KFin Technologies Limited — Board/Management Information 2025

Jun 24, 2025

CS&G/STX/JQ2025/51

June 24, 2025

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1) National Stock Exchange of India Limited

Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051

Scrip Symbol: KFINTECH

2) BSE Limited

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001

Scrip Code: 543720

• Sub. : 1. Intimation of Re-appointment of Mr. Vishwanathan Mavila Nair as a NonExecutive Director and Chairperson of the Board of Directors

2. Intimation of Appointment of Secretarial Auditors

3. Intimation of increase in Authorised share capital and consequent alteration to the Capital clause of the Memorandum of Association

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

Dear Sir / Madam,

Pursuant to Regulation 30 and other applicable provisions of the LODR Regulations, this is to inform that the Board of Directors of the Company at its meeting held today i.e. Tuesday, June 24, 2025, subject to the approval of the members at the ensuing Annual General Meeting of the Company, has inter-alia approved :

• a. re-appointment of Mr. Vishwanathan Mavila Nair (DIN: 02284165), as a Non-Executive Director and Chairperson of the Board of Directors of the Company, with effect from October 01, 2025, for a second term of 01 (One) year i.e., up to September 30, 2026 (both days inclusive), not liable to retire by rotation;

In terms of NSE’s Circular No. NSE/CML/2018/24 dated June 20, 2018, and BSE’s Circular No. LIST/COMP/14/2018-19 dated June 20, 2018, it is hereby affirmed that Mr. Vishwanathan Mavila Nair is not debarred from holding the office of Director by virtue of any SEBI order or any other such authority.

Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed herewith as Annexure – A .

• b. appointment of M/s. D V Rao & Associates, Company Secretaries, (Peer Review No.: 2132/2022), as the Secretarial Auditors of the Company for conducting the secretarial audit for a period of five years commencing from Financial Year 2025-26 to Financial Year 2029-30.

Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, are enclosed herewith as Annexure – B .

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c. increase in authorised share capital of the Company from existing Rs. 176,00,00,000/- (Rupees One Hundred Seventy-Six Crore only) consisting of 17,59,80,000 (Seventeen Crore Fifty-Nine Lakh Eighty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,000 (One Thousand) Preference Shares of Rs. 200/- (Rupees Two Hundred only) each to Rs. 200,00,00,000/(Rupees Two Hundred Crore only) divided into 19,99,80,000 (Nineteen Crore Ninety-Nine Lakh and Eighty Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each and 1,000 (One Thousand) Preference Shares of Rs. 200/- (Rupees Two Hundred only) each and consequent amendment in the Capital Clause of the Memorandum of Association of the Company.

In view of the Company’s strategic growth plans and its ongoing commitment to attracting and retaining top talent, the Board recognizes the necessity to enhance the Company’s capital structure. The proposed increase in authorised share capital is intended to facilitate the issuance of equity shares under the KFin Employee Stock Option Plan 2024 and KFin Employee Stock Option Plan 2020. These plans are aimed at incentivizing and aligning the interests of employees with the longterm objectives of the Company.

The Board Meeting commenced at 03:00 p.m. and concluded at 06:30 p.m.

You are requested to take the above information on record.

This is for your information and records.

Thanking you,

Yours faithfully,

For KFin Technologies Limited

ALPANA Digitally signed by ALPANA UTTAM UTTAM KUNDU Date: 2025.06.24 KUNDU 19:44:47 +05'30'

Alpana Kundu Company Secretary and Compliance Officer

ICSI Membership No.: F10191

Encl.: a/a

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Annexure A

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Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

Mr. Vishwanathan Mavila Nair

Sr. No.	Particulars	Details
01	Reason for change viz. appointment, re- appointment, resignation, removal, death or otherwise	Re-appointment of Mr. Vishwanathan Mavila Nair (DIN: 02284165) as a Non-Executive Director and Chairperson of the Board of Directors of the Company, subject to the approval of the members at the ensuing Annual General Meeting of the Company.
02	Date of~~appointment /~~re- appointment /~~cessation~~ and term o~~f appointment~~/ re-appointment	With effect from October 01, 2025, for a second term of 01 (One) year i.e., up to September 30, 2026.
03	Brief profile (in case of appointment)	Mr. Vishwanathan Mavila Nair is the Chairman and Non- Executive Director of the Company. He has been associated with the Company since November 22, 2018. He holds a bachelor’s degree in science from University of Mysore. He has 51 years of experience in financial services and advising fintech start-ups. He is a non-executive Chairperson on the Board of Directors of BQ Digital Learning Private Limited. He is also an Independent Director and Chairperson on the Board of Directors of DAM Capital Advisors Ltd. He is also a non-executive Director on the Board of Propelld (Bluebear Technologies Private Limited) and an Independent Director on the Board of Franklin Templeton Asset Management (IFSC) Pvt. Ltd. He is also a member of Performance Review Committee on Transparency and Best Practices of Governance of the International Financial Services Authority. He is also an advisor to WestBridge Advisors LLP (“WestBridge”) and an advisor to Mountain Managers Pvt Ltd (“WestBridge”) and an advisor to Growx Ventures Fund LLP and a senior advisor to New Street Technologies Private Limited and Progcap (Desiderata Impact Ventures Private Limited) and board advisor to Credgenics (Analog Legalhub Technology Solutions Pvt Ltd) and is also engaged as a consultant by Trans Union LLC, USA and Perfios Software Solutions Private Limited. He has previously served as the non-executive chairman of SWIFT India Domestic Services Private Limited, an independent director on the board of directors of Stock Holding Corporation of India Limited, an independent director on the board of GIFT City Limited, an independent director on the board of GIFT SEZ Limited, an independent director on the board of L&T AMC Limited, an independent director on the board of Birla Sun Life Insurance Company Ltd. He was also an advisor to General Atlantic Services Co. LLC and to Earthport PLC, London and consultant advisor to CMS Info Systems Pvt Ltd and to EVO Payments Integrated LLC, New

