As on: Aug 08, 2026 09:45 PM
Dear Members,
Your Board of Directors (the "Board") has the pleasure of presenting the 32 nd Board Report on the business and operations of Kreon Finnancial Services Limited (the "Company") along with standalone financial statements for the year ended March 31,2026, and auditor's report.
1.FINANCIAL PERFORMANCE
The financial statements for the year ended March 31, 2026, 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 for year ended March 31,2026 (In Lakhs).
2. BUSINESS OPERATIONS
During the year under review, the Company clocked revenue of Rs. 4335.27 lakhs compared to Rs. 2664.57 lakhs for FY 2024-25. The Company made a profit of Rs. 725.85 lakhs in FY 2025-26 as compared to a loss of Rs. 414.14 lakhs in FY 2024- 25. The significant improvement in profitability was primarily attributable to the continued growth in the Company's lending operations, enhanced collections and recoveries, optimization of operating costs and effective management of funding costs.
3. CHANGE IN THE NATURE OF BUSINESS
There has been no change in business of the Company during FY 2025-26.
4. CHANGE IN STATUS OF THE COMPANY
During the financial year under review, there was no change in the status of the Company under any regulatory registration, approval, or recognition granted by the Reserve Bank of India (RBI), SEBI, BSE Limited, or under the UDYAM Registration framework.
5. DIVIDEND
To conserve resources for future operations, the Board decided not to declare any dividend for FY 2025-26.
6. TRANSFER TO RESERVES
In compliance with the provisions of Section 45-IC of the RBI Act, 1934, applicable to Non-Banking Financial Companies (NBFCs), the Company has transferred ?1,45,17,093 (One crore Forty Five lakhs Seventeen Thousand and Ninety Three Rupees), being 20% of its net profit for the financial year ended March 31,2026, to the Special Reserves.
7. CORPORATE GOVERNANCE
a) Corporate Governance Philosophy
Your Company believes that good corporate governance is fundamental to sustainable growth, stakeholder confidence and long-term value creation.
The Company is committed to maintaining the highest standards of transparency, accountability, integrity and ethical business conduct while ensuring compliance with all applicable laws and regulations.
The Board provides strategic direction and oversight to the Company's governance framework and is committed to protecting the interests of all stakeholders through responsible decision-making, effective risk management and sound corporate practices.
b) Board Diversity
The 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 Board approved Policy on Board Diversity sets out its approach to diversity, which is available on our website at Board Diversity Polic y. 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 confirms with Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and Section 149 of the Companies Act, 2013 (Act).
As on date of this report, the Board comprises five Directors, further classified into two Executive Directors and three Non-Executive Independent Directors. Further, out of three Independent Directors, two are Woman Director. The Chairman of the Board is a Promoter-Executive Director.
As on date of this report, the Company has the following KMP:
• Mr. Jaijash Tatia - Chairman and Managing Director
• Mrs. Henna Jain - Joint Managing Director
• Mrs. Shoba Nahar - Chief Financial Officer
• Mrs. Niharika Goyal - Company Secretary and Chief Compliance Officer
d) Changes in Director and KMP
During FY 2025-26 and till date of this report, no changes have taken place in the composition of Board of Directors and KMP.
e) Re-appointment of Director retiring by rotation
In terms of the provisions of Section 152 of the Act, Mrs. Henna Jain (DIN:08383395), Joint Managing Director, retires at the ensuing AGM scheduled to be held on August 26, 2026, and being eligible, seeks re-appointment. The necessary resolution for re-appointment of Mrs. Henna Jain forms part of the Notice convening the ensuing AGM. The profile and particulars of experience, attributes and skills that qualify her for board membership, are disclosed in the said notice.
f) Number of Board Meetings
The Board met four (04) times during FY 2025-26. 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.
g) Familiarization programme for Independent Directors
Pursuant to the provisions of Regulation 25(7) of the SEBI Listing Regulations read with Schedule IV of the Act, the Company has in place a familiarization programme for its Independent Directors to acquaint them with the Company, their roles and responsibilities,
business model, operational aspects and governance framework of the Company. Through this program, the Independent Directors are provided with relevant information and insights to enable them to gain a comprehensive understanding of the Company's business and to contribute effectively to the Board and its Committees.
