UTI Asset Management Company Ltd Directors Report

Dear Members,

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

FINANCIAL PERFORMANCE

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

	Standalone		Consolidated
Particulars	As at 31st March, 2025	As at 31st March, 2024	As at 31st March, 2025	As at 31st March, 2024
Revenue from operation	1,449.21	1,337.31	1,851.09	1,736.96
Other Income	7.23	3.84	8.85	6.97
Total Income	1,456.44	1,341.15	1,859.94	1,743.93
Employee Benefit Expenses	363.98	368.35	457.95	439.33
Other Expenses	219.12	206.84	349.82	317.76
Total Expenses	583.10	575.19	807.77	757.09
Profit before tax expense	873.34	765.96	1,052.17	986.84
Less: Tax expense (current & deferred)	219.82	165.44	239.21	184.81
Profit after tax	653.52	600.52	812.96	802.03
Attributable to owners of the Company	653.52	600.52	731.49	765.68
Attributable to non-controlling interests	-	-	81.47	36.35
Add / less: Other comprehensive income (Net of tax)	(12.63)	(18.71)	19.56	25.90
Total comprehensive income	640.89	581.81	832.52	827.93
Attributable to owners of the Company	640.89	581.81	751.05	791.58
Attributable to non-controlling interests	-	-	81.47	36.35
Balance of retained earnings carried to balance sheet	3,431.11	3,352.78	4,007.76	3,851.23
Paid-up capital	127.98	127.26	127.98	127.26
Net worth attributable to owners of the Company	3,785.86	3,685.02	4,599.13	4,388.17

OVERVIEW OF OPERATIONS OF THE GROUP

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

Particulars	As on 31st March, 2025	As on 31st March, 2024	% of change
UTI Mutual Fund (UTI MF)
Quarterly Average Assets Under Management (QAAUM)	3,39,750	2,90,881	16.80
QAAUM for Equity Schemes	90,864	84,777	7.18
QAAUM for Exchange Traded Funds (ETFs) and index funds	1,41,492	1,15,448	22.56
QAAUM for hybrid funds	31,435	25,982	20.99
QAAUM for the liquid funds (UTI Liquid Cash Plan and UTI Overnight Fund)	39,936	36,260	10.14
QAAUM of Debt Funds	36,023	28,413	26.78

 

Portfolio Management Services (PMS) division of UTI AMC
AUM	13,78,388.66	12,25,153.57	12.51
AUM of assets managed by Subsidiaries of UTI AMC
UTI International Limited (UTI International)	25,382.50	27,644.70	(8.18)
UTI Pension Fund Limited (UTI PFL) (formerly known as UTI Retirement Solutions Limited)	3,59,179.81	3,02,676.55	18.67
UTI Alternatives Private Limited (UTI APL) (formerly known as UTI Capital Private Limited)	2,648.08	1,974.08	34.14

SCHEMES LAUNCHED DURING THE FINANCIAL YEAR 2024-25

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

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

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

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

UTI Nifty200 Quality 30 Index Fund

UTI Nifty Private Bank Index Fund

UTI Nifty Alpha Low-Volatility 30 Index Fund

UTI Nifty Midcap 150 Index Fund

UTI Nifty India Manufacturing Index Fund

UTI Nifty Midsmallcap 400 Momentum Quality 100 Index Fund

UTI Quant Fund

CHANGES IN FUNDAMENTAL

ATTRIBUTES OF SCHEMES

(i) Changes in Fundamental Attributes

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

a) Modification of Scholarship Option Provisions

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

b) Scheme Mergers - The following schemes were merged

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

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

(ii) Change in Scheme Name

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

(iii) Changes in Benchmarks

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

(iv) Benchmark Nomenclature Changes due to Demerger

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

SHARE CAPITAL

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

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

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

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

DIVIDEND

The Company has adopted a Dividend Distribution Policy as per Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations). The same is annexed as Annexure-I to this Directors Report and is also available on the Companys website at https://www.utimf.com/amc- shareholders/code-and-policies.

