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

1. FINANCIAL HIGHLIGHTS

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

2. OVERVIEW OF PERFORMANCE

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

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

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

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

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

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

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

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

3. SHARE CAPITAL

There were no changes to the authorized share capital during the year. The issued capital as of March 31, 2024, was ' 49,14,31,190/- as against ' 48,99,35,960/-during the previous year. The enhancement in the paid-up capital is due to the allotment of shares to the employees against the conversion of the ESOP which has become vested to them during the year.

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

4. RESERVES

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

5. DIVIDENDS

The Company has a Dividend Distribution Policy approved by the Board on November 4, 2022, containing the requirements prescribed in Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements)

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

During the year, your directors declared and paid three interim dividends totaling ' 30.00/- per equity share on the dates specified below. The Directors also have recommended a final dividend of ' 16.50/- per equity share at the face value of '10/-. This will be paid subject to the same being approved by the shareholders at the Annual General Meeting scheduled to be held on July 01,2024.

6. IMPACT OF COVID-19

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

7. STATE OF THE COMPANY’S AFFAIRS

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

• Insurance Repository services and outsourcing services for insurance companies

• Account Aggregator services

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

• Know Your Customer (KYC) registration services as a registered KYC Registration Agency (“KRA”)

• Payment Aggregator services for AMCs, Insurance companies and NBFCs

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

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

8. CAPITAL EXPENDITURE AND LIQUIDITY

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

9. SUBSIDIARY COMPANIES(a) Wholly Owned Subsidiaries

CAMS Insurance Repository Services Limited

(“CAMS REP”) is licensed by IRDAI to offer Insurance Repository services to Insurance policy holders. The Company has developed outsourcing solutions for new business processing and policy holder services for insurance companies. CAMS REP serves leading Life, Health, and General insurance companies.

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.

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.

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 Payment Services Private Limited

(“CAMS PAY”) has been incorporated for carrying on the business of “Payment Aggregator”. At present it is not carrying on any business activity. It is intended that the payments business which is being carried out by CAMS will be taken over by this this subsidiary subject to various regulatory approvals.

b) Other subsidiaries

Fintuple Technologies Private Limited

(“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. CAMS owns 53.99 % of the issued capital of the Company.

Think Analytics India Private Limited (TAIPL)

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

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

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

A report on the performance and financial position of the subsidiaries whose financial statements are considered for preparation of Consolidated Financial Statements of the Company as per the Act (in the prescribed format i.e., “Form AOC-1”) is provided as Annexure to the Consolidated Financial Statements.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Company's website at the web-link:

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

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

In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements are available on the Company's website at the web-link:

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

shareholder-relations/annual-report

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

10. RELATED PARTY TRANSACTIONS

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

There were no materially significant related party transactions with the Promoters, Directors, and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule

8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC- 2, the same is not provided.

The attention of members is drawn to Note No. 30 to the Standalone Financial Statements which sets out related party disclosure.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company:

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

11. LOANS, GUARANTEES AND INVESTMENTS IN SECURITIES

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

12. NUMBER OF BOARD MEETINGS HELD

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

. 06^th May, 2023

. 04^th Aug, 2023

• 08^th Nov, 2023

• 06^th Feb, 2024

• 28^th March, 2024

The details of the Board Meetings and attendance of Directors are provided in the Corporate Governance Report, which forms a part of this Annual Report.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

Changes in the Board of Directors

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

presentations at the Board Meetings providing insights into the Company, the business environment, risks and opportunities and other matters relevant to the Company. Regulatory changes as relevant for the Company are also highlighted in these presentations.

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

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

Dolicies/Familiarization%20Prooram%20for%20

Independent%20Directors.pdf

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

The Companies Act, 2013 and the SEBI LODR Regulations stipulate the evaluation of the performance of the Board, its Committees, Individual Directors, and the Chairperson.

The Company has formulated a Board Evaluation template for performance evaluation of the Independent Directors, the Board, its committees, and other individual Directors which includes criteria for performance evaluation of the Non-Executive Directors and Executive Directors.

The template provides the criteria for assessing the performance of Directors and comprises of various key areas such as attendance at Board and Committee Meetings, quality of contribution to Board discussions and decisions, strategic insights, or inputs regarding future growth of the Company and its performance, ability to challenge views in a constructive manner, knowledge acquired regarding the Company's business/ activities, understanding of industry and global trends, etc.

The evaluation involves self-evaluation by the Board Member and subsequent assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

The formal Board evaluation as mandated under the Companies Act and SEBI LODR Regulations has been carried out during the year.

16. I NTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls commensurate with the nature and size of the business activity and with reference to the financial

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

The Company has also secured Service Organization Control Compliance SOC 1 in accordance with SSAE 16 and SOC 2 under AICPA. The Company is also certified for ISO 9001, ISO 27001 and BCMS 22301. The internal financial control system is supplemented by Internal audits. An external audit firm carries out the Internal Audits. The Audit Committee of the Board of Directors reviews the reports of the Auditors at the quarterly meetings.

