Notes to Accounts of KFIN Technologies Ltd.

Mar 31, 2025

N) Provisions, contingent liabilities and
contingent assets

Provisions are recognised when there is a present
obligation (legal or constructive) as a result of a
past event and it is probable ("more likely than not")
that an outflow of resources embodying economic
benefits will be required to settle the obligation, and
a reliable estimate can be made of the amount
of the obligation. The amount recognised as a
provision is the best estimate of the consideration
required to settle the present obligation at the
balance sheet date, considering the risks and
uncertainties surrounding the obligation.

If the effect of the time value of money is material,
provisions are determined by discounting the
expected future cash flows at a pre-tax rate that
reflects current market assessments of the time
value of money and the risks specific to the liability.
When discounting is used, the increase in the
provision due to the passage of time is recognised
as a finance cost.

Contingent liabilities are possible obligations
that arise from past events and whose existence
will only be confirmed by the occurrence or non¬
occurrence of one or more uncertain future events
not wholly within the control of the entity or a
present obligation that arises from past events but
is not recognized because it is not probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation, or
the amount of the obligation cannot be measured
with sufficient reliability, The Company does not
recognize a contingent liability but discloses the
same as per the requirements of Ind AS 37, unless
the probability of outflow of resources embodying
economic benefits is remote.

Contingent assets are not recognised in the
Standalone Financial Statements since this may
result in the recognition of income that may
never be realized. However, when the realization of
income is virtually certain, then the related asset is
not a contingent asset and is recognised.

A contract is considered as onerous when the
expected economic benefits to be derived by
the Company from the contract are lower than
the unavoidable cost of meeting its obligations
under the contract. The provision for an onerous
contract is measured at the lower of the expected
cost of terminating the contract and the expected
net cost of continuing with the contract. Before a
provision is established, the Company recognises
any impairment loss on the assets associated with
that contract.

Provisions, contingent liabilities and contingent
assets are reviewed at each Balance Sheet date.

O) Financial instruments

A financial instrument is any contract that
gives rise to a financial asset of one entity
and a financial liability or equity instrument of
another entity. Financial instruments also include
derivative contracts such as foreign currency
forward contracts, embedded derivatives in the
host contract, etc.

Financial assets

Initial recognition and measurement

The Company initially recognises trade receivables
and debt securities issued on the date on which
they are originated. The Company recognises the
other financial assets on the trade date, which is the
date on which the Company becomes a party to the
contractual provisions of the instrument.

All financial assets are recognised initially at fair value,
plus in the case of financial assets are recorded at fair
value through profit or loss (FVTPL), transaction costs

that are attributable to the acquisition of the financial
asset. However, trade receivables which do not contain
a significant financial component are measured at
transaction value.

Classifications and subsequent measurement
Classifications

The Company classifies its financial assets as
subsequently measured at either amortised cost or fair
value depending on the Company''s business model
for managing the financial assets and the contractual
cash flow characteristics of the financial assets.

Business model assessment

The Company makes an assessment of the objective
of a business model in which an asset is held at a
portfolio level because this best reflects the way the
business is managed and information is provided
to management.

Assessment whether contractual cash flows are
solely payments of principal and interest

In assessing whether the contractual cash flows are
solely payments of principal and interest, the Company
considers the contractual terms of the instrument.
This includes assessing whether the financial asset
contains a contractual term that could change the
timing or amount of contractual cash flows such that it
would not meet this condition.

Financial asset at amortised cost

A financial asset is measured at amortised cost if
it meets both of the following conditions and is not
designated as at Fair value though profit and loss
(FVTPL):

a) it is held within a business model whose objective
is to hold assets in order to collect contractual
cash flows; and

b) the contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding.

After initial measurement, such financial assets are
subsequently measured at amortised cost using the
Effective Interest Rate (''EIR'') method. Amortised cost is
calculated by considering any discount or premium on
acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance
income in the profit or loss. The losses arising from
impairment are recognised in the profit or loss.

Financial asset at fair value through Other
Comprehensive Income (FVOCI)

A financial asset is measured at FVOCI only if it meets
both of the following conditions and is not designated
as at Fair value though profit and loss (FVTPL):

a) it is held within a business model whose objective
is achieved by both collecting contractual cash
flows and selling financial assets.

b) the contractual terms of the financial asset
represent contractual cash flows that are solely
payments of principal and interest.

After initial measurement, such financial assets are
subsequently measured at fair value with changes
in fair value recognised in other comprehensive
income (OCI). Interest income is recognised basis EIR
method and the losses arising from ECL impairment
are recognised in the Standalone Statement of Profit
and Loss.

Financial asset at fair value through profit and loss
(fvtpl)

Any financial asset, which does not meet the criteria
for categorisation as at amortised cost or as FVOCI as
described above, is classified as at FVTPL.

These assets are subsequently measured at fair value.
Net gains and losses, including any interest or dividend
income are recognized in Standalone Statement of
Profit and Loss.

Reclassification of financial assets

Financial assets are not reclassified subsequent to
their initial recognition, except in the period after the
Company changes its business model for managing
financial assets.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a
financial asset or part of a Company of similar financial
assets) is primarily derecognised (i.e. removed from
the Company''s Standalone Balance Sheet) when:

• The rights to receive cash flows from the asset have
expired, or

• The Company has transferred its rights to receive
cash flows from the asset or has assumed an
obligation to pay the received cash flows in full
without material delay to a third party under a
''pass-through'' arrangement; and either (a) the
Company has transferred substantially all the risks
and rewards of the asset, or (b) the Company has
neither transferred nor retained substantially all the
risks and rewards of the asset, but has transferred
control of the asset.

Impairment of financial assets

The Company recognises loss allowances for expected
credit losses on financial assets measured at amortised
cost. At each reporting date, the Company assesses
whether financial assets carried at amortised cost are
credit impaired. A financial asset is ''credit impaired''

when one or more events that have a detrimental
impact on the estimated future cash flows of the
financial asset have occurred.

Evidence that a financial asset is credit impaired
includes the following observable data:

• significant financial difficulty of the borrower
or issuer;

• a breach of contract;

• it is probable that the borrower will enter bankruptcy
or other financial reorganization; or

• the disappearance of an active market for security
because of financial difficulties.

The Company measures loss allowances at an amount
equal to lifetime expected credit losses.

Loss allowances for trade receivables are always
measured at an amount equal to lifetime expected
credit losses.

Lifetime expected credit losses are the expected credit
losses that result from all possible default events over
the expected life of a financial instrument.

12-month expected credit losses are the portion of
expected credit losses that result from default events
that are possible within 12 months after the reporting
date (or a shorter period if the expected life of the
instrument is less than 12 months).

In all cases, the maximum period considered when
estimating expected credit losses is the maximum
contractual period over which the Company is exposed
to credit risk.

When determining whether the credit risk of a
financial asset has increased significantly since initial
recognition and when estimating expected credit
losses, the Company considers reasonable and or
effort. This includes both quantitative and qualitative
information and analysis, based on the Company''s
historical experience and supportable information
that is relevant and available without undue cost or
effort. This includes both quantitative and qualitative
information and analysis, based on the Company''s
historical experience and informed credit assessment
and including forward looking information.

Measurement of expected credit losses

Expected credit losses are a probability weighted
estimate of credit losses. Credit losses are measured
as the present value of all cash shortfalls (i.e. the
difference between the cash flows due to the Company
in accordance with the contract and the cash flows
that the Company expects to receive).

Presentation of allowance for expected credit
losses in the Standalone Balance Sheet

Loss allowances for financial assets measured at
amortised cost are deducted from the gross carrying
amount of the assets.

Write-off

The gross carrying amount of a financial asset is written
off (either partially or in full) to the extent that there is
no realistic prospect of recovery. This is generally the
case when the Company determines that the debtor
does not have assets or sources of income that could
generate sufficient cash flows to repay the amounts
subject to the write off. However, financial assets that
are written off could still be subject to enforcement
activities in order to comply with the Company''s
procedures for recovery of amounts due.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition,
as financial liabilities at fair value through profit or loss
or at amortised cost, as appropriate.

All financial liabilities are recognised initially at fair
value and, in the case of amortised cost, net of directly
attributable transaction costs.

Classification and subsequent measurement

The measurement of financial liabilities depends on
their classification, as described below:

Financial liabilities at amortised cost

After initial recognition, financial liabilities are
subsequently measured at amortised cost using
the effective interest rate (EIR) method. Gains and
losses are recognised in profit or loss when the
liabilities are derecognised as well as through the EIR
amortisation process.

Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is
included as finance costs in the Standalone Statement
of Profit and Loss.

Financial liabilities at fair value through profit
or loss

Financial liabilities at fair value through profit or loss
include financial liabilities designated upon initial
recognition as at fair value through profit or loss.

Gains or losses on liabilities held for trading are
recognised in the Standalone Statement of Profit
and Loss.

Financial liabilities designated upon initial recognition
at fair value through profit or loss are designated as such

at the initial date of recognition, and only if the criteria
in Ind AS 109 are satisfied. For liabilities designated
as FVTPL, fair value gains and losses attributable to
changes in own credit risk are recognised in OCI. These
gains and losses are not subsequently transferred to
profit and loss. However, the Company may transfer
the cumulative gain or loss within equity. All other
changes in fair value of such liability are recognised in
the Standalone Statement of Profit and Loss.

Derecognition of financial liabilities

Company derecognizes a financial liability when its
contractual obligations are discharged or cancelled, or
expire. Company also derecognizes a financial liability
when its terms are modified and the cash flows under
the modified terms are substantially different. In this
case, a new financial liability based on the modified
terms is recognized at fair value. The difference
between the carrying amount of the financial liability
extinguished and a new financial liability with modified
terms is recognized in the Standalone Statement of
Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and
the net amount is reported in the Standalone Balance
Sheet when there is a legally enforceable right to offset
the recognised amounts and there is an intention to
settle on a net basis, or realise the asset and settle the
liability simultaneously (''the offset criteria'').

P) Income taxes

Income tax expense comprises current and
deferred tax. It is recognised in profit or loss
except to the extent that it relates to a business
combination or to an item recognised directly in
equity or in other comprehensive income.

Current tax

Current tax comprises the expected tax payable
or receivable on the taxable income or loss for
the year and any adjustment to the tax payable
or receivable in respect of previous years. The
amount of current tax reflects the best estimate of
the tax amount expected to be paid or received
after considering the uncertainty, if any, related to
income taxes. It is measured using tax rates (and
tax laws) enacted or substantively enacted by the
reporting date.

Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended
to realise the asset and settle the liability on a net
basis or simultaneously.

Deferred tax

Deferred tax is recognised in respect of temporary
differences between the carrying amounts of
assets and liabilities in the Standalone Balance
Sheet and the corresponding tax bases used in
the computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable
temporary differences. Deferred tax assets are
generally recognised for all deductible temporary
differences to the extent that it is probable that
taxable profits will be available against which those
deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the
temporary difference arises from initial recognition
of goodwill or from the initial recognition (other
than in a business combination) of other assets
and liabilities in a transaction that affects neither
the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets
is reviewed at each balance sheet date and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to
allow all or part of the asset to be recovered.

