Directors Report of Kama Holdings Ltd.

Mar 31, 2025

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

FINANCIAL RESULTS (Rs. Lakhs)

Particulars	2024-25	2023-24
Dividend and Other Income	10,953.58	31,864.46
Profit before Interest, Depreciation & Tax (PBIDT)	10548.91	31,650.10
Less: Interest & Finance Charge (Net)	-	-
Gross Profit	10548.91	31,650.10
Less: Depreciation and amortization charge	4.24	6.20
Profit before Tax (PBT)	10,544.67	31,643.90
Less: Provision for Taxes (including provision for deferred tax)	4.06	701.60
Net Profit after Tax (PAT)	10,540.61	30,942.30
Add: Profit brought forward from previous years	59.151.19	39,569.37
Surplus available for appropriation	69,691.80	70,511.67

Appropriations (Rs. Lakhs)

Particulars	2024-25	2023-24
Interim Dividend on Equity shares	(10,830.57)	11,360.06
Other comprehensive income/ loss, net of tax, arising from re¬ measurement of defined benefit obligation	(0.55)	(0.42)
Amount transferred to General Reserve	-	-
Profit carried to Balance Sheet	58,860.68	59,151.19
Total Appropriation	69,691.80	70,511.67

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) decrease
by (66.67%) to Rs. 10,548.91 lakhs during 2024-25 from
Rs 31,650.10 lakhs during 2023-24. Profit after Tax decrease
by (65.93%) to Rs. 10,540.61 lakhs during 2024-25 from
Rs. 30,942.30 lakhs during 2023-24 mainly on account profit
on sale of investment and increase in interest income.

DIVIDEND

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

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

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

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

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

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

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

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

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

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

No company has become/ceased to be a joint venture or
associate during the year. A report on performance and
financial position of each of the subsidiaries and associates is
presented in a separate section in this Annual Report. Please
refer (AOC-1) annexed to the financial statements in the Annual
Report. The Policy for determining material subsidiaries as
approved by the Board may be accessed on the Company’s
website at the link: https://www.kamaholdings.com/kama/Inv/
Policy MaterialSubsidarvCompanies.pdf

The Company shall make available the annual accounts of
the subsidiary companies to any member of the Company
who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open

for inspection at the registered office of the Company and
respective subsidiary companies. Further, the annual accounts
of the subsidiaries are also available on the website of the
Company viz. www.kamaholdings.com.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

During the year, the members of the Company re-appointed
Mr. Jagdeep Singh Rikhy (DIN - 00944954), as Independent
Director by passing a special resolution through Postal Ballot
for a further period of 5 years w.e.f. 01.04.2024 to 31.03.2029 .

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

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

The Board confirms that independent directors appointed
during the year possess the desired integrity, expertise and
experience. The Independent Directors of the Company
have confirmed that they have enrolled themselves in the
Independent Directors’ Databank maintained with the Indian
Institute of Corporate Affairs (‘IICA’) in terms of Section 150
of the Act read with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014. One of the Director
was exempted from the requirement to undertake the online
proficiency self-assessment test conducted by IICA and
the remaining have cleared the Online Proficiency Test as
prescribed under Companies (Appointment and Qualifications
of Directors) Rules, 2014 as amended.

In accordance with the requirements of the Act and the Listing
Regulations, the Company has formulated a Nomination,
Appointment and Remuneration Policy. A copy of the Policy
is enclosed as Annexure I and available on the website of the
Company at https://www.kamaholdings.com/kama/Inv/2025-
26/2019 02 12-NRC Policy-KAMA-V5-F.pdf

In accordance with the aforesaid Policy, the Nomination
and Remuneration Committee evaluates the performance
of the Executive Director, Non- Independent non-executive
Directors and Independent Directors. Board evaluates,
its own performance on criteria like discharge of duties
and responsibilities under the Companies Act, 2013 (“the
Companies Act) and Listing Regulations, fulfilment of its
role with respect to guiding corporate strategy, risk policy,
business plans, corporate performance, monitoring company’s
governance practices etc. and number of meetings held during
the year and the performance of its Committees on the criteria
like fulfilment of role of the Committee with reference to its terms
of reference, the Companies Act and the Listing Regulations
and the number of committee meetings held during the year.

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

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

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

MEETINGS OF THE BOARD

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

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the
Companies Act, 2013, it is hereby confirmed that :

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

(b) the directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the company at
the end of the financial year and of the profit and loss of
the company for that period;

(c) the directors had taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and
detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a
going concern basis;

(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

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

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

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the requirements of the Companies Act, 2013, during the
year the Company constituted Corporate Social Responsibility
Committee comprising of Mr. Kartik Bharat Ram, (Chairman
of the Committee), Mr. Ashish Bharat Ram, Director and Mr.
Gagan Mehta, Independent Director as other members.

The Corporate Social Responsibility Committee has
formulated and recommended to the Board, a Corporate Social
Responsibility Policy (CSR Policy) indicating the projects to be
undertaken by the Company, which has been approved by the
Board.

The CSR Policy may be accessed on the Company’s website
at www.kamaholdings.com

As per the requirements of section 135 (5) of the Companies
Act 2013, the CSR Obligation for FY 2024-25 was Rs. 228.64
Lakhs. The Board upon recommendations of CSR Committee
approved the Annual CSR budget of Rs. 250 Lakhs (appx.)
for the financial year 2024-25 to be spent in accordance with

the Annual Plan as recommended by the CSR Committee and
approved by the Board. Out of the said budget, an amount
of Rs. 61.74 lakhs was spent during the year and an amount
of Rs. 188.26 lakhs has been transferred to Unspent CSR
Account for FY 2024-25 within a period of 30 days from the
end of financial year which will be spent on the same project
during the next three financial years. Annual Report on CSR
activities for financial year 2024-25 is annexed herewith as
Annexure II.

RISK MANAGEMENT

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

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

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

CORPORATE GOVERNANCE

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

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

In compliance with the requirements of Regulation 17(8) of the
aforesaid Regulations, a certificate from Whole Time Director,
CFO and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

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

AUDIT COMMITTEE

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

ACCOUNTS AND AUDIT

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

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

There are no qualifications, reservations, adverse remarks
or disclaimers made by the Statutory Auditor in their Audit
Report. The Notes to the financial statements referred to in
the Auditors Report are self-explanatory and therefore do not
call for any comments under Section 134 of the Companies
Act, 2013. The Auditors’ Report is enclosed with the financial
statements in the Annual Report.

COST AUDIT

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

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

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

M/s. Sanjay Grover & Associates have given their consent
to act as Secretarial Auditors of the Company and confirmed
that their aforesaid appointment (if made) would be within the
prescribed limits under the Act & Rules made thereunder and
SEBI (LODR) Regulations. They have also confirmed that they
are not disqualified to be appointed as Secretarial Auditors in
terms of provisions of the Act & Rules made thereunder and
SEBI (LODR) Regulations.

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

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

PARTICULARS OF EMPLOYEES

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

Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended are provided
in Annexure VII.

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

GENERAL

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

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

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

3. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company’s operations in future.

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

ACKNOWLEDGEMENTS

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

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

Place: Gurugram Chairman

Date: May 30, 2025 (DIN 00008557)

---

Mar 31, 2024

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.

FINANCIAL RESULTS (Rs. Lakhs)

Particulars	2023-24	2022-23
Dividend and Other Income	31,864.46	25,471.04
Profit before Interest, Depreciation & Tax (PBIDT)	31,650.10	25,286.58
Less: Interest & Finance Charge (Net)	-	8.49
Gross Profit	31,650.10	25,278.09
Less: Depreciation and amortization charge	6.20	5.86
Profit before Tax (PBT)	31,643.90	25,272.22
Less: Provision for Taxes (including provision for deferred tax)	701.6	426.40
Net Profit after Tax (PAT)	30,942.30	24,845.82
Add: Profit brought forward from previous years	39,569.37	31,570.10
Surplus available for appropriation	70,511.67	56,415.92

Appropriations (Rs. Lakhs)

Particulars	2023-24	2022-23
Interim Dividend on Equity shares	11,360.06	10,682.36
Other comprehensive income/ loss, net of tax, arising from re-measurement of defined benefit obligation	(0.42)	(0.56)
Amount transferred to General Reserve	-	-
Buyback payment	-	4,999.05
Tax on buyback of shares	-	1,164.58
Profit carried to Balance Sheet	59,151.19	39,569.37
Total Appropriation	70,511.67	56,415.92

OPERATIONS REVIEW

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.

