Dear Members,

Your Directors are pleased to present their Twenty Fourth Annual Report on the business and operations of the Company and the annual audited accounts for the year ended March 31, 2024.

Profit before Interest, Depreciation & Tax (PBIDT) increased by 25.17% to Rs. 31,650.10 lakhs during 2023-24 from Rs 25,286.58 lakhs during 2022-23. Profit after Tax increased by 24.54% to Rs. 30,942.30 lakhs during 2023-24 from Rs. 24,845.82 lakhs during 2022-23 mainly on account profit on sale of investment and increase in interest income.

During the year, your Company has announced two interim dividends of Rs. 82 per share (before bonus issue) and Rs. 19 per equity share (after bonus issue) amounting to Rs.

11,360.06 lakhs. No final dividend is recommended on Equity

Shares.

During the year, the Board at its meeting held on October 18, 2023 allotted 2,56,72,460 Bonus Shares to the eligible shareholders of the Company in the proportion of 4 (four) new fully paid-up equity share of 10/- each for every 1 (one) existing fully paid-up equity share of Rs. 10/- each by capitalising a sum of Rs. 1,271.85 lakhs out of its General Reserves and Rs. 1,295.39 lakhs Capital Redemption Reserve of the Company. In view of the above, the paid up share capital of the Company increased from Rs. 6,41,81,150 divided into 64,18,115 equity shares of Rs. 10/- each to Rs. 32,09,05,750 divided into 3,20,90,575 equity shares of Rs. 10/- each.

During the year, the company has sold 8,00,000 Equity shares of SRF Limited (subsidiary company) in open market for an aggregate consideration of Rs. 204.16 Crores resulting in profit of Rs. 202.31 crores appx. which has been transferred to Profit & Loss Account. As a result the percentage holding of the Company in SRF Limited (a subsidiary of the Company) decreased from 50.48% to 50.21%.

As on March 31, 2024, your company had the following subsidiaries:-

1. SRF Limited is a subsidiary of the Company engaged primarily in the manufacture of technical textiles, specialty chemicals, fluorochemicals and packaging films. It has eight wholly owned subsidiaries out of which two wholly owned subsidiaries are registered in India and remaining six are registered outside India. Three of these are direct wholly owned subsidiaries and the rest five are step down wholly owned subsidiaries of SRF Limited. The details of the business of these subsidiaries are more particularly given in the Annual Report of SRF Ltd. for 2023-24 which is available on the website www.srf.com

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

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

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

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

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

The consolidated profit and loss account for the period ended March 31, 2024 includes the profit and accounts for these fourteen subsidiaries for the complete financial year ended

March 31, 2024.

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

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

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

Mr. Ashish Bharat Ram (DIN 00671567) is retiring at the forthcoming annual general meeting and being eligible offers himself for re-appointment.

During the year, the Members of the Company at the 23^rd Annual General Meeting held on August 10, 2023 had appointed Mr. Gagan Mehta as an Independent Director of the Company for a term of 5 years w.e.f. May 27, 2023.

Mrs. Shalini Gupta (DIN 00061404), on the recommendations of Nomination and Remuneration Committee and Board of Directors and on the approval of the members through special resolution passed by postal ballot dated October 7, 2023 was appointed as an Independent Director of the Company for a term of 5 years w.e.f. September 01, 2023.

Mrs. Ira Gupta (DIN 07517101), Independent Director resigned from the Board from the close of business hours on February 13, 2024 due to pre-occupation and other professional assignments and there were no any other material reasons. Mr. Amitav Virmani (DIN 02169955) ceased to be Independent Director upon completion of second consecutive term from the close of business hours on March 31, 2024. The Board on the recommendation of Nomination and Remuneration Committee has proposed re-appointment of Mr. Jagdeep Singh Rikhy (DIN – 00944954), as Independent Director for approval of the members through special resolution for a further period of 5 years w.e.f. 01.04.2024 to 31.03.2029 through Postal Ballot Notice dated May 24, 2024 for which evoting will start on Monday, May 27, 2024 and will end on

Tuesday, June 25, 2024.