Unrecognised deferred tax assets are reassessed
at each reporting date and recognised to the
extent that it has become probable that future
taxable profits will be available against which they
can be used.

Deferred tax assets and liabilities are measured
at the tax rates that are expected to apply in the
period in which the liability is settled or the asset
is realised, based on tax rates (and tax laws) that
have been enacted or substantively enacted by
the balance sheet date. The measurement of
deferred tax liabilities and assets reflects the tax
consequences that would follow from the manner
in which the Company expects, at the reporting
date, to recover or settle the carrying amount of its
assets and liabilities.

Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current
tax assets against current tax liabilities and when
they relate to income taxes levied by the same
taxation authority and the Company intends to
settle its current tax assets and liabilities on a
net basis.

Current and deferred tax are recognised in the
Standalone Statement of Profit and Loss, except
when they relate to items that are recognised in
other comprehensive income or directly in equity,
in which case, the current and deferred tax are
also recognised in other comprehensive income
or directly in equity, respectively.

Deferred tax liabilities are not recognised for
temporary differences between the carrying
amount and tax bases of investments in
subsidiaries where the Company is able to
control the timing of the reversal of the temporary
differences and it is probable that the differences
will not reverse in the foreseeable future.

Q) Cash and cash equivalents

Cash and cash equivalents are short-term highly
liquid investments that are readily convertible into
cash with original maturities of three months or
less. Cash and cash equivalents consist primarily
of cash and deposits with banks and interest
accrued on deposits.

R) Earnings per share

Basic earnings per share ("EPS") is computed by
dividing the net profit or loss after tax for the year
attributable to equity shareholders by the weighted
average number of equity shares outstanding
during the year. For the purpose of calculating
diluted earnings per share, net profit or loss after
tax for the year and the weighted average number
of shares outstanding during the year are adjusted
for the effects of all dilutive potential equity shares.
Dilutive potential equity shares are deemed to be
converted as of the beginning of the year, unless
they have been issued at a later date.

S) Business combinations

Business combinations have been accounted for
using the acquisition method under the provisions
of Ind AS 103, Business Combinations. The cost of
an acquisition is measured at the fair value of
the assets transferred, equity instruments issued
and liabilities incurred or assumed at the date of
acquisition, which is the date on which control is
transferred to the Company. The cost of acquisition
also includes the fair value of any contingent
consideration. Identifiable assets acquired and
liabilities and contingent liabilities assumed in
a business combination are measured initially
at their fair values on the date of acquisition.
Transaction cost that the Company incurs in
connection with business combination such as
finders fees, legal fees, due diligence and other
professional fees are charged to equity.

Goodwill is initially measured at cost, being the
excess of the aggregate of the consideration
transferred and the amount recognised for non¬
controlling interests, and any previous interest
held, over the net identifiable assets acquired
and liabilities assumed. If the fair value of the net
assets acquired is in excess of the aggregate
consideration transferred, the Company re¬
assesses whether it has correctly identified all

of the assets acquired and all of the liabilities
assumed and reviews the procedures used to
measure the amounts to be recognised at the
acquisition date. If the reassessment still results in
an excess of the fair value of net assets acquired
over the aggregate consideration transferred, then
the gain is recognised in OCI and accumulated in
equity as capital reserve. However, if there is no
clear evidence of bargain purchase, the entity
recognises the gain directly in equity as capital
reserve, without routing the same through OCI.

I n case of business combinations taking under
scheme of amalgamation approved by Courts
in India, the accounting treatment as specified
in the court order is followed for recording such
business combination.

After initial recognition, goodwill is measured at cost
less any accumulated impairment losses. For the
purpose of impairment testing, goodwill acquired
in a business combination is, from the acquisition
date, allocated to each of the Company''s cash¬
generating units that are expected to benefit from
the combination, irrespective of whether other
assets or liabilities of the acquiree are assigned to
those units.

A cash generating unit to which goodwill has
been allocated is tested for impairment annually,

or more frequently when there is an indication
that the unit may be impaired. If the recoverable
amount of the cash generating unit is less than its
carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill
allocated to the unit and then to the other assets
of the unit pro rata based on the carrying amount
of each asset in the unit. Any impairment loss
for goodwill is recognised in profit or loss. An
impairment loss recognised for goodwill is not
reversed in subsequent periods.

T) Recent Pronouncements

The Ministry of Corporate Affairs ("MCA") notifies
new standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time. For
the year ended March 31, 2025, MCA has notified Ind
AS - 117 Insurance Contracts and amendments to
Ind AS 116 - Leases, relating to sale and leaseback
transactions, applicable to the Group w.e.f. April
1, 2024. The Company has reviewed the new
pronouncements and based on its evaluation has
determined that it does not have any significant
impact in its financial statements.

5A Non-current assets held for sale

On October 28, 2024, the Board of the Company has approved the terms of a joint venture agreement ("JVA")
to be entered into by the Company with Computer Age Management Services Limited ("CAMS") with respect to
the incorporation of a joint venture company ("JVCo") by the Company and CAMS, for the purposes of owning,
developing, maintaining and operating the jointly developed investment management platform and ecosystem
named ''MF Central'' ("Transaction"). As part of the Transaction, the Board has also approved the proposal for
primary equity capital infusion (in one or more tranches) in the JVCo by the Company, up to an aggregate amount
equivalent to I 135 million in connection with the Transaction.

MF Central is a collaboration between the Company and CAMS in 2021 as per SEBI'' directive, to operationalize and
fulfil the objective of investor convenience and to stay fully aligned to the regulatory intent of SEBI.

Accordingly, the JVCo, by name, MFC Technologies Private Limited has been incorporated w.e.f March 8, 2025. As
of March 31, 2025, the Company is yet to make the capital infusion. Accordingly, this amount has been classified
under other commitments (Refer Note 33).

The Company has incurred transaction costs of I 10.87 million, towards legal and consultancy charges, and related
stamp duty charges in connection with JVCo. Considering that these costs are in the nature of transaction costs
incurred by the Company for the purposes of its investment in the JVCo, the same have been included in the
Company''s cost of investment in the JVCo. (Refer Note 7)

The Company has developed and capitalized certain intangible assets related to the MF Central platform and
pursuant to the JVA, these assets will be transferred to the JVCo at their fair value less costs to sell. Upon obtaining
approval of the Board, these intangible assets have been classified as non-current assets held for sale.

The details of cost, accumulated amortisation and carrying amount (net) of the intangible assets classified as
non-current assets held for sale are as follows:

F Extension options

Some property leases contain extension options exercisable by the Company up to five years before the end
of the non-cancellable contract period. Where practicable, the Company seeks to include extension options in
new leases to provide operational flexibility. The extension options held are exercisable only by the Company and
not by the lessors. The Company assesses at the lease commencement date whether it is reasonably certain to
exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if
there is a significant event or significant changes in circumstances within its control.

The Company has estimated that the potential future lease payments, should it exercise the extension option,
would result in an increase in lease liability of I 237.66 million (31 March 2024: I 219.45 million).

a. Terms and rights attached to equity shares

The Company has a single class of equity shares having a par value of I 10 per equity share. Accordingly, all
equity shares rank equally with regard to dividends and in the Company''s residual assets. The equity shares
are entitled to receive dividend as declared from time to time. In the event of liquidation of the Company,
the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after
distribution of all preferential amounts in proportion to the number of equity shares held. Each holder of equity
shares is entitled to one vote per share.

Under the shareholders agreement dated 3 August 2017 executed between the Company and its shareholders,
and as amended subsequently ("SHA 2017"), one of the shareholders of the Company had been granted a
right to subscribe to additional equity shares of the Company upon fulfillment of various performance related
and other milestones as defined in the SHA 2017. During the year ended 31 March 2022, the Company and its
shareholders have entered into a agreement to terminate the SHA 2017 ("Termination Agreement") wherein
each of the Parties has agreed that, notwithstanding anything contained in the Existing SHA, on and from the
Effective Date (as defined in Termination Agreement), the SHA 2017 (including any rights, duties and obligations
of the Parties under or incidental to the SHA 2017) shall stand unconditionally and irrevocably terminated and
shall cease to have any force or effect without any further action being required from any Party.

b. Terms and rights attached to RPS

i) Redeemable Preference Shares (RPS):

On 25 October 2021, the Company issued 1,000 non-convertible redeemable preference shares having
face value of I 200 each share ("RPS") at par on a private placement basis for a maximum period of 20
years from the date of issue. These RPS shall not carry any voting rights. The RPS shall be subordinated to
the existing indebtedness of the Company and any future senior debt that the Company may take.

The RPS shall be redeemed by the Company in accordance with the provisions of the Companies Act, 2013
and the Share Subscription Agreement ("SSA") dated 28 May 2021 on or after 25 October 2023 ("the Target
Redemption Date"") and a redemption premium of I 1,340.00 million shall be payable by the Company
subject to satisfaction of the conditions prescribed under the SSA. These RPS carry preferential non¬
cumulative dividend rate of 0.0001% per annum ("Preferential Dividend"), which shall be applicable until
25 October 2023. The dividend shall be due only when declared by the Board. In the event that the RPS are
not redeemed on the Target Redemption Date or within 60 (sixty) days therefrom, in accordance with the
SSA, then the dividend rate applicable on the RPS for the period after the Target Redemption Date, shall
stand revised to a preferential cumulative dividend rate of 7% per annum, which shall further increase
by 200 bps per annum at every anniversary of the Target Redemption Date, subject to a maximum of
13% per annum. The payment of such dividend shall be subject to deduction and withholding of taxes by
the Company as per applicable law. The RPS shall be non-participating in the surplus funds and surplus
assets. The RPS are transferable subject to the conditions mentioned under SSA.

The Company has bought back these RPS in financial year 2023-24.

ii) Preference shares:

As and when the Board decides to issue these preference shares, the terms and rights attached to them
would be approved.

c. Employee stock options:

The Company has granted certain stock options to its employees and the employees of its subsidiary. For
details of shares reserved for issue under the Employee Stock Options Plan of the Company, refer Note 43.

g. During the period of five years immediately preceding the balance sheet date, no shares were allotted as
fully paid up pursuant to a contract without payment being received in cash.

h. The Company has not allotted any shares as fully paid by way of bonus shares during the five year period
immediately preceding the respective balance sheet date.

i. During the period of previous five years immediately preceding the respective balance sheet date, the
Company has bought back 14,987,846 equity shares under Buy-back Plan 2019 and 1,000 RPS in financial year
2023-24.

j. Enforcement Directorate (ED) vide its order dated 24 September 2021, has instructed the Company not to
facilitate the alienation/ sale/ creation of any lien or liability in respect of shares held by certain shareholders.
On 11 March 2022, the Company has received Provisional Attachment Order No. 06/2022 dated 8 March 2022
issued by the Deputy Director, Directorate of Enforcement, Hyderabad Zonal Office, whereby the ED has
provisionally attached the equity shares held by those shareholders.Additionally, to the Company''s knowledge,
these shares are subjected to an encumbrance in favour of certain lenders of those shareholders.

