Computer Age Management Services Limited (CAMS), a leading technology-driven financial infrastructure and services provider, has executed a Business Transfer Agreement (BTA) for the transfer of its Payment Aggregator business to its wholly-owned subsidiary, CAMSPay. The agreement was signed on December 17, 2025, marking a significant milestone in the company's business restructuring initiative.

RBI Approval and Certificate Issuance

CAMS Payment Services Private Limited (CAMSPay) has received a Certificate of Authorisation bearing No. 268/2025 dated December 16, 2025, from the Reserve Bank of India. The RBI communicated this development to the company on December 17, 2025. Following the completion of procedural formalities within fifteen days, the existing Certificate of Authorisation bearing No. 183/2024 issued to Computer Age Management Services Limited will be cancelled.

Business Transfer Agreement Details

The company has executed the BTA on a slump sale basis with December 31, 2025, as the tentative closing date. Key details of the transaction include:

Financial Considerations and Valuation

The consideration for the transfer will not be less than the fair market value of the Payment Aggregator Business as determined under Rule 11UAE of the Income Tax Rules, 1962. The expected consideration is up to ₹8.50 crores, subject to any movement in working capital and other items during the intervening period up to completion.

Strategic Rationale

The Payment Aggregator Business currently operates as one of CAMS' business divisions, covering payment gateway and aggregation services, including collection, pooling, processing, and settlement of funds. The business serves a wide range of clients through integrations with banks, NPCI platforms, card networks, payment gateways, and technical service providers.

As a regulated entity under multiple regulators, CAMS aims to carve out its Payment Aggregator Business under its wholly-owned subsidiary on a going concern basis. This restructuring is expected to result in better administrative convenience and regulatory compliance, as this business is regulated by the Reserve Bank of India. The carve-out will enable better focus on regulatory compliance with a dedicated compliance officer and other Key Managerial Personnel.

Related Party Transaction

The transaction qualifies as a related party transaction between CAMS and CAMSPay, which is a wholly-owned subsidiary. Since the transaction is between the holding company and its wholly-owned subsidiary, and the entire economic value will remain with the holding company following the transfer, the arms-length principle is not applicable. The company has confirmed that there will be no change in the shareholding pattern pursuant to this slump sale.

Computer Age Management Services Limited (CAMS), a leading technology-driven financial infrastructure and services provider to mutual funds and other financial institutions, has announced a significant corporate action. The company's shareholders have approved a 1:5 stock split, with the record date set for December 5, 2025.

Key Details of the Stock Split

• Split Ratio: 1:5 (One existing share will be split into five)
• Face Value Change: From INR 10.00 to INR 2.00 per share
• Record Date: December 5, 2025

Shareholder Approval Process

The stock split decision follows a thorough approval process:

1. Postal Ballot: Shareholders voted through a remote e-voting process.
2. Voting Period: October 16, 2025 (9:00 A.M. IST) to November 15, 2025 (5:00 P.M. IST)
3. Results: Announced on November 17, 2025

Voting Results

The company released detailed voting results for two resolutions related to the stock split:

Both resolutions were passed with an overwhelming majority, demonstrating strong shareholder support for the stock split.

Implications for Shareholders

The stock split aims to enhance the liquidity of CAMS shares in the market. Existing shareholders will see their holdings increase five-fold, while the overall value of their investment remains unchanged. For example, an investor holding 100 shares before the split will own 500 shares post-split.

Next Steps

1. The company will proceed with the stock split process.
2. Shareholders on record as of December 5, 2025, will be eligible for the split shares.
3. The Memorandum of Association will be amended to reflect the new face value of shares.

Investors and market participants should note that while the number of outstanding shares will increase, the market capitalization of CAMS remains unaffected by this corporate action.

CAMS' decision to implement a stock split may be seen as a strategic move to improve stock liquidity and potentially make the shares more accessible to a broader range of investors. However, investors are advised to make investment decisions based on their own research and financial goals.