kfin technologies ltd share price Directors report

To

The Members,

KFin Technologies Limited

Your Directors have immense pleasure in presenting the 6^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, 2023.

FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for the financial year 2022-23 is summarised below:

(_Millions)

	Standalone		Consolidated
Particulars	Year ended March 31, 2023	Year ended March 31, 2022	Year ended March 31, 2023	Year ended March 31, 2022
Revenue from Operations	6,964.50	6,247.09	7,200.27	6,395.07
Other Income	170.40	89.17	174.94	60.57
Profit for the year before Finance cost, Depreciation and exceptional items	3,134.70	2,966.25	3,155.30	2,939.08
Less: Finance Costs	106.12	528.31	106.44	528.83
Less: Depreciation and Amortization Expense	434.48	361.64	466.68	370.25
Profit before Exceptional Items	2,594.10	2,076.30	2,582.18	2,040.00
Less: Exceptional Item	-	-	-	-
Profit Before Tax	2,594.10	2,076.30	2582.18	2,040.00
Less: Tax expenses	631.57	546.16	624.82	554.51
Profit for the year	1962.53	1,530.14	1,957.36	1,485.49
Other Comprehensive Income	(4.78)	(7.68)	0.02	(5.47)
Total Comprehensive Income for the year	1,957.75	1,522.46	1,957.38	1,480.02

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 ("the 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 Companys website at https://investor.kfintech.com/annual-reports/.

DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors have not declared any dividend for the year under review.

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 ("Listing Regulations"). This has been uploaded on the Companys website at https://investor.kfintech.com/wp-content/uploads/2022/11/KFintech_Dividend-Distribution-Policy.pdf.

RESERVES

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

INITIAL PUBLIC OFFER AND LISTING

During the year under review, the Company has completed its Initial Public Offer of 40,983,606 equity shares of face value of 10 each for cash at a price of 366 per equity share (including share premium of 356 per equity share) aggregating to 15,000 million ("the Offer") comprising of an offer for sale of 40,983,606 equity shares aggregating to 15,000 million by General Atlantic Singapore Fund Pte. Ltd. The Offer was open for public from December 19, 2022, to December 21, 2022. The Offer was oversubscribed, and the equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective from December 29, 2022.

SHARE CAPITAL

The paid-up equity share capital of the Company at the beginning of the financial year was 1,675,688,830/-. During the year, the Company issued 1,659,816 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 1,692,286,990/-.

The Non-Convertible Redeemable Preference Shares of the Company at the beginning of the financial year was 200,000/- (Rupees Two Lakh only). During the year under review, no new Preference Shares were issued by the Company.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (STANDALONE)

During FY23, the Company achieved Revenue from Operations of 6,964.50 Million as against 6,247.09 Million in FY22, a growth of 11.48 %.

The Profit before tax, finance cost, depreciation & amortization and exceptional items during the year stood at 3,134.70 Million, representing margin to sales of 45.01%. The Companys Profit before tax was 2,594.10 Million in FY23 as compared to 2,076.30 Million in FY22. The Company earned Other income of 170.40 Million during FY23 as compared to 89.17 Million in FY22 (mainly from dividend income from its investment and interest income on income tax refund). Profit after tax during FY23 was 1,962.53 Million as against 1,530.14 Million in the previous year, a growth of 28.26%. The effective tax rate for FY23, including provisions for deferred tax was 24.35%, as compared to an effective tax rate of 26.30% during FY22.

STATE OF AFFAIRS/ REVIEW OF OPERATIONS (CONSOLIDATED)

During FY23, the Company achieved Revenue from Operations of 7,200.27 Million as against 6,395.07 Million in FY22, a growth of 12.59%.

The Profit before tax, finance cost, Depreciation & amortization and exceptional items during the year stood at 3,155.30 Million, representing margin to sales of 43.82%. The Companys Profit before tax was 2,582.18 Million in FY23 as compared to 2,040.00 Million in FY22. The Company earned Other income of 174.94 Million during FY23 as compared to 60.57 Million in FY22 (mainly from dividend income from its investments). Profit After Tax during FY23 was 1,957.36 Million against 1,485.49 Million in the previous year, a growth of 31.77 %. The effective tax rate for FY23, including provisions for deferred tax was 24.20%, as compared to an effective tax rate of 27.18% during FY22.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, forms part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34(2)(f) of Listing Regulations, Business Responsibility and Sustainability Report (BRSR) forms part of the Annual Report.

