Canara Robeco Asset Management Company Ltd Directors Report

Unclaimed Dividend on Shares

As on March 31, 2026, unclaimed - interim dividend
amounting to 98,866.50 which has not been claimed
by members of the Company and is lying in the Unpaid
Dividend Account of the Company.

In terms of the provisions of Section 124(5) of the Act read
with the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), the Company is statutorily required to transfer to
the Investor Education and Protection Fund ("IEPF"), all
dividends remaining unclaimed for a period of seven (7)
years from the date of their transfer to the Unpaid Dividend
Account. Accordingly, the unclaimed Interim Dividend for
the financial year ended March 31, 2026, shall be transferred
to the IEPF on or after January 17, 2033, being the date
immediately following the expiry of seven (7) years from the
date of its transfer to the Unpaid Dividend Account, within
the timelines prescribed under the IEPF Rules.

Such Members whose dividends remained unclaimed are
requested to submit their claims to MUFG Intime India
Private Limited, Registrar and Transfer Agent ("RTA") of the
Company without further delay.

The details of Nodal Officer appointed under the provisions
of IEPF Rules are available on the website of the Company.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANY

As per the Act, the Company do not have any subsidiary/
associate company.

Further, consequent to completion of of IPO and listing of
equity shares of the Company on the Stock Exchanges on
October 16, 2025, the shareholding of Canara Bank in the
Company reduced to 38% of the paid-up share capital and
the Company ceased to be Subsidiary Company of Canara
Bank.

RISK MANAGEMENT POLICY

The Company has a robust Risk Management framework to

identify, evaluate and control risks. The key risks identified by

the Company and the controls envisaged and implemented

by the Company are as under:

- Risks relating to Asset Management business:

The Policy evolved and implemented to cover various
risks associated with the management of schemes
of Canara Robeco Mutual Fund including market
risk, credit & default risk, funding liquidity risk, asset
liquidity risk and interest rate risk.

- Operational Risk

The Company has well defined policies as well as
documented process descriptions and documented
operational procedures on operational risk
management.

- Business Continuity Risk

To ensure availability of critical systems even during
disasters such as fire, earthquakes, or national incidents
like pandemic illnesses, the Company has prepared the
business continuity plan which is being monitored and
updated on a regularly basis. The Companys Disaster
Recovery ("DR") Procedure document enumerates
the detailed plan to recover and restore partially
or completely interrupted critical functions within
a predetermined time after a disaster or extended
disruption. The Company also conducts regular DR
tests to ensure the availability of critical systems.

- Reputation Risk

The Company has placed well defined systemic checks
and controls in place so that no activity, action or stance
performed or taken by the Company or its officials may
result in the impairment of its image in the community
and/or the long-term trust placed in the organization
by its stakeholders and/or the scheme investors.

- Compliance risk

The Company has a compliance officer and has also
implemented wherever feasible system-controlled
compliance checks. The Company is also subjected
to a monthly regulatory compliance review by internal
auditors, and the reports are being placed before the
Board of Directors.

- Strategic risk

The Board of Directors are kept abreast of the changes
in the operating and business environments on an
ongoing basis. Any new initiative/change in the
business approach is discussed and approved by the
Board of Directors before implementation.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS
WITH RESPECT TO FINANCIAL STATEMENTS

The Company has in place an adequate internal financial
controls system over financial reporting and the operating
effectiveness of such controls. The financial controls
are operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement.

Necessary certification in this regard has been issued by
the Managing Director & CEO and Chief Financial Officer
to the Board of Directors in terms of Regulation 17 read with
Schedule II Part B of the Listing Regulations.

ANNUAL RETURN

EMPLOYEE STOCK OPTIONS

Basis the recommendation of the Nomination and
Remuneration Committee ("NRC"), the Board of Directors at
its meeting held on March 28, 2025 had approved the adoption
and implementation of the CRAMCL Employee Stock
Option Scheme 2025 ("ESOP-2025"/"Scheme") to or
for eligible employees of the Company, in terms of the
SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SBEB Regulations"), which has been
approved by the members at the Extra-ordinary General
Meeting held on April 04, 2025. The Scheme shall continue
to be in force until (i) its termination by the Board of Directors
or NRC as per provisions of Applicable Laws, or (ii) the
date on which all of the Options available for Grant under
the Scheme have been issued and exercised, whichever is
earlier.

