Kama Holdings Ltd

Dear Members,

Your Directors are pleased to present their Twenty Fifth Annual Report on the business and operations of the Company and the annual audited accounts for the year ended March 31, 2025.

FINANCIAL RESULTS (Rs. Lakhs)

Profit before Interest, Depreciation & Tax (PBIDT) decrease by (66.67%) to Rs. 10,548.91 lakhs during 2024-25 from Rs 31,650.10 lakhs during 2023-24. Profit after Tax decrease by (65.93%) to Rs. 10,540.61 lakhs during 2024-25 from

Rs. 30,942.30 lakhs during 2023-24 mainly on account profit on sale of investment and increase in interest income.

During the year, your Company has announced two interim dividends of Rs. 16 per share and Rs. 17.75 per equity share amounting to Rs. 10,830.57 lakhs. No final dividend is recommended on Equity Shares.

As on March 31, 2025, your company had the following subsidiaries:-

1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture of technical textiles, specialty chemicals, fluorochemicals and packaging films. It has eight wholly owned subsidiaries out of which two wholly owned subsidiaries are registered in India and remaining six are registered outside India. Three of these are direct wholly owned subsidiaries and the rest five wholly owned subsidiaries of SRF Limited. The details of the business of these subsidiaries are more particularly given in the Annual Report of SRF Ltd. for 2024-25 which is available on the website www.srf.com

2. SRF Transnational Holdings Ltd. (SRFT) is a registered non deposit taking NBFC engaged in the business of investment in shares and securities.

3. Shri Educare Ltd. (SEL) is a company engaged in the business of rendering assistance for establishing, managing and running of the schools including sub-licensing of copyrights, trademarks and software.

4. Shri Educare Maldives Pvt. Ltd. (SEMPL) is managing a school in a public-private partnership with Maldives Government.

5. KAMA Realty (Delhi) Ltd. (KRDL) is a company engaged in acquisition and rental of immoveable properties.

6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership between KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. It is engaged primarily in acquisition and rental of immoveable properties.

The consolidated profit and loss account for the period ended March 31, 2025 includes the profit and accounts for these fourteen subsidiaries for the complete financial year ended

March 31, 2025.

The consolidated financial statements of the Company prepared in compliance with applicable Accounting Standards and other applicable laws including all the above subsidiaries duly audited by the statutory auditors are presented in the Annual Report.

No company has become/ceased to be a joint venture or associate during the year. A report on performance and financial position of each of the subsidiaries and associates is presented in a separate section in this Annual Report. Please refer (AOC-1) annexed to the financial statements in the Annual

Report. The Policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the link: https://www.kamaholdings.com/kama/Inv/ Policy_MaterialSubsidaryCompanies.pdf The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.kamaholdings.com.

Mr. Kartik Bharat Ram (DIN 00008557) is retiring at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

During the year, the members of the Company re-appointed Mr. Jagdeep Singh Rikhy (DIN – 00944954), as Independent Director by passing a special resolution through Postal Ballot for a further period of 5 years w.e.f. 01.04.2024 to 31.03.2029 . Brief resume of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

All the Independent Director(s) have submitted the declaration of meeting the criteria for independence as provided in section 149 (6) of the Companies Act, 2013 and Listing Regulations. They are also independent of the management.

The Board confirms that independent directors appointed during the year possess the desired integrity, expertise and experience. The Independent Directors of the Company have confirmed that they have

Independent Directors' Databank maintained with the Indian Institute of Corporate Affairs (‘IICA') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment

& Qualification of Directors) Rules, 2014. One of the Director was exempted from the requirement to undertake the online proficiency self-assessment test the remaining have cleared the Online Proficiency prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended. In accordance with the requirements of the Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I and available on the website of the Company at https://www.kamaholdings.com/kama/Inv/2025-26/2019_02_12-NRC_Policy-KAMA-V5-F.pdf In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Director, Non- Independent non-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act, 2013 ("the

Companies Act) and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilmentof role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year.

Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

NRC recommends to the Board appropriate fees / commission to the non-executive directors for its approval. At the time of making its recommendations/ granting its approval, the Committee / Board considers, inter alia, level of remuneration /commission payable by other comparable companies, time devoted, experience, providing guidance on strategic matters and such other factors as it may deem fit.

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.kamaholdings.com/kama/inv/2025-26/KAMA_ Familarisation_programme.pdf

During the year 2024-25, Six meetings of the Board of Directors were held. For further details, please refer to the report on Corporate Governance on page no. 31 of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT enrolled themselves in the

Pursuant to the requirements of Section 134(3)(c) of the

Companies Act, 2013, it is hereby confirmed that : a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with conducted proper explanation relating to material departures; by IICA and Test as

(b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms' length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 (‘the Act') in Form No. AOC-2 is not applicable to the Company for FY 2024-25 and hence the same is not provided.

Your Directors draw attention of the members to Note 24 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan, guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement. (Please refer Note 25 to the standalone financial statement).

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2024-25 and forms a part of the Board's Report.

As per the requirements of the Companies Act, 2013, during the year the Company constituted Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, (Chairman of the Committee), Mr. Ashish Bharat Ram, Director and Mr. Gagan Mehta, Independent Director as other members. The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company's website at www.kamaholdings.com As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2024-25 was Rs. 228.64 Lakhs. The Board upon recommendations of CSR Committee approved the Annual CSR budget of Rs. 250 Lakhs (appx.) for the financial year 2024-25 to be spent in accordance with the Annual Plan as recommended by the CSR Committee and approved by the Board. Out of the said budget, an amount of Rs. 61.74 lakhs was spent during the year and an amount of Rs. 188.26 lakhs has been transferred to Unspent CSR Account for FY 2024-25 within a period of 30 days from the end of financial year which will be spent on the same project during the next three financial years. Annual Report on CSR activities for financial year 2024-25 is annexed herewith as

Annexure II.

