Your Directors have immense pleasure in presenting the 9^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, 2026.

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the FY 2025-26 is summarised below:

(C Millions)

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 athttps://investor.kfintech.com/
annual-reports/.

DIVIDEND

The Board of Directors, at their meeting held on April 29, 2026, has recommended the payment of C 12/- per equity
share of face value C 10/- each, as final dividend for the financial year ended March 31, 2026. 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 athttps://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 C 172,08,33,430/-.
During the year, the Company issued 441,711 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
C 1,72,52,40,540/-.

STATE OF AFFAIRS/REVIEW OF OPERATIONS

(standalone)

During FY26, the Company achieved Revenue from
Operations of C 11,588.10 Million as against C 10,554.99
Million in FY25, a growth of 9.79%.

The Profit for the year before Finance cost, Depreciation,
exceptional items, share of loss of associate and joint
venture and tax expenses items during the year stood
at C 5,469.84 Million, representing margin to sales of
47.20%. The Company's Profit before tax was C 4,642.11
Million in FY26 as compared to C 4,381.96 Million in
FY25. The Company earned Other income of C 394.43
Million during FY26 as compared to C 336.42 Million in
FY25 (mainly from Dividend income and fair value gain
from investment in mutual funds, Interest income from
bank deposits & Interest on Income Tax Refund). Profit
after tax during FY26 was C 3,462.44 Million as against
C 3,255.48 Million in the previous year, a growth of 6.36%.
The effective tax rate for FY26, including provisions for
deferred tax was 25.41%, as compared to an effective tax
rate of 25.71% during FY25.

STATE OF AFFAIRS/REVIEW OF OPERATIONS

(consolidated)

During FY26, the Company achieved Revenue from
Operations of C 13,014.93 Million as against C 10,907.52
Million in FY25, a growth of 19.32%.

The Profit for the year before Finance cost, Depreciation,
exceptional items, share of loss of associate and joint
venture and tax expenses during the year stood at
? 5,721.00 Million, representing margin to sales of 43.96%.
The Company's Profit before tax was C 4,677.97 Million
in FY26 as compared to C 4,475.90 Million in FY25. The
Company earned Other income of C 424.32 Million during
FY26 as compared to C 377.24 Million in FY25 (mainly from
dividend income and fair value gain from investment
in mutual funds, Interest income from bank deposits &
Interest on Income Tax Refund). Profit after tax during
FY26 was C 3,437.12 Million as against C 3,326.25 Million
in the previous year, a growth of 3.33%. The effective tax
rate for FY26, including provisions for deferred tax was
26.53%, as compared to an effective tax rate of 25.69%
during FY25.

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 of the LODR Regulations, the
Company provides the prescribed disclosures as per
the reporting requirements on Environmental, Social
and Governance (ESG) parameters termed 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 Company has undertaken
an independent assurance of the BRSR for FY 2025-26.
The BRSR along with the assurance statement provided
by M/s. SGS India Private Limited (Assurance Provider)
confirming reasonable assurance of core attributes of
the Business Responsibility and Sustainability Report
of the Company for FY 2025-26 forms part of this
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 committees.

The Report on Corporate Governance in accordance
with Regulation 34 read with Schedule V of the LODR
Regulations, for the year under review, forms a crucial
part and is presented in separate section of this
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
athttps://investor.kfintech.com/wp-content/
uploads/2026/06/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, 2026.

KFIN EMPLOYEE STOCK OPTION PLAN

The Company currently administers employee stock
option plans, namely the KFin Employee Stock Option
Plan 2020 (“KFin ESOP 2020") and the KFin Employee
Stock Option Plan 2024 ("KFin ESOP 2024"), in compliance
with applicable statutory and regulatory requirements.
KFin ESOP 2024 comprises two distinct schemes, being
Scheme A - Time-based Vesting and Scheme B -
Performance-linked Equity Shares, thereby ensuring
an appropriate balance between retention-driven and
performance-based incentives.

