance with industry regulations
and data protection standards.

Implementing open-source VDI enables the on-demand
provisioning of virtual desktops for testing and training
purposes. Team members can quickly spin up virtual
environments tailored to their specific needs, enabling
efficient testing of software applications and seamless
delivery of training programs.

KPIT’s commitment to Sustainability: KPIT is proud to
announce its initiative to purchase equipment from Original
Equipment Manufacturers (OEMs) that are sustainability
certified. This decision aligns with our ongoing commitment
to environmental responsibility and sustainable practices.

KEY highlights

Sustainability Certification: By choosing sustainability-
certified equipment, KPIT ensures that the products meet
stringent environmental standards, reducing our carbon
footprint and promoting eco-friendly practices.

environmental Impact: This initiative supports our goal of
minimizing environmental impact by using energy-efficient
and environmentally friendly equipment.

corporate Responsibility: It reflects our dedication
to corporate social responsibility, demonstrating our
commitment to sustainable development and ethical
business practices.

Through this initiative, KPIT continues to lead by example
in fostering a sustainable future, reinforcing our vision of
creating a cleaner, smarter, and safer world.

virtual Platform for vehicle simulation & validation

One of the key challenges faced in ADAS and AD
development is Verification and Validation. Given the
safety- critical nature of ADAS/AD, it’s important to
ensure high levels of accuracy for this. This is where
Virtual Simulation for Validation comes into play.

Solution and Technology Deployed:

Deployed highly resilient container platform along with
distributed event streaming platform clusters with
Kerberos. The solution has a built-in load balancer for
optimum workload distribution. This platform contains
Jenkins for CI/CD which allows continues delivery cycle.

Smart campus Platform

KPIT has begun the Smart Campus initiative and rolled
out various “Smart Applications” for Employees. These
applications were aimed at changing the user experience
while optimizing the energy consumption. KPIT has
pursued this initiative further and taken it to the next
level by deploying “Smart Campus” platform and has
integrated fourteen different systems and sensor
driven devices that come under the aegis of Building
Management System (BMS). Traditionally, all these
BMS such as access control, CCTv, fire alarm system
and air-conditioning systems operate within their own
silos and use legacy (often proprietary) protocols.
The siloed approach leads to an absence of ability to
conduct common monitoring and controlling. In the
past year, we made significant strides in enhancing
operational efficiency and user experience through the
implementation of a state-of-the-art desk reservation
system and a comprehensive visitor management
system. These systems have not only streamlined the
booking and utilization of workspace resources but also
bolstered our campus security by providing a detailed,
real-time overview of visitor movements.

Solution and Technology Deployed:

KPIT has brought in a higher level of automation in all
these 14 systems by use of various control panels and
adaptors and has got them integrated to our platform.
This has enabled the Company to provide accurate
instantaneous reporting data of all these systems along
with control functionality in a single dashboard. We
are getting more visibility on electrical consumption
across floors buildings, with clarity on which system
is consuming how much electricity, how it can be
effectively optimized. Automation in various pumps and
Fan systems gives more operational efficiency for the
operations team and reduction in human errors along
with reduction in electrical usage. The operations team
is now better equipped to see all the systems on a
single dashboard.

• Hyper-converged Infrastructure

KPIT is an early adopter of Hyper-Converged
Infrastructure and has been reaping its benefits for
the last 4 years. In our pursuit of continual services
optimization, the Company has adopted Hyper-
Converged Infrastructure from the leading OEMs.

Scaling out HCI cluster is helping us to suffice dynamic
business requirements, quick customer on boarding &
on the fly resource upgradation for deployed workloads.
Inbuilt deduplication capabilities are helping us in
effective storage management.

Solution and Technology Deployed:

KPIT was looking for an agile solution which will help us
in making operations simpler, could be commissioned
much faster, could be scaled on demand and could
be effectively managed by skilling existing human
resources.

Hyper-Converged Infrastructure addressed these
issues. It combines storage, networking, and computing
resources into a single, integrated platform, allowing
for easier management and scalability. We could
implement a hyper-converged solution within a few
hours. Even achieving disaster recovery is much simpler
and it supports multi-hypervisor environments.

Over the period, KPIT IT has expanded the use of Hyper-
Converged Infrastructure (HCI) for running the critical
workload. As businesses continue to generate and rely
on more data than ever before, HCI is becoming an
increasingly de facto standard for data center expansion.

One of the main benefits of HCI is its ability to
scale quickly and easily. With traditional data center
infrastructure, adding new servers, storage arrays,
and network switches can be a time-consuming and
expensive process. With HCI, however, adding additional
resources is as simple as adding a new node to the
existing cluster. This allows us to quickly and easily
expand data center as the needs grow, without incurring
significant additional costs. Another advantage of HCI is
its simplified management interface. Instead of having
to manage multiple systems for storage, networking,
and computing, HCI provides a single interface for
managing all resources. This not only makes it easier
to manage the data center but also helps to reduce the
risk of errors and misconfigurations that can lead to
downtime and data loss. HCI has also helped to reduce
data center footprint and power consumption. Because
it integrates all resources into a single platform, there
is less hardware to manage, which leads to significant
cost savings on power and cooling. Currently, around
90% of the critical workload is running on the HCI
infrastructure.

The following environmental Returns are achieved:

Hyper-Converged Infrastructure has helped us in
saving power, cooling, and space by an additional 30%.
We could also optimize the asset ratio from 7 to 1 for
the same computer capacity in the datacenter. We
continued investing into this technology last year too
and the organization is reaping its benefits.

KPIT’s dHci Implementation Project:

We are pleased to announce the successful completion of
KPIT’s next-generation Hyper-Converged Infrastructure
(dHCI) project. This innovative approach to data center
management, introduced in mid-2023, has significantly
enhanced our operational efficiency and flexibility.

Key Benefits Realized:

Independent Scaling: Unlike traditional HCI, dHCI
allows us to scale computing and storage resources
independently, ensuring optimal resource allocation
based on workload demands.

enhanced flexibility: The ability to adjust resources as
needed has improved our responsiveness to changing
business requirements.

Efficient Resource utilization: By aligning resources
more closely with actual needs, we have achieved
better performance and cost-efficiency.

cost Savings: dHCI has lowered the 20% amount of
space and energy that data centers need. It combines
all resources into one platform, which reduces the
hardware to manage, and saves a lot of money on power
and cooling.

virtual Desktop environment

The latest version & enhanced capacity has been brought
to virtual desktop environment. Implementations to
make processes more efficient, increased automation,
security and deploy IT to make collaboration across
geographies easier. The Company has deployed the
most advanced technologies for its processes. These
deployments are scalable and future ready to support
changing work styles, information security criteria, and
the changing usage patterns of computing devices.

Solution: KPIT decided to shift from conventional
desktop technology to Virtual Desktop Interface (VDI).
The following operational aspects were considered
while implementing the VDI solution: delivery on
demand services for users, increase IT efficiency,
simplify management, and ensure software compliance.
Though KPIT was already evaluating a virtualization
solution that was deployed in a limited environment,
it had not explored the idea of transitioning the core

Note:

(i) In financials, the investment as at 31 March 2025 is shown at '' 449.81 million, which is net of derivative of '' 101.35 million.

Sr. No.	Name of the subsidiary	Nature of transaction	Duration	Rate of interest (%)	Amount (? in million)	Purpose
1	KPIT Technologies GmbH	Investment in subsidiary	N.A.	N.A.	925.00	Towards further acquisition of Technica Group.
2	N-Dream AG(i)	Investment in Associate Company	N.A.	N.A.	279.96	Towards additional investment of 12.99% stake in N-Dream AG.

ERP processes onto the virtualized environment but
had transitioned only the less critical ones. Taking a
step further toward optimizing energy requirement
and consumption, KPIT decided to increase use of
virtualization technology.

Solution and Technology Deployed: HCI (leading OEMs)
& VDI (thin client) based infrastructure platforms.

The following Environmental Returns were achieved
after deployment of VDI:

1. Energy savings: More than 60% reduction in energy
consumption was achieved by moving to the private
cloud platform (including new technologies like hyper
converged) with VDI as compared to using conventional
computers. Cisco Unified Computing System, which is
included as part of the private cloud platform, delivers
high memory capacity to support a large number of virtual
machines on each blade server, thus reducing the amount
of physical equipment to be powered and cooled. The
desktop computers that consume around 150 watts of
electricity, were replaced with very small devices called
thin clients that consume just 30 watts. This has resulted
in energy savings of approximately 3,00,000 units per year
amounting to 375 MT of Co2 emission.

2. Reduction in e-waste: Almost 90% reduction in
e-waste generation was achieved due to the increased
IT hardware refreshment cycle for desktops, laptops,
and workstations. The lifespan of the above-mentioned
hardware is about five years due to high resource
requirement, capacity, performance demand, and
due to newer operating systems, application software
and tools. Being a technology provider, it is extremely
important for us to update our IT hardware platform
and prepare it for the next generation development
tools. The thin client on the other hand has more than
eight years of lifespan. Till that time, it does not require
upgrades or replacement as all the resources such as
computing power, memory and disk space are accessed
through VDI setup hosted in the datacentre. Under this
infrastructure, we deployed 600 VDIs for the business
users.

3. Reduced iT Asset Ratio from 1.20:1 to 1.10:1: VDI

environment enables multiple users to access their
accounts using a single machine without compromising
on the security aspect. Before deploying the virtual
desktop environment, the asset-to-employee ratio was
1.20:1. This meant that much of the IT infrastructure was
underutilized and consumed more natural resources.
After the deployment of the Private Cloud platform
with VDI, the asset ratio has reduced to 1.10:1 thereby
reducing the computer hardware consumption by 10%.

4. Workplace utilization increased by 10%: The VDI

helped in improving the utilization and flexibility of IT
assets. Users can access their desktop, applications
and data from any location, without compromising
on the security of the system. In addition, employees
can connect to corporate resources using any of the
personal devices like iPads, Windows and Android based
mobiles, thus enabling Consumerization of IT. This has
led to workplace flexibility and optimal utilization of
workspaces.

5. reduction in travel across locations: KPIT has deployed
the best of the solutions such as Cisco Telepresence
(Audio/Video conference) & Microsoft Teams across
the offices and Cisco WebEx for better collaboration.
With these solutions, our users can have conference
meetings from anywhere and through any device.
Even our business reviews, recruitment and customer
meetings are conducted using these technologies. It
has been observed that overall business travel across
the globe has been reduced by 25%. As this is a unified
collaboration platform, end user productivity is also
substantially improved.

One KPiT experience for newly acquired entities:

Upon acquiring the new entity, KPIT IT could leverage its
experience and expertise to help integrate the new entity
into our operations smoothly. We provided guidance and
support based on our years of experience in the industry,
sharing the best practices and lessons learned to ensure
a successful transition. We also facilitated knowledge
collaboration sessions, where our team members shared
their knowledge and expertise with the newly acquired
entity’s SME team, helping both teams to gain a deeper
understanding of operations and processes. Through this
collaborative approach, we were able to foster a culture of
continuous learning and improvement, while also ensuring
a seamless integration of the newly acquired entity into our
organization. We continue sharing experience and supporting
the success of the newly acquired entities, and we look
forward to continued collaboration and growth in the future.

Key Objectives achieved -

1. One KPIT Experience.

2. Improved collaboration.

3. Effective project management.

4. Enhanced security for acquired entities.

5. Business continuity and disaster recovery.

6. Creating a global technology talent pool.

Research and Development (R&D) Activity

During the year under review, the Company has incurred
$ 12.91 million on R&D Expenditure. Further, the Company has
not claimed any weighted deduction under section 35(2AB)
of the Income Tax Act 1961 for in-house R&D expenditure,
as the same is not available with effect from April 1, 2020.

Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year have been
? 23,485.91 million (previous year ? 19,067.48 million) and
foreign exchange outgo (including imports) has been ?

PARTiCULARS OF CONTRACTS OR ARRANGEMENTS
WiTH RELATED PARTiES REFERRED TO iN SECTiON
188(1) of THE Act

Pursuant to the provisions of Section 134(3)(h) of the Act,
the particulars of contracts or arrangements with related
parties referred to in Section 188(1) of the Act and prescribed
in Form AOC-2 of Companies (Accounts) Rules, 2014, is
annexed to this Report as “Annexure 2”.

UPDATE ON MERGER & ACQUiSiTiON

FMS Future Mobility Solutions GmbH:

In FY 2023-24, the Company had acquired the balance
stake of 75% in FMS Future Mobility Solutions GmbH,
Germany (FMS) through KPIT Technologies GmbH, a wholly
owned step-down subsidiary of the Company. Pursuant
to this KPIT Technologies GmbH holds 100% stake in FMS.
FMS is engaged in Software and Feature Development in
Autonomous Driving, ADAS & Vehicle Safety and Integration
& Validation. The acquisition of FMS had added certain
unique proprietary offerings in the autonomous driving
domain. The partnership has improved KPIT access to one
strategic client with new offerings and strengthen KPIT
market presence in Germany. FMS Future Mobility Solutions
GmbH has merged with KPIT Technologies GmbH with effect

328.81 million (previous year ? 466.68 million).

PARTiCULARS OF LOANS, GUARANTEES OR
iNVESTMENTS uNDER section 186 oF The Act

Particulars of loans, guarantees or investments made during
the year under review, pursuant to the provisions of Section
186 of the Act are as below:

from August 28, 2024.
investment in N-Dream AG:

In FY 2023-24, the Company had entered into Shareholders’
Agreement, Share Purchase Agreement, and Investment
and Subscription Agreement for a strategic investment in
N-Dream AG (N-Dream). N-Dream AG is a Cloud based Game
Aggregation Platform company based in Switzerland. This
strategic investment in N-Dream AG is part of Company’s
roadmap to enable Automotive OEMs enhance the driver &
passenger experience in the Cockpit of the Future.

In FY 2023-24, the Company has done an initial strategic
investment of 13.01% stake in N-Dream for a total cash
consideration of EUR 3.00 million. Further, in accordance
with the agreements entered into, the Company has multiple
options to increase its shareholding over the period of next
4 years in a staggered manner. Pursuant to this, during
the current year, the Company has acquired an additional
12.99% stake in N-Dream for a cash consideration of EUR
3.00 million. With this additional share purchase, total
shareholding of the Company is 26.00% in N-Dream. The
Company continues to hold non-controlling equity holding
in N-Dream.

KPIT engineering Suarl:

During the year, the Company has acquired 100% stake in
KPIT engineering Suarl, Tunisia (KPIT Tunisia) through KPIT
Technologies GmbH, a wholly owned step-down subsidiary
of the Company for a cash consideration of EUR 5.00 million.
KPIT Tunisia operates as a nearshore development center,
primarily serving Technica Engineering GmbH, Germany,
its sole customer, a leading company in Automotive,
specializing in production-ready system prototyping
(combination of network system architecture, hardware
prototyping, integration), automotive ethernet products,
and tools for validation. Also, the cash consideration for
acquisition of this near shore entity in Tunisia, is a part of
the total consideration of EUR 110.00 million as per the Share
Purchase Agreement for Technica Group dated 21 September
2022 with the sellers. Technica Group consists of Technica
Engineering GmbH, Germany, Technica Electronics Barcelona
S.L., Spain, Technica Engineering Spain S.L., Spain, Technica
Engineering Inc, USA and KPIT engineering Suarl, Tunisia.

Caresoft:

The Company through its subsidiaries has acquired 100%
stake in Caresoft Global Technologies, Inc., United States
of America; Caresoft Engineering Services Limited, United
Kingdom; CAREGLOTECH de RL de CV, Mexico; and OXI
SRL, Italy. The Company acquired the carved-out Caresoft
Engineering solutions business globally which is primarily
focused on Off-highway, Truck and Bus segments and
Manufacturing Solutions.

As on March 31, 2025, KPIT’s consolidated financial

statements reflect healthy financial ratios without any
long-term borrowing. Over the years, KPIT has been growing
organically and inorganically with CAGR of 28.2%. All
previous acquisitions have been EPS accretive and KPIT has
funded those with internal accruals. In view of future plans
of the Company and to enable optimal financing structuring
to fulfill the long-term strategic business objectives, the
approval of Members was sought by way of Postal ballot,
which was completed on June 13, 2025, to increase the
limits of Investments/ Loans/ Guarantee/Security over and
above the limits prescribed under provisions of Section 186
and other applicable provisions, if any, of the Companies
Act, 2013. This approval to increase the above limits
for investment in future inorganic growth opportunities
including “Caresoft Entities”. The same shall be utilized
largely via internal accruals either directly through KPIT India
or Indirectly through its subsidiaries globally.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING The FINANcIAL Position of The

company

There have been no material changes and commitments
affecting the financial position of the Company which have

occurred between the end of the financial year to which the
financial statements relate and the date of this Report.

However, during FY 2025, several macroeconomic,
technological, and geopolitical developments are reshaping
the global mobility landscape and influencing the financial
and strategic decisions of our clients:

1. Geopolitical and Economic Uncertainties: Global
disruptions—including the Russia-Ukraine conflict,
U.S. election dynamics, and evolving trade policies—
have contributed to supply chain volatility, inflationary
pressures, and business planning uncertainty across
key automotive markets.

2. Tariff Wars and Trade Tensions: The resurgence of
tariff wars and protectionist trade policies-particularly
between major economies such as the U.S., China,
and the EU-is creating a highly uncertain global trade
environment. For automotive OEMs, this translates into
increased costs for imported components, disrupted
cross-border supply chains, and the need to reassess
global manufacturing footprints. Many OEMs are
adopting a cautious approach, delaying investment
decisions and re-evaluating sourcing strategies to
mitigate geopolitical risks. The uncertain outlook is
also prompting a shift toward regionalization of supply
chains and localized production to buffer against future
trade shocks.

3. Market contraction and Margin pressures: OEMs
and Tier-1 suppliers are facing reduced unit sales,
compressed margins, and shifting consumer demand.
This is prompting a strategic pivot toward productivity-
led innovation, platform consolidation, and more
selective investment in new programs.

4. cost pressures and inflation: Elevated material costs
and rising interest rates are increasing the total cost of
vehicle production and ownership. This is affecting both
consumer affordability and OEM profitability, requiring
sharper cost control and value engineering.

5. technological Disruption: The transition to electric,
software-defined, and connected vehicles continues
to drive significant investment in embedded systems,
cloud-native platforms, and domain controllers. The
ascent of Chinese OEMs in global markets brings new
dimension in this evolving industry landscape. Chinese
OEMs are resetting the benchmarks for speed, cost, and
customer-centric innovation, developing new vehicles
in half the time and one-third the cost of traditional
OEMs - inturn disrupting the whole industry.

6. increased productivity expectations: Automotive
clients are under pressure to “do more with less.”
Decision-making cycles are lengthening, but delivery

expectations remain aggressive. Budget optimizations,
discount pressures, and efficiency mandates are
reshaping program execution norms.

