Directors Report of Computer Age Management Services Ltd.

Mar 31, 2025

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

Particulars	Consolidated		Standalone
Â¦	2024-25	2023-24 \|	2024-25	2023-24
Revenue from Operations	142,248	113,652	133,390	105,448
Other Income	5,264	4,065	4,155	3,188
Total Income	147,512	117,717	137,545	108,636
Operating expenses	46,907	39,716	37,301	31,418
Other expenses	30,118	23,447	34,375	25,888
Operating Profit	70,486	54,554	65,870	51,330
Depreciation	7,772	7,048	6,513	5,841
Interest	847	821	717	687
Profit Before Tax	61,866	46,685	58,639	44,802
Tax Expenses	15,396	11,587	14,537	11,090
Profit for the year	46,470	35,098	44,102	33,712
Other Comprehensive Income	(258)	(148)	(215)	(131)
Total Comprehensive Income for the year	46,212	34,950	43,887	33,581
Earnings per Equity Share
Basic	95.41	72.06	89.49	68.69
Diluted	95.03	71.68	89.13	68.34
Other Equity (including retained earnings)	106,912	86,539	98,648	83,505
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone)	67,871	61,626	78,656	76,308

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 (âAUMâ) 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 (âSEBI
LODR Regulationsâ). 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

Particulars	Approval Date	Dividend per equity share ?	Dividend Paid ''
First Interim	02.08.2024	11.00	541,426,468
Second interim	28.10.2024	25.00	1,232,073,825
Third Interim	29.01.2025	17.50	864,597,283
Total		53.50

6. STATE OF THE COMPANYâS 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 (âRTAâ) of mutual funds (âMFsâ) 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(âNPSâ) 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(âWOSâ) 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

(âCAMS REPâ) 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 (âCAMS
KRAâ) 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 (âSSPLâ) 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 (âCAMS FISâ) is carrying on the business
of âAccount Aggregatorâ. The Company has been
issued Certificate of Registration by Reserve
Bank of India (âRBIâ) 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 (âCAMS
PAYâ) has been incorporated for carrying on the
business of âPayment Aggregatorâ. 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 (âFintupleâ)
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., âForm AOC-
1â) 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:

Date of the Board Meeting
13th April 2024	7th November 2024
9th May 2024	28th December 2024
2nd August 2024	29th January 2025
28th October 2024	25th March 2025

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 NonÂ¬
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(âGTILâ) 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 NonÂ¬
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 âKey Managerial Personnel(âKMPâ) âof 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 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. DIRECTORâS 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
âCAMS Employee Stock Option Plan, 2019â and âCAMS
ESOP Scheme 2024â. 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

â¢ 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.

â¢ 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.

â¢ 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.

â¢ 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

Mar 31, 2024

The Directors are pleased to present the Company''s Thirty Sixth Annual Report and audited financial statements for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

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

	Consolidated		Standalone
Particulars	2023-24	2022-23	2023-24	1 2022-23
	In '' Lakhs		In '' Lakhs
Revenue from Operations	113,652	97,183	105,448	92,862
Other Income	4,065	2,681	3,188	2,115
Total Income	117,717	99,864	108,636	94,977
Employee benefits expense	39,716	35,808	31,418	29,488
Other expenses	23,447	19,251	25,888	22,848
Operating Profit	54,554	44,804	51,330	42,641
Depreciation	7,048	6,025	5,841	5,420
Finance cost	821	761	687	667
Profit Before Tax	46,685	38,019	44,802	36,555
Tax Expenses	11,587	9,555	11,090	9,101
Profit for the year	35,098	28,463	33,712	27,454
Other Comprehensive Income	(148)	(21)	(131)	(11)
Total Comprehensive Income for the year	34,950	28,442	33,581	27,443
Earnings per Equity Share
Basic	72.06	58.26	68.69	56.07
Diluted	71.68	57.88	68.34	55.71
Other Equity (including retained earnings)	86,539	73,273	83,505	67,906
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone)	61,626	48,101	76,308	59,307

2. OVERVIEW OF PERFORMANCE

During FY2023-24, the consolidated revenue from operations of the Company was at '' 1,13,652 lakhs as against '' 97,183 lakhs in the FY2022-23. The Profit Before Tax was '' 46,685 lakhs as against the previous year PBT of '' 38,019 lakhs. The Earnings per share (Basic) was '' 72.06 as against the previous year which was at Earnings per share (Basic) '' 58.26 per share.

The year saw rapid growth in transaction volumes and SIPs, on the back of market momentum. There was buoyant investor confidence in the capital markets, and in Mutual Funds in particular. The Mutual fund Assets Under Management (AUM) grew by 35%, recording

the highest gain in recent years. Individual investors dominated the mutual fund categories like equity, hybrid, and solution-oriented schemes. Inflows into mutual funds have been rising consistently every month during the year, particularly among retail investors. Transaction volumes scaled to all time high of ~50 Mn. monthly transactions, catapulting the annual transaction volume over 598 Mn. a 29% increase over the previous year.

SIP registrations surged and reached an all-time high of ~25 Lakh new registrations in the month of December 2023 and continue to be in the range of ~20 lakhs per month. At an aggregate level ~27 Mn. new

SIPs were registered during FY 2023-24, an increase of 73% over previous year. New MF folios ramped up to touch 24 Mn. during the year, a 82% increase over FY 2023-24. There has been a spate of NFOs launched during 2024 with the launch of 162 schemes across CAMS serviced funds. CAMS operations, technology, digital enablers, customer service and front offices ensured high service delivery for these staggering volumes. The above developments are expected to give a fillip to the business of the Company. The share of CAMS in the industry continues to be stable at around 68% consistently for the last 2 years.

During the year, the Company won the mandates of five new AMCs which have commenced or in the process of commencing their operations. It has also expanded the facility at Gift City and has commenced operations.

