OVERVIEW OF OPERATIONS OF THE GROUP

The Company attributes its consistent growth in Assets Under Management (AUM) to its proven history of innovative product,
unwavering reliability, and sustained investment performance delivered over the years. A brief overview of the Group's operations is
set out herein below:

We are pleased to present the
Directors' Report of UTI Asset
Management Company Limited
(the Company / UTI AMC) along
with the audited standalone and
consolidated financial statements
for the financial year ended
31^st March, 2026.

FINANCIAL PERFORMANCE

The financial statements of the Company have been prepared in accordance with the provisions of Section 129 and Section 133 of
the Companies Act, 201 3 ("the Act"), read with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate
Affairs (MCA). The overview of the financial performance of the Company for the financial year ended 31^st March, 2026, along with
a comparison with the corresponding previous financial year is as under:

SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2025-26

The Company recognises that every investor's journey is distinct and shaped by personal goals, risk preferences, and investment
horizons. UTI AMC, guided by this investor-centric philosophy, launched one domestic Fund of Fund, one equity diversified fund and
one passive fund. Collectively, these 3 funds garnered ~ '1,078 crore during the launch period. The total AUM of these schemes has
grown to ~ '1,951 crore as on 31^st March, 2026.

UTI Income Plus Arbitrage Active Fund of Fund was launched in April 2025 it blends fixed income and arbitrage strategies, aiming to
deliver relatively stable returns across market cycles. With active allocation and a tax-efficient structure (< 65% debt), it aims to enhance
post-tax returns while managing volatility. In May 2025, the Company launched UTI Multi Cap Fund that captures opportunities
across Style, Sector, and Size within a disciplined framework to complete Company's suite of actively managed strategies. UTI Multi
Cap Fund blends quality / growth with value (style), invests across both established and emerging sectors, and maintains a balanced
allocation across large, mid, and small caps (size). This integrated approach reduces dependency on any single factor and aims to
navigate market cycles in a more balanced manner.

Strengthening the portfolio of passively managed offerings, UTI AMC launched UTI Nifty500 Shariah Index Fund to enable investors
to participate in long-term wealth creation through a diversified equity universe aligned with their values. By combining broad market
exposure with faith-based screening, the fund bridges ethical investing with modern portfolio construction.

The list of the schemes launched during the FY 2025-26 are as under:

 

CHANGES IN FUNDAMENTAL
ATTRIBUTES OF SCHEMES

A.    Changes in Fundamental Attributes

During the FY 2025-26, the fundamental attributes of one
scheme was changed. These changes were undertaken
in compliance with the Securities and Exchange Board
of India (Mutual Funds) Regulations, 1996, SEBI (Mutual
Fund) Regulations, and in line with SEBI guidelines. The
details are as follows:

Scheme Mergers - The following schemes were merged
during the year:

•    UTI Fixed Term Income Fund - Series XXXV-I (1260
days) into UTI Corporate Bond Fund.

•    UTI Nifty SDL Plus AAA PSU Bond Apr 2026 75:25
Index Fund into UTI Floater Fund.

B.    Changes in Benchmarks

I n order to comply with SEBI guidelines on uniformity in
benchmarks, there was change in first tier benchmarks for
1 Active fund of fund scheme and 1 Interval Scheme.

C.    Benchmark Nomenclature Changes due to
Demerger

NIL

SHARE CAPITAL

The authorised share capital of the Company is '2,00,00,00,000
(comprising of 20,00,00,000 equity shares of face value of '10
each) as on 31^st March, 2026 and there was no change during
the FY 2025-26 therein.

As on 31^st March, 2026, the issued, subscribed and paid-up
equity share capital of the Company stood at '1,28,52,00,360
(comprising of 12,85,20,036 equity shares of the face value
of '10 each) as against '1,27,97,70,710 (comprising of
1 2,79,77,071 equity shares of the face value of '1 0 each) at
the end of the previous financial year. The increase in the paid-
up equity share capital is on account of allotment of 5,42,965
equity shares to the eligible employees who had exercised the
stock options during the FY 2025-26 under the 'UTI AMC

Employee Stock Option Scheme-2007' (the ESOP Scheme
2007).

The listed equity share capital of the Company as on 31^st March,
2026 was '1,28,52,00,360 (comprising of 12,85,20,036
equity shares of the face value of '10 each).

DIVIDEND

The Company has a Dividend Distribution Policy as per
Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the SEBI Listing Regulations). The same is
available on the Company's website athttps://www.utimf.com/
amcshareholders/code-and-policies.

The Board of Directors (the Board) of the Company has
recommended a final dividend of '40 per equity share (400%
of face value of '10 each) for the FY 2025-26.

The payout ratio of the final dividend would be 95% of the Profit
After Tax as compared to 94% of the previous year's payout
ratio.

The dividend shall be paid, subject to the approval of members
in the 23^rd Annual General Meeting (AGM / 23^rd AGM) of the
Company to be held on Tuesday, the 21^st July, 2026, to those
members:

(i)    whose name appears in the statement of beneficial owners
to be furnished by the Depositories in respect of the shares
held in dematerialised form as at the closure of business
hours on Tuesday, the 14^th July, 2026; and

(ii)    whose name appears as members in the Company's
register of members maintained by the Registrar to an issue
and Share Transfer Agent of the Company on Tuesday, the
14^th July, 2026.

In accordance with Section 91 of the Act, and Regulation 42 of
the SEBI Listing Regulations, the Company's register of members
and share transfer books will be closed from Wednesday, the
1 5^th July, 2026 to Tuesday, the 21^st July, 2026 (inclusive of both
dates). This closure is intended to determine the eligibility of
shareholders for the dividend, if declared, for the FY 2025¬
26. No interim dividend has been announced by the Company
during the FY 2025-26.

UNCLAIMED DIVIDEND

The details of the unclaimed dividend for the previous years are
as under (Company listed on 12^th October, 2020):

The unclaimed dividend is mainly on account of non-updation
of KYC details in demat accounts of the concerned members
and non-submission of dividend warrants by the concerned
members within prescribed timelines.

The details about the unclaimed and unpaid dividend amounts
are available on the Company's website athttps://www.utimf.
com/amc-shareholders/unclaimed-dividend.

TRANSFER TO RESERVES

During the FY 2025-26, no amount was transferred to the
general reserve of the Company.

CONSOLIDATED FINANCIAL
STATEMENTS

The Consolidated Financial Statements of the Company have
been prepared in accordance with Ind AS notified under Section
133 of the Act, read together with the Companies (Indian
Accounting Standards) Rules, 2015 (as amended) and forms
part of this Annual Report. In accordance with Section 136
of the Act, the audited standalone and consolidated financial
statements and related information of the Company are
available on Company's website at https://www.utimf.com/amc-
shareholders/financial-results. The audited financial statements
of each of its subsidiaries are available on Company's website
at    https://www.utimf.com/amcshareholders/subsidiaries-

financials. The Board of the Company reviewed the affairs of
subsidiary companies. Pursuant to the provisions of Section 1 29
(3) of the Act and the Companies (Accounts) Rules, 2014, the
salient features of the financial result of each of the subsidiary
companies are set out in the Form AOC-1, which forms part of
the Financial Statements section of this Annual Report.

BUSINESS DESCRIPTIONS /
PERFORMANCE OF SUBSIDIARIES

As on 31 ^st March, 2026, the Company has 4 (four) direct
subsidiaries and 4 (four) step-down subsidiaries. The business
descriptions and performance of subsidiaries are as under:

UTI International Limited:

UTI International Limited (UTI International) is a 100%
subsidiary of UTI AMC. It was incorporated as the Limited
Liability Company under the laws of Guernsey on 30^th January,
1996, pursuant to an Act of the Royal Court of the Guernsey
Island. UTI International operates from its head office in
Guernsey and its branch in London. UTI International has
four wholly owned subsidiaries - UTI Investment Management
Company (Mauritius) Limited (UTI Mauritius), UTI International
(Singapore) Private Limited (UTI Singapore), UTI International
(France) SAS (UTI France) and UTI Investments America Limited
(UTI America).

UTI International is dedicated to enabling global investors to
actively participate in India's growth story. By fostering strong
relationships with key stakeholders across strategically selected
markets, the Company is well-positioned to expand its global
footprint.

The principal activities of the International Group are the
management and marketing of the Mauritius, Cayman and
Ireland domiciled offshore funds setup by the erstwhile Unit
Trust of India or UTI AMC and its subsidiaries, marketing of the
domestic mutual fund schemes of UTI AMC in overseas markets
subject to local registration requirements and acting as Manager
/ Advisor to those entities investing in India through the Foreign
Portfolio Investor route. UTI Mauritius acts as an investment
manager to Shinsei UTI India Fund (Mauritius) Limited, the
UTI Rainbow Fund Limited and UTI Wealth Creator Fund, UTI
Singapore acts as investment manager to UTI India Dynamic
Equity Fund, UTI India Innovation Fund, UTI India Sovereign
Bond UCITS ETF, UTI Phoenix Fund SPC, UTI India Strategic
Opportunities Fund VCC, UTI India Strategic Opportunities
Fund II VCC, UTI Chronos Fund SPC and South African Rand
Money Market Fund. UTI Singapore also acts as sub-manager
to KB India Growth Equity Fund. UTI Singapore also provides
investor services to the UTI India Fund and the UTI India Future
Catalyst Fund Limited.

The consolidated total income of UTI International for FY 2025¬
26 was GBP 19,31,981 as compared to GBP 1,57,42,896
for the previous FY 2024-25 and consolidated net loss for FY
2025-26 was GBP 1,1 8,96,636 as compared to consolidated
net profit of GBP 14,07,262 in the previous FY 2024-25. As
of 31^st March, 2026, UTI International had total 15 funds with
total AUM of US$ 1.74 bn.

UTI Pension Fund Limited:

UTI Pension Fund Limited (UTI PFL) (formerly UTI Retirement
Solutions Limited), a Wholly Owned Subsidiary (WOS) was
incorporated on 14^th December, 2007 under the Companies
Act, 1 956, with the objective of managing pension assets within
the framework of the National Pension System (NPS) under the
regulatory framework of PFRDA. Commencing operations from
1^st April, 2008, UTI PFL manages the pension funds of Central
and State Government employees, as well as subscribers from
the private sector enrolled under the NPS.

NPS continues to gain traction as a transparent and cost-effective
retirement planning tool. While private sector participation
remains nascent, it presents significant growth potential. UTI
PFL is well-positioned to bridge this gap, supported by robust
technology infrastructure and a focus on seamless, customer
centric offerings tailored to evolving financial needs.

The UTI PFL is actively expanding its branch network across
India. This strategic approach lays a strong foundation for
sustained growth and long-term value creation.

UTI PFL has shown steady growth on all fronts i.e. Growth
in AUM, Growth in Revenue on account of Investment

Management Fees, Profitability i.e. Growth in Net Profit after
Tax & Net-worth of the Company. The Fund performance of
NPS Schemes managed by UTI PFL in the FY 2025-26 have
been remarkable.

The AUM has continuously grown at a rapid pace since its
inception. The UTI PFL's AUM has grown from '895 Crore in its
year of inception i.e. 2008-09 to '4,01,520 crore as on 31^st
March, 2026. During the FY 2025-26, the UTI PFL's AUM has
registered a growth of 1 1.79% from '3,59,180 crore as on
31^st March, 2025 to '4,01,520 crore as on 31^st March, 2026.

The AUM under Private Sector, for which marketing efforts were
taken, grew from '7,893 crore as on 31^st March, 2025 to
'1 1,499 crore as on 31^st March, 2026 - a growth of more than
46% (Previous Year 61.19%).

As on date, UTI PFL has 24.36% of the market share under
NPS. UTI PFL has a highly qualified and professional fund
management team to take care of the subscribers' retirement
funds. An equally strong in-house Research Department
supports the fund management team in their decision-making
process.

 

 

 

UTI PFL has registered itself as a Point of Presence (PoP) with the sole aim of marketing NPS. UTI PFL has obtained the PoP License
on 20^th April, 2022 from PFRDA. UTI PFL is currently fully operational from 32 locations across India for servicing its subscribers and
promoting sales.

Launched 4 new schemes under Multi Scheme Framework (MSF) based on circular issued by PFRDA on 16^th
September, 2025 i.e. UTIPFL Wealth Builder NPS Equity Scheme - Tier 1 and Tier 2, and UTIPF Dynamic Asset
Allocator NPS Scheme Tier 1 and Tier 2. The Company closed FY26 with 8,838 MSF accounts which contributed
71% of the overall yearly PRAN count.

UTI Alternatives Private Limited:

UTI Alternatives Private Limited (UTI APL) (formerly UTI Capital Private Limited), a Wholly Owned Subsidiary (WOS) was incorporated
on 1 3^th May, 201 1, under the Companies Act, 1 956. It is engaged in the business of managing alternate investment funds. Over
the past 9 (nine) years, the platform has demonstrated a robust ability to originate, underwrite, and manage private credit strategies
across various risk-return spectrums.

The total income of UTI APL was '41.98 crore for the FY 2025-26 as compared to '22.44 crore for the previous FY 2024-25. The
net profit was recorded at '5.35 crore for the FY 2025-26 as against '0.89 crore for the previous FY 2024-25.

UTI APL has following funds:

(i)    UTI Structured Debt Opportunities Fund III (SDOF III)
closed its first round in September 2022 and concluded its
final close by October 2024. The Fund has invested in 38
securities as of March 2026 and exited 1 3 of them. As of
March 2026, it has invested '9,441 million. The gross IRR
currently stands at 1 7.6%. This Fund continues the strategy
of the SDOF series, focusing on high-quality, structured
credit with close monitoring and proprietary deal sourcing.
The SDOF III is currently in its deployment phase, actively
managing and recycling capital.

(ii)    UTI Structured Debt Opportunities Fund IV (SDOF IV)
had its first close in October 2025 and is currently in the
fundraising stage. The Fund has received commitments
of '6,747 million and has invested in 10 securities with
'2,878 million deployed as of March 2026. The gross
IRR currently stands at 1 7.0%. The Fund has a target
size of '1 5,000 million and follows the same disciplined
investment approach as its predecessor funds, with a tenor
of 4 years from final close.

(iii)    UTI Multi Opportunity Fund I (MOF I) completed its first
close in March 2022 and had its final close in December
2024. The Fund has been highly active, investing in 66
securities, of which 24 have been exited. It has invested
'14,364 million. The gross IRR of the fund stands at an
impressive 21 .7% as of March 2026. MOF I represents
a multi-asset investment approach, capturing high-yield
opportunities in private credit and opportunistic equity.
The thesis of this fund lies in leveraging UTI Alternatives'
broad origination network to pursue risk-adjusted alpha
across a variety of deal structures and asset classes.

(iv)    UTI Real Estate Opportunities Fund I (ROF I) had its first
close in October 2023 and is currently in the fundraising
stage targeting a final close by October 2026. The Fund
has invested in 8 securities and completed 2 exits. It has
invested '905 million. The current gross IRR stands at
20.6% as of March 2026. The ROF I focuses on late-stage
residential real estate credit, particularly where approvals
are in place, sales velocity is demonstrated, and physical
progress is visible. The thesis revolves around structured
financing in credit-starved yet de-risked real estate
segments, delivering superior returns with moderate risk.

(v)    UTI Multi Opportunity Fund II (MOF II, formerly known
as UTI Asset Reconstruction Opportunities Fund I) has
completed its first close in August 2024 and is currently in
the fundraising stage. The Fund has received commitments
of '3,300 million and has invested in 6 securities with
'1,060 million deployed as of March 2026. The fund
aims to build a high-yield portfolio with gross portfolio IRR
in the range of 20-24% by investing in special situations
such as distressed credit, performing credit, and equity
and equity-linked strategies. The investment thesis focuses
on capturing high-absolute return opportunities through

robust due diligence, credit risk management, and asset-
backed structuring.

Across its platforms, UTI APL has completed total 58 full
exits with realized IRRs ranging from mid-teens to above
20%, underscoring the consistency and performance
orientation of the platform. The funds benefit from strong
sponsor commitment, including capital participation
by UTI AMC and performance-linked carried interest
among team members, ensuring alignment of interest with
investors. With proven origination capabilities, disciplined
execution, and transparent investor communication, UTI
APL continues to build itself as a high-quality platform for
debt-oriented alternative investments in India.

UTI APL provides the co-investment opportunities to the
investors already participating in any of its Alternative
Investment Funds (AIFs). Through this platform, investors
can take direct exposure alongside UTI-managed AIFs,
allowing them to build a customized portfolio aligned with
their specific investment objectives.