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		York. He has also served as Chairman and Managing Director on the board of Union Bank of India, as Chairman and Managing Director on the board of Dena Bank, as a non-executive Chairman on the board of SUD Life Insurance Company Limited, as a non- executive Chairman on the board of KBC AMC Limited and at various positions at Corporation Bank for over 38 years. He was also associated with the Indian Banks’ Association as their chairman. He was the chairman of the committee constituted to re- examine the existing classification and suggest revised guidelines with regard to priority sector lending and related issues by the Reserve Bank of India. The extension of the Chairman term is a testament to his invaluable leadership. His extensive experience has been instrumental in driving KFintech’s growth, enabling us to gain significant size and scale. Under his guidance, KFintech has strengthened its corporate governance, fostering a culture of transparency and accountability. His visionary leadership has positioned us for long-term success at a global scale, and we are confident that he will continue to steer us towards excellence and greater heights. With his continual leadership, we are poised to achieve bigger milestones and further strengthen our values and culture.
04	Disclosure of relationships between directors (in case of appointment of a Director)	None of the Directors of the Company are_inter-se_related to Mr. Vishwanathan Mavila Nair.

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Annexure – B

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Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024

Sr. No.		Particulars	Details
01		Reason for change viz. appointment, re- appointment, resignation, removal, death or otherwise	Appointment of M/s. D V Rao & Associates, Company Secretaries, (Peer Review No: 2132/2022), as the Secretarial Auditors of the Company for conducting the secretarial audit.
02		Date of appointment~~/ re-~~ ~~appointment / cessation~~ and term of appointment~~/~~ ~~re-appointment~~	Appointment for a period of 05 (Five) years commencing from FY 2025-26 till FY 2029-2030.
03		Brief profile (in case of appointment)	CS Devaki Vasudeva Rao (DVRao), is a highly seasoned professional with a Commerce & Law background and a Fellow Member of Institute of Company Secretaries of India (ICSI), brings close to three decades of rich experience in handling Corporate Affairs. DVRao possesses extensive knowledge and proficiency in dealing with matters relating to Company Law, Securities Laws, inbound and outbound Investment, Legal Due Diligence, Transaction documents, Joint Ventures, Foreign Collaborations, Mergers and Acquisitions, Listings and Capital Market Transactions and has been instrumental in facilitating a wide spectrum of corporate transactions and initiatives. In the year 2013, DVRao founded D V Rao & Associates, a Corporate Secretarial Services firm in the vibrant Hitech City of Hyderabad. With a dedicated team of highly qualified people and cutting-edge infrastructure, the firm is committed to delivering prompt and efficient services to clients across India and globally. Leveraging strategic alliances and global networking, D V Rao & Associates ensures unparalleled excellence in its offerings. DVRao’s illustrious career includes significant roles over Secretarial and Legal functions in reputed organizations such as NATCO Group, Suven Life Sciences Group, NCC Group, MIC Electronics Group and RHB Securities SDN BHD, Malaysia. DVRao has expertise in handling diverse corporate actions, including Initial Public Offers, Preferential Issue of Shares, Issue of Debentures, Secretarial Audits, Mergers and Acquisitions, Takeovers, Legal / Corporate Due Diligence, organizing Meetings of Shareholders and Board of Directors, IBC related matters, representation before statutory authorities and corporate litigation services. DVRao is well versed with Corporate Governance

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		Practices and Code of Conduct for the Employees / Directors, Insider Trading Policy, ESOP Scheme and various other Corporate Secretarial matters. DVRao also had a good exposure to Legal Drafting, Vetting and Litigation, Drafting of various Agreements. Foreign Direct Investment (FDI), Overseas Direct Investment (ODI) & FEMA related compliances. DVRao has been actively involved in nurturing start-ups, by providing guidance on capital structuring, stock options, seed and angel round of investments, shareholder agreements etc. DVRao was the Chairman, Hyderabad Chapter of Institute of Company Secretaries of India (ICSI) in the year 2014 and led the chapter to win the National Best Chapter Award by the ICSI. DVRao is also a Faculty Member of Hyderabad Chapter of ICSI and Guest faculty of various B Schools in the state. DVRao is a regular speaker at various Professional and Industry forums on Corporate Laws. DVRao has actively contributed to various professional and industry bodies, reflecting his dedication to foster professional growth and industry collaboration. DVRao is Charter Member of TiE Hyderabad. DVRao was Vice-Chairman Indo-American Chamber of Commerce, AP & TS Branch (2014) and also actively associated with various industry and professional bodies viz. FAPCCI, Hyderabad Management Association and National HRD Network, Start-Up Leadership Program & Founders Institute. With a rich blend of professional expertise, leadership acumen, and commitment to social welfare, CS Devaki Vasudeva Rao continues to make significant contributions to the corporate sector and community development.
04	Disclosure of relationships between directors (in case of appointment of a Director)	Not applicable

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