KFin Technologies Limited — AGM Information 2023

Sep 25, 2023

CS&G/STX/SQ2023/43

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September 25, 2023

1) National Stock Exchange of India Limited 2) BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Scrip Symbol: KFINTECH Scrip Code: 543720

• Sub. : Submission of Proceedings of the 6[th] Annual General Meeting of the members of the Company

• Ref. : Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”)

Dear Sir / Madam,

This is further to our letter reference no. CS&G/STX/SQ2023/27 dated August 28, 2023, submitting the Annual Report for the Financial Year 2022-23 including the Notice of the 6[th] Annual General Meeting of the members of the Company (“ AGM ”).

Pursuant to Regulation 30 and other applicable provisions of the LODR Regulations, please find enclosed herewith the proceedings of the 6[th] AGM of the Company held today i.e., Monday, September 25, 2023, at 03:00 p.m. (IST) through Video Conferencing / Other Audio-Visual means.

This is for your information and records.

Thanking you,

Yours faithfully,

For KFin Technologies Limited

ALPANA Digitally signed by ALPANA UTTAM UTTAM KUNDU Date: 2023.09.25 KUNDU 20:36:30 +05'30'

Alpana Kundu Company Secretary and Compliance Officer ICSI Membership No.: F10191

Encl.: a/a

CIN: L72400TG2017PLC117649

compliance.corp@kfintech.com

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SUMMARY OF PROCEEDINGS OF THE 6[TH] ANNUAL GENERAL MEETING

The 6[th] Annual General Meeting (“ AGM ” / “ Meeting ”) of the members of KFin Technologies Limited (formerly known as KFin Technologies Private Limited) (“ Company ”) was held on Monday, September 25, 2023, through Video Conferencing (“ VC ”) / Other Audio Visual Means (“ OAVM ”) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs (“ MCA ”). The AGM commenced at 3:00 p.m. (IST) and concluded at 5:25 p.m. (IST).

Directors present through VC

Sr.	Name	Designation
No.
01	Mr. Vishwanathan Mavila Nair	Chairperson and Non-Executive Director
02	Mr. Venkata Satya Naga Sreekanth Nadella	Managing Director and CEO
03	Mr. Prashant Saran	Independent Director and Chairperson of the
		Stakeholders’ Relationship Committee
04	Mr. Kaushik Mazumdar	Independent Director and Chairperson of the
		Audit Committee
05	Ms. Sonu Bhasin	Independent Director and Chairperson of the
		Nomination and Remuneration Committee
06	Mr. Alok Misra	Additional Non-Executive (Nominee) Director
07	Mr. Srinivas Peddada	Non-Executive Nominee Director
08	Mr. Jaideep Hansraj	Non-Executive Nominee Director

Mr. Shantanu Rastogi, Non-Executive Nominee Director had expressed his inability to join the meeting due to his pre occupation.

Members of the management team present through VC

Sr.	Name	Designation
No.
01	Mr. Vivek Narayan Mathur	Chief Financial Officer
02	Mr. Amit Murarka	Head – Investor Relations
03	Ms. Alpana Kundu	Company Secretary and Compliance Officer

Invitees present through VC

Sr.	Name	Designation
No.
01	Mr. Amit Kumar Bajaj	Representative of the Statutory Auditors
02	Mr. Sri Kumar Tumuluri	Representative of the StatutoryAuditors
03	Mr. Vasudeva Rao Devaki	Representative of the Secretarial Auditors
04	Ms. S. N. Viswanathan	Scrutinizer

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Shareholders present through VC / OAVM: 44

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Introduction

Pursuant to Article 118 of Articles of Association of the Company, Mr. Vishwanathan Mavila Nair, Chairperson and Non-Executive Director presided over the meeting and welcomed the shareholders. The Chairperson introduced the Directors, members of the management team, representative of the Statutory Auditors, Secretarial Auditors and Scrutinizer participating through VC. Requisite quorum being present, he called the meeting to order and requested Ms. Alpana Kundu, Company Secretary and Compliance Officer to make the announcements for the smooth conduct of the meeting.

