|
Dear Members,
Your Company's Board of Directors are pleased to present the Thirty
Eighth Annual Report and Audited Financial Statements for the year ended March 31, 2026.
1. Financial Highlights
The highlights of the Consolidated and Standalone Financial Results are
as follows:
|
Consolidated |
Standalone |
| Particulars |
2025-26 |
2024-25 |
2025-26 |
2024-25 |
|
In Rs. Lakhs |
|
In Rs. Lakhs |
|
| Revenue from Operations |
1,51,625 |
1,42,248 |
1,41,226 |
1,33,390 |
| Other Income |
5,117 |
5,264 |
4,238 |
4,155 |
| Total Income |
1,56,742 |
1,47,512 |
1,45,464 |
1,37,545 |
| Operating expenses |
49,702 |
46,907 |
39,257 |
37,301 |
| Other expenses |
33,532 |
30,118 |
38,534 |
34,375 |
| Operating Profit |
73,508 |
70,486 |
67,893 |
65,870 |
| Depreciation |
9,877 |
7,772 |
8,661 |
6,513 |
| Share of profit / (loss) of Joint venture (net of tax) |
(76) |
- |
- |
- |
| Interest |
698 |
847 |
592 |
717 |
| Profit Before Tax |
62,855 |
61,866 |
58,419 |
58,639 |
| Tax Expenses |
15,653 |
15,396 |
14,710 |
14,537 |
| Profit for the year |
47,202 |
46,470 |
43,710 |
44,102 |
| Other Comprehensive Income |
(12) |
(258) |
(56) |
(215) |
| Total Comprehensive Income for the year |
47,189 |
46,212 |
43,654 |
43,887 |
| Earnings per Equity Share |
|
|
|
|
| Basic |
19.23 |
19.08 |
17.66 |
17.90 |
| Diluted |
19.13 |
19.01 |
17.56 |
17.83 |
| Other Equity (including retained earnings) |
1,27,132 |
1,06,912 |
1,15,878 |
98,648 |
| Cash and Cash Equivalents and Investments (excluding customer
collection accounts & lien deposits and including subsidiary investments in the case
of standalone) |
85,216 |
67,871 |
94,029 |
78,656 |
2. Overview of Performance
During FY 2025-26, the consolidated revenue from operations of the
Company was at ' 1,51,625 Lakhs as against '1,42,248 Lakhs in the FY 2024-25. The Profit
Before Tax was ' 62,855 Lakhs as against the previous year PBT of ' 61,866 Lakhs. The
Earnings per share (Basic) was ' 19.23 as against the previous year which was at Earnings
per share (Basic) '19.08 per share (adjusted for the share split effected during the
year).
The Indian mutual fund industry has seen massive growth, with Assets
Under Management (AUM) soaring to '73.73 lakh crore as of March 2026. This represents a
sixfold increase over the past decade. The SIP (Systematic Investment Plans) inflows and
increasing retail participation has resulted in the industry crossing 10 crore folios,
with high growth projected to continue. The Digital adoption has made mutual fund access
easier across smaller towns. Tier II and Tier III cities in India continue to emerge as
significant growth hubs
for mutual funds, driven by rising disposable incomes, increased
digital literacy, and rapid adoption of Systematic Investment Plans (SIPs). The shifting
of the Investors from the traditional assets have also fuelled the demand for diversified,
thematic, and consumer- oriented mutual funds.
The newly launched Specialised Investment Funds("SIF"),
offered by the Asset Management Companies, are specialized funds designed for
sophisticated investors, often utilizing long-short strategies, providing a bridge between
traditional mutual funds and AIFs (Alternative Investment Funds). SIFs are expected to
have a potential market size of ' 5 lakh crore and the AUM has crossed ' 10,000 crores by
the end of March 2026 within a short period of launch. The high share of a young working
population and increasing financial awareness are likely to continue to drive the
expansion of the industry.
The Total transaction volumes in CAMS managed funds for FY'26 recorded
107 Cr, registering a 20% Y-o-Y growth. The new SIP registrations have reached 4.7 Cr in
FY'26, registering a 17% increase over FY'25. The SIP gross sales were at Rs..2.2 Lakh
Crore in FY'26, contributing 30% share in CAMS equity gross sales. The Live SIP has grown
by 17% at 6.7 Cr in FY'26 over FY'25. However, the Equity net sales stood at Rs.3.4 Lakh
Crore in FY'26, marking a marginal 3% decline over FY'25.
During the year, the company won five new mandates from Carnelian, ASK,
Alpha Grep, Oaklane & Neo. The company also onboarded and launched Choice & Jio
BlackRock in FY'26. Taurus AMC migrated to the company from competition during FY'26. The
company also started servicing Ceybank AMC, first international client during the year
onboarded in FY'26 for RTA services.