The Company received the License from Reserve Bank of India to operate as Payment Aggregator, an activity which the Company has already been carrying on and became a regulated activity recently.

The Company continues to maintain its operational excellence and the recent customer satisfaction survey showed 97.60% of the respondents stating as very satisfied/satisfied.

3. SHARE CAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2024, was '' 49,14,31,190/- as against '' 48,99,35,960/-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.

The Company has an Employees Stock Option Plan under which the total quantum of options approved as per the scheme is 14,62,800. All these options have been issued and 383,118 shares have been issued against the exercise of the vested options as on 31^st March, 2024.

4. RESERVES

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

5. DIVIDENDS

Regulations, 2015 (âSEBI LODR Regulationsâ). The Dividend Distribution Policy is as also available on the website of the Company at the web-link: https:// diaital.camsonline.com/cams/documents/ policies/ Dividend%20Distribution%20Policv. pdf.

During the year, your directors declared and paid three interim dividends totaling '' 30.00/- per equity share on the dates specified below. The Directors also have recommended a final dividend of '' 16.50/- 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 01,2024.

Details of Interim Dividend Paid
Particulars	Approval Date	Dividend per equity share ''	Dividend Paid
First Interim	04.08.2023	8.00	39,21,01,440
Second interim	08.11.2023	10.00	49,12,24,600
Third Interim	06.02.2024	12.00	58,97,17,428
Total		30.00	1,47,30,43,468

6. IMPACT OF COVID-19

With normalcy returning post the Covid waves, the Company started full operations from the offices and the work from home model has been discontinued.

7. STATE OF THE COMPANYâS AFFAIRS

Your Company serves as the technology enabled service solutions partner to Mutual Funds and Private Equity Funds. It also provides electronic payment solutions, fully automated software solutions for seamless reconciliation for complex activity of payments and settlements and Facility for Banks and NBFCs for lien marking against mutual fund units. The Company also extends the facility of call center operations to its various clients and acts as Depository Participant for Investors. Being a Central Recordkeeping Agency (CRA), it caters to the NPS investors. Through its subsidiaries it provides the following services:

â¢ Insurance Repository services and outsourcing services for insurance companies

â¢ Account Aggregator services

â¢ Software services for the AMCs and services as a Technology Service Provider for entities in the Account Aggregator platform

â¢ Know Your Customer (KYC) registration services as a registered KYC Registration Agency (âKRAâ)

â¢ Payment Aggregator services for AMCs, Insurance companies and NBFCs

The Company is registered with the Securities and Exchange Board of India (SEBI) to provide Registrar & Transfer Agency services to Mutual Funds. It has been classified as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2 million folios. The Company is regulated by the Pension Fund Regulatory and Development Authority for the CRA Operations and by Reserve Bank of India for its payment aggregator business. The subsidiaries of the Company are also registered with sectoral regulators, details of which is furnished as part of this report. As regulated organizations, the Company and its subsidiaries bring the highest standards of service delivery and adherence to regulations.

Information on the operational and financial performance is provided in the Management Discussion and Analysis Report (âMD&A Reportâ) which forms part of the Annual Report and is in accordance with the SEBI LODR Regulations.

8. CAPITAL EXPENDITURE AND LIQUIDITY

The operations of the Company are not capital intensive. The capital expenditure is incurred mainly towards upgradation of technology, improvements to the cyber security and physical infrastructure required for its operations which are funded through internal accruals. It is not availing any kind of working capital facility from the Banks or financial institutions. As on March 31, 2024, the consolidated liquidity position of the Company was '' 61,626 lakhs [excluding Fixed Deposit(s) under Lien of ''142 lakhs for issue of Guarantee by Banks] as against 48,101 lakhs as on March 31, 2023 [excluding Fixed Deposit(s) under Lien of '' 118 lakhs for issue of Guarantee by Banks].

9. SUBSIDIARY COMPANIES(a) Wholly Owned Subsidiaries

CAMS Insurance Repository Services Limited

CAMS Investor Services Private Limited (âCAMS KRAâ) 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.

Sterling Software Private Limited (âSSPLâ) 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.

CAMS Payment Services Private Limited

(âCAMS PAYâ) has been incorporated for carrying on the business of âPayment Aggregatorâ. At present 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 this subsidiary subject to various regulatory approvals.

b) Other subsidiaries

Fintuple Technologies Private Limited

(âFintupleâ) 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. CAMS owns 53.99 % of the issued capital of the Company.

Think Analytics India Private Limited (TAIPL)

TAIPL offers Software as a Service (SaaS) based products and data science services to its customers in India and abroad and analytical solutions for use with the Account Aggregator framework. CAMS owns 55.42 % of the issued capital of the Company.

Think Analytics Consultancy Services Pvt. Ltd & Think 360 AI, Inc. based in Ohio, USA

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

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., âForm AOC-1â) 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:

https://diaital. camsonline. com/cams/documents/ Dolicies/Policv%20on%20Material%20 Subsidiaries.pdf

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

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

Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Company Secretary at the Company''s Corporate Office. Further, the said documents will be available for examination by the Shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 10.00 AM to 12.00 Noon up to the date of the ensuing Annual General Meeting.

10. RELATED PARTY TRANSACTIONS

During the year under review, the contracts and arrangements with subsidiaries have been entered into by the Company in its ordinary course of business and at arm''s length. These Related Party Transactions (âRPTâ) were not material transactions under Regulation 23 of the Listing Regulations.