These co-investments are managed under the SEBI
(Portfolio Managers) Regulations, 2020. UTI APL
commenced offering the co-investment opportunities
in March 2023. As of March 2026, Total 12 Investors
are actively engaged, with a total Gross AUM of
'3,234 million, deployed across 31 securities. Of these,
three companies have been successfully exited. The Net
AUM (post principal repayments) stood at '2,314 million
as of 31^st March, 2026.

Further, UTI APL also obtained registration to act as
a Registered Fund Management Entity (Non-Retail)
from International Financial Services Centres Authority
(IFSCA) to manage funds domiciled at International
Financial Services Centre located at Gift City. UTI India
Opportunities (IFSC) Fund and UTI India Opportunities
(IFSC) Fund II are GIFT city feeder funds for MOF I and
SDOF IV respectively.

As on 31^st March, 2026, UTI India Opportunities (IFSC)
Fund and UTI India Opportunities (IFSC) Fund II have
raised commitment of USD 200 Million and USD 4.35
Million respectively. The launching of other scheme i.e. UTI
India Opportunities (IFSC) Fund III is underway. Further,
the Company' IFSC Branch has upgraded its license from
Non-retail Fund Management Entity (FME) to Retail FME
on 13^th April, 2026.

UTI Hart Financial and Investment Services Limited:

UTI Hart Financial and Investment Services Limited (UTI Hart)
(formerly UTI Venture Funds Management Company Private
Limited), a Wholly Owned Subsidiary (WOS) was incorporated
on 27^th March, 2001 under the Companies Act, 1956. The
principal business of UTI Hart is to carry on the business of
distribution of UTI Mutual Fund products and services through
digital or physical channels.

The gross income of UTI Hart was '0.06 crore for the
FY 2025-26 as against '0.06 crore in the previous FY 2024¬
25. It clocked a net loss of '0.06 crore for the FY 2025-26 as
against net loss of '0.06 crore for the previous FY 2024-25.

All subsidiaries continued to be the subsidiary of the
Company during the FY 2025-26.

The Audited financial statements of subsidiaries as on
31^st March, 2026 are available on the Company's website
athttps://www.utimf.com/amc-shareholders/subsidiaries-
financials.

The Company has a 'Policy for determining material
subsidiary' and as per Regulation 46 of the SEBI Listing
Regulations, the same is also available on the Company's
website athttps://www.utimf.com/amc-shareholders/code-
and-policies.

As on 31^st March, 2026, the Company has only 1 (one)
material subsidiary i.e. UTI International. The Company has
no unlisted Indian material subsidiary.

H PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS

The details of loans given, investments made, guarantees given
and securities provided, if any, covered under Section 1 86
of the Act are disclosed under Note No. 6, 7 and 8 of the
standalone financial statements for the FY 2025-26.

a CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY

During the FY 2025-26, transactions with related parties, as
defined under Section 2(76) of the Act, read with the Companies
(Specification of Definitions Details) Rules, 2014 and relevant
accounting standards were conducted in the ordinary course of
business and are at arm's length.

In compliance with the Act, the SEBI Listing Regulations, the Audit
Committee's Independent Directors have reviewed, approved
and ratified all related party transactions carried out during the
FY 2025-26. The Company did not enter into any contract,
arrangement or transaction with related parties that would be
deemed material under the 'Policy on Materiality of Related
Party Transactions and Dealing with Related Party Transactions',
the Act and the SEBI Listing Regulations. Therefore, disclosure
of related party transactions in Form AOC-2, as required under
Section 1 34(3)(h) and Section 188 of the Act, read with Rule
8(2) of the Companies (Accounts) Rules, 2014, is not required.

However, a detailed disclosure on related party transactions as
per Ind AS 24 inter-alia containing name of the related party
along with the relationship with the Company and details of the
transactions entered into with such related party are disclosed
in Note No. 31 of the standalone financial statements as on
31^st March, 2026.

In accordance with the provisions of Section 177 and Section
188 of the Act, read with rules made thereunder and Regulation
23 of the SEBI Listing Regulations, read with circulars and
notifications issued thereon, the Company has a 'Policy on
materiality of Related Party Transactions and dealing with Related
Party Transactions'. As per Regulation 46 of the SEBI Listing
Regulations, the Policy is available on the Company's website
athttps://www.utimf.com/amc-shareholders/code-and-policies.

Statutory Auditor -

M/s. B S R & Co. LLP Chartered Accountants (Firm Registration No. 101248W / W-100022), was appointed as Statutory Auditor
of the Company at the 18^th Annual General Meeting held on 28^th July, 2021 for a term of 5 years to hold the office from the
conclusion of 18^th AGM till the conclusion of 23^rd AGM of the Company.

The tenure of Statutory Auditor expires at the ensuing AGM. As per the recommendation of the Audit Committee and the Board
of Directors, M/s. B S R & Co. LLP Chartered Accountants, (Firm Registration No. 1 01248W/ W-1 00022) is proposed to be re¬
appointed for second term of 5 years as the Statutory Auditor of the Company, subject to approval of members at the ensuing
AGM.

M/s. B S R & Co. LLP has confirmed its eligibility under Section 139 and 141 of the Act and the rules framed thereunder for
appointment as Statutory Auditor of the Company. As required under the SEBI Listing Regulations, the Statutory Auditor has also
confirmed that it holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Report provided by the Statutory Auditor on the financial statements of the Company forms part of this Annual Report.

The Statutory Auditor's Report to the members for the FY 2025-26 does not contain any qualification, reservation, adverse remark,
disclaimer, modified opinion or observation of any nature. The comments given in the report of the Statutory Auditor read together
with Notes to Accounts are self-explanatory and hence, do not call for any further explanation or comments from management as
mandated under Section 134(f)(i) of the Act.

Secretarial Auditor -

In terms of Regulation 24A of the SEBI Listing Regulations read with SEBI notification dated 12^th December, 2024 and other
applicable provisions, Mr. Vishal N. Manseta, peer reviewed Company Secretary in Practice (FCS No. 14075, Certificate of
Practice No. 8981 and Peer Review Certificate No. 1584/2021) was appointed as the Secretarial Auditor of the Company, for a
period of 5 (five) consecutive years, from the conclusion of 22^nd (twenty second) AGM till the conclusion of 27^th (twenty seventh)
AGM of the Company.

The Secretarial Audit Report for the FY 2025-26 of the Company is set out as Annexure-I to this Directors' Report which forms
part of the Annual Report.

Pursuant to Regulation 24A of the SEBI Listing Regulations, the Secretarial Compliance Report for the financial year ended 31^st
March, 2026, in relation to compliance of all applicable SEBI Regulations / Circulars / Guidelines issued thereunder, is set out as
Annexure-I (A) to this Directors' Report which forms part of the Annual Report. The Secretarial Compliance Report has been
voluntarily disclosed as part of Annual Report as good governance practice followed by the Company.

The Secretarial Audit Report and / or Secretarial Compliance Report does not contain any qualification, reservation, adverse
remark or disclaimer. The Comments given in the report of the Secretarial Auditor are self-explanatory and hence, do not call for
any further explanation or comments from management as mandated under Section 134(f)(ii) of the Act.

There was no instance of any fraud committed in the Company by its officers or employees which is required to be reported to the
Audit Committee or the Board by the Statutory Auditor or Secretarial Auditor pursuant to Section 143(12) of the Act.

COST AUDITORS

Since the Company operates in the financial services sector, the requirement to maintain cost records as prescribed under Section
148(1) of the Act is not applicable to the Company.

f INTERNAL AUDITOR

The internal auditor of the Company is M/s. Aneja Associates (Firm Registration No. 100404W).

AUDITOR FOR THE SCHEME OF UTI MUTUAL FUND

The statutory auditor for schemes of UTI Mutual Fund is M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No.
301 003E / E300005) in accordance with the provisions of SEBI (Mutual Funds) Regulations read with circulars and notifications
issued thereunder.

f SECRETARIAL STANDARDS

The Company has duly complied with all applicable provisions of the Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) during the FY 2025-26.

f ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented adequate internal financial controls with reference to the financial statements of the Company.

The Company has adopted accounting policies which were in line with the accounting standards prescribed in the Act and the Ind
AS as prescribed under Section 133 of the Act and other relevant provisions of the Act, as amended from time to time. There was no
change in the accounting policies during the FY 2025-26.

The Statutory Auditor of the Company has reviewed the internal financial controls of the Company and confirmed that the Company
has, in all material respects, adequate internal financial controls with reference to the financial statements and such internal financial
controls were operating effectively as at 31^st March, 2026, based on the internal financial controls with reference to financial
statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on "Audit of Internal Financial Controls over Financial Reporting" issued by the Institute of Chartered Accountants of India.

The report on Internal Financial Control for the FY 2025-26 is attached as an annexure to the Statutory Audit report.

The accounting policies also ensure that uniform accounting treatment is followed by the Company and its subsidiaries. The accounts
of subsidiaries are audited by their respective Statutory Auditor for consolidation.

The Company utilizes SAP an Enterprise Resource Planning (ERP) platform, for maintaining its financial records. A significant portion
of accounting data is stored electronically, with regular backups ensuring data security and integrity. The ERP system is designed to
facilitate seamless integration of all financial transactions with the core accounting framework. To uphold accuracy and timeliness,
the Company has instituted stringent and automated protocols for updating master data, maintaining audit trails and managing other
key financial information within the system.

As part of its commitment to Environmental, Social and Governance (ESG) principles, the Company has adopted a paperless
approval workflow.

The Company, while preparing its financial statements, makes judgements and estimates based on sound accounting policies and
uses external agencies to verify / validate them as and when appropriate. The basis of such judgements and estimates were also
reviewed by the Statutory Auditor and the Audit Committee.

The Audit Committee and Board review the financial performance of the Company on quarterly basis.

^-¹

HUMAN RESOURCES

People & Culture: Strategic human resources (HR) initiatives and commitment for excellence for the FY 2025-26

The Company acknowledges that its people are central to its success. The Company believes that cultivating talent and strengthening
individual capabilities are essential to achieving operational excellence and ensuring long-term sustainability. The Company's focus
is on creating a workplace that recognizes individual contributions and provides meaningful opportunities for both professional and
personal development.

In the course of their duties, employees interact with a wide range of stakeholders, including clients, colleagues, distributors, and
investors, and are expected to conduct themselves always with respect, professionalism, and integrity. Adherence to the Company's
policies, Code of Conduct, and Ethical standards is of utmost importance, and any non-compliance is addressed through a structured
and impartial process.

The Company is committed to fostering a culture grounded in strong ethical values, transparency, and accountability. The employer-
employee relationship remains constructive, collaborative, and focused on continued growth and progress.

Enhanced emphasis on open communication, transparent leadership connect forums, and meaningful recognition practices
to reinforce trust, engagement, and a strong performance mindset across the organisation.

V _/

R5SS

The Company has adopted a more strategic and data-driven hiring approach across lateral and early-career talent pipelines
to attract critical skills, support business growth priorities, and further strengthen the Company's employer brand.

V _/

The Company has continued to evolve structured recruitment frameworks with a stronger focus on inclusive hiring practices,
fair evaluation processes, and workplace diversity to build balanced and high-performing teams.

k_/

P55SS

The Company has advanced the performance management framework by reinforcing differentiated rewards,
strengthening the "Pay for Performance" philosophy, and scaling targeted upskilling and reskilling initiatives to support
evolving role requirements.

k_2

Expanded holistic well-being initiatives, addressing physical, mental, and emotional health, supported by continuous
listening mechanisms such as pulse surveys, development conversations, engagement diagnostics.

k_/

At UTI AMC, its workforce represents a healthy balance of experience and fresh thinking, bringing together the insights of
seasoned professionals and the energy of emerging talent. This multigenerational composition continues to play a vital
role in preserving the Company's agility while remaining deeply anchored in its rich legacy of over six decades.

k_/

Through these initiatives, UTI AMC remains steadfast in its endeavour to build a progressive, engaged, and future-ready workforce
aligned with Company's strategic vision and values.

The Company strongly believes that sustained success in an increasingly dynamic financial services environment is closely linked to
Company's ongoing investment in people. Developing a resilient, future-ready workforce remains a cornerstone of the Company's
overall people strategy.

During FY 2025-26, the Company onboarded 258 new employees across various business and support functions to meet evolving
organizational needs. This addition of talent further underscores the Company's commitment to building a diverse, capable, and
forward-looking workforce.

Company's current talent base represents a healthy generational spread, fostering collaboration, innovation, and continuity across
all levels of the organization.

*Does not include 2 advisors

Cultural Ethos at UTI AMC

At UTI AMC, the organizational culture is deeply rooted in values that promote integrity, meritocracy, and mutual respect. The
following principles define the foundation of Company's cultural ethos:

In FY 2025-26, UTI AMC focused on enhancing employee capabilities and strengthening organizational growth through a
structured and business-aligned learning approach. During the year, 45 learning programs were conducted, covering nearly 581.9
learning hours. Key initiatives included organization-wide compliance trainings, behavioural development programs, role-specific
domain training sessions, leadership development initiatives, and structured induction journeys for new joiners. These programs
were delivered through a blend of digital learning and interactive classroom sessions, reflecting the Company's commitment to

building a future-ready, agile, and continuously learning workforce.

Key highlights for FY 2025-26

Customized learning programs were delivered across investment, sales, IT, operations, and digital functions to address role-
specific capability requirements and enhance functional excellence.

V _/

Mandatory training sessions covering POSH, Diversity, Equity & Inclusion (DE&I), Anti-Money Laundering (AML), Code of
Ethics, Information Security, ESG, and the Whistleblower Policy were conducted to reinforce strong ethical practices and
ensure regulatory compliance across the organization.

V _/

Aligned with the Company's digital transformation agenda, employees were equipped with essential skills to effectively
adopt and leverage cloud-based platforms and digital tools, driving operational efficiency and innovation.

V _/

Structured onboarding programs, supported by mentoring and regular knowledge-sharing forums, facilitated smooth
integration of new hires while ensuring alignment with organizational values, culture, and performance expectations.
v_y

Regular assessments and feedback mechanisms were implemented to identify skill gaps and enable targeted learning
interventions, contributing to improved performance and productivity.
v_/

Focused development initiatives and talent calibration exercises were undertaken to identify and prepare successors for leadership
and other business-critical positions, ensuring continuity, leadership readiness, and long-term organizational strength.

V_/

Collectively, these learning and development initiatives continue to enhance employee engagement, build future readiness, and
support sustained excellence across the UTI AMC ecosystem.

Conviction -

At UTI AMC, conviction forms an integral part of people philosophy. UTI AMC strongly believes that every employee brings unique
strengths, perspectives, and capabilities that contribute meaningfully to the Company's success. This belief drives the commitment
to create an inclusive, empowering, and growth-focused work environment.

During FY 2025-26, this conviction was reflected in well-articulated policies, focused initiatives, and people-centric programs aimed
at supporting employee well-being, professional growth, and a sense of belonging. Through continuous learning opportunities,
structured feedback mechanisms, and inclusive engagement practices, the Company remains committed to recognizing and
unlocking the potential of its workforce.

Empowered Capabilities -

Empowerment lies at the core of UTI AMC's approach to human capital development. In FY 2025-26, the Company reinforced
its focus on strengthening workforce capability by providing employees with the skills, resources, and support required to thrive in
an increasingly dynamic business landscape.

A range of initiatives including focused upskilling interventions, exposure to cross-functional roles, adoption of digital tools, and
an embedded learning mindset enable employees to actively shape their own development journeys. This is complemented by
structured talent support mechanisms such as periodic capability assessments, mentoring, and clearly defined career pathways.

By enabling individuals to perform with confidence and adaptability, UTI AMC strengthens collective resilience and organizational
agility, positioning itself to respond effectively to evolving business demands.

United Commitment -

Throughout FY 2025-26, the Company continued to play a key role in strengthening the connection with employees by harmonizing
individual career ambitions with the Company's strategic objectives. This was supported by nurturing a work environment built on
mutual trust, responsibility, and a shared sense of direction.

Through sustained dialogue, systematic consideration of employee feedback, and reinforcement of collaborative and transparent
practices, the Company contributed significantly to enhancing engagement across the workforce. This collective commitment has
supported stronger retention levels, elevated employee morale, and fostered a highly motivated team dedicated to driving the
Company's long-term success.

