KFin Technologies Ltd Directors Report

To

The Members,

KFin Technologies Limited

Your Directors have immense pleasure in presenting the 9th 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, 2026.

FINANCIAL RESULTS

The Companys financial performance (Standalone and Consolidated) for the FY 2025-26 is summarised below:

(Rs. Millions)

	Standalone		Consolidated
Particulars	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	11,588.10	10,554.99	13,014.93	10,907.52
Other Income	394.43	336.42	424.32	377.24
Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and tax expenses	5,469.84	5,021.57	5,721.00	5,167.26
Less: Finance Costs	41.00	46.34	46.91	46.85
Less: Depreciation, Impairment and Amortisation Expense	670.39	593.27	862.56	644.51
Profit before Exceptional Items and Share of loss of associate and joint venture	4,758.45	4,381.96	4,811.53	4,475.90
Less: Exceptional Item	116.34	-	125.94	-
Profit before Share of loss of associate and joint venture (net of tax)	4,642.11	4,381.96	4,685.59	4,475.90
Less: Share of loss of associate and joint venture (net of tax)	-	-	(7.62)	-
Profit Before Tax	4,642.11	4,381.96	4,677.97	4,475.90
Less: Tax expenses	1,179.67	1,126.48	1,240.85	1,149.65
year Profitforthe	3,462.44	3,255.48	3,437.12	3,326.25
Other Comprehensive Income	8.88	(10.49)	236.74	(2.01)
Total Comprehensive Income for the year	3,471.32	3,244.99	3,673.86	3,324.24

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

DIVIDEND

The Board of Directors, at their meeting held on April 29, 2026, has recommended the payment of Rs. 12/- per equity share of face value Rs. 10/- each, as final dividend for the financial year ended March 31, 2026. The payment of final dividend is subject to the approval of members at the ensuing Annual General Meeting and deduction of income tax at source.

The dividend recommended is in accordance with the Dividend Distribution Policy (DD Policy) of the Company. The DD Policy sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its members and/or the utilisation of the retained profits earned by the Company. The DD Policy, as approved by the Board of Directors, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR Regulations) is available on the 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 of the reserves by the Company.

SHARE CAPITAL

The paid-up equity share capital of the Company at the beginning of the financial year was Rs. 172,08,33,430/-. During the year, the Company issued 441,711 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 Rs. 1,72,52,40,540/-.

STATE OF AFFAIRS/REVIEW OF OPERATIONS (STANDALONE)

During FY26, the Company achieved Revenue from Operations of Rs. 11,588.10 Million as against Rs. 10,554.99 Million in FY25, a growth of 9.79%. The Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and joint venture and tax expenses items during the year stood at Rs. 5,469.84 Million, representing margin to sales of 47.20%. The Companys Profit before tax was Rs. 4,642.11 Million in FY26 as compared to Rs. 4,381.96 Million in FY25. The Company earned Other income of Rs. 394.43 Million during FY26 as compared to Rs. 336.42 Million in FY25 (mainly from Dividend income and fair value gain from investment in mutual funds, Interest income from bank deposits & Interest on Income Tax Refund). Profit after tax during FY26 was Rs. 3,462.44 Million as against Rs. 3,255.48 Million in the previous year, a growth of 6.36%. The effective tax rate for FY26, including provisions for deferred tax was 25.41%, as compared to an effective tax rate of 25.71% during FY25.

STATE OF AFFAIRS/REVIEW OF OPERATIONS (CONSOLIDATED)

During FY26, the Company achieved Revenue from Operations of Rs. 13,014.93 Million as against Rs. 10,907.52 Million in FY25, a growth of 19.32%.

