We have audited the standalone financial statements
of KFin Technologies Limited (the "Company") which
comprise the standalone balance sheet as at 31 March
2025, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone
statement of cash flows for the year then ended,
and notes to the standalone financial statements,
including material accounting policies and other
explanatory information.

In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
("Act") in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the
Company as at 31 March 2025, and its profit and other
comprehensive loss, changes in equity and its cash
flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the
Standards on Auditing (SAs) specified under Section
143(10) of the Act. Our responsibilities under those SAs
are further described in the Auditor's Responsibilities
for the Audit of the Standalone Financial Statements
section of our report. We are independent of the
Company in accordance with the Code of Ethics
issued by the Institute of Chartered Accountants of
India together with the ethical requirements that
are relevant to our audit of the standalone financial
statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements and the Code of Ethics. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion on the
standalone financial statements.

Emphasis of Matter

We draw attention to Note 34 of the standalone financial
statements, where pre-amalgamated Company was

the Registrar and Transfer Agent ('RTA') of a past client
("the Client") until 5 April 2021. The Client had a demat
account with one of the Depository Participants ("DP")
for depositing its shares in escrow for the purposes of
its initial public offering ("IPO"). The Company identified
that 1,294,489 shares were transferred by the DP (in 2011
and 2020) from the said escrow account of the Client
to the DP's own demat account and to Third Party's
demat account through an off-market transaction
without any authorisation from the Client. The Board
of Directors of the Company after considering legal
advice transferred 1,294,489 shares to the escrow
account of the Client on a 'good faith and no fault' basis,
after reducing the amount payable upon redemption,
in future, of the Redeemable Preference Shares issued
in October 2021, by INR 300 million, pursuant to an
indemnity clause mentioned in the agreement for the
issuance of such Redeembale Preference Shares. The
dividend received on such shares by the Company in
the financial year 2021-22 of INR 4.08 million was also
transferred to the Client.

The Company has recognised an amount of INR
84.25 million as a provision as of 31 March 2025 in the
standalone financial statements related to potential
claims by the Client (including dividends on such
shares for the earlier periods). Pending the final
settlement of terms to be agreed with the Client, the
Company has measured the said provision at its
best estimate. The Company will initiate proceedings
against the concerned parties, including certain
minority shareholders, for recovery of the amount
paid and payable by the Company in connection with
this matter upon completion of final settlement with
the Client.

Our opinion is not modified in respect of this matter.
Key Audit Matters

Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on
these matters.

Other Information

The Company's Management and Board of Directors
are responsible for the other information. The other
information comprises the information included in
the annual report, but does not include the financial
statements and auditor's report thereon. The annual
report is expected to be made available to us after the
date of this auditor's report.

Our opinion on the standalone financial statements
does not cover the other information and we will not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the

other information identified above when it becomes
available and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge
obtained in the audit, or otherwise appears to be
materially misstated.

When we read the annual report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance and take necessary actions, as
applicable under the relevant laws and regulations.

Management's and Board of Directors'
Responsibilities for the Standalone
Financial Statements

The Company's Management and Board of Directors
are responsible for the matters stated in Section 134(5)
of the Act with respect to the preparation of these
standalone financial statements that give a true and
fair view of the state of affairs, profit/ loss and other
comprehensive income, changes in equity and
cash flows of the Company in accordance with the
accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS)
specified under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation
and maintenance of adequate internal financial
controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the standalone financial statements that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Board of Directors are responsible for
assessing the Company's ability to continue as a going
concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends
to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Standalone Financial Statements

Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional
skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement
of the standalone financial statements, whether
due to fraud or error, design and perform audit
procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate
to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from
fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that
are appropriate in the circumstances. Under Section
143(3)(i) of the Act, we are also responsible for
expressing our opinion on whether the company has
adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting
estimates and related disclosures made by the
Management and Board of Directors.

