ICICI Prudential Asset Management Co Ltd Directors Report

TO THE MEMBERS

Your Directors have the pleasure in presenting the Thirty Third Annual Report of ICICI Prudential Asset Management Company Limited (the AMC or the Company or Your Company), being the first Annual Report post listing, together with the audited Financial Statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

The Companys financial performance for fiscal 2026, is summarized in the following table:

( In million)

Particulars	fiscal 2026	fiscal 2025
Total Income	60,009.2	49,796.7
Total Expenses	(15,940.8)	(14,466.2)
Profit before tax	44,068.4	35,330.5
Tax Expense	(11,085.8)	(8,823.9)
Profit for the year	32,982.6	26,506.6
Profit brought forward from	33,159.9	26,818.9
previous year
Other Comprehensive Income	(36.4)	(42.2)
Interim Dividend paid	(26,404.0)	(20,123.4)
Profit carried forward to next year	39,702.1	33,159.9

For the year ended March 31, 2026, your Company posted a profit for the year of 32,982.6 million as against 26,506.6 million in the previous year. Appropriations from the profit for the year have been affected as per the summary given above. For a detailed analysis of the financial performance of your Company for the year under review, refer to report on Management Discussion and Analysis.

DIVIDEND

The Directors of the Company have pleasure in informing that the Company had declared interim dividends during FY2026 in accordance with the Policy for declaration and payment of dividend approved by the Board. The details of interim dividends declared during FY2026 are given hereunder:

Record date for dividend	Rate of dividend	Total dividend amount ( in million)
April 12, 2025	330.0 per share	5,825.2
	(3,300% of the paid-
	up capital) #
July 12, 2025	35.50 per share	6,266.5
	(3,550% of the paid-
	up capital)
Record date for dividend	Rate of dividend	Total dividend amount ( in million)
October 11, 2025	39.50 per share	6,972.6
	(3,950% of the paid-
	up capital)
January 21, 2026	14.85 per share	7,339.7
	(1,485% of the paid-
	up capital)*

shares of 1 each for every one Equity Share of face value of 1 each held in the Company.

Face value of share was 10 each which had been split into face value of 1 each post April 2025.

Further, the Board of Directors of the Company, at their Meeting held on April 13, 2026, had recommended a final dividend of 12.40 per equity share i.e. at the rate of 1,240% of face value of 1 each for FY2026, to the

Members of the Company for their approval. Dividend will be payable subject to approval of Members at the ensuing Annual General Meeting (AGM) and after deduction of tax at source, as applicable to those Members whose names appear in the Register of Members as on the Record date.

The Policy for declaration and payment of dividend adoptedbytheCompany,inaccordancewiththeprovisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is available on the Companys website and can be accessed at https://www.icicipruamc. com/investor-relations/governance/policies.

TRANSFER TO RESERVES

There is no amount proposed to be transferred to the reserves. For complete details on movement in Reserves and Surplus during the financial year ended March 31, 2026, please refer to the Statement of Changes in Equity included in the Financial Statements.

REVIEW OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

. Quar terly average Assets Under Management (QAAUM): For the quarter ended March 2026, our total Mutual fund QAAUM reached to 11,047.87 billion, thereby maintaining our position as the second-largest AMC with a market share of 13.5%.

As of March 31, 2026, we continue to have the largest market share in following categories:

1) MF Active scheme with QAAUM of 9,206.15 billion having market share of 13.7%.

2) Equity schemes with QAAUM of 6,204.01 billion having market share of 14.2%.

Annual Report 2025-26 31

3) E quity-oriented hybrid schemes

2,177.97 billion, having market share of 26.7%.

For quarter ended March 2026, our Alternates

QAAUM stood at 729.95 billion, which comprises Portfolio Management Service with QAAUM of

268.27 billion rupees, Alternative Investment Fund with QAAUM of 170.33 billion and Assets under advisory with QAAUM of 291.34 billion.

b. For FY2026, our operating revenue stood at 57.65 billion, representing a growth of 23.1% year on year, also operating profit before tax which indicates the core profitability of the business is 41.71 billion signifying a growth of 28.9% year on year.

c. As of March 31, 2026, your Company has:

1) Total unique customer base of 17 million.

