Your Company's Board of Directors are pleased to present the Thirty Seventh Annual Report and Audited Financial Statements
for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The highlights of the Consolidated and Standalone Financial Results are as follows:

In ' Lakhs

2. Overview of Performance

During FY2024-25, the consolidated revenue from
operations of the Company was at ' 142,248 lakhs as
against ' 113,652 lakhs in the FY2023-24. The Profit
Before Tax was ' 61,866 lakhs as against the previous
year PBT of 46,685 lakhs. The Earnings per share
(Basic) was 95.41 as against the previous year which
was at Earnings per share (Basic) 72.06 per share.

The Mutual fund industry has been witnessing impressive
growth in the recent years, which was driven by increase
in retail participation, digital adoption, increasing financial
awareness, higher disposable incomes and regulatory
changes. Robust growth in investments through
systematic investment plans and ease of access and
investing provided by various platforms also led to higher
folio counts and growth in the investor population.

Pursuant to the regulator and Asset Management
Companies effort to support the growth of Mutual Funds
in Tier-II and III cities and make mutual funds accessible
and popular beyond the typical top tier cities, there has
been significant focus on the cities and towns beyond
the top 30, which has led to the growth of investors in
these locations , creating new markets for the industry
and enabling further growth. The increasing confidence
in Mutual Funds as a wealth building route in these
locations highlights the significant growth potential from
these cities.

During the year also, the industry continued its growth
journey. The Asset Under Management (“AUM”) as of
31st March 2025 reached ' 67.42 Lakh Crore which is an
increase of 25% compared to the AUM at the end of the
previous financial year. The total investors folio exceeded
23.50 crores which is a new industry high. The equity net
inflows also registered an increase of 117% year on year
and was at ' 5.5 lakh crore. CAMS continued to retain
its leadership position. CAMS-serviced funds accounted
for ' 45.59 Lakh Crore, representing a 67.6% share of
the total AUM. The total transaction volumes are 892.11
million with a total value of ' 186 Lakh Crore. CAMS also
recorded about 400 lakh new SIP registrations this year,
which is an increase of 51% compared to the previous
year. The company handled about 132 New Fund Offers
during FY25, with a cumulative amount mobilized of
' 73,397 Crore.

During the year, the company won the first International
mandate to be the Registrar and Transfer Agent for
Ceybank AMC, which is a leading Sri Lankan asset
management company catering to a wide variety of
investor needs at Sri Lanka. The Company also won
mandates from three new Asset Management Companies
including Jio Blackrock AMC which will launch their funds
shortly. The mandate for migration of an existing AMC
from the competition has also been won during the year.
The company will commence servicing these new clients
during the current financial year.

3. SHARE CAPITAL

The Authorized Share Capital of the Company at the
beginning of the financial year was ' 502,500,000.
Subsequently, the capital was enhanced on October
03, 2024, with the approval of the shareholders through
postal ballot and the present Authorised capital is
' 512,500,000.

The issued capital as of March 31, 2025, was
' 494,298,490 as against ' 491,431,190 during the

previous year. The enhancement in the paid-up capital is
due to the allotment of shares to the employees against
the conversion of the ESOP which has become vested
to them during the year.

4. RESERVES

The Company does not propose to transfer any amount
to the Reserves.

5. DIVIDENDS

The Company has a Dividend Distribution Policy approved
by the Board on November 04, 2022 as amended from
time to time containing the requirements prescribed
in Regulation 43A of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015 (“SEBI
LODR Regulations”). The Dividend Distribution Policy
is as also available on the website of the Company at
the web-link: CAMS Dividend Distribution Policy

During the year, your directors declared and paid three
interim dividends totaling ' 53.50/- per equity share
on the dates specified below. The Directors are also
recommending a final dividend of '19.00 per equity
share at the face value of '10/-. This will be paid subject
to the same being approved by the shareholders at the
Annual General Meeting scheduled to be held on July
07, 2025.

Details of Interim Dividend Paid

6. STATE OF THE COMPANY’S AFFAIRS

The Company has been a Technology-driven financial
infrastructure and services provider to mutual funds and
other financial institutions. It is India's largest registrar
and transfer agent (“RTA”) of mutual funds (“MFs”) with
an aggregate market share of ~68%. The company
provides a range of technology-enabled infrastructure to
mutual funds and is involved through the life cycle of an
account from account creation to processing transactions
and redemption of the amount invested. CAMS has
also developed and implemented various technology
platforms, and its technology driven infrastructure and
services are integral to the operations of its clients.

The company has Leveraged its domain expertise,
processes and infrastructure to cater to the varying
requirements of the industry. The company is also
one of the Central Record Keeping Agency (CRA)
appointed by Pension Fund Regulatory and caters to
the National Pension Scheme(“NPS”) investors. CAMS
eNPS platform provides superior subscriber experience
leveraging robust technology and deep experience in
serving customers for pension account opening, record
keeping and maintenance services.