• Conclude on the appropriateness of the
Management and Board of Directors use of the
going concern basis of accounting in preparation
of standalone financial statements and, based on
the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company's
ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are
required to draw attention in our auditor's report to
the related disclosures in the standalone financial
statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions
may cause the Company to cease to continue as a
going concern.

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.

We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and

to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory
Requirements

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of Section 143(11) of
the Act, we give in the "Annexure A" a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2A. As required by Section 143(3) of the Act, we
report that:

a. We have sought and obtained all the
information and explanations which to
the best of our knowledge and belief were
necessary for the purposes of our audit.

b. In our opinion, proper books of account
as required by law have been kept by the
Company so far as it appears from our
examination of those books, except for the
matter stated in the paragraph 2(B)(f) below
on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

c. The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone
statement of changes in equity and the
standalone statement of cash flows dealt
with by this Report are in agreement with the
books of account.

d. In our opinion, the aforesaid standalone
financial statements comply with the Ind AS
specified under Section 133 of the Act.

e. On the basis of the written representations
received from the directors on various dates
between 01 April 2025 to 09 April 2025 taken on
record by the Board of Directors, none of the
directors is disqualified as on 31 March 2025

from being appointed as a director in terms of
Section 164(2) of the Act.

f. the qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph
2A(b) above on reporting under Section 143(3)
(b) of the Act and paragraph 2B(f) below on
reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014.

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

B. With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

a. The Company has disclosed the impact of
pending litigations as at 31 March 2025 on its
financial position in its standalone financial
statements - Refer Note 33 to the standalone
financial statements.

b. The Company did not have any long¬
term contracts including derivative
contracts for which there were any material
foreseeable losses.

c. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

d (i) The management has represented that,
to the best of its knowledge and belief, as
disclosed in the Note 49 to the standalone
financial statements, no funds have
been advanced or loaned or invested
(either from borrowed funds or share
premium or any other sources or kind
of funds) by the Company to or in any
other person(s) or entity(ies), including
foreign entities ("Intermediaries"), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of
the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that,
to the best of its knowledge and belief, as
disclosed in the Note 49 to the standalone
financial statements, no funds have

been received by the Company from
any person(s) or entity(ies), including
foreign entities ("Funding Parties"), with
the understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Funding Parties ("Ultimate Beneficiaries")
or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused
us to believe that the representations
under sub-clause (i) and (ii) of Rule 11(e),
as provided under (i) and (ii) above,
contain any material misstatement.

e. The final dividend paid by the Company during
the year, in respect of the same declared
for the previous year, is in accordance with
Section 123 of the Act to the extent it applies to
payment of dividend.

As stated in Note 17 to the standalone financial
statements, the Board of Directors of the
Company has proposed final dividend for
the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. The dividend declared is in
accordance with Section 123 of the Act to the
extent it applies to declaration of dividend.

f. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which have a feature of recording audit
trail (edit log) facility except that that audit
trail was not enabled at the database level

for accounting software used for financial
reporting up to 25 April 2025 and for changes
made using privileged access rights to log
any direct data changes throughout the year.
For accounting software for which audit trail
feature is enabled, the audit trail facility has
been operating throughout the year for all
relevant transactions recorded in the software
and we did not come across any instance of
audit trail feature being tampered with during
the course of our audit. Additionally, the audit
trail has been preserved by the Company
as per the statutory requirements for record
retention from the date the audit trail was
enabled for the accounting software.

C. With respect to the matter to be included in the
Auditor's Report under Section 197(16) of the Act:

I n our opinion and according to the information
and explanations given to us, the remuneration
paid by the Company to its directors during the
current year is in accordance with the provisions
of Section 197 of the Act. The remuneration paid
to any director is not in excess of the limit laid
down under Section 197 of the Act. The Ministry of
Corporate Affairs has not prescribed other details
under Section 197(16) of the Act which are required
to be commented upon by us.

For B S R and Co

Chartered Accountants
Firm's Registration No.:128510W

Amit Kumar Bajaj

Partner

Place: Hyderabad Membership No.: 218685

Date: 28 April 2025 ICAI UDIN: 25218685BMMKCW5553