 

H PREVENTION OF SEXUAL

HARASSMENT AT WORKPLACE

The Company is firmly committed to maintaining a workplace
that is safe, dignified, and inclusive for all employees, especially
for women. In compliance with the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 201 3, the Company has established a robust Prevention of
Sexual Harassment (POSH) framework. POSH policy is designed
to prevent and address instances of sexual harassment while
also incorporating provisions to safeguard against frivolous or
malicious complaints, thereby ensuring fairness and objectivity
in its implementation.

In accordance with statutory requirements, Internal Committee
(IC) has been constituted. The Committee is authorized to
receive, examine, and resolve complaints through a transparent,
confidential, and time-bound process, ensuring impartiality and
adherence to due process at every stage.

Key highlights for FY 2025-26

No complaint of sexual harassment was received or remained
pending during the year. Mandatory POSH training was
conducted across the organisation, ensuring 100% employee
participation. Awareness and sensitisation programs were held
at regular intervals to reinforce the principles of dignity, respect,
and zero tolerance for harassment. The details of complaint are
as under:

¦ DIRECTORS AND KEY

MANAGERIAL PERSONNEL

DIRECTORS

Composition of Board

As on 31 ^st March, 2026, the Board comprises of 9 (nine)
Directors, consisting of 6 (six) Non-Executive Independent
Directors [including 3 (three) Non-Executive Independent
Women Directors], 2 (two) Non-Executive Nominee Directors
and 1 (one) Executive Director (Managing Director). The
Chairperson of the Company is a Non-Executive Independent
Director.

Appointment & Resignation

The Board had appointed Mr. Atul Dhawan (DIN: 07373372),
Ms. P V. Bharathi (DIN: 06519925), Ms. Vishakha RM (DIN:
07108012) and Mr. Philip Mathew (DIN: 09638394) as
Additional Directors (Non-Executive Independent Category)
of the Company w.e.f 30^th October, 2025. Further, the Board
had appointed Ms. Linsley Carruth (DIN: 11347011) as an
Additional Director (Non-Executive Nominee Category) of the
Company w.e.f 30^th October, 2025.

Subsequently, the members, in the 9^th Extra-Ordinary General
Meeting held on 25^th November, 2025 approved the
appointment of Mr. Atul Dhawan (DIN: 07373372), Ms. P. V.
Bharathi (DIN: 06519925), Ms. Vishakha RM (DIN: 071 08012)
and Mr. Philip Mathew (DIN: 09638394) as Non-Executive
Independent Director, not liable to retire by rotation and Ms.
Linsley Carruth (DIN: 11347011) as Non-Executive Nominee
Director, liable to retire by rotation.

The appointment of Mr. Vetri Subramaniam (DIN: 1 1 106784)
as Managing Director & Chief Executive Officer of the Company
w.e.f. 1^st February, 2026 was approved by the members at the
8^th Extra-Ordinary General Meeting held on 30^th September,
2025.

The Board of Directors has unanimously selected Mr.
Deepak Kumar Chatterjee (DIN: 03379600), Non-Executive
Independent Director as Chairperson w.e.f. 28^th November,
2025 in succession of Mr. Dinesh Kumar Mehrotra (DIN:
00142711).

Mr. Srivatsa Desikamani (DIN: 10193489) has resigned from
the position of Non-Executive Nominee Director of the Company
w.e.f. closure of business hours on 1 5^th September, 2025 due to
end of his association with T. Rowe Price International Ltd.

Mr. Flemming Madsen (DIN: 02904543) has resigned from the
position of Non-Executive Nominee Director of the Company
w.e.f. closure of business hours on 31^st December, 2025 due to
end of his association with T. Rowe Price International Ltd.

Mr. Imtaiyazur Rahman (DIN: 01818725) relinquished the
position of Managing Director & Chief Executive Officer of the
Company w.e.f. closure of business hours on 31^st January, 2026.

Cessation

Mr. Dinesh Kumar Mehrotra (DIN: 00142711) and Mr.
Narasimhan Seshadri (DIN: 03486485) completed their tenure
as Non-Executive Independent Director of the Company on
27^th November, 2025.

Retirement by Rotation

Pursuant to Section 152 of the Act, Mr. Santosh Kumar
(DIN: 10166739) will retire by rotation and being eligible,
offers himself for re-appointment at the 23^rd AGM of the
Company. A detailed profile and other related information
along with necessary resolutions at the 23^rd AGM as required
under Secretarial Standard (SS-2) on General Meetings and
Regulation 36 of the SEBI Listing Regulations, are provided in
the Notice of the 23^rd AGM.

Disclosure of Disqualification of Directors

All the Directors of the Company have confirmed that they
are not disqualified from being appointed or re-appointed
as Directors pursuant to Section 164 of the Act. Further, a
certificate confirming that none of the Directors on the Board
has been debarred or disqualified from being appointed /
re-appointed or continuing as a Director of the Company by the
SEBI, the MCA, or any other statutory or regulatory authority,
is annexed to the Corporate Governance Report, which forms
part of this Annual Report.

Key Managerial Personnel

As on 31^st March, 2026, the Company has following 3 (three)
Key Managerial Personnel (KMP) as defined in Section 2(51)
and in compliance with Section 203 of the Act:

(i)    Mr. Vetri Subramaniam, Managing Director & Chief
Executive Officer;

(ii)    Mr. Vinay Lakhotia, Chief Financial Officer; and

(iii)    Mr. Arvind Patkar, Company Secretary & Compliance
Officer.

During the FY 2025-26, Mr. Imtaiyazur Rahman (DIN:
01818725) relinquished the position of Managing Director
& Chief Executive Officer of the Company w.e.f. closure of
business hours on 31^st January, 2026.

f DECLARATION OF INDEPENDENCE

The Non-Executive Independent Directors of the Company
have submitted declaration of independence, pursuant to
Section 149 of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations, stating that they have met the criteria of
independence as provided therein.

The Board is of the opinion that all the Non-Executive
Independent Directors are persons of integrity, have relevant
expertise, experience and fulfil the conditions specified under
the Act and the SEBI Listing Regulations and are independent of
the management.

All Non-Executive Independent Directors of the Company
are registered in the databank of Independent Directors in
compliance with the provisions of Section 1 50 of the Act and
Rule 6 of Companies (Appointment and Qualifications of
Directors) Rules, 2014.

The Non-Executive Independent Directors have also complied
with the provisions of Rule 6(4) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014 relating to online
proficiency self-assessment test.

As per Regulation 46 of the SEBI Listing Regulations, the terms
and conditions formulated by the Company for appointment
of Non-Executive Independent Directors is available on
the Company's website athttps://www.utimf.com/amc-
shareholders/code-and-policies.

Further, at the time of the appointment of a Non-Executive
Independent Director, the Company issues a formal letter of
appointment outlining his / her role and responsibilities. The
format of the letter of appointment is available on the Company's
website at https://www.utimf.com/amc-shareholders/codeand-
policies.

List of key Board skills / Expertise / Competencies is available in
Corporate Governance Report which forms part of this Annual
Report.

FAMILIARISATION PROGRAMME
FOR NON-EXECUTIVE
INDEPENDENT DIRECTORS

The Company conducts familiarisation programmes to
ensure that Directors remain well-acquainted with their roles,
responsibilities, rights, and obligations under the Act and other
applicable laws, while also offering them a deeper understanding
of the industry landscape, the Company's business activities,
and its financial and operational performance.

As per Regulation 46 of the SEBI Listing Regulations, the policy
for familiarisation of Independent Directors and details of
familiarisation programme are available on the Company's
website athttps://www.utimf.com/amcshareholders/code-and-
policies.

Up NUMBER OF BOARD MEETINGS

1 7 Board meetings were conducted during the FY 2025-26
on 29^th April, 2025; 6^th May, 2025; 2^nd June, 2025; 10^th June,
2025; 30^th June, 2025; 7^th July, 2025; 11^th July, 2025; 24^th
July, 2025; 2^nd September, 2025; 3^rd September, 2025; 23^rd
September, 2025; 9^th October, 2025; 1 8^th October, 2025; 25^th
November, 2025; 21^st January, 2026; 27^th February, 2026 and
20^th March, 2026.

In addition to the above, one joint meeting of Board of UTI
AMC and UTI Trustee Company Private Limited (Trustee of UTI
Mutual Fund) was held on 29^th April, 2025, in compliance with
the SEBI (Mutual Funds) Regulations.

In compliance with the provisions of the Act read with the rules
and circulars issued thereunder, the SEBI Listing Regulations
and Secretarial Standard (SS-1 on Meetings of Board of
Directors) issued by Institute of Company Secretaries of India,
the maximum interval between any two meetings of the Board
did not exceed 120 days.

The composition of the Board and its Committees, along with
details of the meetings held during the FY 2025-26 and the
attendance of the Directors, are disclosed in the Corporate
Governance Report, which forms part of this Annual Report.

 

 

 

¦ CORPORATE SOCIAL
RESPONSIBILITY

In today's evolving business landscape, corporations are
increasingly being evaluated not merely on the financial
returns they generate for their shareholders, but also on the
broader value they create — for society, communities, and the
environment at large. UTI AMC has always recognised this
wider responsibility and remains steadfast in its commitment
to it. The Company accords the highest importance to its
Corporate Social Responsibility ("CSR") initiatives and is firmly
committed to conducting its business in an economically,
socially, and environmentally sustainable manner, while
continuously recognising and safeguarding the interests of all
its stakeholders.

The Company is committed to ensuring that its business
operations are conducted in accordance with the most rigorous
ethical, professional, and legal standards. It acknowledges that
its activities have both direct and indirect impact on society and
accordingly strives to integrate its core business values and
operations in a transparent and responsible manner — reflecting
its unwavering commitment to sustainable development and to
meeting the legitimate expectations of all its stakeholders.

In compliance with the requirements of the Act and the
Companies (Corporate Social Responsibility Policy) Rules,
2014 ("CSR Rules"), read with the circulars and notifications
issued thereunder, the Company has in place a well-defined
'Corporate Social Responsibility Policy', which, inter-alia, lays
down the roles and responsibilities of the Board of Directors with
respect to CSR, and the manner of implementation, oversight,
and monitoring of CSR activities undertaken by the Company.

The Company has a Board-level Corporate Social Responsibility
& ESG Committee. The details of its composition, terms of
reference, number of meetings held, and attendance thereat,
have been disclosed in the Corporate Governance Report
which forms part of this Annual Report.

Pursuant to the CSR Rules, the Chief Financial Officer of the
Company has certified that the funds, disbursed as per the
Annual Action Plan for FY 2025-26, have been utilised for
the purpose and in the manner as approved / modified by
the Corporate Social Responsibility & ESG Committee and the
Board of Directors.

As per Regulation 46 of the SEBI Listing Regulations, the Policy
is available on the Company's website athttps ://www.utimf.
com/amc-shareholders/code-and-policies.

The Annual Report on the Company's CSR activities for
FY 2025-26 is annexed as Annexure II to this Directors'
Report.

RISK MANAGEMENT

The Company has a robust enterprise-wide risk management
framework.

The Risk Management Committee and Board periodically
review the Company's risk management policies, procedures
and processes which include the delegation of investment
and financial responsibilities, the establishment of prudential
investment norms, the approval & dissemination of guidelines
and restrictions, as well as the establishment of counter-party
limits. The Committee reviews the performance of funds
against the relevant benchmark. The implementation of Risk
Management Framework, in line with regulatory requirements
has also been validated independently by an external agency
for the FY 2025-26.

Effective risk management is critical to the operation of the
Company's business. The Company has adopted various
policies and procedures to manage the risks applicable to its
business operations, inter-alia, Investment risk, Liquidity risk,
Operational risk, Cyber Risk, Market risk, Credit risk and
Regulatory risk.

^-¹

DATA PROTECTION AND

CYBERSECURITY

The Company recognises that in an increasingly digitised
financial services landscape, the protection of investor data
and the resilience of digital infrastructure are fundamental to
fiduciary responsibility. During the FY 2025-26, the Company
has made substantial progress in strengthening its cybersecurity
posture, data protection framework, and operational resilience,
as detailed below:

(i) Governance Maturity & Global Benchmarking

Company's security governance has been elevated to a
maturity-centric model during the FY 2025-26, ensuring
that the Company's defence framework is simultaneously
aligned with global best practices and fully responsive to
local regulatory expectations.

a) ISO 27001:2022 Certification: During the
FY 2025-26, the Company successfully transitioned
and got certified its Information Security Management
System (ISMS) to the ISO 27001 :2022 standard.
The control environment has been comprehensively
optimised across all four prescribed themes —
Organisational, People, Physical, and Technological
— positioning the Company to address the
contemporary threat landscape with confidence.

b)    Cybersecurity Capability Index Growth:

As part of the ongoing commitment to continuous
improvement, a measurable enhancement in
Company's Cybersecurity Capability Index
(CCI), reflecting the effectiveness of the Board-
approved governance investments made in
strengthening the Company's cyber controls. The
Company continues to strive for higher benchmarks in
cybersecurity resilience, proactively identifying areas
of enhancement and ensuring that the controls evolve
in line with the ever-changing threat landscape.

c)    Regulatory Leadership: The Company has
fully integrated the SEBI Cybersecurity and Cyber
Resilience Framework (CSCRF), thereby maintaining
a proactive compliance posture well within the
regulatory timelines.

(ii) Strategic Cloud Transformation & Infrastructure
Security

During FY 2025-26, the Company successfully executed
a secure digital transformation programme, migrating
mission-critical business functions to hardened, cloud-
native environments without any security incident or service
disruption.

a)    Secure Cloud Migration: In February 2026,

the Company successfully migrated the entire
Tableau application suite from legacy on-premises
infrastructure to a secure Salesforce Cloud
environment, thereby enhancing data availability,
scalability, and the security posture of analytics
workloads supporting business decision-making.

b)    Zero-Trust Architecture: The enterprise-wide
deployment of Zero Trust Network Access (ZTNA)
and Virtual Desktop Infrastructure (VDI) has fully
replaced traditional perimeter-based security with
a robust "never trust, always verify" identity-centric
architecture, significantly reducing the attack surface
and enabling a secure hybrid working environment
for employees.

c)    Advanced Endpoint & Data Governance:

The Company has successfully integrated the EDR
on both Endpoints & Servers and Cloud-Native DLP
solutions into the new infrastructure. This unified
defensive fabric provides seamless threat detection
and prevents unauthorized data exfiltration across
both on-premises and cloud-native workloads

(iii) Proven Operational Resilience & Ransomware
Defence

The Company has placed strong emphasis on operational
resilience, recognising that uninterrupted service delivery to
investors is a non-negotiable obligation. The Company's
"Always-On" philosophy has been rigorously validated
through real-world testing during the FY 2025-26.

a) Live Disaster Recovery Validation: In March
2026, the Company executed a 48-hour live Disaster
Recovery drill, achieving 100% fail-over capability
across all critical systems and conclusively validating
the resilience of the underlying infrastructure during
a simulated total outage — a level of preparedness
that few institutions in the industry have demonstrated
at this scale.

 

b)    Ransomware Resilience:    Through the

implementation of Immutable Back-ups, the
Company has engineered a fail-safe data recovery
layer that protects critical investor information against
encryption-based attacks, thereby assuring the
recoverability in worst-case ransomware scenarios.

c)    Independent Threat Validation: Bi-annual
Red-Teaming exercises conducted by external
specialists provide the Company with continuous,
adversarial assurance of the Company's detection
and response capabilities, ensuring that defences are
tested against real-world adversarial tactics.

d)    Cyber Insurance: As part of a holistic resilience
strategy, the Company maintains a comprehensive
Cyber Liability Insurance policy. This acts as a final
layer of financial protection, covering incident
response costs, legal liabilities, and business
interruption, thereby safeguarding the Company
against residual cyber risks.

(iv) Human-Centric Security & Stakeholder Trust

The Company acknowledges that technology controls
alone are insufficient and that the "human firewall"
remains a critical line of defence. The Company has,
therefore, invested significantly in cultivating an enterprise¬
wide culture of security awareness.

a) Empowered Security Culture: Continuous
sensitisation initiatives including phishing simulations,
automated red teaming, and real-time threat
intelligence dissemination. These have measurably
enhanced employee vigilance and embedded
security as a shared organisational responsibility
rather than the remit of the IT function alone.

BOARD EVALUATION

Pursuant to Section 1 78 of the Act and Regulation 1 7 of the SEBI Listing Regulations, the Company has formulated a 'Policy for
Evaluation of Performance of the Board of Directors'. This Policy seeks to define the process and lay down the criteria for assessing
the performance of the Board as a whole, its Committees, and each individual Director, with the broader objective of strengthening
and enhancing the overall effectiveness of the Board. As per Regulation 46 of the SEBI Listing Regulations, the policy is available on
the Company's website athttps://www.utimf.com/amcshareholders/code-and-policies.