DIVIDEND

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.

CHANGE IN EQUITY SHARE CAPITAL

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.

SALE OF INVESTMENT

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%.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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 sublicensing 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 MaterialSubsidarvCompanies.pdf

The Company shall make available the annual accounts of the subsidiary companies to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the registered office of the Company and respective subsidiary companies. Further, the annual accounts of the subsidiaries are also available on the website of the Company viz. www.kamaholdings.com.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Mr. 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 conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.

In accordance with the requirements of the Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure I.

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 fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

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

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link

https://www.kamaholdings.com/kama/Inv/2024-25/KAMA Familarisation programme 2024.pdf

MEETINGS OF THE BOARD

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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that :

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

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).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per the requirements of the Companies Act, 2013, during the year the Company constituted Corporate Social Responsibility Committee comprising of Mr. Kartik Bharat Ram, (Chairman of the Committee), Mr. Ashish Bharat Ram, Director and Mr. Gagan Mehta, Independent Director as other members.

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the projects to be undertaken by the Company, which has been approved by the Board.

The CSR Policy may be accessed on the Company’s website at www.kamaholdings.com

As per the requirements of section 135 (5) of the Companies Act 2013, the CSR Obligation for FY 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.

RISK MANAGEMENT

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

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

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

As the Company is a Core Investment Company with 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 Company largely depends on how the risk is managed by these Companies.

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

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

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

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

CORPORATE GOVERNANCE

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

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, CFO and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

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

AUDIT COMMITTEE

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

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

ACCOUNTS AND AUDIT

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

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

COST AUDIT

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

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

The Board had appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith as Annexure V to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Annual Secretarial Compliance Report dated May 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.

PARTICULARS OF EMPLOYEES

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

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure VII.

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

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

ANNUAL RETURN

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

SECRETARIAL STANDARDS

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

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

GENERAL

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

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

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

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

ACKNOWLEDGEMENTS

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

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

Place: New Delhi Chairman

Date: May 24, 2024 (DIN 00008557)

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Mar 31, 2023

Your Directors are pleased to present their Twenty Third Annual Report on the business and operations of the Company and the annual audited accounts for the year ended March 31, 2023.

FINANCIAL RESULTS		(Rs. Lakhs)
Particulars	2022-23	2021-22
Dividend and Other Income	25,471.04	10,742.97
Profit before Interest, Depreciation & Tax (PBIDT)	25,286.58	10,649.68
Less: Interest & Finance Charges (Net)	8.49	103.36
Gross Profit	25,278.09	10,546.32
Less: Depreciation and amortization charge	5.86	4.12
Profit before Tax (PBT)	25,272.22	10,542.20
Less: Provision for Taxes (including provision for deferred tax)	426.40	48.59
Net Profit after Tax (PAT)	24,845.82	10,493.61
Add: Profit brought forward from previous years	31,570.10	31,529.54
Surplus available for appropriation	56,415.92	42,023.15
Appropriations		(Rs. Lakhs)
Particulars	2022-23	2021-22
Interim Dividend on Equity shares	10,682.36	10,453.24
Other comprehensive income/ loss, net of tax, arising from remeasurement of defined benefit obligation	(0.56)	0.19
Amount transferred to General Reserve	-	-
Buyback payment	4,999.05	-
Tax on buyback of shares	1,164.58	-
Profit carried to Balance Sheet	39,569.37	31,570.10
Total Appropriation	56,415.92	42,023.15

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) increased by 42.12% to Rs. 25,286.58 lakhs during 2022-23 from Rs 10,649.68 lakhs during 2021-22. Profit after Tax increased by 42.23% to Rs. 24,845.82 lakhs during 2022-23 from Rs 10,493.61 lakhs during 2021-22 mainly on account profit on sale of investment and increase in interest income.

DIVIDEND

During the year, your Company has announced two interim dividends of Rs. 82 and Rs. 84 per equity share amounting to Rs. 10,682.36 lakhs. No final dividend is recommended on Equity Shares.

CHANGE IN EQUITY SHARE CAPITAL

The Board of Directors of the Company, at its meeting held on 12 December 2022 had approved a proposal to buyback upto 34,500 equity shares of the Company being 0.53% of the total number of equity shares in the paid up equity share capital of the Company at a price of Rs. 14,500 per equity share for an aggregate amount not exceeding Rs. 50,02,50,000. The Company bought back 34,500 equity shares out of the shares that were tendered by eligible shareholders and extinguished the equity shares bought back on 24 February 2023.

In view of the above, the paid up Equity share capital of the Company decreased from Rs. 6,45,26,150 divided into 64,52,615 equity shares of Rs. 10/- each to Rs. 6,41,81,150 divided into 64,18,115 equity shares of Rs. 10/- each.

During the year 1,29,19,412, 8%, Non-Convertible

Redeemable Preference Shares of Rs. 10/- each aggregating to Rs. 12,91,94,120/- (Rupees Twelve Crores, Ninety One lakhs, Ninety Four Thousand One Hundred Twenty only) were redeemed on 30.04.2022 at par, out of the profits of the Company.

During the year, an amount of Rs. 12,95,39,120 was transferred from General Reserve to Capital Redemption Reserve on account of redemption of 1,29,19,412, 8%, Non-Convertible Redeemable Preference Shares of Rs. 10/- each and buy back of 34,500 equity shares of Rs. 10/- each by the company.

SALE OF INVESTMENT

During the year, the company has sold 6,00,000 Equity shares of SRF Limited (a subsidiary company) in open market. As a result the percentage holding of the Company in SRF Limited (a subsidiary of the Company) decreased from 50.69% to 50.48%.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2023, 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 seven wholly owned subsidiaries out of which two wholly owned subsidiaries are registered in India and remaining five are registered outside India. Three of these are direct wholly owned subsidiaries and the rest four 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 2022-23 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 sublicensing 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, 2023 includes the profit and accounts for these thirteen subsidiaries for the complete financial year ended March 31,2023.

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: http://www.kamaholdings. com/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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

The Members of the Company at the 19th Annual General Meeting held on September 30, 2019 had appointed Ms. Ekta Maheshwari (DIN: 02071432) as Whole-time Director, CFO & Company Secretary of the Company, whose term is due to expire on March 31, 2024. Upon the recommendation of Nomination and Remuneration Committee, the Board had reappointed Ms. Ekta Maheshwari as Whole-time Director, CFO & Company Secretary of the Company for a further period of 5 years w.e.f. 01.04.2024 to 31.03.2029 and recommended the same for approval of the shareholders

Upon recommendations of Nomination and Remuneration Committee, the Board appointed Mr. Gagan Mehta (DIN 00348775) as an Additional Director (Independent) w.e.f May 27, 2023 and has recommended his appointment as Independent Director to the shareholders for a term of 5 years commencing from May 27, 2023 to May 26, 2028.

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 conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended. Mr. Gagan Mehta who has been appointed as Additional Director (Independent) w.e.f May 27, 2023 is enrolled in Independent Directors’ Databank. He has been advised to undergo the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended within a time period of one year from the date of his enrollment in the database for Independent Directors. appointment.

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 1.

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 fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

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

The details of programmes for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link. https://www.kamaholdings.com/kama/Inv/2023/KAMA Familarisation programme 2023.pdf

MEETINGS OF THE BOARD

During the year 2022-23, eight meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 28 of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that :

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms’ length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 (‘the Act’) in Form No. AOC-2 is not applicable to the Company for FY 2022-23 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

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).

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

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 2022-23 and forms a part of the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year 2022-23, the provisions of Section 135 of the Companies Act 2013, were not applicable to the Company as the criteria for formation of CSR Committee laid down in section 135 (1) of the said Act were not met by the Company. Moreover, the net profit of the Company consisted predominantly of dividend income from SRF limited, which is a subsidiary of the Company, which is complying with the requirements of the said section. As per the Companies (Corporate Social Responsibility Policy) Rules 2014, net profit for the purpose of the said section excludes any dividend income received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.