The Company has received a letter dated 09 December 2022, from the Office of Additional Director,
Directorate of Enforcement, Hyderabad Zonal Office on 13 December 2022 ("Authority", and such letter "ED
Letter"). Pursuant to the ED Letter, the Authority has communicated that the attachment made pursuant to the
provisional attachment order dated March 08, 2022, issued by the Attachment Order has been confirmed by
the Adjudicating Authority (PMLA), New Delhi vide its order dated 1 December 2022."

k. (i) In respect of the year ended March 31, 2024, at the Company''s Annual General meeting held on August 29,
2024, the shareholders have approved a final dividend of I 5.75 per equity share. The total amount paid
with respect to such dividend is I 985.28 million.

(ii) At the Company''s Board of Directors'' meeting held on April 28, 2025, the Board has proposed a dividend
of I 7.50 per share which is subject to the approval of the Company''s shareholders.

Nature and purpose of other reserves

(a) Capital reserve

Reserve created was on cancellation of equity shares pursuant to Scheme of amalgamation approved by
National Company Law Tribunal during year ended 31 March 2019.

(b) Share application money pending allotment

Amount received in respect of exercise of stock options, pending allotment as of year-end. This will subsequently
be adjusted at the time of allotment of shares.

(c) Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve.
The fair value of employee stock options is recognised in securities premium once the shares have been
alloted on exercise of the options. It can be utilised in accordance with the provisions of the Companies
Act, 2013.

(d) Retained earnings

Retained earnings represents the net profits after all distributions and transfers to other reserves. It can be
utilised or distributed in accordance with the provisions of the Companies Act, 2013.

(e) Share-based payment reserve

The Company has established various equity-settled share based payments plans for certain categories of
employees of the Company and its subsidiaries. Refer Note 43 for further details on these plans.

(f) Capital redemption reserve

The balance as of March 31, 2025 represents the reserve created for cancellation of 14,987,846 equity shares
bought back under buy back plan in financial year 2019-20 and on account of buyback of 1,000 redeemable
preference shares in financial year 2023-24 (Refer Note 17).

(g) General reserve

The general reserve is used time to time to transfer profits/ reserve from retained earning/ other component of
equity such as Debenture Redemption Reserve (DRR) for appropriation purposes. There is no policy of regular
transfer. As the general reserve is created by a transfer from one component of equity to another and is
not an item of other comprehensive income, items included in the general reserve will not be reclassified
subsequently to Standalone statement of profit and loss.

^ During the year, a customer of the Company has called upon the Company to indemnify it against an alleged misconduct by a
former employee. The Company has denied any obligation to indemnify the customer until such allegations are legally established
in a competent court. This matter is currently sub judice. Based on management''s assessment, it is unlikely to have a material
impact on the standalone financial statements of the Company.

C. The Company is a party to certain pending cases with regulatory authorities relating to the initial public
offerings of its customers that have taken place in earlier years. These cases are pending at various levels of
legal disposition. In the assessment of the management and as legally advised, these matters are unlikely to
have a material impact on the Standalone financial statements of the Company.

D. The Hon''ble Supreme Court of India ("SC") by their order dated 28 February 2019, in the case of Surya Roshani
Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should
be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution.
The Company has started complying with this prospectively from the month of March 2019. In respect of
the past period there are significant implementation and interpretative challenges that the management
is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed
under the contingent liability section in the Standalone Financial Statements. The impact of the same is
not ascertainable.

E. The Company is party to certain cases relating to customer complaints which are at various levels of
resolution and litigations. The management is confident of resolution of these cases in its favour and does not
expect any material impact on the standalone financial statements. Further, the Company is proforma party
to certain cases relating to succession matters, partition suits etc. which are at various levels of resolution
and litigations. There is no direct involvement of the Company in these matters and accordingly having no
material impact on the standalone financial statements.

The Company is contesting the above mentioned demands and the Management believes that its position
will likely be upheld in the appellate process and accordingly no expense has been accrued in the Company''s
standalone financial statements for the demand raised/ show cause notice received as the ultimate outcome
of these proceedings will not have a material adverse effect on the standalone financial statements. Further,
pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timing
of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/ decisions
pending with various forums/ authorities.

34 e-amalgamated Company (Refer Note 43(a)) was the Registrar and Transfer Agent (RTA) of a past Client

("the Client") until 5 April 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 into 1,000,000 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 (Refer
Note 17) issued in October 2021, by I 300.00 million (Refer Note 17). The dividend received on such shares by
the Company in the financial year 2021-22 of I 4.08 million was also transferred back to the Client. Intimation
letters were sent to the Client and SEBI on 15 November 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 of up to I
70.00 million (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 I 84.25 million as at 31 March 2025. Pending the
final settlement of terms to be agreed with the Client, the Management has measured the provision at its
best estimate.

Note: The above information has been determined to the extent such parties have been identified on the basis of
information available with the Company.

36 Operating Segments

In accordance with Ind AS 108 - Operating Segments, information pertaining to operating segments is disclosed
in the consolidated financial statements of the Company and accordingly, no separate disclosures have been
furnished in these standalone financial statements of the Company.

37 Employee benefits

The Company contributes to the following post-employment defined benefit/ contribution plans in India.

(i) Defined contribution plans:

Employees'' State Insurance

The Company makes contribution towards Employee state insurance for its employees. The Company''s
contribution to the Employees'' State Insurance is deposited with the government.

Provident fund:

The Company makes contribution towards provident fund for employees. The Company''s contribution
to the Employees'' Provident Fund is deposited with the Government under the Employees'' Provident Fund
and Miscellaneous Provisions Act, 1952. The contribution paid under the plan by the Company is at the rate
specified under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952.

During the year, the Company has recognised following amounts in the standalone statement of profit and
loss (included in Note 27 - Employee benefits expense):

(ii) Defined benefit plan:

The Company makes annual contribution to a gratuity fund administered by trustees and managed by Life
Insurance Corporation of India (LIC). Every employee is entitled to a benefit equivalent to fifteen days'' salary last
drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at
the time of separation from the Company, subject to a service period of 5 years, or retirement, whichever is earlier.

The defined benefit plan exposes the Company to actuarial risks such as longevity risk, interest rate risk and
market/ investment risk.

A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the
gratuity plan and the amounts recognised in the Company''s standalone financial statements as at balance
sheet date:

C. Plan assets

In the absence of detailed information regarding plan assets which is funded with Insurance Companies, the
composition of each major category of plan assets, the percentage or amount for each category to the fair
value of plan assets has not been disclosed.

On an annual basis, an asset-liability matching study is done by the Company whereby the Company
contributes the net increase in the actuarial liability to the plan manager (insurer) in order to manage the
liability risk.

The weighted average duration of the defined benefit plan obligation as at 31 March 2025: 12.84 years (31
March 2024: 13.41 years)

Expected contribution to the post employee benefit plan during the next financial year is expected to be I 1.84
million (31 March 2024: I 7.53 million).

H. Discount rate: The discount rate is based on the prevailing market yields of Indian government securities as
at the balance sheet date for the estimated term of the obligations.

Expected rate of return on plan assets: This is based on the expectation of the average long-term rate of
return expected on investments of the fund during the estimated term of the obligations.

Salary escalation rate: The estimates of future salary increases considered takes into account the inflation,
seniority, promotion and other relevant factors such as supply and demand in the employment market.

Other long-term employee benefits:

The Company provides compensated absences benefits to the employees of the Company which can be
carried forward to future years. Since the compensated absences do not fall due wholly within twelve months
after the end of the period in which the employees render the related service and are also not expected
to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long¬
term employee benefit. During the year ended 31 March 2025, the Company has incurred an expense on
compensated absences amounting to I 29.29 million (31 March 2024: I 30.79 million). The Company determines
the expense for compensated absences basis the actuarial valuation of the present value of the obligation,
using the Projected Unit Credit Method.

B. Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial
instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company
has classified its financial instruments into three levels prescribed under the Indian Accounting Standard
113. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example,
traded bonds, over-the counter derivatives) is determined using valuation techniques which
maximise the use of observable market data and rely as little as possible on entity-specific
estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument
is included in level 3.

There are no transfers between level 1 and level 2 during the year.

The carrying amounts of the financial assets and liabilities measured at amortised cost are considered
to be their fair values as these carrying amounts are a reasonable approximation of their corresponding
fair values.

II. Financial risk management
Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s
risk management framework. The Board of Directors has constituted a risk management committee which
is responsible for monitoring the Company''s risk Management policies. The risk management committee
reports regularly to the board of directors on its activities. The Company''s audit committee oversees how
management monitors compliance with the Company''s risk management policies and procedures and
reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The
Company''s audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both
regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to
the audit committee. The Company''s risk management policies are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to
limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions
and the Company''s activities. The Company, through its training and management standards and procedures,
aims to maintain a disciplined and constructive control environment in which all employees understand their
roles and obligations.

The Company has exposure to the following risks arising from financial instruments:

a) Credit risk

b) Liquidity risk and

c) Market risk

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial
instrument fails to meet its contractual obligations resulting in a financial loss to the Company. Credit
risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well
as concentration risks. Credit risk arises principally from trade receivables, security deposits, cash and
cash equivalents and deposits with banks and investments in mutual funds. The carrying amount of
financial assets and contract assets represents the maximum credit exposure. The maximum exposure
to credit risk was I 8,171.64 million and I 5,479.11 million as at March 31, 2025 and March 31, 2024 respectively,
being the total of the carrying amount of Other non current financial assets, Trade receivables, Cash and
cash equivalents, Bank balances other than cash and cash equivalents, Investments in mutual funds and
Other current financial assets.

The Company neither holds any collateral as security nor has obtained letters of credit or other forms of
credit insurance. Also, the Company has not obtained any credit derivatives or instruments for its financial
assets outstanding at the reporting period.

a. Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each
customer. However, management also considers the factors that may influence the credit risk of its
customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in
respect of trade and other receivables. The management uses a simplified approach for the purpose
of computation of expected credit loss for trade receivables. An impairment analysis is performed at
each reporting date.

The management has established a credit policy under which each new customer is analysed
individually for creditworthiness before the standard payments and delivery terms and conditions
are offered. The average credit period provided to customers is around 40 days. The Company
review includes external ratings, customer''s credit worthiness, if they are available, and in some
cases bank references.

The customer base of the Company comprises of various corporates, state governments and mutual
fund houses all having sound financial condition. An impairment analysis is performed at each
reporting date on invoice-wise receivable balances.

The Company''s exposure to customers is diversified and no single customer contributes to more
than 10% of outstanding trade receivable and contract assets as at March 31, 2025 and March 31, 2024.

c. Cash and cash equivalents and deposits with banks

Cash and cash equivalents and deposits of the Company are held with banks which have high credit
rating. The Company considers that its cash and cash equivalents and deposits with banks have low
credit risk based on the external credit ratings of the counterparties.

d. Investments in mutual funds

The credit risk for the investments in mutual funds is considered as negligible as the counter parties
are mutual fund agencies with high external credit ratings.

e. Stamp duty receivables

There is no credit risk involved as the receivable amounts from customers are intended for the
purpose of onward remittance to the Registration and Stamps department.