The Profit for the year before Finance cost, Depreciation, exceptional items, share of loss of associate and joint venture and tax expenses during the year stood at Rs. 5,721.00 Million, representing margin to sales of 43.96%. The Companys Profit before tax was Rs. 4,677.97 Million in FY26 as compared to Rs. 4,475.90 Million in FY25. The Company earned Other income of Rs. 424.32 Million during FY26 as compared to Rs. 377.24 Million in FY25 (mainly from dividend income and fair value gain from investment in mutual funds, Interest income from bank deposits & Interest on Income Tax Refund). Profit after tax during FY26 was Rs. 3,437.12 Million as against Rs. 3,326.25 Million in the previous year, a growth of 3.33%. The effective tax rate for FY26, including provisions for deferred tax was 26.53%, as compared to an effective tax rate of 25.69% during FY25.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as per Regulation 34(2)(e) of the LODR Regulations, is presented in a separate section and forms a part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the LODR Regulations, the company provides the prescribed disclosures as per the reporting requirements on Environmental, Social and Governance (ESG) parameters termed the Business Responsibility and Sustainability Report (BRSR) which includes performance against the nine principles of the National Guidelines on Responsible Business Conduct and each principle divided into essential and leadership indicators. The Company has undertaken an independent assurance of the BRSR for FY 2025-26. The BRSR along with the assurance statement provided by M/s. SGS India Private Limited (Assurance Provider) confirming reasonable assurance of core attributes of the Business Responsibility and Sustainability Report of the Company for FY 2025-26 forms part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company is committed to implementing best practices in corporate governance. The principles of corporate governance are embedded in the spirit, which constitutes the core values of the Company.

These guiding principles are also articulated through the Companys code of conduct and business ethics, and charter of various committees.

The Report on Corporate Governance in accordance with Regulation 34 read with Schedule V of the LODR Regulations, for the year under review, forms a crucial part and is presented in separate section of this Annual Report.

A certificate from M/s. D V Rao & Associates, Company 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 and the same is available on the Companys website at https://investor.kfintech.com/wp-content/ uploads/2026/06/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, 2026.

KFIN EMPLOYEE STOCK OPTION PLAN

The Company currently administers employee stock option plans, namely the KFin Employee Stock Option Plan 2020 (KFin ESOP 2020) and the KFin Employee Stock Option Plan 2024 (KFin ESOP 2024), in compliance with applicable statutory and regulatory requirements.

KFin ESOP 2024 comprises two distinct schemes, being Scheme A Time-based Vesting and Scheme B Performance-linked Equity Shares, thereby ensuring an appropriate balance between retention-driven and performance-based incentives.

These plans are designed to attract, retain and motivate key talent across the Company and its subsidiaries, while fostering a sense of ownership and alignment of employees interests with the long-term strategic objectives and sustainable growth of the Company.

The framework of these plans also supports the Companys objective of driving performance excellence and enhancing stakeholder value through effective talent incentivisation.

There has been no change in the KFin ESOP 2020 and KFin ESOP 2024 during the year under review. The disclosure relating to ESOPs as required to be made under the provisions of the Companies Act, 2013 and the rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI SBEB Regulations) have been placed on the website of the Company and can be accessed at https://investor.kfintech.com/esop/ .

The Company has obtained a certificate from M/s. D V Rao & Associates, Company Secretaries, Secretarial Auditors of the Company, confirming that KFin ESOP 2020 and KFin ESOP 2024 have been implemented in accordance with the SEBI SBEB Regulations. The certificate will be available for inspection by members at the ensuing annual general meeting.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

Post the Initial Public Offer (IPO) of the Company, General Atlantic Singapore Fund Pte. Ltd. ceased to be holding company of the Company as per the provisions of the Act, however, General Atlantic Singapore Fund Pte. Ltd. continues to be the promoter of the Company. Hence, as on March 31, 2026, the Company does not have any holding company.

As on March 31, 2026, the Company has the following 28 subsidiaries as under:

KFin Services Private Limited (KSPL)

KSPL was incorporated on January 6, 2020, as a private limited company, having its registered office at Mumbai. KSPL is engaged in the business of KYC Registration Agency (KRA) and such activities as may be incidental or ancillary or necessary for furtherance of the same, as authorised by its Memorandum of Association.

Hexagram Fintech Private Limited (Hexagram)

Hexagram was incorporated on July 15, 2020, as a private limited company, having its registered office at Mumbai. Hexagram is engaged in the business of software development, as authorised by its Memorandum of Association.

KFin Global Technologies (IFSC) Limited (KGTL)

KGTL was incorporated on June 28, 2022, as a public limited company, having its registered office at Ahmedabad, Gujarat. KGTL is authorised to carry on business as an intermediary and service provider under the International Financial Services Centres Authority Act, 2019, and related regulations issued by IFSCA, as amended from time to time, as authorised by its Memorandum of Association. KGTL has obtained all requisite licences from IFSCA and RBI at GIFT City to commence its business operations.