3. Share Capital
During the financial year 2025-26, the shares of the company were
sub-divided from ' 10/- (Rupees Ten only) per share to ' 2/- (Rupees Two only) per share.
The Authorized Share Capital of the Company as on March 31, 2026 (post sub-division of
Equity share capital) was ' 51,25,00,000 (Rupees Fifty One Crores Twenty Five Lakhs only)
divided into 25,62,50,000 (Twenty Five crores Sixty Two lakhs Fifty Thousand Only) equity
shares of ' 2/- (Rupees Two only) each.
The issued & Paid up capital as of March 31, 2026, is '
49,59,68,996 (Rupees Forty Nine Crores Fifty Nine Lakhs Sixty Eight Thousand Nine Hundred
and Ninety Six only) divided into 24,79,84,498 equity shares (Twenty Four Crores Seventy
Nine Lakhs Eighty Four Thousand Four Hundred and Ninety Eight) of ' 2/- (Rupees Two only)
each. The enhancement in the paid-up capital is due to the allotment of shares to the
employees against the conversion of the ESOP which has become vested to them during the
year.
During the year under review, the company has not issued any:
a) shares with differential voting rights as to dividend, voting or
otherwise,
b) sweat equity shares
4. Reserves
The Company does not propose to transfer any amount to the Reserves.
5. Dividends
The Company has a Dividend Distribution Policy approved by the Board
containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"). The
Dividend Distribution Policy is also available on the website of the Company at the
web-link:
CAMS Dividend Distribution
Policy
During the year, your directors declared and paid three interim
dividends totaling ' 8.5/- per equity share (adjusted for the split done in December,
2025) as specified below. The Directors are also recommending a final dividend of ' 4.00
per equity share at the face value of ' 2/-. This will be paid subject to the same being
approved by the shareholders at the Annual General Meeting scheduled to be held on July
07, 2026
Details of Interim Dividend Paid:
| Particulars |
Approval Date |
Dividend per equity share ' |
Face value per equity share ' |
Dividend Paid ' |
| First Interim |
30.07.2025 |
11/- |
10/- |
54,42,22,437.00 |
| Second interim |
28.10.2025 |
14/- |
10/- |
69,34,21,778.00 |
| Third Interim |
22.01.2026 |
3.5/- |
2/- |
86,76,09,018.50 |
6. STATE OF THE COMPANY'S AFFAIRS
The company has been a Technology-driven financial infrastructure and
services provider to mutual funds and other financial institutions. It is India's largest
Registrar and Transfer Agent ("RTA") of mutual funds ("MFs") with an
aggregate market share of ~68%. The company provides a range of technology-enabled
infrastructure to mutual funds and is involved through the life cycle of an account from
account creation to processing transactions and redemption of the amount invested. CAMS
has also developed and implemented various technology platforms, and its technology driven
infrastructure and services are integral to the operations of its clients.
The company has leveraged its domain expertise, processes and
infrastructure to cater to the varying requirements of the industry. The company is also
one of the Central Record Keeping Agency (CRA) appointed by Pension Fund Regulatory and
Development Authority of India (PFRDA) and caters to the National Pension
Scheme("NPS") investors. CAMS eNPS platform provides superior subscriber
experience leveraging robust technology and deep experience in serving customers for
pension account opening, record keeping and maintenance services.
The company is also providing the following services either by itself
or through its subsidiaries and associate company.
- CAMS provides Facility for Banks and NBFCs for lien marking against
mutual fund units. It offers the facility of call center operations to its various
clients.
- The company is a leading platform and service partner for
alternatives business, combining versatile technology, contemporary digital utilities and
full stack services for investor on boarding, fund accounting and operations. Fintuple,
subsidiary of the company is partnering in this initiative for the wealthserv360 platform.
- CAMS PAY is a scalable, full-stack BFSI-focussed payments platform -
which provides a holistic suite of services that lead the way in achieving same- day NAV
processing and expedited on-boarding and authentication of new customers. This business
which was hitherto carried on in the company was shifted to the wholly owned subsidiary
during the year.
- CAMS KRA, a wholly owned subsidiary of the company("WOS")
is functioning as the KYC
Registration Agency and is presently the second- largest KYC
Registration Agency in the country. Leveraging AI and automation, it offers innovative
solutions like our 10-minute KYC process to streamline operations of its clients. The
strategic acquisition of the NSE KRA business was completed during the year. The company's
application for registration with the International Financial Services Centres Authority
(IFSCA) is currently underway. This strategic expansion to establish a CAMS KRA branch in
GIFT City is expected to generate marginal revenue within its first year of operation.