There were no materially significant related party transactions with the Promoters, Directors, and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. 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. 30 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:

https://diaital.camsonline.com/cams/documents/ policies/ Related%20Partv%20Transactions%20Policv. pdf

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

Details of investments made by the Company as on March 31, 2024, in the subsidiaries and investment of surplus funds in Mutual Funds and Bank deposits made in the regular course of the business have been included in Notes of the Standalone Financial Statements. Other than above, the Company has not given loans, made investments, or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

12. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met five times during the FY 2023-24. The meetings were held on the following dates:

. 06^th May, 2023

. 04^th Aug, 2023

â¢ 08^th Nov, 2023

â¢ 06^th Feb, 2024

â¢ 28^th March, 2024

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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company had 6 Directors, which includes 3 Independent Directors, 2 Non-Executive Non-Independent Directors and 1 Managing Director.

Changes in the Board of Directors

Mr V Srinivasa Rangan resigned from the Board on 11th December,2023. Mr Narendra Ostawal and Mr Sandeep Kagzi resigned from the Board on 15th April, 2024. Mr

Pravin Udhyavara Bhadya Rao was appointed as an additional Director by the Board on 13th April, 2024.and the approval of the shareholders is being sought for his appointment as an Independent Director.

Independent Directors

Mr. Dinesh Kumar Mehrotra is the Chairman & Independent Director of the Board. Mr. Natarajan Srinivasan is an Independent Director of the Board. Mrs. Vijayalakshmi Rajaram Iyer is an Independent Director and Women Director of the Board.

Non-Executive Non-Independent Directors

Mr. Narendra Ostawal and Mr. Sandeep Kagzi were Non-Executive Nominee Directors of the Company representing Great Terrain Investments Limited, at the start of the financial year. Consequent to the sale of their holding by Great Terrain they ceased to be the nominee directors and were appointed as Non-Executive and Non-Independent Directors by the Board on 10th January, 2024. Subsequently, they have resigned from the Board with effect from 15th April, 2024.

Managing Director

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.

14. 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.

The 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 as relevant for the Company are also highlighted in these presentations.

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

https://diciital.camsonline.com/cams/documents/

Dolicies/Familiarization%20Prooram%20for%20

Independent%20Directors.pdf

15. 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 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.

16. 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 BCMS 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.

17. AUDIT COMMITTEE

The Board has constituted an Audit Committee comprising of the following Directors and during the year under review, all recommendations of the Audit Committee were accepted by the Board.

Mr. Natarajan Srinivasan - Chairman

Mr. Dinesh Kumar Mehrotra

Mrs. Vijayalakshmi Rajaram Iyer

Mr. Sandeep Ramesh Kagzi (ceased to be a member with effect from April 15^th, 2024 )

18. AUDITORS(i) Statutory Auditors

M/s. S.R. Batliboi and Associates LLP, Chartered Accountants (ICAI Firm Registration No.101049W/ E300004, are the statutory auditors of the Company. Auditor''s Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark, or disclaimer. However, the report states that, audit trail feature is not enabled for direct changes to data and that there was no instance of audit trail feature being tampered with in respect of the accounting software. In respect of this the Company has provided the response in Note 38 of the Accounts.

(ii) Secretarial Auditors

The Company has appointed Ms. B. Chandra, Practicing Company Secretary (Certificate of Practice No. 7859), to conduct Secretarial Audit as per the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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.

19. CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in the sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee has been formed by the Company which oversees the activities relating to activities supporting the social and environmental causes.

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 policy is available on the website of the Company at the link: https:// digital.camsonline.com/cams/documents/ financial information/CSR%20Policy. pdf

The initiatives undertaken by your Company during the year 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.

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: https://diaital.camsonline.com/ cams/documents/policies/Risk%20Manaaement%20 Policv.pdf

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:

https://diciital.camsonline.com/cams/documents/

policies/Nomination%20and%20Remuneration%20

Policv.pdf

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:

https://digital.camsonline.com/cams/documents/

policies/Whistle%20Blower%20Policv.pdf

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

The details 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 information on foreign exchange earnings and outgo is furnished in Note No. 30 of the Standalone Financial Statements.

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: https://www.camsonline.com/about-cams/

shareholder-relations/annual-return-form

27. DIRECTORâS RESPONSIBILITY STATEMENT

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

a. in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material deviations from the same.

b. t hey 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, 2024, 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)

The Company has displayed on its website the details of unpaid dividend 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. During the year, no cases were reported and there were no cases pending as on March 31,2024.

32. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as âCAMS Employee Stock Option Plan, 2019â. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is 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 scheme has been approved by the shareholders on July 29, 2021.

The details of the Employee Stock Options Plan forming part of the Notes to accounts of the Financial Statements in this Annual Report and 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 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

35. OTHER DISCLOSURES

During the year under review, there has been no Material change in the nature of business of the Company. There are 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, 2024, and as on the date of this Board''s Report.

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. The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

36. 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.

Mar 31, 2023

Your Directors are pleased to present the Company''s Thirty Fifth Annual Report and audited financial statements for the year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS

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

	Consolidated		Standalone
Particulars	For the FY 2022-23	For the FY 2021-22	For the FY 2022-23	For the FY 2021-22
	In '' Lakhs	In '' Lakhs	In '' Lakhs	In '' Lakhs
Revenue from Operations	97,183	90,967	92,862	86,377
Other Income	2,681	1,727	2,115	3,976
Total Income	99,864	92,694	94,977	90,353
Operating expenses	47,034	41,474	45,245	40,950
Other expenses	8,025	7,080	7,091	6,416
Operating Profit	44,804	44,140	42,641	42,987
Depreciation	6,025	5,162	5,420	4,740
Interest	761	713	667	662
Profit Before Tax	38,019	38,265	36,555	37,584
Tax Expenses	9,555	9,570	9,101	8,643
Profit for the year	28,463	28,695	27,454	28,941
Other Comprehensive Income	21	41	(11)	104
Total Comprehensive Income for the year	28,442	28,736	27,443	29,046
Earnings per Equity Share
Basic	58.26	58.73	56.07	59.23
Diluted	57.88	58.41	55.71	58.91
Other Equity (including retained earnings)	73,273	59,873	67,906	55,567
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone)	48,101	37,905	59,307	47,983

2. OVERVIEW OF PERFORMANCE

During FY2022-23, the consolidated revenue from operations of the Company was at '' 97,183 lakhs as against '' 90,967 lakhs in the previous year. The Profit Before Tax was '' 38,019 lakhs as against the previous year PBT of '' 38,265 lakhs. The Earnings Per Share was '' 58.26 as against the previous year which was at '' 58.73 per share.

