KEN Financial Services Ltd Directors Report

To,

The Members,

Ken Financial Services Limited

Your Directors have pleasure in presenting the 32^nd Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended on March 31, 2026.

1. Financial Results:

The financial results are summarized below:

Particulars	For the year ended March 31, 2026	For the year ended March 31, 2025
A Total Income	5,98,108	59,888
B Total Expenses	5,36,354	48,524
C Profit/(Loss) Before Tax	61,754	11,364
D Tax expense:
- Current Tax	16,450	2,980
- Tax of earlier years	1,059	Nil
- Deferred Tax	893	12
E Profit/(Loss) after Tax	43,352	8,372

2. Financial Performance:

During the year, the Company has earned Total Income of Rs.5,98,108/- hundreds in comparison to Rs.59,888/- hundreds during the previous year. The Total Expenses have been increased from Rs. 48,524/- hundreds to Rs. 5,36,354/- hundreds incurred during the year under review. The Company paid the tax of Rs. 16,450/- hundreds during the year under review as compared to Rs.2,980/- hundreds as compared to previous year. The Net Profit after tax is Rs.43,352/- hundreds in comparison with Rs.8,372/- hundreds during the previous year. There is no change in the nature of business carried on by the Company during the financial year ended March 31, 2026.

3. Dividend & Reserves:

For the expansion of business and for general corporate requirements, the Board of Directors of your Company has decided that it would be prudent, not to recommend any dividend on the Equity Shares of the Company for the financial year ended March 31, 2026 and no amount of profit earned during the year was transferred to General Reserve.

4. Listing with Stock Exchanges:

The Equity Shares of the Company are listed on BSE Limited ("BSE").

5. Management Discussion & Analysis:

The Company is a non-systemically important non-deposit taking non-banking financial company (NBFC) registered with the Reserve Bank of India (RBI) since March 24, 1998, with registration number 13.00423 and classified as NBFC-Investment and Credit Company (NBFC-ICC) pursuant to circular DNBR (PD) CC.No.097/03.10.001/2018-19 dated 22^nd February, 2019. The Company is mainly engaged in the business of financing and continues to comply with all the rules, regulations and the guidelines issued by RBI. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company. Management Discussion & Analysis report is being given under Corporate Governance Report.

6. Dematerialization of Shares:

99.42% of Companys paid-up Equity Share Capital is in dematerialized form as on March 31, 2026 and the balance 0.58% is in physical form. The Companys Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr. Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.

7. Internal Financial Controls:

The Companys Management is responsible for establishing and maintaining internal financial controls based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

The Companys internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control with reference to financial statements includes those policies and procedures that:

i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and

iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

Company has adequate financial resources at its disposal for carrying on its business. Our company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015.

The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs for the F.Y. 2025-26.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiaries/ Joint Ventures/ Associate Companies. Hence the statement containing salient features of the financial statement of Subsidiaries/ Joint Ventures/ Associate Companies pursuant to first proviso to sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

11. Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Companys website at www.ken-fin.com.

12. Statutory Auditors:

(a) The members of the Company at the 31^st AGM held on 25^th September, 2025 had reappointed M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of 31^st Annual General Meeting of the Company until the conclusion of the 36^th Annual General Meeting of the Company to be held in the year 2030 at a remuneration as may be mutually agreed between M7s. Satya Prakash Natani & Co. and the Board of Directors of the Company.

(b) The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

13. Secretarial Auditors:

(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company at its Board Meeting held on 29^th August, 2025 appointed M/s. N. Bagaria & Associates, Company Secretaries (Firm Unique Identification No. P2007MH008300) be and are hereby appointed as the Secretarial Auditors of the Company, for a first term of 5 (five) consecutive years, to hold office of the Secretarial Auditor for the F.Y. 2025-26 upto the F.Y. 2029-30 on such remuneration, as recommended by the Audit Committee and as may be mutually agreed between the Board of Directors of the Company and the Secretarial Auditors, from time to time.

(b) (b) The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed as Annexure A. As regards remarks of the Secretarial Auditor, we submit that the financial results for all four quarters of F.Y. 2025-26 were duly approved and filed with BSE Limited within the prescribed timelines under Regulation 33 and were made available on the Companys website; however, they were not published in newspapers as required under Regulation 47, due to an inadvertent administrative oversight.

14. Internal Auditors:

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality .and efficacy of the internal controls, governance systems and processes. The Internal Auditor monitors and evaluates the efficacy & adequacy of internal financial controls & internal control system in the Company that has been put in place to mitigate the risks faced by the organization and thereby achieves its business objective.

The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, M/s. P N S V & Co., Chartered Accountants has been appointed as Internal Auditors of the Company.

15. Cost Auditors:

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

16. Reporting of Fraud by Auditors:

During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013.

17. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

18. Particulars Regarding Conservation of Energy, Technology Absorption:

Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy and Technology absorption.

The Company is not having manufacturing facilities of its own; therefore, the information as required under this clause is not applicable to the Company.

19. Unsecured Loans from Directors:

The Company has not received any loan (secured/ unsecured) from the Directors of the Company during the year under review.

20. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.

21. Human Resources:

The Company has highly committed, loyal and dedicated team. The Company promotes an atmosphere which encourages learning and informal communication within the organization.

The Company is having Performance Management System to objectively measure the performance of the individual and the organization. The overall remuneration structure is linked with such system. The other required safety norms were followed throughout the company.

22. Meetings of the Board:

The Board of Directors of the Company duly met 7 (seven) times during the F.Y. 2025-26 on 16-04-2025, 29-05-2025, 12-08-2025, 29-08-2025, 13-11-2025, 02-02-2026 and 13-022026. Details of the meetings and attendance thereat form part of the Corporate Governance Report.

The gap between two Board meetings was within the limit prescribed under Section 173(1) of the Companies Act, 2013 and Regulation 17(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. Disqualification of Directors:

During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.

24. Board of Directors and Key Managerial Personnel:

(i) Appointment of Director retiring by rotation:

Mr. Shakti Singh Rathore (holding DIN 09208373) Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(ii) Declaration of Independence by Independent Directors & adherence to the Companys Code of Conduct for Independence Directors:

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. Based on the aforesaid declarations received from Independent Directors, the Board of Directors confirms that Independent Directors of the Company fulfill conditions specified in Section 149(6) of the Act read with Rules made thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and are independent of the Management.

25. Vigil Mechanism / Whistle Blower Policy:

A vigil mechanism provides a channel to employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

The Company has adopted a vigil mechanism policy pursuant to the requirements of Section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations and the same can be accessed on Companys website www.ken-fin.com.

26. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance and the same can be accessed on Companys website www.ken-fin.com.

27. Directors Responsibility Statement:

According to the provisions of Section 134(3)(c) of the Companies Act, 2013, the directors confirm that:

a) in the preparation of annual accounts for the financial year ended March 31, 2026, 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) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) adequate accounting records are maintained 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) financial statements have been drawn up on a going concern basis;

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

28. Compliance with the Provisions of Secretarial Standards of ICSI:

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

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

29. Particulars of Loans, Guarantees or Investments:

The Company being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

30. Related Party Transactions:

The Board of Directors of the Company has formulated a policy on dealing with Related Party Transactions, pursuant to the applicable provisions of the Act. The same is displayed on the website of the Company.

Contracts/arrangement/transactions entered by the Company during Financial Year 202526 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations.

All related party transactions entered during Financial Year 2025-26 were on arms length basis and not material under the Act and SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations. Details of transactions with related parties during Financial Year 2025-26 are provided in the notes to the financial statements.

There were no transaction requiring disclosure under Section 134(3)(h) of the Companies Act, 2013. Hence, Form AOC-2 does not form a part of this report.

31. Risk Management:

Risks are events situation or circumstances, which may lead to negative consequences on the Companys business. Risk Management is a structured approach to manage uncertainty. A formal approach to risk management is being adopted by the company and key risks will now be managed within a unitary framework. Periodic assessment to indemnify the risks areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into account while preparing the annual business plan for the year. The Board is also periodically informed of the business risks and the actions taken to manage them.

The Company has formulated a policy for Risk Management with the following objects.

• Provide an overview of the principles of risk management.

• Explain approach adopted by the Company for risk management.

• Define the organizational structure for effective risk management.

• Develop a risk culture that encourages all employees to identity risks and to respond to them with effective actions.

• Identify, assess and manage existing and new risks in a planned and coordinated manner with minimum disruption and cost, to protect and preserve Companys human, physical and financial assets.

32. Prevention of Sexual Harassment at Workplace:

As per the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your Company has constituted Internal Complaints Committee (ICC). No complaints have been received on Sexual harassment for the financial year ending 31^st March 2026. The Company is committed to providing a safe and conducive work environment.

33. Maternity Benefit provided by the Company under Maternity Benefit Act, 1961:

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

34. Significant and Material Orders Passed by the Regulators or Courts or Tribunal:

During the year, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.

35. Material changes and commitments:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.

36. Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Annual Performance Evaluation of the Board, its Committees, Chairman and individual Director has been carried out for the year under review. The evaluation framework covers key aspects such as composition, effectiveness, governance practices and contribution of Directors and is periodically reviewed to align with regulatory expectations and evolving best practices.

The evaluations of the Board as whole, the Individual Performance of the Independent Directors, the Committees and the Chairman of the Board were undertaken through circulation of questionnaires each for the Individual Performance of Directors, the Board, the Committees and the Chairman of the Board. The performance of the Board as whole was assessed on selected parameters related to Board Composition & Quality, Board Meetings and Procedures, Board Development, Board Strategy and Risk Management, Board and Management Relations, Stakeholder value and responsibility.

The evaluation criterions for the Individual Performance of Directors were based on their knowledge, Diligence & Participation, Leadership, Personal Attributes etc. The evaluation criteria for the Committees related to its Function and Duties, Management Relations, Committee Meetings and Procedures. The evaluation criteria for the Chairman of the Board besides the general criteria adopted for assessment of all Directors, Participation at Board / Committee Meetings, Managing Relationship, Knowledge and Skill, Personal Attributes, Independence and Leadership. The details of evaluation process of the Board, its Committees, Chairman and individual Directors have been disclosed in the Corporate Governance Report forming part of this Annual Report.