- CAMSREP, WOS, provides a premier customer experience platform to
service both Insurance companies & policy holders. This empowers over 45 insurance
companies with end-to-end operational support and technology-driven solutions. India's
first insurance portfolio management platform, Bima Central, offers policy holder
services, renewal reminders, cover dashboard, policy download, policy highlights, etc.
- CAMSfinserv, WOS is among the first RBI-licensed account aggregator
platform to drive adoption of consent-based sharing of financial asset information among
Banks, financial institutions, Fintechs and customers and shape the inevitable future of
digital lending, onboarding and advisory.
- Think Analytics, a subsidiary of the company is a trusted advisor and
digital partner to marquee Indian BFSI enterprises. During the year, the company developed
a platform "ConsenPro" focussed at enterprise clients in BFSI, healthcare, and
large enterprises for compliance with the consent management requirements under the
Digital Personal Data Protection Act, 2023 (DPDPA). It is planning to expand into adjacent
regulatory compliance use-cases beyond Data Protection PDPA. Think pioneers in Alternative
Data and AI Credit Scoring solutions. It also offers modern AI capabilities that transform
KYC and customer onboarding, and enable financial institutions to rapidly scale their API
and partnership infrastructure
- MFC Technologies Private Limited, an Associate company incorporated
on March 8, 2025 is yet to commence its business operations. It will be operating as a
unified platform for the mutual fund investors to transact their investments in AMCs
serviced by both CAMS and KFIN.
The Company is registered with the Securities and Exchange Board of
India (SEBI) as Registrar & Transfer Agent for providing the RTA services. It has been
classified as a Qualified Registrar and Transfer Agent (QRTA) as it manages more than 2
million folios and is subject to additional regulatory governance and controls. The
company is regulated by the Pension Fund Regulatory and Development Authority for the CRA
Operations and is licensed by Reserve Bank of India for its payment aggregator business.
CAMS insurance Repository Services Limited, WOS is registered with the Insurance
Regulatory and Development Authority of India as an Insurance Repository. CAMS Investor
Services Private Limited, another WOS has been granted approval by Securities and Exchange
Board of India as a KYC Registration Agency. As regulated organizations, the Company and
its subsidiaries bring the highest standards of service delivery and adherence to
regulations.
7. CAPITAL EXPENDITURE AND LIQUIDITY
The operations of the Company are not capital intensive. The capital
expenditure is incurred mainly towards upgradation of technology, and improvements to the
cyber security and physical infrastructure required for its operations which are funded
through internal accruals. It is not availing of any kind of working capital facility from
the Banks or financial institutions except for availing Performance Bank Guarantees which
are fully secured with fixed deposits.
As on March 31,2026, the consolidated liquidity position of the Company
was ' 85,216 lakhs (excluding Fixed Deposit(s) under lien of ' 229 lakhs for issue of
Guarantee by Banks) as against ' 67,871 lakhs (excluding Fixed Deposit(s) under lien of '
202 lakhs for issue of Guarantee by Banks)
8. SUBSIDIARY COMPANIES (a) Wholly Owned Subsidiaries
CAMS Insurance Repository Services Limited
("CAMS REP") offer Insurance Repository services to Insurance
policy holders. The Company has developed outsourcing solutions for new business
processing and policy holder services for insurance companies. CAMS REP serves leading
Life, Health, and General insurance companies. It has also developed Bima Central India's
first Insurance Portfolio Management platform that gives you a host of features along with
your e-Insurance Account.
CAMS Investor Services Private Limited ("CAMS KRA") is
registered with Securities and Exchange Board of India as a KYC Registration Agency and is
licensed for implementation of SEBI's vision of a harmonized KYC process. CAMS KRA, the
second-largest KYC Registration Agency, is rapidly expanding its reach in the capital
market. Leveraging AI and automation, the company offers innovative solutions like
10-minute KYC process to streamline operations.
Sterling Software Private Limited ("SSPL") is the
software development arm for the group and brings high specialization in building
technology solutions for financial services domain. SSPL also provides appropriate
solutions for use by entities accessing data through the Account Aggregator platform. It
is successfully executing a complex portfolio of projects, including transformation
initiatives, customer-centric projects, automation, compliance and risk management, and
infrastructure upgrades.
CAMS Financial Information Services Private Limited ("CAMS
FIS") is carrying on the business of "Account Aggregator". The Company has
been issued Certificate of Registration by Reserve Bank of India ("RBI") as a
Non-Banking Finance Company - Account Aggregator. CAMS FIS is leading transformation of
CAMS from a capital market centric player to a complete financial market's player. It has
been establishing itself as a significant player in Capital Market space with both fintech
and established players by onboarding them on AA ecosystem.