WebileApps (India) Private Limited (WAI)

WAI was incorporated on November 30, 2011, as a private limited company, having its registered office at Mumbai. WAI is engaged in the business of enterprise product development and design services, specialising 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, having its registered office at Mumbai WTS is engaged in the business of designing, developing, maintaining and selling of web pages, web sites, web applications, mobile applications, internet applications and software, network integration, technology security solution etc., as authorised by its Memorandum of Association.

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

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

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

KFin Malaysia was incorporated as a private company under the laws of Malaysia on March 8, 2016. KFin Malaysia is engaged in the business of Registrar & Transfer Agency Services and Portfolio Services for market intermediaries, services as Application Service Provider (ASP), Software as a Service (SaaS) and/or with Business Process Outsourcing (BPO) and the business of Front-end, Back-end, White-Labelled Platforms and Mobile Application Development Supporting Registry Services, as authorised by its Constitution.

Hexagram Fintech SDN. BHD. (Hexagram Malaysia)

Hexagram Malaysia was incorporated as a private company under the laws of Malaysia on October 19, 2016. Hexagram Malaysia is engaged in the business of information technology products and consultancy services, as authorised by its Constitution.

KFin Technologies (Thailand) Limited (KFin Thailand)

KFin Thailand was incorporated as a private company under the laws of Thailand on November 12, 2024. KFin Thailand is engaged in the business of providing software solutions services, consultancy services and securities registrar services, as authorised by its Constitution.

Note: During the year under review, the Company acquired 51% of the controlling stake of Ascent Fund Services (Singapore) Pte. Ltd. (Ascent Singapore) to expand into the global fund administration industry, through its wholly owned subsidiary, KFin Technologies (Singapore) Pte. Ltd. (KFin Singapore), incorporated . in Singapore, and the acquisition was completed on October 13, 2025.

The brief details of KFin Singapore, Ascent Singapore and its subsidiaries are as follows:

KFin Technologies (Singapore) Pte. Ltd. (KFin Singapore)

KFin Singapore was incorporated as private company with the Accounting and Corporate Regulatory Authority under the laws of Singapore on June 19, 2025. Kfin Singapore is engaged in the business of activities auxiliary to fund management activities, as authorised by its Constitution.

Ascent Fund Services (Singapore) Pte. Ltd. (Ascent Singapore)

Ascent Singapore was incorporated as a private company with the Accounting and Corporate Regulatory Authority under the laws of Singapore on August 15, 2019. Ascent Singapore is engaged in the business of provision of fund administration services, as authorised by its Constitution.

Ascent Corporate Solutions Pte. Ltd. (Ascent Solutions)

Ascent Solutions was incorporated as a private Company with the Accounting and Corporate Regulatory Authority under the laws of Singapore on February 17, 2020. Ascent Solutions is engaged in the business of provision of corporate services, as authorised by its Constitution.

Ascent Global Fintech Solutions Pte. Ltd. (Ascent Fintech)

Ascent Fintech was incorporated as a private Company with the Accounting and Corporate Regulatory Authority under the laws of Singapore on December 22, 2020. Ascent Fintech is engaged in the business of provision of Fintech services.

Ascent GlobalOP Sdn. Bhd. (Ascent GlobalOP)

Ascent GlobalOP was incorporated as a private

Company with the Companies Commission of Malaysia under the laws of Malaysia on October 02, 2019. Ascent GlobalOP is engaged in the business of provision of fund administration and corporate services.

Ascent Fund Services (Hong Kong) Limited (Ascent Hong Kong)

Ascent Hong Kong was incorporated as a Limited Company with the Registrar of Companies, Hong Kong under the laws of Hong Kong on October 03, 2019. Ascent Hong Kong is engaged in the business of provision of fund administration services.

Ascent Corporate Solutions (Hong Kong) Limited (Ascent Solutions (Hong Kong))

Ascent Solutions (Hong Kong) was incorporated as a Limited Company with the Registrar of Companies, Hong Kong under the laws of Hong Kong on May 11, 2021. Ascent Solutions (Hong Kong) is engaged in the business of provision of corporate services.

Ascent Fund Services (Shanghai) Co. Ltd. (Ascent Shanghai)

Ascent Shanghai was incorporated as a Limited Liability Company with the Administration for Market Regulation, Shanghai under the laws of Shanghai on June 28, 2020. Ascent Shanghai is engaged in the business of provision of fund administration services.

Ascent Fund Services (Japan) Ltd. (Ascent Japan)

Ascent Japan was incorporated as a Corporation with the Legal Affairs Bureau, Tokyo under the laws of Tokyo on January 08, 2021. Ascent Japan is engaged in the business of provision of corporate services.