RISK MANAGEMENT

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

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

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

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

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

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

DIVIDEND DISTRIBUTION POLICY

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

CORPORATE GOVERNANCE

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

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, CFO and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

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

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (Chairman of the Committee), Ms. Ira Gupta and Mr. Jagdeep Singh Rikhy as other members. All the recommendations made by the Audit Committee were accepted by the Board.

ACCOUNTS AND AUDIT

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

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

COST AUDIT

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

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

The Board had appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Annual Secretarial Compliance Report dated May 9, 2023, issued as per SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 was given by M/s Sanjay Grover & Associates, Practicing Company Secretary which was submitted to Stock Exchanges.

PARTICULARS OF EMPLOYEES

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

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 VI.

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

As the Company is not carrying out any manufacturing activity, the disclosures as required under section 134(3)(m) of the Companies Act, 2013 and rules made thereunder have not been given. There is no foreign exchange earnings and outgo in the financial year ended March 31, 2023.

ANNUAL RETURN

The Annual Return (MGT-7) of the Company as on March 31, 2023 is available on the following web link: www.kamaholdings. com

SECRETARIAL STANDARDS

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

GENERAL

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

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

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

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

ACKNOWLEDGEMENTS

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

---

Mar 31, 2022

Your Directors are pleased to present their Twenty Second Annual Report on the business and operations of the Company and the statement of accounts for the year ended March 31, 2022.

FINANCIAL RESULTS

(Rs. Lakhs
Particulars	2021-22	2020-21
Dividend and Other Income	10,742.52	7212.09
Profit before Interest, Depreciation & Tax (PBIDT)	10,649.68	7102.00
Less: Interest & Finance Charges (Net)	103.36	103.36
Gross Profit	10,546.32	6998.64
Less: Depreciation and amortization charge	4.12	3.77
Profit before Tax (PBT)	10,542.20	6994.87
Less: Provision for Taxes (including provision for deferred tax)	48.59	8.49
Net Profit after Tax (PAT)	10,493.61	6986.38
Add: Profit brought forward from previous year	31,529.54	31512.33
Surplus available for appropriation	42,023.15	38498.71
Appropriations
	2021-22	2020-21
Interim Dividend on Equity shares	10,453.24	6968.84
Other comprehensive income arising from re-measurement of defined benefit obligation	0.19	(0.33)
Amount transferred to General Reserve	-	-
Profit carried to Balance Sheet	31,529.54	31512.33
Total Appropriation	41,982.97	38480.84

DIVIDEND

During the year, your Company has announced two interim dividends of Rs. 51 and Rs., 111 per equity share amounting to Rs. 10453.24 lakhs. No final dividend is recommended on Equity Shares.

Interim dividend @8% amounting to Rs. 103.36 lakhs was paid on 8% Non-cumulative Redeemable Preference Shares of Rs. 10 each/- for financial year 2021-22.

Further, Board of Directors at their meeting held on 28^th March 2022 decided to redeem 8% Non-cumulative Redeemable Preference Shares by giving notice to preference shareholders and Shares were redeemed on 30^th April 2022 alongwith dividend till date of redemption.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) increased by 33.31% to Rs. 10,649.68 lakhs during 2021-22 from Rs 7,102.00 lakhs during 2020-21. Profit after Tax increased

by 33.42% to Rs. 10,493.61 lakhs during 2021-22 from Rs 6,986.38 lakhs during 2020-21 mainly on account of increase in dividend income.

SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2022, 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 seven wholly owned subsidiaries out of which two wholly owned subsidiaries are registered in India and remaining five are registered outside India. Three of these are direct wholly owned subsidiaries and the rest four 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 2021-22 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 sublicensing 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 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 properties.

The consolidated profit and loss account for the period ended March 31, 2022 includes the profit and accounts for these thirteen subsidiaries for the complete financial year ended March 31, 2022.

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: http://www.kamaholdings. com/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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

The Members of the Company at the 18th Annual General Meeting held on September 28, 2018 had appointed Ms. Ira Gupta (DIN: 07517101) as Independent Director of the Company, whose term is due to expire on 31st March, 2023. The Board has recommended the proposal for reappointment of Ms. Ira Gupta for approval of the shareholders through special resolution(s) for a further period of 5 years w.e.f. 01.04.2023 to 31.03.2028.

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 conducted by IICA and the remaining have cleared the Online Proficiency Test as prescribed under Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended.

In accordance with the requirements of the Act and the Listing Regulations, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure 1.

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 fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

NRC recommend to the Board appropriate fees / commission to the non-executive directors for its approval. The Committee / Board shall inter alia, consider 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. All Independent Directors are familiarised with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time are put up on the website of the Company at the link.

https://www.kamaholdings.com/kama/Inv/KAMA%20

Familarisation%20programme%2022.pdf

MEETINGS OF THE BOARD

During the year 2021-22, six meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 26 of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that :

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms’ length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 (‘the Act’) in Form No. AOC-2 is not applicable to the Company for FY 2021-22 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

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).

BUSINESS RESPONSIBILITY REPORT

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective has been prepared for 2021-22 and forms a part of the Board’s Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year 2021-22, the provisions of Section 135 of the Companies Act 2013, were not applicable to the Company as the criteria for formation of CSR Committee laid down in section 135 (1) of the said Act were not met by the Company. Moreover, the net profit of the Company consisted predominantly of dividend from SRF limited, which is a subsidiary of the Company, which is complying with the requirements of the said section. As per the Companies (Corporate Social Responsibility Policy) Rules 2014, net profit for the purpose of the said section excludes any dividend income received from other companies in India, which are covered under and complying with the provisions of Section 135 of the Act.

RISK MANAGEMENT

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

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

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

In the opinion of your Board, none of the risks, which have been identified, may threaten the existence of the Company.

The Company has a Risk Management Committee consisting of Mr. Ashish Bharat Ram as Chairman, Mr. Kartik Bharat Ram and Mr. Jagdeep Singh Rikhy as members of the Committee. Mr. Jagdeep Singh Rikhy was appointed as member of the Committee w.e.f. 28.05.2021 in place of Ms. Ekta Maheshwari, Whole Time Director, CFO & Company Secretary.

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

DIVIDEND DISTRIBUTION POLICY

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

CORPORATE GOVERNANCE

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

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, CFO and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

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

AUDIT COMMITTEE

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

ACCOUNTS AND AUDIT

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

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors’ Report is enclosed with the financial statements in the Annual Report.

COST AUDIT

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

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

The Board had appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Further, Secretarial Compliance Report dated May 26, 2022, issued as per SEBI Circular CIR/CFD/CMD1/27/2019 dated February 08, 2019 was given by M/s Sanjay Grover & Associates, Practicing Company Secretary which was submitted to Stock Exchanges.

PARTICULARS OF EMPLOYEES

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

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 VI.

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

As the Company is not carrying out any manufacturing activity, the disclosures as required under section 134(3)(m) of the Companies Act, 2013 and rules made thereunder have not been given. There is no foreign exchange earnings and outgo in the financial year ended March 31,2022.

ANNUAL RETURN

The Annual Return (MGT-7) of the Company as on March 31, 2022 is available on the following web link: www.kamaholdings. com

SECRETARIAL STANDARDS

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

GENERAL

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

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

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

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

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

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors Kartik Bharat RamPlace: New Delhi ChairmanDate: May 27. 2022 (DIN 00008557)

---

Mar 31, 2018

Board’s Report

Dear Members,

The Directors are pleased to present their eighteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31^st March, 2018.

FINANCIAL RESULTS

(Rs. Lakhs)

	2017-18	2016-17
Dividend and Other Income	3666.06	3608.68
Profit Before Interest, Depreciation & Tax (PBIDT)	3582.67	3547.42
Less: Interest & Finance Charges (Net)	-	-
Gross Profit	3582.67	3547.42
Less: Depreciation and amortization charge	-	-
Profit before Tax (PBT)	3582.67	3547.42
Less: Provision for Taxes (including provision for deferred tax)	11.47	0.86
Net Profit after Tax (PAT)	3571.20	3546.56
Add: Profit brought forward from previous year	24209.54	21734.23
Surplus available for appropriation	27780.75	25280.79
Appropriations
Dividend on Preference Shares	-	103.36
Interim Dividend on Equity shares	967.89	967.89
Corporate tax on dividend	-	-
Amount transferred to General Reserve	-	-
Profit carried to Balance Sheet	26812.85	24209.54
Total Appropriation	27780.75	25280.79

DIVIDEND

During the year, your Company has paid an interim dividend of Rs. 15 per equity share amounting to Rs. 967.89 Lakhs. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) increased by 1.08% to Rs 3582.67 lakhs during 2017-18 from Rs 3547.42 lakhs during 2016-17. Profit after Tax increased by

0.78% to Rs. 3571.20 lakhs during 2017-18 from Rs 3546.56 lakhs during 2016-17 mainly on account of increase in Interest income.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2018, 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 five wholly owned subsidiaries out of which one wholly owned subsidiary is registered in India and remaining four are registered outside India. Two of these are direct wholly owned subsidiaries and the rest three are step down wholly owned subsidiaries of SRF Limited. The details of the business of these subsidiaries is more particularly given in the Annual Report of SRF Ltd. for 2017-18 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 sublicensing 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 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 properties.