CORPORATE GOVERNANCE REPORT

A Report on Corporate Governance along with the Compliance Certificate from the Secretarial Auditors forms part of the Annual Report.

The Board of Directors of the Company has adopted a Code of Conduct and the same has been hosted on the Companys 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 Code for the year ended March 31, 2023.

KFIN EMPLOYEE STOCK OPTION PLAN 2020 (ESOP 2020)

The Company has obtained a certificate from D V Rao & Associates, Company Secretaries, Secretarial Auditor 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. This certificate will be available for inspection by members at the ensuing Annual General Meeting.

The details as required to be disclosed under Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are placed on the Companys website at https://investor.kfintech. com/esop/

HOLDING, SUBSIDIARY AND ASSOCIATE 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.

As on March 31, 2023, the Company has six 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 authorised, by its memorandum of association, to carry on the business of an account aggregator (" AA") as defined in the Master Direction- Non Banking

Financial Company – AA (Reserve Bank) Direction, 2016, as amended from time to time. KSPL is not engaged in any active business.

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.

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

KFin Bahrain was incorporated as a limited company in 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 transfer agency, back office services outsourced by market intermediaries and fund managers 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 website of the Company at https://investor.kfintech.com/wp-content/ uploads/2022/07/KFintech_Material-Subsidiaries-Policy.pdf.

Associate Company

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

The Audited Financial Statements including the Consolidated Financial Statements of the Company have been uploaded on the website of the Company as per Section 136 of the Act at https://investor.kfintech.com/annual-reports/.

The individual Standalone Financial Statements of all Subsidiaries have been uploaded on the website of the Company 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 accounts of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met twelve times during the year on May 02, 2022, June 06, 2022, August 17, 2022, September 28, 2022, November 17, 2022, November 28, 2022, December 10, 2022, December 15, 2022, December 22, 2022, February 10, 2023, February 22, 2023, and March 31, 2023, respectively.

Formal Annual Evaluation

In compliance with the Act and Regulation 17 and other applicable provisions of the Listing 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.

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 done 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, namely, Mr. Vishwanathan Mavila Nair, Mr. Venkata Satya Naga Sreekanth Nadella, Mr. Sandeep Achyut Naik, Mr. Shantanu Rastogi, Mr. Srinivas Peddada, Mr. Jaideep Hansraj, and the entire Board was carried out.

The evaluation of performance of the Independent Directors, namely, Mr. Prashant Saran, Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar was done.

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. Sreekanth Nadella was appointed as the Managing Director of the Company effective from June 6, 2022. Except this, there was no change in the composition of the Board of Directors during the year under review.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Jaideep Hansraj and Mr. Srinivas Peddada 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 Shareholders for their approval.

Independent Directors

The Company has 3 Independent Directors, namely, Mr. Prashant Saran, Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar.

Ms. Sonu Halan Bhasin and Mr. Kaushik Mazumdar were appointed as an Additional Director (Non-Executive, Independent) on the Board of the Company by the Board of Directors with effect from November 16, 2018, for a period of five (5) consecutive years. The members of the Company had at their extraordinary general meeting held on November 16, 2018, approved the said appointment, and they hold office as an Independent Director up to November 15, 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 Listing Regulations.

Companys Policy on Directors Appointment and Remuneration etc.

The Company has devised, inter alia, a policy on Directors appointment and Remuneration including Key Managerial Personnel and other employees. This 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 aforesaid policy is available on the website of the Company 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 Programme on Business Unit Presentation for Independent Directors.

The details of Familiarization Programme have been uploaded on the website of the Company at https://investor.kfintech. com/wp-content/uploads/2023/05/KFintech_Familiarization-Programme-for-Independent-Directors-1.pdf

Key Managerial Personnel

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

AUDIT COMMITTEE

The Audit Committee comprises as under:

Sr. No.	Full Name	Designation	Category
01	Mr. Kaushik Mazumdar	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Ms. Sonu Halan Bhasin	Independent Director	Member
04	Mr. Shantanu Rastogi	Non-Executive Nominee Director	Member

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 identify and manage business risks to facilitate achievement of business objectives.

