SBI Funds Management Ltd Directors Report

To

The Members

The Directors of SBI Funds Management Limited (SBIFM / the Company) are pleased to present the 34 th Annual Report along with the audited accounts for the year ended March 31, 2026.

1. Financial Highlights

The financial performance of the Company on both standalone and consolidated basis for the financial year ending March 31, 2026 is summarized as under:

( I in million)

	Standalone		Consolidated
Particulars	Reporting	Previous Year	Reporting	Previous
	Year 2025-26	2024-25	Year 2025-26	Year 2024-25
Total Income	49,701.28	42,321.76	49,761.06	42,361.51
Profit before tax	40,029.15	33,697.71	40,054.90	33,643.38
Add: Share of profit from associates	-	-	143.21	146.21
Less: Provision for tax	9,516.54	8,383.12	9,524.35	8,388.05
Profit for the period	30,512.61	25,314.59	30,673.76	25,401.54

2. Dividend

The Board of Directors of the Company declared a special interim dividend of I 35,618.23 million @ I 70/- per equity share (pre-bonus) on November 10, 2025 and an interim dividend of I 19,553.54 million @ I 9.60/- per equity share (post-Bonus) on March 23, 2026 [previous year, I 11,180.59 million @ I 22.00/- per equity share (pre-Bonus)].

3. Transfer to General Reserves

A sum of I 50 million (previous year I 50 million) has been transferred from the Statement of Profit and Loss to the General Reserve of the Company during the reporting year.

4. Alteration of Memorandum of Association (MOA) and Alteration of Articles of Association (AOA)

4.1. Memorandum of Association (MOA):

During the year under review, Clause V of the MOA was amended to reflect the increase in the authorized share capital of the Company from I 525,000,000 divided into 525,000,000 Equity Shares of face value of I 1 each to I 2,100,000,000 divided into 2,100,000,000 Equity Shares of face value of I 1 each.

4.2. Articles of Association (AOA):

During the year under review, pursuant to proposed initial public offer of the Company and a special resolution passed at the Extra-Ordinary General Meeting on February 23, 2026, AOA was amended to align the AOA with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and the requirements prescribed by stock exchanges where Equity shares of the Company are proposed to be listed.

5. Capital Structure

On December 19, 2025, the Company had allotted 1,526,495,460 bonus equity shares of I 1/- each (fully paid up) in the proportion of 3 bonus equity shares for every 1 fully paid up equity share to eligible shareholders whose names appeared in the register of members / statement of beneficial owner as on December 18, 2025, being the record date fixed for this purpose, based on the approval of the shareholders of the Company at the Twenty-Fourth Extra-Ordinary General Meeting held on December 9, 2025 by capitalization of an aggregate amount of I 1,526.50 million standing to share premium account. The said bonus equity shares rank pari passu in all respects with the existing equity shares of the Company.

During the year (FY 2025-2026) under review, 2,123,601 number of equity shares (post-bonus) with Face Value of I 1 each (previous year 1,868,925 number of equity shares (adjusted for bonus issue) with Face Value of I 1 each) were allotted to the employees on account of exercising their vested options under Employees Stock Options Scheme of the Company.

The total paid up value of equity shares (Face Value I 1 each) outstanding as on March 31, 2026 was I 2,036.83 million (post-Bonus) as against I 508.21 million (pre-Bonus) as on March 31, 2025 on a standalone basis.

The net worth of the Company stood at I 59,016.66 million on a standalone basis as at the end of March 31, 2026 and I 82,822.73 million as at the end of March 31, 2025.

6. Review of Subsidiaries, Associate and Joint Venture

6.1. Subsidiaries:

6.1.1. The Company has a wholly owned subsidiary namely, SBI Funds Management (International) Private Limited, incorporated in Mauritius in January 2006 that provides investment management services to the offshore funds including, SBI Resurgent India Opportunities Fund (SBI RIOF) and SBI India Opportunities Fund (SBI IOF). During the year, SBI Funds Management (International) Private Limited declared and paid a dividend amounting to I 86.74 million (USD 0.93 million) [previous year, I 69.39 million (USD 0.80 million)].

6.1.2. The Company has a wholly owned subsidiary namely, SBI Funds International (IFSC) Limited, incorporated in GIFT City, Gandhinagar in February 2024 which provides investment management services in GIFT City. SBI Funds International (IFSC) Limited has incurred an operating loss of I 42.95 million during the year ended on March 31, 2026 (previous year, I 31.78 million). being under set-up/growth phase.

6.1.3. In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, a report on the performance and financial position of the subsidiaries is provided in Form AOC-1 appended as Part A of Annexure-I hereto. The Annual Reports of the subsidiaries are available on our website www.sbifunds.com

6.2.Associate Company:

The Company holds 20% stake in SBI Pension Funds Private Limited which has been appointed as a pension fund manager by the Pension Fund Regulatory and Development Authority (PFRDA) to provide services to all citizens of India to open and operate their National Pension System account. A statement containing the salient features of the financial statements of the Associate is provided in Form AOC-1 appended as Part-B of Annexure I hereto.

6.3. Joint Venture Company:

The Company does not have any Joint Venture Company.

7. Regulatory Developments

7.1. Mutual Fund Industry

7.1.1. SEBI has notified the SEBI (Mutual Funds) Regulations, 2026 which are effective from April 1, 2026 in supersession of the SEBI (Mutual Funds) Regulations, 1996. Further, SEBI has updated and issued the revised Master Circular for Mutual Funds dated March 20, 2026 along with all the Annexures and formats in line with the SEBI (Mutual Funds) Regulations, 2026.

7.1.2. SEBI has revised the provisions pertaining to Categorization and Rationalization of Mutual Fund schemes by reclassifying schemes into five categories, viz, Equity, Debt, Hybrid, Life Cycle Funds and Other Schemes (Fund-of-Funds and Passive schemes). It has also enhanced the norms for portfolio overlapping and has mandated alignment of the existing schemes with these new provisions.

7.1.3. SEBI has reclassified REITs as equity related instruments and has issued norms pertaining to the same.

7.1.4.SEBI has revised the incentive structure for mutual fund distributors to encourage onboarding of new individual investors, particularly from B-30 cities at MF industry level and New women individual investors from both Top 30 and B-30 cities. AMCs shall pay additional commission to distributors for onboarding eligible new investors (new PAN) as specified in the circular.

7.1.5. SEBI has directed to prominently disclose the registered name and registration number on the home page of the social media platforms as well as at the beginning of each of the videos/content related to securities market uploaded by the SEBI-regulated entities and their agents.