7. sustainability and Regulatory mandates: Growing
regulatory scrutiny on emissions, battery traceability,
and ESG disclosures is compelling OEMs to invest in
cleaner propulsion systems and transparent supply
chains, accelerating the push towards sustainable
mobility.

8. Artificial intelligence & genAI in mobility: AI and GenAI
are emerging as transformative forces in the automotive
domain. From autonomous driving algorithms and
predictive maintenance to generative design and
intelligent in-cabin experiences, AI is enabling smarter,
faster, and more efficient development cycles.

In this evolving industry landscape, the Company remains agile
and well-positioned. Through continued investments in new
technology offerings, talent, and focusing on trusted client
partnerships, we are supporting our clients’ transformation
agendas and driving long-term value creation.

significant and material orders

There are no significant and material orders passed by the
regulators or courts or tribunals impacting the going concern
status and Company’s operations in future.

ENTERPRISE RISK MANAGEMENT PoLICY

A policy to identify, assess, monitor and mitigate various
risks to key business objectives of the Company is in place.
Detailed information on Enterprise Risk Management is
included in this Annual report.

reporting of frauds by auditors

During the year under review, the auditors have not reported
to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed
against the Company by its officers or employees, the
details of which need to be mentioned in the Board’s report.

ANNUAL RETURN

The Annual Return of the Company for the financial year
2023-24 in Form MGT-7 and extract of Annual Return in Form
MGT-9 as on March 31, 2025, are available on the Company’s
website at http://www.kpit.com.

SECRETARIAL STANDARDS

The Company has adhered with all applicable secretarial
standards issued by the Institute of Company Secretaries
of India. For more details, please refer to the report on
Corporate Governance which is a part of the Annual Report.

responsibility statement of the board of

DIRECToRS

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
directors state that:

i) In the preparation of the annual accounts for the
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any.

ii) They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent to give a true and fair
view of the state of affairs of the Company as on March
31, 2025, and of the profit of the Company for the year
ended March 31, 2025.

iii) They have taken proper and sufficient care for
the maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.

iv) The annual financial statements have been prepared on
a going concern basis.

v) They have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively.

vi) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

ceo & cfo certification

Certificate by Mr. Kishor Patil, CEO & Managing Director and
Ms. Priyamvada Hardikar, Chief Financial Officer, pursuant
to the provisions of regulation 17(8) of the SEBI (LODR)
Regulations, 2015, for the year under review was placed
before the Board of Directors of the Company at its meeting
held on April 28, 2025.

A copy of such a certificate forms a part of the Report on
Corporate Governance.

cost records

The Company is not required to maintain cost records under
the provisions of Section 148(1) of the Companies Act, 2013.

directors & officers insurance policy

The Company has in place an insurance policy for its
Directors & Officers with a quantum and coverage as
approved by the Board.

ACKNOWLEDGMENTS

We take this opportunity to thank all the shareholders of the
Company for their continued support.

We thank our customers, vendors, investors and bankers for
their continued support during the year. We place on record
our appreciation of the contribution made by our employees
at all levels. Our consistent growth was made possible by
their hard work, solidarity, co-operation and support.

We further thank the governments of various countries where
we have our operations. We also thank the Government
of India, particularly the Ministry of Communication and

Information Technology, the Ministry of Commerce, the
Ministry of Finance, the Ministry of Corporate Affairs,
the Customs and Excise Departments, the Income
Tax Department, the Reserve Bank of India, the State
Governments, the Software Development Centers (SDCs)/
Special Economic Zones (SEZs) - Bengaluru, Pune and
all other government agencies for their support and look
forward for their continued support in future.

For and on behalf of Board of Directors
S. B. (Ravi) Pandit

Pune Chairman of the Board

April 28, 2025 DIN: 00075861

---

Mar 31, 2024

The Directors are pleased to present the Seventh Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2024.

PERFORMANCE OF THE COMPANY

(In million)

Particulars	Standalone 2023-24		| Consolidated 2023-24
	USD	INR	USD	INR
Revenue from operations	243.11	20,166.02	587.31	48,715.41
Profit before Tax (PBT)	52.81	4,380.47	96.50	8,004.39
Profit after Tax (PAT)	39.40	3,268.28	72.15	5,985.13

RESULT OF OPERATIONS

During the year under review, the total revenues from operations (consolidated) increased to '' 48,715.41 million (previous year '' 33,650.38 million), a growth of over 44.8 % of the previous year. Earnings before interest, tax, depreciation and amortization was '' 9,913.27 million on consolidated basis with growth of over 56 % over previous year. Profit after tax (consolidated) increased by 54.71 % to '' 5,985.13 million (previous year '' 3,868.63 million).

In US Dollar terms, revenues from operations for the year on a consolidated basis was $ 587.31 million as against $ 418.28 million for the previous year, a growth of 40.4%. Average realization rate was '' 82.95 per US Dollar.

Standalone sales for the financial year 2023-24 grew by 32.98 % to reach '' 20,166.02 million (previous year '' 15,164.29 million). Net profit after tax increased by 16.66% to '' 3,268.28 million (previous year ? 2,801.61 million).

DIVIDEND

The Board of Directors of the Company declared Interim Dividend of '' 2.10/- per equity share of face value of '' 10/- each (at 21%). The Board of Directors is pleased to recommend a final dividend of '' 4.60/- per equity share of face value of '' 10/- each (at 46%) on the paid-up equity share capital of the Company for the year under review. The total payout will amount to '' 1,837 million including dividend distribution tax.

The Company do not propose to transfer any amount to general reserve on declaration of dividend to the shareholders.

The Dividend Distribution Policy is uploaded on the website of the Company (https://www.kpit.com/investors/policies-reports-filings/).

AWARDS, RECOGNITION AND PARTNERSHIPS

• KPIT won the ET Energy hydrogen leadership Award,

2023- a category that recognizes an organisation that

has demonstrated outstanding efforts in advancing the use of Hydrogen as a clean and sustainable source.

• KPIT was awarded Silver at the Digital Impact Awards for Best Use of Existing Social media Platforms (Small Budget).

• KPIT was adjudged as the winner of the Overall Electric Vehicle Technology of the Year award from AutoTech Breakthrough awards.

• KPIT won NASScom Spotlight Innovation Award for

Ideation to Engineering Leadership for Hydrogen Fuel Cell Technology.

• KPIT was recognized with the Mahatma Award for CSR Excellence 2023.

• Our Chairman, Mr. S. B. (Ravi) Pandit, received the prestigious Mahatma Award 2023 for lifetime Achievement.

quality, productivity and innovation

Delivering Zero Defect is one of our key strategies to achieve our Mission of becoming a leading software integration partner in mobility. To achieve this objective of ensuring zero defect delivery to our customers, we had designed a comprehensive quality framework covering key initiatives in the areas of People, Process and Technology with a focus on improving performance at Project/Program level, Practice level and Unit level. Like every year, we took up key initiatives for the current year from this framework, put a detailed plan for each, defined processes keeping sustenance and scalability in mind, improved it through pilots and then deployed across all projects through rigorous tracking. Initiatives that were deployed during the previous year were sustained through strong governance.

There is continuous focus on achieving First Time Right mindset, which in turn will result in improving Zero Defect Delivery to our Customers. We improved our measurement mechanism on ‘First Time Right’ and ‘Zero Defect Delivery’. We improved our Katapult framework that was deployed for

measuring quality of code and test. We improved coverage on this. This resulted in significant benefits to customer in terms of achieving product quality on a continuous basis. On project productivity, we defined size measures for major category of projects and brought in systems and measurement mechanism. We have put in individual productivity measurement in place on few projects as pilot and have a plan to scale it up.

We adopt continuous improvement as a strategy to achieve efficiency in our processes and to keep pace with new trends. These improvements come through learnings in the projects, feedback from customers and ideas from the employees. During the year, we started working on improving our capability on Agile. On this journey, we engaged a senior consultant from the industry, who is part of working group on Agile SPICE and an iNTACS certified principal assessor on SPICE and ASPICE. We enhanced our processes for Agile implementation and the next step is to deploy across projects. Some work is done on Cybersecurity and the next plan is to complete definition and deploy on applicable projects and go for certification.

A new system was developed for competency management by integrating different tools. During the year, all the projects migrated to this new system. This helps in getting a heatmap on skill gaps at project, practice and individual level, and plan improvement actions. We also defined a single number to measure competency at project level, which can be aggregated at practice, account and unit level and track improvement with a goal month on month. Overall, this system helps in tracking improvement in competency at individual level, project level and practice level, thereby resulting better quality output to our customers.

To sustain quality with our scalability, there is more dependence on our tools, and systems. In this direction, we took up many other automations during the year and the complete focus was on system driven approach. These automations combined with process locks in the system and visual dashboards, helped us in ensuring uniform implementation across projects, having better visibility on status, and driving the rigor on quality to achieve our goal of zero-defect delivery.

As a result of all these initiatives, we could achieve and exceed our goal on CSAT rating from customer with a consistent higher coverage in all quarters during the year. We could also achieve downward trend on high-risk projects. While we continue to sharpen our quality focus through internal initiatives, our commitment to quality is ratified by our consistent endeavour in certifying ourselves to the best standards in the industry. We are gearing ourselves to achieve certification on ISO21434 Cybersecurity in coming year. We continue to maintain our quality certifications on Automotive SPICE and ISO 9001.

SHARE CAPITAL

The issued, subscribed, and paid-up capital of the Company as on March 31, 2024, is ? 2,741.43 million consisting of 274,143,808 equity shares of ? 10/- each.

INSTITUTIONAL SHAREHOLDING

As on March 31, 2024, the total institutional shareholding in the Company is 37.98 % of the total share capital.

ICRA RATINGS

ICRA has assigned the (ICRA) A1 as short-term rating and (ICRA) AA with the “Stable” outlook as the Long-term rating.

INFORMATION ABOUT THE SUBSIDIARY & ASSOCIATE COMPANIES

As on March 31, 2024, the Company has 22 subsidiaries and 1 associate Company.

In accordance with Section 129(3) of the Companies Act, 2013, (hereinafter referred to as “the Act”) the Company has prepared consolidated financial statements of the Company and all its subsidiaries & associate company, which forms a part of the Annual Report. A statement containing salient features of the financial statements of the subsidiaries & associate company in Form AOC-1 is annexed to this Report as “Annexure 1”.

In accordance with Section 136(1) of the Act, the Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto have been placed on the website of the Company, www.kpit.com.

Ministry of Corporate Affairs (MCA), vide General Circular dated September 25, 2023 has allowed the companies to conduct Annual General Meeting (AGM) through VC / OAVM on or before September 30, 2024, without the physical presence of the Members at a common venue. Accordingly, the AGM of the Company is being held through VC/OAVM.

Further, MCA vide its General Circular dated September 25, 2023 & SEBI vide its circular dated October 07, 2023 read with its Master Circular dated July 11, 2023 has extended relaxations from dispatching physical copies of annual report to the shareholders, for the AGMs conducted till September 30, 2024. However, Companies are required to send hard copy of full annual reports to those shareholders who request for the same. The members interested in obtaining a soft copy of the audited annual accounts of the Company and its subsidiary companies may visit investor section on website of the Company www.kpit.com.

DIRECTORS

Pursuant to the provisions of Section 152 of the Companies Act 2013, Mr. S. B. (Ravi) Pandit and Mr. Sachin Tikekar retire by rotation at the ensuing AGM and, being eligible, offer themselves for reappointment.

According to the provisions of Regulation 17 (1A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI (LODR) Regulations, 2015], the Board at its meeting held on April 29, 2024, pursuant to the recommendation of Nomination and Remuneration (HR) Committee, continued the appointment of Mr. S. B. (Ravi) Pandit as Non-Executive Director, liable to retire by rotation on account of his attaining the age of 75 years (Date of Birth: March 29, 1950) subject to approval of the shareholders in the ensuing AGM.

Dr. Nickhil Jakatdar completed his term as an Independent Director of the Company w.e.f. January 15, 2024, end of business hours and consequently ceased to be a Director of the Company with effect from the end of business hours of said date.

During the year under review, the members of the Company had approved the following appointments at the AGM held on August 29, 2023.

Mr. Anant Talaulicar has been re-appointed as Independent Director for a second term of five years upto January 15, 2029. Prof. Alberto Luigi Sangiovanni Vincentelli has been re-appointed as Independent Director for a second term of three years upto January 15, 2027. Mr. B V R Subbu has been re-appointed as Independent Director for a second term of two years upto January 15, 2026. Mr. Srinath Batni has been appointed as Independent Director for a first term of five years upto July 24, 2028.

Mr. Kishor Patil has been re-appointed as Chief Executive Officer (CEO) and Managing Director of the Company for a further period of five years upto January 15, 2029. Mr. Sachin Tikekar has been re-appointed as Joint Managing Director (Whole-time) of the Company for a further period of five years upto January 15, 2029.

INDEPENDENCE OF THE BOARD

The Board of Directors of the Company comprises of an optimum number of Independent Directors. In the opinion of the Board, the independent directors possess integrity, expertise, and experience (including proficiency). Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and Section 149(6) of the Act:

1. Mr. Anant Talaulicar

2. Mr. B V R Subbu

3. Prof. Alberto Sangiovanni Vincentelli

4. Ms. Bhavna Doshi

5. Prof. Rajiv Lal

6. Mr. Srinath Batni

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:

1. Mr. Kishor Patil - Chief Executive Officer (CEO) and Managing Director.

2. Ms. Priyamvada Hardikar - Chief Financial Officer.

3. Ms. Nida Deshpande - Company Secretary.

BOARD EVALUATION

As a part of the annual board evaluation, detailed questionnaires were circulated to all the Directors. On the basis of responses received on these questionnaires, the Chairman of the Board and the Chairman of the Nomination and Remuneration (HR) Committee evaluated the Board’s performance and that of its committees. The Board also conducted evaluation of independent directors which included performance of directors and fulfilment of criteria as specified in Regulation 17 (10) of SEBI (LODR) Regulations, 2015, and their independence from the management, where the independent directors did not participate. For more details, please refer the Report on Corporate Governance which forms a part of this Annual Report.

BOARD MEETINGS

Five meetings of the board of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms a part of this Annual Report.

committees of board

The details regarding the Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

company’s policy on directors’

APPOINTMENT AND cOMPENSATION

The Nomination and Remuneration Policy of the Company provides for the roles and responsibilities of the Nomination and Remuneration (HR) Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further, as per the policy, the said Committee shall identify potential candidates with integrity, possessing relevant skill set, expertise and experience for becoming members of the Board and determining the composition of the Board based on the need and requirements of the Company from time to time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the Company and ensure the compensation packages and other human resource practices are effective in maintaining a competent workforce and make recommendations relating thereto.

Pursuant to the provisions of Section 134(3)(e) of the Act, the said policy of the Company on the appointment and compensation of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on Company’s website at the link: https://www. kpit.com/investors/policies-reports-filings/

COMMITTEE RECOMMENDATIONS

During the year, all the recommendations of the Audit Committee, Nomination and Remuneration (HR) Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee and Enterprise Risk Management Committee were accepted by the Board. The composition of the Committees is as mentioned in the Report on Corporate Governance, which forms a part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

KPIT has always been a socially responsible organization while creating a significant impact through its focus areas of Education, Energy and Environment, driving them primarily through Employee Engagement at the core of all the focus areas.

Our commitment stays and is demonstrated across every region and every location where KPIT is present worldwide.

Our employees and their families continued their participation in various CSR activities to create and contribute towards a cleaner, smarter, and safer world.

The Company had constituted a Corporate Social Responsibility (CSR) Committee and has framed the Policy on Corporate Social Responsibility as per the provisions of section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy including annual action plan is available on Company’s website at the link: https://www.kpit.com/investors/ policies-reports-filings/ The Report on CSR activities of the Company for FY 2023-24 is annexed to this Report as “Annexure 5”.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a vigil mechanism/whistle blower policy as per Regulation 22 of the SEBI (LODR) Regulations, 2015 to report the genuine concerns about the Company. The details of the same are explained in the Report on Corporate Governance. The Policy on Vigil Mechanism & whistle blower may be accessed on the Company’s website at the link: https://www.kpit.com/investors/policies-reports-filings/.

AUDITORS

M/s. BSR & Co. LLP, Chartered Accountants (ICAI Firm’s Registration No. 101248W/W-100022) (“BSR”) were re

appointed as the Statutory Auditors of the Company in the

AGM held on August 29, 2023, for a period of five years to hold office up to the conclusion of AGM to be held in the year 2028.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditor’s report does not contain any qualification, reservation, or adverse remark. The Statutory Auditor’s report for the year under review is annexed to the financial statements.

The Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, as the Secretarial Auditor to conduct audit for the year under review. The Secretarial Auditor’s report for the year under review is annexed to this Report as “Annexure 6”. The Auditor’s report does not contain any qualification, reservation, or adverse remark.

internal control systems and adequacy OF internal financial CONTROLS

The internal control systems of the Company are adequate considering the nature of its business, size, and complexity. The Statutory Auditors of the Company have expressed their opinion on the adequacy of internal financial controls with reference to financial statements for the year under review and the operating effectiveness of such controls.

CORPORATE GOvERNANCE

A separate section on Corporate Governance forms a part of this Report. The Auditors’ Certificate in respect of compliance with the provisions regarding Corporate Governance, forms a part of this Annual Report, as required under the SEBI (LODR) Regulations, 2015.

management DISCUSSION AND ANALYSIS

A Management Discussion and Analysis Report giving detailed information on the operations, performance and outlook of the Company and its business forms a part of this Report.

PARTICULARS OF EMPLOYEES

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration not less than ? 1 crore 2 lakhs and other employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as “Annexure 3 A”. Further the employees who were employed for a part of the financial year and received remuneration not less than ? 8.5 lakh per month under the said Rule forms part of this Report. However, pursuant to first proviso to Section 136(1) of the Act, this report is being sent to the Shareholders excluding the aforesaid information. The said information is available for inspection. Any shareholder interested in obtaining said information may write to the Company at [e-mail].

The ratio of the remuneration of each director to the median employee’s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as “Annexure 3 B”.

EMPLOYEES STOCK OPTION SCHEMES

The Company has Employees Stock Option Plans which are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SBEB Regulations”).

• KPIT Technologies Limited - Employee Stock Option Plan 2019A

• KPIT Technologies Limited - Restricted Stock Unit Plan 2022.

• KPIT Technologies Limited - Employee Stock Option Plan 2019

(During FY 2023-24, all the options under the said scheme are utilized. Accordingly, the scheme stands closed.)

In compliance with Regulation 14 of SBEB Regulations, the information relating to the said plans is annexed to this Report as “Annexure 4” and the same is available on Company’s website at the link: https://www.kpit.com/ investors/corporate-governance/

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTiON, PROHiBiTiON AND REDRESSAL) ACT, 2013

The Company has a policy on prevention of sexual harassment at workplace and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment.

The Company takes various measures to create awareness amongst employees such as sending emails/ communications, conducting awareness sessions and deploying e-learning module etc. for prevention of sexual harassment of women at workplace.