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

17. AUDIT COMMITTEE

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

Mr. Natarajan Srinivasan - Chairman

Mr. Dinesh Kumar Mehrotra

Mrs. Vijayalakshmi Rajaram Iyer

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

18. AUDITORS(i) Statutory Auditors

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

(ii) Secretarial Auditors

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

The Secretarial Audit Report in Form MR-3 for the financial year under review, as received from Ms. B. Chandra, Practicing Company Secretary is attached as an Annexure to the Board's Report.

19. CORPORATE SOCIAL RESPONSIBILITY

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

The Company has in place a Corporate Social Responsibility Policy pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The policy is available on the website of the Company at the link: https:// digital.camsonline.com/cams/documents/ financial information/CSR%20Policy. pdf

The initiatives undertaken by your Company during the year have been detailed in CSR Section of the Annual Report. The Annual Report on CSR activities in accordance with the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021, is set out herewith as Annexure to this Report.

20. RISK MANAGEMENT POLICY

The Company has in place a Risk Management Policy which contains the risk management principles, risk governance structure and the risk management framework. The policy is available on the website of the Company at the link: https://diaital.camsonline.com/ cams/documents/policies/Risk%20Manaaement%20 Policv.pdf

21. NOMINATION AND REMUNERATION POLICY

In accordance with Section 178 of the Companies Act, 2013 and the SEBI LODR Regulations the Company has a Board approved Nomination and Remuneration Policy. The policy is available on the website of the Company at the link:

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

policies/Nomination%20and%20Remuneration%20

Policv.pdf

22. WHISTLE BLOWER POLICY

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI LODR Regulations, the Company has adopted a Whistle Blower Policy which provides for adequate safeguards against victimization of persons who use Vigil Mechanism and make provision for direct access to the Chairperson of the Audit Committee. The policy is available on the website of the Company at the link:

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

policies/Whistle%20Blower%20Policv.pdf

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

The details in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3) (m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

(i) Conservation of energy - The Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible.

(ii) Technology absorption - The Company employs a homegrown platform in its operations and uses appropriate technology in its maintenance and improvements.

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

24. CORPORATE GOVERNANCE

Your Company is committed to maintaining the best standards of Corporate Governance and has always tried to build the maximum trust with shareholders,

employees, customers, suppliers, and other

stakeholders. A Report on Corporate Governance along with a Certificate from the Secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI LODR Regulations forms part of the Annual Report.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations, Business Responsibility and Sustainability Report for the year is presented in a separate section forming part of the Annual Report.

26. ANNUAL RETURN

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company has been placed on the website of the Company and can be accessed: https://www.camsonline.com/about-cams/

shareholder-relations/annual-return-form

27. DIRECTOR’S RESPONSIBILITY STATEMENT

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

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

b. t hey have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2024, and of the profit of the Company for year ended on that date.

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d. they have prepared the annual accounts on a going concern basis.

e. they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

f. the Directors have devised proper systems

to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant / material orders were passed by the regulators or the Courts or the Tribunals impacting the going concern status and the Company's operations in future.

29. LISTING WITH STOCK EXCHANGES

The Company is listed in BSE Limited and National Stock Exchange of India Limited. The Company has paid the Annual Listing Fees applicable to both these Exchanges.

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

The Company has displayed on its website the details of unpaid dividend in accordance with Section 124(2) of the Companies Act, 2013. During the year under review, the Company has not transferred any amount to the IEPF as no amounts were due to be transferred.

31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place an appropriate Policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, to prevent sexual harassment of its employees. Internal Complaints Committee has been set up to redress complaints received on sexual harassment.

The Policy has been communicated internally to all employees and is made available on the Company's Intranet Portal. During the year, no cases were reported and there were no cases pending as on March 31,2024.

32. EMPLOYEE STOCK OPTIONS

The Company has an Employee Stock Option Plan for the Employees of the Company and its Subsidiaries named as “CAMS Employee Stock Option Plan, 2019”. The Plan is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 and is administered by the Nomination and Remuneration Committee of the Board constituted by the Company pursuant to the provision of Section 178 of the Companies Act, 2013. The scheme has been approved by the shareholders on July 29, 2021.

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

33. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is also enclosed as an Annexure to this Report.

The information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other details also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

34. SECRETARIAL STANDARDS

During FY 2023-24, the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.

35. OTHER DISCLOSURES

During the year under review, there has been no Material change in the nature of business of the Company. There are no significant or material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company i.e., March 31, 2024, and as on the date of this Board's Report.

No disclosure is required in respect of the details relating to the deposits under Chapter V of the Companies Act, 2013 as the Company has not accepted any deposits. The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

36. ACKNOWLEDGEMENTS

Your Directors wish to thank the Asset Management Companies, Private Equity Funds, Banks, NBFCs, Insurance Companies and the Bankers with whom the Company is having a business relationship and look forward to their continued support.

Your Directors would also like to thank Ministry of Corporate Affairs, Securities and Exchange Board of India, Reserve Bank of India, Insurance Regulatory and Development Authority of India, Unique Identification Authority of India and Pension Fund Regulatory and Development Authority for their guidance and support during the year and look forward for their support in future. Your Directors also wish to thank the shareholders, Stock Exchanges and Depositories for their continued support and cooperation.

Your Directors also wish to place on record their appreciation of the concerted efforts by all the employees in extending full support in implementing various plans for the growth of your Company.