KFin Technologies Ltd

To

The Members,

KFin Technologies Limited

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

FINANCIAL RESULTS

The Company's financial performance (Standalone and Consolidated) for the financial year 2023-24 is summarisedbelow: ( 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 at https://investor.kfintech.com/ annual-reports/.

DIVIDEND

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

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

Considering the strong performance of the Company, the Board of Directors have recommended a final dividend of 5.75/- per equity share of face value 10/- each, for the financialyear ended March 31, 2024. The payment of dividend is subject to the approval of members at the ensuing Annual

General Meeting and deduction of income tax at source.

RESERVES

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

SHARE CAPITAL

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

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

STATE OF AFFAIRS / REVIEW OF OPERATIONS (STANDALONE)

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

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

The Board of Directors of the Company have, subject to the requisite approvals as may be required, approved the shifting of the Registered Office amendment to the Memorandum of Association of the Company, on December 08, 2023. Thereafter, the members of the Company have approved the shifting of Registered

Office of the Company from Hyderabad in the State of Telangana to Mumbai in the State of Maharashtra, through postal ballot on January 13, 2024. The Company is awaiting necessary statutory approvals for the same.

STATE OF AFFAIRS / REVIEW OF OPERATIONS (CONSOLIDATED)

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

BUSINESSRESPONSIBILITYANDSUSTAINABILITY REPORT

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

CORPORATE GOVERNANCE REPORT

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

A certificate

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

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

KFIN EMPLOYEE STOCK OPTION PLAN

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

V Rao The Company has obtained a certificate

& Associates, Company Secretaries, Secretarial Auditors of the Company, confirming that ESOP 2020 has been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"). The at the certificate ensuing Annual General Meeting.

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

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

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

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

KFin Services Private Limited ("KSPL")

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

Hexagram Fintech Private Limited ("Hexagram")

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

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

KGTL was incorporated on June 28, 2022, as a public limited Company with the Registrar of Companies, Gujarat at Ahmedabad. KGTL is authorised, by its Memorandum of Association, to carry on the business as an IFSC unit in accordance with the International Financial Services

Centres Authority Act, 2019, to act as an intermediary as per such regulations, circulars and guidelines issued by IFSCA, as may be amended from time to time, and to act as a service provider as per the framework for enabling ancillary services and / or fintech entity, issued by IFSCA, as may be amended from time to time. KGTL is not engaged in any active business.

WebileApps (India) Private Limited ("WAI")

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

WebileApps Technology Services Private Limited ("WTS")

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

KFin Technologies (Bahrain) W.L.L. ("KFin Bahrain")

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

KFin Technologies (Malaysia) SDN. BHD. ("KFin Malaysia")

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

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.

As on March 31, 2024, the Company has 01 associate as under:

Fintech Products and Solutions (India) Private Limited ("FPSIPL")

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

PERFORMANCE OF SUBSIDIARY COMPANIES

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and LODR

Regulations read with Ind AS-110-Consolidated Financial Statements, the Consolidated Audited Financial Statements form a part of the Annual Report.

In accordance with Section 136 of the Act, the Audited

Financial Statements including the Consolidated Financial Statements of the Company are available on the Company's website at https://investor.kfintech.com/annual-reports/..

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

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to any shareholder of the

Company who requests for it and the said annual Audited

Financial Statements of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

Board Meetings

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

Formal Annual Evaluation

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

Manner of effective evaluation

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

Evaluation of Directors

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

Evaluation of Board and its Committees

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

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

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

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

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various

Committees and Directors including Independent Directors was found satisfactory.

Board of Directors

Mr. Sandeep Naik (DIN: 02057989), Non-Executive

Nominee Director of the Company had vide his letter dated

July 25, 2023, resigned from the Board of Directors as well as from the membership of the Committees of the Board of Directors, citing other pressing commitments, with effect from July 25, 2023.

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

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

Mr. Kaushik Mazumdar (DIN: 00397815), Independent Director, was re-appointed as an Independent Director by the Board of Directors, for a second term of 5 (five) consecutive years with effect from November 16, 2023, up to November 15, 2028 (both days inclusive), and was reappointed as an Independent Director by the members of the

Company for a second term of 5 (five) consecutive years with effect from November 16, 2023 up to November 15, 2028 (both days inclusive), not liable to retire by rotation.

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

Director of the Company.

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

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

Independent Directors

As on March 31, 2024, the Company has 3 Independent Directors, namely, Mr. Prashant Saran, Mr. Kaushik Mazumdar, and Ms. Radha Rajappa. During the year, Ms. Sonu Bhasin retired as an Independent Director of the

Company and ceased to be a member of the Committees of the Board of Directors, with effect 2023 consequent to completion of her term of appointment as an Independent Director of the Company, and Ms. Radha

Rajappa was appointed as an Independent Director with effect from October 11, 2023.

Declaration by Independent Directors

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

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

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

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

Familiarization Programme for Independent Directors

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

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

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

Key Managerial Personnel

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

AUDIT COMMITTEE

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

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

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

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

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

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

The management teams across businesses and functions analyses risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input. In accordance with the provisions of LODR Regulations, the Board has constituted a Risk Management Committee and formulated a Risk Management Policy. The Risk Management Committee conducts integrated risk and performance reviews along with the senior executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party

Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm's length transactions. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions or which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

The Company has formulated a policy on dealing with

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

The details of all the transactions with Related

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

As on March 31, 2024, the composition of the Corporate Social Responsibility Committee is as under:

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

CORPORATE SOCIAL RESPONSIBILITY POLICY

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

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

An Annual Report on CSR activities in terms of Section

134(3)(o) of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014 is attached herewith as ‘Annexure 3' to this Report.

ANNUAL RETURN

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

WHISTLE BLOWER POLICY / VIGIL MECHANISM

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year,therewerenosignificantand 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 11th Annual General Meeting.

STATUTORY AUDITOR'S REPORT

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

Board, under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

Under Section 148 of the Act, the Central Government has prescribed maintenance and audit of cost records vide the

Companies (Cost Records and Audit) Rules, 2014 to such class of Companies as mentioned in the Table appended to Rule 3 of the said Rules. CETA headings under which

Company's products are covered are not included in the said

Table. Hence, during the year under review, maintenance of cost records and cost audit provisions were not applicable to the Company.

INTERNAL AUDIT

Ernst & Young LLP were appointed as the Internal Auditors of the Company for the Financial Year 2023-24. The

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

SECRETARIAL AUDIT

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

ANNUAL SECRETARIAL COMPLIANCE REPORT

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

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

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors confirm that: a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same; b) we have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; an Annual c) we have taken proper and 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 . AnySystems 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.

/ 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.

Statutory The Company has obtained a certificate

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 with the concerned Authority. care for the

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 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

( 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.

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