Directors Report of KFIN Technologies Ltd.

Mar 31, 2025

Your Directors have immense pleasure in presenting the 8^th Annual Report on the business and operations of the
Company together with the Audited Standalone and Consolidated Financial Statements for the financial year
ended March 31, 2025.

FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the financial year 2024-25 is
summarised below:

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	10,554.99	8,108.27	10,907.52	8,375.33
Other Income	336.42	239.21	377.24	246.51
Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and tax expenses	5,021.57	3,820.88	5,167.26	3,912.45
Less: Finance Costs	46.34	83.25	46.85	84.35
Less: Depreciation, Impairment and Amortisation Expense	593.27	486.21	644.51	530.20
Profit before Exceptional Items and loss of associate	4,381.96	3,251.42	4,475.90	3,297.90
Less: Exceptional Item	-	-	-	-
Profit before loss of associate	4,381.96	3,251.42	4,475.90	3,297.90
Less: Share of loss of associate (net of tax)	-	-	-	(24.08)
Profit Before Tax	4,381.96	3,251.42	4,475.90	3,273.82
Less: Tax expenses	1,126.48	797.18	1,149.65	813.34
Profit for the year	3,255.48	2,454.24	3,326.25	2,460.48
Other Comprehensive Income	(10.49)	(5.97)	(2.01)	(4.43)
Total Comprehensive Income for the year	3,244.99	2,448.27	3,324.24	2,456.05

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting
principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("Act") read with the
Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and
Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website at https://investor.kfintech.
com/annual-reports .

DIVIDEND

The Board of Directors, at their meeting held on
April 28, 2025, has recommended the payment of E 7.5
per equity share of face value E 10/- each, as final
dividend for the financial year ended March 31, 2025.
The payment of final dividend is subject to the approval
of members at the ensuing Annual General Meeting
and deduction of income tax at source.

The dividend recommended is in accordance with
the Dividend Distribution Policy ("DD Policy") of the
Company. The DD Policy sets out the parameters
and circumstances to be considered by the Board in
determining the distribution of dividend to its members

and/or the utilisation of the retained profits earned by
the Company. The DD Policy, as approved by the Board
of Directors, in terms of Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("LODR Regulations") is available on the Company''s
website at https://investor.kfintech.com/wp-content/
uploads/2022/ll/KFintech Dividend-Distribution-Policy.
pdf.

RESERVES

During the year under review, no amount was
transferred to any of the reserves by the Company.

SHARE CAPITAL

The paid-up equity share capital of the Company
at the beginning of the financial year was
E 1,70,98,86,730/-. During the year, the Company issued
10,94,670 new equity shares to the employees of the
Company under KFin Employee Stock Option Plan 2020.
As a result, the paid-up equity share capital of the
Company increased to E 1,72,08,33,430/-.

STATE OF AFFAIRS/REVIEW OF
OPERATIONS (STANDALONE)

During FY25, the Company achieved Revenue
from Operations of E 10,554.99 Million as against
E 8,108.27 Million in FY24, a growth of 30.18%.

The Profit for the year before Finance cost, Depreciation,
exceptional items and tax expenses items during the
year stood at E 5,021.57 Million, representing margin
to sales of 47.58%. The Company''s Profit before
tax was E 4,381.96 Million in FY25 as compared to
E 3,251.42 Million in FY24. The Company earned Other
income of E 336.42 Million during FY25 as compared to
E 239.21 Million in FY24 (mainly from Dividend income
and fair value gain from investment in mutual funds
and Interest income from bank deposits). Profit after
tax during FY25 was E 3,255.48 Million as against
E 2,454.24 Million in the previous year, a growth of
32.65%. The effective tax rate for FY25, including
provisions for deferred tax was 25.71%, as compared to
an effective tax rate of 24.52% during FY24.

On December 08, 2023, the Board of Directors approved
the shifting of the Company''s Registered Office from
Hyderabad in the state of Telangana to Mumbai in
the state of Maharashtra and the corresponding
amendment to the Memorandum of Association,
subject to requisite approvals from the members and
statutory authorities. Subsequently, the members
approved the same, via postal ballot on January 13,
2024. The Regional Director sanctioned the application
and confirmed the shifting of the Registered Office on
January 10, 2025. Consequently, the Company filed the
notice of change of registered office in e-Form INC-22
with the Registrar of Companies on February 06, 2025,
and the Company has received final approval of the
same on March 28, 2025.

STATE OF AFFAIRS / REVIEW OF
OPERATIONS (CONSOLIDATED)

During FY25, the Company achieved Revenue
from Operations of E 10,907.52 Million as against
E 8,375.33 Million in FY24, a growth of 30.23%.

The Profit for the year before Finance cost, Depreciation,
exceptional items, share of loss of associate and tax
expenses during the year stood at E 5,167.26 Million,

representing margin to sales of 47.37%. The Company''s
Profit before tax was E 4,475.90 Million in FY25 as
compared to E 3,273.82 Million in FY24. The Company
earned Other income of E 377.24 Million during FY25
as compared to E 246.51 Million in FY24 (mainly from
Dividend income and fair value gain from investment
in mutual funds, Interest income from bank deposits
and Gain on sale of investments in associate). Profit
after tax during FY25 was E 3,326.25 Million as against
E 2,460.48 Million in the previous year, a growth of 35.19%.
The effective tax rate for FY25, including provisions for
deferred tax was 25.69%, as compared to an effective
tax rate of 24.84% during FY24.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as per Regulation 34(2)(e) of the
LODR Regulations, is presented in a separate section
and forms a part of the Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34(2)(f) of the LODR Regulations
and SEBI circular no. SEBI/LAD-NRO/ GN/2021/22 dated
May 5, 2021, the Company provides the prescribed
disclosures as per the reporting requirements
on Environmental, Social and Governance (ESG)
parameters called the Business Responsibility
and Sustainability Report ("BRSR") which includes
performance against the nine principles of the National
Guidelines on Responsible Business Conduct and
each principle divided into essential and leadership
indicators. The BRSR forms part as a separate section
of the Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to implementing best
practices in corporate governance. The principles of
corporate governance are embedded in the spirit,
which constitutes the core values of the Company.
These guiding principles are also articulated through
the Company''s code of conduct and business ethics,
and charter of various sub-committees.

The Report on Corporate Governance for the year
under review as stipulated under Regulation 34 read
with Schedule V of the LODR Regulations forms a
crucial part and is presented in separate section of this
Annual Report.

The requisite certificate from M/s. D V Rao & Associates,
Company Secretaries, confirming compliance with
the conditions of corporate governance as stipulated
under Schedule V of the LODR Regulations is annexed as
an Annexure-3 to the Report on Corporate Governance.

The Board of Directors of the Company have
approved a Code of Conduct for Directors and Senior
Management and the same is available on the
Company''s website at https://investor.kfintech.com/
wp-content/uploads/2022/07/KFintech Code-of-
Conduct-for-Directors-and-Senior-Management.pdf.

The Directors and Senior Management Personnel have
confirmed their adherence to the aforementioned
Code for the year ended March 31, 2025.

KFIN EMPLOYEE STOCK OPTION PLAN

The KFin Employee Stock Option Plan 2020 ("KFin ESOP
2020") was originally approved by the members on
July 31, 2019, and subsequently amended on October
20, 2020. Post Initial Public Offer of the Company, KFin
ESOP 2020 and respective Schemes were ratified and
amended by the members on September 09, 2023.

During the year under review, the Company has
introduced KFin Employee Stock Option Plan 2024
("KFin ESOP 2024") which consists of Scheme A - Time
based vesting and Scheme B - Performance Linked
Equity Shares. The purpose for introducing the KFin
ESOP 2024 is to attract, retain and reward the talented
individuals in the Company and its Subsidiaries.
KFin ESOP 2024 including the Schemes thereto, was
approved by the Board of Directors of the Company,
subject to the requisite approvals, on September 05,
2024. The members of the Company approved the KFin
ESOP 2024 via Special Resolution through postal ballot
on November 07, 2024.

There has been no material change in the KFin ESOP
2020 and KFin ESOP 2024 during the year under review.
The disclosure relating to ESOPs required to be made
under the provisions of the Companies Act, 2013 and
the rules made thereunder and the Securities and
Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB
Regulations") have been placed on the website of the
Company and can be accessed at https://investor.
kfintech.com/esop .

The Company has obtained a certificate from M/s. D
V Rao & Associates, Company Secretaries, Secretarial
Auditors of the Company, confirming that KFin ESOP
2020 and KFin ESOP 2024 have been implemented
in accordance with the SEBI SBEB Regulations. The
certificate will be available for inspection by members
at the ensuing Annual General Meeting.

HOLDING, SUBSIDIARY, ASSOCIATE AND
JOINT VENTURE COMPANIES

Post the Initial Public Offer (IPO) of the Company, General
Atlantic Singapore Fund Pte. Ltd. ceased to be holding
Company of the Company as per the provisions of the
Act, however, General Atlantic Singapore Fund Pte. Ltd.
continues to be the promoter of the Company. Hence,
as on March 31, 2025, the Company does not have any
holding company.

As on March 31, 2025, the Company has the following 09
subsidiaries as under:

KFin Services Private Limited ("KSPL")

KSPL was incorporated on January 6, 2020, as a private
limited Company with the Registrar of Companies,
Telangana at Hyderabad and has shifted its registered
office to Mumbai. KSPL is engaged in the business of
supply of manpower services, as authorised by its
Memorandum of Association.

Hexagram Fintech Private Limited ("Hexagram")

Hexagram was incorporated on July 15, 2020, as
a private limited Company with the Registrar of
Companies, Karnataka at Bangalore and has shifted its
registered office to Mumbai. Hexagram is engaged in
the business of software development, as authorised
by its Memorandum of Association.

