Kreon Finnancial Services Ltd Directors Report

Dear Members,

Your Board of Directors (the "Board") has the pleasure of presenting the 31st Board Report on the business and operations of Kreon Finnancial Services Limited (the "Company") along with the annual audited financial statements for the financial year ended March 31, 2025, and auditors report.

1. FINANCIAL PERFORMANCE

The financial statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs (MCA).

Key highlights of the financial results of your Company for FY 2024-25 have been summarized below

(Rs in Lakhs)

Particulars	Year ended on 31st March 2025	Year ended on 31st March 2024
Revenue from operations	2665.05	1637.28
Profit / (Loss) before Depreciation and Interest	(44.48)	262.73
Less:Interest	(283.47)	(95.96)
Less: Depreciation	(79.37)	(70.50)
Profit / (Loss) before Tax	(407.32)	96.27
Prior Period Tax	0	0
Provision for Tax/Current Tax	61.6	8.82
Deferred Tax	(54.78)	25.12
Profit / (Loss) after Tax	(414.14)	62.32
Other Comprehensive Income	237.4	210.33
Total Comprehensive Income	(176.74)	272.65

2. BUSINESS OPERATIONS

During the year under review, the Company clocked revenue of Rs.2665.05 lakhs compared to Rs.1637.28 lakhs for FY 2023-24. Our Company reported a loss of Rs.60 lakhs in contrast to a profit of Rs. 58 lakhs in the previous fiscal year. This temporary setback primarily stems from regulatory adjustments introduced by the Reserve Bank of India, which impacted certain operational parameters. Notwithstanding, the Company demonstrated robust top-line growth, reflecting a strong underlying business momentum. Our continued focus on operational excellence and strategic initiatives positions us well for sustainable profitability and long-term value creation.

3. CHANGE IN THE NATURE OF BUSINESS

There has been no change in business of your Company during the year under review.

4. DIVIDEND

There has been no distributable profits and hence consideration of distribution of dividend does not arise in FY 2024-25. The Company presently does not have a dividend distribution policy as it has not declared any dividends till date.

5. TRANSFER TO RESERVES

Being an NBFC and according to Section 45IC(i) of the Reserve Bank of India Act, 1934, our Company is required to transfer 20% of the net profits to general reserves. However, due to loss incurred in FY 2024-25, no amoun is required to be transferred to general reserves.

6. CORPORATE GOVERNANCE

a) Corporate Governance Philosophy Your Company has always believed that good corporate governance is more a way of doing business than a mere legal compulsion. It enhances the trust and confidence of all the stakeholders. Good practice in corporate behavior helps to enhance and maintain public trust in companies and the stock market. It is the application of best management practices, compliances of law in true letter and spirit, and adherence to ethical standards for effective management and discharge of social responsibilities for sustainable development of all stakeholders. In this pursuit, your Companys philosophy on Corporate Governance is led by a strong emphasis on transparency, fairness, independence, accountability, and integrity. The

Board plays a central role in upholding and guiding this governance framework.

b) Board Diversity

Your Company believes that a truly diverse Board will leverage differences in perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race, and gender, which will help us retain our competitive advantage. The Policy on Board Diversity adopted by the Board sets out its approach to diversity, which is available on our website at www.kreon.in. Additional details on Board diversity are available in the Report on Corporate Governance that forms part of this Annual Report.

c) Board Composition and Key Managerial Personnel (KMP)

The composition of Board of your Company conforms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "SEBI Listing Regulations") and Section 149 of the Companies Act, 2013 (the "Act").

As on date of this report, the Board comprises of five Directors, further classified into two Executive Director and three Non-Executive Independent Directors. Further, out of three Independent Directors, two are Independent Woman Director. The Chairman of the Board is a Promoter-Executive Director.

In the opinion of the Board of the Company, all Independent Director appointed/re-appointed during the year have integrity, expertise, experience and proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).

Further in compliance with the Circulars dated 20th June 2018 issued by NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.

As on date of the report, your Company has the following Key Managerial Personnel (the "KMP").

• Mr. Jaijash Tatia - Managing Director

• Mrs. Henna Jain - Joint Managing Director

• Mrs. Shoba Nahar - Chief Financial Officer

• Ms. Niharika Goyal - Company Secretary and Compliance Officer

d)Changes in Board of Directors and KMPs During the year under review and till date of this report, the following changes have occurred in Board composition and KMP:

• Change in designation of Mr. Jaijash Tatia, DIN:08085029, from Whole-time Director to Managing Director w.e.f September 01, 2024.