The Exercise Period for Vested Options shall be maximum
of 5 (Five) years commencing from the date of Vesting of
Options, or such other shorter period as may be prescribed
by NRC at the time of Grant.

The Scheme became effective from the date of listing of
equity shares i.e. October 16, 2025. Post listing of equity
shares as required under SBEB Regulations, the Scheme
was ratified by the members by way of resolution passed
through postal ballot on December 07, 2025.

A maximum of 39,88,348 (Thirty nine lakh eighty eight
thousand three hundred and forty eight) stock options may
be offered and granted under the aforesaid Scheme, which

on exercise, would entitle not more than 39,88,348 (Thirty
nine lakh eighty eight thousand three hundred and forty
eight) equity shares of face value of 10/- (Rupees Ten Only)
each of the Company.

During FY 2025-26, the Company has granted 14,55,109
stock options exercisable into not more than 14,55,109 of
equity shares of the Company of face value of 10/- (Rupees
Ten Only) each fully paid-up to the identified employees of
the Company. No employee was issued stock options, during
the year equal to or exceeding 1% of the issued capital of the
Company at the time of grant.

Further, the certificate required under Regulation 13 of
the SBEB Regulations from the Secretarial Auditors of the
Company that the above Scheme have been implemented
in accordance with the SBEB Regulations will be available at
the ensuing AGM for inspection.

DEPOSITS

During FY 2025-26, the Company has not accepted any
deposits within the meaning of Sections 73 and 74 of the Act
read together with the Companies (Acceptance of Deposits)
Rules, 2014.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments in contravention
of Section 186 of the Act; or given any loan or guarantee
or provided any security to any person or body corporate
during the financial year.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

CODE OF CONDUCT

The Company has adopted a Code of Conduct for the
Board of Directors and Senior Management Personnel. All
members of the Board and Senior Management Personnel
have affirmed compliance with the said Code of Conduct for
FY 2025-26.

The declaration to this effect signed by the Managing
Director & CEO of the Company forms part of this Report.

RELATED PARTY TRANSACTIONS

During the financial year, the Company has entered into
transactions with related parties as defined under Section
2(76) of the Act read with the Companies (Specification
of Definitions Details) Rules, 2014, Listing Regulations
and applicable Accounting Standards, which were in the
ordinary course of business and on arms length basis and
in accordance with the Policy on Related Party Transactions
of the Company.

The Policy ensures proper approval and reporting of the
concerned transactions between the Company and related
parties.

None of the transactions with related parties falls under the
scope of Section 188(1) of the Act.

During the year, there were no material transactions with
any related parties as per the provisions of the Act and Policy
on Related Party Transactions or any other related party
transactions entered into by the Company that requires
disclosure in Form AOC-2, hence, disclosure in Form AOC-2
is not applicable to the Company.

Further, disclosures pertaining to related party transactions
as per the applicable Accounting Standards form part of the
notes to the financial statements provided in this Annual
Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Board of Directors

As on March 31, 2026, the Board of Directors of the
Company comprises of 10 (ten) Directors consisting of
6 (six) Independent Directors, 3 (three) Non-Executive Non-
Independent Directors and 1 (one) Managing Director &
CEO.

In accordance with the provisions of the Act and the
Articles of Association of the Company, Mr. Kiyoshi Habiro
Non-Executive Non-Independent Director, is liable to retire
by rotation at the ensuing AGM of the Company and being
eligible has offered himself for re-appointment.

Further, the Board of Directors based on the recommendation
of the NRC, approved re-appointment of Mr. Ravindran
Menon as an Independent Director, not liable to retire
by rotation, to hold office for a second term of 3 (three)
consecutive years, up to October 19, 2029 subject to approval
of the members of the Company at the ensuing AGM.

PARTICULARS OF EMPLOYEES REMUNERATION

of the Company till the date of AGM. A copy of this statement
may be obtained by the members by writing to the Company
Secretary of the Company.