KFin Global Technologies (IFSC) Limited ("KGTL")

KGTL was incorporated on June 28, 2022, as a public
limited Company with the Registrar of Companies,
Gujarat at Ahmedabad. KGTL is authorised, by its
Memorandum of Association, to carry on the business
as an IFSC unit in accordance with the International
Financial Services Centres Authority Act, 2019, to act
as an intermediary as per such regulations, circulars
and guidelines issued by IFSCA, as may be amended
from time to time, and to act as a service provider as
per the framework for enabling ancillary services and /
or fintech entity, issued by IFSCA, as may be amended
from time to time. KGTL is not engaged in any active
business. In-principle approval has been received
from Reserve Bank of India (RBI) for investment in KGTL.
However, the investment in KGTL is currently pending.

WebileApps (India) Private Limited ("WAI")

WAI was incorporated on November 30, 2011, as
a private limited Company with the Registrar of
Companies, Telangana at Hyderabad and has shifted
its registered office to Mumbai. WAI is engaged in
the business of enterprise product development and
design services, specializing in artificial intelligence,
machine learning, mobility solutions, UI/UX, and other
products development for banking and financial
services industry, as authorised by its Memorandum
of Association.

WebileApps Technology Services Private
Limited ("WTS")

WTS was incorporated on March 09, 2015 as a private
limited Company with the Registrar of Companies,
Vijayawada at Andhra Pradesh and has shifted its
registered office to Mumbai. WTS is engaged in the
business of designing, developing, maintaining and
selling of web pages, web sites, web applications,
mobile applications, internet applications and software,
network integration, technology security solution etc.,
as authorised by its Memorandum of Association.

KFin Technologies (Bahrain) W.L.L.

("KFin Bahrain")

KFin Bahrain was incorporated as a limited Company
in the Kingdom of Bahrain with the Ministry of Industry,
Commerce and Tourism under the laws of Bahrain
on January 27, 1998. KFin Bahrain is engaged in the
business of other activities auxiliary to financial service
activities, i.e., fund administrator, as authorised by its
charter documents.

KFin Technologies (Malaysia) SDN. BHD.

("KFin Malaysia")

KFin Malaysia was incorporated as a private Company
under the laws of Malaysia on March 8, 2016. KFin
Malaysia is engaged in the business of Registrar &
Transfer Agency Services and Portfolio Services for
market intermediaries; services as Application Service
Provider (ASP), Software as a Service (SaaS) and / or with
Business Process Outsourcing (BPO) and the business
of Front-end, Back-end, White-Labelled Platforms
and Mobile Application Development Supporting
Registry Services, as authorised by its memorandum
of association.

Hexagram Fintech SDN. BHD.

("Hexagram Malaysia")

Hexagram Malaysia was incorporated as a private
Company under the laws of Malaysia on October 19,
2016. Hexagram Malaysia is engaged in the business
of information technology products and consultancy
services, as authorised by its constitution.

KFin Technologies (Thailand) Limited
("KFin Thailand")

KFin Thailand was incorporated as a private Company
under the laws of Thailand on November 12, 2024.
KFin Thailand is engaged in the business of providing
software solutions services, consultancy services
and securities registrar services, as authorised by
its constitution.

The Company has formulated a Policy on material
subsidiaries of the Company. The said policy is
available on the Company''s website at https://investor.
kfintech.com/wp-content/uploads/2022/07/KFintech
Material-Subsidiaries-Policy.pdf.

Associate Company

At the beginning of the year, the Company had 01
associate company named Fintech Products and
Solutions (India) Private Limited ("FPSIPL"). The Company
had entered into definitive agreements with respect to
the disinvestment by the Company of the entire stake
of 20.95% of the total issued and paid-up share capital
of FPSIPL. The said disinvestment was completed by the
Company on July 03, 2024. Consequently, the FPSIPL
ceased to be the associate company with effect from
July 03, 2024. As on March 31, 2025, the Company has
no associate company.

Joint Venture Company

MFC Technologies Private Limited ("MTPL")

MTPL was incorporated as a private limited company
on March 8, 2025, with the Registrar of Companies in
Mumbai, Maharashtra. It is a joint venture between the
Company and Computer Age Management Services
Limited. MTPL''s purpose is to own, develop, maintain, and
operate the jointly developed investment management
platform and ecosystem named ''MF Central,'' as
authorized by its Memorandum of Association. The in¬
principle approval from Securities and Exchange Board
of India has been received, however, the investment in
MTPL continues to be under process.

PERFORMANCE OF
SUBSIDIARY COMPANIES

A statement providing details of performance,
contribution to the overall performance of the Company
and salient features of the financial statements of the
Subsidiary Companies, is provided as an Annexure to
the consolidated financial statement and therefore,
not repeated in this Report to avoid duplication.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and
LODR Regulations read with Ind AS-110-Consolidated
Financial Statements, the Consolidated Audited
Financial Statements form a part of the Annual Report.

In accordance with Section 136 of the Act, the Audited
Financial Statements including the Consolidated
Financial Statements of the Company are available
on the Company''s website at https://investor.kfintech.
com/annual-reports . The individual Standalone
Financial Statement of all Subsidiaries are available
on the Company''s website at https://investor.kfintech.
com/subsidiaries .

A copy of separate Audited Financial Statements
in respect of the subsidiaries will be provided to any
shareholder of the Company who requests for it and
the said annual Audited Financial Statements of the
Company and subsidiaries will also be kept open for
inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS,
EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met nine
(09) times during the year on April 29, 2024, May 06,
2024, May 24, 2024, July 26, 2024, September 05, 2024,
October 28, 2024, November 28, 2024, January 23, 2025,
and March 05, 2025 respectively.

Formal Annual Evaluation

In accordance with the Act and Regulation 17 and other
applicable provisions of the LODR Regulations, the
performance evaluation of the Board, its Committees
and of the Directors was carried out during the year
under review.

Manner of effective evaluation

The Company has laid down evaluation criteria
separately for the Board, its Committees, and the
Directors in the form of questionnaire in line with the
Evaluation Framework for the Board of Directors, as
approved by the Board.

Evaluation of Directors

The criteria for evaluation of Directors include
parameters such as attendance, acquaintance with
business, communication inter-se between board
members, effective participation, industry knowledge,
compliance with code of conduct, focus on core
values, vision, and mission of the Company, etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether
Board meetings were held in time, all items which were
required as per law to be placed before the Board were
placed or not, whether the same have been discussed
and appropriate decisions were taken, adherence
to legally prescribed composition and procedures,
timely induction of additional / women Directors
and replacement of Board members / Committee
members, whenever required, and whether the Board
facilitates the Independent Directors to perform their
role effectively.

The criteria for evaluation of Committee include
taking up roles and functions as per its terms of
reference, independence of the Committee, whether
the Committee has sought necessary clarifications,
information and explanations from management,
internal and external auditors, etc.

Based on such criteria, the evaluation was completed
for each Director, Committees and the Board of Directors
and the observations of the Directors were discussed
and presented to the Chairperson of the Board. The
performance evaluation of Non-Independent Directors

i.e., Mr. Vishwanathan Mavila Nair, Mr. Venkata Satya
Naga Sreekanth Nadella, Mr. Shantanu Rastogi, Mr. Alok
C Misra, Mr. Srinivas Peddada, Mr. Chetan Savla and the
entire Board were carried out.

The performance evaluation of the Independent
Directors i.e., Mr. Prashant Saran, Mr. Kaushik Mazumdar,
Ms. Radha Rajappa and Mr. Chengalath Jayaram was
also carried out.

The Directors expressed their satisfaction with the
evaluation process. Performance evaluation of the
Board, its various Committees and Directors including
Independent Directors was found satisfactory.

Board of Directors

Mr. Chengalath Jayaram (DIN: 00012214) was appointed
as an Additional Director (Non-Executive, Independent)
by the Board of Directors with effect from May 24, 2024,
for a period of 5 (five) consecutive years i.e., up to
May 23, 2029 (both days inclusive), not liable to retire
by rotation, and his appointment was subsequently
approved by the members of the Company through
special resolution passed with the requisite majority by
way of postal ballot via remote e-voting on July 06, 2024.

The Company received a letter from Kotak Mahindra
Bank Limited ("KMBL") in relation to substitution of
Mr. Jaideep Hansraj (DIN: 02234625), Non-Executive
Nominee Director of the Company with Mr. Chetan
Savla (DIN: 10213435). Consequently, Mr. Jaideep
Hansraj had vide his letter dated November 28, 2024,
resigned from the Board of Directors as well as from
the membership of the Committees of the Board of
Directors, citing other pressing commitments, with
effect from November 28, 2024.

Mr. Chetan Savla (DIN: 10213435) was appointed as an
Additional Director (Non-Executive, Nominee), liable
to retire by rotation, by the Board of Directors with
effect from November 28, 2024, and his appointment
was subsequently approved by the members of the
Company as a Nominee Director through ordinary
resolution by way of postal ballot via remote e-voting
on January 09, 2025.

Except the aforesaid, there were no changes in the
composition of the Board of Directors during the year
under review. Subsequent to the close of the year under
review, Mr. Shankar Iyer (DIN: 02134073) was appointed
as an Additional Director (Non-Executive, Independent)
by the Board of Directors subject to approval of the
members, with effect from April 28, 2025, for a period
of 5 (five) consecutive years i.e., up to April 27, 2030
(both days inclusive), not liable to retire by rotation, and
his appointment was subsequently approved by the
members of the Company through special resolution
passed with the requisite majority by way of postal
ballot via remote e-voting on June 07, 2025.

In accordance with the provisions of the Act
and the Articles of Association of the Company,
Mr. Srinivas Peddada and Mr. Shantanu Rastogi will retire
by rotation at the ensuing annual general meeting.
The Board of Directors, on the recommendation of
the Nomination and Remuneration Committee, have
recommended their re-appointment to the members
for their approval.

Independent Directors

As on March 31, 2025, the Company has 4

Independent Directors, namely, Mr. Prashant Saran,
Mr. Kaushik Mazumdar, Ms. Radha Rajappa and
Mr. Chengalath Jayaram. During the year, Mr. Chengalath
Jayaram was appointed as an Independent Director
with effect from May 24, 2024.

