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KFin Technologies Limited AGM Information 2025

Aug 28, 2025

60369_rns_2025-08-28_7e0c3b6e-076f-492b-bead-cf52f2a656cf.pdf

AGM Information

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CS&G/STX/SQ2025/26

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August 28, 2025

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 8[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,

Further to our previous intimations bearing reference nos. CS&G/STX/SQ2025/16 and CS&G/STX/SQ2025/17 dated August 05, 2025, submitting the Annual Report for the Financial Year 2024-25 including the Notice of the 8[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 8[th] AGM of the Company held today i.e., Thursday, August 28, 2025, 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

Digitally signed by ALPANA ALPANA UTTAM KUNDU UTTAM KUNDU Date: 2025.08.28 18:18:02 +05'30'

Alpana Kundu

Company Secretary and Compliance Officer

ICSI Membership No.: F10191

Encl.: a/a

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SUMMARY OF PROCEEDINGS OF THE 8[TH] ANNUAL GENERAL MEETING

The 8[th] Annual General Meeting (“ AGM ” / “ Meeting ”) of the members of KFin Technologies Limited (“ Company ”) was held on Thursday, August 28, 2025, 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 03:00 p.m. IST and concluded at 05:15 p.m.

Directors present through VC

Sr. Name Designation
No.
01 Mr. Vishwanathan Mavila Nair Chairperson and Non-Executive Director
02 Mr. Venkata Satya Naga Sreekanth
Managing Director and CEO
Nadella
03 Mr. Kaushik Mazumdar Independent Director and Chairperson of the
Audit Committee
04 Mr. Chengalath Jayaram Independent Director and Chairperson of the
Nomination and Remuneration Committee
and Stakeholders’ Relationship Committee
05 Ms. Radha Rajappa Independent Director
06 Mr. Shankar Iyer Independent Director
07 Mr. Alok Chandra Misra Non-Executive Nominee Director
08 Mr. Srinivas Peddada Non-Executive Nominee Director
09 Mr. Chetan Savla 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,
Mergers &
Acquisitions, and Global Business Finance
03 Ms. Alpana Kundu Company Secretary and Compliance Officer

Invitees present through VC

Sr. Name Designation
No.
01 Mr. Amit Kumar Bajaj Representative of B S R and Co, Statutory
Auditors
02 Mr. Sri Kumar Tumuluri Representative of B S R and Co, Statutory

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Sr. Name Designation Designation
No.
Auditors
03 Mr. Vasudeva Rao Devaki Representative of D V Rao & Associates,
Secretarial Auditors
04 Mr. S. N. Viswanathan Managing Partner of M/s.
S.
N.
Anathasubramanian & Co, Scrutinizer for the
AGM

Shareholders present through VC / OAVM: 86

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 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 Auditors’ 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 statements of the Company for the Financial Year 2024-25 and the Secretarial Audit Report for the Financial Year 2024-25 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 09:00 a.m. IST on Monday, August 25, 2025, and ended at 05:00 p.m. IST on Wednesday, August 27, 2025. The voting rights were reckoned on the shares held as on the cut-off date i.e., Friday, August 22, 2025;

  • 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 proceedings of the meeting;

  • f. The Company had appointed Mr. S. N. Viswanathan, or failing him Ms. Ashwini Vartak, Partners of M/s. 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;

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  • 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 Chairperson 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:

Sr. No. Particulars Type of
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, Resolution
2025, and the Reports of the Board of Directors and Auditors thereon
2 To declare final dividend on the equity shares for the financial year Ordinary
ended March 31, 2025 Resolution
3 To re-appoint Mr. Srinivas Peddada (DIN: 08755240), who retires by Ordinary
rotation as a Nominee Director Resolution
4 To re-appoint Mr. Shantanu Rastogi (DIN: 06732021), who retires by Ordinary
rotation as a Nominee Director Resolution
Special Business
5 To re-appoint Mr. Vishwanathan Mavila Nair (DIN: 02284165) as a Special
Non-Executive Director and Chairperson of the Board of Directors of Resolution
the Company and approve his remuneration thereof
6 To approve the payment of remuneration to Mr. Vishwanathan Mavila Special
Nair (DIN: 02284165), Non-Executive Director and Chairperson of the Resolution
Board of Directors of the Company, in excess of the limits prescribed in
the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
7 To approve the revision in remuneration of Mr. Venkata Satya Naga Special
Sreekanth Nadella (DIN: 08659728), Managing Director and CEO of Resolution
the Company
8 To appoint M/s. D V Rao & Associates, Company Secretaries as the Ordinary
Secretarial Auditors of the Company Resolution
9 To approve the increase in the authorized share capital of the Company Ordinary
and consequential alteration to Clause 5 of the Memorandum of Resolution
Association of the Company

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.

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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 Exchanges 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 e-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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