The consolidated profit and loss account for the period ended March 31, 2018 includes the profit and accounts for these eleven subsidiaries for the complete financial year ended March 31, 2018

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.

After the end of financial year 2017-18, a new wholly owned subsidiary by the name of SRF Europe Kft was incorporated by SRF Limited to undertake manufacture of packaging films in Hungary.

No other subsidiaries were divested or incorporated. 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: http://www.kamaholdings.com/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.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Ms. Vasvi Bharat Ram (DIN 00074849) is retiring at the forthcoming annual general meeting and being eligible offers herself for re-election.

Mr. Rajat Lakhanpal (DIN 00005664), Whole time Director, Chief Financial Officer and Company Secretary whose existing tenure as a Whole-time Director came to an end on 31^st March 2018 was re-appointed by the Board for a term of five years w.e.f. 1^st April 2018 subject to shareholders approval at this AGM.

The Members of the Company at the 14^th Annual General Meeting held on September 2, 2014 had appointed Mr. Amitav Virmani, Mr. Dhirendra Datta and Mr. Mukul Khandelwal as Independent Director(s) of the Company, whose term are due to expire on 31^st March, 2019.

The Board has recommended the proposal for reappointment of Mr. Amitav Virmani, Mr. Dhirendra Datta and Mr. Mukul Khandelwal for approval of the shareholders through special resolution(s) for a further period of 5 years w.e.f. 01.04.2019 to 31.03.2024.

Further, the Board had appointed Ms. Ira Gupta as an Additional Director (Independent) in its meeting held on May 30, 2018 and has recommended the members to appoint her as an Independent Director for their approval through ordinary resolution for a period upto 31.03.2023.

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 and are eligible for reappointment. They are also independent of the management.

Brief resumes of all the directors are given in the Notice of the 18^th Annual General Meeting.

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 1.

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, fulfillment 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 fulfillment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

NRC may recommend to the Board appropriate fees / commission to the non-executive directors for its approval. The Committee / Board shall inter alia, consider 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 programmers for familiarization 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.

http://www.kamaholdings.com/Inv/Familizaration Independent Directors.pdf

MEETINGS OF THE BOARD

During the year 2017-18, five meetings of the Board of Directors were held. For further details, please refer to report on Corporate Governance on page no. 32 of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms’ length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions.

Your Directors draw attention of the members to Note 18 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 19 to the standalone financial statement).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made there under.

RISK MANAGEMENT

The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011

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.

In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure II.

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) and form part of the Annual Report and Accounts.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (DIN 02169955) (Chairman of the Committee), Mr. Mukul Khandelwal (DIN 00662822) and Mr. Dhirendra Datta (DIN 02576649) as other members. All the recommendations made by the Audit Committee were accepted by the Board.

ACCOUNTS AND AUDIT

M/s. Luthra & Luthra LLP, Chartered Accountants, New Delhi (Registration No. 002081N) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of 17^th Annual General Meeting until the conclusion of the 22^nd Annual General Meeting of the Company.

The observations of the Auditors are explained wherever necessary in appropriate notes to the accounts. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

The Board had appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1^st April, 2009. As on 31^st March, 2018, there are no deposits remaining unclaimed by depositors.

PARTICULARS OF EMPLOYEES

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

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 V.

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

As the Company is not carrying out any manufacturing activity, the disclosures as required under Section 134(3)(m) of the Companies Act, 2013 and the rules made thereunder have not been given.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI.

SECRETARIAL STANDARDS

Applicable Secretarial Standards i.e. SS-1, SS-2 and SS-

3, relating to ‘Meeting of the Board of Directors’, ‘General Meetings’ and Dividend respectively, have been duly followed by the Company.

GENERAL

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

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

2. Whole-time Director, Chief Financial Officer and Company Secretary has not received any remuneration or commission from any of the Company’s subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

As there are no women employees in the Company, the provisions of The Sexual Harassment of Women at Workplace (Prevention, prohibition and redressal) Act, 2013 are not applicable to the Company.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Kartik Bharat Ram

Chairman (DIN 00008557)

Gurugram May 30, 2018

---

Mar 31, 2017

BOARD’S REPORT

Dear Members,

The Directors are pleased to present their seventeenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS

(Rs. Crores)

	2016-17	2015-16
Dividend and Other Income	36.09	30.17
Profit Before Interest, Depreciation & Tax (PBIDT)	35.48	29.54
Less: Interest & Finance Charges (Net)	-	-
Gross Profit	35.48	29.54
Less: Depreciation and amortization charge	-	-
Profit before Tax (PBT)	35.48	29.54
Less: Provision for Taxes (including provision for deferred tax)	0.01	0.04
Net Profit after Tax (PAT)	35.47	29.50
Add: Profit brought forward from previous year	217.34	198.55
Surplus available for appropriation	252.81	228.05
Appropriations
Dividend on Preference Shares	1.03	1.03
Interim Dividend on Equity shares	9.68	9.68
Corporate tax on dividend	-	-
Amount transferred to General Reserve	-	-
Profit carried to Balance Sheet	242.10	217.34
Total Appropriation	252.81	228.05

DIVIDEND

During the year, your Company has paid an interim dividend of Rs. 15 per equity share amounting to Rs. 9.68 Crores. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) increased by 20.07% to Rs 35.48 crore during 2016-17 from Rs 29.54 crore during 2015-16. Profit after Tax increased by 20.24% to Rs. 35.47 crore during 2016-17 from Rs 29.50 crore during

2015-16 mainly on account of increase in dividend income.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year, KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. had entered into a limited liability partnership to set up KAMA Real Estate Holdings LLP for undertaking business of acquisition and renting of properties and SRF Overseas Ltd. (SRFO), a wholly owned subsidiary of SRF Limited was wound up which had a nylon timecard manufacturing facility in Dubai, UAE which was closed in 2013-14 due to sustained downturn in European markets and high fixed costs. As on March 31, 2017, 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, fluoro chemicals and packaging films. It has five operating wholly owned subsidiaries out of which one wholly owned subsidiary is registered in India and remaining four are registered outside India. Two of these are direct wholly owned subsidiaries and the rest three are step down wholly owned subsidiaries of SRF Limited. The details of the business of these subsidiaries is more particularly detailed in the Annual Report of SRF Ltd. for 2016-17 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 sublicensing of copyrights, trademarks and software.

4. Shri Educare Maldives Pvt. (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 properties.

6. KAMA Real Estate Holdings LLP (KREHL) is a limited liability partnership between KAMA Realty (Delhi) Ltd. and Shri Educare Ltd. which has been set up during the year. It is engaged primarily in acquisition and rental of properties.

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 other subsidiaries were divested or incorporated. 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: http://www. kamaholdings.com/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’.

DIRECTORS & KEY MANAGERIAL PERSONNEL

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

Brief resume of Mr. Kartik Bharat Ram is furnished in the notice of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”)

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 1.

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, fulfillment 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 fulfillment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Regulations and the number of committee meetings held during the year. Performance evaluation of individual Directors is done annually by the NRC as per the structure of performance evaluation prescribed in the Nomination, Appointment and Remuneration Policy.

NRC may recommend to the Board appropriate fees / commission to the non-executive directors for its approval. The Committee / Board shall inter alia, consider 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 familiarization 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.

http://www.kamaholdings.com/inv/familiarization_

independent_directors.pdf

MEETINGS OF THE BOARD

During the year 2016-17, five 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial

controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms’ length basis and in accordance with the basis approved by the Audit Committee. During the year, the Company has not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions.