7.1.6. SEBI has introduced a voluntary lock-in / debit freeze facility to promote digital security of units of Mutual Fund investors.

7.1.7. SEBI in order to protect the rights and dignity of persons with disabilities and ensure their full and effective participation in securities market, has mandated that all Digital Platforms of Registered Entities (REs) shall be compliant with the provisions of the Rights of Persons with Disabilities Act, 2016.

7.1.8. SEBI has done away with the provision allowing AMCs to pay transaction charges to mutual fund distributors for bringing in a minimum subscription of I 10,000 considering that distributors as agents of AMCs are entitled to be remunerated by the AMCs.

7.2. Alternative Investment Funds (AIF)

7.2.1. SEBI has issued a framework for AIFs to make co-investment within the AIF structure and has permitted Category-I and Category-II AIFs to offer co-investment facility to accredited investors by launching a separate co-investment scheme (CIV scheme) within SEBI AIF Regulations in addition to the co-investment currently being facilitated to investors of AIFs through Co-investment Portfolio Managers under SEBI (Portfolio Managers) Regulations, 2020 (PMS route).

7.2.2. SEBI has introduced the Certification requirement for Compliance Officers of Managers of AIFs. Compliance Officers of Manager of an AIF must pass the NISM Series–III–C: Securities Intermediaries Compliance (Fund) Certification Examination.

7.2.3. SEBI has mandated uploading of NAVs of AIF schemes through RTA in the depository system.

8. Business Performance during the year

8.1. SBI Mutual Fund (SBI MF / the Fund House) grew by 16.59% in terms of quarterly average AUM on a year-on-year basis in FY 2026. Our average AUM grew by

I 1,780.49 billion in absolute terms during the year. SBI MF has maintained its leadership position for the sixth consecutive year and top rank in the industry in terms of the average AUM during the year. SBI MF was the first mutual fund house to cross an AUM of I 12,000 billion cementing our leadership position. We have also added 5.30 million new investors in this financial year.

8.2. The Key Performance Indicators (KPIs) of the company are as below :

Sr			Reporting Year	Reporting Year
		Unit
No.	KPI Parameters		2025-26	2024-25
	Operational KPIs
1	Total QAAUM	I billion	29,461.05	26,275.83
2	Total MF QAAUM	I billion	12,509.98	10,729.49
3	QAAUM - Equity oriented	I billion	5,782.77	4,947.75
4	QAAUM - Fixed Income	I billion	1,712.76	1,468.55
5	QAAUM - Liquid	I billion	959.19	896.33
6	QAAUM - Passives	I billion	4,055.26	3,416.86
7	Active MF QAAUM	I billion	8,454.72	7,312.63
8	MF MAAUM - Investor wise (Individual)	I billion	5,818.20	5,163.07
9	MF MAAUM - Investor wise (Corporates & Others)	I billion	6,331.12	5,456.82
10	MF MAAUM - T30	I billion	9,376.55	8,172.80
11	MF MAAUM - B30	I billion	2,772.77	2,447.09
12	PMS & Advisory QAAUM	I billion	16,878.99	15,489.86
13	AIF QAAUM	I billion	65.65	50.76
14	MF SIP (Triggered Monthly Flow) (AUM)	I billion	40.59	32.52
15	MF SIP (Triggered Monthly Transactions) (Nos)	million	17.27	13.67
16	Unique investors	million	18.00	14.67
	GAAP Financial KPIs
17	Revenue from operations	I million	43,894.88	35,977.57
18	Total Income	I million	49,761.06	42,361.51
19	Profit before tax	I million	40,054.90	33,643.38
20	Profit after tax	I million	30,673.76	25,401.54
	Non-GAAP Financial KPIs
21	Operating margin	%	0.27%	0.25%
22	Operating margin (excluding passives)	%	0.37%	0.35%
23	Return on Equity	%	43.02%	33.77%

*Source - AMFI

8.3. SBIFM is the largest AMC in terms of passive (ETF and Index Fund) QAAUM, with assets of I 4,055.26 billion and a market share of 27.93% for the quarter ending March 31, 2026 (I 3,416.86 billion quarter ending

March 31, 2025).

8.4. SBI Mutual Fund launched ten New Fund Offers (NFOs) during the year which include three ETF funds, three Index funds, one open-ended equity fund, two Fund-of-Funds and one Specialized Investment Fund (SIF). The total NFO mobilization was I 65.60 billion from more than 0.23 million applicants. Our NFO, an open-ended equity fund namely, SBI Quality Fund, mobilized I 22.58 billion.

8.5. SBI Mutual Fund – Schemes Performance: As on March 31, 2026, under the one-year return category under direct plan:

• 63% of our equity funds AUM, 33% of debt funds AUM were in the top two quartiles.

• Our equity funds namely SBI Focused Equity Fund, SBI Large and Midcap Fund, SBI US Specific Equity Active FOF, SBI Automotive Opportunities Fund, SBI Comma Fund, SBI PSU Fund, SBI Quant Fund, SBI Children Fund - Investment Plan, SBI Balanced Advantage Fund, SBI Equity Savings Fund were in the top quartile.

• In the fixed income category, SBI Gilt Fund and SBI Conservative Hybrid Fund were in the first quartile.

We have products available across all the open-ended SEBI defined categories. We may launch new funds across differentiated themes as well as under the passive categories.

8.6. Systematic Investment Plans (SIPs) have played a key role in the growth of mutual fund industry, ensuring stickiness and building long term relationships. The monthly SIP trigger of SBI MF showed a growth of 8% year-on-year.

8.7. The concept of Net Promoter Score (NPS) which was introduced in FY23 to measure Customer Experience continues to give an overall positive trend. The Average Annual NPS for investor facing channels [Contact Centre & Digital (website & InvesTap)] closed at an NPS score of ~73 in FY 2025-26 v/s. ~ 60 in FY 2024-25. This results in positive brand perception amidst growth in business.

8.8. Apart from the mutual fund activity, the company is also in the business of Portfolio Management / Advisory services (including Retail PMS), Alternative Investment Funds, Offshore Funds, Corporate Debt Market Development Fund (CDMDF) and Magnum SIF - Specialized Investment Fund. Investment management services are also provided from our wholly owned subsidiary based in Gift City (IFSC). The business parameters of the services other than mutual fund are as under:

( I in billion)

	Reporting Year	Previous Year
Particulars
	2025-26*	2024-25*
PMS & Advisory	16,878.99	15,489.86
QAAUM
AIF QAAUM	65.65	50.76

8.9. Overall, along with growth in the business, the Company managed total assets of I 29,461.05 billion as on March 31, 2026 (I 26,275.83 billion as on March 31, 2025).