The familiarization sessions are conducted through presentations, briefings, and interactions with Senior Management, as and when required. Details of the familiarization sessions program for Independent Directors are also disclosed on the Company's website at Familiarization Pro g ramme for Independent Directors .
h) 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 February 12, 2026.
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 Company's 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 of the Company's Code of Conduct.
i) Subsidiaries, Associates, and Joint Ventures
As on March 31, 2026, the Company does not have any Subsidiary or Associate Company or Joint Ventures.
j) Developments, Acquisition and Assignment of Material Intellectual Property Rights
During FY 2025-26, the Company did not undertake any development, acquisition or assignment of material intellectual property rights.
k) Manner and Criteria of formal annual evaluation of Board's 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 performance of individual Directors was assessed on parameters such as attendance and participation in Board and Committee meetings, personal attributes and competence, independence in judgement and adherence to the Company's Code of Conduct, knowledge and skills, and ability to manage relationships.
The performance of the Chairperson was evaluated based on factors including leadership effectiveness, availability and attendance, impartiality in decision-making, engagement and communication with shareholders and the Board, and effective utilization of the support systems and resources provided by the Company to the Board.
The performance of the Board Committees was also evaluated against defined criteria, including the effectiveness of the Committee in fulfilling its mandate, appropriateness of its composition, adequacy of its structure and meetings, quality of management interaction, and the quality, timeliness and effectiveness of recommendations submitted to the Board.
I) Board Committees
Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board has constituted following Committees:
• Audit Committee;
• Nomination and Remuneration Committee;
• Stakeholders Relationship Committee.
Pursuant to the provisions of Section 135 of the Act, the Corporate Social Responsibility ("CSR")provisions became applicable to the Company with effect from FY 2026-27 as the
Company met the prescribed applicability criteria on March 31, 2026. However, as the Company's CSR obligation for FY 2026-27 does not exceed ?50 lakhs, the Company is not required to constitute a CSR Committee in terms of Section 135(9) of the Act. Accordingly, the Board of Directors has assumed and shall discharge all the functions and responsibilities of the CSR Committee as prescribed under the Act and the rules made thereunder.
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.
m) Recommendations made by Board Committee's
The Board, during FY 2025-26, has accepted all recommendations made to it by its Committees including Audit Committee.
n) Composition of Audit Committee
The composition of the Audit Committee, as on March 31,2026, is given below:
o) 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 as well as the Code of Conduct for Directors and Senior Management of the Company.
p) Compliance with Secretarial Standards
During FY 2025-26, the Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
q) Risk Management
Financing activity inherently involves the management of risks, which is supported through appropriate credit models and robust systems and operational processes. The Company's risk management framework is continuously monitored and overseen by the Audit Committee. The Committee supervises the processes and policies adopted by the Company for determining its risk tolerance levels and periodically reviews Management's assessment and measurement of risks against such established parameters. The significant risks identified across various business and functional areas are systematically evaluated and addressed through appropriate mitigation measures on an ongoing basis. The Risk Management Policy of the Company is available on our website at Risk Management Polic y.
r) 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.
s) Statutory Compliance
The Company has established adequate systems and processes to monitor compliance with all applicable laws, regulations and guidelines to the extent and as far as possible and shall always strive to abide by the laws as applicable.
t) RBI guidelines
The Company continues to comply with all the
applicable regulations prescribed by the RBI, from time to time.
8.DISCLOSURE / ANNEXURES
a) Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the Company has placed a copy of the annual return on its website and can be accessed at
Annual Return - FY' 25-26.
b) Report on Corporate Governance
The Company always places a major thrust on managing its affairs with diligence, transparency, responsibility and accountability thereby upholding the principle that an organization's 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-G 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, 2026, obtained from M/s. AXN Prabhu & Associates, Practicing Company Secretary, COP 11440, FCS No. 3902, is annexed as Annexure-H to this report.
d) Management Discussion and Analysis Report
The Management Discussion and Analysis Report, along with detailed analysis of Company's 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 RBI, forms part of this annual report.
e) Certificate by MD and CFO
Mr. Jaijash Tatia, Chairman and Managing Director and Mrs. Shoba Nahar, Chief Financial Officer, have 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 and MD is herewith attached as Annexure-F to this report.
f) Related Party Transactions
All related party transactions (RPTs) during FY 2025-26 were in the ordinary course of business and at an arm's 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 statements.