Your Directors draw attention of the members to Note 5 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 6 to the standalone financial statement).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made there under.

RISK MANAGEMENT

The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011

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.

In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

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

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Regulation 34(3) of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 is attached to the report as Annexure II.

In compliance with the requirements of Regulation 17(8) of the aforesaid Regulations, a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT The consolidated financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 (“the 2013 Act”) and form part of the Annual Report and Accounts.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (DIN 02169955) (Chairman of the Committee), Mr. Mukul Khandelwal (DIN 00662822) and Mr. Dhirendra Datta (DIN 02576649) as other members. All the recommendations made by the Audit Committee were accepted by the Board.

ACCOUNTS AND AUDIT

As per the requirements of Section 139 and other applicable provisions of the Companies Act, 2013 & Rules made there under, it is mandatory to rotate the statutory auditors on completion of the maximum term permitted under the said section. The Audit Committee at its meeting held on

25.07.2017 has recommended the appointment of M/s. Luthra & Luthra, Chartered Accountants, New Delhi (Registration No.: 002081N) as the Statutory Auditor of the Company upon completion of the term of M/s. Thakur, Vaidyanath Aiyar & Co., Chartered Accountants, New Delhi (Registration No. 000038N) under the Companies Act, 2013, to hold office from the conclusion of 17^th Annual General Meeting to be held on

28.09.2017 until the conclusion of the 22nd Annual General Meeting of the Company, subject to approval of shareholders of the Company.

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

SECRETARIAL AUDITOR

The Board has appointed M/s Sanjay Grover & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2017 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1^st April, 2009. As on 31^st March, 2017, there are no deposits remaining unclaimed by depositors.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, 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 IV.

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 are provided in Annexure V.

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

As the Company is not carrying out any manufacturing activity, the disclosures as required under Section 134(3)(m) of the Companies Act, 2013 and the rules made there under have not been given.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI.

GENERAL

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

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

2. Whole-time Director, Chief Financial Officer and Company Secretary has not received any remuneration or commission from any of the Company’s subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

ACKNOWLEDGEMENTS

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

For and on behalf of the Board of Directors

Kartik Bharat Ram Chairman

Gurgaon (DIN 00008557)

July 25, 2017

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present their fifteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. Crores)

2014-15 2013-14

Dividend and Other Income 30.15 30.21

Profit Before Interest, Depreciation & Tax (PBIDT) 29.65 29.75

Less: Interest & Finance Charges - -

Profit before Depreciation and Tax (PBDT) 29.65 29.75

Less: Depreciation - -

Profit before Tax (PBT) 29.65 29.75

Less: Provision For Taxes

(including provision for deferred tax) 0.07 0.27

Net Profit after Tax (PAT) 29.58 29.48

Add: Profit brought forward from previous year 179.69 158.43

Profit available for appropriation 209.27 187.91

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 9.68 4.19

Corporate tax on dividend - -

Amount transferred to General Reserve - 3.00

Profit carried to Balance Sheet 198.56 179.69

Total Appropriation 209.27 187.91

DIVIDEND

During the year, your Company has paid interim dividend of Rs. 15 per share amounting to Rs. 9.68 Crores. No final dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) decreased by 0.34% to Rs 29.65 crores during 2014-15 from Rs 29.75 crores during 2013-14 mainly due to decrease in dividend and interest income. Profit after Tax increased by 0.34% to Rs. 29.58 crores during 2014-15 from Rs 29.48 crores during 2013-14.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

A report on the performance and financial position of the subsidiaries is provided as Annexure I to this Report. The names of the Companies which became or ceased to be subsidiaries are given in the said Annexure. The Company has no associate company or a joint venture. The Policy for determining material subsidiaries as approved may be accessed on the Company's website at the link: http://kamaholdings.com/Inv/ Policy_MaterialSubsidaryCompanies.pdf

DIRECTORS

Mr. Kartik Bharat Ram is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

In compliance with the requirements of the Companies Act, 2013 and Listing Agreement pertaining to appointment of a woman director, Ms. Vasvi Bharat Ram was appointed as an additional Director on 29 January 2015. A notice has been received from a shareholder proposing to appoint her as a regular director liable to retire by rotation , as her co-option as additional director would come do an end at the date of the ensuing general meeting. The directors recommend her appointment.

Mr. Kartik Bharat Ram, Chairman is a relative of Ms. Vasvi Bharat Ram.

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.

Mr. Ashish Bharat Ram resigned from the directorship with effect from 29 January, 2015.

Mr. Rajat Lakhanpal, Whole Time Director & Company Secretary was also appointed as Chief Financial Officer of the Company on 29 January, 2015. During the year under review, the members approved the appointments of Mr. Amitav Virmani, Mr. Mukul Khandelwal and Mr. Dhirendra Datta as Independent Directors who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

In accordance with the requirements of the Act and the Listing Agreement, the Company has formulated a Nomination, Appointment and Remuneration Policy. A copy of the Policy is enclosed as Annexure II. In accordance with the aforesaid Policy, the Nomination and Remuneration Committee evaluates the performance of the Executive Director, Non- Independent non-executive Directors and Independent Directors. Board evaluates, its own performance on criteria like discharge of duties and responsibilities under the Companies Act and Listing Agreement, fulfilment of its role with respect to guiding corporate strategy, risk policy, business plans, corporate performance, monitoring company's governance practices etc. and number of meetings held during the year and the performance of its Committees on the criteria like fulfilment of role of the Committee with reference to its terms of reference, the Companies Act and the Listing Agreement and the number of committee meetings held during the year.

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 http://kamaholdings.com/Inv FAMILIARIZATION_INDEPENDENT_DIRECTORS.pdf.

MEETINGS OF THE BOARD

During the year 2014-15, four 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.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, it is hereby confirmed:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered into by the Company during the financial year, with related parties, referred to in sub-section (1) of section 188 were in the ordinary course of business and on an arms' length basis and in accordance with the Transfer Pricing Policy/ basis approved by the Audit Committee. During the year, the Company had 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.

Your Directors draw attention of the members to Note 5 to the notes to accounts forming part of the financial statements which sets out related party transaction disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees given and securities provided alongwith the purpose for which the loan or guarantee or security was proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 6 to the standalone financial statement).

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year, the Company was not required to undertake CSR obligations as it did not fulfill any of the criteria laid down under Section 135 of the Companies Act, 2013 and rules made thereunder.

RISK MANAGEMENT

The Company is a Core Investment Company within the meaning of Core Investment Companies (Reserve Bank) Directions, 2011.

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

In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL FINANCIAL CONTROLS

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

LISTING OF EQUITY SHARES

KAMA's equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance of the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as Annexure III.

In compliance with the requirements of Clause 49(V), a certificate from Whole Time Director, Chief Financial Officer and Company Secretary was placed before the Board.

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

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the accounting standard (AS-21), your Directors are pleased to attach the consolidated financial statements, which form part of the Annual Report and Accounts.

AUDIT COMMITTEE

The Audit Committee comprises of Independent Directors namely Mr. Amitav Virmani (Chairman of the Committee), Mr. Mukul Khandelwal and Mr. Dhirendra Datta as other members. All the recommendations made by the Audit Committee were accepted by the Board.

ACCOUNTS AND AUDIT

As per the requirements of the Companies Act, 2013, the Statutory Auditors M/s. Thakur Vaidyanath Aiyar & Co., Chartered Accountants were appointed to hold office until the conclusion of 17th annual general meeting. Their appointment as per the provisions of the Companies Act, 2013 was subject to ratification by the members at every annual general meeting. They have submitted their certificate to the effect that they fulfill the requirements of Section 141 of the Companies Act, 2013. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

VIGIL MECHANISM

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

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

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

SECRETARIAL AUDITOR

The Board has appointed M/s Sanjay Grover & Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

FIXED DEPOSITS

Your company had discontinued acceptance/renewal of fixed deposits w.e.f. 1st April, 2009. As on 31st March, 2015 all fixed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2015, deposits (including interest) amounting to Rs. 1.90 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

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 are provided in Annexure - V.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure VI.