37. Audit Committee:

Pursuant to provisions of Section 177(8) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Audit Committee is comprised of three Independent Directors.

The composition of the Audit Committee is as under:

Name	Designation	Category
Mr. Harish Sitaram Sharma	Chairman	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Member	Non-Executive Independent Director
Mr. Ritesh Kumar Pathak	Member	Non-Executive Independent Director

All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company.

38. Nomination & Remuneration Committee:

Pursuant to provisions of Section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Power) Rules, 2013, the Nomination and Remuneration Committee is comprised of three Independent Directors.

The composition of the Committee is as under:

Name	Designation	Category
Mr. Ritesh Kumar Pathak	Chairman	Non-Executive Independent Director
Ms. Neha Kailash Bhageria	Member	Non-Executive Independent Director
Mr. Harish Sitaram Sharma	Member	Non-Executive Independent Director

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors of the Company.

39. Ratio of Remuneration:

The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:

Name	Designation	Remuneration for the F.Y. 2025-26	% increase from previous year	Ratio / Times per median of employee remuneration
1. Mr. Shakti Singh Rathore	Managing Director	11,002.00	33.28%	1.83 times
2. Mr. Praveen Kumar Modi	Chief Financial Officer	3,600.00	Nil	0.60 times

The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.

40. Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements set out by SEBI. All Board members and senior management personnel have affirmed compliance with the Companys code of conduct for Financial Year 2025-26. We hereby confirm that the Company has complied with corporate governance requirements specified in Regulation 17 to 27 and other applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

41. Share Capital:

A) Buy Back of Securities

The Company has not bought back any of its securities during the year.

B) Sweat Equity

The Company has not issued any Sweat Equity Shares during the year.

C) Bonus Shares

No Bonus Shares were issued during the year.

D) Employees Stock Option Plan

The Company has not provided any stock option plan during the year.

42. Cyber security governance:

Cyber security governance includes a board member overseeing the cybersecurity strategy and the executive management team, accountable for managing cybersecurity. The Senior Management track all the recent happenings related to cyber security risks on ongoing and periodical basis and solves the related issues.

43. RBI Guidelines:

The Reserve Bank of India ("RBI") has further amended the Directions through the RBI (Non-Banking Financial Companies- Registration, Exemptions, and Framework for Scale Based Regulation) Amendment Directions, 2026 ("Amendment Directions"), effective April 1, 2026.

Earlier RBI vide its notification dated November 28, 2025, has unveiled amendments titled as ‘Reserve Bank of India (Non-Banking Financial Companies-Registration, Exemptions, and Framework for Scale Based Regulation) Directions, 2025 ("Directions") which has marked a significant shift in the regulatory framework for NonBanking Financial Companies ("NBFCs").

The Amendment Directions came pursuant to a review of the regulatory position applicable to NBFCs that neither avail public funds nor have any customer interface. It now introduces a new category of NBFCs-entities with no public funds and no customer interface- which are exempt from mandatory registration under Section 45-IA of the Reserve Bank of India Act, 1934, subject to compliance with prescribed conditions. This represents a calibrated departure from the traditionally stringent regulatory approach applied to the sector. By adopting a ‘light-touch framework for such entities, particularly private investment vehicles, the RBI aims to focus supervisory attention on systemic risks while facilitating ease of doing business.

The classifications and eligibility conditions for the newly introduced categories under NBFCs framework, the process for registering unregistered entities as Unregistered Type I NBFCs, the procedure for surrendering certificates of registration by existing NBFCs that now fall within the Unregistered Type I NBFC category, and the opportunities for existing business models as well as the challenges arising from the introduction of this new category.

In the Amendment Directions, the RBI introduced a new classification for NBFCs that neither accept public funds (including indirect funds) nor have customer interface and have assets size less than INR 1,000 crores, termed as "Unregistered Type I NBFCs". Two additional categories were also introduced.

44. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated persons of the Company, as per SEBI (Prohibition of Insider Trading) Regulations, 2015.

45. Transfer of Amounts to Investor Education and Protection Fund (IEPF):

Your Company has not declared any dividend during the last seven years and accordingly there are no unpaid or unclaimed dividend for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

46. Corporate Insolvency Resolution Process Initiated Under The Insolvency And Bankruptcy Code, 2016 (IBC):

No application has been filed for corporate insolvency resolution process, by a financial or operational creditor or by the Company under the IBC before the National Company Law Tribunal.

47. Acknowledgment:

Your Directors place on record their gratitude for the support to all the Companys employees for their enormous personal efforts as well as collective contribution to the Companys performance. The Company acknowledges the role of all its key stakeholders- shareholders, investors / borrowers, Customers, Bankers, Government, Lead Managers and all the other business associates for the continuous support given by them to the Company and their confidence in its Management.