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

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

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

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

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

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

UNCLAIMED DIVIDEND

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

Sr. No.	Final Dividend for FY	Amount (in )
1.	2019-20	5,35,759.09
2.	2020-21	4,83,987.00
3.	2021-22	4,83,080.06
4.	2022-23	5,22,310.00
5.	2023-24	20,19,520.69
Total		40,44,656.84

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

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

TRANSFER TO RESERVES

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

BUSINESS DESCRIPTIONS / PERFORMANCE OF SUBSIDIARIES

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

UTI International Limited:

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

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

The principal activities of the International Group are the management and marketing of the Mauritius, Cayman and Ireland domiciled offshore funds setup by the erstwhile Unit Trust of India or UTI AMC and its subsidiaries, marketing of the domestic mutual fund schemes of UTI AMC in overseas markets subject to local registration requirements and acting as Manager / Advisor to those entities investing in India through the Foreign Portfolio Investor route. UTI Mauritius acts as an investment manager to Shinsei UTI India Fund (Mauritius) Limited, the UTI Rainbow Fund Limited and UTI Wealth Creator Fund 4. UTI Singapore acts as investment manager to UTI India Dynamic Equity Fund, UTI India Balanced Fund, UTI India Innovation Fund, UTI India Sovereign Bond UCITS ETF, UTI Phoenix Fund SPC, Indian Credit Opportunities Fund Pte. Ltd, UTI India Strategic Opportunities Fund VCC, UTI India Strategic Opportunities Fund II VCC, UTI Chronos Fund SPC, South African Rand Money Market Fund and the UTI Spectrum Fund Limited. UTI Singapore also acts as sub-manager to KB India Growth Equity Fund. UTI Singapore also provides investor services to the UTI India Fund and the UTI India Pharma Fund. The consolidated total income of UTI International for FY 202425 was GBP 1,57,42,896 as compared to GBP 2,28,76,902 for the previous FY 2023-24 and consolidated net profit for FY 2024-25 was GBP 1 4,07,262 as compared to consolidated net profit of GBP 1,00,86,580 in the previous FY 2023-24.

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

UTI Pension Fund Limited:

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

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

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

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

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

Growth in AUM:

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

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

Consistent Fund Performance since inception a Hallmark of UTI PFL

As a pension fund manager, UTI PFL aims to achieve "Consistent Returns with low volatility while focusing on high quality securities (Debt as well as Equity)". Adhering to this philosophy of investment, UTI PFL has consistently generated competitive returns since inception under all NPS Schemes managed by it.

The fund performance during the FY 2024-25 are as under:

Fund Performance Report Card for FY 2024-25
	Last 1 Year		Last 3 Years		Last 5 Years
Scheme	Return (%)	Peer Ranking	Return (CAGR %)	Peer Ranking	Return (CAGR %)	Peer Ranking
Scheme Central Govt.	9.20	2/3	8.59	2/3	9.48	2/3
Scheme State Govt.	9.27	1/3	8.62	1/3	9.45	2/3
Scheme APY	9.31	1/3	8.61	2/3	9.44	2/3
Scheme E Tier 1	8.35	2/11	15.10	1/7	25.52	1/7
Scheme C Tier 1	9.15	6/11	6.97	6/7	7.31	6/7
Scheme G Tier 1	10.22	2/11	8.41	1/7	7.28	3/7

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

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

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

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

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

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

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

UTI Alternatives Private Limited:

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

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

UTI APL has following funds:

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

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

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

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

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

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

UTI Hart Financial and Investment Services Limited:

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

The gross income of UTI Hart was 0.06 crore for the FY 2094_95 _{as aga}i_nst 0 37 _cror

e in the previous

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

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

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

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

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

During the FY 2024-25, the Company was engaged in transactions with related parties, as defined under Section 2(76) of the Act, read with the Companies (Specification of Definitions Details) Rules, 2014 and relevant accounting standards. These transactions were conducted in the ordinary course of business and on an arms length basis.

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

However, a detailed disclosure on related party transactions as per Ind AS 24 inter-alia containing name of the related party alongwith the relationship with the Company and details of the transactions entered into with such related party are disclosed in Note No. 31 of the standalone financial statements as on 31^st March, 2025.

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

AUDITORS

Statutory Auditor

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

The Report provided by the Statutory Auditor on the financial statements of the Company is part of this Annual Report. There is no qualification, reservation, adverse remark or disclaimer in the Auditors Report. The Statutory Auditors Report to members for the FY 2024-25 does not contain any modified opinion or qualification or the observation. The comments given in the report of the Statutory Auditor read together with Notes to Accounts are self-explanatory and hence, do not call for any further explanation or comments as mandated under Section 134(f)(i) of the Act.