2) Established a wide network of 280 well- equipped offices, which includes branches in Gujarat International Financial Services Centre (IFSC) – GIFT City.

3) Permission to operate from Dubai International Financial Centre (DIFC).

4) Over 1,14,000 distributor partners.

d. Personnel: Your Company continues to place emphasis on attracting and recruiting quality manpower and takes a lot of effort in training and retaining them. The total strength of the Company at March 31, 2026 stood at 3,585 as against 3,722 at March 31, 2025.

e. During the year, the Fund had launched ten open-ended schemes which includes three equity schemes, two equity oriented exchange traded funds, three equity oriented index funds and two equity oriented domestic Fund of Funds. The Fund had also launched two Specialized Investment Funds which includes one Equity Oriented Investment Strategy and one Hybrid Investment Strategy.

MATERIAL EVENTS DURING THE YEAR

Sub division of the equity share of face value of

10 each had been split into ten equity shares of face value of 1 each;

Increase in authorised share capital of the

Company from existing 250,000,000 divided into 250,000,000 equity shares of face value of 1 each to 750,000,000 divided into 750,000,000 equity shares of face value of 1 each;

Allotment of bonus shares to the existing shareholders of the Company in the ratio of 1.8 equity shares of 1 each for every one Equity Share of face value of 1 each held in the Company;

to The C ompany completed the Initial Public

(IPO) through an offer for sale of 48,972,994 equity shares by Prudential Corporation Holdings Limited of face value of 1 each at a price of 2,165 per equity share aggregating to 106,026.5 million.

The equity shares of the Company were listed on National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on December 19, 2025.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT, REPORT OF THE DIRECTORS ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

The Company is committed to maintain the highest standards of governance. The equity shares of the Company were listed on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE) with effect from December 19, 2025. In view of the same, the report on Corporate Governance as per the SEBI Listing Regulations is presented in a separate section and forms part of the Annual Report. Certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is enclosed to the report on Corporate Governance.

In accordance with the SEBI Listing Regulations, the Management Discussion and Analysis Report forms part of this Annual Report.

Further, the Company would be adopting the process for BRSR in the current financial year. The Company has compiled the information for BRSR on best effort basis based on the available data and facts of the Company as of March 31, 2026. The BRSR along with the report on reasonable assurance of the BRSR Core for the financial year ended March 31, 2026, forms part of this Annual Report.

PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES

During the year, your Company has entered into transactions with related parties as defined under Section 2(76) of the Act read with Companies (Specification of Definitions Details) Rules, 2014, SEBI 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. The Policy on Related Party Transactions is available on the Companys website at https: //www.icicipruamc.com/investor-relations/ governance/policies.

During the year, there was no material transaction with any related parties as per the Policy on Related Party Transactions and hence, disclosure in Form AOC-2 is not applicable to the Company.

The details pertaining to related party transactions as per the applicable Accounting Standards (AS) forms part of the notes to the Financial Statements provided in this Annual Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company does not have any Subsidiary, Associates or Joint Venture Company.

DEPOSITS

During the year, your 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.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The details of loans and guarantees given, investments made or security provided, if any, during the financial year under review pursuant to Section 186 of the Act are provided in the Notes to the Financial Statements forming part of this Annual Report.

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 of 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 of the Company also reviewed various observations and recommendation for improvement of business processes made by the Auditor(s) and the progress for implementation of the various audit recommendations was monitored.