These plans are designed to attract, retain and motivate
key talent across the Company and its subsidiaries,
while fostering a sense of ownership and alignment
of employees' interests with the long-term strategic
objectives and sustainable growth of the Company.
The framework of these plans also supports the
Company's objective of driving performance excellence
and enhancing stakeholder value through effective
talent incentivisation.

There has been no change in the KFin ESOP 2020 and KFin
ESOP 2024 during the year under review. The disclosure
relating to ESOPs as 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 athttps://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, 2026, the Company does not have any
holding company.

As on March 31, 2026, the Company has the following 28
subsidiaries as under:

KFin Services Private Limited (“KSPL”)

KSPL was incorporated on January 6, 2020, as a private
limited company, having its registered office at Mumbai.
KSPL is engaged in the business of KYC Registration
Agency (KRA) and such activities as may be incidental
or ancillary or necessary for furtherance of the same, as
authorised by its Memorandum of Association.

Hexagram Fintech Private Limited
(“Hexagram”)

Hexagram was incorporated on July 15, 2020, as a private
limited company, having its registered office at 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, having its registered office at
Ahmedabad, Gujarat. KGTL is authorised to carry on
business as an intermediary and service provider
under the International Financial Services Centres
Authority Act, 2019, and related regulations issued by
IFSCA, as amended from time to time, as authorised
by its Memorandum of Association. KGTL has obtained
all requisite licences from IFSCA and RBI at GIFT City to
commence its business operations.

WebileApps (India) Private Limited (“WAI”)

WAI was incorporated on November 30, 2011, as a
private limited company, having its registered office at
Mumbai. WAI is engaged in the business of enterprise
product development and design services, specialising

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, having its registered office at 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 Constitution.

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.

Note: During the year under review, the Company
acquired 51% of the controlling stake of Ascent Fund
Services (Singapore) Pte. Ltd. (“Ascent Singapore") to
expand into the global fund administration industry,
through its wholly owned subsidiary, KFin Technologies
(Singapore) Pte. Ltd. (“KFin Singapore"), incorporated
in Singapore, and the acquisition was completed on
October 13, 2025.

The brief details of KFin Singapore, Ascent Singapore
and its subsidiaries are as follows:

KFin Technologies (Singapore) Pte. Ltd.
(“KFin Singapore”)

KFin Singapore was incorporated as private company
with the Accounting and Corporate Regulatory Authority
under the laws of Singapore on June 19, 2025. KFin
Singapore is engaged in the business of activities
auxiliary to fund management activities, as authorised
by its Constitution.

Ascent Fund Services (Singapore) Pte. Ltd.
(“Ascent Singapore”)

Ascent Singapore was incorporated as a private
company with the Accounting and Corporate Regulatory
Authority under the laws of Singapore on August 15,
2019. Ascent Singapore is engaged in the business of
provision of fund administration services, as authorised
by its Constitution.

Ascent Corporate Solutions Pte. Ltd.
(“Ascent Solutions”)

Ascent Solutions was incorporated as a private Company
with the Accounting and Corporate Regulatory Authority
under the laws of Singapore on February 17, 2020. Ascent
Solutions is engaged in the business of provision of
corporate services, as authorised by its Constitution.

Ascent Global Fintech Solutions Pte. Ltd.
(“Ascent Fintech”)

Ascent Fintech was incorporated as a private
Company with the Accounting and Corporate
Regulatory Authority under the laws of Singapore on
December 22, 2020. Ascent Fintech is engaged in the
business of provision of Fintech services.

Ascent GlobalOP Sdn. Bhd. (“Ascent
GlobalOP”)

Ascent GlobalOP was incorporated as a private
Company with the Companies Commission of Malaysia
under the laws of Malaysia on October 02, 2019. Ascent

GlobalOP is engaged in the business of provision of fund
administration and corporate services.

Ascent Fund Services (Hong Kong) Limited
(“Ascent Hong Kong”)

Ascent Hong Kong was incorporated as a Limited
Company with the Registrar of Companies, Hong Kong
under the laws of Hong Kong on October 03, 2019. Ascent
Hong Kong is engaged in the business of provision of
fund administration services.