The company is also providing the following services
either by itself or through its subsidiaries and
associate companies.

- CAMS provides Facility for Banks and NBFCs for
lien marking against mutual fund units. It offers the
facility of call center operations to its various clients.

- The company is a leading platform and service
partner for alternatives business, Combining
versatile technology, contemporary digital utilities
and full stack services for investor on boarding, fund
accounting and operations. Fintuple, subsidiary of
the company is partnering in this initiative for the
wealthserv360 platform.

- CAMS has a scalable, full-stack BFSI-focused
payments platform - CAMSPay which provides
a holistic suite of services that lead the way in
achieving same-day NAV processing, and expedited
on-boarding and authentication of new customers

- CAMS KRA, a wholly owned subsidiary of the
company(“WOS”) is functioning as the KYC
Registration Agency and is presently the second-
largest KYC Registration Agency in the country.
Leveraging AI and automation, it offers innovative
solutions like our 10-minute KYC process to
streamline operations of its clients.

- CAMSREP, WOS, provides a premier customer
experience platform to service both Insurance
companies & policy holders. This empowers over 45
insurance companies with end-to-end operational
support and technology-driven solutions. India's
first insurance portfolio management platform,
Bima Central, offers policy holder services, renewal
reminders, cover dashboard, policy download,
policy highlights, etc.

- Sterling Software Private Limited (SSPL),a wholly-
owned subsidiary successfully executing a complex
portfolio of projects, including transformation
initiatives, customer-centric projects, automation,

compliance and risk management, and
infrastructure upgrades.

- CAMSfinserv, WOS is among the first RBI-licensed
account aggregator platform to drive adoption of
consent-based sharing of financial asset information
among Banks, financial institutions, Fintechs and
customers and shape the inevitable future of digital
lending, onboarding and advisory.

- Think Analytics, a subsidiary of the company is
a trusted advisor and digital partner to marquee
Indian BFSI enterprises, Think pioneers in
Alternative Data and AI Credit Scoring solutions.
It also offers modern AI capabilities that transform
KYC and customer onboarding, and enable
financial institutions to rapidly scale their API and
partnership infrastructure.

- Fintuple Technologies Private Limited, a subsidiary
of the company is a fintech platform and API solution
provider with specialized solutions catering to the
needs of AIFs, Portfolio Managers, Custodians
and Distributors.

- MFC Technologies Private Limited, a Joint Venture
company incorporated on 8th March 2025 is yet
to commence its business operations. It will be
operating a platform for the mutual fund investors
to transact their investments in AMCs serviced by
both CAMS and KFIN.

The Company is registered with the Securities and
Exchange Board of India (SEBI) as Registrar & Transfer
Agent for providing the RTA services. It has been
classified as a Qualified Registrar and Transfer Agent
(QRTA) as it manages more than 2 million folios and
is subject to additional regulatory governance and
controls. The company is regulated by the Pension
Fund Regulatory and Development Authority for the CRA
Operations and is licensed by Reserve Bank of India for
its payment aggregator business and account aggregator
business. CAMS insurance Repository Services Limited,
WOS is registered with the Insurance Regulation
and Development Authority of India as an Insurance
Repository. CAMS Investor Services Private Limited,
another WOS has been granted approval by Securities
and Exchange Board of India as a KYC Registration
Agency. As regulated organizations, the Company and
its subsidiaries bring the highest standards of service
delivery and adherence to regulations.

With the return of normalcy after the Covid waves, the
company has started full operations from the offices and
the work from home model has been discontinued.

7. CAPITAL EXPENDITURE AND LIQUIDITY

The operations of the Company are not capital intensive.
The capital expenditure is incurred mainly towards
upgradation of technology, and improvements to the
cyber security and physical infrastructure required for its
operations which are funded through internal accruals.
It is not availing of any kind of working capital facility
from the Banks or financial institutions except for availing
Performance Bank Guarantees which are fully secured
with fixed deposits.

As on March 31, 2025, the consolidated liquidity
position of the Company was ' 67,871 lakhs [excluding
Fixed Deposit(s) under Lien of ' 202 lakhs for issue of
Guarantee by Banks] as against ' 61,626 Lakhs as on
March 31, 2024 [excluding Fixed Deposit(s) under Lien
of ' 142 lakhs for issue of Guarantee by Banks].

8. SUBSIDIARY COMPANIES
(a) Wholly Owned Subsidiaries

CAMS Insurance Repository Services Limited

(“CAMS REP”) offer Insurance Repository services
to Insurance policy holders. The Company has
developed outsourcing solutions for new business
processing and policy holder services for insurance
companies. CAMS REP serves leading Life, Health,
and General insurance companies. It has also
developed Bima Central India's first Insurance
Portfolio Management platform that gives you a host
of features along with your e-Insurance Account.