CAMS PaymentServices Private Limited ("CAMS PAY"), a
wholly owned subsidiary of CAMS received Certificate of Authorization from the Reserve
Bank of India (RBI) on December 16, 2025 for carrying on the business of Payment
Aggregator. The payment aggregator business hitherto carried on by the Company has been
transferred to this subsidiary effective from February 01, 2026.
b) Other subsidiaries and Associate
FintupleTechnologies PrivateLimited ("Fintuple") is
providing the digital layer of infrastructure to all aspects of the asset management
industry through a single source including data & insights, onboarding of investors,
know your customer, marketing, portfolio analytics, transactions &
execution, and ancillary services. Fintuple, is also supporting CAMS in
its initiative for the wealthserv360 platform. CAMS owns 78.57 % of the capital issued of
the company.
Think Analytics India Private Limited (TAIPL) offers Software as a
Service (SaaS) based products and data science services to its customers in India and
abroad and is in the process of launching analytical solutions suitable for use with the
Account Aggregator framework. CAMS owns 55.42 % of the issued capital of the company.
Think Analytics Consultancy Services Pvt. Ltd & Thin360 AI, Inc.
based in Ohio, USA
The above companies are the subsidiaries of TAIPL and hence are step
down subsidiaries of the company.
MFC Technologies Private Limited
MFC Technologies Private Limited is a joint venture entity incorporated
on March 8, 2025 along with KFin Technologies Limited . It is intended that the company
will provide a unified platform for the investors in the mutual fund industry for availing
the services of both CAMS and KFin at a single touch point and has been set in accordance
with the circular from the Securities and Exchange Board of India dated July 26, 2021.The
company is in the process of recruiting resources and obtaining regulatory approvals to
commence its business.
Your Company holds 50% of the issued share capital of the company and
hence falls within the definition of the Associate company under Section 2(6) of the
Companies Act,2013.
A report on the performance and financial position of the subsidiaries
whose financial statements are considered for preparation of Consolidated Financial
Statements of the Company as per the Act (in the prescribed format i.e., "Form AOC-
1") is provided as an Annexure to the Consolidated Financial Statements.
The policy for determining material subsidiaries as approved by the
Board may be accessed on the Company's website at the web-link:
CAMS-Policv on material
subsidiaries
None of the subsidiaries of the Company fall under the category of
material subsidiaries.
In accordance with the third proviso to Section 136(1) of the Act, the
Annual Report of the Company, containing therein its Standalone and the Consolidated
Financial Statements, are available on the Company's website at the web-link:
https://www.camsonline.com/about-cams/
shareholder-relations/policies
9. RELATED PARTY TRANSACTIONS
During the year under review, all the contracts or arrangements or
transactions by the Company with its wholly owned subsidiaries, subsidiaries, associates,
between wholly owned subsidiaries and between subsidiary of the Company and its related
party(ies) were in the ordinary course of business and on arm's length basis. and on arm's
length basis and were in compliance with the applicable provisions of the Companies
Act,2013 read with Regulation 23 of the SEBI (LODR) Regulations,2015.
Further, the company has not entered any contract or arrangement or
transaction with the related parties which were not on an arm's length basis or could be
considered material in accordance with the policy of the company on Related Party
Transactions Policy.
Given that the Company does not have anything to report pursuant to
Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014
in Form No. AOC- 2, the same is not provided. The attention of members is drawn to Note
No. 29 to the Standalone Financial Statements which sets out related party disclosure.
The RPT Policy as approved by the Audit Committee and the Board, is
available on the website of the Company:
CAMS-
Related party policy
10. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES
Details of Loans, Guarantees and Investments made by the Company under
Section 186 of the Act, during the FY 2025-26 is provided in Note No. 7 of the Standalone
Financial Statements forming part of this Annual report.
11. NUMBER OF BOARD MEETINGS HELD
The Board of Directors of the Company met 8 (Eight) times during the FY
2025-26. The meetings were held on the following dates:
| Date of the Board Meeting |
|
| May 5, 2025 |
October 28, 2025 |
| June 25, 2025 |
December 22, 2025 |
| July 30, 2025 |
January 22, 2026 |
| October 10, 2025 |
March 17, 2026 |
The details of the Board Meetings and attendance of Directors are
provided in the Corporate Governance Report, which forms a part of this Annual Report.
12. DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of Board
As of March 31, 2026, your company's Board comprised of 6 Directors,
which includes 4 Independent Directors (Mrs. Vijayalakshmi Rajaram Iyer, Mr. Narumanchi
Venkata Sivakumar, Mr Pravin Udhyavara Bhadya Rao, and Mr Santosh Kumar Mohanty), 1
Non-Executive - Non-Independent Director (Mr. Dinesh Kumar Mehrotra) and 1 Managing
Director (Mr. Anuj Kumar).