The Company had engaged an external agency to assist in performance evaluation exercise of the Board, its Committees and
Individual directors for the FY 2025-26. The performance evaluation was conducted in line with the provisions of the Evaluation Policy,
the Act, the SEBI Listing Regulations and Guidance Note on Board Evaluation dated 5^th January, 2017 issued by SEBI.

The details on evaluation of performance of Board, its Committees and Individual Directors are disclosed in the Corporate Governance
Report forming part of this Annual Report.

EMPLOYEE STOCK OPTION SCHEME

The Company has an Employee Stock Option Scheme, namely 'UTI AMC Employee Stock Option Scheme-2007' (ESOP Scheme).
The objective of ESOP Scheme is to reward employees, to align individual performance with Company's objectives, create a culture
of ownership among the executives and employees to enhance their commitment to the organisation, to collaborate, attract and retain
key talent critical to organisation's success.

Further, as authorised by the shareholders in its Annual General Meeting held on 28^th July, 2021 and in line with the extant regulations
i.e. the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and UTI AMC
Employee Stock Option Scheme - 2007 (ESOP Scheme), the Board has, in its meeting held on 25^th November, 2025 approved the
updation in the following clause in the ESOP Scheme:

The details of ESOP Scheme are as under:

The details of stock options granted during the last three financial years to the employees of the Company and few employees of the
subsidiaries are as under:

The details of stock options granted to KMPs as on 31^st March, 2026 under the ESOP Scheme are as under:

The details of any other employee who received a grant of options in any one year of option amounting to five percent or more of
options granted during that year are mentioned below:

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Although the Company's core business of fund management is neither energy-intensive in nature nor significantly reliant on advanced
technology, it nevertheless remains deeply committed to the conservation of energy. The Company has proactively implemented
energy-saving measures wherever feasible, depicting its dedication to responsible and sustainable business practices.

Recognising the significance of energy efficiency and conservation as key sustainability imperatives, the Company has highlighted its
initiatives in this regard within its Business Responsibility and Sustainability Report, which forms part of this Annual Report.

ip^ FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo are mentioned below:

 

 

 

The Company has spent foreign exchange for payment towards professional fees and foreign business tours.

ANNUAL RETURN

Pursuant to Section 1 34(3)(a) and Section 92(3) of the Act, along with related circulars, the Company's Annual Return for FY 2025-26
is accessible on the Company's website athttps://www.utimf.com/amc-shareholders/annual-reports.

|||^ MANAGEMENT DISCUSSION AND ANALYSIS SECTION

The Management Discussion and Analysis Report of the Company for FY 2025-26 forms part of this Annual Report, in compliance
with the requirements of the Act and Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations.

f CORPORATE GOVERNANCE

The Company is a professionally managed Asset Management Company, led by a highly capable Board comprising members with
expertise across varied disciplines, and supported by a competent and experienced management team. The Company remains firmly
committed to conducting its operations within a sound, robust, and compliance-driven governance framework.

In compliance with the SEBI Listing Regulations, a separate section titled 'Corporate Governance Report' has been included in this
Annual Report.

The Company has obtained a certificate from a Practicing Company Secretary, certifying that the Company has complied with the
mandatory requirements as stipulated under the SEBI Listing Regulations and his certificate is attached to the Corporate Governance
Report which forms part of this Annual Report.

The Company has adopted the following practices, as part of its commitment to responsible Corporate Governance:

[Alignment of Secretarial Practices of Subsidiary Companies with UTI AMC: Ensuring uniformity,
consistency, and strict compliance in secretarial procedures and processes across all subsidiary companies,
in alignment with the standards followed by UTI AMC.

-1

Overview of Risk Management of Subsidiary Companies: Implementing proactive and robust
strategies to identify, assess, and mitigate risks within the operations of subsidiary companies, as well as
at an overall Group level, thereby ensuring resilience and stability across the Group.

^-1

Stakeholder Engagement: Fostering transparent, timely, and meaningful communication with all
stakeholders, with a view to building enduring relationships based on trust, accountability, and mutual
respect.

^-1

E    Investor Grievances Mechanism: Establishing and maintaining a responsive and efficient mechanism

to promptly address and effectively resolve investor concerns, grievances, and queries, ensuring a
seamless and satisfactory experience for all investors.

-1

E Adoption of Best Corporate Policies at Group Level: Promoting the consistent identification,
adoption, and implementation of best-in-class governance policies and practices across the Group,
thereby upholding the highest standards of corporate conduct at all levels.
-1

ESG INITIATIVES AND PROGRESS OF THE COMPANY

At UTI AMC, the integration of Environmental, Social, and Governance ('ESG') principles into business operations is a strategic
imperative — not a compliance obligation. As a trusted asset management institution with a legacy spanning more than six decades,
the Company recognises that the same principles of governance, accountability, and sustainable conduct that it advocates in its
investee companies (through UTI MF schemes) must be equally reflected in how it manages its own operations and discharges its
institutional responsibilities.

As stakeholder expectations rise and environmental and social risks intensify, Company's proactive integration of ESG principles
positions the Company to deliver resilient performance, foster inclusive growth, and uphold sound governance. Over the past year,
the Company has continued to advance its ESG journey by embedding it deeper into Company's business strategy and operational
framework, aligning with emerging regulatory expectations, global standards, and the evolving priorities of Company's stakeholders.

Since FY 2021-22, the Company has reported ESG progress through Annual Sustainability Report and, in compliance with SEBI
Regulations, through the Business Responsibility and Sustainability Report ('BRSR'), aligned with the National Guidelines for
Responsible Business Conduct ('NGRBC'). In FY 2023-24, the Company improved its ESG disclosures by conducting a Double
Materiality Assessment across the UTI Group. Building on this, an ESG Risk Analysis spanning 12 departments and 35 material risks
was completed in FY 2025-26, with findings integrated into the Company's business risk register and mitigation plans established for
each identified risk.

Responsible Investment Policy:

UTI AMC has adopted a Responsible Investment Policy (For UTI MF Schemes), which serves as the strategic framework for systematically
incorporating material ESG factors across the investment lifecycle — from initial screening and due diligence through ongoing
monitoring and active stewardship engagement with investee companies.

As a committed signatory to the United Nations Principles for Responsible Investment ('UN PRI') since 2020, and to Climate Action
100+ since November 2023, the Company aligns its investment practices with globally recognised standards of transparency,
accountability, and responsible stewardship. The Company's due diligence has been strengthened through a partnership with SES ESG
for independent ESG scores and thematic research for domestic portfolios, complemented by Sustainalytics for offshore investments.
The Company's ESG integration framework encompasses detailed evaluation of climate-related and social risks, including carbon
intensity, water availability, hazardous waste management, biodiversity loss, access to clean technology, workplace safety, diversity
metrics, and financial inclusion.

(i)    Environmental stewardship is guided by the Company's Climate Action Policy, aligned with India's Nationally
Determined Contributions and the Paris Agreement's goal of limiting global temperature rise to 1 .5°C above pre¬
industrial levels.

(ii)    S ince 2022, the corporate headquarters (UTI Tower) and one UFC have been operating on 100% renewable energy,
further expanding to 12 additional UFCs/branch offices/sites in FY 2025-26, bringing total renewable energy
consumption to 45% of overall energy consumption.

(iii)    Energy efficiency measures — including LED retrofits, power factor correction, and HVAC optimisations.

(iv)    Responsible material sourcing through procurement of furniture and furnishings under recognised green certification
standards including AFRDI Green Tick and LEED.

(v)    Advanced water and waste management, including Sewage Treatment Plant (STP) reuse, composting, recycling, and
responsible e-waste disposal through government-authorised vendors.

(vi)    Continued digitalisation of processes to reduce paper consumption, and provision of EV charging stations at the
corporate office.

V_/

 

POSTAL BALLOT

No resolution was passed through Postal Ballot during FY 2025¬
26. Further, no resolution is proposed to be passed as special
resolution through Postal Ballot as on the date of this Report.

J WEBSITE DISCLOSURES

In compliance with Regulation 46 of the SEBI Listing Regulations,
the Company maintains a functioning website where necessary
information / disclosures / intimations etc. are disclosed from
time to time. The link to the statutory disclosures under the
said regulation ishttps://www.utimf.com/amc-shareholders/
disclosures-under-regulation-46-ofthe-lodr.

The Company had conducted a quarterly due diligence
of compliance of the website disclosures from a Practicing
Company Secretary on voluntary basis, and the same is
presented to the Board.

J DIGITAL INITIATIVES:

UTI AMC - A Year of Digital First Initiatives

In FY 2025-26, UTI AMC undertook bold innovation, digital
transformation, and investor-centric initiatives with aim to drive
superior customer experience and increasing Digital Business.

Digital Initiatives of the Company gone live:

(i)    I mplemented Salesforce Marketing Automation (first AMC
in India) for segmented and Targeted communication to
Investors & MFDs and for boosting personalization

(ii)    Agentic AI-powered Contact Centre - VAANI for inbound
calls (first AMC in India). Automated 59% of calls with
Average Handle Time (AHT) of 3.5 minutes (earlier 7
minutes)

(iii)    I n-app WhatsApp payments via CAMS Pay (first AMC in
India)- Investors can transact, enquire, service, and live
chat via WhatsApp.

(iv)    Google Pmax led campaigns on Google and non-Google
properties (first AMC to publish a case study with Google
for Pmax)- 234% revenue increase, 33% transaction
increase and 31% decrease in Cost Per Transaction (CPT)

(v)    Established UTI AMC presence on ONDC as a new
business channel and scale business and - onboarded
more than 20 partners

(vi)    Joint Business Partnership with Google for precision
led targeting of MF investors- Targeting 15 Cr. non-MF
Investors and 5 Cr. non-UTI Investors.

(vii)    Launched UTI Wealth 360° - Early adopters of Account
Aggregator Ecosystem on Website & Mobile App for one
view of Account, MF, Stocks, NPS, Insurance etc.

(viii)    Became second most followed AMC in India on social
media- grown from 6.4 lakh to 29 lakh followers as of
March 2026

(ix)    I mplemented enterprise-wide data strategy - for Sales,
KPIs, insights and Analytics- 95% Adoption achieved

(x)    Trademarked and launched "SIPizen" as a property to
promote SIP investing across mediums.

H INFORMATION TECHNOLOGY
INITIATIVES

Resilient Hybrid cloud Architecture

UTI AMC's technology landscape is now more agile, scalable,
and equipped to handle evolving business demands. With the
hybrid cloud in place, the Company can seamlessly integrate
workloads, optimize resources, and maintain enhanced security
standards—all while ensuring flexibility for future growth.

Furthermore, the Company's new platform delivers enhanced
security and compliance by enabling unified monitoring and
automated threat detection, helping the Company safeguard
sensitive data more effectively. The improved disaster recovery
and high availability features ensure business continuity.

In addition, the hybrid cloud's cost optimization capabilities
allow the Company to dynamically allocate resources, reducing
waste and enabling more efficient budget management. The
Company can now innovate faster, with self-service provisioning
and rapid deployment of applications, reducing time-to-market
for new solutions.

Elevating Information Security to a new standard of
excellence:

a)    Enhanced Threat Detection: Ability to detect
sophisticated and multi-stage cyberattacks that traditional
tools may miss.

b)    Faster Response Time: Significant reduction in Mean
Time to Detect (MTTD) and Mean Time to Respond (MTTR)
through automation.

c)    Improved Risk Visibility: Risk-based prioritization of
incidents using behavioral analytics, enabling focus on
high-impact threats.

d)    Operational Efficiency: Reduction in manual effort
for the IT / Security teams, improving productivity and
consistency in response.

e)    Regulatory Compliance: Strengthened audit readiness
and alignment with regulatory expectations (including
financial sector guidelines).

Expected Outcome

This enhanced Information security architecture will transition
UTI AMC's security operations into more resilient, intelligence-
driven model, enabling real-time risk monitoring and faster
containment of threats.

Optimized technology resource utilization

While the Company gives precedence to technology excellence
framework and solutions, the Company also keeps cost
optimization as a key attribute:

(i)    12-month duration 'Hybrid Cloud' project controlled and
orchestrated by in-house team.

(ii)    Strategic decision to adopt Tableau cloud - Initial
deployment of Tableau was in Amazon Web Service (AWS).
Post assessment of cost of the servers and resources, taken
decision to move to Tableau cloud solution, which saved
recurring cost.

(iii)    Network optimization - Assessment of network usage
across branches and corporate office, accordingly,
performed usage optimization saved recurring cost.

|H||~MARKETING INITIATIVES

Investor Education Campaigns

Women Campaign

UTI launched 'Women Campaign' to encourage and empower
women to take charge of their own investments & financial
decisions by gaining the right knowledge. A total of 3 films were
produced showcasing women across different professions. The
film's core thought is to remind women that they are experts in
their profession and investing is no different. The film was aired
on television for a duration of 1 month across 15 channels with
a reach of 6 million. A total of 29 insertions were executed in 8
regional languages with a reach of 1 3.36 million. The campaign
was extended across 6 Metro cities on Outdoor medium covering

around 72 sites with a reach of 1 1 .84 million. On-ground
activation also took place in 6 Metro cities covering 2 Corporate
Parks per city for 2 days. The campaign was continued to be
promoted on social media channels. On-ground activation was
also conducted across 6 metro cities in corporate parks for 2
days witnessing a good response and footfall.

SIPizen Campaign

An Investor Education campaign aimed at building a strong,
long-term property for Systematic Investment Plan (SIP) that can
be used for onboarding new SIP investors into Mutual Funds.
The thought behind the campaign was to have engaging
content for both prospective and existing investors, highlighting
various habits of SIP investors and allaying their fears on
volatility. A total of 5 Films i.e. Manifesto film + 4 Short films
were produced. The campaign was launched in 2 Phases.

CNBC Awaaz UDAAN Campaign

A flagship education and investor awareness initiative in
partnership with CNBC Awaaz. It was a pan-India program to
empower students for life and investments after college. In a
first-of-its-kind initiative, UDAAN aimed to create impact at the
grassroots level by educating the youth about the importance of
financial planning and preparing them for real-life challenges.
UDAAN was held at a mix of metro and non-metro cities having
list of premier colleges like IIMs, IITs, FMS etc. Spanning across
1 0 cities, 1 8 colleges - a total of 3256 students attended the
sessions. Each event had 3 segments - corporate grooming,
financial awareness and mental wellness. A live telecast of
the events was done on CNBC YouTube channel. Post event,
each event made into 22 minutes episode and played on
CNBC Awaaz. Financial awareness session also converted into
3 minutes segment and played on CNBC Awaaz. A total of
18 episodes and 18 segments telecast on Television channel
alongwith Social media promotions.

SEBI MITRA & KYC Campaign

A significant number of investors in mutual funds have dormant
or unclaimed investments due to various reasons such as
outdated contact information, incomplete KYC, forgotten folios,
or lack of awareness about the status of their investments, to
address this problem, UTI Mutual Fund initiated an investor
education campaign to create awareness of available tools like
KYC (Know Your Customer) & SEBI Mitra Portal to trace and
claim forgotten mutual fund investments. Following was the
construct of this campaign:

(i)    Print Media: Two rounds of print advertisements
in leading national and regional publications - 32
publications, Ads in 12 Languages, 102 Inserts.

(ii)    Digital Media: Two digital videos creating awareness
about MITRA Platform & KYC to trace and track dormant
investments on social media.

(iii)    On-ground Activation: 10 on-ground events at
housing societies with an aim to reach target audience at
their doorsteps.

Product Communication

In FY 2025-26, the Company created the following Product

related campaigns & communication:

(i)    18 Product Campaigns (Main Creative, emailer, Social
Media Posts)

(ii)    UTI Large and Mid Cap Fund Performance and Philosophy
based campaign

(iii)    1 NFO with Co-branding support

(iv)    UTI Smart Beta Funds Website and content (Main Creative,
emailer, Social Media Posts)

(v)    Long explainer videos & short marketing videos for 1 0 key
funds in 11 vernaculars

Brand

(i)    Union Budget 2025-26 campaign (Social media posts,
Budget document and mailers) more than 20 moment
marketing posts.

(ii)    Participated in Moneycontrol Fidex - a distributor
platform. Engaged with distributors on the Company's
stall. Conducted a photo booth activity and digital screen
for UTI buddy live demo. Few distributors also empanelled
on the spot.

