ICICI Prudential Asset Management Co Ltd Directors Report

DIVIDEND

The Directors of the Company have pleasure in informing that the Company had declared interim dividends for FY2025 in accordance with the Policy for declaration and payment of dividend approved by the Board. The details of interim dividends declared for FY2025 are given hereunder:

OPERATIONS DURING THE YEAR

a. Average Assets Under Management (AUM): Average AUM of ICICI Prudential Mutual Fund as on March 31, 2025 was 9,148.78 billion. The Company also manages over 25 strategies under its portfolio management services business and 22 active funds under its Alternative Investment Funds. The Company also provides advisory services to offshore funds.

ICICI Prudential Asset Management Company Limited Corporate Identity Number: U99999DL1993PLC054135

Corporate Office: One BKC, A wing, 13^th Floor, Bandra Kurla Complex, Mumbai 400051.

Tel: +91 22 2652 5000 Fax: +91 22 2652 8100, website: www.icicipruamc.com, email id:enquiry@icicipruamc.com Central Service Office: 2nd Floor, Block B-2, Nirlon Knowledge Park, Western Express Highway, Goregaon (East), Mumbai 400 063 , Tel No.: 022 26852000, Fax No.: 022-2686 8313 Registered Office: 12th Floor, Narain Manzil, 23, Barakhamba Road, New Delhi 110 001

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

The Company undertakes various transactions with related parties in the ordinary course of business. The Company has a Board approved policy dealing with the related party transactions. All the related party transactions that were entered into during the year ended March 31, 2025, were in the ordinary course of business and at arms length.

The details of related party transactions undertaken during the year ended March 31, 2025 in terms of the Board approved framework form part of the notes to financial statements provided in this Annual Report.

DEPOSITS

During fiscal 2025, the Company has not accepted any Deposits as covered under Chapter V of the Companies Act, 2013 (the Act).

PARTICULARS OF LOAN, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, during fiscal 2025 are given in the notes to the financial statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has its Board of Directors constituted in accordance with the provisions of the Act read with the SEBI (Mutual Funds) Regulations, 1996. The Composition of Board of Directors of the Company as on March 31, 2025 is as under:

The Company had obtained the declarations from all the Independent Directors as per Section 149(6) of the Act.

Further, in compliance with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the names of all the Independent Directors on the Board of the Company are included in the databank for Independent Directors.

None of the Directors of the Company are disqualified from being appointed as the Directors as specified in Section 164 of the Act.

RETIREMENT BY ROTATION

In terms of Section 152 of the Act, Mr. Guillermo Eduardo Maldonado-Codina would retire by rotation at the forthcoming AGM and is eligible for re-appointment. Mr. Guillermo Eduardo Maldonado-Codina has offered himself for re-appointment.

KEY MANAGERIAL PERSONNEL (KMP)

In accordance with the provisions of Sections 2(51) and 203 of the Act, the following employees are KMP of the Company:

NUMBER OF MEETINGS ATTENDED BY THE BOARD OF DIRECTORS

During fiscal 2025, eight meetings of the Board of Directors were held. These meetings were held on April 18, 2024, April 29, 2024, July 17, 2024, October 16, 2024, October 28, 2024, December 5, 2024, January 18, 2025 and March 6, 2025*.

The attendance record of the Board of Directors at the Board Meetings (including the joint meeting) is as under: -

On March 6, 2025 the meeting of Board of Directors of the Company was held jointly with Board of Directors of ICICI Prudential Trust Limited.

AUDIT COMMITTEE

In accordance with Section 177 of the Act and SEBI Master Circular for Mutual Funds, the Board has constituted an Audit Committee (“the AC”).

During fiscal 2025, seven meetings of the AC and one Joint meeting of AMC AC with AC of ICICI Prudential Trust Limited were held. The composition of the AC as March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 is as under:

RISK MANAGEMENT COMMITTEE

Pursuant to provisions of SEBI Master Circular for Mutual Funds, the Board has constituted a Risk Management Committee (“the RMC”).

During fiscal 2025, four meetings of RMC were held. The composition of the RMC as on March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 is as under:

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Act, the Board has constituted the Nomination and Remuneration Committee (“the NRC”).

During fiscal 2025, two meetings of the NRC was held. The composition of the NRC as on March 31, 2025 and attendance of the members at its meeting(s) held during fiscal 2025 is as under:

INVESTMENT COMMITTEE

During fiscal 2025, four meetings of the Investment Committee were held. Th composition of the Investment Committee as on March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 is as under:

COMMITTEE OF DIRECTORS

During fiscal 2025, four meetings of the Committee of Directors were held. The composition of the Committee of Directors as on March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 is as under:

UNIT HOLDER PROTECTION COMMITTEE

Pursuant to provisions of SEBI Mutual Funds Regulations and Master Circular for Mutual Funds, the Board has constituted an Unit Holder Protection Committee (UHPC).

