Amalgamation/Merger

September 01, 2026 CS&G/STX/SQ2026/29 1) National Stock Exchange of India Limited 2) BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Scrip Symbol: KFINTECH Scrip Code: 543720 Sub. : Composite Scheme of Amalgamation Ref. : Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“LODR Regulations”) Dear Sir / Madam, Pursuant to Regulation 30 and other applicable provisions of the LODR Regulations, this is to inform that the Board of Directors of KFin Technologies Limited (“Company”) at its meeting held today i.e., September 01, 2026, has inter-alia approved the Composite Scheme of Amalgamation of WebileApps (India) Private Limited (“WebileApps”) and Hexagram Fintech Private Limited (“Hexagram”), wholly-owned subsidiaries of the Company and WebileApps Technology Services Private Limited (“WebileApps Tech”), step down subsidiary of the Company [hereinafter collectively referred to as the “Transferor Companies”], with and into KFin Technologies Limited, pursuant to Section 230 to 232 and other relevant provisions of the Companies Act, 2013. The Scheme is subject to necessary statutory and regulatory approvals, as may be applicable, including sanction by the Hon’ble National Company Law Tribunal under Sections 230 and 232 of the Companies Act, 2013. The Board meeting commenced at 03:00 p.m. and concluded at 05:30 p.m. Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed herewith as Annexure – A. This is for your information and records. Thanking you, Yours faithfully, For KFin Technologies Limited Alpana Kundu Company Secretary and Compliance Officer ICSI Membership No.: F10191 Encl.: a/a Annexure – A Details as required to be disclosed as per the LODR Regulations read with SEBI’s Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Name of the entity(ies) Transferor Company: WebileApps (India) Private Limited forming part of the (“WebileApps / Transferor Company 1”) and Hexagram Fintech amalgamation/merger, Private Limited (“Hexagram / Transferor Company 2”), wholly- details in brief such as, owned subsidiaries of the Company and WebileApps Technology size, turnover etc. Services Private Limited (“WebileApps Tech / Transferor Company 3”), step down subsidiary of the Company. Transferee Company: KFin Technologies Limited (“Transferee Company” or “KFin”). Details as of June 30, 2026 on standalone basis: (Rs. in crores) Particulars WebileApps Hexagram WebileApps KFin Tech Paid up 0.19 16.99 0.01 172.83 Capital Net Worth 17.82 23.59 0.45 1,736.51 Total 16.22 4.45 0.00 296.54 Income Whether the transaction Transferor Companies are wholly owned subsidiaries and step-down would fall within related subsidiary of the Transferee Company and accordingly are related to party transactions? If each other. yes, whether the same is However, the proposed Scheme of Amalgamation does not fall within done at “arm’s length” the purview of related party transactions pursuant to the clarification by the Ministry of Corporate Affairs, vide its General Circular No. 30/2014 dated July 17, 2014. Further, pursuant to Regulation 23(5)(b) of the LODR Regulations, related party transaction provisions are not applicable to the said Scheme, as the same is between the holding company and its wholly owned subsidiary & step-down subsidiary. Area of business of the ▪ Transferee Company is engaged in the business of providing a entities comprehensive suite of tech-enabled investor solutions, including acting as a Registrar for Public Issues of Securities and Securities Transfers, managing back-office operations for mutual fund houses, and handling data processing activities. ▪ Transferor Company 1 is engaged in the business of providing software product design and development services. ▪ Transferor Company 2 is engaged in providing software product development, solution and services in all its forms to its group companies. ▪ Transferor Company 3 is engaged in the business of providing software product design and development services. Rationale for The proposed Composite Scheme of Amalgamation of the Transferor amalgamation / merger Companies with the Transferee Company is expected to streamline the group structure by reducing the number of legal entities and simplifying operations. The consolidation will enable better management oversight, operational synergies and cost efficiencies, thereby enhancing growth and profitability. It will facilitate optimum utilization of financial, managerial, technological and human resources while eliminating duplication of functions and overhead costs. The combined entity is also expected to benefit from improved cash management and greater financial flexibility to pursue future business opportunities. Further, the Scheme is expected to create enhanced growth prospects for employees and be in the overall interest of all stakeholders. The Scheme does not affect the rights of shareholders or creditors, as no new shares are proposed to be issued, there is no change in the capital structure of the Transferee Company, and creditor obligations will continue to be honoured in the ordinary course of business. The Scheme is therefore considered beneficial and in the best interests of all stakeholders. In case of cash Not applicable since the Transferor Companies are wholly owned consideration – amount subsidiaries and step-down subsidiary of the Transferee Company. or otherwise share Accordingly, upon the Scheme becoming effective, no shares of the exchange ratio Transferee Company shall be allotted, nor any other consideration be paid in lieu or exchange of the holding of the Transferee Company in Transferor Companies. Brief details of There will be no change in the shareholding pattern of the Company change in shareholding pursuant to the Scheme as the Transferor Companies are wholly pattern (if any) of listed owned subsidiaries and step-down subsidiary of the Transferee entity Company and accordingly there shall not be any share issuance by the Transferee Company.