(iii)    Participated in India Today conclave - One of most
premier events in the country. Negotiated with deliverables
like speaker slot and event branding. The Company
created Special diaries and bookmarks for the event.
Ensured on-ground visibility for logo presence, Audio
Visual Backdrop, delegate kit. Post event coverage in
India Today magazine for session of Mr. Anurag Mittal,
Head of Fixed Income. The session received 23k views
online on India Today YouTube channel.

HerMoney - Regional Webinar Series

(i)    Conceptualised and launched a multi-region investor
education initiative focused on women-centric financial
empowerment, covering 8 regional webinar series across
key markets.

(ii)    Positioned UTI Mutual Fund as a thought leader in inclusive
investing, fostering meaningful engagement with women
investors through regionally contextualised discussions.
The initiative reinforced brand credibility while advancing
the agenda of financial inclusion and awareness among
an underserved segment.

Inside the Fund Manager Mindset

(i)    Conceptualised and launched a distinctive content
property aimed at humanising UTI MF's investment
leadership through caricature-led storytelling.

(ii)    Translated complex investment philosophies into simple,
relatable, and byte-sized narratives, significantly improving
digital engagement and content consumption across
social media platforms. This initiative strengthened investor
connect and differentiated UTI MF's communication
approach in a cluttered category.

Media-led On-Ground Investor Awareness Programs
(IAPs) - Dainik Bhaskar Partnership

(i)    Executed a large-scale, media-integrated investor
education initiative in partnership with Dainik Bhaskar,
spanning 22 on-ground events across key regions.

(ii)    Achieved a direct outreach to over 3,200 participants,
successfully driving 101 e-KYC completions, thereby
converting awareness into actionable investor readiness.
The initiative effectively bridged the gap between education
and onboarding, strengthening UTI MF's grassroots
presence and contributing to expanding the mutual fund
investor base in emerging markets.

YOUnited 2025 (5 Partners' Meet Events)

The YOUnited - Partner Meets 2025 initiative emerged as one
of the most significant and large-scale marketing engagements
undertaken by UTI AMC, successfully bringing together over
2,000 distributors and business partners across regional, zonal,
and national platforms. The events were hosted at venues
in Karjat (West), Jaipur (North), Kolkata (East), Bengaluru
(South) and culminated in a grand National Partner Meet in
Mumbai, reflecting the scale and stature of the initiative. With
participation ranging from ~150 partners at regional meets
to ~500 at the zonal conference and ~800 at the national
meet, the program delivered a powerful platform for strategic
communication, relationship building, and brand reinforcement.
The thoughtfully curated agenda, high-impact presentations,
engaging panel discussions, and immersive experiences,
such as the UTI Tower visit, created a lasting impression on
partners. The events were widely appreciated for their seamless
execution, and meaningful interactions, with partners. Overall,
the initiative, not only strengthened engagement across the
partner ecosystem, but also significantly enhanced UTI Mutual
Fund's brand recall, positioning it firmly as a top-of-mind and
preferred partner in the industry.

India Immersion Summit (November 2025)

"India Immersion Summit" was held from 1 7^th to 1 9^th November,
2025 for the guests of UTI International.

The conference featured a series of insightful and knowledge-
driven sessions designed to provide delegates with valuable
perspectives on industry trends and business strategies. These
sessions facilitated meaningful discussions, encouraged
knowledge sharing, and created opportunities for delegates to
engage with leadership and subject matter experts.

To enhance the overall experience and make the event more
meaningful for the delegates, a visit to the Corporate Office
was thoughtfully organized. During the visit, delegates attended
a series of insightful sessions conducted by members of the
Fund Management team, along with an address by the CEO
of UTI Alternatives, who shared valuable perspectives on the
organization's strategic direction and investment outlook. The
visit also included a guided office tour, providing delegates to
a comprehensive understanding of the Company's operations,
culture, and the collaborative environment that drives
Company's success.

The summit created a strong and lasting impression among
international partners, reinforcing trust, enhancing credibility,
and positioning UTI AMC as a forward-looking, professionally
driven, and globally competitive asset management institution,
thereby significantly elevating brand perception and recall
among its international stakeholders.

Xcelerate Sales Meet 2026

UTI Sales Meet 2026 was a 3-day flagship annual gathering
that brought together teams from across regions to align on
business priorities, celebrate achievements, and strengthen
collaboration for the year ahead. The event featured leadership
addresses, knowledge-sharing sessions, and insightful speaker
engagements from industry experts across FMCG, Pharma,
and Distribution, offering diverse perspectives on market trends
and growth opportunities. Alongside business discussions, the
meet included employee engagement activities and recognition
moments, making it a well-rounded platform to inspire teams,
reinforce organizational goals, and build a strong sense of
unity and purpose moving into the new financial year. A special
highlight of Xcelerate Sales Meet 2026 was the visit to UTI
Tower, which offered outside mumbai employees an opportunity
to connect with the organization's legacy and witness the
institution's journey and values firsthand.

Xcelerate Sales Meet 2026 delivered a strong organizational
impact by aligning Sales team across regions on shared business
priorities and strategic goals for the year ahead. The diverse
perspectives from industry experts, combined with leadership
insights, enhanced market understanding and equipped the
team with actionable ideas for growth. The event fostered
deeper collaboration, boosted employee motivation through
recognition and engagement initiatives, and strengthened a
unified sense of purpose.

AI integration in communication

To bridge the gap between complex financial insights and a
diverse investor base, the Company launched an industry-
first AI-dubbed vernacular initiative with the launch of the
monthly Factsheet in Hindi. The Company is also translating
fund manager communications into 8 regional languages—
Hindi, Gujarati, Marathi, Bengali, Tamil, Telugu, Kannada,
and Malayalam— to provide localized expert market views for
a pan-India audience. Since November 2025, the Company
has successfully deployed 224 vernacular videos, making
sophisticated investment strategies accessible to all. The
Company has developed AI - Avatar for key spokespersons to
create instant video communications on topical themes.

Other Tactical Opportunities

(i) Participated as Report Insight Partner for Global Fintech
Fest 2025, world's largest annual conference on Fintech
and related sectors. The event was attended by more than
1,00,000 participants from over 100 countries.

(ii)    Associated in Morningstar Investment Conference India
2025, which was attended by more than 2,500 delegates
from Indian financial ecosystem.

(iii)    Participated in Mutual Fund Conclave 3.0 by Bombay
Chamber of Commerce & Industry, which was attended by
more than 350 participants from mutual fund industry.

(iv)    Participated in AMR Rashtriya 2026 - India's Premier
Personal Finance Summit. The event was attended by
India's leading Mutual Fund Distributors (MFDs), RIAs,
CFPs, and Wealth Managers for knowledge sharing,
networking, and professional development.

(v)    Participated in IFA Galaxy's 15^th Annual Summit. The
event was attended by more than 700 financial advisors &
MFDs.

(vi)    Participated in ASPIRE - an annual flagship event
organized by Associations of Registered Independent
Advisors of India (ARIA). The event was attended by more
than 400 RIAs.

Key Corporate Communication Initiatives 2025-26

(i)    A total of 2,281 media coverages, with strong
visibility across print, online, Television and
YouTube: UTI AMC spokespeople provided valuable
market insights, reinforcing the brand's leadership in the
investment space.

(ii)    Print & Online Interactions: Concluded 97 interviews
and authored articles (Print + Online) in leading financial
media including The Economic Times, Business Standard,
Mint, The Hindu Business Line, The Financial Express,
Moneycontrol, ET Markets.

(iii)    Industry Story Participations: Shared valuable
insights in 112 industry stories across media like Reuters,
The Economic Times, Business Standard, Mint, The Hindu
Business Line, The Financial Express, Moneycontrol, The
Times of India, Cafemutual, The Week etc.

(iv)    Television & YouTube Interactions: Conducted 54
TV interviews across CNBC TV18, ET Now, NDTV Profit,
CNA, CNBC Awaaz, ET NOW Swadesh and CNBC Bajar,
featuring key spokespersons like: Mr. Vetri Subramaniam
(MD & CEO), Mr. Ajay Tyagi (Head - Equity), Mr. Anurag
Mittal (Head - Fixed Income), Mr. V Srivatsa (Executive
Vice President - Equity), Mr. Sachin Trivedi (Senior Vice
President - Equity) etc.

(v)    Additionally, featured on multiple top podcasts such as:

-    Mr. Vetri Subramaniam in Konversation with Kushal,
Mutual Funds with Groww.

-    Mr. Ajay Tyagi in Finance with Sharan

-    Mr. V Srivatsa in Paisa Vaisa

-    Mr. Karthikraj Lakshmanan in Paisa Vaisa

(vi)    Authored Article Contributions: Bi - Monthly
contributions in Moneycontrol by Mr. Anurag Mittal, Head
of Fixed Income and Mr. Pankaj Pathak, Fund Manager-
Fixed Income sharing their outlook on the debt & bond
market.

Also collaborated with various regional publications such
as Prajavani, Divya Bhaskar, Dainik Navjyoti, Prabhat, etc.

(vii)    Regional & Fund Review Coverage: A total of 480
fund reviews garnered across publications like Business
Standard, Mint, The Hindu Business Line, The Financial
Express, Divya Gujarat, The Echo of India, Info India,
Kerala Pranam, etc.

(viii)    Mr. Anurag Mittal, Head of Fixed Income participated in
panel discussions across all the MPC announcements and
also shared his authored articles on repo rate movements,
rate cuts, and the outlook for fixed income markets.

(ix)    During the India Immersion Summit 2025, successfully
concluded exclusive interviews with: Mr. Praveen Jagwani,
CEO, UTI International with CNBC TV18 Prime, Business
Standard, The Hindu Business Line, and The Financial
Express. Mr. Rohit Gulati, CEO & Whole Time Director,
UTI APL interview with Moneycontrol Relationship Building.

Through a well-planned engagement with both national and
regional media, UTI AMC has strengthened its position as a
thought leader in the mutual fund space, offering investors
valuable insights on market trends, asset allocation, and
investment strategies.

f OTHER DISCLOSURES

In terms of the applicable provisions of the Act and the SEBI
Listing Regulations, the Company additionally discloses that
during the FY 2025-26:

(i)    t he Company has not accepted any deposit under Section
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014;

(ii) t here was no change in the nature of business of the
Company;

(iii)    t here was no revision in the financial statements or
Directors' Report of the Company;

(iv)    t here was no material change and commitment affecting
the financial position of the Company between the end of
the FY 2025-26 and the date of this report;

(v) t here was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future;

(vi)    t he Company has not issued any shares with differential
voting rights;

(vii)    the Company has not issued any sweat equity shares;

(viii)    t he Company has not bought back its shares, pursuant
to the provisions of Section 68 of the Act and rules made
thereunder;

(ix)    no application has been made under the Insolvency and
Bankruptcy Code and hence, the requirement to disclose
the details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 201 6 during
the year along with their status as at the end of the financial
year is not applicable;

(x)    t he Company has not made any one-time settlement with
the Banks or Financial Institutions;

(xi)    t he Company has not failed to implement any corporate
action;

(xii)    the Company's securities were not suspended from
trading; and

(xiii)    t he Company has duly complied with the provision of the
Maternity Benefit Act, during the FY 2025-26.

H DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirements under Section 134(3)(c) and
Section 134(5) of the Act, with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the FY 2025¬
26, the applicable accounting standards were followed
along with proper explanation relating to material
departures, if any;

(ii) t he accounting policies were selected and applied
consistently, judgments and estimates were made so that
they 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 year i.e. 31^st March, 2026 and of the profit and loss
of the Company for that period;

(iii) proper and sufficient care was taken 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) t he annual accounts were prepared on a going concern
basis;

(v) proper internal financial controls were in place and that
such financial controls were adequate and were operating
effectively; and

(vi) systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

ACKNOWLEDGEMENT

The Board places on record its sincere appreciation for the steadfast commitment and diligent efforts of the employees and support
staff across the Company and its subsidiaries, whose dedications have been integral to the Company's continued progress.

The Board also expresses its gratitude for the valuable guidance, co-operation, and continued support extended by its stakeholders,
including the Securities and Exchange Board of India, the Reserve Bank of India, the Pension Fund Regulatory and Development
Authority, NPS Trust, the Ministry of Corporate Affairs, the Registrar of Companies, the Association of Mutual Funds in India, UTI
Trustee Company Private Limited, National Securities Depository Limited, Central Depository Services (India) Limited, National Stock
Exchange of India Limited, BSE Limited, all the auditors, and the Company's sponsors and members.

The Board further acknowledges and thank the investors of UTI MF schemes, auditors, custodians, registrar to an issue and share
transfer agent, bankers, distributors, and all other service providers for their consistent and invaluable support to the Company.

For and on behalf of the Board of Directors of

UTI Asset Management Company Limited

Sd/-

Date: 18^th June, 2026    Deepak Kumar Chatterjee

Place: Mumbai    Chairperson

(DIN: 03379600)

OVERVIEW OF OPERATIONS OF THE GROUP

The Company attributes its growth in Assets Under Management (AUM) to its proven history of product innovation, reliability and
steady investment performance. An overview of the group's operations is as under:

We are pleased to present the Directors' Report of UTI
Asset Management Company Limited (the Company
/ UTI AMC) along with the audited standalone and
consolidated financial statements for the financial
year ended 31^st March, 2025.

FINANCIAL PERFORMANCE

The Company's financial statements were prepared in compliance with Section 129 and 133 of the Companies Act, 2013 (the Act)
and the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs. The table below outlines the Company's
financial performance for the financial year ended 31^st March, 2025, in comparison with the previous financial year:

SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2024-25

UTI AMC has launched 7 schemes during the FY 2024-25 under equity and index categories. The total AUM collected during
the NFO periods for these schemes was ~ '1,900 crore. The total AUM of these schemes has grown to ~ '2,376 crore as on
31^st March, 2025.

The Company believes that every investor's journey is unique and their investment choices should reflect their individual goals, risk
appetite and time horizon. As a part of Company's continued commitment to innovation and investor-centric solutions, the Company
launched 'UTI Quant Fund' in the thematic category under the actively managed strategies. UTI Quant Fund is an active factor-based
strategy that blends predictive modelling & factor analysis with our investment research expertise & capabilities.

In the passively managed strategies, the Company has further strengthened the basket of innovative offerings by launching 6 index
funds (3 smart beta, 2 thematic and 1 market cap-based index funds) during the FY 2024-25.

The list of the schemes launched during the FY 2024-25 are as under:

CHANGES IN FUNDAMENTAL
ATTRIBUTES OF SCHEMES

(i)    Changes in Fundamental Attributes

During the FY 2024-25, there were two instances of change
in the fundamental attributes of schemes managed by
UTI AMC. These changes were undertaken in compliance
with the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1 996, (SEBI Mutual Funds Regulations)
and in line with SEBI guidelines. The details are as follows:

a)    Modification of Scholarship Option
Provisions

Change in provisions of Scholarship Option of
UTI Children's Hybrid Fund (formerly known as
UTI Children's Career Fund - Savings Plan) and
UTI Children's Equity Fund (formerly known as UTI
Children's Career Fund - Investment Plan).

b)    Scheme Mergers - The following schemes
were merged

-    UTI Quarterly Interval Fund - I, II and III into UTI
Liquid Fund; and

-    UTI Annual Interval Fund - II into UTI Annual
Interval Fund - I.

(ii)    Change in Scheme Name

The name of 6 schemes were changed to align with their
respective category classifications, as per SEBI guidelines.

(iii)    Changes in Benchmarks

I n order to comply with SEBI guidelines on uniformity in
benchmarks, change in first tier benchmarks for 1 open
ended debt scheme and 3 interval schemes were done.

(iv)    Benchmark Nomenclature Changes due to
Demerger

Pursuant to the demerger of BSE Limited and SPDJ
Singapore Pte. Ltd., the nomenclature of first-tier
benchmark was updated for 9 schemes.

X* tv    o    X

SHARE CAPITAL

'---'

The authorised share capital of the Company is
'2,00,00,00,000 (comprising of 20,00,00,000 equity shares
of face value of '1 0 each) as on 31^st March, 2025 and there
was no change during the FY 2024-25 therein.

As on 31^st March, 2025, the issued, subscribed and paid-up
equity share capital of the Company stood at '1,27,97,70,710

(comprising of 12,79,77,071 equity shares of the face value
of '1 0 each) as against '1 ,27,25,61 ,740 (comprising of
1 2,72,56,1 74 equity shares of the face value of '1 0 each) at
the end of the previous FY. The increase in the paid-up equity
share capital is on account of allotment of 7,20,897 equity
shares to the eligible employees who had exercised the stock
options during the FY 2024-25 under the 'UTI AMC Employee
Stock Option Scheme-2007' (the ESOP Scheme 2007).