The management teams across businesses and functions analyse 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 Listing Regulations, the Board has formed 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 arms 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 Companys 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 40 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:

Sr. No.	CSR Project / Activity	Amount Spent (_In Million)
01	School Transformation Program (Boys)	2.20
02	College Transformation Program (Women)	15.88
03	Hygiene and Sanitation	1.02
04	TNC - The Nature Conservancy Centre - Satpura Tiger Reserve	1.16

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

Sr. No.	Full Name	Designation	Category
01	Ms. Sonu Halan Bhasin	Independent Director	Chairperson
02	Mr. Prashant Saran	Independent Director	Member
03	Mr. Sandeep Naik	Non-Executive Nominee Director	Member

COMPANYS CSR POLICY

The Company considers CSR 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 CSR policy formulated by the CSR Committee and approved by the Board, remains unchanged. This has been uploaded on the Companys 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 placed on the website of the Company 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/ Vigil Mechanism Policy. The details of the Policy is explained in the Corporate Governance Report, which forms part of this Annual Report and also hosted on the website of the Company 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

The Company received a Show Cause Notice ("SCN") from the Securities and Exchange Board of India ("SEBI") related to its issuer services business wherein SEBI pointed out certain observations on April 5, 2022.

It was related to an industry issue due to various regulatory changes brought in by SEBI in short period of time. To conclude the matter early, the Company instead of going for adjudication proceedings, decided to settle the matter with SEBI. Accordingly, the SEBI issued a settlement order dated November 4, 2022 ("the Order") without admitting or denying the findings of fact and conclusions of law.

There are no significant material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

B S R & Associates LLP, Chartered Accountants (Firm Registration No. 116231W/W-100024) were appointed as Statutory Auditors of the Company at the annual general meeting held on July 02, 2019, and they will be completing their term of appointment at the conclusion of the ensuing annual general meeting.

Further the Board of Directors subject to the approval of the shareholders, approved appointment of B S R and Co, Chartered Accountants (Firm Registration No. 128510W) as the Statutory Auditors of the Company for a term of 5 (five) consecutive years from the conclusion of the ensuing 6th AGM till the conclusion of the 11th AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

AUDITORS 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 Auditors Report for the financial year 2022-23 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 subsection (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 Companys 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 your Company for the Financial Year 2022-23. 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 Companys 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 29, 2023, issued by D V Rao & Associates, Company Secretaries, Secretarial Auditor, 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 2022-23 for all applicable compliances as per Securities and Exchange Board of India and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report pursuant to SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, has been obtained from D V Rao & Associates, Company Secretaries, Secretarial Auditor 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.

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. There was one complaint received by these committees during the year under review. The complaint has been addressed by the Committee as per the procedure laid down by the POSH. The Company has filed an Annual Report with the concerned Authority.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as ‘Annexure 1 and forms a part of this report.

The information pursuant to Section 197(12) of the Companies Act, 2013 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 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.

Sr. No.	Particulars	Details
(i)	The steps taken or impact on conservation of energy	The companys operation does not consume a significant amount of energy.
(ii)	The steps taken by the company for utilizing alternate sources of energy.	Not applicable, in view of comments in clause (i)
(iii)	The capital investment in energy conservation equipment	Not applicable, in view of comments in clause (i)

B. Technology Absorption, Adaptation and Innovation:

Sr. No.	Particulars	Details
(i)	The effort made toward technology absorption	The Company develops in-house applications to bring out innovative technology solutions for the clients and ecosystem it services.
(ii)	The benefits derived like product improvement cost reduction product development or import substitution	The Company launched upgraded products in the areas of issuer solutions, data analytics and other value added services. The Company continues to invest in technology upgradation to meet the evolving needs of the industry.
(iii)	In case of imported technology (important during the last three years reckoned from the beginning of the financial year)
	(a) the details of technology imported
	(b) the year of import;	Not applicable
	(c) whether the technology has been fully absorbed
	(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
(iv)	The expenditure incurred on research and development	Not applicable

C. Foreign Exchange Earnings and Outgo: ( Million)

Particulars	FY 2022-23	FY 2021-22
Inflow	635.76	639.09
Outflow	124.01	56.20

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

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 or Holding Company.

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 Boards 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 Companys 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 co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least the shareholders for their unstinted support, during the year under review.

On Behalf of the Board of Directors of KFin Technologies Limited

Vishwanathan	Venkata Satya Naga
Mavila Nair	Sreekanth Nadella
Chairperson	Managing Director and CEO
DIN: 02284165	DIN: 08659728
June 23, 2023 : Mumbai