Secretarial Auditor

In terms of Regulation 24A of the SEBI Listing Regulations read with SEBI notification dated 1 2^th December, 2024 and other applicable provisions, the Company can appoint a peer reviewed individual / firm as secretarial auditor for not more than 2 (two) terms of 5 (five) consecutive years. Based on the recommendation of the Audit Committee, the Board of Directors, has approved the appointment of Mr. Vishal N. Manseta, peer reviewed Company Secretary in Practice (Membership No. 25183, Certificate of Practice No. 8981 and Peer Review Certificate No. 1584/2021) as the Secretarial Auditor, subject to approval of members at the ensuing AGM, for a period of 5 (five) consecutive years, from the conclusion of this 22^nd (twenty second) Annual General Meeting till the conclusion of 27^th (twenty seventh) Annual General Meeting of the Company.

The Secretarial Audit Report for the FY 2024-25 of the Company is set out as Annexure-II to this Directors Report which forms part of the Annual Report.

The Secretarial Compliance Report for the financial year ended 31^st March, 2025, in relation to compliance of all applicable SEBI Regulations / circulars / guidelines issued thereunder, pursuant to Regulation 24A of the SEBI Listing Regulations, is set out as Annexure-II(A) to this Directors Report which forms part of the Annual Report. The Secretarial Compliance Report has been voluntarily disclosed as part of Annual Report as good corporate governance practice.

The Secretarial Audit Report and / or Secretarial Compliance Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Comments given in the report of the Secretarial Auditor are self-explanatory and hence, do not call for any further explanation or comments as mandated under Section 134(f)(i) of the Act.

COST AUDITORS

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

INTERNAL AUDITOR

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

AUDITOR FOR THE SCHEME OF UTI MUTUAL FUND

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

SECRETARIAL STANDARDS

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

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

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

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

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

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

HUMAN RESOURCES

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

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

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

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

A multi-generational workforce driving agility and legacy

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

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

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

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

Generation	Number of Employees-Overall	% of Employees-Overall
Baby Boomers	2	0.1
Gen X	669	47.9
Gen Y	405	29
Gen Z	321	23
Total	1,397	100

Cultural Ethos at UTI AMC

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

Learning & Development

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

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

Key highlights for FY 2024-25

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

Conviction

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

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

Empowered Capabilities

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

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

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

United Commitment

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

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

Fostering Collaborative Excellence

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

Employee Overview and Statutory Disclosures

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

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

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

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

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

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

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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

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

Key highlights for FY 2024-25

1 No complaint of sexual	x Mandatory POSH training	1 Awareness and sensitisation programs
harassment was received	was conducted across the	were held at regular intervals to reinforce
or remained pending	organisation, ensuring 100%	the principles of dignity, respect, and
during the year.	employee participation.	zero tolerance for harassment.

The details of number of complaints of sexual harassment received in the year, number of complaints disposed off during the year and number of cases pending for more than ninety days are provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

DIRECTORS

Composition of Board

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

Re-Appointment

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

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

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

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

Cessation

Ms. Dipali Sheth (DIN: 07556685) completed her tenure as a Non-Executive Independent Director of the Company and

TO

she ceased to be Non-Executive Independent Director of the Company with effect from close of business hours on 15^th ^ December, 2024.

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

Retirement by Rotation

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

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

Key Managerial Personnel

As on 31^st March, 2025, the Company has following 3 (three)

Key Managerial Personnel (KMP) as defined in Section 2(51) and in compliance with Section 203 of the Act:

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

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

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

DECLARATION OF INDEPENDENCE

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

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

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

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

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

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

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

FAMILIARISATION PROGRAMME FOR NON-EXECUTIVE INDEPENDENT DIRECTORS

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

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

NUMBER OF BOARD MEETINGS

8 meetings of Board were conducted during the FY 202425 on 25^th April, 2024, 20^th June, 2024, 25^th July, 2024, 25^th October, 2024, 9^th December, 2024, 28^th January, 2025, 3^rd March, 2025, and 4^th March, 2025.

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

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

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

BOARD COMMITTEES

In order to strengthen functioning of the Board, the Board of Directors have constituted following Committees as per the requirement of the Act and the SEBI Listing Regulations:

Audit Committee Corporate Social Responsibility and ESG Committee*

Nomination and Remuneration Committee

Unitholder Protection Committee (UHPC)

Stakeholders Relationship Committee

FINCON Governance Committee#

Risk Management Committee

* The Board of Directors merged the ESG Committee with Corporate Social Responsibility Committee and renamed it as "Corporate Social Responsibility and ESG Committee" w.e.f. 16^th December, 2024.

