Dear Members,
Your Board of Directors (the "Board") has the pleasure of presenting the 31st
Board Report on the business and operations of Kreon Finnancial Services Limited (the
"Company") along with the annual audited financial statements for the financial
year ended March 31, 2025, and auditor's report.
1. FINANCIAL PERFORMANCE
The financial statements for the financial year ended March 31, 2025, 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 of your Company for FY 2024-25 have been
summarized below
(Rs in Lakhs)
| Particulars |
Year ended on 31st March 2025 |
Year ended on 31st March 2024 |
| Revenue from operations |
2665.05 |
1637.28 |
| Profit / (Loss) before Depreciation and Interest |
(44.48) |
262.73 |
| Less:Interest |
(283.47) |
(95.96) |
| Less: Depreciation |
(79.37) |
(70.50) |
| Profit / (Loss) before Tax |
(407.32) |
96.27 |
| Prior Period Tax |
0 |
0 |
| Provision for Tax/Current Tax |
61.6 |
8.82 |
| Deferred Tax |
(54.78) |
25.12 |
| Profit / (Loss) after Tax |
(414.14) |
62.32 |
| Other Comprehensive Income |
237.4 |
210.33 |
| Total Comprehensive Income |
(176.74) |
272.65 |
2. BUSINESS OPERATIONS
During the year under review, the Company clocked revenue of Rs.2665.05 lakhs compared
to Rs.1637.28 lakhs for FY 2023-24. Our Company reported a loss of Rs.60 lakhs in contrast
to a profit of Rs. 58 lakhs in the previous fiscal year. This temporary setback primarily
stems from regulatory adjustments introduced by the Reserve Bank of India, which impacted
certain operational parameters. Notwithstanding, the Company demonstrated robust top-line
growth, reflecting a strong underlying business momentum. Our continued focus on
operational excellence and strategic initiatives positions us well for sustainable
profitability and long-term value creation.
3. CHANGE IN THE NATURE OF BUSINESS
There has been no change in business of your Company during the year under review.
4. DIVIDEND
There has been no distributable profits and hence consideration of distribution of
dividend does not arise in FY 2024-25. The Company presently does not have a dividend
distribution policy as it has not declared any dividends till date.
5. TRANSFER TO RESERVES
Being an NBFC and according to Section 45IC(i) of the Reserve Bank of India Act, 1934,
our Company is required to transfer 20% of the net profits to general reserves. However,
due to loss incurred in FY 2024-25, no amoun is required to be transferred to general
reserves.
6. CORPORATE GOVERNANCE
a) Corporate Governance Philosophy Your Company has always believed that good corporate
governance is more a way of doing business than a mere legal compulsion. It enhances the
trust and confidence of all the stakeholders. Good practice in corporate behavior helps to
enhance and maintain public trust in companies and the stock market. It is the application
of best management practices, compliances of law in true letter and spirit, and adherence
to ethical standards for effective management and discharge of social responsibilities for
sustainable development of all stakeholders. In this pursuit, your Company's philosophy on
Corporate Governance is led by a strong emphasis on transparency, fairness, independence,
accountability, and integrity. The
Board plays a central role in upholding and guiding this governance framework.
b) Board Diversity
Your 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 Policy on Board Diversity adopted by the Board sets out its approach to
diversity, which is available on our website at www.kreon.in. 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 of your Company conforms with Regulation 17 of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (the "SEBI Listing Regulations") and Section 149 of the Companies Act, 2013
(the "Act").
As on date of this report, the Board comprises of five Directors, further classified
into two Executive Director and three Non-Executive Independent Directors. Further, out of
three Independent Directors, two are Independent Woman Director. The Chairman of the Board
is a Promoter-Executive Director.
In the opinion of the Board of the Company, all Independent Director
appointed/re-appointed during the year have integrity, expertise, experience and
proficiency as prescribed under the Companies (Appointment and Disqualification of
Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment
thereof).
Further in compliance with the Circulars dated 20th June 2018 issued by NSE and BSE,
the Company has also received a declaration from all the directors that they are not
debarred from holding the office of Director by virtue of any SEBI order or by any other
such statutory authority.
As on date of the report, your Company has the following Key Managerial Personnel (the
"KMP").