The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2016.

Investment business is always prone to various risks i.e. risk of capital market fluctuations, global developments, competition risk, interest rate volatility, economic cycles and political risks which can affect the fortunes of investment companies in both ways.

To manage these risks the Company is following a sound and prudent risk management policy. The aim of the policy is to minimize risk and maximize the returns.

As the Company is a Core Investment Company with all of its investment held in the shares of group Companies and the value of these shares are, inter-alia, dependent on the performance of these Companies, the efficacy of risk management policy of the Company largely depends on how the risk is managed by these Companies.

In the opinion of Risk Management Committee and the Board, none of the risks, which have been identified, existence of the Company.

The Company has a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Mr. Jagdeep Singh Rikhy as members of the Committee.

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's 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 disclosures.

KAMA's equity shares are listed at the BSE Limited.

In compliance with the listing regulations, your Board had formulated a Dividend Distribution Policy. A copy of the said policy is available on the website of the company at www. kamaholdings.com. The Policy is also given in Annexure III.

Certificate of the Statutory Auditor of the conditions of corporate governance as stipulated in

Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate

CFO and Company Secretary was placed before the Board.

All Board members affirmed compliance with the Code of

Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole Time Director, CFO and Company Secretary is enclosed as a part of the Corporate Governance Report. A copy of the Code is also placed at the website of the Company (www.kamaholdings. com).

The consolidated financial statements of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Companies (Indian Accounting Standards) Rules, 2015 and other relevant amendments issued thereafter of the Act.

The Audit Committee comprises of Independent Directors namely Mr. Jagdeep Singh Rikhy (Chairman of the Committee), Mrs. Shalini Gupta and Mr. Gagan Mehta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

M/s V Sahai Tripathi & Co. (VST), Chartered Accountants (Firm Registration No. 000262N) were appointed as the Statutory Auditor of the Company for a term of 5 years in its 20^th Annual General Meeting. It is proposed to re-appoint M/s V Sahai Tripathi & Co. (VST), Chartered Accountants (Firm Registration No. 000262N) as Statutory Auditors for 5 years from the forthcoming Annual General Meeting till the conclusion of 30^th Annual General Meeting. Their re-appointment shall be as per the provisions of the Companies Act, 2013 and rules made thereunder. They have submitted their certificate to requirements of section 141 of the Companies Act, 2013.

There are no qualifications, or disclaimers made by the Statutory Auditor in their Audit

Report. The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies

Act, 2013. The Auditors' Report is enclosed with the financial statements in the Annual Report.

As per the requirement of section 148(1) and other applicable provisions of the Companies Act, 2013, Maintenance of Cost records is not applicable on the Company.

In compliance of provisions of the Companies Act, 2013 and Listing Regulations, the company has established a vigil mechanism for directors, employees and other stakeholders to fromWholeTimeDirector, report concerns about unethical behaviour, actual or suspected fraud or violation of the company's code of conduct.

The Vigil mechanism of the Company consists of Code of Conduct for Employees, Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel. These taken together constitute the vigil mechanism through which Directors, employees and other stakeholders can voice their concerns. The Whistleblower Policy, Code of Conduct for Prevention of Insider Trading and Code of Conduct for Directors and Sr. Management Personnel can be accessed on the Company's website at the link http://www.kamaholdings. com/InvCodesPolicies.aspx.

Management discussion and analysis on matters as stipulated in Listing Regulations is given as a separate section in the Annual report.

Pursuant to the amended provisions of Regulation 24A of the SEBI (LODR) Regulations and Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors have approved and recommended the appointment of M/s. Sanjay Grover & Associates, Peer Reviewed Firm of Company Secretaries in Practice (Firm Registration Number: P2001DE052900) as Secretarial Auditors of the Company for a term of 5(Five) consecutive years to hold office from financial year 2025-26 to financial year 2029-30, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of M/s. Sanjay Grover & Associates, Company Secretaries in Practice, are separately disclosed in the Notice of ensuing AGM.

M/s. Sanjay Grover & Associates have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the the effect that they fulfill the prescribed limits under the Act & Rules made thereunder and

SEBI (LODR) Regulations. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in reservations, terms of provisions of the Act adverse remarks & Rules made thereunder and SEBI (LODR) Regulations.

The Secretarial Audit Report for the financial year ended

March 31, 2025 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Annual Secretarial Compliance Report dated May 14, 2025, issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations was given by M/s Sanjay Grover & Associates, Practicing Company Secretary which was submitted to BSE Limited.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, a statement showing the names and other particulars of the employees drawing remuneration required to be disclosed under the said rules are provided in Annexure VI. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure VII.

As the Company is not carrying out any manufacturing activity, the disclosures as required under section 134(3)(m) of the Companies Act, 2013 and rules made thereunder have not been given. There is no foreign exchange earnings and outgo in the financial year ended March 31, 2025.

The Annual Return (MGT-7) of the Company as on March 31, 2025 is available on the following web link: www.kamaholdings. com

Applicable Secretarial Standards i.e. SS-1, SS-2 and SS-3, relating to ‘Meeting of the Board of Directors', ‘General Meetings' and ‘Dividend' respectively, have been duly followed by the Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there was no transactions on these items during the year under review :-

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Whole-time Director, CFO and Company Secretary has not received any remuneration or commission from any of the Company's subsidiaries.

3. No significant or material orders

Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

During the year there were no complaints received under the Sexual Harassment of Women at Workplace (Prevention, prohibition and redressal) Act, 2013.

Your Directors acknowledge with gratitude the co-operation and assistance received from various stakeholders and statutory agencies. Your Directors thank the shareholders for their support.