Declaration by Independent Directors

The Company has received declaration of
independence in terms of Section 149 (6) and (7) of
the Act and as per the LODR Regulations, from the
Independent Directors of the Company.

The Independent Directors of the Company have in
terms of Section 150 of the Companies Act, 2013 read
with the Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, confirmed that
they have enrolled themselves in the Independent
Directors'' Databank maintained by the Indian Institute
of Corporate Affairs and either completed the
proficiency test or are exempted from undergoing
such test.

Company''s Policy on Directors'' Appointment
and Remuneration etc.

The Company has devised, inter-alia, a policy on
Director''s appointment and Remuneration including
that of Key Managerial Personnel, Senior Management
Personnel and other employees. The policy sets out the
guiding principles for the Nomination and Remuneration
Committee for identifying persons who are qualified to
become Directors and to determine the independence
of Directors, while considering their appointment as
Directors of the Company and that remuneration is
directed towards rewarding performance based on
Individual as well as Organizational achievements and
Industry benchmark.

There has been no change in the policy during the year
under review. The policy is available on the Company''s
website at https://investor.kfintech.com/wp-content/
uploads/2022/07/KFintech Remuneration-Policy.pdf.

Familiarization Programme for
Independent Directors

The Company has adopted a framework, duly
approved by the Board of Directors for Familiarization
Programmes for Independent Directors. The objective
of the framework is to ensure that the Independent
Directors have a greater insight into the business
of the Company, enabling them to contribute more
effectively in decision making.

During the year under review, the Company has
conducted Familiarization Programmes on Business
and Operational Performance, Financial Results and
Performance, Business Units Walkthrough, Business
Outlook and Strategy, and Statutory Environment for
Independent Directors.

The details of Familiarization Programme are available
on the Company''s website at https://investor.kfintech.
com/wp-content/uploads/2025/04/KFintech
Familiarization-Programme-for-Independent-
Directors-24-25.pdf

Key Managerial Personnel

There was no change in the Key Managerial Personnel
of the Company during the year under review.

AUDIT COMMITTEE

As on March 31, 2025, the composition of the Audit

Committee is as under¹

Sr. No.	Full Name	Designation	Category
1.	Mr. Kaushik Bishnu Mazumdar	Independent Director	Chairperson
2.	Mr. Prashant Saran	Independent Director	Member
3.	Ms. Radha Rajappa	Independent Director	Member
4.	Mr. Alok C Misra	Non-Executive Nominee Director	Member

During the year under review, all recommendations
made by the Audit Committee were accepted by
the Board.

DEVELOPMENT AND IMPLEMENTATION OF
RISK MANAGEMENT PLAN

Risk management broadly includes the ongoing
identification, measurement, assessment, prioritization,
and mitigation of risks followed by integrated and
strategic application of relevant resources to minimize,
monitor and control the probability or impact of
adverse or negative events from occurring.

Risk taking is an integral part of the business. The
Company is committed to proactively identifying and
managing business risks to facilitate achievement of
business objectives.

The management teams across businesses and
functions analyses risks in their operations and
related to their strategic objectives, at least annually,
considering bottom-up risk assessment, an external
outlook and top management input.

In accordance with the provisions of LODR Regulations,
the Board has constituted a Risk Management
Committee and formulated a Risk Management Policy.
The Risk Management Committee conducts integrated
risk and performance reviews along with the senior
executives engaged in different business divisions and
functions. The Committee reviews identified risks and
the effectiveness of the developed mitigation plans to
provide feedback and guidance on emerging risks.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party
Transactions during the year under review, which
were in the ordinary course of business and made
on terms equivalent to those that prevail in arm''s
length transactions.

During the year, the Company had not entered
into any contract / arrangement / transaction with
related parties which could be considered material
in accordance with the policy of the Company on
materiality of related party transactions or which is
required to be reported in Form No. AOC-2 in terms of
Section 134(3)(h) read with Section 188 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with
Related Party Transactions. The same is available on
the Company''s website at https://investor.kfintech.
com/wp-content/uploads/2025/06/KFintech RPT-
Policy.pdf.

The details of all the transactions with Related
Parties are provided in the accompanying financial
statements. Members may refer to Note 38 to
the Financial Statements which sets out related
party disclosures pursuant to IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY
(CSR)

During the year under review, the Company made
contribution as part of its CSR initiatives towards
the following:

Sr. No.	CSR Project / Activity	Amount Spent
1.	Solar Farm at Jinnaram	1.70
2.	Scholarship - Degree (Telangana)	5.72
3.	Scholarship - Junior (Telangana)	0.29
4.	Lab Infrastructure Installation - (KISS, Odisha)	5.67
5.	Tribal Scholarship - Junior (KISS, Odisha)	0.50
6.	Ethnobotanical Garden	2.30
7.	TNC - The Nature Conservancy Centre - Satpura Tiger Reserve	4.53
8.	Water Conservation	2.00
9.	State Tribal Program	26.43
10.	CSR Program - Others*	3.28
	Total	52.42

* It includes the amount of W 0.31 Million for utilisation of carried
forwarded excess amount spent from prior years.

During the year, the Company has spent around 2.00%
of the average net profits of last three financial years
on CSR activities.

As on March 31, 2025, the composition of the Corporate
Social Responsibility Committee is as under:

Sr. No.	Full Name	Designation	Category
1.	Ms. Radha Rajappa	Independent Director	Chairperson
2.	Mr. Prashant Saran	Independent Director	Member
3.	Mr. Alok C Misra	Non-Executive Nominee Director	Member

CORPORATE SOCIAL
RESPONSIBILITY POLICY

The Company considers Corporate Social Responsibility
as a process by which an organization thinks about
and evolves its relationships with stakeholders for the
common good, and demonstrates its commitment in
this regard.

The Corporate Social Responsibility policy formulated
by the CSR Committee and approved by the Board
remains unchanged. The policy is available on the
Company''s website at https://investor.kfintech.com/
wp-content/uploads/2022/11/KFintech CSR-Policy.pdf.

An Annual Report on CSR activities in terms of Section
134(3)(o) of the Act read with the Companies (Corporate
Social Responsibility) Rules, 2014 is attached herewith
as ''Annexure 3'' to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended,
draft annual return in Form MGT-7 is available on the
Company''s website at https://investor.kfintech.com/
annual-returns .

WHISTLE BLOWER POLICY /

VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil)
Mechanism and formulated a Whistle Blower and
Vigil Mechanism Policy. The details of the Policy are
included in the Corporate Governance Report, which
forms part of this Annual Report. The policy is available
on the Company''s website at https://investor.kfintech.
com/wp-content/uploads/2022/07/KFintech Whistle-
Blower-and-Vigil-Mechanism-Policy.pdf

SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant
and material orders passed by the Regulators / Courts
which would impact the going concern status of the
Company and its future operations.

STATUTORY AUDITORS

M/s. B S R and Co, Chartered Accountants (ICAI Firm
Registration No. 128510W) were appointed as the
Statutory Auditors of the Company, for a term of five (5)
consecutive years, by the members of the Company
on September 25, 2023, i.e., from the conclusion of the
6^th Annual General Meeting until the conclusion of the
11^th Annual General Meeting.

STATUTORY AUDITOR''S REPORT

The Notes on financial statements referred to in the
Statutory Auditor''s Report are self-explanatory and
do not call for any further comments. The Statutory
Auditor''s Report for the FY 2024-25 does not contain
any qualifications, reservations, adverse remarks, or
disclaimer, or frauds, except for an alleged misconduct
by a former employee against a customer as referred
to in clause (xi) (a) of Annexure A to the Statutory
Auditor''s Report. Refer below for Board''s response on
the matter. Except for the aforesaid alleged misconduct
by a former employee, there were no frauds reported
by the auditors, under sub-section (12) of Section 143 of
the Act.

Board''s response

During the year, a customer of the Company has called
upon the Company to indemnify it against an alleged
misconduct by a former employee. The Company has
denied any obligation to indemnify the customer until
such allegations are legally established in a competent
court. This matter is currently sub judice. Based on our

assessment, it is unlikely to have a material impact on
the financial statements of the Company.

COST RECORDS AND AUDIT

Under Section 148 of the Act, the Central Government
has prescribed maintenance and audit of cost records
vide the Companies (Cost Records and Audit) Rules, 2014
to such class of Companies as mentioned in the Table
appended to Rule 3 of the said Rules. CETA headings
under which Company''s products are covered are
not included in the said Table. Hence, during the year
under review, maintenance of cost records and cost
audit provisions were not applicable to the Company.

INTERNAL AUDIT

Ernst & Young LLP were appointed as the Internal
Auditors of the Company for the Financial Year
2024-25. The Internal Audit plan is approved by the
Audit Committee at the beginning of the year and the
audit is oriented towards the review of internal controls
in the Company''s business operations including
Infosec / Cyber review and review of related party /
shared services transactions. The Audit Committee is
presented with quarterly updates on the audit along
with a summary of audit observations, if any and
follow-up actions thereon.

SECRETARIAL AUDITORS

The Board of Directors appointed M/s. D V Rao and
Associates, Company Secretary, as the Secretarial
Auditors of the Company for the financial year 2024-25.

Subsequent to the Financial Year 2024-25, the Board
of Directors at their meeting held on June 24, 2025,
subject to the approval of the members at the ensuing
Annual General Meeting, appointed M/s. D V Rao and
Associates, Company Secretary as the Secretarial
Auditors of the Company, for a period of five (5)
consecutive Financial Years, i.e., from the FY 2025-26 to
2029-30.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 16, 2025, issued
by M/s. D V Rao & Associates, Company Secretaries,
Secretarial Auditors, is attached hereto as ''Annexure
2'' to this Report. The Secretarial Audit Report does
not contain any qualification, reservations, adverse
remark, or disclaimer by the Secretarial Auditor.