9. Distribution Network

The Company works with a diverse set of distribution partners and currently has about 132,519 [as on March 31, 2026] empanelled distributors which include mutual fund distributors, national distributors, banks (nationalized and private sector banks), investment advisers and fintech firms. We have 277 branches spread across India and 1 overseas Point of Presence in Dubai, UAE.

10. Digital Initiatives and activities during the year

The Company has achieved I 1,18,752 crore Digital

Gross Sales under retail investors category in FY26. Digital channels now handle around 72 percent of our transaction value and 95 percent of our transaction volume of retail gross sales. This growth underlines the significance of our digital platforms to our business. The following digital initiatives have strengthened our digital ecosystem and set the stage for continued progress next year.

a) YONO App & Web:

• Integrated Mutual Fund journeys on both YONO App and Web enhancing the user experience

- Better discoverability of MF by having 5 entry points on the home screen

- Direct Investment Valuation – Now the user can view their Direct investments after providing the consent

- Seamless transactions by integrating the journeys with SBIMF directly

- Top-up SIP is now made available to the YONO users

b) InvesTap Nxt

• Launched InvesTap Nxt – an AI powered Smart Assistant for B2C investors

- AI Powered Chat Assistant to answer all queries related to Mutual Fund

- Integration with Account Aggregator to show complete financial profile of investor including stocks, MFs across AMCs, ETFs, bank account balances, FD/RD

- Portfolio insights – provides a 360 view of all your investments using Account aggregator integration

- Feature like Compare Funds, calculators, Investment through any bank account of the investors

- Added SIF transactional capabilities

c) Darpan App

• Launched Darpan App for SBIMF Relationship Managers

- Provision to view Business dashboard on the app

- RMs can now easily log and track meetings in the planner section

- Provision to add favourite investors in journey for quicker access and better engagement

d) Corporate Portal

• Launched the new Corporate Portal for institutional investors

e) B2C New Feature launches

• The following assets were launched / Upgraded this year

- Launched SIF portal for investments in SIF

- Launched the new ETF portal for investments in ETF schemes

- Created new webpage for CSR which details out on SBIMFs CSR initiatives.

- Revamped Blogs page UI/UX to improve SEO performance

- Added new Investor Relation webpage for IPO related and company related regulatory disclosures

• Integrated payment facilities like Dynamic QR and intent flow for UPI payments

• Enhanced the KYC journeys with Digi locker-based integration

• Investeasy now has ability to complete all types of initiated transactions

f) B2B Partner Facing Assets

• Integrated Mitra – CBS to facilitate end to end digital investments through the core banking system of SBI.

• Built various features to increase distributor engagement on partner platforms

- On-screen Signature Capture: Users can provide their signature directly on-screen during the KYC journey, eliminating the need to scan or upload a separate signature document.

- Smart allocation of funds for investors based on their risk profiling

- Added multilingual capabilities - MFDs can now access the SBIMF Partner App in Hindi as well

- Introduced in-app campaign feature to engage investors via Invest Easy

11. Change in Nature of Business

There was no change in the nature of business during the year.

12. Material Changes and Commitments, if any affecting the Financial Position of the Company which have occurred in between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

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

13. Corporate Social Responsibility (CSR)

The objective of the CSR policy adopted by the Company is to work towards social welfare and strengthen the Companys bond with the community at large. Its emphasis is on assisting groups belonging to the socially and economically disadvantaged sections of society by providing avenues for improvement of their economic condition and wellbeing. The CSR activities are undertaken through the Registered Trusts / Society / Foundations / NGOs / Charitable Institutions registered as Societies or Public Charitable Trusts or a Company established under section 8 of the Companies Act, 2013.

In accordance with the provisions of Section 135 of the Companies Act 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, a Corporate Social Responsibility (CSR) Committee, constituting the Directors of the Company, takes decisions regarding the activities to be undertaken, expenditure to be incurred, and monitors the performance of the CSR activities undertaken by the Company. During the year, 5 meetings of the Corporate Social Responsibility Committee of Directors were held on May 15, June 03, July 17, October 17 of 2025, January 27, 2026.

The Annual Report on CSR activities is annexed as Annexure II and forms part of the Directors Report.

14. Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

14.1 Conservation of Energy and Technology Absorption:

Our Company is in the 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.

14.2 Foreign Exchange Earnings and Outgo:

a) Foreign Exchange Earnings: The Company earned

I 1,066.22 million (PY I 1,051.43 million) in foreign exchange as portfolio management fees. The Company received dividend of I 86.74 million (PY I 69.39 million) from its wholly owned subsidiary company based in Mauritius.

b) Foreign Exchange Outgo: The Company incurred expenses in foreign exchange on account of salary, business promotion and other administrative expenses amounting to I 211.81 million (PY I 153.11 million). The Company distributed interim dividend of I 20,054 million (PY I 4,070 million) to its non-resident shareholder (Amundi India Holding).

15. Risk Management System

The Company has in place a Risk Management Policy duly approved by the Risk Management Committee of the Board and the Board of Directors. An Enterprise Risk approach is followed, and the Policy covers Investment Risk, Operational Risk, Reputation Risk, Cyber Risk, Financial Risk etc. The Enterprise Risk control framework, escalation, and monitoring mechanism is outlined in the Policy and is in place within the Company. We follow the Risk Control Self-Assessment approach for identification of risks and the same is duly escalated to the Risk Management Committee of the Board. Key risk indicators have been defined for risk measurement and the same are duly monitored.

16. Information Security

The Company has adopted digital strategies to achieve business growth as well as to offer clients a seamless customer experience. A dedicated information security team works towards managing the confidentiality, integrity, and availability of data across organization processes, covering all the people involved and securing all the applications and systems continuously. The IT and cyber security strategies are guided by the Technology Committee of the Board .The Company has a continuous view on the emerging threat landscape and continues to invest in robust technology solutions.

Cyber security awareness and training of employees is conducted through various initiatives such as advisories issued by the Info-Sec team, mock phishing campaigns, recognition of employees who have been good cyber citizens, etc. Information Security Training is mandatory for all new joiners, and every employee undergoes an annual refresher training. We have also enhanced the monitoring over critical vendors and shall continue to monitor the evolving threat landscape in order to adapt our security strategies with emerging threats.