During the year, the Company has made write-offs of trade receivables as disclosed in Note 30 as it
does not expect to receive future cash flows or recoveries from collection of receivables previously
written off. The Company''s management also pursue all legal options for recovery of dues, wherever
necessary, based on its internal assessment.

Refer Note 12 for Reconciliation of loss allowance provision for Trade receivables.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s
approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its
liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Company''s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the
cash flows generated from operations to meet obligations when due and to close out market positions.
Due to the dynamic nature of the underlying businesses, the Company''s treasury maintains flexibility in
funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company''s liquidity position comprising cash and
cash equivalents on the basis of expected cash flows. This is generally carried out in accordance with
practice and limits set by the Company. In addition, the Company''s liquidity management policy involves
projecting cash flows in major currencies and considering the level of liquid assets necessary to meet
these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements
and maintaining debt financing plans. The Company has a net current assets of I 6,706.93 million as at 31
March 2025 (31 March 2024: I 4,494.02 million).

b. Security deposits

It consists of rent, electricity, telephone and other deposits. The Company does not expect any
financial loss as the said deposits are given only to credible vendors/ service providers.

Currency risk

The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency
other than entity''s functional currency, hence exposure to exchange rate fluctuations arises.

Exposure to currency risk

There are no derivative contracts. The summary quantitative data about the Company''s unhedged exposure
to significant currency risk in foreign currency and domestic currency as reported to the management of the
Company is as follows:

iii. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates -
will affect the Company''s revenue from operations or the value of its holdings of financial instruments. The
objective of market risk management is to manage and control market risk exposures within acceptable
parameters, while optimising the return.

Interest rate risk

The Company does not have any borrowings.

Exposure to interest rate risk

The interest rate profile of the Company''s interest-bearing financial instruments as reported to the
management of the Company is as follows:

Cash flow sensitivity analysis for variable-rate instruments

There are no variable rate borrowings of the Comp

---

Mar 31, 2024

N) Provisions, contingent liabilities and contingent assets

Provisions are recognised when there is a present obligation (legal or constructive) as a result of a past

event and it is probable (“more likely than not”) that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance sheet date, considering the risks and uncertainties surrounding the obligation.

If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation, or the amount of the obligation cannot be measured with sufficient reliability, The Company does not recognize a contingent liability but discloses the same as per the requirements of Ind AS 37, unless the probability of outflow of resources embodying economic benefits is remote.

Contingent assets are not recognised in the Standalone Financial Statements since this may result in the recognition of income that may never be realized. However, when the realization of income is virtually certain, then the related asset is not a contingent asset and is recognised.

A contract is considered as onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before

a provision is established, the Company recognises any impairment loss on the assets associated with that contract.

Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.

O) Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial instruments also include derivative contracts such as foreign currency forward contracts, embedded derivatives in the host contract, etc.

Financial assets

Initial recognition and measurement

The Company initially recognises trade receivables and debt securities issued on the date on which they are originated. The Company recognises the other financial assets on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument.

All financial assets are recognised initially at fair value, plus in the case of financial assets are recorded at fair value through profit or loss (FVTPL), transaction costs that are attributable to the acquisition of the financial asset. However, trade receivables which do not contain a significant financial component are measured at transaction value.

Classifications and subsequent measurement Classifications

The Company classifies its financial assets as subsequently measured at either amortised cost or fair value depending on the Company''s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Business model assessment

The Company makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management.

Assessment whether contractual cash flows are solely payments of principal and interest

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

Financial asset at amortised cost

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at Fair value though profit and loss (FVTPL):

a) it is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

b) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (''EIR'') method. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss.

Financial asset at fair value through Other Comprehensive Income (FVOCI)

A financial asset is measured at FVOCI only if it meets both of the following conditions and is not designated as at Fair value though profit and loss (FVTPL):

a) it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets.

b) the contractual terms of the financial asset represent contractual cash flows that are solely payments of principal and interest.

After initial measurement, such financial assets are subsequently measured at fair value with changes in fair value recognised in other comprehensive income (OCI). Interest income is recognised basis EIR method and the losses arising from ECL impairment are recognised in the Standalone Statement of Profit and Loss.

Financial asset at fair value through profit and loss (FVTPL)

Any financial asset, which does not meet the criteria for categorisation as at amortised cost or as FVOCI as described above, is classified as at FVTPL.

These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income are recognized in Standalone Statement of Profit and Loss.

Reclassification of financial assets

Financial assets are not reclassified subsequent to their initial recognition, except in the period after the Company changes its business model for managing financial assets.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company''s Standalone Balance Sheet) when:

• The rights to receive cash flows from the asset have expired, or

• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ''pass-through'' arrangement; and either (a) the Company has transferred substantially all the risks and rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Impairment of financial assets

The Company recognises loss allowances for expected credit losses on financial assets measured at amortised cost. At each reporting date, the Company assesses whether financial assets carried at amortised cost are credit impaired. A financial asset is ''credit impaired'' when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Evidence that a financial asset is credit impaired includes the following observable data:

• significant financial difficulty of the borrower or issuer;

• a breach of contract;

• it is probable that the borrower will enter bankruptcy or other financial reorganization; or

• the disappearance of an active market for security because of financial difficulties.

The Company measures loss allowances at an amount equal to lifetime expected credit losses.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.

Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

12-month expected credit losses are the portion of expected credit losses that result from default events that are possible within 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months).

In all cases, the maximum period considered when estimating expected credit losses is the maximum contractual period over which the Company is exposed to credit risk.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating expected credit losses, the Company considers reasonable and or effort. This includes both quantitative and qualitative information and analysis, based on the Company''s historical experience and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company''s historical experience and informed credit assessment and including forward looking information.

Measurement of expected credit losses Expected credit losses are a probability weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accordance with the contract and the cash flows that the Company expects to receive).

Presentation of allowance for expected credit losses in the Standalone Balance Sheet

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.

Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Company''s procedures for recovery of amounts due.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss or at amortised cost, as appropriate.

All financial liabilities are recognised initially at fair value and, in the case of amortised cost, net of directly attributable transaction costs.

Classification and subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at amortised cost

After initial recognition, financial liabilities are

subsequently measured at amortised cost using the effective interest rate (EIR) method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the Standalone Statement of Profit and Loss.

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities designated upon initial recognition as at fair value through profit or loss.

Gains or losses on liabilities held for trading are recognised in the Standalone Statement of Profit and Loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains and losses attributable to changes in own credit risk are recognised in OCI. These gains and losses are not subsequently transferred to profit and loss. However, the Company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the Standalone Statement of Profit and Loss.

Derecognition of financial liabilities

Company derecognizes a financial liability when its contractual obligations are discharged or cancelled, or expire. Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognized at fair value. The difference between the

O) Financial instruments (Contd.) (Contd.)

Financial liabilities (Contd.)

carrying amount of the financial liability extinguished and a new financial liability with modified terms is recognized in the Standalone Statement of Profit and Loss.

Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is reported in the Standalone Balance Sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or realise the asset and settle the liability simultaneously (''the offset criteria'').

P) Income taxes

Income tax expense comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income.

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities in the Standalone Balance Sheet and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such assets and liabilities are not recognised

if the temporary difference arises from initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised in the Standalone Statement of Profit and Loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively.

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Q) Cash and cash equivalents

Cash and cash equivalents are short-term highly liquid investments that are readily convertible into cash with original maturities of three months or less. Cash and cash equivalents consist primarily of cash and deposits with banks and interest accrued on deposits.

R) Earnings per share

Basic earnings per share (“EPS”) is computed by dividing the net profit or loss after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, net profit or loss after tax for the year and the weighted average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. Dilutive potential equity shares are deemed to be converted as of the beginning of the year, unless they have been issued at a later date.

S) Business combinations

Business combinations have been accounted for using the acquisition method under the provisions of Ind AS 103, Business Combinations. The cost of an acquisition is measured at the fair value of the assets transferred, equity instruments issued and liabilities incurred or assumed at the date of acquisition, which is the date on which control is transferred to the Company. The cost of acquisition also includes the fair value of any contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of acquisition. Transaction cost that the Company incurs in connection with business combination such as finders fees, legal fees, due diligence and other professional fees are charged to equity.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company re-assesses whether it has correctly identified all of the assets

acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in OCI and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.

In case of business combinations taking under scheme of amalgamation approved by Courts in India, the accounting treatment as specified in the court order is followed for recording such business combination.

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Company''s cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.

A cash generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

T) Recent Pronouncements

The Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

F Extension options

Some property leases contain extension options exercisable by the Company up to five years before the end of the non-cancellable contract period. Where practicable, the Company seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Company and not by the lessors. The Company assesses at the lease commencement date whether it is reasonably certain to exercise the extension options. The Company reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

The Company has estimated that the potential future lease payments, should it exercise the extension option, would result in an increase in lease liability of '' 219.45 million.

a. Terms and rights attached to equity shares

The Company has a single class of equity shares having a par value of '' 10 per equity share. Accordingly, all equity shares rank equally with regard to dividends and in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held. Each holder of equity shares is entitled to one vote per share.

Under the shareholders agreement dated 3 August 2017 executed between the Company and its shareholders, and as amended subsequently (“SHA 2017”), one of the shareholders of the Company had been granted a right to subscribe to additional equity shares of the Company upon fulfillment of various performance related and other milestones as defined in the SHA 2017. During the year ended 31 March 2022, the Company and its shareholders have entered into a agreement to terminate the SHA 2017 (“Termination Agreement”) wherein each of the Parties has agreed that, notwithstanding anything contained in the Existing SHA, on and from the Effective Date (as defined in Termination Agreement), the SHA 2017 (including any rights, duties and obligations of the Parties under or incidental to the SHA 2017) shall stand unconditionally and irrevocably terminated and shall cease to have any force or effect without any further action being required from any Party. Also Refer Note 19.

b. For terms and rights attached to RPS, please refer Note 19.

c. Employee stock options:

The Company has granted certain stock options to its employe es and the employees of its subsidiary. For details of shares reserved for issue under the Employee Stock Options Plan of the Company, refer Note 44.

g. During the period of five years immediately preceding the balance sheet date, no shares were allotted as fully paid up pursuant to a contract without payment being received in cash.

h. The Company has not allotted any shares as fully paid by way of bonus shares during the five year period immediately preceding the respective balance sheet date.

i. During the period of previous five years immediately preceding the respective balance sheet date, the Company has bought back 14,987,846 equity shares under Buy-back Plan 2019.

j. Enforcement Directorate (ED) vide its order dated 24 September 2021, has instructed the Company not to facilitate the alienation/ sale/ creation of any lien or liability in respect of shares held by certain shareholders. On 11 March 2022, the Company has received Provisional Attachment Order No. 06/2022 dated 8 March 2022 issued by the Deputy Director, Directorate of Enforcement, Hyderabad Zonal Office, whereby the ED has provisionally attached the equity shares held by those shareholders.Additionally, to the Company''s knowledge, these shares are subjected to an encumbrance in favour of certain lenders of those shareholders. The Company has received a letter dated 09 December 2022, from the Office of Additional Director, Directorate of Enforcement, Hyderabad Zonal Office on 13 December 2022 (“Authority”, and such letter “ED Letter”). Pursuant to the ED Letter, the Authority has communicated that the attachment made pursuant to the provisional attachment order dated March 08, 2022, issued by the Attachment Order has been confirmed by the Adjudicating Authority (PMLA), New Delhi vide its order dated 1 December 2022.

k. Please refer to Note 61 of these Standalone financial statements for the details of subsequent events relating to the proposed dividend.

