KFIN Technologies Ltd. - Quarterly/Annual Result Disclosures and Notes dated 30 Jun 2023

1. The above standalone financial results of KFin Technologies Limited("the Company") have been prepared in accordance with and comply in all material aspects with the Indian Accounting Standards (Ind AS) notified under Section133 of the Companies Act,2013 ("theAct") read with relevant rules issued there under and in terms of Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), as amended.

2. The above standalone financial results have been reviewed and recommended by the Audit Committee at its meeting held on July 28,2023. The Board of Directors at its meeting held on July 28, 2023 have approved the above results and taken them on record. The statutory auditors have expressed an unmodified review conclusion on these results.

3. The standalone results for the quarter ended March31, 2023 are the balancing figures between the audited figures in respect of the full financial year 2022-23 and the published unaudited year to date figures up to the third quarter of the financial year 2022-23, which were subject to limited review.

4.The Board of Directors of the Company in their meeting held on August 02,2017 had approved a Composite Scheme of Arrangement and Amalgamation between Karvy Consultants Limited (KCL), Karvy Computer share Private Limited (KCPL), the Company and their respective shareholders under the relevant provisions of the Companies Act,2013(‘theScheme’). The Scheme was approved by the National Company Law Tribunal vide their order dated October23, 2018 which was filed with the Registrar of Companies on November17, 2018.Therefore, the Scheme became effective on November 17,2018. As per the Scheme, the' RTA undertaking 'of KCL and KCPL were amalgamated into the Company with effect from November17, 2018 and the amalgamation was accounted for during the year ended March 31, 2019.

As specified in the Scheme, the amalgamation had been accounted for in accordance with the Purchase method of accounting as per Accounting Standard 14 on‘Accounting for Amalgamations’ .All the assets and liabilities of the RTA Undertaking of KCL and KCPL had been recorded at their existing book values.The difference between the book values of the net assets so recorded and the consideration (being the face value of equity shares issued by the Company to the shareholders of KCL and cost of investment in equity shares of KCPL) amounting to INR 6,749.15 million had been recorded as goodwill to be amortised over a period of 10 years. This accounting treatment as specified in the Scheme relating to amalgamation of the 'RTA Undertaking' of KCL and of KCPL into the Company and the subsequent measurement of Goodwill is different from the accounting as per Ind AS 103 on 'Business Combinations'.

The Board of Directors of the company at its meeting held on September 01,2021, approved the application filed with National Company Law Tribunal ('NCLTapplication') on October28, 2021 for discontinuing amortisation of goodwill. Pursuant to the approval of the NCLT application via order dated March 02,2022, the amortisation of good will has been discontinued with effect from April01,2021. As per IndAS36–Impairment of Assets, the Company continues to annually test the Goodwill for impairment.

5.The pre amalgamated Company (Refer in Note 4 above) was the Registrar and Transfer Agent (RTA) of a past Client(“the Client”) until April 5,2021. The Client had a demat account(“Escrow Account”)with one of the Depository Participants(“DP”) for depositing its shares in escrow for the purposes of its initial public offering. The Company identified in the financial year 2020-21 that 794,489 shares were transferred by the DP(500,000 shares in 2011(which translated into1,000,000 shares pursuant to a bonus issue undertaken by the Client in 2017)and 294,489 shares in 2020) from the Escrow Account to the DP’s own demat account and to a third party’s demat account through an off market transaction without any authorisation from the Client and without knowledge of the Company. The Board of Directors of the Company after considering legal advice purchased 1,294,489 shares and transferred these 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 300.00million.The dividend received on such shares by the Company in the financial year 2021-22 of INR4.08 million was also transferred back to the Client.

Intimation letters were sent to the Client and SEBI on November15, 2021 informing them of transfer of shares to the Client’s Escrow Account and refund of dividend to the Client. Further, the Board of Directors of the Company after considering legal advice, approved payment(based on an estimation of potential losses that may be suffered by the Client)by the Company to the Client, for the purpose of settlement of any potential claims by the Client (including dividends on such shares for earlier periods).The Company will initiate proceedings against the concerned parties, including certain minority shareholders, for recovery of the amount paid and payable by the Company to the Client in connection with this matter upon completion of final settlement with the Client. Considering the assessment of recoverability, the Company has made a provision of INR 74.01 million as at June 30, 2023. Pending the final settlement of terms to be agreed with the Client, the Management has measured the provision at its best estimate.

6. During quarter ended June 30, 2023, 683,388 number of employee stock options were exercised and allotted.

7. On April 19, 2023, the Company has acquired 100% stake in WebileApps (India) Private Limited by investing INR 110 million.

8.During the quarter ended June 30,2023,the Company has increased its employees retirement age from 58 years to 62 years and the gratuity liability has been accordingly determined as at 30 June 23.

9.These standalone financial results along with the review report of the statutory auditors of the Company are being filed with the National Stock Exchange of India Limited (NSE) and BSE Limited and are also available on the Company's website.