CAMS Investor Services Private Limited (“CAMS
KRA”) is registered with Securities and Exchange
Board of India as a KYC Registration Agency and
is licensed for implementation of SEBI's vision
of a harmonized KYC process. CAMS KRA,
the second-largest KYC Registration Agency, is
rapidly expanding its reach in the capital market.
Leveraging AI and automation, the company offers
innovative solutions like 10-minute KYC process to
streamline operations.

Sterling Software Private Limited (“SSPL”) is the
software development arm for the group and brings
high specialization in building technology solutions
for financial services domain. SSPL also provides
appropriate solutions for use by entities accessing
data through the Account Aggregator platform.

It is successfully executing a complex portfolio
of projects, including transformation initiatives,
customer-centric projects, automation, compliance
and risk management, and infrastructure upgrades.

CAMS Financial Information Services Private
Limited (“CAMS FIS”) is carrying on the business
of “Account Aggregator”. The Company has been
issued Certificate of Registration by Reserve
Bank of India (“RBI”) as a Non-Banking Finance
Company - Account Aggregator. CAMS FIS is
Leading transformation of CAMS from a Capital
Market centric player to a complete financial
market's player. It has been establishing itself as a
significant player in Capital Market Space with both
fintech and established players by onboarding them
on AA ecosystem.

CAMS Payment Services Private Limited (“CAMS
PAY”) has been incorporated for carrying on the
business of “Payment Aggregator”. Currently, it is
not carrying on any business activity. It is intended
that the payments business which is being carried
out by CAMS will be taken over by this subsidiary
subject to various regulatory approvals. Presently
an application has been made to the Reserve
Bank of India, seeking its approval to carry on the
payment aggregator business.

b) Other subsidiaries and Associate including
Joint Ventures

Fintuple Technologies Private Limited (“Fintuple”)
is providing the digital layer of infrastructure to
all aspects of the asset management industry
through a single source including data & insights,
onboarding of investors, know your customer,
marketing, portfolio analytics, transactions &
execution, and ancillary services. Fintuple, is
also supporting CAMS in its initiative for the
wealthserv360 platform. CAMS owns 53.99 % of
the capital issued of the company.

Think Analytics India Private Limited (TAIPL)

offers Software as a Service (SaaS) based products
and data science services to its customers in India
and abroad and is in the process of launching
analytical solutions suitable for use with the
Account Aggregator framework. The company has
also received multi-year award confirmation from
two leading public sector Banks for availing its
services. CAMS owns 55.42 % of the issued capital
of the company.

Think Analytics Consultancy Services Pvt. Ltd
& Thin360 AI, Inc. based in Ohio, USA

The above companies are the subsidiaries of
TAIPL and hence are step down subsidiaries of
the company.

MFC Technologies Private Limited

The company along with KFIN technologies Limited
has set up this as a joint venture entity which was
incorporated on 8th March 2025. The company will
provide a unified platform for the investors in the
mutual fund industry for availing the services of
both CAMS and Kfin at a single touch point and
has been set in accordance with the circular from
the Securities and Exchange Board of India dated
July 26, 2021. The company is yet to commence
operations and is expected to commence once the
infrastructure is created and appropriate approvals
are obtained for carrying on the business.

Your company holds 50% of the issued share
capital of the company and hence falls within the
definition of the Associate company under Section
2(6) of the Companies Act,2013.

A report on the performance and financial position
of the subsidiaries whose financial statements
are considered for preparation of Consolidated
Financial Statements of the Company as per the
Act (in the prescribed format i.e., “Form AOC-
1”) is provided as Annexure to the Consolidated
Financial Statements.

The policy for determining material subsidiaries as
approved by the Board may be accessed on the
Company's website at the web-link:

CAMS-Policv on material subsidiaries

None of the subsidiaries of the Company fall under
the category of material subsidiaries.

In accordance with the third proviso to Section
136(1) of the Act, the Annual Report of the
Company, containing therein its Standalone and the
Consolidated Financial Statements, are available
on the Company's website at the web-link:
https://www. camsonline. com/about-cams/
shareholder-relations/annual-report

9. RELATED PARTY TRANSACTIONS

During the year under review, all the contracts or
arrangements or transactions with subsidiaries have

been entered into by the Company with the related
parties were in the ordinary course of business and
on arm's length basis and were in compliance with the
applicable provisions of the Companies Act,2013 read
with Regulation 23 of the SEBI (LODR) Regulations,2015.

Further, the company has not entered any contract or
arrangement or transaction with the related parties which
were not on an arm's length basis or could be considered
material in accordance with the policy of the company on
Related Party Transactions Policy.