During fiscal 2025, four meetings of UHPC were held. The composition of the UHPC as on March 31, 2025 and attendance of the members at its meeting held during fiscal 2025 is as under:

INFORMATION TECHNOLOGY STRATEGY COMMITTEE

The AMC has constituted a Board level ITSC. The composition of the In Technology Strategy Committee (ITSC) as on March 31, 2025 and attendance of the members at its meeting held during fiscal 2025 is as under:

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with the provisions of Section 135 of Act, the Board has constituted the Corporate Social Responsibility Committee (“the CSR Committee”).

During fiscal 2025, three meetings of the CSR Committee were held. The composition of the CSR Committee as on March 31, 2025 and attendance of the members at its meetings held during fiscal 2025 are as under:

CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

In accordance with the provisions of Section 135 of the Act and rules made thereunder and relevant circulars issued from time to time by the Ministry of Corporate Affairs (MCA), the Company has adopted a Corporate Social Responsibility Policy (“CSR Policy”) which is also available on the website of the Company.

The Company has in line with the Board approved CSR Policy undertaken the CSR activities through ICICI Foundation for Inclusive Growth (ICICI Foundation). The CSR activities of the Company are focused on the areas such as sustainable livelihood through skill development, social welfare projects (including a c t ivities for armed forces), environment related including rainwater harvesting and Healthcare projects.

The Annual Report on CSR activities, in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, is enclosed herewith as Annexure A.

MEETING OF INDEPENDENT DIRECTORS

In accordance with Schedule IV of the Act, all the independent directors of the Company met once during fiscal 2025. The independent directors had at its meeting held in April 2024 reviewed the performance of Non-Independent Directors, the Board as a whole, and performance review of the Chairman of the Company and evaluation of the flow of information. The Independent Directors of the Company also considered the matters such as appointment, remuneration of the Executive Directors, Senior Management Personnel, Key Managerial Personnel and appointment of Senior Management Personnel at their meeting held in April 2024.

BOARD EVALUATION

A formal mechanism has been adopted by the Board for evaluating its performance, as well as that of its Committees and the Directors, including the Chairman of the Board. The Nomination and Remuneration Committee of the Board carried out an evaluation of the entire Board, various Committees and the individual Directors of the Company. The Independent Directors also carried out the performance evaluation of the Board as a whole, of the Chairman of the Board and other Non-Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

The performance evaluation for FY2025 was undertaken through an online survey portal. The performance of the Board was assessed on selected parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees, including assessing the quality, quantity and timeliness of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which were relevant to them in their capacity as members on the Board. The evaluation criteria for the Chairman of the Board besides the general criteria adopted for assessment of all Directors, focused incrementally on abilities in guiding the Company in key matters, understanding of the areas relevant to the Company and preservation of interest of the stakeholders. The evaluation criteria for the Committees were based on their contribution to the functioning of the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION FOR THE DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

The Company has in accordance with the provisions of Section 178 of the Act devised a framework for identifying persons who are qualified to become Directors, including the criteria such as qualifications, positive attributes and independence of a Director. In accordance with the provisions of the Act and the rules made thereunder and as per the applicable regulatory requirements, the Company has in place a Compensation Policy. The Whole-time Directors of the Company are granted stock options of the holding company i.e. ICICI Bank Limited (Bank) which is issued pursuant to the Employee Stock Option Scheme of the Bank.

The non-executive Directors of the Company other than Nominee Directors appointed by ICICI Bank Limited and Prudential Corporation Holdings Limited are paid profit related commission for each financial year, which in aggregate shall not exceed one percent per annum of the Net profits calculated in accordance with Section 198 of the Act, subject to maximum limit of Rupees Two million. The said commission is paid to each Non-Executive Director in addition to the sitting fees and reimbursement of expenses for attending the Board and/or Committee meetings.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy which provides mechanism to ensure that concerns are properly raised, appropriately investigated and addressed. The Whistle Blower Policy encourages employees to report matters without the risk of subsequent victimisation, discrimination or disadvantage. The Company recognises this mechanism as an important enabling factor in administering good governance practices. The Whistle Blower Policy of the Company is available on the website of the Company.

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

The Company has in place a Policy on prevention of Sexual Harassment at workplace (the Policy) in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. During FY2025, four complaints were received by the AMC, which were disposed off.

