KFin Technologies Limited — Capital/Financing Update 2023

Feb 24, 2023

CS&G/STX/MQ2023/15

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February 24, 2023

1) National Stock Exchange of India Limited 2) BSE Limited Exchange Plaza, C-1, Block G, Phiroze Jeejeebhoy Towers, Bandra Kurla Complex, Bandra (E), Dalal Street, Mumbai – 400 051 Mumbai – 400 001 Scrip Symbol: KFINTECH Scrip Code: 543720

Sub. : Intimation of Investment in Fintech Products and Solutions (India) Private Limited Ref. : Regulation 30 of the LODR Regulations

Dear Sir / Madam,

Pursuant to Regulation 30 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ LODR Regulations ”), this is to inform that KFin Technologies Limited (“ the Company ”) has entered into definitive agreements on February 24, 2023 for subscribing to 1,041,525 Equity Shares in Fintech Products and Solutions (India) Private Limited (“ FPSIPL ”) for a consideration of Rs. 6,50,00,000 translating into an equity shareholding of 25.63% of the post-issue share capital of FPSIPL (“ Initial Primary Transaction ”). FPSIPL has a wholly-owned subsidiary, namely Finsec AA Solutions Private Limited (“ FASPL ”) which is licensed by the Reserve Bank of India to carry out the business of Account Aggregator. The transaction is subject to customary closing conditions.

Under the definitive agreements, the Company also has an option to acquire additional equity share capital of FPSIPL taking its aggregate shareholding in FPSIPL to 75.01% of the total share capital of FPSIPL, through a combination of purchase of securities from existing shareholders and debenture holders of FPSIPL as well as subscription to fresh equity shares to be issued by FPSIPL, subject to satisfaction of customary closing conditions and receipt of regulatory approvals (“ Additional Transaction ”)

The details as required to be disclosed under the LODR Regulations read with SEBI’s Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, are enclosed herewith as “Annexure - A”.

This is for your information and records.

Thanking you,

Yours faithfully,

For KFin Technologies Limited

ALPANA Digitally signed by ALPANA UTTAM UTTAM KUNDU Date: 2023.02.24 KUNDU 09:34:51 +05'30' Alpana Kundu Company Secretary and Compliance Officer ICSI Membership No.: F10191 Encl.: a/a

CIN: L72400TG2017PLC117649

compliance.corp@kfintech.com

Annexure – A

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Details as required to be disclosed under the LODR Regulations read with SEBI’s Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015

Sr. No.	Particulars	Details
(a)	Name of the target entity, details in brief such as size, turnover etc.	Fintech Products and Solutions (India) Private Limited FY22 turnover: Rs 21.05 lakhs
(b)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at “arm’s length”	This transaction does not constitute a related party transaction and the promoter/ promoter group/ group companies of the Company have no interest in FPSIPL.
(c)	Industry to which the entity being acquired belongs	FinTech Products and Solutions India Private Limited (FPSIPL), brand name MoneyOne, is in the business of providing technology solutions for the BFSI sector. It is focused on promoting data democracy to empower citizens and enterprises, including MSMEs, to utilize and monetize their own data to enhance participation in the economy through efficient digital financial relationships. Their initial products are, as a technology service provider (TSP), a data gateway “MoneyOne FinPro” and “MoneyOne FinShare”,to provide a platform for enabling data sharing, data governance and analysis, and related solutions to the clientele in theBFSI sector. FPSIPL’s subsidiary, FinSec AA Solutions Private Limited (FASPL), brand name OneMoney, is India’s first Account Aggregator (AA), with an NBFC AA license from the RBI. OneMoney, is a leading player in the market with over 45% market share in a competitive and emerging AA domain.
(d)	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its business is outside the main line of business of the listed entity)	Financial and Strategic Investment
(e)	Brief details of any governmental or regulatory approvals required for the acquisition	The acquisition of balance stake in FPSIPL by the Company after the Initial Primary Transaction, by way of the Additional Transaction, is subject to receipt of prior approval

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Sr. No.	Particulars	Details
		of the RBI as it would result in an indirect change in control of FASPL, as per the regulations issued by the RBI.
(f)	Indicative time period for completion of the acquisition	Initial Primary Transaction: Approximately 1-2 months Additional Transaction: Approximately 2-3 months
(g)	Nature of consideration - whether cash consideration or share swap and details of the same	Cash consideration of Rs 6,50,00,000 for the Initial Primary Transaction Cash consideration of not exceeding Rs. 22,60,99,354 for the Additional Transaction
(h)	Cost of acquisition or the price at which the shares are acquired	Initial Primary Transaction: Rs. 62.4085 per equity share of FPSIPL Additional Transaction: (i) Rs. 62.4085 per equity share of FPSIPL for the shares / compulsorily convertible debentures to be acquired by the Company from the existing shareholders and debenture holders of FPSIPL; and (ii) Rs. 172.6294 per equity share of FPSIPL for the equity shares to be acquired by the Company pursuant to a fresh issuance of equity shares by FPSIPL.
(i)	Percentage of shareholding / control acquired and / or number of shares acquired	Upon completion of the Initial Primary Transaction, the Company will hold 1,041,525 equity shares of FPSIPL, translating into 25.63% equity shareholding in FPSIPL Upon completion of the Additional Transaction, if any, the Company shall hold 75.01% of the equity shareholding in FPSIPL
(j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief)	Date of Incorporation: May 19, 2016 FinTech Products and Solutions India Private Limited (FPSIPL), brand name MoneyOne, is in the business of providing technology solutions for the BFSI sector. It is focused on promoting data democracy to empower citizens and enterprises, including MSMEs, to utilize and monetize their own data to enhance participation in the economy through efficient digital financial relationships. Their initial products are, as a technology service provider (TSP), a data gateway “MoneyOne FinPro” and “MoneyOne FinShare”, to provide a platform for enabling data sharing, data governance and analysis, and related solutions to the clientele in theBFSI sector. FPSIPL’s subsidiary,FinSec

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Sr. No.	Particulars	Details
		AA Solutions Private Limited (FASPL), brand name OneMoney, is India’s first Account Aggregator (AA), with an NBFC AA license from the RBI. OneMoney, is a leading player in the market with over 45% market share in a competitive and emerging AA domain. History of last 3 years turnover: FY20: Rs. 47.16 lakhs; FY21: Rs. 0.25 lakhs; FY22: Rs. 21.05 lakhs Country of presence: India

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