Ascent Fund Services (Australia) Pty Ltd (Ascent Australia)

Ascent Australia was incorporated as a Proprietary Company with the Australian Securities and Investments Commission under the laws of Australia on April 15, 2021. Ascent Australia is engaged in the business of provision of fund administration services.

Ascent Fund Services (India) Private Limited (Ascent India)

Ascent India was incorporated on October 06, 2021, as a private limited Company with the Registrar of Companies, Bangalore. Ascent India is engaged in the business of transmission or export out of India, by providing customised electronic data and related services including research, fund accounting, reconciliation, financial statement preparation and audit, administration, back office processing, accounting, data processing, and customer support along with registrar and transfer agency (RTA), directorship, and trusteeship services for clients in

India and abroad, as authorised by its Memorandum of Association.

Ascent FS (India) LLP (Ascent LLP)

Ascent LLP was incorporated on June 15, 2022, as a limited liability partnership with the Registrar of Companies, Bangalore. Ascent LLP is engaged in the business of provision of fund administration services.

AscentFS (Mauritius) Ltd. (AscentFS Mauritius)

AscentFS Mauritius was incorporated as a Private Company with the Corporate and Business Registration Department (CBRD), under the laws of Mauritius on October 25, 2021. The Company changed its name from Ascent Fund Services (Mauritius) Ltd to AscentFS (Mauritius) Ltd on November 12, 2021. AscentFS Mauritius is engaged in the business of provision of fund administration services.

AscentFS Management (Mauritius) Ltd. (AscentFS Management)

AscentFS Management was incorporated as a Domestic Private Company with the Registrar of Companies and the Financial Services Commission of Mauritius under the laws of Mauritius on April 12, 2022. AscentFS Management is licensed as a Management

Company for the provision of fund administration, corporate services, Tax Compliance, Fiduciary services, Compliance Services, Structuring and

Incorporation Services.

Ascent Fund Services Ltd. (Ascent Abu Dhabi)

Ascent Abu Dhabi was incorporated as a Private Company with Abu Dhabi Global Market Registration Authority under the laws of Abu Dhabi on April 22, 2022. Ascent Abu Dhabi is engaged in the business of provision of fund administration services.

Ascent Fund Services (DIFC) Limited (Ascent DIFC)

Ascent DIFC was incorporated as a Private Company with the Dubai International Financial Centre Registration Authority under the laws of Dubai on October 09, 2024. Ascent Dubai is engaged in the business of provision of fund administration services.

Ascent Fund Services (USA) LLC (Ascent USA)

Ascent USA was incorporated as a Limited Liability Company with the Division of Corporations, State of Delaware, under the laws of USA on September 14, 2022. Ascent USA is engaged in the business of provision of fund administration services.

Ascent Fund Services (UK) Limited (Ascent UK)

Ascent UK was incorporated as a Private Company with the Registrar of Companies for England and Wales under the laws of England and Wales on March 08, 2023. Ascent UK is engaged in the business of provision of fund administration services.

Ascent Management Consulting (Ascent Consulting)

Ascent Consulting was incorporated as a Limited Liability and One Person Company with the Ministry of Commerce, Saudi Arabia under the laws of Saudi Arabia on November 28, 2023. Ascent Consulting is engaged in the business of consulting activities in the field of management.

The Company has formulated a Policy on material subsidiaries of the Company. The said policy is available on the Companys website at https://investor.kfintech com/wp-content/uploads/2022/07/KFintech_Material-Subsidiaries-Policy.pdf.

Associate Company

As on March 31, 2026, the Company does not have any associate company.

Joint Venture Company

MFC Technologies Private Limited (MTPL)

MTPL was incorporated as a private limited company on March 8, 2025, with the Registrar of Companies in Mumbai, Maharashtra. It is a joint venture between the Company and Computer Age Management Services Limited. MTPLs purpose is to own, develop, maintain, and operate the jointly developed investment management platform and ecosystem named MF Central as authorised by its Memorandum of Association.

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 Companys website at https://investor.kfintech.com/ annual-reports/.The individual Standalone Financial

Statement of all Subsidiaries are available on the

Companys website at https://investor.kfintech.com/ subsidiaries/.

A copy of separate Audited Financial Statements in respect of the subsidiaries will be provided to any member of the Company who requests for it and the said annual Audited Financial Statements of the Company and subsidiaries will also be kept open for inspection at the Registered Office of the Company.