17. Internal Financial Controls

The Company has put in place adequate internal control systems that are commensurate with the size of its operations. Internal control systems comprising policies and procedures are designed to ensure sound management of the Companys operations, safekeeping of its assets, optimal utilisation of resources, reliability of its financial information, and compliance. Clearly defined roles and responsibilities have been institutionalised, and systems and procedures are periodically reviewed to keep pace with the growing size and complexity of the Companys operations. During the year, these controls were tested and were found to be operating effectively.

18. Loans, Guarantees or Investments

a) The Company has given not given any loan, guarantees or securities in respect of the provisions of Sections 185 and 186 of the Companies Act, 2013.

b) All the investments made by the Company are within the limits specified under Section 186 of the Companies Act, 2013. All investible funds of the Company, being surplus generated from business of investment management, is invested in accordance with Investment Policy approved by the Investment Committee and the Board of Directors of the Company. The details of investments made during the financial year under review pursuant to Section 186 of the Companies Act, 2013 are provided in the Notes to the Financial Statements forming part of the Annual Report.

19. Deposits

The Company has neither accepted deposits from the public nor from the members of the Company falling within the ambit of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Further, the Company has not accepted any funds from the director(s) of the company during the financial year under review.

20. Related Party Transactions

All related party transactions entered into by the Company during the financial year were on arms length basis and in the ordinary course of business of the Company. Further, there were no material contracts or arrangements or transactions entered into with related parties during the year ended March 31, 2026. Hence, disclosure in Form AOC-2 is not applicable to the Company.

The details of all related party transactions have been placed before the Audit Committee of the Board and are provided in Note no. 44 to the Standalone Financial Statements of the Company.

21. Directors

21.1. During the year under review and till the date of this Report, the following changes took place in the Board of Directors of the Company: a) Dr. Hemant Ratnakar Adarkar (DIN*: 03127893) was appointed as Independent Director with effect from August 29, 2025.

b) Mr. Colathur Narayanan Ram (DIN*: 00211906) ceased to be Independent Director with effect from September 07, 2025.

c) Mr. Sanjay Prakash (DIN*: 00005601) was appointed as Independent Director with effect from October 23, 2025.

d) Dr. T. T. Ram Mohan (DIN*: 00008651) ceased to be Independent Director with effect from December 05, 2025.

e) Mr. Fathi Jerfel (DIN*: 05225974) ceased to be a Non-Executive Director with effect from

February 23, 2026. Consequently, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles (DIN*: 08716335) ceased to be Alternate Director to Mr. Fathi Jerfel with effect from February 23, 2026.

f) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles (DIN*: 08716335) was appointed as Executive Director with effect February 23, 2026 and was the Deputy Chief Executive Officer with effect from March 7, 2020.

The Board placed on record its appreciation of the valuable contribution made by Mr. Ram Narayanan Colathur, Dr. T. T. Ram Mohan and Mr. Fathi Jerfel during their tenure and welcomed Dr. Hemant Ratnakar Adarkar, Mr. Sanjay Prakash and Mr. Denys Charles Jean Marie Fougeroux De Campigneulles on the Board of the Company.

(*) DIN – Directors Identification Number

21.2. The following officials are classified as KMP of the Company as per Section 203 of the Companies Act, 2013:

NAME	DESIGNATION
Mr. Nand Kishore	Managing Director and Chief Executive Officer
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles #	Executive Director and Deputy Chief Executive Officer
Mr. D.P. Singh*	Joint Chief Executive Officer
Ms. Vinaya Datar*	Chief Compliance Officer, Company Secretary and Head Legal
Mr. Inderjeet Ghuliani	Chief Financial Officer

(*) Change in designation with effect from February 16, 2026.

( # ) Appointed as an Executive Director of the Company with effect from February 23, 2026

21.3. Meetings of the Board of Directors:

During the year under review, fifteen (15) meetings of the Board of Directors were held on following dates: April 21, May 17, May 31, June 23, July 21, August 29, September 26, October 23, November 10, December 06 of 2025 and January 27, February 16, March 04, March 18 and March 23 of 2026.

The attendance of each director at the meetings of the Board of Directors was as under:

			Number of
Name of the Director	DIN ^	Category of Director
			meetings attended
Mr. Challa Sreenivasulu Setty	08335249	Associate	15
Mr. Nand Kishore	10237736	Managing Director & CEO	15
Mr. Ashwini Kumar Tewari	08797991	Associate	14
Mr. Fathi Jerfel*	05225974	Associate	7 @
Mr. Denys Charles Jean Marie Fougeroux De	08716335	Alternate Director to Mr.	5 #
Campigneulles		Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De	08716335	Executive Director &	3
Campigneulles**		Deputy CEO
Mr. Olivier Philippe Marie	10449060	Associate	12
Mr. Colathur Narayanan Ram*	00211906	Independent	5
Dr. T. T. Ram Mohan*	00008651	Independent	9
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	15
Ms. Sudha Krishnan	02885630	Independent	14
Mr. Shekhar Bhatnagar	01865541	Independent	15
Dr. Hemant Ratnakar Adarkar**	03127893	Independent	9
Mr. Sanjay Prakash**	00005601	Independent	7

( ^ ) DIN – Directors Identification Number

( # ) Attended as an Alternate Director to Mr. Fathi Jerfel up to February 22, 2026

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles (*) Resigned/ceased to be director during the period under review as specified in Para 21.1 above (**) Appointed during the period under review as specified in Para 21.1 above

21.4. Joint Meeting of the Board of Directors of the AMC and the Trustee Company

The Board of Directors of SBI Funds Management Limited (AMC) and the SBI Mutual Fund Trustee Company Private Limited (Trustee Company) met once during the year on September 4, 2025 as per Para 6.7E of SEBI Master Circular for Mutual Funds dated June 27, 2024, which requires that the Board of Directors of the AMC and the Board of Directors of the Trustee Company shall meet at least once in a year to discuss the issues concerning the Mutual Fund, if any, and future course of action, wherever required.