The listed equity share capital of the Company as on 31^st March,
2025 is '1,27,97,70,710 (comprising of 12,79,77,071 equity
shares of the face value of '10 each).

-    o    X

DIVIDEND

'--J

The Company has adopted a Dividend Distribution Policy as per
Regulation 43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (the SEBI Listing Regulations). The same is annexed as
Annexure-I    to    this Directors' Report    and    is    also    available

on    the    Company's    website    at https://www.utimf.com/amc-

shareholders/code-and-policies.

The Board of Directors (the Board) of the Company has
recommended a normal dividend of '26 per equity share
(260% of face value of '10 each) and a special dividend of
'22 per equity share (220% of face value of '1 0 each), taking
overall dividend to '48 per equity share (480% of face value of
'10 each) for the FY 2024-25.

The payout ratio of the final dividend would be 94% of the Profit
After Tax as compared to 99% of the previous year's payout
ratio.

The dividend shall be paid, subject to the approval of members
at the 22^nd Annual General Meeting (AGM) of the Company
to be held on Thursday, the 31^st July, 2025, to those members:

(i)    whose name appears in the statement of beneficial owners
to be furnished by the Depositories in respect of the shares
held in dematerialised form as at the closure of business
hours on Thursday, the 24^th July, 2025; and

(ii)    whose name appears as members in the Company's
register of members maintained by the Registrar and Share
Transfer agent of the Company on Thursday, the 24^th July,
2025.

In accordance with Section 91 of the Act, and Regulation 42
of the SEBI Listing Regulations, the Company's register of
members and share transfer books will be closed from Friday,
25^th July, 2025 to Thursday, 31^st July, 2025 (inclusive of both
dates). This closure is intended to determine the eligibility of
shareholders for the dividend, if declared, for the FY 2024-25.
It is also noted that no interim dividend has been announced by
the Company for the said FY.

UNCLAIMED DIVIDEND

V_J

The details of the unclaimed dividend as on 31^st March, 2025
are as under:

The unclaimed dividend is mainly on account of non-updation
of KYC details in demat accounts of the concerned members
and non-submission of dividend warrants by the concerned
members within prescribed timelines.

The details about the unclaimed and unpaid dividend amounts
are available on the Company's website at https://www.utimf.
com/amc-shareholders/unclaimed-dividend.

o    x

TRANSFER TO RESERVES

V __'

During the FY 2024-25, no amount was transferred to the
general reserve of the Company.

o    x

CONSOLIDATED FINANCIAL
STATEMENTS

V _J

The Consolidated Financial Statements of the Company have
been prepared in accordance with Ind AS notified under
Section 1 33 of the Act, read together with the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) and
forms part of this Annual Report. In accordance with Section
136 of the Act, the audited standalone and consolidated
financial statements and related information of the Company
are available on Company's website at https://www.utimf.
com/amc-shareholders/financial-results and the audited
financial statements of each of its subsidiaries are available
on Company's website at https://www.utimf.com/amc-
shareholders/subsidiaries-financials.

The Board of the Company reviewed the affairs of subsidiary
companies. Pursuant to the provisions of Section 1 29 (3) of
the Act and the Companies (Accounts) Rules, 2014, the
salient features of the financial result of each of the subsidiary
companies are set out in the Form AOC-1, which forms part of
the Financial Statements section of this Annual Report.

BUSINESS DESCRIPTIONS /
PERFORMANCE OF SUBSIDIARIES

'--J

As on 31 ^st March, 2025, the Company has 4 (four) direct
subsidiaries and 4 (four) step-down subsidiaries. The business
descriptions and performance of subsidiaries are as under:

UTI International Limited:

UTI International Limited (UTI International) a 100% subsidiary
of UTI AMC, was incorporated as the Limited Liability Company
under the laws of Guernsey on 30^th January, 1 996, pursuant to an
Act of the Royal Court of the Guernsey Island. UTI International
operates from its head office in Guernsey and its branch in
London. UTI International has four wholly owned subsidiaries -
UTI Investment Management Company (Mauritius) Limited (UTI
Mauritius), UTI International (Singapore) Private Limited (UTI
Singapore), UTI International (France) SAS (UTI France) and UTI
Investments America Limited (UTI America).

UTI International is dedicated to enabling global investors to
actively participate in India's growth story. By fostering strong
relationships with key stakeholders across strategically selected
markets, the company is well-positioned to expand its global
footprint. Backed by a solid team of committed and diverse
professionals from around the world, UTI International aims to
contribute approximately '1 00 Crore annually to its parent, UTI
AMC, by the year 2030, reinforcing its role as a significant
driver of international business.

The principal activities of the International Group are the
management and marketing of the Mauritius, Cayman and
Ireland domiciled offshore funds setup by the erstwhile Unit
Trust of India or UTI AMC and its subsidiaries, marketing of
the domestic mutual fund schemes of UTI AMC in overseas
markets subject to local registration requirements and acting as
Manager / Advisor to those entities investing in India through
the Foreign Portfolio Investor route. UTI Mauritius acts as an
investment manager to Shinsei UTI India Fund (Mauritius)
Limited, the UTI Rainbow Fund Limited and UTI Wealth Creator
Fund 4. UTI Singapore acts as investment manager to UTI
India Dynamic Equity Fund, UTI India Balanced Fund, UTI
India Innovation Fund, UTI India Sovereign Bond UCITS ETF,
UTI Phoenix Fund SPC, Indian Credit Opportunities Fund Pte.
Ltd, UTI India Strategic Opportunities Fund VCC, UTI India
Strategic Opportunities Fund II VCC, UTI Chronos Fund SPC,
South African Rand Money Market Fund and the UTI Spectrum
Fund Limited. UTI Singapore also acts as sub-manager to KB
India Growth Equity Fund. UTI Singapore also provides investor
services to the UTI India Fund and the UTI India Pharma Fund.
The consolidated total income of UTI International for FY 2024¬
25 was GBP 1,57,42,896 as compared to GBP 2,28,76,902
for the previous FY 2023-24 and consolidated net profit for
FY 2024-25 was GBP 1 4,07,262 as compared to consolidated
net profit of GBP 1,00,86,580 in the previous FY 2023-24.

As of 31^st March, 2025, UTI International had total 25 funds
with total AUM of US$ 2.96 bn.

UTI Pension Fund Limited:

UTI Pension Fund Limited (UTI PFL) (formerly UTI Retirement
Solutions Limited) was established on 14^th December, 2007
under the Companies Act, 1956, with the objective of
managing pension assets within the framework of the National
Pension System (NPS). Commencing operations from 1^st April,
2008, UTI PFL oversees the pension funds of Central and State
Government employees, as well as subscribers from the private
sector enrolled under the NPS.

Authorised by the Pension Fund Regulatory and Development
Authority (PFRDA), UTI PFL manages retirement assets for
central and state government employees as well as private
sector subscribers. With a Point of Presence (POP) license, the
company offers end-to-end retirement solutions.

NPS continues to gain traction as a transparent and cost-effective
retirement planning tool. While private sector participation
remains nascent, it presents significant growth potential. UTI
PFL is well-positioned to bridge this gap, supported by robust
technology infrastructure and a focus on seamless, customer¬
centric offerings tailored to evolving financial needs.

The UTI PFL is actively expanding its branch network across
India. This strategic approach lays a strong foundation for
sustained growth and long-term value creation.

UTI PFL has shown steady growth on all fronts i.e. Growth
in AUM, Growth in Revenue on account of Investment
Management Fees, Profitability i.e. Growth in Net Profit after
Tax & Net-worth of the Company. The Fund performance of
NPS Schemes managed by UTI PFL in the FY 2024-25 have
been remarkable.

Growth in AUM:

The AUM have continuously grown at a rapid pace since its
inception. The UTI PFL's AUM has grown from '895 Crore in
its year of inception i.e. 2008-09 to '3,59,180 crore as on
31^st March, 2025. During the FY 2024-25, the UTI PFL's AUM
has registered a growth of 1 8.67% from '3,02,677 crore as on
31^st March, 2024 to '3,59,180 crore as on 31^st March, 2025.
The AUM under Private Sector, for which marketing efforts were
taken, grew from '4,744 crore as on 31 ^st March, 2024 to
'7,647 crore as on 31^st March, 2025 - a growth of more than
61 .1 9% (Previous Year 31 .63%). These figures are exclusive of
Max Life Pension Fund Management Limited's assets which was
transferred on 18^th April, 2025 to UTI PFL.

As on date, UTI PFL has 24.86% of the market share under
NPS. UTI PFL has a highly qualified and professional fund
management team to take care of the investors' retirement
funds. An equally strong in-house Research Department
supports the fund management team in their decision-making
process.

 

 

 

 

UTI PFL has registered itself as a Point of Presence (PoP) with the sole aim of marketing NPS. UTI PFL has obtained the PoP License on
20^th April, 2022 from PFRDA.

UTI PFL is currently fully operational from 21 locations across India for servicing its subscribers and promoting sales and aims to
expand to atleast 40 locations by end of FY 2025-26.

Other notable achievements of UTI PFL during the FY 2024-25

(PFRDA has decided to transfer all the scheme assets managed by Max Life Pension Fund Management Limited (Max
Life PF) on their surrender of PFM license to UTI PFL. The decision of PFRDA was based on the commendable fund
performance of UTI PFL. The assets were transferred on 18^th April, 2025.

Management of funds under the default pattern of "Unified Pension Scheme (UPS)" and "Unified Pension Scheme - Pool
Corpus" have been entrusted to UTI PFL, SBI Pension Fund Limited & LIC Pension Fund Limited by PFRDA.

During the FY 2024-25, UTI PFL has crossed the net-worth of '200 crore. The Net-worth as on 31^st March, 2025 stands
at '244.38 Crore.

UTI PFL has declared dividend of '44 crore ('20/- per share).

UTI Alternatives Private Limited:

UTI Alternatives Private Limited (UTI APL) (formerly UTI Capital
Private Limited) was incorporated on 13^th May, 2011, under
the Companies Act, 1956. It is engaged in the business of
managing alternate investment funds.

The total income of UTI APL was '22.44 crore for the
FY 2024-25 as compared to '22.96 crore for the previous
FY 2023-24. The net profit was recorded at '0.89 crore
for the FY 2024-25 as against '4.28 crore for the previous
FY 2023-24.

UTI APL has following funds:

(i)    UTI Structured Debt Opportunities Fund I (UTI SDOF
I), has liquidated all its Assets / Liabilities during the
FY 2024-25 and the fund has returned ~1 23% of the
total funds raised from investors in the form of capital,
interest and capital gains.

(ii)    UTI Structured Debt Opportunities Fund II (UTI SDOF II),
a '518 crore private credit fund, which had a final close
on 31^st May, 2022. During the year ended 31^st March,
2025, UTI APL has started repaying the capital to it's
investors and has returned ~80% of the funds in the form
of Capital, interest & capital gains.

(iii)    UTI Structured Debt Opportunities Fund III (UTI SDOF
III), a '615 crore private credit fund, which had a Final
close on 30^th October, 2024. As on 31^st March, 2025,
amount drawn down from investors was '527 crore
and outstanding investments aggregating '489 crore in
fourteen portfolio companies.

(iv)    UTI Multi Opportunities Fund I (UTI MOF I), a '1,598 crore
fund, which had a final close on 31^st December, 2024. As
on 31^st March, 2025, amount drawn down from investors
was '617 crore and outstanding investments aggregating
'608 crore in twenty three portfolio companies.

(v)    UTI Real Estate Opportunities Fund I (UTI ROF I), a '145
crore fund, which had a first close on 1 7^th October,
2023. As on 31^st March, 2025, amount drawn down
from investors was '33 crore and outstanding investments
aggregating '31 crore in three portfolio companies.

(vi)    UTI Credit Opportunities Fund I (UTI COF I), a '21 crore
fund, which had a first close on 29^th August, 2024. As
on 31^st March, 2025, amount drawn down from investors
was '21 crore and outstanding investments aggregating
'19 crore in eleven portfolio companies.

UTI Hart Financial and Investment Services Limited:

UTI Hart Financial and Investment Services Limited (UTI Hart)
(formerly UTI Venture Funds Management Company Private
Limited) was incorporated on 27^th March, 2001 under the
Companies Act, 1956. The principle business of UTI Hart is
to carry on the business of distribution of UTI Mutual Fund
products and services through digital or physical channels.

The gross income of UTI Hart was '0.06 crore for the
FY 2024-25 as against '0.37 crore in the previous FY 2023-24.

It clocked a net loss of '0.06 crore for the FY 2024-25 as
against net profit of '0.18 crore for the previous FY 2023-24.
As a good corporate governance practice and in order to
ensure effective monitoring of operations & performance of
subsidiaries, atleast one Independent Director of UTI AMC has
been appointed as director on Board of UTI International and
UTI APL.

All subsidiaries continued to be the subsidiary of the Company
during the FY 2024-25.

The Audited financial statements of subsidiaries as on
31^st March, 2025 are forming part of the Annual Report, and
the same is also available on the Company's website at https://
www.utimf.com/amc-shareholders/subsidiaries-financials.

The Company has a 'Policy for determining material subsidiary'
and as per Regulation 46 of the SEBI Listing Regulations, the
same is also available on the Company's website at https://
www.utimf.com/amc-shareholders/code-and-policies.

As on 31^st March, 2025, the Company has only 1 (one)
material subsidiary which is UTI International. The Company
has no unlisted Indian material subsidiary.

_Q    .

PARTICULARS OF LOANS,
GUARANTEES OR INVESTMENTS

V _J

The details    of loans given,    investments    made, guarantees given

and securities provided, if any, covered under Section 1 86
of the Act are disclosed under Note No. 6, 7 and 8 of the
standalone financial statements for the FY 2024-25.

CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTY

V _J

During    the    FY    2024-25,    the    Company    was    engaged    in

transactions with related parties, as defined under Section 2(76)
of the Act, read with the Companies (Specification of Definitions
Details) Rules, 2014 and relevant accounting standards. These
transactions were conducted in the ordinary course of business
and on an arm's length basis.

In compliance with the Act, the SEBI Listing Regulations, the Audit
Committee's Independent Directors have reviewed, approved
and ratified all related party transactions carried out during the
FY 2024-25. The Company did not enter into any contract,
arrangement, or transaction with related parties that would be
deemed material under the 'Policy on Materiality of Related
Party Transactions and Dealing with Related Party Transactions',
the Act and the SEBI Listing Regulations. Therefore, disclosure
of related party transactions in Form AOC-2, as required under
Section 1 34(3)(h) and Section 1 88 of the Act, read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, is not applicable.

 

COST AUDITORS

Since the Company operates in the financial sector, the requirement to maintain cost records as mandated by the Central Government
under Section 148(1) of the Act is not applicable to the Company.

INTERNAL AUDITOR

The internal auditor of the Company is M/s. Aneja Associates (Firm Registration No. 100404W).

AUDITOR FOR THE SCHEME OF UTI MUTUAL FUND

The statutory auditor for schemes of UTI MF is M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301 003E /
E300005) in accordance with the provisions of SEBI Mutual Funds Regulations read with circulars and notifications issued thereunder.
There was no instance of any fraud committed in the Company by its officers or employees which is required to be reported
to the Audit Committee or the Board by the statutory auditors or secretarial auditor pursuant to Section 143(12) of the Act.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of
India, during the FY 2024-25.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has implemented adequate internal financial controls with reference to the financial statements of the Company.

The Company has adopted accounting policies which were in line with the accounting standards prescribed in the Act and the Ind
AS as prescribed under Section 133 of the Act and other relevant provisions of the Act, as amended from time to time. There was no
change in the accounting policies during the FY 2024-25.

The statutory auditor of the Company has reviewed the internal financial controls of the Company and confirmed that the Company
has, in all material respects, adequate internal financial controls with reference to the financial statements and such internal financial
controls were operating effectively as at 31^st March, 2025, based on the internal financial controls with reference to financial
statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note
on "Audit of Internal Financial Controls Over Financial Reporting" issued by the Institute of Chartered Accountants of India.

The Internal Financial Control report for the FY 2024-25 is attached as an Annexure to the statutory audit report.

The accounting policies also ensure that uniform accounting treatment is followed by the Company and its subsidiaries. The accounts
of subsidiaries are audited by their respective statutory auditor for consolidation.