BOARD OF DIRECTORS, ITS MEETINGS, EVALUATION ETC.

Board Meetings

The Board of Directors of the Company met ten (10) times during the year on April 16, 2025, April 28, 2025, June 24, 2025, June 25, 2025, July 24, 2025, October 14, .2025, October 27, 2025, February 02, 2026, February 13, 2026 and March 23, 2026, respectively.

Formal Annual Evaluation

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

Manner of effective evaluation

The Company has laid down evaluation criteria separately for the Board, its Committees, and the

Directors in the form of questionnaire in line with the Evaluation Framework for the Board of Directors, as approved by the Board.

Evaluation of Directors

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

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the Independent Directors to perform their role effectively. The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations from management, internal and external auditors, etc.

Based on such criteria, the evaluation was completed for each Director, Committees and the Board of Directors and the observations of the Directors were discussed and presented to the Chairperson of the Board. The performance evaluation of Non-Independent Directors i.e., Mr. Vishwanathan Mavila Nair, Mr. Venkata Satya Naga Sreekanth Nadella, Mr. Shantanu Rastogi, Mr. Alok Chandra Misra, Mr. Srinivas Peddada, Mr. Devang Gheewalla and the entire Board were carried out. The performance evaluation of the Independent Directors i.e., Mr. Chengalath Jayaram, Mr. Kaushik Mazumdar, Ms. Radha Rajappa and Mr. Shankar Iyer were 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

During the year under review, Mr. Shankar Iyer (DIN: 02134073) was appointed as an Independent Director by the Board of Directors with effect from April 28, 2025, for a period of 5 (five) consecutive years i.e., up to April 27, 2030 (both days inclusive), not liable to retire by rotation, and his appointment was subsequently approved by the members of the Company through special resolution passed by way of postal ballot through remote e-voting on June 07, 2025.

Further, Mr. Prashant Saran (DIN: 08747512) who was appointed as an Independent Director of the Company for a term of five consecutive years with effect from May 26, 2020, has retired as an Independent Director of the Company with effect from May 25, 2025, consequent to completion of his term of appointment as an Independent Director of the Company.

Mr. Vishwanathan Mavila Nair (DIN: 02284165) was reappointed as a Non-Executive Director and Chairperson of the Board of the Company by the Board of Directors at their meeting held on June 24, 2025, for a further period of l (one) year from October 01, 2025 till September 30, 2026 (both days inclusive), not liable to retire by rotation, and the same was subsequently approved by the members of the Company through special resolution at the annual general meeting of the Company on August 28, 2025.

Pursuant to the communication dated October 09, 2025 received from General Atlantic Singapore Fund Pte. Ltd., withdrawing the nomination of Mr. Alok Chandra Misra (DIN: 01542028) as its Non-Executive Nominee Director on the Board of the Company, the Board of Directors, after considering Mr. Alok Chandra Misras vast experience as well as his contribution to the Board during his tenure as a Non-Executive Nominee Director, changed his designation to Non-Executive Director, liable to retire by rotation, with effect from October 27, 2025. The said change in designation was subsequently approved by the members of the Company through special resolution passed by way of postal ballot through remote e-voting on December 18, 2025.

Mr. Chetan Savla (DIN: 10213435), ceased to be the Non-Executive Nominee Director of the Board with effect from October 27, 2025, consequent to the withdrawal of nomination by Kotak Mahindra Bank Limited (KMBL). Further, Mr. Devang Gheewalla (DIN: 07480378) was appointed as Non-Executive Nominee Director, liable to retire by rotation, as a Nominee of KMBL, by the Board with effect from October 27, 2025, and his appointment was subsequently approved by the members of the Company as a Non-Executive Nominee Director through ordinary resolution passed by way of postal ballot through remote e-voting on December 18, 2025. Except the aforesaid, there were no changes in the composition of the Board of Directors during the year under review.