#The Company has constituted FINCON Governance Committee as per the SEBI mandate from SEBIs inter regulatory forum.

Additionally, the Company had de-commissioned the Digital Transformation Committee w.e.f. 16^th December, 2024.

NOMINATION AND

REMUNERATION POLICY

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

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

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

AUDIT & SYSTEMS

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

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

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

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

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

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

RISK MANAGEMENT

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

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

DATA PROTECTION AND CYBER

SECURITY

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

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

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

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

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

CYBERSECURITY

In an increasingly digital world, cybersecurity remains integral to our governance architecture. UTI AMC has deployed advanced systems and processes to prevent, detect, and respond to potential threats. In FY 2024-25, we reported zero data breaches, reflecting the strength of our proactive stance.

We rolled out several critical cybersecurity initiatives, including:

(Zero Trust Network Access (ZTNA) and Virtual Desktop Infrastructure (VDI)

Cyber Threat Intelligence programs with automated red teaming and breach simulations Cyber Liability Insurance for risk protection

Crisis Tabletop Exercises to test and strengthen response readiness Immutable Backups for ransomware resilience

Employee Sensitisation Drives through email campaigns, phishing simulations, and awareness programs

Governance extends to how we engage with customers. We maintain transparency through all communication channels viz. website, app, and email - and prioritize feedback-driven improvements. Our Risk and Compliance teams continue to rigorously track daily and periodic regulatory submissions. In FY 2024-25, our average Net Promoter Score (NPS) stood at 96%, with structured follow-ups to understand and address low scores.

The Company conducts Red Teaming exercises through external vendors on a half yearly basis to rigorously test and strengthen our cyber security measures.

BOARD EVALUATION

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

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

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

EMPLOYEE STOCK OPTION SCHEME

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

The details of ESOP Scheme 2007 are as under:
Particulars	Total
No. of Options granted	89,03,828
No. of Options vested (excluding options that have been exercised)	19,04,101
No. of Options exercised	25,15,078
Total number of equity shares that would arise as a result of full exercise of options granted net of cancelled / forfeited / lapsed options	46,91,587
No. of Options forfeited / lapsed / cancelled	42,12,241
Money realised by exercise of options (in ?)	1,14,61,15,783
Total number of options in force	21,76,509
Variation in terms of options	-
The Exercise Price (in ?)	728, 923.20 & 816.05

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

Sr. No.	Date of grant	No. of options granted	Face Value (?)	Exercise Price (?)
		During the FY 2021-2	2
1.	28th July, 2021	8,61,350	10/-	923.20/-
2.	17th January, 2022	15,291	10/-	1,079.45/-
		During the FY 2022-2	3
3.	13th September, 2022	10,17,243	10/-	816.05/-
		During the FY 2023-2	4
4.	-
		During the FY 2024-2	15
5.	-

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

Sr. No.	Particulars	Designation	Total options granted
1.	Mr. Imtaiyazur Rahman	Managing Director & Chief Executive Officer	6,65,393
2.	Mr. Vinay Lakhotia	Chief Financial Officer	49,427
3.	Mr. Arvind Patkar	Company Secretary & Compliance Officer	6,512

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

Sr.	Name of the Employee	Options granted in	Options granted in	Options granted in
No.		FY 2019-20	FY 2021-22	FY 2022-23
1.	Mr. Imtaiyazur Rahman	1,75,000	2,30,000	2,60,393
2.	Mr. Vetri Murugan Subramaniam	-	1,43,855	1,23,040

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

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

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

Financial Year	Number of equity shares
2024-25	7,20,897
2023-24	2,72,479*
2022-23	34,654
2021-22	1,61,787
Total	11,89,817

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

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

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

CONSERVATION OF ENERGY AND

TECHNOLOGY ABSORPTION

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

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	14.68	15.16
Foreign Exchange Outgo	15.93	13.32

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

ANNUAL RETURN

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

MANAGEMENT DISCUSSION AND ANALYSIS SECTION

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

CORPORATE GOVERNANCE

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

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

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

ESG INITIATIVES AND PROGRESS

OF THE COMPANY

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

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

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

Guidelines for Responsible Business Conduct (NGRBC). In FY 2023-24, we strengthened our ESG disclosures by conducting a Double Materiality Assessment. Building on this foundation, we carried out an ESG risk analysis for the company in FY 2024-25, with plans to extend the assessment across all group entities.