Given that the Company does not have anything to
report pursuant to Section 134(3)(h) of the Act read with
Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form No. AOC- 2, the same is not provided. The
attention of members is drawn to Note No. 29 to the
Standalone Financial Statements which sets out related
party disclosure.

The RPT Policy as approved by the Audit Committee and
the Board is available on the website of the Company:
CAMS- Related party policy

10. LOANS, GUARANTEES AND INVESTMENTS
IN SECURITIES

Details of Loans, Guarantees and Investments made
by the Company under Section 186 of the Act, during
the FY 2024-25 is provided in Note No. 5 & 7 of the
Standalone Financial Statements.

11. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met 8 (Eight)
times during the FY 2024-25. The meetings were held
on the following dates:

The details of the Board Meetings and attendance of
Directors are provided in the Corporate Governance
Report, which forms a part of this Annual Report.

12. DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Changes in the Board of Directors

Mr. Pravin Udhyavara Bhadya Rao was appointed as
an additional Director (Independent) by the Board on

13th April 2024 effective from the date of approval of
shareholders for a term of three years and subsequently
his appointment was approved by the shareholders at
the Annual General Meeting held on July 01, 2024.

Mr. Pravin Udhyavara Bhadya Rao holds Bachelor
of Engineering from B. M. S. College of Engineering,
University of Bangalore and was with Infosys Limited
(formerly Infosys Technologies Limited) from 1986
to 2021 and retired as its Chief Operating Officer in
December 2021. He has also been whole time Director
of Infosys Limited and was the interim CEO and MD
for a brief period. Considering his skills, competency,
expertise and experience in similar industry, the Board
was of the opinion that it would be in the interest of the
Company to appoint him as an Independent Director of
the Company

Mr Narendra Ostawal and Mr Sandeep Kagzi resigned
from the Board on 15th April 2024. They were Non¬
Executive and Non-Independent Directors (NEND) of
the company at the beginning of the financial year. Prior
to that they were the nominee directors of Great Terrain
Investments Limited(“GTIL”) and were appointed as
NEND after the sale of their holdings by GTIL.

Mr. Santosh Kumar Mohanty was appointed as
an Independent Director for a tenure of 3 (Three)
consecutive years with effect from 03rd July 2024. His
appointment was approved by the shareholders through
the postal ballot on October 03, 2024.

Mr. Santosh Kumar Mohanty holds Bachelor of Arts
Degree in Political Science from Utkal University and
Bachelor of Laws (LLB) from Mumbai University. He holds
master's degree in international studies from Jawaharlal
Nehru University and a PG Diploma in securities Laws
from Mumbai University. He started his career with
National Bank for Agriculture and Rural Development
and was in Indian Revenue Service at various positions
including that of commissioner of Income tax. He has
also the held the positions of Director, Forward Markets
Commission (FMC)and Executive Director and also
as Whole Time Member (WTM) of SEBI. Considering
his skills, competency, expertise and experience in the
Government agencies and regulatory bodies, the Board
was of the opinion that it would be in the interest of the
Company to appoint him as an Independent Director of
the Company

Mr. Narumanchi Venkata Sivakumar was appointed as
an Additional Director by the board on 16th October 2024
and subsequently was appointed as an Independent

Director by the shareholders through postal ballot on
December 10, 2024. Mr. N V Sivakumar is a Chartered
Accountant by profession. He was with Price Waterhouse
Coopers Private Limited (PWC) for over 22 years
assuming varied roles serving a diverse set of domestic
and international clients. Prior to that he was Lovelock
and Lewes, Chartered Accountants. Considering his
skills, competency, expertise and experience and
expertise in financial accounts, accounting standards
and experience in interaction with industries and industry
bodies, the Board was of the opinion that it would be
in the interest of the Company to appoint him as an
Independent Director of the Company.

The term of office of three Independent Directors Viz
Mr. Dinesh Kumar Mehrotra, Mr. Natarajan Srinivasan
and Mrs. Vijayalakshmi Rajaram Iyer expired on 16th
December 2024.

Mr. Natarajan Srinivasan, due to his other commitments,
did not offer himself for reappointment. The Board places
on record its sincere thanks for the guidance and support
provided during his tenure, which immensely benefited
the company and its subsidiaries.

Mrs. Vijayalakshmi Rajaram Iyer was re-appointed as an
Independent Director for a term of 3 (three) consecutive
years effective from 17th December 2024 and the same
was approved by the shareholders through postal ballot
on December 10, 2024. Mrs. Vijayalakshmi Rajaram Iyer
holds a master's degree in commerce from University
of Mumbai. She has previously served as an Executive
Director of Central Bank of India and the Chairperson
and Managing Director of Bank of India. She was also
a Whole Time Member (Finance and Investment) in the
IRDAI. Considering her expertise, the Board was the
opinion that she should be appointed for a second term.