CEO/CFO CERTIFICATION

In terms of the SEBI Listing Regulations, the certification by the Managing Director & CEO and Chief Financial Officer on the Financial Statements and internal controls relating to financial reporting has been obtained.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has its Board of Directors constituted in accordance with the provisions of the Act read with SEBI (Mutual Funds) Regulations, 2026 (Mutual Funds Regulations). The composition of Board of Directors of the Company as on March 31, 2026 is as under:

Sr. No.	Name of the Director	Directors Identification Number (DIN)	Designation
1.	Mr. Sandeep	03620913	Chairman and Non-
	Batra		Executive Director
2.	Mr. Sidharatha	06524169	Non-Executive
	Mishra		Director
3.	Mr. Rajeev Mittal	03469388	Non-Executive
			(Additional) Director
4.	Mr. Dilip Karnik	06419513	Independent Director
5.	Mr. Naved	02126497	Independent Director
	Masood
6.	Ms. Preeti Reddy	07248280	Independent Director
7.	Mr. Antony Jacob	00210724	Independent Director
8.	Mr. Ved Prakash	00030839	Independent Director
	Chaturvedi
9.	Mr. Nimesh Shah	01709631	Managing Director
			and Chief Executive
			Officer
10.	Mr. Sankaran	07498176	Executive Director
	Naren

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIERCTORS

Independent Directors are appointed/re-appointed based on the recommendation of the Nomination and Remuneration Committee (NRC) and approval of the Board. Re-appointments of the Directors are made based on evaluation of their contributions to the Board.

All the Independent Directors have confirmed that they meet the criteria as mentioned under SEBI Listing Regulations and Section 149 of the Act. The maximum tenure of Independent Directors is in accordance with the Act and other applicable Regulations.

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.

Based on the declarations received from the Independent Directors, the Board is of the opinion that, all the Independent Directors fulfil the conditions specified in the Act, SEBI Listing Regulations and are independent of the Management. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Changes in the composition of the Board

Ms. Anubhuti Sanghai and Mr. Guillermo Eduardo Maldonado-Codina ceased to be the Directors on the Board of the AMC w.e.f. closing of business hours of August 6, 2025 and March 30, 2026, respectively.

Your Directors place on record their appreciation and gratitude for the contribution and guidance offered by Ms. Anubhuti Sanghai and Mr. Guillermo Eduardo Maldonado-Codina during their tenure as Director of the Company.

Mr. Sidharatha Mishra has been appointed as a Director on the Board of the AMC w.e.f. August 6, 2025.

Mr. Rajeev Mittal has been appointed as an Additional Director of the Company w.e.f. March 31, 2026 until his appointment as a Non – Executive Director on the Board of the AMC is approved by the Members of the Company. A detailed proposal in this regard forms part of the Notice convening this AGM.

Mr. Prashant Kumar has been appointed as an Additional Director of the Company w.e.f. May 1, 2026 until his appointment as Independent Director on the Board of the AMC is approved by the Members of the Company. A detailed proposal in this regard forms part of the Notice convening this AGM.

RETIREMENT BY ROTATION

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

NUMBER OF MEETINGS ATTENDED BY THE BOARD OF DIRECTORS

During the year under review, twenty-two (22) Meetings of the Board of Directors were held. The intervening gap between meetings were not more than 120 days as required under the Act and SEBI Listing Regulations. The details of the Meetings of the Board and its Committees held during FY2026 along with attendance of Directors/Committee Members thereat, composition of the Board and Committees and their terms of reference, are provided in the Corporate Governance Report, forming part of the Annual Report.

COMMITTEES OF THE BOARD

As required under the Act, SEBI Listing Regulations, Mutual Funds Regulations and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Board has constituted the following Committees: Audit Committee Risk Management Committee Corporate Social Responsibility Committee Investment Committee Nomination and Remuneration Committee

Committee of Directors

Unitholder Protection and Stakeholders

Relationship Committee

Information Technology Strategy Committee IPO Committee

BOARD EVALUATION

The Company has, with the approval of its Nomination and Remuneration Committee, put in place framework for evaluation of the Board as a Whole, the Directors, the Chairman and the Board Committees.

