KAMA Holdings Limited has issued a postal ballot notice dated February 17, 2026, seeking shareholder approval for a significant corporate action involving its material subsidiary SRF Limited. The company proposes to dispose of its shareholding in SRF Limited to bring its stake to 50% or below of the paid-up share capital.

Proposed Transaction Details

The postal ballot seeks approval for a special resolution to enable the disposal of up to a maximum of 3% of SRF Limited's paid-up share capital in one or more tranches. Currently, KAMA Holdings holds 50.21% of SRF Limited's paid-up share capital, making this disposal significant for maintaining control dynamics.

E-Voting Schedule and Process

The company has implemented a comprehensive e-voting mechanism for shareholder participation, with NSDL serving as the facilitating agency.

The postal ballot notice will be sent electronically to shareholders whose email addresses are registered with the company or depository participants. Physical copies will not be distributed, emphasizing the digital-only approach for this corporate action.

Regulatory Compliance and Rationale

The proposed transaction requires shareholder approval under Regulation 24(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This regulation mandates special resolution approval when disposing of shares in a material subsidiary that would reduce holdings to 50% or below.

SRF Limited qualifies as a material subsidiary under Regulation 16(1)(c) of SEBI LODR, necessitating this formal approval process. The Audit Committee and Board of Directors approved seeking shareholder consent at their meeting held on February 17, 2026.

The proceeds from the share disposal will contribute to the company's profits and be utilized for broader capital allocation and general corporate purposes, including potential dividend payments as determined by the Board or shareholders.

Governance and Oversight

Mr. Arvind Kohli, Practicing Company Secretary and Proprietor of M/s Arvind Kohli & Associates (FCS 4434, CP No. 2818), has been appointed as the scrutinizer to ensure fair and transparent conduct of the postal ballot process.

The promoters - Mr. Arun Bharat Ram, Mr. Ashish Bharat Ram, and Mr. Kartik Bharat Ram - will continue exercising control over both KAMA Holdings and SRF Limited following the proposed disposal. Importantly, neither the promoters nor promoter group members will directly or indirectly acquire the shares being disposed of by the company.

Shareholders can access the complete postal ballot notice and related documents electronically through the company's website at www.kamaholdings.com and NSDL's e-voting platform at www.evoting.nsdl.com .

KAMA Holdings Limited's Board of Directors has approved a significant proposal regarding its material subsidiary SRF Limited. The board meeting, held on February 17, 2026, concluded with the approval of a plan to dispose of shares representing up to 3% of SRF Limited's paid-up share capital.

Board Decision and Regulatory Compliance

The disposal proposal requires shareholder approval through a special resolution before implementation. The board meeting commenced at 11:30 AM and concluded at 1:15 PM, with the decision made in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The proposed transaction carries significant implications as it may result in KAMA Holdings' shareholding in SRF Limited falling below the 50% threshold of SRF's paid-up share capital, potentially affecting the subsidiary relationship structure.

Financial Significance of SRF Limited

SRF Limited's contribution to KAMA Holdings' consolidated financials demonstrates the subsidiary's critical importance to the parent company's operations:

These figures from the last financial year highlight SRF Limited's dominant role in KAMA Holdings' overall financial performance, contributing nearly the entire turnover and a substantial portion of the consolidated net worth.

Transaction Details and Timeline

The disposal process is structured with specific parameters and safeguards:

Market Execution Strategy

The company has confirmed that all transactions will be executed in the open market, ensuring transparency and fair pricing. Importantly, no promoter, member of the promoter group, or group company will participate in these transactions, maintaining arm's length dealing principles.

The disposal does not fall within any scheme of arrangement and is not classified as a related party transaction, simplifying the regulatory compliance requirements for the proposed sale.

Regulatory Disclosures

KAMA Holdings has made the requisite disclosures under Regulation 30 read with Schedule III of the SEBI Listing Regulations and the SEBI Master Circular dated January 30, 2026. The company has provided comprehensive details about the subsidiary's contribution and the proposed transaction structure to ensure full transparency with stakeholders and regulatory authorities.