The Company utilizes SAP, a robust Enterprise Resource Planning (ERP) platform, for maintaining its financial records. A significant
portion of its accounting data is stored electronically, with regular backups ensuring data security and integrity. The ERP system is
designed to facilitate seamless integration of all financial transactions with the core accounting framework. To uphold accuracy
and timeliness, the Company has instituted stringent, automated protocols for updating master data, maintaining audit trails and
managing other key financial information within the system.

As part of its commitment to Environment, Social and Governance (ESG) principles, the Company has adopted a paperless approval
workflow. Internal approvals are processed digitally via a Document Management System (DMS). Each employee is provided with
individual login credentials to access and operate within this system.

The Company, while preparing its financial statements, makes judgements and estimates based on sound accounting policies and
uses external agencies to verify / validate them as and when appropriate. The basis of such judgements and estimates were also
reviewed by the statutory auditor and the Audit Committee.

The Audit Committee and Board reviews the financial performance of the Company on quarterly basis.

HUMAN RESOURCES

People & Culture: Strategic human resources (HR) initiatives and commitment for excellence for the FY 2024-25

The Company recognises that employees are the cornerstone of the Company's success. We believe that nurturing talent and building
people capabilities are fundamental to achieve business excellence and long-term sustainability. Our commitment lies in creating a
work environment that values individual contributions while offering ample opportunities for personal and professional growth.
Employees, in the course of their responsibilities, engage with diverse stakeholders including clients, colleagues, distributors and
investors and are expected to do so with respect, professionalism and integrity. Compliance with the Company's policies, Code of
Conduct and ethical standards is paramount. Any deviation is addressed through structured and fair mechanism. The Company takes
pride in fostering a workplace culture that upholds the highest standards of ethics, transparency and accountability. The employer-
employee relationship continues to be positive, collaborative and forward-looking.

Key HR focus areas and strategic initiatives in FY 2024-25

Through these initiatives, UTI AMC remains steadfast in its endeavour to build a progressive, engaged, and future-ready workforce
aligned with our strategic vision and values.

A multi-generational workforce driving agility and legacy

At UTI AMC, the workforce reflects a well-balanced blend of experience and fresh perspectives, combining the wisdom of seasoned
professionals with the dynamism of younger talent. This multigenerational mix continues to be instrumental in sustaining the Company's
agility while staying firmly rooted in our rich legacy of over 60 years.

We firmly believe that our ability to excel in a rapidly evolving financial services landscape is directly linked to how we invest in our
talent. Building a resilient, forward-looking workforce remains central to our people strategy.

During the FY 2024-25, the Company successfully completed 239 new hires, addressing the human capital needs across a range
of business and support functions. This talent infusion reinforces our commitment to nurturing a diverse and future-ready workforce.

Our current talent base represents a healthy generational spread, fostering collaboration, innovation, and continuity across all levels
of the organization.

Cultural Ethos at UTI AMC

At UTI AMC, the organizational culture is anchored in values that foster's integrity, meritocracy, and respect. The core tenets of our
cultural ethos are as follows:

Learning & Development

At UTI AMC, continuous learning remains important part for our organizational growth strategy. During the FY 2024-25, we reinforced
this commitment through structured and comprehensive learning initiatives aimed at enhancing both technical and behavioural
competencies across all functions.

Our learning framework follows a 360° diagnostic model that supports targeted development and cross-functional collaboration.
Through consistent communication and feedback mechanisms, we ensure a culture of continuous improvement and readiness to
adapt to evolving business demands.

Key highlights for FY 2024-25

Our learning and development efforts continue to drive employee engagement, future readiness, and sustained excellence across the
UTI AMC ecosystem.

Conviction

At UTI AMC, conviction is the important part of our people
philosophy. We firmly believe that every employee contributes
distinct strengths, insights, and capabilities that are essential to
our continued success. This belief shapes our commitment to
cultivating an inclusive, growth-oriented, and empowering work
environment.

In FY 2024-25, this conviction translated into well-defined
policies, targeted programs, and people-centric initiatives that
prioritize employee well-being, professional development, and
a culture of belonging. Whether through continuous learning,
structured feedback, or inclusive engagement practices, the
Company remains steadfast in recognizing and unlocking the
full potential of its workforce.

Empowered Capabilities

At UTI AMC, empowerment is central to our Human Capital
strategy. During the FY 2024-25, the Company continued
to invest in building a capable, confident, and future-ready
workforce by equipping employees with the necessary tools,
imparting training, and resources to succeed in a dynamic
business environment.

Through targeted skill-building programs, cross-functional
exposure, digital enablement, and a strong learning culture,
employees are encouraged to take ownership of their growth.
The Company also ensures structured support for talent
development through regular assessments, mentoring, and
career progression frameworks.

Empowered capabilities not only elevate individual performance
but also enhance collective agility, enabling UTI AMC to meet
evolving business challenges with confidence and resilience.

 

 

United Commitment

During the FY 2024-25, HR continued to strengthen the bond
between employees and the organisation by aligning personal
aspirations with business goals and fostering a culture of trust,
accountability, and shared purpose.

By encouraging open communication, actively addressing
employee feedback, and reinforcing values of collaboration
and transparency, HR has played a vital role in deepening
engagement across all levels. This united commitment has
contributed to improved retention, higher morale, and a
workforce that remains motivated to contribute meaningfully to
the Company's continued success.

Fostering Collaborative Excellence

The partnership between HR and employees at UTI AMC
continues to evolve as a dynamic journey rooted in collaboration,
trust, and mutual growth. In FY 2024-25, HR has focused on
creating a workplace culture where individuals feel valued,
empowered, and aligned with the organisation's purpose.
Through structured feedback systems, targeted mentorship
programs, and impactful recognition initiatives, HR has
reinforced its commitment to employee engagement and
professional development. These efforts have fostered a culture
of appreciation, adaptability, and collective excellence ensuring
the workforce remains resilient, motivated, and future-ready.

Employee Overview and Statutory Disclosures

As on 31^st March, 2025, UTI AMC had a total headcount
of 1,397 employees across various business functions and
locations. The standalone employee benefit expenses for the
FY 2024-25 amounted to '363.98 Crore, as against '368.35
Crore for the FY 2023-24.

Disclosures required under Section 197(12) of the Act, read
with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, forms part of this
Directors' Report.

In terms of provisions of Section 1 36 of the Act, the
Integrated Annual Report is being sent to members excluding
aforementioned information. Such information will be available
on the Company's website at https://www.utimf.com/amc-
shareholders/annual-reports. In accordance with Section 136
of the Act, this exhibit is available for inspection by members
through electronic mode.

" '    *-^V'¦'* ^v'-^V 0    N

VIGIL MECHANISM / WHISTLE

BLOWER POLICY

V_J

The Company is dedicated to conducting its affairs with
fairness and transparency, upholding the highest standards of
professionalism, honesty, integrity, ethical conduct and robust
corporate governance practices. The Board has implemented
the 'Whistle Blower Policy' (the Policy) in accordance with
Section 1 77(9) of the Act, Rule 7 of the Companies (Meetings
of Board and its Powers) Rules, 2014, and Regulation 22 of the
SEBI Listing Regulations.

The Policy complements the Company's broader governance
framework, including the Code of Ethics, Staff Rules, Anti¬
Bribery Policy, and Anti-Fraud Policy. It provides a structured vigil
mechanism for all stakeholders including employees to report
genuine concerns regarding actual or suspected unethical
behavior, violations of legal or regulatory requirements, or
misconduct, without fear of retaliation or adverse consequences.
UTI AMC fosters a culture of openness and accountability,
and views the whistle blower mechanism as a key enabler of
its corporate governance practices. The Company ensures
that all concerns raised under this mechanism are handled in
a fair, confidential, and timely manner, reinforcing trust and
reinforcing its values-driven work culture.

The details related to vigil mechanism / whistle blower policy
are provided in the Corporate Governance Report forming part
of this Annual Report.

As per Regulation 46 of the SEBI Listing Regulations, the whistle
blower policy is also available on the Company's website at
https://www.utimf.com/amc-shareholders/code-and-policies.

° \

PREVENTION OF SEXUAL

HARASSMENT AT WORKPLACE

'--J

UTI AMC remains steadfast in its commitment to fostering a
safe, inclusive, and respectful work environment. In line with the
provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 201 3, the Company
has implemented a comprehensive Policy on Prevention of Sexual
Harassment (POSH). This policy not only addresses protection
against sexual harassment but also includes safeguards against
false or malicious allegations, ensuring a balanced and fair
approach.

An Internal Committee (IC) has been duly constituted at all
relevant locations in accordance with statutory requirements.
The IC is empowered to receive and investigate complaints in a
time-bound, confidential, and unbiased manner.

Key highlights for FY 2024-25

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

V_J

DIRECTORS

Composition of Board

The Board comprises of 8 (eight) Directors, consisting of
4 (four) Non-Executive Independent Directors [including 1
(one) Non-Executive Independent Women Director], 3 (three)
Non-Executive Nominee Directors and 1 (one) Executive
Director (Managing Director). The Chairperson of the Company
is a Non-Executive Independent Director.

Re-Appointment

The first term of Ms. Jayashree Vaidhyanathan (DIN: 071 40297)
as Non-Executive Independent Director of the Company was till
1 5^th December, 2024. The Board, based on the recommendation
of the Nomination and Remuneration Committee, approved
the re-appointment Ms. Jayashree Vaidhyanathan as Non¬
Executive Independent Director of the Company. Subsequently,
the members of the Company through postal ballot approved
her re-appointment as Non-Executive Independent Director of
the Company for another period of 3 (three) years with effect
from 16^th December, 2024 upto 15^th December, 2027.
Appointment & Resignation

The Board had appointed Mr. Santosh Kumar (DIN: 1 01 66739)
(nominee of Punjab National Bank) as an Additional
Director (Non-Executive Nominee Category) with effect from
1^st October, 2024. Subsequently, the members, through postal
ballot, approved the appointment of Mr. Santosh Kumar as
Non-Executive Nominee Director, liable to retire by rotation.

Mr. Kiran Kumar Tarania (DIN: 09637366) resigned from the
position of Non-Executive Nominee Director of the Company
with effect from close of business hours on 30^th September,
2024 due to superannuation from Punjab National Bank.

Mr. Rajeev Kakar (DIN: 01888608) resigned from the position
of Non-Executive Independent Director of the Company with
effect from close of business hours on 10^th December, 2024.

Cessation

Ms. Dipali Sheth (DIN: 07556685) completed her tenure as
a Non-Executive Independent Director of the Company and
she ceased to be Non-Executive Independent Director of the
Company with effect from close of business hours on 15^th
December, 2024.

The Board acknowledged the valuable contributions made by
all the directors during their tenure on the Board and various
committees of the Company.

Retirement by Rotation

Pursuant to Section 152 of the Act, Mr. Srivatsa Desikamani
(DIN: 1 01 93489) will retire by rotation and being eligible, offers
himself for re-appointment at the 22^nd AGM of the Company.

A detailed profile and other related information along with
necessary resolutions of Mr. Srivatsa Desikamani, seeking
re-appointment at the 22^nd AGM as required under Secretarial
Standard on General Meetings and Regulation 36 of the SEBI
Listing Regulations, is provided in the Notice of the 22^nd AGM.
Disclosure of Disqualification of Directors
All the Directors of the Company have confirmed that they are
not disqualified from being appointed as Directors pursuant
to Section 164 of the Act. Further, a certificate confirming
that none of the Directors on the Board has been debarred or
disqualified from being appointed or continuing as a Director
of the Company by the SEBI, the Ministry of Corporate Affairs,
or any other statutory authority, is annexed to the Corporate
Governance Report, which forms part of this Annual Report.

Key Managerial Personnel

As on 31^st March, 2025, the Company has following 3 (three)
Key Managerial Personnel (KMP) as defined in Section 2(51)
and in compliance with Section 203 of the Act:

O Mr. Imtaiyazur Rahman, Managing Director & Chief
Executive Officer;

O Mr. Vinay Lakhotia, Chief Financial Officer; and
O Mr. Arvind Patkar, Company Secretary & Compliance
Officer.

During the FY 2024-25, there was no change in the KMPs of
the Company.

 

 

DECLARATION OF INDEPENDENCE

V_J

The Non-Executive Independent Directors of the Company
have submitted declaration of independence, pursuant to
Section 149 of the Act and Regulation 16(1)(b) of the SEBI
Listing Regulations, stating that they have met the criteria of
independence as provided therein.

The Board is of the opinion that all the Non-Executive
Independent Directors are persons of integrity, have relevant
expertise, experience and fulfil the conditions specified under
the Act and the SEBI Listing Regulations and are independent of
the management.

All Non-Executive Independent Directors of the Company
are registered in the databank of Independent Directors in
compliance with the provisions of Section 1 50 of the Act and
Rule 6 of Companies (Appointment and Qualifications of
Directors) Rules, 2014.

The Non-Executive Independent Directors have also complied
with the provisions of Rule 6(4) of Companies (Appointment
and Qualifications of Directors) Rules, 2014 relating to online
proficiency self- assessment test.

The terms and conditions formulated by the Company for
appointment of Non-Executive Independent Directors is
available on the Company's website at https://www.utimf.com/
amc-shareholders/code-and-policies.

Further, at the time of the appointment of an Non-Executive
Independent Director, the Company issues a formal letter of
appointment outlining his / her role and responsibilities. The
format of the letter of appointment is available on the Company's
website at https://www.utimf.com/amc-shareholders/code-
and-policies.

List of key Board skills / Expertise / Competencies is available
in Corporate Goverance Report which forms part of this Annual
Report.

°

FAMILIARISATION PROGRAMME
FOR NON-EXECUTIVE
INDEPENDENT DIRECTORS

The Company organizes familiarisation programs to keep
Directors informed about their roles, responsibilities, rights and
obligations under the Act and other relevant laws, while also
providing insights into the industry's nature, the Company's
operations and its performance.

As per Regulation 46 of the SEBI Listing Regulations, the
policy and details of familiarisation programme are available
on the Company's website at https://www.utimf.com/amc-
shareholders/code-and-policies.

........ ° \

NUMBER OF BOARD MEETINGS

'--J

8 meetings of Board were conducted during the FY 2024¬
25 on 25^th April, 2024, 20^th June, 2024, 25^th July, 2024,
25^th October, 2024, 9^th December, 2024, 28^th January, 2025,
3^rd March, 2025, and 4^th March, 2025.

In addition to the above, one joint meeting of Board of UTI
AMC and UTI Trustee Company Private Limited (Trustees of UTI
Mutual Fund) was held on 25^th April, 2024, in compliance with
the SEBI guidelines.

In compliance with the provisions of the Act read with the rules
and circulars issued thereunder, the SEBI Listing Regulations
and Secretarial Standard (SS-1 on Meetings of Board of
Directors) issued by Institute of Company Secretaries of India,
the maximum interval between any two meetings of the Board
did not exceed 120 days.

The composition of the Board and its Committees, along with
details of the meetings held during the FY 2024-25 and the
attendance of the Directors, are disclosed in the Corporate
Governance Report which forms part of this Annual Report.

--\

NOMINATION AND

REMUNERATION POLICY

Pursuant to Section 178 of the Act and Regulation 19(4) of
the SEBI Listing Regulations, the Company has adopted a
'Nomination & Remuneration Policy' which aims to lay down
a framework in relation to nomination and remuneration of
Directors, KMPs, Senior Management Personnel and other
employees.

The details of the remuneration paid to the Executive Director
and sitting fees to Non-Executive Directors are included in the
Corporate Governance Report, which forms part of this Annual
Report.

The criteria of making payments to Non-Executive Directors
has been included in the Nomination & Remuneration Policy
and the said policy, as per Regulation 46 of the SEBI listing
Regulations, is available on the Company's website at https://
www.utimf.com/amc-shareholders/code-and-policies.

AUDIT & SYSTEMS

V_J

The Company upholds the belief that internal audit control
is an indispensable companion to the governance principle
advocating the exercise of management freedom within a

framework of checks and balances laid down by applicable
regulations and internal policies. The Company's commitment
lies in establishing an efficient and effective internal control
environment that not only ensures operational efficiency but
also safeguards Company's reputation and assets.

With a well-established and robust internal audit process, the
Company maintains continuous vigilance over the adequacy
and effectiveness of the internal control environment. This
diligent oversight extends across the Company, ensuring
compliance with operational systems, internal policies and
regulatory requirements.

¦    " ¦ ¦- o    X

CORPORATE SOCIAL RESPONSIBILITY

V___J

Business corporations constantly strive to maximise shareholders
wealth. However, there is a shift in the members mindset led
by social expectations, causing business leaders to revise
their strategy by taking into account the economic, social and
environmental impacts. The Company gives utmost importance
to its Corporate Social Responsibility (CSR) initiatives to operate
in an economically, socially and environmentally sustainable
manner, while recognising the interests of its stakeholders.