Responsible Investment Policy: UTI AMC has adopted a Responsible Investment Policy, demonstrating its commitment to the integration of ESG factors in the investment decisionmaking process. Our Responsible Investment Policy serves as a strategic blueprint to systematically incorporate material ESG factors across the investment lifecycle, from screening and due diligence to monitoring and engagement.

As a committed signatory to the United Nations Principles for Responsible Investment (UN PRI) since 2020 and Climate Action 100+ since November 2023, we align our investment practices with globally recognized standards of transparency, accountability, and responsible stewardship. Strengthened due diligence by partnering with SES ESG for independent ESG scores and thematic research have enriched our investment analysis and stewardship conversations with companies. Our ESG integration framework has been strengthened over the years to include detailed evaluation of climate-related and social risks such as carbon intensity, water availability, hazardous waste management, biodiversity loss, access to green technology, workplace safety, diversity metrics, and financial inclusion.

Environmental Responsibility

Environmental stewardship aligns with the Paris Agreement to limit global temperature rise to 1 .5?C above pre industrial level.

Focused on optimising operational footprint

through energy-efficient upgrades and real-time monitoring of HVAC systems.

Continued commitment to 100% renewable energy at the corporate office, supported by Green Energy Certificates.

Promoted responsible material sourcing using certified recyclable materials and invested in digital infrastructure.

Advanced water & waste management with Sewage Treatment Plant (STP) reuse, composting, recycling, and responsible e-waste disposal.

Pushed for a paperless future & smart mobility via

digitalisation, EV charging stations, and climate-focused investor engagement.

Social

Built a purpose-driven workforce through comprehensive training in leadership, finance, and sustainability.

Reinforced diversity, equity, and inclusion (DE&I)

with targeted hiring and inclusive behaviour training.

Expanded investor education through 890 + awareness programmes, including 291 women-focused sessions.

Delivered measurable social value through CSR initiatives in education, health, and rural development. Launched UTI Cares to foster employee volunteering and community engagement with NGOs.

Partnered with Goonj to support rural India through contributions that transforms urban surplus (like clothes, stationery, and household items) into resources for rural development.

Governance

Governance is a core pillar that drives long-term value creation for all stakeholders through integrity, transparency, and accountability.

Oversight of our ESG initiatives is led by the CSR and ESG Committee of the Board, guiding responsible business practices.

Q A formal stewardship code and proxy voting policy enable advocacy for sustainability and governance in investee companies.

Q A Double Materiality Assessment and subsequent ESG Risk Analysis to integrate sustainability into strategic planning and risk management.

The corporate governance framework promotes ethical decision-making, fair disclosures, and stakeholder engagement, anchored in the 3C philosophy - Conviction, Capabilities, and Commitment.

Ethical protocols like the Code of Conduct, Whistleblower Policy, AML framework, and POSH policy are part of mandatory employee training.

O I n FY 2024-25, 97% training completion and 96% ESG module participation were recorded via the UTI Pragati platform.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

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

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

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

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

POSTAL BALLOT

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

WEBSITE DISCLOSURES

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

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

DIGITAL INITIATIVES:

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

Digital Initiatives of the Company gone live:

OTHER DISCLOSURES

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

Listing Regulations, the Company additionally discloses that

during the FY 2024-25:

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

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

(iii) t here was no revision in the financial statements or Directors Report of the Company;

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

(v) t here was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future;

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

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

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

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

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

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

(xii) the Companys securities were not suspended from trading; and

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

Matter for information to the

members (Not for appointment /

approval / voting):

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

DIRECTORS RESPONSIBILITY

STATEMENT

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

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

Statement, it is hereby confirmed that:

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

(ii) the accounting policies were selected and applied consistently, judgments and estimates were made so that they are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the year i.e. 31^st March, 2025 and of the profit and loss of the Company for that period;

(iii) proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) t he annual accounts were prepared on a going concern basis;

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

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

ACKNOWLEDGEMENT

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

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

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

For and on behalf of the Board of Directors of UTI Asset Management Company Limited

Date: 7^th July, 2025 Dinesh Kumar Mehrotra

Place: Mumbai Chairperson

(DIN: 00142711)