ANNUAL SECRETARIAL
COMPLIANCE REPORT

The Company has undertaken an audit for the
FY 2024-25 for all applicable compliances as per
Securities and Exchange Board of India''s regulations
and circulars / guidelines issued thereunder. The Annual
Secretarial Compliance Report pursuant to Regulation

24A of the LODR Regulations has been issued by M/s. D
V Rao & Associates, Company Secretaries, Secretarial
Auditors of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) i n the preparation of the annual accounts, the
applicable accounting standards read with
requirements set out under Schedule III to the Act
have been followed and there are no material
departures from the same;

b) we 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 at the end of the financial year
and of the profit of the Company for that period;

c) we 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;

d) we have prepared the annual accounts on a going
concern basis;

e) we 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

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial
Control Systems commensurate with its size and
nature of business. The internal control systems are
designed to ensure that the financial statements
are prepared based on reliable information. Internal
Audit is continuously conducted by Ernst & Young LLP
and Internal Audit Reports are reviewed by the Audit
Committee on quarterly basis.

PARTICULARS OF LOANS GIVEN,
GUARANTEES / SECURITIES PROVIDED
AND INVESTMENTS MADE

During the year under review, the Company has not
given any loan or provided any guarantee, or any
security as covered under Section 186 of the Act. The
particulars of investments made are provided in Note 7
to the Standalone Financial Statements.

The Company has obtained a certificate from the
Statutory Auditors certifying that the Company is in
compliance with the FEMA laws with respect to the
downstream investment during the Financial Year
under review.

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

The Company has in place a Policy for Prevention,
Prohibition and Redressal of Sexual Harassment at
workplace which is in line with the requirements of
the Sexual Harassment of women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
Rules made thereunder ("POSH"). All employees
(permanent, contractual, temporary and trainees)
are covered under this Policy. The Company has
constituted an Internal Committee for its Head Office
and branches under Section 4 of the captioned Act. No
complaint was received by these committees during
the year under review.

Particulars	Nos.
Number of complaints of sexual harassment received in the year	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil

The Company has filed an Annual Report with the
concerned Authority.

PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The prescribed particulars of employees required
under Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are attached as
''Annexure 1'' and forms a part of this Report.

The information pursuant to Section 197(12) of the
Act read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 pertaining to the top ten
employees in terms of remuneration drawn and their
other details also form a part of this Report. However,
the report and the accounts are being sent to the
members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open for
inspection at the Registered Office of the Company.
Any shareholder interested in obtaining a copy of the
same may write to [email protected].

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and
outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules,
2014 is furnished as below:

A. Conservation of Energy

The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting, and
utilities on the work premises. All possible measures have been taken to conserve energy.

Sr. No.	Particulars	Details
i.	The steps taken or impact on conservation of energy	The Company operates in low intensity energy environment. The Company has implemented several measures towards effective energy conservation within the organization.
ii.	The steps taken by the Company for utilizing alternate sources of energy	Not applicable, in view of comments in clause (i)
iii.	The capital investment in energy conservation equipment	Not applicable, in view of comments in clause (i)
B.	Technology Absorption, Adaptation, and Innovation
Sr. No.	Particulars	Details
i.	The efforts made towards technology absorption	The Company develops in-house applications to bring out innovative technology solutions for the clients and ecosystem it services.
ii.	The benefits derived like product improvement, cost reduction, product development or import substitution	The Company launched upgraded products in the areas of issuer solutions, data analytics and other value added services. The Company continues to invest in technology upgradation to meet the evolving needs of the industry.
iii.	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Not applicable
	(a) the details of technology imported
	(b) the year of import
	(c) whether the technology has been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iv.	The expenditure incurred on research and development	Not applicable

C. Foreign Exchange Earnings and Outgo (f Millions)

Particulars	FY 2024-25	FY 2023-24
Inflow	504.32	513.74
Outflow	13.17	21.65

SECRETARIAL STANDARDS

The Company has devised proper systems to

ensure compliance with the provisions of applicable

Secretarial Standards issued by the Institute of

Company Secretaries of India and that such systems

are adequate and operating effectively.

OTHER DISCLOSURES

a. There has been no change in the nature of business
of the Company during the year under review.

b. No Director of the Company is in receipt of
any remuneration or commission from any of
its subsidiaries.

c. The Company does not have any scheme or
provision of money for the purchase of its own
shares by employees or by trustees for the benefit
of employees.

d. The Company has not accepted any public
deposit. Accordingly, details related to deposits
covered under Chapter V of the Act are not
required to be given.

e. There has been no issue of shares (including sweat
equity shares) to employees of the Company
under any scheme save and except Employees''
Stock Options Schemes referred to in this Report.

f. There are no proceedings pending under the
Insolvency and Bankruptcy Code, 2016.

g. There was no instance of one-time settlement with
any Bank or Financial Institution.

h. During the financial year, there has been no revision
in the Financial Statements or Board''s Report.

i. The Company has not issued any shares with
differential right as to dividend, voting or otherwise.

j. The Company has complied with the provisions
relating to the Maternity Benefits Act, 1961.

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
STATEMENT RELATES AND THE DATE OF
THE REPORT

There were no material changes and commitments,
which affected the Company''s financial position,
between the end of the financial year and the date of
this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense
of appreciation for the employees of the Company for
their contribution towards the Company''s performance.
Your Directors also wish to thank the Members,
Customers, Governments, Regulatory authorities,
Vendors, Bankers and other business associates for
their continuous support during the year under review.

On Behalf of the Board of Directors of
KFin Technologies Limited

Vishwanathan Mavila Nair Venkata Satya Naga Sreekanth Nadella

Chairperson Managing Director and CEO

DIN: 02284165 DIN: 08659728

June 24, 2025 June 24, 2025

Mumbai Mumbai

---

Mar 31, 2024

Your Directors have immense pleasure in presenting the 7^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31,2024.

FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the financial year 2023-24 is summarised below:

('' Millions)

Particulars	Standalone		Consolidated
	Year ended March 31,2024	Year ended March 31, 2023	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	8,108.27	6,964.50	8,375.33	7,200.27
Other Income	239.21	170.40	246.51	174.94
Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and tax expenses	3,820.88	3,134.70	3,912.45	3,155.30
Less: Finance Costs	83.25	106.12	84.35	106.44
Less: Depreciation and Amortization Expenses	486.21	434.48	530.20	466.68
Profit before Exceptional Items and loss of associate	3,251.42	2,594.10	3,297.90	2,582.18
Less: Exceptional Item	-	-	-	-
Profit before loss of associate	3,251.42	2,594.10	3,297.90	2,582.18
Less: Share of loss of associate (net of tax)	-	-	(24.08)	-
Profit Before Tax	3,251.42	2,594.10	3,273.82	2,582.18
Less: Tax expenses	797.18	631.57	813.34	624.82
Profit for the year	2,454.24	1,962.53	2,460.48	1,957.36
Other Comprehensive Income	(5.97)	(4.78)	(4.43)	0.02
Total Comprehensive Income for the year	2,448.27	1,957.75	2,456.05	1,957.38

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 (“Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website at https://investor.kfintech.com/ annual-reports/.

DIVIDEND

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”). The policy is available on the Company''s website at https://investor. kfintech.com/wp-content/uploads/2022/11/KFintech_ Dividend-Distribution-Policy.pdf.

Considering the strong performance of the Company, the Board of Directors have recommended a final dividend of ? 5.75/- per equity share of face value ? 10/- each, for the financial year ended March 31,2024. The payment of dividend is subject to the approval of members at the ensuing Annual General Meeting and deduction of income tax at source.

RESERVES

During the year under review, no amount was transferred to any reserve.

SHARE CAPITAL

The paid-up equity share capital of the Company at the beginning of the financial year was ? 1,692,286,990/-. During the year, the Company issued 1,759,974 new equity shares to the employees of the Company under KFin Employee Stock Option Plan 2020. As a result, the paid-up equity share capital of the Company increased to ? 1,709,886,730/-.

The Non-Convertible Redeemable Preference Shares of the Company (“RPS”) at the beginning of the financial year was ? 200,000/-. During the year, in accordance with the approvals of the Board on September 27, 2023, and the members on October 23, 2023, the Company completed the buyback of the RPS on November 30, 2023. During the year, no new Preference Shares were issued by the Company.

STATE OF AFFAIRS / REVIEW OF OPERATIONS (STANDALONE)

During FY 24, the Company achieved Revenue from Operations of ? 8,108.27 Million as against ? 6,964.50 Million in FY 23, a growth of 16.42%.

The Profit for the year before Finance cost, Depreciation, exceptional items and tax expenses items during the year stood at ? 3,820.88 Million, representing margin to sales of 47.12%. The Company''s Profit before tax was ? 3,251.42 Million in FY 24 as compared to ? 2,594.10 Million in FY 23. The Company earned other income of ? 239.21 Million during FY 24 as compared to ? 170.40 Million in FY 23 (mainly from dividend income from its investment, interest income on Fixed deposits and interest income on income tax refund). Profit after tax during FY 24 was ? 2,454.24 Million as against ? 1,962.53 Million in the previous year, a growth of 25.05%. The effective tax rate for FY 24, including provisions for deferred tax was 24.52 %, as compared to an effective tax rate of 24.35% during FY 23.

The Board of Directors of the Company have, subject to the requisite approvals as may be required, approved the shifting of the Registered Office of the Company and consequential amendment to the Memorandum of Association of the Company, on December 08, 2023. Thereafter, the members of the Company have approved the shifting of Registered Office of the Company from Hyderabad in the State of Telangana to Mumbai in the State of Maharashtra, through postal ballot on January 13, 2024. The Company is awaiting necessary statutory approvals for the same.

STATE OF AFFAIRS / REVIEW OF OPERATIONS (CONSOLIDATED)

During FY 24, the Company achieved Revenue from Operations of ? 8,375.33 Million as against ? 7,200.27 Million in FY 23, a growth of 16.32%.

The Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and tax expenses during the year stood at ? 3,912.45 Million, representing margin to sales of 46.71%. The Company''s Profit before tax was ? 3,273.82 Million in FY 24 as compared to ? 2,582.18 Million in FY 23. The Company earned other income of ? 246.51 Million during FY 24 as compared to ? 174.94 Million in FY 23 (mainly from dividend income from its investment, interest income on Fixed deposits and interest income on income tax refund). Profit after tax during FY 24 was ? 2,460.48 Million as against ? 1,957.36 Million in the previous year, a growth of 25.70%. The effective tax rate for FY 24, including provisions for deferred tax was 24.84%, as compared to an effective tax rate of 24.20 % during FY 23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with Regulation 34 of the LODR Regulations, the Management Discussion and Analysis Report for the year under review, forms part as a separate section of the Annual Report.

BUSINESS RESPONSIBILITYAND SUSTAINABILITY REPORT

In accordance with Regulation 34 of the LODR Regulations, the Business Responsibility and Sustainability Report for the year under review, forms part as a separate section of the Annual Report.

CORPORATE GOVERNANCE REPORT

In accordance with Regulation 34 read with Schedule V of the LODR Regulations, a Report on Corporate Governance for the year under review, forms part as a separate section of the Annual Report.

A certificate from M/s. D V Rao & Associates, Company Secretaries, confirming compliance with corporate governance requirements under the LODR Regulations, is annexed as an Annexure to the Corporate Governance Report.

The Board of Directors of the Company have approved a Code of Conduct for Directors and Senior Management and the same is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/07/ KFintech_Code-of-Conduct-for-Directors-and-Senior-Management.pdf.

The Directors and senior management personnel have affirmed their compliance with the said Code for the year ended March 31, 2024.

KFIN EMPLOYEE STOCK OPTION PLAN

The KFin Employee Stock Option Plan 2020 (“ESOP 2020”) was originally approved by the members on July 31, 2019, and subsequently amended on October 20, 2020. Post the

initial public offer (“IPO”) of the Company, the said Plan and respective Schemes were ratified and amended by the members on September 09, 2023.

The Company has obtained a certificate from M/s. D V Rao & Associates, Company Secretaries, Secretarial Auditors of the Company, confirming that ESOP 2020 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEB Regulations”). The certificate will be available for inspection by members at the ensuing Annual General Meeting.

The details as required to be disclosed as per Regulation 14 of the SEBI SBEB Regulations are placed on the Company''s website at https://investor.kfintech.com/esop/.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Post the IPO of the Company, General Atlantic Singapore Fund Pte. Ltd. (“GASF”) ceased to be holding Company of the Company as per the provisions of the Act, however, GASF continues to be the promoter of the Company.

As on March 31, 2024, the Company has 08 subsidiaries as under:

KFin Services Private Limited (“KSPL”)

KSPL was incorporated on January 6, 2020, as a private limited Company with the Registrar of Companies, Telangana at Hyderabad. KSPL is engaged in the business of supply of manpower services, as authorised by its Memorandum of Association.

Hexagram Fintech Private Limited (“Hexagram”)

Hexagram was incorporated on July 15, 2020, as a private limited Company with the Registrar of Companies, Karnataka at Bangalore. Hexagram is engaged in the business of software development, as authorised by its Memorandum of Association.

KFin Global Technologies (IFSC) Limited (“KGTL”)

KGTL was incorporated on June 28, 2022, as a public limited Company with the Registrar of Companies, Gujarat at Ahmedabad. KGTL is authorised, by its Memorandum of Association, to carry on the business as an IFSC unit in accordance with the International Financial Services Centres Authority Act, 2019, to act as an intermediary as per such regulations, circulars and guidelines issued by IFSCA, as may be amended from time to time, and to act as a service provider as per the framework for enabling ancillary services and / or fintech entity, issued by IFSCA, as may be amended from time to time. KGTL is not engaged in any active business.

WebileApps (India) Private Limited (“WAI”)

WAI was incorporated on November 30, 2011, as a private limited Company with the Registrar of Companies, Telangana at Hyderabad. WAI is engaged in the business of enterprise product development and design services, specializing in artificial intelligence, machine learning, mobility solutions, UI / UX, and other products development for banking and financial services industry, as authorised by its Memorandum of Association.

WebileApps Technology Services Private Limited (“WTS”)

WTS was incorporated on March 09, 2015 as a private limited Company with the Registrar of Companies, Vijayawada at Andhra Pradesh. WTS engaged in the business of designing, developing, maintaining, sale of web pages, web sites, web applications, mobile applications, internet applications and software, network integration, technology security solution etc., as authorised by its Memorandum of Association.

KFin Technologies (Bahrain) W.L.L. (“KFin Bahrain”)

KFin Bahrain was incorporated as a limited Company in the Kingdom of Bahrain with the Ministry of Industry, Commerce and Tourism under the laws of Bahrain on January 27, 1998. KFin Bahrain is engaged in the business of other activities auxiliary to financial service activities, i.e., fund administrator, as authorised by its charter documents.

KFin Technologies (Malaysia) SDN. BHD. (“KFin Malaysia”)

KFin Malaysia was incorporated as a private Company under the laws of Malaysia on March 8, 2016. KFin Malaysia is engaged in the business of Registrar & Transfer Agency Services and Portfolio Services for market intermediaries; services as Application Service Provider (ASP), Software as a Service (SaaS) and / or with Business Process Outsourcing (BPO) and the business of Front-end, Backend, White-Labelled Platforms and Mobile Application Development Supporting Registry Services, as authorised by its memorandum of association.

Hexagram Fintech SDN. BHD. (“Hexagram Malaysia”)

Hexagram Malaysia was incorporated as a private Company under the laws of Malaysia on October 19, 2016. Hexagram Malaysia is engaged in the business of information technology products and consultancy services, as authorised by its constitution.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/07/KFintech_Material-Subsidiaries-Policy.pdf.

Fintech Products and Solutions (India) Private Limited (“FPSIPL”)

FPSIPL was incorporated on May 19, 2016 as a private limited Company with the Registrar of Companies, Hyderabad. FPSIPL, is in the business of providing technology solutions for the BFSI sector.

PERFORMANCE OF SUBSIDIARY COMPANIES

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statements of the Subsidiary Companies, is provided as an Annexure to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and LODR Regulations read with Ind AS-110-Consolidated Financial Statements, the Consolidated Audited Financial Statements form a part of the Annual Report.

In accordance with Section 136 of the Act, the Audited Financial Statements including the Consolidated Financial Statements of the Company are available on the Company''s website at https://investor.kfintech.com/annual-reports/.

The individual Standalone Financial Statement of all Subsidiaries are available on the Company''s website at https://investor.kfintech.com/subsidiaries/.

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to any shareholder of the Company who requests for it and the said annual Audited Financial Statements of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met ten times during the year on May 05, 2023, May 19, 2023, June 23, 2023, July 28, 2023, August 11, 2023, September 27, 2023, October 11, 2023, October 20, 2023, November 20, 2023, and January 25, 2024 respectively.

Formal Annual Evaluation

In accordance with the Act and Regulation 17 and other applicable provisions of the LODR Regulations, the

performance evaluation of the Board, its Committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria separately for the Board, its Committees, and the Directors in the form of questionnaire in line with the Evaluation Framework for the Board of Directors, as approved by the Board.

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, Industry knowledge, compliance with code of conduct, focus on core values, vision, and mission of the Company, etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional / women Directors and replacement of Board members / Committee members, whenever required, and whether the Board facilitates the independent Directors to perform their role effectively.

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors, etc.

Based on such criteria, the evaluation was completed for each Director, Committees and the Board of Directors and the observations of the Directors were discussed and presented to the Chairperson of the Board. The performance evaluation of Non-Independent Directors i.e., Mr. Vishwanathan Mavila Nair, Mr. Venkata Satya Naga Sreekanth Nadella, Mr. Shantanu Rastogi, Mr. Alok C Misra, Mr. Srinivas Peddada, Mr. Jaideep Hansraj, and the entire Board was carried out.

The performance evaluation of the Independent Directors i.e., Mr. Prashant Saran, Mr. Kaushik Mazumdar and Ms. Radha Rajappa was also carried out.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and Directors including Independent Directors was found satisfactory.

Board of Directors

Mr. Sandeep Naik (DIN: 02057989), Non-Executive Nominee Director of the Company had vide his letter dated July 25, 2023, resigned from the Board of Directors as well as from the membership of the Committees of the Board of Directors, citing other pressing commitments, with effect from July 25, 2023.

Mr. Alok Chandra Misra (DIN: 01542028) was appointed as an Additional Director (Non-Executive, Nominee) by the Board of Directors with effect from July 28, 2023, and was appointed as a Director (Non-Executive, Nominee) by the members of the Company, with effect from September 25, 2023, liable to retire by rotation.

Ms. Radha Rajappa (DIN: 08530439) was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors with effect from October 11, 2023, for a period of 5 (five) consecutive years i.e., up to October 10, 2028 (both days inclusive), and was appointed as an Independent Director by the members of the Company with effect from October 11, 2023 for a period of 5 (five) consecutive years i.e., up to October 10, 2028 (both days inclusive), not liable to retire by rotation.

Mr. Kaushik Mazumdar (DIN: 00397815), Independent Director, was re-appointed as an Independent Director by the Board of Directors, for a second term of 5 (five) consecutive years with effect from November 16, 2023, up to November 15, 2028 (both days inclusive), and was reappointed as an Independent Director by the members of the Company for a second term of 5 (five) consecutive years with effect from November 16, 2023 up to November 15, 2028 (both days inclusive), not liable to retire by rotation.

Ms. Sonu Bhasin (DIN: 02872234), who was appointed as an Independent Director of the Company for a term of five consecutive years with effect from November 16, 2018, retired as an Independent Director of the Company and ceased to be a member of the Committees of the Board of Directors, with effect from November 15, 2023, consequent to completion of her term of appointment as an Independent Director of the Company.