Mr. Dinesh Kumar Mehrotra was appointed as a Non¬
Independent Non-Executive Director for a term of 3
(three) consecutive years effective from 17th December
2024 and is liable to retire by Rotation. Though he
has completed only one term of five years as an
Independent Director, considering his prior association
with the company as a Nominee Director, the company
preferred to have him appointed as a Non-Independent
Non-Executive Director. This appointment was approved
by the shareholders through the postal ballot on
December 10, 2024. Mr. Dinesh Kumar Mehrotra is
an Honors Graduate in Science from the University of
Patna. He has more than 4 decades of experience in
operation, service, strategic, marketing and customer
relations in Insurance industry. He started his career

in Life Insurance corporation of India and retired as its
chairman. Considering his vast experience and stature
in the industry, the Board felt he should be appointed for
an additional term.

In accordance with Section 152 of the Companies Act,
2013, Mr. Mehrotra retires by rotation at the ensuing
Annual General Meeting and being eligible offers himself
for reappointment.

The appointments of the directors made during the year
were based on the recommendations of the Nomination
and Remuneration Committee.

Mr. Anuj Kumar is the Managing Director of the Company
and was appointed by the shareholders at the Annual
General Meeting held on July 29, 2021, for a term of five
years effective from August 01, 2021.

In accordance with the provisions of Section 149 of
the Companies Act, 2013, the Independent Directors
have given a declaration that they meet the criteria of
independence as provided in the said Section and in
terms of the SEBI LODR Regulations. The Independent
Directors have also submitted an annual compliance
report that they have complied with the Code of Conduct
for Directors and Senior Management Personnel. Further,
the company has also formulated a Code of Conduct for
Directors and Senior Management Personnel, which is
available on the company's corporate website:
https: //digital, camsonline. com/cams/documents/
po/icies/Code of Conduct for Directors and Senior
Management, pdf

Composition of Board

As of March 31, 2025, your company's Board comprised
of 6 Directors, which includes 4 Independent Directors
(Mrs. Vijayalakshmi Rajaram Iyer, Mr. Narumanchi
Venkata Sivakumar, Mr Pravin Udhyavara Bhadya Rao,
and Mr Santosh Kumar Mohanty) 1 Non-Executive -
Non-Independent Director (Mr. Dinesh Kumar Mehrotra)
and 1 Managing Director (Mr. Anuj Kumar).

Key Managerial Personnel

During the year under review, the following employees
were the “Key Managerial Personnel(“KMP”) “of the
company and there have been no changes in the KMPs
Mr. Anuj Kumar- Managing Director, Mr. Manikandan
Gopalakrishnan - Company Secretary and Compliance
Officer, Mr. Sesha Raman Ramcharan- Chief
Financial Officer

13. FAMILIARIZATION PROGRAMME FOR THE
INDEPENDENT DIRECTORS

The Company has a Familiarization Programme which
provides Orientation at the time of the appointment
of Independent Directors which covers their role and
responsibilities, overview of the industry, operations,
and business model of the Company. They are provided
with copies of the Company's latest Annual Reports,
relevant provisions of the SEBI LODR Regulations, the
Companies Act, 2013, Code of Conduct prescribed for
the Board of Directors, Prevention of Insider Trading
regulations and other internal policies to help them get a
broad view of the Company's procedures and practices.

Familiarization program has been conducted for the
directors appointed during the year. The Company's
Ongoing Familiarization Programme covers periodic
presentations at the Board Meetings providing insights
into the Company, the business environment, risks and
opportunities and other matters relevant to the Company.
Regulatory changes relevant to the company are also
highlighted in these presentations.

The details of the familiarization policy may be accessed
on the Company's corporate website:

CAMS- Familiarization Policy

14. PERFORMANCE EVALUATION OF THE
BOARD, COMMITTEES, AND INDIVIDUAL
DIRECTORS

The Companies Act 2013, and the SEBI LODR
Regulations stipulate the evaluation of the performance
of the Board, its Committees, Individual Directors, and
the Chairperson.

The Company has formulated a Board Evaluation
template for performance evaluation of the Independent
Directors, the Board, its committees, and other individual
Directors which includes criteria for performance
evaluation of the Non-Executive Directors and Executive
Directors. The template provides the criteria for assessing
the performance of Directors and comprises of various
key areas such as attendance at Board and Committee
Meetings, quality of contribution to Board discussions
and decisions, strategic insights, or inputs regarding
future growth of the Company and its performance, ability
to challenge views in a constructive manner, knowledge
acquired regarding the Company's business/ activities,
understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board
Member and subsequent assessment by the Board of
Directors. A member of the Board will not participate in
the discussion of his/her evaluation.

The formal Board evaluation as mandated under the
Companies Act and SEBI LODR Regulations has been
carried out during the year.