Subsequent to the close of the year under review, Mr. Dinesh Khara (DIN: 06737041) was appointed as an Independent Director, subject to approval of the members, by the Board of Directors with effect from April 29, 2026, for a period of 5 (five) consecutive years i.e., up to April 28, 2031 (both days inclusive), not liable to retire by rotation. The Board further approved Mr. Dinesh Kharas appointment as Chairperson of the Board of Directors of the Company with effect from October 01, 2026. Mr. Vivek Narayan Mathur (DIN: 07928470) was appointed as Whole-Time Director, subject to approval of the members, by the Board of Directors with effect from April 29, 2026, for a period of 2 (two) consecutive years i.e., up to April 28, 2028 (both days inclusive), liable to retire by rotation. Mr. Vivek Narayan Mathur continues to be the Chief Financial Officer of the Company, till such time, as may be decided by the Board of Directors. Further, both the appointment are subject to approval of the members, being sought at the ensuing annual general meeting of the Company, and the same forms part of the notice.

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shantanu Rastogi will retire by rotation at the ensuing annual general meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration

Committee, have recommended his re-appointment to the members for their approval.

Independent Directors

As on March 31, 2026, the Company has 4 Independent Directors, namely, Mr. Chengalath Jayaram, Mr. Kaushik Mazumdar, Ms. Radha Rajappa and Mr. Shankar Iyer. During the year, Mr. Prashant Saran retired as an Independent Director of the Company, with effect from May 25, 2025 consequent to completion of his term of appointment as an Independent Director of the Company, and Mr. Shankar Iyer was appointed as an Independent Director with effect from April 28, 2025. Subsequent to the close of the year under review,

Mr. Dinesh Khara (DIN: 06737041) was appointed as an Independent Director by the Board of Directors with effect from April 29, 2026. His appointment is subject to approval of the members, being sought at the ensuing annual general meeting of the Company, and the same forms part of the notice.

Declaration by Independent Directors

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

The Independent Directors of the Company have in terms of Section 150 of the Companies Act, 2013 read with the Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, confirmed that they have enrolled themselves in the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs and either completed the proficiency test or are exempted from undergoing such test.

Companys Policy on Directors Appointment and Remuneration etc.

The Company has devised, inter-alia, a policy on Directors 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 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 Organisational achievements and Industry benchmark.

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

Familiarisation Programme for Independent Directors

The Company has adopted a framework, duly approved by the Board of Directors for Familiarisation 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 Familiarisation Programmes on Business and Operational Performance, Financial Results and Performance, Business Units Walkthrough, Business Outlook and Strategy, and Statutory Environment for Independent Directors.

The details of Familiarisation Programme are available on the Companys website at KFintech_Familiarization-Programme-for-Independent-Directors-25-26.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, 2026, the composition of the Audit Committee is as under:

Sr. No. Full Name	Designation	Category
01 Mr. Kaushik Bishnu Mazumdar	Independent Director	Chairperson
02 Mr. Chengalath Jayaram*	Independent Director	Member
03 Ms. Radha Rajappa	Independent Director	Member
04 Mr. Alok Chandra Misra	Non-Executive Director	Member

May 25, 2025, and Mr. Chengalath Jayaram was inducted as a member of the Committee on May 26, 2025.

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, prioritisation, and mitigation of risks followed by integrated and strategic application of relevant resources to minimise, 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 analyze risks in their operations and related to their strategic objectives, at least annually, considering bottom-up risk assessment, an external outlook and top management input.

In accordance with the provisions of LODR Regulations, the Board has constituted a Risk Management Committee and formulated a Risk Management Policy. The Risk Management Committee conducts integrated risk and performance reviews along with the senior executives engaged in different business divisions and functions. The Committee reviews identified risks and the effectiveness of the developed mitigation plans to provide feedback and guidance on emerging risks.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the year under review, which were in the ordinary course of business and made on terms equivalent to those that prevail in 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/2025/06/KFintech_RPT-Policy.pdf. The details of all the transactions with Related Parties are provided in the accompanying financial statements. Members may refer to Note 38 to the Financial Statements which sets out related party disclosures pursuant to IND AS-24.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Sr. No. CSR Project/Activity	Amount Spent (Rs. Milions)
01 Tribal School and Underprivileged School	46.15
02 Scholarship (Tribal)	2.69
03 Water conversation	5.00
04 Wildlife Conversation	6.50
05 Environmental Sustainability	0.19
06 Solar project	2.09
07 CSR Programme \u2013 Others	4.96
Total	67.58

During the year, the Company has spent around 2.00% of the average net profits of last three financial years on CSR activities.