The year has been generally robust for mutual fund Industry, with significant growth in key metrics -transactions, AUM & SIPs - both count & collections. SIP new registrations also continued the unabated growth trend. The industry also launched new products across the board during the year. New offerings have come in the form of flexicap funds, multicap funds, FoFs, ETFs and index funds.

The year witnessed the capital markets weighing-in the impact of various macroeconomic events like the Russia-Ukraine war, high inflation, increasing commodity prices and crypto currency crash and reports of China Covid surge. However, the MF Industry remained buoyant and continued to make new highs and the Assets Under Management (AUM) of the industry crossed a record '' 40 lakh crore during the year and was close to this level as of March 31, 2023. The number of folios also hit a record high and was at 5.74 crore as of March 31, 2023. CAMS transaction volumes were close to 500 million transactions valued at about '' 150 trillion which is a record high.

Considering the focus of the industry, the strong regulatory framework, the digitalisation of the modes of investments, the enhanced growth in the corporate earnings, higher disposable income, and investable household surplus, it is felt that the mutual fund industry is on a strong footing, and there is strong reason to believe that the products and services offered by the industry would see rapid uptake in coming years.

SIP continues to be a popular investment mode and the inflows from the SIPs have resulted in significant expansion of the market during the year. The Systematic Investment Plan (SIP) accounts were at a record 6.36 crore as on March 31,2023. MF penetration also increased significantly due to the digital modes available for the investment. There were several New Fund Offers (NFO) launched during the year which were well received by the market. Though the recent changes in the taxability relating to long term capital gain are expected to impact the attractiveness of the debt funds, expansion of the investment horizon will also play a critical role in providing a fillip to the industry.

The company continues to make significant progress in operational excellence and the recent customer satisfaction survey showed a response of 96.1% of the respondents stating it as very satisfied/satisfied.

3. SHARE CAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2023, was '' 48,99,35,960/- as against '' 48,90,34,700/-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.

The Company has an Employees Stock Option Plan under which the total quantum of options approved

as per the scheme is 14,62,800. Out of the same 12,56,049 options have already been issued and 2,33,596 shares have been issued against the exercise of the vested options.

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 4, 2022, containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âSEBI LODR Regulationsâ). The Dividend Distribution Policy is as also available on the website of the Company at the web-link: https://digital.camsonline.com/cams/documents/ policies/Dividend%20Distribution%20Policv.pdf.

During the year, your Directors declared and paid three interim dividends totaling '' 25.75/- per equity share on the dates specified below. The Directors are also recommending a final dividend of '' 12/- 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 August 7, 2023.

Details of Interim Dividend Paid:

Particulars	Approval Date	Payment Date	Dividend per equity share	Dividend paid
First Interim Dividend	05.08.22	26.08.22	6.75	33,02,87,227
Second Interim Dividend	04.11.22	28.11.22	8.50	41,59,17,249
Third Interim Dividend	07.02.23	24.02.23	10.50	51,37,80,131
			25.75	125,99,84,607

6. IMPACT OF COVID-19

With normalcy returning post the Covid waves, the company started full operations from the offices and the work from home model was discontinued. However, we are seeing reports of surge in COVID, with the country logging increasing number of cases every week. This is but a trigger that demands meticulous preparation for our business operations. The company is closely monitoring the situation and is fully prepared for handling the situation that may arise.

7. STATE OF THE COMPANYâS AFFAIRS

â¢ Insurance Repository services and outsourcing services for insurance companies

â¢ Account Aggregator services

â¢ Software services for the AMCs and services as a Technology Service Provider for entities in the Account Aggregator platform

â¢ Know Your Customer (KYC) registration services as a registered KYC Registration Agency (âKRAâ)

â¢ Payment Aggregator services for AMCs, Insurance companies and NBFCs

The Company is registered with the Securities and Exchange Board of India (SEBI) to provide Registrar & Transfer Agency services to Mutual Funds. It has been classified as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2 million folios. The company is regulated by the Pension Fund Regulatory and Development Authority for the CRA Operations and by Reserve Bank of India for its payment aggregator business. The subsidiaries of the company are also registered with sectoral regulators, details of which is furnished as part of this report. As regulated organizations, the Company and its subsidiaries bring the highest standards of service delivery and adherence to regulations.

Information on the operational and financial performance among others is provided in the Management Discussion and Analysis Report (âMD&A Reportâ) which forms part of the Annual Report and is in accordance with the SEBI LODR Regulations.

8. CAPITAL EXPENDITURE AND LIQUIDITY

operations which are funded through internal accruals. It is not availing any kind of working capital facility from the Banks or financial institutions. As on March 31, 2023, the consolidated liquidity position of the Company was '' 48,101 lakhs [excluding Fixed Deposit(s) under Lien of '' 118 lakhs for issue of Guarantee by Banks] as against '' 37,905 lakhs as on March 31,2022 [excluding Fixed Deposit(s) under Lien of '' 2,067 lakhs for issue of Guarantee by Banks].

9. SUBSIDIARY COMPANIESa) Wholly owned subsidiaries

CAMS Insurance Repository Services Limited

(âCAMS REPâ) is licensed by IRDAI to 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 launched industry first âPolicyGenie Deep Contact Tracing productâ, an efficient and cost-effective solution leveraging emerging digital technologies.