15. I NTERNAL FINANCIAL CONTROLS AND
RISK MANAGEMENT

The Company has in place adequate internal financial
controls commensurate with the nature and size of the
business activity and with reference to the financial
statements. The controls comprise of policies and
procedures for ensuring orderly and efficient conduct
of the Company's business, including adherence to its
policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and
completeness of the accounting records and the timely
preparation of reliable financial information.

The Company has also secured Service Organization
Control Compliance SOC 1 in accordance with SSAE
16 and SOC 2 under AICPA. The Company is also
certified for ISO 9001, ISO 27001 and ISO 22301.
The internal financial control system is supplemented
by Internal audits. An external audit firm carries out
the Internal Audits. The Audit Committee of the Board
of Directors reviews the reports of the Auditors at the
quarterly meetings.

A Risk Management Policy for identification, assessment,
measurement, and reporting of business risks faced
by the Company is in place. The Risk Management
Committee oversees the Risk Management framework
on a periodic basis. There is a designated Chief Risk
Officer, and the risk Control and Mitigation mechanisms
are tested for their effectiveness on regular intervals.

16. BOARD COMMITTEES

During the year under review, the company had the
following six committees, and these committees had
periodical meetings for transacting the business as
specified in their terms of reference.

1. Audit committee

2. Nomination and Remuneration Committee

3. Stakeholder relationship Committee

4. Risk Management Committee

5. IT Strategy Committee

6. CSR and ESG Committee

The details of the composition of these committees,
changes in the composition, dates of meeting and
attendance details of the meetings have been included in
the Corporate Governance report. During the year under
review, all the recommendations of the Audit Committee
were accepted by the Board.

17. AUDITORS

(i) Statutory Auditors

In terms of Section 139 of the Companies act,2013
read with Companies (Audit and Auditors)
Rules,2014, M/s. S.R. Batliboi and Associates
LLP, Chartered Accountants (ICAI Firm Registration
No.101049W/E300004 were appointed as the
Statutory Auditors of the Company for a period of
5 continuous years i.e. from the conclusion of the
35th Annual General Meeting till the conclusion of
the 40th Annual General Meeting.

In respect of all the observations of the auditors in
the report, required clarification have been included
in the notes referred in the observation.

The Auditor's report on the financial statements of
the company for the financial year ended March 31,
2025 forms part of the Annual report.

(ii) Secretarial Auditors

The Board at its meeting held on 9th May 2024,
had appointed Ms B Chandra, Founder and Senior
Partner of M/s. B Chandra & Associates, Practicing
Company Secretaries (having Firm Registration
Number: P2017TN065700), to conduct the
Secretarial Audit for the FY 2024-25.

The Secretarial Audit Report in Form MR-3 for
the financial year under review, as received from
Ms. B. Chandra, Practicing Company Secretary is
attached as an Annexure to the Board's Report. The
report from the secretarial auditors does not contain
any qualifications or negative remarks.

Further, in terms of Section 204 of the Companies
Act,2013 read with Rule 9 of the Companies
(Appointment and Managerial Personnel)
Rules,2014, and Regulation 24A of the Securities
and Exchange Board of India (Listing and
Disclosure Requirements) Regulations,2015,

the Board recommended the appointment of
M/s. B. Chandra & Associates, Practicing Company
Secretaries, a peer reviewed firm (having Firm
Registration Number : P2017TN065700), as the
Secretarial Auditors of the company for a term of
5 (five) consecutive years, to hold office from the
conclusion of this Annual General Meeting (AGM)
till the conclusion of 42nd (Forty Second) AGM to
be held in the year 2030.

Accordingly, the resolution seeking approval for
the appointment of Secretarial Auditors by the
members of the company is included in the Notice
of the Annual General Meeting.

(iii) Cost Auditors

The provisions pertaining to Section 148 of the Act
are not applicable to the company.

18. PARTICULARS OF FRAUD REPORTED BY
THE AUDITORS

In terms of Section 143(12) of the Act, the Statutory
Auditors and Secretarial Auditors have not reported any
instance of fraud having taken place during the year
under review.

19. CORPORATE SOCIAL RESPONSIBILITY
(CSR) & ENVIRONMENT, SOCIAL AND
GOVERNANCE(ESG)

The company is committed to ensuring that its Corporate
Social Responsibility (CSR) and ESG activities are
focused towards enhancing the sustainable development
of our society. In pursuit of this objective, a Corporate
Social Responsibility (CSR) and Environment Social and
Governance (ESG) Committee has been formed by the
Company which oversees the activities relating to CSR
and ESG.

The Company has in place a Corporate Social
Responsibility Policy pursuant to the provisions of
Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021.