During the year under review, Nil cases were reported with the POSH committee. There were no complaints pending as on March 31, 2024.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY And Bankruptcy cODE, 2016

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2023-24.

DETAILS Of Difference BETwEEN Amount Of the valuation DONE AT The Time Of One-Time SETTLEMENT AND The vALUATION DONE wHILE Taking LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG wITH THE REASONS THEREOF

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2023-24.

DEPOSITS

The Company has neither accepted any deposits from the public nor accepted any amounts which are deemed to be deposits within the meaning of sections 73 to 76 of the Companies Act, 2013 (as amended) and the rules made thereunder, to the extent applicable.

INFORMATION ON CONSERvATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN exchange EARNINGS AND OUTGO STIPULATED uNDER sEcTiON 134(3)(M) OF THE AcT, READ WITH RuLE 8 OF THE companies (Accounts) RuLEs, 2014

CONSERvATION OF ENERGY

Energy conservation has long been a core priority for KPIT. As part of our dedication to sustainability, we are pleased to announce that we have transitioned to sourcing 100% Green Electrical Energy for our offices in Bangalore and Munich, Germany. In addition to leveraging solar energy, we have also undertaken measures to incorporate green energy for the remaining energy consumption at our Pune office.

The HVAC and IT equipment collectively account for approximately 75% of energy consumption. Therefore, our focus has been on optimizing HVAC operations to enhance efficiency. The utilization of an efficient HVAC Variable Refrigerant Flow (VRF) system provides heightened efficiency and flexibility, allowing for precise control over smaller areas in accordance with operational needs. Various practices have been implemented, such as adjusting AC temperature settings, monitoring AC systems based on occupancy, seasonal adjustments to AC temperatures, and shutting down unused lights and equipment on respective floors, all of which are rigorously monitored and enforced. Also implementing regular checks to power down monitors and machinery during non-operational hours and weekends to reduce IT equipment power consumption.

The combined parking and rooftop solar infrastructure generate approximately 12.0 million units annually, equating

to 45% of our total energy consumption for Pune facility. This provision addresses approximately 80% of our daytime energy needs. The solar-powered parking facility serves the dual purpose of generating renewable energy and mitigating concerns associated with vehicle heating during summer months, while the rooftop installation diminishes heat transfer to upper floors. This significant investment in energy conservation by the company is anticipated to yield annual savings of approximately ? 70.0 million.

GREEN INITIATIVES

During the year under review, KPIT maintained its steadfast commitment to environmental sustainability by expanding greenery across approximately 1 acre of land. This initiative involved the plantation of 242 native trees, 7750 shrubs, and 6375 flowering plants, albeit resulting in increased freshwater demands. Additionally, we established a “Shet tale” (field pond) with a storage capacity of 1.50 lakh liters, intended for summer irrigation to sustain plant life.

Further the following initiatives were undertaken at the Company level to create awareness about importance of environmental protection and reducing pollution:

ENVIRONMENT MONTH AT KPIT

Since a decade, KPIT CSR remained committed to our promise of a cleaner world by observing the environment month every year in June. This year, the CSR team organized a range of initiatives to foster environmental sustainability and enhance awareness of environmental concerns among employees and their families. The response from participants was exceptionally positive, reflecting a collective commitment to environmental stewardship which helped in promoting eco-friendly behaviors.

TALK ON TOXIN-FREE LIFESTYLE

Shailaja Deshpande, the founder of Jeevitnadi-Living River Foundation, Pune-based NGO (Non-Government Organization), delivered an insightful talk on “Toxin free Lifestyle”. During her talk she shed light on the hazardous chemicals commonly used in our daily lives, their detrimental impact on our river ecosystems, and ultimately, our health.

She also provided valuable suggestions and solutions for adopting a toxin-free lifestyle.

talk on waste management

Dr. Sanjay K. Gupta’s “Waste Management” talk provided a crucial insight into tackling the global waste crisis. With expertise spanning over two decades, Dr. Gupta highlighted the importance of individual responsibility and collaborative efforts in waste management. Attendees benefited from a deeper understanding of waste management.

talk on individual carbon footprint calculator

We organized an Awareness Talk on “Individual Carbon Footprint Measurement” by Dr. Priyadarshini Karve to empower KPITians with knowledge and feasible actions to minimize their individual carbon footprint. Dr. Karve emphasized on Environmental issues & our preparedness for climate-ready lifestyle. She also introduced an individual Carbon footprint calculator during the session.

With the insights from this talk, we are encouraging all the new joiners to calculate their Individual Carbon Footprints during the onboarding process.

river cleaning activity, PUNE

KPITians from the Pune office participated in the on-going Mutha river cleaning activity at Aundh in association with our NGO partner, Jeevitnadi - Living River Foundation. It was an early morning activity with a lot of Challenging but satisfying work. Volunteers cleaned the riverbank, collected, and segregated garbage. Also, they indulged in bird watching and observed nature to the fullest.

awareness on impact of plastic usage,

BENGALURU

A team of KPITians dedicated their time to volunteer at Bannerghatta National Park, raising awareness about the harmful impact of plastic usage. This initiative was conducted in partnership with the local NGO, Saahas. The volunteers conducted environment related games/quiz to educate the park visitors on the consequences of plastic consumption. Additionally, they encouraged individuals to take a pledge to refrain from using plastic.

MANURING TREES, BENGALURU

KPIT CSR team engaged KPITians in manuring trees at Bannerghatta Forest in partnership with A Rocha India (Bengaluru based NGO).

Volunteers nurtured the soil for optimal growth of trees. This activity provided valuable insights and developed a deeper connection to nature, fostering a commitment to environmental conservation.

AFFoRESTATIoN: PLANTATioN AND NURTURING TREES

FOREST CONSERVATION AT KOYNA-CHANDOLI coRRIDoR, PUNE

In continuation of a decade long afforestation efforts at Koyna-Chandoli corridor we planted 2000 more trees

this year. It has brought the cumulative count to 52,900 trees across 252 acres, with an impressive survival rate of 80 percent. This project of afforestation is jointly conducted with the Wildlife Research & Conservation Society (WRCS).

Various project teams volunteered in the tree plantation and yearlong maintenance activities. This also fostered stronger bonding among team members and a deeper connection with nature.

TREE PLANTATiON AT THE 14 TREES FOUNDATiON VETALE VILLAGE, PUNE

Since 2019, with an ambitious goal of converting barren land into forests at 14TF Vetale site, Pune, cumulatively we have planted 1,964 saplings which includes 660 saplings from this year with an impressive survival rate of 99 percent.

KPIT has collaborated with 14 Trees Foundation (14TF), an NGO based in Pune for establishing sustainable ecosystem in villages nearby Narayangaon, Rajgurunagar with planting Native species such as mango, banyan, neem, jamun, and umber etc.

KPIT volunteers were engaged in Making Sapling Bags, Plantation, Watering the Plants, Labeling, Geo-Tagging etc. during their visits on the weekends.

This project also being instrumental in generating employment opportunities for residents.

e-waste awareness, collection &

MANAGEMENTWITH CUMMINS INDIA FOUNDATION, PUNE

To tackle the problem of E-waste management in Pune, this year KPIT has collaborated with Cummins India Foundation, Poornam Ecovision Foundation, and Janwani (Pune-based NGOs).

This project is aimed at collecting and processing 200 tons of e-waste from Pune City.

To achieve this goal, we have established the awareness & collection system in various residential societies, schools and other social organizations. (Eg. Permanent e waste collection Centers, Weekly Centers, Mini mega Drives)

Apart from this, we organized two Mega drives where 53 tons of e-waste was collected from 700 centers across Pune City.

This project has successfully collected & processed over 107.91 tons of e-waste through various methods.

KPIT employees have contributed to this project by donating their e-waste and volunteering at e-waste collection centers during Mega drives.

Out of the collected e-waste, our partner NGOs have refurbished over 23 laptops & computers and donated to the underprivileged schools/students.

The rest of the e-waste was handed over to authorized e-waste recyclers for scientific disposal.

Best Out of E-waste Competition (BOEC)

Under the E waste management project, we worked with 79 schools in Pune and created awareness on E-Waste and plastic waste through 4R (Reduce, Reuse, Recycle and Recover) approach of waste management.

To celebrate the ‘cleanliness week’ in Pune we organized a Best Out of E-waste Competition (BOEC) for students from the above-mentioned schools.

338 students from 53 schools participated in this competition and submitted 232 creative projects that were made of waste material. Based on creative ideas and usage of the waste material, 12 projects were awarded as the best projects.

A group of KPITians volunteered as a part of jury panel and evaluated the projects.

vanarai bandhara (bund) construction

The KPIT CSR team collaborated with Jnana Prabodhini (a Pune-based NGO) to address the water scarcity issues in rural areas of Pune by constructing Vanarai Bandhara, a type of bund designed for water storage.

KPIT employees volunteered with their time and efforts to construct two bunds in Nalwat village, Taluka velha. These structures have facilitated the storage of over four lakh liters of water, significantly contributing to the recharge of water sources in the village.

Additionally, these reservoirs act as important sources of water for livestock and domestic animals till monsoon arrives.

These activities witnessed the perfect spirit of teamwork for teams to come together and help change our rural villager’s life for the better. These activities also gave an opportunity to the volunteers to experience rural life.

inauguration of drinking water well at dhanagar vasti, malegaon, MULSHI PUNE

As part of KPIT’s water conservation efforts through mass volunteering, KPIT collaborated with the local community to build a new drinking water well in Dhangar Vasti, Malegaon, in Pune.

This initiative aims to address the shortage of drinking water during dry months when the nearby natural spring runs low.

This project involved a unique partnership between KPIT, Jnana Prabodhini (Pune based NGO) who provided valuable guidance and the villagers who contributed both financially & through manual labor.

The well was constructed on the land of a generous donor, Shri. Devidas Hanmagar, measuring 30 feet deep and 30 feet in diameter, with a water holding capacity of 9 lack liters.

The well was formally inaugurated and handed over to villagers by Mr. Pushpahas Joshi, Business Leader, KPIT. This is the Sixth well that KPIT has built successfully in last Six years.

This joint effort will reduce the dependency on external water in future for more than 500 villagers.

Eco-FRiENDLY GANEsHA MAKiNG Workshop

In the fourth year of this initiative, the KPIT CSR team organized yet another eco-friendly Ganesha making workshop, to cultivate the habit of celebrating festivals in a sustainable way.

This year’s workshop facilitated participants in crafting beautiful idols using entirely eco-friendly materials.

ECO-FRiENDLY Mela, puNE

In Pune, the KPIT CSR team empowers various NGOs by frequently organizing the stalls to showcase their products. This initiative not only supports the NGOs but also gives an opportunity to our employees to purchase and utilize ecofriendly and sustainable products.

occupational health and safety assessment sERiEs (OHSAS)

¦ Employee Well-being Focus:

• Proactive approach to health and life enrichment under OHSAS (Occupational Health and Safety Assessment Series) standards.

• Aimed at increasing awareness, promoting good health, reducing stress levels, and ensuring safe work environment.

¦ In-house Support Services:

• In-house doctors, counselors, and dieticians available to assist employees in leading healthy lives.

¦ celebratory Events:

• International Yoga Day celebrations on 21^st June featuring various sessions such as Yoga and meditation to relieve stress, Desk Yoga, Face Yoga, and encouragement for daily practice.

• Health Checkups, Virtual Wellness sessions, and engagement activities on Women’s Day.

¦ Family Engagement:

• Family overnight stays at KPIT’s Pune, Phase 3

Campus, known as “The Light Touch.”

• Inviting employees’ family and friends to Phase 3, Pune for recreational activities on Saturdays.

¦ Recreational Activities:

• Participation in various intercompany cricket tournaments.

• On-premise recreation facilities available for employees.

¦ wellness Programs:

• “The Healthy Lifestyle” program spanning three months aimed at building healthy habits.

• Season-specific Health Webinars such as “Beat the Heat” and “Monsoon-related health issues.”

• Webinars focusing on Mental & Emotional Health.

• Unique Musical Wellness sessions emphasizing the healing power of music.

• Health Carnival featuring various health-related activities.

¦ Educational webinars:

• Various wellness initiatives including webinars on “World Heart Day,” “Diet and Nutrition,” “Cervical Cancer,” and “Know your Bone Health.”

¦ Telemedicine Services:

• 24x7 Online doctor consultation services.

• Introduction of 24x7 Telemedicine for employee health needs.

¦ Fitness challenges:

• KPIT Stepathon Challenge encouraging physical activity and fitness.

¦ women’s Day Initiatives:

• Health Camp and special webinars organized for Women’s Day.

¦ community Engagement:

• Participation in the Pashan Lake Half Marathon.

technology absorption

During the year under review, multiple technological

improvement initiatives were rolled out. These initiatives

helped to improve the systems and applications performance

and reduction of cost.

IAAS cLoUD ADoPTioN FoR DR SETUP

To reduce further the dependency on the factors impacting critical applications uptime and sustainability, we are opting for Infrastructure as A Service (IAAS) cloud offering for critical corporate applications disaster recovery. Some of the key advantages of IAAS Cloud adoption are -

¦ Cost savings: Cloud adoption will help in optimizing costs by reducing the need for physical hardware and infrastructure. Instead of investing in servers and other hardware on-premises, KPIT can use cloud services on a pay-per-use basis. This means that we only pay for what we use, rather than investing in DR hardware upfront. Also we are in process of making infra deployment by doing automation so that instances can spin up during disaster recovery drills & actual disaster which will help us further to reduce the cost.

¦ Flexibility and scalability: Cloud adoption provides flexibility and scalability to expand or contract computing resources as needed. We can adjust the resources to meet changing demands of workload without having to invest in additional hardware immediately. Which is helping us to scale-up & scale-down resources automatically as per demand.

¦ Accessibility: Cloud adoption enables users to access data and applications from anywhere with an internet connection.

¦ High availability: Cloud providers offer high availability and reliability, with guaranteed uptime and multiple data centres across different geographic regions. This ensures that a business’s disaster recovery environment will be available and accessible round the clock in the event of a disaster.

ENHANCEMENTS TO BUSINESS CONTINUITY PLANNiNG (BCP) - ENABLiNG SECURED WFH

Given the continued operations in hybrid model, KPIT is vigilant and working towards anticipating and planning for various scenarios. The Business Continuity Planning team will keep track, assess incidents and work with client teams to build and execute specific plans.

objectives of BcP:

¦ Implementing a set of measures for avoiding possible failures.

¦ Prioritization of Key services and providing for alternate service delivery.

¦ Educating the users of their responsibility before, during and after business interruptions.

¦ Providing an orderly and efficient transition from normal to emergency condition and back to normal maintaining consistency in action.

¦ Readiness for hybrid working:

¦ Uniform security checks / controls / policies for employees working from home or office.

SOLUTiON: SECURE WORK FROM HOME (BCP)

enablement

KPIT continues to have hybrid mode of working from home and office, thereby providing flexible & continuity of business operations. Considering secure & successful working from home, IT solutions with highly trusted technologies, process & people framework is implemented. Remote working environment is further optimized by introducing multiple security tools and controls to safeguard against modern attack vectors.

ACCESS To KPIT NETwoRK ovER NExT generation firewall & vPN:

¦ Secure Access through multifactor authentication overactive directory credentials to ensure access by an authorized individual only.

¦ Zero Trust Private Access: ZPA is the world’s most deployed ZTNA platform, applying the principle of least privilege to give users secure, direct connectivity to private applications running on-premises or in the public cloud while eliminating unauthorized access and lateral movement

¦ Posture assessment before granting access.

¦ Advanced patch management solutions

¦ Virtual desktop infrastructure.

¦ Endpoint protection using multilayer endpoint protection to detect and prohibit suspicious or malicious activity.

¦ Endpoint ATP uses advance threat and anti-exploit protection.

¦ Endpoint Device Data Loss Prevention for threat monitoring, logging, and restriction on USB storage ports.

¦ Endpoint Device Data Loss Prevention

¦ Data exchange over end-to-end encryption with IPSEC tunnel from endpoint till secure gateway.

¦ SASE based Web-content filtering to protect against web malware.

¦ Collaboration using Microsoft Teams, Cisco WebEx.

¦ Round the clock monitoring of security events by dedicated team of experts.

remote working environment

ENHANCEMENTS

During the year under review, remote working environment was further strengthened with below points:

¦ MFA (Multi Factor Authentication) enabled for published applications.

¦ Deep packet inspection in effect for all the published applications.

¦ Enhanced web content filtering solution deployed to arrest new age threats.

¦ Remote security updates and patch management deployment further enhanced covering all corporate assets.

¦ Data Encryption enabled for all the critical end points.

¦ Capacity enhancements completed for additional virtual desktops for rapidly growing development and engineering teams.

PROCESS AND POLICY CONTROLS FOR BCP:

¦ Strict adherence to KPIT Information Security Policy.

¦ User acceptance of Work from Home undertaking.

¦ Re-iteration of individual roles and responsibilities by Delivery Management.

¦ Setting up of BCP Command centre.

OPEN-SOURCE PLATFORM ENHANCEMENTS

During the year under review, KPIT has further enhanced a state-of-the-art open-source platform to cater to all the CI/CD pipelines. It is based on leading containerisation workload management platform and it is architecturally highly available, auto scalable Open Source Platform for Digital Technologies. To cater to the need of data services, we deployed highly available database clusters of databases. With zero surprises, all the corporate applications and data are migrated from an Enterprise Platform to new Opensource Platform. This helped the organization to save considerable yearly subscription cost. Introducing monitoring & logging system for entire platform which will help us to take proactive actions along with performance monitoring & governance.

SOLUTION AND TECHNOLOGY DEPLOYED:

Considering expansion and future requirements we have opted Open-source VDI solutions which offers significant cost savings compared to proprietary alternatives without compromising features and security. By leveraging open-source software, we can avoid costly licensing fees and reduce overall infrastructure expenses for Test and Training requirements.

With open-source VDI, we can easily scale our virtual desktop infrastructure to accommodate changing business requirements. Scalability of open-source solutions ensures optimal resource utilization facilitating virtual desktops for a

large-scale training session or scale down resources during periods of low activity.

We have opted for Open-source software support, with this support, we can maintain greater control over security measures and ensure compliance with industry regulations and data protection standards.

Implementing open-source VDI is the ability to provision virtual desktops on-demand for testing and training purposes. Team members can quickly spin up virtual environments tailored to their specific needs, enabling efficient testing of software applications and seamless delivery of training programs.

• Virtual Platform for Vehicle simulation & Validation

One of the key challenges faced in ADAS and AD development is Verification and Validation. Given the safety- critical nature of ADAS/AD, it’s important to ensure high levels of accuracy for this. This is where Virtual Simulation for Validation comes into play.

Solution and Technology deployed:

Deployed highly resilient container platform along with distributed event streaming platform clusters with Kerberos. The solution has a built-in load balancer for optimum workload distribution. This platform contains Jenkins for CI/CD which allows continues delivery cycle.