• Change in designation of Mrs. Henna Jain, DIN:08383395, from Non-Executive Director to Joint Managing Director w.e.f September 01, 2024, for a period of three years up to August 31, 2027.

• Appointment of Mr. Anand Manoharlal, DIN:10718528, as Non-Executive Independent

• Director w.e.f August 06, 2024, for an initial term of five consecutive years up to August 05, 2029.

• Tenure completion of Mrs. Rajashree Santhanam and Mrs. Muthusamy Menaka as Non-Executive Independent Director(s) of the Company with effect from the close of business hours on March 31, 2025.

• Re-appointment of Mrs. Rajashree Santhanam, DIN:07162071 and Mrs. Muthusamy Menaka, DIN:10550690, as Non-Executive Independent Director(s) of the Company w.e.f April 01, 2025, for second term of five consecutive years up to March 31, 2030.

• Resignation of Mrs. Vidyalakshmi Rajagopalan (ACS:28058) from the position of Company Secretary and Compliance Officer with effect from close of business hours on April 15, 2025.

• Appointment of Ms. Niharika Goyal (ACS:61428) as Company Secretary and Compliance Officer/ / Chief Compliance Officer with effect from April 16, 2025.

The appointment of Mr. Anand Manoharlal as an Independent Director and change in designation of Mr. Jaijash Tatia and Mrs. Henna Jain, was approved by the Board in its meeting held on August 06, 2024 and subsequently approved by Members via postal ballot dated September 10, 2024, with requisite majority.

The re-appointment of Mrs. Rajashree Santhanam and Mrs. Muthusamy Menaka as Non-Executive Independent Director(s) was approved by the Board in its meeting held on March 27, 2025, and subsequently approved by the Members via postal ballot dated June 20, 2025, with requisite majority.

The resignation tendered by Mrs. Vidyalakshmi Rajagopalan vide letter dated March 17, 2025, was noted by the Board in its meeting held on March 27, 2025. In the same meeting, the Board unanimously appointed Ms. Niharika Goyal in her place w.e.f April 16, 2025.

According to the provisions of Section 152(6) of the Act, Mrs. Henna Jain, Joint Managing Director, is liable to retire by rotation and being eligible, offers herself for re-appointment. Based on the result of performance evaluation, recommendation of the Nomination and Remuneration Committee and subject to the approval of Members in the 31st AGM, the Board approved her re-appointment in its meeting held on July 28, 2025 and recommends the same to the Members. A resolution seeking Members approval for her re-appointment along with other required details forms part of the Notice of 31st AGM.

e) Number of Board Meetings

The Board met five times during FY 2024-25. The details of such meetings are provided in the Report on Corporate Governance that forms part of this Annual Report. The maximum interval between any two consecutive meetings did not exceed one hundred and twenty days (120 days), as prescribed under the Act.

f) Separate meeting of Independent Directors

In terms of requirements under Schedule IV of the Act and Regulation 25(3) of the SEBI Listing Regulations, a separate meeting of the Independent Directors was held on March 07, 2025.

The Independent Directors at the meeting, inter-alia, reviewed the following:

• Performance of Non-Independent Directors;

• Performance of the Board as a whole;

• Performance of Chairperson of the Company considering the views of executive directors and non-executive directors;

• Assessment of the quality, quantity, and timeliness of the flow of information between the Companys Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

• Any unethical behavior, actual or suspected fraud or violation (if any) of the Companys Code of Conduct.

g) Manner and Criteria of formal annual evaluation of Boards performance and that of its Committees and Individual Directors

In terms of the requirements under the Act and SEBI Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated a criterion for evaluation of the performance of Board as a whole, individual Directors, Chairman and the Board Committees. The criteria cover the areas relevant to the functioning of the Board and its Committees such as its composition, structure, oversight, effectiveness, performance, skill set, knowledge, strategy, and risk management. The individual Directors, particularly the Independent Directors, were evaluated on parameters such as integrity, participation, skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interests of the Company and its minority shareholders, etc. Accordingly, the Board and NRC carried out performance evaluation during the year under review.

h) Board Committees

Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board has constituted various committees of the Board which are:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee.