• Mr. Jaijash Tatia - Managing Director
• Mrs. Henna Jain - Joint Managing Director
• Mrs. Shoba Nahar - Chief Financial Officer
• Ms. Niharika Goyal - Company Secretary and Compliance Officer
d)Changes in Board of Directors and KMPs During the year under review and till date of
this report, the following changes have occurred in Board composition and KMP:
• Change in designation of Mr. Jaijash Tatia, DIN:08085029, from Whole-time
Director to Managing Director w.e.f September 01, 2024.
• Change in designation of Mrs. Henna Jain, DIN:08383395, from Non-Executive
Director to Joint Managing Director w.e.f September 01, 2024, for a period of three years
up to August 31, 2027.
• Appointment of Mr. Anand Manoharlal, DIN:10718528, as Non-Executive Independent
• Director w.e.f August 06, 2024, for an initial term of five consecutive years up
to August 05, 2029.
• Tenure completion of Mrs. Rajashree Santhanam and Mrs. Muthusamy Menaka as
Non-Executive Independent Director(s) of the Company with effect from the close of
business hours on March 31, 2025.
• Re-appointment of Mrs. Rajashree Santhanam, DIN:07162071 and Mrs. Muthusamy
Menaka, DIN:10550690, as Non-Executive Independent Director(s) of the Company w.e.f April
01, 2025, for second term of five consecutive years up to March 31, 2030.
• Resignation of Mrs. Vidyalakshmi Rajagopalan (ACS:28058) from the position of
Company Secretary and Compliance Officer with effect from close of business hours on April
15, 2025.
• Appointment of Ms. Niharika Goyal (ACS:61428) as Company Secretary and
Compliance Officer/ / Chief Compliance Officer with effect from April 16, 2025.
The appointment of Mr. Anand Manoharlal as an Independent Director and change in
designation of Mr. Jaijash Tatia and Mrs. Henna Jain, was approved by the Board in its
meeting held on August 06, 2024 and subsequently approved by Members via postal ballot
dated September 10, 2024, with requisite majority.
The re-appointment of Mrs. Rajashree Santhanam and Mrs. Muthusamy Menaka as
Non-Executive Independent Director(s) was approved by the Board in its meeting held on
March 27, 2025, and subsequently approved by the Members via postal ballot dated June 20,
2025, with requisite majority.
The resignation tendered by Mrs. Vidyalakshmi Rajagopalan vide letter dated March 17,
2025, was noted by the Board in its meeting held on March 27, 2025. In the same meeting,
the Board unanimously appointed Ms. Niharika Goyal in her place w.e.f April 16, 2025.
According to the provisions of Section 152(6) of the Act, Mrs. Henna Jain, Joint
Managing Director, is liable to retire by rotation and being eligible, offers herself for
re-appointment. Based on the result of performance evaluation, recommendation of the
Nomination and Remuneration Committee and subject to the approval of Members in the 31st
AGM, the Board approved her re-appointment in its meeting held on July 28, 2025 and
recommends the same to the Members. A resolution seeking Members' approval for her
re-appointment along with other required details forms part of the Notice of 31st AGM.
e) Number of Board Meetings
The Board met five times during FY 2024-25. 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.
f) 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 March 07,
2025.
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 (if any) of the
Company's Code of Conduct.
g) 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 individual Directors, particularly the
Independent Directors, were evaluated on parameters such as integrity, participation,
skill, and knowledge, independent judgment, preparation, conduct, and effectiveness.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations, and governance. A separate exercise was
carried out to evaluate the performance of individual Directors including the Chairman of
the Board, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interests of the Company and its minority
shareholders, etc. Accordingly, the Board and NRC carried out performance evaluation
during the year under review.
h) Board Committees
Pursuant to the provisions under the Act and SEBI Listing Regulations, the Board has
constituted various committees of the Board which are:
• Audit Committee;
• Nomination and Remuneration Committee;
• Stakeholders Relationship Committee.