The attendance of each member at the joint meeting of the Board of AMC and the Trustee Company was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Present from AMC Board:
Mr. Challa Sreenivasulu Setty	08335249	Associate	1
Mr. Nand Kishore	10237736	Managing	1
		Director & CEO
Mr. Ashwini Kumar Tewari	08797991	Associate	1
Mr. Fathi Jerfel	05225974	Associate	1
Mr. Olivier Philippe Marie	10449060	Associate	1
Mr. Colathur Narayanan Ram	00211906	Independent	1
Dr. T. T. Ram Mohan	00008651	Independent	1
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	1
Ms. Sudha Krishnan	02885630	Independent	1
Mr. Shekhar Bhatnagar	01865541	Independent	1
Dr. Hemant Ratnakar Adarkar	03127893	Independent	1
Present from Trustee Company Board:
Mr. Sunil Gulati	00016990	Independent	1
Dr. Archana Hingorani	00028037	Independent	1
Mr. Amarjit Chopra	00043355	Independent	1
Mr. P. B. Santhanakrishnan	03213653	Associate	1
Mr. Ashutosh Khajuria	05154975	Independent	1
Mr. Achal Kumar Gupta	02192183	Associate	1

( ^ ) DIN – Directors Identification Number

21.5. Committee of Directors:

During the year under review, four (4) meetings of the Committee of Directors were held on following dates: April 17, July 17, October 23 of 2025 and January 22 of 2026.

The attendance of each member at the meetings of the Committee of Directors was as under:

Name of the Director	DIN ^	Category of Director	Number of meetings
			attended
Mr. Nand Kishore	10237736	Managing Director	4
		& CEO
Mr. Ashwini Kumar Tewari	08797991	Associate	4
Mr. Fathi Jerfel**	05225974	Associate	0 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles**	08716335	Alternate Director	4 #
		to Mr. Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Executive Director &	-
		Deputy CEO
Dr. T. T. Ram Mohan**	00008651	Independent	2
Mr. Colathur Narayanan Ram**	00211906	Independent	2
Mr. Shekhar Bhatnagar	01865541	Independent	4
Dr. Hemant Ratnakar Adarkar $	03127893	Independent	2
Mr. Sanjay Prakash ^^	00005601	Independent	1

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles ( # ) Attended as an Alternate Director to Mr. Fathi M Jerfel

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Executive Director & Deputy CEO of the Company with effect from February 23, 2026 and inducted on the Committee of Directors w.e.f. March 03, 2026 ( $ ) Inducted on the Committee w.e.f. September 26, 2025 ( ^^ ) Inducted on the Committee w.e.f. December 06, 2025

21.6. Audit Committee of Directors:

The Audit Committee reviews the reports of internal and statutory auditors placed before them from time to time. The Audit Committee of Directors met thirteen (13) times during the year on: April 21, May 17, June 23, July 21, August 28, September 26, October 23, December 06, of 2025, and on January 27, February 16, March 04, March 18 and March 23 of 2026. All the meetings of the Audit Committee were chaired by an Independent Director who is a Chartered Accountant.

The attendance of each member at the meetings of the Audit Committee was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	13
Mrs. Sudha Krishnan	02885630	Independent	13
Dr. T. T. Ram Mohan*	00008651	Independent	7
Mr. Sanjay Prakash #	00005601	Independent	5
Mr. Fathi Jerfel*	05225974	Associate	0

( ^ ) DIN – Directors Identification Number

(*) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above ( # ) Inducted on the Committee w.e.f. December 06, 2025

21.7. Joint Meeting of Audit Committees of AMC & Trustee Company

The Audit Committee of Directors of SBI Funds Management Limited (AMC) and the SBI Mutual Fund Trustee Company Private Limited (Trustee Company) met twice during the year on July 18, 2025 and March 16, 2026, as per Para 6.1 of SEBI Master Circular for Mutual Funds dated June 27, 2024, which requires that the Audit Committee of AMC should interact with the Audit Committee of the Trustee Company at least once annually.

The attendance of each member at the joint meeting of the Audit Committees of the AMC and Trustee Company was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Present from Audit Committee of AMC:
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	2
Ms. Sudha Krishnan	02885630	Independent	2
Dr. T. T. Ram Mohan*	00008651	Independent	1
Mr. Sanjay Prakash #	00005601	Independent	1
Mr. Fathi Jerfel	05225974	Associate	0
Present from Audit Committee of Trustee Company:
Mr. Amarjit Chopra	00043355	Independent	2
Mr. Ashutosh Khajuria $	05154975	Independent	1
Mr. P. B. Santhanakrishnan**	03213653	Associate	1
Mr. Achal Kumar Gupta	02192183	Associate	2

( ^ ) DIN – Directors Identification Number

(*) Resigned/ceased to be director during the period under review as specified in Para 21.1 above (**) Resigned/ceased to be Director w.e.f. October 10, 2025 ( # ) Inducted on the Committee w.e.f. December 06, 2025 ( $ ) Inducted on the Committee w.e.f. December 09, 2025

21.8. Risk Management Committee of Directors:

During the year under review, four (4) meetings of the Risk Management Committee of Directors were held on April 17, July 17 and October 17 of 2025, and January 27, 2026.

The attendance of each Director at the meetings of the Risk Management Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Nand Kishore	10237736	Managing	4
		Director & CEO
Mr. Fathi Jerfel**	05225974	Associate	0 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles**	08716335	Alternate Director	4 #
		to Mr. Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Executive Director	-
		& Deputy CEO
Mr. Colathur Narayanan Ram**	00211906	Independent	2
Dr. T. T. Ram Mohan**	00008651	Independent	2
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	4
Dr. Hemant Ratnakar Adarkar $	03127893	Independent	2
Mr. Sanjay Prakash ^^	00005601	Independent	1

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles ( # ) Attended as an Alternate Director to Mr. Fathi Jerfel

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Executive Director of the Company with effect from February 23, 2026 and inducted on the Risk Management Committee w.e.f. March 03, 2026.

( $ ) Inducted on the Committee w.e.f. September 26, 2025. ( ^^ ) Inducted on the Committee w.e.f. December 06, 2025.

21.9. IT Strategy & Technology Committee:

During the year, five (5) meetings of the IT Strategy & Technology Committee of Directors were held on June 20, September 24, November 28 of 2025 and January 27, March 23 of 2026.

The attendance of each member at the meetings of the IT Strategy & Technology Committee of Directors was as under:

		Category of	Number of meetings
Name of the Director	DIN ^
		Director	attended
Mr. Nand Kishore	10237736	Managing	5
		Director & CEO
Mr. Fathi Jerfel**	05225974	Associate	0 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles**	08716335	Alternate Director	4 #
		to Mr. Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Executive Director	1
		& Deputy CEO
Mr. Colathur Narayanan Ram**	00211906	Independent	1
Mr. Shekhar Bhatnagar	01865541	Independent	5
Ms. Sudha Krishnan	02885630	Independent	5
Dr. Hemant Ratnakar Adarkar $	03127893	Independent	4

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles ( # ) Attended as an Alternate Director to Mr. Fathi Jerfel

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Executive Director and Deputy CEO of the Company with effect from February 23, 2026 and inducted on the IT Strategy and Technology Committee w.e.f. March 03, 2026 ( $ ) Inducted on the Committee w.e.f. September 17, 2025

21.10. Nomination and Remuneration Committee of Directors:

During the year, six (6) meetings of the Nomination and Remuneration Committee of Directors were held on May 16, June 19, August 28, December 20 of 2025 and January 22 and February 16 of 2026.