Details of composition, terms of reference, number of meetings and attendance of Members in these Committees are provided in the Report on Corporate Governance that forms part of this Annual Report.

i) Recommendations made by the Board Committees

The Board, during the year under review, has accepted all recommendations made to it by its Committees including Audit Committee.

j) Composition of Audit Committee

The composition of the Audit Committee, as on March 31, 2025, is given below:

Name	Category
Mrs. Rajashree Santhanam	Independent Director, Chairperson
Mrs. Muthusamy Menaka	Independent Director, Member
Mr. Anand Manoharlal	Independent Director, Member
Mr. Jaijash Tatia	Managing Director, Member

k) Declaration by Independent Directors

The Company has received the necessary declaration from each Independent Director that he/she meets the criteria of independence laid down in Section 149(7) of the Act and Regulation 16 and 25 of the SEBI Listing Regulations. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as per Schedule IV of the Act.

l) Compliance with Secretarial Standards

During the year under review, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

m) Risk Management

Financing activity is the business of management of risks, which in turn is the function of the appropriate credit models and the robust systems and operations. The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees the Companys process and policies for determining risk tolerance and reviews managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. The Risk Management Policy of the Company is available on our website www.kreon.in.

n) Board Policies

The details of the policies approved, adopted or reviewed by the Board are provided in the Report on Corporate Governance that forms part of this Annual Report.

o) Statutory Compliance

Your company, to the best of its knowledge and beliefs, has complied with all applicable Acts, Rules, Regulations, Guidelines etc of SEBI, RBI, MCA and other Statutory Authorities.

p) RBI guidelines

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

7.DISCLOSURE / ANNEXURES

a) Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the Company will place a copy of the annual return on its website at www.kreon.in after the conclusion of the forthcoming AGM.

b) Report on Corporate Governance

Your Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the principle that an organizations corporate governance is directly linked to high performance.

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in the creation of value and wealth for all stakeholders.

The compliance report on corporate governance along with a certificate from M/s. Darpan & Associates, Statutory Auditors, regarding compliance of conditions of the corporate governance, as stipulated under Schedule V of the SEBI Listing Regulations, is attached herewith as Annexure-E to this report.

c) Certificate of Non-Disqualification of Directors Pursuant to Regulation 34(3) and Schedule V Para C Clause (10)(i) of the SEBI Listing Regulations, the Certificate of Non-Disqualification of Directors for the financial year ended March 31, 2025, obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is annexed as Annexure-G to this report.

d) Management Discussion and Analysis Report The Management Discussion and Analysis Report, along with detailed analysis of Companys performance for the year under review, as stipulated under Regulation 34 of the SEBI Listing

Regulations and applicable provisions of the Master Direction issued by the Reserve Bank of India, forms part of this annual report.

e) Certificate by CFO

Mrs. Shoba Nahar, Chief Financial Officer, has submitted the certificate, in terms of Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations to the Board. The certificate by CFO is herewith attached as Annexure-B to this report.

f) Related Party Transactions

All related party transactions during FY 2024-25 were in the ordinary course of business and at an arms length basis and were in compliance with the Act, SEBI Listing Regulations and Accounting Standards and are disclosed in the notes forming part of the financial statement. During FY 202425, the Audit Committee, on quarterly basis, reviewed the related party transactions of the Company for which prior approval was accorded by the Members in the 30th AGM held on June 28, 2024.

The particulars of contracts or arrangements or transactions with related parties during FY 202425, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an i Annexure-D to this report.

Further, there were no materially significant related party transactions entered into by the Company during the year under review, which may have potential conflict with the interest of the ; Company at large. There were no pecuniary relationships or transactions entered by the Independent Directors with the Company during the year under review.

The policy on related party transactions as approved by the Board is uploaded on the Companys website.

g) Managerial Remuneration and Employee Related Disclosures

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report as Annexure-C.

h) Conservation of energy

i. Steps taken or impact on conservation of energy: The operations of your Company are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by the purchase of energy-efficient equipment.

ii. The steps taken by the Company for utilizing alternate sources of energy- Nil

iii. Capital investment on energy conservation equipment-Nil

i) Technology absorption, adoption and innovation

i. Efforts made towards technology absorption:

a) Implemented Amazon S3 Glacier to reduce longterm data storage costs. Integrated UPI AutoPay Mandate to automate loan repayments and improve repayment compliance.

b) Enabled CRIF score and delinquency checks for first-time loan disbursement, improving credit risk evaluation.

c) Automated KYC document validation using AI, allowing real-time verification of PAN, Aadhaar, and college IDs with fraud detection.

d) Migrated infrastructure to serverless computing (AWS Lambda) and containerized environments for scalability and reliability.

e) Adopted DevSecOps for secure, continuous integration and deployment.