Except the aforesaid, there were no changes in the composition of the Board of Directors during the year. Subsequent to the close of the year under review, Mr. Chengalath Jayaram was appointed as an Additional Director (Non-Executive, Independent) by the Board of Directors with effect from May 24, 2024, for a period of 5 (five) consecutive years i.e., up to May 23, 2029 (both days inclusive), not liable to retire by rotation.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shantanu Rastogi and Mr. Alok C Misra retire by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, have recommended their reappointment to the members for their approval.

Independent Directors

As on March 31, 2024, the Company has 3 Independent Directors, namely, Mr. Prashant Saran, Mr. Kaushik Mazumdar, and Ms. Radha Rajappa. During the year, Ms. Sonu Bhasin retired as an Independent Director of the Company and ceased to be a member of the Committees of the Board of Directors, with effect from November 15, 2023 consequent to completion of her term of appointment as an Independent Director of the Company, and Ms. Radha Rajappa was appointed as an Independent Director with effect from October 11, 2023.

Declaration by Independent Directors

The Company has received declaration of independence in terms of Section 149 (6) and (7) of the Act and as per the LODR Regulations, from the Independent Directors of the Company.

Company’s Policy on Directors’ Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Director''s appointment and Remuneration including that of Key Managerial Personnel, Senior Management Personnel and other employees. The policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmark.

There has been no change in the policy during the year under review. The policy is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/07/ KFintech_Remuneration-Policy.pdf.

Familiarization Programme for Independent Directors

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight

into the business of the Company, enabling them to contribute more effectively in decision making.

During the year under review, the Company has conducted Familiarization Programmes on Business and Operational Performance, Financial Results and Performance, Business Units Walkthrough, Business Outlook and Strategy, “FINTRAK” Walkthrough, and Statutory Environment for Independent Directors.

The details of Familiarization Programme are available on the Company''s website at https://investor.kfintech.com/ wp-content/uploads/2024/04/KFintech_Familiarization-Programme-for-Independent-Directors.pdf

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the year under review.

AUDIT COMMITTEE

As on March 31,2024, the composition of the Audit Committee is as under:

Sr. No.	Full Name	Designation	Category
01	Mr. Kaushik Bishnu Mazumdar	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Ms. Radha Rajappa	Independent Director	Member
04	Mr. Alok C Misra	Non-Executive Nominee Director	Member

Mr. Shantanu Rastogi ceased to be a member of Audit Committee w.e.f. July 25, 2023, and Mr. Alok C Misra was inducted as a member of Audit Committee w.e.f. July 28, 2023.

Ms. Sonu Bhasin ceased to be a member of Audit Committee w.e.f. November 15,2023, and Ms. Radha Rajappa was inducted as a member of Audit Committee w.e.f. November 16, 2023.

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

Risk management broadly includes the ongoing identification, measurement, assessment, prioritization, and mitigation of risks followed by integrated and strategic application of relevant resources to minimize, monitor and control the probability or impact of adverse or negative events from occurring.

Risk taking is an integral part of the business. The Company is committed to proactively identifying and managing business risks to facilitate achievement of business objectives.

The management teams across businesses and functions analyses risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

In accordance with the provisions of LODR Regulations, the Board has constituted a Risk Management Committee and formulated a Risk Management Policy. The Risk Management Committee conducts integrated risk and performance reviews along with the senior executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm''s length transactions.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/11/KFintech_RPT-Policy.pdf.

The details of all the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to Note 39 to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives, during the year under review, the Company made contribution towards the following:

Sr. No.	CSR Project / Activity	Amount Spent (f Millions)
01	School Transformation Program (Boys)	3.20
02	College Transformation Program (Women)	4.78
03	Hygiene and Sanitation	0.06
04	TNC - The Nature Conservancy Centre -Satpura Tiger Reserve	12.63
05	Environment or Underprivileged	15.03

During the year, the Company has spent around 2.01% of the average net profits of last three financial years on CSR activities.

Sr. No.	Full Name	Designation	Category
01	Ms. Radha Rajappa	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Mr. Alok C Misra	Non-Executive Nominee Director	Member

Ms. Sonu Bhasin ceased to be the member of the Corporate Social Responsibility Committee w.e.f. November 15, 2023 and Ms. Radha Rajappa was inducted as a member of the Corporate Social Responsibility w.e.f. November 16, 2023.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company considers Corporate Social Responsibility as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The Corporate Social Responsibility policy formulated by the CSR Committee and approved by the Board remains unchanged. The policy is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/11/ KFintech_CSR-Policy.pdf.

An Annual Report on CSR activities in terms of Section 134(3)(o) of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as ''Annexure 3'' to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is available on the Company''s website at https://investor.kfintech.com/annual-returns/.

WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower and Vigil Mechanism Policy. The details of the Policy are included in the Corporate Governance Report, which forms part of this Annual Report. The policy is available on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/07/ KFintech_Whistle-Blower-and-Vigil-Mechanism-Policy.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year, there were no significant and material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. B S R and Co, Chartered Accountants (ICAI Firm Registration No. 128510W) were appointed as the Statutory

Auditors of the Company, for a term of five (5) consecutive years, by the members of the Company on September 25, 2023, i.e., from the conclusion of the 6^th Annual General Meeting until the conclusion of the 11^th Annual General Meeting.

STATUTORY AUDITOR’S REPORT

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report for the Financial Year 2023-24 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

Under Section 148 of the Act, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of Companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company''s products are covered are not included in the said Table. Hence, during the year under review, maintenance of cost records and cost audit provisions were not applicable to the Company.

INTERNAL AUDIT

Ernst & Young LLP were appointed as the Internal Auditors of the Company for the Financial Year 2023-24. The Internal Audit plan is approved by the Audit Committee at the beginning of the year and the audit is oriented towards the review of internal controls in the Company''s business operations including Infosec / Cyber review and review of related party / shared services transactions. The Audit Committee is presented with quarterly updates on the audit along with a summary of audit observations, if any and followup actions thereon.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 17, 2024, issued by M/s. D V Rao & Associates, Company Secretaries, Secretarial Auditors, is attached hereto as ''Annexure 2'' to this Report. The Secretarial Audit Report does not contain any qualification, reservations, adverse remark, or disclaimer by the Secretarial Auditor.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per Securities and Exchange Board of India''s regulations and circulars / guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to Regulation 24A of the LODR

Regulations has been issued by M/s. D V Rao & Associates, Company Secretaries, Secretarial Auditors of the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) we 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 at the end of the financial year and of the profit of the Company for that period;

c) we 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;

d) we have prepared the annual accounts on a going concern basis;

e) we 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

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information. Internal Audit is continuously conducted by Ernst & Young LLP and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

PARTICULARS OF LOANS GIVEN, GUARANTEES / SECURITIES PROVIDED AND INVESTMENTS MADE

During the year under review, the Company has not given any loan or provided any guarantee, or any security as covered under Section 186 of the Act. The particulars of investments made are provided in Note 7 to the Standalone Financial Statements.

The Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with

the FEMA laws with respect to the downstream investment during the Financial Year under review.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder (“POSH”). All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Committee for its Head Office and branches under Section 4 of the captioned Act. No complaint was received by these committees during the year under review. The Company has filed an Annual Report with the concerned Authority.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure 1'' and forms a part of this Report.

The information pursuant to Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form a part of this Report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to [email protected].

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

A. Conservation of Energy

The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting, and utilities on the work premises. All possible measures have been taken to conserve energy.

B.	Sr. No.	Particulars		Details
	(i)	The steps taken or impact on conservation of energy		The Company operates in low intensity energy environment. The Company has implemented several measures towards effective energy conservation within the organization.
	(ii)	The steps taken by the Company for utilizing alternate sources of energy		Not applicable, in view of comments in clause (i)
	(iii)	The capital investment in energy conservation equipment		Not applicable, in view of comments in clause (i)
	Technology Absorption, Adaptation, and Innovation
C.	Sr. No.	Particulars		Details
	(i)	The effort made toward technology absorption		The Company develops inhouse applications to bring out innovative technology solutions for the clients and ecosystem it services.
	(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution		The Company launched upgraded products in the areas of issuer solutions, alternatives, data analytics and other value added services. The Company continues to invest in technology upgradation to meet the evolving needs of the industry.
	(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported (b) the year of import; (c) whether the technology has been fully absorbed (d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof		Not applicable
	(iv)	The expenditure incurred on research and development		Not applicable
	Foreign Exchange Earnings and Outgo (? Millions)
	Particulars		F.Y. 2023-24		F.Y. 2022-23
	Inflow		513.74		635.76
	Outflow		21.65		124.01

SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

OTHER DISCLOSURES

a) There has been no change in the nature of business of the Company during the year under review.

b) No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

c) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) The Company has not accepted any public deposit. Accordingly, details related to deposits covered under Chapter V of the Act are not required to be given.

e) There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

f) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of one-time settlement with any Bank or Financial Institution.

h) During the financial year, there has been no revision in the Financial Statements or Board''s Report.

i) The Company has not issued any shares with differential right as to dividend, voting or otherwise.

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 STATEMENT RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, which affected the Company''s financial position, between the end of the financial year and the date of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the employees of the Company for their contribution towards the Company''s performance. Your Directors also wish to thank the Members, Customers, Governments, Regulatory authorities, Vendors, Bankers and other business associates for their continuous support during the year under review.