The company has also an ESG Policy. These policies
are available on the website of the Company at the link
provided below:

CSR Policy: CAMS- CSR Policy
ESG Policy: CAMS- ESG Policy

The initiatives undertaken by your Company during the
year under CSR have been detailed in CSR Section of
the Annual Report. The Annual Report on CSR activities
in accordance with the Companies (Corporate Social
Responsibility Policy) Amendment Rules, 2021, is set
out herewith as Annexure to this Report. The Integrated
report also contains the initiatives taken under ESG.

20. RISK MANAGEMENT POLICY

The Company has in place a Risk Management
Policy which contains the risk management principles,
risk governance structure and the risk management
framework. The policy is available on the website of the
Company at the link:

CAMS- Risk Management Policy

21. NOMINATION AND REMUNERATION
POLICY

In accordance with Section 178 of the Companies Act,
2013 and the SEBI LODR Regulations the Company has
a Board approved Nomination and Remuneration Policy.
The policy is available on the website of the Company at
the link:

CAMS- Nomination and Remuneration Policy

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act,
2013 read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of
the SEBI LODR Regulations, the Company has adopted
a Whistle Blower Policy which provides for adequate
safeguards against victimization of persons who use
Vigil Mechanism and make provision for direct access
to the Chairperson of the Audit Committee. The policy is
available on the website of the Company at the link:

CAMS- Whistle Blower Policy

23. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS AND
OUTGO

In respect of conservation of energy, technology
absorption and foreign exchange earnings and outgo,
as required under sub-section (3) (m) of Section 134 of
the Companies Act, 2013 read with Rule (8)(3) of the
Companies (Accounts) Rules, 2014 are given as under:

(i) Conservation of energy - The Company's operations
are not energy intensive. Adequate measures have
been taken to conserve energy wherever possible.

(ii) Technology absorption - The Company employs
a homegrown platform in its operations and
uses appropriate technology in its maintenance
and improvements.

(iii) Foreign exchange earnings and outgo - The total
foreign exchange earnings of the company during
the year was '138.76 lacs and the outflow of foreign
exchange was ' 405.52 lacs

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best
standards of Corporate Governance and has always tried
to build the maximum trust with shareholders, employees,
customers, suppliers, and other stakeholders. A Report
on Corporate Governance along with a Certificate from
the Secretarial Auditors of the Company regarding
compliance with the conditions of Corporate Governance
as stipulated under Schedule V of the SEBI LODR
Regulations forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations,
Business Responsibility and Sustainability Report for the
year is presented in a separate section forming part of
the Annual Report.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act read
with Rule 12 of the Companies (Management and
Administration) Rules, 2014 as amended from time to
time, the Annual Return of the Company has been placed
on the website of the Company and can be accessed:
CAMS- Annual return https://diaital. camsonline. com/
cams/documents/annual return form/CAMS Form
MGT 7 website%20uploaded.pdf

27. DIRECTOR’S RESPONSIBILITY
STATEMENT

In accordance with Section 134(5) of the Companies Act,
2013, your Directors state that:

a. the preparation of the annual accounts for the year
ended March 31, 2025, the applicable accounting
standards have been followed and there are no
material deviations from the same.

b. they have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the
Company as of March 31,2025, and of the profit of
the Company for year ended on that date.

c. they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities.

d. they have prepared the annual accounts on a going
concern basis.

e. they have laid down Internal Financial Controls to
be followed by the Company and that such Internal
Financial Controls are adequate and are operating
effectively; and

f. the Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and
operating effectively.

28. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR
COURTS

During the year under review, no significant / material
orders were passed by the regulators or the Courts or
the Tribunals impacting the going concern status and the
Company's operations in future.

29. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE Limited and National Stock
Exchange of India Limited. The Company has paid the
Annual Listing Fees applicable to both these Exchanges.

30. UNPAID DIVIDEND AND INVESTOR
EDUCATION AND PROTECTION FUND
(IEPF)

As at March 31, 2025, unclaimed dividend amounting
to ' 6762.91 Lakhs which has not been claimed by
shareholders of the Company is lying in the respective
Unpaid Dividend Accounts of the Company.

Your Company has displayed on its website the statement
containing the names, last known addresses of those
shareholders whose dividend is unpaid in accordance
with Section 124(2) of the Companies Act, 2013.

During the year under review, the Company has not
transferred any amount to the IEPF as no amounts were
due to be transferred.

31. PREVENTION OF SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy
on Prevention of Sexual Harassment of Women at
Workplace in accordance with the provisions of The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, to prevent sexual
harassment of its employees. Internal Complaints
Committee has been set up to redress complaints
received on sexual harassment.

The Policy has been communicated internally to all
employees and is made available on the Company's
Intranet Portal.

There were three complaints received during the year
and all three have been disposed of.