ii. Benefits derived like product improvement, cost reduction, product development or import substitution:

a) Cost reduction: Archived inactive documents to Amazon S3 Glacier, reducing storage expenses, Optimized backend response times to lower AWS Lambda duration and data transfer charges.

b) Product improvement: Enhanced creditworthiness checks through CRIF and delinquency validation, reducing default risk, Improved user onboarding experience through AI- powered automated KYC validation, Simplified repayment setup with UPI AutoPay mandates.

c) Product Development: Developed an end-to- end digital loan disbursement system with instant decisioning and auto-validation, enabled robust credit scoring and repayment automation, improving scalability and compliance. d)Import Substitution: Replaced reliance on third- party credit and document verification platforms by building in-house AI-based KYC and credit scoring tools.

iii. In case of imported technology (imported during the last three financial year reckoned from the beginning of the financial year)

• Technology imported: Nil

• Year of import: Nil

• Whether the technology has fully been absorbed: Nil

• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil

iv. Expenditure incurred on Research and Development: NA

j) Particulars of loans, guarantee, or investments under Section 186 of the Companies Act, 2013 Pursuant to Section 186(11 )(a) of the Act read with Rule 11(2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by an NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. During the year under review, the Company has invested funds in various securities in the ordinary course of business. For details of the investments of the Company, refer to Note No. 49 of the financial statements.

K) Foreign Exchange Earnings and Outgo

S. No. Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024
1 Expenditure in foreign Currency	Rs.83.92 lakhs	Rs.28.53 lakhs
2 Earning in Foreign Currency	NIL	NIL

Note: The expenditure was incurred on purchase/marketing/subscription of software.

l) Material changes and commitments

During the year under review, your Company did not undergo any material changes and

o) Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no applications made or no proceedings that were filed by the Company or against the Company, which stands as pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

p) Significant material orders passed by Regulators There are no significant material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and future operations of the Company.

q) Credit rating

During the year under review, your Company did not obtain any credit rating.

r) Other Disclosures

During the year under review, the Company has not obtained any registration/ license / authorization, by whatever name called from any other financial sector regulators.

8. AUDIT AND AUDITORS

a) Statutory Auditor

The Members of the Company, in 29th AGM held

on July 28, 2023, appointed M/s. Darpan & Associates, Chartered Accountants (FRN:016156S), as the Statutory Auditors of the Company for a period of five consecutive years till the conclusion of 34th AGM to be held in the calendar year 2028.

b) Auditors Report

The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the financial year ended March 31, 2025, forms part of this Annual Report. The Audit Report does not contain any qualification, disclaimers, reservation, or adverse remark.

c) Secretarial Auditor and its Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014, the Company has appointed M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to the Board Report as Annexure-F.

The following qualifications have been mentioned in the Secretarial Audit Report:

Act / Rules / Regulation	Qualifications	Action taken against the Company	Response by Company
SEBI (LODR) Regulations, 2015	Delay in furnishing prior intimation on about the meeting of the board of directors	The Company was fined Rs. 11,180/- by BSE for such delay.	The Company has paid the fine.

d) Cost Audit and Cost Records

Maintenance of cost records and requirement of Cost Audit as prescribed under Section 148(1) of the Act read with Companies (Cost Records and Audit) Rules, 2014 is not applicable to the business activities carried out by your Company.

e) Reporting of fraud by Auditors

During the year under review, neither the Statutory Auditor nor the Secretarial Auditor has reported to the Audit Committee any instances of fraud committed against the Company by its officers or employees, under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134(3)(ca) of the Act.

9. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE

a) Authorized share capital

As of March 31, 2025, the total authorized share capital of the Company stood at Rs.50,00,00,000 (Rupees Fifty Crores only) divided into 4,50,00,000 (Four Crores Fifty Lacs only) Equity Shares of Rs.10/- (Rupees Ten only) each and 50 Lakhs (Fifty Lakhs only) Compulsory Convertible Preference Shares of Rs.10/- (Rupees Ten only) each. During the financial year under review, the Authorized Share Capital was increased from Rs.30,00,00,000 (Rupees Thirty Crores only) to Rs.50,00,00,000 (Rupees Fifty Crores only) by way of an increase of 2,00,00,000 (Two Crores only) equity shares of Rs.10/- (Rupees Ten each).

b) Paid-up share capital

As of March 31, 2025, the total paid-up share capital of the Company stood at Rs.20,22,20,000/

