KFin Technologies Ltd

To

The Members,

KFin Technologies Limited

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:

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 Rs1,70,98,86,730/-. 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 !f 1,72,08,33,430/-.

STATE OF AFFAIRS/REVIEW OF OPERATIONS (STANDALONE)

During FY25, the Company achieved Revenue from Operations of Rs 10,554.99 Million as against Rs8,108.27 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 Rs 5,021.57 Million, representing margin to sales of 47.58%. The Company's Profit before tax was Rs 4,381.96 Million in FY25 as compared to !f 3,251.42 Million in FY24. The Company earned Other income of Rs 336.42 Million during FY25 as compared to Rs 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 Rs 3,255.48 Million as against Rs 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 Rs 10,907.52 Million as against Rs8,375.33 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 Rs 5,167.26 Million, representing margin to sales of 47.37%. The Company's Profit before tax was Rs 4,475.90 Million in FY25 as compared to !f 3,273.82 Million in FY24. The Company earned Other income of Rs 377.24 Million during FY25 as compared to Rs 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 Rs 3,326.25 Million as against Rs 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. SEBl/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 underSchedule Vof 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. Flence, 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 Flyderabad 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")

Flexagram 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. Flexagram 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 (RBl) for investment in KGTL. Flowever, 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 Flyderabad 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, Ul/llX, 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 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 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 Malaysia")

Flexagram Malaysia was incorporated as a private Company under the laws of Malaysia on October 19, 2016. Flexagram 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/2Q22/07/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.

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 inprinciple 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 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 theyear, 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 principlesforthe 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-Pro gramme-for-lndependent- 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 under:

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.

(CSR)

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

* 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/ll/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/.

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 videtheCompanies (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. Flence, 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) 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 Flarassment at workplace which is in line with the requirements of the Sexual Flarassment 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(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as 'Annexure T 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.

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

C. Foreign Exchange Earnings and Outgo (f 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.

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.