Ascent Corporate Solutions (Hong Kong)
Limited (“Ascent Solutions (Hong Kong)”)

Ascent Solutions (Hong Kong) was incorporated as a
Limited Company with the Registrar of Companies,
Hong Kong under the laws of Hong Kong on May 11, 2021.
Ascent Solutions (Hong Kong) is engaged in the business
of provision of corporate services.

Ascent Fund Services (Shanghai) Co. Ltd.
(“Ascent Shanghai”)

Ascent Shanghai was incorporated as a Limited Liability
Company with the Administration for Market Regulation,
Shanghai under the laws of Shanghai on June 28, 2020.
Ascent Shanghai is engaged in the business of provision
of fund administration services.

Ascent Fund Services (Japan) Ltd. (“Ascent
Japan”)

Ascent Japan was incorporated as a Corporation with
the Legal Affairs Bureau, Tokyo under the laws of Tokyo
on January 08, 2021. Ascent Japan is engaged in the
business of provision of corporate services.

Ascent Fund Services (Australia) Pty Ltd
(“Ascent Australia”)

Ascent Australia was incorporated as a Proprietary
Company with the Australian Securities and Investments
Commission under the laws of Australia on April 15, 2021.
Ascent Australia is engaged in the business of provision
of fund administration services.

Ascent Fund Services (India) Private
Limited (“Ascent India”)

Ascent India was incorporated on October 06, 2021,
as a private limited Company with the Registrar of
Companies, Bangalore. Ascent India is engaged in
the business of transmission or export out of India,
by providing customised electronic data and related
services including research, fund accounting,
reconciliation, financial statement preparation
and audit, administration, back office processing,
accounting, data processing, and customer support

along with registrar and transfer agency (RTA),
directorship, and trusteeship services for clients in
India and abroad, as authorised by its Memorandum
of Association.

Ascent FS (India) LLP (“Ascent LLP”)

Ascent LLP was incorporated on June 15, 2022, as a limited
liability partnership with the Registrar of Companies,
Bangalore. Ascent LLP is engaged in the business of
provision of fund administration services.

AscentFS (Mauritius) Ltd. (“AscentFS
Mauritius”)

AscentFS Mauritius was incorporated as a Private
Company with the Corporate and Business Registration
Department (CBRD), under the laws of Mauritius on
October 25, 2021. The Company changed its name
from Ascent Fund Services (Mauritius) Ltd to AscentFS
(Mauritius) Ltd on November 12, 2021. AscentFS Mauritius
is engaged in the business of provision of fund
administration services.

AscentFS Management (Mauritius) Ltd.
(“AscentFS Management”)

AscentFS Management was incorporated as a
Domestic Private Company with the Registrar of
Companies and the Financial Services Commission of
Mauritius under the laws of Mauritius on April 12, 2022.
AscentFS Management is licensed as a Management
Company for the provision of fund administration,
corporate services, Tax Compliance, Fiduciary
services, Compliance Services, Structuring and
Incorporation Services.

Ascent Fund Services Ltd. (“Ascent Abu
Dhabi”)

Ascent Abu Dhabi was incorporated as a Private
Company with Abu Dhabi Global Market Registration
Authority under the laws of Abu Dhabi on April 22, 2022.
Ascent Abu Dhabi is engaged in the business of provision
of fund administration services.

Ascent Fund Services (DIFC) Limited
(“Ascent DIFC”)

Ascent DIFC was incorporated as a Private Company with
the Dubai International Financial Centre Registration
Authority under the laws of Dubai on October 09, 2024.
Ascent Dubai is engaged in the business of provision of
fund administration services.

Ascent Fund Services (USA) LLC (“Ascent
USA”)

Ascent USA was incorporated as a Limited Liability
Company with the Division of Corporations, State of
Delaware, under the laws of USA on September 14, 2022.
Ascent USA is engaged in the business of provision of
fund administration services.