The ratio of the remuneration of each Director and employees
of the Company as required under the provisions of Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is attached as Annexure 1 to this Report.

PERFORMANCE EVALUATION OF THE BOARD,
COMMITTEES OF THE BOARD AND DIRECTORS

Pursuant to the provisions of the Act, the Listing Regulations
and the Companys Policy on Performance Evaluation,
the annual evaluation of the Board, its Committees and
individual Directors, including the Chairman and Managing
Director & CEO, was carried out for FY 2025-26.

The evaluation was conducted through a structured
process comprising detailed questionnaires, based on
defined criteria covering Board composition, effectiveness
of deliberations and decision-making, governance and risk
oversight, regulatory compliance, leadership effectiveness
and contribution of Directors.

The Independent Directors, at their separate meeting,
evaluated the performance of the Non-Independent
Directors, the Chairman and the Board as a whole and
provided their feedback. The Board, taking into account
such evaluation and feedback, assessed the performance of
its Committees and individual Directors.

The Board confirms that the evaluation process was
robust, transparent and in line with applicable regulatory
requirements. Based on the outcome, the performance of the
Board, its Committees and individual Directors was found
to be effective. The feedback arising from the evaluation
has been noted for further strengthening of governance
practices.

CORPORATE SOCIAL RESPONSIBILITY

In compliance with Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules,
2014, the Company has constituted Corporate Social
Responsibility ("CSR") Committee and statutory disclosures
with respect to the CSR Committee and Annual Report on
CSR Activities forms part of this Report as Annexure 2.

AUDITORS
Statutory Auditors

In terms of Section 139 of the Act, the Statutory Auditors of
the Company are appointed by the Comptroller and Auditor
General of India, New Delhi ("C&AG"). In terms of Section
142 of the Act, the remuneration of Auditors appointed under
Section 139 of the Act by C&AG, is fixed by the Company at
the General Meeting.

Accordingly, M/s. Borkar & Muzumdar, Chartered
Accountants, were appointed by C&AG as the Statutory
Auditors of the Company for FY 2025-26 and their
remuneration was approved by the members of the Company
at the 32^nd AGM of the Company.

There are no qualifications, reservations or adverse remarks
made by the Statutory Auditors in the audit report for
FY 2025-26.

The Auditors Report on the financial statements of the
Company for the financial year ended March 31, 2026
forms part of this Annual Report.

Appointment of Statutory Auditors

Consequent to completion of IPO and listing of equity shares
of the Company on the Stock Exchanges on October 16,
2025, the shareholding of Canara Bank (public sector bank)
in the Company reduced to 38% of the paid-up capital and
the Company no longer qualifies as "Government Company"
or "Government controlled other Company" Accordingly, the
provisions relating to appointment of auditors by C&AG are
no longer applicable to the Company.

In view of the same, the Board of Directors of the Company,
basis recommendation of the Audit Committee of the
Company, appointed M/s. Borkar & Muzumdar, Chartered
Accountants (Firm Registration No. 101569W) as the
Statutory Auditors of the Company in terms of Section 139
of the Act read with the Companies (Audit and Auditors)
Rules, 2014, for a term of 3 (three) consecutive years i.e. from
the conclusion of 33^rd AGM until the conclusion of 36^th AGM
of the Company, subject to approval of the members at the
ensuing AGM.

Secretarial Auditors

In terms of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and in terms of the Listing Regulations, the
Board of Directors at its meeting held on July 17, 2025 has

recommended the appointment of M/s. Makarand M. Joshi
& Co., Company Secretaries as the Secretarial Auditors of
the Company for a term of 5 (five) consecutive financial
years commencing from April 01, 2025 till March 31, 2030.
The appointment has been approved by the members of the
Company at 32^nd AGM. The Secretarial Audit Report forms
part of this Report as Annexure 3.

There were no material qualifications, reservations or adverse
comments or disclaimer made by the Secretarial Auditors in
their audit report, except there is delay in recording entries
of designated persons with the designated depository in
accordance with the SEBI Circular dated September 09,
2020. The Board commented that delay was a one-time
procedural lapse arising during the transition phase of the
Company becoming listed entity and there was no impact
on the overall compliance framework relating to insider
trading regulations. The Company has since completed
recording of entries with designated depository and has
further strengthened its internal processes to ensure timely
compliance.