Re-appointment
The term of appointment of Mr. Anuj Kumar (DIN: 08268864) as Managing
Director of the Company is till July 31,2026. The Board, based on the recommendation of
the Nomination and Remuneration Committee, approved the re-appointment of Mr. Anuj Kumar
as Managing Director of the Company for a further period of five years commencing from
August 01,2026 to July 31,2031. The members of the company through postal ballot approved
the above re-appointment on January 28,2026.
Retirement by Rotation
Provisions of Section 152 of the Companies Act,2013, and other
applicable provisions of the Companies Act,2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and applicable regulations of
the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, (including statutory modification(s) and re-enactment
thereof) mandate retirement of Directors.
In accordance with the above, Mr. Dinesh Kumar Mehrotra (DIN: 00142711)
will retire by rotation and being eligible, offers himself for re-appointment at the
ensuing AGM of the company. A detailed profile and other related information along with
necessary resolution of Mr. Dinesh Kumar Mehrotra seeking re-appointment at the ensuing
AGM as required under Secretarial Standard on General Meetings and Regulation 36(3) of the
SEBI Listing Regulations, is provided in the Notice of the AGM.
Key Managerial Personnel
During the year under review, the following employees were the
"Key Managerial Personnel("KMP") "of the company and there have been
no changes in the KMPs Mr. Anuj Kumar- Managing Director, Mr. Manikandan Gopalakrishnan -
Company Secretary and Compliance Officer, Mr. Sesha Raman Ramcharan- Chief Financial
Officer
13. DECLARATION OF INDEPENDENCE
In accordance with the provisions of Section 149 of the Companies Act,
2013, the Independent Directors have given a declaration that they meet the criteria of
independence as provided in the said Section and in terms of the SEBI LODR Regulations.
The Independent Directors have also submitted an annual compliance report that they have
complied with the Code of Conduct for Directors and Senior Management Personnel. Further,
the company has also formulated a Code of Conduct for Directors and Senior Management
Personnel, which is available on the company's corporate website:
https://digital.camsonline.com/cams/documents/
policies/Code
of Conduct for Directors and Senior Management.pdf
14. FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company has a Familiarization Programme which provides Orientation
at the time of the appointment of Independent Directors which covers their role and
responsibilities, overview of the industry, operations, and business model of the Company.
The Company's Ongoing Familiarization Programme covers periodic
presentations at the Board Meetings providing insights into the Company, the business
environment, risks and opportunities and other matters relevant to the Company. Regulatory
changes relevant to the company are also highlighted in these presentations.
As per Regulation 46 of the SEBI (LODR) Regulations, 2015, the policy
and details of the familiarization programme may be accessed on the Company's corporate
website:
CAMS-
Familiarization Policy
15. PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL
DIRECTORS
The Companies Act 2013, and the SEBI (LODR) Regulations, 2015 stipulate
the evaluation of the performance of the Board, its Committees, Individual Directors, and
the Chairperson.
The Company has formulated a Board Evaluation template for performance
evaluation of the Independent Directors, the Board, its committees, and other individual
Directors which includes criteria for performance evaluation of the Non-Executive
Directors and Executive Directors. The template provides the criteria for assessing the
performance of Directors and comprises of various key areas such as attendance at Board
and Committee Meetings, quality of contribution to Board discussions and decisions,
strategic insights, or inputs regarding future growth of the Company and its performance,
ability to challenge views in a constructive manner, knowledge acquired regarding the
Company's business/ activities, understanding of industry and global trends, etc.
The evaluation involves self-evaluation by the Board Member and
subsequent assessment by the Board of Directors. A member of the Board will not
participate in the discussion of his/her evaluation.
The formal Board evaluation as mandated under the Companies Act and
SEBI (LODR) Regulations, 2015 has been carried out during the year.
16. I NTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls
commensurate with the nature and size of the business activity and with reference to the
financial statements. The controls comprise policies and procedures for ensuring orderly
and efficient conduct
of the Company's business, including adherence to its policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
The Company has also secured Service Organization Control Compliance
SOC 1 in accordance with SSAE 16 and SOC 2 under AICPA. The Company is also certified for
ISO 9001, ISO 27001 and ISO 22301. The internal financial control system is supplemented
by Internal audits. An external audit firm carries out the Internal Audits. The Audit
Committee of the Board of Directors reviews the reports of the Auditors at the quarterly
meetings.
A Risk Management Policy for identification, assessment, measurement,
and reporting of business risks faced by the Company is in place. The Risk Management
Committee oversees the Risk Management framework on a periodic basis. There is a
designated Chief Risk Officer, and the risk Control and Mitigation mechanisms are tested
for their effectiveness on regular intervals.