• smart campus platform

KPIT has begun the Smart Campus initiative and rolled out various “Smart Applications” for Employees. These applications were aimed at changing the user experience while optimizing the energy consumption. KPIT has pursued this initiative further and taken it to the next level by deploying “Smart Campus” platform and has integrated fourteen different systems and sensor driven devices that come under the aegis of Building Management System (BMS). Traditionally all these BMS systems such as Access control, CCTv, Fire alarm system and air-conditioning systems operate within their own silos and use legacy (often proprietary) protocols. The siloed approach leads to an absence of ability to conduct common monitoring and controlling. - In the past year, we made significant strides in enhancing operational efficiency and user experience through the implementation of a state-of-the-art desk reservation system and a comprehensive visitor management system. These systems have not only streamlined the booking and utilization of workspace resources but also bolstered our campus security by providing a detailed, real-time overview of visitor movements.

Solution and Technology Deployed:

KPIT has brought in a higher level of automation in all these 14 systems by use of various control panels and adaptors and has got them integrated to our platform. This has enabled the Company to provide accurate instantaneous reporting data of all these systems along with control functionality in a single dashboard. We are getting more visibility on electrical consumption across floors buildings, with clarity on which system is consuming how much electricity, how it can be effectively optimized. Automation in various pumps and Fan system gives more operational efficiency for the operations team and reduction in human errors along with reduction in electrical usage. The operations team is now better equipped to see all the systems on a single dashboard. Because of instantaneous alerts mapped on various gateways (SMS/E-mail), they are now better equipped to manage various BMS systems effectively, this also helps them in taking care of employee safety at work.

• Hyper-Converged infrastructure

KPIT is an early adopter of Hyper-converged infrastructure and reaping its benefits since the last 4 years. In our pursuit of continual services optimization, the Company has adopted Hyperconverged Infrastructure from the leading OEMs.

Scaling out HCI cluster is helping us to suffice dynamic business requirements, quick customer on boarding & on the fly resource upgradation for deployed workloads. Inbuilt deduplication capabilities are helping us in effective storage management.

• Solution and Technology Deployed:

KPIT was looking for an agile solution which will help us in making operations simpler, could be commissioned much faster, could be scaled on demand and could be effectively managed by skilling existing human resources.

Hyper-converged infrastructure addressed these issues. HCI is a new and innovative approach to data center management. It combines storage, networking, and computing resources into a single, integrated platform, allowing for easier management and scalability. We could implement a hyper-converged solution within a few hours. This infrastructure is helping us by adding capacity on demand, without vendor lockdown. Even achieving disaster Recovery (dR) is much simpler and it supports multi-hypervisor environments. Besides easing datacenter migrations, Company do not have to make upfront investments now.

Over the period KPIT IT has expanded the use of Hyper-converged infrastructure (HCI) for running the critical workload. As businesses continue to generate and rely on more data than ever before, HCI is becoming an increasingly de facto standard for data center expansion.

One of the main benefits of HCI is its ability to scale quickly and easily. With traditional data center infrastructure, adding new servers, storage arrays, and network switches can be a time-consuming and expensive process. With HCI, however, adding additional resources is as simple as adding a new node to the existing cluster. This allows us to quickly and easily expand data center as the needs grow, without incurring significant additional costs. Another advantage of HCI is its simplified management interface. Instead of having to manage multiple systems for storage, networking, and computing, HCI provides a single interface for managing all resources. This not only makes it easier to manage the data center but also helps to reduce the risk of errors and misconfigurations that can lead to downtime and data loss. HCI has also helped to reduce data center footprint and power consumption. Because it integrates all resources into a single platform, there is less hardware to manage, which leads to significant cost savings on power and cooling. Currently, around 90% of the critical workload is running on the HCI infrastructure.

The following Environmental Returns are achieved: Hyperconverged Infrastructure has helped us in saving power, cooling, and space by an additional 30%. We could also optimize the asset ratio from 7 to 1 for the same computer capacity in the datacenter. We continued investing into this technology last year too and the organization is reaping its benefits.

improved hyper-converged iNFRAsTRucTuRE WITH DHCI

KPIT has introduced next generation Hyperconverged Infrastructure called dHCI. dHCI (disaggregated hyper-converged infrastructure) is a new and innovative approach to data center management. Unlike raditional HCI, dHCI allows to scale compute and storage resources independently. This improved flexibility ensures efficient resource allocation based on workload needs and KPIT is benefiting from mid of 2023.

Solution and Technology Deployed:

dHCI solutions provide a modern approach to infrastructure deployment and management, offering greater flexibility, efficiency, and performance optimization compared to traditional converged or hyper-converged infrastructure solutions. Here are some of the key benefits:

Flexibility and Scalability: dHCI allows for more granular scaling of compute and storage resources independently. This means we can scale infrastructure based on specific needs, without over-provisioning or under-utilizing resources. As demand grows, it’s easier to add compute or storage nodes as required, providing greater flexibility.

Resource Efficiency: With dHCI, resources are disaggregated, meaning that compute and storage can be optimized separately. This allows for better resource utilization and more efficient allocation of resources based on workload requirements.

Performance Optimization: By decoupling compute and storage, dHCI can optimize performance for specific workloads. For example, organizations can allocate more storage resources to data-heavy applications while providing sufficient compute power for processing-intensive tasks. This flexibility ensures that performance is optimized according to workload demands.

Simplified Management: dHCI solutions come with centralized management software providing a single interface for managing both compute and storage resources, dHCI can streamline operations and reduce the complexity of managing IT infrastructure.

Cost Savings: dHCI has lowered the 20% amount of space and energy that data centers need. It combines all resources into one platform, which reduces the hardware to manage, and saves a lot of money on power and cooling.

• Virtual Desktop Environment

The latest version & enhanced capacity has been brought to virtual desktop environment. Implementations to make processes more efficient, increased automation, security and deploy IT to make collaboration across geographies easier. The Company has deployed the most advanced technologies for its processes. These deployments are scalable and future ready to support changing work styles, information security criteria and the changing usage patterns of computing devices.

Solution: KPIT decided to shift from conventional desktop technology to Virtual Desktop Interface (VDI). The following operational aspects were considered while implementing the VDI solution: deliver on demand services for users Increase IT efficiency, simplify management, Ensure software compliance. Though KPIT was already evaluating a virtualization solution that was deployed in a limited environment, it had not explored the idea of transitioning the core ERP processes onto the virtualized environment but had transitioned only the less critical ones. Taking a step further toward optimizing energy requirement and consumption, KPIT decided to increase use of virtualization technology.

Solution and technology deployed:

HCI (Leading OEMs) & VDI (thin client) based infrastructure platforms.

Following Environmental Returns were achieved after deployment of VDI:

1. Energy savings: More than 60% reduction in energy consumption was achieved by moving to the private

cloud platform (including new technologies like hyper converged) with vdI as compared to using conventional computers. Cisco Unified Computing System, which is included as part of the private cloud platform, delivers high memory capacity to support a large number of virtual machines on each blade server, thus reducing the amount of physical equipment to be powered and cooled. The desktop computers that consume around 150 watts of electricity, were replaced with very small devices called thin clients that consume just 30 watts. This has resulted in energy savings of approximately 3,00,000 units per year amounting to 375 MT of Co2 emission.

2. Reduction in e-waste: Almost 90% reduction in e-waste generation was achieved due to the increased IT hardware refreshment cycle for desktops, laptops, and workstations. The lifespan of the above-mentioned hardware is about five years due to high resource requirement, capacity, and performance demand, and due to newer operating systems, application software and tools. Being a technology provider, it is extremely important for us to update our IT hardware platform and ready it for next generation development tools. The thin client on the other hand has more than eight years of lifespan. Till that time, it does not require upgrades or replacement as all the resources such as computing power, memory and disk space are accessed through VDI setup hosted in the datacentre. Under this infrastructure, we deployed 600 VDIs for the business users.

3. Reduced IT Asset Ratio from 1.20:1 to 1.10:1: VDI environment enables multiple users to access their accounts using a single machine without compromising on the security aspect. Before deploying the virtual desktop environment, the asset-to-employee ratio was 1.20:1. This meant that much of the IT infrastructure was underutilized and was consuming more natural resources. After the deployment of the Private Cloud platform with VDI, the asset ratio has reduced to 1.10:1 thereby reducing the computer hardware consumption by 10%.

4. Workplace utilization increased by 10%: The VDI helped in improving the utilization and flexibility of IT assets. Users can access their desktop, applications and data from any location, without compromising on the security of the system. In addition, employees can connect to corporate resources using any of the personal devices like iPads, Windows and Android based mobiles, thus enabling Consumerization of IT. This has led to workplace flexibility and optimal utilization of workspaces.

5. Reduction in travel across locations: KPIT has deployed the best of the solutions such as Cisco Telepresence

(Audio/Video conferencing) & Microsoft Teams across the offices and Cisco WebEx for better collaborations. With these solutions, our users can have conference meetings from anywhere and through any device. Even our business reviews, recruitment and customer meetings are conducted using these technologies. It has been observed that overall business travel across the globe has been reduced by 25%. As this is a unified collaboration platform, end user productivity is also substantially improved.

ONE KPIT EXPERIENCE FOR NEWLY ACQUIRED ENTITIES:

Upon acquiring the new entity, KPIT IT could leverage its experience and expertise to help integrate new entity into our operations smoothly. We provided guidance and support based on our years of experience in the industry, sharing best practices and lessons learned to ensure a successful transition. We also facilitated knowledge collaboration sessions, where our team members shared their knowledge and expertise with the newly acquired entity’s SME team, helping both teams to gain a deeper understanding of operations and processes. Through this collaborative approach, we were able to foster a culture of continuous learning and improvement, while also ensuring a seamless integration of the newly acquired entity into our organization. We continue sharing experience and supporting the success of the newly acquired entities, and we look forward to continued collaboration and growth in the future.

Key Objectives achieved -

One KPIT Experience, Improved collaboration, Effective project management, Enhanced security for acquired entities, Business continuity and disaster recovery, Creating a global technology talent pool.

RESEARCH AND DEVELOPMENT (R&D) AOTiViTY

During the year under review, the Company has incurred $ 13.53 million on R&D Expenditure. Further, the Company has not claimed any weighted deduction under section 35(2AB) of the Income Tax Act 1961 for in-house R&D expenditure, as the same is not available with effect from April 1, 2020.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earnings during the year have been ? 19,067.48 million (previous year ? 13,789 million) and foreign exchange outgo (including imports) has been ? 466.68 million (previous year ? 290.51 million).

Particulars of loans, guarantees or Investments under Section 186 of the Act

Particulars of loans, guarantees or investments made during the year under review, pursuant to the provisions of Section 186 of the Act are as below:

Sr. No.	Name of the subsidiary	Nature of transaction	Duration	Rate of Interest (%)	Amount (INR in million)	Purpose
1	KPIT Technologies GmbH	Investment in subsidiary	N.A.	N.A.	1,337.30	Settlement of deferred consideration towards Technica Group.
2	N-Dream AG	Investment in Associate	N.A.	N.A.	271.20	Towards initial strategic investment of 13.01% stake in N-Dream AG
3	MCCIA Electronic Cluster Foundation	Investment in other entity	N.A.	N.A.	0.006	Subscription towards Membership

particulars of contracts or arrangements with related parties referred to in section 188(1) of the act

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties

referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure 2”.

UPDATE ON MERGER & ACQUISITION

During the year under review, the Company made significant strides in expanding its technological capabilities and market presence through strategic acquisitions.

FMS Future Mobility Solutions GmbH Acquisition Update:

KPIT acquired the remaining 75% stake in Future Mobility Solutions GmbH (FMS), effective April 1, 2023, making FMS a wholly-owned subsidiary.

Based in Frankfurt, FMS specializes in software and feature development for autonomous driving, ADAS (Advanced Driver Assistance Systems), vehicle safety, and integration & validation.

Investment in N-Dream AG:

KPIT strategically acquired a 13% shareholding in N-Dream AG, a Swiss-based company that operates a cloud-based game aggregation platform. N-Dream is an early mover in the in-car gaming space, offering a proven cloud-based game aggregation platform with comprehensive data solutions to automotive OEMs. KPIT has an option to further increase its shareholding in N-Dream.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

The World Economic Outlook (WEO) has forecasted a global growth in 2024 on account of:

0 Resilience in the United States, several large emerging market & developing economies.

0 Fiscal support in China.

0 Overall recovery from COVID pandemic.

However, other global crisis including continued Russo-Ukrainian War situation, conflict in Gaza strip, caused supply chain disruptions and rise in inflation which could lead to tight monetary conditions. Deepening property sector woes in China, a disruptive turn to tax hikes and spending cuts could also cause growth disappointments.

The idea of making sodium-ion batteries (SIBs) at scale is gaining traction in 2023 and in 2024. SIBs are currently evolving as a viable substitute for lithium-ion batteries because of the abundant availability and reasonable cost of sodium. KPIT is leveraging the situation for making electric mobility more affordable.

There have been no material changes and commitments affecting the financial position of the Company which

have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

ENTERPRISE RISK MANAGEMENT Policy

A policy to identify, assess, monitor and mitigate various risks to key business objectives of the Company is in place. A detailed information on Enterprise Risk Management is included in this Annual report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the auditors have not reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed in the Company by its officers or employees.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2023-24 in Form MGT-7 has been uploaded on website of the Company i.e., www.kpit.com.

SECRETARIAL STANDARDS

The Company has adhered with all applicable secretarial standards issued by the Institute of Company Secretaries of India. For more details, please refer to the report on Corporate Governance which is a part of the Annual Report.

RESPONSIBILITY STATEMENT OF The BOARD OF DIRECTORS

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the profit of the Company for the year ended March 31, 2024.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual financial statements have been prepared on a going concern basis.

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CEO & CFO CERTIFICATION

Certificate by Mr. Kishor Patil, CEO & Managing Director and Ms. Priyamvada Hardikar, Chief Financial Officer, pursuant to the provisions of regulation 17(8) of the SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on April 29, 2024.

A copy of such a certificate forms a part of the Report on Corporate Governance.

COST RECORDS

The Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

DIRECTORS & OFFICERS INSURANCE POLICY

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board.

ACKNOWLEDGMENTS

We take this opportunity to thank all the shareholders of the Company for their continued support.

We thank our customers, vendors, investors and bankers

for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We further thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Development Centers (SDCs)/Special Economic Zones (SEZs) -Bengaluru, Pune and all other government agencies for their support and look forward for their continued support in future.

For and on behalf of the Board of Directors S. B. (Ravi) Pandit

Pune Chairman of the Board

April 29, 2024 DIN: 00075861

---

Mar 31, 2023

The Directors are pleased to present the Sixth Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2023.

Performance of the Company

(In million)
Particulars	Standalone 2022-23			Consolidated 2022-23
	USD	H		USD	H
Revenue from operations	188.49	15,164.29		418.28	33,650.38
Profit before Tax (PBT)	45.44	3,655.53		61.75	4,967.87
Profit after Tax (PAT)	34.82	2,801.61		48.09	3,868.63

Result of Operations

During the year under review, the total revenues from operations (consolidated) increased to H 33,650.38 million (previous year H 24,323.86 million), a growth of over 38.34% of the previous year. Earnings before interest, tax, depreciation and amortization was H 6,354.58 million on consolidated basis with growth of over 44.90% over previous year. Net profit after tax (consolidated) increased by 40.04% to H 3,868.63 million to (previous year H 2,762.43 million).

In US Dollar terms, revenues from operations for the year on consolidated basis was $ 418.28 million as against $ 328.35 million during the previous year, a growth of 8.6 %. Average realization rate was H 80.45 per US Dollar.

Standalone sales for the financial year 2022-23 grew by 28.40% to reach H 15,164.29 million (previous year H 11,809.88 million). Net profit after tax increased by 17.66% to H 2,801.61 million (previous year H 2,381.20 million).

Dividend

The Board of Directors of the Company declared Interim Dividend of H 1.45/- per equity share of face value of H 10/-each (at 14.5%). The Board of Directors are also pleased to recommend a final dividend of H 2.65/- per equity share of face value of H 10/- each (at 26.5 %) on the paid-up equity share capital of the Company for the year under review. The total payout will amount to H 726.48 million including dividend distribution tax.

The Company has amended its Dividend Distribution Policy by increasing the Annual Dividend Payout Ratio up to 35% in the coming two to three years. The said Dividend Distribution Policy is uploaded on the website of the Company (https://www.kpit.com/investors/policies-reports-filings/).

Awards, Recognition and Partnerships

From Clients

• Honda announced its partnership with KPIT to work together for software development in areas

of Operating system (OS) for the next-generation electrical/electronic (E&E) architecture, Electrified powertrains, Advanced safety and automated driving and IVI (In-vehicle infotainment) and connected technologies.

• Renault recognized KPIT as a strategic technology partner for their next generation Software-Defined Vehicle (SDV) program.

• A large Japanese public management organization promoting research and development recognized KPIT for contributing to the project as a System Integrator for their EV buses.

From Industry forums

• ET Ascent in collaboration with HRD Congress recognized KPIT as the Most Admired Company of the Year across 30 different sectors and industries across India.

• KPIT’s Co-founder, CEO and Managing Director, Mr. Kishor Patil, was awarded Best CEO of the Year by ET Ascent in collaboration with HRD Congress.

From Industry Partners

• Amazon Web Sources (AWS) have recognized and approved KPIT’s cloud-based software-defined solutions (SDV) as its FTR approved solutions.

Quality, Productivity and Innovation

Delivering Zero Defect delivery to our customers is one of our key strategies to achieve our Mission of becoming a leading software integration partner in mobility. To achieve this objective, we had designed a comprehensive quality framework covering key initiatives in the areas of People, Process and Technology with a focus on improving performance at Project/Program level, Practice level and Unit level. Like every year, we took up key initiatives for the current year from this framework, put a detailed plan for each, defined processes keeping sustenance

and scalability in mind, improved it through pilots and then deployed it across all projects. Initiatives that were deployed during the previous year were sustained through strong governance.

To improve zero defect delivery to our customers, we had enhanced our measurement system with refinement to ‘First Time Right’ and ‘Zero Defect Delivery’ KPIs. Tools were enhanced to address this change and deployment is completed across all projects during the year. The focus is on achieving the First Time Right mindset, which in turn will result in improving Zero Defect Delivery to our Customers.

The Competency Management initiative, that was deployed earlier in a manual mode, was enhanced with an automated mechanism by integrating all systems. The new system is designed to bring more objectivity in assessment of current skills of individuals and get a heatmap on skill gaps at project, practice, individual level. Further, the system provides a mechanism to plan competency improvement and get visibility through a skill gap ramp down chart and enables tracking the improvement. Migration to the new system is in progress across all projects and system improvements are being taken up based on deployment learnings. This initiative helps in improving competency at individual level, project level and practice level, thereby resulting in better quality output to our customers.