During FY 2025-26, the Audit Committee reviewed, on a quarterly basis, all RPTs undertaken by the Company, including those covered under the omnibus approval granted by it, in accordance with the applicable statutory and regulatory requirements.
The particulars of contracts or arrangements or transactions with related parties during FY 2025- 26, as referred to in Section 188(1) and applicable rules of the Act in Form AOC-2, are provided as an Annexure-E to this report.
Further, there were no materially significant RPTs entered into by the Company during FY 2025-26, 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 FY 2025-26.
The policy on related party transactions as approved by the Board is available on the Company's
website and can be accessed at Policy on Related Party Transactions
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-D.
h) Conservation of energy
i. Steps taken or impact on conservation of
energy: Optimized cloud resource utilization, automated infrastructure scheduling,
reduced manual processing through digital workflows, lowering computing and operational overhead.
ii. The steps taken by the Company for utilizing alternate sources of energy- Leveraged energy- efficient cloud infrastructure and virtualization technologies provided by cloud service partners.
iii. Capital investment on energy conservation equipment- No significant capital investment in energy consumption equipment; focus remained on software-driven optimization and efficient cloud resource management.
i) Technology absorption, adoption and innovation
i. Efforts made towards technology absorption:
Continuous upskilling, proof-of-concept
development, internal knowledge-sharing
sessions, and hands-on implementation of modern APIs and cloud technologies.
ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Faster product delivery, improved automation, reduced operational effort, enhanced platform reliability, lower processing time, and better customer experience.
Hi. In case of imported technology (imported during the last three financial years reckoned from the beginning of the financial year)
• Technology imported: Adoption of third-party cloud platforms, external API services, and SaaS-based development and analytics tools.
• Year of import: 2025-26
• Whether the technology has fully been absorbed: Yes, the adopted technologies have been successfully integrated into production systems.
• If not fully absorbed, area where absorption has not taken place and reason thereof: Nil
iv. Expenditure incurred on Research and Development: Continuous investment in internal product innovation, automation initiatives, API modernization, and Al-assisted engineering practices as part of regular technology development activities.
j) Particulars of loans, guarantees, or investments under Section 186
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 exempted from the applicability of the provisions of Section 186 of the Act. During FY 2025-26, 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. 06 of the financial statements.
k) Foreign Exchange Earnings and Outgo
Note: The expenditure was incurred on purchase/ marketing/ subscription of software.
l) Material changes and commitments
There were no material changes and commitments occurring between March 31, 2026, and the date of this Report which materially affects the financial position of the Company.
m) Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provisions of Section 125(2) of the Act do not apply to the Company as there was no dividend declared and paid since the incorporation of the Company.
n) One-time settlement with any Bank or Financial Institution along with reasons
During FY 2025-26, there were no instances of one-time settlement with any Bank or Financial Institution.
o) Proceedings under Insolvency and Bankruptcy Code, 2016
During FY 2025-26, there were no applications made or no proceedings that were filed by/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 on the going-concern status and future operations of the Company.
q) Credit rating
During FY 2025-26, the Company did not obtain any credit rating.
r) Other Disclosures
During FY 2025-26, the Company has not obtained any registration/ license/ authorization, by whatever name called from any other financial sector regulators.
9.AUDIT AND AUDITORS
a) Statutory Auditors
The Members of the Company, in 29 th AGM held on July 28, 2023, appointed M/s. Darpan & Associates, Chartered Accountants
(FRN:016156S), as the Statutory Auditors for a period of five consecutive years to hold office till the conclusion of 34 th AGM to be held in the calendar year 2028.