Reporting of frauds by Auditors

The said Auditors of the Company have not reported any
fraud as specified under Section 143(12) of the Act.

Internal Auditors

M/s. Mukund M. Chitale & Co., were appointed as an Internal
Auditors of the Company for FY 2025-26.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
& FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of energy
and technology absorption in terms of Section 134(3)(m) of
the Act read with the Companies (Accounts) Rules, 2014 is
stated as below:

(i) Conservation of energy and technology absorption:

The Company is in financial services industry and
does not consume high levels of energy. However,
regular efforts are made to adopt appropriate energy
conservation measures and technology absorption
methods.

(ii) Foreign Exchange, earnings and expenditure during
the year:

- Earnings in foreign currency aggregated to
1,799.69 Lakhs (previous year: 1,648.66 Lakhs).

- Expenditure in foreign currency aggregated to
3012.77 Lakhs (previous year: 2,994.38 Lakhs).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes affecting the financial
position of the Company which have occurred between the
end of FY 2025-26 and the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant material orders were passed by the Regulators
or Courts or Tribunals which would impact the going concern
status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, it is hereby confirmed
that:

a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with
proper explanation relating to material departures;

b) the Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that 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 financial year and of the
profit of the Company for that period;

c) the Directors had taken proper and sufficient care
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;

d) the Directors had prepared the annual accounts on a
going concern basis;

e) the Directors, had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company is in compliance with the provisions of the
applicable Secretarial Standards issued by the Institute of
Company Secretaries of India in terms of the Act.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed to fostering a safe, respectful and
inclusive Workplace where all its Employees can work free
from discrimination, gender bias and any form of harassment,
including sexual harassment. The Company upholds a zero-
tolerance policy towards any form of sexual harassment at
the Workplace or in work-related settings. The Company
has formed a Policy on Prevention of Sexual Harassment at
Workplace, in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ("POSH Act") and the rules framed
thereunder.

The Company has constituted Internal Complaints
Committee to redress and resolve any complaints arising
under the POSH Act.

The Company had conducted the trainings on prevention of
sexual harassment of women at workplace for all employees
of the Company for FY 2025-26.

During the year, no complaints pertaining to sexual
harassment were received by the Internal Complaints
Committee.

DISCLOSURES OF VOTES CAST BY MUTUAL FUNDS

WEBSITE DISCLOSURE

CODE FOR PREVENTION OF INSIDER TRADING

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions
of the Maternity Benefits Act, 1961.

OTHER DISCLOSURES

- There was no change in the nature of the business of
the Company.

- There was no revision in the financial statements of the
Company.

- During the year, there was no receipt of any
remuneration or commission by Managing Director &
CEO of the Company from its Holding Company and
Subsidiary Company.

- The Company is not required to maintain cost records
as per Section 148(1) of the Act.

- There was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code,
2016 during the year.

- The Company has not availed any loans from banks
or financial institutions and accordingly no one-time
settlement was entered into with any bank or financial
institution during the financial year under review.

- Details of the various Committees of the Board of
Directors including their composition are provided in
the Report of the Directors on Corporate Governance,
which forms part of this report.

ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to thank
investors, members, trustee company, bankers, distributors,
key partners, Investor Service Centres and other service
providers for their continued support.

The Board of Directors takes this opportunity to place on
record their gratitude for the support and guidance received

from trustee company, confidence reposed by the investor
community and the dedicated work put in by the employees
at all levels in the Company. The Board of Directors would
like to convey its gratitude to Canara Bank and ORIX
Corporation Europe N.V., promoters of the Company.

The Board of Directors acknowledges the valuable
assistance, support and guidance given by the Securities
and Exchange Board of India, Association of Mutual Funds
of India, Reserve Bank of India, Ministry of Corporate Affairs,
Registrar of Companies, Stock Exchanges and Depositories.

The Directors also acknowledges the faith reposed in Canara
Robeco Mutual Fund by its investors and look forward to
their continued support.