Katapult framework that was developed and deployed for code and test quality performance measurement was enhanced further to cover more projects that could not be taken up earlier. This resulted in significant benefits to customers in terms of achieving product quality on a continuous basis. To track productivity at individual and project level, tools and systems were put in place. Standardization of engineering tools at a practice level was implemented for better utilization and cost effectiveness. During the year, we started working on improving our capability on Agile and Cybersecurity and work is in progress.

To sustain quality with our scalability, there is more dependence on our processes, tools, and systems. We adopt continuous improvement as a strategy to achieve efficiency in our processes and to keep pace with new trends. These improvements come through learnings in the projects, feedback from customers and ideas from the employees. For sustenance and scalability, many automations were taken up and the focus was on system driven approach. These automations combined with process locks in the system helped us in improving data accuracy, quality, cycle time and ease of operation.

As a result of all these initiatives, we could achieve and exceed our goal of CSAT rating from customers with consistently higher coverage in all quarters during the year. We could also achieve a downward trend for high-risk projects.

While we continue to sharpen our quality focus through internal initiatives, our commitment to quality is ratified by our consistent endeavor in certifying ourselves to the best standards in the industry. We continue to maintain our certification on Automotive SPICE, ISO 9001 and Information Security Management (ISO/IEC 27001). We also underwent customer assessments and evaluations during the year based on need and open to more such engagements. We are gearing ourselves to achieve certification on Cybersecurity (ISO 21434) in the coming year.

Share Capital

The issued, subscribed, and paid-up capital of the Company as on March 31, 2023, is H 2,741.43 million consisting of 274,143,808 equity shares of H 10/- each.

Institutional Shareholding

As on March 31, 2023, the total institutional shareholding in the Company was 35.72 % of the total share capital.

ICRA Ratings

ICRA has assigned the (ICRA) A1 as short-term rating and (ICRA) AA with the “Stable” outlook as the Long-term rating.

Information about the Subsidiary & Associate Companies

As on March 31, 2023, the Company has 21 subsidiaries and 1 associate Company.

In accordance with Section 129(3) of the Companies Act, 2013, (hereinafter referred to as “the Act”) the Company has prepared consolidated financial statements of the Company and all its subsidiary & associate companies, which forms a part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary Companies in Form AOC-1 is annexed to this Report as “Annexure 1”.

In accordance with Section 136(1) of the Act, the Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto have been placed on the website of the Company, www.kpit.com.

Ministry of Corporate Affairs (MCA), vide General Circular No. 10/2022 dated December 28, 2022 & Securities and Exchange Board of India vide circular SEBI/HO/ CFD/PoD-2/P/CIR/2023/4 dated January 05, 2023, has allowed the Companies to conduct AGM through VC/ OAVM on or before September 30, 2023, without the physical presence of the Members at a common venue. In compliance with the provisions of the Act, SEBI LODR, 2015 and MCA Circulars & SEBI Circulars, the AGM of the Company is being held through VC/OAVM. Further, MCA & SEBI vide relevant circulars has extended relaxations

from dispatching physical copies of annual report to the shareholders, for the AGMs conducted till September 30, 2023. However, Companies are required to send hard copy of full annual reports to those shareholders who request for the same. The members interested in obtaining a soft copy of the audited annual accounts of the Company and its subsidiary companies may visit investor section on website of the Company www.kpit.com.

Directors

During the year under review, the Board of Directors appointed Mr. Chinmay Pandit as Executive Director (Whole-time) of the Company for a period of five years with effect from July 26, 2022. Members approved the said appointment at the Annual General Meeting held on August 24, 2022.

The Board of Directors has approved the appointment of Mr. Srinath Batni as an Additional & Independent Director of the Company with effect from July 25, 2023, who shall hold office up to the date of ensuing Annual General Meeting. The resolution is being put up for the approval of shareholders at the ensuing Annual General Meeting for his appointment.

Mr. Anant Talaulicar, Prof. Alberto Sangiovanni Vincentelli and Mr. B V R Subbu were appointed as Independent Directors of the Company by the Members in the AGM held on August 28, 2019, to hold office from January 16, 2019, till January 15, 2024.

The Board of Directors has approved the reappointment of Mr. Anant Talaulicar for a further period of five years, Prof. Alberto Sangiovanni Vincentelli for a further period of three years and Mr. B V R Subbu for a further period of two years with effect from January 16, 2024. The resolutions are being put up for the approval of the shareholders at the ensuing Annual General Meeting for their reappointments.

In accordance with Section 152 of the Act, Mr. Kishor Patil retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment. The Board recommends his reappointment.

Mr. Kishor Patil was appointed as CEO & Managing Director for a period of five years with effect from January 16, 2019, to January 15, 2024. The Board of Directors has approved his reappointment as CEO & Managing Director for a further period of five years with effect from January 16, 2024. The resolution is being put up for the approval of shareholders at the ensuing Annual General Meeting for his reappointment.

Mr. Sachin Tikekar was appointed as Whole-time Director for a period of five years from January 16, 2019, to January 15, 2024 and was designated as Joint Managing Director with effect from April 1, 2022. The Board of Directors has approved his reappointment as Joint Managing Director (Whole-time) for a further period of five years with effect from January 16, 2024. The resolution is being put up

for the approval of shareholders at the ensuing Annual General Meeting for his reappointment.

Please refer to the notice of the Annual General Meeting forming part of this annual report for the profile and other details of these Directors.

Independence of the Board

The Board of Directors of the Company comprises of an optimum number of Independent Directors. In the opinion of the Board, the independent directors possess integrity, expertise, and experience (including proficiency). Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Act:

1. Mr. Anant Talaulicar

2. Mr. B V R Subbu

3. Prof. Alberto Sangiovanni Vincentelli

4. Dr. Nickhil Jakatdar

5. Ms. Bhavna Doshi

6. Prof. Rajiv Lal

7. Mr. Srinath Batni

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed thereunder:

1. Mr. Kishor Patil - Chief Executive Officer (CEO) and Managing Director.

2. Ms. Priyamvada Hardikar - Chief Financial Officer.

3. Ms. Nida Deshpande - Company Secretary.

Board Meetings

Seven meetings of the Board of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms a part of this Annual Report.

Committees of Board

The details regarding the Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

Company’s Policy on Directors’ appointment and compensation

The Nomination and Remuneration Policy of the Company provides for the roles and responsibilities of the Nomination and Remuneration (HR) Committee and

the criteria for evaluation of the Board and compensation of the Directors and senior management. Further, as per the policy, the said Committee shall identify potential candidates for becoming members of the Board and determining the composition of the Board based on the need and requirements of the Company from time to time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the Company and ensure the Companies compensation packages and other human resource practices are effective in maintaining a competent workforce and make recommendations relating thereto.

Pursuant to the provisions of Section 134(3)(e) of the Act, the said policy of the Company on the appointment and compensation of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on Company’s website at the link: https://www.kpit.com/investors/ policies-reports-filings/

Audit Committee Recommendations

During the year, all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is as mentioned in the Report on Corporate Governance, which forms a part of this Annual Report.

Corporate Social Responsibility

KPIT''s Corporate Social Responsibility (“CSR”) is aligned to have a stronger commitment towards the community. KPIT demonstrates its commitment across all the regions of KPIT''s global presence. It also aims to create long-lasting impact across the focus areas of education, environment, and employee engagement. KPIT firmly believes, through technology and innovation, KPIT can add significant values to the communities worldwide. The Company had constituted a Corporate Social Responsibility (CSR) Committee and has framed the Policy on Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy including annual action plan is available on Company’s website at the link: https:// www.kpit.com/investors/policies-reports-filings/ The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as “Annexure 5”.

Vigil mechanism/whistle blower policy

The Company has established a vigil mechanism/ whistle blower policy as per Regulation 22 of the SEBI (LODR) Regulations, 2015 for Directors and employees to report their genuine concerns. The details of the same are explained in the Report on Corporate Governance.

The Policy on Vigil Mechanism & whistle blower may be accessed on the Company’s website at the link: https:// www.kpit.com/investors/policies-reports-filings/.

Auditors

M/s. BSR & Co. LLP, Chartered Accountants (ICAI Firm’s Registration No. 101248W/W-100022) (“BSR”) were

appointed as the Statutory Auditors of the Company in the Annual General Meeting held on August 29, 2018, for a period of five years to hold office up to the conclusion of AGM to be held in the year 2023.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditor’s report does not contain any qualification, reservation, or adverse remark. The Statutory Auditor’s report for the year under review is annexed to the financial statements.

The Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, as the Secretarial Auditor to conduct audit for the year under review. The Secretarial Auditor’s report for the year under review is annexed to this Report as “Annexure 6”. The Auditor’s report does not contain any qualification, reservation, or adverse remark.

• Reappointment of Statutory Auditor:

Pursuant to Section 139 (2) of the Companies Act, 2013 read with the relevant rules, the Board of Directors based on the recommendation of the Audit Committee, at their meeting held on April 25, 2023, have approved & recommended reappointment of BSR as Statutory Auditors of the Company to hold office for second term of 5 consecutive years from the conclusion of the 6^th AGM to be held in the year 2023 till the conclusion of the 11^th AGM to be held in the year 2028.

BSR have provided written consent to such reappointment and a certificate to the effect that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013 & relevant rules made thereunder.

The Board recommends their reappointment to the shareholders in the ensuing Annual general Meeting.

Internal Control Systems and Adequacy of Internal Financial Controls

The internal control systems of the Company are adequate considering the nature of its business, size, and complexity. The Statutory Auditors of the Company have expressed their opinion on the adequacy of internal financial controls with reference to financial statements for the year under review and the operating effectiveness of such controls.

Corporate Governance

A separate section on Corporate Governance with a detailed compliance report thereon forms a part of this Report. The Auditors’ Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of this Annual Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the SEBI (LODR) Regulations, 2015”).

Management Discussion and Analysis

A Management Discussion and Analysis Report giving detailed information on the operations, performance and outlook of the Company and its business forms a part of this Report.

Particulars of Employees

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of H 1 crore 2 lakhs or more or employed for part of the year and in receipt of H 8.5 lakh or more a month, and other employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as “Annexure 3A”

The ratio of the remuneration of each director to the median employee’s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as “Annexure 3B”.

Employees Stock Option Schemes (ESOSs)

In compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, information relating to ESOSs of the Company is annexed to this Report as “Annexure 4.”

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has a policy on prevention of sexual harassment at workplace and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, one case was filed with the POSH committee which has been resolved. There were no complaints pending as on March 31, 2023.

The Company has taken various measures to create awareness amongst employees such as sending emails

and communication to all employees, conducted awareness sessions with new joiners and deploying e-learning module for all KPIT Employees etc. for prevention of Sexual Harassment of Women at Workplace.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-23.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2022-23.

Fixed Deposits

The Company has not accepted any deposits as on March 31, 2023.

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014

Conservation of Energy

Energy conservation has always been a focus of KPIT.

HVAC consumes around 40% of energy, hence the focus was on HVAC operations to maximize efficiency. Having an efficient HVAC VRF system gives more efficiency and flexibility to control smaller areas as per operational requirement. With respect to previous year, we have increase in employees working from office hence, new process and practices were implemented such as AC temperature settings, monitoring of AC system w.r.t occupancy, seasonal temperature setting for ACs, shutting down unused lights and equipment on respective floors with rigorous monitoring.

Along with an open car parking lot of more than 8,000 sq. meters converted into solar power parking lot with an object to generate green energy and which also overcome the leading concerns of heating vehicles in summers. Generating energy up to 661.65 KWP which is intended to produce 960 thousand units of power annually.

Addition to this we have installed and commissioned roof top solar system of capacity 220 KWP which would generate additional 300 thousand units of power annually. Both combined suffice 85% of day electrical load. The plant was setup through capex investment of 95.53 Lacs towards energy conservation made by the Company in FY 2022-23 and will save around H 20 lacs annually.

During the year under review, KPIT continues with its commitment for greener world and has successfully covered around 2 acres of land as green belt with plantation of 366 native trees, 13,125 shrubs and flowering plants which has increased the freshwater requirements.

In FY 2022-23, as more employees resumed office, there was increase in consumption of power by 25% due to usage of hardware, Machines, LAB equipment’s etc. There was an increase in water consumption of around 28% as compared to the previous financial year as more employees are reporting to the office and an overall increase in the landscape area.

Green Initiatives

The following initiatives were undertaken at the Company level to create awareness about importance of environmental protection and reducing pollution:

1. On a regular basis, multiple groups of employees were engaged in planting and maintaining saplings at the Koyna-Chandoli corridor. This corridor has been a host of KPIT''s afforestation efforts in partnership with the Wildlife Research & Conservation Society (WRCS). Continuing our previous year''s efforts, we aligned our afforestation activities with the onset of the monsoon.

This year, we planted a total of 2000 saplings. With this, a cumulative of 50,900 saplings were planted in an area of 252 acres with an overall survival rate of 80 percent.

The KPIT CSR team has encouraged and engaged various project-teams to visit this beautiful place to plant the saplings. We witnessed increased bonding among the team members and the love of nature.

2. With an ambitious goal of transforming barren patches of land into sustainable forests, KPIT partnered with the 14 Trees Foundation (14TF) and Ecological Society (ES) (Pune-based NGOs) for building sustainable, carbon-footprint-neutral ecosystems through reforestation.

Efforts are being made to restore uncultivable barren land at the 14TF Vetale site, near Rajguru Nagar (60km from Pune) with native species like mango, banyan, neem, jamun, umber etc. This has also created employment for the localities.

To mark the birth anniversary of noted ecologist Prakash Gole, Founder of the Ecological Society, KPIT

and 14 Trees Foundation has inaugurated Sri Prakash Gole memorial grove on January 11, 2023. Ecological Society faculty members, well-wishers, alumni and 14 Trees volunteers came together and planted

around 30 saplings to launch the plantation drives for Gole Memorial Grove.

You can find the details of the grove concept and plantations done so far by ES alumnus and network at the following link.

https://www.notion.so/14trees/Shri-PrakasholeGrove

3a27156433904bd39757099d5d959f8a?pvs=4

This year, with the help of local villagers and full-time activists of 14TF, we planted a total of 666 saplings. With this, a cumulative of 1,298 saplings were planted at 14TF Vetale site, Pune.

3. Being an environmentally conscious company, KPIT keeps exploring the possibilities of expanding

environmental activities in all the regions where we have the presence. In Bengaluru, Karnataka, KPIT in partnership with Thayimane (Bengaluru based NGO) identified a village in Sarjapur, planted saplings and created a green zone. This year, we planted 200 saplings by engaging employees with their families and friends to promote environmental sustainability.

4. KPIT remained committed to our promise of a cleaner world by observing the environment month in June

2022. Aiming at promoting environmental sustainability and raising awareness about environmental issues among employees and their families, KPIT organized a series of activities encouraging them to adopt environment-friendly practices and witnessed an overwhelming response.

Events included workshops on home composting and terrace gardening. We also hosted talks on river rejuvenation, need for green roofs in growing cities. We concluded the environment month with a talk on toxic free lifestyle to save the rivers which was followed by a riverwalk.

5. Electronic waste is becoming a significant environmental problem due to the rapid growth in technology and the increased use of electronic devices. The problem is compounded by the lack of awareness among people on how to dispose of their e-waste properly. Addressing this issue in collaboration with the Poornam Ecovision Foundation (Pune-based NGO), KPIT organized E-yantran drives in Pimpri Chinchwad Municipal Corporation (PCMC) area.

Two weeks before republic day, various awareness campaigns were organized in schools, colleges, public places, and also door-to-door in some areas. The drive successfully engaged over 300 volunteers (NGO & KPIT) and more than 1,000 donors. As a result, on 26^th January

2023, a total of 4.5 tons of e-waste was collected.

Out of the collected e-waste, our partner NGO has refurbished and donated laptops and computers to local organizations/schools/students in the PCMC area. The rest of the e-waste was handed over to authorized e-waste recyclers for scientific disposal.

6. To create awareness about eco-friendly lifestyle, KPIT organized workshops on Eco-friendly Ganesha making and Handmade Diwali lanterns.

7. As part of our continuous efforts towards commitment to environmental sustainability, KPIT in collaboration with the Jeevitnadi-Living River Foundation (Pune-based NGO) organized a river cleaning drive at Aundh. The cleaning drive was held on a weekend, and our employees worked tirelessly to remove trash and debris from the river. Employees with their family members participated and enjoyed the activity.

8. With the noble thoughts of initiating team bonding through environmental activities, KPIT in

collaboration with the Jala Poshan (Bengaluru-based trust) organized an activity for a team of trainees where they actively engaged in lake cleaning and maintenance efforts at Bengaluru’s Jakkur lake.

This initiative not only contributed to the environment but also helped in boosting employees’ dedication and team building. Volunteers were engaged in de-weeding, pruning, and watering the plants. We all

witnessed perfect teamwork spirit to come together and strive towards a cleaner environment.

9. The KPIT USA collaborated with the Clinton River Watershed Council and organized a river-cleaning activity. A group of 40 KPITians, with their family members, participated in this early morning activity, collecting and segregating garbage while understanding the importance of biodiversity. The volunteers worked hard and collected 30 bags of trash, cleaning up Yates Park in Rochester Hills, MI, as well as the nearby Yates Cider Mill area and Nature Trail.

The activity showcased a perfect spirit of teamwork combined with lots of fun and the feeling of “together we can change the planet for the better” was truly inspiring. It was overwhelming to see the enthusiastic participation of our colleagues and their family members contributing to a cleaner environment.

10. KPIT partnered with Jnana Prabodhini (Pune-based NGO) to organize a farm pond activity and engaged a group of KPITians in constructing a small ‘Vanrai’ dam at Pasali village, Taluka Velha. The dam can hold and save one lakh liters of water which helps to recharge the water bodies in that village. It has also become a water storage for cattle and domestic animals. This activity witnessed the perfect spirit of teamwork for teams to come together and help change our rural villager''s life for the better.

11. KPIT, under the water conservation through mass volunteering initiative, constructed a fresh drinking

water well in Nalvat village, Pune, Maharashtra. It is intended to address the potable water scarcity for months when the nearby natural spring dries out.

It was a unique three-way partnership: KPIT and the villagers contributed with funds and sweat hours in realizing this structure and was made possible under the abled guidance of Jnana Prabodhini, KPIT’s NGO partner. As a result, the village of Nalvat, with a population of 500, will now be water independent for the next 50 years.

The well has been constructed on the land of a generous donor, Shri. Bapu Khule, measuring 36 feet deep and 33 feet in diameter, with a water holding capacity of 1.1 million litres.

The well was formally inaugurated and handed over to villagers by Mr. Shashwat Mitra, Head Human Resources, KPIT India. This is the fifth well that KPIT has built successfully in five years.

12. KPIT launched a pilot program in February 2023 for committed individuals in KPIT who want to change their lifestyles and adhere to climate change.

It was a four-month-long program designed in association with Dr. Priyadarshini Karve, a renowned environmentalist from Pune. The program is aimed to reduce individual carbon footprint and integrate climate focus into the individual’s thought process.