The attendance of each member at the meetings of the Nomination and Remuneration Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Ashwini Kumar Tewari	08797991	Associate	6
Mr. Fathi Jerfel**	05225974	Associate	1 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Alternate Director	5 #
		to Mr. Fathi Jerfel
Mr. Shekhar Bhatnagar	01865541	Independent	6
Dr. Hemant Ratnakar Adarkar $	03127893	Independent	3
Mr. Sanjay Prakash ^^	00005601	Independent	3
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	6

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above ( # ) Attended as an Alternate Director to Mr. Fathi Jerfel

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Alternate Director to Mr. Fathi Jerfel. Mr. Fathi Jerfel resigned as a Director of the Company with effect from the close of business hours on February 22, 2026, consequent to which Mr. Denys Charles Jean Marie Fougeroux De Campigneulles ceased to act as his Alternate Director from the close of business hours on February 22, 2026 ( $ ) Inducted on the Committee w.e.f. December 06, 2025 ( ^^ ) Inducted on the Committee w.e.f. December 06, 2025

21.11. Independent Directors:

All the Independent Directors have submitted the requisite declarations confirming that they continue to meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Mutual Fund) Regulations, 1996. The maximum tenure of Independent Directors is in accordance with the said Act and other applicable Regulations. The Companys Board is of the opinion that the Independent Directors possess requisite qualifications, experience, and expertise in industry knowledge; innovation; financial expertise; information technology; corporate governance; strategic expertise; marketing; legal and compliance; sustainability; risk management; human resource development and general management, and they hold highest standards of integrity.

21.12. Meeting of Independent Directors:

During the year, one (1) meeting of the Independent Directors was held on May 21, 2025. The attendance of Independent Directors at the meeting was as under:

		Number of
Name of the Director	DIN ^
		meetings attended
Mr. Colathur Narayanan Ram	00211906	1
Dr. T. T. Ram Mohan	00008651	1
Mr. Moiz Mohsin Miyajiwala	00026258	1
Mrs. Sudha Krishnan	02885630	1
Mr. Shekhar Bhatnagar	01865541	1

( ^ ) DIN – Directors Identification Number

21.13. Unitholders Protection Committee of Directors:

During the year, four (4) meetings of the Unitholders Protection Committee of Directors were held on May 15, August 28, November 28 of 2025 and February 16 of 2026.

The attendance of each member at the meetings of the Unitholders Protection Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Nand Kishore	10237736	Managing	4
		Director & CEO
Mrs. Sudha Krishnan	02885630	Independent	4
Mr. Shekhar Bhatnagar	01865541	Independent	4

( ^ ) DIN – Directors Identification Number

21.14.S hare Allotment Committee of Directors:

No meetings of Share Allotment Committee of Directors were held during the year 2025-26.

21.15. Stakeholders Relationship Committee of Directors:

During the year, one (1) meeting of the Stakeholders Relationship Committee of Directors was held on June 20, 2025. The attendance of each member at the meeting of the Stakeholders Relationship Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Nand Kishore	10237736	Managing	1
		Director & CEO
Mr. Fathi Jerfel**	05225974	Associate	0 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles**	08716335	Alternate Director	1 #
		to Mr. Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Executive Director	-
		& Deputy CEO
Mr. Moiz Mohsin Miyajiwala	00026258	Independent	1
Mr. Shekhar Bhatnagar	01865541	Independent	1

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles ( # ) Attended as an Alternate Director to Mr. Fathi M Jerfel.

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Executive Director of the Company with effect from February 23, 2026 and inducted on the Stakeholders Relationship Committee w.e.f. March 03, 2026

21.16. Corporate Social Responsibility (CSR) Committee of Directors:

During the year, five (5) meetings of the Corporate Social Responsibility Committee of Directors were held on May 15, June 03, July 17, October 17 of 2025 and January 27, 2026.

The attendance of each member at the meetings of the Corporate Social Responsibility Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Nand Kishore	10237736	Managing	5
		Director & CEO
Mr. Fathi Jerfel**	05225974	Associate	0 @
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Alternate Director	5 #
		to Mr. Fathi Jerfel
Mr. Denys Charles Jean Marie Fougeroux De Campigneulles*	08716335	Executive Director	-
		& Deputy CEO
Mr. Colathur Narayanan Ram**	00211906	Independent	3
Mrs. Sudha Krishnan	02885630	Independent	5
Mr. Shekhar Bhatnagar	01865541	Independent	5
Dr. Hemant Ratnakar Adarkar $	03127893	Independent	2

( ^ ) DIN – Directors Identification Number

(**) Resigned/ceased to be Director during the period under review as specified in Para 21.1 above

@ Represented by his Alternate Director, Mr. Denys Charles Jean Marie Fougeroux De Campigneulles

( # ) Attended as an Alternate Director to Mr. Fathi Jerfel.

(*) Mr. Denys Charles Jean Marie Fougeroux De Campigneulles was appointed as an Executive Director of the Company with effect from February 23, 2026 and inducted on the CSR Committee w.e.f. March 03, 2026.

( $ ) Inducted on the Committee w.e.f. September 26, 2025.

21.17. IPO Co-ordination Committee:

The IPO Co-ordination Committee was constituted on November 10, 2025, comprising of the following members: (a) Mr. Ashwini Kumar Tewari, Associate Director (b) Mr. Olivier Philippe Mariée, Associate Director (c) Mr. Nand Kishore, Managing Director & CEO

During the year, 7 meetings of the IPO Co-ordination Committee of Directors were held on November 14, December 29 of 2025, February 02, February 23, March 04, March 18 and March 19 of 2026.