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

CAMS Financial Information Services Private Limited (âCAMS FISâ) is carrying on the business of âAccount Aggregatorâ. The Company has received the Certificate of Registration from Reserve Bank of India (âRBIâ) as a Non-Banking Finance Company - Account Aggregator and has commenced commercial operations.

CAMS Payment Services Private Limited

(âCAMS PAYâ) has been incorporated for carrying on the business of âPayment Aggregatorâ. At present 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.

b) Other subsidiaries

Fintuple Technologies Private Limited

Sterling Software (Deutschland) Gmbh - which was a wholly owned subsidiary of Sterling Software Private Limited has been deleted from the German commercial register with effect from November 15, 2022 and has ceased to exist from the above date.

Think Analytics India Private Limited (TAIPL)

On April 04, 2023, the Company acquired 55.42% share capital of TAIPL, which has become a subsidiary from the above date. 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.

Think Analytics Consultancy Services Pvt. Ltd & Think 360 AI, Inc. based in Ohio, USA

The above companies are the subsidiaries of TAIPL and have become step down subsidiaries of the company with effect from April 04, 2023.

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., âForm AOC-1â) 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: https://digital. camsonline. com/cams/documents/ policies/Policy%20on%20Material%20 Subsidiaries.pdf

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

I n 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

10. RELATED PARTY TRANSACTIONS

The attention of members is drawn to Note No. 31 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: https://digital.camsonline.com/cams/documents/policies/ Related%20Partv%20Transactions%20Policv.pdf

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

Details of investments made by the Company as on March 31, 2023, in the subsidiaries and investment of surplus funds in Mutual Funds and Bank deposits made in the regular course of the business have been included in Notes of the Standalone Financial Statements. Other than above, the Company has not given loans, made

investments, or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

12. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met Seven times during the FY2022-23. The meetings were held on the following dates:

â¢ May 05, 2022

â¢ August 05, 2022

â¢ October 17, 2022

â¢ November 04, 2022

â¢ February 07, 2023

â¢ March 04, 2023

. March 24, 2023

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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2023, your Company had

7 Directors, which includes 3 Independent Directors, 2 Non-Executive Nominee Directors, 1 Non-Executive Non-Independent Director and 1 Managing Director.

Independent Directors

Non-Executive Nominee Directors

Mr. Narendra Ostawal and Mr. Sandeep Kagzi are Non-Executive Nominee Directors of the Company representing Great Terrain Investments Limited, Promoter of the Company.

Non-Executive Non-Independent Director

Mr. Vedanthachari Srinivasa Rangan is a Non-Executive Non-Independent Director of the Company. Previously he was the Nominee of HDFC Limited, one of the Shareholders of the Company.

Managing Director

Changes in the Board of Directors

There have been no changes in the Board of Directors during the year. As per the provisions of the Companies Act, 2013, Mr. Sandeep Kagzi will retire as director at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

14. 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.

During the year, there was no appointment of any new Independent Directors and hence the above orientation programme was not relevant. 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 as relevant for the company are also highlighted in these presentations.

The details of the familiarization policy may be accessed on the Company''s corporate website: https://digital.camsonline.com/cams/documents/ policies/Familiarization%20Program%20for%20 Independent%20Directors.pdf

15. 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 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.

16. INTERNAL 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 ISO 9001-2008 and ISO 27001 certified. 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.

17. AUDIT COMMITTEE

The Board has constituted an Audit Committee comprising of the following Directors and during the year under review, all recommendations of the Audit Committee were accepted by the Board.

Mr. Natarajan Srinivasan - Chairman

Mr. Dinesh Kumar Mehrotra

Mrs. Vijayalakshmi Rajaram Iyer

Mr. Sandeep Ramesh Kagzi

18. AUDITORS(i) Statutory Auditors

M/s. Brahmayya & Co., Chartered Accountants (ICAI Firm Registration No.000511S), were appointed as Statutory Auditors of the Company at the 30^th Annual General Meeting (âAGMâ) to hold office for a period of five years, commencing from the conclusion of the 30^th AGM held on June 25, 2018, till the conclusion of the 35^th AGM of the Company to be held in the year 2023. The Auditor''s Report annexed to the financial statements for the year under review issued by M/s. Brahmayya & Co does not contain any qualification, reservation, adverse remark, or disclaimer.

As the term of the existing auditor is getting completed at the forthcoming Annual General Meeting and they are not eligible for reappointment, the Board of Directors at their meeting held on May 06, 2023 has recommended to the shareholders the appointment of M/s. S.R. Batliboi and Associates LLP as the statutory auditors for a period of five years who shall hold office up to the conclusion of the 40^th Annual General Meeting of the Company. The same is being placed before the shareholders for their consideration and approval.

(ii) Secretarial Auditors

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.

19. CORPORATE SOCIAL RESPONSIBILITY

The company is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in the sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee has been formed by the Company which oversees the activities relating to activities supporting the social and environmental causes.

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 policy is available on the website of the Company at the link: https://digital.camsonline.com/cams/documents/ financial information/CSR%20Policy. pdf

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: https://digital.camsonline.com/ cams/documents/policies/Risk%20Management%20 Policv.pdf

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:

https://digital.camsonline.com/cams/documents/

policies/Nomination%20and%20Remuneration%20

Policv.pdf

22. WHISTLE BLOWER POLICY

I n 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:

https://digital.camsonline.com/cams/documents/

policies/Whistle%20Blower%20Policv.pdf

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

The 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 information on foreign exchange earnings and outgo is furnished in Note No. 30 of the Standalone Financial Statements.

24. CORPORATE GOVERNANCE

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: https://digital.camsonline.com/cams/ documents/annual return form/MGT-7.pdf

27. DIRECTORâS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed and there are no material deviations from the same.

b) t hey 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, 2023, 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)

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.

32. EMPLOYEE STOCK OPTIONS

The details of the Employee Stock Options Plan forming part of the Notes to accounts of the Financial Statements in this Annual Report and 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, 201 4 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 2022-23, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

35. OTHER DISCLOSURES

During the year under review, there has been no Material change in the nature of business of the Company.