On Behalf of the Board of Directors of

KFin Technologies Limited

Vishwanathan Mavila Nair Venkata Satya Naga

Chairperson | DIN: 02284165 Sreekanth Nadella

Managing Director and CEO DIN: 08659728

May 24, 2024 | Mumbai May 24, 2024 | Hyderabad

---

Mar 31, 2023

Your Directors have immense pleasure in presenting the 6^th Annual Report on the business and operations of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

The Company''s financial performance (Standalone and Consolidated) for the financial year 2022-23 is summarised below:

(Rs. Millions)
Particulars	Standalone		Consolidated
	Year ended	Year ended	Year ended	Year ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	6,964.50	6,247.09	7,200.27	6,395.07
Other Income	170.40	89.17	174.94	60.57
Profit for the year before Finance cost, Depreciation and exceptional items	3,134.70	2,966.25	3,155.30	2,939.08
Less: Finance Costs	106.12	528.31	106.44	528.83
Less: Depreciation and Amortization Expense	434.48	361.64	466.68	370.25
Profit before Exceptional Items	2,594.10	2,076.30	2,582.18	2,040.00
Less: Exceptional Item	-	-	-	-
Profit Before Tax	2,594.10	2,076.30	2582.18	2,040.00
Less: Tax expenses	631.57	546.16	624.82	554.51
Profit for the year	1962.53	1,530.14	1,957.36	1,485.49
Other Comprehensive Income	(4.78)	(7.68)	0.02	(5.47)
Total Comprehensive Income for the year	1,957.75	1,522.46	1,957.38	1,480.02

The above figures are extracted from the Standalone and Consolidated Financial Statements prepared in accordance with accounting principles generally accepted in India as specified under Sections 129 and 133 of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, as amended and other relevant provisions of the Act and guidelines issued by the Securities and Exchange Board of India.

The Financial Statements as stated above are available on the Company''s website at https://investor.kfintech.com/annual-reports/.

DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors have not declared any dividend for the year under review.

The Board of Directors of the Company have approved a Dividend Distribution Policy in line with Regulation 43A of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). This has been uploaded on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/1 1/KFintech_Dividend-Distribution-Policy.pdf.

RESERVES

During the year under review, no amount was transferred to any reserve.

INITIAL PUBLIC OFFER AND LISTING

During the year under review, the Company has completed its Initial Public Offer of 40,983,606 equity shares of face value of '' 10 each for cash at a price of '' 366 per equity share (including share premium of '' 356 per equity share) aggregating to '' 15,000 million ("the Offer") comprising of an offer for sale of 40,983,606 equity shares aggregating to '' 15,000 million by General Atlantic Singapore Fund Pte. Ltd. The Offer was

for deferred tax was 24.20%, as compared to an effective tax rate of 27.18% during FY22.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Secretarial Auditors forms part of the Annual Report.

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Company''s website at https://investor.kfintech.com/wp-content/ uploads/2022/07/KFintech_Code-of-Conduct-for-Directors-and-Senior-Management.pdf. The Directors and senior management personnel have affirmed their compliance with the Code for the year ended March 31, 2023.

KFIN EMPLOYEE STOCK OPTION PLAN 2020 (ESOP 2020)

The Company has obtained a certificate from D V Rao & Associates, Company Secretaries, Secretarial Auditor of the Company, confirming that ESOP 2020 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

The details as required to be disclosed under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Company''s website at https://investor.kfintech. com/esop/

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Post the Initial Public Offer (IPO) of the Company, General Atlantic Singapore Fund Pte. Ltd. ceased to be holding Company of the Company as per the provisions of the Act, however, General Atlantic Singapore Fund Pte. Ltd. continues to be the promoter of the Company.

open for public from December 19, 2022, to December 21, 2022. The Offer was oversubscribed, and the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective from December 29, 2022.

SHARE CAPITAL

The paid-up equity share capital of the Company at the beginning of the financial year was '' 1,675,688,830/-. During the year, the Company issued 1,659,816 new equity shares to the employees of the Company under KFin Employee Stock Option Plan 2020. As a result, the paid-up equity share capital of the Company increased to '' 1,692,286,990/-.

The Non-Convertible Redeemable Preference Shares of the Company at the beginning of the financial year was '' 200,000/-(Rupees Two Lakh only). During the year under review, no new Preference Shares were issued by the Company.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During FY23, the Company achieved Revenue from Operations of '' 6,964.50 Million as against '' 6,247.09 Million in FY22, a growth of 11.48 %.

The Profit before tax, finance cost, depreciation & amortization and exceptional items during the year stood at '' 3,134.70 Million, representing margin to sales of 45.01%. The Company''s Profit before tax was '' 2,594.10 Million in FY23 as compared to '' 2,076.30 Million in FY22. The Company earned Other income of '' 170.40 Million during FY23 as compared to '' 89.17 Million in FY22 (mainly from dividend income from its investment and interest income on income tax refund). Profit after tax during FY23 was '' 1,962.53 Million as against 1,530.14 Million in the previous year, a growth of 28.26%. The effective tax rate for FY23, including provisions for deferred tax was 24.35%, as compared to an effective tax rate of 26.30% during FY22.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During FY23, the Company achieved Revenue from Operations of '' 7,200.27 Million as against '' 6,395.07 Million in FY22, a growth of 12.59%.

The Profit before tax, finance cost, Depreciation & amortization and exceptional items during the year stood at '' 3,155.30 Million, representing margin to sales of 43.82%. The Company''s Profit before tax was '' 2,582.18 Million in FY23 as compared to '' 2,040.00 Million in FY22. The Company earned Other income of '' 174.94 Million during FY23 as compared to 60.57 Million in FY22 (mainly from dividend income from its investments). Profit After Tax during FY23 was '' 1,957.36 Million against '' 1,485.49 Million in the previous year, a growth of 31.77 %. The effective tax rate for FY23, including provisions

As on March 31, 2023, the Company has six subsidiaries as under: -

KFin Services Private Limited (“KSPL”)

KSPL was incorporated on January 6, 2020, as a private limited company with the Registrar of Companies, Telangana at Hyderabad. KSPL is authorised, by its memorandum of association, to carry on the business of an account aggregator ("AA") as defined in the Master Direction- Non Banking Financial Company - AA (Reserve Bank) Direction, 2016, as amended from time to time. KSPL is not engaged in any active business.

Hexagram Fintech Private Limited (“Hexagram”)

Hexagram was incorporated on July 15, 2020, as a private limited company with the Registrar of Companies, Karnataka at Bangalore. Hexagram is engaged in the business of software development as authorised by its memorandum of association.

KFin Global Technologies (IFSC) Limited (“KGTL”)

KGTL was incorporated on June 28, 2022, as a public limited company with the Registrar of Companies, Gujarat at Ahmedabad. KGTL is authorised, by its memorandum of association, to carry on the business as an IFSC unit in accordance with the International Financial Services Centres Authority Act, 2019, to act as an intermediary as per such regulations, circulars and guidelines issued by IFSCA, as may be amended from time to time, and to act as a service provider as per the framework for enabling ancillary services and/ or fintech entity, issued by IFSCA, as may be amended from time to time. KGTL is not engaged in any active business.

KFin Technologies (Bahrain) W.L.L. (“KFin Bahrain”)

KFin Bahrain was incorporated as a limited company in Kingdom of Bahrain with the Ministry of Industry, Commerce and Tourism under the laws of Bahrain on January 27, 1998. KFin Bahrain is engaged in the business of other activities auxiliary to financial service activities, i.e, fund administrator, as authorised by its charter documents.

KFin Technologies (Malaysia) SDN. BHD. (“KFin Malaysia”)

KFin Malaysia was incorporated as a private company under the laws of Malaysia on March 8, 2016. KFin Malaysia is engaged in the business of transfer agency, back office services outsourced by market intermediaries and fund managers as authorised by its memorandum of association.

Hexagram FinTech SDN. BHD. (“Hexagram Malaysia”)

Hexagram Malaysia was incorporated as a private company under the laws of Malaysia on October 19, 2016. Hexagram

Malaysia is engaged in the business of information technology products and consultancy services as authorised by its constitution.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the website of the Company at https://investor.kfintech.com/wp-content/ uploads/2022/07/KFintech_Material-Subsidiaries-Policy.pdf.

Associate Company

Fintech Products and Solutions (India) Private Limited (“FPSIPL”)

FPSIPL was incorporated on May 19, 2016 as a private limited company with the Registrar of Companies, Hyderabad. FPSIPL, is in the business of providing technology solutions for the BFSI sector.

PERFORMANCE OF SUBSIDIARY COMPANIES

A statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statements of the Subsidiary Companies, is provided as Annexure to the consolidated financial statement and therefore, not repeated in this Report to avoid duplication.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Listing Regulations read with Ind AS-110-Consolidated Financial Statements, the Consolidated Audited Financial Statements form part of the Annual Report.

The Audited Financial Statements including the Consolidated Financial Statements of the Company have been uploaded on the website of the Company as per Section 136 of the Act at https://investor.kfintech.com/annual-reports/.

The individual Standalone Financial Statements of all Subsidiaries have been uploaded on the website of the Company at https:// investor.kfintech.com/subsidiaries/.

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to any shareholder of the Company who requests for it and the said annual accounts of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met twelve times during the year on May 02, 2022, June 06, 2022, August 17,

2022, September 28, 2022, November 17, 2022, November 28, 2022, December 10, 2022, December 15, 2022, December 22, 2022, February 10, 2023, February 22, 2023, and March 31, 2023, respectively.

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing Regulations, the performance evaluation of the Board, its Committees and of the Directors was carried out during the year under review.

Manner of effective evaluation

The Company has laid down evaluation criteria separately for the Board, its Committees and the Directors in the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, Industry knowledge, compliance with code of conduct, focus on core values, vision and mission of the Company, etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the independent directors to perform their role effectively.

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors, etc.

Based on such criteria, the evaluation was done for each Director, Committees and the Board of Directors and the observations of the Directors were discussed and presented to the Chairperson of the Board. The performance evaluation of Non-Independent Directors, namely, Mr. Vishwanathan Mavila Nair, Mr. Venkata Satya Naga Sreekanth Nadella, Mr. Sandeep Achyut Naik, Mr. Shantanu Rastogi, Mr. Srinivas Peddada, Mr. Jaideep Hansraj, and the entire Board was carried out.

The evaluation of performance of the Independent Directors, namely, Mr. Prashant Saran, Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar was done.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and Directors including Independent Directors was found satisfactory.

Board of Directors

Mr. Sreekanth Nadella was appointed as the Managing Director of the Company effective from June 6, 2022. Except this, there was no change in the composition of the Board of Directors during the year under review.