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.
i) Recommendations made by the Board Committees
The Board, during the year under review, has accepted all recommendations made to it by
its Committees including Audit Committee.
j) Composition of Audit Committee
The composition of the Audit Committee, as on March 31, 2025, is given below:
| Name |
Category |
| Mrs. Rajashree Santhanam |
Independent Director, Chairperson |
| Mrs. Muthusamy Menaka |
Independent Director, Member |
| Mr. Anand Manoharlal |
Independent Director, Member |
| Mr. Jaijash Tatia |
Managing Director, Member |
k) 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.
l) Compliance with Secretarial Standards
During the year under review, the Company has complied with all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
m) Risk Management
Financing activity is the business of management of risks, which in turn is the
function of the appropriate credit models and the robust systems and operations. The Risk
Management is overseen by the Audit Committee of the Company on a continuous basis. The
Committee oversees the Company's process and policies for determining risk tolerance and
reviews management's measurement and comparison of overall risk tolerance to established
levels. Major risks identified by the businesses and functions are systematically
addressed through mitigating actions on a continuous basis. The Risk Management Policy of
the Company is available on our website www.kreon.in.
n) 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.
o) Statutory Compliance
Your company, to the best of its knowledge and beliefs, has complied with all
applicable Acts, Rules, Regulations, Guidelines etc of SEBI, RBI, MCA and other Statutory
Authorities.
p) RBI guidelines
The Company continues to comply with all the applicable regulations prescribed by the
Reserve Bank of India ("RBI"), from time to time.
7.DISCLOSURE / ANNEXURES
a) Annual Return
Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Act, the
Company will place a copy of the annual return on its website at www.kreon.in after the
conclusion of the forthcoming AGM.
b) Report on Corporate Governance
Your 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-E 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, 2025, obtained
from M/s. AXN Prabhu & Associates, Practicing Company Secretary, CP 11440, MN 3902, is
annexed as Annexure-G 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 Reserve
Bank of India, forms part of this annual report.
e) Certificate by CFO
Mrs. Shoba Nahar, Chief Financial Officer, has 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 is herewith attached as Annexure-B to this report.
f) Related Party Transactions
All related party transactions during FY 2024-25 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 statement. During FY 202425, the Audit Committee, on quarterly basis, reviewed
the related party transactions of the Company for which prior approval was accorded by the
Members in the 30th AGM held on June 28, 2024.
The particulars of contracts or arrangements or transactions with related parties
during FY 202425, as referred to in Section 188(1) and applicable rules of the Act in Form
AOC-2, are provided as an i Annexure-D to this report.
Further, there were no materially significant related party transactions entered into
by the Company during the year under review, 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 the year under review.
The policy on related party transactions as approved by the Board is uploaded on the
Company's website.
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-C.
h) Conservation of energy
i. Steps taken or impact on conservation of energy: The operations of your Company are
not energy intensive. However, significant measures are taken to reduce energy consumption
by using energy-efficient computers and by the purchase of energy-efficient equipment.
ii. The steps taken by the Company for utilizing alternate sources of energy- Nil
iii. Capital investment on energy conservation equipment-Nil
i) Technology absorption, adoption and innovation
i. Efforts made towards technology absorption:
a) Implemented Amazon S3 Glacier to reduce longterm data storage costs. Integrated UPI
AutoPay Mandate to automate loan repayments and improve repayment compliance.
b) Enabled CRIF score and delinquency checks for first-time loan disbursement,
improving credit risk evaluation.
c) Automated KYC document validation using AI, allowing real-time verification of PAN,
Aadhaar, and college IDs with fraud detection.
d) Migrated infrastructure to serverless computing (AWS Lambda) and containerized
environments for scalability and reliability.
e) Adopted DevSecOps for secure, continuous integration and deployment.
ii. Benefits derived like product improvement, cost reduction, product development or
import substitution:
a) Cost reduction: Archived inactive documents to Amazon S3 Glacier, reducing storage
expenses, Optimized backend response times to lower AWS Lambda duration and data transfer
charges.
b) Product improvement: Enhanced creditworthiness checks through CRIF and delinquency
validation, reducing default risk, Improved user onboarding experience through AI- powered
automated KYC validation, Simplified repayment setup with UPI AutoPay mandates.
c) Product Development: Developed an end-to- end digital loan disbursement system with
instant decisioning and auto-validation, enabled robust credit scoring and repayment
automation, improving scalability and compliance. d)Import Substitution: Replaced reliance
on third- party credit and document verification platforms by building in-house AI-based
KYC and credit scoring tools.
iii. In case of imported technology (imported during the last three financial year
reckoned from the beginning of the financial year)
• Technology imported: Nil
• Year of import: Nil
• Whether the technology has fully been absorbed: Nil
• If not fully absorbed, area where absorption has not taken place and reason
thereof: Nil
iv. Expenditure incurred on Research and Development: NA
j) Particulars of loans, guarantee, or investments under Section 186 of the Companies
Act, 2013 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 exempt from
the applicability of the provisions of Section 186 of the Act. During the year under
review, 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. 49 of the
financial statements.