The program was launched with a workshop training the participants about eco-friendly practices. In the upcoming months, one-on-one mentoring will be provided to each participant to reduce the individual carbon footprint.

Occupational Health and Safety AssessmentSeries (OHSAS)

• KPIT seamlessly focuses on employee well-being with a proactive approach to health and life enrichment aimed at increased awareness, good health, reduced stress levels and safe work.

• In-house doctors, counsellors, dieticians to help employees lead healthy lives.

• Welcomed back employees in office by arranging fun health fair.

• Wellness initiatives such as Laughter Yoga workshop, Glucose gyan, Mental and emotional health webinar, Doodling to de stress, Mindfulness and visualization, etc.

• Flexible working hours and work from home for better work life balance.

• Weeklong Yoga activity filled with mind refreshing Yoga and Fun.

• Celebrated Independence Day and Republic Day with various fun filled activities.

• Health Checkup, Virtual Wellness sessions and engagement activities on Women’s Day.

• Fun at Work with Radio Mirchi at our Campus.

• Family for overnight stay in our Pune, Phase 3 Campus at "The Light Touch".

• T20 WC Semi Final Livestreaming of India vs England match.

• KPIT invites employees’s family and friends on Saturday(s) to Phase 3, Pune for recreation.

• KPIT employees participated in various intercompany cricket tournaments.

• Stand-Up Comedy on International Friendship Day.

• On-premise recreation facilities.

Technology Absorption

During the year under review, multiple technological improvement initiatives were rolled out. These initiatives helped to improve the systems and applications performance and reduction of cost.

IAAS Cloud Adoption for DR setup

To reduce further the dependency on the factors impacting critical applications uptime and sustainability, we are opting for Infrastructure as A Service (IAAS) cloud offering for critical corporate applications disaster recovery. Some of the key advantages of IAAS Cloud adoption are -

• Cost savings: Cloud adoption will help in optimizing costs by reducing the need for physical hardware and infrastructure. Instead of investing in servers and other hardware on-premises, KPIT can use cloud services on a pay-per-use basis. This means that we only pay for what we use, rather than investing in DR hardware upfront.

• Flexibility and scalability: Cloud adoption provides flexibility and scalability to expand or contract computing resources as needed. We can adjust the resources to meet changing demands of workload without having to invest in additional hardware immediately.

• Accessibility: Cloud adoption enables users to access data and applications from anywhere with an internet connection.

• High availability: Cloud providers offer high availability and reliability, with guaranteed uptime and multiple data centers across different geographic regions. This ensures that a business''s disaster recovery environment will be available and accessible round the clock in the event of a disaster.

Enhancements to Business Continuity Planning (BCP) - Enabling Secured WFH

Given the continued operations in hybrid model, KPIT is vigilant and working towards anticipating and planning for various scenarios. The Business Continuity Planning team will keep track, assess incidents and work with client teams to build and execute specific plans.

Objectives of BCP:

• Implementing a set of measures for avoiding possible failures.

• Prioritization of Key services and providing for alternate service delivery.

• Educating the users of their responsibility before, during and after business interruptions.

• Providing an orderly and efficient transition from normal to emergency condition and back to normal maintaining consistency in action.

• Readiness for hybrid working:

• Uniform security checks / controls / policies for employees working from home or office.

Solution: Secure Work from Home (BCP) Enablement

Considering secure & successful working from home, KPIT has created hybrid mode of working solution considering highly trusted technologies, process & people framework. As the remote working process matured, multiple security tools and controls were introduced to cover the modern attack vectors.

Access to KPIT network over Next Generation Firewall & VPN:

• Secure Access through multifactor authentication overactive directory credentials to ensure access by an authorized individual only.

• Before granting access - Validating KPIT systems with HIPS for Security Certificate, Antivirus, Anti threat protections.

• KPIT Laptops with hardened OS & with latest security patches.

• Virtual desktop infrastructure in applicable scenarios with hardened OS images with latest security patches and controls.

• Endpoint protection using McAfee endpoint protection to detect and prohibit suspicious or malicious activity.

• Endpoint ATP uses advance threat and anti-exploit protection.

• Endpoint Device DLP for threat monitoring, logging, and restriction on USB storage ports.

• Data exchange over end-to-end encryption with IPSEC tunnel from endpoint till secure gateway.

• SASE based Web-content filtering to protect against web malware.

• Collaboration using Microsoft Teams, Cisco WebEx.

• Round the clock monitoring of security events by dedicated team of experts.

Remote working environment enhancements

During the year under review, remote working environment was further strengthened with below points:

• MFA (Multi Factor Authentication) enabled for published applications.

• Deep packet inspection in effect for all the published applications.

• Enhanced web content filtering solution deployed to arrest new age threats.

• Remote security updates and patch management deployment further enhanced covering all corporate assets.

• Data Encryption enabled for all the critical end points.

• Capacity enhancements completed for additional virtual desktops for rapidly growing development and engineering teams.

Process and Policy controls for BCP:

• Strict adherence to KPIT Information Security Policy.

• User acceptance of Work from Home undertaking.

• Re-iteration of individual roles and responsibilities by Delivery Management.

• Setting up of BCP Command center.

Open-Source Platform enhancements

During the year under review, KPIT has further enhanced a state-of-the-art open-source platform to cater to all the CI/CD pipelines. It’s based is based on leading containerisation workload management platform and it is architecturally highly available, auto scalable OpenSource Platform for Digital Technologies. To cater to the need of data services, we deployed highly available database clusters of databases. With zero surprises, all the corporate applications and data are migrated from an Enterprise Platform to new Opensource Platform. This helped the organization to save considerable yearly subscription cost.

Solution and Technology Deployed:

Considering the hefty year on year subscription cost, KPIT decided to explore Open-Source option for an Enterprise Platform which was already in use. Identifying & creating a robust open-source platform without compromising

features provided by earlier platform was a difficult task. Also, it was not related to setting up a robust platform alone but building capability to support open-source technology was very critical. The team recorded all the applications and seamlessly migrated to the new platform with zero surprises. End user experience with applications running on the new platform is further enhanced.

• Virtual Platform for Vehicle simulation & Validation

One of the key challenges faced in ADAS and AD development is Verification and Validation. Given the safety- critical nature of ADAS/AD, it’s important to ensure high levels of accuracy for this. This is where Virtual Simulation for Validation comes into play.

Solution and Technology deployed:

Deployed highly resilient container platform along with distributed event streaming platform clusters with Kerberos. The solution has a built-in load balancer for optimum workload distribution. This platform contains Jenkins for CI/CD which allows continues delivery cycle.

• Smart Campus Platform

KPIT has begun the Smart Campus initiative and rolled out various “Smart Applications” for Employees. These applications were aimed at changing the user experience while optimizing the energy consumption. KPIT has pursued this initiative further and taken it to the next level by deploying “Smart Campus” platform and has integrated fourteen different systems and sensor driven devices that come under the aegis of Building Management System (BMS). Traditionally all these BMS systems such as Access control, CCTv, Fire alarm system and air-conditioning systems operate within their own silos and use legacy (often proprietary) protocols. The siloed approach leads to an absence of ability to conduct common monitoring and controlling.

Solution and Technology Deployed:

KPIT has brought in a higher level of automation in all these 14 systems by use of various control panels and adaptors and has got them integrated to our platform. This has enabled the Company to provide accurate instantaneous reporting data of all these systems along with control functionality in a single dashboard. We are getting more visibility on electrical consumption across floors buildings, with clarity on which system is consuming how much electricity, how it can be effectively optimized. Automation in various pumps and Fan system gives more operational efficiency for the operations team and reduction in human errors along with reduction in electrical usage. The operations team is now better equipped to see all the systems on a single dashboard. Because of instantaneous alerts mapped on various gateways (SMS/E-mail), they are now better equipped to manage various BMS systems effectively, this also helps them in taking care of employee safety at work.

• Hyper-Converged Infrastructure

KPIT is an early adopter of Hyper-converged infrastructure and reaping its benefits since the last 4 years. In our pursuit of continual services optimization, the Company has adopted Hyper-converged Infrastructure from the leading OEMs.

Scaling out HCI cluster is helping us to suffice dynamic business requirements, quick customer on boarding & on the fly resource upgradation for deployed workloads. Inbuilt deduplication capabilities are helping us in effective storage management.

Solution and Technology Deployed:

KPIT was looking for an agile solution which will help us in making operations simpler, could be commissioned much faster, could be scaled on demand and could be effectively managed by skilling existing human resources.

Hyper-converged infrastructure addressed these issues. HCI is a new and innovative approach to data center management. It combines storage, networking, and computing resources into a single, integrated platform, allowing for easier management and scalability. We could implement a hyper-converged solution within a few hours. This infrastructure is helping us by adding capacity on demand, without vendor lockdown. Even achieving disaster Recovery (dR) is much simpler and it supports multi-hypervisor environments. Besides easing datacenter migrations, Company do not have to make upfront investments now.

Over the period KPIT IT has expanded the use of Hyper-converged infrastructure (HCI) for running the critical workload. As businesses continue to generate and rely on more data than ever before, HCI is becoming an increasingly de facto standard for data center expansion.

One of the main benefits of HCI is its ability to scale quickly and easily. With traditional data center infrastructure, adding new servers, storage arrays, and network switches can be a time-consuming and expensive process. With HCI, however, adding additional resources is as simple as adding a new node to the existing cluster. This allows us to quickly and easily expand data center as the needs grow, without incurring significant additional costs. Another advantage of HCI is its simplified management interface. Instead of having to manage multiple systems for storage, networking, and computing, HCI provides a single interface for managing all resources. This not only makes it easier to manage the data center but also helps to reduce the risk of errors and misconfigurations that can lead to downtime and data loss. HCI has also helped to reduce data center footprint and power consumption. Because it integrates all resources into a single platform, there is less hardware to manage, which leads to significant

cost savings on power and cooling. Currently, around 90% of the critical workload is running on the HCI infrastructure.

The following Environmental Returns are achieved: Hyperconverged Infrastructure has helped us in saving power, cooling, and space by an additional 30%. We could also optimize the asset ratio from 7 to 1 for the same computer capacity in the datacenter. We continued investing into this technology last year too and the organization is reaping its benefits.

• Virtual Desktop Environment

The latest version & enhanced capacity has been brought to virtual desktop environment. Implementations to make processes more efficient, increased automation, security and deploy IT to make collaboration across geographies easier. The Company has deployed the most advanced technologies for its processes. These deployments are scalable and future ready to support changing work styles, information security criteria and the changing usage patterns of computing devices.

Solution: KPIT decided to shift from conventional desktop technology to Virtual Desktop Interface (VDI). The following operational aspects were considered while implementing the VDI solution: deliver on-demand services for users Increase IT efficiency, simplify management, Ensure software compliance. Though KPIT was already evaluating a virtualization solution that was deployed in a limited environment, it had not explored the idea of transitioning the core ERP processes onto the virtualized environment but had transitioned only the less critical ones. Taking a step further toward optimizing energy requirement and consumption, KPIT decided to increase use of virtualization technology.

Solution and technology deployed:

HCI (Leading OEMs) & VDI (thin client) based infrastructure platforms.

Following Environmental Returns were achieved after deployment of VDI:

1. Energy savings: More than 60% reduction in energy consumption was achieved by moving to the private cloud platform (including new technologies like hyper converged) with vdI as compared to using conventional computers. Cisco Unified Computing System, which is included as part of the private cloud platform, delivers high-memory capacity to support a large number of virtual machines on each blade server, thus reducing the amount of physical equipment to be powered and cooled. The desktop computers that consume around 150 watts of electricity, were replaced with very small devices called thin clients that consume just 30 watts. This

has resulted in energy savings of approximately 3,00,000 units per year amounting to 375 MT of Co2 emission.

2. Reduction in e-waste: Almost 90% reduction in e-waste generation was achieved due to the increased IT hardware refreshment cycle for desktops, laptops, and workstations. The lifespan of the above-mentioned hardware is about five years due to high resource requirement, capacity, and performance demand, and due to newer operating systems, application software and tools. Being a technology provider, it is extremely important for us to update our IT hardware platform and ready it for next generation development tools. The thin client on the other hand has more than eight years of lifespan. Till that time, it does not require upgrades or replacement as all the resources such as computing power, memory and disk space are accessed through VDI setup hosted in the datacenter. Under this infrastructure, we deployed 600 VDIs for the business users.

3. Reduced IT Asset Ratio from 1.20:1 to 1.10:1: VDI environment enables multiple users to access their accounts using a single machine without compromising on the security aspect. Before deploying the virtual desktop environment, the asset-to-employee ratio was 1.20:1. This meant that much of the IT infrastructure was underutilized and was consuming more natural resources. After the deployment of the Private Cloud platform with VDI, the asset ratio has reduced to 1.10:1 thereby reducing the computer hardware consumption by 10%.

4. Workplace utilization increased by 10%: The VDI helped in improving the utilization and flexibility of IT assets. Users can access their desktop, applications and data from any location, without compromising on the security of the system. In addition, employees can connect to corporate resources using any of the personal devices like iPads, Windows and Android based mobiles, thus enabling Consumerization of IT. This has led to workplace flexibility and optimal utilization of workspaces.

5. Reduction in travel across locations: KPIT has deployed the best of the solutions such as Cisco Telepresence (Audio/Video conferencing)

& Microsoft Teams across the offices and Cisco WebEx for better collaborations. With these solutions, our users can have conference meetings from anywhere and through any device. Even our business reviews, recruitment and customer meetings are conducted using these technologies. It has been observed that overall business travel across the globe has been reduced by 25%. As this is a unified collaboration platform, end user productivity is also substantially improved.

One KPIT experience for newly acquired entities:

Upon acquiring the new entity, KPIT IT could leverage its experience and expertise to help integrate new entity into our operations smoothly. We provided guidance and support based on our years of experience in the industry, sharing best practices and lessons learned to ensure a successful transition. We also facilitated knowledge collaboration sessions, where our team members shared their knowledge and expertise with the newly acquired entity''s SME team, helping both teams to gain a deeper understanding of operations and processes. Through this collaborative approach, we were able to foster a culture of continuous learning and improvement, while also ensuring a seamless integration of the newly acquired entity into our organization. We continue sharing experience and supporting the success of the newly acquired entities, and we look forward to continued collaboration and growth in the future.

Key Objectives achieved -

1. One KPIT Experience.

2. Improved collaboration.

3. Effective project management.

4. Enhanced security for acquired entities.

5. Business continuity and disaster recovery.

6. Creating a global technology talent pool.

Research and Development (R&D) Activity

During the current year, the Company has not claimed any weighted deduction under section 35(2AB) of the Income Tax Act 1961 for in-house R&D expenditure, as the same is not available with effect from April 1, 2020.

Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year have been H 13,789 million (previous year H 11,035 million) and foreign exchange outgo (including imports) has been H 291 million (previous year H 87 million).

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure 2”.

Update on Merger & Acquisition

During the year under review, the Company acquired Somit Solutions Limited (SOMIT), UK through KPIT Technologies (UK) Limited w.e.f. May 31, 2022. SOMIT operates in Automotive Diagnostics, after Sales information, warranty, compliance and homologation. It is acquired to complement KPIT’s aftersales diagnostics platform and to strengthen its positioning to cater to the multi-billion automotive aftersales industry and address higher value share in KPIT’s strategic clients and to add specialist talent to KPIT. The Total consideration for this acquisition is £ 7.68 million over a 3-year period.

Further, the Company acquired Technica Engineering GmbH, Technica Electronics Barcelona S.L., Technica Engineering Spain S.L. through KPIT Technologies GmbH and Technica Engineering Inc. through KPIT Technologies Inc., w.e.f. October 01, 2022, for a consideration of Euro 80 million. Technica group operates in Automotive, specializing in production-ready system prototyping (combination of network system architecture, hardware prototyping, integration), automotive ethernet products and tools for validation. This acquisition created across-the-stack expertise, offering a one-stop shop for the industry to transform towards SDV.

Material changes and commitments affecting the financial position of the Company

At the beginning of the year 2023, the World Economic Outlook (WEO) estimated a fall in global growth in the year 2023 and rise in 2024. The below major events / estimations shall play a vital role in shaping the world economy.

• Ongoing war in Ukraine continued to weigh on global economic activity.

• Rapid spread of COVID-19 in China dampened growth in 2022, but the recent reopening had paved the way for a faster-than-expected recovery.

• Global inflation is estimated to be reduced in the years 2023 and 2024.

• The present economic outlook remained downside as war in Ukraine could further escalate and as a result inflation continues to require tight monetary policies.

• Strong labor markets and solid wage growth could bolster consumer demand, while easing supply chain disruptions, could help cool inflation and limit the need for more monetary tightening.

Further, the WEO observed that India’s economic performance was affected due to the slowdown in global economic growth resulting from high inflation and the continuing war situation in Ukraine. However, robust sales of passenger vehicles in the year 2022 and rise in domestic air travel supported the economic growth. A significant domestic demand and favorable government initiatives are expected to help India remain as one of the fastest growing economies globally.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

Enterprise Risk Management Policy

A policy to identify, assess, monitor and mitigate various risks to key business objectives of the Company is in place. A detailed information on Enterprise Risk Management is included in this Annual report.

Annual Return

The Annual Return of the Company for the financial year 2022-23 in Form MGT-7 has been uploaded on website of the Company i.e., www.kpit.com.

Responsibility Statement of the Board of Directors

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as on March 31, 2023, and of the profit of the Company for the year ended March 31, 2023.

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the annual financial statements have been prepared on a going concern basis.

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CEO & CFO Certification

Certificate by Mr. Kishor Patil, CEO & Managing Director and Ms. Priyamvada Hardikar, Chief Financial Officer, pursuant to the provisions of regulation 17(8) of the SEBI (LODR) Regulations, 2015, for the year under review was placed before the Board of Directors of the Company at its meeting held on April 26, 2023.

A copy of such a certificate forms a part of the Report on Corporate Governance.

Cost Records

The Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board.

Acknowledgments

We take this opportunity to thank all the shareholders of the Company for their continued support.

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

We further thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Development Centers (SDCs)/Special Economic Zones (SEZs) - Bengaluru, Pune and all other government agencies for their support and look forward for their continued support in future.

For and on behalf of the Board of Directors

Pune S. B. (Ravi) Pandit

July 25, 2023 Chairman of the Board

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Mar 31, 2022

The Directors are pleased to present the Fifth Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2022.

Performance of the Company				(In million)
Particulars	Standalone 2021-22		Consolidated 2021-22
	USD	f	USD	f
Revenue from operations	159.42	11,809.88	328.35	24,323.86
Profit before Tax (PBT)	37.33	2,765.72	46.51	3,445.44
Profit after Tax (PAT)	32.14	2,381.20	37.29	2,762.43

Result of Operations

During the year under review, the total revenues from operations (consolidated) increased to f 24,323.86 million (previous year f 20,357.41 million), a growth of over 19.5% of the previous year. Earnings before interest, tax, depreciation and amortization was f 4,385.45 million on consolidated basis with growth of 41.4% over previous year. Net profit after tax (consolidated) increased by 87.79% to f 2,762.43 million (previous year f 1,471.03 million).