Ascent Fund Services (uk) Limited (“Ascent
UK”)

Ascent UK was incorporated as a Private Company
with the Registrar of Companies for England and Wales
under the laws of England and Wales on March 08, 2023.
Ascent UK is engaged in the business of provision of fund
administration services.

Ascent Management Consulting (“Ascent
Consulting”)

Ascent Consulting was incorporated as a Limited
Liability and One Person Company with the Ministry of
Commerce, Saudi Arabia under the laws of Saudi Arabia
on November 28, 2023. Ascent Consulting is engaged
in the business of consulting activities in the field
of management.

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

Associate Company

As on March 31, 2026, the Company does not have any
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
authorised by its Memorandum of Association.

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 athttps://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
member 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 (10)
times during the year on April 16, 2025, April 28, 2025,
June 24, 2025, June 25, 2025, July 24, 2025, October 14,
2025, October 27, 2025, February 02, 2026, February 13,
2026 and March 23, 2026, 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 Chandra Misra, Mr. Srinivas Peddada, Mr. Devang
Gheewalla and the entire Board were carried out.

The performance evaluation of the Independent
Directors i.e., Mr. Chengalath Jayaram, Mr. Kaushik
Mazumdar, Ms. Radha Rajappa and Mr. Shankar Iyer
were 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

During the year under review, Mr. Shankar Iyer (DIN:
02134073) was appointed as an Independent Director
by the Board of Directors 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 by way of postal ballot through remote e-voting
on June 07, 2025.

Further, Mr. Prashant Saran (DIN: 08747512) who was
appointed as an Independent Director of the Company
for a term of five consecutive years with effect from May
26, 2020, has retired as an Independent Director of the
Company with effect from May 25, 2025, consequent
to completion of his term of appointment as an
Independent Director of the Company.

Mr. Vishwanathan Mavila Nair (DIN: 02284165) was re¬
appointed as a Non-Executive Director and Chairperson
of the Board of the Company by the Board of Directors at
their meeting held on June 24, 2025, for a further period
of l (one) year from October 01, 2025 till September 30,
2026 (both days inclusive), not liable to retire by rotation,
and the same was subsequently approved by the
members of the Company through special resolution at
the annual general meeting of the Company on August
28, 2025.

Pursuant to the communication dated October 09, 2025
received from General Atlantic Singapore Fund Pte. Ltd.,
withdrawing the nomination of Mr. Alok Chandra Misra
(DIN: 01542028) as its Non-Executive Nominee Director on
the Board of the Company, the Board of Directors, after
considering Mr. Alok Chandra Misra's vast experience
as well as his contribution to the Board during his tenure
as a Non-Executive Nominee Director, changed his
designation to Non-Executive Director, liable to retire
by rotation, with effect from October 27, 2025. The said
change in designation was subsequently approved by
the members of the Company through special resolution
passed by way of postal ballot through remote e-voting
on December 18, 2025.

Mr. Chetan Savla (DIN: 10213435), ceased to be the Non¬
Executive Nominee Director of the Board with effect
from October 27, 2025, consequent to the withdrawal of
nomination by Kotak Mahindra Bank Limited ("KMBL").
Further, Mr. Devang Gheewalla (DIN: 07480378) was
appointed as Non-Executive Nominee Director, liable to
retire by rotation, as a Nominee of KMBL, by the Board
with effect from October 27, 2025, and his appointment
was subsequently approved by the members of the
Company as a Non-Executive Nominee Director through
ordinary resolution passed by way of postal ballot
through remote e-voting on December 18, 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. Dinesh Khara (DIN: 06737041) was appointed as
an Independent Director, subject to approval of the
members, by the Board of Directors with effect from
April 29, 2026, for a period of 5 (five) consecutive years
i.e., up to April 28, 2031 (both days inclusive), not liable to
retire by rotation. The Board further approved Mr. Dinesh
Khara's appointment as Chairperson of the Board of
Directors of the Company with effect from October 01,
2026. Mr. Vivek Narayan Mathur (DIN: 07928470) was
appointed as Whole-Time Director, subject to approval
of the members, by the Board of Directors with effect from
April 29, 2026, for a period of 2 (two) consecutive years i.e.,
up to April 28, 2028 (both days inclusive), liable to retire
by rotation. Mr. Vivek Narayan Mathur continues to be the
Chief Financial Officer of the Company, till such time, as

may be decided by the Board of Directors. Further, both
the appointment are subject to approval of the members,
being sought at the ensuing annual general meeting of
the Company, and the same forms part of the notice.