GENERAL

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

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

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

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors Kartik Bharat Ram Chairman (DIN 00008557)

Place: New Delhi Date: May 30, 2015

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Mar 31, 2014

The Directors are pleased to present their fourteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. Crores)

2013-14 2012-13

Dividend and Other Income 30.21 33.39

Proft Before Interest, Depreciation & Tax (PBIDT) 29.75 32.98

Less: Interest & Finance Charges

Proft before Depreciation and Tax (PBDT) 29.75 32.98

Less: Depreciation

Proft before Tax (PBT) 29.75 32.98

Less: Provision For Taxes (including provision 0.27 1.03 for deferred tax)

Net Proft after Tax (PAT) 29.48 31.95

Add: Proft brought forward from previous year 158.43 128.16

Proft available for appropriation 187.91 160.11

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 4.19 0.65

Corporate tax on dividend

Amount transferred to General Reserve 3.00

Proft carried to Balance Sheet 179.69 158.43

Total Appropriation 187.91 160.11

DIVIDEND

During the year, your Company has paid two interim dividends of Rs. 1.50 per share and Rs. 5 per share amounting to Rs. 4.19 Crores. No fnal dividend is recommended on Equity Shares.

Your Directors recommended payment of dividend on 8% Non- cumulative Redeemable Preference Shares.

An amount of Rs. 3 Crores has been transferred to General Reserves at the time of declaration of interim dividends.

OPERATIONS REVIEW

Proft before Interest, Depreciation & Tax (PBIDT) decreased by 9.79% to Rs 29.75 crores from Rs 32.98 crores mainly due to decrease in dividend income. Proft after Tax decreased by 7.73% to Rs. 29.48 crores from Rs 31.95 crores.

SUBSIDIARY COMPANIES KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net proft of Rs. 4.35 crores mainly due to rental and interest income.

Shri Educare Limited

This company is engaged in the feld of education including providing management consultancy to other educational institutions. It had made a proft after tax of Rs. 0.60 crores.

KHL Investments Limited

KHL Investments Limited was incorporated during the year to undertake the business of a non-banking fnancial company. It has not started any operations. An application has been made with Registrar of Companies for getting the name of this company struck off from the Register of Companies.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MVR 1.83 lacs (Rs. 6.28 lacs) mainly on account of personnel and administrative expenses.

SRF Limited

Operational performance of SRF Limited and its subsidiaries is given in note no. 14 of the notes forming part of the consolidated fnancial statements for the fnancial year ended 31st March, 2014.

SRF Transnational Holdings Limited

During 2014-15, SRF Transnational Holdings Limited has become a wholly owned subsidiary of your Company. SRF Transnational Holdings Ltd. is a registered NBFC engaged in the business of investment company.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the corporate offce of the Company and at the respective corporate offces/ registered offces of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Your Directors are seeking appointment of Mr. Amitav Virmani, Mr. Mukul Khandelwal and Mr. Dhirendra Datta as independent Directors under Companies Act, 2013 for a term upto 31 March, 2019.

Mr. Kartik Bharat Ram is retiring at the forthcoming annual general meeting and being eligible offers himself for re-election.

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.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confrmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 fnancial year and of the proft or loss of the Company for the period under review;

(iii) that the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.14 on a ''going concern'' basis.

LISTING OF SHARES

Your Company''s equity shares are listed at BSE Limited.

CORPORATE GOVERNANCE

Certifcate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certifcate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affrmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

As per the requirements of the Companies Act, 2013, the auditors, M/s Thakur Vaidyanath Aiyar & Co., Chartered Accountants retire at the conclusion of the 14th Annual General Meeting. M/s Thakur Vaidyanath Aiyar & Co being eligible, offer themselves for re- appointment and are proposed to be reappointed from the conclusion of the forthcoming annual general meeting till the conclusion of the 17th annual general meeting. The observations of the auditors are explained wherever necessary in appropriate notes to the accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fxed deposits w.e.f. 1st April, 2009. As on 31st March, 2014 all fxed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2014, deposits (including interest) amounting to Rs. 5.70 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: New Delhi Kartik Bharat Ram

Date: May 27, 2014 Chairman

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Mar 31, 2013

To the Members,

The Directors are pleased to present their thirteenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

(Rs. Crores)

2012-13 2011-12

Dividend and Other Income 33.39 40.28

Profit Before Interest, Depreciation & Tax (PBIDT) 32.98 39.82

Less: Interest & Finance Charges - 1.49

Profit before Depreciation and Tax (PBDT) 32.98 38.33

Less: Depreciation - -

Profit before Tax (PBT) 32.98 38.33

Less: Provision For Taxes (including provision for deferred tax) 1.03 (0.12)

Net Profit after Tax (PAT) 31.95 38.45

Add: Profit brought forward from previous years 128.16 90.91

Profit available for appropriation 160.11 129.36

Appropriations

Dividend on Preference Shares 1.03 1.03

Interim Dividend on Equity shares 0.65 -

Corporate tax on dividend - 0.17

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 158.43 128.16

Total Appropriation 160.11 129.36

DIVIDEND

During the year, your Company has paid an interim dividend of Rs. 1 per share amounting to Rs. 0.65 crores. No final dividend is recommended on Equity Shares.

Your Directors recommend payment of dividend on 8% Non- cumulative Redeemable Preference Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit before Interest, Depreciation & Tax (PBIDT) decreased by 13.96% to Rs 32.98 crores from Rs 38.33 crores mainly due to decrease in dividend income. Profit after Tax (PAT) decreased by 16.90% to Rs 31.95 crores from Rs 38.45 crores.

SUBSIDIARY COMPANIES KAMA

Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net profit of Rs. 2.92 Crores mainly due to rental and interest income.

Shri Educare Limited

During the year your Company has invested a sum of Rs. 1.75 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education including management consultancy to other educational institutions. It had incurred a loss of Rs. 1.14 crores mainly on account of personnel and administrative expenses.

KHL Investments Limited

KHL Investments Limited was incorporated during the year to undertake the business of a non-banking financial company. It has not started any operations.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited incurred a loss of MRF 3.09 lacs (Rs. 10.84 lacs appx.) mainly on account of personnel and administrative expenses.

SRF Limited

During 2012-13, SRF Limited has become a subsidiary of your Company. Consequently its subsidiaries had also become the subsidiaries of your Company. Their operational performance is given in note no. 15 of the notes forming part of the consolidated financial statements for the financial year ended 31st March, 2013.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the corporate office/registered office of the Company and at the respective corporate offices/ registered offices of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Mr. Ashish Bharat Ram and Mr. Amitav Virmani, Directors retire by rotation and being eligible, offer themselves for re-appointment. Mr Rajat Lakhanpal, Whole Time Director & Company Secretary is proposed to be reappointed in the same capacity for a further period of five years from 1st April, 2013 to 31st March, 2018.

Directors'' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.13 on a ''going concern'' basis.

The Company is controlled by Arun Bharat Ram Group ("Promoter Group") being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Vasvi Bharat Ram; f)Mrs. Radhika Bharat Ram; g) SRF Ltd; h) SRF Transnational Holdings Ltd; i) Skylark Investments & Trading Pvt. Ltd.; j) Karm Farms Pvt. Ltd.; k) Srishti Westend Greens Farms Pvt. Ltd.; and l) Karmav Holdings Private Limited.

LISTING OF SHARES

Your Company''s equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 13th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. As on March 31, 2013 all fixed deposits had matured and are being repaid as and when claimed by the depositors. As on 31st March, 2013, deposits (including interest) amounting to Rs. 7.35 lacs remained unclaimed by depositors.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: New Delhi Kartikeya Bharat Ram

Date: May 30, 2013 Chairman

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Mar 31, 2012

The Directors are pleased to present their twelfth Annual Report on the business and operations of the Company and the statement of accounts for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. Crores) 2011-12 2010-11

Dividend and Other Income 40.28 59.89

Profit Before Interest, Depreciation & Tax (EBIDT) 39.82 59.39

Less: Interest & Finance Charges 1.49 4.25

Profit before Depreciation and Tax (PBDT) 38.33 55.14

Less: Depreciation - -

Profit before Tax (PBT) 38.33 55.14

Less: Provision For Taxes (0.12) 0.01 (including provision for deferred tax)

Net Profit after Tax (PAT) 38.45 55 13

Add: Profit brought forward from previous year 90.91 36.98

Profit available for appropriation 129.36 92.11 Appropriations

Dividend on Preference Shares 1.03 1.03

Dividend on Equity shares - -

Corporate tax on dividend 0.17 0.17

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 128.16 90.91

Total Appropriation 129.36 92.11

DIVIDEND

Your Directors recommended payment of dividend on 8% Non- cumulative Redeemable Preference Shares. No dividend is recommended on Equity Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit Before Interest, Depreciation & Tax (EBIDT) decreased by 32.95% to Rs 39.82 crores from Rs 59.39 crores mainly due to decrease in dividend income. Profit before tax decreased by 30.49% to Rs 38.33 crores from Rs 55.14 crores. Profit after Tax decreased by 30.26% to Rs 38.45 crores from Rs 55.13 crores.