32. EMPLOYEE STOCK OPTIONS

The Company has Employee Stock Option Plan for the
Employees of the Company, and its Subsidiaries named as
“CAMS Employee Stock Option Plan, 2019” and “CAMS
ESOP Scheme 2024”. These Plans are in compliance
with the SEBI (Share Based Employee Benefits)
Regulations, 2014 and SEBI (Share Based Employee
Benefits) Regulations, 2021 and are administered by
the Nomination and Remuneration Committee of the
Board constituted by the Company pursuant to the
provision of Section 178 of the Companies Act, 2013.
The CAMS Employee Stock Option Plan, 2019 scheme
was approved by the shareholders on 29th July 2021
and CAMS ESOP Scheme 2024 has been approved by
the shareholders on 03rd October 2024. The quantum
of options approved by the shareholders under ESOP
scheme 2019 & ESOP Scheme 2024 are 1,462,800 &
1,000,000 respectively. The entire approved options
have been granted under the ESOP 2019 scheme and
242,831 options have been granted under the ESOP
scheme 2024. Against the vested options, 669,849
shares have been issued as on 31st March 2025.

The details of the Employee Stock Option Plan forming
part of the Notes to accounts of the Financial Statements
form part of this Annual Report and are available on our
website www. camsonline. com

33. PARTICULARS OF EMPLOYEES AND
RELATED DISCLOSURES

The information required pursuant to Section 197(12)
of the Companies Act, 2013 read with Rule 5(1)
of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is also enclosed as
an Annexure to this Report.

The information pursuant to Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the top
ten employees in terms of remuneration drawn and their
other details also form part of this report. However, the
report and the accounts are being sent to the members
excluding the aforesaid annexure. In terms of Section
136 of the Act, the said annexure is open for inspection at
the Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to
the Company Secretary.

34. SECRETARIAL STANDARDS

During FY 2024-25, the Company has complied with
applicable Secretarial Standards issued by the Institute
of the Company Secretaries of India.

35. DETAILS OF MATERIAL CHANGES
AND COMMITMENTS AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

During the year under review, there were no significant or
material changes and commitments affecting the financial
position of the Company which occurred between the
end of the financial year of the Company i.e., March
31,2025, and as on the date of this Board's Report.

36. DEPOSITS

No disclosure is required in respect of the details relating
to the deposits under Chapter V of the Companies Act,
2013, as the Company has not accepted any deposits.

37. CORPORATE INSOLVENCY RESOLUTION
PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016 (IBC)

During the year under review, no Corporate Insolvency
Resolution Process/ proceedings were initiated by /
against the company under Insolvency and Bankruptcy
Code, 2016.

38. DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

The disclosure is not applicable as the Company has not
undertaken any one-time settlement with the banks or
financial institutions during the year.

39. DOWNSTREAM INVESTMENT

The Company has complied with the applicable
provisions of Foreign Exchange Management (Non-Debt
Instruments) Rules, 2019 and RBI circular no RBI/2013-
14/117 A.P (DIR Series) Circular No.01 dated July 04,
2013 with regard to the downstream investment made by
the Company. The statutory auditors have also issued a
certificate as required by applicable regulations.

40. OTHER DISCLOSURES

• The company is required to prepare a Consolidated
Financial Statement, in addition to the Standalone
Financial Statement and the same forms part as a
separate section in this Annual report.

• The Key initiatives with respect to Stakeholder
relationship, Customer relationship, Environment,
Sustainability, Health and Safety forms part of the
integrated report published by the company.

• The Company is not required to maintain cost
records as specified by the Central Government
under subsection (1) of section 148 of the
Companies Act, 2013.

• The company maintains a separate segmented
accounting in relation to CRA activities under
NPS and other pension schemes. The company

has also complied with the requirements under
regulation 18(2b) PFRDA (CRA) Regulations,
2015. The annual report along with certification in
this regard by the Chief Executive Officer/Managing
Director will be filed with the Pension Fund and
Regulatory Authority.

41. ACKNOWLEDGEMENTS

Your Directors wish to thank the Asset Management
Companies, Private Equity Funds, Banks, NBFCs,
Insurance Companies and the Bankers with whom the
Company is having a business relationship and look
forward to their continued support.

Your Directors would also like to thank Ministry of
Corporate Affairs, Securities and Exchange Board of
India, Reserve Bank of India, Insurance Regulatory and
Development Authority of India, Unique Identification
Authority of India and Pension Fund Regulatory and
Development Authority for their guidance and support
during the year and look forward for their support in future.
Your Directors also wish to thank the shareholders, Stock
Exchanges and Depositories for their continued support
and cooperation.

Your Directors also wish to place on record their
appreciation of the concerted efforts by all the employees
in extending full support in implementing various plans
for the growth of your Company.

On behalf of the Board of Directors

Sd/-

Dinesh Kumar Mehrotra

Place: Mumbai Chairman

Date: May 05, 2025 DIN: 00142711