There are 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 31,2023, and as on the date of this Board''s Report.

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.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

36. 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: Chennai Chairman

Date: May 06, 2023 DIN: 00142711

Mar 31, 2022

Your Directors are pleased to present the Company''s Thirty Fourth Annual Report and audited financial statements for the year ended March 31, 2022.

1. FINANCIAL HIGHLIGHTS

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

	Consolidated		Standalone
Particulars	For the FY 2021-22	For the FY 2020-21	For the FY 2021-22	For the FY 2020-21
	In '' Lakhs	In '' Lakhs	In '' Lakhs	In '' Lakhs
Revenue from Operations	90,967	70,550	86,377	67,375
Other Income	1,727	2,975	3,976	5,860
Total Income	92,694	73,525	90,353	73,235
Operating expenses	41,474	34,100	40,950	34,469
Other expenses	7,080	6,848	6,416	6,121
Operating Profit	44,140	32,576	42,987	32,645
Depreciation	5,162	4,341	4,740	3,939
Interest	713	790	662	706
Profit Before Tax	38,265	27,445	37,584	28,000
Tax Expenses	9,570	6,916	8,643	6,103
Profit for the year	28,695	20,529	28,941	21,897
Other Comprehensive Income	41	42	104	35
Total Comprehensive Income for the year	28,736	20,571	29,046	21,932
Earnings per Equity Share
Basic	58.73	42.08	59.23	44.89
Diluted	58.41	41.93	58.91	44.72
Other Equity (including retained earnings)	59,873	46,708	55,567	42,092
Cash and Cash Equivalents and Investments (excluding customer collection accounts & lien deposits and including subsidiary investments in the case of standalone)	37,905	30,886	47,983	39,712

2. OVERVIEW OF PERFORMANCE

During FY 2021-22, the consolidated revenue from operations of the Company was at '' 90,967 lacs as against '' 70,550 lacs in the previous year. The Profit Before Tax was '' 38,265 lacs as against the previous year PBT of '' 27,445 lacs. The Earnings Per Share was '' 58.73 as against the previous year which was at '' 42.08 per share.

Though the year started with uncertainty, outlook improved substantially as the year progressed. Average Assets serviced by the Company grew during the year. Equity asset class growth was aided by valuation gains and positive inflows aided by growing Assets Under Management (âAUMâ) in Systematic Investment Plans (SIP). In a significant development, during the year the Company has been appointed as the Registrar and Transfer Agent for Franklin

Particulars	Approval Payment Dividend Date Date per equity share (in '')		Dividend paid ('' in crs)
First Interim Dividend	10.08.2021 08.09.2021	6.50	31.74
Second Interim Dividend	14.11.2021 06.12.2021	9.50	46.46
Third Interim Dividend	10.02.2022 05.03.2022	10.75	52.57

Templeton Mutual Fund which further crystalized the leadership position of CAMS in the RTA space.

There were several landmark New Fund Offers(âNFOâ) launched during the year and almost each posted excellent results in terms of consumer acceptance and mobilization numbers. The mutual fund operations also witnessed all round highs across key metrics -transactions, AUM & SIPs - both count & collections. SIP new registrations also continued the unabated. AUM growth story saw an upswing particulary with Equity AUM registering a life time high.

CAMS transaction volume touched a historic high in FY 2021-22 at 415.90 Million transformational automation projects, reimagined processes and digitalization enabled operational excellence. Investor satisfaction scores at 95% is a testimony to CAMS''s service excellence. The Company continue to make significant progress in building new business & revenue-lines on the back of existing platform capabilities. These initiatives also enabled the improved performance.

3. SHARE CAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2022 was '' 48,90,34,700/- as against '' 48,79,10,380/-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 have become vested to them during the year.

The Company has an existing Employees Stock Option Plan under which an aggregate of 12,82,902 options have been granted till March 31, 2022. Out of these options, 1,43,470 options have been converted into equity shares after the vesting period.

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 January 2, 2020, containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ), and is provided as Part B (VI) to this Report. The

Dividend Distribution Policy is as also available on the website of the Company at the web-link: https://www.camsonline.com/assets/imaae/about/pdf/ Policv/Dividend%20Distribution%20Policv.pdf During the year, your Directors declared and paid three interim dividends totaling to '' 26.75 per share on the dates specified below. The Directors are also recommending a final dividend of '' 12.00 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 June 30 2022.

Details of Interim Dividend Paid:

6. IMPACT OF COVID-19

During the year, the second wave of the Covid 19 pandemic accelerated across the country. A spurt of cases ensued in many states including Tamil Nadu and the virus affected entire families. Even as the country scrambled to drive vaccination, various forms of restrictions were imposed initially, and then continuous lockdowns were placed across cities and states by local authorities. The virus affected many of the employees and their family members as well.

Despite the force and pace of the pandemic spread, Company has been able to continue to provide all services to the AMCs with very little compromise or scale-back. It ramped up Work From Home (âWFHâ) to 75% of the workforce with select team members alone coming to the office and being accommodated in hotels next to the offices. In operating units where key managers were affected or specific teams were impacted, the Company provided support from other parts of the organization on a temporary basis and the team stretched as needed.

7. STATE OF THE COMPANYâS AFFAIRS

Your Company serves as the technology enabled service solutions partner to Mutual Funds and Private Equity Funds. The Company is registered with the Securities and Exchange Board of India (''SEBI'') to provide Registrar & Transfer Agency services to Mutual Funds. It has been classified as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2 Million Folios. As a regulated organization, the Company brings highest standards to service delivery and adherence to regulations. The Company also extends the facility of call center operations to its various clients and acting as Depository Participant for Investors. The Company is also carrying on the payment services to its various mutual fund clients and others. The activity which was unregulated has been brought under the purview of Reserve Bank of India (âRBIâ). An application has been filed with RBI for being registered as Payment Aggregator and the same is under process.