The attendance of each member at the meetings of the IPO Co-ordination Committee of Directors was as under:

		Category of	Number of
Name of the Director	DIN ^
		Director	meetings attended
Mr. Nand Kishore	10237736	Managing	7
		Director & CEO
Mr. Ashwini Kumar Tewari	08797991	Associate	7
Mr. Olivier Philippe Marie	10449060	Associate	7

( ^ ) DIN – Directors Identification Number

22. Companys Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under section 178(3) of the Companies Act, 2013

Nomination and Remuneration policy provides for appointments of an appropriate mix of executive and non-executive directors, including the independent directors, to maintain diversity and independence of the Board. The broad parameters covered under the NRC policy are attributes, qualification and remuneration of executive & non-executive directors (including independent directors), Key Managerial Personnel and senior management. It also covers the performance evaluation criteria of the Board, its committees, individual directors and Chairman. The criteria for performance evaluation cover the areas relevant to the functioning of the Board and Board Committees such as its composition, oversight and effectiveness, performance, skills and structure etc. The NRC policy of the Company is available on website https://sbifunds.com/investor-relations. The NRC policy was formulated and approved by the Board of Directors of SBI Funds Management Limited.

23. Manner in which Formal Annual Evaluation has been made by the Board of its own performance and that of its committees and individual Directors

A formal mechanism was adopted by the Board of Directors for evaluating its performance, as well as that of its Committees and the Directors, including the Chairman of the Board. The Company had engaged the services of an independent external agency in line with the provisions of Companies Act, 2013 to carry out evaluation of performance of the Board, its committees, individual directors and the Chairman of the Company for the financial year 2025-26. Accordingly, a survey was conducted by an independent external agency which included filling up of the online questionnaire by each Director and followed by one-on-one interactions with the Directors to gain deeper understanding about various aspects related to the functioning of the Board. A report of the independent external agency was reviewed by the Nomination and Remuneration Committee of the Board, Board of Directors and the Independent Directors at their separate meetings. The Board noted the evaluation results and were satisfied with the evaluation, which reflected the overall engagement of the Board and its Committees.

24. Directors Responsibility Statement pursuant to Section 134(5) of the Companies Act, 2013

The Directors hereby confirm that: a) In the preparation of the annual accounts of the Company for the year ended March 31, 2026, the Indian Accounting Standards (Ind AS) have been followed along with proper explanation relating to material departures.

b) Reasonable and prudent accounting policies have been selected and applied consistently, along with reasonable and prudent judgments and estimates 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 the profit or loss of the Company for that period.

c) Proper and sufficient care has been taken to maintain adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) Internal financial controls in the Company are adequate and operating effectively.

e) The annual accounts have been prepared on a going concern basis.

f) The Company has devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

25. Issue of Employee Stock Options

25.1 The Company has instituted the Employee Stock Option Plan 2018 (ESOP-2018 or Scheme) for eligible employees of the Company, duly approved by the Board of Directors at its meeting held on January 20, 2018 and the shareholders at the EGM held on January 31, 2018. The Scheme was amended with approval of the Board of Directors at its meeting held on January 25, 2023 and the shareholders at the EGM held on February 17, 2023 (by way of a special resolution) to enable the Company to implement the ESOP-2018 and future ESOP plans through: (a) Direct route, (b) Trust route and (c) a combination of the Direct & Trust route. The ESOP-2018 was last amended pursuant to the resolution passed by the Board on January 27, 2026 and by the shareholders at the EGM held on February 23, 2026.

25.2 The amended Scheme categorizes options as Type I, Type II and Type III options with multiple vesting periods. The options can be exercised over a period of seven (7) years from the grant date. Each option carries with it the right to acquire one equity share of the Company at the exercise price determined by the Company at the time of grant.

25.3 Pursuant to the amended Scheme and approval of the Board of Directors upon recommendation of the Nomination and Remuneration Committee (NRC), the Company set up the SBI Funds Management Limited – Employee Welfare Trust (EWT). In terms of the amended Scheme and Trust Deed, the Company advanced funds to the EWT to enable the EWT to acquire 517,174 shares of the Company from employees/legal heirs. On December 19, 2025, the EWT was allotted 711,798 bonus shares. During the year ended March 31, 2026, the EWT has transferred 1,059,407 Equity Shares (year ended March 31, 2025: 169,565) to the eligible employees of the Company on exercise of ESOPs.

25.4 The disclosures required in respect of ESOPs as per Companies Act, 2013 are set out in Annexure III to this Report. The Company has not issued any equity shares with differential rights as to dividend, voting or otherwise.

26. Web Address of Annual Return

In terms of the provisions of Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company, i.e., www.sbifunds.com.

27. Material Orders by Regulator, Court, Tribunals impacting Going Concern and Companys Operation

There is no material order by any regulator, court, tribunals which has any significant impact on the going concern status and the Companys operation in future.

28. Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

29. Details of difference between the amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions

The Company has not done any one-time settlement and has not taken any loan from any Bank or financial institution.

30. Details of Frauds Reported by Auditors under section 143(12) of the Companies Act, 2013

The auditors of the Company have not reported any fraud under section 143(12) of the Companies Act, 2013.

31. Prevention of Sexual Harassment (POSH) Policy and its Reporting

As required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has framed and implemented a detailed and comprehensive Policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal), to provide a safe and conducive work environment for women employees, to work without fear and prejudice, gender bias and harassment. The policy clearly indicates operational guidelines and mechanism for effectively dealing with cases of sexual harassment / misdeeds against women employees. As per the policy, we have an Internal Committee which looks into the complaints and cases falling under the above-mentioned Act.

Annual Report of the Internal Committee as per the requirement of Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 for the year ended 31 st March 2026 in respect of all the locations of SBIFM: a) No. of Complaints received during the year: One

b) No. of Complaints disposed of during the year: Two (including one complaint pending/outstanding from the previous financial year)

c) No. of Cases pending for more than 90 days: As on 31 st March 2026, there was no case pending for more than 90 days.

d) Nature of action taken by the employer or District Office: Actions were taken against employee as recommended by the IC Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

e) Awareness regarding POSH Act, 2013 was carried out for FY 2025-26 as under:

• An e-learning module on POSH is made available to all employees of the Company and it is mandatory for all employees to complete the E-learning module and clear the assessment based on the module.

• Conducted capacity-building and skill-building programs for the members of the Internal Committee.

• For all new joiners, e-learning module is part of the joining formalities, which they need to complete within 60 days of joining.

• The POSH Act is available on the intranet portal for employees to refer to at any point in time.

• An email ID is created for each Zone to lodge complaints and is displayed at all locations on the Notice Board.

• All new joiners receive the POSH policy in the onboarding process as part of their joining kit.

32. Maternity Benefit Act, 1961

The provisions relating to Maternity Benefit Act, 1961 have been complied with.

33. Particulars of Employees

Details as required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, with respect to information of employees of the Company will be provided upon request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual Report is being sent to all the Members of the Company whose email address(es) are registered with the Company/ Depository Participants via electronic mode, excluding the aforesaid details which shall be made available for inspection by the Members via electronic mode.