SUBSIDIARY COMPANIES KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Limited made a net profit of Rs. 3.34 Crores mainly due to rental and interest income.

Shri Educare Limited

During the year your Company has invested a sum of Rs. 3.20 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education. It had made a loss of Rs. 3.95 crores mainly on account of personnel and administrative expenses.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.25 crores (Rs. 0.85 crores appx.) mainly on account of personnel and administrative expenses.

During the year, Shri Educare Limited had made an investment (including application money) of MRF 0.59 crores (Rs. 2 crores appx.) in the equity shares of Shri Educare Maldives Private Limited.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the Corporate Office of the Company and at the respective registered offices of the subsidiaries between 11 A M. to 1 P.M. on all working days.

DIRECTORS

Mr. Kartikeya Bharat Ram and Mr. Mukul Khandelwal, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Directors' Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors 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 at the end of the financial year and of the profit or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.12 on a "going concern "basis.

The Company is controlled by Arun Bharat Ram Group ("Promoter Group") being a group as defined under the erstwile Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f)Mrs. Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; h) SRF Ltd; i)SRF Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.; k) Karm Farms Pvt. Ltd.; I) Srishti Westend Greens Farms Pvt. Ltd.; and m) Karmav Holdings Private Limited.

LISTING OF SHARES

Your Company's equity shares are listed at the Bombay Stock Exchange Ltd.

CORPORATE GOVERNANCE

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 12th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS

Your company had discontinued to accept/renew fixed deposits w.e.f. April 1, 2009. As on March 31, 2012 all fixed deposits had matured and are being repaid as and when claimed by the depositors.

Deposits (including interest) amounting to Rs. 0.10 crores due for repayment on or before March 31, 2012 remained unclaimed by depositors. There has been no default in repayment of fixed deposits during the year.

PARTICULARS OF EMPLOYEES

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders Your Directors thank the shareholders for their support.

For and on behalf of the Board of Directors

Place: Gurgaon Kartikeya Bharat Ram

Date: May 30, 2012 Chairman

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Mar 31, 2011

To the Members,

The Directors are pleased to present their eleventh Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2011.

FINANCIAL RESULTS

(Rs. Crores)

2010-11 2009-10

Dividend and Other Income 59.89 13.20

Profit Before Interest, and 59.39 12.91

Depreciation & Tax (EBIDT) Less: Interest & Finance Charges 4.25 2.91

Profit before Depreciation and Tax (PBDT) 55.14 10.00

Less: Depreciation - -

Profit before Tax (PBT) 55.14 10.00

Less: Provision For Taxes 0.01 0.26 (including provision for deferred tax)

Net Profit after Tax (PAT) 55.13 9.74

Add: Profit brought forward 36.98 27.25 from previous year



SCHEME OF ARRANGEMENT Pursuant to the Scheme of Arrangement approved by the Hon’ble Delhi High Court vide its order dated 24th February, 2011(here in after referred to as “the Scheme of Arrangement”), the investment divisions of SRF Polymers Investments Limited, a wholly-owned subsidiary, Narmada Farms Private Limited and Bhairav Farms Private Limited were merged with the company with effect from 1.4.2010. The accounts have been prepared after taking into consideration the effect of the Scheme of Arrangement.

Pursuant to the aforesaid Scheme:

a. 48,38,249 fully paid equity shares of Rs. 10 each held by Narmada Farms Private Limited and Bhairav Farms Private Limited in your Company were cancelled and simultaneously equal number of equity shares of Rs. 10 each fully paid up had been issued to the shareholders of these companies. These shares have been listed on the Bombay Stock Exchange Ltd.

b. 1,29,19,412, 8% Non-cumulative Redeemable Preference Shares of Rs. 10 each fully paid up were issued to the shareholders of Narmada Farms Private Limited and Bhairav Farms Private Limited on the terms and conditions as contained in the Scheme of Arrangement. You are requested to kindly refer to the notes to accounts for further details.

DIVIDEND

Your Directors recommended payment of dividend on 8% Non-cumulative Redeemable Preference Shares. No dividend is recommended on Equity Shares.

No amount has been proposed to be transferred to General Reserve.

OPERATIONS REVIEW

Profit Before Interest, Depreciation & Tax (EBIDT) increased by 360% to Rs 59.39 crores from Rs 12.91 crores. Profit before tax increased by 451% to Rs 55.14 crores from Rs 10 crores. Profit after Tax increased by 466% to Rs 55.13 crores from Rs 9.74 crores. This was due to amalgamation of investment divisions of SRF Polymers Investments Limited, Narmada Farms Private Limited and Bhairav Farms Private Limited into the Company with effect from 1st April 2010 in accordance with the Scheme of Arrangement due to which the income of these investment divisions has been merged with the income of your Company.

SUBSIDIARY COMPANIES

KAMA Realty (Delhi) Limited Pursuant to the Scheme of Arrangement, the real estate division of SRF Polymers Investments Ltd. was transferred and vested in KAMA Realty (Delhi) Ltd., a wholly-owned subsidiary of the Company, with effect from 1.4.2010. It made a net profit of Rs. 2.45 Crores mainly due to rental income.

During the year, KAMA Realty (Delhi) Ltd. had issued 10,020 fully paid equity shares of Rs. 10 each to your Company pursuant to the Scheme of Arrangement

Shri Educare Limited During the year your Company has invested a sum of Rs. 2.50 crores in the equity capital of Shri Educare Ltd. This company is engaged in the field of education. It had made a loss of Rs. 1.76 crores mainly on account of personnel and administrative expenses.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.51 crores (Rs 1.78 crores appx.) mainly on account of personnel and administrative expenses.

During the year, your Company had made an investment (including application money) of MRF 0.58 crores (Rs 2.05 crores appx.) in the equity shares of Shri Educare Maldives Private Limited.

Annual accounts of the subsidiary companies and the related information can be obtained on request by the shareholders of the Company and of the subsidiary companies. These are also available for inspection at the Corporate Office of the Company and at the respective registered offices of the subsidiaries between 11 A.M. to 1 P.M. on all working days.

DIRECTORS

Mr. Ashish Bharat Ram and Mr. Dhirendra Datta, Directors retire by rotation and being eligible, offer themselves for re- appointment.

Directors’ Responsibility Statement Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.11 on a ‘going concern’ basis.

The Company is controlled by Arun Bharat Ram Group (“Promoter Group”) being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a)Mr.Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Sheila Bharat Ram; e) Mrs. Manju Bharat Ram; f)Mrs. Vasvi Bharat Ram; g)Mrs. Radhika Bharat Ram; ?) SRF Ltd; i)SRF Transnational Holdings Ltd; j) Skylark Investments & Trading Pvt. Ltd.; k) Karm Farms Pvt. Ltd.; ?) Srishti Westend Greens Farms Pvt. Ltd.; and m) Karmav Holdings Private Limited.

LISTING OF SHARES Your Company’s equity shares are listed at the Bombay Stock Exchange

CORPORATE GOVERNANCE Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchange is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members and senior management personnel had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

CONSOLIDATED FINANCIAL STATEMENTS In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

ACCOUNTS AND AUDIT The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 11th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

MANAGEMENT DISCUSSION AND ANALYSIS Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchange, is given as a separate statement in the Annual report.

FIXED DEPOSITS Your company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. All the existing Deposits will be repaid as and when due.

Deposits (including interest) amounting to Rs. 0.17 crores due for repayment on or before 31st March, 2011 remained unclaimed by 54 depositors. There has been no default in repayment of fixed deposits during the year.