The Company is committed to ensure that its business is
conducted according to rigorous ethical, professional and legal
standards. The Company recognises that its business activities
have direct and indirect impact on the society. The Company
strives to integrate its business values and operations in an

 

ethical and transparent manner to demonstrate its commitment
to sustainable development and to meet the expectations of its
stakeholders.

The Company has a 'Corporate Social Responsibility Policy' in
compliance with the requirements of the Act and the Companies
(Corporate Social Responsibility Policy) Rules, 201 4 (CSR Rules)
read with circulars and notifications issued thereunder, which
inter-alia lays down the roles and responsibilities of the Board
relating to CSR, manner of implementation and monitoring of
CSR activities.

The Company has a Board-level CSR committee and the details
of its composition, terms of reference, number of meetings and
attendance have been disclosed in the Corporate Governance
Report forming part of this Annual Report.

Pursuant to the CSR Rules, the Chief Financial Officer of the
Company has certified that the funds disbursed as per the
annual action plan for the FY 2024-25 have been utilised for
the purpose and in the manner as approved / modified by the
CSR Committee and Board.

As per Regulation 46 of the SEBI Listing Regulations, the Policy
is available on the Company's website at https ://www.utimf.
com/ amc-shareholders/code-and-policies.

The Annual Report on the Company's CSR activities for
FY 2024-25 is annexed as Annexure-III to this Directors'
Report.

^^

RISK MANAGEMENT

'-----'

The Company has established processes and systems to
ensure robust enterprise-wide risk management framework.
The Risk Management Committee and Board periodically
reviews the Company's risk management policies, procedures
and processes which include the delegation of investment
and financial responsibilities, the establishment of prudential
investment norms, the approval & dissemination of guidelines
and restrictions, as well as the establishment of counter-party
limits. The Board also reviews the performance of funds against
the relevant benchmark and competing funds.

Effective risk management is critical to the operation of the
Company's business. The Company has adopted various
policies and procedures to manage the risks applicable to its
business operations, inter-alia, Investment risk, Liquidity risk,
Operational risk, Cyber Risk, Market risk, Credit risk and
Regulatory risk.

° \

DATA PROTECTION AND CYBER

SECURITY

The Company recognizes the importance of the collection, use
and security of user's information collected through various
sources. The Company has Board approved Information
Security Policy, Cyber Security Policy, Data Privacy Policy which
defines the rights of the Company / user to use, secure or
restrict personal and confidential information of the investors.
The Company is committed to securing investor's personally
identifiable information and has implemented processes and
technologies to secure the same.

UTI AMC has a strong cyber security framework wherein cyber
risk and its mitigations are monitored by the Internal Technology
Advisory Committee, Information Security Executive Committee
and Board level Risk Management Committee.

Key areas covered under cyber security include strong
adherence to the Board-approved information and cyber
security policy, compliance with SEBI guidelines and adopting
industry best practices. The Company maintains a strong cyber
security system and has a framework to protect data integrity
and privacy.

The Company has increased efforts through sensitisation of
employees, customers and other stakeholders on cyber frauds,
data privacy etc. by providing information security awareness
through training, emailers (related to the latest cyber threats)
and conducting phishing campaigns.

The information security objectives are aligned with business
objectives with highly resilient business continuity infrastructure
and processes. The Company has robust Business Continuity
Policy. The Company conducts periodic disaster recovery drills
to test the infrastructure capabilities to continue the business
during any contingency. Furthermore, the Company has
obtained specialised cyber-security insurance coverage as well.
Periodic audits were conducted internally as well as through
external firms to ensure data security and to conduct the review
of the Cyber Security & Cyber Resilience Framework and System
Audit in compliance with SEBI guidelines.

* *''*"** * ° \

BOARD EVALUATION

V_J

Pursuant to Section 178 of the Act and Regulation 17 of
the SEBI Listing Regulations, the Company has a 'Policy for
Evaluation of Performance of the Board of Directors'. The Policy
aims to formulate the procedures and prescribes the criteria to
evaluate the performance of the entire Board, its Committees
and individual Directors as well as to assess and enhance
the effectiveness of the Board as a whole. As per Regulation
46 of the SEBI Listing Regulations, the policy is available
on the Company's website at https://www.utimf.com/amc-
shareholders/code-and-policies.

The Company had engaged an external firm to conduct Board
evaluation for the FY 2024-25. The performance evaluation
was conducted in line with the provisions of the Policy, the Act,
the SEBI Listing Regulations and Guidance Note on Board
Evaluation dated 11^th November, 2024 issued by SEBI and
benchmarked with various international practices.

The details on evaluation of performance of Board, its
Committees and individual directors are disclosed in the
Corporate Governance Report forming part of this Annual
Report.

⁰

EMPLOYEE STOCK OPTION SCHEME

V_J

The Company has an Employee Stock Option Scheme,
namely 'UTI AMC Employee Stock Option Scheme-2007'
(ESOP Scheme). The objective of ESOP Scheme 2007 is
to reward employees to align individual performance with
Company's objectives, create a culture of ownership among
the executives and employees to enhance their commitment to
the organisation, to collaborate, attract and retain key talent
critical to organisation's success. There are no changes made
to the above Scheme during the FY 2024-25.

The details of ESOP Scheme 2007 are as under:

The details of stock options granted during the last three financial years to the employees of the Company and few employees of the
subsidiaries are as under:

The details of stock options granted to KMPs under the ESOP Scheme 2007 are as under:

The Company has not granted stock options to employees under the ESOP Scheme 2007 which is equal to or exceeds one percent
of the issued share capital of the Company in any year.

The earlier grants were made based on parameters inter-alia including tenure, performance, role and total cost to the Company. The
other terms of the aforementioned grants were in line with the options granted under the ESOP Scheme 2007.

The Company had obtained in-principle approval from stock exchanges for listing of equity shares for grants under the ESOP Scheme
2007. The following equity shares were issued and listed during the previous financial years:

*1,864 equity shares of the face value of '10 each allotted under ESOP Scheme 2007 on 28^th March, 2024 were listed and admitted for trading on
stock exchanges with effect from 1^st April, 2024.

The scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (the SEBI SBEB & SE Regulations). The disclosures as required under the aforesaid regulations can be accessed on
the Company's website at https://www.utimf.com/amc-shareholders/annual-reports.

The certificate, as required under Regulation 13 of the SEBI SBEB & SE Regulations, from the Practicing Company Secretary certifying
that 'UTI AMC Employee Stock Option Scheme-2007' has been implemented in accordance with the aforesaid regulations will be
available for inspection at the 22^nd AGM of the Company.

^ ^s\

CONSERVATION OF ENERGY AND

TECHNOLOGY ABSORPTION

Although the Company's primary operations in fund management
services are neither energy-intensive nor dependent on advanced
technology, it maintains a strong focus on energy conservation.
Wherever practical, the Company has adopted measures to save
energy, reflecting its dedication to sustainable practices.
Acknowledging the importance of enhancing energy efficiency
and conservation, the Company highlights these efforts in
its Business Responsibility and Sustainability Report, which is
forming part of the Annual Report.

 

 

 

FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of foreign exchange earnings and outgo are mentioned below:

(' in crore)

FY 2024-25    FY 2023-24

Foreign Exchange Earnings    14.68    15.16

Foreign Exchange Outgo    15.93    13.32

The Company has spent foreign exchange for payment towards professional fees and foreign business tours.

ANNUAL RETURN

Pursuant to Section 1 34(3)(a) and Section 92(3) of the Act, along with related circulars, the Company's Annual Return for FY 2024-25
is accessible on the Company's website at https://www.utimf.com/amc-shareholders/annual-reports.

MANAGEMENT DISCUSSION AND ANALYSIS SECTION

The Management Discussion and Analysis Section of the Company for the FY 2024-25 forms part of this Annual Report as required
under the Act and Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations.

CORPORATE GOVERNANCE

The Company is a professionally managed Asset Management Company, steered by a proficient Board whose expertise spans
in diverse fields and supported by a dedicated management team, rich in talent and experience. The Company is steadfast in its
commitment to operating within a robust and compliant framework.

In terms of the SEBI Listing Regulations, a separate section titled 'Corporate Governance Report' has been included in this Annual Report.
The Company has obtained a certificate from a Practicing Company Secretary, certifying that the Company has complied with the
mandatory requirements as stipulated under the SEBI Listing Regulations and his certificate forms part of the Corporate Governance
Report which is forming part of this Annual Report.

The Company undertakes the following practices as part of good corporate governance practices:

Alignment of Secretarial practices    of    Overview of Risk Management    of    Stakeholders engagement:

Subsidiary ^Comp^{anies with UTI AMC:    S}ub^sidiary ^Comp^anies:    Fostering transparent and meaningful

Ensuring uniformity and compliance    in    Implementing proactive strategies    to    communication with all stakeholders.

secretarial procedures across all subsidiaries.    identify and mitigate risks within subsidiary

operations and at a group level.

Investor Grievances Mechanism:    Adoption of best corporate policies at group level:

Establishing a responsive system to address    Promoting consistent implementation of exemplary

and resolve investor concerns effectively.    governance practices across the group.

^ ^N\

ESG INITIATIVES AND PROGRESS

OF THE COMPANY

In an era where sustainability is rapidly reshaping the global
financial ecosystem, ESG considerations have transitioned from
being compliance-driven to becoming foundational pillars of
long-term value creation. At UTI AMC, the ESG philosophy is
no longer an adjunct to business - it is a strategic imperative
that informs every aspect of how we operate, invest, and grow.
As stakeholder expectations rise and environmental and social
risks intensify, our proactive integration of ESG principles
position us to deliver resilient performance, foster inclusive
growth, and promote good governance.

Over the past year, we have advanced our ESG journey by
embedding it deeper into our business strategy and operational
framework. We continue to evolve our practices to align
with emerging regulatory expectations, global standards,
and stakeholder priorities. We recognize that our fiduciary
responsibilities extend beyond financial outcomes, and our ESG
programmes reflect this ethos across our operations, investments,
employee engagement, and community development efforts.

Since FY 2021 -22, we have reported our ESG progress
through our annual Sustainability Report and, in compliance
with SEBI Regulations, through the Business Responsibility
and Sustainability Report (BRSR), aligned with the National

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

SEBI has mandated the top 1 000 listed entities to disclose their performance against the nine principles of the 'National Guidelines
on Responsible Business Conduct' (NGRBC) in Business Responsibility and Sustainability Report from the FY 2023-24.

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report for the FY 2024-25
forms part of this Annual Report. ESG factors are increasingly becoming important considerations for investors. The BRSR reflects a
commitment to sustainable development and responsible business practices.

The Company has issued its sustainability report for the FY 2023-24 with reference to the GRI Standards along with guidance from
the Sustainability Accounting Standards Board Reporting Standards which outlines Company's performance on key ESG parameters
integrated in the operations. At UTI AMC, focus on ESG matters underpins the business and is imperative to fulfill the mission of
serving clients responsibly and creating long-term value.

As per Regulation 46 of the SEBI Listing Regulations, the BRSR reports are available on the Company's website at https://www.utimf.
com/amc- shareholders/annual-reports.

The Sustainability Reports are also available on the Company's website at https://www.utimf.com/amc-shareholders/code-and-
policies.

POSTAL BALLOT

^' i

During the FY 2024-25, the Company sought the approval of the members by way of postal ballot. The details of the resolutions
passed through postal ballot, are provided in the Corporate Governance Report, which forms part of this Annual Report.

WEBSITE DISCLOSURES

V_J \

In compliance with Regulation 46 of the SEBI Listing Regulations, the Company maintains a functioning website where necessary
information / disclosures / intimations etc. are disclosed from time to time. The link to the statutory disclosures under the said
regulation is available on the Company's website at https://www.utimf.com/amc-shareholders/disclosures-under-regulation-46-of-
the-lodr.

The Company had conducted a quarterly due diligence of compliance of the website disclosures of a Company from practicing
company secretary on voluntary basis, and the same is presented to the Board.

DIGITAL INITIATIVES:

UTI Mutual Fund Digital platforms for Investors, Distributors and Corporate Portal were revamped in the FY 2024-25 to offer best-in¬
class user experience and enhanced features for all users.

Digital Initiatives of the Company gone live:

 

°    'N

OTHER DISCLOSURES

V_J

In terms of the applicable provisions of the Act and the SEBI

Listing Regulations, the Company additionally discloses that

during the FY 2024-25:

(i)    t he Company has not accepted any deposit under Section
73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014;

(ii)    t here was no change in the nature of business of the
Company;

(iii)    t here was no revision in the financial statements or
Directors' Report of the Company;

(iv)    t here was no material change and commitment affecting
the financial position of the Company between the end of
the FY 2024-25 and the date of this report;

(v)    t here was no significant and material order passed by
the regulators or courts or tribunals impacting the going
concern status and the Company's operations in future;

(vi)    t he Company has not issued any shares with differential
voting rights;

(vii)    t he Company has not issued any sweat equity shares;

(viii)    t he Company has not bought back its shares, pursuant to
the provisions of Section 68 of the Act and Rules made
thereunder;

(ix)    no application has been made under the Insolvency and
Bankruptcy Code, hence, the requirement to disclose the
details of application made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 during
the year along with their status as at the end of the financial
year is not applicable;

(x) t he Company has not made any one-time settlement with
the Banks or Financial Institutions;

(xi)    t he Company has not failed to implement any corporate
action;

(xii)    the Company's securities were not suspended from
trading; and

(xiii)    The Company is duly complied with the provision of the
Maternity Benefit Act, during the FY 2024-25.

⁰ \
Matter for information to the

members (Not for appointment /

approval / voting):

Succession of Key Managerial Personnel: Selection of
Mr. Vetri Subramaniam as the next Managing Director & Chief
Executive Officer of UTI Asset Management Company Limited.
We would like to inform the members that the Board had, in its
meeting held on 6^th May, 2025; selected Mr. Vetri Subramaniam
(currently Chief Investment Officer of the Company) as the
next Managing Director & Chief Executive Officer of UTI Asset
Management Company Limited (UTI AMC). The Board of UTI
AMC has recommended the same to the Board of UTI Trustee
Company Private Limited (UTI Trustee Company) for the fit
and proper approval, as per Regulation 22 of the Securities
and Exchange Board of India (Mutual Funds) Regulations,
1996. The decision of the Board of UTI Trustee Company is
awaited. Once the Board of UTI Trustee Company conveys its
decision, the same shall be placed before shareholders in extra
- ordinary general meeting or through postal ballot, alongwith
the detailed transition plan to the next Managing Director &
Chief Executive Officer.

\

DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirements under Section 134(3)(c) and

Section 1 34(5) of the Act, with respect to Directors' Responsibility

Statement, it is hereby confirmed that:

(i)    in the preparation of the annual accounts for the FY 2024-25,
the applicable accounting standards were followed along
with proper explanation relating to material departures, if
any;

(ii)    the accounting policies were selected and applied
consistently, judgments and estimates were made so that
they 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 year i.e. 31^st March, 2025 and of the profit and loss
of the Company for that period;

(iii)    proper and sufficient care was taken 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)    t he annual accounts were prepared on a going concern
basis;

(v)    proper internal financial controls were in place and that
such financial controls were adequate and were operating
effectively; and

(vi)    systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and
operating effectively.

ACKNOWLEDGEMENT

V_J

The Board extends heartfelt appreciation to the dedicated
employees and support staff across the Company and its
subsidiaries for their unwavering commitment and hard work.

The Board also extends deep gratitude for the invaluable
guidance, cooperation and support from stakeholders,
including the Securities and Exchange Board of India, Reserve
Bank of India, Pension Fund Development and Regulatory
Authority, NPS Trust, Ministry of Corporate Affairs, Registrar of
Companies, Association of Mutual Funds in India, UTI Trustee
Company Private Limited, National Securities Depository
Limited, Central Depository Services (India) Limited, National
Stock Exchange of India Limited, BSE Limited, Association of
Mutual Funds in India, auditors as well as the Company's
sponsors and members.

Additionally, the Board expresses its thanks to UTI MF scheme
investors, auditors, custodians, registrar & transfer agents,
banks, distributors and all other service providers for their
invaluable support.

For and on behalf of the Board of Directors of

UTI Asset Management Company Limited

Date: 7^th July, 2025    Dinesh Kumar Mehrotra

Place: Mumbai    Chairperson

(DIN: 00142711)