(a) Capital reserve

Reserve created was on cancellation of equity shares pursuant to Scheme of amalgamation approved by National Company Law Tribunal during year ended 31 March 2019.

(b) Share application money pending allotment

Amount received in respect of exercise of stock options, pending allotment as of year-end. This will subsequently be adjusted at the time of allotment of shares.

(c) Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The fair value of employee stock options is recognised in securities premium once the shares have been alloted on exercise of the options. It can be utilised in accordance with the provisions of the Companies Act, 2013.

(d) Retained earnings

Retained earnings represents the net profits after all distributions and transfers to other reserves. It can be utilised or distributed in accordance with the provisions of the Companies Act, 2013.

(e) Share-based payment reserve

The Company has established various equity-settled share based payments plans for certain categories of employees of the Company and its subsidiaries. Refer Note 44 for further details on these plans.

(f) Capital redemption reserve

The balance as of April 1, 2023 represents the reserve created for cancellation of 14,987,846 equity shares bought back under buy back plan in financial year 2019-20 (Refer Note 17). The current year movement represents addition on account of buyback of redeemable preference shares.

(g) General reserve

The general reserve is used time to time to transfer profits/ reserve from retained earning/ other component of equity such as Debenture Redemption Reserve (DRR) for appropriation purposes. There is no policy of regular transfer. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to Standalone statement of profit and loss.

(i) Redeemable preference share (unsecured)

(a) Terms and rights attached to RPS:-

On 25 October 2021, the Company issued 1,000 non-convertible redeemable preference shares having face value of '' 200 each share (“RPS”) at par on a private placement basis for a maximum period of 20 years from the date of issue. These RPS shall not carry any voting rights. The RPS shall be subordinated to the existing indebtedness of the Company and any future senior debt that the Company may take.

The RPS shall be redeemed by the Company in accordance with the provisions of the Companies Act, 2013 and the Share Subscription Agreement (“SSA”) dated 28 May 2021 on or after 25 October 2023 (“the Target Redemption Date"") and a redemption premium of '' 1,340.00 million shall be payable by the Company subject to satisfaction of the conditions prescribed under the SSA. These RPS carry preferential non-cumulative dividend rate of 0.0001% per annum (“Preferential Dividend”), which shall be applicable until 25 October 2023. The dividend shall be due only when declared by the Board. In the event that the RPS are not redeemed on the Target Redemption Date or within 60 (sixty) days therefrom, in accordance with the SSA, then the dividend rate applicable on the RPS for the period after the Target Redemption Date, shall stand revised to a preferential cumulative dividend rate of 7% per annum, which shall further increase by 200 bps per annum at every anniversary of the Target Redemption Date, subject to a maximum of 13% per annum. The payment of such dividend shall be subject to deduction and withholding of taxes by the Company as per applicable law. The RPS shall be non-participating in the surplus funds and surplus assets. The RPS are transferable subject to the conditions mentioned under SSA.

(b) Pursuant to a subscription agreement dated 28 May 2021 between the Company and certain individuals, who were minority shareholders of the Company at such time, with regard to termination of rights of such shareholders and Permitted Assignees (other than such shareholders), in terms of the said agreement, who were also shareholders of the Company, under the then existing Shareholders Agreement dated 3 August 2017 (as amended pursuant to a supplemental agreement dated 3 April 2020), the Company was obligated for an amount of '' 1,640.00 million. The net amount payable after recovering, in terms of the said agreement, an indemnity of '' 300.00 million is '' 1,340.00 million payable after a period of two years i.e. on or after 25 October 2023. The Company issued RPS carrying maturity amount of '' 1,340.00 million ('' 1,640.00 million offset by '' 300.00 million) through agreement dated 28 May 2021. Accordingly, an amount of '' 1,482.94 million (amortised cost of '' 1,640.00 million) has been debited to other equity representing the obligations to the shareholders with a corresponding credit of '' 1,182.91 million and '' 300.00 million to non-current borrowings (representing amount payable to the said shareholders under RPS net of indemnity of '' 300.00 million) and current financial liability (representing amount payable to the past Client (Refer Note 35), respectively. The current financial liability has been settled by transfer of investments as mentioned in Refer Note 35. The balance of '' 157.09 million ('' 1,340.00 million less '' 1,182.91 million) will be charged to Standalone statement of Profit and Loss over the period of borrowing as interest cost under effective interest rate method as prescribed under Ind AS 109 -Financial Instruments.

(c) The Board of Directors of the Company approved a proposal for buy-back of 1,000 Non-convertible Redeemable Preference Shares (RPS) of the Company having face value of '' 200 each fully paid up at a buy back price of '' 1,340,200.001 per RPS, which is inclusive of all taxes including buyback tax required to be paid by the Company aggregating to '' 1,340.20 million (Buyback Consideration). This was approved by Company''s shareholders at the Extra-ordinary General Meeting (''EGM'') held on 23 October 2023. The Company has completed the buyback process on 30 November 2023.

The Company periodically receives notices and inquiries from tax authorities related to Company''s operations and returns filed.

C. The Company is a party to certain pending cases with regulatory authorities relating to the initial public offerings of its customers that have taken place in earlier years. These cases are pending at various levels of legal disposition. In the assessment of the management and as legally advised, these matters are unlikely to have a material impact on the Standalone financial statements of the Company.

D. The Hon''ble Supreme Court of India (“SC”) by their order dated 28 February 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The Company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the contingent liability section in the Standalone Financial Statements. The impact of the same is not ascertainable.

E. The Company is party to certain cases relating to customer complaints which are at various levels of resolution and litigations. The management is confident of resolution of these cases in its favour and does not expect any material impact on the standalone financial statements. Further, the Company is proforma party to certain cases relating to succession matters, partition suits etc. which are at various levels of resolution and litigations. There is no direct involvement of the company in these matters and accordingly having no material impact on the standalone financial statements.

The Company is contesting the above mentioned demands and the Management believes that its position will likely be upheld in the appellate process and accordingly no expense has been accrued in the Company''s standalone financial statements for the demand raised/ show cause notice received as the ultimate outcome of these proceedings will not have a material adverse effect on the standalone financial statements. Further, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgement/ decisions pending with various forums/ authorities.

35 The pre-amalgamated Company (Refer Note 43(A)) was the Registrar and Transfer Agent (RTA) of a past Client (“the Client”) until 5 April 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 into 1,000,000 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 (Refer Note 19) issued in October 2021, by '' 300.00 million (Refer Note 19(i)(b)). The dividend received on such shares by the Company in the financial year 2021-22 of '' 4.08 million was also transferred back to the Client. Intimation letters were sent to the Client and SEBI on 15 November 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 of up to '' 70.00 million (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 '' 78.41 million as at 31 March 2024. Pending the final settlement of terms to be agreed with the Client, the Management has measured the provision at its best estimate."

36 Disclosure as required under the Micro, Small and Medium Enterprises Development Act, 2006 ("the MSMED Act") based on the information available with the Company

The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under the MSMED Act. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the standalone financial statements based on information received and available with the Company. Further, in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMED Act is not expected to be material. The Company has not received any claim for interest from any supplier under the said MSMED Act.

37 Operating Segments

In accordance with Ind AS 108 - Operating Segments, information pertaining to operating segments is disclosed in the consolidated financial statements of the Company and accordingly, no separate disclosures have been furnished in these standalone financial statements of the Company.

38 Employee benefits

The Company contributes to the following post-employment defined benefit/ contribution plans in India.

(i) Defined contribution plans:

Employees'' State Insurance

The Company makes contribution towards Employee state insurance for its employees. The Company''s contribution to the Employees'' State Insurance is deposited with the government.

Provident fund:

The Company makes contribution towards provident fund for employees. The Company''s contribution to the Employees'' Provident Fund is deposited with the Government under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. The contribution paid under the plan by the Company is at the rate specified under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952.

During the year, the Company has recognised following amounts in the standalone statement of profit and loss (included in Note 28 - Employee benefits expense):

(ii) Defined benefit plan:

The Company makes annual contribution to a gratuity fund administered by trustees and managed by Life Insurance Corporation of India (LIC). Every employee is entitled to a benefit equivalent to fifteen days'' salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier.

The defined benefit plan exposes the Company to actuarial risks such as longevity risk, interest rate risk and market/ investment risk.

A. Based on the actuarial valuation obtained in this respect, the following table sets out the status of the gratuity plan and the amounts recognised in the Company''s financial statements as at balance sheet date:

Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Other long-term employee benefits:

The Company provides compensated absences benefits to the employees of the Company which can be carried forward to future years. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long-term employee benefit. During the year ended 31 March 2024, the Company has incurred an expense on compensated absences amounting to '' 30.79 million (31 March 2023: '' 21.56 million). The Company determines the expense for compensated absences basis the actuarial valuation of the present value of the obligation, using the Projected Unit Credit Method.

B. Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standard 113. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between level 1 and level 2 during the year.

Valuation process

The finance department of the Company performs the valuation of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer. Discussions of valuation processes and results are held between the finance controller and the finance team at least once every quarter.

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has constituted a risk management committee which is responsible for monitoring the Company''s risk Management policies. The risk management committee reports regularly to the board of directors on its activities. The Company''s audit committee oversees how management monitors compliance with the Company''s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The Company''s audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company has exposure to the following risks arising from financial instruments:

a) Credit risk

b) Liquidity risk and

c) Market risk

40 Financial instruments - Fair values and risk management (Contd.)

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations resulting in a financial loss to the Company. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. Credit risk arises principally from trade receivables, advances, security deposits, cash and cash equivalents and deposits with banks. The carrying amount of financial assets and contract assets represents the maximum credit exposure. The maximum exposure to credit risk was '' 4,060.29 million and '' 2,144.36 million as at March 31, 2024 and March 31, 2023 respectively, being the total of the carrying amount of Other non current financial assets, Trade receivables, Cash and cash equivalents, Bank balances other than cash and cash equivalents and Other current financial assets.

The Company neither holds any collateral as security nor has obtained letters of credit or other forms of credit insurance. Also, the Company has not obtained any credit derivatives or instruments for its financial assets outstanding at the reporting period.

a. Staff advances

It consists of employee receivables. The Company does not expect any financial loss as the said advances are only given to confirmed employees of the organisation.

b. Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. An impairment analysis is performed at each reporting date.

The management has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payments and delivery terms and conditions are offered. The average credit period provided to customers is around 40 days. The Company review includes external ratings, customer''s credit worthiness, if they are available, and in some cases bank references.

The customer base of the Company comprises of various corporates, state governments and mutual fund houses all having sound financial condition. An impairment analysis is performed at each reporting date on invoice-wise receivable balances.