K) Foreign Exchange Earnings and Outgo
| S. No. Particulars |
Year Ended March 31, 2025 |
Year Ended March 31, 2024 |
| 1 Expenditure in foreign Currency |
Rs.83.92 lakhs |
Rs.28.53 lakhs |
| 2 Earning in Foreign Currency |
NIL |
NIL |
Note: The expenditure was incurred on purchase/marketing/subscription of software.
l) Material changes and commitments
During the year under review, your Company did not undergo any material changes and
o) Proceedings under Insolvency and Bankruptcy Code, 2016
During the year under review, there were no applications made or no proceedings that
were filed by the Company or 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 the going concern status
and future operations of the Company.
q) Credit rating
During the year under review, your Company did not obtain any credit rating.
r) Other Disclosures
During the year under review, the Company has not obtained any registration/ license /
authorization, by whatever name called from any other financial sector regulators.
8. AUDIT AND AUDITORS
a) Statutory Auditor
The Members of the Company, in 29th AGM held
on July 28, 2023, appointed M/s. Darpan & Associates, Chartered Accountants
(FRN:016156S), as the Statutory Auditors of the Company for a period of five consecutive
years till the conclusion of 34th AGM to be held in the calendar year 2028.
b) Auditor's Report
The report given by M/s. Darpan & Associates, Statutory Auditors, on the financial
statements of the Company for the financial year ended March 31, 2025, forms part of this
Annual Report. The Audit Report does not contain any qualification, disclaimers,
reservation, or adverse remark.
c) Secretarial Auditor and its Report
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules,2014, the Company has appointed M/s. Lakshmmi
Subramanian & Associates, Practicing Company Secretaries, as Secretarial Auditor to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed to
the Board Report as Annexure-F.
The following qualifications have been mentioned in the Secretarial Audit Report:
| Act / Rules / Regulation |
Qualifications |
Action taken against the Company |
Response by Company |
| SEBI (LODR) Regulations, 2015 |
Delay in furnishing prior intimation on about the meeting of the board of directors |
The Company was fined Rs. 11,180/- by BSE for such delay. |
The Company has paid the fine. |
d) 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 your Company.
e) Reporting of fraud by Auditors
During the year under review, neither the Statutory Auditor nor the Secretarial Auditor
has reported to the Audit Committee any instances of fraud committed against the Company
by its officers or employees, under Section 143(12) of the Act. Therefore, no details are
required to be disclosed under Section 134(3)(ca) of the Act.
9. SHARE CAPITAL AND LISTING ON STOCK EXCHANGE
a) Authorized share capital
As of March 31, 2025, 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
Lacs only) Equity Shares of Rs.10/- (Rupees Ten only) each and 50 Lakhs (Fifty Lakhs only)
Compulsory Convertible Preference Shares of Rs.10/- (Rupees Ten only) each. During the
financial year under review, the Authorized Share Capital was increased from
Rs.30,00,00,000 (Rupees Thirty Crores only) to Rs.50,00,00,000 (Rupees Fifty Crores only)
by way of an increase of 2,00,00,000 (Two Crores only) equity shares of Rs.10/- (Rupees
Ten each).
b) Paid-up share capital
As of March 31, 2025, the total paid-up share capital of the Company stood at
Rs.20,22,20,000/
(Rupees Twenty Crores Twenty 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 addition
or alterations made to the paid-up share capital of your Company during the year under
review
c) Issue of equity shares with differential rights Your Company had not issued any
equity shares with differential rights during the year under review.
d) Issue of sweat equity shares
Your Company did not issue any sweat equity shares during the year under review.
e) Issue of employee stock options
Your Company did not issue any employee stock options during the year under review
f) Listing on Stock Exchange
The Company's equity shares are listed on BSE Limited having scrip code 530139. The
Company had paid Annual Listing Fee for the FY 2024-25. The Company had also paid Annual
Custodian Fee to the Depositories for the FY 2024-25.
h) Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of the employees
Your Company has not made any provision of money for the purchase of its own shares by
employees or by trustees for the benefit of the employees during the year under review.
i) Suspension of shares from trading
During FY 2024-25, the shares of your Company were not suspended from trading on the
stock exchange.