In accordance with the provisions of the Act

and the Articles of Association of the Company, Mr. Jaideep Hansraj and Mr. Srinivas Peddada retire by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, have recommended their re-appointment to the Shareholders for their approval.

Independent Directors

The Company has 3 Independent Directors, namely, Mr. Prashant Saran, Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar.

Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar were appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company by the Board of Directors with effect from November 16, 2018, for a period of five (5) consecutive years. The members of the Company had at their extraordinary general meeting held on November 16, 2018, approved the said appointment, and they hold office as an Independent Director up to November 15, 2023.

Declaration by Independent Directors

The Company has received declaration of independence in terms of Section 149 (6) and (7) of the Act and as per the Listing Regulations.

Company''s Policy on Directors'' Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Director''s appointment and Remuneration including Key Managerial Personnel and other employees. This policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmark.

There has been no change in the policy during the year under review. The aforesaid policy is available on the website of the Company at https://investor.kfintech.com/wp-content/ uploads/2022/07/KFintech_Remuneration-Policy.pdf.

Familiarization Programme for Independent Directors

The Company has adopted a framework, duly approved by the Board of Directors for Familiarization Programmes for Independent Directors. The objective of the framework is to ensure that the Independent Directors have a greater insight into the business of the Company, enabling them to contribute more effectively in decision making.

During the year under review, the Company has conducted Familiarization Programme on Business Unit Presentation for Independent Directors.

The details of Familiarization Programme have been uploaded on the website of the Company at https://investor.kfintech. com/wp-content/uploads/2023/05/KFintech_Familiarization-Programme-for-Independent-Directors-1.pdf

Key Managerial Personnel

There was no change in the Key Managerial Personnel of the Company during the year under review except as disclosed above.

AUDIT COMMITTEE

The Audit Committee comprises as under:

Sr. No.	Full Name	Designation	Category
01	Mr. Kaushik Mazumdar	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Ms. Sonu Halan Bhasin	Independent Director	Member
04	Mr. Shantanu Rastogi	Non-Executive Nominee Director	Member

During the year under review, all recommendations made by the Audit Committee were accepted by the Board.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

Risk management broadly includes the ongoing identification, measurement, assessment, prioritization, and mitigation of risks followed by integrated and strategic application of relevant resources to minimize, monitor and control the probability or impact of adverse or negative events from occurring.

Risk taking is an integral part of the business. The Company is committed to proactively identify and manage business risks to facilitate achievement of business objectives.

The management teams across businesses and functions analyse risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

In accordance with the provisions of Listing Regulations, the Board has formed a Risk Management Committee and formulated a Risk Management Policy. The Risk Management Committee conducts integrated risk and performance reviews along with the Senior Executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm''s length transactions.

During the year, the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company''s website at https://investor.kfintech.com/wp-content/ uploads/2022/11/KFintech_RPT-Policy.pdf.

The details of all the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to Note 40 to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its CSR initiatives, during the year under review, the Company made contribution towards the following:

Sr. No.	CSR Project / Activity	Amount Spent ('' In Million)
01	School Transformation Program (Boys)	2.20
02	College Transformation Program (Women)	15.88
03	Hygiene and Sanitation	1.02
04	TNC - The Nature Conservancy Centre -Satpura Tiger Reserve	1.16

During the year, the Company has spent around 2.01% of the average net profits of last three financial years on CSR activities. CSR committee comprises as under:

Sr. No.	Full Name	Designation	Category
01	Ms. Sonu Halan Bhasin	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Mr. Sandeep Naik	Non-Executive Nominee Director	Member

COMPANY''S CSR POLICY

The Company considers CSR as a process by which an organization thinks about and evolves its relationships with stakeholders for the common good, and demonstrates its commitment in this regard.

The CSR policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Company''s website at https://investor.kfintech.com/wp-content/uploads/2022/11/KFintech_CSR-Policy.pdf.

An Annual Report on CSR activities in terms of Section 134(3) (o) of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as ''Annexure 3'' to this Report.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is placed on the website of the Company at https://investor.kfintech.com/annual-returns/.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower/ Vigil Mechanism Policy. The details of the Policy is explained in the Corporate Governance Report, which forms part of this Annual Report and also hosted on the website of the Company at https:// investor.kfintech.com/wp-content/uploads/2022/07/KFintech_ Whistle-Blower-and-Vigil-Mechanism-Policy.pdf.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

The Company received a Show Cause Notice ("SCN") from the Securities and Exchange Board of India ("SEBI") related to its issuer services business wherein SEBI pointed out certain observations on April 5, 2022.

It was related to an industry issue due to various regulatory changes brought in by SEBI in short period of time. To conclude

the matter early, the Company instead of going for adjudication proceedings, decided to settle the matter with SEBI. Accordingly, the SEBI issued a settlement order dated November 4, 2022 ("the Order") without admitting or denying the findings of fact and conclusions of law.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

B S R & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024) were appointed as Statutory Auditors of the Company at the annual general meeting held on July 02, 2019, and they will be completing their term of appointment at the conclusion of the ensuing annual general meeting.

Further the Board of Directors subject to the approval of the shareholders, approved appointment of B S R and Co, Chartered Accountants (Firm Registration No. 128510W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the ensuing 6th AGM till the conclusion of the 11th AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

AUDITORS'' REPORT

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Statutory Auditor''s Report for the financial year 2022-23 does not contain any qualifications, reservations, adverse remarks or disclaimer and no frauds were reported by the Auditors to the Audit Committee or the Board, under subsection (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

Under Section 148 of the Act, the Central Government has prescribed maintenance and audit of cost records vide the Companies (Cost Records and Audit) Rules, 2014 to such class of companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which Company''s products are covered are not included in the said Table. Hence, during the year under review, maintenance of cost records and cost audit provisions were not applicable to the Company.

INTERNAL AUDIT

Ernst & Young LLP were appointed as the Internal Auditors of your Company for the Financial Year 2022-23. The Internal Audit plan is approved by the Audit Committee at the beginning of the year and the audit is oriented towards the review of internal

controls in the Company''s business operations including Infosec / Cyber review and review of related party / shared services transactions. The Audit Committee is presented with quarterly updates on the audit along with a summary of audit observations, if any and follow-up actions thereon.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 29, 2023, issued by D V Rao & Associates, Company Secretaries, Secretarial Auditor, is attached hereto as ''Annexure 2'' to this Report. The Secretarial Audit Report does not contain any qualification, reservations, adverse remark or disclaimer by the Secretarial Auditor.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, has been obtained from D V Rao & Associates, Company Secretaries, Secretarial Auditor of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

The Directors confirm that:

a) i n the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) we 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 at the end of the financial year and of the profit of the Company for that period;

c) we 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;

d) we have prepared the annual accounts on a going concern basis;

e) we 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

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information. Internal Audit is continuously conducted by Ernst & Young LLP and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND INVESTMENTS MADE

During the year under review, the Company has not given any loan or provided any guarantee, or any security as covered under Section 186 of the Act. The particulars of investments made are provided in note 7 to the Standalone Financial Statements.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder ("POSH"). All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Committee for its Head Office and branches under Section 4 of the captioned Act. There was one complaint received by these committees during the year under review. The complaint has been addressed by the Committee as per the procedure laid down by the POSH. The Company has filed an Annual Report with the concerned Authority.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ''Annexure 1'' and forms a part of this report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to [email protected]

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy, technology absorption, Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished as below:

A. Conservation of Energy:

The Company uses electric energy for its equipment such as air conditioners, computer terminals, lighting and utilities on the work premises. All possible measures have been taken to conserve energy.

	Sr. No.	Particulars		Details
(i)		The steps taken or impact on conservation of energy		The company''s operation does not consume a significant amount of energy.
(ii)		The steps taken by the company for utilizing alternate sources of energy.		Not applicable, in view of comments in clause (i)
(iii)		The capital investment in energy conservation equipment		Not applicable, in view of comments in clause (i)
B.	Technology Absorption, Adaptation and Innovation:
	Sr. No.	Particulars			Details
(i)		The effort made toward technology absorption			The Company develops in-house applications to bring out innovative technology solutions for the clients and ecosystem it services.
(ii)		The benefits derived like product improvement cost reduction product development or import substitution			The Company launched upgraded products in the areas of issuer solutions, data analytics and other value added services. The Company continues to invest in technology upgradation to meet the evolving needs of the industry.
(iii)		In case of imported technology (important during the last three years reckoned from the beginning of the financial year) (a) the details of technology imported
		(b) the year of import;				Not applicable
		(c) whether the technology has been fully absorbed
		(d) i f not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)		The expenditure incurred on research and development				Not applicable
C.	Foreign Exchange Earnings and Outgo: ('' Million)
	Particulars		FY 2022-23			FY 2021-22
Inflow			635.76			639.09
Outflow			124.01			56.20

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e, SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively.

OTHER DISCLOSURES

a) There has been no change in the nature of business of the Company during the year under review.

b) No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries or Holding Company.

c) The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

d) The Company has not accepted any public deposit. Accordingly, details related to deposits covered under Chapter V of the Act are not required to be given.

e) There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees'' Stock Options Schemes referred to in this Report.

f) There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.

g) There was no instance of one-time settlement with any Bank or Financial Institution.

h) During the financial year, there has been no revision in the Financial Statements or Board''s Report.

i) The Company has not issued any shares with differential right as to dividend, voting or otherwise.

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 STATEMENT RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, which affected the Company''s financial position, between the end of the financial year and the date of this Report.

ACKNOWLEDGEMENT

Your Directors wish to place on record their deep sense of appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least the shareholders for their unstinted support, during the year under review.

On Behalf of the Board of Directors of KFin Technologies Limited

Vishwanathan Venkata Satya Naga

Mavila Nair Sreekanth Nadella

Chairperson Managing Director and CEO

DIN: 02284165 DIN: 08659728

June 23, 2023 | Mumbai