M/s. Darpan & Associates, Chartered Accountants, have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that the continuation is within the ceiling limit as prescribed under Section 141 of the Act and/or any other relevant statute.
b) Statutory Auditor's Report
The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial statements of the Company for the year ended March 31, 2026, forms part of this Annual Report. It does not contain any qualification, disclaimer, reservation, or adverse remark. The Audit Report being self- explanatory does not call for any further comments from the Board.
c) Secretarial Auditors
The Members of the Company, in 31 st AGM held on August 29, 2025, appointed M/s. Lakshmmi
Subramanian & Associates, Practicing Company Secretaries (Peer Review Certificate No. 6608/2025, COP:3122), as the Secretarial
Auditors for a term of five consecutive years to hold office till the conclusion of 36th AGM to be held in the calendar year 2030.
M/s. Lakshmmi Subramanian & Associates, Practicing Company Secretaries, have confirmed that they are not disqualified to act as Secretarial Auditors of the Company.
d) Secretarial Audit Report
The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed to the Board Report as Annexure-C.
The following qualifications have been mentioned in the Secretarial Audit Report:
The Board has taken note of the observation made by the Secretarial Auditor. The Company has taken the necessary corrective actions to address the matter and has implemented appropriate Standard Operating Procedures (SOPs) and strengthened its internal compliance framework to ensure timely compliance with the applicable provisions and to prevent recurrence of such instances in the future.
e) 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 the Company.
f) Reporting of fraud by Auditors
During FY 2025-26, none of the Auditors, namely Statutory Auditors and Secretarial Auditors, reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act. Accordingly, no disclosure is required to be made under Section 134(3)(ca) of the Act.
10. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE
a) Authorized share capital
As of March 31, 2026, 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 Lakhs only) Equity Shares of Rs.10/- (Rupees Ten only) each and
50.00. 000 (Fifty Lakhs only) Compulsory Convertible Preference Shares of Rs.10/- (Rupees Ten only) each.
b) Paid-up share capital
As of March 31, 2026, the total paid-up share capital of the Company stood at Rs.20,22,20,000/- (Rupees Twenty Crores Twenty-Two 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 additions or alterations made to the paid-up share capital of the Company during FY 2025-26.
c) Issue of shares/warrants on preferential basis
During FY 2025-26, the Company has not made any allotment of shares/warrants on a preferential basis.
d) Issue of equity shares with differential rights
The Company has not issued any equity shares with differential rights during FY 2025-26.
e) Issue of sweat equity shares
The Company did not issue any sweat equity shares during FY 2025-26.
f) Issue of employee stock options
The Company did not issue any employee stock options during FY 2025-26.
g) Listing on Stock Exchange
The Company's equity shares are listed on BSE Limited under scrip code 530139.
h) Provision of money by Company for purchase of its own shares by employees or by trustees for the benefit of the employees
The Company has not made any provision for the purchase of its own shares by employees or by trustees for the benefit of the employees during FY 2025-26.
i) Suspension of shares from trading
During FY 2025-26, shares of the Company were not suspended from trading on the stock exchange.
11.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 Tafia, 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 Code of Conduct for Board of Directors. Senior Mana g ement & Independent Directors .
b) Nomination and Remuneration Policy
The Board and NRC has framed a policy/criterion for selection and appointment of Directors, KMPs and Senior Management Personnel (SMP) 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 Company's website at Nomination and Remuneration Polic y.
The key points outlined in the Nomination and Remuneration Policy are as follows:
• The Policy aims to appoint Directors, KMP's, 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 individual's 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 individual's 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, the Company has formulated a vigil mechanism through whistle blower policy to deal with instances of unethical behavior, actual or suspected fraud, violation of Company's code of conduct or policy. The mechanism ensures to provide adequate safeguards against victimization. No person has been denied access to the Chairperson 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 Whistleblower Polic y.
d) Code for Prohibition of Insider Trading
The 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 SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has also adopted a Code for Prevention of Insider Trading in accordance with the aforesaid regulations and the same has been made available on the website of the Company at Code for prevention of Insider Tradin g.
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. The Company has a formal policy known as POSH Polic y for the prevention of sexual harassment of the employees at the workplace. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Hence, the 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
The Appellate Authority constituted under the Internal Complaints Committee comprises the following members:
Mrs. Henna Jain - Joint Managing Director Mrs. Niharika Goyal - Chief Compliance Officer
During FY 2025-26,
• 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
• Several POSH sessions were also conducted at regular intervals for all employees covered under POSH policy.
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 Code on Social Security, 2020, and reflects the Company's 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.