17. BOARD COMMITTEES
During the year under review, the company had the following six
committees, and these committees had periodical meetings for transacting the business as
specified in their terms of reference.
1. Audit committee
2. Nomination and Remuneration Committee
3. Stakeholder relationship Committee
4. Risk Management Committee
5. IT Strategy Committee
6. CSR and ESG Committee
The details of the composition of these committees, changes in the
composition, dates of meeting and attendance details of the meetings have been included in
the Corporate Governance report. During the year under review, all the recommendations of
the Audit Committee were accepted by the Board.
18. AUDITORS
(i) Statutory Auditors
In terms of Section 139 of the Companies act,2013 read with Companies
(Audit and Auditors) Rules,2014, M/s. S.R. Batliboi and Associates LLP, Chartered
Accountants (ICAI Firm Registration No.000511S, were appointed as the Statutory Auditors
of the Company for a period of
5 continuous years i.e., from the conclusion of the 35th Annual General
Meeting till the conclusion of the 40th Annual General Meeting.
In respect of all the observations of the auditors in the report,
required clarification have been included in the notes referred to in the observation.
The Auditor's report on the financial statements of the company for the
financial year ended March 31,2026 forms part of the Annual report.
(ii) Secretarial Auditors
Pursuant to Section 204 of the Companies Act,2013 read with Rule 9 of
the Companies (Appointment and Managerial Personnel) Rules,2014, and Regulation 24A of the
Securities and Exchange Board of India (Listing and Disclosure Requirements)
Regulations,2015, M/s. B. Chandra
6 Associates, Practicing Company Secretaries, a peer reviewed firm
(having Firm Registration Number : P2017TN065700), were appointed as the Secretarial
Auditors of the company for a term of 5 (five) consecutive years i.e., from the conclusion
of 37th AGM till the conclusion of 42nd AGM.
The Secretarial Audit report issued by the Secretarial Auditors in Form
MR-3 for the financial year ended March 31, 2026, forms part as an annexure to this
report.
(iii) Cost Auditors
The provisions pertaining to Section 148 of the Act are not applicable
to the company.
19. PARTICULARS OF FRAUD REPORTED BY THE AUDITORS
In terms of Section 143(12) of the Act, M/s. S.R. Batliboi and
Associates LLP, Chartered Accountants have not reported any instance of fraud having taken
place during the year under review.
20. CORPORATE SOCIAL RESPONSIBILITY (CSR) & ENVIRONMENT, SOCIAL AND
GOVERNANCE(ESG)
The company is committed to ensuring that its Corporate Social
Responsibility (CSR) and ESG activities are focussed towards enhancing the sustainable
development of our society. In pursuit of this objective, a Corporate Social
Responsibility (CSR) and Environment Social and Governance (ESG) Committee has been formed
by the Company which oversees the activities relating to CSR and ESG.
The Company has in place a Corporate Social Responsibility Policy
pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021.
The company has also an ESG Policy. These policies are available on the
website of the Company at the link provided below:
CSR
Policy: CAMS- CSR Policy ESG
Policy: CAMS- ESG Policy
The initiatives undertaken by your Company during the year under CSR
have been detailed in CSR Section of the Annual Report. The Annual Report on CSR
activities in accordance with the Companies (Corporate Social Responsibility Policy)
Amendment Rules, 2021, is set out herewith as an Annexure to this Report. The Integrated
report also contains the initiatives taken under ESG.
21. RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy which contains the
risk management principles, risk governance structure and the risk management framework.
The policy is available on the website of the Company at the link:
CAMS-
Risk Management Policy
22. NOMINATION AND REMUNERATION POLICY
In accordance with Section 178 of the Companies Act, 2013 and the SEBI
(LODR) Regulations, 2015 the Company has a Board approved Nomination and Remuneration
Policy. The policy is available on the website of the Company at the link:
CAMS-
Nomination and Remuneration Policy
23. WHISTLE BLOWER POLICY
In accordance with Section 177(9) of the Companies Act, 2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22
of the SEBI (LODR) Regulations, 2015, the Company has adopted a Whistle Blower Policy
which provides for adequate safeguards against victimization of persons who use Vigil
Mechanism and make provision for direct access to the Chairperson of the Audit Committee.
The policy is available on the website of the Company at the link:
CAMS-
Whistle Blower Policy
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
In respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the
Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are
given as under:
(i) Conservation of energy - The Company's operations are not energy
intensive. Adequate measures have been taken to conserve energy wherever possible.
(ii) Technology absorption - The Company employs a homegrown platform
in its operations and uses appropriate technology in its maintenance and improvements.