As on March 31, 2026, the composition of the Corporate Social Responsibility Committee is as under:

Sr. No. Full Name	Designation	Category
01 Ms. Radha Rajappa	Independent Director	Chairperson
02 Mr. Alok Chandra Misra	Non-Executive Director	Member
03 Mr. Devang Gheewalla*	Non-Executive Nominee Director	Member

*Mr. Prashant Saran ceased to be the member of the Committee w.e.f. May 25, 2025 and Mr. Chetan Savla was inducted as a member of the Committee w.e.f. May 26, 2025. Subsequently, Mr. Chetan Savla ceased to be the member of the Committee and Mr. Devang Gheewalla was inducted as a member of the Committee w.e.f. October 27, 2025.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company considers Corporate Social Responsibility as a process by which an organisation 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 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 available on the Companys 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 Companys website at https://investor.kfintech com/wp-content/uploads/2026/06/KFintech_Whistle-Blower-Policy-1.pdf

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

M/s. B S R and Co, Chartered Accountants (ICAI Firm Registration No. 128510W) were appointed as the Statutory Auditors of the Company, for a term of five consecutive years, by the members of the Company on September 25, 2023, i.e., from the conclusion of the 6 th Annual General Meeting until the conclusion of the 11 th Annual General Meeting.

STATUTORY AUDITORS REPORT

The Notes on financial statements referred to in the Statutory Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report for the FY 2025-26 does not contain any qualifications, reservations, adverse remarks, or disclaimer, or frauds.

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 the Company for the Financial Year 2025-26. 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 AUDITORS

. M/s. D V Rao and Associates, Company Secretary (ICSI Membership No.: F8888 and COP No.: 12123), were appointed as the Secretarial Auditors of the Company, for a term of five (5) consecutive financial years, by the members of the Company on August 28, 2025, i.e., from the FY 2025-26 to 2029-30.

SECRETARIAL AUDIT

Secretarial Audit Report dated May 14, 2026, issued by M/s. D V Rao & Associates, Company Secretaries, Secretarial Auditors, is attached hereto as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualification, reservations, adverse remark, or disclaimer by the Secretarial Auditor.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2025-26 for all applicable compliances as per Securities and Exchange Board of Indias 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 judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) we have prepared the annual accounts on a going concern basis;

e) we have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business. The internal control systems are designed to ensure that the financial statements are prepared based on reliable information. Internal Audit is continuously conducted by Ernst & Young LLP and Internal Audit Reports are reviewed by the Audit Committee on quarterly basis.

PARTICULARS OF LOANS GIVEN, GUARANTEES/SECURITIES PROVIDED AND INVESTMENTS MADE

During the year under review, the Company has not given any loan or provided any guarantee, or any security as covered under Section 186 of the Act. The particulars of investments made are provided in Note 7 to the Standalone Financial Statements.

The Company has obtained a certificate from the Statutory Auditors certifying that the Company is in compliance with the FEMA laws with respect to the downstream investment during the Financial Year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder (POSH). All employees (permanent, contractual, temporary and trainees) are covered under this Policy. The Company has constituted an Internal Committee for its Head Office and branches under Section 4 of the captioned Act. Brief particulars of the complaints received by the Internal Committee, are as follows:

Particulars	Nos.
Number of complaints of sexual harassment received in the year	6
Number of complaints disposed off during the year	6
Number of cases pending for more than ninety days	0

The Company has filed an Annual Report with the concerned Authority.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure 1 and forms a part of this Report. The information pursuant to Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form a part of this Report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any member 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 Company operates in low intensity energy environment. The Company has implemented several measures towards effective energy conservation within the organisation.
(ii) The steps taken by the Company for utilising 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 efforts made towards 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 (imported 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

(Rs. Milions)

Particulars	FY 2025-26	FY 2024-25
Inflow	407.43	504.32
	140.93	13.17

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 Boards Report.

i) The Company has not issued any shares with differential right as to dividend, voting or otherwise.

j) The Company has complied with the provisions relating to the Maternity Benefits Act, 1961.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There were no material changes and commitments, which affected the Companys financial position, between the end of the financial year and the date 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 Companys performance. Your Directors also wish to thank the Members, Customers, Governments, Regulatory authorities, Vendors, Bankers and other business associates for their continuous support during the year under review.

On Behalf of the Board of Directors of

KFin Technologies Limited
Vishwanathan Mavila Nair	Venkata Satya Naga Sreekanth Nadella
Chairperson /DIN: 02284165	Managing Director and CEO / DIN: 08659728
June 10, 2026 /Mumbai	June 10, 2026 / Hyderabad