The Company''s exposure to customers is diversified and no single customer contributes to more than 10% of outstanding trade receivable and contract assets as at March 31,2024 and March 31,2023.

c. Cash and cash equivalents and deposits with banks

Cash and cash equivalents of the Company are held with banks which have high credit rating. The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

d. Investments in equity instrument of other companies and mutual funds

The credit risk for the investments in equity instrument of other companies and mutual funds is considered as negligible as the counter parties are reputable Companies and mutual fund agencies with high external credit ratings.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the cash flows generated from operations to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, the Company''s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company''s liquidity position comprising cash and cash equivalents on the basis of expected cash flows. This is generally carried out in accordance with practice and limits set by the Company. In addition, the Company''s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Company has a net current assets of '' 4,494.02 million as at 31 March 2024 (31 March 2023: '' 2,227.26 million).

Cash flow sensitivity analysis for variable-rate instruments

There are no variable rate borrowings of the Company. Hence, change in interest rates would not have an impact on cash flows of the Company.

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Currency risk

The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity''s functional currency, hence exposure to exchange rate fluctuations arises.

The Company''s objectives when managing capital are to

a) safeguard their ability to continue as a going concern so that it can continue to provide return for shareholders and benefits for other stakeholders and

b) maintain an optimal capital structure to reduce the cost of capital.

c) ensure compliance with regulatory minimum networth required to be maintained in accordance with SEBI guidelines.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell to reduce debt.

Consistent with others in the industry, the Company monitors capital on the basis of the following gearing ratio: Net debt (total borrowings net of cash and cash equivalents and current equity instrument of other companies and investment in mutual funds) divided by total ''equity'' (as shown in the balance sheet, excluding Capital reserve, Capital redemption reserve, Debenture redemption reserve, Share based payment reserve and Statutory reserve).

A) Amalgamation of the ''RTA undertaking'' of KCL into the Company and Amalgamation of KCPL into the Company

The Board of Directors of the Company in their meeting held on 2 August 2017 approved a Composite Scheme of Arrangement and Amalgamation between Karvy Consultants Limited (KCL), Karvy Computershare Private Limited (KCPL), the Company and their respective shareholders under the relevant provisions of the Companies Act, 2013 (''the Scheme''). The Scheme has been approved by the National Company Law Tribunal (NCLT) vide their order dated 23 October 2018 which has been filed with the Registrar of Companies on 17 November 2018. Therefore, the Scheme became effective on 17 November 2018.

As per the Scheme, the ''RTA undertaking'' of KCL (as explained below) and KCPL were amalgamated into the Company with effect from 17 November 2018, the details of which are given below:

Amalgamation of the ''RTA undertaking'' of KCL into the Company

In the Scheme, the ''RTA undertaking'' of KCL is defined as the assets and liabilities relating to the Registrar and Transfer Agent (RTA) business of KCL including the investment held by KCL (50% equity stake) in KCPL. In accordance with the Scheme, this RTA Undertaking of KCL was amalgamated into the Company with effect from 17 November 2018 in consideration of issue of 110,000,015 equity shares of '' 10 each of the Company to the shareholders of KCL (as per the share swap ratio approved in the Scheme).

As specified in the Scheme, this amalgamation was accounted for in accordance with the Purchase method of accounting as per Accounting Standard 14 - on ''Accounting for Amalgamations''. Accordingly:

a) all assets and liabilities of the RTA Undertaking of KCL including the investment held by KCL in KCPL were recorded at their existing book values as at November 16, 2018 (as certified by the independent auditors of KCL);

b) the consideration, being the face value of the said equity shares issued by the Company to the shareholders of KCL was recorded at par value; and

c) the difference between a) and b) above amounting to '' 1,093.75 million was recorded as Goodwill.

Amalgamation of KCPL into the Company

On 17 November 2018, the Company acquired a 50% stake in KCPL from an existing shareholder. Further, on 17 November 2018, the ''RTA Undertaking'' of KCL was amalgamated into the Company, thus vesting the remaining 50% stake of KCPL to the Company. Accordingly, on 17 November 2018, KCPL became a wholly owned subsidiary of the Company. However, the amalgamation of KCPL into the Company also became effective on the same day, and hence, KCPL was merged into KFPL on 17 November 2018.

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Mar 31, 2023

Trade receivables are unsecured and are derived from revenue from operations i.e. fee revenue and recoverable expenses revenue. No interest is charged on the outstanding balance, regardless of the age of the balance. The Company applies Expected Credit Loss (ECL) model for measurement and recognition of impairment loss towards expected risk of delays and default in collection. The Management of the Company has used a practical expedient by computing the expected credit loss allowance based on a provision matrix. Management makes specific provision in cases where there are known specific risks of customer default in making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as per the provision matrix.

a. Terms and rights attached to equity shares

The Company has a single class of equity shares having a par value of '' 10 per equity share. Accordingly, all equity shares rank equally with regard to dividends and in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held. Each holder of equity shares is entitled to one vote per share.

Under the shareholders agreement dated 3 August 2017 executed between the Company and its shareholders, and as amended subsequently ("SHA 2017"), one of the shareholders of the Company had been granted a right to subscribe to additional equity shares of the Company upon fulfillment of various performance related and other milestones as defined in the SHA 2017. During the year ended 31 March 2022, the Company and its shareholders have entered into a agreement to terminate the SHA 2017 ("Termination Agreement") wherein each of the Parties has agreed that, notwithstanding anything contained in the Existing SHA, on and from the Effective Date (as defined in Termination Agreement), the SHA 2017 (including any rights, duties and obligations of the Parties under or incidental to the SHA 2017) shall stand unconditionally and irrevocably terminated and shall cease to have any force or effect without any further action being required from any Party. Also Refer Note 20

Employee stock options:

The Company has granted certain stock options to its employees and the employees of its subsidiary. For details of shares reserved for issue under the Employee Stock Options Plan of the Company, Refer Note 45.

f. During the period of five years immediately preceding the respective balance sheet date, no shares were allotted as fully paid up pursuant to a contract without payment being received in cash other than 110,000,015 equity shares of '' 10 each.

g. The Company has not allotted any shares as fully paid by way of bonus shares during the five year period immediately preceding the respective balance sheet date.

h. During the period of previous five years immediately preceding the respective balance sheet date, the Company has bought back 14,987,846 equity shares under Buy-back Plan 2019.

i. Enforcement Directorate (ED) vide its order dated 24 September 2021, has instructed the Company not to facilitate the alienation/ sale/ creation of any lien or liability in respect of shares held by certain shareholders. On 11 March 2022, the Company has received Provisional Attachment Order No. 06/2022 dated 8 March 2022 issued by the Deputy Director, Directorate of Enforcement, Hyderabad Zonal Office, whereby the ED has provisionally attached the equity shares held by those shareholders.Additionally, to the Company''s knowledge, these shares are subjected to an encumbrance in favour of certain lenders of those shareholders.

The Company has received a letter dated 09 December 2022, from the Office of Additional Director, Directorate of Enforcement, Hyderabad Zonal Office on 13 December 2022 ("Authority", and such letter "ED Letter"). Pursuant to the ED Letter, the Authority has communicated that the attachment made pursuant to the provisional attachment order dated March 08, 2022, issued by the Attachment Order has been confirmed by the Adjudicating Authority (PMLA), New Delhi vide its order dated 1 December 2022.

Nature and purpose of other reserves

(a) Capital reserve

Reserve created was on cancellation of equity shares pursuant to Scheme of amalgamation approved by National Company Law Tribunal during year ended 31 March 2019.

(b) Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. The fair value of employee stock options is recognised in securities premium once the shares have been alloted on exercise of the options. It can be utilised in accordance with the provisions of the Comapnies Act, 2013.

(c) Debenture redemption reserve

According to Section 71 of the Companies Act 2013, where a Company issues debentures, it is required to create a debenture redemption reserve for the redemption of such debentures. The Central Government on 16 August 2019 has amended the Companies (Share Capital and Debentures) Rules 2014 to exclude listed companies having privately placed debentures from the requirement of maintaining DRR. Accordingly, the Company has not transferred any amount to DRR from the year ended 31 March 2020.

on 29 December 2021, the Company repaid the debentures and thereby the reserve was no longer required and transferred to general reserve.

(d) Retained earnings

Retained earnings represents the net profits after all distributions and transfers to other reserves. It can be utilised or distributed in accordance with the provisions of the Companies Act, 2013.

(e) Share-based payment reserve

The Company has established various equity-settled share based payments plans for certain categories of employees of the Company and its subsidiaries. Refer Note 45 for further details on these plans.

(f) Capital redemption reserve

Represents reserve created for cancellation of 14,987,847 equity shares bought back under buy back plan in financial year 2019-2020.(Refer Note 18).

(g) General reserve

The general reserve is used time to time to transfer profits/ reserve from retained earning/ other component of equity (such as DRR) for appropriation purposes. There is no policy of regular transfer. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to Standalone statement of profit and loss. (Refer Note 19(c) above)

(i) Redeemable preference share (unsecured)

(a) Terms and rights attached to RPS:-

On 25 October 2021, the Company issued 1,000 non-convertible redeemable preference shares having face value of '' 200 each share ("RPS") at par on a private placement basis for a maximum period of 20 years from the date of issue. These RPS shall not carry any voting rights. The RPS shall be subordinated to the existing indebtedness of the Company and any future senior debt that the Company may take.

The RPS shall be redeemed by the Company in accordance with the provisions of the Companies Act, 2013 and the Share Subscription Agreement ("SSA") dated 28 May 2021 on or after 25 October 2023 ("the Target Redemption Date"") and a redemption premium of '' 1,340.00 million shall be payable by the Company subject to satisfaction of the conditions prescribed under the SSA. These RPS carry preferential non-cumulative dividend rate of 0.0001% per annum ("Preferential Dividend"), which shall be applicable until 25 October 2023. The dividend shall be due only when declared by the Board. In the event that the RPS are not redeemed on the Target Redemption Date or within 60 (sixty) days therefrom, in accordance with the SSA, then the dividend rate applicable on the RPS for the period after the Target Redemption Date, shall stand revised to a preferential cumulative dividend rate of 7% per annum, which shall further increase by 200 bps per annum at every anniversary of the Target Redemption Date, subject to a maximum of 13% per annum. The payment of such dividend shall be subject to deduction and withholding of taxes by the Company as per applicable law. The RPS shall be non-participating in the surplus funds and surplus assets. The RPS are transferable subject to the conditions mentioned under SSA.

(b) Pursuant to a subscription agreement dated 28 May 2021 between the Company and certain individuals, who were minority shareholders of the Company at such time, with regard to termination of rights of such shareholders and Permitted Assignees (other than such shareholders), in terms of the said agreement, who were also shareholders of the Company, under the then existing Shareholders Agreement dated 3 August 2017 (as amended pursuant to a supplemental agreement dated 3 April 2020), the Company was obligated for an amount of '' 1,640.00 million. The net amount payable after recovering, in terms of the said agreement, an indemnity of '' 300.00 Million is '' 1,340.00 Million payable after a period of two years i.e. on or after 25 October 2023. The Company has issued RPS carrying maturity amount of '' 1,340.00 million ('' 1,640.00 Million offset by '' 300.00 Million) through agreement dated 28 May 2021. Accordingly, an amount of '' 1,482.94 Million (amortised cost of '' 1,640.00 million) has been debited to other equity representing the obligations to the shareholders with a corresponding credit of '' 1,182.91 Million and '' 300.00 Million to non-current borrowings (representing amount payable to the said shareholders under RPS net of indemnity of '' 300.00 million) and current financial liability (representing amount payable to the past Client (Refer Note 36), respectively. The current financial liability has been settled by transfer of investments as mentioned in Refer Note 36. The balance of '' 157.09 Million ('' 1,340.00 Million less '' 1,182.91Million) will be charged to Standalone statement of Profit and Loss over the period of borrowing as interest cost under effective interest rate method as prescribed under Ind AS 109 - Financial Instruments. As at 31 March 2023, out of '' 157.09 Million, '' 117.58 Million is expensed in the Standalone statement of Profit and Loss as interest cost.