In accordance with the provisions of the Act and the
Articles of Association of the Company, 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 his re-appointment to
the members for their approval.

Independent Directors

As on March 31, 2026, the Company has 4 Independent
Directors, namely, Mr. Chengalath Jayaram, Mr. Kaushik
Mazumdar, Ms. Radha Rajappa and Mr. Shankar
Iyer. During the year, Mr. Prashant Saran retired as an
Independent Director of the Company, with effect
from May 25, 2025 consequent to completion of his
term of appointment as an Independent Director of
the Company, and Mr. Shankar Iyer was appointed
as an Independent Director with effect from April 28,
2025. Subsequent to the close of the year under review,
Mr. Dinesh Khara (DIN: 06737041) was appointed as an
Independent Director by the Board of Directors with
effect from April 29, 2026. His appointment is subject to
approval of the members, being sought at the ensuing
annual general meeting of the Company, and the same
forms part of the notice.

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 Director's
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 Organisational 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 athttps://investor.kfintech.com/wp-content/
uploads/2022/07/KFintech Remuneration-Policy.pdf.

Familiarisation Programme for
Independent Directors

The Company has adopted a framework, duly
approved by the Board of Directors for Familiarisation
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 Familiarisation 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 Familiarisation Programme are available
on the Company's website atKFintech Familiarization-
Programme-for-Independent-Directors-25-26.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, 2026, the composition of the Audit
Committee is as under:

*Mr. Prashant Saran ceased to a a member of Committee w.e.f.
May 25, 2025, and Mr. Chengalath Jayaram was inducted as a
member of the Committee on May 26,2025.

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, prioritisation,
and mitigation of risks followed by integrated and
strategic application of relevant resources to minimise,
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 analyze 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 athttps://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:

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, 2026, the composition of the Corporate
Social Responsibility Committee is as under:

*Mr. Prashant Saran ceased to be the member of the Committee
w.e.f. May 25, 2025 and Mr. Chetan Savla was inducted as a
member of the Committee w.e.f. May 26, 2025. Subsequently, Mr.
Chetan Savla ceased to be the member of the Committee and Mr.
Devang Gheewalla was inducted as a member of the Committee
w.e.f. October 27, 2025.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company considers Corporate Social Responsibility
as a process by which an organisation 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 athttps://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 athttps://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 athttps://investor.kfintech.
com/wp-content/uploads/2026/06/KFintech Whistle-
Blower-Policy-1.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 2025-26 does not contain
any qualifications, reservations, adverse remarks, or
disclaimer, or frauds.

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 2025-26. 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

M/s. D V Rao and Associates, Company Secretary
(ICSI Membership No.: F8888 and COP No.: 12123), were
appointed as the Secretarial Auditors of the Company,
for a term of five (5) consecutive financial years, by the
members of the Company on August 28, 2025, i.e., from
the FY 2025-26 to 2029-30.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 14, 2026, 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 2025¬
26 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 judgements
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. Brief particulars
of the complaints received by the Internal Committee,
are as follows:

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) and 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 member interested in obtaining
a copy of the same may write to investorrelations@
kfintech.com.

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. Technology Absorption, Adaptation, and Innovation

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.

On Behalf of the Board of Directors of
KFin Technologies Limited

Vishwanathan Mavila Nair Venkata Satya Naga Sreekanth Nadella

Chairperson | DIN: 02284165 Managing Director and CEO | DIN: 08659728

June 10, 2026 | Mumbai June 10, 2026 | Hyderabad

C. Foreign Exchange Earnings and Outgo (c Millions)

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.