(iii) Foreign exchange earnings and outgo - The total foreign exchange
earnings of the company during the year was ' 279.45 Lakhs and the outflow of foreign
exchange was ' 400.37 Lakhs
25. CORPORATE GOVERNANCE
Your Company is committed to maintaining the best standards of
Corporate Governance and has always tried to build maximum trust with shareholders,
employees, customers, suppliers, and other stakeholders. A Report on Corporate Governance
along with a Certificate from the Secretarial Auditors of the Company regarding compliance
with the conditions of Corporate Governance as stipulated under Regulation 34(3) read with
Para C of Schedule V of the SEBI (LODR) Regulations, 2015 forms part of the Annual Report.
26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015,
top 1000 listed entities by market capitalization have to publish a Business
Responsibility and Sustainability Report ("BRSR"). Business Responsibility and
Sustainability Report for the year under review as stipulated under Listing Regulations
is presented in a separate section forming part of this Annual Report.
Further, an assurance report from SGS India Private Limited, Assurance Provider providing
assurance of the BRSR Core, consisting of a set of Key Performance Indicators (KPIs) /
metrics under 9 (Nine) Environmental, Social & Governance attributes for the financial
year March 31,2026 is forming part of this report.
27. ANNUAL RETURN
As per the provisions of Section 92(3) of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014 as amended from time to time,
the Annual Return of the Company has been placed on the website of the Company and can be
accessed: CAMS-
Annual return
28. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act, 2013, your
Directors state that:
a. The preparation of the annual accounts for the year ended March 31,
2026, the applicable accounting standards have been followed and there are no material
deviations from the same.
b. They have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as of March 31,2026, and
of the profit of the Company for year ended on that date.
c. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.
d. They have prepared the annual accounts on a going concern basis.
e. They have laid down Internal Financial Controls to be followed by
the Company and that such Internal Financial Controls are adequate and are operating
effectively; and
f. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant / material orders were
passed by the regulators or the Courts or the Tribunals impacting the going concern status
and the Company's operations in future.
30. LISTING WITH STOCK EXCHANGES
The Company is listed in BSE Limited and National Stock Exchange of
India Limited. The Company has paid the Annual Listing Fees applicable to both these
Exchanges.
31. UNPAID DIVIDEND AND INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
As of March 31, 2026, unclaimed dividend amounting to ' 6771.64 Lacs
which has not been claimed by shareholders of the Company is lying in the respective
Unpaid Dividend Accounts of the Company.
Your Company has displayed on its website the statement containing the
names, and the last known addresses of those shareholders whose dividend is unpaid in
accordance with Section 124(2) of the Companies Act, 2013.
During the year under review, the Company has not transferred any
amount to the IEPF as no amounts were due to be transferred.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an appropriate Policy on Prevention of Sexual
Harassment of Women at Workplace in accordance with the provisions of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to
prevent sexual harassment of its employees. Internal Complaints Committee has been set up
to redress complaints received on sexual harassment.
The Policy has been communicated internally to all employees and is
made available on the Company's Intranet Portal.
There were 2 complaints received during the year and the same have been
disposed of.
33. EMPLOYEE STOCK OPTIONS
The Company has Employee Stock Option Plan for the Employees of the
Company, and its Subsidiaries named as "CAMS Employee Stock Option Plan, 2019"
and "CAMS ESOP Scheme 2024". These Plans are in compliance with the SEBI (Share
Based Employee Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits)
Regulations, 2021 and are administered by the Nomination and Remuneration Committee of the
Board constituted by the Company pursuant to the provision of Section 178 of the Companies
Act, 2013.
The CAMS Employee Stock Option Plan, 2019 scheme for issue of 14,62,800
options was approved by the shareholders on July 29, 2021 and CAMS ESOP Scheme 2024"
for the issue of 10,00,000 options was approved by the shareholders on October 03, 2024.
The entire approved options have been granted under the ESOP 2019 scheme, and 2,42,831
options have been granted under the ESOP scheme 2024.
Pursuant to the Split of Equity shares of the Company effective from
December 05, 2025, one equity share with face value Rs.10/- was split into Five equity
shares with a face value of Rs.2/- each.