Brief resume of the Directors who are proposed to be appointed/ re-appointed is furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

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

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

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

Qualification of Directors) Rules, 2014. One of the Directors was exempted from the requirement to undertake the online proficiency self-assessment test the remaining have cleared the Online Proficiency prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended. In accordance with the requirements of the Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.

In accordance with the aforesaid Policy, the Nomination and Remuneration Committee (NRC) evaluates the performance of the Executive Director, Non- Independent non-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act, 2013 ("the

Companies Act) and Listing Regulations, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilmentof role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

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

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link https://www.kamaholdings.com/kama/Inv/2024-25/KAMA_ Familarisation_programme_2024.pdf

During the year 2023-24, eight meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 29 of this Annual Report.

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

Companies Act, 2013, it is hereby confirmed that a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

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

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

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms' length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 (‘the Act') in Form No. AOC-2 is not applicable to the Company for FY 2023-24 and hence the same is not provided.

Your Directors draw attention of the members to Note 25 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan, guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement. (Please refer Note 26 to the standalone financial statement).

As stipulated under the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2023-24 and forms a part of the Board's Report.

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

The CSR Policy may be accessed on the Company's website at www.kamaholdings.com As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 2023-24 was Rs. 97.76 Lakhs. The Board upon recommendations of CSR Committee approved the Annual CSR budget of Rs. 100 Lakhs (appx.) for the financial year 2023-24 to be spent in accordance with the Annual Plan as recommended by the CSR Committee and approved by the Board and same was spent accordingly.

Annual Report on CSR activities for financial year 2023-24 is annexed herewith as Annexure II.

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

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

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

As the Company is a Core Investment Company with appx. 75% of its total assets comprising of shares held in Group Companies and the value of these shares are , inter-alia, dependent on the performance of these Companies, the efficacy of risk management policy of the depends on how the risk is managed by these Companies. In the opinion of Risk Management Committee and the Board, none of the risks, which have been identified, existence of the Company.

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

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures

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

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

Certificate of the Statutory of the conditions of corporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure IV.

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

CFO and Company Secretary was placed before the Board.

All Board members affirmed compliance

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

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

The Audit Committee comprises of Independent Directors namely Mr. Jagdeep Singh Rikhy (Chairman of the Committee), Mrs. Shalini Gupta and Mr. Gagan Mehta as other members.

All the recommendations made by the Audit Committee were Companylargely accepted by the Board.

M/s V Sahai Tripathi & Co. (VST), Chartered Accountants (Firmmay threaten the Registration No. 000262N) were appointed as the statutory Auditor of the Company for a term of 5 years in its 20^th Annual General Meeting.

There are no qualifications, reservations, disclaimers made by the Statutory Auditor in their Audit Report.

The Notes to the financial

Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The including Auditors' Report is enclosed with the financial the Annual Report.

.

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

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

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

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

The Board had appointed M/s Sanjay Grover & Associates,

Company have

Practicing Company Secretary, to conduct Secretarial Audit for the financial year financial Act, 2013, read

Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

Further, Annual Secretarial Compliance Report dated May 3, 2024, issued as per regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations was given by M/s Sanjay Grover & Associates, Practicing Company Secretary which was submitted to Stock Exchanges.

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

As the Company is not carrying out any manufacturing activity, the disclosures as required under section 134(3)(m) of the Companies Act, 2013 and rules made thereunder have not been given. There is no foreign exchange earnings and outgo in the financial year ended March 31, 2024.

The Annual Return (MGT-7) of the Company as on March 31, 2024 is available on the following web link: www.kamaholdings. com

Applicable Secretarial Standards i.e. SS-1, SS-2 and SS-3, relating to ‘Meeting of the Board of Directors', ‘General

Meetings' and ‘Dividend' respectively, have been duly followed by the Company.

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

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

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

3. No significant or material

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

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

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