Further, the Company periodically receives notices and inquiries from income tax authorities related to Company''s operations and returns filed.

C. The Company is a party to certain pending cases with regulatory authorities relating to the initial public offerings of its customers that have taken place in earlier years. These cases are pending at various levels of legal disposition. In the assessment of the management and as legally advised, these matters are unlikely to have a material impact on the Standalone financial statements of the Company.

D. The Hon''ble Supreme Court of India ("SC") by their order dated 28 February 2019, in the case of Surya Roshani Limited & others v/s EPFO, set out the principles based on which allowances paid to the employees should be identified for inclusion in basic wages for the purposes of computation of Provident Fund contribution. The Company has started complying with this prospectively from the month of March 2019. In respect of the past period there are significant implementation and interpretative challenges that the management is facing and is awaiting for clarity to emerge in this regard, pending which, this matter has been disclosed under the contingent liability section in the Standalone Financial Statements. The impact of the same is not ascertainable.

E. In September 2018, the Company received show-cause notice from Pension Fund Regulatory and Development Authority (''PFRDA'') letter alleging the Company for undertaking a regulated activity of Point of Presence (POP) - Service establishment and serviced UTI POP without any approval from PFRDA to act in that capacity. The Company submitted its responses to PFRDA and all hearings have been attended. The inquiry proceedings were disposed off without requiring any further action as no contravention alleged in the show cause notice were found established. The matter is concluded without levy of any penalty.

F. The Company received a letter dated 24 August 2021 from PFRDA seeking compensation amounting to '' 26.30 Million towards breach of SLA for the delay in dispatch of PRAN kits and Annual Statement of Transactions (SOT) to the subscribers during Covid 19 lockdown. The Company submitted its response stating the factual position and reasons for the delay and that no loss has been suffered by any subscriber, therefore, there should not be any compensation claim. PFRDA vide its letter dated 23 August 2022 and 7 October 2022 has granted waiver of compensation for breach of SLA and accordingly, the matter has been concluded in favor of the Company without any interest/ penalty.

G. On 5 April 2022, the Company received a show cause notice from SEBI dated 31 March 2022 seeking explanation as to why an inquiry along with penalty should not be initiated under certain provisions of the regulations in relation to RTA inspection held for the period 1 January 2019 to 31 December 2019. The Company has filed a settlement application with SEBI in accordance with Securities and Exchange Board of India (Settlement Proceedings) Regulations, 2018 without admitting or denying any of the allegations made in the show cause notice and have paid the required settlement charges and received the final settlement order from SEBI on 4 November 2022.

H. The Company is party to certain cases relating to customer complaints which are at various levels of resolution and litigations. The management is confident of resolution of these cases in its favour and does not expect any material impact on the standalone financial statements. Further, the Company is proforma party to certain cases relating to succession matters, partition suits etc. which are at various levels of resolution and litigations. There is no direct involvement of the company in these matters and accordingly having no material impact on the standalone financial statements.

The Company is contesting the above mentioned demands and the Management believes that its position will likely be upheld in the appellate process and accordingly no expense has been accrued in the Company''s standalone financial statements for the demand raised/ show cause notice received as the ultimate outcome of these proceedings will not have a material adverse effect on the standalone financial statements.

36. The pre-amalgamated Company (Refer Note 44(A)) was the Registrar and Transfer Agent (RTA) of a past Client ("the Client") until 5 April 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 into 1,000,000 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 (Refer 20(i)(a)) issued in October 2021, by '' 300.00 Million (Refer Note 20(i)(b)). The dividend received on such shares by the Company in the financial year 2021-22 of '' 4.08 million was also transferred back to the Client. Intimation letters were sent to the Client and SEBI on 15 November 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 of up to '' 70.00 Million (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 '' 72.56 Million as at 31 March 2023. Pending the final settlement of terms to be agreed with the Client, the Management has measured the provision at its best estimate.

37. Disclosure as required under the Micro, Small and Medium Enterprises Development Act, 2006 ("the MSMED Act”) based on the information available with the Company.

The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under the MSMED Act. Accordingly, the disclosure in respect of the amounts payable to such enterprises has been made in the standalone financial statements based on information received and available with the Company. Further, in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the MSMED Act is not expected to be material. The Company has not received any claim for interest from any supplier under the said MSMED Act.

38. Segment information

In accordance with Ind AS 108 - Operating Segments, segment information is disclosed in the consolidated financial statements of the Company and accordingly no separate segment disclosures have been furnished in these standalone financial statements of the Company.

39. Employee benefits

The Company contributes to the following post-employment defined benefit/ contribution plans in India.

(i) Defined contribution plans:

Employees'' State Insurance

The Company makes contribution towards Employee state insurance for its employees. The Company''s contribution to the Employees'' State Insurance is deposited with the government.

Provident fund:

The Company makes contribution towards provident fund for employees. The Company''s contribution to the Employees'' Provident Fund is deposited with the Government under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952. The contribution paid under the plan by the Company is at the rate specified under the Employees'' Provident Fund and Miscellaneous Provisions Act, 1952.

(ii) Defined benefit plan:

The Company makes annual contribution to a gratuity fund administered by trustees and managed by Life Insurance Corporation of India (LIC). Every employee is entitled to a benefit equivalent to fifteen days'' salary last drawn for each completed year of service in line with the Payment of Gratuity Act, 1972. The same is payable at the time of separation from the Company or retirement, whichever is earlier.

G. Discount rate:

The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.

Expected rate of return on plan assets: This is based on the expectation of the average long-term rate of return expected on investments of the fund during the estimated term of the obligations.

Salary escalation rate: The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors such as supply and demand in the employment market.

Other long-term employee benefits: The Company provides compensated absences benefits to the employees of the Company which can be carried forward to future years. Since the compensated absences do not fall due wholly within twelve months after the end of the period in which the employees render the related service and are also not expected to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long-term employee benefit. During the year ended 31 March 2023, the Company has incurred an expense on compensated absences amounting to '' 21.56 Million (31 March 2022: '' 17.57 Million). The Company determines the expense for compensated absences basis the actuarial valuation of the present value of the obligation, using the Projected Unit Credit Method.

B. Fair value hierarchy

This section explains the judgments and estimates made in determining the fair values of the financial instruments that are:

(a) recognised and measured at fair value and

(b) measured at amortised cost and for which fair values are disclosed in the financial statements.

To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into three levels prescribed under the Indian Accounting Standard 113. An explanation of each level follows underneath the table.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.

There are no transfers between level 1 and level 2 during the year.

Valuation process

The finance department of the Copmany performs the valuation of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Chief Financial Officer. Discussions of valuation processes and results are held between the finance controller and the finance team at least once every quarter.

The carrying amounts of the financial assets and liabilities measured at amortised cost are considered to be their fair values as these carrying amounts are a reasonable approximation of their corresponding fair values

II. Financial risk management

Risk management framework

The Company''s Board of Directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The Board of Directors has constituted an Audit Committee which is responsible for monitoring the Company''s risk management policies. The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

The Company has exposure to the following risks arising from financial instruments:

a) Credit risk ;

b) Liquidity risk ; and

c) Market risk

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations resulting in a financial loss to the Company. Credit risk encompasses both the direct risk of default and the risk of deterioration of credit worthiness as well as concentration risks. Credit risk arises principally from trade receivables, advances, security deposits, cash and cash equivalents and deposits with banks.

a. Loans

It consists of employee payables. The Company does not expect any as the said loans are only given to confirmed employees of the organisation.

b. Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk of the industry and country in which customers operate.

The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for trade receivables. An impairment analysis is performed at each reporting date.

The management has established a credit policy under which each new customer is analysed individually for creditworthiness before the standard payments and delivery terms and conditions are offered. The average credit period provided to customers is around 40 days. The Company review includes external ratings, customer''s credit worthiness, if they are available, and in some cases bank references.

The customer base of the Company comprises of various corporate, state governments and mutual fund houses all having sound financial condition. An impairment analysis is performed at each reporting date on invoice wise receivables balances.

Geographical concentration of trade receivables (gross) is based on the location of the customers.

Cash and cash equivalents and deposits with banks

Cash and cash equivalents of the Company are held with banks which have high credit rating. The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

Investments in equity instrument of other companies and mutual funds

The credit risk for the investments in equity instrument of other companies and mutual funds is considered as negligible as the counter parties are reputable Companies and mutual fund agencies with high external credit ratings.

During the year, the Company has made write-offs of trade receivables as disclosed in Note 32 as it does not expect to receive future cash flows or recoveries from collection of receivables previously written off. The Company''s management also pursue all legal options for recovery of dues, wherever necessary, based on its internal assessment

Refer Note 12 for Reconciliation of loss allowance provision for Trade receivables.

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the cash flows generated from operations to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, the Company''s treasury maintains flexibility in funding by maintaining availability under committed credit lines.

Management monitors rolling forecasts of the Company''s liquidity position comprising cash and cash equivalents on the basis of expected cash flows. This is generally carried out in accordance with practice and limits set by the Company. In addition, the Company''s liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans. The Company has a net current assets of '' 2,224.24 Million as at 31 March 2023 (31 March 2022: '' 1,614.15 Million).

iii. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s revenue from operations or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

Interest rate risk

The Company does not have any borrowings with variable rates. Company has all of its borrowings at fixed rate. The Company has issued Non convertible borrowings at fixed interest rate.

Cash flow sensitivity analysis for variable-rate instruments

There are no variable rate borrowings of the Company. Hence, change in interest rates would not have an impact on cash flows of the Company

Fair value sensitivity analysis for fixed-rate instruments

The Company does not account for any fixed-rate financial assets or financial liabilities at fair value through profit or loss. Therefore, a change in interest rates at the reporting date would not affect profit or loss.

Currency risk

The Company is exposed to foreign currency risk on certain transactions that are denominated in a currency other than entity''s functional currency, hence exposure to exchange rate fluctuations arises.

42. Capital management

The Company''s objectives when managing capital are to

a) safeguard their ability to continue as a going concern so that it can continue to provide return for shareholders and benefits for other stakeholders: and

b) maintain an optimal capital structure to reduce the cost of capital.

c) ensure compliance with regulatory minimum networth required to be maintained in accordance with SEBI guidelines.

In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell to reduce debt.

Debt covenants

Under the terms of the debentures agreement , the Company is required to comply with the following financial covenants:

a) DSCRA not less than 1.1 times during the tenure of the debentures.

b) Maximum Net Debt/ EBITDA not to exceed 3.75 times.