In US Dollar terms, revenues from operations for the year on consolidated basis was $ 328.35 million as against $ 274.77 million during the previous year, a growth of 19.5%. Average realization rate was f 74.08 per US Dollar.

Standalone sales for the financial year 2021-22 grew by 47.10% to reach f 11,809.88 (previous year f 8,028.48 million). Net profit after tax increased by 154.60% to f 2,381.20 (previous year f 935.26 million).

Dividend

During the year, the Board of Directors of the Company declared and paid Interim Dividend of f 1.25/- per equity share of face value of f 10/-each (at 12.50%). The Directors are also pleased to recommend a final dividend of f 1.85/- per equity share of face value of f 10/- each (at 18.50%) on the paid-up equity share capital of the Company for the year under review. The total payout for the final dividend will amount to f 849.84 million including dividend distribution tax.

The Company had amended its Dividend Distribution Policy by increasing the Annual Dividend Payout Ratio up to 35% in coming two to three years. The said Dividend Distribution Policy is uploaded on the website of the Company (https://www.kpit.com/ investors/#policies-reports-filings).

Awards & Recognition

From Clients

• KPIT won the ‘Indirect Souring Partner’ Supplier of the year award from one of its long-standing Tier-1 client.

• A European OEM in the premium car segment recognized KPIT as a ‘Software Integration Partner for AUTOSAR’.

• Leading Commercial Vehicle OEM recognized KPIT as a trusted ‘Partner for Autonomous Simulation Technology’ in its journey towards Autonomous Driving.

From Partners and Industry Forums

• KPIT won the ‘Service Delivery Excellence of the Year 2021’ Award by NASSCOM for two marquee engagements with leaders in Mobility in the areas of Electrification and Autonomous Driving.

O KPIT demonstrated service delivery excellence as a software technology partner to an Automotive OEM for Autonomous Driving.

This engagement powered OEM to launch the world’s first Level 3 autonomous vehicle. Scale, multiple SW components, partnerships powered this delivery that will extend up to 2030 on multiple vehicle programs.

O KPIT demonstrated service delivery excellence as a Software Tier-1 for the Charging Control Unit (CCU) program of a leading German OEM. In

an exclusive arrangement the OEM, Tier-1 & KPIT have a triparty arrangement to deliver software variants for 11 carlines through a unique menu-based software delivery on-demand model, resulting in significant software re-use & cost benefits.

• Frost & Sullivan selected KPIT for the prestigious 2021 Global Over-the-air (OTA) and Cloud Platform Technology Innovation Leadership Award.

• KPIT won the ‘Transformation Initiative in Treasury Management’ Award in the 4th edition of the Financial Leadership Awards organized by Kamikaze B2B Media.

• KPIT is recognized as a Leader in the Everest Group PEAK Matrix Assessment for Autonomous, Connected, Electric, and Shared (ACES) Mobility Automotive Engineering Services 2021.

• KPIT achieved re-certification of Automotive SPICE Organizational Process Maturity Level 5 for its Pune and Bengaluru campuses.

• KSAR Classic - KPIT’s flagship AUTOSAR stack achieved ASIL-D Safety Certification.

• KPIT won the 1st prize for Workplace Excellence under the category of ‘Sustainability’ at the 6th edition of Workplace Excellence Awards by iNFRHA, Pune Chapter.

Quality, Productivity and Innovation

Delivering Zero Defects is one of our key strategies to achieve our Mission of becoming a leading software integration partner in mobility. To achieve this objective of ensuring zero defect delivery to our customers, we had designed a comprehensive quality framework covering key initiatives in the areas of People, Process and Technology with a focus on improving performance at Project/Program level, Practice level and Unit level. We took up key initiatives for the year from this framework, put a detailed plan for each, defined processes keeping sustenance and scalability in mind, improved it through pilots and then deployed across all projects through rigorous tracking and support. Initiatives that were deployed during the previous year were sustained through strong governance.

Katapult framework that was developed and deployed for code quality improvement, was enhanced to include test quality performance and deployed across all the projects. This has resulted in significant benefits to customer in terms of achieving product quality on a continuous basis.

Competency and Knowledge Management initiative, that was deployed across all projects during previous year was enhanced with a complete automated integrated system. The system will aid with a heatmap on skill gaps at project, practice, individual level and provides a mechanism to plan skill gap ramp down and track competency improvement. Migration to new system is in progress across all projects. This helps in improving competency at individual level, project level and practice level, thereby resulting better quality output to our customers.

To improve on quantitative management, the measurement system was enhanced with refinement to ‘First Time Right’ and ‘Zero Defect Delivery’ KPIs for better insight. Tools were enhanced to address this change and deployment is in progress across all projects. The focus is on achieving First Time Right mindset, which in turn will result in improving Zero Defect Delivery to our Customers. Project Management and Program Management trainings have been enhanced to drive this mindset.

For productivity improvement, tools and systems were put in place to measure and track productivity at individual level and at project level. To become competitive on tools cost and improve utilisation, standardisation was done on engineering tools at practice level.

All these initiatives helped us in driving zero defect delivery and resulted in exceeding the goal on CSAT rating from customer with a consistent higher coverage in all quarters during the year. This also resulted in downward trend on high-risk projects.

To sustain quality with our scalability, there is more dependence on our processes, tools and systems. Continuous improvement is our focus to achieve efficiency in our processes and to keep pace with new trends. These improvements come through learnings in the projects, feedback from customers and ideas from the employees. During the year, we took up many such improvements, upgraded our processes, and deployed across projects. The focus is on keeping the processes efficient and lean.

Our commitment to quality is improvised by our consistent endeavour in certifying ourselves to the best standards in the Industry. We continue to sharpen our quality focus through internal initiatives and by certifying against international standards. We underwent recertification assessment on Automotive SPICE and achieved Organisational Process Maturity Level 5, thereby continuing to hold this certification from 2007. We completed recertification audit on ISO9001. We achieved ASIL D for AUTOSAR Classis product. We continue to maintain our certification on Business Continuity Management (ISO 22301) and Information Security Management (ISO/IEC 27001).

Share Capital

The issued, subscribed and paid-up capital of the Company as on March 31, 2022 is ? 2,741.43 million consisting of 274,143,80 8 equity shares of ? 10/- each.

Institutional Shareholding

As on March 31, 2022, the total institutional shareholding in the Company was 28.31% to the total share capital.

ICRA Ratings

ICRA has assigned the (ICRA) A1 as short-term rating and (ICRA) AA with the “Stable” outlook as the Longterm rating.

Information about the Subsidiary & Associate Companies

As on March 31, 2022, the Company had fourteen subsidiaries and three associate companies.

In accordance with Section 129(3) of the Companies Act, 2013, (hereinafter referred to as “the Act”) the Company has prepared consolidated financial statements of the Company and all its subsidiary & associate companies, which forms a part of the Annual Report. A statement containing salient features of the financial statements of the subsidiary Companies in Form AOC-1 is annexed to this Report as “Annexure 1”.

In accordance with Section 136(1) of the Act, the Annual Report of the Company, containing the standalone and the consolidated financial statements and all other documents required to be attached thereto have been placed on the website of the Company, www.kpit.com.

Further, a report on the highlights of performance of subsidiaries and their contribution to the overall performance of the Company has also been placed on the website of the Company. Ministry of Corporate Affairs (MCA), vide General Circular nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020 and 02/2021 dated January 13, 2021 provided certain relaxations for companies, including conducting Extraordinary General Meeting (EGM) through Video Conferencing (VC) or through other audio - visual means (OAVM) for passing of special and ordinary resolution by Company on account of threat posed by COVID-19. Further, MCA vide General Circular 2/2022 dated May 5, 2022, & Securities and Exchange Board of India vide circular SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated May 12, 2020, SEBI/HO/ CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 and SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13, 2022, has extended these relaxations to Annual General Meeting of companies to be conducted during the calendar year 2022. The members interested in obtaining a soft copies of the audited annual accounts of the Company and it’s subsidiary companies may visit investor section on website of the Company www.kpit.com.

Directors

In accordance with Section 152 of the Act, Mr. S.

B. (Ravi) Pandit retires by rotation at the ensuing annual general meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Mr. Anup Sable has been appointed as an Additional & Executive Director (Whole-time Director) with effect from December 22, 2021 who, shall hold office upto the date of the ensuing annual general meeting. A resolution is being put up for the approval of the shareholders at the ensuing annual general meeting for his appointment.

Mr. Chinmay Pandit has been appointed as an Additional & Executive Director (Whole-time Director) with effect from July 26, 2022 who, shall hold office upto the date of the ensuing annual general meeting.

A resolution is being put up for the approval of the shareholders at the ensuing annual general meeting for his appointment.

Ms. Bhavna Doshi and Prof. Rajiv Lal were appointed as an Additional & Independent Directors of the Company with effect from September 15, 2021 and November 1, 2021 respectively who, shall hold office upto the date of the ensuing annual general meeting. The resolutions are being put up for the approval of the shareholders at the ensuing annual general meeting for their appointments.

Due to the urgent personal pressing engagements,

Ms. Shubhalakshmi Panse has resigned from the post of directorship of the Company with effect from June 17, 2021. The Board places on record its appreciation for valuable services provided by Ms. Panse during her tenure.

Independence of the Board

The Board of Directors of the Company comprises of optimum number of Independent Directors. In the opinion of the Board, the independent directors possess integrity, expertise and experience (including the proficiency). Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Act:

1. Mr. Anant Talaulicar

2. Mr. B V R Subbu

3. Prof. Alberto Sangiovanni VincenteUi

4. Dr. Nickhil Jakatdar

5. Ms. Bhavna Doshi

6. Prof. Rajiv Lal

Key Managerial Personnel

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act, read with the Rules framed there under:

1. Mr. Kishor Patil - Chief Executive Officer (CEO) and Managing Director;

2. Ms. Priyamvada Hardikar - Chief Financial Officer;

3. Ms. Nida Deshpande - Company Secretary.

Board Meetings

Ten meetings of the Board of Directors were held during the year. More details about the meetings are available in the Report on Corporate Governance, which forms a part of this Annual Report.

Committees of Board

The details regarding the Committees of the Board of Directors of the Company are given in the report on Corporate Governance, which forms a part of this Annual Report.

Company’s Policy on Directors’ appointment and compensation

The Nomination and Remuneration Policy of the Company provides roles and responsibilities of the Nomination and Remuneration (HR) Committee and the criteria for evaluation of the Board and compensation of the Directors and senior management. Further, as per the policy, the said Committee shall identify potential candidates for becoming members of the Board and determining the composition of the Board based on the need and requirements of the Company from time to time to bring out diversity in the Board and also identify persons to be recruited in the senior management of the Company and ensure the Companies compensation packages and other human resource practices are effective in maintaining a competent workforce and make recommendations relating thereto. Pursuant to the provisions of Section 134(3)

(e) of the Act, the said policy of the Company on the appointment and compensation of Directors including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is available on Company’s website at the link: https:// www.kpit.com/investors/#policies-reports-filings

Audit Committee Recommendations

During the year, all the recommendations of the Audit Committee were accepted by the Board. The composition of the Audit Committee is as mentioned in the Report on Corporate Governance, which forms a part of this Annual Report.

Corporate Social Responsibility

KPIT’s Corporate Social Responsibility (“CSR”) is aligned to have a stronger commitment towards the community. KPIT demonstrate its commitment across all the regions of KPIT’s global presence. It also aims to create long-lasting impact across the focus areas of education, environment and employee engagement. KPIT firmly believe, through technology and innovation, KPIT can add significant values to the communities worldwide. The Company had constituted a Corporate Social Responsibility (CSR) Committee and has framed the Policy on Corporate Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy including annual action plan is available on Company’s website at the link: https:// www.kpit.com/investors/#policies-reports-filings The initiatives taken by the Company on CSR during the year as per the said rules has been annexed to this Report as “Annexure 5”.

Vigil mechanism/whistle blower policy

The Company has established a vigil mechanism/ whistle blower policy as per Regulation 22 of the SEBI (LODR) Regulations, 2015 for Directors and employees to report their genuine concerns. The details of the same are explained in the Report on Corporate Governance. The Policy on Vigil Mechanism & whistle blower may be accessed on the Company’s website at the link: https://www.kpit.com/investors/#policies-reports-filings.

Auditors

Pursuant to the provisions of Section 139(1) of the Act, read with the Companies (Audit and Auditors) Rules, 2014, M/s. B S R & Co. LLP, Chartered Accountants, were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on August 29, 2018 for a period of five years.

The Notes on financial statements referred to in the Auditors’ Report are self-explanatory and do not call

for any further comments. The report does not contain any qualification, reservation or adverse remark.

The Board of Directors of the Company appointed Dr. K. R. Chandratre, Practicing Company Secretary, as the Secretarial Auditor to conduct audit for the year under review. The Secretarial Auditor’s report for the year under review is annexed to this Report as “Annexure 6”. The report does not contain any qualification, reservation or adverse remark.

Internal Control Systems and Adequacy of Internal Financial Controls

The internal control systems of the Company are adequate considering the nature of its business, size and complexity. The Statutory Auditors of the Company have expressed their opinion on adequacy of internal financial controls with reference to financial statements for the year under review and operating effectiveness of such controls.

Corporate Governance

A separate section on Corporate Governance with a detailed compliance report thereon forms a part of this Report. The Auditors’ Certificate in respect of compliance with the provisions concerning Corporate Governance, forms a part of this Annual Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the SEBI (LODR) Regulations, 2015”).

Management Discussion and Analysis

A Management Discussion and Analysis Report giving detailed information on operations, performance and future outlook of the Company and its business forms a part of this Report.

Particulars of Employees

A statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of f 1 crore 2 lakhs or more, or employed for part of the year and in receipt of f 8.5 lakh or more a month, and other employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed to this Report as “Annexure 3 (a)”.

The ratio of the remuneration of each director to the median employee’s remuneration and other details prescribed in Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Report as “Annexure 3 (b)”.

Employees Stock Option Schemes (ESOSs)

In compliance with Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, information relating to ESOSs of the Company is annexed to this Report as “Annexure 4”.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013

The Company has a policy on prevention of sexual harassment at workplace and has put in place a redressal mechanism for resolving complaints received with respect to sexual harassment and discriminatory employment practices for all genders. The Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, no case was filed with the POSH committee. Thus, there were no complaints pending as on March 31, 2022.

The Company has taken various measures to create awareness amongst employees such as sending emails and communication to all employees, conducted awareness sessions with new joiners and deploying e-learning module for all KPIT Employees etc. for prevention of Sexual Harassment of Women at Workplace.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status.

The Company has not made any application under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

The provision regarding difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not applicable to the Company during the financial year 2021-22.

Fixed Deposits

The Company has not accepted any deposits as on March 31, 2022.

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014

Conservation of Energy

Energy conservation has always been a focus of KPIT. HVAC consumes around 50% of energy, hence focus was on HVAC operations to maximize efficiency.

Having efficient HVAC VRF system gives more efficiency and flexibility to control smaller areas as per operational requirement. Due to COVID-19 Pandemic conditions, most of the employees were continued working from home hence there was low occupancy in office therefore, new process and practices were implemented such as AC temperature settings, monitoring of AC system w.r.t occupancy, cross ventilation and max air changes, seasonal temperature setting for ACs, shutting down unused lights and equipment with rigorous monitoring, regular monitoring of consumption and taking measures, monitoring meeting room, discussion rooms lights and AC working.

An open car parking lot of more than 8,000 sq. meters was converted into solar power parking lot with an object to generate green energy and which also overcome the leading concerns of heating vehicles in summers.

The solar power parking lot providing double benefits as to cover 240 four wheelers and 350 two wheelers and capacity of generating energy upto 661.65 kWp which is indented to produce 960 thousand Units of power annually. 75% of the energy requirement of the sunny hours is fulfilled by solar plant and 47% of overall consumption is generated through solar energy. The said plant was commissioned in the month of August 2021. The plant was setup through BOT with zero capex investment and will save around ? 30 lacs annually. No capital investment on energy conservation was made by the Company in FY 2021-22.

During the year under review, KPIT continues with its commitment for greener world and has successfully covered around 4 acres of land as green belt with plantation of 1,333 native trees, shrubs and flowering plants which has increased the freshwater requirements.

In FY 2021-22, as some of the employees have resumed office, there was a marginal increase in consumption of power by 18% due to usage of hardware as well as there was an increase in water consumption around 44% as compared to previous financial year where all the employees were working from home.

Green Initiatives

The following initiatives were undertaken at the

Company level to create awareness about importance

of environmental protection and reducing pollution:

• In the state of Maharashtra, the Koyna-Chandoli corridor has been a host of KPIT’s afforestation efforts in association with the Wildlife Research & Conservation Society (WRCS). Continuing our previous year’s efforts, we aligned our afforestation activities with the onset of monsoon. Due to the COVID-19 pandemic, our volunteers have not been able to participate physically in the plantation activities this year. With the help of local villagers and full-time activists of WRCS, we planted a total of 3,000 saplings. With this, a cumulative of 48,900 saplings were planted in an area of 252 acres with an overall survival rate of 80 percent.

• Staying true to our commitment towards a cleaner world, we at KPIT observed Environment month and inspired all the KPITians to take steps towards environment protection from the comfort of their homes (considering COVID-19 restrictions) and by following eco-friendly practices. Events included various talks and workshops on Upcycling plastic, Home composting, Terrace gardening and Toxic free lifestyle.

• To create awareness about eco-friendly lifestyle, KPIT organized workshops on Eco-friendly Ganesha making and Handmade Diwali lanterns. We also invited guest speakers to talk on COVID-19 impact on wildlife, Understanding rivers & floods, effects of air pollution and SWACHH BHARAT.

• Mr. Anup Sable, Board Member of KPIT inaugurated and handed over a drinking water well to villagers of Vatunde-Nigadimal in Dhangar Vasti, about 60 km from Pune. Construction of this well started last year. This well is created to help about 100 beneficiaries. Going forward, they shall no longer be required to fetch water from long distances and will always have easy access to clean drinking water.

• KPIT collaborated with 14 Trees Foundation (14TF)

and Ecological Society, Pune for building sustainable, carbon-footprint-neutral ecosystems through reforestation. Efforts are being made to restore uncultivable barren land at the 14TF Vetale site, near Rajguru Nagar (60km from Pune) with native species like mango, banyan, neem, jamun, umber etc. This has also created employment for the locals. With the help of local villagers and full-time activists of 14TF, KPIT planted a total of 632 saplings.

Our Chairman, Mr. S. B. (Ravi) Pandit along with his family visited this project during monsoon.

He appreciated and encouraged efforts of 14TF team towards protection of the environment and towards generating structured livelihood for the locals. KPIT has also inspired its clients to be part of the afforestation efforts. Supporting these efforts, KPIT along with a few celebrated their work anniversaries by planting the no. of trees equivalent to their years of partnership.