During the year, an office has been set up at Gujarat International Finance Tec-City (GIFT) for catering to the clients operating from the above place. The Company''s operations as a Central Record Keeping Agency (âCRAâ) was launched in the month of March 2022. CAMS CRA is the first CRA in the country to be fully deployed and hosted on the cloud. It has received positive response from the market and has enrolled more than 2000 subscribers as on date.

The Account Aggregator (âAAâ) business and the Technology Service Provider activities for the AA activities have been commenced during the year through the subsidiaries.

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report (âMD&A Reportâ) which forms part of the Annual Report and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

8. CAPITAL EXPENDITURE AND LIQUIDITY

The operations of the Company are not capital intensive. It is not availing any kind of working capital facility from the Banks or financial institutions. The capital expenditure is mainly towards upgradation of technology, improvements to the cyber security and physical infrastructure required for its operations.

As on March 31, 2022, the consolidated liquidity position of the Company was '' 37,905 lacs [excluding Fixed Deposit(s) (''FD'') under Lien of '' 2,067 lacs for issue of Guarantee by Banks] as against '' 30,886 lacs

as on March 31,2021 [excluding Fixed Deposit(s) (''FD'') under Lien of ? 2,080 lacs for issue of Guarantee by Banks].

9. SUBSIDIARY COMPANIES

As of March 31, 2022, your Company has 6 wholly owned subsidiaries (including 1 step-down subsidiary which is under the process of winding up). On April 5, 2022, the Company has acquired 51% share capital of Fintuple Technologies Private Limited, which has become a subsidiary as on the above date.

Domestic Subsidiaries

CAMS Insurance Repository Services Limited (âCAMS REPâ) is licensed by IRDAI to offer Insurance Repository services to Insurance policy holders. The Company has developed outsourcing solutions for new business processing and policy holder services for leading private insurance companies. This Company is serving leading insurance companies which include Life, Health and General insurance companies. It has also launched industry first âPolicyGenie Deep Contact Tracing productâ, an efficient and cost-effective solution leveraging emerging digital technologies.

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

CAMS Financial Information Services Private Limited (âCAMS FISâ) is carrying on the business of âAccount Aggregatorâ as a Non-Banking Financial Company. The Company has received the Certificate of Registration from Reserve Bank of India (âRBIâ) as a Non-Banking Finance Company - Account Aggregator and has commenced commercial operations.

CAMS Payment Services Private Limited (âCAMS PAYâ) has been incorporated for carrying on the business of âPayment Aggregatorâ. Presently 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.

Fintuple Technologies Private Limited (âFINTUPLEâ)

Your Company has acquired controlling stake in Fintuple with effect from April 5, 2022 after which it has become a subsidiary of the Company. Founded in 2018, Fintuple is a new age start-up which has launched niche technology offerings in the areas of client digital on-boarding, eKYC, fund reports, and other support digital solutions for Alternate Investment Funds (âAIFâ) and Portfolio Management Solutions (âPMSâ). In a short span, Fintuple has added marquee AIF brands and Banks to its client roster and is set to expand its footprint as the gateway connecting the digitally savvy consumers to digitally enabled manufacturers and providers via APIs.

Foreign Subsidiary

Sterling Software (Deutschland) GmbH (âSSGMBHâ) is a wholly owned subsidiary of Sterling Software Private Limited incorporated in Germany and was engaged in the business of providing IT Software services and consultancy. The Company has taken steps for winding down this subsidiary due to inadequacy of revenue from German operations and resultant unviability. The winding up is in progress.

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., âForm AOC-1â) 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: https://www. camsonline. com/Downloads/ Corporate%20Governance%20Policies.pdf

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

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

for examination by the Shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 10.00 AM to 12.00 Noon up to the date of the ensuing Annual General Meeting.

10. RELATED PARTY TRANSACTIONS

During the year under review, the contracts and arrangements with wholly owned subsidiaries have been entered by the Company in its ordinary course of business and at arm''s length. These Related Party Transactions (âRPTâ) were not material transactions under Regulation 23 of the Listing Regulations.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. 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. Attention of the members is drawn to Note No. 31 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: https://www. camsonline. com/Downloads/ Corporate%20Governance%20Policies.pdf

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

Details of investments made by the Company as on March 31, 2022, in the wholly owned subsidiaries and investment of surplus funds in Mutual Funds and Bank deposits made in the regular course of the business have been included in Notes of the Standalone Financial Statements. Other than above, the Company has not given loans, made investments, or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

12. NUMBER OF BOARD MEETINGS HELD

The Board of Directors of the Company met six times during the Financial Year 2021-22. The meetings were held on the following dates:

â¢ May 25, 2021

â¢ August 10, 2021

â¢ November 14, 2021

â¢ February 10, 2022

â¢ March 04, 2022

â¢ March 30, 2022

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.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2022, your Company had 7 Directors, which includes 3 Independent Directors, 2 NonExecutive Non-Independent Director, 1 Non-Executive Nominee Director and 1 Managing Director.

Independent Directors

Mr. Dinesh Kumar Mehrotra is the Chairman & Independent Director of the Board. Mrs. Vijayalakshmi Rajaram Iyer is an Independent Director and Women Director of the Board. Mr. Natarajan Srinivasan is an Independent Director of the Board.

Non-Executive Nominee Directors

Mr. Narendra Ostawal is a Non-Executive Nominee Director of the Company, and he is a Nominee Director of Great Terrain Investments Limited, Promoter of the Company.

Non-Executive Non-Independent Directors

Mr. Vedanthachari Srinivasa Rangan is a Non-Executive Non-Independent Director of the Company. Previously he was the Nominee of HDFC Limited one of the Shareholders of the Company. Mr. Sandeep Ramesh Kagzi is the other Non-Executive Non-Independent Director of the Company.