10. 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 Tatia, 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 www.kreon.in.
b) Nomination and Remuneration Policy
The Board, and Nomination and Remuneration Committee has framed a policy/criterion for
selection and appointment of Directors, Key Managerial Personnel and Senior Executives
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
www.kreon.in.
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, your 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. No person has been denied access to the Chairman 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 www.kreon.in.
d) Code for prohibition of insider trading
Your 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
Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
This code also includes code for practices and procedures for fair disclosure of
unpublished price sensitive information which has been made available on the website of
the Company at www.kreon.in.
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. Your Company has a formal policy (available at
www.kreon.in) for the prevention of sexual harassment of the employees at the workplace.
All employees (permanent, contractual, temporary, trainees) are covered under this policy.
Hence, your 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
During the year under review,
• 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
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 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.
Hence, the Company has complied with the provisions of the Maternity Benefit Act, 1961.
g) Quality Policies
The Company obtained ISO 9001:2015 and ISO 27001:2013 Certification from an independent
and internationally accredited certification company, an internationally recognized
standard that ensures our products and services meet the needs of our customers through an
effective quality management system.
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 Company ensures compliance with all applicable laws including the
Rights of Persons with Disabilities Act, 2016 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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 www.kreon.in.
i) 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 LODR 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 investor meetings, disclosures on stock exchange and Company website,
customer feedback mechanisms, grievance redressal platforms, employee town halls,
regulatory interactions, and corporate social responsibility initiatives. The Company
strives to incorporate stakeholder feedback into its decision-making 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 www.kreon.in
11. DEPOSITS
Your Company, being a non-deposit taking NBFC and as per Non-Banking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016. The provisions of
Chapter V of the Companies Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014 as amended are not applicable to the Company being an NBFC. Further, the
Directors hereby report that the Company did not accept any public deposits during the
financial year under review and did not have any public deposits outstanding as on March
31, 2025.
There are no outstanding or unclaimed deposits, unclaimed/unpaid interest, refunds due
to the deposit holders or to the Investor Education and Protection Fund as on March 31,
2025.
12. CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the applicability criteria given under Section 135(1)
of the Act. Therefore, it does not require us to comply with the provisions related to
Corporate Social Responsibility.
13. SUBSIDIARIES, ASSOCIATES, AND JOINT VENTURES
As on March 31, 2025, your Company does not have any Subsidiary or Associate Company or
Joint Ventures.
14. ADEQUACY 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 inancial information. The Board of your Company has
laid down IFC systems to be followed by the Company and that such systems are adequate and
operating effectively. Your Company has an Internal Control System commensurate with the
size, scale and complexity of its operations. The Board has adopted policies and
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 review the findings and recommendations given in the internal audit
report and make suggestions for improvement to the Board. Direct reporting to the Audit
Committee ensures that Internal Audit functions independently from the business. To
conduct an internal audit of your Company, the Board appointed M/s. R. Bhaskaran &
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,
2025, 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, 2025, 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. ACKNOWLEDGEMENT
The Directors place on record their appreciation to all those people, who have so
willingly placed their trust in the Companyand the Management and to all the customers
across all areas of our operations, who have given the Company an opportunity to serve
them.
The Company looks forward to further strengthening the synergies. The entire KFSL Team
deserves appreciation for their sincere efforts and determination to excel. The core team
of KFSL plays a pivotal role in articulating and implementing the strategic decisions and
thus contributing to the development of the company. We take this opportunity to express
my heartfelt appreciation for their continuous support, hard work and dedication.
We trust this journey will continue to be a pleasant one with their support, aware of
the fact that we have "Miles to go.... with the confidence that "Together We
Can, and We Will."
|
On behalf of the Board of Directors For Kreon Finnancial Services Limited |
|
|
Sd/- |
Sd/- |
| Place: Chennai |
Jaijash Tatia Managing Director |
Henna Jain Joint Managing Director |
| Date: 25.07.2025 |
DIN: 08085029 |
DIN: 08383395 |
