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)

Appropriations (Rs. Lakhs)

OPERATIONS REVIEW

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.

DIVIDEND

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.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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 are step down
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 MaterialSubsidarvCompanies.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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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 enrolled themselves in the
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 conducted by IICA and
the remaining have cleared the Online Proficiency Test as
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 fulfilment of 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

MEETINGS OF THE BOARD

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

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
proper explanation relating to material departures;

(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.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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

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).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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.

RISK MANAGEMENT

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, may threaten the
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.

INTERNAL FINANCIAL CONTROLS

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.

LISTING OF EQUITY SHARES

KAMA’s equity shares are listed at the BSE Limited.
DIVIDEND DISTRIBUTION POLICY

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.

CORPORATE GOVERNANCE

Certificate of the Statutory Auditor regarding compliance
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 from Whole Time Director,
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).

CONSOLIDATED FINANCIAL STATEMENT

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.

AUDIT COMMITTEE

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.

ACCOUNTS AND AUDIT

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 the effect that they fulfill the
requirements of section 141 of the Companies Act, 2013.

There are no qualifications, reservations, adverse remarks
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.

COST AUDIT

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.

VIGIL MECHANISM

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
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

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

SECRETARIAL AUDITOR

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
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
terms of provisions of the Act & 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.

PARTICULARS OF EMPLOYEES

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.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO

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.

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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.

GENERAL

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 were passed by the
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.

ACKNOWLEDGEMENTS

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.

For and on behalf of the Board of Directors
Kartik Bharat Ram

Place: Gurugram Chairman

Date: May 30, 2025 (DIN 00008557)