During FY 2025-26, the Company has complied with all the applicable provisions given under the Maternity Benefit Act, 1961 and Code on Social Security, 2020.
g) Quality Policies
The Company has been awarded ISO 9001:2015 and ISO 27001:2022 certifications by Impleton Management Systems, an independent and internationally accredited certification body. These internationally recognized certifications reaffirm the Company's commitment to maintaining robust quality management and information security management systems, ensuring consistent delivery of high-quality products and services while effectively meeting customer expectations and safeguarding information assets.
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
the Company ensures compliance with all applicable laws including the Rights of Persons with Disabilities Act, 2016 and SEBI Listing Regulations.
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 Company's website at Eq ual Employment O p portunity Polic y.
i) Anti-Bribery and Anti-Corruption Policy
The Company is committed to conducting its business with the highest standards of integrity, ethics, transparency, and accountability. It maintains a zero-tolerance approach towards bribery, corruption, fraud, and any form of unethical or unlawful business conduct. The Company strictly prohibits the offering, giving, soliciting, accepting, or authorizing of bribes, kickbacks, facilitation payments, or any other improper payments or benefits, whether directly or indirectly, in connection with its business activities.
The above policy is also available on the website of the Company and can be accessed at Anti- Bribery and Anti-Corruption Polic y.
j) 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 Listing 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 disclosures on stock exchange and Company website, customer feedback mechanisms, grievance redressal platforms and regulatory interactions. The Company strives to incorporate stakeholder feedback into its decisionmaking 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 Company's values, compliance framework, and business objectives.
The above policy is available on the Company's website at Stakeholder En gag ement Polic y.
12. DEPOSITS
Being a non-deposit taking NBFC and as per RBI Master Directions for Public Deposits, the Directors hereby report that the Company did not accept any public deposits during FY 2025-26 and have no public deposits outstanding as on March 31,2026.
There are no outstanding or unclaimed deposits, unclaimed/unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2026.
13. CORPORATE SOCIAL RESPONSIBILITY
The provisions relating to Corporate Social Responsibility (CSR) under Section 135(1) of the Act were not applicable to the Company during FY 2025-26, as the Company did not meet the prescribed applicability thresholds during the relevant period. Accordingly, the Company was
not required to undertake CSR activities or incur CSR expenditure during FY 2025-26.
However, in view of the Company having exceeded the net profit threshold of ?5 crore as on March 31, 2026, the provisions of Section 135 of the Act become applicable to the Company with effect from FY 2026-27.
The Company shall, therefore, comply with all applicable CSR requirements, including the prescribed CSR expenditure, in accordance with the provisions of the Act and the rules made thereunder and in line with the CSR policy of the Company. The CSR policy deals with the CSR activities to be undertaken by the Company, Annual Action Plan to be formulated by the Board, guiding principles for CSR activities, responsibility of the Board with respect to CSR activities, etc. The policy is available on the Company's website and can be accessed at CSR Polic y.
INADEQUACY 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 Company's 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 financial information. The Board has laid down IFC systems to be followed by the Company and that such systems are adequate and operating effectively.
The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The Board has adopted procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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 reviews the findings and recommendations given in the Internal Audit Report and makes suggestions for improvement to the Board. Direct reporting to the Audit Committee ensures that Internal Audit functions independently of the business. To conduct an internal audit of the Company, the Board appointed M/s. R. Baskaran & 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, 2026, 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, 2026, 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. APPRECIATION
The Board of Directors places on record its sincere appreciation to the Company's shareholders, customers, lenders, business partners, regulators and all other stakeholders for their continued confidence, trust and support.
The Board also extends its heartfelt gratitude to every member of the KFSL team for their unwavering commitment, dedication and hard work throughout the year. The collective efforts of the employees, leadership team and management have been instrumental in driving the Company's growth, strengthening its operational resilience and achieving its strategic objectives.
As the Company moves forward, it remains committed to creating sustainable value for all stakeholders through responsible governance, customer-centricity, innovation and operational excellence. With the continued support of all stakeholders and the dedication of its people, the Company is confident of building on its achievements and pursuing new opportunities for long-term and sustainable growth.
Click here to visit SEBI Scores