The details pertaining to CAMS Employee Stock Option Plan, 2019 and
2024 schemes are as follows:
| Scheme |
Grant Date |
No. of Options vested |
Exercise Price (Rs.) |
|
No. of options granted |
|
No. of options lapsed and added back |
No. of options exercised |
| The given numbers are as on 31/03/2026 |
After Split |
Before split |
After split |
Before split |
After split |
After Split |
After Split |
|
|
01/04/2019 |
9,90,975 |
614.70 |
122.94 |
2,48,993 |
12,44,965 |
2,58,755 |
9,81,860 |
|
01/09/2020 |
17,22,175 |
717.80 |
143.56 |
4,33,908 |
21,69,540 |
4,50,705 |
15,76,322 |
| CAMS ESOP 2019 Approved |
29/07/2021 |
11,26,260 |
1,791.40 |
358.28 |
2,73,148 |
13,65,740 |
2,48,590 |
7,73,691 |
| = 73,14,000 (After split) |
01/04/2022 |
9,51,160 |
2,312.35 |
462.47 |
3,00,000 |
15,00,000 |
3,50,720 |
4,26,155 |
|
01/11/2023 |
10,32,355 |
2,415.00 |
483.00 |
4,29,597 |
21,47,983 |
2,60,425 |
4,26,470 |
|
TOTAL |
58,22,925 |
|
|
|
84,28,225 |
15,69,195 |
41,84,498 |
| CAMS ESOP 2024 |
10/12/2024 |
2,88,815 |
4,286.00 |
857.20 |
2,42,831 |
12,14,175 |
75,560 |
- |
The details of the Employee Stock Option Plan form part of the Notes to
accounts of the Financial Statements form part of this Annual Report and are available on
our website www.camsonline.com
34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is also enclosed as an Annexure to this Report.
The information pursuant to Section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of
remuneration drawn and their other details also form part of this report. However, the
report and the accounts are being sent to the members excluding the aforesaid annexure. In
terms of Section 136 of the Act, the said annexure is open for inspection at the
Registered Office of the Company. Any shareholder interested in obtaining a copy of the
same may write to the Company Secretary.
35. SECRETARIAL STANDARDS
During FY 2025-26, the Company has complied with applicable Secretarial
Standards issued by the Institute of the Company Secretaries of India.
36. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
During the year under review, there has been no Material change in the
nature of business of the Company. There are no significant or material changes and
commitments affecting the financial position of the Company which occurred between the end
of the financial year of the Company i.e., March 31, 2026, and as on the date of this
Board's Report.
37. DEPOSITS
No disclosure is required in respect of the details relating to the
deposits under Chapter V of the Companies Act, 2013, as the Company has not accepted any
deposits.
38. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)
During the year under review, no Corporate Insolvency Resolution
Process/ proceedings were initiated by / against the company under Insolvency and
Bankruptcy Code, 2016.
39. DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE
TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
The disclosure is not applicable as the Company has not undertaken any
one-time settlement with the banks or financial institutions during the year.
39. DOWNSTREAM INVESTMENT
The Company has complied with the applicable provisions of Foreign
Exchange Management (Non-Debt Instruments) Rules, 2019 with regard to the downstream
investment made by the Company.
40. OTHER DISCLOSURES
The company is required to prepare a Consolidated Financial
Statement, in addition to the Standalone Financial Statement and the same forms part as a
separate section in this Annual report.
The Key initiatives with respect to Stakeholder relationship,
Customer relationship, Environment, Sustainability, Health and Safety forms part of the
integrated report published by the company.
The Company is not required to maintain cost records as
specified by the Central Government under subsection (1) of section 148 of the Companies
Act, 2013.
The company maintains a separate segmented accounting in
relation to CRA activities under NPS and other pension schemes. The company has also
complied with the requirements under regulation
18(2b). 18(2b)(a) of the PFRDA (CRA) Regulations, 2015. A certificate
from the CEO of the Company has been filed with the concerned authority stating the
following compliances:
(i) Adequacy and effectiveness of internal processes and digital
architecture controls.
(ii) Compliance with the provisions of the Act, rules, regulations,
guidelines, circulars, directions and instructions issued by the concerned Authority,
beside other applicable laws.
(iii) Code of Conduct as per Schedule II of PFRDA (CRA) Regulations.
41. ACKNOWLEDGEMENTS
Your Directors wish to thank the Asset Management Companies, Private
Equity Funds, Banks, NBFCs, Insurance Companies and the Bankers with whom the Company is
having a business relationship and look forward to their continued support.
Your Directors would also like to thank Ministry of Corporate Affairs,
Securities and Exchange Board of India, Reserve Bank of India, Insurance Regulatory and
Development Authority of India, Unique Identification Authority of India and Pension Fund
Regulatory and Development Authority for their guidance and support during the year and
look forward for their support in future. Your Directors also wish to thank the
shareholders, Stock Exchanges and Depositories for their continued support and
cooperation.
Your Directors also wish to place on record their appreciation of the
concerted efforts by all the employees in extending full support in implementing various
plans for the growth of your Company.
|
On behalf of the Board of Directors |
|
Sd/- |
|
Dinesh Kumar Mehrotra |
| Place: Chennai |
Chairman |
| Date: May 04, 2026 |
DIN: 00142711 |
|