The performance evaluation for FY2026 was undertaken through a survey on electronic 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 of the Committees was based on assessment of the clarity with which the mandate of the Committee was defined, effective discharge of terms of reference of the Committees and assessment of effectiveness of contribution of the Committees deliberation/recommendations to the functioning/ decisions of the Board.

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

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: Mr. Nimesh Shah, Managing Director and Chief Executive Officer Mr. Sankaran Naren, Executive Director and Chief Investment Officer Mr. Naveen Kumar Agarwal, Chief Financial Officer Mr. Rakesh Shetty, Chief Compliance Officer & Company Secretary

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 which is available on Companys website at https://www.icicipruamc.com/ investor-relations/governance/policies.

EMPLOYEES STOCK OPTION SCHEME AND EMPLOYEE STOCK UNIT SCHEME

With an objective to reward the employees of the Company for their association and performance as well as to motivate the workforce seeking their contribution to the Companys growth, to attract and retain talent and to align employee interests with the Companys long-term strategic goals and value creation, the AMC has implemented:

share-based long-term incentive Scheme namely the ICICI Prudential Asset Management Company Limited - Employees Stock Option Scheme 2025 (ESOS 2025/Scheme); and performance-linked equity-based compensation scheme namely ICICI Prudential Asset Management Company Limited – Employees Stock Unit Scheme – 2026 (Unit Scheme).

ESOS 2025 was approved by the Members of the Company vide special resolution dated June 30, 2025 prior to its initial public offer (IPO) and considering that ESOS 2025 was a pre-IPO scheme, the same was ratified by the Members vide the resolution dated April 4, 2026 passed through postal ballot in terms of Regulation 12(1) of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations).

The Unit Scheme was also approved by the Members vide the resolution dated April 4, 2026 passed through postal ballot in accordance with provisions of SBEB Regulations.

ESOS 2025 and the Unit Scheme are in compliance with SBEB Regulations and can be accessed on the website of the AMC at https://www.icicipruamc.com/ investor-relations/disclosures-under-regulation-46. Further, no grants were made under these schemes during FY2026.

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. TheWhistleBlowerPolicyencouragesemployeestoreport 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.

During FY2026, no person was denied access to the Audit Committee for expressing their concerns or reporting grievances under the Whistle Blower Policy and/or vigil mechanism. The Whistle Blower Policy of the Company is available on Companys website at https: //www.icicipruamc.com/investor-relations/ governance/policies.

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 (POSH Act). 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. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act.

The details pertaining to number of complaints during FY2026 have been provided below:

Sr. No. Particulars	Count
a. Number of complaints pending at the beginning of the year	Nil
b. Number of complaints received during the year	3
c. Number of complaints disposed during the year	3
d. Number of complaints pending at the end of the year	Nil
e. Number of complaints pending for more than 90 days	Nil

COMPLIANCE ON MATERNITY BENEFIT ACT, 1961

The Company is compliant with respect to the applicable provisions mandated under the Maternity Benefit Act, 1961.

RISK MANAGEMENT

The Company employs a structured approach to risk identification and management across its operations, with a comprehensive risk management framework that clearly defines responsibilities at all management levels. Inherent risks are regularly reassessed, monitored, and reported to management, while mitigation strategies are developed based on the likelihood and impact of each risk. The Company periodically reviews emerging risks, ensuring timely implementation of effective controls.

Additionally, the Company has established a Risk Management Policy that outlines a framework based on the three lines of defense model, ensuring uniform application of risk management processes. This Policy defines the objectives and elements of risk management, establishes an independent Risk Management department led by the Chief Risk Officer (CRO) and clarifies the roles and responsibilities of all functional heads (CXOs) in risk management, reinforcing the Companys commitment to effective governance.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.

Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the Members of the Company. Any Member interested in obtaining such information may address their email to amcinvestors@icicipruamc.com.

GENERAL

The Directors of the Company state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability of these matters during the year under review: No change in nature of business of the Company. No Issue of equity shares with differential rights as to dividend, voting or otherwise.

No Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

The Whole-time Directors of the Company did not receive any other remuneration or commission from any of its subsidiaries or holding company except for employee stock options (ESOP) grants from ICICI Bank Limited i.e. holding company and cost of such ESOPs was borne by the Company.

Disclosures pertaining to maintenance of cost records as specified by the Central Government under sub section (1) of section 148 of the Act, is not applicable to the Company.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. There is no application made/proceeding pending under the Insolvency and Bankruptcy Code, 2016. There were no borrowings from Banks or Financial Institutions and no instance of one-time settlement with any Bank or Financial Institutions.

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

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report.

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 concernstatusoftheCompanyanditsoperationsinfuture.

FOREIGN EXCHANGE EARNINGS AND EXPENDITURE ETC.

During fiscal 2026, your Company has earned 1,036.1 million (fiscal 2025 - 1,060.8 million) as foreign exchange income and has incurred 188.5 million (fiscal 2025 - 52.2 million) towards foreign exchange expenditure.

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. The particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to the Companys activities.

However, some of the steps taken by the Company in this regard forms part of the Business Responsibility Sustainability Report.

AUDITORS

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP (FRN: 001076N/N500013) were re-appointed as the Statutory Auditors of the Company for second term of 5 (five) consecutive years, at the 32 nd AGM held on June 4, 2025. The Statutory Auditors have confirmed that they are not disqualified from continuing as the Auditors of the Company. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the Financial Statements referred in the Auditors Report are self explanatory and do not call for any further comments.

SECRETARIAL AUDITOR

In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Parikh & Associates, Practicing Company Secretaries (Firm Unique Code - P1988MH009800), to conduct the Secretarial Audit for the financial year ended March 31, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026, is enclosed as Annexure A to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remark.

Further, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, obtained from Parikh

& Associates, Secretarial Auditor, is available on the website of the Company and can be accessed at https:// www.icicipruamc.com/investor-relations/disclosu res-under-regulation-46.

Pursuant to the provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act read with the Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee and the Board of Directors of the Company, have approved and recommended for approval of the Members, the appointment of Parikh & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five consecutive years from FY2027 till FY2031.

A detailed proposal for appointment of Secretarial Auditor forms part of the Notice convening this AGM.

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 2026, 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 viewed athttps://www.icicipruamc.com/investor-relations/ annual-reports.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Act and Rules made thereunder, the Board of Directors of the Company have a Corporate Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the CSR activities to be undertaken by the Company, which has been approved by the Board. The CSR Policy is available on the Companys website at https://www.icicipruamc.com/corporate-socia l-responsibility.

During FY2026, the Company spent 521.66 million on various CSR projects. The annual report on CSR activities for FY2026 as per the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended is enclosed as Annexure B to the Boards Report.

UNCLAIMED DIVIDEND ON SHARES

As at March 31, 2026, unclaimed dividend amounting to 0.4 million which has not been claimed by equity shareholders of the Company is lying in the respective Unpaid Dividend Accounts of the Company.

The Company has disclosed the statement containing the names, last known addresses of those equity shareholders whose dividend is unpaid on the Companys website at https://www.icicipruamc.com/investor-relations.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of Section 134(3)(c) and Section 134(5) of the Act:

(i) that in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures from the same;

(ii) 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, 2026, and of the profit and loss of the Company for that period;

(iii) 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;

(iv) that the annual accounts of the Company have been prepared on a going concern basis;

(v) int ernal financial controls have been laid down followed by the Company and such internal financial controls are adequate and operating effectively; and

(vi) 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 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 also wish to place on record their sincere thanks to the book running lead managers, legal advisors, registrars and various intermediaries involved in the process of Initial Public offering of the equity shares of the Company.

Yourbe 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, Ministry of Corporate Affairs, Stock Exchanges, Depositories, Association of Mutual Funds in India, Association of Portfolio Managers in India, Indian Venture and Alternate Capital Association, 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

Sandeep Batra

May 21, 2026 Chairman Mumbai DIN: 03620913