Director Report

Dear Members,

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)

Result of Operations

During the year under review, the total revenues from operations (consolidated) increased to Rs. 33,650.38 million (previous year Rs. 24,323.86 million), a growth of over 38.34% of the previous year. Earnings before interest, tax, depreciation and amortization was Rs. 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 Rs. 3,868.63 million to (previous year Rs. 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 Rs. 80.45 per US Dollar.

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

Dividend

The Board of Directors of the Company declared Interim Dividend of Rs. 1.45/- per equity share of face value of Rs. 10/- each (at 14.5%). The Board of Directors are also pleased to recommend a final dividend of Rs. 2.65/- per equity share of face value of Rs. 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 Rs. 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.

• 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.

• 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 Rs. 2,741.43 million consisting of 274,143,808 equity shares of Rs. 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 Rs. 1 crore 2 lakhs or more or employed for part of the year and in receipt of Rs. 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.

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 Rs. 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.

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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.

• 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.

• 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 Rs. 13,789 million (previous year Rs. 11,035 million) and foreign exchange outgo (including imports) has been Rs. 291 million (previous year Rs. 87 million).

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:

*The amount of investment is the present value of consideration (gross amount of investment H440 million) as at the acquisition date.

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

Annual Report on CSR Activities

1. Brief outline on CSR Policy of the Company:

Corporate Social Responsibility (CSR) has been an intrinsic part of KPIT's philosophy since its inception. Being a socially responsible business organization, we continue to push the bar higher through technology and innovation driven CSR activities. We believe that it is our moral responsibility to give back to the community, which in so many ways have contributed to our success and helped our business grow.

KPIT's Corporate Social Responsibility ("CSR") policy is aligned to have a stronger commitment towards the community. We demonstrate this commitment across all the regions of KPIT's global presence. The policy aims to create long-lasting impact across the focus areas of education, environment and employee engagement. We firmly believe, through technology and innovation, KPIT can add significant values to the communities worldwide.

2. Composition of CSR Committee:

3. Provide the web-link(s) where Composition of CSR committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the company: https://www.kpit.com/investors/policies-reports-filings/

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable.: Not Applicable

5. a) Average net profit of the company as per section 135(5): Rs. 2,091,589,532

b) Two percent of average net profit of the company as per section 135(5): Rs. 41,831,790

c) Surplus arising out of the CSR projects or programs or activities of the previous financial years: NIL

d) Amount required to be set off for the financial year, if any: NIL

e) Total CSR obligation for the financial year ((b)+(c)-(d)): Rs. 41,831,790

6. a) Amount Spent on CSR Projects (both Ongoing Project and other than ongoing projects): Rs. 39,762,986

b) Amount spent in Administrative Overheads: Rs. 2,092,789

c) Amount spent on Impact Assessment, if applicable: NIL

d) Total amount spent for the Financial Year[(a)+(b) +(c)]: Rs. 41,855,775

e) CSR amount spent or unspent for the financial year:

Details of CSR spent during the financial year are included in Notes to Accounts in Standalone Financial Statements (Refer note 41) The total spent referred in the annexure below is direct spend off Rs. 41,855,775/- towards CSR activities and the Company has also spent employee participation cost Rs. 10,424,465/- over and above to its direct spent.

f) Excess amount for set off, if any: NO

7. Details of Unspent CSR amount for the preceding three financial years: Nil

8. Whether any capital assets have been created or acquired through CSR amount spent in the financial year: Yes/No If yes, enter the number of Capital assets creates/acquired

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(All the fields should be captured as appearing in the revenue record, flat no, house no, Municipal Office/Municipal Corporation/ Gram panchayat are to be specified and also the area of the immovable property as well as boundaries)

9. Specify the reason(s), if the company has failed to spend two per cent of the average net profit as per section 135(5): N.A.