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

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:

* 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:

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.

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 investorrelations@kfintech.com.

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