The Company Secretary inter-alia informed the shareholders that:

• a. This AGM was being conducted through VC / OAVM in in accordance with the relevant circulars issued by the MCA. The proceedings were also being webcast live and could be viewed using the details provided in the notice of the AGM;

• b. The annual report containing the Board’s report, Corporate Governance report, Business Responsibility and Sustainability report, Management Discussion and Analysis, the standalone and consolidated financial statements along with the Auditor’s reports, and the notice of this AGM has already been sent to the shareholders electronically at their registered email id, and taken as read;

• c. As the Statutory Auditors’ Report on the financial statement of the Company for the Financial Year 2022-23 and the Secretarial Audit Report for the Financial Year 2022-23 did not have any qualification, observation, disclaimer or adverse remark, the said reports were not required to be read out at the meeting in terms of the applicable provisions of the Companies Act, 2013;

• d. The remote e-voting period commenced at 9:00 a.m. IST on Friday, September 22, 2023, and ended at 5:00 p.m. IST on Sunday, September 24, 2023. The voting rights were reckoned on the shares held as on the cut-off date i.e., September 18, 2023;

• e. E-voting facility was also made available during the AGM for members who had not exercised their vote through the remote e-voting facility, and was open up to 15 minutes from the conclusion of the meeting.

• f. The Company had appointed Mr. S. N. Ananthasubramanian, Founding Partner or failing him Mr. S. N. Viswanathan of Messers S. N. Ananthasubramanian & Co., Company Secretaries as the Scrutinizer for the purpose of scrutinizing the process of remote e-voting and e-voting during the AGM in a fair and transparent manner;

• g. The relevant documents required to be kept open at the AGM were open and accessible to any member of the Company for inspection in electronic mode, if they so desire, until the conclusion of the meeting;

The Chairperson then addressed the shareholders and delivered his speech. The Chairman apprised the shareholders on the Company’s progress.

Thereafter, the Managing Director and Chief Executive Officer addressed and apprised the shareholders on the Company’s all round performance.

Thereafter, brief on the following resolutions as set out in the Notice of the AGM were read out by the Company Secretary:

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Sr.	Particulars	Type of
No.		Resolution
Ordinary Business
1	To consider and adopt the standalone and consolidated audited financial	Ordinary
	statements of the Company for the financial year ended March 31, 2023, and	Resolution
	the Reports of the Board of Directors and Auditors thereon
2	To appoint Mr. Srinivas Peddada (DIN: 08755240), who retires by rotation as a	Ordinary
	Nominee Director	Resolution
3	To appoint Mr. Jaideep Hansraj (DIN: 02234625), who retires by rotation as a	Ordinary
	Nominee Director	Resolution
4	To appoint M/s. B S R and Co, as the Statutory Auditors of the Company	Ordinary
		Resolution
Special Business
5	To approve the payment of remuneration to Mr. Vishwanathan Mavila Nair	Special
	(DIN: 02284165), Non-Executive Director and Chairperson, in excess of the	Resolution
	limits prescribed in the Securities and Exchange Board of India (Listing
	Obligations and Disclosure Requirements) Regulations, 2015
6	To appoint Mr. Alok Chandra Misra (DIN: 01542028) as a Nominee Director	Ordinary
	of the Company	Resolution

Since, Mr. Vishwanathan Mavila Nair was interested in item no. 5, the proceedings for the said item were chaired by Mr. Venkata Satya Naga Sreekanth Nadella.

Members who had registered themselves as speakers were then invited to ask questions or seek clarifications or express their views, from the management. The management responded to the queries of the shareholders and provided clarifications suitably.

After the Q&A session, the Chairperson thanked the shareholders for attending the AGM and concluded the proceedings of the AGM.

The Company Secretary was authorised to accept the Scrutinizer’s Report on behalf of the Company.

The Chairperson announced that the e-voting results along with the Scrutinizer’s report shall be disseminated to the Stock Exchange and also be placed on the website of the Company and NSDL, within prescribed timelines.

The e-voting facility was available to the shareholders for the next 15 minutes. The meeting concluded on expiry of the said 15 minutes.

Post completion of the AGM, the Scrutinizer submitted his report on the remote e-voting and voting at the AGM. Based on the Scrutinizer’s report, all resolutions as set out in the Notice of AGM were passed with requisite majority.

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