PARTICULARS OF EMPLOYEES No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

ACKNOWLEDGEMENTS Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors KARTIKEYA BHARAT RAM Chairman

Place: Gurgaon Date: 30th May 2011

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Mar 31, 2010

The Directors are pleased to present the tenth Annual Report on the business and operations of the Company and the statement of accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

(Rs. Crores)

2009-10 2008-09

Sales and Other Income 13.20 176.96

Profit Before Interest, 12.91 52.16

Depreciation & Tax (EBIDTA)

Less: Interest & Finance Charges 2.91 15.21

Profit before Depreciation and Tax (PBDT) 10.00 36.95

Less: Depreciation - 4.70

Profit before Tax (PBT) 10.00 32.25

Less: Provision For Taxes 0.26 11.84

(including provision for deferred tax)

Net Profit after Tax (PAT) 9.74 20.41

Add: Profit brought forward from 27.25 6.84

previous year

Profit available for appropriation 36.99 27.25

Appropriations

Dividend on Equity shares - -

Corporate tax on dividend - -

Amount transferred to General Reserve - -

Profit carried to Balance Sheet 36.99 27.25

Total Appropriation 36.99 27.25

Equity Dividend

No dividend is recommended by the Board of Directors.

Operations Review

Gross Income decreased by 93% to Rs. 13.20 crores from Rs 176.96 crores in the previous year. Operating profit (EBIDTA) decreased by 75% to Rs 12.91 crores from Rs 52.16 crores. Profit before tax decreased by 69 % to Rs 10 crores from Rs 32.25 crores. Profit after Tax decreased by 52% to Rs 9.74 crores from Rs 20.41 crores. This was due to divestment of Engineering Plastics Business and Industrial Yarn Business with effect from 1.1.2009 whereafter there was no income from manufacturing activities.

Subsidiary Companies

SRF Polymers Investments Limited

SRF Polymers Investments Ltd., the wholly-owned subsidiary of the Company made a profit of Rs. 16.48 crores during the year 2009-10 mainly on account of dividend and rental income. During the year, SRF Polymers Investments Ltd. had subscribed to 50,000 fully paid up equity shares of Rs. 10 each of KAMA Realty (Delhi) Ltd.

KAMA Realty (Delhi) Limited

KAMA Realty (Delhi) Ltd. , the wholly-owned subsidiary of the Company made a loss of Rs. 0.02 Crores mainly on account of administrative expenses. This subsidiary shall engage in activities relating to acquisition and renting of commercial properties.

Shri Educare Limited

During the year your Company had invested a sum of Rs. 2.06 crores in the equity capital of Shri Educare Ltd. and made it a wholly-owned subsidiary. This company is engaged in the field of education. It had made a loss of Rs. 1.15 crores mainly on account of personnel and administrative expenses. During the year, Shri Educare Limited had set up a wholly-owned subsidiary by the name of Shri Educare Maldives Private Limited in Maldives for engaging in providing education in that country. It had subscribed to 46,66,550 fully paid up equity shares of Rufiyaa(MRF) 1 each of Shri Educare Maldives Private Limited.

Shri Educare Maldives Private Limited

Shri Educare Maldives Private Limited made a loss of MRF 0.49 crores mainly on account of personnel and administrative expenses.

Necessary application seeking approval of Central Government under Section 212(8) of the Companies Act,1956 shall be made by your Company for not attaching a copy of balance sheet, profit and loss account, auditors’ report and directors’ report of the subsidiary companies and other documents required to be attached under Section 212(1) of the Act to the balance sheet of the Company.

Directors

Mr. S.P. Agarwala and Mr. Amitav Virmani, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Mr. K.Ravichandra, Director has resigned from the Board with effect from 09.10.2009. The Board places on record its gratitude and appreciation for the services rendered by him.

Mr. Kartikeya Bharat Ram has been re-designated as Chairman with effect from 05.03.2010.

Directors Responsibility Statement

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements 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 or loss of the Company for the period under review;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the annual accounts for the year ended 31.03.10 on a ‘going concern’ basis.

The Company is controlled by Arun Bharat Ram Group (“Promoter Group”) being a group as defined under the Monopolies and Restrictive Trade Practices Act, 1969. The Promoter Group consists of various individuals and corporate bodies who are in a position to and who jointly exercise control over the Company.

a) Mr. Arun Bharat Ram; b) Mr. Ashish Bharat Ram; c) Mr. Kartikeya Bharat Ram; d) Mrs Shiela Bharat Ram; e) Mrs. Manju Bharat Ram; f) Mrs. Vasvi Bharat Ram; g) Mrs. Radhika Bharat Ram; h) SRF Ltd; i) SRF Transnational Holdings Ltd;. j) Skylark Investments & Trading Pvt. Ltd.; k) Narmada Farms Pvt. Ltd; l) Bhairav Farms Pvt. Ltd.; m) Karm Farms Pvt. Ltd.; and n) Srishti Westend Greens Farms Pvt. Ltd.

Scheme of Arrangement

Your Board had approved a Scheme of Arrangement between the Company, Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd., SRF Polymers Investments Ltd., Srishti Westend Greens Farms Pvt. Ltd., Karm Farms Pvt. Ltd. and KAMA Realty (Delhi) Ltd. and their respective shareholders. The Scheme envisages ; a) demerger of the real estate businesses of Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd. and SRF Polymers Investments Ltd. into Srishti Westend Greens Farms Pvt. Ltd., Karm Farms Pvt. Ltd. and KAMA Realty (Delhi) Ltd. respectively; and b) amalgamation of the investment businesses of Narmada Farms Pvt. Ltd., Bhairav Farms Pvt. Ltd. and SRF Polymers Investments Ltd comprising mainly of investment holding in shares of SRF Ltd. into your Company.

Your Board is of the view that the proposed Scheme of Arrangement would create enhanced value for shareholders and allow a focused strategy in operations, which would be in best interest of the companies, its shareholders, creditors, and all the person connected with the companies. The reorganization proposed by the scheme will enable investors to separately hold investment in businesses with different investment characteristics, thereby enabling them to select investments which best suit their investment strategies and risk profiles.

Subject to the approval of Hon’ble High Court of Delhi at New Delhi, a copy of the aforesaid Scheme of Arrangement alongwith Notice and explanatory statement under Section 393 of the Companies Act,1956 shall be sent in due course to the shareholders and creditors for seeking their approval.

Listing of Shares

Your Companys shares are listed at the Bombay Stock Exchange Ltd.

Corporate Governance

Certificate of the auditors of your Company regarding compliance with the conditions of corporate governance as stipulated in Clause 49 of the Listing Agreement with the stock exchanges is attached to the report as annexure 1.

In compliance with the requirements of Clause 49(V), a certificate from Whole-time Director & Company Secretary was placed before the Board.

All Board members and senior management personnel had affirmed compliance with the Code of Conduct for Board and Senior Management Personnel. A declaration to this effect duly signed by the Whole-time Director & Company Secretary is enclosed as a part of the Corporate Governance Report.

Consolidated Financial Statement

In accordance with the Accounting Standard AS-21 & AS-23 on Consolidated Financial Statements, your Directors have pleasure in attaching the Consolidated Financial Statements, which form part of the Annual Report and Accounts.

Accounts and Audit

The Auditors, M/s Thakur, Vaidyanath, Aiyar & Company, retire at the conclusion of the 10th Annual General Meeting and being eligible, offer themselves for re-appointment. The observations of the Auditors are explained wherever necessary in appropriate notes to the Accounts.

Management Discussion and Analysis

Management discussion and analysis on matters relating to the business performance, as stipulated in clause 49 of the listing agreement with the stock exchanges, is given as a separate statement in the Annual report.

Fixed Deposits

Your Company had discontinued to accept/renew fixed deposits w.e.f. 1st April, 2009. All the existing Deposits will be repaid as and when will be due.

Deposits (including interest) amounting to Rs. 0.22 crores due for repayment on or before 31st March, 2010 remained unclaimed by 59 depositors. There have been no defaults in repayment of fixed deposits during the year.

Particulars of Employees

No employee was drawing remuneration equal to or exceeding the limits under Section 217(2A) of the Companies Act,1956 read with Companies (Particulars of Employees), Rules, 1975.

Acknowledgements

Your Directors acknowledge with gratitude the co-operation and assistance received from various agencies of the Central Government and the Lenders. Your Directors thank the shareholders for their support. Your Directors also place on record their appreciation of the contribution made by employees at all levels.

For and on behalf of the Board of Directors

Place: New Delhi Kartikeya Bharat Ram

Date: 27th May, 2010 Chairman