Changes in the Board of Directors

Mr. Zubin Soli Dubash resigned from the Board with effect from June 21, 2021. Mr. Sandeep Ramesh Kagzi was appointed as an Additional Director with effect from June 22, 2021 and was appointed as a Director by the Members at the Annual General Meeting held on July 29, 2021. M/s. Great Terrain Investment Limited, the promoters have nominated Mr. Sandeep Ramesh Kagzi as their Nominee to the Board with effect from April 11,2022 which has been taken note of by the Board on April 20, 2022.

As per the provisions of the Companies Act, 2013, Mr. Vedanthachari Srinivasa Rangan will retire as

director at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment.

Key Managerial Personnel

During the year, consequent to the super annuation of Mr. Somasundaram, Mr. S. R. Ramcharan was appointed as the Chief Financial Officer of the Company with effect from August 1,2021.

Mr. Anuj Kumar was appointed as Managing Director for a period of five years with effect from August 1,2021 and the same was approved by the shareholders at the Annual General Meeting held on July 29, 2021.

The following personnel are the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mr. Anuj Kumar, Managing Director;

2. Mr. S. R. Ramcharan, Chief Financial Officer; and

3. Mr. G. Manikandan, Company Secretary.

14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining to provide them with an opportunity to familiarise themselves with the Company, its management, its operations and the industry in which the Company operates.

At the time of appointing a Director, a formal letter of appointment is given to him/her, which inter-alia explains the role, function, duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him/her under the Companies Act, 2013, the Listing Regulations and other relevant regulations and affirmation taken with respect to the same.

The induction programme includes:

1) For each Director, a one-to-one discussion with the Managing Director to familiarize the former with the Company''s operations.

2) An opportunity to interact with other business heads and senior officials of the Company, who also make presentations to the Board members briefing them on the operations of the Company, strategy, risks, new initiatives, etc.

The details of the familiarization policy may be accessed on the Company''s corporate website: https://www.camsonline.com/assets/PDF/ABOUT CAMS/Familiarization%20Program%20for%20 Independent%20Directors%20-%20Final.pdf

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

The Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 Listing Regulations has been carried out during the year.

16. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with 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 ISO 9001- 2008 and ISO 27001 certified.

The internal financial control system is supplemented by Internal audits. An external audit firm has been appointed for carrying on the Internal Audits. The Audit Committee of the Board of Directors reviews the reports of the Auditors at its periodical meetings. Navision, an Enterprise Resource Planning system from Microsoft, is implemented to assist with financial accounting.

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

17. AUDIT COMMITTEE

The Audit Committee comprises of:

i. Mr. Natarajan Srinivasan - Chairman

ii. Mr. Dinesh Kumar Mehrotra

iii. Mrs. Vijayalakshmi Rajaram Iyer

iv. Mr. Sandeep Ramesh Kagzi

During the year under review, all recommendations of the Audit Committee were accepted by the Board.

18. AUDITORS

(i) Statutory Auditors

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors. The remuneration payable to the Statutory Auditors shall be determined by the Board of Directors based on the recommendation of the Audit Committee.

The Auditor''s Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.

(ii) Secretarial Auditors

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.

19. CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible Company, CAMS is committed to increasing its Corporate Social Responsibility (CSR) impact with an aim of playing a bigger role in sustainable development of our society. In pursuit of this objective, a Corporate Social Responsibility (CSR) Committee had been formed by the Company which oversees the activities relating to activities supporting the social and environmental causes.

20. RISK MANAGEMENT POLICY

The Company has also in place a Risk Management Policy which includes the following:

â¢ The objective and scope

â¢ Components of sound risk management system

â¢ The risk management principles

â¢ Risk governance structure and defining their roles and responsibilities

â¢ Risk management framework defining risk, risk appetite/ risk tolerance, potential events, risk statement, risk indicators, risk management, risk attributes and risk factors

The policy is available on the website of the Company at the link:

https://www.camsonline.com/Downloads/Risk%20

Manaaement%20Policv.pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a Nomination and Remuneration Policy.

The policy is available on the website of the Company at the link:

https://www.camsonline.com/assets/PDF/ABOUT

CAMS/Nomination%20and%20Remuneration%20

Policv%20-%20Final.pdf

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 (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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:

https://www. camsonline. com/Downloads/ Whistleblower%20Policv.pdf

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

(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. Appropriate technology is used in the platform and in the improvements, as is being carried out from time to time.

(iii) Foreign exchange earnings and outgo - The information on foreign exchange earnings and outgo is furnished in Note No. 30 of the Standalone Financial Statements.

24. OTHER DISCLOSURES

During the year under review, there has been no Material change in the nature of business of the Company.

There are no significant or material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e., March 31, 2022 and as on the date of this Board''s Report.

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.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

25. CORPORATE GOVERNANCE

Your Company is committed to maintain the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders, employees, customers, suppliers and other stakeholders.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Business Responsibility And Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

27. ANNUAL RETURN

https://www.camsonline.com/assets/PDF/Annual Return FORM NO MGT 7 FY21 22 03062022.pdf

28. DIRECTORâS RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts for the year ended March 31, 2022, 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, 2022 and of the profit of the Company for year ended on that date;

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.

29. 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.

30. 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 as applicable to both these Exchanges.

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

The Company has displayed in its website the details of unpaid dividend 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.

32. 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.

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

During the year, 2 cases were reported and disposed. There were no cases pending as on March 31, 2022.

33. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as âCAMS Employee Stock Option Plan, 2019â. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is 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 scheme has been approved by the shareholders on July 29, 2021.

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

34. 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 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.

35. SECRETARIAL STANDARDS

During the year 2021-2022, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

36. 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 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: Chennai Chairman

Date: May 05, 2022 DIN: 00142711

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