(Rupees Twenty Crores Twenty Lakhs Twenty Thousand Only) consisting of 2,02,22,000 (Two Crore Two Lakh Twenty-Two Thousand) equity shares of Rs.10/- each. There were no addition or alterations made to the paid-up share capital of your Company during the year under review

c) Issue of equity shares with differential rights Your Company had not issued any equity shares with differential rights during the year under review.

d) Issue of sweat equity shares

Your Company did not issue any sweat equity shares during the year under review.

e) Issue of employee stock options

Your Company did not issue any employee stock options during the year under review

f) Listing on Stock Exchange

The Companys equity shares are listed on BSE Limited having scrip code 530139. The Company had paid Annual Listing Fee for the FY 2024-25. The Company had also paid Annual Custodian Fee to the Depositories for the FY 2024-25.

h) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees

Your Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of the employees during the year under review.

i) Suspension of shares from trading

During FY 2024-25, the shares of your Company were not suspended from trading on the stock exchange.

10. POLICY DISCLOSURES

a) Code of Conduct for Board of Directors and Senior Management

The Company has formulated a Code of Conduct for the Board of Directors and Senior Management and has complied with all the requirements mentioned in the aforesaid code. A declaration to this effect has been signed by Mr. Jaijash Tatia, Chairman and Managing Director, and forms part of this Annual Report. The Code of Conduct shall be available on the website of the Company at www.kreon.in.

b) Nomination and Remuneration Policy

The Board, and Nomination and Remuneration Committee has framed a policy/criterion for selection and appointment of Directors, Key Managerial Personnel and Senior Executives including qualifications, positive attributes, independence of a director, remuneration, and other matters provided under Section 178(3) of the Act and the SEBI Listing Regulations.

Pursuant to Section 134(3) of the Act, the detailed nomination and remuneration policy of the Company which lays down the criteria, is available on the Companys website at www.kreon.in.

The key points outlined in the Nomination and Remuneration Policy are as follows:

• The Policy aims to appoint Directors, KMPs, and Senior Management who possess significant skills, competence and experience relevant to the position, in alignment with applicable laws and regulations.

• Evaluation of individuals against various criteria, including industry experience and other attributes necessary for successful performance in the role, while also considering the benefits of board diversity.

• Examination of the individuals current positions, including directorships or other affiliations and how these roles might impact their ability to exercise independent judgement.

• Consideration of how the individual is likely to contribute to the overall effectiveness of the Company and collaborate constructively with others.

• Remuneration is designed to align with the individuals role, responsibilities, and performance, balancing fixed and variable components.

c)Vigil Mechanism / Whistle Blower Policy Pursuant to the provisions of Section 177(9) and (10) of the Act and Regulation 22 of the SEBI Listing Regulations, your Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behavior, actual or suspected fraud, violation of Companys code of conduct or policy. No person has been denied access to the Chairman of the Audit Committee. The details of the policy are explained in the Report on Corporate Governance and posted on the website of the Company and can be accessed at www.kreon.in.

d) Code for prohibition of insider trading

Your Company has adopted a code of conduct to regulate, monitor, and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

This code also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the website of the Company at www.kreon.in.

e) Sexual Harassment at Workplace

As per the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has a robust mechanism in place to redress complaints reported under it. Your Company has a formal policy (available at www.kreon.in) for the prevention of sexual harassment of the employees at the workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

Hence, your Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual

Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, with the following members:

Mrs. Shoba Nahar - Presiding Officer Ms. Soundarya Sekar - Internal Member Mr. Midhun Sukumaran - Internal Member Ms. Anjanaa Aravindan - Internal Member

During the year under review,

• Number of complaints of sexual harassment received in the year: NIL

• Number of complaints disposed off during the year: NIL

• Number of cases for more than ninety days: NIL

f) Maternity Benefit Policy

The Company has a well-structured and inclusive Maternity Benefit Policy that supports the health, well-being, and career continuity of its women employees. This policy is designed in compliance with the provisions of the Maternity Benefit Act, 1961 and reflects the Companys commitment to fostering a supportive and inclusive workplace. It offers paid maternity leave, job protection,

medical support, and flexible work arrangements, ensuring that employees can focus on their personal and family responsibilities without compromising their professional growth. Hence, the Company has complied with the provisions of the Maternity Benefit Act, 1961.

g) Quality Policies

The Company obtained ISO 9001:2015 and ISO 27001:2013 Certification from an independent and internationally accredited certification company, an internationally recognized standard that ensures our products and services meet the needs of our customers through an effective quality management system.

h) Equal Opportunity Policy

In accordance with the principles of fairness, transparency, and inclusivity, the Company has adopted an Equal Opportunity Policy that upholds the right of every individual to work in an environment free from discrimination and bias. As a responsible employer and a listed NBFC, the Company ensures compliance with all applicable laws including the Rights of Persons with Disabilities Act, 2016 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The policy prohibits discrimination on the grounds of gender, religion, caste, race, disability, marital status, sexual orientation, or any other category protected by applicable laws. The Company is committed to promoting diversity and inclusivity across all levels of employment and provides equal access to opportunities for growth, development, and advancement.