34.Unpaid/Unclaimed Dividend

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time to time, dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund (IEPF). During the financial year under review, the Company was not required to transfer any dividend to the IEPF.

35. Maintenance of Cost Records

Disclosure pertaining to maintenance of cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013 is not applicable to the Company.

36. Reporting on the Recommendations made by the Committee on Papers Laid on the Table (Rajya Sabha) in its 150th Report a) Details of the Vigilance Cases for the FY 2025-26

Opening	Cases received	Cases	Closing
Cases	during 2025-26	Disposed off	Cases
One	Nil	One	Nil

b) Status of Pending CAG Paras and Management Replies

There is no pending CAG Para as on the date of this Report.

37. 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 victimization, discrimination or disadvantage. The Company recognizes 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.

38. Model Code of Conduct

The Directors confirm that all Board members and Senior Management have affirmed compliance with the Companys Code of Conduct for FY 2025-26.

39.Personnel

Employee relations remained cordial during the year. The Directors place on record their appreciation of the dedicated work put in by all the employees.

40.Auditors a) Statutory Auditors

The Comptroller and Auditor General of India (C&AG) had appointed M/s. Kirtane & Pandit LLP, Chartered Accountants as the Statutory Auditors of the Company for the year under review, who will retire at the conclusion of the 34 th Annual General Meeting.

Under Section 142(1) of the Companies Act, 2013, the remuneration of Auditors appointed under Section 139(5) by the C&AG is fixed by the Company in the Annual General Meeting.

There were no qualifications, reservations or adverse comments or disclaimers made by the statutory auditor in their audit report.

b) Secretarial Auditors

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 M/s. N L Bhatia & Associates, Practicing Company Secretaries (Firm Registration No.: P1996MH055800), to conduct the Secretarial Audit for the financial year ended 31 st March, 2026. The Secretarial Audit Report in Form MR-3 for the financial year ended 31 st March, 2026, is enclosed as Annexure IV to the Boards Report.

The Secretarial Audit Report does not contain any qualification, reservation, disclaimer or adverse remarks.

41. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards during the year.

42. FILING OF DRAFT RED HERRING PROSPECTUS:

The Board of Directors of the Company, in their meeting held on January 27, 2026 authorised an initial public offering of its equity shares ( IPO ) comprising an offer for sale by certain existing shareholders of the Company, viz., State Bank of India and Amundi India Holding, in accordance with the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. State Bank of India and Amundi India Holding have consented to offer up to 128,334,397 equity shares of face value of I 1 each and up to 75,374,842 equity shares of face value of I 1 each, respectively in the offer for sale.

The draft red herring prospectus ( DRHP ) in respect of the IPO was approved by the board of directors of the Company on March 18, 2026 and accordingly was filed with the Securities and Exchange Board of India

( SEBI ), BSE Limited, and the National Stock Exchange of India Limited (collectively referred to as the Stock Exchanges ) on March 19, 2026.

The Company has received in-principle approvals from the Stock Exchanges, vide their letters each dated May 07, 2026. The Company has received the final observations from SEBI in respect of the DRHP and are currently in the process of preparing and filling the responses.

43. ACKNOWLEDGEMENTS

The Directors take this opportunity to express their gratitude for the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, State Bank of India, Amundi, the Registrars & Transfer Agents, the Custodians, the Bankers, Market Intermediaries, Distributors, Government Agencies, Auditors, Association of Mutual

Funds of India, the Board of Directors of SBI Mutual Fund Trustee Company Private Limited, SBI Funds Management (International) Private Limited and SBI Funds International (IFSC) Limited.

The Directors also express their gratitude to the large body of investors of various schemes of SBI Mutual Fund for the faith reposed in the Fund House and look forward to their continued patronage.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A: Subsidiaries

S.

No. Particulars

1	Name of the subsidiary & CIN					SBI Funds Management			SBI Funds International
						(International) Private Limited			(IFSC) Limited
				CIN: 60432 C1/GBL			CIN: U64990GJ2024PLC148409
2			Date since when subsidiary was acquired	17 th January 2006			7 th February 2024
3	Reporting period for the subsidiary concerned,					Same as Holding Company\u2019s reporting period
	if different from the holding company\u2019s
			reporting period.
4			Reporting currency and Exchange rate as on the	Reporting Currency: USD
			last date of the relevant Financial year in the
						Exchange rates are as per RBI Reference Rates:
	case of foreign subsidiaries.
						(a) Closing rate as on 31.03.2026 - I 94.6543
				(b) Profit and Loss: Average rate for the year - I 88.3071
					USD			K in lakhs		USD	K in lakhs
5		Share Capital			50,000			47.33		2,985,075	2500.00
6		Reserves and Surplus			120,350			113.92		(943,652)	(567.70)
7		Total Assets			234,769			222.22		2,212,142	2093.89
8		Total Liabilities			64,419			60.98		170,719	161.59
9		Investments			1			0.001		355,982	336.95
10		Turnover			1,632,166			1441.32		130,492	190.84
11		Profit before Taxation			955,098			843.42		(558,635)	(429.49)
12		Provision for Taxation			(34,490)			(30.46)		Nil	Nil
13		Profit after Taxation			920,608			812.96		(558,635)	(429.49)
14		Proposed Dividend			925,000			867.37		Nil	Nil
15		Extent of Shareholding (in percentage)			100%			100%		100%	100%

Part B: Associate and Joint Ventures

S.
		SBI Pension Funds Private Limited
No.	Name of Associates or Joint Ventures
1	Latest audited Balance Sheet Date	31 st March 2026
2	Date on which the Associate or Joint Venture was associated or acquired	7 th October 2008
3	Shares of Associate or Joint Ventures held by the company at year end:
	Number	60 lakh shares of I 10 each
	Amount of Investment in Associates or Joint Venture (I in lakhs)	600.25
	Extent of Holding (in percentage)	20%
4	Description of how there is significant influence	As per Indian Accounting Standard 28
5	Reason why the associate/joint venture is not consolidated	Not Applicable
6	Net-worth attributable to shareholding as per latest audited Balance	7,134.54
	Sheet (I in lakhs)
7	Profit or Loss for the year (I in lakhs)	7,160.47
	(i) Considered in Consolidation (I in lakhs)	1,432.09
	(ii) Not Considered in Consolidation (I in lakhs)	5,728.38

Note: Please refer Note no. 44 of Standalone Financial Statements for disclosures on Related Party Transactions