RISK MANAGEMENT

The Company has an independent Risk Management and Control framework. The Company on an ongoing basis performs risk identification, measurement and control evaluation with an objective to administer risk and control effectiveness. The Risk Management Committee of the AMC is responsible for overseeing the risk management framework, reviewing the key risks faced by the AMC and the schemes of the Fund, mitigation strategies, and ensuring the effectiveness of risk management policies and procedures.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

Prudential plc had on February 12, 2025, announced that it is evaluating a potential listing of the AMC involving the partial divestment of its shares in the AMC, subject to market conditions, requisite approvals and other considerations.

Pursuant to the above and subsequent to March 31, 2025, the Board of Directors had approved the following proposals:

a) Enabling initial public offering of shares of the AMC; b) Changes to the capital structure of the Company for the purpose of public offer; c) Requisite a lteration of the M emorandum o f A ssociation and A rticles o f Association.

The relevant proposals in this regard would be subject to the Shareholders approval.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant/material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE ETC.

During fiscal 2025, your Company has earned 1,060.8 million (fiscal 2024 - 629.5 million) as foreign exchange income and has incurred 52.2 million (fiscal 2024 - 46.0 million) towards foreign exchange expenditure.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of business activity of the Company, the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 relating to Conservation of Energy and Technology Absorption do not apply to the Company. The Company has, however, used information technology extensively in its operations.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The internal financial controls of the Company have been devised to promote reliable financial reporting, safeguarding of assets and prevention and detection of frauds and errors, and commensurate with the business and the operations of the Company. This provides a high degree of assurance regarding the effectiveness and efficiency operations, the reliability of financial controls and compliance with applicable laws and regulations. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically.

During the year, the Audit Committee of the Company, in co-ordination with Statutory Auditors, reviewed the adequacy of Internal Control systems within the Company. The Audit Committee o f t he C ompany also r e v iewed v a r i o u s o recommendation for improvement of business processes made by the Auditor(s) and the progress for implementation of the various audit recommendations was monitored.

AUDITORS

i. Statutory Auditors

The Members at the 27^th AGM held on July 11, 2020, had approved the appointment of M/s. Walker Chandiok & Co LLP as Statutory Auditors of your Company for a period of five years commencing from the financial year ending on March 31, 2021 upto the financial year ended on March 31, 2025.

The Audit Report issued by the Statutory Auditors for FY2025 does not contain any qualification, reservation or adverse remark on the Financial Statements.

The Board of Directors on the recommendation of Audit Committee, has approved the reappointment M/s. Walker Chandiok & Co LLP as Statutory Auditors of the Company for another period of 5 (five) years from the conclusion of ensuing 32 ^nd Annual General Meeting upto the conclusion of 37^th Annual General Meeting of the Company. The Company has received certificate under section 139(1) of the Act from M/s. Walker Chandiok & Co LLP.

The Board r ecommends t o t h e Members o f t h e Company, a p r oposal reappointment of M/s. Walker Chandiok & Co. LLP as the Statutory Auditors of the Company and the said proposal forms part of the Notice of the ensuing 32 ^nd Annual General Meeting. ii. Secretarial Auditor

Pursuant to provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Parikh & Associates, Practicing Company Secretaries as the Secretarial Auditor to undertake the Secretarial Audit of the Company for fiscal 2025. The Secretarial Audit Report is annexed herewith as Annexure B.

The Secretarial Audit Report for does not contain any qualification, reservation or adverse remark.

iii. Reporting of Frauds by Auditors

During the year under review, there were no instances of fraud reported by the statutory auditors and secretarial auditor under Section 143(12) of the Act to the Audit Committee or the Board of Directors.

COMPLIANCE WITH SECRETARIAL STANDARDS

During fiscal 2025, the Company has complied with the applicable Secretarial Standards issued by the Institute of the Company Secretaries of India in terms of the Act and approved by the Central Government.

ANNUAL RETURN

The annual return that would be filed by the Company with the Registrar of Companies in form MGT-7 can be viewedat https://www.icicipruamc.com/about-us/financials-&disclosures

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) of the Act:

1. that in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards had been followed and there are no material departures from the same;

2. that they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit and loss of the Company for that period;

3. that proper and sufficient care has been 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;

4. that the annual accounts of the Company have been prepared on a ‘going concern basis; that proper systems to ensure compliance with the provisions of all applicable laws were devised and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank all its employees for their dedicated service and firm commitment to the goals of the Company. Your Directors also wish to place on record its sincere appreciation for the wholehearted support received from registrars, custodians, bankers, legal advisors, distributors and all other business associates.

Your Directors further wish to place on record their appreciation for the support and guidance received from Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Depositories, ICICI Bank Limited and Prudential Corporation Holdings Limited.

Your Directors wish to place on record their sincere thanks to the investors and clients for their continued support and patronage.

We look forward to continued support of all these partners in progress.

For and on behalf of the Board