The policy is communicated to all employees, and any grievances under this policy are addressed through a fair and structured redressal mechanism. The implementation of the Equal Opportunity Policy is monitored periodically by the Human Resources Department under the oversight of the Board.

The above policy is available on the Companys website at www.kreon.in.

i) Stakeholders Engagement Policy

The Company recognizes that strong and continuous stakeholder engagement is integral to long-term sustainability and responsible governance. In line with SEBI LODR Regulations and RBI guidelines applicable to NBFCs, the Company has put in place a Stakeholders Engagement Policy to maintain transparent and effective communication with all stakeholders, including shareholders, regulators, customers, employees, lenders, vendors, credit rating agencies, and the broader community. Engagement is achieved through multiple channels such as investor meetings, disclosures on stock exchange and Company website, customer feedback mechanisms, grievance redressal platforms, employee town halls, regulatory interactions, and corporate social responsibility initiatives. The Company strives to incorporate stakeholder feedback into its decision-making processes and strategic planning.

The Board of Directors, through its Committees and Management, periodically reviews stakeholder engagement practices to ensure they are aligned with the Companys values, compliance framework, and business objectives.

The above policy is available on the Companys website at www.kreon.in

11. DEPOSITS

Your Company, being a non-deposit taking NBFC and as per Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. The provisions of Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended are not applicable to the Company being an NBFC. Further, the Directors hereby report that the Company did not accept any public deposits during the financial year under review and did not have any public deposits outstanding as on March 31, 2025.

There are no outstanding or unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to the Investor Education and Protection Fund as on March 31, 2025.

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company does not fall under the applicability criteria given under Section 135(1) of the Act. Therefore, it does not require us to comply with the provisions related to Corporate Social Responsibility.

13. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES

As on March 31, 2025, your Company does not have any Subsidiary or Associate Company or Joint Ventures.

14. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal Financial Control (IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including the adherence to Companys policies, safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable inancial information. The Board of your Company has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively. Your Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. It ensures that all financial and other records are reliable for preparing financial statements, other data and for maintaining accountability of assets.

Role of internal audit

Internal Audit is an independent function within the Company, which provides assurance to the Management on the design and operating effectiveness of IFC systems as well as suggesting improvements to them. Internal Audit assesses and promotes strong ethics and values within the organization and facilitates in managing changes in the business and regulatory environment. Internal Audit responsibilities encompass all locations, operating entities and geographies of the Company, in which all aspects of business, viz. operational, financial, information systems and regulatory compliances are reviewed periodically.

The Audit Committee review the findings and recommendations given in the internal audit report and make suggestions for improvement to the Board. Direct reporting to the Audit Committee ensures that Internal Audit functions independently from the business. To conduct an internal audit of your Company, the Board appointed M/s. R. Bhaskaran & Co., Chartered Accountants, as the Internal Auditors of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3) (c) of the Act, to the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had 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 ended March 31, 2025, and of the profit and loss of the Company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared annual accounts on a going concern basis;

e) the Directors had laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively, and;

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

16. ACKNOWLEDGEMENT

The Directors place on record their appreciation to all those people, who have so willingly placed their trust in the Companyand the Management and to all the customers across all areas of our operations, who have given the Company an opportunity to serve them.

The Company looks forward to further strengthening the synergies. The entire KFSL Team deserves appreciation for their sincere efforts and determination to excel. The core team of KFSL plays a pivotal role in articulating and implementing the strategic decisions and thus contributing to the development of the company. We take this opportunity to express my heartfelt appreciation for their continuous support, hard work and dedication.

We trust this journey will continue to be a pleasant one with their support, aware of the fact that we have "Miles to go.... with the confidence that "Together We Can, and We Will."

	On behalf of the Board of Directors For Kreon Finnancial Services Limited
	Sd/-	Sd/-
Place: Chennai	Jaijash Tatia Managing Director	Henna Jain Joint Managing Director
Date: 25.07.2025	DIN: 08085029	DIN: 08383395