The Company complied with these covenants till the date of repayment and these are not applicable thereafter.

Further, the SEBI (Registrars to an Issue and Share Transfer Agents), Rules and Regulations, 1993 require the Company to maintain a minimum net worth of '' 50 Million at all times. Such net worth is computed based on a formula given in the SEBI guidelines as per which Net worth = Share capital Free reserves and surplus - debit balance in the P&L - Preliminary expenses not written off - Intangible assets - Deferred Tax assets. For computing this net worth, the carrying value of goodwill amounting to '' 5,162.56 as at 31 March 2023, (31 March 2022: '' 5,162.56 million) that has arisen on account of the business combinations is not deducted by the management. This is consistent with the methodology followed by the Company in the submissions made earlier to SEBI and is based on legal advice obtained by the Company. Basis such computation, the Company is in compliance with the minimum net worth criteria as per aforementioned SEBI guidelines.

For the year ended 31 March 2023, the goodwill impairment has been assessed at the CGU level. The recoverable amount of the Goodwill has been determined as per value in use method using discounted cash flows. The values assigned to the key assumptions represent management''s assessment of future trends in the relevant industries and have been assigned based on historical data both from external and internal sources.

The projections cover a reasonable period that the Company believes this to be the most appropriate timescale over which to review and consider annual performances before applying a fixed terminal value multiple to the final year cash flows. The growth rates used to estimate future performance are based on the conservative estimates from past performance. The Company has performed sensitivity analysis around the base assumptions and have concluded that no reasonable changes in key assumptions would cause the recoverable amount of the CGU to be less than the carrying value.

The Company performs an annual impairment test of goodwill. The latest impairment test was performed for the year ended 31 March 2023 and the actual performance of the CGU has been monitored against the budgets for the year ended 31 March 2024.

• The discount rate is a post-tax measure estimated based on the historical industry average weighted-average cost of capital.

• The cash flow projections include specific estimates for five years and a terminal growth rate thereafter. The terminal growth rate has been determined based on management''s estimate of the long-term compound annual growth rate, consistent with the assumptions that a market participant would make.

• Budgeted revenue has been estimated taking into account past experience and expected growth in the next five years.

The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the cash - generating unit.

44 Business combination(A) Amalgamation of the ''RTA undertaking'' of KCL into the Company and Amalgamation of KCPL into the Company

The Board of Directors of the Company in their meeting held on 2 August 2017 approved a Composite Scheme of Arrangement and Amalgamation between Karvy Consultants Limited (KCL), Karvy Computershare Private Limited (KCPL), the Company and their respective shareholders under the relevant provisions of the Companies Act, 2013 (''the Scheme''). The Scheme has been approved by the National Company Law Tribunal (NCLT) vide their order dated 23 October 2018 which has been filed with the Registrar of Companies on 17 November 2018. Therefore the Scheme has become effective on 17 November 2018.

As per the Scheme, the ''RTA undertaking'' of KCL (as explained below) and KCPL were amalgamated into the Company with effect from 17 November 2018, the details of which are given below:

Amalgamation of the ''RTA undertaking'' of KCL into the Company

I n the Scheme, the ''RTA undertaking'' of KCL is defined as the assets and liabilities relating to the Registrar and Transfer Agent (RTA) business of KCL including the investment held by KCL (50% equity stake) in KCPL. In accordance with the Scheme, this RTA Undertaking of KCL has been amalgamated into the Company with effect from 17 November 2018 in consideration of issue of 110,000,015 equity shares of '' 10 each of the Company to the shareholders of KCL (as per the share swap ratio approved in the Scheme).

As specified in the Scheme, this amalgamation has accounted for in accordance with the Purchase method of accounting as per Accounting Standard 14 - on ''Accounting for Amalgamations''. Accordingly:

a) all assets and liabilities of the RTA Undertaking of KCL including the investment held by KCL in KCPL have been recorded at their existing book values as at November 16, 2018 (as certified by the independent auditors of KCL);

b) the consideration, being the face value of the said equity shares issued by the Company to the shareholders of KCL has been recorded at par value; and

c) the difference between a) and b) above amounting to '' 1,093.75 Million has been recorded as Goodwill.

Amalgamation of KCPL into the Company

On 17 November 2018, the Company acquired a 50% stake in KCPL from an existing shareholder. Further, on 17 November 2018, the ''RTA Undertaking'' of KCL got amalgamated into the Company, thus vesting the remaining 50% stake of KCPL to the Company. Accordingly, on 17 November 2018, KCPL became a wholly owned subsidiary of the Company. However, the amalgamation of KCPL into the Company also became effective on the same day, and hence, KCPL got merged into KFPL on 17 November 2018.

As specified in the Scheme, the Company has accounted for the amalgamation as follows:

a) all assets and liabilities of KCPL have been recorded at their existing book values as at 16 November 2018;

b) the difference between the cost of investment in KCPL as appearing in the books of KFPL and the net book value of assets as per a) above amounting to '' 5,655.41 Million has been recorded as Goodwill.

As per the Scheme, the cumulative goodwill arising on the transaction amounting to '' 6,749.15 Million is being amortised over a period of 10 years. Goodwill generated on this transaction largely represents the value of the businesses acquired by the Company as reduced by the book values of the assets and liabilities of the acquired businesses.

The 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 in accordance with Accounting Standard 14 on ''Accounting for amalgamations'' which is different from the accounting as per Ind AS 103 on ''Business Combinations''. Under Ind AS 103, the Company would have been required to record the entire business combination (the assets, liabilities acquired and consideration paid) at fair value.

The fair values of the above assets and liabilities taken over is not expected to be materially different from their carrying values. The excess of fair value of the equity shares issued as consideration over face value of such shares is '' 704.66 million with a consequential impact of Goodwill/ Intangible assets.

(B) The Board of Directors of the Company at its meeting held on 01 September 2021, have approved the application filed with National Company Law Tribunal (''NCLT application'') on 28 October 2021 for discontinuing amortisation of goodwill. As per the Scheme approved earlier in October 2018, the goodwill was being amortised over a period of ten years. Pursuant to the approval of the NCLT application via order dated 2 March 2022, the amortisation of goodwill has been discontinued with effect from 1 April 2021. As per Ind AS 36- Impairment of Assets, the Company continues to annually test the impairment on Goodwill. Also, Refer Note 43 for further details of Impairment testing of goodwill.

45 Share Based Payments

The shareholders of the Company vide their meeting held on 31 July 2019 have authorised the Board of Directors to introduce, offer and provide share-based incentives to eligible employees of the Company under KFPL Employee Stock Option Plan 2019 (''ESOP Plan 2019''). The maximum number of shares that the Company can issue under the ESOP plan 2019 were 9,593,839 equity shares. Subsequently, the members of the Company have approved renaming the plan as Employee Stock Option Plan 2020 (''ESOP Plan 2020'') and cancellation of 2,500,000 options in EGM held on 20 October 2020. The Board and Nomination and Remuneration Committee (NRC) of the Company have notified seven schemes under the ESOP Plan 2020 up to 30 September 2022. The revised number of options available under the ESOP plan 2020 pool are 7,093,839 equity shares as at 31 March 2023 (31 March 2022: 7,093,839). The options under these schemes vest to the employees based on various performance and other parameters. As at 31 March 2023, the Company has granted 5,981,830 (net) (31 March 2022: 6,502,563) options to eligible employees as identified by the NRC. These options vests between a minimum of 1 to 3.65 years from the date of grant.

Performance obligation The Company enters into contracts with customers for rendering Domestic Mutual Fund Investor Solutions, Issuer Solutions, International and Other Investor Solutions and Global Business Services. The performance obligation for all of these services is satisfied over the period.

Transaction price :- Contract price is determined as per terms agreed with the customer and no further adjustments are made to the same

Payment terms :- The amounts receivable from customers become due after expiry of credit period which on an average is less than 40 days. The contracts entered with customers do not have significant financing component.

Transaction price allocated to remaining performance obligations :- The Company has applied the practical expedient in Ind AS 115 for disclosing information about its remaining performance obligations as the Company has a right to invoice and right to consideration from its customers with respect to the Company performance completed till the reporting date.

47. As at 31 March 2023, the Company has incurred expenses for various services in connection with its proposed intital public offering (''IPO'') of equity shares of aggregating to '' 677.27 Million (As at 31 March 22: 84.72 Million). In accordance with the Offer Agreement entered between the Company and the selling shareholder, the selling shareholder shall reimburse such offer related expenses. Accordingly, the Company has recovered partial amount and will recover the remaining expenses incurred in connection with the IPO. The balance amount receivable has been disclosed under the head "IPO related expenses" under "other current financial assets".

The Company is into the business of rendering services and therefore inventory turnover ratio and trade payable turnover ratio are not applicable and accordingly not presented.

49. Subsequent to the year ended 31 March 2023, the Company has acquired 100% stake in WebileApps (India) Private Limited by investing '' 110 million. The acquisition will integrate Company''s deep domain knowledge with WebileApps''s technical expertise, offering clients with world-class products and platforms with the potential to unlock new revenue streams and markets. The acquisition offers several advantages, including accelerated product development in SaaS and PaaS models, brings in additional cloud, artificial intelligence and design expertise that will differentiate KFintech and help explore untapped segments and geographies besides adding significant value to its clients.

50. As at 31 March 2023 and 31 March 2022 , the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

51. The Company has not given any loan or guarantee or provided any security as covered under Section 186 of the Companies Act, 2013. Accordingly, the disclosure requirements to that extent does not apply to the Company.

52. 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, whether, 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 for the year ended 31 March 2023.

During the year ended 31 March 2022, the Subsidiary Company made an investment of '' 44.00 Million (towards purchase of equity and preference shares of Artivatic Data Labs Private Limited) for which it incurred transaction costs of '' 7.34 Million. Subsequently, during that year these investments were disposed for an amount of '' 44.00 Million and accordingly the amount of '' 7.34 Million has been charged to Company''s statement of profit and loss.

53. The Company has converted itself from private limited to public limited, pursuant to a special resolution passed in the extraordinary general meeting of the shareholders of the Company held on 28 January 2022 and consequently the name of the Company has changed to "KFin Technologies Limited" pursuant to a fresh certificate of incorporation by the Registrar of Companies on 24 February 2022.

54. The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

55. To the best of our knowledge, the Company does not have any transactions with companies struck off.

56. The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

57. The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

58. The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

59. The Company does not have borrowings from banks and financial institutions on the basis of security of current assets. Hence, no quarterly returns or statements of current assets are being filed by the Company with banks and financial institutions.

61. Events after reporting period:

Subsequent to the year ended March 31, 2023, the Parent Company has acquired 100% stake in WebileApps (India) Private Limited by investing '' 110.00 million. The acquisition will integrate Company''s deep domain knowledge with WebileApps''s technical expertise, offering clients with world-class products and platforms with the potential to unlock new revenue streams and markets. The acquisition offers several advantages, including accelerated product development in SaaS and PaaS models, brings in additional cloud, artificial intelligence and UI/UX expertise that will differentiate KFintech and help explore untapped segments and geographies besides adding significant value to its clients.

The accompanying notes are an integral part of these standalone financial statements