KPITians from the Pune office participated in the ongoing Mula river cleaning activity at Aundh in association with our NGO partner, Jeevitnadi-Living River Foundation. It was an early morning activity with a lot of hard but satisfying work. They cleaned the riverbank, collected, and segregated garbage. They also indulged in bird watching and observed nature to the fullest. Employees with their family members enjoyed the activity.

Occupational Health and Safety Assessment Series (OHSAS)

KPIT had a robust annual calendar with a wide range of activities for ensuring health and wellbeing of our employees. The programs were carried in all geographies where KPITians work in collaboration with our wellness partners. The following activities were carried out by the Company for ensuring health and safety of our employees in the year 2021-22.

• Wellness calendar with focus on nutrition, wellness, stress management, infectious disease prevention, mental health, childcare, pain management, meditation, e.g., ‘Diet for Boosting Immunity’, ‘Relaxation Techniques for Emotional Wellbeing’, ‘Behavioral Ways to Cope-up with Anxiety’, etc.

• Extensive webinars on COVID-19 Prevention and Precautions.

• Live virtual Health Studio with doctors and teleconsultation, exclusively for women of KPIT.

• Specially organized Financial Wellbeing Webinar along with consultation.

• Dedicated 2 full months of yoga sessions for senior management on the occasion of International Yoga Day.

• For better mental health & emotional intelligence, a webinar- ‘Connecting in a Crisis For Better Wellbeing & Joy’ that explained how our connections have a deep impact on our overall wellbeing and happiness.

• 73rd Republic Day celebrated with flag hoisting, funtakshari and Bharat Quiz, organized for employees along with their family and friends.

• Engagement through Talent Show and Quiz Competitions. Post lockdown, celebrated Children’s Day by inviting all employees with their families to Children’s Carnival - an offline event at KPIT Pune & Bangalore office. (All COVID-19 guidelines were thoroughly followed.)

• A full week dedicated to women’s health through webinars, Zumba sessions, Diet & Nutrition, selfdefense, meditation, healthy relationships, etc.

Specific preventive measures taken for safety of

employees during COVID-19 pandemic:

• KPIT partnered with various Hospitals for providing Covishield vaccination to 1,900 KPITians and 1,100 immediate family members.

• KPIT have also facilitated to get parents/in-laws vaccinated on discounted payment basis.

• General physician and counsellor are available for any medical consultation or counselling for KPITian or anyone of family member.

• Cab shuttle service from KPIT’s Hinjawadi Phase 3 office, Pune to KPIT’s Hinjawadi Phase 2 office, Pune during evening.

• Implemented 96% Work From Home (WFH) to reduce risk of spread of COVID-19.

• Weekly COVID-19/RTPCR tests from renowned lab for all employees and 3rd party staff.

• Vaccination mandatory for all above 45 years. Temperature monitoring was done by keeping the air-conditioning at more than 25 degrees in Pune and 23 degrees in Bengaluru Office.

• Sanitizers were kept at all common places.

• Alternate wash basin and Urinal are closed to maintain distancing in washrooms.

• Daily windows are kept open for one hour before and after office hours for cross ventilation.

• Formed cross functional team across the globe for safety, well-being and communication.

• Deep cleaning and sanitization of office premises including increased frequency of cleaning - all touch points like doorknobs, switches etc. throughout the day.

• Wearing mask made mandatory for everyone in the office and for all third-party staff, face masks and gloves were mandatory in the week leading to

the lockdown.

• Operations are being resumed with limited employees in staggered manner.

• Social distancing measures at all times from commuting, office work, cafeteria, and reduced the number of chairs in the cafeteria. Only 4 people could sit on one table initially and later only 2 people were seated on a table meant for 6. Face to Face seating was discontinued.

• Personal hygiene and Safety First being followed all the time.

• Temperature checks and Status checks on Aarogya Setu app mandatory at office entry points.

• All doors including that of ODCs were kept open to reduce the touch points.

• Restricted use of elevator and only stairs to be allowed.

• Restrictions on use of Gym, recreation and resting rooms as per directions of the government.

• Recommended QR code-based payments in cafeteria.

• COVID warrior at every floor to oversee enforcement.

• Continuous awareness among employees through leadership videos, myWorld banners and communication.

Technology Absorption

During the year under review, multiple technological improvement initiatives were rolled out. These initiatives helped to improve the systems and applications performance and reduction of cost.

H Business Continuity Planning (BCP) - Enabling Secured WFH

Given the unprecedented nature of COVID-19 crisis, KPIT is vigilant and working towards anticipating and planning for various scenarios. Business Continuity Planning team will keep track, assess incidents and work with client teams to build and execute specific plans.

Objectives of BCP:

• Implementing a set of measures for avoiding possible failures.

• Prioritization of Key services and providing for alternate service delivery.

• Educating the users of their responsibility before, during and after the business interruptions.

• Providing an orderly and efficient transition from normal to emergency condition and back to normal maintaining consistency in action.

• Readiness for hybrid working:

Uniform security checks / controls / policies for employees working from home or office.

Solution: Secure Work from Home (BCP) Enablement

Considering secure & successful working from home module, KPIT has created solution considering highly trusted technologies, Process & People framework.

As the remote working process got matured, multiple security tools and controls were introduced to cover the modern attack vectors.

Access to KPIT network over Next Generation Firewall Global Protect IPSec VPN:

• Secure Access through multifactor authentication overactive directory credentials to ensure access by an authorized individual only.

• Before granting access - Validating KPIT systems with HIPS for Security Certificate, Antivirus, Anti threat protections.

• KPIT Laptops with hardened OS & with latest security patches.

• Virtual desktop infrastructure in applicable scenarios with hardened OS images with latest security patches and controls.

• Endpoint protection using McAfee endpoint protection to detect and prohibit suspicious or malicious activity.

• Endpoint ATP using advance threat and anti-exploit protection.

• Endpoint Device DLP for threat monitoring, logging, and restriction on USB storage ports.

• Data exchange over end-to-end encryption with IPSEC tunnel from endpoint till secure gateway.

• Web-content filtering to protect against web malware.

• Collaboration using Microsoft Teams, Cisco WebEx. Remote working environment enhancements

During the year under review, remote working environment was further strengthened with below points:

• MFA (Multi Factor Authentication) enabled for published applications.

• Deep packet inspection in effect for all the published applications.

• Enhanced web content filtering solution deployed to arrest new age threats.

• Remote security updates and patch management deployment further enhanced covering all corporate assets.

• Data Encryption enabled for all the critical end points.

• Capacity enhancements completed for additional virtual desktops for rapidly growing development and engineering teams.

Process and Policy controls for BCP:

• Strict adherence to KPIT Information Security Policy.

• User acceptance of Work from Home undertaking.

• Re-iteration of individual roles and responsibilities by Delivery Management.

• Setting up of BCP Command center.

H Open-Source Platform enhancements

During the year under review, KPIT has further enhanced state of the art open-source platform to OKD 4.8 (OpenShift’s Open-Source Community Distribution) to cater to all the CI/CD pipeline. Platform is based on Kubernetes and it is architecturally highly available, auto scalable Open-Source Platform for Digital Technologies. To cater the need of data services, we deployed highly available open-source database clusters of MongoDB, PostgreSQL, and Percona XtraDB for MySQL. With zero surprises, all the corporate applications and data is migrated from an Enterprise Platform to new Opensource Platform. This helped organization in saving considerable yearly subscription cost.

Solution and Technology Deployed:

Considering hefty year on year subscription cost,

KPIT decided to explore Open-Source option for an Enterprise Platform which was already in use. Identifying & creating a robust open-source platform without compromising features provided by earlier platform was difficult task. Also, it was not related to setting up a robust platform alone but building capability to support open-source technology was very critical. DevOps Team effectively took this challenge by deploying highly available and scalable OKD 4.5 on Fedora CoreOS with Kubernetes at its heart. DEV Team recoded all the applications and seamlessly migrated to the new platform with zero surprises. End user experience with applications running on new platform is further enhanced.

H Virtual Platform for Vehicle simulation & Validation

One of the key challenges faced in ADAS and AD development is Verification and Validation. Given the safety- critical nature of ADAS/AD, it’s important to ensure high levels of accuracy for this. This is where Virtual Simulation for Validation comes into play.

Deployed highly resilient Kubernetes platform along with KAFKA clusters with Kerberos. The solution has built in load balancer for optimum workload distribution. This platform contains Jenkins for CI/CD which allows continues delivery cycle.

H Smart Campus Platform

KPIT has begun the Smart Campus initiative and rolled out various “Smart Applications” for Employees. These applications were aimed at changing the user experience while optimizing the energy consumption. KPIT has pursued this initiative further and taken it to the next level by deploying “Smart Campus” platform and has integrated fourteen different systems and sensor driven devices that come under the aegis of Building Management System (BMS). Traditionally all these BMS systems such as Access control, CCTv,

Fire alarm system and air-conditioning systems operate within their own silos and use legacy (often proprietary) protocols. The siloed approach leads to an absence of ability to conduct common monitoring and controlling.

Solution and Technology Deployed:

KPIT has brought in higher level of automation in all these 14 systems by use of various control panels and adaptors and have got them integrated to our platform. This has enabled the Company to provide accurate instantaneous reporting data of all these systems along with control functionality in a single dashboard. We are getting more visibility on electrical consumption across floors buildings, with clarity on which system is consuming how much electricity, how it can be effectively optimized. Automation in various pumps and Fan system gives more operational efficiency for the operations team and reduction in human errors along with reduction in electrical usage. Operations team is now better equipped to see all the systems in single dashboard. Because of instantaneous alerts mapped on various gateways (SMS/E-mail), they are now better equipped to manage various BMS systems effectively, this also helps them in taking care of employee safety at work.

H Hyper-Converged Infrastructure

KPIT is an early adopter of Hyper-converged infrastructure and reaping its benefits since last 2 years. In our pursuit of continual services optimization, Company has adopted Hyper-converged Infrastructure from all the three OEM solutions -HP, Nutanix Acropolis, Cisco HyperFlex and EMC vxRAIL.

Scaling out HCI cluster is helping us to suffice dynamic business requirements, quick customer on boarding & On the fly resource upgradation for deployed workloads. Inbuilt deduplication capabilities are helping us in effective storage management.

Solution and Technology Deployed:

KPIT was looking for an agile solution which will help us in making operations simpler, could be commissioned much faster, could be scaled on demand and could be effectively managed by skilling existing human resources.

Hyper-converged infrastructure addressed these issues. We could implement hyper-converged solution within a few hours. This infrastructure is helping us in adding capacity on demand, without vendor lockdown. Even achieving disaster Recovery (dR) is much simpler and it even supports multi-hypervisor environments. Besides easing datacenter migrations, Company do not have to make upfront investments now.

Following Environmental Returns are achieved: Hyperconverged Infrastructure has helped us in saving power, cooling and space by an additional 30%. We could also optimize the asset ratio from 7 to 1 for the same compute capacity in the datacenter. We continued investing into this technology last year too and the organization is reaping its benefits.

H Virtual Desktop Environment

Like majority of business organizations globally, KPIT also relies on its internal IT implementations to make processes more efficient, increase automation and deploy IT to make collaboration across geographies easier. The Company has deployed the most advanced technologies for its processes. These deployments are scalable and future ready to support changing work styles, information security criteria and the changing usage patterns of computing devices.

Solution: KPIT decided to shift from conventional desktop technology to Virtual Desktop Interface (VDI). Following operational aspects were considered while implementing the VDI solution: deliver on-demand services for users Increase IT efficiency, Simplify management, Ensure software compliance. Though KPIT was already evaluating a virtualization solution that was deployed in a limited environment, it had not explored the idea of transitioning the core ERP processes onto the virtualized environment but had transitioned only the less critical ones. Taking a step further toward optimizing energy requirement and consumption, KPIT decided to increase use of virtualization technology.

HCI (Nutanix, CISCO, HPE) & VMware View based infrastructure platforms VMware Horizon View Virtual Desktop Infrastructure (VDI) Thin client

Following Environmental Returns were achieved after deployment of VDI:

1. Energy savings: More than 60% reduction in energy consumption was achieved by moving to the private cloud platform (including new technologies like hyper converged) with vdI as compared to using conventional computers.

Cisco Unified Computing System, which is included as part of the private cloud platform, delivers high-memory capacity to support a large number of virtual machines on each blade server, thus reducing the amount of physical equipment to be powered and cooled. The desktop computers that consume around 150 watts

of electricity, were replaced with very small devices called thin clients that consume just 30 watts. This has resulted in energy savings of approximately 3,00,000 units per year amounting to 375 MT of Co2 emission.

2. Reduction in e-waste: Almost 90% reduction in e-waste generation was achieved due to the increased IT hardware refreshment cycle for desktops, laptops and workstations. Lifespan of the above-mentioned hardware is about five years due to high resource requirement, capacity, and performance demand, and due to newer operating systems, application software and tools. Being a technology provider, it is extremely important for us to update our

IT hardware platform and ready it for next generation development tools. The thin client on the other hand has more than eight years of lifespan. Till that time, it does not require upgrades or replacement as all the resources such as computing power, memory and disk space are accessed through VDI setup hosted in the datacenter. Under this infrastructure, we deployed 600 VDIs for the business users.

3. Reduced IT Asset Ratio from 1.20:1 to 1.10:1: VDI environment enables multiple users to access their accounts using a single machine without compromising on the security aspect. Before deploying the virtual desktop environment,

the asset-to-employee ratio was 1.20:1. This meant that much of the IT infrastructure was underutilized and was consuming more natural

resources. After the deployment of the Private Cloud platform with VDI, the asset ratio has reduced to 1.10:1 thereby reducing the computer hardware consumption by 10%.

4. Workplace utilization increased by 10%: The VDI helped in improving the utilization and flexibility of IT assets. Users can access their desktop, applications and data from any location, without compromising on the security of the system. In addition, employees can connect to corporate resources using any of the personal devices like iPads, Windows and Android based mobiles, thus enabling Consumerization of IT. This has led to workplace flexibility and optimal utilization of workspaces.

5. Reduction in travel across locations: KPIT has deployed best of the solutions such as Cisco Telepresence (Audio/Video conferencing) & Microsoft Teams across the offices and Cisco WebEx for better collaborations. With these solutions, our users can have conference meetings from anywhere and through any device.

Even our business reviews, recruitment and customer meeting are conducted using these technologies. It has been observed that overall business travels across the globe has reduced by 25%. As this is a unified collaboration platform, end user productivity is also substantially improved. This solution hugely enabled remote collaborations during COVID-19 in big way.

Research and Development (R&D) Activity

During current year, the Company has not claimed any weighted deduction under section 35(2AB) of Income Tax Act 1961 for in-house R&D expenditure, as the same is not available with effect from April 1, 2020.

Foreign Exchange Earnings and Outgo

Total foreign exchange earnings during the year have been f 11,035.68 million (previous year f 6,993.48 million) and foreign exchange outgo (including imports) has been f 87.25 million (previous year f 166.86 million).

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act

Pursuant to the provisions of Section 134(3)(h) of the Act, the particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act and prescribed in Form AOC-2 of Companies (Accounts) Rules, 2014, is annexed to this Report as “Annexure 2”.

Update on Merger & Acquisition

During the year under review, on June 15, 2021, the Company has received approval from Hon’ble Mumbai Bench of National Company Law Tribunal approving the scheme of merger by absorption of Impact Automotive Solutions Limited, a wholly owned subsidiary, with KPIT Technologies Limited and their

respective shareholders with an appointed date of April 1, 2019. As defined in the Scheme, it became effective on June 22, 2021 by filing the said order with Registrar of Companies.

During the year under review, the Company had entered into an agreement with PathPartner Technology Private Limited (“PathPartner”), an entity based in Bengaluru and its promoters for acquiring majority stake in PathPartner.

Further, on September 22, 2021, the Board of Directors has approved to purchase 25% shareholding in Future Mobility Solutions GmbH (‘FMS’). Over a period of three years, KPIT will acquire the balance shareholding. Majority shareholding is expected to be acquired in the last quarter of the Financial Year 2022-23.

Material changes and commitments affecting the financial position of the Company

During this period of global crisis, our priority was to ensure the safety and wellbeing of our employees while helping our customers maintain seamless business service continuity. The Company scaled up fast to adopt social distancing norms, adopting new policies and restricting travel while enabling remote working for our associates.

We enabled multilevel communication with clients, backed by a technology engagement plan covering detailed steps across various aspects of each program. We helped clients with their BCP, anticipating challenges in their business while addressing them with technological solutions. Customers have appreciated the swiftness of our response, quality control, data protection and the level of support to ensure business continuity.

Parallelly, the safety of our employees and their families is of paramount importance to us. KPIT partnered with various Hospitals for providing vaccination to KPITians and their immediate family members. We also facilitated to get parents/in-laws vaccinated on discounted payment basis. We are in constant communication with our teams across the globe for any assistance that they might need. We also prioritized the wellness of our associates for which various sessions such as consultation through doctors and psychologists, yoga trainer, talk with leading nutritionist etc. were conducted.

We are equipped to support the communities we serve and the ones our people inhabit. It is our commitment to help citizens live and work sustainably and confidently in an ever-changing digital landscape.

Significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

Enterprise Risk Management Policy

A policy to identify, assess, monitor and mitigate various risks to key business objectives of the Company is in place. A detailed information on Enterprise Risk Management is included in this Annual Report.

Annual Return

The Annual Return of the Company for the financial year 2020-21 in Form MGT-7 has been uploaded on website of the Company i.e. www.kpit.com.

Responsibility Statement of the Board of Directors

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors state that:

i) in the preparation of the annual accounts for the year ended March 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures,

if any;

ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profit of the Company for the year ended March 31, 2022;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act,

for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual financial statements have been prepared on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CEO & CFO Certification

Certificate by Mr. Kishor PatiL, CEO & Managing Director and Ms. Priyamvada Hardikar, Chief Financial Officer, pursuant to the provisions of regulation 17(8) of the SEBI (LODR) Regulations, 2015, for the year under review was pLaced before the Board of Directors of the Company at its meeting held on April 27, 2022.

A copy of such certificate forms a part of the Report on Corporate Governance.

Cost Records

The Company is not required to maintain cost records under the provisions of Section 148(1) of the Companies Act, 2013.

Directors & Officers Insurance Policy

The Company has in place an insurance policy for its Directors & Officers with a quantum and coverage as approved by the Board.

Acknowledgments

We take this opportunity to thank all the shareholders of the Company for their continued support.

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, soLidarity, co-operation and support.

We further thank the governments of various countries where we have our operations. We also thank the Government of India, particularly the Ministry of Communication and Information Technology, the Ministry of Commerce, the Ministry of Finance, the Ministry of Corporate Affairs, the Customs and Excise Departments, the Income Tax Department, the Reserve Bank of India, the State Governments, the Software Development Centers (SDCs)/SpeciaL Economic Zones (SEZs) - Bengaluru, Pune and aLL other government agencies for their support and Look forward for their continued support in future.